-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MDJW39ks7ukSKpzjPvkOghGn+xU+rvPiy7Hw6pXJBiIrf5bTmoezSWLEkt97yZks CxTF6pZb82m92zTyBaS+rg== 0000931763-98-001643.txt : 19980622 0000931763-98-001643.hdr.sgml : 19980622 ACCESSION NUMBER: 0000931763-98-001643 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHAWK INDUSTRIES INC CENTRAL INDEX KEY: 0000851968 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 521604305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-13697 FILM NUMBER: 98650831 BUSINESS ADDRESS: STREET 1: 160 S INDUSTRIAL BLVD STREET 2: PO BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30701 BUSINESS PHONE: 7066297721 MAIL ADDRESS: STREET 1: P O BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30703 10-K405/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 [Mark One] [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number 01-19826 MOHAWK INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 52-1604305 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) P.O. Box 12069, 160 South Industrial Blvd., Calhoun, Georgia 30703 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (706) 629-7721 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $.01 par value 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 the past 90 days. Yes X No ______ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. X ------ The aggregate market value of the Common Stock of the Registrant held by non- affiliates of the Registrant (22,048,255 shares) on June 11, 1998 was $705,544,160. The aggregate market value was computed by reference to the closing price of the Common Stock on such date as reported on the New York Stock Exchange Composite Tape. Number of shares of Common Stock outstanding as of June 11, 1998: 52,343,257 shares of Common Stock, $.01 par value. Exhibit Index starts on sequentially numbered page 4. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Mohawk Industries, Inc. Registrant Date June 19, 1998 By: /s/ David L. Kolb ----------------- ----------------------- David L. Kolb Chairman and Chief Executive Officer Item 14. Exhibits, Financial Statement Schedules and Reports of Form 8-K (a) 3. Exhibits EXHIBIT 23.3(A) Independent Auditors' Consent --------------- EXHIBIT 23.3(B) Independent Auditors' Consent --------------- EXHIBIT 27 Restated Financial Data Schedules for the Years ---------- ended December 31, 1996 and 1995 EXHIBIT 99.1 Mohawk Carpet Corporation Retirement Savings Plan ------------ Independent Auditors' Report Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 1997 Notes to Financial Statements Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Item 27d - Schedule of Reportable Transactions for the Year ended December 31, 1997 EXHIBIT 99.2 Aladdin Retirement Savings Plan ------------ Independent Auditors' Report Statement of Net Assets Available for Plan Benefits as of December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits For the Six Months ended December 31, 1997 Notes to Financial Statements Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Item 27d - Schedule of Reportable Transactions for the Six Months ended December 31, 1997 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------------------------------------------------- EXHIBIT 23.3(A) Independent Auditors' Consent ---------------- EXHIBIT 23.3(B) Independent Auditors' Consent --------------- EXHIBIT 27 Restated Financial Data Schedules for the Years ---------- ended December 31, 1996 and 1995 EXHIBIT 99.1 Mohawk Carpet Corporation Retirement Savings Plan ------------- Independent Auditors' Report Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 1997 Notes to Financial Statements Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Item 27d - Schedule of Reportable Transactions for the Year ended December 31, 1997 EXHIBIT 99.2 Aladdin Retirement Savings Plan ------------ Independent Auditors' Report Statement of Net Assets Available for Plan Benefits as of December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits For the Six Months ended December 31, 1997 Notes to Financial Statements Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Item 27d - Schedule of Reportable Transactions for the Six Months ended December 31,1997 EX-23.3.(A) 2 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.3 EXHIBIT 23.3(A) INDEPENDENT AUDITORS' CONSENT THE BOARD OF DIRECTORS MOHAWK INDUSTRIES, INC.: WE CONSENT TO INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT (NO. 33- 87998) ON FORM S-8 OF MOHAWK INDUSTRIES, INC. OF OUR REPORT DATED MARCH 27, 1998, RELATING TO THE STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS OF THE MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN AS OF DECEMBER 31, 1997 AND 1996, AND THE RELATED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 AND RELATED SUPPLEMENTAL SCHEDULES, WHICH REPORT APPEARS IN THE DECEMBER 31, 1997 ANNUAL REPORT ON FORM 10-K/A AMENDMENT NO. 1 OF MOHAWK INDUSTRIES, INC. ATLANTA, GEORGIA JUNE 19, 1998 EX-23.3.(B) 3 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.3(B) INDEPENDENT AUDITORS' CONSENT THE BOARD OF DIRECTORS MOHAWK INDUSTRIES, INC.: WE CONSENT TO INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 OF MOHAWK INDUSTRIES, INC. OF OUR REPORT DATED MAY 8, 1998, RELATING TO THE STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS OF THE ALADDIN RETIREMENT SAVINGS PLAN AS OF DECEMBER 31, 1997 AND THE RELATED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND RELATED SUPPLEMENTAL SCHEDULES, WHICH REPORT APPEARS IN THE DECEMBER 31, 1997 ANNUAL REPORT ON FORM 10-K/A AMENDMENT NO. 1 OF MOHAWK INDUSTRIES, INC. ATLANTA, GEORGIA JUNE 19, 1998 EX-27.1 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM MOHAWK INDUSTRIES, INC.'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.96 0.95 Basic EPS and diluted EPS are pursuant to FAS No. 128. Also, per share amounts reflect a 3-for-2 stock split effected during the fourth quarter of 1997.
