Kathy Liebmann – Director IR Kurt Darrow – President & CEO Mike Riccio – SVP & CFO

Budd Bugatch - Raymond James Matt McCall – BB&T Capital

Welcome to the La-Z-Boy Incorporated fiscal 2009 third quarter conference call. (Operator Instructions) It is now my pleasure to introduce your host, Kathy Liebmann, Director, Investor Relations, and Corporate Communications for La-Z-Boy Incorporated.

Good morning everyone and thank you for joining us on this morning’s call to discuss our fiscal 2009 third quarter results. With us today are Kurt Darrow, La-Z-Boy’s President and Chief Executive Officer and Mike Riccio our Chief Financial Officer. Kurt will begin today’s call and then Mike will speak about the financials and the more unusual items of the quarter. Following Kurt’s concluding remarks we will open the call to questions. These regular quarterly investor conference calls are one of La-Z-Boy’s primary vehicles to provide guidance and to communicate with investors about the company’s current operations and future prospects. We will make forward-looking statements during this call, so I will repeat our usual Safe Harbor remarks. While these statements reflect the best judgment of management at the present time, they are subject to numerous future risks and uncertainties as detailed in our regular SEC filings and they may differ materially from actual results due to a wide range of factors. We undertake no obligation to update any forward-looking statements made during this call. And with that, let me turn over the call to Kurt Darrow, La-Z-Boy’s President, and Chief Executive Officer.

Thank you Kathy, good morning everyone. Yesterday afternoon we reported our third quarter results which included a number of large and unusual primarily noncash charges. These charges clouded the company’s actual operating performance in what continues to be a very difficult environment due to macroeconomic conditions. Mike will walk you through the various charges in just a moment, but before that I want to make several points which I believe speak to the progress we’ve made in changing our operating model and how those changes position us to weather the storm and operate efficiently in this environment. First without the various noncash charges, an $85 million or 23% decline in sales, our adjusted operating loss was limited to $5.4 million. Second we generated $28 million in cash from operations during the period even though our inventories increased 3%. Third we paid down our debt by $28 million. Over the past 12 months we have decreased our total debt by more then $60 million. And finally we believe we have the ability and resources to navigate through the changing marketplace. We have over $300 million in tangible net assets and with the many changes made to our business model over the past several years, we have built a strong and competitive infrastructure, one that requires minimal capital expenditures in the foreseeable future. Importantly we will continue to make the necessary changes to our business structure and property position La-Z-Boy for success in what we believe will be a protracted recession. I will turn the call over to Mike now so he can walk through the various charges for this quarter.

