Mohawk Industries Reports Q2 Results

CALHOUN, Ga., Aug. 06, 2020 (GLOBE NEWSWIRE) -- Mohawk Industries, Inc. (NYSE: MHK) today announced a 2020 second quarter net loss of $48 million and diluted loss per share of $0.68. Adjusted net earnings were $26 million, and earnings per share (EPS) was $0.37, excluding restructuring, acquisition and other charges. Net sales for the second quarter of 2020 were $2.0 billion, down 21% as reported and 19% on a constant currency basis. For the second quarter of 2019, net sales were $2.6 billion, net earnings were $202 million and EPS was $2.79, adjusted net earnings were $210 million, and EPS was $2.89, excluding restructuring, acquisition and other charges.

For the six months ending June 27, 2020, net earnings and EPS were $62 million and $0.87, respectively. Net earnings excluding restructuring, acquisition and other charges were $146 million and EPS was $2.04. For the 2020 six-month period, net sales were $4.3 billion, a decrease of 14% versus prior year as reported or 11.5% on a constant currency and days basis. For the six-month period ending June 29, 2019, net sales were $5.0 billion, net earnings were $324 million and EPS was $4.48; excluding restructuring, acquisition and other charges, net earnings and EPS were $364 million and $5.04.

Commenting on Mohawk Industries’ second quarter performance, Jeffrey S. Lorberbaum, Chairman and CEO, stated, “Though sales trends have improved significantly since government restrictions were lifted, the current environment is the most unpredictable in the history of our business. During the quarter, all of our businesses were dramatically impacted, with most of our customers and facilities operating either in a limited capacity or completely shut down for some time. After the company’s sales bottomed in April, our markets improved more than we expected, and shipments exceeded our production rates, reducing our inventories. Our manufacturing levels were impacted by government restrictions, Covid disruptions and employee absenteeism across the enterprise.

At this time, our visibility into the future continues to be uncertain due to the persistent Covid spread and the unknown strength of the economic recovery. Some near-term factors represent a potential upside, including historically low interest rates, rising remodeling activity, consumer discretionary funds being shifted to home improvements and increasing home purchases. Alternately, potential changes in government policies, consumer and business spending and higher Covid infection rates could reduce demand around the world, particularly if governments increase restrictions. Given these factors, our business plans must remain flexible to quickly adjust our production levels.

We are restructuring our business to enhance our results and our future performance. We are reducing SG&A, headcount and lower performing products and SKUs. We are closing less efficient operations and investing in more productive equipment. The largest of these changes are in the U.S., where LVT sales growth and the strong dollar have impacted many of our businesses. We anticipate these global actions will deliver annual savings of approximately $110 to $120 million, with an estimated cost of approximately $170 million, of which the cash cost is approximately $44 million. It will take much of the next year to complete these initiatives and capture the full benefit.

For the quarter, our Global Ceramic Segment sales declined 21% as reported and 19% on a constant currency and days basis. As reported, the segment had an operating loss of $34 million, but excluding restructuring cost was slightly profitable. The decline year over year was primarily due to lower volume and shutdowns attributable to Covid and unfavorable price and mix, partially offset by actions to reduce cost across the business. While business in all of our markets has improved, the strength of our future demand is unknown, so we are reducing our cost structure, decreasing complexity and aligning production with our present sales. In the U.S. ceramic market, many of our retail customers were closed for some time, while construction continued in most markets. To manage the situation, we reduced cost across the business, including furloughs to decrease our overhead, cutting marketing activity, deferring product introductions and controlling manufacturing and distribution costs. Our new countertop facility in Tennessee is ramping up as we expected with cost and productivity continuing to improve. Given pressures on the U.S. ceramic industry, we are consolidating manufacturing into our most advanced facilities and closing our least efficient assets.  Our manufacturing operations in Mexico are currently running but were limited during the second quarter under government orders. We are rationalizing our product offering and increasing our position in both premium and promotional products. In Brazil, sales are improving as retail stores re-open in major cities. With inventories low, we are increasing our production to support sales and taking actions to reduce our cost structures. Our southern European ceramic business was impacted by severe lockdowns, especially in Italy; and our Eastern European operations were less affected. All of our plants in Europe are ramping up to satisfy demand, and our service levels should soon approach our target. In Russia, our ceramic business declined significantly when the country locked down and our plants are now operating at similar rates to last year.  We are placing a greater emphasis on the new construction channel, which the Russian government is investing in to support the economy.

