NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
1. General
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Mohawk,” or “the Company” as used in this Form 10-Q refer to Mohawk Industries, Inc.
Interim Reporting
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto, and the Company’s description of critical accounting policies, included in the Company’s 2022 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.
2. Acquisitions
2023 Acquisitions
During the first quarter of 2023, the Company completed the acquisitions of two ceramic tile businesses in Brazil and Mexico within Global Ceramic for $519,310. The Company’s acquisitions resulted in a goodwill allocation of $86,786. A portion of the goodwill is expected to be deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisitions. These benefits include opportunities to improve the Company's ceramic performance by leveraging best practices, operational expertise, product innovation and manufacturing assets across the segment. The following table presents the preliminary allocation of the purchase price by major class of assets acquired and liabilities assumed as of the acquisition date.
| | | | | |
| Amounts recognized as of the acquisition date |
Working capital | $ | 108,177 | |
Property, plant and equipment | 336,137 | |
Tradenames | 38,539 | |
Customer relationships | 2,010 | |
Goodwill | 86,786 | |
Long-term debt, including current portion | (26,072) | |
Deferred tax liabilities | (19,006) | |
| 526,571 | |
Less: cash acquired | (7,261) | |
Net consideration transferred (net of cash acquired) | $ | 519,310 | |
The purchase price allocation is preliminary until the Company obtains information necessary to finalize its valuation of the fair value of net assets acquired during the measurement period. The supplemental pro forma information is immaterial to the Company's financial statements.
2022 Acquisitions
During the third and fourth quarters of 2022, the Company completed two acquisitions in Flooring North America (“Flooring NA”) for $164,475. The Company’s acquisitions resulted in a goodwill allocation of $60,738 and intangible assets subject to amortization of $19,900. Approximately half of the goodwill is deductible for tax purposes. During the third and fourth quarters of 2022, the Company also completed three acquisitions in Flooring Rest of the World (“Flooring ROW”) for $47,964, which resulted in a goodwill allocation of $11,542 and intangible assets subject to amortization of $3,376. An immaterial amount of goodwill is deductible for tax purposes.
3. Revenue from Contracts with Customers
Contract Liabilities
The Company 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 Consolidated Balance Sheets. The Company had contract liabilities of $68,409 and $72,572 as of April 1, 2023 and December 31, 2022, respectively.
Performance Obligations
Substantially all of the Company’s revenue is recognized at a point in time when the product is either shipped or received from the Company’s facilities and control of the product is transferred to the customer. Accordingly, 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 months ended April 1, 2023 and April 2, 2022 was immaterial.
Costs to Obtain a Contract
The Company 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 $63,082 and $59,015 as of April 1, 2023 and December 31, 2022, respectively. Straight-line amortization expense recognized during the three months ended April 1, 2023 and April 2, 2022 related to these capitalized costs were $13,099 and $12,340, respectively.
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 April 1, 2023 and April 2, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
April 1, 2023 | Global Ceramic | | Flooring NA | | Flooring ROW | | Total |
Geographical Markets | | | | | | | |
United States | $ | 596,642 | | | 925,808 | | | 1,233 | | | 1,523,683 | |
Europe | 205,441 | | | 221 | | | 598,659 | | | 804,321 | |
Russia | 68,028 | | | — | | | 32,939 | | | 100,967 | |
Other | 189,223 | | | 27,388 | | | 160,641 | | | 377,252 | |
Total | $ | 1,059,334 | | | 953,417 | | | 793,472 | | | 2,806,223 | |
| | | | | | | |
Product Categories | | | | | | | |
Ceramic & Stone | $ | 1,050,124 | | | 8,617 | | | — | | | 1,058,741 | |
Carpet & Resilient | 9,210 | | | 750,505 | | | 222,031 | | | 981,746 | |
Laminate & Wood | — | | | 194,295 | | | 252,659 | | | 446,954 | |
Other (1) | — | | | — | | | 318,782 | | | 318,782 | |
Total | $ | 1,059,334 | | | 953,417 | | | 793,472 | | | 2,806,223 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
April 2, 2022 | Global Ceramic | | Flooring NA | | Flooring ROW | | | | Total |
Geographical Markets | | | | | | | | | |
United States | $ | 585,231 | | | 1,035,880 | | | 2,786 | | | | | 1,623,897 | |
Europe | 245,236 | | | 2,132 | | | 637,363 | | | | | 884,731 | |
Russia | 66,518 | | | 23 | | | 39,736 | | | | | 106,277 | |
Other | 167,772 | | | 33,875 | | | 199,111 | | | | | 400,758 | |
Total | $ | 1,064,757 | | | 1,071,910 | | | 878,996 | | | | | 3,015,663 | |
| | | | | | | | | |
Product Categories | | | | | | | | | |
Ceramic & Stone | $ | 1,059,711 | | | 8,988 | | | — | | | | | 1,068,699 | |
Carpet & Resilient | 5,046 | | | 843,082 | | | 244,128 | | | | | 1,092,256 | |
Laminate & Wood | — | | | 219,840 | | | 297,137 | | | | | 516,977 | |
Other (1) | — | | | — | | | 337,731 | | | | | 337,731 | |
Total | $ | 1,064,757 | | | 1,071,910 | | | 878,996 | | | | | 3,015,663 | |
(1) Other includes roofing elements, insulation boards, chipboards and IP contracts.
