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What changed in Mohawk Industries's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mohawk Industries's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+300 added−248 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-20)

Top changes in Mohawk Industries's 2025 10-K

300 paragraphs added · 248 removed · 198 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+12 added−11 removed79 unchanged
Biggest changeGlobal Ceramic continues to invest in equipment that uses the latest technologies, which supports the Company’s efforts to increase manufacturing capacity, improve efficiency, meet the growing demand for its innovative products and develop new capabilities. 8 Table of Contents Index to Financial Statements Flooring NA The Company’s carpet manufacturing operations are vertically integrated and include the extrusion of triexta, nylon, polyester and polypropylene resins, as well as recycled post-consumer plastics, into fiber.
Biggest changeIn addition, Global Ceramic also sources a portion of its collections to enhance its product offerings. Global Ceramic continues to invest in equipment that uses the latest technologies, which supports the Company’s efforts to increase manufacturing capacity, improve efficiency, meet the growing demand for its innovative products and develop new capabilities.
In 2023, the Company also acquired Vitromex, a leading Mexican ceramic tile business with four manufacturing facilities strategically located throughout that country, further solidifying the Company’s position in the Mexico ceramic tile market. Product Innovation Mohawk drives performance through innovation and process improvements across all product categories.
In 2023, the Company also acquired Vitromex, a leading Mexican ceramic tile business with four manufacturing facilities strategically located throughout that country, further solidifying the Company’s leading position in the Mexico ceramic tile market. Product Innovation Mohawk drives performance through innovation and process improvements across all product categories.
Flooring ROW markets and sells its flooring products under the Feltex, GH Commercial, Godfrey Hirst, Hycraft, IVC Home, Lentex, Leoline, Moduleo, Mohawk Group, Pergo, Quick-Step and Redbook brands. Flooring ROW also sells private label laminate, wood and vinyl flooring products.
Flooring ROW markets and sells its flooring products under the Feltex, GH Commercial, Godfrey Hirst, Hycraft, IVC Home, Lentex Flooring, Leoline, Moduleo, Mohawk Group, Pergo, Quick-Step and Redbook brands. Flooring ROW also sells private label laminate, wood and vinyl flooring products.
The Segment sells its products through home centers, Company-owned service centers and stores, floor covering retailers, ceramic tile specialists, e-commerce retailers, residential builders, independent distributors, commercial contractors and commercial end users. Global Ceramic operations are vertically integrated from the production of raw material for body and glaze preparation to the manufacturing and distribution of the Segment’s product lines.
The Segment sells its products through home centers, Company-owned service centers, Company-owned and franchised stores, floor covering retailers, ceramic tile specialists, e-commerce retailers, residential builders, independent distributors, commercial contractors and commercial end users. Global Ceramic operations are vertically integrated from the production of raw material for body and glaze preparation to the manufacturing and distribution of the Segment’s product lines.
Flooring NA designs, manufactures, sources, distributes and markets a broad range of floor covering products in a variety of colors, textures and patterns for both residential and commercial remodeling and new construction channels. The Segment’s product lines include broadloom carpet, carpet tile, rugs and mats, carpet pad, laminate, medium-density fiberboard (“MDF”), wood flooring, LVT and sheet vinyl.
Flooring NA designs, manufactures, sources, distributes and markets a broad range of floor covering products in a variety of colors, textures and patterns for both residential and commercial remodeling and new construction channels. The Segment’s product lines include broadloom carpet, carpet tile, rugs and mats, carpet pad, laminate, medium-density fiberboard (“MDF”), wood flooring, LVT, hybrid flooring and sheet vinyl.
The Company believes its distribution methods for Global Ceramic provide high-quality customer service and enhance its ability to plan and manage inventory requirements. Flooring NA Flooring NA designs, markets, manufactures, distributes and sources broadloom carpet, carpet tile, carpet pad, rugs, laminate, LVT, sheet vinyl and wood flooring in a broad range of colors, textures and patterns.
The Company believes its distribution methods for Global Ceramic provide high-quality customer service and enhance its ability to plan and manage inventory requirements. Flooring NA Flooring NA designs, markets, manufactures, distributes and sources broadloom carpet, carpet tile, carpet pad, rugs, laminate, LVT, hybrid flooring, sheet vinyl and wood flooring in a broad range of colors, textures and patterns.
The Company’s vertically integrated manufacturing and distribution processes provide competitive advantages in carpet, rugs, ceramic tile, laminate, wood, stone, luxury vinyl tile (“LVT”) and sheet vinyl flooring. The Company’s industry-leading innovation develops products and technologies that differentiate its brands in the marketplace and satisfy all flooring-related remodeling and new construction requirements.
The Company’s vertically integrated manufacturing and distribution processes provide competitive advantages in ceramic tile, carpet, rugs, laminate, wood, stone, luxury vinyl tile (“LVT”), hybrid and sheet vinyl flooring. The Company’s industry-leading innovation develops products and technologies that differentiate its brands in the marketplace and satisfy all flooring-related remodeling and new construction requirements.
In 2023, the Company further expanded its presence in Brazil through the acquisition of Elizabeth Revestimentos, a leading Brazilian ceramic tile business with four manufacturing facilities strategically located throughout that country.
In 2023, the Company further expanded its presence in Brazil through the acquisition of Elizabeth Revestimentos, a leading Brazilian ceramic tile business with manufacturing facilities strategically located throughout that country.
The Company also has established a strong position in the fast-growing LVT market in the United States and Europe, with investments to expand capacity and align the product offering with market trends.
The Company also has established a strong position in the growing LVT market in the United States and Europe, with investments to expand capacity and align the product offering with market trends.
Strengths Market Position Mohawk’s fashionable and innovative products, successful participation in all sales channels, creative marketing tools and programs and extensive sales resources have enabled the Company to build market leadership positions in multiple geographies, primarily North America, Europe, Latin America and Australasia, as well as to export products to approximately 180 countries.
Strengths Market Position Mohawk’s fashionable and innovative products, successful participation in all sales channels, creative marketing tools and programs and extensive sales resources have enabled the Company to build market leadership positions in multiple geographies, primarily North America, Europe, Latin America and Oceania, as well as to export products to approximately 180 countries.
Products are sold through separate distribution channels, consisting of floor retailers, wholesalers, home centers, Company-operated distributors, independent distributors, residential builders, commercial contractors and commercial end users. The business is organized to address the specific customer needs of each distribution channel.
Products are sold through separate distribution channels, consisting of flooring retailers, wholesalers, home centers, Company-operated distributors, independent distributors, residential builders, commercial contractors and commercial end users. The business is organized to address the specific customer needs of each distribution channel.
The Company continues to explore additional opportunities to generate revenue from its patent portfolio. Major Customers During 2024, no single customer accounted for more than 10% of the Company’s total net sales, and the top 10 customers accounted for less than 20% of the Company’s total net sales.
The Company continues to explore additional opportunities to generate revenue from its patent portfolio. Major Customers During 2025, no single customer accounted for more than 10% of the Company’s total net sales, and the top 10 customers accounted for less than 20% of the Company’s total net sales.
After initially extending its geographic footprint by acquiring national hard surface distributors in Australia and New Zealand, the Company acquired Godfrey Hirst, making the Company the largest manufacturer of carpet in both countries. The Company has integrated its Australasian soft and hard surface businesses to provide a comprehensive offering to residential and commercial customers in the region.
After initially extending its geographic footprint by acquiring national hard surface distributors in Australia and New Zealand, the Company acquired Godfrey Hirst, making the Company the largest manufacturer of carpet in both countries. The Company has integrated its Oceania-based soft and hard surface businesses to provide a comprehensive offering to residential and commercial customers in the region.
The Company’s leading position in laminate flooring is driven by the strength of its premium brands as well as technical innovations such as water resistance, realistic visuals, beveled edges, deeply embossed in register surfaces and patented installation technologies. The United States resilient industry is highly competitive, and according to industry publications, grew more than 8.2% in 2023.
The Company’s leading position in laminate flooring is driven by the strength of its premium brands as well as technical innovations such as water resistance, realistic visuals, beveled edges, deeply embossed-in-register surfaces and patented installation technologies. The United States resilient industry is highly competitive, and according to industry publications, grew more than 4.8% in 2024.
During the past two decades, the Company has transformed its business from an American carpet manufacturer into the world’s largest flooring company with operations in Asia, Australasia, Europe, North America and South America. The Company had annual net sales in 2024 of $10.8 billion.
During the past two decades, the Company has transformed its business from an American carpet manufacturer into the world’s largest flooring company with operations in Asia, Europe, North America, Oceania and South America. The Company had annual net sales in 2025 of $10.8 billion.
In 2024, the Company announced further restructuring actions to take advantage of additional opportunities related to the activities described above .
In 2024 and 2025, the Company announced further restructuring actions to take advantage of additional opportunities related to the activities described above .
In 2023, the primary categories of flooring in the United States, based on square feet sold, were resilient consisting of LVT, sheet vinyl and various other resilient categories (39.7%), carpet and rugs (39.5%), ceramic tile (11.4%), wood (5.0%), laminate (3.0%) and stone (1.4%).
In 2024, the primary categories of flooring in the United States, based on square feet sold, were resilient consisting of LVT, sheet vinyl and various other resilient categories (40.1%), carpet and rugs (39.0%), ceramic tile (11.4%), wood (5.2%), laminate (3.0%) and stone (1.3%).
Sales to customers focused on residential products represent a significant portion of the total industry and the majority of the Segment’s sales. The Company has positioned its brand names across all price ranges. Foss, Karastan, Mohawk, Mohawk Home, Pergo, Portico and Quick-Step are positioned to sell in the residential flooring markets.
Sales 7 Table of Contents Index to Financial Statements to customers focused on residential products represent a significant portion of the total industry and the majority of the Segment’s sales. The Company has positioned its brand names across all price ranges. Foss, Karastan, Mohawk, Mohawk Home, Pergo, Portico and Quick-Step are positioned to sell in the residential flooring markets.
In 2023, the primary categories of flooring in the United States, based on sales, were carpet and rugs (33.3%), resilient consisting of LVT, sheet vinyl and various other resilient categories (33.0%), ceramic tile (12.6%), wood (11.9%), stone (5.9%) and laminate (3.3%).
In 2024, the primary categories of flooring in the United States, based on sales, were carpet and rugs (33.8%), resilient consisting of LVT, sheet vinyl and various other resilient categories (32.2%), ceramic tile (12.6%), wood (12.5%), stone (5.9%) and laminate (3.0%).
The Company remains committed to promoting fair, equitable and respectful workplaces where all people have equal opportunities to grow and advance. 11 Table of Contents Index to Financial Statements The Company is dedicated to creating a working environment that is free from hazards, promotes employee well‑being and prioritizes safety at every level.
The Company remains committed to promoting fair, equitable and respectful workplaces where all people have equal opportunities to grow and advance. The Company is dedicated to creating a working environment that is free from hazards, promotes employee well‑being and prioritizes safety at every level.
The Company believes the loss of one major customer would not have a material adverse effect on its business. Human Capital The Company’s management team recognizes the importance of its employees to the Company’s overall long-term success.
The Company believes the loss of one major customer would not have a material adverse effect on its business. 11 Table of Contents Index to Financial Statements Human Capital The Company’s management team recognizes the importance of its employees to the Company’s overall long-term success.
The Company has three reporting segments: Global Ceramic, Flooring North America (“Flooring NA”) and Flooring Rest of the World (“Flooring ROW”) with their 2024 net sales representing 39%, 35% and 26%, respectively, of the Company’s total revenue.
The Company has three reporting segments: Global Ceramic, Flooring North America (“Flooring NA”) and Flooring Rest of the World (“Flooring ROW”) with their 2025 net sales representing 40%, 34% and 26%, respectively, of the Company’s total revenue.
The Company has expanded its resilient product portfolio to include a renewable polymer core (RPC) category and a stone polymer core (SPC) category made 10 Table of Contents Index to Financial Statements with recycled plastic bottles, both of which are a PVC-free alternatives to traditional resilient products while maintaining waterproof capabilities and exceeding the scratch resistance of traditional LVT.
The Company has expanded its resilient product portfolio to include hybrid flooring options, such as a renewable polymer core (RPC) category and a stone polymer core (SPC) category made with recycled plastic bottles, both of which are a PVC-free alternatives to traditional resilient products while maintaining waterproof capabilities and exceeding the scratch resistance of traditional LVT.
The Company believes Flooring ROW has advanced equipment that results in competitive manufacturing in terms of cost and flexibility. In addition, Flooring ROW has significant manufacturing capability for wood flooring, LVT and sheet vinyl.
Flooring ROW The Company’s laminate flooring manufacturing operations in Europe are vertically integrated. The Company believes Flooring ROW has advanced equipment that results in competitive manufacturing in terms of cost and flexibility. In addition, Flooring ROW has significant manufacturing capability for wood flooring, LVT and sheet vinyl.
During 2023, the estimated global capacity for ceramic tile was 171 billion square feet – down 5.5% from the prior year primarily due to inflation, an energy crisis, higher interest rates and the resulting slowing demand for flooring that began in the second half of 2022 – with selling prices varying widely based on many factors, including supply within the market, materials used, size, shape and design.
During 2024, industry publications estimated global capacity for ceramic tile at 161 billion square feet, down 6.2% from the prior year primarily due to inflation, increased energy costs, higher interest rates and the resulting slowing demand for flooring that began in the second half of 2022, with selling prices varying widely based on many factors, including supply within the market, materials used, size, shape and design.
Approximately 55% of this amount was generated by sales in the United States, and approximately 45% was generated by sales outside the United States.
Approximately 54% of this amount was generated by sales in the United States, and approximately 46% was generated by sales outside the United States.
Flooring ROW Flooring ROW designs, markets, manufactures, licenses, distributes and sources laminate, LVT, sheet vinyl, wood flooring, broadloom carpet and carpet tile. It also designs, manufactures, markets and distributes roofing panels, insulation 7 Table of Contents Index to Financial Statements boards, MDF, chipboards, decorative panels and mezzanine floors.
