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4Q2012 8-K Earnings Cover Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2013 (February 15, 2013)

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)




Delaware	01-13697	52-1604305
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)





160 South Industrial Blvd., Calhoun, Georgia				30701
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code (706) 629-7721

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The following information, including the Exhibit attached hereto, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On February 21, 2013, Mohawk Industries, Inc., issued a press release announcing its fourth quarter and year ended December 31, 2012 financial results. A copy of the press release is attached hereto and hereby incorporated by reference as Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2013, Mr. David L. Kolb and Ms. Phyllis O. Bonanno notified the Board of Directors of the Company of their decision to retire and not stand for re-election as a director of the Company at the 2013 Annual Meeting of Stockholders to be held in May 2013. Each of Mr. Kolb and Ms. Bonanno will continue to serve on the Board of Directors of the Company for the remainder of the current term.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated February 21, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




			Mohawk Industries, Inc.
Date:	February 21, 2013	By:	/s/ James F. Brunk
			James F. Brunk
			V.P. & Corporate Controller

INDEX TO EXHIBITS




Exhibit

99.1.		Press release dated February 21, 2013

4Q2012 8-K Exhibit 99.1

Exhibit 99.1

NEWS RELEASE

For Release: Immediately

Contact: Frank H. Boykin, Chief Financial Officer (706) 624-2695

MOHAWK INDUSTRIES, INC. ANNOUNCES

FOURTH QUARTER EARNINGS

Calhoun, Georgia, February 21, 2013 - Mohawk Industries, Inc. (NYSE:MHK) today announced 2012 fourth quarter net earnings of $66 million and diluted earnings per share (EPS) of $0.95. Excluding restructuring charges, net earnings were $70 million and EPS was $1.01, a 40% increase over last year's fourth quarter adjusted EPS. Net sales for the fourth quarter of 2012 were $1.44 billion, an increase of 4% versus the prior year's fourth quarter and an increase of 5% on a constant exchange rate basis. For the fourth quarter of 2011, net sales were $1.38 billion, net earnings were $43 million and EPS was $0.62. Excluding unusual items, adjusted net earnings for the fourth quarter of 2011 were $50 million and adjusted EPS was $0.72.

For the year ended December 31, 2012, net sales were $5.79 billion, an increase of 3% versus the prior year and 4% on a constant exchange rate basis. Net earnings and EPS for the year were $250 million and $3.61, respectively. Excluding restructuring charges, net earnings were $262 million and EPS was $3.78, an increase of 29% over adjusted EPS in 2011. For the year ended December 31, 2011, net sales were $5.64 billion, net earnings were $174 million and EPS was $2.52. Excluding unusual items, adjusted 2011 net earnings and adjusted EPS were $202 million and $2.92, respectively.

Commenting on Mohawk Industries' fourth quarter performance, Jeffrey S. Lorberbaum, Chairman and CEO, stated, “Price increases, productivity improvements, mix and lower interest all contributed to solid results for the period. During the quarter, we generated adjusted EBITDA of $165

million and cash flow from operations of $289 million and for the year adjusted EBITDA of $677 million and cash flow from operations of $588 million. In the U.S., we improved our mix as our higher value products gained greater traction with consumers. Our recent expansion into new international markets has generated additional growth in Mexico, Russia and Australia. In 2012, we kept SG&A dollars in line with 2011, while investing in innovative marketing and products. We are continuing to strategically invest in growing our core businesses and since October, we have announced the agreement to acquire three businesses - Pergo, Marazzi and Spano. All of these transactions in combination with our existing businesses will position Mohawk for significant growth in the future. In January, we successfully issued $600 million of ten year bonds at a coupon rate of 3.85% and plan to use the proceeds to finance a portion of our Marazzi acquisition.”

