SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[Mark One]
[X ] ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934[FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934[NO FEE REQUIRED]
For the transition period from____to_____
Commission File Number 01-19826
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the Plan)
MOHAWK INDUSTRIES, INC.
(Name of the issuer of the securities held pursuant to the Plan)
P. O. Box 12069, 160 S.
Industrial Blvd.
Calhoun, Georgia 30701
(Address of principal executive offices)
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS
PLAN
Index to Financial Statements, Supplemental Schedule and Exhibits
Item
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001
Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 2002
Notes to the Financial Statements
Schedule H, Line 4i-Schedule of Assets (Held at Year End)-December 31, 2002
Signature
Exhibit 23 - Independent Auditors' Consent
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001
Table of Contents |
Page No. |
Independent Auditors' Report |
2 |
Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001 | 3 |
Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 2002 | 4 |
Notes to the Financial Statements | 5 |
Supplemental Schedule | |
1. Schedule H, Line 4i-Schedule of Assets (Held at Year End)-December 31, 2002 | 10 |
Independent Auditors' Report
The Administrator
Mohawk Carpet Corporation
Retirement
Savings Plan:
We have audited the accompanying statements of net assets available for plan benefits of the Mohawk Carpet Corporation Retirement Savings Plan (Plan) as of December 31, 2002 and 2001, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2002. 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for plan benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to 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.
&n bsp; /s/ KPMG LLP
Atlanta, Georgia
May 8, 2003
2
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan
Benefits
December 31, 2002 and 2001
2002 | 2001 | ||||||||||
Assets: | |||||||||||
Cash | $ | 67,973 | - | ||||||||
Investments (notes 3 and 4) | 100,167,483 | 245,109,483 | |||||||||
Contributions receivable from employer | 115,232 | 71,455 | |||||||||
Contributions receivable from participants | 277,730 | 167,314 | |||||||||
Net assets available for plan benefits | $ | 100,628,418 | 245,348,252 | ||||||||
See accompanying notes to financial statements.
3
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available
for Plan Benefits
Year ended December 31, 2002
Additions: | |||||
Investment income (loss): | |||||
Interest and dividends | $ | 3,291,267 | |||
Net appreciation (depreciation) in fair value of investments: | |||||
Mutual funds | (6,624,013) | ||||
Common collective funds | (686,475) | ||||
Mohawk Industries, Inc. common stock | 619,732 | ||||
Net investment loss | (3,399,489) | ||||
Contributions from employer | 5,066,802 | ||||
Contributions from participants | 7,215,971 | ||||
Total additions | 8,883,284 | ||||
Deductions: | |||||
Participants' benefits | 9,692,955 | ||||
Administrative expenses | 52,700 | ||||
Transfer to other plan (note 8) | 143,857,463 | ||||
Total deductions | 153,603,118 | ||||
Decrease in net assets available for plan benefits | (144,719,834) | ||||
Net assets available for plan benefits at beginning of year | 245,348,252 | ||||
Net assets available for plan benefits at end of year | $ | 100,628,418 | |||
See accompanying notes to financial statements.
4
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2002 and 2001
(1) Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Plan in preparing its financial statements.
(a) Basis of Presentation
The records of the Plan are maintained on the cash basis of accounting. The accompanying financial statements of the Mohawk Carpet Corporation Retirement Savings Plan (the Plan) have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
(b) Investments
Investments in mutual funds, common stock, and common collective funds are stated at fair value based on quoted market prices or as determined by Scudder Kemper Investments (Trustee). Investments in money market funds and loans to participants are stated at cost which approximates fair value. Securities transactions are accounted for on a trade date basis.
Realized and unrealized investment gains and losses are included in net depreciation in fair value of investments in the accompanying statement of changes in net assets available for plan benefits.
The Plan provides for investing in numerous funds, which invest in various types of investment securities and in various companies in various markets. Investment securities, generally, are exposed to several risks, such as interest rate, market, and credit risks. Due to the level of risk associated with the funds, it is reasonably possible that changes in the values of the funds will occur in the near term and such changes could materially affect the amounts reported in the financial statements and supplemental schedule.
(c) Fair Value of Financial Instruments
Investments in securities are stated at fair value. In addition, management of the Plan believes that the carrying amount of receivables is a reasonable approximation of the fair value due to the short-term nature of these instruments.
(2) Description of the Plan
The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan and covers hourly employees of Mohawk Carpet Corporation (the Company), a wholly owned subsidiary of Mohawk Industries, Inc. Effective January 1, 2002, all salaried, sales employees, and nonexempt employees are covered under the Mohawk Carpet Corporation Retirement Savings Plan II (Spin Off Plan). Also, effective January 1, 2002, employees of the Karastan Bigelow Group (KBY) and Lauren Park Mill (LPM) are covered under the Spin Off Plan. The Plan provides for retirement savings to qualified active participants through both participant and employer contributions and is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees are eligible to participate in the Plan at the beginning of a calendar month after the completion of 90 days of service.
