Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[Mark One]
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2017June 30, 2018

OR
 
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to      
      
Commission File Number 01-13697
 __________________________________________
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
__________________________________________ 
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 filerx  Accelerated filer¨
     
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
  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

The number of shares outstanding of the issuer’s common stock as of August 1, 2017,2018, the latest practicable date, is as follows: 74,338,17774,602,891 shares of common stock, $.01 par value.

MOHAWK INDUSTRIES, INC.
INDEX
 
  Page No
Part I. 
   
Item 1. 
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
Part II. 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited) 
July 1,
2017
 December 31,
2016
June 30,
2018
 December 31,
2017
ASSETS      
Current assets:      
Cash and cash equivalents$130,238
 121,665
$518,226
 84,884
Receivables, net1,639,614
 1,376,151
1,737,935
 1,558,159
Inventories1,865,941
 1,675,751
2,061,204
 1,948,663
Prepaid expenses345,294
 267,724
385,228
 376,836
Other current assets29,636
 30,221
71,087
 104,425
Total current assets4,010,723
 3,471,512
4,773,680
 4,072,967
Property, plant and equipment6,958,650
 6,243,775
7,790,440
 7,486,284
Less: accumulated depreciation3,066,399
 2,873,427
3,369,367
 3,215,494
Property, plant and equipment, net3,892,251
 3,370,348
4,421,073
 4,270,790
Goodwill2,417,058
 2,274,426
2,447,046
 2,471,459
Tradenames624,999
 580,147
630,365
 644,208
Other intangible assets subject to amortization, net253,302
 254,459
228,167
 247,559
Deferred income taxes and other non-current assets391,158
 279,704
393,708
 387,870
$11,589,491
 10,230,596
$12,894,039
 12,094,853
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Short-term debt and current portion of long-term debt$1,754,077
 1,382,738
$1,146,511
 1,203,683
Accounts payable and accrued expenses1,466,658
 1,335,582
1,589,561
 1,451,672
Total current liabilities3,220,735
 2,718,320
2,736,072
 2,655,355
Deferred income taxes389,259
 361,416
365,379
 328,103
Long-term debt, less current portion1,174,440
 1,128,747
1,884,023
 1,559,895
Other long-term liabilities323,851
 214,930
505,088
 455,028
Total liabilities5,108,285
 4,423,413
5,490,562
 4,998,381
Commitments and contingencies (Note 13)
 
Commitments and contingencies (Note 15)
 
Redeemable noncontrolling interest26,713
 23,696
30,043
 29,463
Stockholders’ equity:      
Preferred stock, $.01 par value; 60 shares authorized; no shares issued
 

 
Common stock, $.01 par value; 150,000 shares authorized; 81,688 and 81,519 shares issued in 2017 and 2016, respectively817
 815
Common stock, $.01 par value; 150,000 shares authorized; 81,952 and 81,771 shares issued in 2018 and 2017, respectively820
 818
Additional paid-in capital1,804,065
 1,791,540
1,842,060
 1,828,131
Retained earnings5,494,149
 5,032,914
6,409,552
 6,004,506
Accumulated other comprehensive loss(636,787) (833,027)(671,133) (558,527)
6,662,244
 5,992,242
7,581,299
 7,274,928
Less treasury stock at cost; 7,350 and 7,351 shares in 2017 and 2016, respectively215,766
 215,791
Less treasury stock at cost; 7,350 shares in 2018 and 2017215,745
 215,766
Total Mohawk Industries, Inc. stockholders' equity6,446,478
 5,776,451
7,365,554
 7,059,162
Nonredeemable noncontrolling interest8,015
 7,036
7,880
 7,847
Total stockholders' equity6,454,493
 5,783,487
7,373,434
 7,067,009
$11,589,491
 10,230,596
$12,894,039
 12,094,853
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 Six Months EndedThree Months Ended Six Months Ended
July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Net sales$2,453,038
 2,310,336
 4,673,683
 4,482,382
$2,577,014
 2,453,038
 4,989,216
 4,673,683
Cost of sales1,673,902
 1,554,748
 3,214,194
 3,087,115
1,810,459
 1,673,902
 3,517,969
 3,214,194
Gross profit779,136
 755,588
 1,459,489
 1,395,267
766,555
 779,136
 1,471,247
 1,459,489
Selling, general and administrative expenses423,311
 404,896
 828,880
 798,903
440,248
 423,311
 876,541
 828,880
Operating income355,825
 350,692
 630,609
 596,364
326,307
 355,825
 594,706
 630,609
Interest expense8,393
 10,351
 16,595
 22,652
7,863
 8,393
 15,391
 16,595
Other expense (income), net3,002
 (5,807) 170
 (2,378)
Other expense, net2,090
 3,002
 6,088
 170
Earnings before income taxes344,430
 346,148
 613,844
 576,090
316,354
 344,430
 573,227
 613,844
Income tax expense82,682
 90,034
 151,040
 147,859
118,809
 82,682
 166,441
 151,040
Net earnings including noncontrolling interests261,748
 256,114
 462,804
 428,231
197,545
 261,748
 406,786
 462,804
Net income attributable to noncontrolling interests1,067
 926
 1,569
 1,495
959
 1,067
 1,434
 1,569
Net earnings attributable to Mohawk Industries, Inc.$260,681
 255,188
 461,235
 426,736
$196,586
 260,681
 405,352
 461,235
              
Basic earnings per share attributable to Mohawk Industries, Inc.              
Basic earnings per share attributable to Mohawk Industries, Inc.$3.51
 3.44
 6.21
 5.76
$2.64
 3.51
 5.44
 6.21
Weighted-average common shares outstanding—basic74,327
 74,123
 74,269
 74,049
74,597
 74,327
 74,525
 74,269
              
Diluted earnings per share attributable to Mohawk Industries, Inc.              
Diluted earnings per share attributable to Mohawk Industries, Inc.$3.48
 3.42
 6.17
 5.73
$2.62
 3.48
 5.41
 6.17
Weighted-average common shares outstanding—diluted74,801
 74,574
 74,773
 74,526
74,937
 74,801
 74,928
 74,773
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 Six Months EndedThree Months Ended Six Months Ended
July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Net earnings including noncontrolling interests$261,748
 256,114
 462,804
 428,231
$197,545
 261,748
 406,786
 462,804
Other comprehensive income (loss):              
Foreign currency translation adjustments113,465
 (43,054) 197,088
 77,714
(186,350) 113,465
 (113,957) 197,088
Pension prior service cost and actuarial (loss) gain(266) 13
 (848) (7)
Pension prior service cost and actuarial gain (loss), net of tax358
 (266) 223
 (848)
Other comprehensive income (loss)113,199
 (43,041) 196,240
 77,707
(185,992) 113,199
 (113,734) 196,240
Comprehensive income374,947
 213,073
 659,044
 505,938
11,553
 374,947
 293,052
 659,044
Comprehensive income attributable to noncontrolling interests1,067
 926
 1,569
 1,495
Comprehensive income (loss) attributable to noncontrolling interests(1,068) 1,067
 306
 1,569
Comprehensive income attributable to Mohawk Industries, Inc.$373,880
 212,147
 657,475
 504,443
$12,621
 373,880
 292,746
 657,475
See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
Six Months EndedSix Months Ended
July 1, 2017 July 2, 2016June 30, 2018 July 1, 2017
Cash flows from operating activities:      
Net earnings$462,804
 428,231
$406,786
 462,804
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Restructuring16,353
 9,524
31,311
 16,353
Depreciation and amortization214,785
 201,408
249,702
 214,785
Deferred income taxes4,679
 17,375
53,031
 4,679
Loss (gain) on disposal of property, plant and equipment915
 (2,421)
(Gain) loss on disposal of property, plant and equipment(806) 915
Stock-based compensation expense23,430
 23,547
21,593
 23,430
Changes in operating assets and liabilities, net of effects of acquisitions:      
Receivables, net(166,643) (201,249)(198,131) (166,643)
Inventories(93,248) (41,305)(132,508) (93,248)
Other assets and prepaid expenses(64,447) 53,101
(39,639) (64,447)
Accounts payable and accrued expenses17,598
 79,876
228,789
 17,598
Other liabilities(2,348) (3,348)858
 (2,348)
Net cash provided by operating activities413,878
 564,739
620,986
 413,878
Cash flows from investing activities:      
Additions to property, plant and equipment(425,423) (276,914)(498,354) (425,423)
Acquisitions, net of cash acquired(250,468) 
(24,410) (250,468)
Purchases of short-term investments(392,096) 
Redemption of short-term investments429,000
 
Net cash used in investing activities(675,891) (276,914)(485,860) (675,891)
Cash flows from financing activities:      
Payments on Senior Credit Facilities(259,086) (278,879)(441,049) (259,086)
Proceeds from Senior Credit Facilities240,674
 266,534
455,015
 240,674
Payments on Commercial Paper(7,155,819) (13,888,260)(7,901,645) (7,155,819)
Proceeds from Commercial Paper7,799,905
 14,294,098
7,853,591
 7,799,905
Repayment of senior notes
 (645,555)
Proceeds from Floating Rate Notes353,648
 
Payments of other debt and financing costs(6,208) 

 (6,208)
Payments on asset securitization borrowings(500,000) 

 (500,000)
Proceeds from asset securitization borrowings150,000
 

 150,000
Debt issuance costs(567) (1,086)(800) (567)
Change in outstanding checks in excess of cash(538) (3,981)(1,545) (538)
Shares redeemed for taxes(12,255) (11,671)(9,188) (12,255)
Proceeds and net tax benefit from stock transactions1,202
 4,133
Net cash provided by (used in) financing activities257,308
 (264,667)
Proceeds from stock transactions2
 1,202
Net cash used in financing activities308,029
 257,308
Effect of exchange rate changes on cash and cash equivalents13,278
 7,199
(9,813) 13,278
Net change in cash and cash equivalents8,573
 30,357
433,342
 8,573
Cash and cash equivalents, beginning of period121,665
 81,692
84,884
 121,665
Cash and cash equivalents, end of period$130,238
 112,049
$518,226
 130,238
      

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

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 20162017 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 some of 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 partially economically offset by gains and losses on its foreign currency borrowings. The Company designated its €500,000 2.00% Senior Notes borrowing as a net investment hedge ofagainst a portion of its European operations. For the six months ended June 30, 2018 and July 1, 2017, the change in the U.S. dollar value of the Company's euro denominated debt was a decrease of $15,984 ($11,288 net of taxes) and an increase of $45,314 ($28,321 net of taxes), respectively, which is recorded in the foreign currency translation adjustment component of other comprehensive income (loss). The increase 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 - Effective in Future YearsRecently Adopted

In May 2014,On January 1, 2018, the FASB issued Accounting Standards Codification ("ASC")Company adopted the new accounting standard, ASC 606,Revenue from Contracts with Customers. This topic converges and all the guidance within U.S. GAAP and International Financial Reporting Standards ("IFRS"related amendments (“ASC 606”) and supersedes ASC 605, Revenue Recognition. applied the provisions of the standard to all contracts using the modified retrospective method. The new standard requires companies to recognize revenue to depict the transfercumulative effect of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period and early application is not permitted. On July 9, 2015, the FASB decided to defer the effective date of ASC 606 for one year. The deferral results inadopting the new revenue standard being effectivewas 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 fiscal yearsthose 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 interim periods within those fiscal years beginning after December 15, 2017.control of the product is transferred to the customer. The Company will adopt the provisionsreviewed all of this new accounting standard at the beginning of fiscal year 2018, using the cumulative effect method. The Company continues to analyze the adoption ofits revenue product categories under ASC 606 including certainand the only changes identified were that an immaterial amount of revenue from intellectual property ("IP") contracts that could resultresults in a change in the timing of theearlier recognition of revenue, the identification of new controls and processes designed to meet the requirements of the standard were implemented, and the required new disclosures upon adoption. At this timeare presented inNote 3, Revenue from Contracts with Customers. The adoption of ASC 606 isdid not expected to have a material impact on the amounts reported in the Company's consolidated financial position, results of operations or cash flows.

