UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 28, ~~2019~~2020



☐	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 01-13697

__________________________________________

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Delaware			52-1604305
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

160 S. Industrial Blvd.	Calhoun	Georgia	30701
(Address of principal executive offices)			(Zip Code)

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

Former name, former address and former fiscal year, if changed since last report:

__________________________________________

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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Securities Registered Pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	MHK	New York Stock Exchange
Floating Rate Notes due 2020		New York Stock Exchange
Floating Rate Notes due 2021		New York Stock Exchange
2.000% Senior Notes due 2022		New York Stock Exchange

The number of shares outstanding of the issuer’s common stock as of ~~October 30, 2019,~~May 1, 2020, the latest practicable date, is as follows: ~~71,622,235~~71,184,454 shares of common stock, $.01 par value.

MOHAWK INDUSTRIES, INC.

INDEX



		Page No
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of ~~September~~March 28, ~~2019~~2020 and December 31, ~~2018~~2019	3

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018~~March 30, 2019	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018~~March 30, 2019	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018~~March 30, 2019	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3833

Item 4.	Controls and Procedures	3833

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	3934

Item 1A.	Risk Factors	4035

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4036

Item 3.	Defaults Upon Senior Securities	4036

Item 4.	Mine Safety Disclosures	4036

Item 5.	Other Information	4036

Item 6.	Exhibits	4138

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data) (Unaudited)


	September 28, 2019		December 31, 2018	March 28, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	111,303	119,050	$	263,086	134,785
Receivables, net	1,787,158		1,606,159	1,644,750		1,526,619
Inventories	2,337,952		2,287,615	2,195,434		2,282,328
Prepaid expenses	425,595		421,553	419,099		415,546
Other current assets	65,772		74,919	90,662		70,179
Total current assets	4,727,780		4,509,296	4,613,031		4,429,457
Property, plant and equipment	8,357,331		8,227,074	8,267,565		8,496,008
Less: accumulated depreciation	3,756,701		3,527,172	3,794,652		3,797,091
Property, plant and equipment, net	4,600,630		4,699,902	4,472,913		4,698,917
Right of use operating lease assets	334,083		—	331,329		323,003
Goodwill	2,519,214		2,520,966	2,519,979		2,570,027
Tradenames	689,788		707,380	678,903		702,732
Other intangible assets subject to amortization, net	227,165		254,430	225,120		226,147
Deferred income taxes and other non-current assets	294,102		407,149	415,667		436,397
	$	13,392,762	13,099,123	$	13,256,942	13,386,680


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	1,273,158		1,742,373		$	1,210,525		1,051,498
Accounts payable and accrued expenses	1,738,859			1,523,866		1,554,085			1,559,140
Current operating lease liabilities	102,682			—		106,673			101,945
Total current liabilities	3,114,699			3,266,239		2,871,283			2,712,583
Deferred income taxes	434,912			413,740		480,035			473,886
Long-term debt, less current portion	1,483,581			1,515,601		1,514,000			1,518,388
Non-current operating lease liabilities	238,560			—		238,830			228,155
Other long-term liabilities	355,731			463,484		305,151			327,220
Total liabilities	5,627,483			5,659,064		5,409,299			5,260,232
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $.01 par value; 60 shares authorized; no shares issued	—			—		—			—
Common stock, $.01 par value; 150,000 shares authorized; 79,193 and 79,656 shares issued in 2019 and 2018, respectively	792			797
Common stock, $.01 par value; 150,000 shares authorized; 78,531 and 78,980 shares issued in 2020 and 2019, respectively						785			790
Additional paid-in capital	1,864,899			1,852,173		1,870,003			1,868,250
Retained earnings	6,991,076			6,588,197		7,274,085			7,232,337
Accumulated other comprehensive loss	(882,287		)	(791,608	)	(1,087,852		)	(765,824	)
	7,974,480			7,649,559		8,057,021			8,335,553
Less: treasury stock at cost; 7,348 and 7,349 shares in 2019 and 2018, respectively	215,712			215,745
Less: treasury stock at cost; 7,346 and 7,348 shares in 2020 and 2019, respectively						215,653			215,712
Total Mohawk Industries, Inc. stockholders’ equity	7,758,768			7,433,814		7,841,368			8,119,841
Nonredeemable noncontrolling interest	6,511			6,245		6,275			6,607
Total stockholders’ equity	7,765,279			7,440,059		7,847,643			8,126,448
	$	13,392,762		13,099,123		$	13,256,942		13,386,680

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended			Nine Months Ended		Three Months Ended
	September 28, 2019		September 29, 2018	September 28, 2019	September 29, 2018	March 28, 2020			March 30, 2019
Net sales	$	2,519,185	2,545,800	7,546,160	7,535,016	$	2,285,763		2,442,490
Cost of sales	1,827,494		1,825,367	5,492,924	5,343,336	1,669,323			1,817,563
Gross profit	691,691		720,433	2,053,236	2,191,680	616,440			624,927
Selling, general and administrative expenses	451,471		433,189	1,380,826	1,309,730	464,957			459,597
Operating income	240,220		287,244	672,410	881,950	151,483			165,330
Interest expense	9,316		9,025	30,310	24,416	8,671			10,473
Other expense, net	52,713		706	45,929	6,794
Other expense (income), net						5,679			(3,736	)
Earnings before income taxes	178,191		277,513	596,171	850,740	137,133			158,593
Income tax expense	22,522		49,487	116,273	215,928	26,668			37,018
Net earnings including noncontrolling interests	155,669		228,026	479,898	634,812	110,465			121,575
Net income attributable to noncontrolling interests	151		1,013	354	2,447
Net income (loss) attributable to noncontrolling interests						(49		)	(10	)
Net earnings attributable to Mohawk Industries, Inc.	$	155,518	227,013	479,544	632,365	$	110,514		121,585

Basic earnings per share attributable to Mohawk Industries, Inc.
Basic earnings per share attributable to Mohawk Industries, Inc.	$	2.16	3.03	6.63	8.46	$	1.54		1.68
Weighted-average common shares outstanding—basic	72,106		74,603	72,302	74,599	71,547			72,342

Diluted earnings per share attributable to Mohawk Industries, Inc.
Diluted earnings per share attributable to Mohawk Industries, Inc.	$	2.15	3.02	6.61	8.42	$	1.54		1.67
Weighted-average common shares outstanding—diluted	72,392		74,945	72,578	74,977	71,777			72,646

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended					Nine Months Ended				Three Months Ended
	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018		March 28, 2020			March 30, 2019
Net earnings including noncontrolling interests	$	155,669		228,026		479,898		634,812		$	110,465		121,575
Other comprehensive income (loss):
Foreign currency translation adjustments	(150,139		)	(33,671	)	(91,050	)	(147,628	)	(322,411		)	13,962
Pension prior service cost and actuarial gain (loss), net of tax	216			68		283		291
Pension prior service cost and actuarial gain, net of tax										101			108
Other comprehensive income (loss)	(149,923		)	(33,603	)	(90,767	)	(147,337	)	(322,310		)	14,070
Comprehensive income	5,746			194,423		389,131		487,475
Comprehensive income (loss) attributable to noncontrolling interests	(7		)	656		266		962
Comprehensive income attributable to Mohawk Industries, Inc.	$	5,753		193,767		388,865		486,513
Comprehensive income (loss)										(211,845		)	135,645
Comprehensive (loss) attributable to noncontrolling interests										(332		)	(1	)
Comprehensive income (loss) attributable to Mohawk Industries, Inc.										$	(211,513	)	135,646

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended					Three Months Ended
	September 28, 2019			September 29, 2018		March 28, 2020			March 30, 2019
Cash flows from operating activities:
Net earnings	$	479,898		634,812		$	110,465		121,575
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Restructuring	45,533			42,791		11,709			32,937
Depreciation and amortization	422,693			382,673		145,516			137,291
Deferred income taxes	9,303			75,694		3,481			9,903
(Gain) loss on disposal of property, plant and equipment	1,571			(1,253	)
Loss on disposal of property, plant and equipment						901			1,164
Stock-based compensation expense	17,228			26,697		5,041			5,789
Impairment of net investment in a manufacturer and distributor of ceramic tile in China	65,172			—
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables, net	(203,447		)	(180,830	)	(168,740		)	(142,518	)
Inventories	(60,477		)	(209,815	)	24,284			(39,409	)
Other assets and prepaid expenses	(38,942		)	(68,122	)	(26,573		)	(2,474	)
Accounts payable and accrued expenses	250,637			190,090		66,175			71,199
Other liabilities	(11,083		)	1,748		22,715			(25,320	)
Net cash provided by operating activities	978,086			894,485		194,974			170,137
Cash flows from investing activities:
Additions to property, plant and equipment	(405,614		)	(642,949	)	(115,632		)	(136,948	)
Acquisitions, net of cash acquired	(76,847		)	(425,304	)	—			(76,847	)
Purchases of short-term investments	(451,000		)	(526,096	)	(183,300		)	(154,000	)
Redemption of short-term investments	459,000			566,000		165,500			156,000
Net cash used in investing activities	(474,461		)	(1,028,349	)	(133,432		)	(211,795	)
Cash flows from financing activities:
Payments on Senior Credit Facilities	(465,811		)	(600,926	)	(65,661		)	(132,030	)
Proceeds from Senior Credit Facilities	419,957			554,408		613,448			94,539
Payments on Commercial Paper	(11,919,636		)	(12,119,516	)	(3,644,139		)	(3,815,406	)
Proceeds from Commercial Paper	11,540,489			11,976,223		3,259,341			3,895,455
Proceeds from Floating Rate Notes	331,325			353,648
Payments on Floating Rate Notes	(331,325		)	—
Proceeds from other debt	7,355			—
Debt issuance costs	(757		)	(864	)
Payments of other debt and financing costs						(808		)	(125	)
Purchase of Mohawk common stock	(76,671		)	—		(68,640		)	—
Change in outstanding checks in excess of cash	(10,523		)	(2,242	)	(2,945		)	(10,965	)
Shares redeemed for taxes	(4,711		)	(9,188	)	(3,396		)	(4,669	)
Proceeds from stock transactions	1			2		1			1
Net cash (used in) provided by financing activities	(510,307		)	151,545		87,201			26,800
Effect of exchange rate changes on cash and cash equivalents	(1,065		)	(11,214	)	(20,442		)	1,476
Net change in cash and cash equivalents	(7,747		)	6,467		128,301			(13,382	)
Cash and cash equivalents, beginning of period	119,050			84,884		134,785			119,050
Cash and cash equivalents, end of period	$	111,303		91,351		$	263,086		105,668

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

1. General

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Mohawk,” or “the Company” as used in this Form 10-Q refer to Mohawk Industries, Inc.

Interim Reporting

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto, and the Company’s description of critical accounting policies, included in the Company’s ~~2018~~2019 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. Results for interim periods are not necessarily indicative of the results for the year.

Hedges of Net Investments in Non-U.S. Operations

The Company has numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. The Company uses foreign currency denominated debt to hedge its non-U.S. net investments against adverse movements in exchange rates. The gains and losses on the Company’s net investments in its non-U.S. operations are economically offset by losses and gains on its foreign currency borrowings. The Company designated its €500,000 2.00% Senior Notes borrowing as a net investment hedge of a portion of its European operations. For the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018,~~March 30, 2019, the change in the U.S. dollar value of the Company’s euro denominated debt was a decrease of ~~$25,102~~$3,182 ($~~19,067~~2,417 net of taxes) and a decrease of ~~$19,848~~$11,233 ($~~14,223~~8,532 net of taxes), respectively, which is recorded in the foreign currency translation adjustment component of accumulated other comprehensive income or (loss). The change in the U.S. dollar value of the Company’s debt partially offsets the euro-to-dollar translation of the Company’s net investment in its European operations.

Recent Accounting Pronouncements - Recently Adopted

In ~~February~~June 2016, the FASB issues ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was further amended by additional accounting standards updates issued by the FASB. The new standard replaced the incurred loss impairment methodology for recognizing credit losses with a new ~~standard ASU 2016-02,~~ ~~Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842,~~ ~~Leases). ASC 842 was issued to increase transparency and comparability among organizations by requiring the~~methodology that requires recognition of ~~right~~lifetime expected credit losses when a financial asset is originated or purchased, even if the risk of ~~use (“ROU”~~loss is remote. The new methodology (referred to as the current expected credit losses model, or "CECL") applies to most financial assets measured at amortized cost, including trade receivables, and ~~lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition~~requires consideration of ~~ROU assets~~a broader range of reasonable and ~~lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required~~supportable information to ~~meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.~~estimate expected credit losses. The Company adopted the ~~provisions of ASC 842~~new standard on January 1, ~~2019~~2020 using a modified retrospective transition approach, ~~through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line~~ with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

~~The adoption of ASC 842 had a material~~cumulative impact on the Company’s condensed consolidated balance sheets, but did not have a material impact on our condensed consolidated statements of operations or cashflow. The most significant impact was the recognition of ROU assets of $328,169 and lease liabilities for operating leases of $332,286 at January 1, 2019, based on the present value of the future minimum rental payments for existing operating leases. The difference in the balances is due to deferred rent, tenant incentive allowances and prepaid amounts taken into account for adoption. Our accounting for finance leases remained substantially unchanged, See Note 10 - Leases.

~~On January 1, 2019, the Company adopted the new accounting standard, ASU 2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~. The standard permits entities to reclassify, to retained earnings, the one-time income tax effects stranded in accumulated other comprehensive income arising from the change in the U.S. federal corporate tax rate as a result of the Tax Cuts and Jobs Act of 2017. The effect of adopting the new standard was not material.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~On January 1, 2018, the Company adopted the new accounting standard, ASC 606,~~ ~~Revenue from Contracts with Customers~~ and all the related amendments (“ASC 606”) and applied the provisions of the standard to all contracts using the modified retrospective method. The cumulative effect of adopting the new revenue standard wasbeing immaterial ~~and no adjustment has been recorded~~ to the ~~opening balance of retained earnings. Prior year information has not been restated and continues to be reported under the accounting standards in effect for those periods.~~

Substantially all of the Company’s revenue continues to be recognized at a point in time when the product is either shipped or received from the Company’s facilities and control of the product is transferred to the customer. The Company reviewed all of its revenue product categories under ASC 606 and the only changes identified were that an immaterial amount of revenue from intellectual property (“IP”) contracts results in earlier recognition of revenue, new controls and processes designed to meet the requirements of the standard were implemented, and the required new disclosures are presented in~~Note 3, Revenue from Contracts with Customers. The adoption of ASC 606 did not have a material impact on the amounts reported in the Company’s consolidated~~ financial ~~position, results of operations or cash flows.~~statements.

~~On January 1, 2018, the Company adopted the new accounting standard, ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.~~ ~~The effect of adopting the new standard was not material.~~

~~On January 1, 2018, the Company adopted the new accounting standard, ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ ~~The effect of adopting the new standard was not material.~~

~~Recent Accounting Pronouncements - Effective in Future Years~~

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and other (Topic 350): Simplifying the test for goodwill impairment. The amendments remove the second step of the current goodwill impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019. ~~Currently, the Company is assessing the impact~~The effect of adopting the new ~~guidance. The Company does~~standard was not ~~expect the adoption of the guidance to have a significant impact on its financial statements.~~material.

Recent Accounting Pronouncements - Effective in Future Years

In ~~June 2016,~~December 2019, the FASB issued ASU ~~2016-13,~~2019-12, ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~Simplifying the Accounting for Income Taxes which simplified the accounting for income taxes in several areas by removing certain exceptions and ~~in November 2018 issued ASU 2018-19, which amended the standard.~~by clarifying and amending existing guidance applicable to accounting for income taxes. The standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures. This standardamendment is effective ~~for the Company on January 1, 2020. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period~~commencing in ~~which the guidance is adopted. Currently, the~~2021 with early adoption permitted. The Company is ~~assessing~~currently evaluating the impact ~~of the new guidance. The Company does not expect~~that the adoption of ~~the guidance to~~this accounting standards update will have ~~a significant impact~~ on its consolidated financial statements.