Flooring ROW Flooring ROW designs, markets, manufactures, licenses, distributes and sources laminate, LVT, sheet vinyl, wood flooring, broadloom carpet and carpet tile. It also designs, manufactures, markets and distributes roofing panels, insulation boards, MDF, chipboards, decorative panels and mezzanine floors.
By consolidating safety data from all business segments, the Company calculates its corporate recordable incident rate, which serves as a key indicator of its overall safety performance. As of December 31, 2024, the Company employed approximately 41,900 people, consisting of approximately 16,200 in the United States, approximately 14,200 in Europe and approximately 11,500 in other countries.
By consolidating safety data from all business segments, the Company calculates its corporate recordable incident rate, which serves as a key indicator of its overall safety performance. As of December 31, 2025, the Company employed approximately 40,500 people, consisting of approximately 15,600 in the United States, approximately 13,600 in Europe and approximately 11,300 in other countries.
Based on industry publications, in 2023, LVT, sheet vinyl and other various resilient categories generated sales of $11.3 billion out of the $34.1 billion total United States flooring market. The Company believes that it is one of the largest manufacturers and distributors of LVT and sheet vinyl in the United States.
Based on industry publications, in 2024, LVT, sheet vinyl and other various resilient categories generated sales of $10.7 billion out of the $33.2 billion total United States flooring market. The Company believes that it is one of the largest manufacturers and distributors of LVT and sheet vinyl in the United States.
The Company makes available the following reports it files on its website, free of charge, under the heading “Investors”: • annual reports on Form 10-K; • quarterly reports on Form 10-Q; • current reports on Form 8-K; and • amendments to the foregoing reports.
Available Information The Company’s Internet address is https://www.mohawkind.com. The Company makes available the following reports it files on its website, free of charge, under the heading “Investors”: • annual reports on Form 10-K; • quarterly reports on Form 10-Q; • current reports on Form 8-K; and • amendments to the foregoing reports.
In carpet, the Company’s proprietary fiber technologies include SmartStrand ® and its brand extensions, which are made in part with annually renewable plant-based materials and were the first super-soft stain-resistant products on the market. In the fast-growing polyester carpet category, the Company’s patented Continuum™ process adds bulk and softness to polyester fiber, differentiating the Company’s products in the market.
In carpet, the Company’s proprietary fiber technologies include SmartStrand ® and its brand extensions, which are made in part with annually renewable plant-based materials and were the first super-soft stain-resistant products on the market.
Flooring NA continues to invest in capital expenditures, such as the expansion of the Company’s North American LVT and premium laminate manufacturing capacity. Other investments in state-of-the-art equipment support market growth, increase manufacturing efficiency and improve overall cost competitiveness. Flooring ROW The Company’s laminate flooring manufacturing operations in Europe are vertically integrated.
The Segment is also vertically integrated with significant manufacturing assets that produce laminate flooring, MDF board, fiberglass sheet vinyl and LVT. Flooring NA continues to invest in capital expenditures, such as the expansion of the Company’s North American LVT and premium laminate manufacturing capacity. Other investments in state-of-the-art equipment support market growth, increase manufacturing efficiency and improve overall cost competitiveness.
In addition to the Company’s website, the SEC maintains an Internet site that contains the Company’s reports, proxy and information statements, and other information that the Company electronically files with, or furnish to, the SEC at www.sec.gov.
In addition to the Company’s website, the SEC maintains an 12 Table of Contents Index to Financial Statements Internet site that contains the Company’s reports, proxy and information statements, and other information that the Company electronically files with, or furnishes to, the SEC.
In ceramic, this includes proprietary Reveal Imaging ® printing that replicates the appearance of other surfaces, such as long planks with the visuals and texture of natural wood as well as tiles that mimic natural stone, cement, textiles and other alternatives.
In ceramic, this includes proprietary Sublime Sync ® and 3D Ink ® technologies that create more realistic visuals and textures to mimic the appearance of other surfaces, such as long planks with the visuals and texture of natural wood as well as tiles that mimic natural stone, cement, textiles and other alternatives.
The market for raw materials is sensitive to temporary disruptions. Flooring ROW The principal raw materials used in the production of laminate flooring and boards are recycled and reclaimed wood, paper and resins. The principal raw materials used in the production of insulation panels are polyisocyanurate foam and foil-faced film.
The market for raw materials is sensitive to temporary disruptions. 9 Table of Contents Index to Financial Statements Flooring ROW The principal raw materials used in the production of laminate flooring and boards are recycled and reclaimed wood, paper and resins.
In 2023, the United States floor covering industry reported $34.1 billion in sales, down approximately 7.4% over 2022’s sales of $36.8 billion.
In 2024, the United States floor covering industry reported $33.2 billion in sales, down approximately 2.6% over sales of $34.1 billion in 2023.
Products are distributed through various channels, including home centers, Company-owned service centers and stores, floor covering retailers, ceramic tile specialists, e-commerce retailers, residential builders, independent distributors, commercial contractors and commercial end users. The business is organized with dedicated sales forces to address the specific customer needs of each distribution channel.
Products are distributed through various channels, including home centers, Company-owned service centers and Company-owned and franchised stores, floor covering retailers, ceramic tile specialists, e-commerce retailers, residential builders, independent distributors, commercial contractors and commercial end users.
The market for raw materials is sensitive to temporary disruptions. 9 Table of Contents Index to Financial Statements Industry and Competition The Company is the largest flooring manufacturer in a fragmented industry composed of a wide variety of companies ranging from small, privately-held firms to large multinationals.
If these suppliers were unable to satisfy the requirements, the Company believes that alternative supply arrangements would be available. The market for raw materials is sensitive to temporary disruptions. Industry and Competition The Company is the largest flooring manufacturer in a fragmented industry composed of a wide variety of companies ranging from small, privately-held firms to large multinationals.
The Company also produces energy through solar panels, windmills and a waste-to-energy program using scrap wood material. In 2023 and 2024, USA Today included Mohawk in its first two lists of America’s Climate Leaders, companies that are making the largest reductions in their carbon emissions.
Mohawk also invests in energy efficiency across its manufacturing and logistics facilities and generates energy through solar panels, wind turbines, and waste-to-energy systems that utilize scrap wood. From 2023 to 2025, USA Today included Mohawk in its first three annual lists of America’s Climate Leaders, companies that are making the largest reductions in their carbon emissions.
The Company 5 Table of Contents Index to Financial Statements manufactures large-scale porcelain slabs that can replicate the look of natural stone but are harder and more durable.
Given the frequent use of ceramic tile in kitchens and baths, the Company has also introduced numerous collections featuring antimicrobial treatment that 5 Table of Contents Index to Financial Statements becomes a permanent part of the product. The Company manufactures large-scale porcelain slabs that can replicate the look of natural stone but are harder and more durable.
By leveraging continuous process improvement and automation, the Company’s operations drive innovation, quality and value. Through its commitment to sustainability practices, the Company has also optimized natural resources and raw materials. The Company has invested to expand capacity, introduce differentiated new products and improve efficiencies.
Operational Excellence Mohawk’s highly efficient manufacturing and distribution assets serve as the foundation for successful growth. By leveraging continuous process improvement and automation, the Company’s operations drive innovation, quality and value. Through its commitment to sustainability practices, the Company has also optimized natural resources and raw materials.
The Company has pioneered an innovative ceramic tile technology called StepWise™ that is infused into its top-quality porcelain tile to significantly improve slip resistance. Given the frequent use of ceramic tile in kitchens and baths, the Company has also introduced numerous collections featuring antimicrobial treatment that becomes a permanent part of the product.
The Company has pioneered an innovative ceramic tile technology called StepWise™ that is infused into its top-quality porcelain tile to significantly improve slip resistance.
Based on industry publications, in 2023, the United States flooring industry had carpet and rug sales of approximately $11.4 billion out of the overall $34.1 billion market. Based on its 2023 net sales, the Company believes it is the largest producer of rugs and the second largest producer of carpet in the world.
Based on its 2024 net sales, the Company believes it is the largest supplier of rugs and mats in the United States and the second largest producer of carpet in the world.
The Company has recently introduced two PVC-free water-proof flooring options: PureTech™, a sustainable alternative that incorporates 70% recycled content and Solid Tech R™, which utilizes ten recycled plastic bottles per square foot. Operational Excellence Mohawk’s highly efficient manufacturing and distribution assets serve as the foundation for successful growth.
The Company has recently introduced two PVC-free water-proof hybrid flooring alternative options: PureTech™, a sustainable alternative that incorporates 70% recycled content and Solid Tech R™, which is made with a core comprised of stone and ten recycled plastic bottles per square foot to create a durable, high-performance product.
Major raw materials used in the Company’s manufacturing process are available from independent sources, and the Company has long-standing relationships with a number of suppliers. If these suppliers were unable to satisfy the requirements, the Company believes that alternative supply arrangements would be available.
Major raw materials used in the Company’s manufacturing process are available from independent sources, and the Company has long-standing relationships with a number of suppliers. The principal raw materials used in the production of insulation panels are polyisocyanurate foam and foil-faced film.
Manufacturing and Operations Global Ceramic The Company’s ceramic tile manufacturing operations are vertically integrated from the production of raw material for body and glaze preparation to the manufacturing and distribution of ceramic and porcelain tile, porcelain slabs and quartz countertops.
The cost of providing merchandising displays, product samples and point of sale promotional marketing, is partially recovered by the purchase of these items by the Company’s customers. 8 Table of Contents Index to Financial Statements Manufacturing and Operations Global Ceramic The Company’s ceramic tile manufacturing operations are vertically integrated from the production of raw material for body and glaze preparation to the manufacturing and distribution of ceramic and porcelain tile, porcelain slabs and quartz countertops.
The Company uses extensive recycled content in many of its products, including transforming billions of discarded plastic bottles annually to create polyester carpet fiber, millions of pounds of recycled and reclaimed wood annually into laminate flooring, chipboards and decorative panels, and millions of pounds of tires annually to produce decorative crumb rubber mats.
Each year, the company transforms billions of discarded plastic bottles into polyester carpet fiber and hybrid hard surface flooring; diverts millions of pounds of reclaimed wood into laminate flooring, chipboards, and decorative panels; and repurposes millions of pounds of used tires into durable crumb rubber mats.
The scope of the Board’s Nominating & Corporate Governance Committee responsibilities includes oversight of Mohawk’s sustainability programs, and the scope of the Board’s Audit Committee responsibilities includes oversight of climate-related risks. The Impact Report can be found at www.mohawksustainability.com. This website does not constitute part of this Form 10-K.
The impact report includes information on Mohawk’s corporate stewardship policies and practices on a variety of matters, including, but not limited to, Board and management sustainability oversight, governance and ethics, environmental performance and employee health and safety management. Mohawk’s impact reports and related content can be found at www.mohawksustainability.com. This website does not constitute part of this Form 10-K.
Compliance with these environmental laws and regulations did not have a material effect on capital expenditures, earnings, or the Company’s competitive position in 2024.
The costs incurred to comply with applicable laws and regulations, including environmental regulations, did not have a material effect on capital expenditures, earnings, or the Company’s competitive position for the year ended December 31, 2025, and the Company does not currently anticipate that compliance with existing laws and regulations will have a material adverse impact on its capital expenditures, earnings, or competitive position in any given year.
Governmental Regulations As a global manufacturing company, the Company’s operations are subject to numerous federal, state and local laws and regulations, both within and outside the U.S., in areas such as environmental protection, international trade, data privacy, tax, consumer protection, government contracts, climate change and others.
Governmental Regulations As a global manufacturing company, the Company’s operations are subject to numerous U.S. and foreign laws and regulations pertaining to, without limitation, tariffs, trade sanctions, import-export controls, tax, consumer protection, government contracts, anti-corruption, antitrust, corporate governance and employment.
The Company has also launched an innovative carpet backing called Recover™ that is hypoallergenic, latex and VOC free and is easier to install and seam. In laminate, the Company’s patented Uniclic ® installation technology revolutionized the category and has been adapted into the LVT and wood categories, as well.
In the growing polyester carpet category, the Company’s patented Continuum™ process adds bulk and softness to polyester fiber made from recycled plastic bottles, differentiating the Company’s products in the market. In laminate, the Company’s patented Uniclic ® installation technology revolutionized the category and has been adapted into the LVT and wood categories, as well.
Through the Better for Performance pillar, the Company focuses on sustainability initiatives, ethics, data security and privacy, including creating and maintaining sustainability-related policies. Mohawk’s annual Impact Report sets forth the Company’s initiatives with respect to these pillars and details how the Company works to manage its operations responsibly and ethically.
Oversight is provided by the Nominating & Corporate Governance Committee and Audit Committee of the Company’s Board of Directors (the “Board”), which monitor program effectiveness and risk management. Mohawk’s annual impact report sets forth the Company’s initiatives with respect to these pillars and details how the Company works to manage its operations efficiently, responsibly and ethically.
In particular, the Company’s capital investments have improved recently acquired businesses by upgrading product offerings, expanding distribution and improving productivity. Forbes has designated Mohawk as one of the Best Large United States Employers and Training Magazine ranked the Company’s training and development programs among the best for more than fifteen years.
The Company has invested to expand capacity, introduce differentiated new products and improve efficiencies. In particular, the Company’s capital investments have improved recently acquired businesses by upgrading product offerings, expanding distribution and improving productivity.
Flooring NA is also vertically integrated in yarn processing, carpet backing manufacturing, tufting, weaving, dyeing, coating and finishing. The Segment is also vertically integrated with significant manufacturing assets that produce laminate flooring, MDF board, fiberglass sheet vinyl and LVT.
Flooring NA The Company’s carpet manufacturing operations are vertically integrated and include the extrusion of triexta, nylon, polyester and polypropylene resins, as well as recycled post-consumer plastics, into fiber. Flooring NA is also vertically integrated in yarn processing, carpet backing manufacturing, tufting, weaving, dyeing, coating and finishing.
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Sustainability Mohawk’s sustainability strategy is founded on three pillars: Better for People, Better for the Planet, and Better for Performance. Through the Better for People pillar, the Company focuses on employee engagement, health and well-being, workforce development, a Zero-Harm Workplace and community engagement initiatives.
