PARTI - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSEDBALANCE SHEETS

(IN THOUSANDS)

See accompanying notes to consolidated condensed financial statements.

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSEDSTATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

See accompanying notes to consolidated condensed financial statements.

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS)

See accompanying notes to consolidated condensed financial statements.

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OFCASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

See accompanying notes to consolidated condensed financial statements.

INTERFACE, INC. AND SUBSIDIARIES

NOTESTO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the three-month period ended September 28, 2014, no stock options have been included in the calculation of diluted EPS as the Company was in a net loss position and inclusion of these stock options would have been anti-dilutive. For all other periods presented, there were noall outstanding stock options or participating securities excluded fromhave been included in the computationcalculation of diluted EPS.EPS

At July 5,October 4, 2015, the aggregate intrinsic value of both in-the-money options outstanding and options exercisable was $1.4$1.2 million (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 sixnine months of fiscal years 2015 and 2014 are provided in the table below. The Company did not recognize any significant tax benefit with regard to stock options in either period presented.

Restricted Stock Awards

During the sixnine months ended July 5,October 4, 2015, and June 29,September 28, 2014, the Company granted restricted stock awards for 597,000 and 490,000 shares, respectively, of common stock. Restricted stock awards (or a portion thereof) vest with respect to each recipient over a two to five year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date. Additionally, awards (or a portion thereof) could vest earlier upon the attainment of certain performance criteria, in the event of a change in control of the Company, or upon involuntary termination without cause.

Compensation expense related to restricted stock grantsawards was $9.1$10.9 million and $2.7$3.0 million for the sixnine months ended July 5,October 4, 2015, and June 29,September 28, 2014, 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.

The following table summarizes restricted stock activityawards outstanding as of July 5,October 4, 2015, and activity during the sixnine months then ended:

As of July 5,October 4, 2015, the unrecognized total compensation cost related to unvested restricted stock was approximately $14.3$12.1 million. That cost is expected to be recognized by the end of 2019.

For the sixnine months ended July 5,October 4, 2015, and June 29,September 28, 2014, the Company recognized tax benefits with regard to restricted stock of $3.5$4.0 million and $0.7$0.6 million, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, under Item 7 of that Form 10-K. Our discussions here focus on our results during the quarter and sixnine months ended, or as of, July 5,October 4, 2015, and the comparable periods of 2014 for comparison purposes, and, to the extent applicable, any material changes from the information discussed in that Form 10-K or other important intervening developments or information since that time. These discussions should be read in conjunction with that Form 10-K for more detailed and background information.

Forward-Looking Statements

This report contains statements which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties associated with economic conditions in the commercial interiors industry, as well as the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

General

During the quarter ended July 5,October 4, 2015, we had net sales of $263.6$254.7 million, compared with net sales of $260.6$252.2 million in the secondthird quarter last year. During the first sixnine months of fiscal year 2015, we had net sales of $500.5$755.2 million, compared with net sales of $479.6$731.8 million in the first sixnine months of last year. Fluctuations in currency exchange rates had negative impacts on our sales and operating income in the 2015 reported periods, compared with the prior year periods. The following table presents the amounts (in U.S. dollars) by which the exchange rates for converting foreign currencies into U.S. dollars have negatively affected our net sales and operating income for the three months and sixnine months ended July 5,October 4, 2015.

In the third quarter of 2014, we committed to a restructuring plan in our continuing efforts to reduce costs across our worldwide operations. In connection with this restructuring plan, we incurred a pre-tax restructuring and asset impairment charge in the third quarter of 2014 in an amount of $12.4 million. The charge was comprised of severance expenses of $9.7 million for a reduction of 100 employees, other related exit costs of $0.1 million, and impairment of assets of $2.6 million. Approximately $10 million of the charge will result in cash expenditures, primarily severance expense.

During the secondthird quarter of 2015, we had net income of $21.7$20.1 million, or $0.33$0.31 per diluted share, compared withshare. During the third quarter of 2014, including the restructuring and asset impairment charge discussed above, we had a net incomeloss of $13.1$0.4 million, or $0.20$0.01 per diluted share, in the second quarter of 2014.share. During the sixnine months ended July 5,October 4, 2015, we had net income of $34.0$54.2 million, or $0.51$0.82 per diluted share, compared withshare. During the nine months ended September 28, 2014, including the restructuring and asset impairment charge discussed above, we had net income of $17.1$16.7 million, or $0.26$0.25 per diluted share, in the first six months of 2014.share.

The first sixnine months of 2015 were comprised of 2740 weeks, while the first sixnine months of 2014 were comprised of 2639 weeks. (The additional week was in the first quarter of 2015.) This is a factor in certain of the comparisons discussed in this Item 2.

