UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]



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

For the quarterly period ended ~~September~~June 29, ~~2018~~2019



¨☐	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)~~ (706) 629-7721

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

__________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨

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

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



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨☐

		Emerging growth company	¨☐

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

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

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



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	MHK	New York Stock Exchange
Floating Rate Notes due 2019		New York Stock Exchange
Floating Rate Notes due 2020		New York Stock Exchange
2.000% Senior Notes due 2022		New York Stock Exchange

The number of shares outstanding of the issuer’s common stock as of ~~October~~July 31, ~~2018,~~2019, the latest practicable date, is as follows: ~~74,198,945~~72,152,534 shares of common stock, $.01 par value.

MOHAWK INDUSTRIES, INC.

INDEX



		Page No
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of ~~September~~June 29, ~~2018~~2019 and December 31, ~~2017~~2018	3

	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017~~2018	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017~~2018	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three and six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017~~2018	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2327

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3236

Item 4.	Controls and Procedures	3236

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	3337

Item 1A.	Risk Factors	3438

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3438

Item 3.	Defaults Upon Senior Securities	3438

Item 4.	Mine Safety Disclosures	3438

Item 5.	Other Information	3438

Item 6.	Exhibits	3539

PART I. FINANCIAL INFORMATION

ITEM I.1. FINANCIAL STATEMENTS

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	September 29, 2018		December 31, 2017	June 29, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	91,351	84,884	$	128,096	119,050
Receivables, net	1,755,710		1,558,159	1,819,474		1,606,159
Inventories	2,214,295		1,948,663	2,367,631		2,287,615
Prepaid expenses	416,805		376,836	419,775		421,553
Other current assets	70,309		104,425	73,341		74,919
Total current assets	4,548,470		4,072,967	4,808,317		4,509,296
Property, plant and equipment	8,053,767		7,486,284	8,397,127		8,227,074
Less: accumulated depreciation	3,467,531		3,215,494	3,682,821		3,527,172
Property, plant and equipment, net	4,586,236		4,270,790	4,714,306		4,699,902
Right of use operating lease assets				343,716		—
Goodwill	2,522,139		2,471,459	2,565,702		2,520,966
Tradenames	683,348		644,208	708,779		707,380
Other intangible assets subject to amortization, net	261,313		247,559	241,845		254,430
Deferred income taxes and other non-current assets	399,420		387,870	423,437		407,149
	$	13,000,926	12,094,853	$	13,806,102	13,099,123


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	1,333,853		1,203,683		$	1,891,512		1,742,373
Accounts payable and accrued expenses	1,623,418			1,451,672		1,713,934			1,523,866
Current operating lease liabilities						100,345			—
Total current liabilities	2,957,271			2,655,355		3,705,791			3,266,239
Deferred income taxes	400,693			328,103		422,544			413,740
Long-term debt, less current portion	1,528,551			1,559,895		1,169,489			1,515,601
Non-current operating lease liabilities						249,844			—
Other long-term liabilities	511,407			455,028		436,843			463,484
Total liabilities	5,397,922			4,998,381		5,984,511			5,659,064
Commitments and contingencies (Note 15)
Redeemable noncontrolling interest	31,227			29,463
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $.01 par value; 60 shares authorized; no shares issued	—			—		—			—
Common stock, $.01 par value; 150,000 shares authorized; 81,952 and 81,771 shares issued in 2018 and 2017, respectively	820			818
Common stock, $.01 par value; 150,000 shares authorized; 79,712 and 79,656 shares issued in 2019 and 2018, respectively						797			797
Additional paid-in capital	1,847,164			1,828,131		1,859,248			1,852,173
Retained earnings	6,635,896			6,004,506		6,903,261			6,588,197
Accumulated other comprehensive loss	(704,379		)	(558,527	)	(732,521		)	(791,608	)
	7,779,501			7,274,928		8,030,785			7,649,559
Less: treasury stock at cost; 7,350 shares in 2018 and 2017	215,745			215,766
Total Mohawk Industries, Inc. stockholders' equity	7,563,756			7,059,162
Less: treasury stock at cost; 7,348 and 7,349 shares in 2019 and 2018, respectively						215,712			215,745
Total Mohawk Industries, Inc. stockholders’ equity						7,815,073			7,433,814
Nonredeemable noncontrolling interest	8,021			7,847		6,518			6,245
Total stockholders' equity	7,571,777			7,067,009
Total stockholders’ equity						7,821,591			7,440,059
	$	13,000,926		12,094,853		$	13,806,102		13,099,123

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended			Nine Months Ended		Three Months Ended				Six Months Ended
	September 29, 2018		September 30, 2017	September 29, 2018	September 30, 2017	June 29, 2019			June 30, 2018	June 29, 2019		June 30, 2018
Net sales	$	2,545,800	2,448,510	7,535,016	7,122,193	$	2,584,485		2,577,014	5,026,975		4,989,216
Cost of sales	1,825,367		1,665,209	5,343,336	4,879,403	1,847,867			1,810,459	3,665,430		3,517,969
Gross profit	720,433		783,301	2,191,680	2,242,790	736,618			766,555	1,361,545		1,471,247
Selling, general and administrative expenses	433,189		403,203	1,309,730	1,232,083	469,758			440,248	929,355		876,541
Operating income	287,244		380,098	881,950	1,010,707	266,860			326,307	432,190		594,706
Interest expense	9,025		7,259	24,416	23,854	10,521			7,863	20,994		15,391
Other expense, net	706		1,285	6,794	1,455
Other expense (income), net						(3,048		)	2,090	(6,784	)	6,088
Earnings before income taxes	277,513		371,554	850,740	985,398	259,387			316,354	417,980		573,227
Income tax expense	49,487		100,532	215,928	251,572	56,733			118,809	93,751		166,441
Net earnings including noncontrolling interests	228,026		271,022	634,812	733,826	202,654			197,545	324,229		406,786
Net income attributable to noncontrolling interests	1,013		997	2,447	2,566	213			959	203		1,434
Net earnings attributable to Mohawk Industries, Inc.	$	227,013	270,025	632,365	731,260	$	202,441		196,586	324,026		405,352

Basic earnings per share attributable to Mohawk Industries, Inc.
Basic earnings per share attributable to Mohawk Industries, Inc.	$	3.03	3.63	8.46	9.84	$	2.80		2.64	4.50		5.44
Weighted-average common shares outstanding—basic	74,603		74,338	74,599	74,330	72,402			74,597	71,970		74,525

Diluted earnings per share attributable to Mohawk Industries, Inc.
Diluted earnings per share attributable to Mohawk Industries, Inc.	$	3.02	3.61	8.42	9.77	$	2.79		2.62	4.48		5.41
Weighted-average common shares outstanding—diluted	74,945		74,841	74,977	74,830	72,680			74,937	72,250		74,928

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended					Six Months Ended
	September 29, 2018			September 30, 2017	September 29, 2018		September 30, 2017		June 29, 2019			June 30, 2018		June 29, 2019	June 30, 2018
Net earnings including noncontrolling interests	$	228,026		271,022	634,812		733,826		$	202,654		197,545		324,229	406,786
Other comprehensive income (loss):
Foreign currency translation adjustments	(33,671		)	65,262	(147,628	)	262,350		45,127			(186,350	)	59,089	(113,957	)
Pension prior service cost and actuarial gain (loss), net of tax	68			156	291		(692	)	(41		)	358		67	223
Other comprehensive income (loss)	(33,603		)	65,418	(147,337	)	261,658		45,086			(185,992	)	59,156	(113,734	)
Comprehensive income	194,423			336,440	487,475		995,484		247,740			11,553		383,385	293,052
Comprehensive income attributable to noncontrolling interests	656			997	962		2,566
Comprehensive income (loss) attributable to noncontrolling interests									274			(1,068	)	273	306
Comprehensive income attributable to Mohawk Industries, Inc.	$	193,767		335,443	486,513		992,918		$	247,466		12,621		383,112	292,746

See accompanying notes to condensed consolidated financial statements.

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended					Six Months Ended
	September 29, 2018			September 30, 2017		June 29, 2019			June 30, 2018
Cash flows from operating activities:
Net earnings	$	634,812		733,826		$	324,229		406,786
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Restructuring	42,791			27,099		37,758			31,311
Depreciation and amortization	382,673			328,300		277,773			249,702
Deferred income taxes	75,694			16,549		7,036			53,031
(Gain) loss on disposal of property, plant and equipment	(1,253		)	2,221		4,981			(806	)
Stock-based compensation expense	26,697			30,607		11,577			21,593
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables, net	(180,830		)	(166,775	)	(202,657		)	(198,131	)
Inventories	(209,815		)	(121,970	)	(59,250		)	(132,508	)
Other assets and prepaid expenses	(68,122		)	(1,668	)	(27,404		)	(39,639	)
Accounts payable and accrued expenses	190,090			26,343		205,633			228,789
Other liabilities	1,748			(310	)	(13,349		)	858
Net cash provided by operating activities	894,485			874,222		566,327			620,986
Cash flows from investing activities:
Additions to property, plant and equipment	(642,949		)	(654,630	)	(281,059		)	(498,354	)
Acquisitions, net of cash acquired	(425,304		)	(250,766	)	(76,847		)	(24,410	)
Purchases of short-term investments	(526,096		)	—		(310,000		)	(392,096	)
Redemption of short-term investments	566,000			—		314,000			429,000
Net cash used in investing activities	(1,028,349		)	(905,396	)	(353,906		)	(485,860	)
Cash flows from financing activities:
Payments on Senior Credit Facilities	(600,926		)	(317,162	)	(241,354		)	(441,049	)
Proceeds from Senior Credit Facilities	554,408			267,263		212,223			455,015
Payments on Commercial Paper	(12,119,516		)	(11,385,287	)	(8,547,107		)	(7,901,645	)
Proceeds from Commercial Paper	11,976,223			11,587,228		8,392,082			7,853,591
Proceeds from Floating Rate Notes	353,648			357,569		—			353,648
Payments of other debt and financing costs	—			(15,493	)	(571		)	—
Payments on asset securitization borrowings	—			(500,000	)
Debt issuance costs	(864		)	(1,400	)	—			(800	)
Purchase of Mohawk common stock						(8,963		)	—
Change in outstanding checks in excess of cash	(2,242		)	(5,004	)	(7,036		)	(1,545	)
Shares redeemed for taxes	(9,188		)	(12,255	)	(4,711		)	(9,188	)
Proceeds from stock transactions	2			1,204		1			2
Net cash provide by (used in) financing activities	151,545			(23,337	)
Net cash (used in) provided by financing activities						(205,436		)	308,029
Effect of exchange rate changes on cash and cash equivalents	(11,214		)	17,348		2,061			(9,813	)
Net change in cash and cash equivalents	6,467			(37,163	)	9,046			433,342
Cash and cash equivalents, beginning of period	84,884			121,665		119,050			84,884
Cash and cash equivalents, end of period	$	91,351		84,502		$	128,096		518,226

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"~~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 ~~2017~~2018 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~~Company’s net investments in its non-U.S. operations are ~~partially~~ economically offset by ~~gains~~losses and ~~losses~~gains on its foreign currency borrowings. The Company designated its €500,000 2.00% Senior Notes borrowing as a net investment hedge ~~against~~of a portion of its European operations. For the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, the change in the U.S. dollar value of the ~~Company's~~Company’s euro denominated debt was a decrease of ~~$19,848~~$3,578 ($~~14,223~~2,718 net of taxes) and ~~an increase~~a decrease of ~~$64,684~~$15,984 ($~~40,427~~11,288 net of taxes), respectively, which is recorded in the foreign currency translation adjustment component of accumulated other comprehensive income (loss). The ~~increase~~change in the U.S. dollar value of the ~~Company's~~Company’s debt partially offsets the euro-to-dollar translation of the ~~Company's~~Company’s net investment in its European operations.

Recent Accounting Pronouncements - Recently Adopted

In February 2016, the FASB issued a new standard ASU 2016-02, Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842, Leases). ASC 842 was issued to increase transparency and comparability among organizations by requiring the recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the provisions of ASC 842 on January 1, 2019 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

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

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

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

On January 1, 2018, the Company adopted the new accounting standard, ASU 2017-01, Business Combinations (Topic 805): Clarifying the ~~definition~~Definition of a ~~business.~~ 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.

~~Table of Contents~~

~~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,including 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.

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

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and in November 2018 issued ASU 2018-19, which amended the standard. The standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures. This standard is effective for the Company on January 1, 2020. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently assessing the impact.

2. Acquisitions

2019 Acquisitions

On January 31, 2019, the Company acquired a hard surface flooring distribution company based in the Netherlands for $72,001, resulting in a preliminary goodwill allocation of $45,931. The results have been included in the Flooring Rest of the World (“Flooring ROW”) segment and are not material to the Company’s consolidated results of operations.

2018 Acquisitions

On November 16, 2018, the Company completed its purchase of Eliane S/A Revestimentos Ceramicos (“Eliane”), one of the largest ceramic tile companies in Brazil. Pursuant to the purchase agreement, the Company (i) acquired the entire issued share capital of Eliane and (ii) acquired $99,037 of net indebtedness of Eliane, with total cash consideration paid of $148,741. The Company’s acquisition of Eliane resulted in preliminary allocations of goodwill of $16,932, indefinite-lived tradename intangible assets of $32,238 and intangible assets subject to amortization of $5,818. The goodwill is expected to be deductible for tax purposes. The purchase price allocation is preliminary until the Company obtains final information regarding these fair values. Eliane’s results of operations have been included in the consolidated financial statements since the date of acquisition in the Global Ceramic reporting segment.

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On July 2, 2018, the Company completed its acquisition of Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending ~~Mohawk's~~Mohawk’s global position. The total value of the acquisition was $400,894. The ~~Company's~~Company’s acquisition of Godfrey Hirst Group resulted in ~~preliminary~~ allocations of goodwill of ~~$88,636,~~$88,655, indefinite-lived tradename intangible assets of $58,671 and intangible assets subject to amortization of $43,635. The goodwill is ~~not expected to be~~ deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill include product, sales and manufacturing synergies. The Godfrey Hirst ~~Group's~~Group’s results have been included in the condensed consolidated financial statements since the date of acquisition in the Flooring NA and Flooring ROW ~~segments and the results of Godfrey Hirst Group's operations are not material to the Company's condensed consolidated results of operations.~~segments.

On October 15, 2018, the Company agreed to acquire Eliane S/A Revestimentos Ceramicos, one of the largest ceramic tile companies in Brazil for approximately $250,000. The acquisition is expected to close during the fourth quarter.

During the first quarter of 2018, the Company completed the acquisition of three businesses in the Flooring ROW segment for ~~$24,410,~~$24,610, resulting in a ~~preliminary~~ goodwill allocation of ~~$12,548~~$12,874 and intangibles subject to amortization of $7.

2017 Acquisitions

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

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Revenue from Contracts with Customers

Revenue recognition and accounts receivable

The Company recognizes revenues when it satisfies performance obligations as evidenced by the transfer of control of the promised goods to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The nature of the promised goods are ceramic, stone, carpet, resilient, laminate, wood and other flooring products. Payment is typically received 90 days or less from the invoice date. The Company adjusts the amounts of revenue for expected cash discounts, sales allowances, returns, and claims, based upon historical experience. The Company adjusts accounts receivable for doubtful account allowances based upon 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 ~~$34,415~~$37,685 and ~~$29,124~~$34,486 as of ~~September~~June 29, ~~2018~~2019 and January 1, ~~2018,~~2019, respectively.

Performance obligations

Substantially all of the Company’s revenue is recognized at a point in time when the product is either shipped or received from the ~~Company's~~Company’s facilities and control of the product is transferred to the customer. Accordingly, in any period, the Company does not recognize a significant amount of revenue from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenue recognized during the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 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 ~~$57,051~~$67,900 and ~~$43,259~~$57,840 as of ~~September~~June 29, ~~2018~~2019 and January 1, ~~2018,~~2019, respectively. Amortization expense recognized during the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 related to these capitalized costs was ~~$43,498.~~$27,410.

Practical expedients and policy elections

The Company elected the following practical expedients and policy elections:

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue disaggregation

The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the three months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017:~~2018:


September 29, 2018	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
June 29, 2019						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	565,616	998,488	421	1,564,525	$	554,509	946,086	709	1,501,304
Europe	175,026		1,217	438,585	614,828	205,205		2,164	475,761	683,130
Russia	68,113		—	27,435	95,548	67,792		22	27,087	94,901
Other	77,018		47,835	146,046	270,899	130,525		35,167	139,458	305,150
	$	885,773	1,047,540	612,487	2,545,800	$	958,031	983,439	643,015	2,584,485

Product Categories
Ceramic & Stone	$	885,773	16,779	—	902,552	$	958,031	13,915	—	971,946
Carpet & Resilient	—		851,970	192,001	1,043,971	—		808,402	201,519	1,009,921
Laminate & Wood	—		178,791	200,499	379,290	—		161,122	215,058	376,180
Other ⁽¹⁾	—		—	219,987	219,987	—		—	226,438	226,438
	$	885,773	1,047,540	612,487	2,545,800	$	958,031	983,439	643,015	2,584,485


September 30, 2017	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
June 30, 2018						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	563,297	978,791	457	1,542,545	$	578,535	1,013,994	—	1,592,529
Europe	181,938		4,740	425,868	612,546	208,671		1,870	490,885	701,426
Russia	67,610		—	25,545	93,155	63,709		—	26,553	90,262
Other	80,554		48,242	71,468	200,264	78,382		41,706	72,709	192,797
	$	893,399	1,031,773	523,338	2,448,510	$	929,297	1,057,570	590,147	2,577,014

Product Categories
Ceramic & Stone	$	893,399	17,978	—	911,377	$	929,297	18,178	—	947,475
Carpet & Resilient	—		830,780	109,279	940,059	—		859,179	132,578	991,757
Laminate & Wood	—		183,015	209,294	392,309	—		180,213	216,754	396,967
Other ⁽¹⁾	—		—	204,765	204,765	—		—	240,815	240,815
	$	893,399	1,031,773	523,338	2,448,510	$	929,297	1,057,570	590,147	2,577,014

⁽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 market location of customer sales and product categories for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017:~~2018:


September 29, 2018	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
June 29, 2019						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	1,700,338	2,920,604	421	4,621,363	$	1,096,335	1,829,328	777	2,926,440
Europe	573,932		4,737	1,424,113	2,002,782	384,515		4,001	945,678	1,334,194
Russia	183,244		—	73,417	256,661	119,707		52	50,701	170,460
Other	234,104		130,127	289,979	654,210	255,826		72,038	268,017	595,881
	$	2,691,618	3,055,468	1,787,930	7,535,016	$	1,856,383	1,905,419	1,265,173	5,026,975

Product Categories
Ceramic & Stone	$	2,691,618	52,500	—	2,744,118	$	1,856,383	28,358	—	1,884,741
Carpet & Resilient	—		2,466,695	453,597	2,920,292	—		1,543,826	392,448	1,936,274
Laminate & Wood	—		536,273	643,389	1,179,662	—		333,235	425,259	758,494
Other ⁽¹⁾	—		—	690,944	690,944	—		—	447,466	447,466
	$	2,691,618	3,055,468	1,787,930	7,535,016	$	1,856,383	1,905,419	1,265,173	5,026,975


September 30, 2017	Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
June 30, 2018						Global Ceramic segment		Flooring NA segment	Flooring ROW segment	Total
Geographical Markets
United States	$	1,679,508	2,861,995	1,644	4,543,147	$	1,134,722	1,922,116	—	3,056,838
Europe	504,956		13,023	1,252,684	1,770,663	398,906		3,520	985,528	1,387,954
Russia	173,874		—	66,166	240,040	115,131		—	45,982	161,113
Other	222,700		136,550	209,093	568,343	157,086		82,292	143,933	383,311
	$	2,581,038	3,011,568	1,529,587	7,122,193	$	1,805,845	2,007,928	1,175,443	4,989,216

Product Categories
Ceramic & Stone	$	2,581,038	60,825	—	2,641,863	$	1,805,845	35,721	—	1,841,566
Carpet & Resilient	—		2,393,658	320,238	2,713,896	—		1,614,725	261,589	1,876,314
Laminate & Wood	—		557,085	602,472	1,159,557	—		357,482	442,897	800,379
Other ⁽¹⁾	—		—	606,877	606,877	—		—	470,957	470,957
	$	2,581,038	3,011,568	1,529,587	7,122,193	$	1,805,845	2,007,928	1,175,443	4,989,216

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. Restructuring, acquisition and integration-related costs

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

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

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

~~Table of Contents~~

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

Restructuring, acquisition transaction and integration-related costs consisted of the following during the three and ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017:~~2018:



	Three Months Ended			Six Months Ended
	June 29, 2019		June 30, 2018	June 29, 2019	June 30, 2018
Cost of sales
Restructuring costs⁽¹⁾	$	4,379	9,331	35,913	23,421
Acquisition integration-related costs	1,488		2,687	2,556	3,095
Restructuring and acquisition integration-related costs	$	5,867	12,018	38,469	26,516

Selling, general and administrative expenses
Restructuring costs ⁽¹⁾	$	443	3,798	1,845	7,890
Acquisition transaction-related costs	637		63	917	63
Acquisition integration-related costs	1,988		163	3,407	3,677
Restructuring, acquisition transaction and integration-related costs	$	3,068	4,024	6,169	11,630

Three Months Ended Nine Months Ended
September 29, 2018 September 30, 2017 September 29, 2018 September 30, 2017
Cost of sales
Restructuring costs^(a)
$ 10,004
8,309
33,425
23,372
Acquisition integration-related costs 198
536
3,293
1,313
Restructuring and acquisition integration-related costs $ 10,202
8,845
36,718
24,685

Selling, general and administrative expenses
Restructuring costs ^(a)
$ 1,476
2,437
9,366
3,727
Acquisition transaction-related costs 3,032
803
3,095
1,015
Acquisition integration-related costs 5,180
1,768
8,857
4,282
Restructuring, acquisition transaction and integration-related costs $ 9,688
5,008
21,318
9,024

~~(a)~~(1) The restructuring costs for ~~2018~~2019 and ~~2017~~2018 primarily relate to the ~~Company's~~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~~Company’s recent acquisitions.