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Mohawk continues to receive recognition from leading media platforms, including accolades for its positive work environment from Newsweek ® , Forbes ® and Fortune ® and its professional and leadership development programs from Training Magazine ® . In Europe, the Company has been formally designated as a Top Employer tm for multiple years.
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Highlights of this pillar include Mohawk Group’s ArtLifting partnership working with artists with disabilities to include their designs in commercial flooring collections and an extensive internal training initiative from the plant floor to the C-suite.
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Corporate Stewardship and Sustainability Mohawk’s approach to responsible business practices brings together a commitment to people, environmental stewardship and strong, transparent governance. Mohawk's dedication to people comes to life through its work in employee engagement, health, safety, workforce development, and community involvement.
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In the United States and Mexico, the Company operates on-site, near-site and virtual Healthy Life Centers to assist employees and their eligible family members with management of chronic conditions as well as treatment of acute illness.
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Mohawk invests in workforce training through a structured program that spans the organization from entry level to senior leadership. The Company has leveraged subject matter experts, training programs and other resources to sustain a safe working environment and continually reduce workplace risks.
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Through the Better for the Planet pillar, Mohawk focuses on a climate-positive future through energy conservation, water restoration and product circularity, including waste reduction and responsible sourcing.
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In the U.S. and Mexico, Mohawk provides on-site, near-site, and virtual Healthy Life Centers to assist employees and their families with health management and access to care. Mohawk also engages in community-focused efforts, including a collaboration with ArtLifting ® to adapt artwork by artists with disabilities into commercial flooring collections as well as a 25-year partnership with Susan G.
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The Impact Report includes Mohawk’s environmental, social and governance (“ESG”) policies and practices on a variety of matters, including, but not limited to, Board and management sustainability oversight, governance and ethics, environmental sustainability, climate change and greenhouse gas 6 Table of Contents Index to Financial Statements emissions reduction and employee health and safety management.
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Komen ® to support breast cancer awareness, patient support and research. Environmental stewardship is advanced through a focus on using resources efficiently, developing innovative products and operating responsibly. Mohawk integrates circularity into product design and manufacturing by incorporating significant amounts of recycled and reclaimed materials across its portfolio.
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The cost of providing merchandising displays, product samples and point of sale promotional marketing, is partially recovered by the purchase of these items by the Company’s customers.
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Within its ceramic tile and carpet operations, Mohawk further advances circularity by reusing a substantial portion of 6 Table of Contents Index to Financial Statements manufacturing waste to create new, first quality products, reducing both resource consumption and landfill impact. Mohawk’s Supplier Code of Conduct outlines the Company’s expectations that its vendors align their values and practices with Mohawk’s own.
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In addition, Global Ceramic also sources a portion of its collections to enhance its product offerings.
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A commitment to strong, transparent governance is reflected in Mohawk's focus on ethical conduct, data privacy and security and operational integrity. This includes maintaining robust policies, educating team members on their ethical responsibilities, and implementing safeguards that reduce the risk of data breaches and cybersecurity threats.
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The Company is subject to import and export controls, tariffs, and other trade-related regulations and restrictions in the countries in which it has operations or otherwise does business. The Company maintains policies intended to ensure that its operations are conducted in compliance with applicable laws and regulations.
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Based on industry publications, in 2024, the United States flooring industry had carpet and rug sales of 10 Table of Contents Index to Financial Statements approximately $11.2 billion out of the overall $33.2 billion market.
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The Company believes that it is in compliance, in all material respects, with presently applicable laws and regulations. The Company complies with all laws and regulations regarding protection of the environment, and in many cases where laws and regulations are less restrictive, the Company has established and is following its own standards, consistent with the Company’s commitment to environmental responsibility.
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The Company is also subject to increasingly complex and changing laws and regulations governing the protection of personal and business data in the U.S., European Union and other jurisdictions, including those related to the collection, storage, use, transmission and safeguarding of personal information and other consumer, customer, vendor or employee data.
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These compliance requirements align with the Company’s focus on sustainability initiatives. The Company believes that it is in compliance, in all material respects, with presently applicable governmental provisions relating to environmental protection in the countries in which the Company has manufacturing operations.
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In addition, due to the global scope of the Company’s manufacturing facilities and operations, the Company is subject to extensive environmental regulations in jurisdictions throughout the world. Such laws and regulations govern, among other things, air emissions; the treatment and discharge of wastewater; the handling, storage, use and disposal of solid, hazardous and other wastes; and worker health and safety.
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While the Company cannot predict policy changes by various regulatory agencies or other unexpected developments, the Company expects that compliance with these laws and regulations will not have a material adverse effect on the Company’s competitive position in 2025. Available Information The Company’s Internet address is https://www.mohawkind.com.
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Furthermore, numerous Company products are regulated under specific legal frameworks, including extended producer responsibility statutes and packaging and labeling regulations. The Company has implemented policies and procedures designed to ensure compliance with all applicable laws and regulations.
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However, future developments, such as changes in laws, regulations, or government policies, could result in significant costs that may materially affect the Company’s business, financial condition, results of operations, and prospects. For a discussion of the risks associated with certain applicable laws and regulations, see Risk Factors in Part I, Item 1A of this Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

88 edited+33 added−21 removed53 unchanged
Biggest changeIn particular, developing markets in which the Company operates may be characterized by one or more of the following: • complex and conflicting laws and regulations, which may be inconsistently or arbitrarily enforced; • high incidences of corruption in state regulatory agencies; • volatile inflation; • widespread poverty and resulting political instability; • compliance with laws governing international relations and trade, including United States and European Union laws that relate to sanctions and corruption; • immature legal and banking systems; • uncertainty with respect to title to real and personal property; • underdeveloped infrastructure; • heavy state control of natural resources and energy supplies; • state ownership of transportation and supply chain assets; • high protective tariffs and inefficient customs processes; • high crime rates; and • war and/or armed conflict. 14 Table of Contents Index to Financial Statements Changes in any one or a combination of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.
Biggest changeIn particular, developing markets in which the Company operates may be characterized by one or more of the following: • complex and conflicting laws and regulations, which may be inconsistently or arbitrarily enforced; • high incidences of corruption in state regulatory agencies; • currency exchange volatility and restrictions on foreign exchange transactions; • capital controls or limitations on repatriation of profits; • volatile inflation; • political instability; 14 Table of Contents Index to Financial Statements • exposure to sanctions or export control risks related to U.S., EU and other regulatory regimes; • immature legal and banking systems; • uncertainty with respect to title to real and personal property; • weak intellectual property protection and enforcement; • underdeveloped infrastructure; • heavy state control of natural resources and energy supplies; • state ownership of transportation and supply chain assets; • high protective tariffs and inefficient customs processes; • high crime rates; and • war and/or armed conflict.
In addition, new laws and regulations may be enacted in the U.S. or abroad, the compliance with which may require the Company to incur additional personnel-related, environmental, or other costs on an ongoing basis. In particular, the Company’s operations are subject to various environmental, social, and health and safety laws and regulations.
In addition, new laws and regulations may be enacted in the U.S. or abroad, the compliance with which may require the Company to incur additional personnel-related, environmental, or other compliance-related costs on an ongoing basis. In particular, the Company’s operations are subject to various environmental, social, and health and safety laws and regulations.
The Company’s ability to achieve any such strategies, goals or targets depends on a number of factors, including, but not limited to, evolving regulatory standards, changes in carbon markets, consumer demand for low-carbon and sustainable products, technological developments, the conduct of third-party manufacturers and suppliers, climate change-related impacts, and raw material and supply chain disruptions.
The Company’s ability to implement and achieve any such strategies, goals or targets depends on a number of factors, including, but not limited to, evolving regulatory standards, changes in carbon markets, consumer demand for low-carbon and sustainable products, technological developments, the conduct of third-party manufacturers and suppliers, climate change-related impacts, and raw material and supply chain disruptions.
Given the volatility in the current global economic climate and geopolitical events around the world, including the Russian military actions in Ukraine and ongoing conflicts in the Middle East, it is difficult for the Company to predict the complete impact of the foregoing matters on its business, financial condition, results of operations, and prospects.
Given the volatility in the current global economic climate and geopolitical events around the world, including the Russian military actions in Ukraine and ongoing conflicts in the Middle East and elsewhere, it is difficult for the Company to predict the complete impact of the foregoing matters on its business, financial condition, results of operations, and prospects.
In addition, investor advocacy groups, certain institutional investors, investment funds, lenders, market participants, stockholders, customers, and other stakeholders have focused increasingly on ESG and sustainability practices of companies. These parties have placed increased importance on the implications of the social cost of their investments.
In addition, investor advocacy groups, certain institutional investors, investment funds, lenders, market participants, stockholders, customers, and other stakeholders have focused increasingly on sustainability practices of companies. These parties have placed increased importance on the implications of the social cost of their investments.
Actual or perceived failures or delays in achieving strategies, goals and targets related to climate change and other environmental matters could adversely affect the Company’s business, financial condition, results of operations, and prospects, and result in reputational harm and increased risk of litigation.
Actual or perceived failures or delays in implementing and achieving strategies, goals and targets related to climate change and other environmental matters could adversely affect the Company’s business, financial condition, results of operations, and prospects, and result in reputational harm and increased risk of litigation.
In addition to raw materials, the Company sources finished goods. For certain raw materials and sourced products, the Company is dependent on one or a small number of suppliers.
In addition to raw materials, the Company sources some finished goods. For certain raw materials and sourced products, the Company is dependent on one or a small number of suppliers.
It is possible that investor advocacy groups, certain institutional investors, investment funds, lenders, market participants, stockholders, customers, and other stakeholders may not be satisfied with Mohawk’s ESG practices or the speed of their adoption.
It is possible that investor advocacy groups, certain institutional investors, investment funds, lenders, market participants, stockholders, customers, and other stakeholders may not be satisfied with Mohawk’s sustainability practices or the speed of their adoption.
The Company’s international sales, supply chain, operations and investments have been, and may in the future be, impacted by risks and uncertainties, including: • changes in foreign country regulatory requirements; • differing business practices associated with foreign operations; • various import/export restrictions and the availability of required import/export licenses; • foreign currency exchange rate fluctuations; 13 Table of Contents Index to Financial Statements • differing inflationary or deflationary market pressures; • foreign country tax rules, regulations and other requirements, such as changes in tax rates and statutory and judicial interpretations in tax laws; • differing labor laws and changes in those laws; • work stoppages and labor shortages; • disruptions in the shipping of imported and exported products; • government price controls; • extended payment terms and the inability to collect accounts receivable; • potential difficulties repatriating cash from non-U.S. subsidiaries; • compliance with laws governing international relations and trade, including those U.S. and European Union laws that relate to sanctions and corruption; and • supply chain disruption or price escalations for oil, natural gas and other raw materials due to regional conflict.
The Company’s international sales, supply chain, operations and investments have been, and may in the future be, impacted by risks and uncertainties, including: • changes in foreign country regulatory requirements; • differing business practices associated with foreign operations; • various import/export restrictions and the availability of required import/export licenses; • foreign currency exchange rate fluctuations; • differing inflationary or deflationary market pressures; • foreign country tax rules, regulations and other requirements, such as changes in tax rates and statutory and judicial interpretations in tax laws; • differing labor laws and changes in those laws; • work stoppages and labor shortages; • disruptions in the shipping of imported and exported products; • government price controls; • extended payment terms and the inability to collect accounts receivable; • difficulties repatriating cash from non-U.S. subsidiaries; • compliance with laws governing international relations and trade, including those U.S. and European Union laws that relate to sanctions and corruption; and • supply chain disruption or price escalations for oil, natural gas and other raw materials due to regional conflict.
Interruption, impediment or failure of the Company’s information systems has in the past caused, and in the future could cause, unanticipated disruptions in service, decreased customer service and customer satisfaction, harm to the Company’s reputation and loss or misappropriation of sensitive data, which could result in loss of customers, increased operating expenses and financial losses.
Interruption, impediment or failure of the Company’s information systems has in the past caused, and in the future could cause, unanticipated disruptions in service, decreased customer service and customer satisfaction and harm to the Company’s reputation, which could result in loss of customers, increased operating expenses and financial losses.
In addition to the costs associated with the activities discussed above, the Company could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices.
In addition to the costs associated with the activities discussed above, the Company could also incur additional costs and require additional resources to monitor, report, and comply with various sustainability practices.
If Mohawk’s ESG practices do not meet investor, lender, or other industry stakeholder expectations and standards, which continue to evolve, the Company’s access to capital may be negatively impacted based on an assessment of Mohawk’s ESG practices.
If Mohawk’s sustainability practices do not meet investor, lender, or other industry stakeholder expectations and standards, which continue to evolve, the Company’s access to capital may be negatively impacted based on an assessment of Mohawk’s sustainability strategies and practices.
Furthermore, third-party business partners provide a number of key components necessary to the Company’s information systems. Any problems caused by these third-party business partners, including those resulting from cyber-attacks and security breaches, could adversely affect the Company’s information systems and its ability to conduct its business. Replacing these third-party business partners could also create significant delay and expense.
Furthermore, third-party service providers provide a number of key components necessary to the Company’s information systems. Any problems caused by these third-party service provider, including those resulting from cyber-attacks and security breaches, could adversely affect the Company’s information systems and its ability to conduct its business. Replacing these third-party service provider could also create significant delay and expense.
The Company, both itself and through third party business partners, collects and processes proprietary, personal, confidential and sensitive data, which may include information about customers, employees, suppliers, distributors and others. Some of this data is stored, accessible or transferred internationally.
The Company, both itself and through third-party service providers, collects and processes proprietary, personal, confidential and sensitive data, which may include information about customers, employees, suppliers, distributors and others. Some of this data is stored, accessible or transferred internationally.
Also, the Company’s manufacturing facilities may become subject to further limitations on emissions due to public policy concerns regarding climate change or other environmental or health and safety concerns.
In addition, the Company’s manufacturing facilities may become subject to further limitations on emissions due to public policy concerns regarding climate change or other environmental or health and safety concerns.
Industry and Economic Risks The floor covering industry is sensitive to changes in general economic conditions, such as consumer confidence, income and spending, corporate and government spending, interest rate levels, availability of credit and demand for housing. 12 Table of Contents Index to Financial Statements Significant or prolonged declines in the U.S. or global economies could have a material adverse effect on the Company’s business.