Mohawk segment sales were flat during the fourth quarter, with carpet sales performing better than rug sales. Our rug sales improved from last quarter, though they remain below the prior year as lower product mix and retail sales continued to decrease our results. Our new premium carpets have improved our overall selling prices and margins however sales levels were impacted by home center product transitions that we expect to be completed during the first quarter. We recently announced a carpet price increase of 4-6% to cover rising material costs. By applying the innovative processes used to develop SmartStrand Silk, we introduced our Wear-Dated Embrace nylon collection in the fourth quarter. This extends our leadership position in the ultra-soft premium category. In the commercial category, we grew sales of our new carpet tile introductions made from our premium Duracolor fiber as designers embraced the styling with high performance stain and soil resistance. We executed manufacturing productivity improvements across the business through waste reduction, enhanced recycled content and improved efficiencies.

Dal-Tile segment sales grew 15% during the quarter, with gains in the U.S. and Mexico supported by new product introductions with enhanced textures, sophisticated designs and larger formats in both residential and commercial categories. Margin expansion came from higher volumes, enhanced

productivity and improved yields partially offset by plant shutdowns to reduce inventory as our new capacity ramped up faster than anticipated. Sales grew in all residential channels with successful launches of new Reveal Imaging designs, coordinated wall, floor and mosaics collections, larger format tiles from our Chinese joint venture and new decorative assortments in the home center channel. Commercial sales continued strong with the hospitality sector leading the category. In Mexico, we increased production at our Salamanca facility and we are optimizing the plant's efficiencies and yields. During the quarter, Dal-Tile lowered overall manufacturing costs with higher efficiencies, improved material formulations, increased recycled content and effective quality initiatives.

Unilin segment sales grew 1% or 5% at a constant exchange rate. Increased laminate and hardwood sales in North America, growth in our insulation boards, expanded participation in the DIY channel and solid results from our Australian distribution business contributed to our sales improvement. Our margins were favorably impacted by lower amortization charges partially offset by material inflation and negative mix as European consumers purchased more value based alternatives. In North America, new product introductions, promotions and additional home center business enhanced our sales. To support continuing growth in our insulation board business, we have begun construction of a new manufacturing facility in France. As Western European housing contracted, our roof panel sales have declined and we reduced our workforce to balance accordingly. We have licensed patents for our click furniture to additional manufacturers who are introducing new products that will increase interest in the technology.

Through product innovation, expanded distribution and process improvements, Mohawk delivered solid fourth quarter results. We are seeing some inflation in our raw materials and are taking the appropriate actions in the marketplace to address. In the U.S., low mortgage rates, stabilizing home prices and improving employment should sustain the housing recovery. We believe that U.S. residential remodeling should see improvement in the future and that the European economic conditions are near a bottom. We anticipate revenue growth for 2013 as the U.S. market improves and we realize some benefits

from recent acquisitions. The first quarter earnings are seasonally the lowest and represented a little less than one sixth of 2012's full year results. With this, our guidance for first quarter earnings is $0.77 to $0.86 per share, excluding any restructuring, acquisition costs and interest on the new bonds for Marazzi.

Mohawk is a leading supplier of flooring for both residential and commercial applications. Mohawk provides a complete selection for all markets of carpet, ceramic tile, laminate, wood, stone, vinyl and rugs. These products are marketed under the premier brands in the industry including Mohawk, Karastan, Lees, Bigelow, Durkan, Mohawk Home, Daltile, American Olean, Unilin, Pergo and Quick-Step. Mohawk's unique merchandising and marketing assists consumers in creating exquisite floors to fulfill their dreams. Mohawk provides a premium level of service with its own trucking fleet and local distribution in the U.S. Mohawk's international presence includes operations in Australia, Brazil, China, Europe, India, Malaysia, Mexico and Russia.