The restructuring activity for the ~~nine~~six months ended~~September~~June 29, ~~2018~~2019 is as follows:



	Lease impairments			Asset write-downs		Severance		Other restructuring costs		Total
Balance as of December 31, 2018	$	397		—		7,866		250		8,513
Provision - Global Ceramic segment	—			—		4,879		—		4,879
Provision - Flooring NA segment	—			21,791		1,127		8,032		30,950
Provision - Flooring ROW segment	—			86		1,843		—		1,929
Cash payments	(173		)	—		(8,688	)	(7,921	)	(16,782	)
Non-cash items	—			(21,877	)	(13	)	(111	)	(22,001	)
Balance as of June 29, 2019	$	224		—		7,014		250		7,488

Lease
impairments
Asset write-downs Severance
Other
restructuring
costs
Total
Balance as of December 31, 2017 $ 359
—
584
152
1,095
Provision - Global Ceramic segment —
30
6,557
87
6,674
Provision - Flooring NA segment 236
700
4,985
28,889
34,810
Provision - Flooring ROW segment —
—
932
(101 ) 831
Provision - Corporate —
—
476
—
476
Cash payments (500 ) —
(11,197 ) (25,518 ) (37,215 )
Non-cash items —
(730 ) (155 ) (3,445 ) (4,330 )
Balance as of September 29, 2018 $ 95
—
2,182
64
2,341

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

~~5. Receivables, net~~

~~Receivables, net are as follows:~~

September 29,
2018 December 31,
2017
Customers, trade $ 1,726,925
1,538,348
Income tax receivable 8,638
9,835
Other 101,713
96,079
1,837,276
1,644,262
Less: allowance for discounts, claims and doubtful accounts 81,566
86,103
Receivables, net $ 1,755,710
1,558,159

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. Receivables, net

Receivables, net are as follows:



	At June 29, 2019		At December 31, 2018
Customers, trade	$	1,793,551	1,562,284
Income tax receivable	17,414		17,217
Other	81,291		101,376
	1,892,256		1,680,877
Less: allowance for discounts, claims and doubtful accounts	72,782		74,718
Receivables, net	$	1,819,474	1,606,159

6. Inventories

The components of inventories are as follows:



	At June 29, 2019		At December 31, 2018
Finished goods	$	1,656,916	1,582,112
Work in process	154,961		165,616
Raw materials	555,754		539,887
Total inventories	$	2,367,631	2,287,615

September 29,
2018 December 31,
2017
Finished goods $ 1,538,122
1,326,038
Work in process 166,726
159,921
Raw materials 509,447
462,704
Total inventories $ 2,214,295
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		Total
Balance as of December 31, 2018
Goodwill	$	1,564,987		874,198		1,409,206		3,848,391
Accumulated impairment losses	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)
	1,033,057			531,144		956,765		2,520,966

Goodwill recognized during the period	(2,889		)	—		47,543		44,654
Currency translation during the period	5,879			—		(5,797	)	82

Balance as of June 29, 2019
Goodwill	1,567,977			874,198		1,450,952		3,893,127
Accumulated impairment losses	(531,930		)	(343,054	)	(452,441	)	(1,327,425	)
	$	1,036,047		531,144		998,511		2,565,702

Global Ceramic segment Flooring NA segment Flooring ROW segment Total
Balance as of December 31, 2017
Goodwill $ 1,567,872
869,764
1,361,248
3,798,884
Accumulated impairment losses (531,930 ) (343,054 ) (452,441 ) (1,327,425 )
$ 1,035,942
526,710
908,807
2,471,459

Goodwill recognized during the period $ —
5,184
96,000
101,184
Currency translation during the period $ (15,842 ) —
(34,662 ) (50,504 )

Balance as of September 29, 2018
Goodwill $ 1,552,030
874,948
1,422,586
3,849,564
Accumulated impairment losses (531,930 ) (343,054 ) (452,441 ) (1,327,425 )
$ 1,020,100
531,894
970,145
2,522,139

Intangible assets not subject to amortization:



	Tradenames
Balance as of December 31, 2018	$	707,380
Intangible assets acquired during the period	(874		)
Currency translation during the period	2,273
Balance as of June 29, 2019	$	708,779

Tradenames
Balance as of December 31, 2017 $ 644,208
Intangible assets acquired during the period 58,671
Currency translation during the period (19,531 )
Balance as of September 29, 2018 $ 683,348

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Intangible assets subject to amortization:



Gross carrying amounts:	Customer relationships			Patents		Other		Total
Balance as of December 31, 2018	$	651,012		254,483		6,535		912,030
Intangible assets recognized during the period	2,092			—		—		2,092
Currency translation during the period	(2,464		)	(1,624	)	(9	)	(4,097	)
Balance as of June 29, 2019	$	650,640		252,859		6,526		910,025

Accumulated amortization:	Customer relationships			Patents		Other		Total
Balance as of December 31, 2018	$	406,386		249,988		1,227		657,601
Amortization during the period	12,597			1,072		15		13,684
Currency translation during the period	(1,523		)	(1,580	)	(2	)	(3,105	)
Balance as of June 29, 2019	$	417,460		249,480		1,240		668,180

Intangible assets subject to amortization, net	$	233,180		3,379		5,286		241,845

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 43,635
—
7
43,642
Currency translation during the period (15,102 ) (8,889 ) (183 ) (24,174 )
Balance as of September 29, 2018 $ 653,796
258,080
6,649
918,525

Accumulated amortization: Customer
relationships Patents Other Total
Balance as of December 31, 2017 $ 390,428
259,908
1,162
651,498
Amortization during the period 21,429
1,713
56
23,198
Currency translation during the period (8,798 ) (8,673 ) (13 ) (17,484 )
Balance as of September 29, 2018 $ 403,059
252,948
1,205
657,212

Intangible assets subject to amortization, net $ 250,737
5,132
5,444
261,313



	Three Months Ended			Six Months Ended
	June 29, 2019		June 30, 2018	June 29, 2019	June 30, 2018
Amortization expense	$	6,955	7,483	13,684	15,050

Three Months Ended Nine Months Ended
September 29,
2018 September 30,
2017 September 29,
2018 September 30,
2017
Amortization expense $ 8,148
7,421
23,198
26,802

8. Accounts payable and accrued expenses

Accounts payable and accrued expenses are as follows:



	At June 29, 2019		At December 31, 2018
Outstanding checks in excess of cash	$	7,559	14,624
Accounts payable, trade	976,231		811,879
Accrued expenses	454,930		430,431
Product warranties	47,873		47,511
Accrued interest	15,745		21,908
Accrued compensation and benefits	211,596		197,513
Total accounts payable and accrued expenses	$	1,713,934	1,523,866

September 29,
2018 December 31,
2017
Outstanding checks in excess of cash $ 6,629
8,879
Accounts payable, trade 925,238
810,034
Accrued expenses 426,680
363,919
Product warranties 44,618
39,035
Accrued interest 13,838
22,363
Accrued compensation and benefits 206,415
207,442
Total accounts payable and accrued expenses $ 1,623,418
1,451,672

9. Accumulated other comprehensive income (loss)

The changes in accumulated other comprehensive income (loss) by component, for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 are as follows:



	Foreign currency translation adjustments			Pensions, net of tax		Total
Balance as of December 31, 2018	$	(782,102	)	(9,506	)	(791,608	)
Current period other comprehensive income	59,020			67		59,087
Balance as of June 29, 2019	$	(723,082	)	(9,439	)	(732,521	)

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 (146,143 ) 291
(145,852 )
Balance as of September 29, 2018 $ (694,070 ) (10,309 ) (704,379 )

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. Leases

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

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

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

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

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

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of lease costs are as follows:



	Three Months Ended June 29, 2019							Six Months Ended June 29, 2019
	Cost of Goods Sold			Selling, General and Administrative		Total		Cost of Goods Sold		Selling, General and Administrative		Total
Operating lease costs
Fixed	$	8,169		22,807		30,976		15,857		47,262		63,119
Short-term	1,552			3,577		5,129		2,991		6,486		9,477
Variable	2,093			9,348		11,441		4,371		14,548		18,919
Sub-leases	(41		)	(151	)	(192	)	(125	)	(284	)	(409	)
	11,773			35,581		47,354		23,094		68,012		91,106
Finance lease costs
Amortization of leased assets	—			392		392		—		824		824
Interest on lease liabilities	—			58		58		—		89		89
	—			450		450		—		913		913
Net lease costs	$	11,773		36,031		47,804		23,094		68,925		92,019

Supplemental balance sheet information related to leases is as follows:



	Classification	At June 29, 2019
Assets
Operating Leases
Right of use operating lease assets	Right of use operating lease assets	$	343,716
Finance Leases
Property, plant and equipment, gross	Property, plant and equipment	7,955
Accumulated depreciation	Accumulated depreciation	(2,838		)
Property, plant and equipment, net	Property, plant and equipment, net	5,117
Total lease assets		$	348,833

Liabilities
Operating Leases
Other current	Current operating lease liabilities	$	100,345
Non-current	Non-current operating lease liabilities	249,844
Total operating liabilities		350,189
Finance Leases
Short-term debt	Short-term debt and current portion of long-term debt	1,012
Long-term debt	Long-term debt, less current portion	5,014
Total finance liabilities		6,026
Total lease liabilities		$	356,215

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Maturities of lease liabilities are as follows:



Year ending December 31,	Finance Leases		Operating Leases	Total
2019 (excluding the six months ended June 29, 2019)	$	477	61,429	61,906
2020	1,034		110,389	111,423
2021	738		82,494	83,232
2022	488		55,932	56,420
2023	418		29,997	30,415
Thereafter	2,930		43,162	46,092
Total lease payments	6,085		383,403	389,488
Less imputed interest	59		33,214
Present value, Total	$	6,026	350,189

The Company had approximately $5,151 of leases that commenced after June 29, 2019 that created rights and obligations to the Company. These leases are not included in the above maturity schedule.

For additional information regarding the Company’s Commitments and Contingencies as of December 31, 2018 as disclosed for capital and operating leases, see Note 14 in its 2018 Annual Report filed on Form 10-K.

Lease term and discount rate are as follows:



	At June 29, 2019
Weighted Average Remaining Lease Term
Operating Leases	4.71 years
Finance Leases	9.08 years

Weighted Average Discount Rate
Operating Leases	3.3	%
Finance Leases	0.9	%

Supplemental cash flow information related to leases was as follows:



	Six Months Ended
	June 29, 2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	63,910
Operating cash flows from finance leases	26
Financing cash flows from finance leases	732
Right-of-use assets obtained in exchange for lease obligations:
Operating Leases	90,091
Finance Leases	195
Amortization:
Amortization of Right of use operating lease assets ⁽¹⁾	56,950

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Stock-based compensation

The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ~~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 318 restricted stock units ~~("RSUs"~~(“RSUs”) at a weighted average grant-date fair value of ~~$189.39~~$133.45 per unit for the three months ended ~~September~~June 29, ~~2018.~~2019. The Company granted ~~130~~187 RSUs at a weighted average grant-date fair value of ~~$236.82~~$137.30 per unit for the ~~nine~~six months ended ~~September~~June 29, ~~2018.~~2019. The Company granted ~~154~~4 RSUs at a weighted average grant-date fair value of ~~$226.91~~$204.35 per unit for the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~2018. The Company granted 127 at a weighted average grant-date fair value of $237.94 per unit for the six months ended June 30, 2018. The Company recognized stock-based compensation costs related to the issuance of RSUs of ~~$5,104~~$5,788 ($~~3,777~~4,283 net of taxes) and ~~$7,117~~$13,645 ($~~4,355~~10,097 net of taxes) for the three months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. The Company recognized stock-based compensation costs related to the issuance of RSUs of ~~$26,697~~$11,577 ($~~19,756~~8,567 net of taxes) and ~~$30,601~~$21,593 ($~~18,569~~15,979 net of taxes) for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. Pre-tax unrecognized compensation expense for unvested RSUs granted to employees, net of estimated forfeitures, was ~~$27,540~~$29,629 as of ~~September~~June 29, ~~2018,~~2019, and will be recognized as expense over a weighted-average period of approximately ~~1.38~~1.70 years. The Company ~~also recognized~~did not recognize any stock-based compensation costs related to stock options ~~of $6 ($4 net of taxes)~~ for the ~~nine~~six months ended ~~September~~June 29, 2019 and June 30, ~~2017 which was allocated to cost of sales and selling, general and administrative expenses.~~2018, respectively.