Industry and Economic Risks The floor covering industry is sensitive to changes in general economic conditions, such as consumer confidence, income and spending, corporate and government spending, interest rate levels, availability of credit and demand for housing. Significant or prolonged declines in the U.S. or global economies could have a material adverse effect on the Company’s business.
The UTPR is expected to be effective for the Company beginning in 2025, which could subject the Company’s worldwide profits to a minimum level of tax regardless of whether the country in which the Company earned the income has adopted the GLOBE rules.
The UTPR became effective for the Company beginning in 2025, which could subject the Company’s worldwide profits to a minimum level of tax regardless of whether the country in which the Company earned the income has adopted the GLOBE rules.
The Company may not be able to manage its currency translation risks effectively, and volatility in currency exchange rates may have a material adverse effect on the Company’s consolidated financial statements and affect comparability of the Company’s results between financial periods.
The Company may not be able to manage its currency translation risks effectively, and volatility in currency exchange rates may have a material adverse effect on the Company’s consolidated financial statements and affect comparability of the Company’s results between financial periods. The Company faces risks and uncertainties related to its operations in Russia.
While the Company believes that many of its past capital investments have been successful, there is no guarantee that the return on investment from the Company’s recent or future capital expenditures will be sufficient to recover the expenses and opportunity costs associated with these projects.
While the Company believes that many of its past capital investments have been successful, there 16 Table of Contents Index to Financial Statements is no guarantee that the return on investment from the Company’s recent or future capital expenditures will be sufficient to recover the expenses and opportunity costs associated with these projects.
Also, the Company’s ability to obtain raw materials or source products at reasonable costs may be impacted by tariffs, global trade uncertainties and international crises, such as ongoing geopolitical conflict.
Also, the Company’s ability to obtain raw materials or source products at reasonable costs may be impacted by tariffs, global trade uncertainties and ongoing geopolitical conflict.
Because the Company’s manufacturing processes use a significant amount of energy, especially natural gas, the imposition of greenhouse gas emissions limitations, such as a “cap-and-trade” system, could require the Company to increase its capital expenditures, use its cash to acquire emission credits or restructure its manufacturing operations.
Because the Company’s manufacturing processes use a significant amount of energy, especially natural gas, the imposition of greenhouse gas emissions 18 Table of Contents Index to Financial Statements limitations, such as a “cap-and-trade” system, could require the Company to increase its capital expenditures, use its cash to acquire emission credits or restructure its manufacturing operations.
Many governing bodies have introduced additional due diligence and disclosure requirements addressing sustainability that the Company expects will apply to its operations and supply chain in the coming years, such as California’s Climate Corporate Data Accountability Act in the U.S. and the Corporate Sustainability Reporting Directive (“CSRD”) and Corporate Sustainability Due Diligence Directive (“CSDDD”) in the European Union.
Many governing bodies have introduced additional due diligence and disclosure requirements addressing sustainability that the Company expects will apply to its operations and supply chain in the coming years, such as California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Disclosure, and the European Union’s Corporate Sustainability Reporting Directive (“CSRD”) and Corporate Sustainability Due Diligence Directive (“CSDDD”).
The Company has historically made significant capital investments each year and will continue to make capital investments in future periods, including approximately $520 million of capital investments in 2025.
The Company has historically made significant capital investments each year and will continue to make capital investments in future periods, including approximately $480 million of capital investments in 2026.
In addition, the Company has made certain investments, including through joint ventures, in which the Company has a minority equity interest and lacks management and operational control. The controlling joint venture partner may have business interests, strategies or goals that are inconsistent with those of the Company.
In addition, the Company has made certain investments, including through joint ventures, in which the Company has a minority equity interest and lacks management and operational control. The controlling joint venture partner may have business 17 Table of Contents Index to Financial Statements interests, strategies or goals that are inconsistent with those of the Company.
There 15 Table of Contents Index to Financial Statements have been in the past, and may be in the future, periods of time during which increases in these costs cannot be recovered. During such periods of time, the Company’s business, financial condition, results of operations, and prospects have been and may be materially affected.
There have been in the past, and may be in the future, periods of time during which increases in these costs cannot be recovered. During such periods of time, the Company’s business, financial condition, results of operations, and prospects have been and may be materially affected.
The Company expects that a significant amount of its future sales will continue to come from outside the U.S. The Company is also exposed to currency exchange rate fluctuations by its purchase of raw materials and component parts from suppliers in multiple countries.
The Company also maintains manufacturing facilities in 18 countries outside the U.S. The Company expects that a significant amount of its future sales will continue to come from outside the U.S. The Company is also exposed to currency exchange rate fluctuations through its purchase of raw materials, component parts and sourced goods from suppliers in multiple countries.
In addition, the misappropriation or misuse of customer, consumer, employee, supplier or Company data resulting from a failure of the Company’s information systems or those of its third-party business partners could result in significant costs, lost sales, fines, lawsuits and damage to the Company’s reputation.
In addition, the misappropriation, loss or misuse of customer, consumer, employee, supplier or Company data resulting from a failure of a third-party service provider could result in significant costs, lost sales, fines, lawsuits and damage to the Company’s reputation.
Price competition or overcapacity may limit the Company’s ability to raise prices for its products, may force the Company to reduce prices and may also result in reduced levels of demand for the Company’s products and cause the Company to lose market share. Competitors may also engage in unfair trade practices. For example, in 2024, the U.S.
Price competition or overcapacity may limit the Company’s ability to raise prices for its products, may force the Company to reduce prices and may also result in reduced levels of demand for the Company’s products and cause the Company to lose market share.
The supply and prices of raw materials, labor, energy and fuel-related costs, including those related to oil and natural gas, are subject to market conditions and are impacted by many factors beyond the Company’s control, including geopolitical conflict (such as the ongoing conflicts in the Middle East and Russian military actions in Ukraine), pandemics (such as the COVID-19 pandemic), labor shortages, weather conditions, natural disasters, governmental programs, regulations and trade and tariff policies, inflation and increased demand, among other factors.
The supply and prices of raw materials, labor, energy and fuel-related costs, including those related to oil and natural gas, are subject to market conditions and are impacted by many factors beyond the Company’s control, including geopolitical conflict, pandemics, labor shortages, weather conditions, natural disasters, governmental programs, regulations and trade and tariff policies, inflation and increased demand, among other factors.
The Company tests the goodwill and intangible assets on its balance sheet for impairment on an annual basis, and also when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount.
The Company tests the goodwill and intangible assets on its balance sheet for impairment on an annual basis, and also when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Determining fair value requires substantial judgment and is subject to inherent uncertainties, estimates, and assumptions.
The Company has been, and in the future may be, subject to costs, liabilities and other obligations under existing or new laws and regulations, which could have a material adverse effect on the Company’s business. The Company is subject to increasingly numerous and complex laws, regulations and licensing requirements in each of the jurisdictions in which the Company conducts business.
Regulatory and Legal Risks The Company has been, and in the future may be, subject to costs, liabilities and other obligations under existing or new laws and regulations. The Company is subject to increasingly numerous and complex laws, regulations and licensing requirements in each of the jurisdictions in which the Company conducts business.
In the ordinary course of business, the Company is subject to a variety of product-related claims, lawsuits and legal proceedings, including those relating to product liability, product warranty, product recall, personal injury, and other matters.
The Company is exposed to litigation, claims and other legal proceedings relating to its products, operations and compliance with various laws and regulations. In the ordinary course of business, the Company is subject to a variety of product-related claims, lawsuits and legal proceedings, including those relating to product liability, product warranty, product recall, personal injury, and other matters.
The Company cannot assure investors that any patents owned by or issued to it will provide the Company with competitive advantages, that third parties will not challenge these patents, or that the Company’s pending patent applications will be approved.
The Company 19 Table of Contents Index to Financial Statements cannot assure investors that any patents owned by or issued to it will provide the Company with competitive advantages, that third parties will not challenge these patents, or that the Company’s pending patent applications will ultimately be granted.
The Company relies on these systems to, among other things: • facilitate the purchase, management, distribution, and payment for inventory items; • manage and monitor the daily operations of the Company’s distribution network; • receive, process and ship orders on a timely basis; • manage accurate billing to and collections from customers; • control logistics and quality control for the Company’s retail operations; • manage financial reporting; • monitor point of sale activity; • store, deliver and transmit data to the Company’s sales and distribution systems; and • manage and conduct certain production processes.
The Company relies on these systems to, among other things: • facilitate the purchase, management, distribution, and payment for inventory items; • manage and monitor the daily operations of the Company’s distribution network; • receive, process and ship orders on a timely basis; • manage accurate billing to and collections from customers; • control logistics and quality control for the Company’s retail operations; • manage financial reporting; • monitor point of sale activity; • store, deliver and transmit data to the Company’s sales and distribution systems; and • manage and conduct certain production processes. 20 Table of Contents Index to Financial Statements Any event that causes interruptions to the input, retrieval and transmission of data or increase in the Company’s service time could disrupt the Company’s normal operations.
Any of the above could result in a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. In periods of rising costs, the Company may be unable to pass raw materials, labor, energy and fuel-related cost increases on to its customers, which could have a material adverse effect on the Company ’ s business.
Failure to predict these changes or respond effectively could result in a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. In periods of rising costs, the Company may be unable to pass increases in raw materials, labor, energy and fuel-related costs on to its customers.
The Company cannot predict when or if interest rates or inflation will stabilize or decrease, and what effect such changes might have on repair and remodeling activities, new construction, product demand, the Company’s business, or its financial condition.
The Company cannot predict whether, when or to what degree elevated interest rates or inflation will further stabilize or decrease, and what effect such changes might have on repair and remodeling activities, new construction or product demand.
Additional challenges related to the Company’s acquisition strategy include: • maintaining executive offices in different locations; • manufacturing and selling different types of products through different distribution channels; • conducting business from various locations; 16 Table of Contents Index to Financial Statements • maintaining different operating systems and software on different computer hardware; and • retaining key employees.
Additional challenges related to the Company’s acquisition strategy include: • aligning operational processes; • manufacturing and selling different types of products through different distribution channels; • conducting business from various locations; • maintaining executive offices in different locations; • managing complex reporting requirements; • maintaining different operating systems and software on different computer hardware; and • retaining key personnel.
Business decisions or other actions or omissions of the controlling joint venture partner, or the joint venture company, may result in harm to the Company’s reputation or adversely affect the value of the Company’s investment in the joint venture.
Business decisions or other actions or omissions of the controlling joint venture partner, or the joint venture company, may result in harm to the Company’s reputation or adversely affect the value of the Company’s investment in the joint venture. The Company faces risks in identifying suitable acquisition candidates or partners for strategic investments.
Specifically, as a result of ongoing Russian military actions in Ukraine, the Company suspended new investment in Russia as of the first quarter of 2022. The Company has experienced and may continue to experience supply chain disruption and price increases of raw materials and spare parts needed in the Company’s Russian operations.
In addition, the Company continues to face operational risks specific to Russia. As a result of the ongoing military actions between Russia and Ukraine, the Company has experienced and may continue to experience supply chain disruption and price increases of raw materials and spare parts needed in the Company’s Russian operations.
The Company relies, in part, on the patent, trade secret and trademark laws of the U.S., countries in the European Union and elsewhere, as well as confidentiality agreements with some of the Company’s employees, to protect its intellectual property.
The Company relies on patent, trade secret and trademark protections in the U.S., the European Union and other jurisdictions, as well as confidentiality agreements with certain employees, to protect its intellectual property.
The Company may be unable to obtain raw materials or sourced product on a timely basis, which could have a material adverse effect on the Company’s business.
The Company may be unable to obtain raw materials or sourced product on a timely basis.
Any of the above could result in a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.
Changes in any one or a combination of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.
The OECD’s GLOBE model rules, and supplemental published administrative guidance, provide a framework that ensures that multinational enterprises (“MNE(s)”) with revenue above €750 million pay a minimum level of tax of 15% on their profits arising in each jurisdiction where they operate.
The OECD’s GLOBE model rules, and supplemental published administrative guidance, provide a framework that ensures that multinational enterprises (“MNE(s)”) with revenue above €750 million pay a minimum level of tax of 15% on their profits arising in each jurisdiction where they operate. 23 Table of Contents Index to Financial Statements The framework includes an income inclusion rule (“IIR”) and an undertaxed payments rule (“UTPR”) that work together to ensure a minimum level of tax in each jurisdiction in which a MNE operates.
Also, the Company’s failure, or perceived failure, to meet the standards set forth in the Impact Report could negatively impact its reputation, employee retention, and the willingness of customers and suppliers to do business with the Company. The Company’s business operations could suffer significant losses from climate change, natural disasters, catastrophes, fire, pandemics or other unexpected events.
Also, the Company’s failure, or perceived failure, to meet the standards set forth in its annual impact report could negatively impact its reputation, employee retention, and the willingness of customers and suppliers to do business with the Company.
A significant or prolonged decline in residential or commercial remodeling or new construction activity could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.
A significant or prolonged decline in residential or commercial remodeling or new construction activity could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. The Company faces intense competition in the flooring industry that could decrease demand for the Company’s products or force it to lower prices.
A failure to identify suitable acquisition candidates or partners for strategic investments and to complete acquisitions could have a material adverse effect on the Company’s business. As part of the Company’s business strategy, the Company intends to pursue a wide array of potential strategic transactions, including acquisitions of complementary businesses, as well as strategic investments and joint ventures.
As part of the Company’s business strategy, the Company intends to pursue a wide array of potential strategic transactions, including acquisitions of complementary businesses, as well as strategic investments and joint ventures.
The extent of these costs and risks is difficult to predict and will depend, in large part, on the extent of final regulations and the ways in which those regulations are enforced. The applicable requirements under these laws are subject to amendment, to the imposition of new or additional requirements and to changing interpretations of agencies or courts.
The extent of these costs and risks is difficult to predict and will depend, in large part, on the extent of final regulations and the ways in which those regulations are enforced.
Many of the Company’s business activities involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations. These facilities could be materially damaged by natural disasters, such as floods, tornados, hurricanes and earthquakes, or by fire, pandemics or other unexpected events.
