1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------

F O R M 10-Q

For the Quarter Ended April 3, 1999 Commission File Number 1-5315

===========================

S P R I N G S I N D U S T R I E S, I N C.
(Exact name of registrant as specified in its charter)

SOUTH CAROLINA 57-0252730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

205 North White Street
Fort Mill, South Carolina 29715
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:
(803) 547-1500

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

Yes X No
----- -----

As of May 13, 1999, there were 10,690,342 shares of Class A Common Stock and
7,156,663 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.

------------------------------

There are 35 pages in the sequentially numbered, manually signed original of
this report.

The Index to Exhibits is on Page 21

1
2

TABLE OF CONTENTS TO FORM 10-Q

PART I - FINANCIAL INFORMATION

ITEM PAGE
- ---- ----

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3

2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 11
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 17

PART II - OTHER INFORMATION

4. SUBMISSION OF MATTERS TO A VOTE 18
OF SECURITY HOLDERS

6. EXHIBITS 19

SIGNATURES 20

EXHIBIT INDEX 21

2
3

PART I
ITEM I - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share amounts)
(Unaudited)

THIRTEEN WEEKS ENDED
------------------------------
APRIL 3, APRIL 4,
1999 1998
--------- ----------

OPERATIONS
Net sales..................................................... $ 584,000 $ 556,736

Cost and expenses:
Cost of goods sold ......................................... 481,356 455,059
Selling, general and administrative expenses................ 72,819 75,001
Restructuring and realignment expenses...................... -- 24,850
Year 2000 expenses.......................................... 452 1,420
Interest expense............................................ 6,329 5,554
Other (income) expense...................................... (1,527) (144)
--------- ----------
Total....................................................... 559,429 561,740
--------- ----------

Income (loss) before income taxes............................. 24,571 (5,004)

Income tax provision (benefit)................................ 9,327 (1,905)
--------- ----------

Net income (loss)........................................... $ 15,244 $ (3,099)
========= ==========

Basic earnings (loss) per common share........................ $ .85 $ (.16)
========= ==========

Diluted earnings (loss) per common share. .................... $ .84 $ (.16)
========= ==========

Cash dividends declared per common share:
Class A common shares....................................... $ .33 $ .33
========= ==========
Class B common shares....................................... $ .30 $ .30
========= ==========
Basic weighted-average common shares outstanding.............. 17,831 19,396
Dilutive effect of stock-based compensation awards............ 258 --
--------- ----------
Diluted weighted-average common shares outstanding............ 18,089 19,396
========= ==========

RETAINED EARNINGS
Retained earnings at beginning of period...................... $ 631,943 $ 701,354
Net income (loss)............................................. 15,244 (3,099)
Repurchase of Class A common stock............................ -- (29,059)
Cash dividends declared....................................... (5,672) (6,188)
--------- ----------
Retained earnings at end of period............................ $ 641,515 $ 663,008
========= ==========

See Notes to Condensed Consolidated Financial Statements.

SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)

APRIL 3, JANUARY 2,
1999 1999
----------- -----------

ASSETS
Current assets:
Cash and cash equivalents ............... $ 890 $ 48,127
Accounts receivable, net ................ 328,579 275,144
Inventories, net ........................ 387,671 387,988
Other ................................... 51,676 75,917
----------- -----------
Total current assets .................. 768,816 787,176
----------- -----------

Property, plant and equipment ............. 1,391,717 1,350,223
Accumulated depreciation ................ (817,258) (794,827)
----------- -----------
Property, plant and equipment, net .... 574,459 555,396
----------- -----------
Other assets .............................. 125,397 92,760
----------- -----------

Total ................................. $ 1,468,672 $ 1,435,332
=========== ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings ................... $ 7,200 $ --
Current maturities of long-term debt .... 21,551 21,313
Accounts payable ........................ 107,689 104,796
Other accrued liabilities ............... 102,405 106,158
----------- -----------
Total current liabilities ............. 238,845 232,267
----------- -----------

Noncurrent liabilities:
Long-term debt .......................... 291,548 267,991
Accrued benefits and deferred
compensation ........................... 172,200 179,885
Other ................................... 31,005 31,073
----------- -----------
Total noncurrent liabilities .......... 494,753 478,949
----------- -----------