Certain of the statements in the immediately preceding paragraphs, particularly anticipating future performance, business prospects, growth and operating strategies and similar matters and those that include the words “could,” “should,” “believes,” “anticipates,” “expects,” and “estimates,” or similar expressions constitute “forward-looking statements.” For those statements, Mohawk claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. There can be no assurance that the forward-looking statements will be accurate because they are based on many assumptions, which involve risks and uncertainties. The following important factors could cause future results to differ: changes in economic or industry conditions; competition; inflation in raw material prices and other input costs; energy costs and supply; timing and level of capital expenditures; timing and implementation of price increases for the Company's products; impairment charges; integration of acquisitions; international operations; introduction of new products; rationalization of operations; tax, product and other claims; litigation; and other risks identified in Mohawk's SEC reports and public announcements.

Conference call Friday, February 22, 2013 at 11:00 AM Eastern Time

The telephone number is 1-800-603-9255 for US/Canada and 1-706-634-2294 for International/Local.

Conference ID # 91220581. A replay will be available until March 8, 2013 by dialing 855-859-2056

for US/local calls and 404-537-3406 for International/Local calls and entering Conference ID # 91220581.



MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

Consolidated Statement of Operations	Three Months Ended				Twelve Months Ended
(Amounts in thousands, except per share data)	December 31, 2012		December 31, 2011		December 31, 2012			December 31, 2011

Net sales	$	1,435,659	1,378,297		5,787,980			5,642,258
Cost of sales	1,066,329		1,042,880		4,297,922			4,225,379
Gross profit	369,330		335,417		1,490,058			1,416,879
Selling, general and administrative expenses	273,470		269,123		1,110,550			1,101,337
Operating income	95,860		66,294		379,508			315,542
Interest expense	15,402		24,130		74,713			101,617
Other expense, net	1,366		257		303			14,051
Earnings before income taxes	79,092		41,907		304,492			199,874
Income tax expense	12,703		(1,990	)	53,599			21,649
Net earnings	66,389		43,897		250,893			178,225
Net earnings attributable to noncontrolling interest	—		(966	)	(635		)	(4,303	)
Net earnings attributable to Mohawk Industries, Inc.	$	66,389	42,931		250,258			173,922
Basic earnings per share attributable to Mohawk Industries, Inc.	$	0.96	0.62		3.63			2.53
Weighted-average common shares outstanding - basic	69,095		68,768		68,988			68,736
Diluted earnings per share attributable to Mohawk Industries, Inc.	$	0.95	0.62		3.61			2.52
Weighted-average common shares outstanding - diluted	69,536		69,016		69,306			68,964

Other Financial Information
(Amounts in thousands)
Net cash provided by operating activities	$	289,043	162,805		587,590			300,993
Depreciation and amortization	$	63,878	74,930		280,293			297,734
Capital expenditures	$	73,296	93,313		208,294			275,573

Consolidated Balance Sheet Data
(Amounts in thousands)
					December 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents					$	477,672		311,945
Receivables, net					679,473			686,165
Inventories					1,133,736			1,113,630
Prepaid expenses and other current assets					147,580			135,514
Deferred income taxes					111,585			150,910
Total current assets					2,550,046			2,398,164
Property, plant and equipment, net					1,692,852			1,712,154
Goodwill					1,385,771			1,375,175
Intangible assets, net					553,799			605,100
Deferred income taxes and other non-current assets					121,216			115,635
Total assets					$	6,303,684		6,206,228



LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt						$	55,213		386,255
Accounts payable and accrued expenses						773,436			715,091
Total current liabilities						828,649			1,101,346
Long-term debt, less current portion						1,327,729			1,200,184
Deferred income taxes and other long-term liabilities						427,689			455,190
Total liabilities						2,584,067			2,756,720
Noncontrolling interest						—			33,723
Total stockholders' equity						3,719,617			3,415,785
Total liabilities and stockholders' equity						$	6,303,684		6,206,228

Segment Information	Three Months Ended					As of and for the Twelve Months Ended
(Amounts in thousands)	December 31, 2012			December 31, 2011		December 31, 2012			December 31, 2011