The Company’s business operations could suffer significant losses from climate change, natural disasters, catastrophes, fire, pandemics or other unexpected events. Many of the Company’s business activities involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations.
The failure to continue to develop alternative patents and revenues to replace expired or invalidated patents in the future could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. The Company’s inability to protect its intellectual property rights could have a material adverse effect on the Company’s business.
The failure to continue to develop and secure alternative patents and revenues to replace expired or invalidated patents in the future could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. The Company may experience certain risks associated with acquisitions, joint ventures and strategic investments.
If these laws or regulations impose significant operational restrictions and compliance requirements on the Company, they could increase costs associated with the Company’s operations, including costs for raw materials and 17 Table of Contents Index to Financial Statements transportation. Non-compliance with climate change treaties, regulations and disclosure requirements could also negatively impact the Company’s reputation.
If these laws or regulations impose significant operational restrictions and compliance requirements on the Company, they could increase costs associated with the Company’s operations, including costs for raw materials, energy and transportation.
If the Company is unable to access debt markets at competitive rates or in sufficient amounts due to 21 Table of Contents Index to Financial Statements credit rating downgrades, market volatility, market disruption, or weakness in the Company’s businesses, the Company’s ability to finance its operations or repay existing debt obligations may be materially and adversely affected.
Inability to access debt markets at competitive rates or in sufficient amounts, whether due to credit rating downgrades, market volatility, market disruption, or weakness in the Company’s businesses, could adversely and materially impact the Company’s ability to finance its operations or meet existing debt obligations.
The profit margins of certain of the Company’s businesses, particularly Flooring ROW, depend in part upon the Company’s ability to obtain, maintain and license proprietary technology used in the Company’s principal product families.
The profit margins of certain of the Company’s businesses, particularly Flooring ROW, depend in part upon the Company’s ability to obtain, maintain and license proprietary technology used in the Company’s principal product families. To protect and monetize these innovations, the Company has filed and continues to file patents covering a wide range of product features and associated manufacturing methods.
The Company cannot be certain that the Company’s products do not and will not infringe issued patents or other intellectual property rights of others. 19 Table of Contents Index to Financial Statements The Company might be required to pay substantial damages (including punitive damages and attorneys’ fees), discontinue the use and sale of infringing products, expend significant resources to develop non-infringing technology or obtain licenses authorizing the use of infringing technology.
The Company might be required to pay substantial damages (including punitive damages and attorneys’ fees), discontinue the use and sale of infringing products, expend significant resources to develop non-infringing technology or obtain licenses authorizing the use of infringing technology.
The Company could also face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of the Company’s operations on the environment. In addition, energy prices could increase as a result of climate change legislation or other environmental mandates.
The Company may also face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of the Company’s operations on the environment. In addition, non-compliance with climate change treaties, regulations and disclosure requirements could also negatively impact the Company’s reputation and result in penalties or enforcement actions.
Moreover, adverse publicity arising from claims made against the Company, even if the claims are not successful, could adversely affect the Company’s reputation or the reputation and sales of its products. The Company’s inability to maintain its patent licensing revenues could have a material adverse effect on the Company’s business.
Moreover, adverse publicity arising from claims made against the Company, even if the claims are not successful, could adversely affect the Company’s reputation and sales of its products. The Company may be unable to protect its intellectual property rights.
These systems may be subject to computer hacking, acts of vandalism or theft, malware, computer viruses or other malicious codes, phishing, employee error or malfeasance, catastrophes, unforeseen events or other cyber-attacks. Any significant compromise or breach of the Company’s information systems, whether external or internal, could result in significant costs, lost sales, fines, lawsuits and damage to the Company’s reputation.
These systems may be subject to computer hacking, acts of vandalism or theft, malware, computer viruses or other malicious codes, phishing, employee error or malfeasance, catastrophes, unforeseen events or other cyber-attacks.
Increased tariffs may increase the Company’s costs of goods sold and/or decrease consumer discretionary spending, which could have a material adverse effect on the Company’s business. The Company manufactures its products in 19 countries and sells its products in approximately 180 countries.
Any of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. Increased tariffs may increase the Company’s costs of goods sold and/or decrease consumer discretionary spending.
The use of the Company’s technology or similar technology by others could reduce or eliminate any competitive advantage the Company has developed and cause the Company to lose sales. The Company has obtained and applied for numerous U.S and foreign service marks and trademark registrations and will continue to evaluate the registration of additional service marks and trademarks, as appropriate.
The Company has obtained and applied for numerous U.S and foreign service marks and trademark registrations and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. The Company cannot guarantee that any of the Company’s pending or future applications will be granted by the applicable governmental authorities.
A downturn in the U.S. or global economies could impact the Company’s ability to obtain financing in the future, including any financing necessary to refinance existing indebtedness. Further, negative economic conditions may factor into the Company’s periodic credit ratings assessment by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services, LLC and Fitch, Inc.
Further, negative economic conditions may factor into the Company’s periodic credit ratings assessment by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services, LLC and Fitch, Inc.
The Company is exposed to currency exchange rate fluctuations. International sales have represented a significant percentage of the Company’s total sales, with approximately 45% of annual sales generated by international operations. The Company also maintains manufacturing facilities in 18 countries outside the U.S.
Fluctuations in currency exchange rates may impact the Company’s financial condition and results of operations and may affect the comparability of results between the Company’s financial periods. The Company is exposed to currency exchange rate fluctuations. International sales have represented a significant percentage of the Company’s total sales, with approximately 46% of annual sales generated by international operations.
The failure to attract, develop, motivate and retain key employees could negatively affect the Company’s competitive position and its business, financial condition, results of operations, and prospects. The Company may experience certain risks associated with acquisitions, joint ventures and strategic investments. The Company intends to grow its business through a combination of organic growth and acquisitions.
The failure to attract, develop, motivate and retain key employees could negatively affect the Company’s competitive position and its business, financial condition, results of operations, and prospects. The Company may be unable to maintain its patent licensing revenues.
Acquisitions may require the issuance of additional securities or the incurrence of additional indebtedness, which may dilute the ownership interests of existing security holders or impose higher interest costs on the Company. In addition, economic conditions may fluctuate in the various regions where newly acquired companies operate, which may present foreign exchange and operational risks to the Company.
In addition, economic conditions may fluctuate in the various regions and markets where newly acquired companies operate, which may present foreign exchange and operational risks to the Company.
In addition, the Company continues to expand internationally through acquisitions, construction of new manufacturing operations and investments in existing ones. Currently, Flooring ROW has significant operations in Australia, Brazil, Europe, Malaysia, New Zealand and Russia, Global Ceramic has significant operations in Brazil, Europe, Mexico and Russia, and Flooring NA maintains LVT and pad manufacturing operations in Mexico.
Currently, Flooring ROW has significant operations in Australia, Brazil, Europe, Malaysia, New Zealand and Russia, Global Ceramic has significant operations in Brazil, Europe, Mexico and Russia, and Flooring NA maintains LVT and carpet pad manufacturing operations in Mexico. The Company also sources raw materials and finished goods from multiple international locations.
The Company is subject to cybersecurity risks and expects to incur increasing costs in an effort to minimize those risks. 20 Table of Contents Index to Financial Statements The Company, both itself and through third-party business partners, employs information systems that allow for the secure storage and transmission of customers’, consumers’, vendors’, employees’ and its own sensitive and proprietary information.
The Company, both itself and through third-party service providers, employs information systems that allow for the secure storage and transmission of customers’, consumers’, vendors’, employees’ and its own sensitive and proprietary information.
Declines in market conditions, a trend of weaker than anticipated financial performance for the Company’s reporting units or declines in projected revenue, a decline in stock price for a sustained period of time or an increase in the market-based weighted average cost of capital (“WACC”), among other factors, are indicators that the carrying value of the Company’s goodwill or indefinite-lived intangible assets may not be recoverable.
Indicators for potential impairment include declines in market conditions, weaker-than-expected financial performance trends for the Company’s reporting units, declines in projected revenue, sustained decreases in stock price, or increases in the market-based weighted average cost of capital (“WACC”), among other factors.
The Company is subject to risks and uncertainties associated with doing business in emerging markets. The Company operates in emerging markets, including Brazil, eastern Europe, Malaysia, Mexico and Russia, and therefore has exposure to doing business in potentially unstable areas of the world.
The Company faces risks and uncertainties associated with doing business in emerging markets. The Company operates in emerging markets such as Brazil, eastern Europe, Malaysia, Mexico and Russia and is exposed to certain risks of doing business in potentially unstable regions. Compared to developed markets, these regions often present heightened operational, legal, economic and political risks.
Furthermore, despite the Company’s efforts, the Company may be unable to prevent competitors and/or third parties from using the Company’s technology without the Company’s authorization, independently developing technology that is similar to that of the Company or designing around the Company’s patents.
The failure to obtain trademark registrations in the U.S. and other jurisdictions could limit the Company’s ability to protect its trademarks and impede its marketing efforts in those jurisdictions. Despite the Company’s efforts, it may be unable to prevent competitors or other third parties from using its technology without authorization, independently developing similar technology or designing around the Company’s patents.
International Risks The Company manufactures, sources and sells many products internationally and is exposed to risks associated with doing business globally. The Company’s international activities are significant to its manufacturing capacity, revenues and profits. The Company generates approximately 45% of its annual sales in countries outside of the U.S.
These tariff actions, retaliatory measures, or other trade restrictions, could materially and adversely impact the Company’s business, financial condition, results of operations, and prospects. International Risks The Company manufactures, sources and sells many products internationally and is exposed to risks associated with doing business globally. The Company’s international activities are significant to its manufacturing capacity, revenues and profits.
The Company generally requires third parties with access to the Company’s trade secrets to agree to keep such information confidential.
Such unauthorized use or the development of comparable technologies could diminish or eliminate the Company’s competitive advantage and result in lost sales. The Company generally requires third parties with access to the Company’s trade secrets to agree to keep such information confidential.
Information Technology Risks The Company relies on information systems in managing the Company’s operations and any system failure or deficiency of such systems may have an adverse effect on the Company’s business. The Company’s businesses rely on its information systems, including its computer hardware, software and network, to obtain, process, analyze and manage data.
The Company’s businesses rely on its information systems, including its computer hardware, software and network, to obtain, process, analyze and manage data.
Any outstanding borrowings under the Company’s United States and European commercial paper programs also reduce availability under the Senior Credit Facility. Including commercial paper borrowings, the Company has utilized approximately $536 million under the Senior Credit Facility resulting in a total of $1,049 million available as of December 31, 2024.
Any outstanding borrowings under the Company’s United States and European commercial paper programs also reduce availability under the Senior Credit Facility.
Raising prices to account for any such increase in costs of goods may negatively impact the competitiveness, and in turn market share, of the Company’s products. If prices increase generally, consumer discretionary spending may decrease.
Tariffs have increased, and may continue to increase, the Company’s cost of goods sold on imported products, which has resulted, and could in the future result in, lower gross margins on certain products. Raising prices to account for any such increase in costs of goods may negatively impact the competitiveness, and in turn market share, of the Company’s products.
Any of the above could result in a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. Financial and Liquidity Risks Changes in the global economy could affect the Company’s overall availability and cost of credit.
Any of the above could result in a material adverse effect on the Company’s business, financial condition, results of operations, and prospects. The Company is subject to cybersecurity risks and expects to incur increasing costs in an effort to minimize those risks.
The Company may also encounter competition from competitors introducing new products or technologies that better meet customers’ needs, whether through pricing, sustainability, quality, versatility or other characteristics. In addition, some of the Company’s competitors are located outside of the major markets in which the Company participates, and these competitors may benefit from lower input costs or state subsidies.
The floor covering industry is highly competitive. The Company faces competition from a number of manufacturers and independent distributors. The Company may also encounter competition from competitors introducing new products or technologies that better meet customers’ needs, whether through pricing, sustainability, quality, versatility or other characteristics.
The framework includes an income inclusion rule (“IIR”) and an undertaxed payments rule (“UTPR”) that work together to ensure a minimum level of tax in each jurisdiction in which a MNE operates. Further, countries can enact their own qualified domestic minimum top up tax (“QDMTT”) in order to limit the application of an IIR or UTPR to their domestic income.
Further, countries can enact their own qualified domestic minimum top up tax (“QDMTT”) in order to limit the application of an IIR or UTPR to their domestic income. IIRs and QDMTTs were effective for the Company beginning in 2024 in some, but not all, of the jurisdictions in which the Company operates.
Cyclical economic downturns have caused, and could continue to cause, the industry to soften globally or in the local markets in which the Company operates.
In addition, the combination of high interest rates and inflation has negatively impacted mortgage affordability and increased the cost of home improvement projects, adversely affecting demand for the Company’s products. Cyclical economic downturns have caused, and could continue to cause, the industry to soften globally or in the local markets in which the Company operates.
Moreover, fluctuations in currency exchange rates and input costs may contribute to more attractive pricing for imports that compete with the Company’s products, which may put pressure on the Company’s pricing. Any of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.
Competitors may also engage in unfair trade practices such as dumping or market distortion through customs duties evasion. Moreover, fluctuations in currency exchange rates and input costs may contribute to more attractive pricing for imports that compete with the Company’s products, which may put pressure on the Company’s pricing.
Any issues that arise from the Company’s third-party business partners, including those resulting from disruptions in communication services provided by a business partner, regulatory restrictions, fines, orders or other regulatory action causing reputational harm, failure of a business partner to provide services for any reason or poor performance of services, could adversely affect the Company’s information systems and its ability to conduct its business.
Examples include, but are not limited to, the following: disruptions in communication services provided by a third-party service provider, breakdowns or failures of a third-party service provider’s information systems; security breaches or cyber-attacks on a third-party service provider; capacity constraints; regulatory restrictions, fines, orders or other regulatory action causing reputational harm; failure of a third-party service provider to provide services for any reason; or poor performance of information technology services.
Operations in emerging markets are subject to greater risk than more developed markets, including in some cases significant legal, economic and political risks. Market conditions and the political structures that support them are subject to rapid change in these economies, and the Company may not be able to react quickly enough to protect its assets and business operations.
