Exhibit No. 28(ii)(b)
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1995
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _______________________
Commission file number 1-2116
-------------------------------------------------------
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
(Full title of the Plan)
ARMSTRONG WORLD INDUSTRIES, INC.
Liberty and Charlotte Streets
Lancaster, Pennsylvania 17604
(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
Page No.
-------
Item 1. Statements of Net Assets 4
------------------------
September 30, 1995 and 1994
Item 2. Statements of Changes in Plan Equity 5-7
------------------------------------
(a) Year ended September 30, 1995
(b) Year ended September 30, 1994
(c) Year ended September 30, 1993
Notes to Financial Statements 8-11
- -----------------------------
Item 3. Independent Auditors' Report 12
----------------------------
Exhibits
- --------
24. Consent of Independent Auditors
- 2 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the committee constituting the administrator which administers the
plan have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID
EMPLOYEES OF ARMSTRONG WORLD INDUSTRIES, INC.
March 25, 1996 By:/s/ E. Allen Deaver
--------------------------------------
E. Allen Deaver
Chairman of the Retirement Committee
- 3 -
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Statements of Net Assets
September 30, 1995 and 1994
1995
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
---------- ----------- ----------- ----------- -----------
Assets:
Investments in master trust
at fair value (note 3) $5,767,464 $11,315,817 $540,741 $52,340,946 $10,507,047
---------- ----------- -------- ----------- -----------
Total assets $5,767,464 $11,315,817 $540,741 $52,340,946 $10,507,047
---------- ----------- -------- ----------- -----------
Plan equity $5,767,464 $11,315,817 $540,741 $52,340,946 $10,507,047
========== =========== ======== =========== ===========
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- -----
Assets:
Investments in master trust
at fair value (note 3) $657,654 $850,760 $103,847 $733,731 $2,381,480 $85,199,487
---------- ----------- -------- ----------- ----------- -----------
Total assets $657,654 $850,760 $103,847 $733,731 $2,381,480 $85,199,487
---------- ----------- -------- ----------- ----------- -----------
Plan equity $657,654 $850,760 $103,847 $733,731 $2,381,480 $85,199,487
========== =========== ======== =========== =========== ===========
1994
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
---------- ----------- ----------- ----------- -----------
Assets:
Investments in master trust
at fair value (note 3) $4,339,507 $8,048,324 $388,854 $46,899,355 $7,897,890
---------- ----------- -------- ----------- -----------
Total assets $4,339,507 $8,048,324 $388,854 $46,899,355 $7,897,890
---------- ----------- -------- ----------- -----------
Plan equity $4,339,507 $8,048,324 $388,854 $46,899,355 $7,897,890
========== =========== ======== =========== ===========
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- -----
Assets:
Investments in master trust
at fair value (note 3) $451,130 $665,191 $79,890 $813,150 $1,899,989 $71,483,280
---------- ----------- -------- ----------- ----------- -----------
Total assets $451,130 $665,191 $79,890 $813,150 $1,899,989 $71,483,280
---------- ----------- -------- ----------- ----------- -----------
Plan equity $451,130 $665,191 $79,890 $813,150 $1,899,989 $71,483,280
========== =========== ======== =========== =========== ===========
See accompanying notes to financial statements.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Statements of Changes in Plan Equity
Years Ended September 30, 1995, 1994, and 1993
1995
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
---------- ----------- ----------- ---- -----------
Plan equity at October 1, 1994 $4,339,507 $8,048,324 $388,854 $46,899,355 $7,897,890
---------- ----------- -------- ----------- ----------
Increases in plan equity:
Contributions 397,587 1,247,900 127,916 4,594,075 672,227
Dividends 129,522 40,507 31,863 -- 253,220
Interest 8,584 21,711 2,991 3,359,315 22,584
Realized gain (loss) on
investments (note 3) 106,949 301,571 -- -- 215,259
Unrealized appreciation of
investments 1,056,790 2,752,180 -- -- 2,087,260
Loan activity, net (70,980) (114,131) (16,042) (296,146) (1,984)
---------- ----------- -------- ----------- ----------
1,628,452 4,249,738 146,728 7,657,244 3,248,566
---------- ----------- -------- ----------- ----------
Decreases in plan equity:
Benefits paid (note 4) (231,803) (365,203) (25,866) (3,342,132) (302,964)
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. (9,970) (34,962) (1,150) (43,507) (6,126)