Shareowners' equity:
Class A common stock- $.25 par value
(10,733,503 and 10,728,594 shares
issued in 1999 and 1998, respectively) 2,683 2,682
Class B common stock- $.25 par value
(7,196,864 shares issued and
outstanding in 1999 and 1998) ......... 1,799 1,799
Additional paid-in capital .............. 100,773 100,446
Retained earnings ....................... 641,515 631,943
Cost of Class A common shares in treasury
(97,169 and 98,313 shares in 1999
and 1998, respectively) ............... (2,210) (2,230)
Accumulated other comprehensive loss .... (9,486) (10,524)
----------- -----------
Total shareowners' equity ............. 735,074 724,116
----------- -----------
Total ................................. $ 1,468,672 $ 1,435,332
=========== ===========

See Notes to Condensed Consolidated Financial Statements.

SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)

THIRTEEN WEEKS ENDED
-----------------------------
APRIL 3, APRIL 4,
1999 1998
-------- ----------

Operating activities:
Net income (loss) ............................ $ 15,244 $ (3,099)
Adjustments to reconcile net income (loss) to
net cash used by operating activities:
Depreciation and amortization ............... 25,614 23,266
Provision for restructuring costs ........... -- 23,049
Gains on disposals of property, plant and
equipment ................................. (1,133) --
Changes in working capital, net ............. (41,864) (77,608)
Other, net .................................. (19,167) (4,318)
-------- --------
Net cash used by operating activities .... (21,306) (38,710)
-------- --------

Investing activities:
Purchases of property, plant and
equipment .................................. (33,079) (34,255)
Proceeds from sales of property, plant and
equipment .................................. 2,641 311
Proceeds from sales of businesses ............ 36,094 --
Business acquisitions ........................ (47,754) --
Principal collected on notes receivable ...... 476 2,002
-------- --------
Net cash used by investing activities .... (41,622) (31,942)
-------- --------

Financing activities:
Proceeds from (repayments of) short-term
borrowings, net .............................. 5,979 54,500
Proceeds from long-term borrowings ........... 25,000 60,000
Repayments of long-term debt ................. (3,949) (517)
Repurchase of Class A common shares .......... -- (32,367)
Proceeds from exercise of stock options ...... -- 1,600
Cash dividends paid .......................... (11,339) (12,538)
-------- --------
Net cash provided by financing activities 15,691 70,678
-------- --------
Increase (decrease) in cash and cash equivalents $(47,237) $ 26
======== ========

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Significant Accounting Policies:

The accompanying unaudited, condensed, consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation have been included. Operating results for the three-month
period ended April 3, 1999, are not necessarily indicative of the
results that may be expected for the year ending January 1, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the annual report on Form 10-K for the
year ended January 2, 1999 (the "1998 Annual Report") of Springs
Industries, Inc. ("Springs" or the "Company").

Use of Estimates: Preparation of the Company's condensed consolidated
statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosures
relating to contingent assets and liabilities, and the reported amounts
of revenues and expenses. Actual results could differ from those
estimates.

Reclassifications: Certain prior year amounts have been reclassified to
conform with the 1999 presentation.

Recently Issued Accounting Standards: Effective January 3, 1999, the
Company adopted Statement of Position No. 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use."
This standard revised the accounting for software development costs and
requires the capitalization of certain costs which the Company has
historically expensed. Adoption of this statement has not had a
material impact on the Company's financial position, results of
operations, or cash flows.

In June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be
adopted in fiscal years beginning after June 15, 1999. This Statement,
which the Company intends to adopt for its year 2000 fiscal year, will
require the Company to recognize all derivatives on the balance sheet
at fair value and may impact the Company's earnings depending on the
instruments held at the time of adoption. The Company has not yet
determined the impact FASB Statement No. 133 will have on its financial
position, results of operations, or cash flows.

2. Receivables:

The Company's reserve for doubtful accounts was $11.2 million at April
3, 1999, compared to $11.7 million at January 2, 1999. During the first
quarter of 1999, net write-offs of approximately $2.3 million for
previously reserved accounts more than offset the $1.8 million increase
in the Company's provision for doubtful accounts.