4. Restructuring, Acquisition and Integration-Related Costs
The Company incurs costs in connection with acquiring, integrating and restructuring acquisitions and in connection with its global cost-reduction/productivity initiatives. For example:
•In connection with acquisition activity, the Company typically incurs costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and
•In connection with the Company’s cost-reduction/productivity initiatives, it typically incurs costs and charges associated with site closings and other facility rationalization actions, including accelerated depreciation (“Asset write-downs”) and workforce reductions.
Restructuring, acquisition transaction and integration-related costs consisted of the following during the three months ended April 1, 2023 and April 2, 2022:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Cost of sales | | | | | | | |
Restructuring costs | $ | 29,044 | | | 898 | | | | | |
| | | | | | | |
Acquisition integration-related costs | 12 | | | 40 | | | | | |
Restructuring and acquisition integration-related costs | $ | 29,056 | | | 938 | | | | | |
| | | | | | | |
Selling, general and administrative expenses | | | | | | | |
Restructuring costs | $ | 197 | | | — | | | | | |
Acquisition transaction-related costs | 375 | | | 696 | | | | | |
Acquisition integration-related costs | 2,496 | | | 284 | | | | | |
Restructuring, acquisition transaction and integration-related costs | $ | 3,068 | | | 980 | | | | | |
The restructuring activity for the three months ended April 1, 2023 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Asset write- downs and gains on disposals | | Severance | | Other restructuring costs | | Total |
Balances as of December 31, 2022 | | | $ | — | | | 10,037 | | | | | — | | | 10,037 | |
Restructuring costs | | | | | | | | | | | |
Global Ceramic | | | — | | | — | | | | | — | | | — | |
Flooring NA | | | (514) | | | 50 | | | | | 7,377 | | | 6,913 | |
Flooring ROW | | | 21,966 | | | 1 | | | | | 361 | | | 22,328 | |
| | | | | | | | | | | |
Total restructuring costs | | | 21,452 | | | 51 | | | | | 7,738 | | | 29,241 | |
Cash payments | | | — | | | (2,011) | | | | | (7,052) | | | (9,063) | |
Non-cash items | | | (21,452) | | | (20) | | | | | (686) | | | (22,158) | |
Balances as of April 1, 2023 | | | $ | — | | | 8,057 | | | | | — | | | 8,057 | |
| | | | | | | | | | | |
Restructuring costs recorded in: | | | | | | | | | | | |
Cost of sales | | | $ | 21,452 | | | 50 | | | | | 7,542 | | | 29,044 | |
Selling, general and administrative expenses | | | — | | | 1 | | | | | 196 | | | 197 | |
Total restructuring costs | | | $ | 21,452 | | | 51 | | | | | 7,738 | | | 29,241 | |
5. Fair Value
The Company’s wholly-owned captive insurance company may invest in the Company’s commercial paper. These short-term commercial paper investments are classified as trading securities and carried at fair value based upon the Level 2 fair value hierarchy.
Items Measured at Fair Value
| | | | | | | | | | | | | | |
| | April 1, 2023 | | December 31, 2022 | | |
| | | | | | |
| | | | | | |
Short-term investments: | | | | | | |
| | | | | | |
Commercial paper (Level 2) | | $ | 150,000 | | | 158,000 | | | |
The fair values and carrying values of the Company’s debt are disclosed in Note 18, Debt.
6. Receivables, net
| | | | | | | | | | | |
| April 1, 2023 | | December 31, 2022 |
Customers, trade | $ | 1,919,496 | | | 1,699,130 | |
Income tax receivable | 23,838 | | | 60,080 | |
Other | 190,876 | | | 219,355 | |
Less: allowance for discounts, claims and doubtful accounts | 81,848 | | | 73,779 | |
Receivables, net | $ | 2,052,362 | | | 1,904,786 | |
7. Inventories
| | | | | | | | | | | |
| April 1, 2023 | | December 31, 2022 |
Finished goods | $ | 1,933,428 | | | 1,986,005 | |
Work in process | 169,030 | | | 160,757 | |
Raw materials | 627,418 | | | 647,003 | |
Total inventories | $ | 2,729,876 | | | 2,793,765 | |
8. Goodwill and Intangible Assets
Goodwill:
| | | | | | | | | | | | | | | | | | | | | | | |
| Global Ceramic | | Flooring NA | | Flooring ROW | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance as of December 31, 2022 (1) | $ | 339,834 | | | 591,985 | | | 995,940 | | | 1,927,759 | |
Goodwill adjustments related to acquisitions | — | | | (1,145) | | | — | | | (1,145) | |
Goodwill recognized during the period | 86,786 | | | — | | | — | | | 86,786 | |
| | | | | | | |
Currency translation during the period | (1,511) | | | — | | | 10,568 | | | 9,057 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance as of April 1, 2023(1) | $ | 425,109 | | | 590,840 | | | 1,006,508 | | | 2,022,457 | |
(1) Net of accumulated impairment losses of $2,015,939 ($1,220,444 in Global Ceramic, $343,054 in Flooring NA and $452,441 in Flooring ROW).
Intangible assets not subject to amortization:
| | | | | |
| Tradenames |
Balance as of December 31, 2022 | $ | 668,328 | |
Intangible assets acquired during the period | 38,539 | |
| |
Currency translation during the period | 661 | |
Balance as of April 1, 2023 | $ | 707,528 | |
Intangible assets subject to amortization:
| | | | | | | | | | | | | | | | | | | | | | | |
| Customer relationships | | Patents | | Other | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance as of December 31, 2022 | | | | | | | |
Gross carrying amount | $ | 673,586 | | | 242,089 | | | 8,511 | | | 924,186 | |
Accumulated amortization | (493,361) | | | (239,010) | | | (2,195) | | | (734,566) | |
Net intangible assets subject to amortization | 180,225 | | | 3,079 | | | 6,316 | | | 189,620 | |
Balance as of April 1, 2023 | | | | | | | |
Gross carrying amount | 680,715 | | | 245,258 | | | 8,605 | | | 934,578 | |
Accumulated amortization | (504,447) | | | (242,296) | | | (2,299) | | | (749,042) | |
Net intangible assets subject to amortization | $ | 176,268 | | | 2,962 | | | 6,306 | | | 185,536 | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Amortization expense | $ | 7,169 | | | 7,173 | | | | | |
9. Accounts Payable and Accrued Expenses
| | | | | | | | | | | |
| April 1, 2023 | | December 31, 2022 |
Outstanding checks in excess of cash | $ | 1,653 | | | 2,791 | |
Accounts payable, trade | 1,211,652 | | | 1,094,038 | |
Accrued expenses | 657,915 | | | 742,099 | |
Product warranties | 39,572 | | | 38,425 | |
Accrued interest | 16,849 | | | 8,748 | |
| | | |
| | | |
Accrued compensation and benefits | 227,771 | | | 238,347 | |
Total accounts payable and accrued expenses | $ | 2,155,412 | | | 2,124,448 | |
10. Accumulated Other Comprehensive Income (Loss)
| | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | Prior pension and post- retirement benefit service cost and actuarial gain (loss) | | Total |
Balance as of December 31, 2022 | $ | (1,114,629) | | | 371 | | | (1,114,258) | |
Current period other comprehensive income (loss) | 6,929 | | | (496) | | | 6,433 | |
| | | | | |
Balance as of April 1, 2023 | $ | (1,107,700) | | | (125) | | | (1,107,825) | |
11. Stock-Based Compensation
The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10. Compensation expense is recognized on a straight-line basis over the awards’ estimated lives for fixed awards with ratable vesting provisions.
The Company granted 231 restricted stock units (“RSUs”) at a weighted average grant-date fair value of $103.02 per unit for the three months ended April 1, 2023. The Company granted 189 RSUs at a weighted average grant-date fair value of $137.99 per unit for the three months ended April 2, 2022. The Company recognized stock-based compensation expense related to the issuance of RSUs of $5,033 ($3,724 net of taxes) and $5,655 ($4,184 net of taxes) for the three months ended April 1, 2023 and April 2, 2022, 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 $31,830 as of April 1, 2023, and will be recognized as expense over a weighted-average period of approximately 2.16 years.
12. Other (Income) Expense, net
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Foreign currency (gains) losses, net | $ | 4,954 | | | 736 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Release of indemnification asset | — | | | 7,212 | | | | | |
| | | | | | | |
All other, net | (5,520) | | | (5,510) | | | | | |
Total other (income) expense, net | $ | (566) | | | 2,438 | | | | | |
13. Income Taxes
For the three months ended April 1, 2023, the Company recorded income tax expense of $28,943 on earnings before income taxes of $109,219 for an effective tax rate of 26.5%. For the three months ended April 2, 2022, the Company recorded income tax expense of $61,448 on earnings before income taxes of $306,882, for an effective tax rate of 20.0%. The increase in the effective tax rate was primarily driven by the Company’s geographic dispersion of profits and losses for the respective periods, the write-off of an income tax receivable no longer expected in the three months ended April 1, 2023 and an Italian benefit associated with the release of an uncertain tax liability in the three months ended April 2, 2022, partially offset by lower earnings before income taxes.
14. Stockholders’ Equity
The following tables reflect the changes in stockholders’ equity for the three months ended April 1, 2023 and April 2, 2022 (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Nonredeemable Noncontrolling Interests | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
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| | | | | | | | | | |
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Balances as of December 31, 2022 | | 70,875 | | $709 | | $1,930,789 | | $7,409,760 | | ($1,114,258) | | (7,341) | | ($215,491) | | $6,405 | | $8,017,914 | |
Shares issued under employee and director stock plans, net of shares withheld to pay taxes on employees’ equity awards | | 142 | | 1 | | (3,888) | | — | | — | | 3 | | 94 | | — | | (3,793) | |
Stock-based compensation expense | | — | | — | | 5,033 | | — | | — | | — | | — | | — | | 5,033 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 38 | | 38 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (57) | | (57) | |
Purchase of noncontrolling interest | | — | | — | | 53 | | — | | — | | — | | — | | (153) | | (100) | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | — | | — | | 6,929 | | — | | — | | — | | 6,929 | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | (496) | | — | | — | | — | | (496) | |
| | | | | | | | | | |
Net earnings | | — | | — | | — | | 80,238 | | — | | — | | — | | — | | 80,238 | |
Balances as of April 1, 2023 | | 71,017 | | $710 | | $1,931,987 | | $7,489,998 | | ($1,107,825) | | (7,338) | | ($215,397) | | $6,233 | | $8,105,706 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Nonredeemable Noncontrolling Interests | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
| | | | | | | | | | |
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Balances as of December 31, 2021 | | 72,952 | | $729 | | $1,911,131 | | $7,692,064 | | ($966,952) | | (7,343) | | ($215,547) | | $6,791 | | $8,428,216 | |
Shares issued under employee and director stock plans, net of shares withheld to pay taxes on employees’ equity awards | | 105 | | 1 | | (3,268) | | — | | — | | 2 | | 52 | | — | | (3,215) | |
Stock-based compensation expense | | — | | — | | 5,655 | | — | | — | | — | | — | | — | | 5,655 | |
| | | | | | | | | | |
Repurchases of common stock | | (2,177) | | (21) | | — | | (306,556) | | — | | — | | — | | — | | (306,577) | |