On January 1, 2018, the Company adopted the new accounting standard, ASU 2016-15, Statement of Cash Flows (Topic 230). 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 February 2016, the FASB issued ASU 2016-02, Leases. The amendments in this Update create Topic 842, Leases, and supersede the requirements in Topic 840, Leases. Topic 842 specifies the accounting for leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The guidance in this update is effective for annual reporting periods beginning after December 15, 2018 including interim periods within that reporting period and early adoption is permitted.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company plans to adopt the provisions of this update at the beginning of fiscal year 2019. Based on a preliminary assessment, the Company expects the adoption of this guidance to have a material impact on its assets and liabilities due to the recognition of right-of-use assets and lease liabilities on its consolidated balance sheets at the beginning of the earliest period presented. The Company is continuing its assessment, whichincluding identification of new controls and processes designed to meet the requirements of the topic and required new disclosures upon adoption, and may identify additional impacts this guidance will have on its consolidated financial statements and disclosures.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of credit losses on financial instruments. Topic 326 amends guidance on reporting credit losses by replacing the current incurred loss model with a forward-looking expected loss model. Current accounting delays the recognition of credit losses until it is probable a loss has been incurred. The update will require a financial asset measured at amortized cost to be presented at the net amount expected to be collected by means of an allowance for credit losses that runs through net income. ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted beginning after December 15, 2018. The Company plans to adopt the provisions of this update at the beginning of fiscal year 2020, and is currently assessing the impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). This update clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. Additionally, the FASB issued ASU 2016-18 in November 2016 to address the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance in these updates should be applied retrospectively and are effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company plans to adopt the provisions of these updates at the beginning of fiscal year 2018 and is currently assessing the impact on its consolidated statement of cash flows.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The guidance in this update is effective for fiscal years beginning after December 15, 2017, and interim periods within those years.

In January 2017, the FASB also 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.

Recent Accounting Pronouncements - Recently Adopted

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This update changes the measurement principle for inventory for entities using FIFO or average cost from the lower of cost or market to lower of cost and net realizable value. Entities that measure inventory using LIFO or the retail inventory method are not affected. This update will more closely align the accounting for inventory under U.S. GAAP with IFRS. The Company currently accounts for inventory using the FIFO method. The Company adopted the provisions of this update at the beginning of fiscal year 2017. This update did not have a material impact on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This update simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the provisions of this update at the beginning of fiscal year 2017, with the statement of cash flows classifications applied retrospectively. Accordingly, cash paid for shares redeemed for taxes of $11,671 was reclassed to financing activities from operating activities for the six months ended July 2, 2016. Additionally, excess tax benefits are now classified with other tax flows as an operating activity with $3,688 reclassified from financing activities for the six months ended July 2, 2016. The Company has also elected to continue to estimate the number of awards that are expected to vest when accounting for forfeitures.

2. Acquisitions

Emil2018 Acquisitions

On November 20, 2017, the Company announced that it agreed to acquire Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending Mohawk's global position. The acquisition closed on July 2, 2018, for A$556,000 ($411,882 equivalent at June 30, 2018) and the Company is currently determining its preliminary purchase price allocation for acquired tangible and identifiable intangible assets, liabilities assumed, any non-controlling interest acquired, and goodwill. The results of the Godfrey Hirst Group will be reflected in the Flooring ROW segment.

During the first quarter of 2018, the Company completed the acquisition of three businesses in the Flooring ROW segment for $24,410, resulting in a preliminary goodwill allocation of $12,548 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 $186,244.$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 consolidated financial statements since the date of the acquisition. The Company's acquisition of Emil resulted in a preliminary goodwill allocation of $59,303,$59,491, indefinite-lived tradename intangible asset of $16,196 and an intangible asset subject to amortization of $2,348. The goodwill is not expected to be deductible for tax purposes. The factors contributing to the recognition of the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

amount of goodwill include product, sales and manufacturing synergies. The Emil results are reflected in the Global Ceramic segment and the results of Emil's operations wereare not material to the Company's consolidated results of operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Other Acquisitions

During the second quarter of 2017, the Company completed the acquisition of two businesses in the Global Ceramic segment for $36,774,$37,250, resulting in a preliminary goodwill allocation of $526.$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 historical bad debt, claims experience, periodic evaluation of specific customer accounts, and the aging of accounts receivable. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, 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 $42,938 and $29,124 as of June 30, 2018 and January 1, 2018, 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 six months ended June 30, 2018 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 $50,400 and $43,259 as of June 30, 2018 and January 1, 2018, respectively. Amortization expense recognized during the six months ended June 30, 2018 related to these capitalized costs was $35,869.

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 location of customer sales and product categories for the three months ended June 30, 2018 and July 1, 2017:

June 30, 2018Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets       
United States$578,535
 1,013,994
 
 1,592,529
Europe208,671
 1,870
 490,885
 701,426
Russia63,709
 
 26,553
 90,262
Other78,382
 41,706
 72,709
 192,797
 $929,297
 1,057,570
 590,147
 2,577,014
        
Product Categories       
Ceramic & Stone$929,297
 18,178
 
 947,475
Carpet & Resilient
 859,179
 132,578
 991,757
Laminate & Wood
 180,213
 216,754
 396,967
Other (1)

 
 240,815
 240,815
 $929,297
 1,057,570
 590,147
 2,577,014


July 1, 2017Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets       
United States$571,195
 990,599
 484
 1,562,278
Europe191,397
 4,248
 414,621
 610,266
Russia62,006
 
 22,482
 84,488
Other78,072
 45,452
 72,482
 196,006
 $902,670
 1,040,299
 510,069
 2,453,038
        
Product Categories       
Ceramic & Stone$902,670
 21,499
 
 924,169
Carpet & Resilient
 829,625
 110,836
 940,461
Laminate & Wood
 189,175
 201,258
 390,433
Other (1)

 
 197,975
 197,975
 $902,670
 1,040,299
 510,069
 2,453,038

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


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the Company’s segment revenues disaggregated by the geographical location of customer sales and product categories for the six months ended June 30, 2018 and July 1, 2017:

June 30, 2018Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets       
United States$1,134,722
 1,922,116
 
 3,056,838
Europe398,906
 3,520
 985,528
 1,387,954
Russia115,131
 
 45,982
 161,113
Other157,086
 82,292
 143,933
 383,311
 $1,805,845
 2,007,928
 1,175,443
 4,989,216
        
Product Categories       
Ceramic & Stone$1,805,845
 35,721
 
 1,841,566
Carpet & Resilient
 1,614,725
 261,589
 1,876,314
Laminate & Wood
 357,482
 442,897
 800,379
Other (1)

 
 470,957
 470,957
 $1,805,845
 2,007,928
 1,175,443
 4,989,216

July 1, 2017Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Geographical Markets       
United States$1,116,211
 1,883,204
 1,187
 3,000,602
Europe323,018
 8,283
 826,816
 1,158,117
Russia106,264
 
 40,621
 146,885
Other142,146
 88,309
 137,624
 368,079
 $1,687,639
 1,979,796
 1,006,248
 4,673,683
        
Product Categories       
Ceramic & Stone$1,687,639
 42,847
 
 1,730,486
Carpet & Resilient
 1,562,878
 210,959
 1,773,837
Laminate & Wood
 374,071
 393,179
 767,250
Other (1)

 
 402,110
 402,110
 $1,687,639
 1,979,796
 1,006,248
 4,673,683

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

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.


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Restructuring, acquisition transaction and integration-related costs consisted of the following during the three and six months ended June 30, 2018 and July 1, 2017 and July 2, 2016:2017:

Three Months Ended Six Months EndedThree Months Ended Six Months Ended
July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016June 30, 2018 July 1, 2017 June 30, 2018 July 1, 2017
Cost of sales              
Restructuring costs (a)
$12,165
 2,798
 15,063
 7,824
$9,331
 12,165
 23,421
 15,063
Acquisition integration-related costs863
 (20) 777
 802
2,687
 863
 3,095
 777
Restructuring and integration-related costs$13,028
 2,778
 15,840
 8,626
$12,018
 13,028
 26,516
 15,840
              
Selling, general and administrative expenses              
Restructuring costs (a)
$1,163
 1,473
 1,290
 1,700
$3,798
 1,163
 7,890
 1,290
Acquisition transaction-related costs212
 
 212
 
63
 212
 63
 212
Acquisition integration-related costs1,475
 1,769
 2,514
 2,736
163
 1,475
 3,677
 2,514
Restructuring, acquisition and integration-related costs$2,850
 3,242
 4,016
 4,436
$4,024
 2,850
 11,630
 4,016

(a) The restructuring costs for 20172018 and 20162017 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.

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The restructuring activity for the six months ended July 1, 2017June 30, 2018 is as follows:
Lease
impairments
 Asset write-downs Severance 
Other
restructuring
costs
 Total
Lease
impairments
 Asset write-downs Severance 
Other
restructuring
costs and currency translation
 Total
Balance as of December 31, 2016$
 $
 5,183
 6,243
 11,426
Balance as of December 31, 2017$359
 
 584
 152
 1,095
Provision - Global Ceramic segment492
 
 261
 11
 764

 30
 6,557
 87
 6,674
Provision - Flooring NA segment316
 6,849
 
 6,191
 13,356
236
 684
 4,814
 18,472
 24,206
Provision - Flooring ROW segment
 584
 644
 1,005
 2,233

 
 152
 (74) 78
Provision - Corporate
 
 353
 
 353
Cash payments(213) (124) (4,873) (12,231) (17,441)(335) 
 (7,271) (18,112) (25,718)
Non-cash items
 (7,309) 45
 (88) (7,352)
 (714) (143) (409) (1,266)
Balance as of July 1, 2017$595
 $
 1,260
 1,131
 2,986
Balance as of June 30, 2018$260
 
 5,046
 116
 5,422

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

4.5. Receivables, net

Receivables, net are as follows:
 July 1,
2017
 December 31,
2016
Customers, trade$1,651,769
 1,386,306
Income tax receivable10,139
 8,616
Other69,177
 59,564
 1,731,085
 1,454,486
Less: allowance for discounts, returns, claims and doubtful accounts91,471
 78,335
Receivables, net$1,639,614
 1,376,151

5. Inventories

The components of inventories are as follows:
 July 1,
2017
 December 31,
2016
Finished goods$1,300,104
 1,127,573
Work in process149,229
 137,310
Raw materials416,608
 410,868
Total inventories$1,865,941
 1,675,751
 June 30,
2018
 December 31,
2017
Customers, trade$1,716,748
 1,538,348
Income tax receivable7,959
 9,835
Other91,369
 96,079
 1,816,076
 1,644,262
Less: allowance for discounts, claims and doubtful accounts78,141
 86,103
Receivables, net$1,737,935
 1,558,159


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6. Inventories

The components of inventories are as follows:
 June 30,
2018
 December 31,
2017
Finished goods$1,446,883
 1,326,038
Work in process156,428
 159,921
Raw materials457,893
 462,704
Total inventories$2,061,204
 1,948,663