Results of Operations

The following table presents, as a percentage of net sales, certain items included in our Consolidated Condensed Statements of Operations for the three-month and six-monthnine-month periods ended July 5,October 4, 2015, and June 29,September 28, 2014, respectively:

Net Sales

Below we provide information regarding net sales, and analyze those results, for the three-month and six-monthnine-month periods ended July 5,October 4, 2015, and June 29,September 28, 2014, respectively.

For the quarter ended July 5,October 4, 2015, net sales increased $3.0$2.5 million (1.2%(1.0%) versus the comparable period in 2014. As discussed above, the strengthening of the U.S. dollar versus certain foreign currencies (primarily, the Euro, Australian dollar and Canadian dollar) had a negative impact of approximately $24$22 million on 2015 secondthird quarter sales as compared towith the secondthird quarter of 2014. In the Americas,On a geographic basis, we increased sales 7%, which was partially offset by declines of 7%4% in the Americas, and experienced flat sales in Europe (as reported in U.S. dollars) and 6% in Asia-Pacifica decline of 9% (as reported in U.S. dollars) in Asia-Pacific due to the negative currency impacts discussed above.impacts. In the Americas, the corporate office market segment led the way with a 12%our sales increase as the rebound in this market continued and we gained market share in the U.S. Non-office segments were up 3% in the aggregate, with increases in the hospitality (up 55%) and education (up 10%) segments being partially offset by declines in the retail (down 12%), healthcare (down 9%) and residential (down 4%) segments. The decline in the residential segment was primarily in the multi-family sector,corporate office segment (up 10%), as our growth continued to outpace the market, alongside the benefits of our enhanced presence in the hospitality segment (up 21%). These increases were partially offset by sales declines in the education (down 7%) and government (down 8%) segments. Our FLOR residential consumer business postedexperienced a 4%3% sales increase for the 2015 second quarter, due primarily due to stronger web-based sales. In Europe, the impact of the strengthening U.S. dollar was substantial, as sales in local currency were up 20% versus the third quarter last year. The increase in local currency was driven by both the corporate office segment (up 20%) and non-office segments (up 19% in the aggregate), with the education (up 36%), retail (up 36%), and government (up 9%) segments leading the non-office increases. Small declines in local currency in the hospitality (down 11%) and residential (down 23%) segments mitigated the overall increase in Europe for the quarter. In Asia-Pacific, sales in local currency were up 5% for the third quarter compared with the prior year period, with strong gains in Australia (up 20%) partially offset by declines in China and India. The sales increase in local currency was approximately 16%, due to the strength of thein Australia came across both corporate office market segment (up 21%) which comprises the bulk of the sales in the region. Non-office segments in Europe were down 3% in the aggregate in local currency, with the government segment showing the largest decline (down 48%) due to the continued austerity programs in place through the region. In Asia-Pacific, the sales increase in local currency was 4%, which was almost entirely due to the strength of the corporateand non-corporate office market primarily in Australia.segments.

For the sixnine months ended July 5,October 4, 2015, net sales increased $20.9$23.4 million (4.4%(3.2%) versus the comparable period in 2014. The strengthening of the U.S. dollar versus certain foreign currencies had a negative impact of approximately $43$64 million on 2015 first half sales as compared toin the first halfnine months of 2014.2015 versus the comparable prior year period. On a geographic basis, we experiencedincreased sales increases9% in the Americas, (up 11%) and Asia-Pacific (up 2%) versus the first six monthspartially offset by declines of 2014. Due to the impact of currency fluctuations,5% in Europe experienced a sales decline of 7% as(as reported in U.S. dollars, but andollars) and 2% in Asia-Pacific (as reported in U.S. dollars) due to currency impacts. The sales increase in local currency of 14%. In the Americas the sales increase was almost evenly balanced betweenprimarily in the corporate office segment (up 11%) alongside strong improvements in the hospitality (up 53%) and non-office segments, with corporate officeeducation (up 5%) segments. The increase in education sales increasing 12% and non-office segments increasing 10%. All non-office market segments showed an increase forin the Americas occurred during the first six months of 2015, as we experienced a third quarter decline in the segment year-over-year. In Europe, sales in local currency increased 16%, primarily driven by the corporate office segment (up 21%). Local currency sales in non-corporate office segments in the aggregate were essentially flat, with a 35% increase in the exceptioneducation segment being offset by a 26% decrease in the government segment – although we did experience an increase in the government segment in the 2015 third quarter, perhaps suggesting that the negative impacts of government austerity programs in the region are being reduced. In Asia-Pacific, the sales decrease in U.S. dollars was experienced across non-office market segments, with the retail (down 5%46%), healthcare (down 32%) and healthcare (essentially flat) segments. Hospitality (up 74%government (down 28%) and education (up 11%) market segments representedhaving the most significant increases over the first six months of 2014. In local currency, thelargest percentage declines, tempered by a 4% increase in Europe was mostly in the corporate office market, which grew 21%. Non-office segments in Europesegment. Negative currency impacts in the aggregateAsia-Pacific region also were down 9%substantial, as sales in local currency withwere up 9% versus the most significant decline comingfirst nine months last year. The greatest currency impact was in the government segment due to the continued austerity measuresAustralia, where sales in place throughout the region. In Asia-Pacific, the sales growth of 2% came as a result of the corporate office market. (up 9%) primarily due to increased new construction and refurbishment projectslocal currency were up 21%, but in Australia. With the exception of the hospitality segment (up 17%), all non-office segments in Asia-Pacific showed declines for the period, with the most significant being in retail (down 35%) and healthcare (down 24%)U.S. dollars were up less than 1%.