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Acquisitions

2019 Acquisitions

~~On January 31,~~During 2019, the Company acquired a2 hard surface flooring distribution ~~company~~companies based in the Netherlands and Czech Republic for ~~$72,001,~~$76,237, resulting in a preliminary goodwill allocation of ~~$45,931.~~$38,366 and intangible assets subject to amortization of $12,789. The results have been included in the Flooring ~~Rest of the World (“Flooring ROW”)~~ROW segment and are not material to the Company’s consolidated results of operations.

2018 Acquisitions

On November 16, 2018, the Company completed its purchase of Eliane S/A Revestimentos Ceramicos (“Eliane”), one of the largest ceramic tile companies in Brazil. Pursuant to the purchase agreement, the Company (i) acquired the entire issued share capital of Eliane and (ii) acquired $99,037 of net indebtedness of Eliane, with total cash consideration paid of ~~$148,741.~~$148,302. The Company’s acquisition of Eliane resulted in allocations of goodwill of ~~$18,062,~~$33,019, indefinite-lived tradename intangible assets of $32,238 and intangible assets subject to amortization of $5,818. The majority of the goodwill is ~~expected to be~~ deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill include product, sales and manufacturing synergies. Eliane’s results of operations have been included in the consolidated financial statements since the date of acquisition in the Global Ceramic reporting segment.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

On July 2, 2018, the Company completed its acquisition of Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending Mohawk’s global position. The total value of the acquisition was $400,894. The Company’s acquisition of Godfrey Hirst Group resulted in allocations of goodwill of $88,655, indefinite-lived tradename intangible assets of $58,671 and intangible assets subject to amortization of $43,635. The goodwill is deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill include product, sales and manufacturing synergies. The Godfrey Hirst Group’s results have been included in the condensed consolidated financial statements since the date of acquisition in the Flooring NA and Flooring ROW segments.

During the first quarter of 2018, the Company completed the acquisition of 3 businesses in the Flooring ROW segment for $24,610, resulting in a goodwill allocation of $12,874 and intangibles subject to amortization of $7.

~~2017 Acquisitions~~

On April 4, 2017, the Company completed its purchase of Emilceramica S.r.l (“Emil”), a ceramic company in Italy. The total value of the acquisition was $186,099. The Emil acquisition will enhance the Company’s cost position and strengthen its combined brand and distribution in Europe. The acquisition’s results and purchase price allocation have been included in the condensed consolidated financial statements since the date of the acquisition. The Company’s acquisition of Emil resulted in a goodwill allocation of $59,491, indefinite-lived tradename intangible asset of $16,196 and an intangible asset subject to amortization of $2,348. The goodwill was not directly deductible for tax purposes. The Emil results are reflected in the Global Ceramic segment and the results of Emil’s operations are not material to the Company’s consolidated results of operations.

During the second quarter of 2017, the Company completed the acquisition of 2 businesses in the Global Ceramic segment for $37,250, resulting in a goodwill allocation of $1,002. The Company also completed the acquisition of a business in the Flooring NA segment for $26,623.

~~During the first quarter of 2017, the Company acquired certain assets of a distribution business in the Flooring ROW segment for $1,407, resulting in intangible assets subject to amortization of $827.~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Revenue from Contracts with Customers

Revenue recognition and accounts receivable

The Company recognizes revenues when it satisfies performance obligations as evidenced by the transfer of control of the promised goods to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The nature of the promised goods are ceramic, stone, carpet, resilient, laminate, wood and other flooring products. Payment is typically received 90 days or less from the invoice date. The Company adjusts the amounts of revenue for expected cash discounts, sales allowances, returns, and claims, based upon historical experience. The Company adjusts accounts receivable for doubtful account allowances based upon relevant information about past events, including historical ~~bad debt, claims~~ experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount, periodic evaluation of specific customer accounts, and the aging of accounts receivable. If the Company expects the financial condition of the Company’s customers ~~were~~ to deteriorate ~~resulting in an impairment of their ability to make payments,~~based on current conditions or reasonable and supportable forecasts, additional allowances may be required.

Contract liabilities

The Company historically records contract liabilities when it receives payment prior to fulfilling a performance obligation. Contract liabilities related to revenues are recorded in accounts payable and accrued expenses on the accompanying condensed consolidating balance sheets. The Company had contract liabilities of ~~$39,284~~$29,268 and ~~$34,486~~$34,959 as of ~~September~~March 28, ~~2019~~2020 and ~~January 1,~~December 31, 2019, respectively.

Performance obligations

Substantially all of the Company’s revenue is recognized at a point in time when the product is either shipped or received from the Company’s facilities and control of the product is transferred to the customer. Accordingly, in any period, the Company does not recognize a significant amount of revenue from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenue recognized during the three ~~and nine~~ months ended ~~September~~March 28, ~~2019~~2020 was immaterial.

Costs to obtain a contract

The Company historically incurs certain incremental costs to obtain revenue contracts. These costs relate to marketing display structures and are capitalized when the amortization period is greater than one year, with the amount recorded in other assets on the accompanying condensed consolidated balance sheets. Capitalized costs to obtain contracts were ~~$54,900~~$66,965 and ~~$57,840~~$69,039 as of ~~September~~March 28, ~~2019~~2020 and ~~January 1,~~December 31, 2019, respectively. Amortization expense recognized during the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 related to these capitalized costs was ~~$41,889.~~$15,540.

Practical expedients and policy elections

The Company elected the following practical expedients and policy elections:

Incremental costs of obtaining a contract is recorded as an expense when incurred in selling, general and administrative expenses if the amortization period is less than one year.

Shipping and handling activities performed after control has been transferred is accounted for as a fulfillment cost in cost of sales.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue disaggregation

The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the three months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018:~~March 30, 2019:


September 28, 2019	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
March 28, 2020						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	537,247	963,784	475	1,501,506	$	505,105	810,448	707	1,316,260
Europe	168,032		1,901	424,230	594,163	169,536		2,636	440,495	612,667
Russia	77,024		15	32,614	109,653	59,807		—	26,326	86,133
Other	134,119		36,208	143,536	313,863	114,002		35,246	121,455	270,703
	$	916,422	1,001,908	600,855	2,519,185	$	848,450	848,330	588,983	2,285,763

Product Categories
Ceramic & Stone	$	916,422	13,570	—	929,992	$	848,450	10,365	—	858,815
Carpet & Resilient	—		816,190	193,941	1,010,131	—		683,713	191,295	875,008
Laminate & Wood	—		172,148	204,241	376,389	—		154,252	198,810	353,062
Other ⁽¹⁾	—		—	202,673	202,673	—		—	198,878	198,878
	$	916,422	1,001,908	600,855	2,519,185	$	848,450	848,330	588,983	2,285,763


September 29, 2018	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
March 30, 2019						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	565,616	998,488	421	1,564,525	$	541,826	883,242	68	1,425,136
Europe	175,026		1,217	438,585	614,828	179,310		1,837	469,916	651,063
Russia	68,113		—	27,435	95,548	51,915		29	23,615	75,559
Other	77,018		47,835	146,046	270,899	125,301		36,872	128,559	290,732
	$	885,773	1,047,540	612,487	2,545,800	$	898,352	921,980	622,158	2,442,490

Product Categories
Ceramic & Stone	$	885,773	16,779	—	902,552	$	898,352	14,443	—	912,795
Carpet & Resilient	—		851,970	192,001	1,043,971	—		735,424	190,929	926,353
Laminate & Wood	—		178,791	200,499	379,290	—		172,113	210,201	382,314
Other ⁽¹⁾	—		—	219,987	219,987	—		—	221,028	221,028
	$	885,773	1,047,540	612,487	2,545,800	$	898,352	921,980	622,158	2,442,490

⁽¹⁾ Other includes roofing elements, insulation boards, chipboards and IP contracts.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the nine months ended September 28, 2019 and September 29, 2018:

September 28, 2019 Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets
United States $ 1,633,583
2,793,110
1,252
4,427,945
Europe 552,546
5,902
1,369,908
1,928,356
Russia 196,731
66
83,315
280,112
Other 389,945
108,249
411,553
909,747
$ 2,772,805
2,907,327
1,866,028
7,546,160

Product Categories
Ceramic & Stone $ 2,772,805
41,928
—
2,814,733
Carpet & Resilient —
2,360,014
586,388
2,946,402
Laminate & Wood —
505,385
629,500
1,134,885
Other ⁽¹⁾
—
—
650,140
650,140
$ 2,772,805
2,907,327
1,866,028
7,546,160

September 29, 2018 Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets
United States $ 1,700,338
2,920,604
421
4,621,363
Europe 573,932
4,737
1,424,113
2,002,782
Russia 183,244
—
73,417
256,661
Other 234,104
130,127
289,979
654,210
$ 2,691,618
3,055,468
1,787,930
7,535,016

Product Categories
Ceramic & Stone $ 2,691,618
52,500
—
2,744,118
Carpet & Resilient —
2,466,695
453,597
2,920,292
Laminate & Wood —
536,273
643,389
1,179,662
Other ⁽¹⁾
—
—
690,944
690,944
$ 2,691,618
3,055,468
1,787,930
7,535,016

⁽¹⁾ ~~Other includes roofing elements, insulation boards, chipboards and IP contracts.~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. Restructuring, acquisition and integration-related costs

The Company incurs costs in connection with acquiring, integrating and restructuring acquisitions and in connection with its global cost-reduction/productivity initiatives. For example:

In connection with acquisition activity, the Company typically incurs costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and

In connection with the Company’s cost-reduction/productivity initiatives, it typically incurs costs and charges associated with site closings and other facility rationalization actions and workforce reductions.

Restructuring, acquisition transaction and integration-related costs consisted of the following during the three ~~and nine~~ months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018:~~March 30, 2019:


	Three Months Ended			Nine Months Ended		Three Months Ended
	September 28, 2019		September 29, 2018	September 28, 2019	September 29, 2018	March 28, 2020			March 30, 2019
Cost of sales
Restructuring costs⁽¹⁾	$	7,284	10,004	43,197	33,425	$	11,172		31,535
Acquisition integration-related costs	180		198	2,736	3,293	610			1,067
Restructuring and acquisition integration-related costs	$	7,464	10,202	45,933	36,718	$	11,782		32,602

Selling, general and administrative expenses
Restructuring costs ⁽¹⁾	$	491	1,476	2,336	9,366	$	537		1,402
Acquisition transaction-related costs	413		3,032	1,330	3,095	(216		)	280
Acquisition integration-related costs	1,147		5,180	4,554	8,857	575			1,419
Restructuring, acquisition transaction and integration-related costs	$	2,051	9,688	8,220	21,318	$	896		3,101

(1) The restructuring costs for ~~2019~~2020 and ~~2018~~2019 primarily relate to the Company’s actions taken to lower its cost structure and improve efficiencies of manufacturing and distribution operations as well as actions related to the Company’s recent acquisitions.

The restructuring activity for the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 is as follows:


	Lease impairments			Asset write-downs		Severance		Other restructuring costs		Total		Lease impairments			Asset write-downs		Severance		Other restructuring costs		Total
Balance as of December 31, 2018	$	397		—		7,866		250		8,513
Provision - Global Ceramic segment	—			—		4,879		—		4,879
Balance as of December 31, 2019												$	21		—		4,122		116		4,259
Provision - Flooring NA segment	—			21,791		1,168		12,087		35,046		—			2,833		—		5,936		8,769
Provision - Flooring ROW segment	—			2,515		2,367		726		5,608		—			1,605		281		993		2,879
Provision - Corporate												—			—		61		—		61
Cash payments	(361		)	—		(11,715	)	(12,702	)	(24,778	)	(8		)	—		(2,010	)	(3,757	)	(5,775	)
Non-cash items	—			(24,306	)	(130	)	(111	)	(24,547	)	—			(4,438	)	(144	)	(3,140	)	(7,722	)
Balance as of September 28, 2019	$	36		—		4,435		250		4,721
Balance as of March 28, 2020												$	13		—		2,310		148		2,471

The Company expects the remaining severance and other restructuring costs to be paid over the next 12 months.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. Receivables, net

Receivables, net are as follows:


	At September 28, 2019		At December 31, 2018	At March 28, 2020		At December 31, 2019
Customers, trade	$	1,763,435	1,562,284	$	1,611,525	1,491,592
Income tax receivable	15,781		17,217	9,098		8,428
Other	78,399		101,376	88,872		88,520
	1,857,615		1,680,877	1,709,495		1,588,540
Less: allowance for discounts, claims and doubtful accounts(1)	70,457		74,718	64,745		61,921
Receivables, net	$	1,787,158	1,606,159	$	1,644,750	1,526,619

⁽¹⁾The Company adopted the new standard, ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, on January 1, 2020 using a modified retrospective transition approach, with the cumulative impact being immaterial to the financial statements.

6. Inventories

The components of inventories are as follows:


	At September 28, 2019		At December 31, 2018	At March 28, 2020		At December 31, 2019
Finished goods	$	1,637,525	1,582,112	$	1,560,769	1,610,742
Work in process	150,089		165,616	136,581		144,639
Raw materials	550,338		539,887	498,084		526,947
Total inventories	$	2,337,952	2,287,615	$	2,195,434	2,282,328

7. Goodwill and intangible assets

The components of goodwill and other intangible assets are as follows:

Goodwill:


	Global Ceramic segment			Flooring NA segment		Flooring ROW segment		Total		Global Ceramic segment			Flooring NA segment		Flooring ROW segment		Total
Balance as of December 31, 2018
Balance as of December 31, 2019
Goodwill	$	1,564,987		874,198		1,409,206		3,848,391		$	1,583,576		874,198		1,439,678		3,897,452
Accumulated impairment losses	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)
	1,033,057			531,144		956,765		2,520,966		1,051,646			531,144		987,237		2,570,027

Goodwill recognized during the period	(1,758		)	—		47,543		45,785		—			—		(9,642	)	(9,642	)
Currency translation during the period	(2,740		)	—		(44,797	)	(47,537	)	(23,930		)	—		(16,476	)	(40,406	)

Balance as of September 28, 2019
Balance as of March 28, 2020
Goodwill	1,560,489			874,198		1,411,952		3,846,639		1,559,646			874,198		1,413,560		3,847,404
Accumulated impairment losses	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)
	$	1,028,559		531,144		959,511		2,519,214		$	1,027,716		531,144		961,119		2,519,979

~~Intangible assets not subject to amortization:~~

Tradenames
Balance as of December 31, 2018 $ 707,380
Intangible assets acquired during the period (874 )
Currency translation during the period (16,718 )
Balance as of September 28, 2019 $ 689,788

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Intangible assets not subject to amortization:



	Tradenames
Balance as of December 31, 2019	$	702,732
Currency translation during the period	(23,829		)
Balance as of March 28, 2020	$	678,903

Intangible assets subject to amortization:


Gross carrying amounts:	Customer relationships			Patents		Other		Total		Customer relationships			Patents		Other		Total
Balance as of December 31, 2018	$	651,012		254,483		6,535		912,030
Balance as of December 31, 2019										$	645,206		249,100		6,631		900,937
Intangible assets recognized during the period	2,092			—		—		2,092		12,789			—		—		12,789
Currency translation during the period	(20,143		)	(11,213	)	(173	)	(31,529	)	(9,387		)	(1,471	)	(204	)	(11,062	)
Balance as of September 28, 2019	$	632,961		243,270		6,362		882,593
Balance as of March 28, 2020										$	648,608		247,629		6,427		902,664

Accumulated amortization:	Customer relationships			Patents		Other		Total		Customer relationships			Patents		Other		Total
Balance as of December 31, 2018	$	406,386		249,988		1,227		657,601
Balance as of December 31, 2019										$	426,765		246,872		1,153		674,790
Amortization during the period	19,027			1,606		(37	)	20,596		6,324			510		42		6,876
Currency translation during the period	(11,722		)	(11,028	)	(19	)	(22,769	)	(2,670		)	(1,445	)	(7	)	(4,122	)
Balance as of September 28, 2019	$	413,691		240,566		1,171		655,428
Balance as of March 28, 2020										$	430,419		245,937		1,188		677,544

Intangible assets subject to amortization, net	$	219,270		2,704		5,191		227,165		$	218,189		1,692		5,239		225,120

Three Months Ended Nine Months Ended
September 28,
2019 September 29,
2018 September 28,
2019 September 29,
2018
Amortization expense $ 6,912
8,148
20,596
23,198

Mohawk performs its annual testing of goodwill and indefinite lived intangibles in the fourth quarter of each year and no impairment was indicated for 2019. In 2019 the Company also concluded that in general, a decline in estimated after tax cash flows greater than approximately 19% to 39% or an increase of approximately 15% to 45% in WACC or a significant or prolonged decline in market capitalization could result in an additional indication of impairment.

