8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  May 21, 2009

_____________________________

       INTERFACE, INC.      

(Exact name of Registrant as Specified in its Charter)

Georgia	000-12016	58-1451243
(State or other Jurisdiction of incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (770) 437-6800

                                    Not Applicable                               

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 21, 2009, the Company’s shareholders approved an amendment and restatement of the Interface, Inc. Executive Bonus Plan.  (The amended and restated plan was adopted by the Company’s Board of Directors on February 25, 2009, subject to shareholder approval.)  A description of the Interface, Inc. Executive Bonus Plan, as amended and restated (the “Executive Bonus Plan” or the “Plan”), is provided below, and a copy of the Plan is attached hereto as Exhibit 99.1.

The purposes of the Plan are to support the Company’s ongoing efforts to attract, retain and develop exceptional executive talent and to enable the Company to provide incentives directly linked to the Company’s objectives.  The amended and restated Plan is substantially similar to the former Executive Bonus Plan which was approved by the shareholders in 2004.  (The new Plan replaces the former Executive Bonus Plan.)  The Company’s shareholders approved the Plan solely for the purpose of ensuring that bonuses paid to the Company’s chief executive officer and its four other most highly compensated executive officers (potential “Section 162(m) Officers”) are fully deductible for tax purposes by the Company without regard to the limitations of Section 162(m) of the Internal Revenue Code.

The Plan will be administered by the Compensation Committee of the Board of Directors, which has full discretionary authority in all matters relating to the discharge of its responsibilities and the exercise of its authority under the Plan.  All decisions of the Compensation Committee and its actions with respect to the Plan will be final, binding and conclusive.  The Plan applies to executive officers of the Company.  The Compensation Committee will determine which of the Company’s executive officers will participate in the Plan for each performance period.  The Compensation Committee specifically identifies any participants who it determines are Section 162(m) Officers with respect to each performance period.

The Compensation Committee will establish the commencement date and end date for each “performance period” during which corresponding performance objectives must be met.  The Compensation Committee will grant awards under the Plan for each performance period at such time as it deems appropriate; provided, that, awards to Section 162(m) Officers are made no later than 90 days after the first day of each performance period.  Potential bonuses payable under the Plan will be tied to the attainment of specified performance objectives, are not related to past performance, and are stated as a percentage of each participant’s base salary.  Performance objectives may relate to attainment by the Company or a subsidiary or business unit of specified levels or increases in any or all of the following:  operating income, cash flow, reduction of off-quality and waste, return on equity, earnings per share, total earnings, return on capital, return on assets, earnings before interest and taxes, gross margin, economic value added, sales, the fair market value of the Company’s common stock, improvement in fixed charge coverage ratio, debt reduction and/or cash accumulation, or measurable financial criteria associated with credit facility, bond indenture or other covenants.  In addition, as to participants who are not Section 162(m) Officers, the Committee may establish other performance objectives, including goals relating to individual performance and non-financial objectives.

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The Compensation Committee will determine the extent to which the performance objectives for the corresponding performance period have been attained and determine the actual bonus amount payable to each participant in accordance with the awards established for the performance period.  The Compensation Committee may not increase the amount of a Section 162(m) Officer’s bonus for any reason.  Subject to the foregoing, the Compensation Committee will have the authority, in its sole discretion, to adjust the bonus payable to any participant based on individual or Company performance factors during the performance period that the Compensation Committee deems relevant.

The Board of Directors may terminate the Plan at any time and may, from time to time, amend the terms of the Plan; provided, however, that no such amendment shall adversely affect any right of a participant with respect to any award previously made, and provided further that no amendment that requires shareholder approval for the Plan to continue to comply with Section 162(m) shall be effective absent shareholder approval.  To the extent required under Section 162(m) of the Internal Revenue Code, the Plan will again be submitted to shareholders for approval after five years.

ITEM 7.01    REGULATION FD DISCLOSURE.