During the quarter, our Flooring North America Segment’s sales decreased 19% as reported with an operating loss of $45 million as reported and $17 million after excluding restructuring charges. The operating loss was primarily due to lower volume and shutdowns due to Covid partially offset by lower inflation and cost reduction actions in the segment. The segment’s sales declined substantially in April and then improved throughout the quarter as consumers started shopping and remodeling their homes. To enhance the segment’s performance, we are reducing our overhead cost and lowering our SG&A. We are taking out higher cost manufacturing assets and consolidating distribution points. We are streamlining our product offering and investing in more efficient assets to reduce costs. As our LVT sales improved in the quarter, we are increasing our production, and upgrading our LVT offering. In residential carpet, the new home construction channel performed best with housing sales and starts improving through the period. Our mix and pricing declined as the higher value remodeling channel was more impacted and lower priced polyester performed better. The commercial sector continues to be challenged, as many businesses are postponing new investments. Our rug business was severely impacted as many of our customers were completely shut down and has now rebounded as consumers used our rugs to enhance their homes. Our laminate business outperformed our other categories as consumers increased DIY and remodeling projects while at home.

For the quarter, our Flooring Rest of the World Segment’s sales decreased 23% as reported and 20% on a constant currency basis. The segment’s operating margin was 6% as reported or 12% after excluding restructuring charges due to shutdowns and lower volume from Covid as well as unfavorable price and mix, partially offset by lower inflation and productivity actions. Our Flooring Rest of the World results continue to outperform our other segments. The distribution of the segment’s business is much greater in residential remodeling, which is performing better than the commercial category. Across the segment, we have reduced our overhead costs and are consolidating lower volume SKUs. We are now increasing production to meet emerging demand while protecting our employees’ health. Our laminate business outperformed our other products as our waterproof collections and new introductions are increasing consumer preference for our products. Our flexible and rigid LVT sales improved as we progressed through the period as retailers re-opened in our key markets. In Europe, we manufacture almost all of our LVT, and it is positively contributing to our results. In Russia, our new sheet vinyl plant also positively contributed to our results, and we have broadened our product offering to increase our market share. When restrictions were lifted, our insulation and board businesses rebounded in June as contractors completed projects already underway. The Covid crisis was handled differently in Australia and had a less detrimental impact on our performance. The Australian market has largely recovered, and we are seeing improved residential carpet and hard surface sales. New Zealand’s economy is now open, the virus has been contained and our sales are improving.

Since April, we have seen substantial improvement in all of our businesses and markets. The residential remodeling and new construction channels have recovered more than commercial, where businesses are maintaining a cautious approach to investment. Some areas, particularly the U.S., Brazil and Russia, are experiencing an increasing level of Covid cases, which are impacting our operational costs and production levels. Across the business, we are decreasing costs by rationalizing assets, minimizing SG&A, reducing our workforce and managing our product offering and working capital. Much uncertainty remains around all of our markets regarding government policies, business confidence and consumer spending. Our sales in July were approximately flat compared to prior year, but we cannot predict how the sales will evolve going forward. Given this, we are unable to provide guidance for the third quarter, though we anticipate a significant improvement in our results from the second quarter.

Our business is well positioned with a strong balance sheet and deep liquidity. During the second quarter, we generated free cash flow of almost $500 million and issued over $1 billion of new bonds. We are taking the right steps to manage through the pandemic, and we remain focused on delivering innovative products, exceptional value and superior service to maximize our results.”