As a result of the recent economic impact from COVID-19, the Company performed a qualitative assessment of whether the fair value of any of its reporting units or indefinite-lived intangible assets was more likely than not less than its carrying amount at March 28, 2020. The Company concluded neither goodwill nor any of its indefinite-lived intangible assets were impaired at March 28, 2020. However, while we have concluded that neither goodwill nor any of its indefinite-lived intangible assets were impaired during the quarter ended March 28, 2020, a prolonged pandemic could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an impairment. Hence, the Company continues to monitor the economic impact of COVID-19 and may be required to reassess impairment of goodwill or indefinite-lived intangible assets in future interim periods.

8. Accounts payable and accrued expenses

Accounts payable and accrued expenses are as follows:


	At September 28, 2019		At December 31, 2018	At March 28, 2020		At December 31, 2019
Outstanding checks in excess of cash	$	4,064	14,624	$	6,981	9,924
Accounts payable, trade	964,098		811,879	899,178		824,956
Accrued expenses	490,094		430,431	409,445		461,035
Product warranties	46,984		47,511	51,983		49,184
Accrued interest	12,293		21,908	6,856		21,050
Accrued compensation and benefits	221,326		197,513	179,642		192,991
Total accounts payable and accrued expenses	$	1,738,859	1,523,866	$	1,554,085	1,559,140

9. Accumulated other comprehensive income (loss)

The changes in accumulated other comprehensive income (loss) by component, for the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 are as follows:

Foreign currency translation adjustments Pensions, net of tax Total
Balance as of December 31, 2018 $ (782,102 ) (9,506 ) (791,608 )
Current period other comprehensive income (90,962 ) 283
(90,679 )
Balance as of September 28, 2019 $ (873,064 ) (9,223 ) (882,287 )



	Foreign currency translation adjustments			Pensions, net of tax		Total
Balance as of December 31, 2019	$	(753,108	)	(12,716	)	(765,824	)
Current period other comprehensive income (loss)	(322,129		)	101		(322,028	)
Balance as of March 28, 2020	$	(1,075,237	)	(12,615	)	(1,087,852	)

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10. Leases

Effective January 1, 2019 the Company adopted ASC 842, which requires recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet, based on the present value of the future minimum rental payments for existing operating leases. The Company adopted the provisions of ASC 842 on January 1, 2019 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

The Company measures the ROU assets and liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The ROU assets are adjusted for any initial direct costs incurred less any lease incentives received, in addition to payments made on or before the commencement date of the lease. The Company recognizes lease expense for leases on a straight-line basis over the lease term.

As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company’s credit spread adjusted for current market factors and foreign currency rates. The Company also made a policy election to determine its incremental borrowing rate, at the initial application date, using the total lease term and the total minimum rental payments, as the Company believes this rate is more indicative of the implied financing cost.

The Company determines if a contract is or contains a lease at inception. The Company has operating and finance leases for service centers, warehouses, showrooms, and machinery and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company enters into lease contracts ranging from 1 to 60 years with a majority of the Company’s lease terms ranging from 1 to 8 years.

Some leases include one or more options to renew, with renewal terms that can extend the lease term from 3 to 10 years or more. The exercise of these lease renewal options is at the Company’s sole discretion. An insignificant number of our leases include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

Certain of our leases include rental payments that will adjust periodically for inflation or certain adjustments based on step increases. An insignificant number of our leases contain residual value guarantees and none of our agreements contain material restrictive covenants. Variable rent expenses consist primarily of maintenance, property taxes and charges based on usage.

We rent or sublease certain real estate to third parties. Our sublease portfolio consists mainly of operating leases.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of lease costs are as follows:


	Three Months Ended September 28, 2019							Nine Months Ended September 28, 2019						Three Months Ended March 28, 2020								Three Months Ended March 30, 2019
	Cost of Goods Sold			Selling, General and Administrative		Total		Cost of Goods Sold		Selling, General and Administrative		Total		Cost of Goods Sold			Selling, General and Administrative		Total			Cost of Goods Sold		Selling, General and Administrative		Total
Operating lease costs
Fixed	$	8,068		25,316		33,384		23,925		72,578		96,503		$	7,401		24,813		32,214			7,688		24,455		32,143
Short-term	1,092			2,640		3,732		4,083		9,126		13,209		2,641			3,805		6,446			1,439		2,909		4,348
Variable	1,475			7,053		8,528		5,846		21,601		27,447		2,269			8,126		10,395			2,278		5,200		7,478
Sub-leases	(114		)	(113	)	(227	)	(239	)	(397	)	(636	)	(97		)	(141	)	(238		)	(84	)	(133	)	(217	)
	10,521			34,896		45,417		33,615		102,908		136,523		$	12,214		36,603		48,817			11,321		32,431		43,752


														Three Months Ended March 28, 2020								Three Months Ended March 30, 2019
														Depreciation and Amortization			Interest		Total			Depreciation and Amortization		Interest		Total
Finance lease costs
Amortization of leased assets	—			404		404		—		1,228		1,228		$	1,254		—		1,254			432		—		432
Interest on lease liabilities	—			102		102		—		191		191		—			149		149			—		31		31
	—			506		506		—		1,419		1,419		$	1,254		149		1,403			432		31		463
Net lease costs	$	10,521		35,402		45,923		33,615		104,327		137,942							$	50,220						44,215

Supplemental balance sheet information related to leases is as follows:


	Classification	At September 28, 2019			Classification	At March 28, 2020			At December 31, 2019
Assets
Operating Leases
Right of use operating lease assets	Right of use operating lease assets	$	334,083		Right of use operating lease assets	$	331,329		323,003
Finance Leases
Property, plant and equipment, gross	Property, plant and equipment	14,727			Property, plant and equipment	36,797			35,271
Accumulated depreciation	Accumulated depreciation	(2,809		)	Accumulated depreciation	(6,725		)	(5,664	)
Property, plant and equipment, net	Property, plant and equipment, net	11,918			Property, plant and equipment, net	30,072			29,607
Total lease assets		$	346,001			$	361,401		352,610

Liabilities
Operating Leases
Other current	Current operating lease liabilities	$	102,682		Current operating lease liabilities	$	106,673		101,945
Non-current	Non-current operating lease liabilities	238,560			Non-current operating lease liabilities	238,830			228,155
Total operating liabilities		341,242				345,503			330,100
Finance Leases
Short-term debt	Short-term debt and current portion of long-term debt	1,351			Short-term debt and current portion of long-term debt	5,266			4,835
Long-term debt	Long-term debt, less current portion	11,319			Long-term debt, less current portion	25,611			25,214
Total finance liabilities		12,670				30,877			30,049
Total lease liabilities		$	353,912			$	376,380		360,149

1715

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Maturities of lease liabilities are as follows:


Year ending December 31,	Finance Leases		Operating Leases	Total	Finance Leases		Operating Leases	Total
2019 (excluding the nine months ended September 28, 2019)	$	432	31,316	31,748
2020	1,647		116,032	117,679
2020 (excluding the three months ended March 28, 2020)					$	4,339	89,915	94,254
2021	1,258		88,122	89,380	5,413		98,707	104,120
2022	1,022		59,951	60,973	5,062		71,624	76,686
2023	926		32,688	33,614	4,386		43,215	47,601
2024					3,109		26,043	29,152
Thereafter	8,987		42,182	51,169	11,223		42,024	53,247
Total lease payments	14,272		370,291	384,563	33,532		371,528	405,060
Less imputed interest	1,602		29,049		2,655		26,025
Present value, Total	$	12,670	341,242		$	30,877	345,503

The Company had approximately ~~$2,709~~$2,618 of leases that commenced after ~~September~~March 28, ~~2019~~2020 that created rights and obligations to the Company. These leases are not included in the above maturity schedule.

For additional information regarding the Company’s Commitments and Contingencies as of December 31, ~~2018~~2019 as disclosed for ~~capital~~finance and operating leases, see Note 1415 in its ~~2018~~2019 Annual Report filed on Form 10-K.

Lease term and discount rate are as follows:



	~~At September 28, 2019~~
~~Weighted Average Remaining Lease Term~~
~~Operating Leases~~	~~4.37~~
~~Finance Leases~~	~~12.32~~

~~Weighted Average Discount Rate~~
~~Operating Leases~~	~~3.3~~	%
~~Finance Leases~~	~~2.4~~	%



	At March 28, 2020		At March 30, 2019
Weighted Average Remaining Lease Term
Operating Leases	4.44 years		4.16 years
Finance Leases	8.08 years		8.89 years

Weighted Average Discount Rate
Operating Leases	3.2	%	3.3	%
Finance Leases	1.4	%	2.1	%

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended		Three Months Ended
	September 28, 2019		March 28, 2020		March 30, 2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	96,752	$	31,343	31,557
Operating cash flows from finance leases	123		110		31
Financing cash flows from finance leases	1,224		1,288		371
Right-of-use assets obtained in exchange for lease obligations:
Operating Leases	113,253		39,911		22,243
Finance Leases	7,636		1,531		—
Amortization:
Amortization of Right of use operating lease assets ⁽¹⁾	85,061		30,189		28,641

⁽¹⁾ Amortization of Right of use operating lease assets during the period is reflected in Other assets and prepaid expenses on the Condensed Consolidated Statements of Cash Flows.

1816

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Stock-based compensation

The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10. Compensation expense is recognized on a straight-line basis over the options’ or other awards’ estimated lives for fixed awards with ratable vesting provisions.

The Company granted 0188 restricted stock units ~~(“RSUs”~~("RSUs") at a weighted average grant-date fair value of $120.94 per unit for the three months ended ~~September~~March 28, ~~2019.~~2020. The Company granted ~~187~~169 RSUs at a weighted average grant-date fair value of ~~$137.30 per unit for the nine months ended September 28, 2019. The Company granted 3 RSUs at a weighted average grant-date fair value of $189.39~~$137.71 per unit for the three months ended ~~September 29, 2018. The Company granted 130 at a weighted average grant-date fair value of $236.82 per unit for the nine months ended September 29, 2018.~~March 30, 2019. The Company recognized stock-based compensation costs related to the issuance of RSUs of ~~$5,651~~$5,041 ($~~4,182~~3,731 net of taxes) and ~~$5,104~~$5,789 ($~~3,777~~4,283 net of taxes) for the three months ended ~~September~~March 28, ~~2019~~2020 and September 29, 2018, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. The Company recognized stock-based compensation costs related to the issuance of RSUs of $17,228 ($12,749 net of taxes) and $26,697 ($19,756 net of taxes) for the nine months ended September 28,March 30, 2019, ~~and September 29, 2018,~~ respectively, which has been allocated to cost of sales and selling, general and administrative expenses. Pre-tax unrecognized compensation expense for unvested RSUs granted to employees, net of estimated forfeitures, was ~~$20,598~~$17,815 as of ~~September~~March 28, ~~2019,~~2020, and will be recognized as expense over a weighted-average period of approximately ~~1.46~~2.27 years. The Company did not recognize any stock-based compensation costs related to stock options for the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018,~~March 30, 2019, respectively.

12. Other expense (income), net

Other expense (income), net is as follows:

Three Months Ended Nine Months Ended
September 28,
2019 September 29,
2018 September 28,
2019 September 29,
2018
Foreign currency losses (gains), net $ (1,181 ) 2,456
(203 ) 7,178
Release of indemnification asset (659 ) —
(659 ) 1,749
Impairment of net investment in a manufacturer and distributor of Ceramic tile in China⁽¹⁾
65,172
—
65,172
—
All other, net (10,619 ) (1,750 ) (18,381 ) (2,133 )
Total other expense, net $ 52,713
706
45,929
6,794



	Three Months Ended
	March 28, 2020			March 30, 2019
Foreign currency losses (gains), net	$	7,608		(1,110	)
All other, net	(1,929		)	(2,626	)
Total other expense (income), net	$	5,679		(3,736	)

⁽¹⁾ ~~During the quarter, the Company determined that its net investment in a manufacturer and distributor of ceramic tile in China was impaired and therefore recorded a net impairment charge of $65,172.~~

13. Income Taxes

For the quarter ended ~~September~~March 28, ~~2019,~~2020, the Company recorded income tax expense of ~~$22,522~~$26,668 on earnings before income taxes of ~~$178,191~~$137,133 for an effective tax rate of ~~12.6%~~19.4%, as compared to an income tax expense of ~~$49,487~~$37,018 on earnings before income taxes of ~~$277,513,~~$158,593, for an effective tax rate of ~~17.8%~~23.3% for the quarter ended September 29, 2018. For the nine months ended September 28, 2019, the Company recorded income tax expense of $116,273 on earnings before income taxes of $596,171 for an effective tax rate of 19.5%, as compared to an income tax expense of $215,928 on earnings before income taxes of $850,740, for an effective tax rate of 25.4% for the nine months ended September 29, 2018.March 30, 2019. The difference in the effective tax rates for the comparative periods was caused by the geographical dispersion of profits and losses ~~a discrete one-time benefit in Q3 of 2019 related to the impairment of the Company's net investment in a manufacturer and distributor of ceramic tile in China,~~ and the ~~issuance~~inability of ~~IRS Notice 2018-26 which caused~~ the Company to ~~record $54,674~~make a reliable estimate of ~~additional net~~its annual effective tax ~~expense~~rate.

In accordance with ASC 740-270, Interim Reporting, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in Q2providing for income taxes on an interim period. However, in certain circumstances where the Company is unable to make a reliable estimate of ~~2018.~~the annual effective tax rate, ASC 740-270 allows the actual effective tax rate for the interim period to be used. For the first quarter ended March 28, 2020, the Company calculated its effective rate for the interim period and applied that rate to the interim period results. The Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the rate as a result of small changes in forecasted income, fluctuations in annual pre-tax income and loss between quarters, and the effects of being taxed in multiple tax jurisdictions.

1917

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity for the three months ended ~~September~~March 28, ~~2019~~2020 and ~~September 29, 2018~~March 30, 2019 (in thousands).