Attached hereto as Exhibit 99.2 is a copy of written materials that may be used by Messrs. Daniel T. Hendrix and Patrick C. Lynch, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, in presentations to investors and potential investors.  Whether or not the information set forth therein is properly considered to be material, we have elected, in this instance, to make the information available generally to all persons who might consider it to be useful for their respective purposes.  The information includes certain non-GAAP measures.  Reconciliations of the respective non-GAAP measures to the most comparable GAAP measures are contained in the materials.

            The information set forth in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 

ITEM 8.01    OTHER EVENTS.

On May 28, 2009, the Company issued a press release announcing that it had commenced a private offering of $150,000,000 aggregate principal amount of Senior Secured Notes due 2013.  A copy of the press release is attached hereto as Exhibit 99.3 to this Report and is incorporated herein by reference.

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ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits.

Exhibit No.	Description
99.1	Interface, Inc. Executive Bonus Plan, adopted on February 25, 2009.
99.2	Investor Presentation dated May 2009 (furnished pursuant to Item 7.01 of this Report).
99.3	Press Release of Interface, Inc., dated as of May 28, 2009, announcing commencement of private debt offering.

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 hereunto duly authorized.

	INTERFACE, INC.
By:	/s/ Patrick C. Lynch                                                Patrick C. Lynch Senior Vice President
Date:                      May 28, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Interface, Inc. Executive Bonus Plan, adopted on February 25, 2009.
99.2	Investor Presentation dated May 2009 (furnished pursuant to Item 7.01 of this Report).
99.3	Press Release of Interface, Inc., dated as of May 28, 2009, announcing commencement of private debt offering.

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EX-99.1

INTERFACE, INC.

EXECUTIVE BONUS PLAN

1. PURPOSE.

              The purpose of the Interface, Inc. Executive Bonus Plan is to provide bonus compensation opportunities which support the Company’s on-going efforts to attract, retain and develop exceptional executive talent and which provide incentives directly linked to the Company’s business objectives. The Plan is intended to meet the requirements for "qualified performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended.

2. DEFINITIONS.

The following capitalized terms, as used herein, shall have the following meanings:

(a) "Annual Base Salary" shall mean: (i) with respect to any Participant other than a Section 162(m) Officer, the base salary paid to such Participant during any Performance Period (up to a maximum of one year’s base salary paid); and (ii) with respect to any Section 162(m) Officer, the annual rate of base salary of such Section 162(m) Officer in effect on the first day of any Performance Period.

(b) "Award" shall mean an incentive compensation award, granted pursuant to the Plan, which is contingent upon the attainment of Performance Goals with respect to a Performance Period.

(c) "Board" shall mean the Board of Directors of Interface.

(d) "Change in Control" shall mean the occurrence of an event described in Section 5(d) hereof.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Committee" shall mean a committee of the Board as described in Section 3 hereof.

(g) "Company" shall mean, collectively, Interface and its direct and indirect subsidiaries.

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(i) "Interface" shall mean Interface, Inc., a Georgia corporation.

(j) "Participant" shall mean an executive officer of the Company who is, pursuant to Section 4 of the Plan, selected to participate in the Plan.

(k) "Performance Goal" shall mean the criteria and objectives, determined by the Committee, which must be met during the applicable Performance Period as a condition of the Participant's receipt of payment with respect to an Award.  Performance Goals may relate to attainment by the Company or a subsidiary or business unit of specified levels or increases in any or all of the following: (i) operating income; (ii) cash flow, (iii) reduction of off-quality and waste; (iv) return on equity; (v) earnings per share; (vi) total earnings; (viii) return on capital; (ix) return on assets; (x) earnings before interest and taxes; (xi) gross margin; (xii) economic value added; (xiii) sales; (xiv) the fair market value of Interface’s common stock; (xv) improvement in fixed charge coverage ratio; (xvi) debt reduction and/or cash accumulation; or (xvii) measurable financial criteria associated with credit facility, bond indenture or other covenants.  In addition, with respect to Participants who are not Section 162(m) Officers, the Committee may establish other Performance Goals, including goals relating to individual performances and non-financial objectives.

                    (l) "Performance Period" shall mean the Company's fiscal year or such other time period determined by the Committee during which Performance Goals are to be met.

(m) "Plan" shall mean the Interface, Inc. Executive Bonus Plan.

                    (n) "Section 162(m) Officer" shall mean an officer of the Company who, in the Committee's determination made at the time of any Award, is or may become a "covered employee" as defined in Section 162(m) of the Code and the regulations thereunder.

3. ADMINISTRATION.

(a) GENERAL. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to the express provisions of the Plan, to administer the Plan and to exercise all the powers and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation: the authority to grant Awards; to determine the persons to whom, and the time or times at which, Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals, relating to any Award; to determine the commencement date and end date for each Performance Period; to determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, or surrendered; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules, regulations and procedures relating to the Plan; to determine the terms and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, the Participant (or any person claiming any rights under the Plan from or through any Participant) and any shareholder.

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(b) MEMBERS. The Committee shall consist of two or more members of the Board, each of whom shall be an "outside director" within the meaning of Section 162(m) of the Code. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

(c) LIABILITY. No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

4. ELIGIBILITY.

The Committee shall select which executive officers of the Company are to participate in the Plan for a Performance Period. In selecting the officers of the Company who are eligible to participate in the Plan and in establishing the terms of Awards granted to such Participants, the Committee may accept such recommendations of the senior management of the Company as it deems appropriate.  The Committee shall specifically identify any Participants who it determines are Section 162(m) Officers with respect to each fiscal year.

5. TERMS OF AWARDS.

(a) IN GENERAL. The Committee shall grant awards under the Plan for each Performance Period at such time or times as it deems appropriate; provided, Awards to Section 162(m) Officers shall be made not later than 90 days after the first day of each Performance Period. Awards shall be expressed as a percentage of a Participant's Annual Base Salary. The Committee shall specify the Performance Goals applicable to each Award, as well as the percentage of the Award assigned to each Performance Goal. The terms of an Award may contain a range of target levels so that a Participant who fails to achieve the maximum target level for a Performance Goal may still earn a portion of the potential bonus related to such Performance Goal. The terms of an Award to a Section 162(m) Officer must state an objective formula or standard for determining the amount of compensation payable to the Participant. The maximum amount of compensation that may be paid to any Participant with respect to any fiscal year under any and all Awards is $1,850,000.Unless otherwise provided by the Committee in connection with the termination of employment of a Participant due to death or disability prior to the last day of a Performance Period, or except as set forth in Section 5(d) hereof, payment in respect of Awards to a Section 162(m) Officer shall be made only if and to the extent the Performance Goals with respect to such Performance Period are attained and the Participant is employed by the Company on the last day of the Performance Period. Awards granted pursuant to the Plan shall be evidenced in the minutes of the Committee or in such other written form as the Committee shall determine appropriate.

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(b) CERTIFICATION OF PERFORMANCE CRITERIA. After the end of each Performance Period, the Committee shall determine the extent to which the Performance Criteria have been achieved for that Performance Period and shall approve the compensation to be paid to each Participant. The Committee in its sole discretion (but subject to any contractual rights of the executive) may reduce, but not increase, the amount of compensation that otherwise would be payable under the Plan to a Section 162(m) Officer if the Committee determines such reduction to be appropriate based on personal, corporate or other factors that the Committee deems appropriate. With respect to Participants other than Section 162(m) Officers, the Committee may take into account such factors (including, without limitation, individual job performance, the effect of unanticipated events on the Company's financial performance or other subjective criteria) as it deems appropriate in determining the degree to which the Performance Criteria have been satisfied (or were reasonable under the circumstances) and in determining the amount of compensation payable to any such Participant.

(c) TIME AND FORM OF PAYMENT. Unless otherwise determined by the Committee, all payments in respect of Awards granted under this Plan shall be made in cash within a reasonable period after the end of the Performance Period, subject to deferral as provided by the Committee or under any applicable deferred compensation plan of the Company.