ABOUT MOHAWK INDUSTRIES

Mohawk Industries is the leading global flooring manufacturer that creates products to enhance residential and commercial spaces around the world. Mohawk’s vertically integrated manufacturing and distribution processes provide competitive advantages in the production of carpet, rugs, ceramic tile, laminate, wood, stone and vinyl flooring. Our industry leading innovation has yielded products and technologies that differentiate our brands in the marketplace and satisfy all remodeling and new construction requirements. Our brands are among the most recognized in the industry and include American Olean, Daltile, Durkan, Eliane, Feltex, Godfrey Hirst, IVC, Karastan, Marazzi, Mohawk, Mohawk Group, Pergo, Quick-Step and Unilin. During the past decade, Mohawk has transformed its business from an American carpet manufacturer into the world’s largest flooring company with operations in Australia, Brazil, Canada, Europe, India, Malaysia, Mexico, New Zealand, Russia and the United States.

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 and deflation in raw material prices and other input costs; inflation and deflation in consumer markets; 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; taxes and tax reform, product and other claims; litigation; the risks and uncertainty related to the COVID-19 pandemic; and other risks identified in Mohawk’s SEC reports and public announcements.

Conference call Friday, August 7, 2020, 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 # 8039409. A replay will be available until September 6, 2020, by dialing 1-855-859-2056 for US/local calls and 1-404-537-3406 for International/Local calls and entering Conference ID # 8039409.

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

         
MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES        
(Unaudited)        
Condensed Consolidated Statement of Operations Data Three Months Ended Six Months Ended
(Amounts in thousands, except per share data) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
         
Net sales $2,049,800  2,584,485   4,335,563  5,026,975 
Cost of sales  1,679,833  1,847,867   3,349,156  3,665,430 
Gross profit  369,967  736,618   986,407  1,361,545 
Selling, general and administrative expenses  430,925  469,758   895,883  929,355 
Operating income (loss)  (60,958)  266,860   90,524  432,190 
Interest expense  12,956  10,521   21,627  20,994 
Other (income) expense, net  1,037  (3,048)   6,716  (6,784) 
Earnings (loss) before income taxes  (74,951)  259,387   62,181  417,980 
Income tax expense (benefit)  (26,363)  56,733   304  93,751 
Net earnings (loss) including noncontrolling interest  (48,588)  202,654   61,877  324,229 
Net income (loss) attributable to noncontrolling interest  (331)  213   (380)  203 
Net earnings (loss) attributable to Mohawk Industries, Inc. $(48,257)  202,441   62,257  324,026 
         
Basic earnings (loss) per share attributable to Mohawk Industries, Inc.        
Basic earnings (loss) per share attributable to Mohawk Industries, Inc. $(0.68)  2.80   0.87  4.50 
Weighted-average common shares outstanding - basic  71,186  72,402   71,364  71,970 
         
Diluted earnings (loss) per share attributable to Mohawk Industries, Inc.        
Diluted earnings (loss) per share attributable to Mohawk Industries, Inc. $(0.68)  2.79   0.87  4.48 
Weighted-average common shares outstanding - diluted  71,186  72,680   71,547  72,250 
         
         
         
Other Financial Information        
(Amounts in thousands)        
Net cash provided by operating activities $568,521  396,190   763,495  566,327 
Less: Capital expenditures  80,639  144,111   196,271  281,059 
Free cash flow $487,882  252,079   567,224  285,268 
         