			Total Stockholders’ Equity																								Total Stockholders’ Equity
	Redeemable Noncontrolling Interest		Common Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Noncontrolling Interest			Total Stockholders’ Equity			Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Noncontrolling Interest			Total Stockholders’ Equity
			Shares		Amount											Shares		Amount									Shares		Amount												Shares		Amount

June 29, 2019	$	—	79,712		$	797		$	1,859,248	$	6,903,261		$	(732,521	)	(7,348	)	$	(215,712	)	$	6,518		$	7,821,591
January 1, 2020																											78,980		$	790		$	1,868,250		$	7,232,337		$	(765,824	)	(7,348	)	$	(215,712	)	$	6,607		$	8,126,448
Shares issued under employee and director stock plans	—		—		—			—		—			—			—		—			—			—			130		1			(3,288		)	—			—			2		59			—			(3,228		)
Stock-based compensation expense	—		—		—			5,651		—			—			—		—			—			5,651			—		—			5,041			—			—			—		—			—			5,041
Repurchases of common stock	—		(519	)	(5		)	—		(67,703		)	—			—		—			—			(67,708		)	(579	)	(6		)	—			(68,635		)	—			—		—			—			(68,641		)
Accretion of redeemable noncontrolling interest	—		—		—			—		—			—			—		—			—			—
Noncontrolling earnings	—		—		—			—		—			—			—		—			150			150			—		—			—			—			—			—		—			(49		)	(49		)
Currency translation adjustment on non-controlling interests	—		—		—			—		—			—			—		—			(157		)	(157		)	—		—			—			—			—			—		—			(283		)	(283		)
Currency translation adjustment	—		—		—			—		—			(149,982		)	—		—			—			(149,982		)	—		—			—			—			(322,129		)	—		—			—			(322,129		)
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—		—		—			—		—			216			—		—			—			216			—		—			—			—			101			—		—			—			101
CECL Adoption																											—		—			—			(131		)	—			—		—			—			(131		)
Net income	—		—		—			—		155,518			—			—		—			—			155,518			—		—			—			110,514			—			—		—			—			110,514
September 28, 2019	$	—	79,193		$	792		$	1,864,899	$	6,991,076		$	(882,287	)	(7,348	)	$	(215,712	)	$	6,511		$	7,765,279
March 28, 2020																											78,531		$	785		$	1,870,003		$	7,274,085		$	(1,087,852	)	(7,346	)	$	(215,653	)	$	6,275		$	7,847,643


				Total Stockholders’ Equity																						Total Stockholders’ Equity
	Redeemable Noncontrolling Interest			Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Noncontrolling Interest			Total Stockholders’ Equity			Common Stock			Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Noncontrolling Interest			Total Stockholders’ Equity
				Shares	Amount										Shares		Amount									Shares	Amount										Shares		Amount

June 30, 2018	$	30,043		81,952	$	820	$	1,842,060	$	6,409,552		$	(671,133	)	(7,350	)	$	(215,745	)	$	7,880		$	7,373,434
January 1, 2019																										79,656	$	797	$	1,852,173		$	6,588,197	$	(791,608	)	(7,349	)	$	(215,745	)	$	6,245		$	7,440,059
Shares issued under employee and director stock plans	—			—	—		—		—			—			—		—			—			—			115	1		(4,478		)	—		—			—		29			—			(4,448		)
Stock-based compensation expense	—			—	—		5,104		—			—			—		—			—			5,104			—	—		5,789			—		—			—		—			—			5,789
Repurchases of common stock	—			—	—		—		—			—			—		—			—			—
Accretion of redeemable noncontrolling interest	670			—	—		—		(669		)	—			—		—			—			(669		)
Noncontrolling earnings	817			—	—		—		—			—			—		—			195			195			—	—		—			—		—			—		—			(10		)	(10		)
Currency translation adjustment on non-controlling interests	(303		)	—	—		—		—			—			—		—			(54		)	(54		)	—	—		—			—		—			—		—			9			9
Currency translation adjustment	—			—	—		—		—			(33,314		)	—		—			—			(33,314		)	—	—		—			—		13,953			—		—			—			13,953
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—			—	—		—		—			68			—		—			—			68			—	—		—			—		108			—		—			—			108
Net income	—			—	—		—		227,013			—			—		—			—			227,013			—	—		—			121,585		—			—		—			—			121,585
September 29, 2018	$	31,227		81,952	$	820	$	1,847,164	$	6,635,896		$	(704,379	)	(7,350	)	$	(215,745	)	$	8,021		$	7,571,777
March 30, 2019																										79,771	$	798	$	1,853,484		$	6,709,782	$	(777,547	)	(7,349	)	$	(215,716	)	$	6,244		$	7,577,045

2018

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~The following tables reflect the changes in stockholders’ equity for the nine months ended September 28, 2019 and September 29, 2018 (in thousands).~~

Total Stockholders’ Equity

Redeemable
Noncontrolling
Interest
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock Noncontrolling Interest
Total
Stockholders’
Equity
Shares Amount Shares Amount

January 1, 2019 $ —
79,656
$ 797
$ 1,852,173
$ 6,588,197
$ (791,608 ) (7,349 ) $ (215,745 ) $ 6,245
$ 7,440,059
Shares issued under employee and director stock plans —
122
1
(4,502 ) —
—
1
33
—
(4,468 )
Stock-based compensation expense —
—
—
17,228
—
—
—
—
—
17,228
Repurchases of common stock —
(585 ) (6 ) —
(76,665 ) —
—
—
—
(76,671 )
Accretion of redeemable noncontrolling interest —
—
—
—
—
—
—
—
—
—
Noncontrolling earnings —
—
—
—
—
—
—
—
354
354
Currency translation adjustment on non-controlling interests —
—
—
—
—
—
—
—
(88 ) (88 )
Currency translation adjustment —
—
—
—
—
(90,962 ) —
—
—
(90,962 )
Prior pension and post-retirement benefit service cost and actuarial gain / loss —
—
—
—
—
283
—
—
—
283
Net income —
—
—
—
479,544
—
—
—
—
479,544
September 28, 2019 $ —
79,193
$ 792
$ 1,864,899
$ 6,991,076
$ (882,287 ) (7,348 ) $ (215,712 ) $ 6,511
$ 7,765,279

Total Stockholders’ Equity

Redeemable
Noncontrolling
Interest
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock Noncontrolling Interest
Total
Stockholders’
Equity
Shares Amount Shares Amount

January 1, 2018 $ 29,463
81,771
$ 818
$ 1,828,131
$ 6,004,506
$ (558,527 ) (7,350 ) $ (215,766 ) $ 7,847
$ 7,067,009
Shares issued under employee and director stock plans —
181
2
(7,664 ) —
—
—
21
—
(7,641 )
Stock-based compensation expense —
—
—
26,697
—
—
—
—
—
26,697
Repurchases of common stock —
—
—
—
—
—
—
—
—
—
Accretion of redeemable noncontrolling interest 975
—
—
—
(975 ) —
—
—
—
(975 )
Noncontrolling earnings 2,043
—
—
—
—
—
—
—
404
404
Currency translation adjustment on non-controlling interests (1,254 ) —
—
—
—
—
—
—
(230 ) (230 )
Currency translation adjustment —
—
—

—
(146,143 ) —
—
—
(146,143 )
Prior pension and post-retirement benefit service cost and actuarial gain / loss —
—
—
—
—
291
—
—
—
291
Net income —
—
—
—
632,365
—
—
—
—
632,365
September 29, 2018 $ 31,227
81,952
$ 820
$ 1,847,164
$ 6,635,896
$ (704,379 ) (7,350 ) $ (215,745 ) $ 8,021
$ 7,571,777

15. Earnings per share

Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share assumes the exercise of outstanding stock options and the vesting of RSUs using the treasury stock method when the effects of such assumptions are dilutive. A reconciliation of net earnings available to common stockholders and weighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share is as follows:

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~


	Three Months Ended				Nine Months Ended			Three Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019	September 29, 2018		March 28, 2020		March 30, 2019
Net earnings attributable to Mohawk Industries, Inc.	$	155,518	227,013		479,544	632,365		$	110,514	121,585
Accretion of redeemable noncontrolling interest ⁽¹⁾	—		(670	)	—	(975	)
Net earnings available to common stockholders	$	155,518	226,343		479,544	631,390

Weighted-average common shares outstanding-basic and diluted:
Weighted-average common shares outstanding—basic	72,106		74,603		72,302	74,599		71,547		72,342
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net	286		342		276	378		230		304
Weighted-average common shares outstanding-diluted	72,392		74,945		72,578	74,977		71,777		72,646

Earnings per share attributable to Mohawk Industries, Inc.
Basic	$	2.16	3.03		6.63	8.46		$	1.54	1.68
Diluted	$	2.15	3.02		6.61	8.42		$	1.54	1.67

⁽¹⁾ ~~Represents the accretion of the Company’s redeemable noncontrolling interest to redemptive value. The holder put this option to the Company on December 20, 2018 for $33,884.~~

16. Segment reporting

The Company has 3 reporting segments: the Global Ceramic segment, the Flooring NA segment and the Flooring ROW segment. The Global Ceramic ~~Segment~~segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone, ~~tile~~quartz, porcelain slab countertops and other products, ~~including natural stone, quartz and porcelain slab countertops,~~ which it distributes primarily in North America, Europe, ~~Brazil~~South America and Russia through ~~various selling channels, which include Company-owned stores,~~its network of regional distribution centers and Company-operated service centers using company-operated trucks, common carriers or rail transportation. The segment’s product lines are sold through Company-operated service centers, independent distributors, ~~independent~~home center retailers, ~~home centers, commercial contractors~~tile and ~~commercial end users.~~flooring retailers and contractors. The Flooring NA ~~Segment~~segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet ~~cushion, wood flooring,~~pad, hardwood, laminate and resilient (includes sheet vinyl ~~products, including luxury vinyl tile (LVT)~~and LVT), which it distributes ~~to its residential and commercial sales channels~~ through its network of regional distribution centers and satellite warehouses using ~~Company-operated~~company-operated trucks, common carrier or rail transportation. The ~~Segment’s~~segment’s product lines are sold through various selling channels, including independent floor covering retailers, ~~independent~~ distributors, home centers, mass merchandisers, department stores, shop at home, ~~online retailers,~~ buying groups, commercial contractors and commercial end users. The Flooring ROW ~~Segment~~segment designs, manufactures, sources, licenses and markets laminate, ~~wood~~hardwood flooring, ~~carpets,~~ roofing elements, insulation boards, medium-density fiberboard (“MDF”), chipboards, other wood products, ~~and~~sheet vinyl ~~products, including~~and LVT, which it distributes primarily in Europe, ~~Russia,~~ Australia, ~~and~~ New Zealand and Russia through various selling channels, which include ~~independent floor covering~~ retailers, independent distributors ~~company-owned distributors,~~and home ~~centers, commercial contractors and commercial end users.~~centers.

The accounting policies for each operating segment are consistent with the Company’s policies for the consolidated financial statements. Amounts disclosed for each segment are prior to any elimination or consolidation entries. Corporate general and administrative expenses attributable to each segment are estimated and allocated accordingly. Segment performance is evaluated based on operating income.

2219

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment information is as follows:


	Three Months Ended					Nine Months Ended				Three Months Ended
	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018		March 28, 2020			March 30, 2019
Net sales:
Global Ceramic segment	$	916,422		885,773		2,772,805		2,691,618		$	848,450		898,352
Flooring NA segment	1,001,908			1,047,540		2,907,327		3,055,468		848,330			921,980
Flooring ROW segment	600,855			612,487		1,866,028		1,787,930		588,983			622,158
Intersegment sales	—			—		—		—		—			—
Total	$	2,519,185		2,545,800		7,546,160		7,535,016		$	2,285,763		2,442,490

Operating income (loss):
Global Ceramic segment	$	84,410		118,716		286,886		366,893		$	49,089		84,335
Flooring NA segment	80,223			93,369		140,374		268,779		33,682			649
Flooring ROW segment	84,428			84,108		276,392		273,334		77,227			90,431
Corporate and intersegment eliminations	(8,841		)	(8,949	)	(31,242	)	(27,056	)	(8,515		)	(10,085	)
Total	$	240,220		287,244		672,410		881,950		$	151,483		165,330


	At September 28, 2019		At December 31, 2018	At March 28, 2020		At December 31, 2019
Assets:
Global Ceramic segment	$	5,385,279	5,194,030	$	5,237,631	5,419,896
Flooring NA segment	4,020,205		3,938,639	3,841,815		3,823,654
Flooring ROW segment	3,736,296		3,666,617	3,810,348		3,925,246
Corporate and intersegment eliminations	250,982		299,837	367,148		217,884
Total	$	13,392,762	13,099,123	$	13,256,942	13,386,680

17. Commitments and contingencies

The Company is involved in litigation from time to time in the regular course of its business. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject.

~~Alabama Municipal~~Perfluorinated Compounds (“PFCs”) Litigation

In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific ~~perfluorinated compounds,~~PFCs, including the Company. On October 26, 2016, the defendants removed the case to the United States District Court for the Northern District of Alabama, Middle Division, alleging diversity of citizenship and fraudulent joinder. The Gadsden Water Board filed a motion to remand the case back to the state court, and the defendants opposed the Gadsden Water Board’s motion. The federal court granted Gadsden Water Board’s motion for remand.

In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama (the “Centre Water Board”) filed a ~~very~~ similar ~~complaint to the Gadsden Water Board~~ complaint in the Circuit Court of Cherokee ~~County. On June 19, 2017,~~County, Alabama. The Gadsden Water Board and the ~~defendants removed this case to the United States District Court for the Northern District of Alabama, Middle Division, again alleging diversity of citizenship and fraudulent joinder. The~~ Centre Water Board ~~filed a motion to remand the case back to state court,~~both seek monetary damages and ~~the defendants opposed the Centre Water Board’s motion. The federal court granted Centre Water Board's motion for remand.~~

injunctive relief claiming that their water supplies contain excessive amounts of PFCs. Certain defendants, including the Company, filed dispositive motions in each case arguing that the Alabama state ~~court lacks~~courts lack personal jurisdiction over them. ~~Both state courts denied those motions.~~These motions were denied. In June and September 2018, certain defendants, including the Company, petitioned the Alabama Supreme Court for Writs of Mandamus directing each lower court to enter an order granting the defendants’ dispositive motions on personal jurisdiction grounds. ~~Those~~The Alabama Supreme Court denied the petitions ~~have been fully briefed and~~on December 20, 2019. Certain defendants, including the Company, ~~awaits a decision from~~filed an Application for Rehearing with the Alabama Supreme ~~Court.~~Court asking the Court to reconsider its December 2019 decision. The Alabama Supreme Court denied the application for rehearing.

In December 2019, the City of Rome, Georgia (“Rome”) filed a complaint in the Superior Court of Floyd County, Georgia that is similar to the Gadsden Water Board and Centre Water Board complaints, again seeking monetary damages and injunctive relief related to PFCs. Also in December 2019, Jarrod Johnson filed a putative class action in the Superior Court of Floyd County, Georgia purporting to represent all water subscribers with the Rome (Georgia) Water and Sewer Division and/or the Floyd County (Georgia) Water Department and seeking to recover, among other things, damages in the form of alleged increased rates and

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surcharges incurred by ratepayers for the costs associated with eliminating certain PFCs from their drinking water. In January 2020, defendant 3M Company removed the class action to federal court. The Company has ~~never manufactured the perfluorinated compounds at issue but purchased~~filed motions to dismiss in both of these cases.

The Company denies all liability in these matters and intends to defend them ~~for use~~vigorously.

Putative Securities Class Action

The Company and certain of its present and former executive officers were named as defendants in a putative shareholder class action lawsuit filed in the ~~manufacture~~United States District Court for the Northern District of Georgia. The complaint alleges that defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock between April 28, 2017 and July 25, 2019. The Company believes the claims are frivolous and intends to defend them vigorously.

Delaware State Court Action

The Company and certain of its ~~carpets prior to 2007. The Gadsden~~present and ~~Centre Water Boards are not alleging that chemical levels~~former executive officers were named as defendants in a putative state securities class action lawsuit filed in the Superior Court of the State of Delaware on January 30, 2020. The complaint alleges that defendants violated Sections 11 and 12 of the Securities Act of 1933. The complaint is filed on behalf of shareholders who purchased shares of the Company’s ~~wastewater discharge exceeded legal limits. Instead,~~common stock in Mohawk Industries Retirement Plan 1 and Mohawk Industries Retirement Plan 2 between April 27, 2017 and July 25, 2019. On March 27, 2020, the ~~Gadsden and Centre Water Boards are seeking lost profits based on allegations that their customers decreased water purchases, as well as reimbursement~~Court granted a temporary stay of the litigation pending the earlier of either the close of fact discovery or the deadline to appeal the dismissal of the related Putative Securities Class Action pending in the United States District Court for the ~~cost~~Northern District of ~~a filter~~Georgia. The stay may be lifted according to the terms set forth in the Court’s Order to Stay Litigation. The Company believes the claims are frivolous and ~~punitive damages.~~intends to defend them vigorously.