Interfund transfers, net 41,278 (582,080) 32,175 1,169,986 (330,319)
---------- ----------- -------- ----------- ----------
(200,495) (982,245) 5,159 (2,215,653) (639,409)
---------- ----------- -------- ----------- ----------
Plan equity at September 30, 1995 $5,767,464 $11,315,817 $540,741 $52,340,946 $10,507,047
========== =========== ======== =========== ===========
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- -----
Plan equity at October 1, 1994 $451,130 $665,191 $ 79,890 $ 813,150 $1,899,989 $71,483,280
-------- -------- -------- --------- ---------- -----------
Increases in plan equity:
Contributions 95,414 119,337 20,887 150,368 -- 7,425,711
Dividends 16,793 25,002 3,593 22,899 -- 523,399
Interest 2,443 3,230 701 2,771 -- 3,424,330
Realized gain (loss) on
investments (note 3) 31,229 (6,672) (215) (17,965) -- 630,156
Unrealized appreciation of
investments 132,867 52,303 6,409 62,284 -- 6,150,093
Loan activity, net 2,818 (7,583) (5) 3,381 500,672 --
-------- -------- -------- --------- ---------- -----------
281,564 185,617 31,370 223,738 500,672 18,153,689
-------- -------- -------- --------- ---------- -----------
Decreases in plan equity:
Benefits paid (note 4) (7,317) (20,156) -- (23,665) -- (4,319,106)
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. (3,480) -- -- -- (19,181) (118,376)
Interfund transfers, net (64,243) 20,108 (7,413) (279,492) -- --
-------- -------- -------- --------- ---------- -----------
(75,040) (48) (7,413) (303,157) (19,181) (4,437,482)
-------- -------- -------- --------- ---------- -----------
Plan equity at September 30, 1995 $657,654 $850,760 $103,847 $733,731 $2,381,480 $85,199,487
======== ======== ======== ========= ========== ===========
See accompanying notes to financial statements.
(Continued)
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Statements of Changes in Plan Equity, Continued
1994
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
---------- ----------- ----------- ----------- -----------
Plan equity at
October 1, 1993 $4,608,160 $6,627,445 $346,871 $43,948,437 $ 7,788,330
---------- ----------- -------- ----------- -----------
Increases in plan equity:
Contributions 383,985 1,144,906 99,580 4,053,152 675,730
Dividends 165,531 706,720 16,055 -- 222,608
Interest 7,280 18,246 3,130 3,314,709 15,090
Realized gain(loss) on
investments (note 3) 179,572 41,311 -- -- 438,241
Loan activity, net (60,846) (77,982) (11,591) (124,939) (62,210)
---------- ---------- -------- ----------- -----------
675,522 1,833,201 107,174 7,242,922 1,289,459
---------- ---------- -------- ----------- -----------
Decreases in plan equity:
Unrealized depreciation of
investments (194,915) (851,126) -- -- (90,070)
Benefits paid (note 4) (361,954) (206,174) (23,618) (3,156,290) (294,971)
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. (7,221) (6,518) (21) 11,772 (25,274)
Interfund transfers, net (380,085) 651,496 (41,552) (1,147,486) (769,584)
---------- ---------- -------- ----------- -----------
(944,175) (412,322) (65,191) (4,292,004) (1,179,899)
---------- ---------- -------- ----------- -----------
Plan equity at
September 30, 1994 $4,339,507 $8,048,324 $388,854 $46,899,355 $ 7,897,890
========== ========== ======== =========== ===========
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- -----
Plan equity at
October 1, 1993 $134,271 $ 190 $ -- $ 97 $1,539,245 $64,993,046
-------- -------- -------- -------- ---------- -----------
Increases in plan equity:
Contributions 87,560 73,860 13,085 104,853 -- 6,636,711
Dividends 11,999 32,291 3,137 14,234 -- 1,172,575
Interest 1,412 1,530 363 1,727 -- 3,363,487
Realized gain(loss) on
investments (note 3) (3,025) (5,237) (593) (4,889) -- 645,380
Loan activity, net (4,979) (26,984) (13,265) (8,847) 391,643 --
-------- -------- -------- -------- ---------- -----------
92,967 75,460 2,727 107,078 391,643 11,818,153
-------- -------- -------- -------- ---------- -----------
Decreases in plan equity:
Unrealized depreciation of
investments (11,375) (30,988) (2,941) (16,454) -- (1,197,869)
Benefits paid (note 4) (1,171) (4,777) -- (22,934) -- (4,071,889)
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. -- -- -- -- (30,899) (58,161)
Interfund transfers, net 236,438 625,306 80,104 745,363 -- --
-------- -------- -------- -------- ---------- -----------
223,892 589,541 77,163 705,975 (30,899) (5,327,919)
-------- -------- -------- -------- ---------- -----------
Plan equity at
September 30, 1994 $451,130 $665,191 $ 79,890 $813,150 $1,899,989 $71,483,280
======== ======== ======== ======== ========== ===========
See accompanying notes to financial statements.