Depreciation and amortization $154,094  140,482   299,610  277,773 
         
         
Condensed Consolidated Balance Sheet Data        
(Amounts in thousands)        
      June 27, 2020 June 29, 2019
ASSETS        
Current assets:        
Cash and cash equivalents     $737,712  128,096 
Receivables, net      1,586,398  1,819,474 
Inventories      1,922,048  2,367,631 
Prepaid expenses and other current assets      499,840  493,116 
Total current assets      4,745,998  4,808,317 
Property, plant and equipment, net      4,434,544  4,714,306 
Right of use operating lease assets      318,047  343,716 
Goodwill      2,541,906  2,565,702 
Intangible assets, net      910,838  950,624 
Deferred income taxes and other non-current assets      418,071  423,437 
Total assets     $13,369,404  13,806,102 
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Current portion of long-term debt and commercial paper     $135,350  1,891,512 
Accounts payable and accrued expenses      1,618,584  1,713,934 
Current operating lease liabilities      118,296  100,345 
Total current liabilities      1,872,230  3,705,791 
Long-term debt, less current portion      2,573,155  1,169,489 
Non-current operating lease liabilities      226,555  249,844 
Deferred income taxes and other long-term liabilities      772,600  859,387 
Total liabilities      5,444,540  5,984,511 
Total stockholders' equity      7,924,864  7,821,591 
Total liabilities and stockholders' equity     $13,369,404  13,806,102 
         
Segment Information Three Months Ended As of or for the Six Months Ended
(Amounts in thousands) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
         
Net sales:        
Global Ceramic $753,335  958,031   1,601,785  1,856,383 
Flooring NA  800,088  983,439   1,648,418  1,905,419 
Flooring ROW  496,377  643,015   1,085,360  1,265,173 
Consolidated net sales $2,049,800  2,584,485   4,335,563  5,026,975 
         
Operating income (loss):        
Global Ceramic $(33,809)  117,036   14,168  200,266 
Flooring NA  (45,484)  62,047   (9,278)  65,242 
Flooring ROW  29,478  100,093   105,294  189,083 
Corporate and intersegment eliminations  (11,143)  (12,316)   (19,660)  (22,401) 
Consolidated operating income (loss) (a) $(60,958)  266,860   90,524  432,190 
         
Assets:        
Global Ceramic     $5,112,084  5,661,364 
Flooring NA      3,682,638  4,024,428 
Flooring ROW      3,770,581  3,858,264 
Corporate and intersegment eliminations      804,101  262,046 
Consolidated assets     $13,369,404  13,806,102 

(a)During the second quarter of 2020, the Company revised the methodology it uses to estimate and allocate corporate general and administrative expenses to its operating segments to better align usage of corporate resources allocated to the Company segments. The updated allocation methodology had no impact on the Company’s consolidated statements of operations. This change was applied retrospectively, and segment operating income for all comparative periods has been updated to reflect this change.


Reconciliation of Net Earnings (Loss) 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 Six Months Ended  
  June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019  
Net earnings (loss) attributable to Mohawk Industries, Inc. $(48,257)  202,441  62,257  324,026   
Adjusting items:          
Restructuring, acquisition and integration-related and other costs  100,359  8,840  112,324  48,335   
Acquisitions purchase accounting , including inventory step-up  -  1,164  -  3,716   
Release of indemnification asset  (23)  -  (58) -   
Income taxes - reversal of uncertain tax position  23  -  58  -   
Income taxes  (25,746)  (2,701)  (28,860)  (11,853)   
Adjusted net earnings attributable to Mohawk Industries, Inc. $26,356  209,744  145,721  364,224   
           
Adjusted diluted earnings per share attributable to Mohawk Industries, Inc. $0.37  2.89  2.04  5.04   
Weighted-average common shares outstanding - diluted  71,186  72,680  71,547  72,250   
           
           
           
Reconciliation of Total Debt to Net Debt        
(Amounts in thousands)          
  June 27, 2020        
Current portion of long-term debt and commercial paper $135,350         
Long-term debt, less current portion  2,573,155         
Less: Cash and cash equivalents  737,712         
Net Debt $1,970,793         
           
Reconciliation of Operating Income (Loss) to Adjusted EBITDA  
(Amounts in thousands)         Trailing Twelve
  Three Months Ended Months Ended
  September 28, 2019 December 31, 2019 March 28, 2020 June 27, 2020 June 27, 2020
Operating income (loss) $240,220  154,814  151,483  (60,958)  485,559 
Other (expense) income  (52,713)  9,522  (5,679)  (1,037)  (49,907) 
Net (income) loss attributable to noncontrolling interest  (151)  (6)  49  331  223 
Depreciation and amortization (1)  144,920  153,759  145,516  154,094  598,289 
EBITDA  332,276  318,089  291,369  92,430  1,034,164 
Restructuring, acquisition and integration-related and other costs  1,542  49,802  10,376  91,963  153,683 
Impairment of net investment in a manufacturer and distributor of Ceramic tile in China  65,172  (5,226)  -  -  59,946 
Acquisitions purchase accounting, including inventory step-up  -  222  -  -  222 
Release of indemnification asset  (659)  603  (35)  (23)  (114) 
Adjusted EBITDA $398,331  363,490  301,710  184,370  1,247,901 
           