Belgian Tax Matter

Between 2012 and 2014, the Company received assessments from the Belgian tax authority for the calendar years 2005 through 2010 in the amounts of €46,135, €38,817, €39,635, €30,131, €35,567 and €43,117 respectively, including penalties, but excluding interest. The Belgian tax authority denied the Company’s formal protests against these assessments and the Company brought all six years before the Court of First Appeal in Bruges. The Court of First Appeal in Bruges ruled in favor of the Company on January 27, 2016, with respect to the calendar years ending December 31, 2005 and December 31, 2009; and on June 13, 2018, the Court of First Appeal in Bruges ruled in favor of the Company with respect to the calendar years ending December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2010. The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. On September 17, 2019, the Company pled its case to the Ghent Court of Special (Tax) Appeals and on October 1, 2019, the Court ruled in favor of the Company, re-confirming the rulings of the Court of First Appeals in Bruges with respect to the calendar years ending December 31, 2005 and December 31, 2009. ~~The~~On March 12, 2020, the Belgian ~~Tax Authority has three months within which to appeal to~~tax authority filed another revised assessment for the ~~Belgium Supreme~~calendar year ending December 31, 2009, with the Ghent Court.

In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €40,617, €39,732, €11,358, €23,919, €30,610, €93,145 and €79,933 respectively, including penalties, but excluding interest. The Company intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, which the Belgian tax authority may appeal.

In January 2020, the Belgian tax authority canceled the tax assessments for the years ending December 31, 2011 through 2017, inclusively. On March 10, 2020, a new notice of change was received for the year ending December 31, 2016 against which the Company has filed a protest on April 10, 2020.

The Company continues to disagree with the views of the Belgian tax authority on this matter and will persist in its vigorous defense. Nevertheless, on May 24, 2016, the tax collector representing the Belgian tax authorities imposed a lien on the Company’s properties in Wielsbeke (Ooigemstraat and Breestraat), Oostrozebeke (Ingelmunstersteenweg) and Desselgem (Waregemstraat) included in the Flooring ROW segment. The purpose of the lien is to provide security for payment should the Belgian tax authority prevail on its appeal. The lien does not interfere with the Company’s operations at these properties.

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General

The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and ~~the Company is~~we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.

The Company is subject to various federal, state, local and foreign environmental health and safety laws and regulations, including those governing air emissions, wastewater discharges, the use, storage, treatment, recycling and disposal of solid and hazardous materials and finished product, and the cleanup of contamination associated therewith. Because of the nature of the Company’s business, the Company has incurred, and will continue to incur, costs relating to compliance with such laws and regulations. The Company is involved in various proceedings relating to environmental matters and is currently engaged in environmental investigation, remediation and post-closure care programs at certain sites. The Company has provided accruals for such activities that it has determined to be both probable and reasonably estimable. The Company does not expect that the ultimate liability with respect to such activities will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.

18. Debt

Senior Credit Facility

On ~~March 26, 2015,~~October 18, 2019, the Company amended and restated its ~~2013~~$1,800,000 senior credit facility, ~~increasing its size from $1,000,000 to $1,800,000 and~~ extending the maturity from ~~September 25, 2018 to~~ March 26, ~~2020~~2022 to October 18, 2024 (as amended and restated, the ~~“2015 Senior~~“Senior Credit Facility”). The ~~2015~~ Senior Credit Facility ~~eliminated certain provisions in~~marginally reduced the 2013 Senior Credit Facility, including those that: (a) accelerated the maturity date to 90 days prior to the maturity of senior notes due in January 2016 if certain specified liquidity levels were not met;commitment fee and ~~(b) required that certain subsidiaries guarantee the Company’s obligations if the Company’s credit ratings fell below investment grade. The 2015 Senior Credit Facility also~~ modified certain negative covenants to provide the Company with additional flexibility, including flexibility to make acquisitions and incur additional indebtedness. ~~On March 1, 2016,~~The amendment also renewed the Company amended the 2015 Senior Credit Facility to, among other things, carve out from the general limitation on subsidiary indebtedness the issuance of Euro-denominated commercial paper notes by subsidiaries. Additionally, at several points in 2016, the Company extended the maturity date of the 2015 Senior Credit Facility from March 26, 2020 to March 26, 2021. In the first half of 2017, the Company amended the 2015 Senior Credit FacilityCompany’s option to extend the maturity ~~date from March 26, 2021~~of the Senior Credit Facility up to ~~March 26, 2022.~~two times for an additional one-year period each.

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and 1.75% (1.125% as of ~~September~~March 28, ~~2019)~~2020), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or the Eurocurrency Rate (as defined in the ~~2015~~ Senior Credit Facility) rate plus 1.0%, plus an applicable margin ranging between 0.00% and 0.75% (0.125% as of ~~September~~March 28, ~~2019)~~2020). The Company also pays a commitment fee to the lenders under the ~~2015~~ Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the ~~2015~~ Senior Credit Facility ranging from ~~0.10%~~0.09% to ~~0.225%~~0.20% per annum ~~(0.125%~~(0.11% as of ~~September~~March 28, ~~2019)~~2020). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable).

The obligations of the Company and its subsidiaries in respect of the ~~2015~~ Senior Credit Facility are unsecured.

The ~~2015~~ Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, asset dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the Company’s business. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0 and a Consolidated Net Leverage Ratio of no more than 3.75 to 1.0, each as of the last day of any fiscal quarter. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirements and is not otherwise in default. However, at the Company’s election upon the occurrence of certain material acquisitions, a step up of the maximum permitted Consolidated Net Leverage Ratio to 4.00 to 1.00 for the four (4) fiscal quarter period of the Company commencing with the fiscal quarter during which said acquisition(s) closes.

The ~~2015~~ Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.

In ~~2017,~~2019, the Company paid financing costs of ~~$567~~$2,264 in connection with the ~~extension~~amendment and restatement of its ~~2015~~ Senior Credit ~~Facility from March 26, 2021 to March 26, 2022.~~Facility. These costs were deferred and, along with previously unamortized costs of ~~$6,873~~$3,405 are being amortized over the term of the ~~2015~~ Senior Credit Facility.

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As of ~~September~~March 28, ~~2019,~~2020, amounts utilized under the ~~2015~~ Senior Credit Facility included ~~$2,500~~$565,245 of borrowings and $22,787 of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of ~~$932,776~~$305,900 under the Company’s U.S. and European commercial paper programs as of ~~September~~March 28, ~~2019~~2020 reduce the availability of the ~~2015~~ Senior Credit Facility. Including commercial paper borrowings, the Company has utilized ~~$958,063~~$893,932 under the ~~2015~~ Senior Credit Facility resulting in a total of ~~$841,937~~$906,068 available as of ~~September~~March 28, ~~2019.~~2020.

~~Senior Credit Facility Subsequent Event~~

On October 18, 2019, the Company amended and restated its 2015 Senior Credit Facility, extending the maturity from March 26, 2022 to October 17, 2024 (as amended and restated, the “2019 Senior Credit Facility”). The modifications also included (but were not limited to) renewing the Company’s option to extend the maturity of the 2019 Senior Credit Facility up to 2 times for an additional one-year period each, reducing commitment fees, and modifying certain of the negative covenants to provide the Company with additional flexibility, including additional flexibility to make acquisitions and incur indebtedness.

Commercial Paper

On February 28, 2014 and July 31, 2015, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to 397 and 183 days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and all rank pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.

The Company uses its ~~2015~~ Senior Credit Facility as a liquidity backstop for its commercial paper programs. Accordingly, the total amount outstanding under all of the Company’s commercial paper programs may not exceed $1,800,000 (less any amounts drawn on the ~~2015~~ Senior Credit Facility) at any time.

The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of ~~September~~March 28, ~~2019,~~2020, there was ~~$409,800~~$60,300 outstanding under the U.S. commercial paper program, and the euro equivalent of ~~$522,976~~$245,600 under the European program. The weighted-average interest rate and maturity period for the U.S. program were ~~2.32%~~1.70% and ~~25.07~~29 days, respectively. The ~~weighted average~~weighted-average interest rate and maturity period for the European program were ~~(0.22)~~(0.26)% and ~~30.7~~23.4 days, respectively.

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The COVID-19 crisis has recently impacted the commercial paper markets, both in the US and Europe, resulting in volatility in relation to supply and pricing. As stated previously, the Company’s commercial paper programs are backstopped by the Senior Credit Facility, which allows the Company to mitigate market disruptions using direct borrowings from the Senior Credit Facility.

Senior Notes

On September 4, 2019, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned finance subsidiary of the Company, completed the issuance and sale of €300,000 aggregate principal amount of its Floating Rate Notes due September 4, 2021 (“2021 Floating Rate Notes”). The 2021 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2021 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.2% (but in no event shall the interest rate be less than zero). Interest on the 2021 Floating Rate Notes is payable quarterly on December 4, March 4, June 4, and September 4 of each year. Mohawk Finance received an issuance premium of €744 and paid financing cost of $754 in connection with the 2021 Floating Rate Notes. The issuance premium and financing costs have been deferred and are being amortized over the term of the 2021 Floating Rate Notes.

On May 18, 2018, Mohawk Finance ~~an indirect wholly-owned finance subsidiary of the Company,~~ completed the issuance and sale of €300,000 aggregate principal amount of its Floating Rate Notes due May 18, 2020 (“2020 Floating Rate Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event shall the interest rate be less than zero). Interest on the 2020 Floating Rate Notes is payable quarterly on August 18, November 18, February 18, and May 18 of each year. Mohawk Finance paid financing costs of $890 in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.

On September 11, 2017, Mohawk Finance completed the issuance and sale of €300,000 aggregate principal amount of its Floating Rate Notes due September 11, 2019 (“2019 Floating Rate Notes”). The 2019 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and ~~rank~~ranked pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 Floating Rate Notes ~~are~~were fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes ~~bear~~bore interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event ~~shall~~would the interest rate be less than zero). Interest on the 2019 Floating Rate Notes iswas payable quarterly on September 11, December 11, March 11, and June 11 of each year. Mohawk Finance paid financing costs of $911 in connection with the 2019 Floating Rate Notes. These costs were deferred and ~~are being~~ amortized over the term of the 2019 Floating Rate Notes. On September 11,

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2019, the Company paid the remaining €300,000 outstanding principal of the 2019 Floating Rate Notes utilizing cash on hand and borrowings under its European commercial paper program.

On June 9, 2015, the Company issued €500,000 aggregate principal amount of 2.00% Senior Notes (“2.00% Senior Notes”) due January 14, 2022. The 2.00% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 2.00% Senior Notes is payable annually in cash on January 14 of each year, commencing on January 14, 2016. The Company paid financing costs of $4,218 in connection with the 2.00% Senior Notes. These costs were deferred and are being amortized over the term of the 2.00% Senior Notes.

On January 31, 2013, the Company issued $600,000 aggregate principal amount of 3.85% Senior Notes (“3.85% Senior Notes”) due February 1, 2023. The 3.85% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 3.85% Senior Notes is payable semi-annually in cash on February 1 and August 1 of each year. The Company paid financing costs of $6,000 in connection with the 3.85% Senior Notes. These costs were deferred and are being amortized over the term of the 3.85% Senior Notes.

As defined in the related agreements, the Company’s senior notes contain covenants, representations and warranties and events of default, subject to exceptions, and restrictions on the Company’s financial and business operations, including limitations on liens, restrictions on entering into sale and leaseback transactions, fundamental changes, and a provision allowing the holder of the notes to require repayment upon a change of control triggering event.

Term Loan Subsequent Event

On April 7, 2020, the Company entered into a credit agreement that provides for a $500,000 delayed draw term loan facility (the “Term Loan Facility”). On April 15, 2020, the Company borrowed the full amount on the Term Loan Facility, the proceeds of which may be used for funding working capital and general corporate purposes of the Company. The principal amount of the Term Loan Facility must be repaid in a single installment on April 6, 2021. The Company may prepay all or a portion of the Term Loan Facility from time to time, plus accrued and unpaid interest. The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured. The Term Loan Facility is subject to the same affirmative and negative covenants that are applicable to the Senior Credit Facility.

The fair values and carrying values of our debt instruments are detailed as follows:

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	At September 28, 2019					At December 31, 2018				At March 28, 2020					At December 31, 2019
	Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value
3.85% senior notes, payable February 1, 2023; interest payable semiannually	$	626,491		600,000		599,904		600,000		$	610,050		600,000		627,144		600,000
2.00% senior notes, payable January 14, 2022; interest payable annually	569,037			547,046		587,487		572,148		545,561			556,917		580,235		560,099
Floating Rate Notes, payable May 18, 2020, interest payable quarterly	328,002			328,228		343,004		343,289		334,173			334,150		336,066		336,059
Floating Rate Notes, payable September 11, 2019, interest payable quarterly	—			—		343,560		343,289
Floating rate notes, payable September 04, 2021, interest payable quarterly	324,650			328,228		—		—		332,733			334,150		335,965		336,059
U.S. commercial paper	409,800			409,800		632,668		632,668		60,300			60,300		317,000		317,000
European commercial paper	522,976			522,976		707,175		707,175		245,600			245,600		376,946		376,946
Five-year senior secured credit facility, due March 26, 2022	2,500			2,500		57,896		57,896
Capital leases and other	21,469			21,469		6,664		6,664
Five-year senior secured credit facility, due October 18, 2024										565,245			565,245		16,803		16,803
Finance leases and other										30,877			30,877		30,049		30,049
Unamortized debt issuance costs	(3,508		)	(3,508	)	(5,155	)	(5,155	)	(2,714		)	(2,714	)	(3,129	)	(3,129	)
Total debt	2,801,417			2,756,739		3,273,203		3,257,974		2,721,825			2,724,525		2,617,079		2,569,886
Less current portion of long-term debt and commercial paper	1,273,158			1,273,158		1,742,373		1,742,373		1,210,525			1,210,525		1,051,498		1,051,498
Long-term debt, less current portion	$	1,528,259		1,483,581		1,530,830		1,515,601		$	1,511,300		1,514,000		1,565,581		1,518,388

The fair values of the Company’s debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.

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~~19. Subsequent Event~~


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

During the past two decades, the Company has grown significantly. Its current geographic breadth and diverse product offering are reflected in three reporting segments: Global Ceramic; Flooring North America (“Flooring NA”); and Flooring Rest of the World (“Flooring ROW”). The Global Ceramic Segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone tile and other products including natural stone, quartz and porcelain slab countertops, which it distributes primarily in North America, Europe, Brazil and Russia through various selling channels, which include ~~Company-owned~~company-owned stores, independent distributors ~~independent retailers,~~and home ~~centers, commercial contractors and commercial end users.~~centers. The Flooring NA Segment designs, manufactures, sources and markets its floor covering ~~product lines,~~products, including ~~carpets,~~broadloom carpet, carpet tile, rugs, carpet cushion, ~~wood flooring,~~ laminate and vinyl products, including luxury vinyl tile (LVT), and sheet vinyl, and wood flooring, all of which it distributes ~~to its residential and commercial sales channels~~ through its network of regional distribution centers and satellite warehouses using Company-operated trucks, common ~~carrier~~carriers or rail transportation. The Segment’s product lines are sold through various channels, including independent floor covering retailers, independent distributors, home centers, mass merchandisers, department stores, shop at home, online retailers, buying groups, commercial contractors and commercial end users. The Flooring ROW Segment designs, manufactures, sources, licenses and markets laminate, vinyl products, including LVT and sheet vinyl, wood flooring, ~~carpets,~~ roofing ~~elements,~~panels, insulation boards, medium-density fiberboard (“MDF”), and chipboards, ~~other wood products and vinyl products, including LVT,~~ which it distributes primarily in Europe, Russia, Australia and New Zealand through various ~~selling~~ channels, ~~which include~~including independent floor covering retailers, independent distributors, company-owned distributors, home centers, commercial contractors and commercial end users.

Mohawk is a significant supplier of every major flooring category with manufacturing operations in 1918 nations and sales in more than 170 countries. Currently, many of the Company's markets are experiencing uncertainties, with some economies slowing, while other markets are facing import pressures and excess capacity. Moreover, we expect the environment to remain challenging through the remainder of this year.

