##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the fiscal year ended
    April 26, 2008
  COMMISSION FILE NUMBER 1-9656
  LA-Z-BOY INCORPORATED
 (Exact name of registrant as
    specified in its charter)
  MICHIGAN

38-0751137(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1284 North Telegraph Road, Monroe,
    Michigan(Address of principal
    executive offices)

48162-3390(Zip Code)   Registrants telephone number, including area code
    (734) 242-1444
 Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares, $1.00 Par Value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:
  (1)
    
    Portions of the Registrants Proxy Statement to be filed
    with the Securities and Exchange Commission pursuant to
    Regulation 14A for the Annual Meeting of Shareholders to be
    held on August 20, 2008 are incorporated by reference into
    Part III.




---



##### 





LA-Z-BOY
    INCORPORATED
  FORM 10-K
    ANNUAL REPORT FISCAL 2008
  TABLE OF CONTENTS
   
 PageNumber(s)Cautionary Statement Concerning Forward-Looking Statements


3PART IItem 1.


Business


4Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


12Executive Officers of the Registrant


12PART IIItem 5.


Market Price for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


12Item 6.


Selected Financial Data


16Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operation


19Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 8.


Financial Statements and Supplementary Data


38Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


70Item 9A.


Controls and Procedures


70Item 9B.


Other Information


70PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


71Item 11.


Executive Compensation


72Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


72Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


72Item 14.


Principal Accountant Fees and Services


72PART IVItem 15.


Exhibits, and Financial Statement Schedules


72Amended and Restated Bylaws2004 Long-Term Equity Award Plan as AmendedList of SubsidiariesConsent of PricewaterhouseCoopers LLPCertifications Pursuant to Rule 13-14(a)Certifications Pursuant to Rule 13-14(a)Certifications Pursuant to 18 U.S.C. Section 1350    Form 10-K
 2




---



##### Table of Contents



Cautionary
    Statement Concerning Forward-Looking Statements
    future income, margins and cash flows

future economic performancefuture growth

industry and importing trendsadequacy and cost of financial resources

management plans      3




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  La-Z-Boy La-Z-Boy La-Z-Boy
  La-Z-Boy La-Z-Boy Furniture
    Today La-Z-Boy ®
    La-Z-Boy
      Principal
    Products and Industry Segments
    Upholstery Group. La-Z-Boy.
  Casegoods Group.
  Retail Group. La-Z-Boy ®
 4




---



##### Table of Contents



Raw
    Materials and Parts
          Finished
    Goods Imports
       5




---



##### Table of Contents



Seasonal
    Business
    Economic
    Cycle and Purchasing Cycle
        Practices
    Regarding Working Capital Items
  and/or La-Z-Boy ®
      net 30-120 days.
 6




---



##### Table of Contents



Customers
  La-Z-Boy ®
    La-Z-Boy ® La-Z-Boy ® La-Z-Boy ® La-Z-Boy ® Furniture Today, La-Z-Boy ® La-Z-Boy tm
  La-Z-Boy 15-20 La-Z-Boy, La-Z-Boy,
  Sales
    Representatives
    Orders
    and Backlog
   7




---



##### Table of Contents



Competitive
    Conditions
  Furniture
    Today
      La-Z-Boy ® La-Z-Boy ®
        Research
    and Development Activities
    Trademarks,
    Licenses and Patents
  La-Z-Boy, La-Z-Boy La-Z-Boy La-Z-Boy
 8




---



##### Table of Contents



La-Z-Boy
    Compliance
    with Environmental Regulations
  clean-up
  Employees
    Financial
    Information About Foreign and Domestic Operations and Export
    Sales
    Internet
    Availability
  forms 10-K, 10-Q, 8-K www.la-z-boy.com www.sec.gov
  ITEM 1A.
    RISK
    FACTORS.   9




---



##### Table of Contents



Our
    current retail markets and others we may acquire in the future
    may not achieve the growth and profitability we anticipate when
    we acquire them. We could incur charges for impairment of
    goodwill if we cannot meet our earnings expectations for these
    markets.
    Increased
    reliance on foreign sourcing of our products makes us more
    reliant on the capabilities of our foreign vendors and more
    vulnerable to potentially adverse actions by foreign
    governments.
      Fluctuations
    in the price, availability and quality of raw materials could
    cause delays that could result in our inability to provide goods
    to our customers and could increase our costs, either of which
    could decrease our earnings.
      Credit
    risk may adversely affect our earnings through collection losses
    and/or consolidating variable interest entities into our
    financial statements.
   10