(Continued)
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Statements of Changes in Plan Equity, Continued
1993
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
---------- ----------- ----------- ----------- -----------
Plan equity at October 1, 1992 $4,386,260 $4,477,432 $294,327 $39,221,724 $5,092,760
---------- ---------- -------- ----------- ----------
Increases in plan equity:
Contributions 432,882 796,749 81,475 4,030,031 702,836
Dividends 142,358 617,693 10,820 -- 214,445
Interest 7,356 11,427 3,128 3,318,955 13,284
Realized gain(loss) on
investments (note 3) 158,379 48,725 -- -- (1,959)
Unrealized appreciation
(depreciation) of
investments 224,275 814,731 -- -- 2,214,920
Loan activity, net (79,125) (92,389) (16,984) (236,907) (22,946)
---------- ---------- -------- ----------- ----------
886,125 2,196,936 78,439 7,112,079 3,120,580
---------- ---------- -------- ----------- ----------
Decreases in plan equity:
Benefits paid (note 4) (308,376) (107,764) (40,716) (2,749,830) (216,767)
Transfers (to) from other
employee benefit plans
of Armstrong World
Industries, Inc. (1,181) (3,817) -- (13,784) (10,008)
Interfund transfers, net (354,668) 64,658 14,821 378,248 (198,235)
---------- ---------- -------- ----------- ----------
(664,225) (46,923) (25,895) (2,385,366) (425,010)
---------- ---------- -------- ----------- ----------
Plan equity at
September 30, 1993 $4,608,160 $6,627,445 $346,871 $43,948,437 $7,788,330
========== ========== ======== =========== ==========
"OTC" Asset Asset Mgr. Loan
Portfolio Fd. Manager Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- -------------- ------------
Plan equity at October 1, 1992 $ -- $ -- $ -- $1,103,257 $54,575,760
-------- --------- --------- ---------- -----------
Increases in plan equity:
Contributions 29,497 190 97 -- 6,073,757
Dividends 9,814 -- -- -- 995,130
Interest 374 -- -- -- 3,354,524
Realized gain(loss) on
investments (note 3) (310) -- -- -- 204,835
Unrealized appreciation
(depreciation) of
investments (1,656) -- -- -- 3,252,270
Loan activity, net 1,707 -- -- 446,644 --
-------- --------- ---------- ---------- -----------
39,426 190 97 446,644 13,880,516
-------- --------- ---------- ---------- -----------
Decreases in plan equity:
Benefits paid (note 4) (331) -- -- -- (3,423,784)
Transfers (to) from other
employee benefit plans of
Armstrong World
Industries, Inc. -- -- -- (10,656) (39,446)
Interfund transfers, net 95,176 -- -- -- --
-------- --------- --------- ---------- -----------
94,845 -- -- (10,656) (3,463,230)
-------- --------- --------- ---------- -----------
Plan equity at
September 30, 1993 $134,271 $190 $97 $1,539,245 $64,993,046
======== ========= ========= ========== ===========
See accompanying notes to financial statements.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Notes to Financial Statements
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis.