Market conditions and supporting political structures can change rapidly, and the Company may not be able to react quickly enough to protect its assets and business operations.
Downturns in the U.S. and global economies negatively impact the floor covering industry and the Company’s business. The Company derives a majority of its sales from residential and commercial construction and remodeling. During times of economic uncertainty or decline, end consumers tend to spend less on remodeling their homes.
The Company derives a majority of its sales from residential and commercial construction and remodeling. During times of economic uncertainty or downturns, end consumers tend to reduce spending on home remodeling. Likewise, new home construction and the corresponding need for new flooring materials tends to slow during recessionary periods.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors. Governance The Company’s Audit Committee and Board of Directors provide ultimate oversight of the Company’s cybersecurity risk management.
Biggest changeFor more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations, or financial condition, please refer to Risk Factors in Part I, Item 1A of this Form 10-K. 24 Table of Contents Index to Financial Statements Governance The Company’s Audit Committee and Board of Directors provide ultimate oversight of the Company’s cybersecurity risk management.
The CISO maintains the certified information systems security professional certification and has more than 23 years of experience in cybersecurity. Under the direction of the CISO, the Company’s information technology department continuously analyzes cybersecurity risks to its business, considers industry trends and implements controls, as appropriate, to mitigate these risks.
The CISO maintains the certified information systems security professional certification and has more than 24 years of experience in cybersecurity. Under the direction of the CISO, the Company’s information technology department continuously analyzes cybersecurity risks to its business, considers industry trends and implements controls, as appropriate, to mitigate these risks.
This analysis drives the Company’s long- and short-term cybersecurity strategies, which are executed through a collaborative effort within the IT department and are communicated to the Board of Directors regularly. 24 Table of Contents Index to Financial Statements
This analysis drives the Company’s long- and short-term cybersecurity strategies, which are executed through a collaborative effort within the IT department and are communicated to the Board of Directors regularly. 25 Table of Contents Index to Financial Statements
The Company’s cybersecurity program interfaces with other functional areas within the Company, including but not limited to the Company’s business segments and information technology (“IT”), legal, risk management, human resources and internal audit departments, as well as external third-party partners, to identify and understand potential cybersecurity threats.
The Company’s cybersecurity program interfaces with other functional areas within the Company, including but not limited to the Company’s business segments and information technology (“IT”), legal, risk management, human resources and internal audit departments, as well as external third-party service providers, to identify and understand potential cybersecurity threats.
The Incident Response Plan serves as the charter for the Company’s Computer Security Incident Response Team (the “Incident Response Team”), which includes a strategic team comprised of executives from various cross-functional management teams, as well as a tactical team comprised of internal technical support roles and external third-party service providers.
The Incident Response Plan serves as the charter for the Company’s Computer Security Incident Response Team (the “Incident Response Team”), which includes a strategic team comprising executives from various cross-functional management teams, as well as a tactical team comprising internal technical support roles and external third-party service providers.
Item 1C. Cybersecurity Risk Management and Strategy The Company maintains robust and comprehensive policies, processes, procedures and controls to protect and secure its information systems and data infrastructure from cybersecurity threats. The Company’s cybersecurity program is led by its Senior Director of Cybersecurity, who functions as the chief information security officer (“CISO”).
Item 1C. Cybersecurity Risk Management and Strategy The Company maintains robust and comprehensive policies, processes, procedures and controls to protect and secure its information systems and data infrastructure from cybersecurity threats. The Company’s cybersecurity program is led by its Chief Information Security Officer (“CISO”).
The Audit Committee regularly reviews and discusses with management the policies, processes, procedures and controls pertaining to the management of the Company’s information technology operations, including cyber risks and 23 Table of Contents Index to Financial Statements cybersecurity.
The Audit Committee regularly reviews and discusses with management the policies, processes, procedures and controls pertaining to the management of the Company’s information technology operations, including cyber risks and cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties The Company owns and leases manufacturing and distribution facilities worldwide. The table below lists the primary owned and leased facilities as of December 31, 2024. The Company owns its corporate headquarters in Calhoun, Georgia. The Company also owns and operates service centers and stores in Canada, the U.S. and Russia, none of which are individually material.
Biggest changeItem 2. Properties The Company owns and leases manufacturing and distribution facilities worldwide. The table below lists the primary owned and leased facilities as of December 31, 2025. The Company owns its corporate headquarters in Calhoun, Georgia. The Company also owns and operates service centers and stores in Canada, the U.S. and Russia, none of which are individually material.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures T he 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 annual report on Form 10-K. 25 Table of Contents Index to Financial Statements PART II
Biggest changeItem 4. Mine Safety Disclosures T he 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 annual report on Form 10-K. 26 Table of Contents Index to Financial Statements PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod 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 September 29 through November 2, 2024 0.3 $ 132.91 0.3 $ 102.4 November 3 through November 30, 2024 0.1 $ 140.01 0.1 $ 81.7 December 1 through December 31, 2024 0.1 $ 131.66 0.1 $ 67.8 Total 0.5 $ 134.58 0.5
Biggest changePeriod 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 September 28 through November 1, 2025 — $ — — $ 459.9 November 2 through November 29, 2025 0.4 $ 107.20 0.4 $ 419.3 November 30 through December 31, 2025 — $ — — $ 419.3 Total 0.4 $ 107.20 0.4
No time limit was set for completion of repurchases under the 2022 Share Repurchase Program and the 2022 Share Repurchase Program may be suspended or discontinued at any time.
No time limit was set for completion of repurchases under the Share Repurchase Program and the Share Repurchase Program may be suspended or discontinued at any time.
Under the 2022 Share Repurchase Program, 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.
Under the Share Repurchase Programs, 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for the Common Stock The Company’s common stock, $0.01 par value per share (the “Common Stock”), is quoted on the New York Stock Exchange under the symbol “MHK”. As of February 17, 2025, there were 206 holders of record of Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for the Common Stock The Company’s common stock, $0.01 par value per share (the “Common Stock”), is quoted on the New York Stock Exchange under the symbol “MHK”. As of February 19, 2026, there were 196 holders of record of Common Stock.
Issuer Purchases of Equity Securities On February 10, 2022, the Company’s Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock (the “2022 Share Repurchase Program”). As of December 31, 2024, there remains $67.8 million authorized under the 2022 Share Repurchase Program.
Issuer Purchases of Equity Securities On July 24, 2025, the Company’s Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock (the “2025 Share Repurchase Program”).
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For the three months ended December 31, 2025, the Company purchased $40.7 million of its common stock under the 2025 Share Repurchase Program. As of December 31, 2025, there remained $419.3 million authorized under the 2025 Share Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of December 31, 2024, the Company had cash and cash equivalents of $666.6 million, of which $485.0 million was in the U.S. and $181.6 million was in other countries. 28 Table of Contents Index to Financial Statements Results of Operations For the Years Ended December 31, (In millions) 2024 2023 Statement of operations data: Net sales $ 10,836.9 100.0 % 11,135.1 100.0 % Cost of sales (1) 8,149.2 75.2 % 8,425.5 75.7 % Gross profit 2,687.7 24.8 % 2,709.6 24.3 % Selling, general and administrative expenses (2) 1,984.8 18.3 % 2,119.7 19.0 % Impairment of goodwill and indefinite-lived intangibles 8.2 0.1 % 877.7 7.9 % Operating income (loss) 694.7 6.4 % (287.8) (2.6) % Interest expense 48.5 0.4 % 77.5 0.7 % Other (income) expense, net (3) 0.2 0.0 % (10.8) (0.1) % Earnings (loss) before income taxes 646.0 6.0 % (354.5) (3.2) % Income tax expense (4) 128.2 1.2 % 84.9 0.8 % Net earnings (loss) including noncontrolling interests 517.8 4.8 % (439.4) (3.9) % Less: Net earnings attributable to noncontrolling interests 0.1 0.0 % 0.1 0.0 % Net earnings (loss) attributable to Mohawk Industries, Inc. $ 517.7 4.8 % (439.5) (3.9) % (1) Cost of sales includes: Restructuring, acquisition and integration-related charges and other costs $ 79.7 0.7 % 105.0 0.9 % Step up of acquisition inventory — 0.0 % 4.5 0.0 % Other charges 2.3 0.0 % — 0.0 % (2) Selling, general and administrative expenses include: Restructuring, acquisition and integration-related charges 14.4 0.1 % 27.2 0.2 % Reserves and fees for Legal settlements, 9.9 0.1 % 87.8 0.8 % Other charges 10.7 0.1 % — 0.0 % (3) Other (income) expense includes: Release of indemnification asset 1.8 0.0 % (3.0) — % Other charges — 0.0 % (2.9) 0.0 % (4) Income tax expense includes: Foreign tax regulation change 2.9 0.0 % (10.0) (0.1) % Reversal of uncertain position - Income taxes (1.8) 0.0 % 3.0 — % 29 Table of Contents Index to Financial Statements Year Ended December 31, 2024, as Compared with Year Ended December 31, 2023 Net sales Net sales for 2024 were $10,836.9 million compared to net sales of $11,135.1 million for 2023.
Biggest changeAs of December 31, 2025, the Company had cash and cash equivalents of $856.1 million, of which $485.3 million was in the U.S. and $370.8 million was in other countries. 29 Table of Contents Index to Financial Statements Results of Operations For the Years Ended December 31, (In millions) 2025 2024 2023 Statement of operations data: Net sales $ 10,785.4 100.0 % 10,836.9 100.0 % 11,135.1 100.0 % Cost of sales (1) 8,210.7 76.1 % 8,150.4 75.2 % 8,429.6 75.7 % Gross profit 2,574.7 23.9 % 2,686.5 24.8 % 2,705.5 24.3 % Selling, general and administrative expenses (2) 2,065.0 19.1 % 1,984.8 18.3 % 2,119.7 19.0 % Impairment of goodwill and indefinite-lived intangibles 19.9 0.2 % 8.2 0.1 % 877.7 7.9 % Operating income (loss) 489.8 4.5 % 693.5 6.4 % (291.9) (2.6) % Interest expense 17.8 0.2 % 48.5 0.4 % 77.5 0.7 % Other (income) expense, net (3) 3.3 0.0 % 2.0 0.0 % (5.4) 0.0 % Earnings (loss) before income taxes 468.7 4.3 % 643.0 5.9 % (364.0) (3.3) % Income tax expense (4) 98.8 0.9 % 128.2 1.2 % 84.9 0.8 % Net earnings (loss) including noncontrolling interests 369.9 3.4 % 514.8 4.8 % (448.9) (4.0) % Less: Net earnings attributable to noncontrolling interests — 0.0 % 0.1 0.0 % 0.1 0.0 % Net earnings (loss) attributable to Mohawk Industries, Inc. $ 369.9 3.4 % 514.7 4.7 % (449.0) (4.0) % (1) Cost of sales includes: Restructuring, acquisition and integration-related charges and other costs $ 141.7 1.3 % 79.7 0.7 % 105.0 0.9 % Step up of acquisition inventory — 0.0 % — 0.0 % 4.5 — % Other charges (11.3) (0.1) % 3.5 0.0 % 4.1 — % (2) Selling, general and administrative expenses include: Restructuring, acquisition and integration-related charges 11.6 0.1 % 14.4 0.1 % 27.2 0.2 % Reserves and fees for Legal settlements, 50.9 0.5 % 9.9 0.1 % 87.8 0.8 % Other charges 0.5 0.0 % 10.7 0.1 % — — % (3) Other (income) expense includes: Release of indemnification asset (0.7) 0.0 % 1.8 0.0 % (3.0) — % Other charges — 0.0 % 1.8 0.0 % 2.5 — % (4) Income tax expense includes: Foreign tax regulation change — 0.0 % 2.9 0.0 % (10.0) (0.1) % Reversal of uncertain position - Income taxes 0.7 0.0 % (1.8) 0.0 % 3.0 0.0 % 30 Table of Contents Index to Financial Statements Year Ended December 31, 2025, as Compared with Year Ended December 31, 2024 Net sales Net sales for 2025 were $10,785.4 million compared to net sales of $10,836.9 million for 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the Company’s financial condition and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the Company’s financial condition and results of operations from management's perspective should be read in conjunction with the Consolidated Financial Statements and related Notes included in this report.
(2) For fixed-rate debt, the Company calculated interest based on the applicable rates and payment dates. For variable-rate debt, the Company estimated average outstanding balances for the respective periods and applied interest rates in effect as of December 31, 2024 to these balances. (3) Includes volume commitments, primarily for raw material purchases.
(2) For fixed-rate debt, the Company calculated interest based on the applicable rates and payment dates. For variable-rate debt, the Company estimated average outstanding balances for the respective periods and applied interest rates in effect as of December 31, 2025 to these balances. (3) Includes volume commitments, primarily for raw material purchases.
The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and assumptions using the discounted cash flows under the income approach classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy approaches.
The goodwill impairment tests are based on determining the fair value of the specified reporting units relying on management judgments and assumptions using the discounted cash flows under the income approach classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy.
The impact of prior or future acquisitions on the Company’s financial position or results of operations may be materially impacted by the change in or initial selection 33 Table of Contents Index to Financial Statements of assumptions and estimates.
The impact of prior or future acquisitions on the Company’s financial position or results of operations may be materially impacted by the change in or initial selection 36 Table of Contents Index to Financial Statements of assumptions and estimates.
The broader consequences of current ongoing military conflicts, which may include further economic sanctions, embargoes, regional instability, and geopolitical shifts; potential retaliatory actions, including nationalization of foreign-owned businesses; increased tensions between the U.S. and countries in which the Company operates; and the extent of the conflict’s effect on the Company’s business and results of operations, as well as the global economy, cannot be predicted.
The broader consequences of current ongoing military conflicts, which may include further economic sanctions, embargoes, regional instability, and geopolitical shifts; potential retaliatory actions, including nationalization of foreign-owned businesses; increased tensions between the United States and countries in which the Company operates; and the extent of the conflict’s effect on the Company’s business and results of operations, as well as the global economy, cannot be predicted.
The Company believes it is well positioned with a strong balance sheet. Based on its current liquidity and available credit, the Company is in a position to finance internal investments, acquisitions and/or additional stock purchases and pay current debt as it becomes due.