(d) CHANGE IN CONTROL. Notwithstanding any other provision of the Plan to the contrary, if, while any Awards remain outstanding under the Plan, a "Change in Control" of Interface shall occur, the Performance Period(s) outstanding at the time of such Change in Control shall be deemed to have been completed, the maximum level of performance set forth under the respective Performance Goals shall be deemed to have been attained and a pro rata portion (based on the number of full and partial months that have elapsed with respect to such Performance Period) of each outstanding Award granted to each Participant for the outstanding Performance Period shall become immediately payable in cash to each Participant.  For purposes of this Section 5(d), a Change in Control of Interface shall occur upon the happening of the earliest to occur of the following:

(i) During such period as the holders of Interface's Class B common stock are entitled to elect a majority of Interface's Board, the Permitted Holders (as defined below) shall at any time fail to be the "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the majority of the issued and outstanding shares of the Class B common stock;

(ii) At any time during which the holders of Interface's Class B common stock have ceased to be entitled to elect a majority of Interface's Board, the acquisition by any "person," entity, or "group" of "beneficial ownership" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and rules promulgated thereunder) of more than 30 percent of the outstanding capital stock entitled to vote for the election of directors ("Voting Stock") of (A) Interface, or (B) any corporation which is the surviving or resulting corporation, or the transferee corporation, in a transaction described in clause (iii)(A) or (iii)(B) immediately below;

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(iii) The effective time of (A) a merger, consolidation or other business combination of Interface with one or more corporations as a result of which the holders of the outstanding Voting Stock of Interface immediately prior to such merger or consolidation hold less than 51 percent of the Voting Stock of the surviving or resulting corporation, or (B) a transfer of all or substantially all of the property or assets of the Company other than to an entity of which Interface owns at least 51 percent of the Voting Stock, or (C) a plan of complete liquidation of Interface; and

(iv) The election to the Board, without the recommendation or approval of Ray C. Anderson if he is then serving on the Board, or, if he is not then serving, of the incumbent Board, of the lesser of (A) four directors, or (B) directors constituting a majority of the number of directors of Interface then in office.

As used herein, "PERMITTED HOLDERS" shall mean any of (1) Ray C. Anderson, Daniel T. Hendrix, John R. Wells, Raymond S. Willoch, Robert A. Coombs, Patrick C. Lynch, Carl I. Gable, Lindsey K. Parnell and J. Smith Lanier, II, provided that, for purposes of this definition, the reference to each such individual shall be deemed to include the members of such individual's immediate family, such individual's estate, and any trusts created by such individual for the benefit of members of such individual's immediate family.

6. GENERAL PROVISIONS.

(a) NONTRANSFERABILITY. Awards shall not be transferable by a Participant except by will or the laws of descent and distribution.

(b) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in any Award or other agreement entered into pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or such other agreement or to interfere with or limit in any way the right of the Company to terminate such Participant's employment.

(c) WITHHOLDING TAXES. The Company shall have the right to withhold the amount of any taxes that the Company may be required to withhold before delivery of payment of an Award to the Participant or other person entitled to such payment, or to make such other arrangements for the withholding of taxes that the Company deems satisfactory.

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(d) AMENDMENT, TERMINATION AND DURATION OF THE PLAN. The Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Code Section 162(m) shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant, without such Participant's consent, under any Award theretofore granted under the Plan. To the extent then required under Section 162(m) of the Code, the Plan shall again be submitted to the shareholders of the Company for approval no later than the first shareholder meeting that occurs in the fifth year following the year in which the shareholders first approve the Plan.

(e) PARTICIPANT RIGHTS. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment for Participants.

(f) GOVERNING LAW. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Georgia without giving effect to the conflict of laws principles thereof.

(g) EFFECTIVE DATE. The Plan shall take effect upon its adoption by the Board; provided, however, that the Plan shall be subject to the requisite approval of the shareholders of the Company to the extent required under Section 162(m) of the Code.

(h) BENEFICIARY. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the Participant's estate shall be deemed to be the Participant's beneficiary.

(i) INTERPRETATION. The Plan is designed and intended to comply, to the extent applicable, with the requirements for qualified performance-based compensation under Section 162(m) of the Code, and all applicable provisions hereof shall be construed in a manner to so comply. The Plan is also intended to comply, to the extent applicable, with the requirements of Section 409A of the Code, and all applicable provisions hereof shall be construed in a manner to so comply.