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7

3. Inventories:

Inventories are valued at the lower of cost or market and are
summarized as follows (in thousands):

April 3, January 2,
1999 1999
-------- -----------

Standard cost (which approximates
average cost) or average cost:
Finished goods ................................ $255,023 $267,143
In process .................................... 166,903 171,438
Raw materials and supplies .................... 66,191 54,965
-------- --------
488,117 493,546
Less LIFO reserve .............................. (100,446) (105,558)
-------- --------

Total ......................................... $387,671 $387,988
======== ========

4. Restructuring and Realignment Costs:

1996 Restructuring

As disclosed in the 1998 Annual Report, in the second quarter of 1996
the Company adopted a restructuring plan to consolidate and realign its
fabric manufacturing operations. The restructuring plan was completed
during the fourth quarter of 1998.

The Company incurred realignment expenses of $1.8 million during the
first quarter of 1998 for equipment relocation and other expenses
related to the 1996 plan that do not qualify as "exit costs" as defined
by Emerging Issues Task Force Issue No. 94-3.

1998 Restructuring

As disclosed in the 1998 Annual Report, in the first quarter of 1998,
the Company adopted a plan to close one of its facilities, the Rock
Hill Printing and Finishing Plant. At that time, the Company recorded a
pretax charge of $23.0 million, which included an $11.3 million
write-off of plant and equipment, a $4.0 million accrual for
anticipated severance costs arising from the elimination of
approximately 480 positions, and a $7.7 million accrual primarily for
idle plant costs, demolition costs, and costs associated with a defined
benefit plan.

The restructuring plan was completed during the fourth quarter of 1998.
Springs reduced the severance accrual in the third quarter of 1998 due
to lower-than-expected costs per associate. In addition, the accrual
for other expenses was reduced in the third quarter of 1998, primarily
as a result of lower-than-anticipated costs associated with a defined
benefit plan and its unexpected sale on September 25, 1998, of the Rock
Hill facility. As a result of the sale, the Company reversed accruals
relating to idle plant costs and demolition costs of approximately $4.3
million in the third quarter of 1998.

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5. Acquisitions and Divestitures:

On January 5, 1999, the Company acquired the remaining 50 percent
interest in American Fiber Industries, LLC ("AFI"), a manufacturer and
distributor of bed pillows, mattress pads, down comforters and
comforter accessories. Springs acquired its original 50 percent
interest in AFI in February 1997 and had been accounting for the
original investment under the equity method.

The purchase price for the remaining interest totaled approximately $15
million. The Company has accounted for the remaining interest as a
step-acquisition in accordance with APB Opinion No. 16, "Business
Combinations" ("APB 16") whereby the purchase price was allocated to
the assets acquired and to the liabilities assumed based on 50 percent
of their estimated fair value on the date of acquisition. In addition,
AFI's operating results have been included in the Company's
consolidated financial statements beginning as of the acquisition date.

On January 23, 1999, the Company acquired Regal Rugs, Inc. ("Regal"), a
subsidiary of Readicut International plc. Regal manufactures bath and
accent rugs for sale to department and specialty stores, national chain
stores, and catalog retailers. The purchase price was approximately $35
million, subject to possible adjustments. The acquisition was accounted
for as a purchase in accordance with APB 16, and its operating results
have been included in the Company's consolidated financial statements
beginning as of the acquisition date. The purchase price was allocated
to the assets acquired and to the liabilities assumed based on their
estimated fair market value at the date of acquisition.

The purchase price allocations for both the AFI and Regal acquisitions
are expected to be finalized in mid-1999 upon receipt of independent
appraisals of the plants and equipment acquired. No material
adjustments to the initial purchase price allocations are expected. The
excess of the purchase price over the fair value of net assets
acquired, which totaled $35.4 million for both transactions, has been
recorded as goodwill and is being amortized on a straight-line basis
over 20 years.