Thank you Kurt, we reported net sales of $288.6 million, down 22.7% from year ago levels and a net loss of $1.25 per share. Let me comment on the unusual items for the period so you can understand how we get to the adjusted operating loss of $5.4 million. I would like to note that we included a chart in our press release to illustrate the impact of the various noncash accounting charges and adjustments. These adjustments are in dollar terms rather then per share terms as it is difficult to apply our current effective tax rate to the charges to calculate a per share figure. Due to the dramatic changes in the stock and credit markets the impact of the economic conditions to our business and the condition of the banking industry and the overall squeeze on global liquidity the pressure on our long-lived assets and intangible assets has grown. With our market cap below the company’s book value the requirements to test the valuation of our intangible assets was triggered earlier then our usual fourth quarter annual testing. The result has been a significant impairment of our goodwill and trade name valuations mainly due to the decrease in our market capitalization over the past couple of months, our discount rate increased when calculating our enterprise value using the discounted cash flow methodology. This was the largest factor in the impairment charge during the quarter. In addition the significant reduction in our market capitalization caused us to test the recoverability of our long-lived assets. The result was an impairment of some of our fixed assets in our retail group. For the quarter we had an intangible write-down of $46 million and a $7 million impairment of property, plant, and equipment. After recording these impairments the remaining balance of our goodwill and trade names not including our VIEs, is $3.1 million. We believe that any future impairment of our property, plant, and equipment will be minimal as well as any future impairment of our remaining trade names. In the other income expense line we had one of the most significant illustrations of what the stock market has done over the past 12 months. In the third quarter of fiscal 2008 our investments in one of our [Rabbi] trust had unrealized gains of $3.5 million. At that time we decided to realize those gains in order to utilize capital losses we had for tax purposes. This increased our cost basis in those investments since we’ve reinvested those proceeds in the same investments. Over the past year, particularly during the past quarter the market value of those assets has dramatically decreased resulting in a significant unrealized loss of $5.1 million. Since it appears that our losses will be other then temporary as defined by the SEC, and we plan on selling those investments in the near future, we have had to record those unrealized losses as an expense during the current quarter. So we had a $3.5 million of gains in the third quarter of 2008 and a $5.1 million loss in the third quarter of 2009 related to these investments. Regarding the expense taken for bad debts, the credit market as well as the weak retail environment particularly in the Florida, Michigan, and west coast markets, has negatively impacted our expectation to collect on past due accounts and therefore we’ve had to increase our allowance for bad debts. Going forward we will continue to monitor closely the credit of our dealers, in the meantime however we believe our bad debt reserve of $35.8 million is adequate. During the quarter we also had restructuring charges of $2.4 million related principally to severance costs following the employment reductions announced in November and to some extent the closure of one of our Bauhaus Upholstery facilities. And there was one additional item in the quarter which did not impact our consolidated results but effected the segment reporting, because we are bringing in independent dealers for our warehouse system, the reporting of the retail warehouse operations was changed to the upholstery group from the retail group. This resulted in a one time adjustment to La-Z-Boy’s intercompany sales and intercompany profit between the upholstery segment and corporate and other. The entry resulted in a reduction in intercompany sales and operating income for the upholstery segment of $12.1 million and $3.3 million respectively with corresponding offsets recorded in consolidations. Now turning to the balance sheet our debt to capitalization ratio decreased from prior quarter to 22%. Although we paid down our debt by almost $28 million during the quarter our ratio was impacted by the change in shareholders equity driven primarily by the write-down of intangible assets. We decreased our accounts receivable during the period by $43.4 million which includes the $9.4 million of additional reserves. Our inventories did however increase during the period reflecting the long lead times associated with [horn] sourcing. When order rates slowed dramatically back in October we had a lot of product on order and in production overseas. With the 12-week lead supply chain it is difficult to shut it down immediately. We will work to decrease our inventory levels this quarter and our objective is for a reduction of about 10%. In the meantime we have significantly reduced our cash requirements for foreign sourced products over the next 120-day period. Our excess availability under our credit facility at January 24, 2009 was $57.2 million. You should note that our excess availability fluctuates based on our outstanding borrowings, eligible receivables, and inventory, among other factors such as out paying letters of credit. We also had $18.7 million of cash and cash equivalents on the balance sheet. Due to the overall macroeconomic environment and the company’s objective of conserving cash and increasing its financial flexibility the Board of Directors thought it prudent to suspend the company’s quarterly dividend to shareholders. Our tax rate will continue to be impacted by various discrete items and whether or not we will be able to reverse valuation allowances or utilize tax benefits in the future based on our level of income. Our capital expenditures for fiscal 2009 will be in the range of $18 to $20 million. IT upgrades associated with the consolidation of our warehouse as well as our new cut-and-sew center in Mexico are the two strategic projects that CapEx will be allocated to on a go forward basis. We believe that our fiscal 2010 CapEx will be 20% to 30% below our depreciation run rate for 2010. Depreciation and amortization will remain in the $23 to $24 million range. I will now turn back the call to Kurt to talk about the segments.

Clearly this has been a difficult period for everyone operating in our industry. Rising unemployment levels coupled with declining consumer confidence do not bode well for the furniture industry. Last fall when there was a precipitous curtailment of demand following the collapse of the financial and credit markets our management team reacted swiftly and made immediate changes to our operating structure beginning in early November. Every month since then we have continued to make adjustments. Since that time we have removed approximately $60 million of annual structural costs from the business in the form of employment reductions, changes to employee benefit plans, including our bonus programs, 401K matching and profit sharing plan, and the closure of a Bauhaus Upholstery facility. Every person remaining in our organization is focused on customer satisfaction, cost control, and productivity. In our upholstery segment our sales declined 29.5% to $199 million for the quarter and our operating margin was a negative 1%. Had we not had the adjustment to sales and profits resulting from the shift in the warehouse structure, we’d have been profitable even on the significant decline in volume. This is a testament to the many changes we have made to our operating structure not the least of which was the conversion of our La-Z-Boy branded facilities to the cellular production process. Additionally as Mike spoke about earlier we incurred a significant charge for bad debt which primarily related to the upholstery segment and impacted its performance. There are two major strategic initiatives afoot within our upholstery operation, our new cut-and-sew facility in Mexico, and our warehouse system. Last month we opened the Mexican based cut-and-sew facility and I’m pleased to say it opened on time and on budget. Today we have 140 people working there and have hired almost 100 additional people who are going through the process of training. As we shift our entire custom order cut-and-sew operation to Mexico we will continue to see the benefit of the new facility coming through to the bottom line. Once fully transitioned we expect to realize savings of approximately $20 million annually with the full benefit realized in fiscal 2011. The second initiative underway is the rollout of our regional distribution centers to the entire network of La-Z-Boy Furniture Gallery dealers. To date we have brought in six independent dealers representing 12 stores to our warehouse system which as discussed earlier is now managed by our upholstery group. The benefits of taking over the warehouse inventory and delivery functions for the entire network include increasing the base of inventory for our independent dealers, giving them the ability to focus on the front end of their business, decreasing the accounts receivable for the corporation. For fiscal 2009 third quarter same store sales across the network of La-Z-Boy Furniture Galleries stores were down 12.5% reflecting the continued weakness in the furniture space. While this is a difficult operating environment the teams in both the company owned stores and independent dealer stores are working to provide better service to the customer, increasing the average ticket, and strengthening the overall performance of the network. Now let turn to the casegoods segment where we essentially broke even on a 20% decline in sales, we are finding the casegoods business to be particularly challenged in this environment with our customer base placing orders only when they write them rather then warehousing any inventory. Because we are able to deliver product to them in two weeks or less, this is their preferred method of doing business in this environment. Our casegoods team will continue to focus on SKU management and aligning their cost structure with their incoming order rates. In our retail segment we made progress during the quarter, on a 19% decline in sales we decreased our operating loss by $1.4 million compared with last year’s third quarter. But we are still losing money in the segment we are pleased with the improvement made during the short time since our new Chief Retail Office, Mark Bacon, has been at the helm. Mark and his team are completely overhauling the way in which we run our retail business. They are making changes to staffing, management, and compensation plans, while testing new concepts within each four-wall structure to assure that the stores run as efficiently as possible. I am encouraged by Mark and his team’s approach to the business and confident we can continue to see improvements in our performance in spite of the difficult environment. Before I make my concluding remarks I want to draw your attention in case you didn’t see it already to an announcement we made late yesterday of appointing Janet Kerr to our Board of Directors. Janet, a lawyer and professor of law, is an expert on corporate governance matters. She is an entrepreneur and a world-renowned author and lecturer on security matters. In addition to serving as a consultant to the US Department of Commerce in numerous countries, she also sits on the boards of two other companies that were highlighted in the press release. One is a public company and the other is a private clothing retailer. We are delighted to have someone of Janet’s caliber on our Board and I am confident she will make a significant contribution to our company. The trouble in the financial and credit markets and broader economies continue to have a significant impact on our business. In my 30 years with La-Z-Boy I have never seen such a precipitous drop in order rates as we experienced this past fall. Near-term La-Z-Boy will be operating with a lean and efficient platform. The work we have done over the past four years enables us to combine efficient, modern, domestic production with the inherent advantage of speed to market, with a cost benefit of foreign sourced component parts. We have built a competitive infrastructure and one that will need little investment in the near-term. While the past few months have been extraordinary challenging, we are pleased that we were able to generate cash during the quarter, pay down our debt, and are on target to complete our two remaining strategic projects, Mexico, and our regional distribution center system. Over the next quarter we plan to decrease our inventory levels, continue to pay down our debt, and increase the availability on our credit line. As I said earlier, we have done substantial amount of work to our business model and cost structure and we will continue to make whatever changes are necessary to thrive in this challenging environment. By maintaining a focus on our sales process and customer relationships, while aggressively managing our expense structure and balance sheet, we are confident we will play a significant role in the reshaping of the furniture industry by remaining the leading brand in North America. Thank you for being on our call today, and for your interest in La-Z-Boy. We are now ready to take your questions.