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EX-99.2

Investor Presentation
May 2009

2

This presentation contains forward-looking statements, including, in particular, statements about
Interface’s plans, strategies and prospects. These are based on the Company’s current assumptions,
expectations and projections about future events.

Although Interface believes that the expectations reflected in these forward-looking statements are
reasonable, the Company can give no assurance that these expectations will prove to be correct or that
savings or other benefits anticipated in the forward-looking statements will be achieved. Important
factors, some of which may be beyond the Company’s control, that could cause actual results to differ
materially from management’s expectations are discussed under the heading “Risk Factors” included
in Item 1A of the Company’s most recent Annual Report on Form 10-K, filed with the Securities and
Exchange Commission, which discussion is hereby incorporated by reference. Forward-looking
statements speak only as of the date made. The Company assumes no responsibility to update or
revise forward-looking statements and cautions listeners and conference attendees not to place undue
reliance on any such statements.

Forward Looking Statements

3

Daniel Hendrix

§President and Chief Executive Officer

Patrick Lynch

§Senior Vice President and Chief Financial Officer

Presenters

Company Overview

5

Investment Highlights

§Interface is the largest manufacturer of modular carpet in the world, with 35%
market share, and some of the most recognized brands

§Interface is the only global manufacturer with a presence on four continents

§Interface serves diversified end markets, with the non-office market representing
almost 40% of the overall business

§Interface has been focused on organic growth of its modular business and debt
paydown

§Substantial liquidity position

-Undrawn ABL Revolver and European Credit facility utilized for LCs and working
capital needs

§Management committed to conservative financial policies

6

Current Realities Facing our Business

§Our operating structure was built for a $1 billion+ revenue base, which has now been
right-sized to meet current demand

§A continued secular shift to carpet tile in non-corporate commercial markets
represents a partial hedge against the declining office market

§Our operating philosophy in the current under capitalized global carpet industry is to
take market share, particularly in Europe, through our superior global position

§Raw material pricing should continue to be favorable due to lower demand and lower
inputs costs, which will help offset margin erosion due to underabsorption

§Foreign exchange rates are moving in an unfavorable direction, however, our local
manufacturing footprint creates a competitive advantage against importers

7

Interface Brands - Most Recognized in the Industry

8

High Margin, Low Capital Requirements and Enhanced Liquidity

First Mover in Sustainability

Rapid Innovation, Leading Brands and Designs

Global Make-to-Order Manufacturing and Local Distribution

Leading Position
in Modular Carpet

Global Capabilities
with Expanding
Position in
Emerging Markets

Broadened Reach
with Residential
Modular Carpet

Offering

Segmented Sales
Portfolio with
Diversified End
Markets

Strengths

Interface Strengths and Value Drivers

9

4

1

2

3

5

6

7

MODULAR carpet means NO glue,
NO pad

MODULAR lowers the cost of
change

MODULAR produces less waste

MODULAR means faster and more
profitable installations for
contractor

MODULAR is easier to reconfigure
and maintain

MODULAR means creative design
freedom

MODULAR is easily recycled and
repurposed

Modular Carpet is Becoming the Category for
Commercial Flooring - Secular Shift

Modular Core

Easy

Repairs

11

Modular Carpet Represents 91% of Interface

Divested
Raised
Access
Flooring

Divested
European
Fabrics

Divested

N. American

Fabrics

Divested

European

Broadloom

Divested
Installation &
Maintenance

Sales by Business Type

Divested
Vinyl

Matting

Modular Core

Divested $500M in Revenue Base and

Replaced with Organic Modular Sales
Growth

12

98% Commercial
2% Residential

70% Corporate Office
30% Non-Corporate Office

90% Refurbishment
10% New Construction

95% Commercial
5% Residential

60% Corporate Office
40% Non-Corporate Office

90% Refurbishment
10% New Construction

Modular Core

Over the Past Five Years, Interface Has Focused
on its Core Modular Business

13

Source:Invista, Carpet and Rug Institute, Catalina Research Inc., U.S. Flooring Forecast and management estimates