Net Debt to Adjusted EBITDA         1.6 
(1) Includes $1,589 of non-gaap depreciation in Q1 2020 with $8,395 in Q2 2020.          
           
           
           
Reconciliation of Net Sales to Net Sales on a Constant Exchange Rate and on Constant Shipping Days   
(Amounts in thousands)          
  Three Months Ended Six Months Ended  
  June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019  
Net sales $2,049,800  2,584,485  4,335,563  5,026,975   
Adjustment to net sales on constant shipping days  (508)  -  37,488  -   
Adjustment to net sales on a constant exchange rate  40,499  -  74,550  -   
Net sales on a constant exchange rate and constant shipping days $2,089,791  2,584,485  4,447,601  5,026,975   
           
           
           
Reconciliation of Segment Net Sales to Segment Net Sales on a Constant Exchange Rate and on Constant Shipping Days      
(Amounts in thousands)          
  Three Months Ended      
Global Ceramic June 27, 2020 June 29, 2019      
Net sales $753,335  958,031       
Adjustment to net sales on constant shipping days  (508)  -       
Adjustment to segment net sales on a constant exchange rate  23,265  -       
Segment net sales on a constant exchange rate and constant shipping days $776,092  958,031       
           
           
           
Reconciliation of Segment Net Sales to Segment Net Sales on a Constant Exchange Rate       
(Amounts in thousands)          
  Three Months Ended      
Flooring ROW June 27, 2020 June 29, 2019      
Net sales $496,377  643,015       
Adjustment to net sales on constant shipping days  -  -       
Adjustment to segment net sales on a constant exchange rate  17,234  -       
Segment net sales on a constant exchange rate $513,611  643,015       
           
           
           
Reconciliation of Gross Profit to Adjusted Gross Profit      
(Amounts in thousands)          
  Three Months Ended      
  June 27, 2020 June 29, 2019      
Gross Profit $369,967  736,618       
Adjustments to gross profit:          
Restructuring, acquisition and integration-related and other costs  69,478  5,867       
Acquisitions purchase accounting, including inventory step-up  -  1,164       
Adjusted gross profit $439,445  743,649       
           
           
           
Reconciliation of Selling, General and Administrative Expenses to Adjusted Selling, General and Administrative Expenses      
(Amounts in thousands)          
  Three Months Ended      
  June 27, 2020 June 29, 2019      
Selling, general and administrative expenses $430,925  469,758       
Adjustments to selling, general and administrative expenses:          
Restructuring, acquisition and integration-related and other costs  (27,282)  (3,068)       
Adjusted selling, general and administrative expenses $403,643  466,690       
           
           
           
Reconciliation of Operating Income (Loss) to Adjusted Operating Income      
(Amounts in thousands)          
  Three Months Ended      
  June 27, 2020 June 29, 2019      
Operating income (loss) $(60,958)  266,860       
Adjustments to operating income (loss):          
Restructuring, acquisition and integration-related and other costs  96,760  8,935       
Acquisitions purchase accounting, including inventory step-up  -  1,164       
Adjusted operating income $35,802  276,959       
           
           
           
Reconciliation of Segment Operating Income (Loss) to Adjusted Segment Operating Income      
(Amounts in thousands)          
  Three Months Ended      
Global Ceramic June 27, 2020 June 29, 2019      
Operating income (loss) $(33,809)  117,036       
Adjustments to segment operating income (loss):          
Restructuring, acquisition and integration-related and other costs  37,672  653       
Adjusted segment operating income $3,863  117,689       
           