Effective August 7, 1998, the Company sold its UltraSuede business and
certain related assets of the UltraFabrics division. Effective December
19, 1998, the Company disposed of its Industrial Products division.
Effective January 2, 1999, the Company disposed of the net assets of
the Company's Springfield division. Effective March 31, 1999, the
Company sold its UltraLeather business, the remaining portion of the
UltraFabrics division. The combined sales of these businesses and
earnings before interest and taxes included in the Company's first
quarter 1998 results were $48.2 million and $4.5 million, respectively.
The first quarter 1999 sales and earnings before interest and taxes of
the UltraLeather business were not material.

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9

6. Accrued Benefits and Deferred Compensation:

The long-term portion of accrued benefits and deferred compensation
were comprised of the following: (in thousands)

April 3, January 2,
1999 1999
--------- ----------

Postretirement medical benefit obligation $ 63,764 $ 65,060
Deferred compensation 62,367 66,640
Other employee benefit obligations 46,069 48,185
-------- ---------

$172,200 $ 179,885
======== =========

7. Comprehensive Income:

Comprehensive income (loss) was $16.3 million and $(3.3) million for
the three-month periods ended April 3, 1999, and April 4, 1998,
respectively. Net income (loss) differed from comprehensive income as a
result of foreign currency translation adjustments.

8. Contingencies:

As disclosed in the 1998 Annual Report, Springs is involved in certain
administrative proceedings governed by environmental laws and
regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. In connection
with these proceedings, the Company estimates the range of possible
losses for such matters to be between $8 million and $13 million and
has accrued an undiscounted liability of approximately $11 million as
of April 3, 1999, which represents management's best estimate of
Springs' probable liability concerning all known environmental matters.

Springs is also involved in various legal proceedings and claims
incidental to its business. Springs is protecting its interests in all
such proceedings.

In the opinion of management, based on the advice of counsel, the
likelihood that the resolution of the above matters would have a
material adverse impact on either the financial condition or the future
results of operations of Springs is remote.

9. Reportable Segment Information:

Prior to the first quarter of 1999, Springs had two reportable
segments: home furnishings and specialty fabrics. The home furnishings
segment manufactures, purchases for resale and markets home furnishings
products. The specialty fabrics segment manufactured, finished,
purchased for resale and marketed woven and non-woven fabrics. In
connection with the Company's recent divestiture of four of its
specialty fabrics businesses, including its UltraFabrics Division in
March 1999, Springs realigned its organizational structure during the
first quarter of 1999 to reflect the Company's strategic focus on the
home furnishings market, resulting in one reportable segment. The home
furnishings segment's operating results have been restated to include
the Company's Retail and Specialty Fabrics unit's operating results,
which were previously included in the specialty fabrics segment.

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10

The accounting policies of the home furnishings segment are the same as
those described in the summary of significant accounting policies. The
Company evaluates the segment's performance based on profit or loss
from operations before income taxes, unusual items, interest expense,
and other (income), net. Its principal markets and operations are in
North America.

Based on the current organizational structure, sales and profit from
operations before unusual items for the home furnishings segment are as
follows: (in millions)

Three Months Ended
----------------------------
April 3, April 4,
1999 1998
-------- --------

Trade sales:
Home furnishings ............................. $ 584.0 $ 508.5
Other ........................................ -- 48.2
-------- --------
Total ........................................ $ 584.0 $ 556.7
======== ========

Profit from operations before unusual items:
Home furnishings ............................. $ 29.8 $ 22.2
Other ........................................ -- 4.5
-------- --------
Total ........................................ 29.8 26.7

Unusual items (1) ............................ 0.4 26.3
Interest expense ............................. 6.3 5.5
Other (income), net .......................... (1.5) (0.1)
-------- --------
Income (loss) before income taxes ............ $ 24.6 $ (5.0)
======== ========

(1) Unusual items for the first quarter of 1999 represent Year 2000 expenses. In
1998, unusual items included restructuring and realignment expenses and Year
2000 expenses of which $26.2 million was charged to the home furnishings
segment.

Total assets for the home furnishings segment were $1,468.7 million and $1,396.4
million at April 3, 1999, and January 2, 1999, respectively.