~~11.~~12. Other expense (income), net

Other expense (income), net is as follows:



	Three Months Ended					Six Months Ended
	June 29, 2019			June 30, 2018		June 29, 2019		June 30, 2018
Foreign currency losses (gains), net	$	2,088		3,317		978		4,722
Release of indemnification asset	—			—		—		1,749
All other, net	(5,136		)	(1,227	)	(7,762	)	(383	)
Total other expense, net	$	(3,048	)	2,090		(6,784	)	6,088

Three Months Ended Nine Months Ended
September 29,
2018 September 30,
2017 September 29,
2018 September 30,
2017
Foreign currency losses (gains), net $ 2,456
3,568
7,178
6,253
Release of indemnification asset —
—
1,749
—
All other, net (1,750 ) (2,283 ) (2,133 ) (4,798 )
Total other expense, net $ 706
1,285
6,794
1,455

~~12.~~13. Income Taxes

For the quarter ended ~~September~~June 29, ~~2018,~~2019, the Company recorded income tax expense of ~~$49,487~~$56,733 on earnings before income taxes of ~~$277,513~~$259,387 for an effective tax rate of ~~17.8%~~21.9%, as compared to an income tax expense of ~~$100,532~~$118,809 on earnings before income taxes of ~~$371,554,~~$316,354, for an effective tax rate of ~~27.1%~~37.6% for the quarter ended ~~September~~June 30, ~~2017.~~2018. For the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, the Company recorded income tax expense of ~~$215,928~~$93,751 on earnings before income taxes of ~~$850,740~~$417,980 for an effective tax rate of ~~25.4%~~22.4%, as compared to an income tax expense of ~~$251,572~~$166,441 on earnings before income taxes of ~~$985,398,~~$573,227, for an effective tax rate of ~~25.5%~~29.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2018. The difference in the effective tax rates for the ~~three~~comparative periods was caused by geographical dispersion of profits and ~~nine months ended September 29, 2018 were unfavorably impacted by~~losses and the issuance of IRS Notice 2018-26 ~~issued by~~which caused the ~~Department~~Company to record $54,674 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~~net tax rates for the three and nine months ended September 29, 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 nine months ended September 30, 2017 were both favorably impacted by discrete items.expense.

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 Tax Cuts and Jobs Act ("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

1519

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Company has not completed its accounting~~14. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity for the ~~income tax effects~~three months ended June 29, 2019 and June 30, 2018 (in thousands).



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

March 30, 2019	$	—	79,771		$	798		$	1,853,484		$	6,709,782		$	(777,547	)	(7,349	)	$	(215,716	)	$	6,244	$	7,577,045
Shares issued under employee and director stock plans	—		7		—			(24		)	—			—			1		4			—		(20		)
Stock-based compensation expense	—		—		—			5,788			—			—			—		—			—		5,788
Repurchases of common stock	—		(66	)	(1		)	—			(8,962		)	—			—		—			—		(8,963		)
Accretion of redeemable noncontrolling interest	—		—		—			—			—			—			—		—			—		—
Noncontrolling earnings	—		—		—			—			—			—			—		—			214		214
Currency translation adjustment on non-controlling interests	—		—		—			—			—			—			—		—			—		—
Currency translation adjustment	—		—		—			—			—			45,067			—		—			60		45,127
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—		—		—			—			—			(41		)	—		—			—		(41		)
Net income	—		—		—			—			202,441			—			—		—			—		202,441
June 29, 2019	$	—	79,712		$	797		$	1,859,248		$	6,903,261		$	(732,521	)	(7,348	)	$	(215,712	)	$	6,518	$	7,821,591



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

March 31, 2018	$	30,924		81,883	$	819	$	1,827,075	$	6,212,966	$	(487,168	)	(7,350	)	$	(215,749	)	$	8,066		$	7,346,009
Shares issued under employee and director stock plans	—			69	1		1,340		—		—			—		4			—			1,345
Stock-based compensation expense	—			—	—		13,645		—		—			—		—			—			13,645
Repurchases of common stock	—			—	—		—		—		—			—		—			—			—
Accretion of redeemable noncontrolling interest	—			—	—		—		—		—			—		—			—			—
Noncontrolling earnings	781			—	—		—		—		—			—		—			178			178
Currency translation adjustment on non-controlling interests	(1,662		)	—	—		—		—		—			—		—			(364		)	(364		)
Currency translation adjustment	—			—	—		—		—		(184,323		)	—		—			—			(184,323		)
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—			—	—		—		—		358			—		—			—			358
Net income	—			—	—		—		196,586		—			—		—			—			196,586
June 30, 2018	$	30,043		81,952	$	820	$	1,842,060	$	6,409,552	$	(671,133	)	(7,350	)	$	(215,745	)	$	7,880		$	7,373,434

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following tables reflect the ~~TCJA but this will be completed within the one-year time period permitted by SAB 118.~~

~~As disclosed~~changes in ~~its December 31, 2017 10-K, the Company was able to make reasonable estimates and recorded a provisional amount in 2017~~stockholders’ equity 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 resulting from an increase of $100,865 for estimated Deemed Repatriation Transition Tax ("Transition Tax"), and decreases of $27,485 and $18,706 for reversals of unrecognized tax liabilities and transaction tax liabilities, respectively, during the ninesix months ended ~~September~~June 29, ~~2018.~~2019 and June 30, 2018 (in thousands).

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 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 September 29, 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 September 29, 2018, $17,522 of the Transition Tax obligation is current, with the remaining $188,508 recorded in other long-term liabilities within the accompanying condensed consolidated balance sheets.



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

January 1, 2019	$	—	79,656		$	797		$	1,852,173		$	6,588,197		$	(791,608	)	(7,349	)	$	(215,745	)	$	6,245	$	7,440,059
Shares issued under employee and director stock plans	—		122		1			(4,502		)	—			—			1		33			—		(4,468		)
Stock-based compensation expense	—		—		—			11,577			—			—			—		—			—		11,577
Repurchases of common stock	—		(66	)	(1		)	—			(8,962		)	—			—		—			—		(8,963		)
Accretion of redeemable noncontrolling interest	—		—		—			—			—			—			—		—			—		—
Noncontrolling earnings	—		—		—			—			—			—			—		—			204		204
Currency translation adjustment on non-controlling interests	—		—		—			—			—			—			—		—			—		—
Currency translation adjustment	—		—		—			—			—			59,020			—		—			69		59,089
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—		—		—			—			—			67			—		—			—		67
Net income	—		—		—			—			324,026			—			—		—			—		324,026
June 29, 2019	$	—	79,712		$	797		$	1,859,248		$	6,903,261		$	(732,521	)	(7,348	)	$	(215,712	)	$	6,518	$	7,821,591

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.



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

January 1, 2018	$	29,463		81,771	$	818	$	1,828,131		$	6,004,506		$	(558,527	)	(7,350	)	$	(215,766	)	$	7,847		$	7,067,009
Shares issued under employee and director stock plans	—			181	2		(7,664		)	—			—			—		21			—			(7,641		)
Stock-based compensation expense	—			—	—		21,593			—			—			—		—			—			21,593
Repurchases of common stock	—			—	—		—			—			—			—		—			—			—
Accretion of redeemable noncontrolling interest	305			—	—		—			(305		)	—			—		—			—			(305		)
Noncontrolling earnings	1,226			—	—		—			—			—			—		—			209			209
Currency translation adjustment on non-controlling interests	(951		)	—	—		—			—			—			—		—			(176		)	(176		)
Currency translation adjustment	—			—	—		—			—			(112,829		)	—		—			—			(112,829		)
Prior pension and post-retirement benefit service cost and actuarial gain / loss	—			—	—		—			—			223			—		—			—			223
Net income	—			—	—		—			405,352			—			—		—			—			405,352
June 30, 2018	$	30,043		81,952	$	820	$	1,842,060		$	6,409,552		$	(671,133	)	(7,350	)	$	(215,745	)	$	7,880		$	7,373,434

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.

~~13.~~15. Earnings per share

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



	Three Months Ended			Six Months Ended
	June 29, 2019		June 30, 2018	June 29, 2019	June 30, 2018
Net earnings attributable to Mohawk Industries, Inc.	$	202,441	196,586	324,026	405,352
Accretion of redeemable noncontrolling interest ⁽¹⁾	—		—	—	(305	)
Net earnings available to common stockholders	$	202,441	196,586	324,026	405,047

Weighted-average common shares outstanding-basic and diluted:
Weighted-average common shares outstanding—basic	72,402		74,597	71,970	74,525
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net	278		340	280	403
Weighted-average common shares outstanding-diluted	72,680		74,937	72,250	74,928

Earnings per share attributable to Mohawk Industries, Inc.
Basic	$	2.80	2.64	4.50	5.44
Diluted	$	2.79	2.62	4.48	5.41

Three Months Ended Nine Months Ended
September 29,
2018 September 30,
2017 September 29,
2018 September 30,
2017
Net earnings attributable to Mohawk Industries, Inc. $ 227,013
270,025
632,365
731,260
Accretion of redeemable noncontrolling interest ^(a)
(670 ) (46 ) (975 ) (46 )
Net earnings available to common stockholders $ 226,343
269,979
631,390
731,214

Weighted-average common shares outstanding-basic and diluted:
Weighted-average common shares outstanding—basic 74,603
74,338
74,599
74,330
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net 342
503
378
500
Weighted-average common shares outstanding-diluted 74,945
74,841
74,977
74,830

Earnings per share attributable to Mohawk Industries, Inc.
Basic $ 3.03
3.63
8.46
9.84
Diluted $ 3.02
3.61
8.42
9.77

~~(a)~~⁽¹⁾ Represents the accretion of the ~~Company's~~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.~~value. The ~~Company has had the~~holder put this option to ~~call and~~ the ~~holder the option to put this noncontrolling interest since May 12, 2018.~~Company on December 20, 2018 for $33,884.

~~14.~~16. 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~~Segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone tile and other products including natural stone, quartz and porcelain slab countertops, which it distributes primarily in North America, Europe, Brazil and Russia through ~~its network of regional distribution centers and Company-operated service centers. The segment’s product lines are sold through Company-operated service centers,~~various selling channels, which include Company-owned stores, independent distributors, independent retailers, home ~~center retailers, tile~~centers, commercial contractors and ~~flooring retailers and contractors.~~commercial end users. The Flooring NA ~~segment~~Segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet ~~pad, hardwood,~~cushion, wood flooring, laminate and vinyl products, including ~~LVT,~~luxury vinyl tile (LVT), which it distributes to its residential and commercial sales channels through its network of regional distribution centers and satellite warehouses using ~~company-operated~~Company-operated trucks, common carrier or rail transportation. The ~~segment’s~~Segment’s product lines are sold through ~~various selling channels, including~~ independent floor covering retailers, independent distributors, home centers, mass merchandisers, department stores, shop at home, online retailers, buying groups, commercial ~~dealers~~contractors and commercial end users. The Flooring ROW ~~segment~~Segment designs, manufactures, sources, licenses and markets laminate, ~~hardwood~~wood flooring, carpets, ~~rugs,~~ roofing elements, insulation boards, medium-density fiberboard (“MDF”), chipboards, ~~sheet~~other wood products and vinyl ~~and~~products, including LVT, which it distributes primarily in Europe, Russia, Australia and New Zealand through various selling channels, which include independent floor covering retailers, independent distributors, company-owned distributors, home centers, commercial contractors and ~~home centers.~~commercial end users.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment information is as follows:


	Three Months Ended					Nine Months Ended				Three Months Ended					Six Months Ended
	September 29, 2018			September 30, 2017		September 29, 2018		September 30, 2017		June 29, 2019			June 30, 2018		June 29, 2019		June 30, 2018
Net sales:
Global Ceramic segment	$	885,773		893,399		2,691,618		2,581,038		$	958,031		929,297		1,856,383		1,805,845
Flooring NA segment	1,047,540			1,031,773		3,055,468		3,011,568		983,439			1,057,570		1,905,419		2,007,928
Flooring ROW segment	612,487			523,338		1,787,930		1,529,587		643,015			590,147		1,265,173		1,175,443
Intersegment sales	—			—		—		—		—			—		—		—
Total										$	2,584,485		2,577,014		5,026,975		4,989,216
	$	2,545,800		2,448,510		7,535,016		7,122,193
Operating income (loss):
Global Ceramic segment	$	118,716		143,368		366,893		411,961		$	118,141		134,760		202,476		248,177
Flooring NA segment	93,369			163,494		268,779		383,118		59,502			100,662		60,151		175,410
Flooring ROW segment	84,108			83,042		273,334		245,189		101,533			100,166		191,964		189,226
Corporate and intersegment eliminations	(8,949		)	(9,806	)	(27,056	)	(29,561	)	(12,316		)	(9,281	)	(22,401	)	(18,107	)
	$	287,244		380,098		881,950		1,010,707
Total										$	266,860		326,307		432,190		594,706



