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.    Yesþx    Noo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (oror for such shorter period that the registrant was required to submit and post such files).    Yesþx    Noo¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yeso¨    Noþx

Shares outstanding of each of the registrant’s classes of common stock at August 5, 2011:

As contemplated by the Securities and Exchange Commission (the “Commission”) instructions to Form 10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the Company’s year-end audited consolidated financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended January 2, 2011,1, 2012, as filed with the Commission.

The financial information included in this report has been prepared by the Company, without audit. In the opinion of management, the financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The January 2, 2011,1, 2012 consolidated condensed balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

As described below in Note 9, the Company has sold its Fabrics Group business segment. The results of operations and related disposal costs, gains and losses for this business are classified as discontinued operations, for all periods presented.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Inventories are summarized as follows:

The Company computes basic earnings per share (“EPS”) attributable to common shareholders by dividing income from continuing operations attributable to common shareholders, income from discontinued operations attributable to common shareholders and net income attributable to common shareholders,(loss), by the weighted averageweighted-average common shares outstanding, including participating securities outstanding, during the period as discussed below. Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings. Income attributable to non-controlling interest in subsidiary is included in the calculation of basic and diluted EPS from continuing operations, where applicable.

The following tables presenttable presents net income and net income attributable to Interface, Inc.(loss) that was attributable to participating securities:

The weighted average shares outstanding for basic and diluted EPS were as follows:

For the three-month periodsthree months ended JulyApril 1, 2012 and April 3, 2011, and July 4, 2010, options to purchase 20,000535,000 shares and 205,000219,000 shares of common stock, respectively, were not included in the computation of diluted EPS as their impact would be anti-dilutive. For the six-month periodsthree months ended July 3, 2011, and July 4, 2010, options to purchase 20,000 and 245,000April 1, 2012, 2,009,000 shares of common stock, respectively,participating securities were not included inexcluded from the computation of diluted EPS as their impact would be anti-dilutive.

Based on the quantitative thresholds specified byin applicable accounting standards, the Company has determined that it has two reportable segments: (1) the Modular Carpet segment, which includes its InterfaceFLOR, Heuga and FLOR modular carpet businesses, as well as its Intersept antimicrobial sales and licensing program, and (2) the Bentley Prince Street segment, which includes its Bentley Prince Street broadloom, modular carpet and area rug businesses. In 2007, the Company sold its former Fabrics Group business segment (see Note 9 for further information). Accordingly, the Company has included the operations of the former Fabrics Group business segment in discontinued operations.

Summary information by segment follows:

A reconciliation of the Company’s total segment operating income, depreciation and amortization, and assets to the corresponding consolidated amounts follows:

As of both April 1, 2012, and April 3, 2010,2011, the Company completed a private offering ofhad outstanding $275 million aggregate principal amount ofin 7 5/8% Senior Notes due 2018 (the “7 5/8% Senior Notes”). Interest on the 7 5/8% Senior Notes is payable semi-annually on June 1 and December 1, beginning June 1, 2011. The Company used the net proceeds from the sale of the 7 5/8% Senior Notes (plus cash on hand) in connection with the repurchase of approximately $141.9 million aggregate principal amount of the 11 3/8% Senior Secured Notes and approximately $98.5 million aggregate principal amount of the 9.5% Senior Subordinated Notes pursuant to a Company tender offer.

As of April 1, 2012, and April 3, 2011, the Company completed a private offering of $150had outstanding $8.0 million aggregate principal amount ofin 11 3/8% Senior Secured Notes due 2013 (the “11 3/8% Senior Secured Notes”). Interest on the 11 3/8% Senior Secured Notes is payable semi-annually on May 1 and November 1, beginning November 1, 2009. The 11 3/8% Senior Secured Notes are guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s domestic subsidiaries. The Senior Secured Notes are secured by a second-priority lien on substantially all of the Company’s and certain of the Company’s domestic subsidiaries’ assets that secure the Company’s domestic revolving credit facility on a first-priority basis.

As of Julyboth April 1, 2012 and April 3, 2011, the Company had outstanding $11.5 million in 9.5% Senior Subordinated Notes due 2014 (the “9.5% Senior Subordinated Notes”). The estimated fair value of the 9.5% Senior Subordinated Notes as of Julyboth April 1, 2012 and April 3, 2011, based on then current market prices, was $11.5 million. DuringOn April 9, 2012, subsequent to the end of the first quarter of 2010,2012, the Company redeemed $25.0 million aggregate principal amountall of these notesthe outstanding 9.5% Senior Subordinated Notes at a price equal to 103.167%100% of the face valueprincipal amount of the notes. Accordingly,notes, plus accrued interest through the premium paid in connection with this redemption was approximately $0.8 million. In addition, the Company wrote off the portion of the unamortized debt issuance costs related to the redeemed bonds, an amount equal to $0.3 million. These expenses are contained in the “Bond Retirement Expense” line item in the Company’s consolidated condensed statements of operations.