EX-27.2 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM MOHAWK INDUSTRIES, INC.'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.13 0.13 Basic EPS and diluted EPS are pursuant to FAS No. 128. Also, per share amounts reflect a 3-for-2 stock split effected during the fourth quarter of 1997.
EX-99.1 6 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN EXHIBIT 99.1 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, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1997. 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 net assets available for plan benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of or for the year ended December 31, 1997, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. March 27, 1998 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1997 and 1996
1997 1996 ---- ---- Assets: Investments (notes 3 and 4): Mutual funds, at fair value $27,055,697 16,271,095 Guaranteed investment contracts, at contract value 33,627,717 32,122,563 Mohawk Industries, Inc. common stock, at fair value 7,308,908 6,196,168 Money market funds, at fair value 759,263 258,980 Loans to participants, at fair value 2,546,235 2,442,484 ----------- ---------- Total investments 71,297,820 57,291,290 Cash 61,984 - Accrued investment income 3,386 1,951 Contributions receivable from employer 193,173 162,282 Contributions receivable from participants 698,676 632,067 ----------- ---------- Total assets 72,255,039 58,087,590 Liabilities - accounts payable 152,552 202,690 ----------- ---------- Net assets available for plan benefits $72,102,487 57,884,900 =========== ==========
See accompanying notes to financial statements. -2- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1997
Additions: Investment income: Interest and dividends $ 2,983,863 Net appreciation in fair value of investments: Mutual funds 5,486,515 Mohawk Industries, Inc. common stock 2,731,782 ----------- Net investment income 11,202,160 Contributions from employer 2,072,142 Contributions from participants 6,649,342 ----------- Total additions 19,923,644 ----------- Deductions: Participants' benefits 5,681,483 Administrative expenses 24,574 ----------- Total deductions 5,706,057 ----------- Increase in net assets available for plan benefits 14,217,587 Net assets available for plan benefits at beginning of year 57,884,900 ----------- Net assets available for plan benefits at end of year $72,102,487 ===========
See accompanying notes to financial statements. -3- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1997 and 1996 (1) Summary of Significant Accounting Policies ------------------------------------------ The following is a summary of significant accounting policies followed by the Plan in preparing its financial statements. The policies are in conformity with generally accepted accounting principles. (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 generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (b) Investments ----------- Investments in common trust funds, common stock, money market funds, and loans to participants are stated at fair value based on quoted market prices or as determined by SunTrust Bank (Trustee). Securities transactions are accounted for on a trade date basis. Investments in guaranteed investment contracts are payable on demand and are recorded at contract value, which approximates fair value. The contractual interest rates and crediting interest rates ranged from 5.21% to 7.35% at December 31, 1997 and 1996. The average yield on the group annuity contracts was 6.86% and 6.05% for the years ended December 31, 1997 and 1996, respectively. Guaranteed investment contracts are renegotiated at current rates available from insurance companies annually on April 1. Realized and unrealized investment gains and losses are included in net appreciation in fair value of investments in the statement of changes in net assets available for plan benefits. (Continued) -4- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (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 all employees of Mohawk Carpet Corporation (the "Company"), a wholly owned subsidiary of Mohawk Industries, Inc. 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). During 1997, the Plan was amended to allow employees to become eligible to participate in the Plan at the beginning of a calendar month after completing one year of service rather than specific enrollment dates (any January 1, April 1, July 1, or October 1). 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 SunTrust Bank. (b) Contributions ------------- Contributions to the Plan are made by both participants and the Company. Participants may contribute a maximum of 16% of their gross compensation, subject to certain limitations. During 1997, the Plan was amended to allow participants to allocate their contributions in multiples of 1% to various investment funds of the Plan rather than in multiples of 10%. The employer makes a 50% matching contribution up to the first 4% of each participant's gross compensation contributed to the Plan. 