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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Prior to the first quarter of 1999, Springs had two reportable segments: home
furnishings and specialty fabrics. The home furnishings segment manufactures,
purchases for resale and markets home furnishings products. The specialty
fabrics segment manufactured, finished, purchased for resale and marketed woven
and non-woven fabrics. In connection with the Company's recent divestiture of
four of its specialty fabrics businesses, including its UltraFabrics Division in
March 1999, Springs realigned its organizational structure during the first
quarter of 1999 to reflect the Company's strategic focus on the home furnishings
market, resulting in one reportable segment. The home furnishings segment's
operating results have been restated to include the Retail and Specialty Fabrics
unit's operating results, which were previously included in the specialty
fabrics segment.

The home furnishings segment offers a variety of products including sheets,
pillowcases, bedspreads, comforters, infant and toddler bedding, shower
curtains, accent and bath rugs, towels, other bath fashion accessories,
home-sewing fabrics, draperies, drapery hardware, and decorative window
furnishings. During the first quarter of 1999, the Company acquired two home
furnishings businesses. On January 5, 1999, the Company acquired the remaining
50 percent interest in American Fiber Industries, a manufacturer and distributor
of bed pillows, mattress pads, down comforters and comforter accessories. The
purchase price of the remaining interest totaled approximately $15 million. The
Company has accounted for the remaining interest as a purchase with the
operating results included in the Company's consolidated financial statements
beginning as of the acquisition date. On January 23, 1999, the Company acquired
Regal Rugs, Inc. Regal Rugs manufactures bath and accent rugs for sale to
department and specialty stores, national chain stores, and catalog retailers.
The purchase price was approximately $35 million, subject to possible
adjustments. The acquisition was accounted for as a purchase and its operating
results have been included in the Company's consolidated financial statements
beginning as of the acquisition date. The excess of the purchase price over the
fair value of net assets acquired, which totaled $35.4 million for both
transactions, has been recorded as goodwill and is being amortized on a
straight-line basis over 20 years.

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RESULTS OF OPERATIONS

Sales

Net sales for the first quarter of 1999 were $584.0 million, up 4.9 percent from
the first quarter of 1998, which included sales from the divested specialty
fabrics businesses. The home furnishings segment's sales (as restated) were up
14.8 percent from last year. The increase in home furnishings sales (as
restated) was principally attributable to the first-quarter acquisitions of
American Fiber Industries and Regal Rugs and stronger sales of bed and bath
fashions. The increased bed and bath volume was associated with the initial
shipments of significant new programs brought to market during the quarter.
Continued weakness in baby products and licensed juvenile bed and bath products
partially offset the progress in other bed and bath categories.

Earnings

Net income for the first quarter was $15.2 million, or $0.84 per diluted share,
after taking into account the expense of Year 2000 systems remediation. Last
year's net loss of $3.1 million, or $0.16 per diluted share, was caused by three
unusual items: a pretax charge of $23.0 million associated with the closing of
the Company's Rock Hill, South Carolina, plant, realignment expenses arising
from the restructuring of fabric manufacturing operations, and Year 2000
expenses. First-quarter income before unusual items was $15.5 million, or $0.86
per diluted share, compared to $13.2 million, or $0.66 per diluted share, a year
ago.

The Company's pretax operating profit for the first quarter of 1999 increased by
$29.0 million from the comparable period in 1998 (which included pretax
operating profit from the divested specialty fabrics businesses), after taking
into account the net effects of restructuring and realignment expenses in the
prior year and Year 2000 expenses in both years. Similarly, the home furnishings
segment's pretax operating profit (as restated) increased by $33.4 million.
Excluding the effects of unusual items, the home furnishings segment's pretax
operating profit (as restated) for the first quarter increased by $7.6 million
compared to the first quarter of 1998. The profit improvement was attributable
principally to increased bed and bath sales volume.

RESTRUCTURING AND REALIGNMENT COSTS

1996 Restructuring

As disclosed in the 1998 Annual Report, in the second quarter of 1996, the
Company adopted a restructuring plan to consolidate and realign its fabric
manufacturing operations. The plan benefited operating results by reducing the
volume of linear yards and second-quality units produced, by reducing the
complexity of the finishing process, and by increasing manufacturing flexibility
with respect to the use of finished roll stock. The restructuring plan was
completed during the fourth quarter of 1998.