The Company amended and restated its primarymaintains a domestic revolving credit facility. Under the amended and restated facilityagreement (the “Facility”), as under its predecessor, the Company’s obligations are secured by that provides a first priority lien on substantially all of the assets of Interface, Inc. and each of its material domestic subsidiaries, which subsidiaries also guarantee the Facility. The maximum aggregate amount of $100 million of loans and letters of credit available to the Companyus at any one time remains $100 million (with the(subject to a borrowing base) with an option for us to further increase that maximum aggregate amount to up to a maximum of $150 million — the same option amount as in its predecessor — subject to(upon the satisfaction of certain conditions),conditions, and subject to a borrowing base describedbase). The Company is presently in the Facility. The Facility differs from its predecessor in the following key respects:

Interface Europe B.V. (the Company’s modular carpet subsidiary based in the Netherlands) and certain of its subsidiaries maintain a Credit Agreement with ABN AMROThe Royal Bank of Scotland N.V. (“RBS”). Under this Credit Agreement, ABN AMRORBS provides a credit facility, until further notice, for borrowings and bank guarantees in varying aggregate amounts over time.of €20 million. As of July 3, 2011,April 1, 2012, there were no borrowings outstanding under this facility, and the Company could have incurred €20 million (approximately $28.9$26.6 million) of additional borrowings under the facility.

Other non-U.S. subsidiaries of the Company have an aggregate of the equivalent of $17.8$18.9 million of lines of credit available. As of July 3, 2011,April 1, 2012 there were no borrowings outstanding under these lines of credit.

In accordance with accounting standards, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period in which the employee is required to provide the services —– the requisite service period (usually the vesting period) —– in exchange for the award. The grant date fair value for options and similar instruments will be estimated using option pricing models. Under accounting standards, the Company is required to select a valuation technique or option pricing model.model that meets the criteria as stated in the standard. The Company uses the Black-Scholes model. Accounting standards require that the Company estimate forfeitures for stock options and reduce compensation expense accordingly. The Company has reduced its stock compensation expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

During the first sixthree months of 20112012 and 2010,2011, the Company recognized stock option compensation costs of $0.6 million and $0.6 million, respectively. In the second quarters of 2011 and 2010, the Company recognized stock option compensation costs of $0.3$0.2 million and $0.3 million, respectively. The remaining unrecognized compensation cost related to unvested awards at July 3, 2011,April 1, 2012, approximated $0.9$0.4 million, and the weighted average period of time over which this cost will be recognized is approximately one year.

At July 3, 2011,April 1, 2012, the aggregate intrinsic value of in-the-money options outstanding and options exercisable was $7.2$2.7 million and $5.4$2.6 million, respectively (the intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option).

Cash proceeds and intrinsic value related to total stock options exercised during the first sixthree months of fiscal years2012 and 2011 and 2010 are provided in the table below. following table:

The Company did not recognize any significant tax benefit with regard to stock options in either period presented.

During the sixthree months ended JulyApril 1, 2012 and April 3, 2011, and July 4, 2010, the Company granted restricted stock awards for 668,000557,500 and 27,000468,000 shares respectively, of Class B common stock. These awardsAwards of restricted stock (or a portion thereof) vest with respect to each recipient over a two to five yearfive-year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date.

Compensation expense related to outstanding restricted stock grants was $8.1$1.3 million and $1.5$7.3 million for the sixthree months ended JulyApril 1, 2012, and April 3, 2011, and July 4, 2010, respectively. Accounting standards require that the Company estimate forfeitures for restricted stock and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

As of July 3, 2011,April 1, 2012, the unrecognized total compensation cost related to unvested restricted stock was approximately $15.0$15.7 million. That cost is expected to be recognized by the end of 2014.

During the six monthsquarters ended JulyApril 1, 2012 and April 3, 2011, and July 4, 2010, the Company recognized tax benefits of $0.2 million and $1.8 million, respectively, with regard to restricted stock of $2.1 million and $0.3 million, respectively.

The following tables provide the components of net periodic benefit cost for the three-month and six-month periods ended JulyApril 1, 2012, and April 3, 2011, and July 4, 2010, respectively: