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

FORM 10‑Q

                          [Mark One]

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 2, 2004

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to

Commission File Number
01‑19826

MOHAWK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                                                    52‑1604305
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)

P. O. Box 12069, 160 S. Industrial Blvd., Calhoun, Georgia           30701
                                   (Address of principal executive offices)                                        (Zip Code)

 Registrant's telephone number, including area code:  (706) 629‑7721

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

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ x ] No [   ]

      The number of shares outstanding of the issuer's classes of capital stock as of May 6, 2005, the latest practicable date, is as follows: 66,697,490 shares of Common Stock, $.01 par value.

 

MOHAWK INDUSTRIES, INC.
INDEX
 	 	Page No.	
Part I	Financial Information	 	
 	 	 	
Item 1.	Condensed Consolidated Financial Statements	 	
 	 	 	
 	Condensed Consolidated Balance Sheets as of April 2, 2005 and December 31, 2004	3	
 	 	 	
 	Condensed Consolidated Statements of Earnings for the three months ended April 2,	 	
 	 2005 and April 3, 2004	5	
 	 	 	
 	Condensed Consolidated Statements of Cash Flows for the three months ended April 2,	 	
 	 2005 and April 3, 2004	6	
 	 	 	
 	Notes to Condensed Consolidated Financial Statements	7	
 	 	 	
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	17	
 	 	 	
Item 4.	Controls and Procedures	17	
 	 	 	
Part II	Other Information	17	
 	 	 	
Item 1.	Legal Proceedings	17	
 	 	 	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18	
 	 	 	
Item 5.	Other Information	18	
 	 	 	
Item 6.	Exhibits	18	

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
(In thousands)
(Unaudited)
 	April 2, 2005	 	December 31, 2004	
 	 	 	 	
Current assets:	 	 	 	
 	 	 	 	
    Receivables	 $                       739,789 	 	                          660,650 	
 	 	 	 	
    Inventories	                       1,145,747 	 	                       1,017,983 	
 	 	 	 	
    Prepaid expenses	                            46,428 	 	                            49,381 	
 	 	 	 	
    Deferred income taxes	                            55,311 	 	                            55,311 	
        Total current assets	                       1,987,275 	 	                       1,783,325 	
 	 	 	 	
Property, plant and equipment, at cost	                       1,882,116 	 	                       1,817,823 	
Less accumulated depreciation and	 	 	 	
      amortization	                          942,030 	 	                          912,491 	
 	 	 	 	
        Net property, plant and equipment	                          940,086 	 	                          905,332 	
 	 	 	 	
Goodwill	                       1,377,349 	 	                       1,377,349 	
 	 	 	 	
Other intangible assets	                          321,646 	 	                          322,646 	
 	 	 	 	
Other assets	                            14,672 	 	                            14,466 	
 	 	 	 	
 	 $                    4,641,028 	 	                       4,403,118 	
 	 	 	 	
See accompanying notes to condensed consolidated financial statements.

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MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY
(In thousands, except per share data)
(Unaudited)
 	April 2, 2005	 	December 31, 2004	
 	 	 	 	
Current liabilities:	 	 	 	
 	 	
    Current portion of long-term debt	 $                       218,501 	 	                          191,341 	
    Accounts payable and accrued expenses	                          756,895 	 	                          623,061 	
        Total current liabilities	                          975,396 	 	                          814,402 	
 	 	 	 	
Deferred income taxes	                          191,761 	 	                          191,761 	
Long-term debt, less current portion	                          700,000 	 	                          700,000 	
Other long-term liabilities	                            29,770 	 	                            30,618 	
        Total liabilities	                       1,896,927 	 	                       1,736,781 	

Stockholders' equity:	 	 	 	
    Preferred stock, $.01 par value; 60 shares	 	 	 	
      authorized; no shares issued	                                     - 	 	                                     - 	
    Common stock, $.01 par value; 150,000 shares	 	 	 	
      authorized; 77,624 and 77,514 shares issued	 	 	 	
      in 2005 and 2004, respectively	                                 776 	 	                                 775 	
    Additional paid-in capital	                       1,065,135 	 	                       1,058,537 	
    Retained earnings	                       1,980,403 	 	                       1,910,383 	
    Accumulated other comprehensive income, net	                            (1,436)	 	                            (2,441)	
 	                       3,044,878 	 	                       2,967,254 	
     Less treasury stock at cost; 10,750 and 10,755	 	 	 	
       shares in 2005 and 2004, respectively	                          300,777 	 	                          300,917 	
           Total stockholders' equity	                       2,744,101 	 	                       2,666,337 	
 	 	 	 	
 	 $                    4,641,028 	 	                       4,403,118 	
 	 	 	 	
See accompanying notes to condensed consolidated financial statements.

4

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)
(Unaudited)
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
Net sales	 $                    1,493,222 	 	                       1,389,725 	
 	 	 	 	
Cost of sales	                       1,108,520 	 	                       1,024,179 	
        Gross profit	                          384,702 	 	                          365,546 	
 	 	 	 	
Selling, general and administrative expenses	                          261,072 	 	                          246,507 	
        Operating income	                          123,630 	 	                          119,039 	
 	 	 	 	
Other expense (income):	 	 	 	
   Interest expense	                            11,876 	 	                            13,954 	
   Other expense	                              2,727 	 	                              1,928 	
   Other income	                               (723)	 	                               (506)	
 	                            13,880 	 	                            15,376 	
 	 	 	 	
        Earnings before income taxes	                          109,750 	 	                          103,663 	
 	 	 	 	
Income taxes	                            39,730 	 	                            37,356 	
 	 	 	 	
        Net earnings	 $                         70,020 	 	                            66,307 	

Basic earnings per share	 $                             1.05 	 	                                1.00 	
 	 	 	 	
Weighted-average common shares outstanding	                            66,804 	 	                            66,629 	

Diluted earnings per share	 $                             1.03 	 	                                0.98 	
 	 	 	 	
Weighted-average common and dilutive potential	 	 	 	
   common shares outstanding	                            67,692 	 	                            67,599 	
 	 	 	 	
See accompanying notes to condensed consolidated financial statements.

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MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
Cash flows from operating activities:	 	 	 	
  Net earnings	 $                         70,020 	 	                            66,307 	
  Adjustments to reconcile net earnings to net	 	 	 	
     cash provided by operating activities:	 	 	 	
      Depreciation and amortization	                            32,265 	 	                            31,010 	
      Tax benefit on exercise of stock options	                              1,899 	 	                              3,662 	
      Loss on disposal of property, plant	 	 	 	
          and equipment	                                   74 	 	                                   82 	
      Changes in operating assets and liabilities,	 	 	 	
       net of effects of acquisition:	 	 	 	
          Receivables	                          (69,705)	 	                          (90,540)	
          Inventories	                        (113,866)	 	                          (65,055)	
          Accounts payable and accrued expenses	                          128,058 	 	                            58,693 	
          Other assets and prepaid expenses	                              2,804 	 	                            (1,003)	
          Other liabilities	                               (848)	 	                                 105 	
             Net cash provided by operating activities	                            50,701 	 	                              3,261 	
 	 	 	 	
Cash flows from investing activities:	 	 	 	
  Additions to property, plant and equipment, net	                          (34,521)	 	                          (13,167)	
  Acquisition	                          (50,606)	 	                                     - 	
             Net cash used in investing activities	                          (85,127)	 	                          (13,167)	
 	 	 	 	
Cash flows from financing activities:	 	 	 	
  Net change in revolving line of credit	                            (2,838)	 	                          (20,708)	
  Net change in asset securitization borrowings	                            30,000 	 	                              8,000 	
  Payments of other debt	                                   (2)	 	                                 (12)	
  Change in outstanding checks in excess of cash	                              2,707 	 	                            15,373 	
  Common stock transactions	                              4,559 	 	                              7,253 	
              Net cash provided by financing	 	 	 	
               activities	                            34,426 	 	                              9,906 	
              Net change in cash	                                     - 	 	                                     - 	
Cash, beginning of period	                                     - 	 	                                     - 	
Cash, end of period	 $                                  - 	 	                                     - 	
 	 	 	 	
See accompanying notes to condensed consolidated financial statements.

6

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

1.   Interim reporting

      The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto, and the Company's description of critical accounting policies, included in the Company's 2004 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

      Certain prior period balances have been reclassified to conform to the current period's presentation.

2.   Effect of New Accounting Pronouncements

      In December 2004, the FASB issued FASB Staff Position 109-1, "Application of FASB Statement No. 109, "Accounting for Income Taxes" ("SFAS No. 109") to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004" ("FSP 109-1"). The American Jobs Creation Act of 2004 (the "Jobs Act"), enacted October 22, 2004, provides a tax deduction for income from qualified domestic production activities. FSP 109-1 provides the treatment for the deduction as a special deduction as described in SFAS No. 109. FSP 109-1 is effective prospectively as of January 1, 2005. The Company is currently evaluating the effect that the manufacturer's deduction will have on future results. and has completed a preliminary evaluation of the impact of the deduction for qualified production activities will have on its effective tax rate for 2005. Currently, the Company projects that the qualified production deduction will result in a benefit of approximately one-half of one percent, which has been reflected in the Company's effective tax rate for the first quarter of 2005. The Company will finalize its analysis of the benefits of the qualified activities production deduction when final regulations are issued by the U.S. Treasury Department. Those regulations are expected to be issued in the next 12 to 18 months.

      In December 2004, the FASB issued FASB Staff Position 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004" ("FSP 109-2"), which provides guidance under SFAS No. 109 with respect to recording the potential impact of the repatriation provisions of the Jobs Act on enterprises' income tax expense and deferred tax liability. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying FASB Statement No. 109. The Company has not yet completed evaluating the impact of the repatriation provisions and has not adjusted its tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act.

      In November 2004, the FASB issued SFAS No. 151, "Inventory Costs-An Amendment of ARB No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Among other provisions, the new rule requires that items such as idle facility expense, excessive spoilage, double freight, and re-handling costs be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating SFAS 151 and does not expect it to have a material impact on the Company's consolidated financial statements.

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") and

7

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Transition may be accomplished using either the prospective or retrospective method. The Company currently measures compensation costs related to share-based payments under APB Opinion No. 25. The Company is currently evaluating the transition methods under SFAS 123R. In April 2005, the Securities and Exchange Commission announced that the effective date of SFAS 123R should be no later than the beginning of the first fiscal year beginning after June 15, 2005.
3.   Receivables	 	 	 	
 	 	
      Receivables are as follows:	 	
 	April 2, 2005	 	December 31, 2004	
 	 	 	
      Customers, trade	 $                   824,500 	 	                      746,233 	
      Other	                        11,972 	 	                          9,720 	
 	                      836,472 	 	                      755,953 	
      Less allowance for discounts, returns, claims	 	 	 	
                  and doubtful accounts	                        96,683 	 	                        95,303 	
 	 	 	 	
        Net receivables	 $                   739,789 	 	                      660,650 	

4.   Inventories	 	 	 	
 	 	
      The components of inventories are as follows:	 	
 	April 2, 2005	 	December 31, 2004	
 	 	 	 	
        Finished goods	 $                   755,360 	 	                      665,565 	
        Work in process	                      100,663 	 	                        86,883 	
        Raw materials	                      289,724 	 	                      265,535 	
 	 	 	 	
            Total inventories	 $                1,145,747 	 	                   1,017,983 	
 	 	 	 	
      Inventories are stated at the lower of cost or market (net realizable value). Cost is determined using the last-in, first-out (LIFO) method, which matches current costs with current revenues, for approximately 64% of the inventories at April 2, 2005 and December 31, 2004 and the first-in, first-out (FIFO) method for the remaining inventories.

8

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

5.   Intangible assets and goodwill

      The components of intangible assets are as follows:
 	April 2, 2005	 	December 31, 2004	
      Carrying amount of amortized intangible assets:	 	
        Customer relationships	 $                     54,160 	 	                        54,160 	
        Patents	                             600 	 	                             600 	
 	 $                     54,760 	 	                        54,760 	
 	 	 	 	
      Accumulated amortization of amortized intangible	 	 	 	
       assets:	 	 	 	
        Customer relationships	 $                       5,309 	 	                          4,324 	
        Patents	                               85 	 	                               70 	
 	 $                       5,394 	 	                          4,394 	
 	 	 	 	
      Unamortized intangible assets:	 	
        Trade names	 $                   272,280 	 	                      272,280 	
 	 	 	 	
        Total other intangible assets	 $                   321,646 	 	                      322,646 	
 	 	
      Amortization expense:	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
       Aggregate amortization expense	 $                       1,000 	 	                             905 	

        Goodwill consists of the following:	 	 	 	 	 	 	
 	Mohawk	 	Dal-Tile	 	Total	
 	 	
        Balance as of January 1, 2005	 	 $      196,632 	 	      1,180,717 	 	      1,377,349 	
        Goodwill recognized during the period	 	                     - 	 	                     - 	 	                     - 	
        Balance as of April 2, 2005	 	 $      196,632 	 	      1,180,717 	 	      1,377,349 	
 	 	 	 	 	 	 	
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MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
6.     Accounts payable and accrued expenses	 	 	 	
 	 	
        Accounts payable and accrued expenses are as	 	
          follows:	 	
 	April 2, 2005	 	December 31, 2004	
 	 	
        Outstanding checks in excess of cash	 $                     36,426 	 	                        33,719 	
        Accounts payable, trade	                      348,130 	 	                      277,851 	
        Accrued expenses	                      193,223 	 	                      180,978 	
        Income taxes payable	                        56,782 	 	                        16,143 	
        Accrued compensation	                      122,334 	 	                      114,370 	
 	 	 	 	
           Total accounts payable and accrued expenses	 $                   756,895 	 	                      623,061 	
 	 	
7.   Product Warranties

      The Company warrants certain qualitative attributes of its products for up to 20 years. The Company records a liability for estimated warranty and related costs, based on historical experience and periodically adjusts these liabilities to reflect actual experience. The warranty obligation is as follows:
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
        Balance at beginning of period	 $                     23,473 	 	                        24,063 	
        Warranty claims paid	                      (12,434)	 	                      (11,607)	
        Warranty expense	                        13,995 	 	                        13,586 	
        Balance at end of period	 $                     25,034 	 	                        26,042 	
 	 	 	 	
8.  Comprehensive income

      Comprehensive income is as follows:
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
Net earnings	 $                     70,020 	 	                        66,307 	
  Other comprehensive income:	 	 	 	
    Foreign currency translation	                           (177)	 	                        (1,873)	
    Unrealized gain on derivative	 	 	 	
       instruments, net of income taxes	                          1,182 	 	                               59 	
          Comprehensive income	 $                     71,025 	 	                        64,493 	
 	 	 	 	
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MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

9.  Stock compensation

      Effective January 1, 2003 the Company adopted the disclosure provisions of SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure ." This statement amends SFAS No. 123, " Accounting for Stock-Based Compensation ," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and requires prominent disclosure in both the annual and interim financial statements of the method of accounting used and the financial impact of stock-based compensation. As permitted by SFAS No. 123 the Company accounts for stock options granted as prescribed under Accounting Principles Board Opinion No. 25, " Accounting for Stock Issued to Employees ," which recognizes compensation cost based upon the intrinsic value of the award.

      If the Company had elected to recognize compensation expense based upon the fair value at the grant dates for awards under these plans, the Company's net earnings per share would have been reduced as follows:
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	
         Net earnings as reported	 $                     70,020 	 	                        66,307 	
         Deduct: Stock-based employee compensation	 	 	 	
          expense determined under fair value based	 	 	 	
          method for all options, net of related tax effects	                        (1,955)	 	                        (1,214)	
         Pro forma net earnings	 $                     68,065 	 	                        65,093 	
 	 	 	 	
        Net earnings per common share (basic):	 	 	 	
         As reported	 $                         1.05 	 	                            1.00 	
         Pro forma	 $                         1.02 	 	                            0.98 	
        Net earnings per common share (diluted):	 	 	 	
         As reported	 $                         1.03 	 	                            0.98 	
         Pro forma	 $                         1.01 	 	                            0.97 	
 	 	 	 	
      The following weighted average assumptions were used to determine the fair value using the Black-Scholes option-pricing model:
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	
         Dividend yield	                                 -	 	                                 -	
         Risk-free interest rate	3.9%	 	2.5%	
         Volatility	38.0%	 	44.5%	
         Expected life (years)	                                 6	 	                                 6	
 	 	 	 	
11

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

10.  Earnings per share

      The Company applies the provisions of SFAS No. 128, "Earnings per Share," which requires companies to present basic EPS and diluted EPS.  Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

      Dilutive common stock options are included in the diluted EPS calculation using the treasury stock method.  Options to purchase common stock were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive were 7 and 7 shares for the three month period ended April 2, 2005 and April 3, 2004, respectively.
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
 	 	 	 	
Net earnings	 $                     70,020 	 	                        66,307 	
 	 	 	 	
Weighted-average common and dilutive potential	 	 	 	
    common shares outstanding:	 	 	 	
 	 	 	 	
      Weighted-average common shares outstanding	                        66,804 	 	                        66,629 	
 	 	 	 	
      Add weighted-average dilutive potential common	 	 	 	
        shares - options to purchase common shares, net	                             888 	 	                             970 	
 	 	 	 	
Weighted-average common and dilutive potential	 	 	 	
    common shares outstanding	                        67,692 	 	                        67,599 	

Basic earnings per share	 $                         1.05 	 	                            1.00 	
 	 	 	 	
Diluted earnings per share	 $                         1.03 	 	                            0.98 	
 	 	 	 	
11.  Supplemental Condensed Consolidated Statements of Cash Flows Information
 	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
        Net cash paid during the period for:	 	 	 	
                Interest	 $                       2,887 	 	                          1,001 	
                Income taxes	 $                       1,803 	 	                        44,065 	
 	 	 	 	
12

MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

12.  Segment reporting

      The Company has two reporting segments, the Mohawk segment, and the Dal-Tile segment. The Mohawk segment (an aggregation of the Mohawk Flooring reporting unit and the Mohawk Home reporting unit) manufactures, sources, markets and distributes its product lines, which include carpet, rugs, pad, ceramic tile, hardwood, resilient and laminate through independent floor covering retailers, home centers, mass merchandisers, department stores, commercial dealers and commercial end users. The Dal-Tile segment product lines include ceramic tile, porcelain tile and stone products sold through tile and flooring retailers, contractors, independent distributors and home centers.

      The accounting policies for each operating segment are consistent with the Company's policies described in the footnotes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K. Amounts disclosed for each segment are prior to any elimination or consolidation entries. Corporate general and administrative expenses amounts attributable to each segment are estimated and allocated accordingly. Segment performance is evaluated based on operating income.
        Segment information is as follows:	Three Months Ended	
 	April 2, 2005	 	April 3, 2004	
       Net sales:	 	 	
          Mohawk	 $                1,091,346 	 	                   1,030,442 	
          Dal-Tile	                      401,876 	 	                      359,283 	
 	 $                1,493,222 	 	                   1,389,725 	
 	 	 	 	
       Operating income:	 	 	 	
          Mohawk	 $                     65,625 	 	                        71,772 	
          Dal-Tile	                        58,470 	 	                        49,402 	
          Corporate and Eliminations	                           (465)	 	                        (2,135)	
 	 $                   123,630 	 	                      119,039 	
 	 	 	 	
 	As of	
 	April 2, 2005	 	December 31, 2004	
       Assets:	 	
          Mohawk	 $                2,472,133 	 	                   2,285,025 	
          Dal-Tile	                   2,117,843 	 	                   2,063,195 	
          Corporate and Eliminations	                        51,052 	 	                        54,898 	
 	 $                4,641,028 	 	                   4,403,118 	
 	 	 	 	
13

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

Overview

      The Company is a leading producer of floorcovering products for residential and commercial applications in the United States. The Company is the second largest carpet and rug manufacturer, and a leading manufacturer, marketer and distributor of ceramic tile and natural stone, in the United States. The Company has two reporting segments, the Mohawk segment and the Dal-Tile segment. The Mohawk segment distributes its product lines, which include broadloom carpet, rugs, pad, ceramic tile, hardwood, resilient and laminate, through its network of approximately 52 regional distribution centers and satellite warehouses using its fleet of company-operated trucks, common carrier or rail transportation. The segment products are purchased by independent floor covering retailers, home centers, mass merchandisers, department stores, independent distributors, commercial dealers, and commercial end users. The Dal-Tile segment product lines include ceramic tile, porcelain tile and stone products distributed through approximately 252 company-operated sales service centers and regional distribution centers using primarily common carriers and rail transportation. The segment products are purchased by tile specialty dealers, tile contractors, floor covering retailers, commercial end users, independent distributors, and home centers.

      The Company reported net earnings of $70.0 million or diluted earnings per share ("EPS") of $1.03, up 5.1%, for the first quarter of 2005 compared to net earnings of $66.3 million or $.98 EPS for the first quarter of 2004. The improvement in EPS resulted primarily from price increases and internal sales growth from certain products in both the Mohawk and Dal-Tile segments and better leveraging of selling, general and administrative costs, offset by higher raw material and energy costs.

      The Company believes its financial condition remained strong in the first quarter of 2005 as evidenced by the Company's debt to capitalization ratio of 25.1%.