Cost and Expenses

The following table presents,tables present, on a consolidated basis for our operations, our overall cost of sales and selling, general and administrative expenses for the three-month and six-monthnine-month periods ended July 5,October 4, 2015, and June 29,September 28, 2014, respectively:

For the three months ended July 5,October 4, 2015, our cost of sales decreased $7.9$11.9 million (4.6%(7.0%) versus the comparable period in 2014. Fluctuations in currency exchange rates had a favorable impact of approximately $8 million on our cost of sales for the quarter compared with the prior year period. As a percentage of sales, gross profit expanded across all of our operating regions, with Americas showing the most improvement. The reduction in cost of sales was primarily a function of (1) lower raw materials costs (down approximately 6-8%) and usage compared with the third quarter of 2014, (2) higher production costs in the third quarter last year due to disruptions in yarn supply that were not experienced in the current period, (3) a higher degree of manufacturing complexity related to new product introductions in the third quarter of 2014 that led to higher manufacturing costs at that time (and have since been rectified), (4) the benefits of our restructuring initiatives taken during the third quarter of 2014, and (5) increased absorption of fixed manufacturing costs due to higher production volumes in the current period. As a result of these factors, as a percentage of net sales, cost of sales decreased to 61.5% for the three months ended October 4, 2015, compared with 66.9% in the third quarter of 2014.

For the nine months ended October 4, 2015, our cost of sales decreased $12.6 million (2.6%) versus the comparable period in 2014. Fluctuations in currency exchange rates had a favorable impact of approximately $30 million on our cost of sales for the first nine months of 2015 versus the prior year period. As a percentage of sales, our cost of sales decreased to 62.3% for the nine months ended October 4, 2015 compared with 66.0% for the comparable period of 2014. The primary reasons for this decline were (1) lower raw materials costs and usage (down approximately 6-8%) compared with the first nine months of 2014, (2) continued stabilization of our supply chain and manufacturing footprint in the Asia-Pacific region following the January 2014 start-up of our new carpet tile plant in Australia, (3) increased absorption of fixed manufacturing costs associated with higher production volumes, especially in the Americas and Europe regions, (4) the cost savings associated with our 2014 restructuring actions, and (5) the resolution of yarn supply and production issues during the fourth quarter of 2014 and early 2015 that were particularly acute in the third quarter of 2014.

For the three months ended October 4, 2015, our selling, general and administrative expenses increased $2.7 million (4.2%) versus the comparable period in 2014. Currency fluctuation had a favorable impact on cost of sales;selling, general and administrative expenses; if currency rates had remained the same for the secondthird quarter of 2015 versus that of the second quarter of 2014, our cost of sales would have been approximately $13 million higher. As a percentage of sales, our cost of sales declined significantly to 61.6% for the second quarter of 2015 versus 65.3% for the second quarter of 2014. Gross profit margin improved across all three of our primary geographic regions, with the Americas showing the largest improvement versus 2014. The key factors in the improvement were (1) reduced raw material costs of 5-7% on a global level due to lower input prices and usage, (2) better absorption of fixed costs associated with higher production volumes, particularly in the Americas and Europe, (3) the normalization of operations in Australia and rebalancing of production in the Asia-Pacific region compared with the inefficiencies associated with the startup of the new facility in Australia in 2014, (4) continued implementation of lean manufacturing practices in our Americas business, and (5) the cost savings associated with our restructuring activities in the third quarter of 2014.