Liquidity and Capital Expenditures Overview The Company believes it is well positioned with a strong balance sheet. Based on its current liquidity and available credit, the Company is in a position to finance internal investments, acquisitions and/or additional stock purchases and pay current debt as it becomes due.
Quarterly net sales and the percentage changes in net sales by quarter for 2024 versus 2023 were as follows (dollars in millions): 2024 2023 Change First quarter $ 2,679.4 2,806.2 (4.5) % Second quarter 2,801.3 2,950.4 (5.1) % Third quarter 2,719.0 2,766.2 (1.7) % Fourth quarter 2,637.2 2,612.3 1.0 % Full year $ 10,836.9 11,135.1 (2.7) % Gross profit Gross profit for 2024 was $2,687.7 million compared to gross profit of $2,709.6 million for 2023.
Quarterly net sales and the percentage changes in net sales by quarter for 2024 versus 2023 were as follows (dollars in millions): 2024 2023 Change First quarter $ 2,679.4 2,806.2 (4.5) % Second quarter 2,801.3 2,950.4 (5.1) % Third quarter 2,719.0 2,766.2 (1.7) % Fourth quarter 2,637.2 2,612.3 1.0 % Full year $ 10,836.9 11,135.1 (2.7) % Gross profit Gross profit for 2024 was $2,686.5 million compared to gross profit of $2,705.5 million for 2023.
Interest expense Interest expense was $48.5 million for 2024 compared to interest expense of $77.5 million for 2023. The change was primarily attributable to strong cash flow and the resulting lower debt level. Other income and expense, net Other expense was $0.2 million for 2024 compared to other income of $10.8 million for 2023.
Interest expense Interest expense was $48.5 million for 2024 compared to interest expense of $77.5 million for 2023. The change was primarily attributable to strong cash flow and the resulting lower debt level. Other income and expense, net Other expense was $2.0 million for 2024 compared to other income of $5.4 million for 2023.
The projected benefit obligation liability has not been presented in the table above due to uncertainty as to amounts and timing regarding future payments. (5) Excludes $84.9 of non-current accrued income tax liabilities and related interest and penalties for uncertain tax positions.
The projected benefit obligation liability has not been presented in the table above due to uncertainty as to amounts and timing regarding future payments. (5) Excludes $105.8 of non-current accrued income tax liabilities and related interest and penalties for uncertain tax positions.
The Company’s capital needs are met primarily through a combination of internally generated funds, commercial paper, bank credit lines, term and senior notes and credit terms from suppliers. As of December 31, 2024, the Company had a total of $1,048.8 million available under its Senior Credit Facility.
The Company’s capital needs are met primarily through a combination of internally generated funds, commercial paper, bank credit lines, term and senior notes and credit terms from suppliers. As of December 31, 2025, the Company had a total of $1,317.5 million available under its Senior Credit Facility.
For information on risk that could impact the Company’s results, please refer to Risk Factors in Part I, Item 1A of this Form 10-K. In 2024, the Company invested approximately $450 million focused on completing capacity expansion projects and targeted initiatives that will drive cost reduction while improving operational performance.
For information on risk that could impact the Company’s results, please refer to Risk Factors-Financial and Liquidity Risks in Part I, Item 1A of this Form 10-K. In 2025, the Company invested approximately $440 million focused on completing capacity expansion projects and targeted initiatives that will drive cost reduction while improving operational performance.
For further information regarding the Company’s valuation allowances, see Note 14, Income Taxes, included in Part II, Item 8 of this Form 10-K. 34 Table of Contents Index to Financial Statements In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax positions.
For further information regarding the Company’s valuation allowances, see Note 14, Income Taxes, included in Part II, Item 8 of this Form 10-K. In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax positions.
The Company believes that its cash and cash equivalents, cash generated from operations and availability under its Senior Credit Facility will be sufficient to meet its planned capital expenditures, working capital investments and debt servicing requirements over the next twelve months.
The Company plans to permanently reinvest the cash held outside the U.S. The Company believes that its cash and cash equivalents, cash generated from operations, and availability under its Senior Credit Facility will be sufficient to meet its planned capital expenditures, working capital investments and debt servicing requirements over the next twelve months.
Income tax expense For 2024, the Company recorded income tax expense of $128.2 million on income before income taxes of $646.0 million for an effective tax rate of 19.8%, as compared to an income tax expense of $84.9 million on loss before income taxes of $354.5 million, resulting in an effective tax rate of (23.9)% for 2023.
Income tax expense For 2024, the Company recorded income tax expense of $128.2 million on income before income taxes of $643.0 million for an effective tax rate of 19.9%, as compared to an income tax expense of $84.9 million on loss before income taxes of $364.0 million, resulting in an effective tax rate of (23.3)% for 2023.
Because periods of economic downturn can affect the seasonality of each segment, sales for any one quarter are not necessarily indicative of the sales that may be achieved for any other quarter or for the full year. 35 Table of Contents Index to Financial Statements
Because periods of economic downturn can affect the seasonality of each segment, sales for any one quarter are not necessarily indicative of the sales that may be achieved for any other quarter or for the full year.
See Note 7, Goodwill and Other Intangible Assets , of the notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for further discussion of the Company’s impairment charges. 30 Table of Contents Index to Financial Statements Operating income (loss) Operating income for 2024 was $694.7 million compared to operating loss of $287.8 million for 2023.
See Note 7, Goodwill and Other Intangible Assets , of the notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for further discussion of the Company’s impairment charges. Operating income (loss) Operating income for 2025 was $489.8 million compared to operating income of $693.5 million for 2024.
Net cash provided by operating activities for the year ended 2024 was $1,133.9 million, compared to net cash provided by operating activities of $1,329.2 million for the year ended 2023.
Net cash provided by operating activities for the year ended December 31, 2025 was $1,056.2 million, compared to net cash provided by operating activities of $1,133.9 million for the year ended December 31, 2024.
(4) Includes the estimated pension contributions for 2025 only, as the Company is unable to estimate the pension contributions beyond 2025. The Company’s projected benefit obligation and plan assets as of December 31, 2024 were $81.4 and $75.5, respectively.
(4) Includes the estimated pension contributions for 2026 only, as the Company is unable to estimate the pension contributions beyond 2026. The Company’s projected benefit obligation and plan assets as of December 31, 2025, were $93.3 and $88.0, respectively.
In 2025, the Company plans to invest approximately $520 million focused on completing capacity expansion projects and targeted initiatives that will drive cost reduction while improving operational performance. Net earnings attributable to the Company were $517.7 million for 2024 compared to a net loss of $439.5 million for 2023.
In 2026, the Company plans to invest approximately $480 million focused on completing capacity expansion projects and targeted initiatives that will drive cost reduction while improving operational performance. Net earnings attributable to the Company were $369.9 million for 2025 compared to net earnings of $514.7 million for 2024.
The change was primarily attributable to the change in inventory and accounts receivable, partially offset by the change in accounts payable and higher net earnings. 31 Table of Contents Index to Financial Statements Net cash used in investing activities for the year ended 2024 was $454.4 million compared to net cash used in investing activities of $970.3 million for the year ended 2023.
The change was primarily attributable to lower net earnings; the change in deferred income taxes, partially offset by the change in inventory; higher restructuring, and the change in accounts receivable. 34 Table of Contents Index to Financial Statements Net cash used in investing activities for the year ended December 31, 2025 was $441.9 million compared to net cash used in investing activities of $454.4 million for the year ended December 31, 2024.
Seasonality The Company is a calendar year-end company. Global Ceramic and Flooring NA typically have higher net sales in the second and third quarters. Flooring ROW typically has higher net sales in the first and second quarters.
Global Ceramic and Flooring NA typically have higher net sales in the second and third quarters. Flooring ROW typically has higher net sales in the first and second quarters.
Net cash used in financing activities for the year ended 2024 was $629.5 million compared to net cash used in financing activities of $210.6 million for the year ended 2023.
Net cash used in financing activities for the year ended December 31, 2025 was $470.0 million compared to net cash used in financing activities of $629.5 million for the year ended December 31, 2024.
Based on its annual sales, the Company believes it is the world’s largest flooring manufacturer. A majority of the Company’s long-lived assets are located in the U.S. and Europe, which are also the Company’s primary markets. Additionally, the Company maintains operations in Australia, Brazil, Malaysia, Mexico, New Zealand, Russia and other parts of the world.
A majority of the Company’s long-lived assets are located in the United States and Europe, which are also the Company’s primary markets. Additionally, the Company maintains operations in Australia, Brazil, Malaysia, Mexico, New Zealand, Russia and other parts of the world.
See Note 2, Acquisitions , included in Part II, Item 8 of this Form 10-K for further discussion of business combination accounting valuation methodology and assumptions. • Goodwill and other intangibles. The Company performs its annual testing of goodwill and indefinite-lived intangibles on the first day of the fourth quarter of each year.
See Note 2, Acquisitions , included in Part II, Item 8 of this Form 10-K for further discussion of business combination accounting valuation methodology and assumptions. • Goodwill and other intangibles.
Flooring NA —Operating income was $238.5 million for 2024 compared to operating loss of $57.2 million for 2023.
Flooring NA —Operating income was $237.3 million for 2024 compared to operating loss of $61.3 million for 2023.
The amount involved may be material. 32 Table of Contents Index to Financial Statements Contractual Obligations and Commitments The following is a summary of the Company’s future minimum payments under contractual obligations and commitments as of December 31, 2024 (in millions): Contractual Obligations and Commitments: Total 2025 2026 2027 2028 2029 Thereafter Long-term debt, including current maturities (1) $ 2,245.3 559.4 19.2 536.4 612.4 8.0 509.9 Interest payments on long-term debt and finance leases (2) 300.9 89.9 64.6 63.9 54.2 18.7 9.6 Operating leases 441.4 134.2 113.4 81.5 55.2 26.8 30.3 Purchase commitments (3) 283.6 170.5 26.0 23.1 16.3 15.8 31.9 Expected pension contributions (4) 3.9 3.9 — — — — — Uncertain tax positions (5) 29.5 29.5 — — — — — Guarantees (6) 88.0 88.0 — — — — — Total $ 3,392.6 1,075.4 223.2 704.9 738.1 69.3 581.7 (1) Debt maturity table excludes deferred loan costs.
The amount involved may be material. 35 Table of Contents Index to Financial Statements Contractual Obligations and Commitments The following is a summary of the Company’s future minimum payments under contractual obligations and commitments as of December 31, 2025 (in millions): Contractual Obligations and Commitments: Total 2026 2027 2028 2029 2030 Thereafter Long-term debt, including current maturities (1) $ 2,036.8 289.3 607.3 615.8 10.3 505.5 8.6 Interest payments on long-term debt and finance leases (2) 223.3 74.8 65.4 54.5 18.8 9.4 0.4 Operating leases 485.8 151.7 117.9 85.1 49.3 32.8 48.9 Purchase commitments (3) 247.8 172.3 35.5 19.8 6.8 6.7 6.7 Expected pension contributions (4) 4.3 4.3 — — — — — Uncertain tax positions (5) 20.6 20.6 — — — — — Guarantees (6) 92.3 92.3 — — — — — Total $ 3,110.9 805.3 826.1 775.2 85.2 554.4 64.6 (1) Debt maturity table excludes deferred loan costs.
The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgements and assumptions about appropriate sales growth rates, operating margins, WACC and comparable company market multiples.
Indefinite-lived intangibles are recorded and tested for impairment at the asset level. The valuation approaches are subject to key judgments and assumptions that are sensitive to change, such as judgments and assumptions about appropriate sales growth rates, operating margins, Weighted Average Cost of Capital (“WACC”), capital expenditures and comparable company market multiples.
The change was primarily attributable to higher payments of term loan facility of $912.3 million, lower proceeds from Senior Notes of $600.0 million, higher share repurchase of $162.8 million and lower proceeds from Senior Credit Facility of $124.1 million (net of payments), partially offset by the higher proceeds from commercial paper of $1,360.9 million (net of payments).
The change was primarily attributable to prior year payments of term loan facility of $912.3 million; higher net proceeds from the Senior Credit Facility of $65.4 million, partially offset by the lower net proceeds from commercial paper of $821.1 million (year to date net repayment of $283.7 million in 2025 as compared to net proceeds of $537.3 million in 2024) and higher share repurchase of $13.0 million.
The Company has identified Global Ceramic, Flooring NA and Flooring ROW as its reporting units for the purposes of allocating and testing for impairment. Indefinite-lived intangibles are recorded and tested for impairment at the asset level.
The Company has identified Global Ceramic, Flooring NA and Flooring ROW as its reporting units for the purposes of allocating and testing for impairment. The Company completed quantitative goodwill impairment tests for the Flooring NA and Flooring ROW reporting units in 2025.
On February 10, 2022, the Company’s Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock (the “2022 Share Repurchase Program”). As of December 31, 2024, there remains $67.8 million authorized under the 2022 Share Repurchase Program.
On July 24, 2025, the Company’s Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock (the “2025 Share Repurchase Program”).
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.
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.
The Company is a leading provider of flooring for residential and commercial markets and has earned significant recognition for its innovation in design and performance as well as sustainability.
The Company is a leading provider of flooring for residential and commercial markets and has earned significant recognition for its innovation in design and performance as well as sustainable business practices. Macroeconomic Conditions While commercial demand remained stable through 2025, continued softness in U.S. housing turnover and sluggish new home construction negatively affected the Company's volumes.
References to “Mohawk,” “the Company,” “we,” “our” and “us” refer to Mohawk Industries, Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires. Overview Mohawk is a significant supplier of every major flooring category with manufacturing operations in 19 nations and sales in approximately 180 countries.
For additional information, see Note 18, Immaterial Correction of Prior Period Financial Statements of the Notes to the Consolidated Financial Statements included in this report. References to “Mohawk,” “the Company,” “we,” “our” and “us” refer to Mohawk Industries, Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.
The Company compared the estimated fair values of its indefinite-lived intangibles to their carrying values and determined that there were impairment charges of $8.2 million ($6.3 million net of tax) in Global Ceramic Segment during the fourth quarter of 2024 and $7.0 million ($5.2 million net of tax) in all 3 reporting units during the third quarter of 2023.