§Preferred interior design element

§“Becoming the Flooring of Choice”

§Random products merge design with
function

§Sustainability drives recycled and
repurposed products

§Stressed the functionality
of modular carpet

§Exploited the benefits of
modular vs. broadloom

§Limited application and
design

§Open office plans emerge

Pioneering Stage

Functionality Stage

Secular Shift

2008 Total U.S. Specified

Commercial Carpet Market = $3.0B

§Celebrating the square

§Sustainability is introduced

§Pattern by tile

Liberation of Design

2020P Total U.S. Specified

Commercial Carpet Market = $3.8B

2.0%

CAGR

2008

34% Penetration

2020P

60% Penetration

U.S. Modular Carpet Sales

Specified Commercial Market

($ in millions)

What if modular
carpet reached
60% market
share of the
commercial
market by 2020?

Modular Core

2004

26% Penetration

Functionality and Design Create a Secular Shift
From a Niche to a Category

14

Source:2007 Floor Focus Magazine.

U.S. Floorcovering Opportunity

2008 Specified Commercial Market

$1B

50%

26%

Carpet

Tile

Penetration

$2B

U.S. Commercial Market Opportunity

$3B

34%

Carpet

Tile

Penetration

Carpet Tile

Other Floor Coverings

($ in Billions)

Floor Focus Top 250 Design Survey 2008:

Hot Products

Modular Core

Source:Invista, Carpet and Rug Institute, Catalina Research Inc., U.S. Flooring Forecast and management estimates

15

Carpet Tile Penetration of the European Contract Soft Flooring Market

There is significant opportunity for growth as Interface continues to penetrate major markets across
Europe

~26% Penetration

of theEuropean

Commercial Market

Note: WEUR = BEN and UK/Ireland; CEUR includes Germany; SEUR includes France

Source:BMW Associates and management estimates

German market poised
for considerable carpet
tile expansion

European Market Opportunity

36%

9%

34%

33%

22%

(millions of square meters)

Modular Core

(millions of square meters)

German Market

16

Carpet Tile Penetration of the Asia-Pacific Commercial Carpet Market

Strong penetration of Chinese and Japanese markets with significant opportunity for growth in other
major Asian and Australian markets

~34% Penetration

of the Asia-Pacific

Commercial Market

(excluding Japan)

Source:BMW Associates and management estimates

Asia-Pacific Market Opportunity

(millions of square meters)

25%

40%

25%

39%

70%

26%

24%

Modular Core

Only 15% penetration of
Specified Commercial
Carpet Market in China

17

Corporate
Office

Government

Religious
Establishments

Hospitals

Medical Office
Buildings

Hotels/Resorts

Casinos

Stores

Malls

K-12

Colleges &
Universities

Assisted

Living

Boutique

Turnkey

Solutions

Segmented Commercial Market Approach

Institutional

Healthcare

Hospitality

Retail

Education

Commercial Segmentation

Financial
Service

Fortune 1000

Main

Street

Segmentation

18

Strong Growth from Non-Corporate Segments

Segmentation

Only 50% of the

overall business

Over 35% of

our business

Gross Billings from Non-Corporate Office Segments

16% Growth

(Institutional, Healthcare, Hospitality, Retail, Education)

Non-Corporate Office Growth Comparison by Segment

Gross Billings from Mature Corporate Office

20% Growth

Mature Corporate Office Growth Comparison by Geography

6% Decline

12% Growth

(excludes Emerging Office Markets)

(excludes Emerging Office Markets)

* Growth due to CVS acquisition of Albertson’s drug
stores

*

8% Decline

2% Decline

19

United States Stimulus Package

ReportedStimulus by Markets

Source: McGraw Hill Construction

Segmentation

20

Corporate Office Segment

Segmentation

21

Retail

Segmentation

22

Higher Education

K-12 Education

Education

Segmentation

23

Healthcare

Segmentation

24

Public Spaces

Library

Government

Segmentation

25

Hospitality

Segmentation

26

Hospitality - - Interface Hospitality Installations

Segmentation

27

Successfully Penetrating Emerging Markets

Emerging
Markets

Emerging Markets

Gross Billings from Emerging Markets

Emerging Market Growth Comparison by Geography

38% Growth

10% Growth

9% Decline

Represents 10%
of our business

28

Carpet Tile

<1%

FLOR Sales by Channel

FLOR is Creating a Category:
“Modular Carpet for the Home”