Net sales:
Mohawk	$	725,895		723,975		2,912,055			2,927,674
Dal-Tile	401,637			348,541		1,616,383			1,454,316
Unilin	329,969			326,321		1,350,349			1,344,764
Intersegment sales	(21,842		)	(20,540	)	(90,807		)	(84,496	)
Consolidated net sales	$	1,435,659		1,378,297		5,787,980			5,642,258

Operating income (loss):
Mohawk	$	51,968		30,687		158,196			109,874
Dal-Tile	21,039			18,387		120,951			101,298
Unilin	29,796			21,640		126,409			127,147
Corporate and eliminations	(6,943		)	(4,420	)	(26,048		)	(22,777	)
Consolidated operating income	$	95,860		66,294		379,508			315,542

Assets:
Mohawk						$	1,721,214		1,769,065
Dal-Tile						1,731,258			1,732,818
Unilin						2,672,389			2,533,070
Corporate and eliminations						178,823			171,275
Consolidated assets						$	6,303,684		6,206,228



Reconciliation of Net Earnings Attributable to Mohawk Industries, Inc. to Adjusted Net Earnings Attributable to Mohawk Industries, Inc. and Adjusted Diluted Earnings Per Share Attributable to Mohawk Industries, Inc.
(Amounts in thousands, except per share data)
			Three Months Ended					Twelve Months Ended
			December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Net earnings attributable to Mohawk Industries, Inc.			$	66,389		42,931		250,258		173,922
Adjusting items:
Unrealized foreign currency losses (1)			—			—		—		9,085
Operating lease correction (2)			—			6,035		—		6,035
Business restructurings			6,109			7,696		18,564		23,209
Debt extinguishment costs			—			—		—		1,116
Income taxes			(2,111		)	(7,152	)	(7,003	)	(11,749	)
Adjusted net earnings attributable to Mohawk Industries, Inc.			$	70,387		49,510		261,819		201,618

Adjusted diluted earnings per share attributable to Mohawk Industries, Inc.			$	1.01		0.72		3.78		2.92
Weighted-average common shares outstanding - diluted			69,536			69,016		69,306		68,964

Reconciliation of Operating Cash Flow to Free Cash Flow
(Amounts in thousands)
	Three Months Ended
	December 31, 2012
Net cash provided by operating activities	$	289,043
Capital expenditures	73,296
Free cash flow	$	215,747

Reconciliation of Total Debt to Net Debt
(Amounts in thousands)
	December 31, 2012		December 31, 2011
Current portion of long-term debt	$	55,213	386,255
Long-term debt, less current portion	1,327,729		1,200,184
Less: Cash and cash equivalents	477,672		311,945
Net Debt	$	905,270	1,274,494




Reconciliation of Operating Income to Adjusted EBITDA
(Amounts in thousands)
	Three Months Ended									Trailing Twelve Months Ended
	March 31, 2012			June 30, 2012		September 29, 2012		December 31, 2012		December 31, 2012
Operating income	$	71,976		107,718		103,954		95,860		379,508
Other (expense) income	1,825			(440	)	(322	)	(1,366	)	(303	)
Net earnings attributable to noncontrolling interest	(635		)	—		—		—		(635	)
Depreciation and amortization	73,286			71,831		71,298		63,878		280,293
EBITDA	146,452			179,109		174,930		158,372		658,863
Business restructurings	—			8,226		4,229		6,109		18,564
Adjusted EBITDA	$	146,452		187,335		179,159		164,481		677,427

Net Debt to Adjusted EBITDA										1.3

Reconciliation of Net Sales to Net Sales on a Constant Exchange Rate
(Amounts in thousands)
	Three Months Ended					Twelve Months Ended
	December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Net sales	$	1,435,659		1,378,297		5,787,980		5,642,258
Adjustment to net sales on a constant exchange rate	9,423			—		92,300		—
Net sales on a constant exchange rate	$	1,445,082		1,378,297		5,880,280		5,642,258