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. (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, employer profit sharing contributions, 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. Participant contributions may be invested in one or more of the investment funds available under the Plan at the direction of the participant. During 1997, the Plan was amended to allow monthly valuation of accounts rather than quarterly valuation. As a result of this amendment, several new investment options were available under the Plan. Current investment funds available within the Plan include the following:
Investment Fund Fund Objective --------------- -------------- Equity Fund To deliver capital growth through investments in the stocks of large, well-known companies. Stable Value Fund To provide a fixed principal value and generate regular interest payments through investments in a diversified portfolio of investment contracts issued by sound financial institutions. 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 high-quality stocks and bonds. Index Fund To track the performance of the Standard and Poor's 500 Composite Stock Price Index, which emphasizes stocks of large U.S. companies. 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 long-term appreciation through the ownership of Mohawk Industries shares. (Continued)
-5- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (d) Distributions to Participants ----------------------------- Amounts due to participants who have withdrawn from the Plan but have not been paid at December 31, 1997 and 1996 totaled $1,288,860 and $1,032,134, respectively. 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 up to 90% 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. 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. (e) Vesting ------- Participants are immediately vested in their contributions and the Company's matching and discretionary contributions and the income earned on such contributions. (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, 1997 and 1996, the Plan held investments in trust funds and money market accounts sponsored by the trustee with current values of $23,151,056 and $16,530,075, respectively. The Plan also held investments in 333,162 and 281,644 shares of Mohawk Industries, Inc. common stock at December 31, 1997 and 1996, respectively. (Continued) -6- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (4) Investments ----------- The following table shows the components of investments:
1997 1996 ---- ---- Mutual funds: STI Capital Growth Fund $22,391,793 16,271,095 Dodge & Cox Balanced Fund 2,119,448 - Vanguard Index Fund 1,985,222 - Templeton Foreign Fund 559,234 - ----------- ---------- Total mutual funds 27,055,697 16,271,095 ----------- ---------- Guaranteed investment contracts: Commonwealth Life Guaranteed Investment Contract 3,097,703 3,155,840 Principal Mutual Life Guaranteed Investment Contract - 4,037,196 Sun Life Guaranteed Investment Contract 3,424,172 3,455,584 Northwestern National Life Guaranteed Investment Contract - 1,475,629 Confederation Life Guaranteed Investment Contract - 2,386,373 CNA Insurance Guaranteed Investment Contact 6,057,002 4,852,712 New York Life Guaranteed Investment Contract 6,767,385 6,756,126 Met Life Group Annuity Contract 2,766,396 2,769,323 Prudential Insurance Group Annuity Contract 3,203,984 3,233,780 Travelers Insurance Guaranteed Investment Contract 2,337,866 - John Hancock Life Guaranteed Investment Contract 5,973,209 - ----------- ---------- Total guaranteed investment contracts 33,627,717 32,122,563 ----------- ---------- Mohawk Industries, Inc. common stock 7,308,908 6,196,168 Money market funds - Trustee 759,263 258,980 Loans to participants 2,546,235 2,442,484 ----------- ---------- Total investments $71,297,820 57,291,290 =========== ==========
(Continued) -7- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements The net assets available for plan benefits and the changes in net assets available for plan benefits at December 31, 1997 and for the year then ended by investment fund are as follows: Statement of Net Assets Available for Plan Benefits by Fund