During the fourth quarter of 2024 and 2025, the Company compared the estimated fair values of its indefinite-lived intangible to their carrying values and determined that there was an impairment charge in Global Ceramic in 2024 and Flooring Rest of the 31 Table of Contents Index to Financial Statements World in 2025.
In addition, a prolonged and more expansive conflict in the Middle East region could escalate oil and petroleum-based chemical prices as well as lead to the introduction of sanctions or transportation barriers, though the extent of the impact on the Company’s business and results of operations, as well as the global economy, cannot be predicted.
In addition, escalation of conflict in the Middle East region and elsewhere could result in supply chain disruptions, higher energy and raw material prices, decreased consumer demand for the Company’s products and increased transportation barriers, though the extent of the impact on the Company’s business, financial condition, results of operations, and prospects cannot be predicted.
The change was primarily attributable to lower impairment charges; lower input costs; productivity gains; lower legal settlements, reserves and fees, partially offset by the unfavorable net impact of price and product mix. For the year ended December 31, 2024, the Company generated $1,133.9 million of cash from operating activities.
The change was primarily attributable to the favorable net impact of price and product mix of approximately $125 million and the favorable net impact of foreign exchange rates of approximately $50 million, partially offset by lower sales volume of approximately $83 million and fewer shipping days for the twelve months ended December 31, 2025, of approximately $27 million.
The discussion in this Form 10-K includes a comparison of fiscal 2024 to fiscal 2023. A similar discussion and analysis that compares fiscal 2023 to fiscal 2022 may be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
The discussion in this Form 10-K includes a comparison of fiscal 2025 to fiscal 2024. This section also discusses fiscal 2024 and fiscal 2023 results, as the Company revised certain fiscal 2024 and fiscal 2023 items to correct for a misstatement in its financial statements discovered during the fourth quarter of fiscal 2025.
Removed
During 2022 and 2023, the Company implemented a number of restructuring actions, productivity initiatives and manufacturing enhancements focused on reducing costs to enhance future performance, including certain facility, asset and product rationalizations and workforce reductions. The Company anticipates that when completed these projects will deliver annual savings of approximately $145 million, with an estimated cost of approximately $215 million.
Added
The revisions ensure comparability across all periods reflected herein.
Removed
In 2024, the Company announced further restructuring actions, including additional facility, assets and product rationalizations and workforce reductions to further reduce costs and improve the business for the future. The Company anticipates that when completed these projects will deliver annual savings of approximately $140 million, with an estimated cost of approximately $140 million.
Added
In the aggregate, the correction of these errors impacted the 2023 and 2024 statement of operations by $9.5 million ($4.1 million was recorded to cost of sales and $5.4 million to other (income) and expense, net) and $3.0 million ($1.2 million was recorded to cost of sales and $1.8 million to other (income) and expense, net), respectively, and adjusted the retained earnings balance for the year ended December 31, 2022, by $29.6 million.
Removed
Execution timelines will vary by project, with some savings extending into 2026. The Company derives a majority of its sales from residential and commercial construction and remodeling. Residential remodeling is the primary sales driver of flooring products and historically most flooring is replaced before a home is listed for sale or just after a home purchase is completed.
Added
Business Summary Mohawk is a significant supplier of every major flooring category with manufacturing operations in 19 countries and sales in approximately 180 countries. Based on its annual sales, the Company believes it is the world’s largest flooring manufacturer.
Removed
The combination of high interest rates and inflation has made mortgages less affordable and has increased the cost of home improvement projects, impacting the demand for the Company’s products. Although the U.S. Federal Reserve and the European Central Bank cut interest rates in 2024, home mortgage rates remain elevated globally, “locking in” current homeowners and suppressing housing turnover rates.
Added
Weak consumer confidence also contributed to deferred spending on major discretionary projects, including home renovation activities. Housing turnover in the Company's major regions remained near historically low levels, driven by affordability challenges and broader economic uncertainty. In the U.S., existing home sales for 2025 were flat compared to the prior year, although December sales improved year‑over‑year.
Removed
Persistent inflation continues to hinder consumer discretionary spending, causing consumers to postpone large purchases of durable goods such as flooring.
Added
U.S. mortgage rates have recently declined to their lowest levels since autumn 2022; likewise, interest rates in Europe have declined to their lowest levels since autumn 2022. The Company believes these conditions, along with elevated consumer savings, lower inflation and stable employment, may support greater participation in the housing market as consumer confidence improves.
Removed
In addition, declining costs in energy and raw materials, coupled with lower industry volumes, have continued to exert pressure on selling prices, although energy prices in certain geographies and materials prices in some product categories remain volatile and may change significantly and unpredictably.
Added
However, the ongoing impact of soft demand, inflationary pressures and elevated interest rates to the Company’s business, financial condition, results of operations, and prospects cannot be determined at this time.
Removed
The Company has, to some extent, offset the impact of a soft housing market and decreased renovation activity through cost containment, productivity and lower input costs, including through the restructuring actions discussed above. Due to low housing availability, aging stock and greater household formation, the Company believes demand in its markets will accelerate when interest rates decline.
Added
In response to the challenging market conditions described above, the Company undertook a series of actions throughout 2025 designed to support sales performance and improve product mix in softer demand environments. These actions included the introduction of innovative products, targeted marketing initiatives, and promotional programs intended to stimulate activity in both residential and commercial channels.
Removed
Due to its global footprint, Mohawk’s business is sensitive to geopolitical conflict, including the Russia-Ukraine conflict and the ongoing conflicts in the Middle East.
Added
The Company's premium product launches provided differentiated design and performance attributes aimed at encouraging remodeling activity. In addition, the introduction of new commercial collections contributed to increased traction in new construction and commercial remodeling projects. The Company also implemented a number of restructuring actions and operational improvements intended to reduce its cost structure and enhance long‑term competitiveness.
Removed
Since the first quarter of 2022, the Company has suspended new investments in Russia in response to ongoing Russian military actions in Ukraine, and the U.S., the European Union and other governments have imposed and broadened sanctions on Russia as well as on certain individuals and financial institutions.
Added
Recent initiatives to streamline overhead and exit higher‑cost assets are expected to generate approximately $30 million in annual savings upon completion. Cumulatively, restructuring actions initiated since 2022 are expected to deliver annualized benefits of approximately $365 million.
Removed
Increased restrictions on global trade, including an increase in U.S. tariffs and any countermeasures to these increases, could result in, among other things, increased input costs, volatility in foreign exchange rates and financial markets, supply chain disruptions, and decreased consumer discretionary spending, any of which may adversely affect the Company’s business and supply chain.
Added
Given the lack of improvement in the Company's end markets during 2025, the Company reduced capital expenditures to $440 million, representing a decline of approximately 30% compared with its depreciation levels. The Company believes these actions reflect its disciplined approach to capital allocation in the current environment.
Removed
While the Company has had success sourcing alternate suppliers of raw materials to counteract supply chain 27 Table of Contents Index to Financial Statements disruptions, the Company may be negatively impacted by additional supply chain disruption in the future caused by further escalation of geopolitical conflict and increases in global trade restrictions.
Added
The Company remains focused on effectively managing near‑term market conditions, pursuing profitable growth opportunities, and positioning the Company to benefit when housing activity recovers. Tariffs Update The Company continues to actively monitor trade policy and tariff announcements, including various executive orders issued by the current U.S. presidential administration.
Removed
The change was primarily attributable to the decrease in acquisition costs of $515.4 million and the decrease in capital expenditures of $158.5 million, partially offset by the decrease in the redemptions of short-term investments of $158.0 million (net of purchases of short-term investments).
Added
The Company has taken steps to mitigate the implemented tariffs through managing inventory of sourced products, adjusting prices as the tariff trade policy evolves and optimizing its supply chain. The Company continues to monitor changing tariff levels and adjust its strategies to mitigate their impact as trade policy evolves.
Removed
As of December 31, 2024, the Company had cash of $666.6 million, of which $181.6 million was held outside the U.S. The Company plans to permanently reinvest the cash held outside the U.S.
Added
These tariff actions, retaliatory measures, or other trade restrictions could materially and adversely impact the Company’s 28 Table of Contents Index to Financial Statements business, financial condition, results of operations, and prospects.
Removed
Between annual testing dates, the Company monitors factors such as its market capitalization, comparable company market multiples and macroeconomic conditions to identify conditions that could impact the Company’s assumptions used in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an impairment.
Added
For more information, please refer to Risk Factors, “Increased tariffs may increase the Company’s costs of goods sold and/or decrease consumer discretionary spending” in Part I, Item 1A of this Form 10-K. Geopolitical Conflict Due to its global footprint, Mohawk’s business is sensitive to geopolitical conflict.
Removed
As a result of a decrease in the Company’s market capitalization, macroeconomic conditions and an increase in the WACC, the Company determined that a triggering event occurred requiring goodwill impairment testing for each of its reporting units as of September 30, 2023.
Added
The Company maintains operations in Russia through its Global Ceramic and Flooring ROW reporting segments. The Company continues to face legal, regulatory, financial, operational and reputational risks due to its Russian operations.
Removed
The impairment tests indicated pre-tax, non-cash goodwill impairment charges related to all 3 reporting units of $870.8 million ($859.7 million net of tax) which the Company recorded during 2023.
Added
For more information, please refer to Risk Factors , " The Company faces risks and uncertainties related to its operations in Russia " in Part I, Item 1A of this Form 10-K.
Removed
A significant or prolonged deterioration in economic conditions, continued increases in the costs of raw materials and energy combined with an inability to pass these costs on to customers, a further decline in the Company’s market capitalization or comparable company market multiples, projected future cash flows, or increases in the WACC, could impact the Company’s assumptions and require a reassessment of goodwill or indefinite-lived intangible assets for impairment in future periods.
Added
The change was primarily attributable to higher input costs; higher restructuring, acquisition and integration-related, and other costs; lower sales volume; the unfavorable impact of temporary plant shutdowns and the impact of the Flooring North America order management system conversion, partially offset by productivity gains.
Removed
Future declines in estimated after tax cash flows, increases in the WACC or a decline in market capitalization could result in an additional indication of impairment in one or more of the Company’s reporting units. • Long-lived assets .
Added
For the year ended December 31, 2025, the Company generated $1,056.2 million of cash from operating activities.
Added
The change was primarily attributable to lower sales volume of approximately $184 million; fewer shipping days for the twelve months ended December 31, 2025, of approximately $53 million and the impact of the order management system conversion of approximately $50 million, partially offset by the favorable net impact of foreign exchange rates of approximately $141 million and the favorable net impact of price and product mix of approximately $100 million.
Added
Global Ceramic —Net sales for 2025 were $4,289.4 million compared to net sales of $4,226.6 million for 2024.
Added
Flooring NA —Net sales for 2025 were $3,638.5 million compared to net sales of $3,769.9 million for 2024. The change was primarily attributable to lower sales volume of approximately $109 million and the impact of the order management system conversion of approximately $50 million, partially offset by the favorable net impact of price and product mix of approximately $43 million.
Added
Flooring ROW —Net sales for 2025 were $2,857.5 million compared to net sales of $2,840.4 million for 2024. The change was primarily attributable to the favorable net impact of foreign exchange rates of approximately $90 million, partially offset by the unfavorable net impact of price and product mix of approximately $68 million.
Added
Quarterly net sales and the percentage changes in net sales by quarter for 2025 versus 2024 were as follows (dollars in millions): 2025 2024 Change First quarter $ 2,525.8 2,679.4 (5.7) % Second quarter 2,802.1 2,801.3 — % Third quarter 2,757.9 2,719.0 1.4 % Fourth quarter 2,699.6 2,637.2 2.4 % Full year $ 10,785.4 10,836.9 (0.5) % Gross profit Gross profit for 2025 was $2,574.7 million compared to gross profit of $2,686.5 million for 2024.
Added
The change was primarily attributable to higher input costs of approximately $135 million; lower sales volume of approximately $72 million; the unfavorable impact of temporary plant shutdowns of approximately $52 million; higher restructuring, acquisition and integration-related, and other costs of approximately $47 million and the impact of the order management system conversion of approximately $26 million, partially offset by productivity gains of approximately $188 million and the favorable net impact of foreign exchange rates of approximately $48 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed6 unchanged
Biggest changeThe Company did not have any derivative contracts outstanding as of December 31, 2024 and 2023. Interest Rate Risk As of December 31, 2024, approximately 76% of the Company’s debt portfolio was comprised of fixed-rate debt and 24% was variable-rate debt.
Biggest changeThe Company did not have any derivative contracts outstanding as of December 31, 2025, and 2024. Interest Rate Risk As of December 31, 2025, approximately 87% of the Company’s debt portfolio was comprised of fixed-rate debt and 13% was variable-rate debt.
Actual results will differ as foreign currencies may move in uniform or different directions and in different magnitudes. 36 Table of Contents Index to Financial Statements
Actual results will differ as foreign currencies may move in uniform or different directions and in different magnitudes. 39 Table of Contents Index to Financial Statements
The Company believes that probable near-term changes in interest rates would not materially affect its financial condition, results of operations or cash flows. The annual impact on interest expense of a one-percentage point interest rate change on the outstanding balance of the Company’s variable-rate debt as of December 31, 2024 would be approximately $5 million.
The Company believes that probable near-term changes in interest rates would not materially affect its financial condition, results of operations or cash flows. The annual impact on interest expense of a one-percentage point interest rate change on the outstanding balance of the Company’s variable-rate debt as of December 31, 2025, would be approximately $3 million.
Based on financial results for the year ended December 31, 2024, a hypothetical overall 10 percent change in the U.S. dollar against all foreign currencies would have resulted in a translational adjustment of approximately $39 million. The effect of a uniform movement of all currencies by 10% is provided to illustrate a hypothetical scenario and related effect on operating income.
Based on financial results for the year ended December 31, 2025, a hypothetical overall 10 % change in the U.S. dollar against all foreign currencies would have resulted in a translational adjustment of approximately $38 million. The effect of a uniform movement of all currencies by 10% is provided to illustrate a hypothetical scenario and related effect on operating income.

Other MHK 10-K year-over-year comparisons