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 TotalGlobal Ceramic segment Flooring NA segment Flooring ROW segment Total
Balance as of December 31, 2016       
Balance as of December 31, 2017       
Goodwill$1,482,226
 869,764
 1,249,861
 3,601,851
$1,567,872
 869,764
 1,361,248
 3,798,884
Accumulated impairment losses(531,930) (343,054) (452,441) (1,327,425)(531,930) (343,054) (452,441) (1,327,425)
$950,296
 526,710
 797,420
 2,274,426
$1,035,942
 526,710
 908,807
 2,471,459
              
Goodwill recognized or adjusted during the period$59,829
 
 
 59,829
Goodwill recognized during the period$
 
 12,548
 12,548
Currency translation during the period$14,348
 
 68,455
 82,803
$(11,342) 
 (25,619) (36,961)
              
Balance as of July 1, 2017       
Balance as of June 30, 2018       
Goodwill$1,556,403
 869,764
 1,318,316
 3,744,483
$1,556,530
 869,764
 1,348,177
 3,774,471
Accumulated impairment losses(531,930) (343,054) (452,441) (1,327,425)(531,930) (343,054) (452,441) (1,327,425)
$1,024,473
 526,710
 865,875
 2,417,058
$1,024,600
 526,710
 895,736
 2,447,046

Intangible assets not subject to amortization:

    
TradenamesTradenames
Balance as of December 31, 2016$580,147
Balance as of December 31, 2017$644,208
Intangible assets acquired during the period16,196

Currency translation during the period28,656
(13,843)
Balance as of July 1, 2017$624,999
Balance as of June 30, 2018$630,365
 
Intangible assets subject to amortization:

Gross carrying amounts:Customer
relationships
 Patents Other Total
Balance as of December 31, 2016$569,980
 234,022
 6,330
 810,332
Intangible assets recognized or adjusted during the period3,175
 
 
 3,175
Currency translation during the period31,814
 20,158
 291
 52,263
Balance as of July 1, 2017$604,969
 254,180
 6,621
 865,770
        
Accumulated amortization:Customer
relationships
 Patents Other Total
Balance as of December 31, 2016$334,276
 220,598
 999
 555,873
Amortization during the period12,945
 6,404
 32
 19,381
Currency translation during the period17,851
 19,362
 1
 37,214
Balance as of July 1, 2017$365,072
 246,364
 1,032
 612,468
        
Intangible assets subject to amortization, net$239,897
 7,816
 5,589
 253,302
 Three Months Ended Six Months Ended
 July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
Amortization expense$9,322
 9,494
 19,381
 19,058

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Intangible assets subject to amortization:

Gross carrying amounts:Customer
relationships
 Patents Other Total
Balance as of December 31, 2017$625,263
 266,969
 6,825
 899,057
Intangible assets recognized during the period
 
 7
 7
Currency translation during the period(11,108) (7,185) (123) (18,416)
Balance as of June 30, 2018$614,155
 259,784
 6,709
 880,648
        
Accumulated amortization:Customer
relationships
 Patents Other Total
Balance as of December 31, 2017$390,428
 259,908
 1,162
 651,498
Amortization during the period13,875
 1,155
 20
 15,050
Currency translation during the period(7,051) (7,006) (10) (14,067)
Balance as of June 30, 2018$397,252
 254,057
 1,172
 652,481
        
Intangible assets subject to amortization, net$216,903
 5,727
 5,537
 228,167
 Three Months Ended Six Months Ended
 June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Amortization expense$7,483
 9,322
 15,050
 19,381


7.8. Accounts payable and accrued expenses

Accounts payable and accrued expenses are as follows:
July 1,
2017
 December 31,
2016
June 30,
2018
 December 31,
2017
Outstanding checks in excess of cash$11,737
 12,269
$7,325
 8,879
Accounts payable, trade871,438
 729,415
951,200
 810,034
Accrued expenses327,595
 333,942
384,147
 363,919
Product warranties45,080
 46,347
38,973
 39,035
Accrued interest15,257
 20,396
16,725
 22,363
Accrued compensation and benefits195,551
 193,213
191,191
 207,442
Total accounts payable and accrued expenses$1,466,658
 1,335,582
$1,589,561
 1,451,672

8.9. Accumulated other comprehensive income (loss)

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended July 1, 2017June 30, 2018 are as follows:
 Foreign currency translation adjustments Pensions Total
Balance as of December 31, 2016$(825,354) (7,673) (833,027)
Current period other comprehensive income (loss) before reclassifications197,088
 (848) 196,240
Balance as of July 1, 2017$(628,266) (8,521) (636,787)
 Foreign currency translation adjustments Pensions, net of tax Total
Balance as of December 31, 2017$(547,927) (10,600) (558,527)
Current period other comprehensive income(112,829) 223
 (112,606)
Balance as of June 30, 2018$(660,756) (10,377) (671,133)


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9.
10. 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 the FASB 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 1534 restricted stock units ("RSUs") at a weighted average grant-date fair value of $226.85$204.35 per unit for the three and six months ended July 1, 2017.June 30, 2018. The Company granted 182127 RSUs at a weighted average grant-date fair value of $184.88$237.94 per unit for the three andsix months ended June 30, 2018. The Company granted 153 RSUs at a weighted average grant-date fair value of $226.85 per unit for the six months ended July 2, 2016.1, 2017. The Company recognized stock-based compensation costs related to the issuance of RSUs of $13,875$13,645 ($8,41910,097 net of taxes) and $14,470$13,875 ($8,7808,419 net of taxes) for the three months ended June 30, 2018 and July 1, 2017, and July 2, 2016, 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 $23,424$21,593 ($14,21415,979 net of taxes) and $23,520$23,424 ($14,27114,214 net of taxes) for the six months ended June 30, 2018 and July 1, 2017, and July 2, 2016, 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 $37,970$32,114 as of July 1, 2017,June 30, 2018, and will be recognized as expense over a weighted-average period of approximately 1.741.60 years. The Company also recognized stock-based compensation costs related to stock options of $6 ($4 net of taxes) and $27 ($16 net of taxes) for the six months ended July 1, 2017 and July 2, 2016, respectively, which has beenwas allocated to cost of sales and selling, general and administrative expenses.


11. Other expense (income), net

Other expense (income), net is as follows:
 Three Months Ended Six Months Ended
 June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Foreign currency losses (gains), net$3,317
 5,008
 4,722
 2,685
Release of indemnification asset
 
 1,749
 
All other, net(1,227) (2,006) (383) (2,515)
Total other expense, net$2,090
 3,002
 6,088
 170


12. Income Taxes

For the quarter ended June 30, 2018, the Company recorded income tax expense of $118,809 on earnings before income taxes of $316,354 for an effective tax rate of 37.6%, as compared to an income tax expense of $82,682 on earnings before income taxes of $344,430, for an effective tax rate of 24.0% for the quarter ended July 1, 2017. For the six months ended June 30, 2018, the Company recorded income tax expense of $166,441 on earnings before income taxes of $573,227 for an effective tax rate of 29.0% as compared to an income tax expense of $151,040 on earnings before income taxes of $613,844, for an effective tax rate of 24.6% for the six months ended July 1, 2017.

The effective tax rates for the three and six months ended June 30, 2018 were unfavorably impacted by Notice 2018-26, issued by the Department of the Treasury on April 2, 2018, which provided additional guidance on determining the amount of gross income to be recognized by U.S. taxpayers under the deemed repatriation of previously deferred foreign earnings. The effective tax rates for the three and six months ended June 30, 2018 were favorably impacted by tax reforms in Belgium and the U.S., which reduced the statutory rates from 33.99% to 29.58%, and 35% to 21%, respectively. The effective tax rates for the three and six months ended July 1, 2017 were favorably impacted by discrete items that occurred in the quarter ended July 1, 2017.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided guidance on accounting for the income tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date of the TCJA for companies to complete the accounting under ASC 740, Income Taxes ("ASC 740"). In accordance with SAB 118, a company must (1) reflect the income tax effects of those aspects of TCJA for which the accounting under ASC 740 is complete, (2) record a provisional estimate for those aspects of TCJA for which the accounting is incomplete but a reasonable estimate can be made, and/or (3) continue to apply ASC 740 on the basis of the provisions of tax laws in effect immediately before the enactment of the TCJA if no reasonable estimate can be made. The Company has not completed

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10. Other expense (income) expense, netits accounting for the income tax effects of the TCJA but this will be completed within the one-year time period permitted by SAB 118.

OtherAs disclosed in its December 31, 2017 10-K, the Company was able to make reasonable estimates and recorded a provisional amount in 2017 for the reduction of the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. This estimate may be affected in future periods by other analysis to the TCJA, including, but not limited to, calculations of deemed repatriation of deferred foreign income and the state tax effect, expenditures that qualify for immediate expensing, and amounts limited for payments to covered employees. The Company analyzed Notice 2018-26, and has recorded $54,674 of additional net tax expense (income)resulting from an increase of $100,865 for estimated Deemed Repatriation Transition Tax ("Transition Tax"), netand decreases of $27,485 and $18,706 for reversals of unrecognized tax liabilities and transaction tax liabilities, respectively, during the quarter ended June 30, 2018.
The Transition Tax is a tax on previously untaxed earnings and profits (“E&P”) of certain foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant foreign subsidiaries, as follows:well as the amount of non-U.S. income tax paid on such earnings. The Company made a provisional estimate of the Transition Tax obligation in 2017 and updated the provisional amount in the second quarter of 2018; however, the Company is continuing to gather additional information to compute a more precise amount. As of June 30, 2018 and December 31, 2017, the Company has a liability of $206,030 and $105,165, respectively, related to Transition Tax and will elect to pay the transition tax liability over the 8-year deferral period, with 8% due in each of the first five years, 15% in the sixth year, 20% in the seventh year, and 25% in the eighth year. As of June 30, 2018, $17,522 of the Transition Tax obligation is recorded in accounts payable and accrued expenses, with the remaining $188,508 recorded in other long-term liabilities within the accompanying condensed consolidating balance sheets.

 Three Months Ended Six Months Ended
 July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
Foreign currency losses (income), net$5,008
 (1,665) 2,685
 3,377
All other, net(2,006) (4,142) (2,515) (5,755)
Total other expense (income), net$3,002
 (5,807) 170
 (2,378)
Because of the complexity of the new Global Intangible Low-Taxed Income (“GILTI”) rules, the Company is continuing to evaluate this provision of the TCJA and the application of ASC 740. Accordingly, the accounting is incomplete, and the Company is not yet able to make reasonable estimates of the effects; therefore, no provisional estimates were recorded. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company’s selection of an accounting policy with respect to the new GILTI tax rules will depend on complex calculations that the Company is unable to reasonably estimate at this time.

The Company will continue to evaluate the interpretations of the TCJA, the assumptions made within the calculations, and future guidance that may be issued to determine the impact, if any, on these provisional calculations, which may materially change the Company’s tax determinations.

11.13. Earnings per share

Basic earnings per common share is computed by dividing net earnings from continuing operations attributableavailable to Mohawk Industries, Inc.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 attributableavailable to Mohawk Industries, Inc.common stockholders and weighted averageweighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share is as follows:


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

    
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Net earnings attributable to Mohawk Industries, Inc.$260,681
 255,188
 461,235
 426,736
$196,586
 260,681
 405,352
 461,235
Accretion of redeemable noncontrolling interest (a)

 
 (305) 
Net earnings available to common stockholders$196,586
 260,681
 405,047
 461,235
              
Weighted-average common shares outstanding-basic and diluted:              
Weighted-average common shares outstanding—basic74,327
 74,123
 74,269
 74,049
74,597
 74,327
 74,525
 74,269
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net474
 451
 504
 477
340
 474
 403
 504
Weighted-average common shares outstanding-diluted74,801
 74,574
 74,773
 74,526
74,937
 74,801
 74,928
 74,773
              
Earnings per share attributable to Mohawk Industries, Inc.              
Basic$3.51
 3.44
 6.21
 5.76
$2.64
 3.51
 5.44
 6.21
Diluted$3.48
 3.42
 6.17
 5.73
$2.62
 3.48
 5.41
 6.17

(a) Represents the accretion of the Company's redeemable noncontrolling interest to redemptive value resulting from the May 12, 2015 purchase of approximately 90% of all outstanding shares of the KAI Group. The Company has had the option to call and the holder the option to put this noncontrolling interest since May 12, 2018.