---



##### Table of Contents



Manufacturing
    realignments could result in a decrease in our near-term
    earnings.
    Business
    failures of large dealers or customers could result in a
    decrease in our future sales and earnings.
    ITEM 1B.
    UNRESOLVED
    STAFF
    COMMENTS.    ITEM 2.
    PROPERTIES.     11




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS.  clean-up
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY
    HOLDERS.   EXECUTIVE
    OFFICERS OF REGISTRANT      
    President and Chief Executive Officer since September 2003
    Formerly President
    La-Z-Boy
    Residential Division from August 2001 through September 2003    
    Senior Vice President of
    La-Z-Boy and
    President of Casegoods since November 2003
    President, Kincaid Furniture Company, Incorporated since June
    1983    
    Senior Vice President and Chief Financial Officer since July 2006
    Treasurer from April 2007 through August 2007
    Vice President and Corporate Controller from February 2002
    through June 2006    
    Senior Vice President of
    La-Z-Boy and
    President of Non-Branded Upholstery since February 2008
    President, England, Incorporated since February 2008
    Senior Vice President Corporate Operations from May 2006 through
    February 2008
    Vice President and Chief Information Officer from August 2004
    through April 2006
    Senior Vice President of Finance, England, Incorporated from
    December 2001 through August 2004 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    Recent
    Sales of Unregistered Securities
   12




---



##### Table of Contents



Equity
    Plans
    Equity
    Compensation Plan Information as of April 26,
    2008
  Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities


Weighted-Average


Under Equityto be Issued Upon


Exercise Prices of


Compensation PlansExercise of Outstanding


Outstanding


(Excluding SecuritiesOptions


Options


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by Shareholders


2,657,465
(1)

$
15.51



1,605,145
(2)Equity compensation plans not approved by shareholders
    (Note 3)


10,325


$
18.98



None     30-day
   13




---



##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among La-Z-Boy Incorporated, The S&P 500 Index And A Peer
    Group
  
  Company/Index/Market


2003


2004


2005


2006


2007


2008La-Z-Boy
    Incorporated


$
100



$
108.76



$
63.54



$
84.85



$
66.99



$
38.18S&P 500 Composite Index


$
100



$
122.88



$
130.66



$
150.81



$
173.79



$
165.66Peer Group


$
100



$
130.17



$
102.71



$
131.29



$
106.34



$
87.25   *
    $100 invested on 4/30/03 in stock or index-including
    reinvestment of dividends. Fiscal year ending April 30. 14




---



##### Table of Contents



Dividend
    and Market Information
    Dividends


Market PriceFiscal 2008 Quarter End

Paid


High


Low


CloseJuly 28

$
0.12


$
12.30


$
10.29


$
10.29Oct. 27

$
0.12


$
10.47


$
6.94


$
7.04Jan. 26

$
0.12


$
8.99


$
5.46


$
7.32April 26

$
0.04


$
9.27


$
6.91


$
6.91$
0.40   Dividends


Market PriceFiscal 2007 Quarter End

Paid


High


Low


CloseJuly 29

$
0.12


$
16.40


$
11.81


$
13.06Oct. 28

$
0.12


$
15.60


$
12.10


$
12.67Jan. 27

$
0.12


$
13.76


$
11.25


$
12.50April 28

$
0.12


$
15.20


$
11.96


$
12.01$
0.48     Shareholders
   15




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Managements Discussion and Analysis of Financial
    Condition and Results of Operations Financial Statements and Supplementary Data Form 10-K.
  Consolidated
    Five-Year Summary of Financial Data
  (52 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)Fiscal Year Ended