For the six months ended July 5, 2015, our cost of sales decreased $0.7 million (0.2%) versus the comparable period of 2014. Currency fluctuation had a favorable impact on cost of sales; if currency rates had remained the same for the first half of 2015 versus that of the first half of 2014, our cost of sales would have been approximately $23 million higher. As a percentage of sales, our costs of sales for the first six months of 2015 experienced a significant decline to 62.7%, as compared to 65.6% for the comparable period of 2014. The reasons for the decline for the six month period are similar to the reasons addressed above for the three month period: (1) reduced raw materials costs of 5-7%, (2) higher production volumes which led to greater absorption of fixed costs, (3) the continued stabilization of the supply chain and manufacturing footprint in the Asia-Pacific region, (4) improvements in manufacturing efficiencies, and (5) the impacts of our restructuring activities in 2014. The gross margin improvements accelerated during 2015, and as such, the improvement is more significant in the three months ended July 5, 2015 versus the six month period ended July 5, 2015.

For the three month period ended July 5, 2015, our selling, general and administrative expenses increased $2.0 million (3.0%) versus the comparable period in 2015. Currency fluctuation had a favorable impact on selling, general and administrative expense; if currency rates had remained the same for the second quarter of 2015 versus that of the second quarter of 2014, our selling, general and administrative expenses would have been approximately $5$8.5 million higher.higher than the third quarter last year. The largest drivermajority of thethis currency neutral increase in selling, general and administrative expenses versus the 2014 period is approximately $5.2 million of higher administrative expenses largely comprised of share-based payment expenses andadditional incentive compensation amounts, as(approximately $5.0 million) and performance based share-based compensation ($1.5 million) because our projected performance is better in 2015 versus 2014. This increase was offset by lowerThe largest component of the remainder ($1.0 million) is higher selling and marketing expenses down $1.4 million and $1.7 million, respectively. These declines, however, were largely due to the currency translation effects discussed above,improved sales levels in the third quarter of 2015 versus the prior year period, particularly in the Americas. As a result, as in local currencies these expenditures remained relatively consistent year over year. Due to the increased administrative expenses discussed above,a percentage of sales, our selling, general and administrative expenses increased to 25.8%26.2% in the third quarter of sales for the three months ended July 5, 2015, versus 25.3% of sales25.4% in the corresponding period in 2014. On a sequential basis, however, selling general and administrative expenses as a percentage of sales is lower, compared with 27.0% in the firstthird quarter of 2015.2014.

For the six month periodnine months ended July 5,October 4, 2015, our selling, general and administrative expenses increased $3.4$6.1 million (2.6%(3.2%) versus the comparable period in 2014. Currency fluctuation had a positivefavorable impact on selling, general and administrative expenses; if currency rates had remained the same for the first sixnine months of 2015 versus that of the first sixnine months of 2014, our selling, general and administrative expenses would have been approximately $9$20 million higher. Thehigher than the first nine months last year. As in the three months ended October 4, 2015, substantially all of this increase was largely duecan be attributed to higher administrative expenses of $8.9 million largely comprised of share-based payment expenses and incentive compensation amounts,(approximately $10 million) and performance based share-based compensation (approximately $8 million), as our projected performance is better in 2015 versus 2014.These increases were partially offset by lower marketing (down $3.3 million) and selling (down $1.7 million) costs. While currency impacts were the2014. The primary factor mitigating the increase was the impact of the changes in these declines, across all regions selling and marketing expenses were downforeign currency discussed above, as a percentage of sales versus the first six months of 2014, due to both higher sales as well as cost savings as a result of our restructuring actions which took place in the third quarter of 2014. Due to these initiatives, as a percentage of sales,other spending categories within selling, general and administrative expenses remained relatively consistent in local currencies (due partially to cost control measures from our 2014 restructuring actions), despite the increased sales for the year to date period of 2015 versus 2014. As a result, selling, general, and administrative expenses remained consistent at 26.3% of net sales for both the first sixnine months of 2015 declined to 26.4%, versus 26.8% in the first six months ofand 2014.

Interest Expense

For the three month period ended July 5,October 4, 2015, our interest expense decreased $3.6$4.3 million to $1.8$1.3 million, from $5.4$5.6 million in the secondthird quarter of 2014. For the sixnine month period ended July 5,October 4, 2015, our interest expense decreased $7.2$11.5 million to $3.7$5.0 million, from $10.9$16.5 million in the comparable period last year. The reason for the decreases was the debt refinancing activities we completed in the fourth quarter of 2014, in which we redeemed all of our $247.5 million of outstanding 7.625% Senior Notes and replaced them with borrowings under our Syndicated Credit Facility. This facility is comprised of a term loan as well as a multi-currency revolving debt facility and incurs interest at a significantly lower rate than the 7.625% Senior Notes.