Based on its annual sales, the Company believes it is the world’s largest flooring manufacturer. A majority of the Company’s long-lived assets are located in the United States and Europe, which ~~remain~~are also the Company’s primary markets. The Company's continued growth in the United States market is expected to be consistent with residential housing starts, existing home sales, residential remodeling investments and commercial construction and remodeling. To maintain its market position,Additionally, the Company ~~has invested significantly~~maintains significant operations in ~~state-of-the-art manufacturing to create aspirational products to delight consumers with beauty~~Russia, Mexico, Australia, New Zealand, Brazil and ~~performance.~~other parts of the world. The Company ~~also~~ is a leading provider of flooring for ~~the U.S.~~residential and commercial ~~market~~markets and has earned significant recognition for its innovation in design and performance and sustainable practices. Additionally, the Company maintains significant operations in Europe, Russia, Mexico, Australia, New Zealand, Brazil and other parts of the world where it has established leading market positions through its differentiated products, broad distribution and marketing initiatives.

In 2018, the Company invested over $790 million in capital projects to expand capacities, differentiate products, and improve productivity. In 2019, the Company plans to invest $575-595 million in its existing businesses to complete projects that were begun in 2018 and to commence new initiatives. The largest investments during this two-year period are the expansion of LVT in the U.S. and Europe; ceramic capacity increases in Mexico, Italy, Poland and Russia; premium laminate in the U.S., Europe and Russia; carpet tile in Europe; sheet vinyl in Russia; and countertops in the U.S. and Europe. as well as sustainability.

For the three months ended ~~September~~March 28, ~~2019,~~2020, net earnings attributable to the Company were ~~$155.5~~$110.5 million, or diluted earnings per share (“EPS”) of ~~$2.15,~~$1.54, compared to net earnings attributable to the Company of ~~$227.0~~$121.6 million, or diluted EPS of ~~$3.02~~$1.67 for the three months ended ~~September 29, 2018.~~March 30, 2019. The ~~decrease~~change in EPS was primarily attributable to ~~an impairment charge related to~~productivity gains, lower inflation, and lower startup costs that were offset by the ~~Company's net investment in a manufacturer and distributor of ceramic tile in China, higher inflation costs,~~ unfavorable net impact ~~due to~~of lower volumes, the unfavorable net impact of price and product mix, ~~costs associated with investments in new product development, sales personnel, marketing~~ and ~~other,~~ costs due to temporarily reducing ~~production, partially offset by lower startup costs~~production. Our operations and ~~the impact of lower restructuring, acquisition and integration-related and other costs.~~

~~Net~~net earnings ~~attributable to the Company were $479.5 million, or diluted EPS of $6.61~~ for the nine months ended September 28, 2019 compared to net earnings attributable to the Company of $632.4 million, or diluted EPS of $8.42 for the nine months ended September 29, 2018. The decrease in EPS was primarily attributable to higher inflation costs, an impairment chargefirst quarter were affected by broader economic issues related to the ~~Company's net investment in a manufacturer~~COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter and distributor of ceramic tile in China, the unfavorable net impact of price and product mix, unfavorable net impact due to lower volumes, an increase in costs due to lower productivity on volumes, costs due to temporarily reducing production, the unfavorable net impact from foreign exchange rates,increased costs associated with ~~investments~~short-term reductions in ~~new product development, sales personnel and marketing, partially offset by lower startup costs.~~manufacturing output.

For the ~~nine~~three months ended ~~September~~March 28, ~~2019,~~2020, the Company generated ~~$978.1~~$195.0 million of cash from operating activities. As of ~~September~~March 28, ~~2019,~~2020, the Company had cash and cash equivalents of ~~$111.3~~$263.1 million, of which ~~$26.0~~$118.5 million was in the United States and ~~$85.3~~$144.6 million was in foreign countries. On April 7, 2020, the Company borrowed $500.0 million on its delayed draw term loan facility in order to support liquidity needs during the COVID-19 crisis.

COVID-19 Pandemic

Due to its large global footprint, Mohawk’s business is sensitive to macroeconomic events in the United States and abroad. While the near-term economic and financial impact of the COVID-19 pandemic is rapidly evolving and difficult to measure, based on current visibility, the Company expects that it will continue to see decreased near-term demand across a number of its markets.

Also, the Company has experienced and may continue to experience plant closures resulting from lower demand, health-based concerns, and government mandated closures. The majority of our manufacturing and distribution facilities, though, continue to operate, to the extent supported by demand, in accordance with local health and safety guidance. In order to manage reduced short-term production needs, the Company has experienced, and may continue to initiate temporary furloughs and layoffs. The Company believes it has the experience and resources necessary to capitalize on opportunities that will arise once employees return to work around the world and macroeconomic conditions improve.

The Company is following the recommendations of local health authorities to minimize exposure risk for its employees, suppliers, customers and other stakeholders. The Company is currently implementing business continuity plans during the crisis and attempting to minimize the pandemic’s impact. For information on risk factors that could impact our results, please refer to “Risk Factors” in Part II, Item 1A of this Form 10-Q.

Results of Operations

Quarter Ended ~~September~~March 28, ~~2019,~~2020, as compared with Quarter Ended ~~September 29, 2018~~March 30, 2019

Net sales

Net sales for the three months ended ~~September~~March 28, ~~2019~~2020 were ~~$2,519.2~~$2,285.8 million, reflecting a decrease of ~~$26.6~~$156.7 million, or ~~1.0%~~6.4%, from the ~~$2,545.8~~$2,442.5 million reported for the three months ended ~~September 29, 2018.~~March 30, 2019. The decrease was primarily attributable to lower volumes of approximately $46 million, the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $38 million, unfavorable net impact of price and product mix of approximately $39 million and the unfavorable net impact from foreign exchange rates of approximately ~~$35~~$34 million. Our sales globally for the first quarter were affected by broader economic issues related to the COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter.

Global Ceramic segment—Net sales decreased $49.9 million, or 5.6%, to $848.5 million for the three months ended March 28, 2020, compared to $898.4 million for the three months ended March 30, 2019. The decrease was primarily attributable to lower volumes of approximately $16 million, the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $15 million, the unfavorable net impact from foreign exchange rates of approximately $13 million and the unfavorable net impact of price and product mix of approximately ~~$8 million, partially offset by higher sales volume of approximately $17 million. The higher sales volume in the quarter includes sales from acquisitions of approximately $70 million.~~

~~Global Ceramic segment~~—Net sales increased $30.6 million, or 3.5%, to $916.4 million for the three months ended September 28, 2019, compared to $885.8 million for the three months ended September 29, 2018. The increase was primarily attributable to higher sales volume of approximately $34 million which includes sales from acquisitions of approximately $57 million, and the favorable net impact of price and product mix of approximately $5 million, partially offset by the unfavorable net impact from foreign exchange rates of approximately $8$6 million.

Flooring NA segment—Net sales decreased ~~$45.6~~$73.7 million, or ~~4.4%~~8.0%, to ~~$1,001.9~~$848.3 million for the three months ended ~~September~~March 28, ~~2019,~~2020, compared to ~~$1,047.5~~$922.0 million for the three months ended ~~September 29, 2018.~~March 30, 2019. The decrease was primarily attributable to lower volumes of approximately ~~$48~~$44 million, ~~partially offset by~~ the ~~favorable net~~unfavorable impact from fewer shipping days in the first quarter of ~~price and product mix~~2020 of approximately ~~$3 million.~~

~~Flooring ROW segment~~—Net sales decreased $11.6 million, or 1.9%, to $600.9 million for the three months ended September 28, 2019, compared to $612.5 million for the three months ended September 29, 2018. The decrease was primarily attributable to the unfavorable net impact from foreign exchange rates of approximately $27$14 million, and the unfavorable net impact of price and product mix of approximately ~~$17~~$16 million.

Flooring ROW segment—Net sales decreased $33.2 million, or 5.3%, to $589.0 million for the three months ended March 28, 2020, compared to $622.2 million for the three months ended March 30, 2019. The decrease was primarily due to the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $10 million, the unfavorable net impact from foreign exchange rates of approximately $21 million and the unfavorable net impact of price and product mix of approximately $16 million, partially offset by higher sales ~~volume~~volumes of approximately ~~$32 million. The higher sales volume in the quarter includes sales from acquisitions of approximately $13~~$14 million.

Gross profit

Gross profit for the three months ended ~~September~~March 28, ~~2019~~2020 was ~~$691.7~~$616.4 million ~~(27.5%~~(27.0% of net sales), a decrease of ~~$28.7~~$8.5 million or ~~4.0%~~1.4%, compared to gross profit of ~~$720.4~~$624.9 million ~~(28.3%~~(25.6% of net sales) for the three months ended ~~September 29, 2018.~~March 30, 2019. As a percentage of net sales, gross profit ~~decreased 84~~increased 138 basis points. The decrease in gross profit dollars was primarily attributable to the unfavorable net impact of lower volumes of approximately $31 million, the unfavorable net impact of price and product mix ~~and volume~~ of approximately ~~$16~~$28 million, costs due to temporarily reducing production of approximately $22 million, and the unfavorable net impact from foreign exchange rates of approximately $9$5 million, ~~the unfavorable impact due to inflation of approximately $10 million, and approximately $9 million of costs due to temporarily reducing production. These factors were~~ partially offset by ~~lower start up costs~~productivity gains of approximately $9$38 million, ~~and the impact of~~ lower restructuring, acquisition and integration-related ~~and other~~ costs of approximately ~~$10~~$27 million, and lower inflation of approximately $12 million. As previously discussed, our operations for the first quarter were affected by broader economic issues related to the COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter and increased costs associated with short-term reductions in manufacturing output.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended ~~September~~March 28, ~~2019~~2020 were ~~$451.5~~$465.0 million ~~(17.9%~~(20.3% of net sales), an increase of ~~$18.3~~$5.4 million compared to ~~$433.2~~$459.6 million ~~(17.0%~~(18.8% of net sales) for the three months ended ~~September 29, 2018.~~March 30, 2019. As a percentage of net sales, selling, general and administrative expenses increased 91152 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately ~~$15 million of costs due to higher sales volume, inflation of approximately $9 million, and approximately $5~~$11 million of costs associated with investments in new product development, sales personnel, marketing and other, partially offset by the favorable net impact from foreign exchange rates of approximately ~~$5 million, and the impact of lower restructuring, acquisition and integration-related and other costs of approximately $7~~$6 million.

Operating income

Operating income for the three months ended ~~September~~March 28, ~~2019~~2020 was ~~$240.2~~$151.5 million ~~(9.5%~~(6.6% of net sales) reflecting a decrease of ~~$47.0~~$13.8 million, or ~~16.4%~~8.3%, compared to operating income of ~~$287.2~~$165.3 million ~~(11.3%~~(6.8% of net sales) for the three months ended ~~September 29, 2018.~~March 30,

2019. The decrease in operating income was primarily attributable to ~~higher inflation costs of approximately $19 million,~~the unfavorable net impact due to lower volumes of approximately ~~$16~~$34 million, the unfavorable net impact of price and

product mix of approximately ~~$15~~$28 million, costs due to temporarily reducing production of approximately ~~$10~~$22 million, and approximately $12 million of costs associated with investments in new product development, sales personnel, marketing and other, ~~approximately $9 million of costs due to temporarily reducing production, and the unfavorable net impact from foreign exchange rates~~partially offset by productivity gains of approximately $3$36 million, ~~partially offset by~~lower restructuring, acquisition and integration-related costs of approximately $29 million, lower inflation of approximately $8 million, and lower startup costs of approximately ~~$15 million and the impact of lower restructuring, acquisition and integration-related and other costs of approximately $17~~$8 million.

Global Ceramic segment—Operating income was ~~$84.4~~$49.1 million ~~(9.2%~~(5.8% of segment net sales) for the three months ended ~~September~~March 28, ~~2019~~2020 reflecting a decrease of ~~$34.3~~$35.2 million compared to operating income of ~~$118.7~~$84.3 million ~~(13.4%~~(9.4% of segment net sales) for the three months ended ~~September 29, 2018.~~March 30, 2019. The decrease in operating income was primarily attributable to ~~higher inflation costs~~the unfavorable net impact due of lower volumes of approximately ~~$18~~$12 million, the unfavorable net impact of price and product mix of approximately ~~$11~~$10 million, of costs due to temporarily reducing production of approximately $15 million, partially offset by productivity gains of approximately $4 million.

Flooring NA segment—Operating income was $33.7 million (4.0% of segment net sales) for the three months ended March 28, 2020 reflecting an increase of $33.1 million compared to operating income of $0.6 million (0.1% of segment net sales) for the three months ended March 30, 2019. The increase in operating income was primarily attributable to productivity gains of approximately $29 million, lower restructuring, acquisition and integration-related costs of approximately $23 million and lower inflation of approximately $7 million, partially offset by the unfavorable net impact due of lower volumes of approximately $3$19 million, the unfavorable net impact of price and product mix of approximately $5 million, and costs due to temporarily reducing production of approximately $6 million.

Flooring ROW segment—Operating income was $77.2 million (13.1% of segment net sales) for the three months ended March 28, 2020 reflecting a decrease of $13.2 million compared to operating income of $90.4 million (14.5% of segment net sales) for the three months ended March 30, 2019. The decrease in operating income was primarily attributable to the unfavorable net impact of price and product mix of approximately $13 million, approximately $7 million of costs associated with investments in new product development, sales personnel, and marketing ~~and~~ the unfavorable net impact due of ~~price and product mix~~lower volumes of approximately ~~$2 million.~~

~~Flooring NA segment—Operating income was $80.2~~$3 million, (8.0% of segment net sales) for the three months ended September 28, 2019 reflecting a decrease of $13.2 million compared to operating income of $93.4 million (8.9% of segment net sales) for the three months ended September 29, 2018. The decrease in operating income was primarily attributable to approximately $17 millioncosts due to ~~lower sales volumes, lower productivity~~temporarily reducing production of approximately ~~$7 million, and higher inflation costs of approximately $7~~$2 million, partially offset by lower ~~start up costs~~inflation of approximately ~~$8 million, the impact of lower restructuring, acquisition and integration-related and other costs of approximately $7~~$9 million, and ~~the favorable net impact of price and product mix of approximately $4 million.~~

~~Flooring ROW segment~~—Operating income was $84.4 million (14.1% of segment net sales) for the three months ended September 28, 2019 reflecting an increase of $0.3 million compared to operating income of $84.1 million (13.7% of segment net sales) for the three months ended September 29, 2018. The increase in operating income was primarily attributable to lower inflation costs of approximately $10 million, lower start up costs of approximately $7 million, approximately $3 million due to higher sales volumes, and lower restructuring, acquisition and integration-related and other costs of approximately $8 million, offset by unfavorable net impact of price and product mix of approximately $17 million, lower productivity ~~of approximately $6 million, and the unfavorable net impact from foreign exchange rates~~gains of approximately $3 million.

Interest expense

Interest expense was ~~$9.3~~$8.7 million for the three months ended ~~September~~March 28, ~~2019,~~2020, reflecting ~~an increase~~a decrease of ~~$0.3~~$1.8 million compared to interest expense of ~~$9.0~~$10.5 million for the three months ended ~~September 29, 2018.~~March 30, 2019. The ~~increase~~decrease in interest expense was primarily due to ~~increased~~decreased borrowings.

Other expense (income), net

Other expense, net was ~~$52.7~~$5.7 million for the three months ended ~~September~~March 28, ~~2019,~~2020, reflecting an unfavorable change of ~~$52.0~~$9.4 million compared to other ~~expense,~~income, net of ~~$0.7~~$3.7 million for the three months ended ~~September 29, 2018.~~March 30, 2019. The change was primarily attributable to ~~an impairment charge of $65.2 million related to the Company's net investment in a manufacturer and distributor of ceramic tile in China, partially offset by~~unfavorable foreign exchange rates on transactions in the current year.