(Operator Instructions) Your first question comes from the line of Budd Bugatch - Raymond James Budd Bugatch - Raymond James: I want to make sure I understand the retail Op margin, the warehouse change, you say it effected the upholstery by $3.3 million and $12 million of sales, what impact would it have had if it were accounted for the old way on the retail segment.

We’ve also made a lot of changes within the warehouse structure by eliminating some duplicate cost and taking out some people, so we’re in the middle of that transition at this period of time but obviously some of the savings that we had in the retail section what was attributable to changing the warehouse but I would say its about half and half to some of the other things we’ve done. Budd Bugatch - Raymond James: So about half of the $3 million impact on the upholstery segment is, would have been if you had left under the retail operation, your retail margins would have been $3 million, or $1.5 million less.

No, the $3.3 million is just the, when we sell to our different divisions, we have to account for whatever that profit was in inventory. The $3.3 million is just the [limiting] the profit and inventory. It’s a one-time charge, it has nothing to do with the warehouse operations. That is just moving the inventory back onto upholstery’s books and taking the profit out of the inventory that was in there, that we eliminated in consolidation, that has nothing to do with the operations of the warehouse. The going forward will be what the cost of the operations of the warehouse are versus what we’re charging retail for that. Budd Bugatch - Raymond James: So its actually unsold inventory that you had shipped to the warehouses that had been in, underneath the retail segments that you had to report it as intercompany sales or intercompany profit.

Exactly. Budd Bugatch - Raymond James: So there’s nothing to read that this change had any impact on the retail operating margins themselves. That’s what I’m trying to get to.

I would answer it this way, there were three substantial improvements this quarter in our retail business, and they probably all had close to equal weight. One was an improved gross margin, two was more effective marketing spend, and three was the warehouses. And collectively they make up not only the $1.5 million improvement but also the recovery of the lost profit on the lost sales that we would have had a higher [degradation] had we not had all those changes. Budd Bugatch - Raymond James: So what you’re telling me is the warehouse operation by itself is still operating at a loss. If it was a standalone business its not a profitable business and so by removing that from the retail, you removed that drag.

Yes, but I would tell you in, and its our intention within the next six months maybe a bit earlier, as we bring in some more dealers into the warehouse system it will be self sustaining. Budd Bugatch - Raymond James: The beginning cash on the cash flow statement does not jive with the ending cash for the second quarter on the Q, its about $600,000 different, what did we miss here.

You’re talking— Budd Bugatch - Raymond James: When your looking at the cash flow statement, your cash and equivalents at the beginning of the period show a $15.116 million, and at the ending cash in the second quarter Q was $14.400 million and I’m confused as to what changed that difference.