Liquidity and Capital Resources

General

At July 5,October 4, 2015, we had $71.8$73.7 million in cash. At that date, we had outstanding $200.0 million inof term loan borrowings, $59.1$32.5 million of revolving loan borrowings and $3.1 million in letters of credit outstanding under theour Syndicated Credit Facility. As of July 5,October 4, 2015, we could have incurred $187.8$214.4 million of additional borrowings under our Syndicated Credit Facility.InFacility. In addition, we could have incurred an additional $19.0$14.5 million of borrowings under our other lines of credit in place at other non-U.S. subsidiaries.

Analysis of Cash Flows

Our primary sourceWe exited the quarter ended October 4, 2015 with $73.7 million in cash, an increase of cash$18.8 million during the sixfirst nine months ended July 5,of the year. The increase in cash was due to improved cash flow from operating activities of $92.7 million in the first nine months of 2015, was $15.2versus $34.9 million in the first nine months of 2014. The factors driving the increase in cash from operating activities were (1) higher net income in 2015, due to better operational performance, (2) a $5.8 million reduction in cash paid for interest, as a result of our 2014 debt refinancing discussed above, and (3) $17.8 million due to a reduction ofdecrease in accounts receivable. The increase in cash from operating activities was partially offset by a use of $28.7 million for an increase in inventory levels. Our other primary uses of cash during the six month then endedfirst nine months of 2015 were (1) $27.2$28.0 million for increased inventory levels,of cash used to repay borrowings under our Syndicated Credit Facility, (2) $12.1$23.7 million forof capital expenditures, (3) $10.5 million forof cash used to repurchase and retire 500,000 shares of our outstanding common stock, repurchases, and (4) $5.3$8.6 million for dividend payments.the payment of dividends.

ITEM 3.3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our discussion below in this Item 3 is based upon the more detailed discussions of our market risk and related matters included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, under Item 7A of that Form 10-K. Our discussion here focuses on the period ended July 5,October 4, 2015, and any material changes from (or other important intervening developments since the time of) the information discussed in that Form 10-K. This discussion should be read in conjunction with that Form 10-K for more detailed and background information.

At July 5,October 4, 2015, we recognized a $20.2$28.6 million decrease in our foreign currency translation adjustment account compared to December 28, 2014, primarily because of the strengthening of the U.S. dollar against certain foreign currencies, particularly the Euro and Australian dollar.

Sensitivity Analysis. For purposes of specific risk analysis, we use sensitivity analysis to measure the impact that market risk may have on the fair values of our market sensitive instruments.

To perform sensitivity analysis, we assess the risk of loss in fair values associated with the impact of hypothetical changes in interest rates and foreign currency exchange rates on market sensitive instruments.

Because the debt outstanding under our Syndicated Credit Facility has variable interest rates based on an underlying prime lending rate or LIBOR rate, we do not believe changes in interest rates would have any significant impact on the fair value of that debt instrument. Changes in the underlying prime lending rate or LIBOR rate would, however, impact the amount of our interest expense. For a discussion of these hypothetical impacts on our interest expense, please see the discussion in Item 7A of our Annual Report on Form 10-K for the year ended December 28, 2014.

As of July 5,October 4, 2015, a 10% decrease or increase in the levels of foreign currency exchange rates against the U.S. dollar, with all other variables held constant, would result in a decrease in the fair value of our financial instruments of $10.1$11.1 million or an increase in the fair value of our financial instruments of $8.3$9.0 million, respectively. As the impact of offsetting changes in the fair market value of our net foreign investments is not included in the sensitivity model, these results are not indicative of our actual exposure to foreign currency exchange risk.

ITEM 4.CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Act”), pursuant to Rule 13a-14(c) under the Act. Based on that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PARTII - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are subject to various legal proceedings in the ordinary course of business, none of which is required to be disclosed under this Item 1.

ITEM 1A.RISK FACTORS

There are no material changes in risk factors in the secondthird quarter of 2015. For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table contains information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the quarter ended July 5, 2015:

⁽¹⁾The monthly periods identified above correspond to the Company’s fiscal second quarter of 2015, which commenced April 6, 2015 and ended July 5, 2015.

⁽²⁾ In 2014, the Company announced a program to repurchase up to 500,000 shares of common stock per fiscal year, commencing with the 2014 fiscal year.

⁽³⁾ Includes certain shares acquired by the Company from employees to satisfy income tax withholding obligations in connection with the vesting of previous grants of restricted stock.

ITEM 3.DEFAULTS UPONSENIOR SECURITIES

None