Participant Directed ---------------------------------------------------- Stable Equity Participant Value Fund Fund Loan Fund ---------- ---- --------- Assets: Investments: Mutual funds $ - 22,391,793 - Guaranteed investment contracts 33,627,717 - - Mohawk Industries, Inc. common stock - - - Money market funds 392,330 224,266 - Loans to participants - - 2,546,235 ------------- ------------ ------------- 34,020,047 22,616,059 2,546,235 Cash 1,976 - - Accrued investment income 1,792 1,047 - Contributions receivable from employer 110,542 52,157 - Contributions receivable from participants 375,412 199,767 - ------------- ------------ ------------- Total assets 34,509,769 22,869,030 2,546,235 Liabilities - accounts payable 91,310 21,938 - ------------- ------------ ------------- Net assets available for plan benefits $ 34,418,459 22,847,092 2,546,235 ============= ============ ============= Participant Directed ------------------------------------------------------ Mohawk Balanced Index Stock Fund Fund Fund ---------- ---- ---- Assets: Investments: Mutual funds $ - 2,119,448 1,985,222 Guaranteed investment contracts - - - Mohawk Industries, Inc. common stock 7,308,908 - - Money market funds 62,152 44,369 27,106 Loans to participants - - - -------------- --------- --------- 7,371,060 2,163,817 2,012,328 Cash 60,007 (3,516) - Accrued investment income 298 115 105 Contributions receivable from employer 17,604 5,664 5,431 Contributions receivable from participants 60,680 25,754 28,520 -------------- --------- --------- Total assets 7,509,649 2,191,834 2,046,384 Liabilities - accounts payable 18,154 10,349 5,358 ---------------- --------- --------- Net assets available for plan benefits $ 7,491,495 2,181,485 2,041,026 ================ ========= ========= Participant Directed --------------------------------------------------- International Fund Total ---- ----- Assets: Investments: Mutual funds $ 559,234 27,055,697 Guaranteed investment contracts - 33,627,717 Mohawk Industries, Inc. common stock - 7,308,908 Money market funds 9,040 759,263 Loans to participants - 2,546,235 ------------ ---------- 568,274 71,297,820 Cash 3,517 61,984 Accrued investment income 29 3,386 Contributions receivable from employer 1,775 193,173 Contributions receivable from participants 8,543 698,676 ------------ ---------- Total assets 582,138 72,255,039 Liabilities - accounts payable 5,443 152,552 ------------ ---------- Net assets available for plan benefits $ 576,695 72,102,487 ============ ==========
(Continued) -8- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements Statement of Changes in Net Assets Available for Plan Benefits by Fund
Participant Directed --------------------------------------------------------- Stable Equity Participant Value Fund Fund Loan Fund ---------- ---- --------- Additions: Investment income: Interest and dividends $ 2,633,360 71,111 219,636 Net appreciation in fair value of investments: Mutual funds - 5,388,937 - Mohawk Industries, Inc. common stock - - - Contributions from employer 1,197,474 604,386 - Contributions from participants 3,583,997 2,058,425 - ------------------ ----------------- ----------------- Total additions 7,414,831 8,122,859 219,636 ------------------ ----------------- ----------------- Deductions: Participants' benefits 2,981,944 1,837,998 261,879 Administrative expenses 24,574 - - ------------------ ----------------- ----------------- Total deductions 3,006,518 1,837,998 261,879 ------------------ ----------------- ----------------- Fund transfers (2,369,442) (245,691) 145,994 Increase in net assets available for plan benefits 2,038,871 6,039,170 103,751 Net assets available for plan benefits at beginning 32,379,588 16,807,922 2,442,484 ------------------ ----------------- ----------------- of year Net assets available for plan benefits at end of year $ 34,418,459 22,847,092 2,546,235 ================== ================= ================= Participant Directed ----------------------------------------------------- Mohawk Balanced Index Stock Fund Fund Fund ---------- ---- ---- Additions: Investment income: Interest and dividends 5,827 28,776 16,820 Net appreciation in fair value of investments: Mutual funds - 23,628 91,944 Mohawk Industries, Inc. common stock 2,731,782 - - Contributions from employer 222,763 20,514 20,280 Contributions from participants 797,928 80,317 89,120 ----------------- ----------------- ---------------- Total additions 3,758,300 153,235 218,164 ----------------- ----------------- ---------------- Deductions: Participants' benefits 598,161 15 1,374 Administrative expenses - - - ----------------- ----------------- ---------------- Total deductions 598,161 15 1,374 ----------------- ----------------- ---------------- Fund transfers (1,923,550) 2,028,265 1,824,236 Increase in net assets available for plan benefits 1,236,589 2,181,485 2,041,026 Net assets available for plan benefits at beginning 6,254,906 - - ----------------- ----------------- ---------------- of year Net assets available for plan benefits at end of year 7,491,495 2,181,485 2,041,026 ================= ================= ================ Participant Directed ------------------------------------- International Fund Total ---- ----- Additions: Investment income: Interest and dividends 8,333 2,983,863 Net appreciation in fair value of investments: Mutual funds (17,994) 5,486,515 Mohawk Industries, Inc. common stock - 2,731,782 Contributions from employer 6,725 2,072,142 Contributions from participants 39,555 6,649,342 ----------------- ------------------ Total additions 36,619 19,923,644 ----------------- ------------------ Deductions: Participants' benefits 112 5,681,483 Administrative expenses - 24,574 ----------------- ------------------ Total deductions 112 5,706,057 ----------------- ------------------ Fund transfers 540,188 - Increase in net assets available for plan benefits 576,695 14,217,587 Net assets available for plan benefits at beginning - 57,884,900 ----------------- ------------------ of year Net assets available for plan benefits at end of year 576,695 72,102,487 ================= ==================