I’ll have to get back to you on that. I don’t have the last quarter’s Q in front of me. I don’t have an answer for you on that. Budd Bugatch - Raymond James: You talk about an allowance for doubtful accounts I think of $35.8 million and on the balance sheet it shows $31 and I suspect that’s down another long-term asset so if you could break out for us, I guess other long-term assets include notes receivable or you may have converted some dealers’ accounts receivable to longer term notes.

Right, that is correct. Budd Bugatch - Raymond James: So what portion of that $66.9 million might that be.

It’s a little more then a third of it I would say. Our notes together, I’m just trying to think of that, I don’t know if we have that disclosure anywhere else. I would say about 40% of that balance, I’ll have to confirm that with you. But just in round numbers, about 40% of that balance in other is notes. Budd Bugatch - Raymond James: And finally the goodwill is left of $5 million, $5.1 million, what’s that associated with, is that [Kincaid], or is that.

That’s a VIE. Budd Bugatch - Raymond James: That’s the VIE.

Yes sir. Budd Bugatch - Raymond James: That’s the only thing left in goodwill.

Yes sir, that is all. Budd Bugatch - Raymond James: And that [passed the test], what was the discount rate, what if the discount rate change due, how much was it.

There’s a, the things that triggered the test for our company owned goodwill was the market cap change. The VIE is not part of the market cap so we’ll have to reevaluate that within the fourth quarter. Budd Bugatch - Raymond James: So do you think that’s likely to get written down.

You know I don’t know, because there are a lot of different factors that effect that and the same discount rates won’t be applied to the VIE as they are for the company. It’s a little odd duck to analyze that since we don’t own them. Budd Bugatch - Raymond James: And since if these were not on the books, you wouldn’t have this goodwill on the books and the goodwill would essentially be zero.

Correct.

Your next question comes from the line of Matt McCall – BB&T Capital Matt McCall – BB&T Capital: You talked about the retail changes and you gave a broad look, any more details you can pass along there and then more specifically the impact of the new initiatives on the break-even point of that business.

I think we covered most of that in our comments either in our press release or my comments, we are managing the business more aggressively. We have some outside retailers who have joined our organization in terms of leadership and in running some of the markets. And so every aspect of the business is being looked at. Changes are being made. The significant ones were in the three areas that I talked about, the gross margin, the marketing and the warehousing and we can continue to make some progress in that regard. However as I stated on the last call, without more volume we will not be in a position to break-even in that business and the break-evens are continuing to come down as we make changes to the operating model but we need some top line longer term to have it be a profitable business but in the meantime we believe we can make reasonable progress in losing less money in that business on a go forward basis. Matt McCall – BB&T Capital: I think in the past Kurt you may have talked about a volume increase that was necessary to get to break-even so that volume increase has improved I guess or decreased but you can’t talk how much or—

We may be able to do that in a quarter or so once we understand the new run rate of our operating expenses but I don’t want to speculate on that right now. Matt McCall – BB&T Capital: And then you mentioned the casegoods business being impacted by the desire for lower inventory levels, any way you could quantify the impact in Q3 of the de-stocking. It sounds like there’s, that you have occurring in that business.

Well the primary issue is with a 10 to 12 week supply chain and when business stopped in October as fast as it did, it came down, we had anticipated better business in the fall. Business through late summer and early September had been tracking to plan. And so you have that supply chain coming over from primarily Asia in our case and you just can’t put the brakes on. The dealers can put the brakes on buying it from you, but you have to take it in and so we’ve done that and we’ve got inventory in all of our groups, both our best sellers and our slow sellers, and so we’re going to go through a process of curtailing a lot of our purchases and systematically move that inventory through our sales the next 90, 120 days to get our inventories back in line. Matt McCall – BB&T Capital: On the covenants, the excess availability can you quantify what that excess availability is at the end of the quarter.

Yes, it will be in our 10-Q when we file it a bit later, its $57.2 million is the excess availability. Its pretty much flat with last quarter’s.