12.14. Segment reporting

The Company has three reporting segments: the Global Ceramic segment, the Flooring NA segment and the Flooring ROW segment. 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 and Russia through its network of regional distribution centers and Company-operated service centers. The segment’s product lines are sold through Company-operated service centers, independent distributors, home center retailers, tile and flooring retailers and contractors. The Flooring NA segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet pad, hardwood, laminate and vinyl products, including LVT, which it distributes through its network of regional distribution centers and satellite warehouses using company-operated trucks, common carrier or rail transportation. The segment’s product lines are sold through various selling channels, including independent floor covering retailers, home centers, mass merchandisers, department stores, shop at home, buying groups, commercial dealers and commercial end users. The Flooring ROW segment designs, manufactures, sources, licenses and markets laminate, hardwood flooring, roofing elements, insulation boards, medium-density fiberboard, chipboards, sheet vinyl and LVT, which it distributes primarily in Europe and Russia through various selling channels, which include retailers, independent distributors and home 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

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and administrative expenses attributable to each segment are estimated and allocated accordingly. Segment performance is evaluated based on operating income.

Segment information is as follows:
 Three Months Ended Six Months Ended
 July 1,
2017
 July 2,
2016
 July 1,
2017
 July 2,
2016
Net sales:       
Global Ceramic segment$902,670
 829,794
 1,687,639
 1,603,520
Flooring NA segment1,040,299
 980,693
 1,979,795
 1,887,057
Flooring ROW segment510,069
 499,849
 1,006,249
 991,805
Intersegment sales
 
 
 
 $2,453,038
 2,310,336
 4,673,683
 4,482,382
Operating income (loss):       
Global Ceramic segment$152,557
 140,606
 268,593
 240,383
Flooring NA segment127,482
 118,946
 219,624
 194,297
Flooring ROW segment86,052
 101,062
 162,147
 180,599
Corporate and intersegment eliminations(10,266) (9,922) (19,755) (18,915)
 $355,825
 350,692
 630,609
 596,364
 July 1,
2017
 December 31,
2016
Assets:   
Global Ceramic segment$4,736,068
 4,024,859
Flooring NA segment3,625,350
 3,410,856
Flooring ROW segment2,984,716
 2,689,592
Corporate and intersegment eliminations243,357
 105,289
 $11,589,491
 10,230,596



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.Segment information is as follows:
 Three Months Ended Six Months Ended
 June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Net sales:       
Global Ceramic segment$929,297
 902,670
 1,805,845
 1,687,639
Flooring NA segment1,057,570
 1,040,299
 2,007,928
 1,979,795
Flooring ROW segment590,147
 510,069
 1,175,443
 1,006,249
Intersegment sales
 
 
 
 $2,577,014
 2,453,038
 4,989,216
 4,673,683
Operating income (loss):       
Global Ceramic segment$134,760
 152,557
 248,177
 268,593
Flooring NA segment100,662
 127,482
 175,410
 219,624
Flooring ROW segment100,166
 86,052
 189,226
 162,147
Corporate and intersegment eliminations(9,281) (10,266) (18,107) (19,755)
 $326,307
 355,825
 594,706
 630,609
 June 30,
2018
 December 31,
2017
Assets:   
Global Ceramic segment$4,974,791
 4,838,310
Flooring NA segment3,927,190
 3,702,137
Flooring ROW segment3,701,419
 3,245,424
Corporate and intersegment eliminations290,639
 308,982
 $12,894,039
 12,094,853



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15. 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 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 perfluorinated compounds, 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 have opposed the Gadsden Water Board’s motion. The parties awaitfederal court granted Gadsden Water Board's motion for remand. On October 24, 2017, the Company appealed the federal court's determination that co-defendant Industrial Chemicals, Inc. ("ICI") was properly joined as a ruling fromparty to the case. On February 22, 2018, the Court of Appeals dismissed the appeal for lack of jurisdiction. ICI's presence in the case deprives the federal court onof jurisdiction over the motion to remand.case.

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, 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. Thecourt, and the defendants will opposeopposed the Centre Water Board’s motion. The federal court granted Centre Water Board's motion for remand. On December 6, 2017, the Company appealed the federal court's determination that co-defendant ICI was properly joined as a party to that case as well. On January 31, 2018, the Court of Appeals dismissed the appeal for lack of jurisdiction.  ICI's presence in the case deprives the federal court of jurisdiction over the case.

The Company filed a motion to dismiss in the Centre Water Board case on November 30, 2017 and a motion for judgment on the pleadings in the Gadsden Water Board case on October 25, 2017.  Both motions argued that the courts did not have personal jurisdiction over the Company and that the complaints failed to state a claim on which relief could be granted.  The Centre Water Board court denied the motion on May 15, 2018.  On June 19, 2018, the Company filed a petition to the Alabama Supreme Court, seeking a ruling that the trial court erred in denying the motion to dismiss on the personal jurisdiction argument.  That petition remains pending.  The motion for judgment on the pleadings in the Gadsden Water Board case also remains pending.

The Company has never manufactured perfluorinated compounds but purchased them for use in the manufacture of its carpets prior to 2007. The Gadsden and Centre Water Boards are not alleging that chemical levels in the Company’s wastewater discharge exceeded legal limits. Instead, the Gadsden and Centre Water Boards are seeking lost profits based on allegations that their customers decreased water purchases, as well as reimbursement for the cost of a filter and punitive damages.

The Company intends to pursue all available defenses related to these matters.  The Company does not believe that the ultimate outcome of this case will have a material adverse effect on its financial condition, but there can be no assurances at this stage that the outcome will not have a material adverse effect on the Company’s results of operations, liquidity or cash flows in a given period.  Furthermore, the Company cannot predict whether any additional civil or regulatory actions against it may arise from the allegations in this matter.


Belgian Tax Matter

In January 2012, the Company received a €23,789 assessment from the Belgian tax authority related to its year ended December 31, 2008, asserting that the Company had understated its Belgian taxable income for that year. The Company filed a formal protest in the first quarter of 2012 refuting the Belgian tax authority's position. The Belgian tax authority set aside the assessment in the third quarter of 2012 and refunded all related deposits, including interest income of €1,583 earned on such deposits. However, on October 23, 2012, the Belgian tax authority notified the Company of its intent to increase the Company's taxable income for the year ended December 31, 2008 under a revised theory. On December 28, 2012, the Belgian tax authority issued assessments for the years ended December 31, 2005 and December 31, 2009, in the amounts of €46,135 and €35,567, respectively, including penalties, but excluding interest.

The Company filed a formal protest during the first quarter of 2013 relating to the new assessments. In September 2013, the Belgian tax authority denied the Company's protests, and the Company has brought these two years before the Court of First Appeal in Bruges. In December 2013, the Belgian tax authority issued additional assessments related to the years ended December 31, 2006, 2007, and 2010, in the amounts of €38,817, €39,635, and €43,117, respectively, including penalties, but excluding interest. The Company filed formal protests during the first quarter of 2014, refuting the Belgian tax authority's position for each of the years assessed. In the quarter ended June 28, 2014, the Company received a formal assessment for the year ended December 31, 2008, totaling €30,131, against which the Company also submitted its formal protest. All 4 additional years werehave been brought before the Court of First Appeal in November 2014. In January of 2015, the Company met with the Court of First Appeal in Bruges, Belgium and agreed with the BelgianBelgium tax authorities to consolidate and argue the issues regarding the years 2005 and 2009, and

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apply the ruling to all of the open years (to the extent there are no additional facts/procedural arguments in the other years). In May 2017, the statute of limitation was extended to include the calendar year 2011.

On January 27, 2016, the Court of First Appeal in Bruges, Belgium ruled in favor of the Company with respect to the calendar years ending December 31, 2005 and December 31, 2009. On March 9, 2016, the Belgian tax authority lodged its Notification of Appeal with the Ghent Court of Appeal.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
First Appeal in Bruges, Belgium again 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 Company has now received positive rulings from the Court of First Appeal in Bruges on all calendar years 2005 through 2010, inclusive.

The Company disagreescontinues 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.

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 we arethe Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. Although there can be no assurances, theThe 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.

14.16. Debt

Senior Credit Facility

On March 26, 2015, the Company amended and restated its 2013 Senior Credit Facilitysenior 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 (as amended and restated, the "2015 Senior Credit Facility"). The 2015 Senior Credit Facility eliminated certain provisions in 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; 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 Company amended the 2015 Senior Credit Facility to, among other things, carve out from the general limitation on subsidiary indebtedness with respect to 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 Marchthe first half of 2017, the Company amended the 2015 Senior Credit Facility to extend the maturity date from March 26, 2021 to March 26, 2022 with respect to all but $75,000 of the total amount committed under the 2015 Senior Credit Facility. In April 2017 and June 2017, the Company extended the maturity for the remaining $75,000 to March 26, 2022.

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 July 1, 2017)June 30, 2018), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or a monthly LIBOR rate plus 1.0%, plus an applicable margin ranging between 0.00% and 0.75% (0.125% as of July 1, 2017)June 30, 2018). 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% to 0.225% per annum (0.125% as of July 1, 2017)June 30, 2018). 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

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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.

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

The Company paid financing costs of $567 in connection with the extension of its 2015 Senior Credit Facility from March 26, 2021 to March 26, 2022. These costs were deferred and, along with unamortized costs of $6,873 are being amortized over the term of the 2015 Senior Credit Facility.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of July 1, 2017,June 30, 2018, amounts utilized under the 2015 Senior Credit Facility included $48,773$59,233 of borrowings and $32,312$55,220 of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of $1,544,832$1,069,208 under the Company's U.S. and European commercial paper programs as of July 1, 2017June 30, 2018 reduce the availability of the 2015 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized $1,625,917$1,183,661 under the 2015 Senior Credit Facility resulting in a total of $174,083$616,339 available as of July 1, 2017.June 30, 2018.
    
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 commercial paper programs may not exceed $1,800,000 (less any amounts drawn on the 2015 Credit Facility) at any time.

The proceeds from the issuance of commercial paper notes will beare available for general corporate purposes. As of July 1, 2017,June 30, 2018, there was $478,790$508,460 outstanding under the U.S. program, and the euro equivalent of $1,066,042$560,748 was outstanding under the European program. The weighted-average interest rate and maturity period for the U.S. program were 1.36%2.36% and 7.5626.18 days, respectively. The weighted average interest rate and maturity period for the European program were (0.18)(0.20)% and 30.4326.53 days, respectively.

Senior Notes
On May 18, 2018, 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 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 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 $800 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 pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 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 2019 Floating Rate Notes is 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 June 9, 2015, the Company issued €500,000 aggregate principal amount of 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

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and future unsecured indebtedness. Interest on the 2.00% Senior Notes is payable annually in cash on January 14 of each year. 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 due February 1, 2023. The 3.85% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all 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.