(Continued) -9- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements Statement of Net Assets Available for Plan Benefits by Fund The net assets available for plan benefits at December 31, 1996 by investment fund are as follows:
Participant Directed -------------------------------------------------------------- Interest Rate Contract Equity Participant Mohawk Fund Fund Loans Stock Fund Total ------------- ---------- ----------- ---------- ---------- Assets: Investments: Common trust fund $ - 16,271,095 - - 16,271,095 Group annuity contracts 32,122,563 - - - 32,122,563 Mohawk Industries, Inc. common stock - - - 6,196,168 6,196,168 Money market funds - 258,980 - - 258,980 Loans to participants - - 2,442,484 - 2,442,484 ---------- ---------- --------- --------- ---------- 32,122,563 16,530,075 2,442,484 6,196,168 57,291,290 ---------- ---------- --------- --------- ---------- Accrued investment income 445 1,312 - 194 1,951 Contributions receivable from employer 98,620 45,283 - 18,379 162,282 Contributions receivable from participants 297,960 281,341 - 52,766 632,067 ----------- ---------- --------- --------- ---------- Total assets 32,519,588 16,858,011 2,442,484 6,267,507 58,087,590 Liabilities - accounts payable 140,000 50,089 - 12,601 202,690 ----------- ---------- --------- --------- ---------- Net assets available for plan benefits $32,379,588 16,807,922 2,442,484 6,254,906 57,884,900 =========== ========== ========= ========= ==========
(Continued) -10- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements (5) Income Tax Status ----------------- The Internal Revenue Service made a favorable ruling on the application for determination of qualification submitted by the Company in May 1992. The Plan has been amended since receiving the determination letter and the Plan has filed an application for an updated determination letter. The administrative committee of the Plan is not aware of any course of action or series of events that might adversely affect the Plan's qualification under Section 401(a) of the Internal Revenue Code, and under which the Plan would be subject to tax under present income tax law. (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. -11- Schedule 1 ---------- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Item 27a -- Schedule of Assets Held for Investment Purposes December 31, 1997
Current Identity of the issuer Description Cost value ---------------------- ----------- ---- ------- Mutual funds: STI Capital Growth Fund* 1,533,684 mutual fund units $ 24,813,319 22,391,793 Dodge & Cox Balanced Fund 31,738 mutual fund units 2,190,776 2,119,448 Vanguard Index Trust Fund 22,041 mutual fund units 1,905,500 1,985,222 Templeton Foreign Fund 56,204 mutual fund units 595,738 559,234 Guaranteed investment contracts: Commonwealth Life Guaranteed Investment Contract due March 31, 1998 at 5.21% 3,097,703 3,097,703 Sunlife of America Guaranteed Investment Contract due March 31, 1998 at 6.20% 3,424,172 3,424,172 New York Life Guaranteed Investment Contract due April 1, 2000 at 7.35% 6,767,385 6,767,385 CNA Insurance Guaranteed Investment Contract due April 2, 2001 at 6.43% 2,470,366 2,470,366 CNA Insurance Guaranteed Investment Contract due April 2, 2002 at 7.15% 3,586,636 3,586,636 Travelers Insurance Company Guaranteed Investment Contract due April 1, 2002 at 7.03% 2,337,866 2,337,866 Prudential Insurance Guaranteed Investment Contract due March 31, 1998 at rates from 6.0% to 7.5% 3,203,984 3,203,984 John Hancock Life Guaranteed Investment Contract due April 2, 2002 at 7.0% 5,973,209 5,973,209 Met Life Guaranteed Investment Contract due April 1, 1999 at 7.06% 2,766,396 2,766,396 Mohawk Industries, Inc. - common stock* 333,162 shares of common stock 3,375,913 7,308,908 Money Market Funds - Trustee* Money Market Fund 759,263 759,263 Loans to participants (1) 2,546,235 2,546,235 ---------- ---------- Total $ 69,814,461 71,297,820 ========== ==========
*SunTrust Bank, Trustee, and Mohawk Industries, Inc. are parties-in-interest to the Plan. (1) Loans are consummated at a fixed rate (then current current prime rate plus 1%) for terms up to four years or 20 years for a residence. -12- SCHEDULE 2 ---------- MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Item 27d - Schedule of Reportable Transactions (A) Year ended December 31, 1997