4/26/2008


4/28/2007


4/29/2006


4/30/2005


4/24/2004(Dollar amounts in thousands, except per share data)Sales

$
1,450,941


$
1,621,460


$
1,699,806


$
1,820,408


$
1,714,456Cost of salesCost of goods sold


1,051,656



1,189,734



1,275,053



1,373,046



1,304,085Restructuring


5,057



3,371



8,479



2,931



8,448Total cost of sales


1,056,713



1,193,105



1,283,532



1,375,977



1,312,533Gross profit


394,228



428,355



416,274



444,431



401,923Selling, general and administrative


399,470



388,738



379,039



366,370



294,742Restructuring


3,078



7,662











Write-down of intangibles


8,426







22,695







29,729Operating income (loss)


(16,746
)


31,955



14,540



78,061



77,452Interest expense


13,899



10,206



11,540



10,442



11,255Income from Continued Dumping and Subsidy Offset Act, net


7,147



3,430











Interest income


3,614



3,952



3,101



3,744



4,617Other income (expense), net


5,393



727



(933
)


(3,571
)


(503
)Income (loss) from continuing operations before income taxes


(14,491
)


29,858



5,168



67,792



70,311Income tax expense (benefit)


(6,954
)


10,090



10,758



25,363



33,450Income (loss) from continuing operations


(7,537
)


19,768



(5,590
)


42,429



36,861Income (loss) from discontinued operations (net of tax)


(6,000
)


(15,629
)


2,549



(7,338
)


(34,333
)Extraordinary gains (net of tax)














2,094



Cumulative effect of accounting change (net of tax)


















(8,324
)Net income (loss)

$
(13,537
)

$
4,139


$
(3,041
)

$
37,185


$
(5,796
)Diluted weighted average shares outstanding


51,408



51,606



51,801



52,138



53,679Diluted income (loss) from continuing operations per share

$
(0.15
)

$
0.38


$
(0.11
)

$
0.81


$
0.69Diluted net income (loss) per share

$
(0.26
)

$
0.08


$
(0.06
)

$
0.71


$
(0.11
)Dividends declared per share

$
0.40


$
0.48


$
0.44


$
0.44


$
0.40Book value on year-end shares outstanding

$
8.76


$
9.45


$
9.86


$
10.10


$
10.04Return on average shareholders equity*


(1.6
)%


4.0
%


(1.1
)%


8.1
%


6.5
%Gross profit as a percent of sales


27.2
%


26.4
%


24.5
%


24.4
%


23.4
%Operating profit as a percent of sales


(1.2
)%


2.0
%


0.9
%


4.3
%


4.5
%Effective tax rate*


48.0
%


33.8
%


208.2
%


37.4
%


47.6
%Return on sales*


(0.5
)%


1.2
%


(0.3
)%


2.3
%


2.2
%     *
    
    Based on income from continuing operations 16




---



##### Table of Contents



Consolidated
    Five-Year Summary of Financial Data (continued)
  (52 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)Fiscal Year Ended

4/26/2008


4/28/2007


4/29/2006


4/30/2005


4/24/2004(Dollar amounts in thousands)Depreciation and amortization

$
24,696


$
27,204


$
29,234


$
28,329


$
29,112Capital expenditures

$
27,386


$
25,811


$
27,991


$
34,771


$
31,593Property, plant and equipment, net

$
171,001


$
183,218


$
209,986


$
210,565


$
212,739Working capital

$
263,575


$
314,046


$
346,667


$
409,641


$
363,771Current ratio


2.6 to 1



2.4 to 1



2.5 to 1



2.8 to 1



2.3 to 1Total assets

$
768,870


$
878,691


$
956,752


$
1,026,357


$
1,040,914Long-term debt

$
99,578


$
113,172


$
174,680


$
213,549


$
181,807Total debt

$
104,370


$
151,248


$
185,682


$
226,309


$
224,370Shareholders equity

$
450,596


$
485,348


$
510,345


$
527,286


$
522,328Ratio of total debt-to-equity


23.2
%


31.2
%


36.4
%


42.9
%


43.0
%Ratio of total debt-to-capital


18.8
%


23.8
%


26.7
%


30.0
%


30.0
%Shareholders


20,200



23,900



31,900



26,500



28,500Employees


10,057



11,700



13,400



14,820



16,125   Unaudited
    Quarterly Financial Information Fiscal 2008
  (13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)Fiscal Quarter Ended

7/28/2007


10/27/2007


1/26/2008


4/26/2008(Dollar amounts in thousands, except per share data)Sales

$
344,396


$
365,434


$
373,081


$
368,030Cost of salesCost of goods sold


259,143



266,658



265,078



260,777Restructuring


2,561



518



(632
)