Income tax expense

For the three months ended ~~September~~March 28, ~~2019,~~2020, the Company recorded income tax expense of ~~$22.5~~$26.7 million on earnings before income taxes of ~~$178.2~~$137.1 million for an effective tax rate of ~~12.6%~~19.4%, as compared to income tax expense of ~~$49.5~~$37.0 million on earnings before income taxes of ~~$277.5~~$158.6 million, for an effective tax rate of ~~17.8%~~23.3% for the three months ended ~~September 29, 2018.~~March 30, 2019. The difference in the effective tax rates for the comparative periods was caused by the geographical dispersion of profits and losses inand the ~~comparative periods and a discrete one-time benefit related to the impairment~~inability of the ~~Company's net investment and note receivable in~~Company to make a reliable estimate of its ~~Chinese supplier.~~

annual effective tax rate.

~~Nine Months Ended September 28, 2019, as compared~~In accordance with ~~Nine Months Ended September 29, 2018~~

~~Net sales~~

~~Net sales for~~ASC 740-270, Interim Reporting, at the ~~nine months ended September 28, 2019 were $7,546.2 million, reflecting an increase~~end of $11.2 million, or 0.1%, from the $7,535.0 million reported for the nine months ended September 29, 2018. The increase was primarily attributable to higher sales volume of approximately $209 million, or 2.8%, which includes sales from acquisitions of approximately $325 million partially offset by the unfavorable net impact of price and product mix of approximately $38 million. Net sales were also affected by the unfavorable net impact from foreign exchange rates of approximately $160 million, or 2%.

~~Global Ceramic segment~~—Net sales increased $81.2 million, or 3.0%, to $2,772.8 million for the nine months ended September 28, 2019, compared to $2,691.6 million for the nine months ended September 29, 2018. The increase was primarily attributable to higher sales volume of approximately $119 million, or 4.4%, which includes sales volume attributable to acquisitions of approximately $162 million, and the favorable net impact of price and product mix of approximately $15 million partially offset by the unfavorable net impact from foreign exchange rates of approximately $53 million, or 2%.

~~Flooring NA segment~~—Net sales decreased $148.2 million, or 4.9%, to $2,907.3 million for the nine months ended September 28, 2019, compared to $3,055.5 million for the nine months ended September 29, 2018. The decrease was primarily attributable to lower volumes of approximately $153 million, or 5% partially offset by the favorable net impact of price and product mix of approximately $5 million.

~~Flooring ROW segment~~—Net sales increased $78.1 million, or 4.4%, to $1,866.0 million for the nine months ended September 28, 2019, compared to $1,787.9 million for the nine months ended September 29, 2018. The increase was primarily attributable to higher sales volume of approximately $243 million, or 13.6%, which includes sales volume attributable to acquisitions of approximately $163 million partially offset by and the unfavorable net impact of price and product mix of approximately $57 million, or 3.2%. Net Sales were also affected by the unfavorable net impact from foreign exchange rates of approximately $107 million, or 6%.

~~Gross profit~~

Gross profit for the nine months ended September 28, 2019 was $2,053.2 million (27.2% of net sales), a decrease of $138.5 million or 6.3%, compared to gross profit of $2,191.7 million (29.1% of net sales) for the nine months ended September 29, 2018. As a percentage of net sales, gross profit decreased 188 basis points. The decrease in gross profit dollars was primarily attributable to the higher inflation costs of approximately $58 million, the unfavorable net impact of price and product mix of approximately $57 million, the unfavorable net impact from foreign exchange rates of approximately $47 million, costs due to temporarily reducing production of approximately $20 million, and the impact of restructuring, acquisition and integration-related costs of approximately $7 million, partially offset by higher sales volume of approximately $36 million and lower start up costs of approximately $25 million.

~~Selling, general and administrative expenses~~

Selling, general and administrative expenses for the nine months ended September 28, 2019 were $1,380.8 million (18.3% of net sales), an increase of $71.1 million compared to $1,309.7 million (17.4% of net sales) for the nine months ended September 29, 2018. As a percentage of net sales, selling, general and administrative expenses increased 92 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately $62 million of costs due to higher sales volume, higher inflation costs of approximately $22 million and approximately $10 million of costs associated with investments in new product development, sales personnel and marketing, partially offset by the net impact of favorable foreign exchange rates of approximately $24 million.

~~Operating income~~

Operating income for the nine months ended September 28, 2019 was $672.4 million (8.9% of net sales) reflecting a decrease of $209.6 million, or 23.8%, compared to operating income of $882.0 million (11.7% of net sales) for the nine months ended September 29, 2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately $80 million, the unfavorable net impact of price and product mix of approximately $57 million, the unfavorable net impact from foreign exchange rates of approximately $24 million, an increase in costs of approximately $22 million due to lower productivity on volumes, approximately $20 million of costs due to temporarily reducing production, and approximately $10 million of costs

~~associated with investments in new product development, sales personnel and marketing, partially offset by lower startup costs of approximately $34 million.~~

~~Global Ceramic segment~~—Operating income was $286.9 million (10.3% of segment net sales) for the nine months ended September 28, 2019 reflecting a decrease of $80.0 million compared to operating income of $366.9 million (13.6% of segment net sales) for the nine months ended September 29, 2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately $59 million, approximately $22 million of costs due to temporarily reducing production, approximately $10 million of costs associated with investments in new product development, sales personnel and marketing, and the unfavorable net impact from foreign exchange rates of approximately $7 million, and approximately $8 million due to the unfavorable net impact of price, product mix and sales volume, partially offset by savings from capital investments and cost reduction initiatives of approximately $30 million.

~~Flooring NA segment~~—Operating income was $140.4 million (4.8% of segment net sales) for the nine months ended September 28, 2019 reflecting a decrease of $128.4 million compared to operating income of $268.8 million (8.8% of segment net sales) for the nine months ended September 29, 2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately $49 million, approximately $55 million in decreased sales volume, and an increase in costs of approximately $41 million due to lower than expected production volumes, partially offset by lower startup costs of approximately $16 million.

~~Flooring ROW segment~~—Operating income was $276.4 million (14.8% of segment net sales) for the nine months ended September 28, 2019 reflecting an increase of $3.1 million compared to operating income of $273.3 million (15.3% of segment net sales) for the nine months ended September 29, 2018. The increase in operating income was primarily attributable to increased sales volume of approximately $33 million, lower inflation costs of approximately $35 million and lower start-up costs of approximately $16 million, partially offset by unfavorable net impact of price and product mix of approximately $54 million, the unfavorable net impact from foreign exchange rates of approximately $16 million, and an increase in costs of approximately $11 million due to lower production volumes.

~~Interest expense~~

Interest expense was $30.3 million for the nine months ended September 28, 2019, reflecting an increase of $5.9 million compared to interest expense of $24.4 million for the nine months ended September 29, 2018. The increase in interest expense was primarily due to increased borrowings.

~~Other expense (income), net~~

Other expense, net was $45.9 million for the nine months ended September 28, 2019, reflecting an unfavorable change of $39.1 million compared to other expense, net of $6.8 million for the nine months ended September 29, 2018. The change was primarily attributable to an impairment charge of $65.2 million related to the Company's net investment in a manufacturer and distributor of ceramic tile in China, partially offset by foreign exchange rates on transactions in the current year.

~~Income tax expense~~

~~For the nine months ended September 28, 2019,~~each interim period, the Company ~~recorded income tax expense~~is required to determine the best estimate of ~~$116.3 million on earnings before income taxes of $596.2 million for an~~its annual effective tax rate ~~of 19.5%, as compared to an income tax expense of $215.9 million on earnings before~~and then apply that rate in providing for income taxes on an interim period. However, in certain circumstances where the Company is unable to make a reliable estimate of ~~$850.7 million, for an~~the annual effective tax rate, ~~of 25.4% for~~ASC 740-270 allows the ~~nine months ended September 29, 2018. The~~actual effective tax rate for ~~2019 was impacted by~~ the ~~geographical dispersion of profits~~interim period to be used. For the first quarter ended March 28, 2020, the Company calculated its effective rate for the interim period and ~~losses in the comparative periods, a discrete one-time benefit in Q3 of 2019 related~~applied that rate to the ~~impairment~~interim period results. The Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the ~~Company's net investment~~rate as a result of small changes in ~~a manufacturer~~forecasted income, fluctuations in annual pre-tax income and ~~distributor of ceramic tile in China,~~loss between quarters, and the ~~unfavorable impact~~effects of ~~the issuance of IRS Notice 2018-26 to the effective~~being taxed in multiple tax ~~rate in Q2 of 2018.~~jurisdictions.

Liquidity and Capital Resources

The Company’s primary capital requirements are for working capital, capital expenditures and acquisitions. The Company’s capital needs are met primarily through a combination of internally generated funds, commercial paper, bank credit lines, term and senior notes and credit terms from suppliers.

Management has and will continue to evaluate its liquidity needs and strategy regarding capital resources in light of the recent economic crisis caused by the COVID-19 pandemic. As discussed below, the Company borrowed $500.0 million under its newly-established delayed draw term loan facility in April 2020 to strengthen its short-term liquidity position. At the same time, the Company has unilaterally extended payment terms for its vendors during the crisis to offset delays in receivable collections. Due to reduced short-term demand, the Company has temporarily reduced production at certain plants and reduced headcount through furloughs and layoffs. Management believes these actions along with cash secured from increased borrowing will allow the Company to meet any needs stemming from short-term reductions in cash flows from operations.

Net cash provided by operating activities in the first ~~nine~~three months of ~~2019~~2020 was ~~$978.1~~$195.0 million, compared to net cash provided by operating activities of ~~$894.5~~$170.1 million in the first ~~nine~~three months of ~~2018.~~2019. The increase of ~~$83.6~~$24.8 million in ~~2019~~2020 was primarily attributable to changes in working capital partially offset by lower net earnings.

Net cash used in investing activities in the first ~~nine~~three months of ~~2019~~2020 was ~~$474.5~~$133.4 million compared to net cash used in investing activities of ~~$1,028.3~~$211.8 million in the first ~~nine~~three months of ~~2018.~~2019. The decrease was primarily due to ~~reduced capital expenditures of $237.3 million and~~ a decrease in acquisition costs of ~~$348.5 million, partially offset by~~$76.8 million. In an effort to manage liquidity during the ~~net redemption activity in short-term investments of $31.9 million associated with the Company’s wholly-owned captive insurance company. The Company continues~~COVID-19 crisis, management is reducing near-term capital expenditures and expects to ~~invest to optimize sales and profit growth this year and beyond with product expansion and cost reduction projects in the business. Capital spending during~~reduce its spend for the remainder of ~~2019 is expected to be approximately $159 million.~~2020.

Net cash ~~used in~~provided by financing activities in the first ~~nine~~three months of ~~2019~~2020 was ~~$510.3~~$87.2 million compared to net cash provided by financing activities of ~~$151.5~~$26.8 million in the ~~nine~~three months of ~~2018.~~2019. The change in cash ~~used in~~provided by financing activities is primarily attributable to the net proceeds from the Senior Credit Facility of $585.3 million, partially offset by the net pay down on ~~borrowings~~commercial paper of ~~$235.2 million, net proceeds from the Floating Rate Notes of $353.6~~$464.8 million and share repurchases of ~~$76.7 million .~~$68.6 million.

As of ~~September~~March 28, ~~2019,~~2020, the Company had cash of ~~$111.3~~$263.1 million, of which ~~$85.3~~$144.6 million was held outside the United States. The Company plans to permanently reinvest the cash held outside the United States. The Company believes that its cash and cash equivalents on hand, cash generated from operations and availability under its existing credit facilities will be sufficient to meet its capital expenditure, working capital and debt servicing requirements over at least the next twelve months. The Company is continually evaluating its projected needs in light of the current crisis and the Company may conduct additional debt financings, subject to market conditions, to increase its liquidity and to take advantage of attractive financing opportunities.

On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. The timing and amount of any purchases of common stock will be based on the Company’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The Company has purchased a total of 3.7 million shares under the program for an aggregate of $442.9 million through the first quarter. The Company is putting future purchases on hold until the economic environment improves.

The Company may continue, from time to time, to retire its outstanding debt through cash purchases in the open market, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amount involved may be material.

Senior Credit Facility

On ~~March 26, 2015,~~October 18, 2019, the Company amended and restated its ~~2013~~$1,800.0 million senior credit facility, ~~increasing its size from $1,000.0 million to $1,800.0 million and~~ extending the maturity from ~~September 25, 2018 to~~ March 26, ~~2020~~2022 to October 18, 2024 (as amended and restated, the ~~“2015 Senior~~“Senior Credit Facility”). The ~~2015~~ Senior Credit Facility ~~eliminated certain provisions in~~marginally reduced the 2013 Senior Credit Facility, including those that: (a) accelerated the maturity date to 90 days prior to the maturity of senior notes due in January 2016 if certain specified liquidity levels were not met;commitment fee and ~~(b) required that certain subsidiaries guarantee the Company’s obligations if the Company’s credit ratings fell below investment grade. The 2015 Senior Credit Facility also~~ modified certain negative covenants to provide the Company with additional flexibility, including flexibility to make acquisitions and incur additional indebtedness.~~On March 1, 2016,~~ The amendment also renewed the Company amended the 2015 Senior Credit Facility to, among other things, carve out from the general limitation on subsidiary indebtedness the issuance of Euro-denominated commercial paper notes by subsidiaries. Additionally, at several points in 2016, the Company extended the maturity date of the 2015 Senior Credit Facility from March 26, 2020 to March 26, 2021. In the first half of 2017, the Company amended the 2015 Senior Credit FacilityCompany’s option to extend the maturity ~~date from March 26, 2021~~of the Senior Credit Facility up to ~~March 26, 2022.~~two times for an additional one-year period each.

At the Company’s election, revolving loans under the ~~2015~~ Senior Credit Facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 1.00% and 1.75% (1.125% as of ~~September~~March 28, ~~2019)~~2020), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or the Eurocurrency Rate (as defined inthe ~~2015~~ Senior Credit Facility) rate plus 1.0%, plus an applicable margin

ranging between 0.00% and 0.75% (0.125% as of ~~September~~March 28, ~~2019)~~2020). The Company also pays a commitment fee to the lenders under the ~~2015~~ Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the ~~2015~~ Senior Credit Facility ranging from ~~0.10%~~0.09% to ~~0.225%~~0.20% per annum ~~(0.125%~~(0.11% as of ~~September~~March 28, ~~2019)~~2020). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable).

The obligations of the Company and its subsidiaries in respect of the ~~2015~~ Senior Credit Facility are unsecured.

dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the Company’s business. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0 and a Consolidated Net Leverage Ratio of no more than 3.75 to 1.0, each as of the last day of any fiscal quarter. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirements and is not otherwise in default. However, at the Company’s election upon the occurrence of certain material acquisitions, a step up of the maximum permitted Consolidated Net Leverage Ratio to 4.00 to 1.00 for the four (4) fiscal quarter period of the Company commencing with the fiscal quarter during which said acquisition(s) closes.

The ~~2015~~ Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.

In ~~2017,~~2019, the Company paid financing costs of ~~$0.6~~$2.3 million in connection with the ~~extension~~amendment and restatement of its ~~2015~~ Senior Credit ~~Facility from March 26, 2021 to March 26, 2022.~~Facility. These costs were deferred and, along with previously unamortized costs of ~~$6.9~~$3.4 million are being amortized over the term of the ~~2015~~ Senior Credit Facility.

As of ~~September~~March 28, ~~2019,~~2020, amounts utilized under the ~~2015~~ Senior Credit Facility included ~~$2.5~~$565.2 million of borrowings and $22.8 million of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of ~~$932.8~~$305.9 million under the Company’s U.S. and European commercial paper programs as of ~~September~~March 28, ~~2019~~2020 reduce the availability of the ~~2015~~2019 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized ~~$958.1~~$893.9 million under the ~~2015~~ Senior Credit Facility resulting in a total of ~~$841.9~~$906.1 million available as of ~~September~~March 28, ~~2019.~~

~~Senior Credit Facility Subsequent Event~~

On October 18, 2019, the Company amended and restated its 2015 Senior Credit Facility, extending the maturity from March 26, 2022 to October 17, 2024 (as amended and restated, the “2019 Senior Credit Facility”). The modifications also included (but were not limited to) renewing the Company’s option to extend the maturity of the 2019 Senior Credit Facility up to two times for an additional one-year period each, reducing commitment fees, and modifying certain of the negative covenants to provide the Company with additional flexibility, including additional flexibility to make acquisitions and incur indebtedness.2020.