Expenses Purchase Selling incurred with Cost of Description price price transaction asset ----------- ----- ----- ----------- ----- Principal Mutual Life Guaranteed Investment Contract $ 73,025 N/A - 73,025 Principal Mutual Life Guaranteed Investment Contract N/A 4,110,221 - 4,110,221 CNA Insurance Guaranteed Investment Contract 3,781,183 N/A - 3,781,183 CNA Insurance Guaranteed Investment Contract N/A 193,868 - 193,868 John Hancock Life Guaranteed Investment Contract 6,296,125 N/A - 6,296,125 John Hancock Life Guaranteed Investment Contract N/A 322,916 - 322,916 Confederation Life Guaranteed Investment Contract 514,155 N/A - 514,155 Confederation Life Guaranteed Investment Contract N/A 2,900,528 - 2,900,528 SunTrust Retirement Reserve Fund* 9,174,325 N/A - 9,174,325 SunTrust Retirement Reserve Fund* N/A 9,146,887 - 9,146,887 STI Capital Growth Fund* 26,230,178 N/A - 26,230,178 STI Capital Growth Fund* N/A 1,447,546 - 1,447,546 SunTrust Corporate Equity Fund* 770,423 N/A - 770,423 SunTrust Corporate Equity Fund* N/A 21,487,208 - 21,487,208 SunTrust Money Market Funds, Trustee* 15,694,070 N/A - 15,694,070 SunTrust Money Market Funds, Trustee* N/A 15,221,225 - 15,221,225 Current value of asset on transaction Net gain date (loss) ---- ------ Principal Mutual Life Guaranteed Investment Contract 73,025 - Principal Mutual Life Guaranteed Investment Contract 4,110,221 - CNA Insurance Guaranteed Investment Contract 3,781,183 - CNA Insurance Guaranteed Investment Contract 193,868 - John Hancock Life Guaranteed Investment Contract 6,296,125 - John Hancock Life Guaranteed Investment Contract 322,916 - Confederation Life Guaranteed Investment Contract 514,155 - Confederation Life Guaranteed Investment Contract 2,900,528 - SunTrust Retirement Reserve Fund* 9,174,325 - SunTrust Retirement Reserve Fund* 9,146,887 - STI Capital Growth Fund* 26,230,178 - STI Capital Growth Fund* 1,478,233 30,687 SunTrust Corporate Equity Fund* 770,423 - SunTrust Corporate Equity Fund* 31,110,828 9,623,620 SunTrust Money Market Funds, Trustee* 15,694,070 - SunTrust Money Market Funds, Trustee* 15,221,225 -
*SunTrust Bank is a party-in-interest to the Plan. (A) Represents transactions or a series of transactions in securities of the same issue or with the same person in excess of 5% of the current value of the Plan's assets as of the beginning of the year. -13- EX-99.2 7 ALADDIN RETIREMENT SAVINGS PLAN EXHIBIT 99.2 INDEPENDENT AUDITORS' REPORT The Administrator Aladdin Retirement Savings Plan: We have audited the accompanying statement of net assets available for plan benefits of the Aladdin Retirement Savings Plan ("Plan") as of December 31, 1997, and the related statement of changes in net assets available for plan benefits for the six months ended December 31, 1997. 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 net assets available for plan benefits of the Plan as of December 31, 1997, and the changes in net assets available for plan benefits for the six months ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of or for the six months ended December 31, 1997, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. May 8, 1998 ALADDIN RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1997
Assets: Investments, at fair value (notes 3 and 4): Mutual funds, at fair value $18,738,803 Money market funds 360,878 ----------- 19,099,681 Cash 103,391 Accrued investment income 2,660 Contributions receivable from employer 2,109,464 Contributions receivable from participants 266,042 Other receivable from employer 36,893 ----------- Total assets 21,618,131 Liabilities - accounts payable 261,164 ----------- Net assets available for plan benefits $21,356,967 ===========
See accompanying notes to financial statements. -2- ALADDIN RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Six Months ended December 31, 1997
Additions: Investment income: Interest and dividends $ 213,965 Net appreciation in fair value of mutual funds 496,400 ----------- Total investment income 710,365 ----------- Contributions from employer 535,742 Contributions from participants 1,560,444 Transfer from Aladdin Mills, Inc. Profit Sharing Plan and Trust 18,550,416 ----------- Total additions 20,646,602 ----------- Increase in net assets available for plan benefits 21,356,967 Net assets available for plan benefits at beginning of period Net assets available for plan benefits at end of period $21,356,967 ===========