On January 17, 2006,As defined in the Company issued $900,000 aggregate principal amountrelated agreements, the Company's senior notes contain covenants, representations and warranties and events of 6.125% Senior Notes due January 15, 2016. During 2014,default, subject to exceptions, and restrictions on the Company purchased for cash $254,445 aggregate principal amountCompany’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 its outstanding 6.125% Senior Notes due January 15, 2016. On January 15, 2016, the Company paid the remaining $645,555 outstanding principalnotes to require repayment upon a change of its 6.125% Senior Notes (plus accrued but unpaid interest) utilizing cash on hand and borrowings under its U.S. commercial paper program.control triggering event.

        
Accounts Receivable Securitization

On December 19, 2012, the Company entered into a three-year on-balance sheet trade accounts receivable securitization agreement (the "Securitization Facility"). On September 11, 2014, the Company made certain modifications to its Securitization Facility, which modifications, among other things, increased the aggregate borrowings available under the facility from $300,000 to $500,000 and decreased the interest margins on certain borrowings. On December 10, 2015, the Company amended the terms of the Securitization Facility, reducing the applicable margin and extending the termination date from December 19, 2015 to December 19, 2016. The Company further amended the terms of the Securitization Facility on December 13, 2016, extending the termination date to December 19, 2017. The Company paid financing costs of $250 in connection with this extension. These costs were deferred and are being amortized over the remaining term of the Securitization Facility.


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Under the terms of the Securitization Facility, certain subsidiaries of the Company sell at a discount certain of their trade accounts receivable (the “Receivables”) to Mohawk Factoring, LLC (“Factoring”) on a revolving basis. Factoring is a wholly owned, bankruptcy remote subsidiary of the Company, meaning that Factoring is a separate legal entity whose assets are available to satisfy the claims of the creditors of Factoring only, not the creditors of the Company or the Company’s other subsidiaries.  To fund such purchases, Factoring may borrow up to $500,000 based on the amount of eligible Receivables owned by Factoring, and Factoring has granted a security interest in all of such Receivables to the third-party lending group as collateral for such borrowings.  Amounts loaned to Factoringborrowed under the Securitization Facility bearbore interest at LIBOR plus an applicable margin of 0.70% per annum. Factoring also paysannum and the borrower paid a commitment fee at a per annum rate of 0.30% on the unused amount of each lender’s commitment. AsOn December 10, 2015, the Company extended the termination date to December 19, 2016, and on December 13, 2016, the Company extended the termination date to December 19, 2017. The Company paid financing costs of July 1, 2017,$250 in connection with the amount utilized undersecond extension. These costs were deferred and are being amortized over the remaining term of the Securitization Facility. The Securitization Facility was $150,000.expired in accordance with its terms on December 19, 2017.

The fair values and carrying values of our debt instruments are detailed as follows:
July 1, 2017 December 31, 2016June 30, 2018 December 31, 2017
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$621,852
 600,000
 615,006
 600,000
2.00% Senior Notes, payable January 14, 2022; interest payable annually598,749
 571,298
 556,460
 525,984
3.85% senior notes, payable February 1, 2023; interest payable semiannually$606,348
 600,000
 622,752
 600,000
2.00% senior notes, payable January 14, 2022; interest payable annually614,936
 584,112
 634,193
 600,096
Floating Rate Notes, payable September 11, 2019, interest payable quarterly351,115
 350,467
 360,807
 360,058
Floating Rate Notes, payable May 18, 2020, interest payable quarterly349,437
 350,467
 
 
U.S. commercial paper478,790
 478,790
 283,800
 283,800
508,460
 508,460
 228,500
 228,500
European commercial paper1,066,042
 1,066,042
 536,503
 536,503
560,748
 560,748
 912,146
 912,146
2015 Senior Credit Facility48,773
 48,773
 60,672
 60,672
59,233
 59,233
 62,104
 62,104
Securitization facility, due December 19, 2017150,000
 150,000
 500,000
 500,000
Capital leases and other19,727
 19,727
 11,643
 11,643
23,189
 23,189
 6,934
 6,934
Unamortized debt issuance costs(6,113) (6,113) (7,117) (7,117)(6,142) (6,142) (6,260) (6,260)
Total debt2,977,820
 2,928,517
 2,556,967
 2,511,485
3,067,324
 3,030,534
 2,821,176
 2,763,578
Less current portion of long term debt and commercial paper1,754,077
 1,754,077
 1,382,738
 1,382,738
Less current portion of long-term debt and commercial paper1,145,481
 1,146,511
 1,203,683
 1,203,683
Long-term debt, less current portion$1,223,743
 1,174,440
 1,174,229
 1,128,747
$1,921,843
 1,884,023
 1,617,493
 1,559,895

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.

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

Overview

Mohawk Industries, Inc. (“Mohawk” or the “Company”) is a leading global flooring manufacturer that creates products to enhance residential and commercial spaces around the world. The Company's vertically integrated manufacturing and distribution processes provide competitive advantages in carpet, rugs, ceramic tile, laminate, wood, stone, luxury vinyl tile ("LVT") and vinyl flooring. The Company's industry-leading innovation develops products and technologies that differentiate its brands in the marketplace and satisfy all flooring related remodeling and new construction requirements. The Company's brands are among the most recognized in the industry and include American Olean®, Daltile®, Durkan®, IVC®, Karastan®, Marazzi®, Mohawk®, Pergo®, Quick-Step® and Unilin®. The Company has transformed its business from an American carpet manufacturer into the world's largest flooring company with operations in Australia, Brazil,Canada, Europe, India, Malaysia, Mexico, New Zealand, Russia and the United States. The Company had annual net sales in 2016 of $9.0 billion.

The Company has 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 and Russia through various selling channels, which include company-owned stores, independent distributors and home centers. The segment’s product lines are sold through Company-operated service centers, independent distributors, home center retailers, tile and flooring retailers and contractors. The Flooring NA segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet pad, hardwood, laminate and vinyl products, including LVT, which it distributes through its network of regional distribution centers and satellite warehouses using Company-operated trucks, common carrier or rail transportation. The segment’s product lines are sold through various selling channels, including independent floor covering retailers, distributors, home centers, mass merchandisers, department stores, shop at home, buying groups, commercial contractors and commercial end users. The Flooring ROW segment designs, manufactures, sources, licenses and markets laminate, hardwood flooring, roofing elements, insulation boards, medium-density fiberboard ("MDF"), chipboards, other wood products and vinyl products, including LVT, which it distributes primarily in Europe and Russia through various selling channels, which include retailers, independent distributors and home centers.

The Company is a significant participant in every major product category across the global flooring industry.   During 2016 industry sales of tile, LVT, sheet vinyl, laminate and wood grew faster than sales of carpet and rugs. Inside the soft surface category, sales of polyester carpets are increasing, which decreases the average selling price in the soft surface category. The Company believes that it is well positioned in all product types to satisfy these changes in customer trends.
A majority of the Company’s sales and long-lived assets are located in the United States and Europe. The Company expects continued strong performancegrowth in the United States market if residential housing starts and remodeling continuescontinue to improve.grow. The Company also has operations in Europe, MexicoRussia and Russiaother parts of the world where the Company is growing market share, especially in its ceramic tile product lines. The Company expects second quarter sales growth to continue on a local basis andin 2018 despite decreased revenues from IP contracts that expired during 2017. This decrease in IP contract revenue is projected to result in a reduction of operating income should improve despite inflation, expiring patents and a weaker British Pound.of $35-$40 million. The Company is also implementing product price increases across the enterprise due to escalating material costs.

In 2017, the Company invested over $900 million in capital projects to expand capacities, differentiate products, and improve productivity.  In 2018, the Company plans to invest an additional $780.0 million in its existing businesses to complete projects that were begun in 2017 and to commence new initiatives resulting in $30-$35 million of increased start-up costs. 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, Bulgaria and Russia; luxury laminate in the U.S., Europe and Russia; carpet tile in Europe; sheet vinyl in Russia; and countertops in the U.S. and Europe. 

For the three months ended July 1, 2017,June 30, 2018, net earnings attributable to the Company were $260.7$196.6 million, or diluted earnings per share (“EPS”("EPS") of $3.48,$2.62, compared to the net earnings attributable to the Company of $255.2$260.7 million, or diluted EPS of $3.42,$3.48 for the three months ended July 2, 2016. For the six months ended July 1, 2017, net2017. Net earnings attributable to the Company were $461.2$405.4 million, or diluted earnings per share (“EPS”)EPS of $6.17,$5.41 for the six months ended June 30, 2018 compared to the net earnings attributable to the Company of $426.7$461.2 million, or diluted EPS of $5.73,$6.17 for the six months ended July 2, 2016.1, 2017. The increasedecrease in diluted EPS for the three and six months ended July 1, 2017 was primarily attributable to higher inflation and startup costs, increased income tax expense, and decreased sales volumes, savings from capital investments and cost reduction initiatives,volume, partially offset by the favorable net impact of price and product mix lower interest rates and savings from capital investments and cost reduction initiatives.
For the favorable impactsix months ended June 30, 2018, the Company generated $621.0 million of cash from operating activities. As of June 30, 2018, the Company had cash and cash equivalents of $518.2 million, of which $22.6 million was in the United States and $495.7 million was in foreign exchange rates on transactions, partially offset by higher input costs, increased employee costs, costs associated with investmentscountries. The increase in new product development, sales personnel, and marketing, andcash in foreign countries was due to the unfavorable impact of higher restructuring,pending Godfrey Hirst acquisition and integration-related, and other costs.discussed below.

Recent Events

On April 4,November 20, 2017, the Company completedannounced that it agreed to acquire Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending Mohawk's global position. The acquisition of Emilclosed on July 2, 2018 for approximately $186.2 million. The Company also acquired three additional businesses during the second quarter of 2017 for approximately $63.4 million.

A$556.0 million ($411.9 million equivalent at June 30, 2018).



Results of Operations

Quarter Ended July 1, 2017,June 30, 2018, as compared with Quarter Ended July 2, 20161, 2017

Net sales

Net sales for the three months ended July 1, 2017June 30, 2018 were $2,453.0$2,577.0 million, reflecting an increase of $142.7$124.0 million, or 6.2%5.1%, from the $2,310.3$2,453.0 million reported for the three months ended July 2, 2016.1, 2017. The increase was primarily attributable to the net impact of favorable foreign exchange rates of approximately $48 million, or 2%, the favorable net impact of price and product mix of approximately $40 million, or 2%, and higher sales volume of approximately $36 million, or 1%.

Global Ceramic segment—Net sales increased $26.6 million, or 2.9%, to $929.3 million for the three months ended June 30, 2018, compared to $902.7 million for the three months ended July 1, 2017. The increase was primarily attributable to higher sales volume of approximately $109 million, or 5%, which includes legacy sales volume of approximately $84 million and sales volume attributable to acquisitions of approximately $48 million, offset by the unfavorable impact of fewer shipping days in the second quarter of 2017 of approximately $23 million. Also contributing to the increase in sales was the favorable net impact of price and product mix of approximately $46$15 million, or 2%, partially offset byand the net impact of unfavorablefavorable foreign exchange rates of approximately $12 million.

Global Ceramic segment—Net sales increased $72.9 million, or 8.8%, to $902.7 million for the three months ended July 1, 2017, compared to $829.8 million for the three months ended July 2, 2016. The increase was primarily attributable to higher sales volume of approximately $60 million, or 7%, which includes legacy sales volume of approximately $18 million and sales volume attributable to acquisitions of approximately $48 million, offset by the unfavorable impact of fewer shipping days in the second quarter of 2017 of approximately $6 million. Also contributing to the increase in sales was the favorable net impact of price and product mix of approximately $11 million, or 1%.

