Item 1.01. Entry into a Material Definitive Agreement.

On June 12, 2020, Mohawk Capital Finance S.A. ("Mohawk Finance"), an indirect wholly-owned subsidiary of Mohawk Industries, Inc. (the "Company") that provides financing for the Company through the issuance of debt securities, completed a public offering of €500,000,000 aggregate principal amount of its 1.750% Senior Notes due 2027 (the "Notes"). The offering of the Notes was made pursuant to the Company's and Mohawk Finance's shelf registration statement on Form S-3 (File No. 333-238010) filed with the Securities and Exchange Commission on May 5, 2020, a preliminary prospectus supplement, dated June 9, 2020, and a prospectus supplement, dated June 9, 2020, related to the offering of the Notes, each as filed with the Securities and Exchange Commission.

The Notes are senior unsecured obligations of Mohawk Finance and will rank equally in right of payment with all of Mohawk Finance's other existing and future senior unsecured indebtedness. The Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis (the "Guarantee" and, together with the Notes, the "Securities").

In connection with the offering of the Notes, Mohawk Finance and the Company entered into an Underwriting Agreement, dated June 9, 2020 (the "Underwriting Agreement"), between Mohawk Finance, the Company, BNP Paribas, J.P. Morgan Securities plc, Merrill Lynch International, Mizuho International plc, PNC Capital Markets LLC, Wells Fargo Securities, LLC, UniCredit Bank AG, Barclays Bank PLC, U.S. Bancorp Investments, Inc., Suntrust Robinson Humphrey, Inc., Goldman Sachs & Co. LLC, and KBC Bank NV (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, Mohawk Finance agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and Mohawk Finance, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.

The Securities were issued pursuant to an Indenture dated as of September 11, 2017 among Mohawk Finance, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee (the "Trustee") (the "Base Indenture"), as supplemented by a Fourth Supplemental Indenture dated as of June 12, 2020 among Mohawk Finance, as issuer, the Company, as the parent guarantor, the Trustee, as trustee, registrar and transfer agent, and Elavon Financial Services DAC, as paying agent (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture").

The Notes will bear interest at a rate of 1.750% per annum until the principal amount is paid or made available for payment. Interest on the Notes is payable annually in arrears on June 12 of each year, commencing on June 12, 2021, and the Notes mature on June 12, 2027.

Mohawk Finance may redeem some or all of the Notes, at its option, at any time and from time to time on the terms set forth in the Indenture. Mohawk Finance may also redeem the Notes in whole, but not in part, at its option, in the event of certain developments affecting the United States, Luxembourg or other applicable taxing jurisdiction on the terms set forth in the Indenture. Additionally, the holders of the Notes have the right to require Mohawk Finance to purchase all or a portion of their Notes upon certain changes in control of the Company or Mohawk Finance, as defined in the Indenture.

The Indenture contains certain covenants that, among other things and subject to a number of exceptions and qualifications, limit the Company's ability and the ability of its subsidiaries, including Mohawk Finance, to create liens and to enter into sale and leaseback transactions and limit the Company's ability to consolidate, merge or transfer all or substantially all of its assets. The Indenture also contains certain customary events of default,



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including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency.

The foregoing summary is qualified in its entirety by reference to the full text of the Underwriting Agreement, Base Indenture, the Supplemental Indenture and the global note, which are filed as Exhibits 1.1, 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The document included as an exhibit to this report is filed solely to provide information about its terms, is not intended to provide any factual or other information about the Company or the other parties to the agreements, and should not be relied upon by investors for any other purpose.



   1.1        Underwriting Agreement, dated as of June 9, 2020, by and among Mohawk
            Capital Finance S.A., Mohawk Industries, Inc., BNP Paribas, J.P. Morgan
            Securities plc, Merrill Lynch International, Mizuho International plc,
            PNC Capital Markets LLC, Wells Fargo Securities, LLC, UniCredit Bank AG,
            Barclays Bank PLC, U.S. Bancorp Investments, Inc., Suntrust Robinson
            Humphrey, Inc., Goldman Sachs & Co. LLC, and KBC Bank NV.

   4.1        Indenture, dated as of September 11, 2017, by and among Mohawk Capital
            Finance S.A., as issuer, Mohawk Industries, Inc., as parent guarantor
            and U.S. Bank National Association, as trustee (incorporated herein by
            reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
            dated September 11, 2017).

   4.2        Fourth Supplemental Indenture, dated as of June 12, 2020, by and among
            Mohawk Capital Finance S.A., as issuer, Mohawk Industries, Inc., as
            parent guarantor, U.S. Bank National Association, as trustee, registrar
            and transfer agent and Elavon Financial Services DAC, as paying agent.


   4.3        Note for Senior Notes due 2027

   5.1        Opinion of Alston & Bird LLP

   5.2        Opinion of Arendt & Medernach SA

  23.1        Consent of Alston & Bird LLP (included in Exhibit 5.1)

  23.2        Consent of Arendt & Medernach SA (included in Exhibit 5.2)

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)


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