5
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Notes to the Financial Statements (continued)
December 31, 2002 and 2001
The Plan is administered by an Administrative Committee appointed by the Company. The Administrative Committee is responsible for the control, management, and administration of the Plan and the assets held in trust at Scudder Kemper Investments as of December 31, 2002 and 2001 and for the year ended December 31, 2002.
(b) Contributions
Contributions to the Plan are made by both participants and the Company. Participants may contribute a maximum of 25% of their gross compensation, subject to certain limitations. Participants may allocate their contributions in multiples of 1% to various investment funds of the Plan. The Company provides 50% matching contributions up to the first 4% of each participant's gross compensation contributed to the Plan. The Company also provides an additional match of $0.25 for every $1.00 of employee contributions in excess of 4% up to a maximum of 6%. The terms of the Plan also provide for discretionary employer profit sharing contributions to the Mohawk Stock Fund for plan participants employed on the last day of the plan year or terminated during the plan year on account of death, disability, or retirement. Discretionary employer profit sharing contributions of $3,797,000 were made to the Plan for the year ended December 31, 2002.
(c) Participant Accounts
Each participant's account is credited with their contribution for the period as well as the employer's matching contribution and an allocation of any employer profit sharing contribution. Investment income, realized gains/losses, and the change in unrealized appreciation or depreciation on plan investments are credited to participants' accounts monthly based on the proportion of each participant's account balance to the total account balance within each investment fund at the beginning of the month.
6
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Notes to the Financial Statements (continued)
December 31, 2002 and 2001
Participant accounts may be invested in one or more of the investment funds available under the Plan at the direction of the participant. The Plan provides for monthly valuation of accounts. Current investment funds available within the Plan include the following:
Investment fund |
Fund objective |
||
Scudder Stable Value Fund: | To provide rate of return for a fixed period of time. Money in | ||
this fund is invested in investment contracts, money market | |||
securities, and managed bond portfolios. | |||
PIMCO Total Return Fund: | To provide the opportunity for higher earnings than the | ||
stable value fund. Money in this fund is primarily in intermediate | |||
term, high-quality, fixed income securities. | |||
Scudder Balanced Fund: | To provide capital growth and current income while minimizing | ||
the risk of principal loss associated with common stocks by | |||
investing in a changing mix of seasoned stocks and investment | |||
grade bonds. | |||
Kemper-Dreman High- | |||
Return Equity Fund: | To provide long-term capital growth through investing in large | ||
capitalization stocks in undervalued sectors of the stock market. | |||
Scudder Stock Index Fund: | To track performance of the Standard and Poor's 500 Composite | ||
Stock Price Index, which emphasizes stocks of large U.S. | |||
companies. | |||
Barron Asset Fund: | To provide long-term capital growth through investing in the | ||
stocks of small, and medium-sized companies with undervalued | |||
assets. | |||
Scudder International Fund: | To provide long-term capital growth through a flexible policy of | ||
investing in stocks and debt obligations of companies and | |||
governments outside the U.S. | |||
Mohawk Stock Fund: | To provide capital appreciation through the ownership of Mohawk | ||
Industries, Inc. shares. | |||
Scudder 21st Century | |||
Growth Fund: | To provide long-term growth of capital through investing | ||
primarily in emerging growth companies poised to become leaders | |||
in the 21st century. | |||
Transamerica Premier | |||
Equity Fund: | To provide long-term growth through investing in a diversified | ||
portfolio of equity securities of domestic growth companies of | |||
any size. | |||
AIM Value Fund: | To provide long-term growth of capital through investing in stocks | ||
of companies that are undervalued relative to the market as a | |||
whole. |
7
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Notes to the Financial Statements (continued)
December 31, 2002 and 2001
(d) Distributions to Participants
Upon termination of employment, the participant's account shall be distributed in a lump-sum cash payment as soon as administratively practicable, unless the participant elects otherwise. A participant may elect to receive his distribution in approximate equal installments over a period designated by the participant, not to exceed the lesser of 15 years or the life expectancy of the last survivor of the participant and his beneficiary.
Under the terms of the Plan, participants may make hardship withdrawals from their accounts upon furnishing proof of hardship as specified in the Plan agreement. Participants may also borrow the lesser of $50,000 or 50% of the value of their accounts subject to limitations provided by the Plan. Loans must be paid back to the Plan generally within four years of the loan date.
Amounts due to participants who have withdrawn from the Plan but have not been paid at December 31, 2002 and 2001 totaled $16,613 and $-0-, respectively.
(e) Vesting
Participants are immediately vested in their contributions and the Company's matching and discretionary contributions and the income earned on such contributions. Participants whose entry date is on or after January 1, 2001 are vested in the Company's matching and discretionary contributions after one year of service.
Amounts forfeited by participants who terminate from the Plan prior to being 100% vested are applied to reduce subsequent Company contributions to the Plan. In 2002 and 2001, employer contributions were reduced by forfeitures of $3,961 and $3,953, respectively.