The Company incurred realignment expenses of $1.8 million during the first
quarter of 1998 for equipment relocation and other expenses related to the 1996
plan that do not qualify as "exit costs" as defined by Emerging Issues Task
Force Issue No. 94-3.

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1998 Restructuring

As disclosed in the 1998 Annual Report, in the first quarter of 1998, the
Company adopted a plan to close one of its facilities, the Rock Hill Printing
and Finishing Plant. At that time, the Company recorded a pretax charge of $23.0
million, which included an $11.3 million write-off of plant and equipment, a
$4.0 million accrual for anticipated severance costs arising from the
elimination of approximately 480 positions, and a $7.7 million accrual primarily
for idle plant costs, demolition costs, and costs associated with a defined
benefit plan. The benefits derived from this restructuring plan have been lower
product costs and better utilization of existing capacity in other facilities.

The restructuring plan was completed during the fourth quarter of 1998. Springs
reduced the severance accrual in the third quarter of 1998 due to
lower-than-expected costs per associate. In addition, the accrual for other
expenses was reduced in third quarter of 1998, primarily as a result of
lower-than-anticipated costs associated with a defined benefit plan and its
unexpected sale on September 25, 1998, of the Rock Hill facility. As a result of
the sale, the Company reversed accruals relating to idle plant costs and
demolition costs of approximately $4.3 million in the third quarter of 1998.

CAPITAL RESOURCES AND LIQUIDITY

The Company expects capital expenditures for 1999 to approximate $170 million.
Management believes that cash flow from operations, cash received from completed
sales of assets and businesses, and borrowings from committed bank lines and
commercial paper will adequately provide for the Company's cash needs during
1999.

YEAR 2000 COMPUTER ISSUE

Overview

The "Year 2000 Computer Issue" arises because many computer programs use only
two digits to refer to a year. If uncorrected, these computer programs may not
be able to distinguish between the years 1900 and 2000 and consequently may fail
to operate or may produce unpredictable results.

Springs has been addressing the Year 2000 Computer Issue within its information
technology and non-information technology systems through a Company-wide Year
2000 Project. Non-information technology systems typically include embedded
technology such as computer chips within manufacturing equipment and building
security systems. (Information technology and non-information technology systems
are hereinafter referred to as "information systems.") The Company's Year 2000
Project commenced in 1996 and is directed by an internal Program Management
Office. In general, Springs' Year 2000 Project is proceeding on or ahead of
schedule.

In addition, in 1993, the Company began a series of capital investment projects
to improve internal operations and customer service by consolidating and
replacing certain information systems. As part of these capital projects, the
Company has been replacing certain older, non-compliant information systems with
Year 2000 compliant information systems. These capital projects are expected to
be completed by the end of the second quarter of 1999.

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Year 2000 Project

The Company organized its Year 2000 Project into six broad phases: (1)
development of a Company-wide inventory of information systems, (2) development
of Company-wide standards, processes and guidelines for remediation, testing and
certification, (3) remediation, (4) testing, (5) certification, and (6)
development of contingency plans, as necessary. The Company will certify an
information system as Year 2000 compliant only after the information system
satisfies the Company's established test criteria. The Company completed the
inventory of its information systems in 1997. The Company divided the
remediation of information systems which would not be replaced through a capital
project into two major efforts (business applications and process logic
controllers) and also undertook a project to contact certain key trading
partners.

(a) Business Applications: This project addresses all Company business
applications, such as general ledger, accounts receivable, order fulfillment and
payroll, and the technical infrastructure which supports them. As of April 3,
1999, the Company has certified approximately 98% of its business applications'
lines of code as Year 2000 compliant. The Company expects to certify all
business applications and supporting technical infrastructure as Year 2000
compliant by the end of the second quarter of 1999, except as disclosed below
for recently acquired businesses.

(b) Process Logic Controllers: This project addresses the hardware,
software and associated embedded chips that are used in the operation of all
facilities and manufacturing equipment used by the Company. As of April 3, 1999,
approximately 95% of the Company's process logic controllers are Year 2000
compliant. The Company projects that the rest will be repaired or replaced by
the end of the second quarter of 1999, except as disclosed below for recently
acquired businesses.