(b) Investments in Master Trust
---------------------------
The fair value of the commingled equity, specialized equity,
over-the-counter portfolio, and Asset Manager funds is based on
the underlying market value of the investments. The money
market fund is stated at cost which approximates fair value.
The fixed income fund is stated at the value of the underlying
investment contracts which represents contributions plus
interest at the contract rate, less benefits paid. The value of
the Armstrong stock fund is based on quoted market price. The
value of the loan portfolio fund represents the unpaid
principal of employee loans.
Securities transactions are recognized on the settlement date
(the date on which payment for a buy or sell order is made or
received), since adjustment to a trade-date basis would not be
material. Dividend income is recorded on the ex-dividend date.
Realized gains and losses on investments are determined by the
average cost method.
(c) Expenses
---------
All legal, accounting and administrative expenses associated
with Plan operations are paid by the Company.
(2) Plan Description
----------------
Armstrong World Industries, Inc. (the Company) has adopted the
Retirement Savings Plan for Hourly-Paid Employees of Armstrong World
Industries, Inc. (the Plan). The Plan is a defined contribution plan
established for the purpose of providing to eligible hourly-paid
employees a means for long-term savings intended for the
accumulation of retirement income in addition to that provided under
other retirement plans maintained for the benefit of employees.
During the Plan year ended September 30, 1993, four investment
options were added to the Plan. Effective January 1, 1993, an over-
the-counter portfolio mutual fund was made available for participant
investment and, effective September 1, 1993, three Asset Manager
mutual funds became investment options.
Participants may elect to make contributions to the Plan in each of
the following methods:
1. Up to 15% of their before-tax compensation, as deferred
compensation as permitted under Section 401(k) of the Internal
Revenue Code.
2. Up to 10% of their after-tax compensation.
Separate accounts are maintained for contributions made by or on
behalf of a participant. The accounts in each fund reflect the
participants' contributions together with dividends, interest, other
income, and realized and unrealized gains and losses allocated
thereon.
Participants have an immediate 100 percent vested interest with
respect to their contributions and are fully vested with regard to
any previously made matching company contributions.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Notes to Financial Statements, (Continued)
(3) Investments in Master Trust
---------------------------
Assets are held in a Master Trust administered by Fidelity
Management Trust Co., as Trustee, and are segregated into nine
investment options: a commingled equity mutual fund (Fidelity U.S.
Equity Index Portfolio), a specialized equity mutual fund (Fidelity
Magellan), a money market mutual fund (Fidelity Return Money Market
Portfolio), three Asset Manager mutual funds, an over-the-counter
mutual fund (OTC Portfolio Fund), a fixed income fund, and an
Armstrong stock fund. The Plan utilizes the Trustee and associated
investment managers to direct investment activity. The Plan
participates in all nine investment alternatives.
The following is a description of the investment funds to which Plan
participants can elect to allocate their contributions.
1. Commingled Equity Fund - This fund is principally a portfolio of
common stocks constructed and maintained with the objective of
providing investment results which approximate the overall
performance of the common stocks included in the Standard & Poor's
Composite Index of 500 stocks. At September 30, 1995, there were 462
active participants in this investment fund.
2. Specialized Equity Fund - This fund invests in common stocks of
companies having substantial growth prospects as determined by
independent investment managers. At September 30, 1995, there were
874 active participants in this investment fund.
3. Money Market Fund - This fund invests in short-term (less than one
year maturity) fixed income instruments such as U.S. Treasury Bills,
bank certificates of deposit, and high grade commercial paper. At
September 30, 1995, there were 145 active participants in this
investment fund.
4. Fixed Income Fund - Contributions to this fund are invested in the
general accounts of insurance companies and are credited at
contracted interest rates. At September 30, 1995, the interest rates
ranged between 5.69% and 9.00%. Invested principal and accumulated
interest amounts are guaranteed against loss by the insurance
company. At September 30, 1995, there were 2,612 active participants
in this investment fund.