Your next question is a follow-up from the line of Budd Bugatch - Raymond James Budd Bugatch - Raymond James: Could you go over the tax situation, I know that you showed a modest tax benefit and I thought that deferred taxes had all been eliminated or allowance for so that there wasn’t to be as much tax and its complicated, but can you—

I can give you some clarity on that but let me answer your other question first, it seems like we’ve done some of this stuff years ago, in the Toronto market we combined the dealers up there and we now have one VIE, but we can’t show the consolidated cash on the balance sheet as an addition to cash, so we had to show it as opening cash, so I didn’t show that $600,000 as cash flow from operations. That’s the difference in the cash. Budd Bugatch - Raymond James: So you have to restate the cash essentially.

Yes, so that we don’t show it in the number, I could have put it as a separate line items that said opening balance of cash consolidated or something, but we just showed it as one line item. Budd Bugatch - Raymond James: So before it was incorporated into last quarter’s balance sheet in a VIE in a different classification.

No it was a non consolidated VIE. What I mean by that is we had, our Toronto market is split in half. And now its one market, one person runs the entire market. So that’s what we tried to explain that we have a couple more stores that were added into that VIE. It’s the same VIE but it’s the Toronto market. But its just that we had his books added on to ours and so it’s a, its one of those things that you don’t get that much clarity in the accounting standards on but the $631,000 is the cash that was on his books that we had to then put on as we consolidated and so we would not show the effect of additional cash running through our cash flow. Budd Bugatch - Raymond James: So it was his beginning cash.

Yes.

We had two dealers in Toronto, one was a VIE, one was not. The previous gentleman who operated the stores as VIE has left, the two operations became one and the business that was not a VIE is now as the combined entity. Budd Bugatch - Raymond James: And now a consolidated VIE.

Yes, that’s correct. Budd Bugatch - Raymond James: Is there any more VIEs or it just, he just took one of your VIEs, took over some other stores.

Yes, in that market, correct. Budd Bugatch - Raymond James: How many total VIEs do you have now.

Still the same four. Did I make you forget your question? Budd Bugatch - Raymond James: No, that is really, that’s not the most easiest explanation for a small amount of money.

That is correct. On the tax, the tax the way it works on the trade names is, where the goodwill is normally not deductible for tax purposes trade names, the accounting standards will require us to put a deferred tax liability when we booked the trade names. So we did have some deferred tax liability since those trade names were on our books. When we wrote the trade names off we had to then take the benefit from those off our deferred tax liability and show them on our P&L. So that is the bulk of that benefit recorded in this quarter, mainly relating to the trade names and the way we recorded some of the goodwill, but that $4 million benefit is mainly due to the intangible asset write-offs. Budd Bugatch - Raymond James: So that’s not a continuing thing, we’re not going to see, if you have “a clean quarter”, in the fourth quarter you’ll essentially have, the only tax issues will be [inaudible] state tax issues.

That is my hypothesis right now unless something else changes that I’m not aware of. Budd Bugatch - Raymond James: [inaudible] a little bit if you would, the idea of taking the higher allowance out of the operating loss number.

Here’s what that was trying to do, and that’s why we put selective items in there, we’re trying to show the large noncash changes over last year so that like yourself could understand what the components were in there and then if you decided not to put them in your analysis I have no issue with that but it was such a significant increase over last year in comparing that we just wanted to illustrate that in the numbers. Budd Bugatch - Raymond James: Can you quantify the number of dealers that might have been impacted on that.

There are several, its, we tried to quantify the markets that were causing the largest problem. Budd Bugatch - Raymond James: Because in the past you would have taken operating income from those sales of those items, [to] those dealers.

You’re correct but we just tried to give some quantification how large it was this time not really trying to say it was an unusual item or a one time, that’s not my intent.

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

Thank you everyone for participating on our call this morning. Should you have follow-up questions, please give me a call, I will be available today.