Commercial Paper

On February 28, 2014 and July 31, 2015, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to 397 ~~days~~ and 183 days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and all rank pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.

The Company uses its ~~2015~~ Senior Credit Facility as a liquidity backstop for its commercial paper programs. Accordingly, the total amount outstanding under all of the ~~Company’s~~Company's commercial paper programs may not exceed $1,800.0 million (less any amounts drawn on the ~~2015~~ Senior Credit Facility) at any time.

The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of ~~September~~March 28, ~~2019,~~2020, there was ~~$409.8~~$60.3 million outstanding under the U.S. commercial paper program, and the euro equivalent of ~~$523.0~~$245.6 million under the European program. The weighted-average interest rate and maturity period for the U.S. program were ~~2.32%~~1.70% and ~~25.07~~29 days, respectively. The ~~weighted average~~weighted-average interest rate and maturity period for the European program were ~~(0.22)~~(0.26)% and ~~30.7~~23.4 days, respectively. The COVID-19 crisis has recently impacted the commercial paper markets, both in the US and Europe, resulting in volatility in relation to supply and pricing. As stated previously, the Company’s commercial paper programs are backstopped by the Senior Credit Facility, which allows the Company to mitigate market disruptions using direct borrowings from the Senior Credit Facility.

Senior Notes

On September 4, 2019, Mohawk ~~Capital~~ Finance ~~S.A. (“Mohawk Finance”), an indirect wholly-owned finance subsidiary of the Company,~~ completed the issuance and sale of €300.0 million aggregate principal amount of its Floating Rate Notes due September 4, 2021 (“2021 Floating Rate Notes”). The 2021 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2021 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.2% (but in no event shall the interest rate be less than zero). Interest on the 2021 Floating Rate Notes is payable quarterly on December 4, March 4, June 4, and September 4 of each year. Mohawk Finance received an issuance premium of €0.7 million and paid financing cost of $0.8 million in connection with the 2021 Floating Rate Notes. The issuance premium and financing costs have been deferred and are being amortized over the term of the 2021 Floating Rate Notes.

On May 18, 2018, Mohawk Finance ~~an indirect wholly-owned finance subsidiary of the Company,~~ completed the issuance and sale of €300.0 million aggregate principal amount of its Floating Rate Notes due May 18, 2020 (“2020 Floating Rate Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event shall the interest rate be less than zero). Interest on the 2020 Floating Rate Notes is payable quarterly on August 18, November 18, February 18, and May 18 of each year. Mohawk Finance paid financing costs of $0.9 million in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.

On September 11, 2017, Mohawk Finance completed the issuance and sale of €300.0 million aggregate principal amount of its Floating Rate Notes due September 11, 2019 (“2019 Floating Rate Notes”). The 2019 Floating Rate Notes ~~are~~were senior unsecured obligations of Mohawk Finance and ~~rank~~ranked pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 Floating Rate Notes ~~are~~were fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes ~~bear~~bore interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event ~~shall~~would the interest rate be less than zero). Interest on the 2019 Floating Rate Notes iswas payable quarterly on September 11, December 11, March 11, and June 11 of each year. Mohawk Finance paid financing costs of $0.9 million in connection with the 2019 Floating Rate Notes. These costs were deferred and ~~are being~~ amortized over the term of the 2019 Floating Rate Notes. On September 11, 2019, the Company paid the remaining €300.0 million outstanding principal of the 2019 Floating Rate Notes utilizing cash on hand and borrowings under its European commercial paper program.

On June 9, 2015, the Company issued €500.0 million aggregate principal amount of 2.00% Senior Notes due January 14, 2022 (“2.00% Senior Notes”) ~~due January 14, 2022.~~. The 2.00% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 2.00% Senior Notes is payable annually in cash on January 14 of each year, commencing on January 14, 2016. The Company paid financing costs of $4.2 million in connection with the 2.00% Senior Notes. These costs were deferred and are being amortized over the term of the 2.00% Senior Notes.

On January 31, 2013, the Company issued $600.0 million aggregate principal amount of 3.85% Senior Notes due February 1, 2023 (“3.85% Senior Notes”) ~~due February 1, 2023.~~. The 3.85% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 3.85% Senior Notes is payable semi-annually in cash on February 1 and August 1 of each year. The Company paid financing costs of $6.0 million in connection with the 3.85% Senior Notes. These costs were deferred and are being amortized over the term of the 3.85% Senior Notes.

Term Loan Subsequent Event

On April 7, 2020, the Company entered into a credit agreement that provides for a $500.0 million delayed draw term loan facility (the “Term Loan Facility”). On April 15, 2020, the Company borrowed the full amount on the Term Loan Facility, the proceeds of which may be used for funding working capital and general corporate purposes of the Company. The principal amount of the Term Loan Facility must be repaid in a single installment on April 6, 2021. The Company may prepay all or a portion of the Term Loan Facility from time to time, plus accrued and unpaid interest. The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured. The Term Loan Facility is subject to the same affirmative and negative covenants that are applicable to the Senior Credit Facility.

Contractual Obligations

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s ~~2018~~2019 Annual Report filed on Form 10-K except ~~that,~~ as described above, on September 4, 2019, Mohawk Finance completed a public offering of €300.0 million aggregate principal amount of the 2021 Floating Rate Notes and the Company subsequently paid the remaining €300.0 million outstanding principal of its 2019 Floating Rate Notes.

herein.

Critical Accounting Policies and Estimates

Refer to Note 1 - General, ~~Note 3 - Revenue from Contracts with Customers~~ and Note 105 - ~~Leases~~Receivables, net within our Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of the Company’s updated accounting policies on ~~revenue recognition and lease accounting.~~Measurement of Credit Losses on Financial Instruments. The Company’s critical accounting policies and estimates are described in its ~~2018~~2019 Annual Report filed on Form 10-K.

Recent Accounting Pronouncements

See Note 1 in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q under the heading “Recent Accounting Pronouncements” for a discussion of new accounting pronouncements which is incorporated herein by reference.

Impact of Inflation

Inflation affects the Company’s manufacturing costs, distribution costs and operating expenses. The Company expects raw material prices, many of which are petroleum based, to fluctuate based upon worldwide supply and demand of commodities utilized in the Company’s production processes. Although the Company attempts to pass on increases in raw material, energy and fuel-related costs to its customers, the Company’s ability to do so is dependent upon the rate and magnitude of any increase, competitive pressures and market conditions for the Company’s products. There have been in the past, and may be in the future, periods of time during which increases in these costs cannot be fully recovered. In the past, the Company has often been able to enhance productivity and develop new product innovations to help offset increases in costs resulting from inflation in its operations.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of ~~September~~March 28, ~~2019~~.2020.

Seasonality

The Company is a calendar year-end company. With respect to its ~~Flooring NA and~~ Global Ceramic ~~segments, its results of operations for the first quarter tend to be the weakest followed by the fourth quarter. The second and third quarters typically produce higher~~segment, net sales and operating income are typically higher in ~~these segments. These results are primarily due to consumer residential spending patterns which have historically decreased during~~ the ~~holiday season~~second quarter, followed by the third and ~~the~~ first ~~two months following.~~quarters and a weaker fourth quarter. The Flooring ~~ROW~~NA segment’s second quarter typically produces the highest net sales followed by moderate third and fourth quarters, and a weaker first quarter. However, for the operating income, the third quarter typically shows stronger earnings, followed by ~~a moderate first~~second and fourth quarters, and the first quarter shows weaker earnings. The Flooring ROW segment’s fourth quarter historically produces the highest net sales followed by moderate second and third quarters, and a weaker first quarter. However, for the operating income, generally, the second quarter shows the stronger earnings, followed by third ~~quarter.~~and first quarters, and the fourth quarter shows weaker earnings.

Forward-Looking Information

Certain of the statements in this Form 10-Q, particularly those anticipating future performance, business prospects, growth and operating strategies, and similar matters, and those that include the words “could,” “should,” “believes,” “anticipates,” ~~“expects”~~

“expects” and “estimates” or similar expressions constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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; ability to identify attractive acquisition targets; ability to successfully complete and integrate acquisitions; international operations; changes in foreign exchange rates; introduction of new products; rationalization of operations; tax, product and other claims; litigation; the risks and uncertainty related to the COVID-19 pandemic; and other risks identified in Item 1A “Risk Factors” in the Company’s ~~2018~~2019 Annual Report on Form ~~10-K.~~10-K and Part II, Item 1A “Risk Factors” in this periodic report on Form 10-Q.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

As of ~~September~~March 28, ~~2019,~~2020, approximately ~~42%~~43% of the Company’s debt portfolio was comprised of fixed-rate debt and ~~58%~~57% was floating-rate debt. A 1.0 percentage point increase in the interest rate of the floating-rate debt would have resulted in an increase in interest expense of ~~$4.0 million and $12.0~~$3.8 million for the three ~~and nine~~ months ended ~~September~~March 28, ~~2019.~~ 2020.

There have been no significant changes to the Company’s exposure to market risk as disclosed in the Company’s ~~2018~~2019 Annual Report filed on Form 10-K.


Item 4.	Controls and Procedures

Based on an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), which have been designed to provide reasonable assurance that such controls and procedures will meet their objectives, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective at a reasonable assurance level for the period covered by this report.

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial ~~reporting other than the Company adopted ASC 842,~~ ~~Leases,~~ ~~on January 1, 2019, and implemented new controls and processes to meet the requirements of the standard.~~reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

~~Alabama Municipal~~Perfluorinated Compounds (“PFCs”) Litigation

The Company ~~has never manufactured the perfluorinated compounds at issue but purchased~~denies all liability in these matters and intends to defend them ~~for use~~vigorously.

Putative Securities Class Action

Delaware State Court Action

Belgian Tax Matter

Between 2012 and 2014, the Company received assessments from the Belgian tax authority for the calendar years 2005 through 2010 in the amounts of €46.1 million, €38.8 million, €39.6 million, €30.1 million, €35.6 million and €43.1 million,

respectively, including penalties, but excluding interest. The Belgian tax authority denied the Company’s formal protests against these assessments and the Company brought all six years before the Court of First Appeal in Bruges. The Court of First Appeal in Bruges ruled in favor of the Company on January 27, 2016, with respect to the calendar years ending December 31, 2005 and December 31, 2009; and on June 13, 2018, the Court of First Appeal in Bruges ruled in favor of the Company with respect to the calendar years ending December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2010. The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. On September 17, 2019, the company pled its case to the Ghent Court of Special (Tax) Appeals and on October 1, 2019, the Court ruled in favor of the Company, re-confirming the rulings of the Court of First Appeals in Bruges with respect to the calendar years ending December 31, 2005 and December 31, 2009. ~~The~~On March 12, 2020, the Belgian ~~Tax Authority has three months within which to appeal to~~tax authority filed another revised assessment for the ~~Belgium Supreme~~calendar year ending December 31, 2009, with the Ghent Court.

In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €40.6 million, €39.7 million, €11.4 million, €23.9 million, €30.6 million, €93.1 million and €79.9 million respectively, including penalties, but excluding interest. The Company intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, which the Belgian tax authority may appeal.

(Waregemstraat) included in the Flooring ROW segment. The purpose of the lien is to provide security for payment should the Belgian tax authority prevail on its appeal. The lien does not interfere with the Company’s operations at these properties.

General


Item 1A.	Risk Factors

~~There~~Other than the risk factor listed below, there have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The risk factors disclosed in our Annual Report on Form 10-K and the risk factor set forth below, in addition to the other information set forth in this report, could materially affect our business, financial condition or results.

The Company’s financial condition and results of operations for 2020 may be adversely impacted by the COVID-19 pandemic and the related downturn in economic conditions.

Mohawk generates sales in 170 countries and owns manufacturing plants in 18 countries. Due to its large global footprint, Mohawk’s business is sensitive to macroeconomic events in the United States and abroad. While the near-term economic and

financial impact of the COVID-19 pandemic is rapidly evolving and difficult to measure, based on current visibility, the Company expects that it will continue to see decreased near-term demand across a number of its markets. Also, the Company has experienced and may continue to experience plant closures resulting from lower demand, health-based concerns, and government mandated closures.

During economic downturns, including the current downturn resulting from the COVID-19 pandemic, demand for our products may significantly decrease. This reduced demand may lead to lower sales and intensified competitive pressures. Additionally, factors such as results differing from guidance, changes in sales and operating income, changes in our market valuations, performance results for the general retail industry, announcements by us or our industry peers or changes in analysts’ recommendations may cause volatility in the price of our common stock and our shareholder returns.

The Company has already experienced certain disruptions to its business and further disruptions may occur that could materially affect the Company’s ability to obtain supplies, manufacture its products or deliver inventory in a timely manner. Future disruptions may result in lost revenue, additional costs or impairments to goodwill or other assets. The Company is following the recommendations of local health authorities to minimize exposure risk for its employees, suppliers, customers and other stakeholders. The Company is currently implementing business continuity plans during the crisis and attempting to minimize the pandemic’s impact, but we may be unable to adequately respond to further outbreaks in particular geographies and our operations may be materially impacted. The extent to which the COVID-19 pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the particular responses employed in various countries and regions. Accordingly, COVID-19 and the related global economic downturn could have a material adverse effect on the Company’s business, results of operations and financial condition.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $500 million in shares of its common stock. Under the share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to trading plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company’s stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases under the new authorization and the program may be suspended or discontinued at any time. The new program replaces any previously authorized share repurchase programs. The Company purchased a total of 3.7 million shares under the program for an aggregate of $442.9 million through the first quarter. The Company is putting future purchases on hold until the economic environment improves.

The following table provides information regarding share repurchase activity during the three months ended ~~September~~March 28, ~~2019.~~2020.

Period
Total Number of Shares Purchased
in Millions
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plan
in Millions
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
in Millions
June 30 through August 3, 2019 0.4
$ 125.36
0.4
$ 168.6
August 4 through August 31, 2019 0.0
$ —
0.0
$ 168.6
September 1 through September 28, 2019 0.2
$ 121.65
0.2
$ 149.2
Total 0.5
$ 124.27
0.5



Period	Total Number of Shares Purchased in Millions	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan in Millions	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan in Millions
January 1 through February 1, 2020	0.0	$	—	0.0	$	125.8
February 2 through February 29, 2020	0.2	$	122.70	0.2	$	104.1
March 1 through March 28, 2020	0.4	$	116.82	0.4	$	57.1
Total	0.6	$	118.61	0.6


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report on Form 10-Q.


Item 5.	Other Information

None.

Table of Contents


Item 6.	Exhibits



No.		Description

~~4.1~~		Third Supplemental Indenture, dated as of September 4, 2019, by and among Mohawk Capital Finance S.A., as issuer, Mohawk Industries, Inc., as parent guarantor, U.S. Bank National Association, as trustee, registrar and transfer agent and Elavon Financial Services DAC, as paying agent (incorporated herein by reference Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 4, 2019).
~~4.2~~		~~Note for Floating Rate Notes due 2021 (incorporated herein by reference Exhibit 4.3 to the Company’s Current Report on Form 8-K dated September 4, 2019).~~
31.1		Certification Pursuant to Rule 13a-14(a).
31.2		Certification Pursuant to Rule 13a-14(a).
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1		Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

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



			MOHAWK INDUSTRIES, INC.
			(Registrant)

Dated:	~~November 1, 2019~~May 5, 2020	By:	/s/ Jeffrey S. Lorberbaum
			JEFFREY S. LORBERBAUM
			Chairman and Chief Executive Officer
			(principal executive officer)

Dated:	~~November 1, 2019~~May 5, 2020	By:	/s/ ~~Glenn Landau~~Frank H. Boykin
			~~GLENN LANDAU~~FRANK H. BOYKIN
			Chief Financial Officer
			(principal financial officer)

4239

Three Months Ended

March 28,
2020

March 30,
2019

Amortization expense