| | | | | | | | | | |
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Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 105 | | 105 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (263) | | (263) | |
| | | | | | | | | | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | — | | — | | (82,184) | | — | | — | | — | | (82,184) | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | 537 | | — | | — | | — | | 537 | |
| | | | | | | | | | |
Net earnings | | — | | — | | — | | 245,329 | | — | | — | | — | | — | | 245,329 | |
Balances as of April 2, 2022 | | 70,880 | | $709 | | $1,913,518 | | $7,630,837 | | ($1,048,599) | | (7,341) | | ($215,495) | | $6,633 | | $8,287,603 | |
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 attributable to Mohawk Industries, Inc. and weighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share is as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Net earnings attributable to Mohawk Industries, Inc. | $ | 80,238 | | | 245,329 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average common shares outstanding—basic and diluted: | | | | | | | |
Weighted-average common shares outstanding—basic | 63,582 | | | 64,686 | | | | | |
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net | 264 | | | 284 | | | | | |
Weighted-average common shares outstanding-diluted | 63,846 | | | 64,970 | | | | | |
| | | | | | | |
Earnings per share attributable to Mohawk Industries, Inc. | | | | | | | |
Basic | $ | 1.26 | | | 3.79 | | | | | |
Diluted | $ | 1.26 | | | 3.78 | | | | | |
16. Segment Reporting
The Company has three reporting segments: Global Ceramic, Flooring NA and Flooring ROW. Global Ceramic designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone tile and other products including natural stone, porcelain slabs and quartz countertops, which it distributes primarily in North America, Europe, Brazil and Russia through various selling channels, which include company-owned stores, independent distributors and home centers. Flooring NA designs, manufactures, sources and markets its floor covering products, including broadloom carpet, carpet tile, carpet cushion, rugs, laminate, vinyl products, including luxury vinyl tile (“LVT”) and sheet vinyl, and wood flooring, all of which it distributes through its network of regional distribution centers and satellite warehouses using Company-operated trucks, common carriers or rail transportation. The Segment’s product lines are sold through various channels, including independent floor covering retailers, independent distributors, home centers, mass merchandisers, department stores, shop at home, online retailers, buying groups, commercial contractors and commercial end users. Flooring ROW designs, manufactures, sources, licenses and markets laminate, vinyl products, including LVT and sheet vinyl, wood flooring, roofing panels, insulation boards, medium-density fiberboard (“MDF”) and chipboards, which it distributes primarily in Europe, Russia, Australia and New Zealand through various channels, including independent floor covering retailers, independent distributors, company-owned distributors, home centers, commercial contractors and 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.
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Net sales: | | | | | | | |
Global Ceramic | $ | 1,059,334 | | | 1,064,757 | | | | | |
Flooring NA | 953,417 | | | 1,071,910 | | | | | |
Flooring ROW | 793,472 | | | 878,996 | | | | | |
| | | | | | | |
Total | $ | 2,806,223 | | | 3,015,663 | | | | | |
| | | | | | | |
Operating income (loss): | | | | | | | |
Global Ceramic | $ | 63,317 | | | 100,338 | | | | | |
Flooring NA | (2,013) | | | 95,324 | | | | | |
Flooring ROW | 75,245 | | | 134,650 | | | | | |
Corporate and intersegment eliminations | (10,759) | | | (9,511) | | | | | |
Total | $ | 125,790 | | | 320,801 | | | | | |
| | | | | | | | | | | |
| April 1, 2023 | | December 31, 2022 |
Assets: | | | |
Global Ceramic | $ | 5,499,366 | | | 4,841,310 | |
Flooring NA | 4,265,140 | | | 4,299,360 | |
Flooring ROW | 4,314,799 | | | 4,275,519 | |
Corporate and intersegment eliminations | 684,152 | | | 704,243 | |
Total | $ | 14,763,457 | | | 14,120,432 | |
17. Commitments and Contingencies
From time to time in the regular course of its business, the Company is involved in various lawsuits, claims, investigations and other legal matters. 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.
Perfluorinated Compounds (“PFCs”) Litigation
In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific PFCs, including the Company. In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama (the “Centre Water Board”) filed a similar complaint in the Circuit Court of Cherokee County, Alabama. The Gadsden Water Board and the Centre Water Board both sought monetary damages and injunctive relief claiming that their water supplies contain excessive amounts of PFCs. Certain defendants, including the Company, filed dispositive motions in each case arguing that the Alabama state courts lack personal jurisdiction over them. These motions were denied. In June and September 2018, certain defendants, including the Company, petitioned the Alabama Supreme Court for Writs of Mandamus directing each lower court to enter an order granting the defendants’ dispositive motions on personal jurisdiction grounds. The Alabama Supreme Court denied the petitions on December 20, 2019. Certain defendants, including the Company, filed an Application for Rehearing with the Alabama Supreme Court asking the court to reconsider its December 2019 decision. The Alabama Supreme Court denied the application for rehearing. On August 21, 2020, certain defendants, including the Company, petitioned the Supreme Court of the United States for review of the matter. On January 19, 2021, the Supreme Court denied the defendants’ petition for review. On October 14, 2022, the Gadsden Water Board settled its claims against Mohawk Industries, Inc. and Mohawk Carpet, LLC. On March 21, 2023, the Centre Water Board settled its claims against Mohawk Industries, Inc., Mohawk Carpet, LLC, and Aladdin Manufacturing Corporation. In April 2023, Shelby County, Alabama and Talladega County, Alabama filed a complaint in the Circuit Court of Talladega County, Alabama against Aladdin Manufacturing Corporation, Aladdin Manufacturing Corporation of Alabama, LLC, Mohawk Carpet, LLC, and Mohawk Industries, Inc., among other defendants, that contains allegations substantially similar to those that were made by the Gadsden Water Board and Centre Water Board. This case remains pending.