↑ 44%

↑ 4%

↑ 39%

Carpet Tile Penetration of the $11B

U.S. Residential Floorcovering Market

↑ Online Sales

Y-o-Y Growth

Residential
Opportunity

Area Rugs

41%

Other

Floorcoverings

58%

↑ 2%

Online Sales up 9% in Q1 2009 vs. Q1 2008

29

FLOR is Expanding its Online and Retail Presence

Residential
Opportunity

FLOR Catalog and Online Sales

FLOR Retail Presence

30

Modular Goes in the Home

Residential
Opportunity

31

Global Manufacturing Capabilities and Local
Distribution

N. Ireland

Picton,
Australia

Manufacturing Facility

LaGrange,
Georgia

Americas

55% of Sales

50% of Production

Europe

34% of Sales

34% of Production

Asia-Pacific

11% of Sales

16% of Production

Note: Figures represent FYE 2008

Global Make-to-Order

Value Drivers

32

1.Increases speed to market

2.Promotes innovation

3.Offers unique custom product
capabilities

4.Supports a constant flow of new
products

5.Offers sales force the opportunity to
visit the customer with new products

6.Decreases lead time to customers

7.Increases inventory turns

The Made-to-Order ADVANTAGE

Interface Modular Businesses

2008 Make-to-Order % and Inventory Turns

Interface is the ONLY company with a “make-to-order” approach to the market

75% TARGET Level

Strong Competitive Advantage Through
Make-to-Order Philosophy

Note: Figures represent FYE 2008

Global Make-to-Order

Value Drivers

Make-to-Order %

Inventory Turns

33

Interface Innovation

1.INVENTED carpet tile in Europe (1950s) and PIONEERED the modular concept
In the U.S. (1970s)

2.FIRST to move away from the monolithic broadloom look for carpet tile

3.FIRST to introduce a make-to-order offering

4.FIRST in the industry to recognize the importance of sustainability

5.FIRST to introduce 100% post-consumer recycled backing

6.FIRST to introduce modular products designed to be installed randomly

7.EARLY adopter in the residential market

8.FIRST to introduce a “glueless” installation - TacTiles

9.FIRST to introduce post-consumer recycled content face yarns

10.FIRST to introduce moisture vapor barrier

Interface Leads with INNOVATION

Value Drivers

Innovation & Design

34

TacTiles Sales Exceed $2 Million as We Drive
“Glueless” Installation Exclusive to Interface

Value Drivers

($ in mms)

* Includes TacTiles and TacTiles dispensers

$0.2

$1.2

$2.1

Sales of TacTiles

Benefits of TacTiles

§Patented No Glue / No VOCs installation
system

§25% of current orders include TacTiles

§High margin product

§Leading to other new innovations - Moisture
Guard 2.0

§Outside distribution protects our share of
new channels that switch to “glueless”
installation

Innovation & Design

35

Market Leader in Product DESIGN and FASHION

Value Drivers

Innovation & Design

36

Brands that Deliver Our Promise of High End
Functionality, Quality and Design

Source: 2008 Floor Focus Magazine (U.S. Market)

Interface Rated the “Best

Overall Business Experience”
for the 5th

Year in a Row

Favorite Carpet Manufacturers

Service

Quality

Design

Performance

Value

Value Drivers

Innovation & Design

37

Interface Continues to be Recognized as the
Leader in Sustainability

Sustainability

2008 GlobeScan Survey of Sustainability Experts

Floor Focus Green Leaders 2008

Source: 2008 Floor Focus Magazine (U.S. Market)

§Employee programs

§NGO partnerships

§Policy working groups

§Standards development groups

Interface received

“Green Kudos”

for closed loop processes

and recycled content

Value Drivers

Stakeholder Engagement

MissonZero.org

Interface was again

named the top company

above companies like BP, General

Electric, Shell and Toyota

that comes to mind as fulfilling

their responsibility to society

better than others.