5. Armstrong Stock Fund - Amounts invested in this fund, along with
dividend earnings thereon, are invested in Armstrong common stock.
At September 30, 1995, there were 1,686 active participants in this
investment fund. Common stock shares held by the fund at September
30, 1995 and 1994 were 189,316 and 182,060, respectively.
6. OTC Portfolio Fund - This fund invests in securities traded in the
over-the-counter securities market with the objective of maximizing
capital appreciation. Over-the-counter securities include common and
preferred stocks, securities convertible into common stock,
warrants, and debt instruments. At September 30, 1995, there were
109 active participants in this investment fund.
7. Asset Manager Fund - An asset allocation fund which invests in a
portfolio of stocks, bonds, and short-term instruments. The fund has
a balanced investment strategy with a goal of high total return with
reduced risk over the long term. At September 30, 1995, there were
96 active participants in this investment fund.
8. Asset Manager Income Fund - An asset allocation fund which invests
in a diversified portfolio of stocks, bonds, and short-term
instruments. The fund has a conservative investment strategy
focusing on bonds and short-term instruments to achieve a high level
of current income and capital preservation. At September 30, 1995,
there were 19 active participants in this investment fund.
9. Asset Manager Growth Fund - An asset allocation fund invested in a
diversified mix of stocks, bonds, and short-term instruments. The
fund's investment strategy is an aggressive one emphasizing stocks
with the goal of maximum total return over the long term. At
September 30, 1995, there were 122 active participants in this
investment fund.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Notes to Financial Statements, (Continued)
10. Loan Portfolio Fund - The amount in this fund represents the unpaid
principal balances of loans made by Plan participants in accordance
with established loan provision guidelines. At September 30, 1995,
there were 628 loans outstanding.
The following table presents the cost and fair values of the investments
in securities of the Master Trust at September 30, 1995 and 1994:
September 30, 1995 September 30, 1994
------------------ ------------------
Investment Cost Fair Value Cost Fair Value
---------- ---- ---------- ---- ----------
Commingled equity $ 3,842,761 $ 5,767,464 $ 3,471,594 $ 4,339,507
Specialized equity 8,136,472 11,315,817 7,621,159 8,048,324
Money market 540,741 540,741 388,854 388,854
Fixed income 52,340,946 52,340,946 46,899,355 46,899,355
Armstrong stock 6,940,090 10,507,047 6,418,193 7,897,890
OTC portfolio 537,818 657,654 464,161 451,130
Asset manager 829,445 850,760 696,179 665,191
Asset manager income 100,379 103,847 82,831 79,890
Asset manager growth 687,901 733,731 829,604 813,150
Loan portfolio 2,381,480 2,381,480 1,899,989 1,899,989
----------- ----------- ----------- -----------
$76,338,033 $85,199,487 $68,771,919 $71,483,280
=========== =========== =========== ===========
The amounts of realized gain (loss) on investments in securities of the
Master Trust for the years ended September 30, 1995, 1994, and 1993 are
presented below:
Aggregate Aggregate Realized
1995 --------- --------- --------
---- Proceeds Cost Gain (Loss)
-------- --------- -----------
Commingled equity $ 472,019 $ 365,070 $106,949
Specialized equity 5,448,317 5,146,746 301,571
Armstrong stock 826,591 611,332 215,259
OTC portfolio 246,546 215,317 31,229
Asset manager 176,640 183,312 (6,672)
Asset manager income 24,947 25,162 (215)
Asset manager growth 391,525 409,490 (17,965)
---------- ---------- --------
$7,586,585 $6,956,429 $630,156
========== ========== ========
1994
----
Commingled equity $ 878,672 $ 699,100 $179,572
Specialized equity 2,458,673 2,417,362 41,311
Armstrong stock 1,401,041 962,800 438,241
OTC portfolio 44,812 47,837 (3,025)
Asset manager 89,701 94,938 (5,237)
Asset manager income 15,000 15,593 (593)
Asset manager growth 142,652 147,541 (4,889)
---------- ---------- --------
$5,030,551 $4,385,171 $645,380
========== ========== ========
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF ARMSTRONG WORLD INDUSTRIES, INC.