(c) Trading Partners: This project involves identifying critical
vendors and customers and communicating with them about their compliance status
and plans. The Company contacted all trading partners with which it does over
$100,000 in business annually, all electronic data interchange trading partners,
any other critical trading partner that did not otherwise meet the criteria, and
all utilities which serve the Company in order to request written information
regarding each trading partner's Year 2000 compliance status. The Company has
been receiving written responses which indicate whether its trading partners are
or plan to become Year 2000 compliant. The Company is aware that these written
responses may not accurately represent the Year 2000 compliance status of its
trading partners. The Company is continuing to follow up with its trading
partners and will develop contingency plans as necessary.

Costs

The total cost of the Company's Year 2000 Project is not expected to be material
to the Company's financial position. The Company presently expects to incur
approximately $13 million of pretax expense in connection with its Year 2000
Project. Approximately $2.8 million of pretax expense was incurred in fiscal
1997, the first year in which the Company incurred Year 2000 expenses. In
addition, expenses totaling approximately $7.1 million were incurred during 1998
related to this effort. During the first quarter of 1999, the Company incurred
$0.5 million of Year 2000 expenses. The funds to

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complete the remediation efforts are expected to be provided from cash flow from
operations.

Acquisitions

The Company plans to remediate or replace all non-compliant information systems
at its recently acquired businesses by the end of the fourth quarter of 1999.

Risks

Due to the numerous uncertainties inherent in the Year 2000 Computer Issue, the
Company cannot ensure, despite its ongoing communications with its trading
partners, that its most important suppliers and customers will be Year 2000
compliant on time. The failure of critical suppliers or customers to timely
correct their Year 2000 Computer Problems could materially and adversely affect
the Company's operations and financial condition, even resulting in interruption
of normal business operations. The Company has implemented and certified a
contingency plan to continue transacting business with electronic data
interchange trading partners who do not implement the Year 2000 version of the
electronic data interchange software. The Company has not completed written
contingency plans for the complete business failure of any of its key trading
partners, which at this point appears to be unlikely. The Company believes it
would be able to identify alternative raw materials suppliers in the event a
critical supplier could not supply raw materials to the Company because of a
Year 2000 problem.

The failure on the part of the Company to timely complete a Year 2000
remediation project or capital project in one or more of its divisions also
could result in an interruption in, or failure of, normal business operations
and could materially and adversely affect the Company's financial condition. At
the end of first quarter, all projects are proceeding substantially according to
plan. The Company believes that all projects will be completed prior to the end
of 1999. The Company will continue to monitor all Year 2000 projects and capital
projects, including related capital projects, and will develop contingency plans
for specific business divisions, if required.

The Company is preparing contingency plans to address the possibility of
information systems failures at each of its facilities. The Company expects to
complete the majority of these contingency plans during the second quarter of
1999 and will continue to evaluate the need to prepare additional contingency
plans.

At this point, the Company cannot determine whether any other contingency plans
are necessary or whether any such plan could completely alleviate the risk to
the Company of its own or a key trading partner's failure to timely become Year
2000 compliant.

Forward-looking statements contained in this Year 2000 Computer Issue section
should be read in conjunction with the Company's disclosures under the heading
"FORWARD LOOKING INFORMATION" beginning on page 16.

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS

Interest Rate Risk: Springs is exposed to interest rate volatility with regard
to existing issuances of variable rate debt. The Company uses interest rate
swaps to reduce interest rate volatility and funding costs associated with
certain debt issues and to achieve a desired proportion of variable versus
fixed-rate debt, based on current and projected market

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16
conditions. The fair value of the Company's derivative financial instruments and
other financial instruments that are sensitive to changes in interest rates,
including interest rate swaps and debt obligations, has not changed materially
at April 3, 1999, relative to the fair value of such instruments at January 2,
1999.

Commodity Price Risk: The Company is exposed to price fluctuations related to
anticipated purchases of certain raw materials, primarily cotton fiber. Springs
uses a combination of forward delivery contracts and exchange-traded futures
contracts, consistent with the size of its business, to reduce the Company's
exposure to price volatility. Management assesses these contracts on a
continuous basis to determine if contract prices will be recovered through
subsequent sales. The fair value of futures contracts held at April 3, 1999, was
not material, and near-term changes in commodity prices are not expected to have
a material impact on the Company's future earnings or cash flows.