	At June 29, 2019		At December 31, 2018
Assets:
Global Ceramic segment	$	5,661,364	5,194,030
Flooring NA segment	4,024,428		3,938,639
Flooring ROW segment	3,858,264		3,666,617
Corporate and intersegment eliminations	262,046		299,837
Total	$	13,806,102	13,099,123

September 29,
2018 December 31,
2017
Assets:
Global Ceramic segment $ 4,999,334
4,838,310
Flooring NA segment 3,989,784
3,702,137
Flooring ROW segment 3,709,623
3,245,424
Corporate and intersegment eliminations 302,185
308,982
$ 13,000,926
12,094,853

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

~~15.~~17. Commitments and contingencies

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

Alabama Municipal Litigation

In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific perfluorinated compounds, including the Company. On October 26, 2016, the defendants removed the case to the United States District Court for the Northern District of Alabama, Middle Division, alleging diversity of citizenship and fraudulent joinder. The Gadsden Water Board filed a motion to remand the case back to the state court, and the defendants opposed the Gadsden Water Board’s motion. The federal court granted Gadsden Water ~~Board's~~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 party 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 of jurisdiction over the 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, and the defendants opposed the Centre Water Board’s motion. The federal court granted Centre Water Board's motion for remand. ~~On December 6, 2017,~~

Certain defendants, including the Company, ~~appealed the federal court's determination that co-defendant ICI was properly joined as a party to that~~filed dispositive motions in each 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 arguedarguing that the ~~courts did not have~~state court lacks personal jurisdiction over them. Both state courts denied those motions. In June and September 2018, certain defendants, including the Company, and that the complaints failed to state a claim on which relief could be granted. The Centre Water Board court denied one motion on May 15, 2018, and the Gadsden Water Board court denied the other motion on August 13, 2018. On June 19, 2018, the Company filed a petition topetitioned the Alabama Supreme Court infor Writs of Mandamus directing each lower court to enter an order granting the ~~Centre Water Board case,~~defendants’ dispositive motions on personal jurisdiction grounds. Those petitions have been fully briefed and ~~on September 21, 2018,~~ the Company ~~filed~~awaits a ~~petition to~~decision from the Alabama Supreme ~~Court in the Gadsden Water Board case, seeking rulings that the trial courts erred in denying the motions on the personal jurisdiction arguments. Both petitions remain pending.~~Court.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has never manufactured the perfluorinated compounds at issue 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.

Belgian Tax Matter

~~In January~~Between 2012 and 2014, the Company received ~~a €23,789 assessment~~assessments 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~~calendar years ~~ended December 31,~~ 2005 ~~and December 31, 2009,~~through 2010 in the amounts of €46,135, €38,817, €39,635, €30,131, €35,567 and ~~€35,567,~~€43,117 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~~Company’s formal protests against these assessments and the Company ~~has~~ brought ~~these two~~all six 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 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,

~~Table of Contents~~

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

Belgium and agreed with the Belgium 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 2011.

~~On January 27, 2016, the~~ Court of First Appeal in Bruges ~~Belgium~~ ruled in favor of the Company on January 27, 2016, 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~~2009; and 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. ~~On August 31, 2018, the~~The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €40,617, €39,732, €11,358, €23,919, €30,610, €93,145 and €79,933 respectively, including penalties, but excluding interest. The Company ~~has now received favorable~~intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, ~~from~~which the ~~Court of First Appeal in Bruges on all calendar years 2005 through 2010, inclusive.~~Belgian tax authority is appealing.

The Company continues to disagree with the views of the Belgian tax authority on this matter and will persist in its vigorous defense. Nevertheless, on May 24, 2016, the tax collector representing the Belgian tax authorities imposed a lien on the ~~Company's~~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~~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 the Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.

~~16.~~18. Debt

Senior Credit Facility

On March 26, 2015, the Company amended and restated its 2013 senior credit facility increasing its size from $1,000,000 to $1,800,000 and extending the maturity from September 25, 2018 to March 26, 2020 (as amended and restated, the ~~"2015~~“2015 Senior Credit ~~Facility"~~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~~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 the issuance of Euro-denominated commercial paper notes by subsidiaries. Additionally, at several points in 2016, the Company extended the maturity date of the 2015 Senior Credit Facility from March 26, 2020 to March 26, 2021. In the first half of 2017, the Company amended the 2015 Senior Credit Facility to extend the maturity date from March 26, 2021 to March 26, 2022.

At the ~~Company's~~Company’s election, revolving loans under the 2015 Senior Credit Facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 1.00% and 1.75% (1.125% as of ~~September~~June 29, ~~2018)~~2019), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or ~~a monthly LIBOR~~the Eurocurrency Rate (as defined inthe 2015 Senior Credit Facility) rate plus 1.0%, plus an applicable margin ranging between 0.00% and 0.75% (0.125% as of ~~September~~June 29, ~~2018)~~2019). 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'~~lenders exceed utilization

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

of the 2015 Senior Credit Facility ranging from 0.10% to 0.225% per annum (0.125% as of ~~September~~June 29, ~~2018)~~2019). The applicable margins and the commitment fee are determined based on whichever of the ~~Company's~~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.

~~Table of Contents~~

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

dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the ~~Company's~~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~~In 2017, 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.

As of ~~September~~June 29, ~~2018,~~2019, amounts utilized under the 2015 Senior Credit Facility included ~~$12,000~~$21,057 of borrowings and ~~$55,636~~$22,787 of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of ~~$969,520~~$1,179,286 under the ~~Company's~~Company’s U.S. and European commercial paper programs as of ~~September~~June 29, ~~2018~~2019 reduce the availability of the 2015 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized ~~$1,037,156~~$1,223,130 under the 2015 Senior Credit Facility resulting in a total of ~~$762,844~~$576,870 available as of ~~September~~June 29, ~~2018.~~2019.

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~~Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.

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

The proceeds from the issuance of commercial paper notes ~~are~~will be available for general corporate purposes. As of ~~September~~June 29, ~~2018,~~2019, there was ~~$503,000~~$526,000 outstanding under the U.S. commercial paper program, and the euro equivalent of ~~$466,520 was outstanding~~$653,286 under the European program. The weighted-average interest rate and maturity period for the U.S. program were ~~2.40%~~2.73% and ~~25.08~~31.09 days, respectively. The weighted average interest rate and maturity period for the European program were ~~(0.20)~~(0.21)% and ~~45.91~~38.35 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"~~Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event shall the interest rate be less than zero). Interest on the 2020 Floating Rate Notes is payable quarterly on August 18, November 18, February 18, and May 18 of each year. Mohawk Finance paid financing costs of ~~$864~~$890 in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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"~~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.

~~Table of Contents~~

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

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

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

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

~~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. 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 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 $250 in connection with the second extension. These costs were deferred and are being amortized over the remaining term of the Securitization Facility. The Securitization Facility expired in accordance with its terms on December 19, 2017.

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



	At June 29, 2019					At December 31, 2018
	Fair Value			Carrying Value		Fair Value		Carrying Value
3.85% senior notes, payable February 1, 2023; interest payable semiannually	$	624,041		600,000		599,904		600,000
2.00% senior notes, payable January 14, 2022; interest payable annually	594,325			568,569		587,487		572,148
Floating Rate Notes, payable May 18, 2020, interest payable quarterly	340,583			341,142		343,004		343,289
Floating Rate Notes, payable September 11, 2019, interest payable quarterly	341,270			341,142		343,560		343,289
U.S. commercial paper	526,000			526,000		632,668		632,668
European commercial paper	653,286			653,286		707,175		707,175
Five-year senior secured credit facility, due March 26, 2022	21,057			21,057		57,896		57,896
Capital leases and other	13,899			13,899		6,664		6,664
Unamortized debt issuance costs	(4,094		)	(4,094	)	(5,155	)	(5,155	)
Total debt	3,110,367			3,061,001		3,273,203		3,257,974
Less current portion of long-term debt and commercial paper	1,891,512			1,891,512		1,742,373		1,742,373
Long-term debt, less current portion	$	1,218,855		1,169,489		1,530,830		1,515,601

September 29, 2018 December 31, 2017
Fair Value
Carrying
Value
Fair Value
Carrying
Value
3.85% senior notes, payable February 1, 2023; interest payable semiannually $ 600,816
600,000
622,752
600,000
2.00% senior notes, payable January 14, 2022; interest payable annually 606,580
580,248
634,193
600,096
Floating Rate Notes, payable September 11, 2019, interest payable quarterly 348,595
348,149
360,807
360,058
Floating Rate Notes, payable May 18, 2020, interest payable quarterly 348,090
348,149
—
—
U.S. commercial paper 503,000
503,000
228,500
228,500
European commercial paper 466,520
466,520
912,146
912,146
2015 Senior Credit Facility 12,000
12,000
62,104
62,104
Capital leases and other 10,008
10,008
6,934
6,934
Unamortized debt issuance costs (5,670 ) (5,670 ) (6,260 ) (6,260 )
Total debt 2,889,939
2,862,404
2,821,176
2,763,578
Less current portion of long-term debt and commercial paper 1,333,853
1,333,853
1,203,683
1,203,683
Long-term debt, less current portion $ 1,556,086
1,528,551
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

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

~~The Company~~Mohawk is a significant ~~participant in~~supplier of every major ~~product~~flooring category ~~across~~with manufacturing operations in 19 nations and sales in more than 170 countries. Currently, many of the ~~global~~Company's markets are experiencing uncertainties, with some economies slowing, while other markets are facing import pressures and excess capacity. Moreover, we expect the environment to remain challenging through the remainder of this year.

Based on its annual sales, the Company believes it is the world’s largest flooring ~~industry.~~manufacturer. A majority of the Company’s ~~sales and~~ long-lived assets are located in the United States and ~~Europe.~~Europe, which remain the Company’s primary markets. The ~~Company expects~~Company's continued growth in the United States market ifis expected to be consistent with residential housing starts, existing home sales, residential remodeling investments and ~~remodeling continue~~commercial construction and remodeling. To maintain its market position, the Company has invested significantly in state-of-the-art manufacturing to ~~grow.~~create aspirational products to delight consumers with beauty and performance. The Company also is a leading provider of flooring for the U.S. commercial market and has earned significant recognition for its innovation in design and performance and sustainable practices. Additionally, the Company maintains significant operations in Europe, Russia, Mexico, Australia, New Zealand, Brazil and other parts of the world where ~~the Company is growing~~it has established leading market ~~share, especially in~~positions through its ~~ceramic tile product lines. The Company expects sales growth to continue on a local basis in 2018. The Company is also implementing product price increases due to escalating material costs.~~differentiated products, broad distribution and marketing initiatives.

In ~~2017,~~2018, the Company invested over ~~$900~~$790 million in capital projects to expand capacities, differentiate products, and improve productivity. In ~~2018,~~2019, the Company plans to invest an additional ~~$800~~$550-580 million in its existing businesses to complete projects that were begun in ~~2017~~2018 and to commence new ~~initiatives, resulting in approximately $35 million of increased start-up costs.~~initiatives. The largest investments during this two-year period are the expansion of LVT in the U.S. and Europe; ceramic capacity increases in Mexico, Italy, Poland and Russia; ~~luxury~~premium laminate in the U.S., Europe and Russia; carpet tile in Europe; sheet vinyl in Russia; and countertops in the U.S. and Europe.

For the three months ended ~~September~~June 29, ~~2018,~~2019, net earnings attributable to the Company were ~~$227.0~~$202.4 million, or diluted earnings per share ~~("EPS"~~(“EPS”) of ~~$3.02,~~$2.79, compared to net earnings attributable to the Company of ~~$270.0~~$196.6 million, or diluted EPS of ~~$3.61~~$2.62 for the three months ended ~~September~~June 30, ~~2017.~~ 2018.

Net earnings attributable to the Company were ~~$632.4~~$324.0 million, or diluted EPS of ~~$8.42~~$4.48 for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 compared to net earnings attributable to the Company of ~~$731.3~~$405.4 million, or diluted EPS of ~~$9.77~~$5.41 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The decrease in EPS was primarily attributable to higher inflation, ~~higher start-up costs, and costs due to temporarily reducing production, partially offset by decreased income tax expense,~~ the ~~favorable~~ net impact of price and product mix, ~~increased sales volume and savings~~the net impact from ~~capital investments and cost reduction initiatives. The~~foreign exchange rates, an increase in ~~sales volume is primarily~~costs due to lower production volumes, the ~~acquisitions.~~impact of restructuring, acquisition and integration activities, temporary reductions in production, investments in new product development, sales personnel and marketing, partially offset by lower startup costs.

For the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, the Company generated ~~$894.5~~$566.3 million of cash from operating activities. As of ~~September~~June 29, ~~2018,~~2019, the Company had cash and cash equivalents of ~~$91.4~~$128.1 million, of which ~~$27.7~~$24.6 million was in the United States and ~~$63.6~~$103.5 million was in foreign countries.

~~Recent Events~~

~~On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock.~~

On October 15, 2018, the Company agreed to acquire Eliane S/A Revestimentos Ceramicos, one of the largest ceramic tile companies in Brazil for approximately $250 million. The acquisition is expected to close during the fourth quarter.

On July 2, 2018, the Company completed its acquisition of Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending Mohawk's global position. The total value of the acquisition was approximately $400.9 million.

Results of Operations

Quarter Ended ~~September~~June 29, ~~2018,~~2019, as compared with Quarter Ended ~~September~~June 30, ~~2017~~2018

Net sales

Net sales for the three months ended ~~September~~June 29, ~~2018~~2019 were ~~$2,545.8~~$2,584.5 million, reflecting an increase of ~~$97.3~~$7.5 million, or ~~4.0%~~0.3%, from the ~~$2,448.5~~$2,577.0 million reported for the three months ended ~~September~~June 30, ~~2017.~~2018. The increase was primarily attributable to higher sales volume of approximately ~~$108~~$92 million, or ~~4%,~~3.6% which includes sales ~~volume attributable to~~from acquisitions of approximately ~~$75 million. Also contributing to the increase in sales was the favorable net impact of price and product mix of approximately $13~~$135 million ~~or 1%,~~ partially offset by ~~the net impact~~lower legacy sales of ~~unfavorable foreign exchange rates of approximately $23~~$43 million ~~or 1%.~~

~~Global Ceramic segment~~—Net sales decreased $7.6 million, or 0.9%, to $885.8 million for the three months ended September 29, 2018, compared to $893.4 million for the three months ended September 30, 2017. The decrease was primarily attributable to the net impact of unfavorable foreign exchange rates of approximately $13 million, or 2%, and the unfavorable net impact of price and product mix of ~~approximately $4~~$32 million, ~~partially offset~~or 1.2%. Net Sales were also affected by ~~higher sales volume~~the unfavorable net impact from foreign exchange rates of approximately $9$51 million, or 1%2%.

~~Flooring NA~~Global Ceramic segment—Net sales increased ~~$15.8~~$28.7 million, or ~~1.5%~~3.1%, to ~~$1,047.5~~$958.0 million for the three months ended ~~September~~June 29, ~~2018,~~2019, compared to ~~$1,031.8~~$929.3 million for the three months ended ~~September~~June 30, ~~2017. The increase was primarily attributable to the favorable net impact of price and product mix and higher sales volume.~~

~~Flooring ROW segment—Net sales increased $89.1 million, or 17.0%, to $612.5 million for the three months ended September 29, 2018, compared to $523.3 million for the three months ended September 30, 2017.~~2018. The increase was primarily attributable to higher sales volume of approximately ~~$86~~$46 million ~~or 16%,~~ which includes sales ~~volume attributable to~~from acquisitions of approximately ~~$75~~$54 million, partially offset by the unfavorable net impact from foreign exchange rates of approximately $17 million. ~~Also contributing~~

Flooring NA segment—Net sales decreased $74.2 million, or 7.0%, to $983.4 million for the ~~increase in sales~~three months ended June 29, 2019, compared to $1,057.6 million for the three months ended June 30, 2018. The decrease was primarily attributable to lower volumes of $67 million and by the ~~favorable~~unfavorable net impact of price and product mix of approximately ~~$14~~$8 million.

Flooring ROW segment—Net sales increased $52.9 million, or 3%9.0%, to $643.0 million for the three months ended June 29, 2019, compared to $590.1 million for the three months ended June 30, 2018. The increase was primarily attributable to higher sales volume of approximately $113 million which includes sales from acquisitions of approximately $81 million, partially offset by the unfavorable net impact of price and product mix of $25 million and the unfavorable net impact from foreign exchange rates of approximately ~~$10 million, or 2%.~~$34 million.

Gross profit

Gross profit for the three months ended ~~September~~June 29, ~~2018~~2019 was ~~$720.4~~$736.6 million ~~(28.3%~~(28.5% of net sales), a decrease of ~~$62.9~~$30.0 million or ~~8.0%~~3.9%, compared to gross profit of ~~$783.3~~$766.6 million ~~(32.0%~~(29.7% of net sales) for the three months ended ~~September~~June 30, ~~2017.~~2018. As a percentage of net sales, gross profit decreased ~~369~~124 basis points. The decrease in gross profit dollars was ~~primarily~~ attributable to higher inflation costs of approximately $63 million, including increased material costs of approximately $37 million, approximately $10 million of start-up costs associated with large investments to expand sales, add product categories and enter new markets, the unfavorable net impact of price and product mix of $30 million, the unfavorable net impact from foreign exchange rates of approximately $9$17 million, ~~approximately $9 million~~the unfavorable impact of inflation and costs due to temporarily reducing production ~~and the unfavorable impact~~ of ~~higher restructuring, acquisition and integration-related and other costs of approximately~~ $5 million, partially offset by higher sales volume of approximately ~~$29~~$16 million and ~~savings from capital investments and cost reduction initiatives~~lower start up costs of approximately $5$7 million.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended ~~September~~June 29, ~~2018~~2019 were ~~$433.2~~$469.8 million ~~(17.0%~~(18.2% of net sales), an increase of ~~$30.0~~$29.6 million compared to ~~$403.2~~$440.2 million ~~(16.5%~~(17.1% of net sales) for the three months ended ~~September~~June 30, ~~2017.~~2018. As a percentage of net sales, selling, general and administrative expenses increased 55109 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately ~~$12~~$25 million of costs due to higher sales volume and inflation of approximately $8 million.

Operating income

Operating income for the three months ended June 29, 2019 was $266.9 million (10.3% of net sales) reflecting a decrease of $59.4 million, or 18.2%, compared to operating income of $326.3 million (12.7% of net sales) for the three months ended June 30, 2018. The decrease in operating income was primarily attributable to the unfavorable net impact of price and product mix of $30 million, the unfavorable net impact of sales volume of $8 million, an increase in costs ~~associated with investments in new product development, sales personnel, and marketing,~~of approximately $11 million primarily due to lower production volumes, higher inflation costs of approximately $6$10 million, the unfavorable net impact from foreign exchange rates of approximately $9 million, partially offset by lower startup costs of approximately $9 million and ~~the unfavorable impact of higher~~lower restructuring, acquisition and integration-related and other costs of approximately $5$6 million.

~~Operating income~~

Global Ceramic segment—Operating income ~~for the three months ended September 29, 2018~~ was ~~$287.2~~$118.1 million ~~(11.3%~~(12.3% of ~~net sales) reflecting a decrease of $92.9 million, or 24.4%, compared to operating income of $380.1 million (15.5% of~~segment net sales) for the three months ended ~~September~~June 29, 2019 reflecting a decrease of $16.7 million compared to operating income of $134.8 million (14.5% of segment net sales) for the three months ended June 30, ~~2017.~~2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately ~~$69 million, including increased material costs of approximately $37 million and increased North American freight costs of approximately $12~~$20 million, approximately ~~$14 million of start-up costs associated with large investments to expand sales, add~~

~~product categories, and enter new markets, approximately $10 million due to the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs, approximately $9~~$6 million of costs due to temporarily reducing production, the unfavorable net impact ~~of unfavorable~~from foreign exchange rates of approximately ~~$6 million, and approximately~~ $4 ~~million of costs associated with investments in new product development, sales personnel, and marketing, partially offset by increased sales volume of approximately $17 million.~~

~~Global Ceramic segment~~—Operating income was $118.7 million (13.4% of segment net sales) for the three months ended September 29, 2018 reflecting a decrease of $24.7 million compared to operating income of $143.4 million (16.0% of segment net sales) for the three months ended September 30, 2017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $29 million, including increased North American freight costs of approximately $12 million, the unfavorable net impact of price and product mix of

approximately $8$3 million, ~~approximately $5 million of costs due to temporarily reducing production, and approximately $4 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 ~~$15 million, approximately $6 million due to the favorable impact of lower restructuring, acquisition and integration-related, and other costs, and increased sales volume of approximately $4~~$16 million.

Flooring NA segment—Operating income was ~~$93.4~~$59.5 million ~~(8.9%~~(6.1% of segment net sales) for the three months ended ~~September~~June 29, ~~2018~~2019 reflecting a decrease of ~~$70.1~~$41.2 million compared to operating income of ~~$163.5~~$100.7 million (9.5% of segment net sales) for the three months ended June 30, 2018. The decrease in operating income was primarily attributable to an increase in costs of approximately $29 million due to lower production volumes and approximately $23 million due to lower sales volumes partially offset by savings from capital investments and cost reduction initiatives of approximately $8 million and lower start up costs of approximately $4 million.

Flooring ROW segment—Operating income was $101.5 million (15.8% of segment net sales) for the three months ended ~~September 30, 2017. The decrease in~~June 29, 2019 reflecting an increase of $1.3 million compared to operating income ~~was primarily attributable to higher inflation costs~~ of ~~approximately $36~~$100.2 million including increased material costs of approximately $30 million, an increase in costs of approximately $24 million due to lower than expected production volumes, the ramp up of new products and higher logistics costs, approximately $8 million of start-up costs associated with large investments to expand sales, add product categories, and enter new markets, and approximately $4 million of costs due to temporarily reducing production.

~~Flooring ROW segment—Operating income was $84.1 million (13.7%~~(17.0% of segment net sales) for the three months ended ~~September 29, 2018 reflecting an increase of $1.1 million compared to operating income of $83.0 million (15.9% of segment net sales) for the three months ended September~~June 30, ~~2017.~~2018. The increase in operating income was primarily attributable to increased sales volume of approximately $9$16 million ~~savings from capital investments~~ and ~~cost reduction initiatives~~lower material inflation costs of approximately $9$16 million, ~~and the favorable~~offset by unfavorable net impact of price and product mix of approximately $21 million and the unfavorable net impact from foreign exchange rates of approximately $6 million ~~partially offset by approximately $11 million due to the unfavorable impact of~~and higher restructuring, acquisition and integration-related and other costs approximately $5 million of start-up costs associated with large investments to expand sales, add product categories, and enter new markets, higher inflation costs of approximately $4 million, and the net impact of unfavorable foreign exchange rates of approximately $4 million.

Interest expense

Interest expense was ~~$9.0~~$10.5 million for the three months ended ~~September~~June 29, ~~2018,~~2019, reflecting an increase of ~~$1.8~~$2.6 million compared to interest expense of ~~$7.3~~$7.9 million for the three months ended ~~September~~June 30, ~~2017.~~2018. The increase in interest expense was primarily due to increased borrowings.

Other expense (income), net

Other ~~expense,~~income, net was ~~$0.7~~$3.0 million for the three months ended ~~September~~June 29, ~~2018,~~2019, reflecting ana favorable change of ~~$0.6~~$5.1 million compared to other expense, net of ~~$1.3~~$2.1 million for the three months ended ~~September~~June 30, ~~2017.~~2018. The change was primarily attributable to the ~~increased~~ favorable impact offrom foreign exchange rates on transactions in the current ~~year.~~year and a miscellaneous insurance settlement.

Income tax expense

For the three months ended ~~September~~June 29, ~~2018,~~2019, the Company recorded income tax expense of ~~$49.5~~$56.7 million on earnings before income taxes of ~~$277.5~~$259.4 million for an effective tax rate of ~~17.8%~~21.9%, as compared to income tax expense of ~~$100.5~~$118.8 million on earnings before income taxes of ~~$371.6~~$316.4 million, for an effective tax rate of ~~27.1%~~37.6% for the three months ended ~~September~~June 30, ~~2017.~~2018. The difference in the effective tax rates was caused by geographical dispersion of profits and losses in the comparative periods and the unfavorable impact of the issuance of IRS Notice 2018-26 to the effective tax rate ~~for 2018 was 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 rate for 2017 was favorably impacted by state tax benefits recognized during the quarter.2018.

~~Nine~~Six Months Ended ~~September~~June 29, ~~2018,~~2019, as compared with ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018

Net sales

Net sales for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 were ~~$7,535.0~~$5,027.0 million, reflecting an increase of ~~$412.8~~$37.8 million, or ~~5.8%~~0.8%, from the ~~$7,122.2~~$4,989.2 million reported for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The increase was primarily attributable to higher sales volume of approximately ~~$200~~$192 million, or 3%3.8%, which includes sales ~~volume attributable to~~from acquisitions of approximately ~~$122 million. Also contributing to~~$255 million partially offset by and the ~~increase in sales was the~~unfavorable net impact of ~~favorable~~price and product mix of $29 million. Net sales were also affected by the unfavorable net impact from foreign exchange rates of approximately $124 million, or ~~2%, and the favorable net impact of price and product mix of approximately $89 million, or 1%~~2.5%.

Global Ceramic segment—Net sales increased ~~$110.6~~$50.6 million, or ~~4.3%~~2.8%, to ~~$2,691.6~~$1,856.4 million for the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, compared to ~~$2,581.0~~$1,805.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The increase was primarily attributable to higher sales volume of approximately ~~$93~~$85 million, or 3%4.7%, which includes sales volume attributable to acquisitions of approximately ~~$47 million. Also contributing to the increase in sales was the net impact of favorable foreign exchange rates of approximately $27~~$105 million, ~~or 1%, partially offset by the unfavorable net impact of price and product mix of approximately $9 million.~~

~~Flooring NA segment~~—Net sales increased $43.9 million, or 1.5%, to $3,055.5 million for the nine months ended September 29, 2018, compared to $3,011.6 million for the nine months ended September 30, 2017. The increase was primarily attributable to the favorable net impact of price and product mix of $9 million partially offset by the unfavorable net impact from foreign exchange rates of approximately ~~$25~~$44 million, or ~~1% and higher~~2.4%.

Flooring NA segment—Net sales ~~volume of approximately $19~~decreased $102.5 million, or ~~1%.~~5.1%, to $1,905.4 million for the six months ended June 29, 2019, compared to $2,007.9 million for the six months ended June 30, 2018. The decrease was primarily attributable to lower volumes of $105 million.

Flooring ROW segment—Net sales increased ~~$258.3~~$89.8 million, or ~~16.9%~~7.6%, to ~~$1,787.9~~$1,265.2 million for the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, compared to ~~$1,529.6~~$1,175.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The increase was primarily attributable to higher sales volume of approximately ~~$89~~$211 million, or 6%18%, which includes sales volume attributable to acquisitions of approximately ~~$75 million. Also contributing to the increase in sales was the net impact of favorable foreign exchange rates of approximately $97~~$150 million ~~or 6%,~~partially offset by and the ~~favorable~~unfavorable net impact of price and product mix of ~~approximately $73~~$41 million, or 5%3.5%. Net Sales were also affected by the unfavorable net impact from foreign exchange rates of approximately $80 million, or 6.8%.

Gross profit

Gross profit for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 was ~~$2,191.7~~$1,361.5 million ~~(29.1%~~(27.1% of net sales), ana decrease of ~~$51.1~~$109.7 million or ~~2.3%~~7.5%, compared to gross profit of ~~$2,242.8~~$1,471.2 million ~~(31.5%~~(29.5% of net sales) for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. As a percentage of net sales, gross profit decreased 240 basis points. The decrease in gross profit dollars was primarily attributable to the higher inflation costs of approximately ~~$170~~$48 million, ~~including increased material~~the unfavorable net impact of price and product mix of $42 million, the unfavorable net impact from foreign exchange rates of approximately $38 million, the impact of restructuring, acquisition and integration-related costs of approximately ~~$105~~$17 million, and approximately ~~$23 million of start-up costs associated with large investments to expand sales, add product categories, and enter new markets, approximately $22~~$10 million of costs due to temporarily reducing production, ~~and approximately $7 million due to the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs,~~ partially offset by ~~favorable net impact of price and product mix of approximately $59 million, savings from capital investments and cost reduction initiatives of approximately $52 million,~~ higher sales volume of approximately ~~$36~~$37 million and ~~the net impact of favorable foreign exchange rates~~lower start up costs of approximately ~~$24~~$16 million.

Selling, general and administrative expenses

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 were ~~$1,309.7~~$929.4 million ~~(17.4%~~(18.5% of net sales), an increase of ~~$77.6~~$52.9 million compared to ~~$1,232.1~~$876.5 million ~~(17.3%~~(17.6% of net sales) for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. As a percentage of net sales, selling, general and administrative expenses increased 892 basis points. The increase in selling, general and administrative expenses in dollars was primarily attributable to approximately ~~$24~~$47 million of costs due to higher sales volume ~~the net impact of unfavorable foreign exchange rates of approximately $18 million,~~and higher inflation costs of approximately ~~$14 million, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $12~~$13 million and approximately ~~$7 million of costs associated with investments in new product development, sales personnel, and marketing.~~

~~Operating income~~

Operating income for the nine months ended September 29, 2018 was $882.0 million (11.7% of net sales) reflecting a decrease of $128.8 million, or 12.7%, compared to operating income of $1,010.7 million (14.2% of net sales) for the nine months ended September 30, 2017. The decrease in operating income was primarily attributable to higher inflation costs of approximately $183 million, including increased material costs of approximately $105 million and increased North American freight costs of

approximately $24 million, approximately $30 million of start-up costs associated with large investments to expand sales, add product categories, and enter new markets, approximately $22 million of costs due to temporarily reducing production, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately $20 million, and approximately $7$8 million of costs associated with investments in new product development, sales personnel and marketing, partially offset by the favorable net impact of price and product mix of approximately $59 million, savings from capital investments and cost reduction initiatives of approximately $58 million, higher sales volume of approximately $12 million, and the net impact of favorable foreign exchange rates of approximately $6$18 million.

~~Global Ceramic segment~~—Operating income

Operating income for the six months ended June 29, 2019 was ~~$366.9~~$432.2 million ~~(13.6%~~(8.6% of ~~segment~~ net sales) ~~for the nine months ended September 29, 2018~~ reflecting a decrease of ~~$45.1~~$162.5 million, or 27.3%, compared to operating income of ~~$412.0~~$594.7 million ~~(16.0%~~(11.9% of ~~segment~~ net sales) for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately ~~$67 million, including increased North American freight costs of approximately $24~~$61 million, the unfavorable net impact of price and product mix of $42 million, the unfavorable net impact from foreign exchange rates of approximately ~~$22~~$20 million, an increase in costs of approximately $15 million due to lower production volumes, the impact of restructuring, acquisition and integration-related and other costs of approximately $12 million, approximately ~~$17~~$10 million of costs due to temporarily reducing production, and approximately $7$8 million of costs associated with investments in new product development, sales personnel and marketing, partially offset by lower startup costs of approximately $19 million.

Global Ceramic segment—Operating income was $202.5 million (10.9% of segment net sales) for the six months ended June 29, 2019 reflecting a decrease of $45.7 million compared to operating income of $248.2 million (13.7% of segment net sales) for the six months ended June 30, 2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately $41 million, approximately $12 million of costs due to temporarily reducing production, approximately $8 million of costs associated with investments in new product development, sales personnel and marketing, and the unfavorable net impact from foreign exchange rates of approximately $7 million, partially offset by savings from capital investments and cost reduction initiatives of approximately ~~$50 million, increased sales volume of approximately $15 million, and the favorable impact of lower restructuring, acquisition and integration-related, and other costs of approximately $8~~$24 million.

Flooring NA segment—Operating income was ~~$268.8~~$60.2 million ~~(8.8%~~(3.2% of segment net sales) for the ~~nine~~six months ended ~~September~~June 29, ~~2018~~2019 reflecting a decrease of ~~$114.3~~$115.2 million compared to operating income of ~~$383.1~~$175.4 million ~~(12.7%~~(8.7% of segment net sales) for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The decrease in operating income was primarily attributable to higher inflation costs of approximately ~~$90~~$41 million, ~~including increased material~~approximately $38 million in decreased sales volume, an increase in costs of approximately ~~$73~~$34 million due to lower than expected production volumes, the unfavorable impact of higher restructuring, acquisition and integration-related, and other costs of approximately ~~$12~~$9 million, ~~approximately $12 million of start-up costs associated with large investments to expand sales, add product categories, and enter new markets, an increase in~~partially offset by lower startup costs of approximately ~~$11~~$8 million.

Flooring ROW segment—Operating income was $192.0 million ~~due~~(15.2% of segment net sales) for the six months ended June 29, 2019 reflecting an increase of $2.8 million compared to ~~lower than expected production volumes,~~operating income of $189.2 million (16.1% of segment net sales) for the ~~ramp up of new products and higher logistics costs, approximately $6 million of costs due~~six months ended June 30, 2018. The increase in operating income was primarily attributable to ~~temporarily reducing production, and approximately $5 million in decreased~~increased sales volume of approximately $30 million, lower inflation costs of approximately $25 million and lower start-up costs of approximately $9 million partially offset by ~~the favorable~~unfavorable net impact of price and product mix of approximately ~~$22 million.~~

~~Flooring ROW segment—Operating income was $273.3~~$37 million, ~~(15.3% of segment net sales) for~~ the nine months ended September 29, 2018 reflecting an increase of $28.1 million compared to operating income of $245.2 million (16.0% of segment net sales) for the nine months ended September 30, 2017. The increase in operating income was primarily attributable to the favorableunfavorable net impact ~~of price and product mix of approximately $59 million, savings~~ from ~~capital investments and cost reduction initiatives of approximately $19 million, and the net impact of favorable~~ foreign exchange rates of approximately ~~$4 million, partially offset by higher inflation costs of approximately $26 million, including increased material costs of approximately $18 million, approximately~~ $14 million, ~~of start-up 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 ~~$12 million.~~$6 million, and an increase in costs of approximately $5 million due to lower production volumes.

Interest expense

Interest expense was ~~$24.4~~$21.0 million for the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, reflecting an increase of ~~$0.6~~$5.6 million compared to interest expense of ~~$23.9~~$15.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The increase in interest expense was primarily due to increased borrowings.

Other expense (income), net

Other ~~expense~~income, net was $6.8 million for the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, reflecting ~~an unfavorable~~a favorable change of ~~$5.3~~$12.9 million compared to other expense, net of ~~$1.5~~$6.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The change was primarily attributable to the increased ~~unfavorable~~favorable impact of foreign exchange ~~rates on transactions in the current year and a charge for the release of an indemnification receivable.~~rates.