Flooring NA segment—Net sales increased $59.6$17.3 million, or 6.1%1.7%, to $1,057.6 million for the three months ended June 30, 2018, compared to $1,040.3 million for the three months ended July 1, 2017, compared to $980.7 million for the three months ended July 2, 2016.2017. The increase was primarily attributable to higher sales volume of approximately $39 million, or 4%, and the favorable net impact of price and product mix of approximately $21 million, or 2%.and higher sales volume.

Flooring ROW segment—Net sales increased $10.2$80.1 million, or 2.0%15.7%, to $590.1 million for the three months ended June 30, 2018, compared to $510.1 million for the three months ended July 1, 2017, compared to $499.8 million for the three months ended July 2, 2016.2017. The increase was primarily attributable to higher sales volumethe net impact of favorable foreign exchange rates of approximately $11$37 million, or 2%7%, despite a decline in patent revenue, and includes the unfavorable impact of fewer shipping days in the second quarter of 2017 of approximately $17 million, and the favorable impact of price and product mix of approximately $15$25 million, or 3%5%, partially offset by the net impact of unfavorable foreign exchange ratesand higher sales volume of approximately $15$18 million, or 3%.

Gross profit

Gross profit for the three months ended July 1, 2017June 30, 2018 was $779.1$766.6 million (31.8%(29.7% of net sales), an increasea decrease of $23.5$12.6 million or 3.1%1.6%, compared to gross profit of $755.6$779.1 million (32.7%(31.8% of net sales) for the three months ended July 2, 2016.1, 2017. As a percentage of net sales, gross profit decreased 90202 basis points. The increasedecrease in gross profit dollars was primarily attributable to higher sales volumeinflation costs of approximately $31$58 million, including increased material costs of approximately $34 million, and approximately $7 million of startup costs associated with large investments to expand sales, add product categories and enter new markets, partially offset by the favorable net impact of price and product mix of approximately $23 million, savings from capital investments and cost reduction initiatives of approximately $38$12 million, the net impact of favorable foreign exchange rates of approximately $11 million, and the favorable net impact of price and product mix of approximately $39 million, partially offset by higher input costs of approximately $58 million, including increased material costs of approximately $41 million, the unfavorable impact of higherlower restructuring, acquisition and integration-related, and other costs of approximately $20 million, the net impact of unfavorable foreign exchange rates of approximately $3 million, and investments in expansion of production capacity of approximately $3$10 million.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended July 1, 2017June 30, 2018 were $423.3$440.2 million (17.3%(17.1% of net sales), an increase of $18.4$16.9 million compared to $404.9$423.3 million (17.5%(17.3% of net sales) for the three months ended July 2, 2016.1, 2017. As a percentage of net sales, selling, general and administrative expenses decreased 2017 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately $18 million of costs due to higher sales volume and approximately $7 million of costs associated with investments in new product development, sales personnel, and marketing, partially offset by savings from capital investments and cost reduction initiatives of approximately $7 million.


Operating income

Operating income for the three months ended July 1, 2017 was $355.8 million (14.5% of net sales) reflecting an increase of $5.1 million, or 1.5%, compared to operating income of $350.7 million (15.2% of net sales) for the three months ended July 2, 2016. The increase in operating income was primarily attributable to savings from capital investments and cost reduction initiatives of approximately $44 million, the favorable net impact of price and product mix of approximately $38 million, and increased sales volume of approximately $13 million, partially offset by higher input costs of approximately $58 million, including increased material costs of approximately $41 million, approximately $7 million of costs associated with investments in new product development, sales personnel, and marketing, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $19 million, the net impact of unfavorable foreign exchange rates of approximately $2$7 million, and investments in expansion of production capacity of approximately $3 million.

Global Ceramic segment—Operating income was $152.6 million (16.9% of segment net sales) for the three months ended July 1, 2017 reflecting an increase of $12.0 million compared to operating income of $140.6 million (16.9% of segment net sales) for the three months ended July 2, 2016. The increase in operating income was primarily attributable to savings from capital investments and cost reduction initiatives of approximately $19 million, increased sales volume of approximately $14 million, the favorable net impact of price and product mix of approximately $5 million, and the net impact of favorable exchange rates of approximately $2 million, partially offset by higher inputinflation costs of approximately $11 million, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $10$4 million, and approximately $3 million of costs associated with investments in new product development, sales personnel and marketing.

Operating income

Operating income for the three months ended June 30, 2018 was $326.3 million (12.7% of net sales) reflecting a decrease of $29.5 million, or 8.3%, compared to operating income of $355.8 million (14.5% of net sales) for the three months ended July 1, 2017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $62 million, including increased material costs of approximately $34 million, and approximately $8 million of startup costs associated with large investments to expand sales, add product categories, and enter new markets, partially offset by the favorable net impact of price and product mix of approximately $23 million, savings from capital investments and cost reduction initiatives of approximately $12 million, and approximately $9 million due to the favorable impact of lower restructuring, acquisition and integration-related, and other costs.

Global Ceramic segment—Operating income was $134.8 million (14.5% of segment net sales) for the three months ended June 30, 2018 reflecting a decrease of $17.8 million compared to operating income of $152.6 million (16.9% of segment net sales)

for the three months ended July 1, 2017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $25 million, and the unfavorable net impact of price and product mix of approximately $6 million, partially offset by savings from capital investments and cost reduction initiatives of approximately $9 million, and approximately $5 million due to the favorable impact of lower restructuring, acquisition and integration-related, and other costs.

Flooring NA segment—Operating income was $100.7 million (9.5% of segment net sales) for the three months ended June 30, 2018 reflecting a decrease of $26.8 million compared to operating income of $127.5 million (12.3% of segment net sales) for the three months ended July 1, 20172017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $30 million, including increased material costs of approximately $23 million, and a decline in the savings from capital investments and costs reduction initiatives of approximately $3 million, partially offset by the favorable net impact of price and product mix of approximately $7 million.

Flooring ROW segment—Operating income was $100.2 million (17.0% of segment net sales) for the three months ended June 30, 2018 reflecting an increase of $8.5$14.1 million compared to operating income of $118.9$86.1 million (12.1%(16.9% of segment net sales) for the three months ended July 2, 2016.1, 2017. The increase in operating income was primarily attributable to the favorable net impact of price and product mix of approximately $20 million, savings from capital investments and cost reduction initiatives of approximately $12 million, and increased sales volumes of approximately $6 million, partially offset by higher input costs of approximately $22 million, including increased material costs of approximately $17 million, and the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $6 million.

Flooring ROW segment—Operating income was $86.1 million (16.9% of segment net sales) for the three months ended July 1, 2017 reflecting a decrease of $15.0 million compared to operating income of $101.1 million (20.2% of segment net sales) for the three months ended July 2, 2016. The decrease in operating income was primarily attributable to higher input costs of approximately $23 million, including increased material costs of approximately $22 million, approximately $7 million in decreased sales volumes, primarily attributable to lower patent revenue, the net impact of unfavorable exchange rates of approximately $5 million, investments in new product development, sales personnel and marketing of approximately $3 million and the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $3 million. These decreases in operating income were partially offset by the favorable net impact of price and product mix of approximately $14 million, and savings from capital investments and cost reduction initiatives of approximately $13 million.$6 million, partially offset by higher inflation costs of approximately $8 million, and approximately $5 million of startup costs associated with large investments to expand sales, add product categories, and enter new markets.

Interest expense

Interest expense was $7.9 million for the three months ended June 30, 2018, reflecting a decrease of $0.5 million compared to interest expense of $8.4 million for the three months ended July 1, 2017, reflecting a decrease of $2.0 million compared to interest2017.

Other expense, of $10.4net

Other expense, net was $2.1 million for the three months ended July 2, 2016. The decrease was primarily attributableJune 30, 2018, reflecting an favorable change of $0.9 million compared to a shift in the Company's borrowings to lower interest rate instruments.

Other (income)other expense, net

Other expense was of $3.0 million for the three months ended July 1, 2017, reflecting an unfavorable change of $8.8 million compared to other income of $5.8 million for the three months ended July 2, 2016.2017. The change was primarily attributable to the unfavorableincreased favorable impact of foreign exchange rates on transactions.transactions in the current year.

Income tax expense

For the three months ended July 1, 2017,June 30, 2018, the Company recorded income tax expense of $118.8 million on earnings before income taxes of $316.4 million for an effective tax rate of 37.6%, as compared to income tax expense of $82.7 million on earnings before income taxes of $344.4 million, for an effective tax rate of 24.0%, as compared to an income tax expense of $90.0 million on earnings before income taxes of $346.1 million, for an effective tax rate of 26.0% for the three months ended July 2, 2016.1, 2017. The difference in the effective tax rate for 2018 was unfavorably impacted by Notice 2018-26, issued by the comparative period is dueDepartment of the Treasury on April 2, 2018, which provided additional guidance on determining the amount of gross income to a discrete benefit related to Italian acquisition planning elections, partially offsetbe recognized by an unrelated changeU.S. taxpayers under the deemed repatriation of previously deferred foreign earnings. The 2018 effective tax rate was favorably impacted by tax reforms in Italian tax lawBelgium and the geographic dispersion of earningsU.S., which reduced the statutory rates from 33.99% to 29.58%, and losses for35% to 21%, respectively. The 2017 effective tax rate was favorably impacted by discrete items that occurred in the periods.quarter ended July 1, 2017.


Six Months Ended July 1, 2017,June 30, 2018, as compared with Six Months Ended July 2, 20161, 2017

Net sales

Net sales for the six months ended July 1, 2017June 30, 2018 were $4,673.7$4,989.2 million, reflecting an increase of $191.3$315.5 million, or 4.3%6.8%, from the $4,482.4$4,673.7 million reported for the six months ended July 2, 2016.1, 2017. The increase was primarily attributable to higher sales volume of approximately $159$93 million, or 4%2%, which includes legacy sales volume of approximately $111 million and sales volume attributable to acquisitions of approximately $48$47 million. Also contributing to the increase in sales was the net impact of favorable foreign exchange rates of approximately $147 million, or 3%, and the favorable net impact of price and product mix of approximately $62$76 million, or 1%, partially offset by the net impact of unfavorable foreign exchange rates of approximately $31 million, or 1%2%.

Global Ceramic segment—Net sales increased $84.1$118.2 million, or 5.2%7.0%, to 1,687.6$1,805.8 million for the six months ended June 30, 2018, compared to $1,687.6 million for the six months ended July 1, 2017, compared to $1,603.5 million for the six months ended July 2, 2016.2017. The increase was primarily attributable to higher sales volume of approximately $63$84 million, or 4%5%, which includes legacy sales volume of approximately $15 million and sales volume attributable to acquisitions of approximately $48$47 million. Also contributing to the increase in sales was the net impact of favorable foreign exchange rates of approximately $40 million, or 2%, partially offset by the unfavorable net impact of price and product mix of approximately $5 million.


Flooring NA segment—Net sales increased $28.1 million, or 1.4%, to $2,007.9 million for the six months ended June 30, 2018, compared to $1,979.8 million for the six months ended July 1, 2017. The increase was primarily attributable to the favorable net impact of price and product mix of approximately $18$22 million, or 1%.

Flooring NA segment—Net sales increased $92.7 million, or 4.9%, to $1,979.8 million for the six months ended July 1, 2017, compared to $1,887.1 million for the six months ended July 2, 2016. The increase was primarily attributable to and higher sales volumesvolume of approximately $67 million, or 4%, and the favorable net impact of price and product mix of $26 million, or 1%.$6 million.