In December 2019, the City of Rome, Georgia (“Rome”) filed a complaint in the Superior Court of Floyd County, Georgia that is similar to the Gadsden Water Board and Centre Water Board complaints, again seeking monetary damages and injunctive relief related to PFCs. Also in December 2019, Jarrod Johnson filed a putative class action in the Superior Court of Floyd County, Georgia purporting to represent all water subscribers with the Rome (Georgia) Water and Sewer Division and/or the Floyd County (Georgia) Water Department and seeking to recover, among other things, damages in the form of alleged increased rates and surcharges incurred by ratepayers for the costs associated with eliminating certain PFCs from their drinking water. In January 2020, defendant 3M Company removed the class action to federal court. The Company filed motions to dismiss in both of these cases. On December 17, 2020, the Superior Court of Floyd County denied the Company’s motion to dismiss in the Rome case. On September 20, 2021, the Northern District of Georgia denied the Company’s motion to dismiss in the class action.
The Company denies all liability in these matters and intends to defend all pending matters vigorously.
Putative Securities Class Action
On January 3, 2020, the Company and certain of its executive officers were named as defendants in a putative shareholder class action lawsuit filed in the United States District Court for the Northern District of Georgia (the “Securities Class Action”). The complaint alleged that defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The complaint was filed on behalf of shareholders who purchased shares of the Company’s common stock between April 28, 2017 and July 25, 2019 (“Class Period”). On June 29, 2020, an amended complaint was filed in the Securities Class Action against Mohawk and its CEO Jeff Lorberbaum, based on the same claims and the same Class Period. The amended complaint alleges that the Company (1) engaged in fabricating revenues by attempting delivery to customers that were closed and recognizing these attempts as sales; (2) overproduced product to report higher operating margins and maintained significant inventory that was not salable; and (3) valued certain inventory improperly or improperly delivered inventory with knowledge that it was defective and customers would return it. On October 27, 2020, defendants filed a motion to dismiss the amended complaint. On September 29, 2021, the court issued an order granting in part and denying the defendants’ motion to dismiss the amended complaint. Defendants filed an answer to the amended complaint on November 12, 2021, and fact discovery commenced. On January 26, 2022, Lead Plaintiff moved for class certification, to appoint itself as class representative, and for appointment of class counsel. The court granted plaintiff’s motion for class certification on November 28, 2022. On December 13, 2022, the parties reached an agreement in principle to settle the Securities Class Action for $60,000, of which a significant portion is covered by insurance, in exchange for the dismissal and a release of all claims against the defendants (the “Agreement”). The Agreement, which is subject to court approval, is without admission of fault or wrongdoing by defendants. On February 6, 2023, the court issued an order granting Lead Plaintiff’s motion to preliminarily approve the settlement and setting May 31, 2023 as the date of the final settlement hearing. The Company believes the allegations in the Securities Class Action are without merit.
Government Subpoenas
As previously disclosed, on June 25, 2020, the Company received subpoenas issued by the U.S. Attorney’s Office for the Northern District of Georgia (the “USAO”) and the U.S. Securities and Exchange Commission (the “SEC”) relating to matters similar to the allegations of wrongdoing raised by the Securities Class Action. The Company’s Audit Committee, with the assistance of outside legal counsel, conducted a thorough internal investigation into these allegations. The Audit Committee has completed the investigation and concluded that the allegations of wrongdoing are without merit. The USAO and SEC investigations are ongoing, and the Company is cooperating fully with those authorities. The Company will continue to vigorously defend against the allegations of wrongdoing and does not believe they have merit.
Delaware State Court Action
The Company and certain of its present and former executive officers were named as defendants in a putative state securities class action lawsuit filed in the Superior Court of the State of Delaware on January 30, 2020. The complaint alleged that defendants violated Sections 11 and 12 of the Securities Act of 1933. The complaint was filed on behalf of shareholders who purchased shares of the Company’s common stock in Mohawk Industries Retirement Plan 1 and Mohawk Industries Retirement Plan 2 between April 27, 2017 and July 25, 2019. On March 27, 2020, the court granted a temporary stay of the litigation. The stay may be lifted according to the terms set forth in the court’s order to stay litigation. The parties reached an agreement in principle to settle the lawsuit, which will be funded in full by Mohawk’s insurers, in exchange for the dismissal and a release of all claims against the defendants (the “Settlement Agreement”). The Settlement Agreement, which is subject to court approval, is without admission of fault or wrongdoing by defendants. The Company believes the allegations in the lawsuit are without merit.