           
           
Reconciliation of Segment Operating Income (Loss) to Adjusted Segment Operating Income (Loss)
      
(Amounts in thousands)          
  Three Months Ended      
Flooring NA  June 27, 2020 June 29, 2019      
Operating income (loss) $(45,484)  62,047       
Adjustments to segment operating income (loss):          
Restructuring, acquisition and integration-related and other costs  28,226  3,352       
Adjusted segment operating income (loss) $(17,258)  65,399       
           
           
           
Reconciliation of Segment Operating Income to Adjusted Segment Operating Income
      
(Amounts in thousands)          
  Three Months Ended      
Flooring ROW  June 27, 2020 June 29, 2019      
Operating income $29,478  100,093       
Adjustments to segment operating income:          
Restructuring, acquisition and integration-related and other costs  29,614  4,412       
Acquisitions purchase accounting, including inventory step-up  -  1,164       
Adjusted segment operating income $59,092  105,669       
           
           
           
Reconciliation of Segment Operating (Loss) to Adjusted Segment Operating (Loss)      
(Amounts in thousands)          
  Three Months Ended      
Corporate and intersegment eliminations June 27, 2020 June 29, 2019      
Operating (loss) $(11,143)  (12,316)       
Adjustments to segment operating (loss):          
Restructuring, acquisition and integration-related and other costs  1,249  519       
Adjusted segment operating (loss) $(9,894)  (11,797)       
           
           
Reconciliation of Earnings (Loss) Including Noncontrolling Interests Before Income Taxes to Adjusted Earnings Including Noncontrolling Interests Before Income Taxes
       
(Amounts in thousands)          
  Three Months Ended      
  June 27, 2020 June 29, 2019      
Earnings (loss) before income taxes $(74,951)  259,387       
Noncontrolling interests  331  (213)       
Adjustments to earnings including noncontrolling interests before income taxes:          
Restructuring, acquisition and integration-related and other costs  100,359  8,840       
Acquisitions purchase accounting, including inventory step-up  -  1,164       
Release of indemnification asset  (23)  -       
Adjusted earnings including noncontrolling interests before income taxes $25,716  269,178       
           
           
           
           
Reconciliation of Income Tax Expense (Benefit) to Adjusted Income Tax Expense (Benefit)      
(Amounts in thousands)          
  Three Months Ended      
  June 27, 2020 June 29, 2019      
Income tax expense (benefit) $(26,363)  56,733       
Income taxes - reversal of uncertain tax position  (23)  -       
Income tax effect of adjusting items  25,746  2,701       
Adjusted income tax expense (benefit) $(640)  59,434       
           
Adjusted income tax rate  (2.5)%  22.1%       
           
 
 
 
The Company supplements its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, with certain non-GAAP financial measures. As required by the Securities and Exchange Commission rules, the tables above present a reconciliation of the Company's non-GAAP financial measures to the most directly comparable US GAAP measure. Each of the non-GAAP measures set forth above should be considered in addition to the comparable US GAAP measure, and may not be comparable to similarly titled measures reported by other companies. The Company believes these non-GAAP measures, when reconciled to the corresponding US GAAP measure, help its investors as follows: Non-GAAP revenue measures that assist in identifying growth trends and in comparisons of revenue with prior and future periods and non-GAAP profitability measures that assist in understanding the long-term profitability trends of the Company's business and in comparisons of its profits with prior and future periods.
 
The Company excludes certain items from its non-GAAP revenue measures because these items can vary dramatically between periods and can obscure underlying business trends. Items excluded from the Company's non-GAAP revenue measures include: foreign currency transactions and translation and the impact of acquisitions.
 
The Company excludes certain items from its non-GAAP profitability measures because these items may not be indicative of, or are unrelated to, the Company's core operating performance. Items excluded from the Company's non-GAAP profitability measures include: restructuring, acquisition and integration-related and other costs, acquisition purchase accounting, including inventory step-up, release of indemnification assets and the reversal of uncertain tax positions.

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