Flooring ROW segment—Net sales increased $14.4$169.2 million, or 1.5%16.8%, to $1,175.4 million for the six months ended June 30, 2018, compared to $1,006.2 million for the six months ended July 1, 2017, compared to $991.8 million for the six months ended July 2, 2016.2017. The increase was primarily attributable to higher sales volumethe net impact of favorable foreign exchange rates of approximately $31$108 million, or 3%11%, despite a decline in patent revenue, and the favorable net impact of price and product mix of approximately $18$59 million, or 2%6%, partially offset by the net impact of unfavorable foreign exchange ratesand higher sales volume of approximately $34 million, or 3%.$3 million.

Gross profit

Gross profit for the six months ended July 1, 2017June 30, 2018 was $1,459.5$1,471.2 million (31.2%(29.5% of net sales), an increase of $64.2$11.8 million or 4.6%0.8%, compared to gross profit of $1,395.3$1,459.5 million (31.1%(31.2% of net sales) for the six months ended July 2, 2016.1, 2017. As a percentage of net sales, gross profit increased 10decreased 174 basis points. The increase in gross profit dollars was primarily attributable to higher sales volumethe favorable net impact of price and product mix of approximately $46$60 million, savings from capital investments and cost reduction initiatives of approximately $74$34 million, and the favorable net impact of price and product mixfavorable foreign exchange rates of approximately $49$33 million, partially offset by higher inputinflation costs of approximately $81$106 million, including increased material costs of approximately $51 million, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $17$68 million, and the net impactapproximately $12 million of unfavorable foreign exchange rates of approximately $7 million.startup costs associated with large investments to expand sales, add product categories, and enter new markets.

Selling, general and administrative expenses

Selling, general and administrative expenses for the six months ended July 1, 2017June 30, 2018 were $828.9$876.5 million (17.7%(17.6% of net sales), an increase of $30.0$47.7 million compared to $798.9$828.9 million (17.8%(17.7% of net sales) for the six months ended July 2, 2016.1, 2017. As a percentage of net sales, selling, general and administrative expenses decreased 1017 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to the net impact of unfavorable foreign exchange rates of approximately $24$22 million, approximately $12 million of costs due to higher sales volume, and approximately $14 million of costs associated with investments in new product development, sales personnel, and marketing, partially offset by savings from capital investments and cost reduction initiatives of approximately $11 million.

Operating income

Operating income for the six months ended July 1, 2017 was $630.6 million (13.5% of net sales) reflecting an increase of $34.2 million, or 5.7%, compared to operating income of $596.4 million (13.3% of net sales) for the six months ended July 2, 2016. The increase in operating income was primarily attributable to savings from capital investments and cost reduction initiatives of approximately $85 million, the favorable net impact of price and product mix of approximately $48 million, and increased sales volume of approximately $22 million, partially offset by higher input costs of approximately $81 million, including increased material costs of approximately $51 million, approximately $14 million of costs associated with investments in new product development, sales personnel, and marketing, and the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $17 million.


Global Ceramic segment—Operating income was $268.6$8 million, (15.9%and higher inflation costs of segment net sales) for the six months ended July 1, 2017 reflecting an increase of $28.2approximately $8 million, compared to operating income of $240.4 million (15.0% of segment net sales) for the six months ended July 2, 2016. The increase in operating income was primarily attributable topartially offset by savings from capital investments and cost reduction initiatives of approximately $38$10 million.

Operating income

Operating income for the six months ended June 30, 2018 was $594.7 million and increased sales volumes(11.9% of approximately $14net sales) reflecting a decrease of $35.9 million, partially offset byor 5.7%, compared to operating income of $630.6 million (13.5% of net sales) for the six months ended July 1, 2017. The decrease in operating income was primarily attributable to higher inputinflation costs of approximately $20$115 million, including increased material costs of approximately $68 million, approximately $17 million of startup costs associated with large investments to expand sales, add product categories, and enter new markets, and the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $10 million, partially offset by the favorable net impact of price and product mix of approximately $60 million, savings from capital investments and cost reduction initiatives of approximately $44 million and the net impact of favorable foreign exchange rates of approximately $12 million.

Global Ceramic segment—Operating income was $248.2 million (13.7% of segment net sales) for the six months ended June 30, 2018 reflecting a decrease of $20.4 million compared to operating income of $268.6 million (15.9% of segment net sales) for the six months ended July 1, 2017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $37 million, and the unfavorable net impact of price and product mix of approximately $13 million, partially offset by savings from capital investments and cost reduction initiatives of approximately $23 million, and increased sales volume of approximately $11 million.

Flooring NA segment—Operating income was $175.4 million (8.7% of segment net sales) for the six months ended June 30, 2018 reflecting a decrease of $44.2 million compared to operating income of $219.6 million (11.1% of segment net sales) for the six months ended July 1, 2017 reflecting an increase of $25.3 million compared to operating income of $194.3 million (10.3% of segment net sales) for the six months ended July 2, 2016.2017. The increasedecrease in operating income was primarily attributable to savings from capital investments and cost reduction initiativeshigher inflation costs of approximately $25$55 million, including increased material costs of approximately $44 million, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $11 million, approximately $6 million in decreased sales volume, and approximately $4 million of startup costs associated with large investments to expand sales, add product categories, and enter new markets, partially offset by the favorable net impact of price and product mix of approximately $21 million and increased sales volumessavings from capital investments and cost reduction initiatives of approximately $12 million, partially offset by higher input costs of approximately $23 million, including increased material costs of approximately $15 million, and the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $5$11 million.


Flooring ROW segment—Operating income was $189.2 million (16.1% of segment net sales) for the six months ended June 30, 2018 reflecting an increase of $27.1 million compared to operating income of $162.1 million (16.1% of segment net sales) for the six months ended July 1, 2017 reflecting a decrease of $18.5 million compared to operating income of $180.6 million (18.2% of segment net sales) for the six months ended July 2, 2016.2017. The decreaseincrease in operating income was primarily attributable to higher input costs of approximately $35 million, including increased material costs of approximately $33 million, the net impact of unfavorable exchange rates of approximately $10 million, approximately $6 million of costs associated with investments in new product development, sales personnel, and marketing,and approximately $4 million in decreased sales volumes, primarily attributable to lower patent revenue. These decreases in operating income were partially offset by savings from capital investments and cost reduction initiatives of approximately $22 million, and the favorable net impact of price and product mix of approximately $53 million, savings from capital investments and cost reduction initiatives of approximately $10 million, and the net impact of favorable foreign exchange rates of approximately $8 million, partially offset by higher inflation costs of approximately $22 million, including increased material costs of approximately $17 million.million, approximately $11 million in decreased sales volume, and approximately $9 million of startup costs associated with large investments to expand sales, add product categories, and enter new markets. The decrease in sales volume is primarily due to the decline of IP contract revenue.

Interest expense

Interest expense was $15.4 million for the six months ended June 30, 2018, reflecting a decrease of $1.2 million compared to interest expense of $16.6 million for the six months ended July 1, 2017, reflecting a decrease of $6.1 million compared to interest expense of $22.7 million for the six months ended July 2, 2016.2017. The decrease was primarily attributable to a shift in the Company's borrowings to lower interest rate instruments.

Other expense, net

Other expense was $6.1 million for the six months ended June 30, 2018, reflecting an unfavorable change of $5.9 million compared to other expense of $0.2 million for the six months ended July 1, 2017, reflecting an unfavorable change of $2.5 million compared to other income of $2.4 million for the six months ended July 2, 2016.2017. The change was primarily dueattributable to other miscellaneous settlements.the increased unfavorable impact of foreign exchange rates on transactions in the current year and a charge for the release of an indemnification receivable.

Income tax expense

For the six months ended July 1, 2017,June 30, 2018, the Company recorded income tax expense of $166.4 million on earnings before income taxes of $573.2 million for an effective tax rate of 29.0%, as compared to an income tax expense of $151.0 million on earnings before income taxes of $613.8 million, for an effective tax rate of 24.6%, as compared to an income tax expense of $147.9 million on earnings before income taxes of $576.1 million, for an effective tax rate of 25.7% for the six months ended July 2, 2016.1, 2017. The difference in the effective tax rate for 2018 was unfavorably impacted by Notice 2018-26, issued by the comparative period is dueDepartment of the Treasury on April 2, 2018, which provided additional guidance on determining the amount of gross income to a discrete benefit related to Italian acquisition planning elections, partially offsetbe recognized by an unrelated changeU.S. taxpayers under the deemed repatriation of previously deferred foreign earnings. The 2018 effective tax rate was favorably impacted by tax reforms in Italian tax lawBelgium and the geographic dispersion of earningsU.S., which reduced the statutory rates from 33.99% to 29.58%, and losses for35% to 21%, respectively. The 2017 effective tax rate was favorably impacted by discrete items that occurred in the periods.six months ended July 1, 2017.


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. As of July 1, 2017, the Company had a total of $174.1 million available under its 2015 Senior Credit Facility and $350.0 million under its Securitization Facility.

Net cash provided by operating activities in the first six months of 20172018 was $413.9$621.0 million, compared to net cash provided by operating activities of $564.7$413.9 million in the first six months of 2016.2017. The decreaseincrease of $150.9$207.1 million in 20172018 was primarily attributable to changes in working capital. These changes in working capital reflect normal fluctuations relative to the timing and nature of these transactions.

Net cash used in investing activities in the first six months of 20172018 was $675.9$485.9 million compared to net cash used in investing activities of $276.9$675.9 million in the first six months of 2016.2017. The increasedecrease was primarily due to acquisitions in the current

prior year of $250.5 million. Also,million compared to acquisitions in the current year of $24.4 million and increased capital expenditures increased by $148.5 million to $425.4of $72.9 million in the current year. These increases were offset by the net redemption activity in short-term investments of $36.9 million. The Company continues 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 the remainder of 20172018 is expected to exceed $450approximate $280 million, resulting in the full year spending being in excess of $850approximately $780.0 million.

Net cash provided by financing activities in the first six months of 20172018 was $257.3$308.0 million compared to net cash used inprovided by financing activities of $264.7$257.3 million in the six months of 2016.2017. The change in cash provided by financing activities is primarily attributable to the repayment of senior notes of $646 million in the prior year, partially offset by decreasedincreased borrowings in the current year.


As of June 30, 2018, the Company had cash of $518.2 million, of which $495.7 million was held outside the United States. The increase in cash held outside the United States was due to the acquisition of Godfrey Hirst that closed July 2, 2018. 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 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, the Company amended and restated its 2013 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 (as amended and restated, the "2015 Senior Credit Facility"). The 2015 Senior Credit Facility eliminated certain provisions in 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; 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 Company amended the 2015 Senior Credit Facility to, among other things, carve out from the general limitation on subsidiary indebtedness with respect to 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 Marchthe first half of 2017, the Company amended the 2015 Senior Credit Facility to extend the maturity date from March 26, 2021 to March 26, 2022 with respect to all but $75.0 million of the total amount committed under the 2015 Senior Credit Facility. In April 2017 and June 2017, the Company extended the maturity for the remaining $75.0 million to March 26, 2022.

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 July 1, 2017)June 30, 2018), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or a monthly LIBOR rate plus 1.0%, plus an applicable margin ranging between 0.00% and 0.75% (0.125% as of July 1, 2017)June 30, 2018). 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% to 0.225% per annum (0.125% as of July 1, 2017)June 30, 2018). 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.

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

The Company paid financing costs of $0.6 million in connection with the extension of its 2015 Senior Credit Facility from March 26, 2021 to March 26, 2022. These costs were deferred and, along with unamortized costs of $6.9 million are being amortized over the term of the 2015 Senior Credit Facility.