See accompanying notes to financial statements. -3- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1997 (1) Summary of Significant Accounting Policies ------------------------------------------ The following is a summary of significant accounting policies followed by the Plan in preparing its financial statements. The policies are in conformity with generally accepted accounting principles. (a) Basis of Presentation --------------------- The records of the Plan are maintained on the cash basis of accounting. The accompanying financial statements of the Aladdin 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 generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. (b) Investments ----------- Investments in mutual funds and money market funds are stated at fair value based on quoted market prices or as determined by SunTrust Bank (Trustee). Securities transactions are accounted for on a trade date basis. Realized and unrealized investment gains and losses are included in net appreciation (depreciation) in fair value of investments in the statement of changes in net assets available for plan benefits. (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 ------- Prior to June 30, 1997, Aladdin Mills, Inc. (the "Company"), a wholly owned subsidiary of Mohawk Industries, Inc., maintained the Aladdin Mills, Inc. Profit Sharing Plan and Trust. Effective July 1, 1997, the Company amended the Plan to add a 401(k) feature to permit employer matching contributions, employee pretax contributions, and for other purposes. The amendment also changed the Plan's year-end from June 30 to December 31. The Plan is a defined contribution plan and covers all employees of the Company. 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 completing one year of service. 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 SunTrust Bank. (Continued) -4- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements (b) Contributions ------------- Contributions to the Plan are made by both participants and the Company. Participants may contribute a maximum of 16% of their gross compensation, subject to certain limitations. The Plan allows participants to allocate their contributions in multiples of 1% to the various investment funds available under the Plan. The employer makes a 50% matching contribution up to the first 4% of each participant's gross compensation contributed to the Plan. 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. (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, employer profit sharing contributions, 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. Participant contributions may be invested in one or more of the investment funds available under the Plan at the direction of the participant. The Plan allows for monthly valuation of accounts. Current investment funds available within the Plan include the following:
Investment fund Fund objective ---- -------------- Equity Fund To deliver capital growth through investments in the stocks of large, well-known companies. Stable Value Fund To provide a fixed principal value and generate regular interest payments through investments in a diversified portfolio of investment contracts issued by sound financial institutions. Balanced Fund To track the performance of the Standard and Poor's 500 Composite Stock Price Index, which emphasizes stocks of large U.S. companies. Mohawk Stock Fund To provide long-term appreciation through the ownership of Mohawk Industries shares.
(d) Distributions to Participants ----------------------------- Amounts due to participants who have withdrawn from the Plan but have not been paid at December 31, 1997 totaled $721,239. (Continued) -5- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements 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 up to 90% of the value of their employee contribution account subject to limitations provided by the Plan. Loans must be paid back to the Plan generally within five years of the loan date. As of December 31, 1997, there were no participant loan balances due to the Plan. Upon termination of employment, the participant's account shall be applied toward the purchase of a Qualified Fifty Percent Joint and Survivor Annuity, or a Straight-Life Annuity, if the Participant does not have a spouse, 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 life expectancy of the participant. (e) Vesting ------- Participants are immediately vested in their contributions and the Company's matching contributions and the income earned on such contributions. Participants become vested in the Company's discretionary contributions according to the following schedule:
Years of Percent eligible service vested ---------------- ------ Less than 3 0% 3 25 4 40 5 60 6 80 7 100
A participant who reaches normal retirement age, becomes permanently disabled, or dies will become 100% vested in their account regardless of the years of service. (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, 1997, the Plan held investments in trust funds and money market accounts sponsored by the trustee with current values of $15,229,663. (Continued) -6- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements (4) Investments ----------- The following table shows the components of investments: Mutual funds: STI Capital Growth Fund $ 4,864,229 Dodge & Cox Balanced Fund 3,870,018 STI Stable Value Fund 10,004,556 ----------- Total mutual funds 18,738,803 Money market funds - Trustee 360,878 ----------- Total investments $19,099,681 ===========