Results of Operations

Quarter Ended April 2, 2005, as Compared with Quarter Ended April 3, 2004

      Net sales for the quarter ended April 2, 2005 were $1,493.2 million, reflecting an increase of $103.5 million, or approximately 7.4%, from the $1,389.7 million reported in the quarter ended April 3, 2004. The increased net sales are primarily attributable to price increases and volume growth. The Mohawk segment recorded net sales of $1,091.3 million in the current quarter compared to $1,030.4 million in the first quarter of 2004, representing an increase of $60.9 million or approximately 5.9%. The increase was primarily attributable to price increases in certain product lines and volume growth within the hard surface product lines. The Dal-Tile segment recorded net sales of $401.9 million in the current quarter, reflecting an increase of $42.6 million or approximately 11.9%, from the $359.3 million reported in the first quarter of 2004. The increase was primarily attributable to price increases, internal growth and improved product mix.

      Gross profit for the first quarter of 2005 was $384.7 million (25.8% of net sales) and represented an increase of $19.2 million from gross profit of $365.5 million (26.3% of net sales) for the prior year's first quarter. Gross profit as a percentage of net sales in the current quarter was unfavorably impacted by increased raw material, energy and distribution costs caused by increased natural gas, oil and commodity prices and lower volume in soft surface product categories when compared to the first quarter of 2004.

      Selling, general and administrative expenses for the first quarter of 2005 were $261.1 million (17.5% of net sales) compared to $246.5 million (17.7% of net sales) for the prior year's first quarter. The decrease in percentage was attributable to both the Mohawk and Dal-Tile segments leveraging selling, general and administrative expenses over increased net sales.

      Operating income for the first quarter of 2005 was $123.6 million (8.3% of net sales) compared to $119.0 million (8.6% of net sales) in the first quarter of 2004. Operating income as a percentage of net sales in the current quarter was unfavorably impacted by increased raw material and energy costs, offset by selling price increases, the leveraging of selling, general and administrative costs (as a percent of net sales) and the growth in volume within the hard surface product categories. Operating income attributable to the Mohawk segment

14

was $65.6 million (6.0% of segment net sales) in the first quarter of 2005 compared to $71.8 million (7.0% of segment net sales) in the first quarter of 2004. Operating income attributable to the Dal-Tile segment was $58.5 million (14.5% of segment net sales) in the first quarter of 2005 compared to $49.4 million (13.8% of segment net sales) for the first quarter of 2004.

      Interest expense for the first quarter of 2005 was $11.9 million compared to $14.0 million in the first quarter of 2004. The decrease in interest expense was attributable to lower average debt levels and higher capitalized interest offset by higher average interest rates in the current quarter when compared to the first quarter of 2004.

      Income tax expense was $39.7 million, or 36.2% of earnings before income taxes for the first quarter of 2005 compared to $37.4 million, or 36.0% of earnings before income taxes for the prior year's first quarter.

Liquidity and Capital Resources

      The Company's primary capital requirements are for working capital, capital expenditures, and acquisitions. The Company's capital needs are met primarily through a combination of internally generated funds, bank credit lines, term and senior notes, the sale of trade receivable and credit terms from suppliers.

      Cash flows generated by operations for the first three months of 2005 were $50.7 million compared to $3.2 million for the first three months of 2004. Contributing to the improved cash flow was the increase in accounts payable and accrued expenses, which increased from $623.1 million at the beginning of 2005 to $756.9 million at April 2, 2005. The increase was offset by an increase in accounts receivable, which increased from $660.7 million at the beginning of 2005 to $739.8 million at April 2, 2005 and inventories, which increased from $1,018.0 million at the beginning of 2005 to $1,145.7 million at April 2, 2005.

      Net cash used in investing activities for the first three months of 2005 was $85.1 million compared to $13.2 million for the first three months of 2004. The increase was primarily attributable to increased capital and acquisition related expenditures in the first three months of 2005 when compared to the first three months of 2004. Capital expenditures were incurred primarily to modernize, add, and expand manufacturing and distribution facilities and equipment. Capital spending during the remainder of 2005 for both the Mohawk and Dal-Tile segments combined, excluding acquisitions, is expected to range from $205 million to $225 million, and will be used primarily to purchase equipment and to add manufacturing capacity.

      Net cash provided by financing activities for the first three months of 2005 and 2004 was $34.4 million and $9.9 million, respectively. The primary reason for the change was an increase in debt to finance an acquisition and capital expenditures. The Company's debt to capitalization ratio was 25.1% at April 2, 2005.