Notes to Financial Statements, (Continued)
1993 Aggregate Aggregate Realized
---- --------- --------- --------
Proceeds Cost Gain (Loss)
-------- ---- -----------
Commingled equity $813,795 $655,416 $158,379
Specialized equity 2,026,637 1,977,912 48,725
Armstrong stock 577,975 579,934 (1,959)
OTC portfolio 74,147 74,457 (310)
---------- ---------- --------
$3,492,554 $3,287,719 $204,835
========== ========== ========
(4) Benefits
--------
Under terms of the Plan, a participant (or a beneficiary) is
eligible for benefits upon retirement, termination of employment, or
death before retirement. Disbursement of the total amount credited
to a participant's account is payable (i) in a lump sum or (ii) in
the case of retirement, in such other manner as requested by the
participant and approved by the Plan Administrator. In addition, a
participant may elect to withdraw all or any part of his account
attributable to his contributions.
If the amount of a withdrawal exceeds the amount of contributions
made by the participant and not previously withdrawn, the
participant shall be ineligible to make contributions for a
specified period, except that a participant may elect to withdraw
all or any portion of his account attributable to tax deductible
contributions.
Under the rules of the Plan, the participant may borrow up to 90
percent of his account, other than amounts attributable to tax
deductible contributions or amounts invested in the Armstrong Stock
Fund, with the approval of the Plan Administrator. The amount of the
loan is transferred to a Loan Reserve pledged as security for the
loan and is evidenced by a promissory note payable to the Plan.
Interest rates are determined periodically by the Retirement Savings
Plan Committee in accordance with prevailing interest rates. The
loans are reflected in the Loan Portfolio investment fund. Loan
repayments are made by payroll deductions or in a manner agreed to
by the employee and the Plan Administrator.
(5) Obligation for Benefits
-----------------------
All the funds of the Plan are held by investing institutions
appointed by the Company under a trust agreement or investment
contract. Benefits under the Plan are payable only out of these
funds. The Company has no legal obligation to make any direct
payment of benefits accrued under the Plan.
Except as may be provided in an investment contract, neither the
Company nor any investing institution guarantees the funds of the
Plan against any loss or depreciation or guarantees the payment of
any benefit hereunder. Although the Company has not expressed any
intent to terminate the Plan, it may do so at any time. In case of
termination or partial termination, the total amount in each
employee's account will be distributed as the Plan Administrator
directs.
(6) Federal Income Taxes
--------------------
By a letter dated February 13, 1996, the Internal Revenue Service
has determined and informed the Company that the Plan qualifies
under the applicable provisions of the Internal Revenue Code and is
therefore exempt from federal income taxes.
Independent Auditors' Report
----------------------------
The Retirement Committee
Armstrong World Industries, Inc.:
We have audited the accompanying statements of net assets of the Retirement
Savings Plan for Hourly-Paid Employees of Armstrong World Industries, Inc. as of
September 30, 1995 and 1994 and the related statements of changes in plan equity
for each of the years in the three-year period ended September 30, 1995. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Retirement Savings Plan for
Hourly-Paid Employees of Armstrong World Industries, Inc. as of September 30,
1995 and 1994 and the changes in its plan equity for each of the years in the
three-year period ended September 30, 1995, 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 fund information in the statements of
net assets and the statements of changes in plan equity is presented for
purposes of additional analysis rather than to present the net assets and
changes in plan equity of each fund. The fund information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
February 26, 1996
EXHIBIT INDEX
24 Consent of Independent Auditors
Consent of Independent Auditors
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The Retirement Committee
Armstrong World Industries, Inc.:
We consent to incorporation by reference in the Registration Statement No. 33-
18997 on Form S-8 of Armstrong World Industries, Inc. of our report dated
February 26, 1996, relating to the statements of net assets of the Retirement
Savings Plan for Hourly-Paid Employees of Armstrong World Industries, Inc. as of
September 30, 1995 and 1994 and the related statements of changes in plan equity
for each of the years in the three-year period ended September 30, 1995, which
report is included herein.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
March 21, 1996