(Continued) -7- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements The Plan permits participants to contribute to three types of investment funds. The net assets available for plan benefits and the changes in net assets available for plan benefits at December 31, 1997 and for the six months then ended by investment fund are as follows: Statement of Net Assets Available for Plan Benefits by Fund
Participant Directed --------------------------------------------- Stable Value Equity Balanced Fund Fund Fund Total ----------- --------- --------- ---------- Assets: Investments: Mutual funds $10,004,556 4,864,229 3,870,018 18,738,803 Money market funds 348,359 7,119 5,400 360,878 ----------- --------- --------- ---------- 10,352,915 4,871,348 3,875,418 19,099,681 Cash - - 103,391 103,391 Accrued investment income 2,622 22 16 2,660 Contributions receivable from employer 2,029,555 47,070 32,839 2,109,464 Contributions receivable from participants 63,850 122,379 79,813 266,042 Other receivable from employer 36,893 - - 36,893 ----------- --------- --------- ---------- Total assets 12,485,835 5,040,819 4,091,477 21,618,131 Liabilities - accounts payable 254,045 7,119 - 261,164 ----------- --------- --------- ---------- Net assets available for plan benefits $12,231,790 5,033,700 4,091,477 21,356,967 =========== ========= ========= ==========
(Continued) -8- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements Statement of Changes in Net Assets Available for Plan Benefits by Fund
Participant Directed ------------------------------------------------- Stable Value Equity Balanced Fund Fund Fund Total ----- ---- ---- ----- Additions: Investment income: Interest and dividends $ 5,893 6,925 201,147 213,965 Net appreciation (depreciation) in fair value of mutual funds 508,807 129,038 (141,445) 496,400 Contributions from employer 227,119 177,872 130,751 535,742 Contributions from participants 630,713 560,626 369,105 1,560,444 Contributions from Aladdin Mills, Inc. Profit Sharing Plan and Trust 10,859,258 4,159,239 3,531,919 18,550,416 ----------- --------- --------- ---------- Total additions 12,231,790 5,033,700 4,091,477 21,356,967 Net assets available for plan benefits at beginning of period - - - - ----------- --------- --------- ---------- Net assets available for plan benefits at end of period $ 12,231,790 5,033,700 4,091,477 21,356,967 =========== ========= ========= ==========
(Continued) -9- ALADDIN RETIREMENT SAVINGS PLAN Notes to Financial Statements (5) Income Tax Status ----------------- An application for determination of qualification has been submitted to the Internal Revenue Service. Although a favorable ruling on this application has not yet been received, the Plan is designed and being operated in compliance with Section 401(a) of the Internal Revenue Code. The administrative committee of the Plan is not aware of any course of action or series of events that might adversely affect the Plan's qualification under Section 401(a) of the Internal Revenue Code, and under which the Plan would be subject to tax under present income tax law. (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. -10- Schedule 1 ---------- ALADDIN RETIREMENT SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1997
Current Identity of issuer Description of investment Cost value ------------------ ------------------------- ----- ----- Mutual funds: STI Capital Growth Fund* 333,166 mutual fund units $ 4,798,418 4,864,229 Dodge & Cox Balanced Fund 57,952 mutual fund units 4,011,463 3,870,018 STI Stable Value Fund* 406,524 mutual fund units 9,714,057 10,004,556 Money market funds - SunTrust Bank* Money Market Fund 360,878 360,878 ----------- ---------- $18,884,816 19,099,681 =========== ==========
*SunTrust Bank, Trustee, is a party-in-interest to the Plan. -11- Schedule 2 ---------- ALADDIN RETIREMENT SAVINGS PLAN Item 27d - Schedule of Reportable Transactions (A) Six Months ended December 31, 1997
Expenses Current value incurred Cost of asset on Net Purchase Selling with of transaction gain Description price price transaction asset date (loss) ----------- ------- ----- ----------- ----- ------------ ------ SunTrust Money Market Funds, Trustee* $26,361,216 N/A - 26,361,216 26,361,216 - SunTrust Money Market Funds, Trustee* N/A 26,000,338 - 26,000,338 26,000,338 - STI Stable Value Fund* 17,974,968 N/A - 17,974,968 17,974,968 - STI Stable Value Fund* N/A 8,479,219 - 8,260,911 8,479,219 218,308 STI Capital Growth Fund* 4,798,418 N/A - 4,798,418 4,798,418 - Dodge & Cox Balanced Fund 4,011,463 N/A - 4,011,463 4,011,463 -
*SunTrust Bank is a party-in-interest to the Plan. /(A)/ Represents transactions or a series of transactions in securities of the same issue or with the same person in excess of 5% of the current value of the Plan's assets as of the beginning of the year. -12- -----END PRIVACY-ENHANCED MESSAGE-----