      At April 2, 2005, the Company had credit facilities of $300 million under its revolving credit line and $50 million under various short-term uncommitted credit lines. All of these lines are unsecured. At April 2, 2005, a total of approximately $237.9 million was available under both the credit facility and uncommitted credit lines. The amount used consisted of $34.9 million under the Company's five-year revolving credit facility and unsecured credit lines, $55.6 million standby letters of credit guaranteeing the Company's industrial revenue bonds and $21.6 million standby letters of credit related to various insurance contracts and foreign vendor commitments.

      The Company has an on-balance sheet trade accounts receivable securitization agreement ("Securitization Facility"). The Securitization Facility allows the Company to borrow up to $350 million based on available accounts receivable. At April 2, 2005, the Company had approximately $120.0 million outstanding secured by approximately $675.2 million of trade receivables.

Contractual Obligations

      As of April 2, 2005, the Company's contractual obligations have increased by approximately $65.6 million related to operating leases that the Company entered into since December 31, 2004. There have been no further significant changes to the Company's contractual obligation table as disclosed in the Company's 2004 Annual Report filed on Form 10-K.

15

Critical Accounting Policies and Estimates

      There were no significant changes to the Company's critical accounting policies and estimates during the period. The Company's critical accounting policies and estimates are described in the Company's 2004 Annual Report filed on Form 10-K.

Recent Accounting Pronouncements

       In December 2004, the FASB issued FASB Staff Position 109-1, "Application of FASB Statement No. 109, "Accounting for Income Taxes" ("SFAS No. 109") to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004" ("FSP 109-1"). The American Jobs Creation Act of 2004 (the "Jobs Act"), enacted October 22, 2004, provides a tax deduction for income from qualified domestic production activities. FSP 109-1 provides the treatment for the deduction as a special deduction as described in SFAS No. 109. FSP 109-1 is effective prospectively as of January 1, 2005 The Company is currently evaluating the effect that the manufacturer's deduction will have on future results.  and has completed a preliminary evaluation of the impact of the deduction for qualified production activities will have on its effective tax rate for 2005. Currently, the Company projects that the qualified production deduction will result in a benefit of approximately one-half of one percent, which has been reflected in the Company's effective tax rate for the first quarter of 2005. The Company will finalize its analysis of the benefits of the qualified activities production deduction when final regulations are issued by the U.S. Treasury Department. Those regulations are expected to be issued in the next 12 to 18 months.

      In December 2004, the FASB issued FASB Staff Position 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004" ("FSP 109-2"), which provides guidance under SFAS No. 109 with respect to recording the potential impact of the repatriation provisions of the Jobs Act on enterprises' income tax expense and deferred tax liability. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying FASB Statement No. 109. The Company has not yet completed evaluating the impact of the repatriation provisions and has not adjusted its tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act.

      In November 2004, the FASB issued SFAS No. 151, "Inventory Costs-An Amendment of ARB No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Among other provisions, the new rule requires that items such as idle facility expense, excessive spoilage, double freight, and re-handling costs be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating SFAS 151 and does not expect it to have a material impact on the Company's consolidated financial statements.

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Transition may be accomplished using either the prospective or retrospective method. The Company currently measures compensation costs related to share-based payments under APB Opinion No. 25. The Company is currently evaluating the transition methods under SFAS 123R. In April 2005, the Securities and Exchange Commission announced that the effective date of SFAS 123R should be no later than the beginning of the first fiscal year beginning after June 15, 2005.

Impact of Inflation

      Inflation affects the Company's manufacturing costs, distribution costs and operating expenses. The carpet and tile industry has experienced significant inflation in the prices of raw materials and fuel-related costs beginning in the first quarter of 2004. For the period from 1999 through 2004 the carpet and tile industry

16

experienced moderate inflation in the prices of raw materials and fuel-related costs. In the past, the Company has generally passed along these price increases to its customers and has been able to enhance productivity to offset increases in costs resulting from inflation in both the United States and Mexico.

Seasonality

      The Company is a calendar year-end company and its results of operations for the first quarter tend to be the weakest. The second, third and fourth quarters typically produce higher net sales and operating income. These results are primarily due to consumer residential spending patterns for floorcovering, which historically have decreased during the first two months of each year following the holiday season.

Forward-Looking Information

      Certain of the statements in this Form 10-Q, particularly those anticipating future performance, business prospects, growth and operating strategies, proposed acquisitions, and similar matters, and those that include the words "believes," "anticipates," "forecast," "estimates" or similar expressions constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. For those statements, Mohawk claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. There can be no assurance that the forward-looking statements will be accurate because they are based on many assumptions, which involve risks and uncertainties. The following important factors could cause future results to differ: changes in industry conditions; competition; raw material prices; energy costs; timing and level of capital expenditures; integration of acquisitions; introduction of new products; rationalization of operations; and other risks identified in Mohawk's SEC reports and public announcements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company's exposures to market risk have not changed significantly since December 31, 2004.