2,610Total cost of sales


261,704



267,176



264,446



263,387Gross profit


82,692



98,258



108,635



104,643Selling, general and administrative


94,508



98,098



104,672



102,192Restructuring


1,120



449



877



632Write-down of intangibles






5,809







2,617Operating income (loss)


(12,936
)


(6,098
)


3,086



(798
)Interest expense


2,097



2,120



2,148



7,534Income from Continued Dumping and Subsidy Offset Act, net










7,147



Interest income


882



1,023



1,134



575Other income, net


566



351



3,785



691Income (loss) from continuing operations before income taxes


(13,585
)


(6,844
)


13,004



(7,066
)Income tax expense (benefit)


(5,043
)


(3,192
)


3,876



(2,595
)Income (loss) from continuing operations


(8,542
)


(3,652
)


9,128



(4,471
)Income (loss) from discontinued operations (net of tax)


(152
)


(6,282
)


384



50Net income (loss)

$
(8,694
)

$
(9,934
)

$
9,512


$
(4,421
)Diluted weighted average shares outstanding


51,380



51,410



51,590



51,425Diluted income (loss) from continuing operations per share

$
(0.17
)

$
(0.07
)

$
0.18


$
(0.09
)Diluted net income (loss) per share

$
(0.17
)

$
(0.19
)

$
0.18


$
(0.09
)  17




---



##### Table of Contents



Unaudited
    Quarterly Financial Information Fiscal 2007
  (13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)Fiscal Quarter Ended

7/29/2006


10/28/2006


1/27/2007


4/28/2007(Dollar amounts in thousands, except per share data)Sales

$
393,923


$
414,614


$
404,845


$
408,078Cost of salesCost of goods sold


296,008



306,351



291,322



296,053Restructuring






(400
)






3,771Total cost of sales


296,008



305,951



291,322



299,824Gross profit


97,915



108,663



113,523



108,254Selling, general and administrative


94,683



99,887



101,213



92,955Restructuring






2,265



2,855



2,542Operating income


3,232



6,511



9,455



12,757Interest expense


2,526



2,614



2,750



2,316Income from Continued Dumping and Subsidy Offset Act, net










3,430



Interest income


815



773



1,109



1,255Other income (expense), net


(545
)


575



524



173Income from continuing operations before income taxes


976



5,245



11,768



11,869Income tax expense (benefit)


(116
)


1,949



4,823



3,434Income from continuing operations


1,092



3,296



6,945



8,435Income (loss) from discontinued operations (net of tax)


1,203



(1,342
)


(14,766
)


(724
)Net income (loss)

$
2,295


$
1,954


$
(7,821
)

$
7,711Diluted weighted average shares outstanding


51,971



51,639



51,609



51,522Diluted income from continuing operations per share

$
0.02


$
0.06


$
0.13


$
0.16Diluted net income (loss) per share

$
0.04


$
0.04


$
(0.15
)

$
0.15  18




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Managements Discussion and Analysis La-Z-Boy
  Introduction
  La-Z-Boy La-Z-Boy La-Z-Boy ® La-Z-Boy La-Z-Boy ® Furniture Today La-Z-Boy ® La-Z-Boy
      Upholstery Group. La-Z-Boy, La-Z-Boy ®
  Casegoods Group.
  Retail Group. La-Z-Boy ®
 19




---



##### Table of Contents



La-Z-Boy ®
  
  La-Z-Boy
  Highlights
    of Our Current Year
         20




---



##### Table of Contents



La-Z-Boy
         21




---



##### Table of Contents



Results
    of Operations
  Analysis
    of Operations: Year Ended April 26, 2008
 (Fiscal 2008 compared with 2007)
  (52 Weeks)


(52 Weeks)


Percent4/26/2008


4/28/2007


Change(Amounts in thousands, exceptper share amounts and percentages)Upholstery sales

$
1,084,418


$
1,198,378



(9.5
)%Casegoods sales


213,896



262,721



(18.6
)%Retail sales


190,180



220,319



(13.7
)%Other/eliminations


(37,553
)


(59,958
)