Georgia State Court Investor Actions
The Company and certain of its present and former executive officers were named as defendants in certain investor actions, filed in the State Court of Fulton County of the State of Georgia on April 22, 2021, April 23, 2021, and May 11, 2022. Five complaints brought on behalf of purported former Mohawk stockholders each allege that defendants defrauded the respective plaintiffs through false or misleading statements and thereby induced plaintiffs to purchase Company stock at artificially inflated prices. The allegations are similar to those of the Securities Class Action. The claims alleged include fraud, negligent misrepresentation, violations of the Georgia Securities Act, and violations of the Georgia Racketeering and Corrupt Organizations statute. Plaintiffs in the investor actions seek compensatory and punitive damages. On June 28, 2021, defendants filed motions to dismiss each of the four complaints filed in April 2021 and answers to the same. On October 5, 2021, all four investor actions filed in April 2021 were transferred by the State Court of Fulton County to the Metro Atlanta Business Case Division, where fact discovery is ongoing. On January 28, 2022, the Court granted in part and denied in part the motions to dismiss the four actions filed in April 2021, dismissing the Georgia Securities Act claims as to all defendants, and the negligent misrepresentation claim as to the Company.
On May 19, 2022, the parties in the last-filed action filed a joint motion to transfer the investor action initiated on May 11, 2022 to the Metro Atlanta Business Case Division where the other four actions were and are pending. On August 2, 2022, this motion was granted and the last-filed investor action initiated on May 11, 2022 was transferred to the Metro Atlanta Business Case Division. On September 1, 2022, defendants in the last-filed investor action filed motions to dismiss the complaint filed on May 2022 and answers to the same. On November 16, 2022, plaintiffs in the last-filed investor action voluntarily dismissed the suit. The Company intends to vigorously defend against the claims in these actions.
Federal Investor Actions
The Company and certain of its present and former executive officers were named as defendants in three additional non-class action lawsuits filed in the United States District Court for the Northern District of Georgia on June 22, 2021, March 25, 2022, and April 26, 2022 (collectively, “Federal Investor Actions”), respectively. Each complaint is brought on behalf of one or more purported former Mohawk stockholders and alleges that defendants defrauded the plaintiffs through false or misleading statements and thereby induced plaintiffs to purchase Company stock at artificially inflated prices. The allegations are similar to those of the Securities Class Action. The federal law claims alleged include violations of Sections 10(b) and 18 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The state law claims alleged include fraud, negligent misrepresentation, violations of the Georgia Securities Act, and violations of the Georgia Racketeering and Corrupt Organizations statute. Plaintiffs in the lawsuits seek compensatory and punitive damages and attorneys’ fees.
On December 13, 2021, defendants filed motions to dismiss the June 22, 2021 complaint. On July 6, 2022, defendants filed motions to dismiss the March 25, 2022 complaint. On July 27, 2022, defendants filed motions to dismiss the April 26, 2022 complaint. On August 9, 2022, defendants filed a motion to consolidate all three Federal Investor Actions for pre-trial purposes. On March 31, 2023, the court issued orders in each of the Federal Investor Actions granting in part and denying in part defendants’ motions to dismiss the three Federal Investor Actions, and granting defendants’ motion to consolidate the three Federal Investor Actions for pre-trial purposes. Defendants filed answers to each of the three complaints on April 14, 2023. The Company intends to vigorously defend against the claims asserted in the Federal Investor Actions.
Derivative Actions
The Company and certain of its executive officers and directors were named as defendants in certain derivative actions filed in the United States District Court for the Northern District of Georgia on May 18, 2020 and August 6, 2020, respectively (the “NDGA Derivative Actions”), in the Superior Court of Gordon County of the State of Georgia on March 3, 2021 and July 12, 2021 (the “Georgia Derivative Actions”), and in the Delaware Court of Chancery on March 10, 2022 (the “Delaware Derivative Action”). The complaints allege that defendants breached their fiduciary duties to the Company by causing the Company to issue materially false and misleading statements. The complaints are filed on behalf of the Company and seek to remedy fiduciary duty breaches occurring from April 28, 2017 to July 25, 2019. On July 20, 2020, the court in the NDGA Derivative Actions granted a temporary stay of the litigation. On October 21, 2020, the court entered an order consolidating the NDGA Derivative Actions and appointing Lead Counsel. Other shareholders of record jointly moved to intervene in the derivative actions to stay the proceedings. On September 28, 2021, the court in the NDGA Derivative Actions issued an order granting the request to intervene. On April 8, 2021, the court in the first-filed of the Georgia Derivative Actions granted a temporary stay of the litigation. On January 18, 2022, the Court in the NDGA Derivative Actions lifted the temporary stay of the litigation. On January 20, 2022, the court in the second-filed of the Georgia Derivative Actions entered an order on scheduling requiring defendants to file and serve their response to the complaint on February 21, 2022. On February 28, 2022, the court granted a stay of the Georgia Derivative Actions until the entry of a final judgment in the NDGA Derivative Actions and stipulating that the prevailing party in the NDGA Derivative Actions would be the prevailing party in the Georgia Derivative Actions. On April 6, 2022, the court granted a stay of the Delaware Derivative Action until the entry of a final judgment in the NDGA Derivative Actions and stipulating that the prevailing party in the NDGA Derivative Actions would be the prevailing party in the Delaware Derivative Action. On March 22, 2023, the temporary stay of the NDGA Derivative Actions expired. The Company intends to vigorously defend against the claims.
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.