38

Interface Continues to be Recognized as the
Leader in Sustainability

Sustainability

Value Drivers

§Product/Process Innovation:

–Random Carpet Tile Patent

–TacTiles

–Cool Blue (100% Recycled Backing)

–Cool Carpet (Climate Neutral)

–Landfill Gas Project

–LEED innovation credits

–ReEntry Process (post-consumer content
recycled face yarn)

§The Federal Stimulus bill will provide potential
opportunities for funding of corporate research and
development incentives for projects focused on
renewable energy and carbon reductions

Sustainability-Focused Innovation

Greenhouse Gas Emissions

(metric tons of CO2 equivalent in thousands)

Energy from Renewable Resources at Carpet Manufacturing
Facilities (percent of total energy use)

28%

Absolute GHG emissions have been reduced by 34% and further offset by an

additional 37% as a result of company owned GHG projects.

39

ReEntry and Cool Blue

ReEntry

Cool Blue

Sustainability

Value Drivers

40

Right-sizing our Business

Profitability

Value Drivers

Interface Headcount

↓ 530

Employees

↓ 290

Employees

Cost Savings Initiatives

↓ 35%

↓ 10%

41

Downsizing Bentley Prince Street to Breakeven

Profitability

Value Drivers

Net Sales and Operating Income

Current Realities

Net Sales

Operating Income % of Net Sales

§Contracting broadloom market - particularly high-end

§Non-cash goodwill charge of $61.2 million in 2008 due to
revised projections and declining valuations of market
comparables

§Operating efficiency challenges resulting from declining
revenue base

Profitability Protection

§Realigned business to $100 million breakeven point:

-Reduced headcount by 157 employees (30%)

-Implemented expense reduction and manufacturing
efficiency initiatives that are expected to yield $7
million in annualized savings

-Anticipated raw materials savings of almost $3 million

-Realigned product portfolio and rationalized
manufacturing operations

Breakeven Net Sales

($ in millions)

Financial Overview

43

Net Sales and Adjusted EBITDA*

(Continuing Operations)

Consolidated Financial Results

($ in millions)

Adjusted EBITDA

Net Sales

* See page 48 for a reconciliation of Adjusted EBITDA

44

Net Sales

Gross Profit and

Gross Profit % of Net Sales

Net Sales

Gross Profit

Gross Profit % of Net Sales

Interface Financial Results From Continuing Operations

45

SG&A Expense and

SG&A % of Net Sales

Adjusted Operating Income* and

Adjusted Operating Income % of Net Sales

SG&A Expense

SG&A % of Net Sales

Reported Operating Income

Restructuring Charges

Loss on Disposal ($1.9m)

Operating Income % of Net Sales

Goodwill Impairment

Decline in Insurance Value ($2.8m)

* See page 48 for a reconciliation of Adjusted Operating Income

Interface Financial Results From Continuing Operations

46

§Protect profitability - expect to generate $35-$50 million of cash
from operating activities in 2009

§Reduce capital spending to $10 million - maintenance capital
expenditures only or a payback period of one year or less

§Continue to maximize working capital including DSO contraction and
increased inventory turns

Interface Liquidity Strategy

Capital Expenditures

Working Capital Ratios

Interface Liquidity Strategy

Capital Expenditures

Depreciation &

Amortization

Liquidity Position

U.S. Cash Position

International Cash Position

Availability Under U.S. and

International Revolvers*

$207.7

$160.1

$157.0

* Q1 2009 revolver availability includes the €32 million ($42 million) European credit facility effective May 1, 2009

$156.1

47

Key Credit Statistics*(All data excludes the Fabrics Division sold in 2007)

Ending Cash Balance

* See page 48 for a reconciliation of Net Debt and Adjusted EBITDA

48

Appendix: Reconciliation of Non-GAAP Financial Measures

Net Debt (pg. 47)

Adjusted Operating Income (pg. 45)

Adjusted EBITDA (pg. 43 and 47)

EX-99.3