As of July 1, 2017,June 30, 2018, amounts utilized under the 2015 Senior Credit Facility included $48.8$59.2 million of borrowings and $32.3$55.2 million of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of $1,544.8$1,069.2 million under the Company's U.S. and European commercial paper programs as of July 1, 2017June 30, 2018 reduce the availability of the 2015 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized $1,625.9$1,183.7 million under the 2015 Senior Credit Facility resulting in a total of $174.1$616.3 million available as of July 1, 2017.June 30, 2018.

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 commercial paper programs may not exceed $1,800.0 million (less any amounts drawn on the 2015 Credit Facility) at any time.

The proceeds from the issuance of commercial paper notes will beare available for general corporate purposes. As of July 1, 2017,June 30, 2018, there was $478.8$508.5 million outstanding under the U.S. program, and the euro equivalent of $1,066.0$560.7 million was outstanding under the European program. The weighted-average interest rate and maturity period for the U.S. program were 1.36%2.36% and 7.5626.18 days, respectively. The weighted average interest rate and maturity period for the European program were (0.18)(0.20)% and 30.4326.53 days, respectively.

Senior Notes
On May 18, 2018, 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 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 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 $0.8 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 senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 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 2019 Floating Rate Notes is 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. As defined in the related agreements, the 2019 Floating Rate 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 2019 Floating Rate Notes to require repayment upon a change of control triggering event.

On June 9, 2015, the Company issued €500.0 million aggregate principal amount of 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. 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. The 3.85% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all 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.

On January 17, 2006,As defined in the Company issued $900.0 million aggregate principal amountrelated agreements, the Company's senior notes contain covenants, representations and warranties and events of 6.125% Senior Notes due January 15, 2016. During 2014,default, subject to exceptions, and restrictions on the Company purchased for cash $254.4 million aggregate principal amountCompany’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 its outstanding 6.125% Senior Notes due January 15, 2016. On January 15, 2016, the Company paid the remaining $645.6 million outstanding principalnotes to require repayment upon a change of its 6.125% Senior Notes (plus accrued but unpaid interest) utilizing cash on hand and borrowings under its U.S. commercial paper program.control triggering event.

Accounts Receivable Securitization

On December 19, 2012, the Company entered into a three-year on-balance sheet trade accounts receivable securitization agreement (the "Securitization Facility"). On September 11, 2014, the Company made certain modifications to its Securitization Facility, which modifications, among other things, increased the aggregate borrowings available under the facility from $300.0 million to $500.0 million and decreased the interest margins on certain borrowings. Amounts borrowed under the Securitization Facility bore interest at LIBOR plus an applicable margin of 0.70% per annum and the borrower paid a commitment fee at a per annum rate of 0.30% on the unused amount of each lender’s commitment. On December 10, 2015, the Company amended the terms of the Securitization Facility, reducing the applicable margin and extendingextended the termination date from December 19, 2015 to December 19, 2016. The Company further amended the terms of the Securitization Facility2016, and on December 13, 2016, extendingthe Company extended the termination date to December 19, 2017. The Company paid financing costs of $0.3 million in connection with thisthe second extension. These costs were deferred and are being amortized over the remaining term of the Securitization Facility.


Under the terms of the The Securitization Facility certain subsidiaries of the Company sell at a discount certain of their trade accounts receivable (the “Receivables”) to Mohawk Factoring, LLC (“Factoring”)expired in accordance with its terms on a revolving basis. Factoring is a wholly owned, bankruptcy remote subsidiary of the Company, meaning that Factoring is a separate legal entity whose assets are available to satisfy the claims of the creditors of Factoring only, not the creditors of the Company or the Company’s other subsidiaries.  To fund such purchases, Factoring may borrow up to $500.0 million based on the amount of eligible Receivables owned by Factoring, and Factoring has granted a security interest in all of such Receivables to the third-party lending group as collateral for such borrowings.  Amounts loaned to Factoring under the Securitization Facility bear interest at LIBOR plus an applicable margin of 0.70% per annum. Factoring also pays a commitment fee at a per annum rate of 0.30% on the unused amount of each lender’s commitment. As of July 1, 2017, the amount utilized under the Securitization Facility was $150.0 million.

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.

As of July 1, 2017, the Company had cash of $130.2 million, of which $106.9 million was held outside the United States. While the Company’s plans are to permanently reinvest the cash held outside the United States, the estimated cost of repatriation for the cash as of July 1, 2017 was approximately $37.4 million. 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 the next twelve months.

December 19, 2017.

Contractual Obligations

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s 20162017 Annual Report filed on Form 10-K.
    
Critical Accounting Policies and Estimates

There have been no significant changesRefer to Note 1, General and Note 3, Revenue from Contracts with Customers within our Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of the Company’s criticalCompany's updated accounting policies and estimates during the period.on revenue recognition. The Company’s critical accounting policies and estimates are described in its 20162017 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 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 July 1, 2017June 30, 2018.

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 net sales and operating income in these segments. These results are primarily due to consumer residential spending patterns which have historically decreased during the holiday season and the first two months following. The Flooring ROW segment’s second quarter typically produces the highest net sales and earnings followed by a moderate first and fourth quarter and a weaker third quarter.

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; and other risks identified in Mohawk’s SEC reports and public announcements.



Item 3.Quantitative and Qualitative Disclosures About Market Risk

As of July 1, 2017,June 30, 2018, approximately 40% of the Company's debt portfolio was comprised of fixed-rate debt and 60% 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 $4.4$4.6 million and $8.7$9.1 million for the three and six months ended July 1, 2017,June 30, 2018, respectively. There have been no other significant changes to the Company’s exposure to market risk as disclosed in the Company’s 20162017 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 integrationCompany adopted ASC 606, Revenue from Contracts with Customers on January 1, 2018, and the Company implemented new controls and processes to meet the requirements of the acquisitions referenced in Note 2 in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q. As a result of these transactions, the Company's internal control over financial reporting now includes controls, procedures and supporting systems with respect to transactions and account balances of these acquisitions, which are reflected in the Company's consolidated financial statements.

standard.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

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 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 perfluorinated compounds, 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 have opposed the Gadsden Water Board’s motion. The parties awaitfederal court granted Gadsden Water Board's motion for remand. On October 24, 2017, the Company appealed the federal court's determination that co-defendant Industrial Chemicals, Inc. ("ICI") was properly joined as a ruling fromparty to the case. On February 22, 2018, the Court of Appeals dismissed the appeal for lack of jurisdiction. ICI's presence in the case deprives the federal court onof jurisdiction over the motion to remand.case.

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, 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. Thecourt, and the defendants will opposeopposed the Centre Water Board’s motion. The federal court granted Centre Water Board's motion for remand. On December 6, 2017, the Company appealed the federal court's determination that co-defendant ICI was properly joined as a party to that case as well. On January 31, 2018, the Court of Appeals dismissed the appeal for lack of jurisdiction.  ICI's presence in the case deprives the federal court of jurisdiction over the case.

The Company filed a motion to dismiss in the Centre Water Board case on November 30, 2017 and a motion for judgment on the pleadings in the Gadsden Water Board case on October 25, 2017.  Both motions argued that the courts did not have personal jurisdiction over the Company and that the complaints failed to state a claim on which relief could be granted.  The Centre Water Board court denied the motion on May 15, 2018.  On June 19, 2018, the Company filed a petition to the Alabama Supreme Court, seeking a ruling that the trial court erred in denying the motion to dismiss on the personal jurisdiction argument.  That petition remains pending.  The motion for judgment on the pleadings in the Gadsden Water Board case also remains pending.

The Company has never manufactured perfluorinated compounds but purchased them for use in the manufacture of its carpets prior to 2007. The Gadsden and Centre Water Boards are not alleging that chemical levels in the Company’s wastewater discharge exceeded legal limits. Instead, the Gadsden and Centre Water Boards are seeking lost profits based on allegations that their customers decreased water purchases, as well as reimbursement for the cost of a filter and punitive damages.

The Company intends to pursue all available defenses related to these matters.  The Company does not believe that the ultimate outcome of this case will have a material adverse effect on its financial condition, but there can be no assurances at this stage that the outcome will not have a material adverse effect on the Company’s results of operations, liquidity or cash flows in a given period.  Furthermore, the Company cannot predict whether any additional civil or regulatory actions against it may arise from the allegations in this matter.

Belgian Tax Matter

In January 2012, the Company received a €23.8 million assessment from the Belgian tax authority related to its year ended December 31, 2008, asserting that the Company had understated its Belgian taxable income for that year. The Company filed a formal protest in the first quarter of 2012 refuting the Belgian tax authority's position. The Belgian tax authority set aside the assessment in the third quarter of 2012 and refunded all related deposits, including interest income of €1.6 million earned on such deposits. However, on October 23, 2012, the Belgian tax authority notified the Company of its intent to increase the Company's taxable income for the year ended December 31, 2008 under a revised theory. On December 28, 2012, the Belgian tax authority issued assessments for the years ended December 31, 2005 and December 31, 2009, in the amounts of €46.1 million and €35.6 million, respectively, including penalties, but excluding interest.

The Company filed a formal protest during the first quarter of 2013 relating to the new assessments. In September 2013, the Belgian tax authority denied the Company's protests, and the Company has brought these two years before the Court of First Appeal in Bruges. In December 2013, the Belgian tax authority issued additional assessments related to the years ended December 31, 2006, 2007, and 2010, in the amounts of €38.8 million, €39.6 million, and €43.1 million, respectively, including penalties, but excluding interest. The Company filed formal protests during the first quarter of 2014, refuting the Belgian tax authority's position for each of the years assessed. In the quarter ended June 28, 2014, the Company received a formal assessment for the year ended December 31, 2008, totaling €30.1 million, against which the Company also submitted its formal protest. All 4 additional years were

have been brought before the Court of First Appeal in November 2014. In January of 2015, the Company met with the Court of First Appeal in Bruges, Belgium and agreed with the BelgianBelgium tax authorities to consolidate and argue the issues regarding the years 2005 and 2009, and apply the ruling to all of the open years (to the extent there are no additional facts/procedural arguments in the other years). In May 2017, the statute of limitation was extended to include the calendar year 2011.

On January 27, 2016, the Court of First Appeal in Bruges, Belgium ruled in favor of the Company with respect to the calendar years ending December 31, 2005 and December 31, 2009. On March 9, 2016, the Belgian tax authority lodged its Notification of Appeal with the Ghent Court of Appeal. On June 13, 2018, the Court of First Appeal in Bruges, Belgium again 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 Company has now received positive rulings from the Court of First Appeal in Bruges on all calendar years 2005 through 2010, inclusive. The Company anticipates that the Belgian tax authority will lodge its Notification of Appeal with the Ghent Court of Appeal for the calendar years December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2010.

The Company disagrees 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.

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 we arethe Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. Although there can be no assurances, theThe 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.

Item 1A.Risk Factors

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, 2016.2017. The risk factors disclosed in our Annual Report on Form 10-K, in addition to the other information set forth in this report, could materially affect our business, financial condition or results.

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

None.

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.


Item 6.Exhibits
No. Description
   
10.1
31.1 
31.2 
32.1 
32.2 
95.1 
101.INS XBRL Instance Document.
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:August 4, 20173, 2018By: /s/ Jeffrey S. Lorberbaum
    JEFFREY S. LORBERBAUM
    Chairman and Chief Executive Officer
    (principal executive officer)
     
Dated:August 4, 20173, 2018By: /s/ Frank H. Boykin
    FRANK H. BOYKIN
    Chief Financial Officer
    (principal financial officer)

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