(f) Administrative Expenses
Certain administrative expenses of the Plan are paid by the Company. These costs include legal, accounting, and certain administrative fees.
(3) Transactions with Parties-in-Interest
At December 31, 2002 and 2001, the Plan held investments in trust funds and money market accounts sponsored by the trustee with current values of $70,396,793 and $175,845,632, respectively. The Plan also held investments in 304,232 and 693,249 shares of Mohawk Industries, Inc. common stock with current values of $17,326,036 and $38,045,527 at December 31, 2002 and 2001, respectively.
8
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Notes to the Financial Statements (continued)
December 31, 2002 and 2001
(4) Investments
The following investments represent 5% or more of the Plan assets at December 31, 2002 and 2001:
2002 |
2001 |
||||||
Mutual funds: | |||||||
Scudder Balances Fund | $ | 5,068,678 | 15,710,066 | ||||
Kemper-Dreman High-Return Equity Fund | 16,958,383 | 59,078,307 | |||||
Mohawk Industries, Inc. common stock | 17,326,036 | 38,045,527 | |||||
Common Collective funds: | |||||||
Scudder Stock Index Fund | 2,440,279 | * | 12,441,812 | ||||
Scudder Stable Value Fund | 44,783,210 | 82,104,332 |
*The Scudder Stock Index Fund did not exceed 5% of net assets at December 31, 2002.
All of the Plan's investments are held by a party-in-interest to the Plan.
(5) Income Tax Status
The Plan obtained a favorable determination letter dated June 17, 2002, in which the Internal Revenue Service (IRS) stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.
(6) Plan Termination
While it is the Company's intention to continue the Plan indefinitely, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the Plan agreement. In the event of Plan termination, participants will become 100% vested in their accounts.
(7) Plan Merger
During 2001, the assets of Durkan Patterned Carpet 401(k) Profit Sharing Plan were merged with the Plan. Plan assets at December 31, 2001 include assets of $5,553,885 transferred from Durkan Patterned Carpet 401(k) Profit Sharing Plan.
(8) Transfer to Other Plan
Effective January 1, 2002, account balances attributable to employees of KBY and LPM were transferred into the Mohawk Carpet Corporation Retirement Savings Plan II. Also, account balances attributable to all salaried, sales employees, and nonexempt employees were transferred into the Mohawk Carpet Corporation Retirement Savings Plan II. Plan assets transferred were $143,857,463.
9
Schedule 1
MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2002
Identity of the issue
|
Description of investments
|
Current value |
||||||
Mutual funds: | ||||||||
PIMCO Total Return Fund | 217,269 | Mutual fund units | $ | 2,318,257 | ||||
*Scudder Balanced Fund | 349,323 | Mutual fund units | 5,068,678 | |||||
*Scudder International Fund | 26,796 | Mutual fund units | 813,527 | |||||
*Kemper-Dreman High-Return Equity Fund | 573,306 | Mutual fund units | 16,958,383 | |||||
Baron Asset Fund | 22,971 | Mutual fund units | 790,649 | |||||
AIM Value Fund | 35,297 | Mutual fund units | 265,083 | |||||
Transamerica Premier Equity Fund | 104,777 | Mutual fund units | 1,354,771 | |||||
*Scudder 21st Century Growth Fund | 33,642 | Mutual fund units | 332,716 | |||||
*Mohawk Industries, Inc. - common stock | 304,232 | Shares of common stock | 17,326,036 | |||||
Common collective funds: | ||||||||
*Scudder Stable Value Fund | 44,783,210 | Money Market Fund | 44,783,210 | |||||
*Scudder Stock Index Fund | 95,998 | Collective fund units | 2,440,279 | |||||
Loans to participants | (1) | 7,715,894 | ||||||
Total | $ | 100,167,483 |
*Scudder Kemper Investments, Trustee, and Mohawk Industries, Inc. are parties-in-interest to the Plan.
(1) Loans are consummated at a fixed rate (then current prime rate plus 1%) for terms up to four years. Interest rates range from 5.25% to 9.5% on loans outstanding.
See accompanying independent auditors' report.
10
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Mohawk Carpet Corporation Retirement Savings Plan
(Full Title of
the Plan)
Dated: June 20, 2003 |
By:/s/ Jerry L. Melton |
&n bsp; |
Jerry L. Melton, |
11
INDEPENDENT AUDITORS' CONSENT
The
Board of Directors
Mohawk Industries, Inc.:
We consent to the incorporation by reference in the registration statement (No. 33-87998) on Form S-8 for the Mohawk Carpet Corporation Retirement Savings Plan of Mohawk Industries, Inc. of our report dated May 8, 2003, relating to the statements of net assets available for plan benefits of the Mohawk Carpet Corporation Retirement Savings Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2002 and related supplemental schedule, which report appears in the December 31, 2002 Annual Report on Form 11-K of the Mohawk Carpet Corporation Retirement Savings Plan.
/s/ KPMG LLP
Atlanta,
Georgia
June 20, 2003