NEW PRONOUNCEMENTS

Effective January 3, 1999, the Company adopted Statement of Position No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This standard revised the accounting for software development
costs and requires the capitalization of certain costs which the Company has
historically expensed. Adoption of this statement has not had a material impact
on the Company's financial position, results of operations, or cash flows.

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, which addresses accounting
for derivative instruments, and which the Company plans to adopt for its year
2000 fiscal year, will be effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. The Company has not determined the impact of this
standard on its financial position, results of operations, or cash flows.

FORWARD LOOKING INFORMATION

This Form 10-Q report contains forward-looking statements that are based on
management's expectations, estimates, projections, and assumptions. Words such
as "expects," "believes," "estimates," and variations of such words and similar
expressions are intended to identify such forward-looking statements which
include but are not limited to projections of expenditures, savings, completion
dates, cash flows, and operating performance. Such forward-looking statements
are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are not guaranties of future
performance; instead, they relate to situations with respect to which certain
risks and uncertainties are difficult to predict. Actual future results and
trends, therefore, may differ materially from what is forecast in
forward-looking statements due to a variety of factors, including: the ability
of the Company and its suppliers and customers to bring their information
systems to readiness for the Year 2000; the health of the retail economy in
general, competitive conditions, and demand for the Company's products; progress
toward the Company's cost-reduction goals; unanticipated natural disasters;
legal proceedings; labor matters; and the availability and price of raw
materials which could be affected by weather, disease, energy costs, or other
factors.

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ITEM 3. - QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK

The information called for by this item is incorporated by reference from this
Form 10-Q under the caption "Market Risk Sensitive Instruments and Positions" of
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations."

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PART II - OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of the security holders of the Company was held
on April 19, 1999.

(b) During the annual meeting, the security holders of the Company
elected the following directors to hold office until the next annual meeting of
the security holders and until a successor is duly elected and qualified:

John F. Akers John H. McArthur
Crandall C. Bowles Aldo Papone
John L. Clendenin Robin B. Smith
Leroy S. Close Sherwood H. Smith, Jr.
Charles W. Coker Stewart Turley

(c)

Description of Matter Voted Upon For Against or Withheld Abstentions

(i)
Annual election of directors:
John F. Akers 36,426,012 113,417
Crandall C. Bowles 36,422,455 116,974
John L. Clendenin 36,429,160 110,269
Leroy S. Close 36,417,120 122,309
Charles W. Coker 36,426,285 113,144
John H. McArthur 36,428,852 110,577
Aldo Papone 36,425,056 114,373
Robin B. Smith 36,425,131 114,298
Sherwood H. Smith, Jr. 36,425,489 113,940
Stewart Turley 36,425,262 114,167

(ii)
Ratification of the appointment of 36,317,694 186,516 35,219
Deloitte & Touche as the Company's
auditors

(iii)
Adoption of the Company's 1999 31,691,211 3,623,456 158,016
Incentive Stock Plan

(d) N/A

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ITEM 6 - EXHIBITS

The following exhibits are filed as part of this report:

(10) Material Contracts-Executive Compensation Plans and Arrangements

(a) 1999 Deferred Compensation Plan for Outside Directors of
Springs Industries, Inc.

(b) Springs Industries, Inc., Achievement Incentive Plan

(27) Financial Data Schedule

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, Springs
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

SPRINGS INDUSTRIES, INC.

By: /s/ James F. Zahrn
----------------------------------
James F. Zahrn
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)

DATED: May 17, 1999

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EXHIBIT INDEX

Item Page Number
---- -----------

(10) (a) 1999 Deferred Compensation Plan for Outside Directors 22
of Springs Industries, Inc. effective April 19, 1999,
filed herein (10 pages)

(b) Springs Industries, Inc. Achievement Incentive Plan, 32
effective January 3, 1999, filed herein (3 pages)

(27) Financial Data Schedule (for SEC purposes) 35