Income tax expense

For the ~~nine~~six months ended ~~September~~June 29, ~~2018,~~2019, the Company recorded income tax expense of ~~$215.9~~$93.8 million on earnings before income taxes of ~~$850.7~~$418.0 million for an effective tax rate of ~~25.4%~~22.4%, as compared to an income tax expense of ~~$251.6~~$166.4 million on earnings before income taxes of ~~$985.4~~$573.2 million, for an effective tax rate of ~~25.5%~~29.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The effective tax rate for ~~2018~~2019 was ~~unfavorably~~ impacted by geographical dispersion of profits and losses in the comparative periods and the unfavorable impact of the issuance of IRS Notice 2018-26 ~~issued by~~to 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 2018 effective tax rate ~~was favorably impacted by tax~~in 2018.

reforms in Belgium and the U.S., which reduced the statutory rates from 33.99% to 29.58%, and 35% to 21%, respectively. The 2017 effective tax rate was favorably impacted by discrete items that occurred in the nine months ended September 30, 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.

Net cash provided by operating activities in the first ~~nine~~six months of ~~2018~~2019 was ~~$894.5~~$566.3 million, compared to net cash provided by operating activities of ~~$874.2~~$621.0 million in the first ~~nine~~six months of ~~2017.~~2018. The ~~increase~~decrease of ~~$20.3~~$54.7 million in ~~2018~~2019 was primarily attributable to net earnings partially offset by 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 ~~nine~~six months of ~~2018~~2019 was ~~$1,028.3~~$353.9 million compared to net cash used in investing activities of ~~$905.4~~$485.9 million in the first ~~nine~~six months of ~~2017.~~2018. The ~~increase~~decrease was primarily due to ~~acquisitions~~reduced capital expenditures of $217.3 million partially offset by an increase in ~~the prior year~~acquisition costs of ~~$250.8~~$52.4 million ~~compared to acquisitions in the current year of $425.3 million. This increase was offset~~and by the net redemption activity in short-term investments of ~~$39.9~~$32.9 million associated with the ~~Company's~~Company’s wholly-owned captive insurance ~~company, and decreased capital expenditures of $11.7 million in the current year.~~company. 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 ~~2018~~2019 is expected to ~~approximate $130 million, resulting in the full year spending being~~be approximately ~~$800.0~~$284 million.

Net cash ~~provided by~~used in financing activities in the first ~~nine~~six months of ~~2018~~2019 was ~~$151.5~~$205.4 million compared to net cash ~~used in~~provided by financing activities of ~~$23.3~~$308.0 million in the ~~nine~~six months of ~~2017.~~2018. The change in cash ~~provided by~~used in financing activities is primarily attributable to ~~increased borrowings.~~net pay down on borrowings of $150.1 million in 2019 compared to 2018, and proceeds from debt issuance of $353.6 million in 2018.

As of ~~September~~June 29, ~~2018,~~2019, the Company had cash of ~~$91.4~~$128.1 million, of which ~~$63.6~~$103.5 million was held outside the United States. The Company plans to permanently reinvest the cash held outside the United States. The Company believes that its cash and cash equivalents on hand, cash generated from operations and availability under its existing credit facilities will be sufficient to meet its capital expenditure, working capital and debt servicing requirements over at least the next twelve months.

On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. The timing and amount of any purchases of common stock will be based on the Company’s liquidity, general business and market conditions and other factors, including alternative investment opportunities.

The Company 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~~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~~“2015 Senior Credit ~~Facility"~~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~~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 the issuance of Euro-denominated commercial paper notes by subsidiaries. Additionally, at several points in 2016, the Company extended the maturity date of the 2015 Senior Credit Facility from March 26, 2020 to March 26, 2021. In the first half of 2017, the Company amended the 2015 Senior Credit Facility to extend the maturity date from March 26, 2021 to March 26, 2022.

and 1.75% (1.125% as of ~~September~~June 29, ~~2018)~~2019), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or ~~a monthly LIBOR~~the Eurocurrency Rate (as defined inthe 2015 Senior Credit Facility) rate plus 1.0%, plus an applicable margin ranging between 0.00% and 0.75% (0.125% as of ~~September~~June 29, ~~2018)~~2019). 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'~~lenders exceed utilization of the 2015 Senior Credit Facility ranging from 0.10% to 0.225% per annum (0.125% as of ~~September~~June 29, ~~2018)~~2019). The applicable margins and the commitment fee are determined based on whichever of the ~~Company's~~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~~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~~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~~In 2017, 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 ~~September~~June 29, ~~2018,~~2019, amounts utilized under the 2015 Senior Credit Facility included ~~$12.0~~$21.1 million of borrowings and ~~$55.6~~$22.8 million of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of ~~$969.5~~$1,179.3 million under the ~~Company's~~Company’s U.S. and European commercial paper programs as of ~~September~~June 29, ~~2018~~2019 reduce the availability of the 2015 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized ~~$1,037.2~~$1,223.1 million under the 2015 Senior Credit Facility resulting in a total of ~~$762.8~~$576.9 million available as of ~~September~~June 29, ~~2018.~~2019.

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~~Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.

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

The proceeds from the issuance of commercial paper notes ~~are~~will be available for general corporate purposes. As of ~~September~~June 29, ~~2018,~~2019, there was ~~$503.0~~$526.0 million outstanding under the U.S. commercial paper program, and the euro equivalent of ~~$466.5~~$653.3 million ~~was outstanding~~ under the European program. The weighted-average interest rate and maturity period for the U.S. program were ~~2.40%~~2.73% and ~~25.08~~31.09 days, respectively. The weighted average interest rate and maturity period for the European program were ~~(0.20)~~(0.21)% and ~~45.91~~38.35 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"~~Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.3% (but in no event shall the interest rate be less than

zero). Interest on the 2020 Floating Rate Notes is payable quarterly on August 18, November 18, February 18, and May 18 of each year. Mohawk Finance paid financing costs of $0.9 million in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.

On September 11, 2017, Mohawk Finance completed the issuance and sale of €300.0 million aggregate principal amount of its Floating Rate Notes due September 11, 2019 ("(“2019 Floating Rate ~~Notes"~~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.

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

On January 31, 2013, the Company issued $600.0 million aggregate principal amount of 3.85% Senior Notes (“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~~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.

~~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 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 $0.3 million in connection with the second extension. These costs were deferred and are being amortized over the remaining term of the Securitization Facility. The Securitization Facility expired in accordance with its terms on December 19, 2017.

Contractual Obligations

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s ~~2017~~2018 Annual Report filed on Form 10-K.

Critical Accounting Policies and Estimates

Refer to Note 1 - General, ~~and~~ Note 3 - Revenue from Contracts with Customers and Note 10 - Leases within our Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of the ~~Company's~~Company’s updated accounting policies on revenue ~~recognition.~~recognition and lease accounting. The Company’s critical accounting policies and estimates are described in its ~~2017~~2018 Annual Report filed on Form 10-K.

Recent Accounting Pronouncements

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

Impact of Inflation

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

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of ~~September~~June 29, ~~2018~~2019.

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” 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 Item 1A ~~"Risk Factors"~~“Risk Factors” in the ~~Company's 2017~~Company’s 2018 Annual Report on Form 10-K.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

As of ~~September~~June 29, ~~2018,~~2019, approximately ~~41%~~38% of the ~~Company's~~Company’s debt portfolio was comprised of fixed-rate debt and ~~59%~~62% 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 ~~$4.2~~$4.7 million and ~~$12.6~~$9.5 million for the three and ~~nine~~six months ended ~~September~~June 29, ~~2018, respectively.~~2019. There have been no significant changes to the Company’s exposure to market risk as disclosed in the Company’s ~~2017~~2018 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~~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~~Company’s internal control over financial reporting other than the Company adopted ASC ~~606,~~ ~~Revenue from Contracts with Customers,~~842, Leases, on January 1, ~~2018,~~2019, and implemented new controls and processes to meet the requirements of the standard, and acquired businesses as referenced in Note 2 in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q and implemented new controls and procedures with respect to the acquisitions.standard.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

Alabama Municipal Litigation

Belgian Tax Matter

~~In January~~Between 2012 and 2014, the Company received ~~a €23.8 million assessment~~assessments 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~~calendar years ~~ended December 31,~~ 2005 ~~and December 31, 2009,~~through 2010 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, €30.1 million, €35.6 million and €43.1 million, respectively, including penalties, but excluding interest. The ~~Company filed~~Belgian tax authority denied the Company’s 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,~~against these assessments and 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~~brought all six years ~~have been brought~~ before the Court of First Appeal in ~~November 2014. In January of 2015, the Company met with the~~Bruges. The Court of First Appeal in Bruges Belgium and agreed with the Belgium 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 2011.

~~On January 27, 2016, the Court of First Appeal in Bruges, Belgium~~ ruled in favor of the Company on January 27, 2016, 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~~2009; and 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. ~~On August 31, 2018, the~~The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €40.6 million, €39.7 million, €11.4 million, €23.9 million, €30.6 million, €93.1 million and €79.9 million respectively, including penalties, but excluding interest. The Company ~~has now received favorable~~intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, ~~from~~which the ~~Court of First Appeal in Bruges on all calendar years 2005 through 2010, inclusive.~~Belgian tax authority is appealing.

The Company ~~disagrees~~continues to disagree with the views of the Belgian tax authority on this matter and will persist in its vigorous defense. Nevertheless, on May 24, 2016, the tax collector representing the Belgian tax authorities imposed a lien on the ~~Company's~~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~~Company’s operations at these properties.

General


Item 1A.	Risk Factors

There have been no material changes in the ~~Company's~~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, ~~2017.~~2018. 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.~~On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $500 million in shares of its common stock. Under the share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to trading plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company’s stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases under the new authorization and the program may be suspended or discontinued at any time. The new program replaces any previously authorized share repurchase programs.

The following table provides information regarding share repurchase activity during the three months ended June 29, 2019.



Period	Total Number of Shares Purchased in Millions	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan in Millions	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan in Millions
March 31 through May 4, 2019	0.0	$	126.99	0.0	$	225.8
May 5 through June 1, 2019	0.0	$	136.46	0.0	$	219.2
June 2 through June 29, 2019	0.0	$	136.64	0.0	$	216.9
Total	0.1	$	136.42	0.1


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

31.1		Certification Pursuant to Rule 13a-14(a).
31.2		Certification Pursuant to Rule 13a-14(a).
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1		Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
~~101.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:	~~November~~August 2, ~~2018~~2019	By:	/s/ Jeffrey S. Lorberbaum
			JEFFREY S. LORBERBAUM
			Chairman and Chief Executive Officer
			(principal executive officer)

Dated:	~~November~~August 2, ~~2018~~2019	By:	/s/ ~~Frank H. Boykin~~Glenn Landau
			~~FRANK H. BOYKIN~~GLENN LANDAU
			Chief Financial Officer
			(principal financial officer)

3640



	Tradenames
Balance as of December 31, 2017	$	644,208
Intangible assets acquired during the period	58,671
Currency translation during the period	(19,531		)
Balance as of September 29, 2018	$	683,348



	September 29, 2018					December 31, 2017
	Fair Value			Carrying Value		Fair Value		Carrying Value
3.85% senior notes, payable February 1, 2023; interest payable semiannually	$	600,816		600,000		622,752		600,000
2.00% senior notes, payable January 14, 2022; interest payable annually	606,580			580,248		634,193		600,096
Floating Rate Notes, payable September 11, 2019, interest payable quarterly	348,595			348,149		360,807		360,058
Floating Rate Notes, payable May 18, 2020, interest payable quarterly	348,090			348,149		—		—
U.S. commercial paper	503,000			503,000		228,500		228,500
European commercial paper	466,520			466,520		912,146		912,146
2015 Senior Credit Facility	12,000			12,000		62,104		62,104
Capital leases and other	10,008			10,008		6,934		6,934
Unamortized debt issuance costs	(5,670		)	(5,670	)	(6,260	)	(6,260	)
Total debt	2,889,939			2,862,404		2,821,176		2,763,578
Less current portion of long-term debt and commercial paper	1,333,853			1,333,853		1,203,683		1,203,683
Long-term debt, less current portion	$	1,556,086		1,528,551		1,617,493		1,559,895