The Company is subject to various federal, state, local and foreign environmental health and safety laws and regulations, including those governing air emissions, wastewater discharges, the use, storage, treatment, recycling and disposal of solid and hazardous materials and finished product, and the cleanup of contamination associated therewith. Because of the nature of the Company’s business, the Company has incurred, and will continue to incur, costs relating to compliance with such laws and regulations. The Company is involved in various proceedings relating to environmental matters and is currently engaged in environmental investigation, remediation and post-closure care programs at certain sites. The Company has provided accruals for such activities that it has determined to be both probable and reasonably estimable. The Company does not expect that the ultimate liability with respect to such activities will have a material adverse effect on its financial condition but acknowledges that it could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
18. Debt
Senior Credit Facility
On August 12, 2022, the Company entered into a fourth amendment (the “Amendment”) to its existing senior revolving credit facility (the “Senior Credit Facility”). The Amendment, among other things, (i) extended the maturity of the Senior Credit Facility from October 18, 2024 to August 12, 2027, (ii) renewed the Company’s option to extend the maturity of the Senior Credit Facility up to two times for an additional one-year period each, (iii) increased the Consolidated Interest Coverage Ratio financial maintenance covenant from 3.00:1.00 to 3.50:1.00, (iv) eliminated certain covenants applicable to the Company and its subsidiaries, including, but not limited to, restrictions on dispositions, restricted payments, and transactions with affiliates, and the Consolidated Net Leverage Ratio financial covenant, and (v) increased the amount available under the Senior Credit Facility to $1,950,000 until October 18, 2024, after which the amount available under the Senior Credit Facility will decrease to $1,485,000. The Amendment also permits the Company to increase the commitments under the Senior Credit Facility by an aggregate amount not to exceed $600,000.
At the Company’s election, U.S.-dollar denominated revolving loans under the Senior Credit Facility bear interest at annual rates equal to either (a) SOFR (plus a 0.10% SOFR adjustment) for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 1.00% and 1.75% (1.13% as of April 1, 2023), or (b) the Base Rate (defined as the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds Effective Rate plus 0.5%, or SOFR (plus a 0.10% SOFR adjustment) for a 1 month period rate plus 1.0%), plus an applicable margin ranging between 0.00% and 0.75% (0.13% as of April 1, 2023). At the Company’s election, revolving loans under the Senior Credit Facility denominated in Canadian dollars, Australian dollars, Hong Kong dollars or euros bear interest at annual rates equal to either (a) the applicable benchmark for such currency plus an applicable margin ranging between 1.00% and 1.75% (1.13% as of April 1, 2023), or (b) the Base Rate plus an applicable margin ranging between 0.00% and 0.75% (0.13% as of April 1, 2023). The Company also pays a commitment fee to the lenders under the Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the Senior Credit Facility ranging from 0.09% to 0.20% per annum (0.11% as of April 1, 2023). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable). On October 28, 2021, the Company amended the Senior Credit Facility to replace LIBOR for euros with the EURIBOR benchmark rate.
The obligations of the Company and its subsidiaries in respect of the Senior Credit Facility are unsecured.
The Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, future negative pledges, and changes in the nature of the Company’s business. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirement and is not otherwise in default. As described above, the Consolidated Net Leverage Ratio financial covenant was eliminated on August 12, 2022.
The Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.
In 2022, the Company paid financing costs of $1,879 in connection with the Amendment of its Senior Credit Facility. These costs were deferred and, along with previously unamortized costs of $2,663, are being amortized over the term of the Senior Credit Facility.
As of April 1, 2023, amounts utilized under the Senior Credit Facility included $362,138 borrowings and $19,951 of standby letters of credit related to various insurance contracts and foreign vendor commitments. Any outstanding borrowings under the Company’s U.S. and European commercial paper programs reduce the availability of the Senior Credit Facility. Including commercial paper borrowings, the Company has utilized $1,325,099 under the Senior Credit Facility, resulting in a total of $624,901 available as of April 1, 2023.
Commercial Paper
On February 28, 2014 and July 31, 2015, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to 397 and 183 days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and rank pari passu with the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.
The Company uses its Senior Credit Facility as a liquidity backstop for its commercial paper programs. Accordingly, the total amount outstanding under the Company’s commercial paper programs may not exceed $1,950,000 (less any amounts drawn on the Senior Credit Facility) at any time.
The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of April 1, 2023, there was $812,900 outstanding under the U.S. commercial paper program, and the euro equivalent of $130,110 under the European program. The weighted-average interest rate and maturity period for the U.S. program were 5.38% and 20.3 days, respectively. The weighted-average interest rate and maturity period for the European program were 2.78% and 10.5 days, respectively.
Senior Notes
On June 12, 2020, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned finance subsidiary of the Company, completed the issuance and sale of €500,000 aggregate principal amount of 1.750% Senior Notes (“1.750% Senior Notes”) due June 12, 2027. The 1.750% Senior Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with Mohawk Finance’s other existing and future senior unsecured indebtedness. The 1.750% Senior Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. Interest on the 1.750% Senior Notes is payable annually in cash on June 12 of each year, commencing on June 12, 2021. The Company paid financing costs of $4,400 in connection with the 1.750% Senior Notes. These costs were deferred and are being amortized over the term of the 1.750% Senior Notes.
On May 14, 2020, the Company completed the issuance and sale of $500,000 aggregate principal amount of 3.625% Senior Notes (“3.625% Senior Notes”) due May 15, 2030. The 3.625% Senior Notes are senior unsecured obligations of the Company and rank pari passu with the Company’s existing and future unsecured indebtedness. Interest on the 3.625% Senior Notes is payable semi-annually in cash on May 15 and November 15 of each year, commencing on November 15, 2020. The Company paid financing costs of $5,476 in connection with the 3.625% Senior Notes. These costs were deferred and are being amortized over the term of the 3.625% 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 were senior unsecured obligations of the Company and ranked pari passu with the Company’s existing and future unsecured indebtedness. Interest on the 3.85% Senior Notes was 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 were amortized over the term of the 3.85% Senior Notes. On November 1, 2022, the Company redeemed at par all of the 3.85% Senior Notes.