Item 4. Controls and Procedures

      Based on an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective for the period covered by this report. No change in the Company's internal control over financial reporting occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

      The Company is involved in routine litigation from time to time in the regular course of its business. There are no material legal proceedings pending or known to be contemplated to which the Company is a party or to which any of its property is subject.

17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
Mohawk Industries, Inc.  Purchases of Equity Securities	
 	 	 	 	
 	 	 	 	 	 	 	Maximum	
 	 	 	 	 	 	 	Number	
 	 	 	 	 	 	 	of	
 	 	 	 	 	Total	 	Shares that	
 	 	 	 	 	Number of Shares	 	May Yet Be	
 	 	 	Average	 	Purchased as Part	 	Purchased	
 	Total Number	 	Price	 	of Publicly	 	Under the	
 	of Shares	 	Paid per	 	Announced Plans	 	Plans or	
Period	Purchased	 	Share	 	or Programs	 	Programs	
Opening balance	       11,206,690 	 	 $    27.80 	 	                 11,206,690 	 	      3,793,310 	
Month #1 (January 1, 2005-	 	 	 	 	 	 	 	
   February 5, 2005)	                       - 	 	              - 	 	                                 - 	 	                     - 	
Month #2 (February 6, 2005-	 	 	 	 	 	 	 	
   March 5, 2005)	                       - 	 	              - 	 	                                 - 	 	                     - 	
Month #3 (March 6, 2005-	 	 	 	 	 	 	 	
   April 2, 2005)	                       - 	 	              - 	 	                                 - 	 	                     - 	
              Total	       11,206,690 	 	 $    27.80 	 	                 11,206,690 	 	      3,793,310 	
 	 	 	 	 	 	 	 	
     On September 29, 1999, the Company announced that its Board of Directors authorized the repurchase of up to 5 million shares of the Company's common stock. On December 16, 1999, the Company announced that the Company's Board of Directors authorized the repurchase of an additional 5 million of its common stock under the existing repurchase plan. On May 18, 2000, the Company announced that the Company's Board of Directors authorized the repurchase of an additional 5 million of its common stock under the existing repurchase plan. The Company did not repurchase any of its common stock during the first quarter of 2005.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

      None.

Item 6. Exhibits

No.     Description

31.1    Certification Pursuant to Rule 13a-14(a).
31.2    Certification Pursuant to Rule 13a-14(a).
32.1    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

18

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                                                                                      MOHAWK INDUSTRIES, INC.

Dated: May 6, 2005                                                                                                                  By: /s/ Jeffrey S. Lorberbaum
                                                                                                                                        JEFFREY S. LORBERBAUM, Chairman, President and
                                                                                                                                           Chief Executive Officer (principal executive officer)

Dated: May 6, 2005                                                                                                                 By: /s/ Frank H. Boykin
                                                                                                                                        FRANK H. BOYKIN, Chief Financial Officer,
                                                                                                                                                   (principal financial officer)

19

EXHIBIT 31.1

CERTIFICATIONS

I, Jeffrey S. Lorberbaum, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of Mohawk Industries, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.             The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2005
/s/: Jeffrey S. Lorberbaum
Jeffrey S. Lorberbaum
Chairman, President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Frank H. Boykin, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of Mohawk Industries, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.             The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2005

/s/: Frank H. Boykin
Frank H. Boykin
Chief Financial Officer

Exhibit 32.1

Statement of Chief Executive Officer of
MOHAWK INDUSTRIES, INC.
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002

 

       In connection with the quarterly report of Mohawk Industries, Inc. (the "Company") on Form 10-Q for the period ended April 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey S. Lorberbaum, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/:Jeffrey S. Lorberbaum
Jeffrey S. Lorberbaum
Chairman, President and Chief Executive Officer
May 6, 2005

Exhibit 32.2

Statement of Chief Financial Officer of
MOHAWK INDUSTRIES, INC.
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002

       In connection with the quarterly report of Mohawk Industries, Inc. (the "Company") on Form 10-Q for the period ended April 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank H. Boykin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/: Frank H. Boykin
Frank H. Boykin
Chief Financial Officer
May 6, 2005