Reconciliation of Segment Net Sales to Segment Net Sales on a Constant Exchange Rate
(Amounts in thousands)
	Three Months Ended
Dal-Tile	December 31, 2012			December 31, 2011
Net sales	$	401,637		348,541
Adjustment to segment net sales on a constant exchange rate	(1,635		)	—
Segment net sales on a constant exchange rate	$	400,002		348,541

Reconciliation of Segment Net Sales to Segment Net Sales on a Constant Exchange Rate
(Amounts in thousands)
	Three Months Ended
Unilin	December 31, 2012			December 31, 2011
Net sales	$	329,969		326,321
Adjustment to segment net sales on a constant exchange rate	11,058			—
Segment net sales on a constant exchange rate	$	341,027		326,321




Reconciliation of Operating Income to Adjusted Operating Income
(Amounts in thousands)
	Three Months Ended					Twelve Months Ended
	December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Operating income	$	95,860		66,294		379,508		315,542
Operating lease correction (2)	—			6,035		—		6,035
Business restructurings	6,109			7,696		18,564		23,209
Adjusted operating income	$	101,969		80,025		398,072		344,786
Adjusted operating margin as a percent of net sales	7.1		%	5.8	%	6.9	%	6.1	%

Reconciliation of Segment Operating Income to Adjusted Segment Operating Income
(Amounts in thousands)
	Three Months Ended					Twelve Months Ended
Mohawk	December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Operating income	$	51,968		30,687		158,196		109,874
Operating lease correction (2)	—			2,761		—		2,761
Business restructurings	—			7,696		10,504		23,209
Adjusted segment operating income	$	51,968		41,144		168,700		135,844
Adjusted operating margin as a percent of net sales	7.2		%	5.7	%	5.8	%	4.6	%

Reconciliation of Segment Operating Income to Adjusted Segment Operating Income
(Amounts in thousands)
	Three Months Ended					Twelve Months Ended
Dal-Tile	December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Operating income	$	21,039		18,387		120,951		101,298
Operating lease correction (2)	—			3,274		—		3,274
Business restructurings	6,109			—		6,109		—
Adjusted segment operating income	$	27,148		21,661		127,060		104,572
Adjusted operating margin as a percent of net sales	6.8		%	6.2	%	7.9	%	7.2	%

Reconciliation of Segment Operating Income to Adjusted Segment Operating Income
(Amounts in thousands)
	Three Months Ended					Twelve Months Ended
Unilin	December 31, 2012			December 31, 2011		December 31, 2012		December 31, 2011
Operating income	29,796			21,640		126,409		127,147
Business restructurings	—			—		1,951		—
Adjusted segment operating income	$	29,796		21,640		128,360		127,147
Adjusted operating margin as a percent of net sales	9.0		%	6.6	%	9.5	%	9.5	%




Reconciliation of Earnings Before Income Taxes to Adjusted Earnings Before Income Taxes
(Amounts in thousands)
	Three Months Ended
	December 31, 2012			December 31, 2011
Earnings before income taxes	$	79,092		41,907
Adjustments to earnings before income taxes:
Operating lease correction (2)	—			6,035
Business restructurings	6,109			7,696
Adjusted earnings before income taxes	$	85,201		55,638

Reconciliation of Income Tax Expense to Adjusted Income Tax Expense
(Amounts in thousands)
	Three Months Ended
	December 31, 2012			December 31, 2011
Income tax expense	$	12,703		(1,990	)
Income tax effect of adjusting items	2,111			7,152
Adjusted income tax expense	$	14,814		5,162

Adjusted income tax rate	17		%	9	%

(1) Unrealized foreign currency losses in Q3 2011 for certain of the Company's consolidated foreign subsidiaries that measure financial position and results using the U.S. dollar rather than the local currency.
(2) Correction of an immaterial error related to accounting for operating leases
The Company believes it is useful for itself and investors to review, as applicable, both GAAP and the above non-GAAP measures in order to assess the performance of the Company's business for the planning and forecasting in subsequent periods.