As defined in the related agreements, the Company’s senior notes contain covenants, representations and warranties and events of default, subject to exceptions, and restrictions on the Company’s financial and business operations, including limitations on liens, restrictions on entering into sale and leaseback transactions, fundamental changes, and a provision allowing the holder of the notes to require repayment upon a change of control triggering event.
Term Loan
On August 12, 2022, the Company and its indirect wholly-owned subsidiary, Mohawk International Holdings S.à r.l. (“Mohawk International”), entered into an agreement that provides for a delayed draw term loan facility (the “Term Loan Facility”), consisting of borrowings of up to $575,000 and €220,000. On October 3, 2022, an additional $100,000 of borrowing capacity was added to the Term Loan Facility. The Term Loan Facility could be drawn upon in up to two advances on any business day on or before December 31, 2022, with the proceeds being used for funding working capital and general corporate purposes. On October 31, 2022 and December 6, 2022, the Company made draws of $675,000 and €220,000, respectively. The Company must pay the outstanding principal amount of the Term Loan Facility, plus accrued and unpaid interest, not later than the maturity date of August 12, 2024. The Company may prepay all or a portion of the Term Loan Facility, plus accrued and unpaid interest, from time to time, without premium or penalty.
At the Company’s election, U.S. dollar-denominated loans under the Term Loan Facility bear interest at an annual rate equal to either (a) SOFR (plus a 0.10% SOFR adjustment) for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 0.825% and 1.50% (0.900% as of April 1, 2023), determined based upon the Company’s consolidated net leverage ratio, or (b) the base rate (defined as the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds Effective Rate plus 0.5%, and SOFR (plus a 0.10% SOFR adjustment) for a 1 month period plus 1.0%) plus an applicable margin ranging between 0.00% and 0.50% (0.00% as of April 1, 2023), determined based upon the Company’s consolidated net leverage ratio. Euro-denominated loans under the Term Loan Facility bear interest at an annual rate equal to EURIBOR for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 0.825% and 1.50% (0.900% as of April 1, 2023), determined based upon the Company’s consolidated net leverage ratio.
In 2022, the Company paid financing costs of $664 in connection with the Term Loan Facility. These costs were deferred and are being amortized over the term of the Term Loan Facility.
The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured.
The Term Loan Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, indebtedness, fundamental changes, and changes in the nature of the Company’s business. Many of these limitations are subject to numerous exceptions. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.5 to 1.0 as of the last day of any fiscal quarter.
The Term Loan Facility also contains customary representations and warranties.
The Term Loan Facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company. Upon the occurrence of an event of default, the outstanding obligations under the Term Loan Facility may be accelerated and become due and payable immediately. In addition, if certain change of control events occur with respect to the Company, the Company is required to repay the loans outstanding under the Term Loan Facility.
The fair values and carrying values of the Company’s debt instruments are detailed as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| April 1, 2023 | | December 31, 2022 |
| Fair Value | | Carrying Value | | Fair Value | | Carrying Value |
1.750% Senior Notes, payable June 12, 2027; interest payable annually | $ | 499,127 | | | 542,123 | | | 482,139 | | | 535,103 | |
3.625% Senior Notes, payable May 15, 2030; interest payable semi-annually | 454,700 | | | 500,000 | | | 431,605 | | | 500,000 | |
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U.S. commercial paper | 812,900 | | | 812,900 | | | 785,998 | | | 785,998 | |
European commercial paper | 130,110 | | | 130,110 | | | 42,808 | | | 42,808 | |
Senior credit facility, payable August 12, 2027 | 362,139 | | | 362,139 | | | — | | | — | |
U.S. Term Loan Facility | 675,000 | | | 675,000 | | | 675,000 | | | 675,000 | |
European Term Loan Facility | 238,534 | | | 238,534 | | | 235,445 | | | 235,445 | |
Finance leases and other | 67,719 | | | 67,719 | | | 52,050 | | | 52,050 | |
Unamortized debt issuance costs | (6,914) | | | (6,914) | | | (7,270) | | | (7,270) | |
Total debt | 3,233,315 | | | 3,321,611 | | | 2,697,775 | | | 2,819,134 | |
Less current portion of long term-debt and commercial paper | 1,056,473 | | | 1,056,473 | | | 840,571 | | | 840,571 | |
Long-term debt, less current portion | $ | 2,176,842 | | | 2,265,138 | | | 1,857,204 | | | 1,978,563 | |
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.
19. Supplemental Cash Flow Information | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
| April 1, 2023 | | April 2, 2022 | | | | |
Net cash paid during the periods for: | | | | | | | |
Interest | $ | 14,222 | | | 12,737 | | | | | |
Income taxes | $ | 8,592 | | | 52,469 | | | | | |
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Supplemental schedule of non-cash investing and financing activities: | | | | | | | |
Unpaid property plant and equipment in accounts payable and accrued expenses | $ | 87,990 | | | 81,633 | | | | | |
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ROU assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases | $ | 38,026 | | | | | | | 21,769 | |
Finance leases | $ | 6,327 | | | | | | | 4,710 | |
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