37.4
%Consolidated sales

$
1,450,941


$
1,621,460



(10.5
)%Consolidated gross profit


394,228



428,355



(8.0
)%Consolidated gross margin


27.2
%


26.4
%Consolidated S,G&A


399,470



388,738



2.8
%S,G&A as a percent of sales


27.5
%


24.0
%Upholstery operating income


70,332



78,724



(10.7
)%Casegoods operating income


10,151



20,289



(50.0
)%Retail operating loss


(40,265
)


(31,161
)


(29.2
)%Corporate and other


(40,403
)


(24,864
)


(62.5
)%Write-down of intangible assets


(8,426
)






N/ARestructuring


(8,135
)


(11,033
)


26.3
%Consolidated operating income (loss)

$
(16,746
)

$
31,955



(152.4
)%Upholstery operating margin


6.5
%


6.6
%Casegoods operating margin


4.7
%


7.7
%Retail operating margin


(21.2
)%


(14.1
)%Consolidated operating margin


(1.2
)%


2.0
%Income (loss) from continuing operations

$
(7,537
)

$
19,768



(138.1
)%Diluted income (loss) per share from continuing operations

$
(0.15
)

$
0.38



(139.5
)%   Sales
  Consolidated sales
  Upholstery Group
  Casegoods Group
  Retail Group
 22




---



##### Table of Contents



Gross
    Margin
    
    Our sales price increases, mainly on our
    La-Z-Boy
    branded product, increased our gross margin by
    1.8 percentage points; however, most of our other operating
    units experienced lower gross margins due to the decline in
    volume.
    In the fall of 2007, we began a joint national advertising
    campaign with our
    La-Z-Boy
    Furniture
    Galleries®
    stores where costs are shared between our company-owned and
    dealer-owned stores. In fiscal 2008 the reimbursed advertising
    from our dealers that was included in sales increased our gross
    margin by 0.3 percentage points.
    Restructuring related expense increased during fiscal 2008 when
    compared to fiscal 2007, which reduced gross margin by
    0.1 percentage points. The increase was primarily related
    to the Tremonton, Utah plant closure.  Selling,
    General and Administrative Expenses
    
    During fiscal 2007, we recorded $14.4 million in gains from
    the sale of several properties whereas in fiscal 2008 we
    recorded a loss of $0.3 million related to several property
    sales.
    During fiscal 2008, expense for bad debts increased by about
    $4.1 million when compared with fiscal 2007 due to the
    overall weakness in the retail environment and an increase in
    our past due accounts.
    In fiscal 2007, we reduced our warranty reserve by
    $3.9 million due to a trend of lower warranty costs
    incurred beyond one year after the sale of the product. Our
    trends showed that a majority of our claims were from product
    sold in the past twelve months thus reducing our liability,
    along with estimated amounts required for currently known
    warranty issues. This adjustment was not duplicated in fiscal
    2008.
    Advertising costs increased over the prior year by approximately
    $3.0 million due to our national advertising campaign which
    began in the fall of 2007. This campaign is a shared advertising
    program with our
    La-Z-Boy
    Furniture
    Galleries®
    stores, which are reimbursing us for about one third of the cost
    of the program. Because of this shared cost arrangement, the
    increase in advertising expense was reported as a component of
    SG&A and was partially offset by the reimbursement of the
    dealers portion of the cost which was reported as a
    component of sales.  Restructuring
   23




---



##### Table of Contents



Operating
    Margin
    Upholstery Group
  Casegoods Group
  Retail Group start-up
  Corporate and Other
  Write-down
    of Intangibles
      Income
    from Continued Dumping and Subsidy Offset Act
   24




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
      Other
    Income
    Discontinued
    Operations
   25




---



##### Table of Contents



Results
    of Operations
  Analysis
    of Operations: Year Ended April 28, 2007
 (Fiscal 2007 compared with 2006)
  (52 Weeks)


(52 Weeks)


Percent4/28/2007


4/29/2006


Change(Amounts in thousands, except per share amounts and
    percentages)Upholstery sales


1,198,378



1,270,746



(5.7
)%Casegoods sales


262,721



292,553



(10.2
)%Retail sales


220,319



213,438



3.2
%Other/eliminations


(59,958
)


(76,931
)


22.1
%Consolidated sales

$
1,621,460


$
1,699,806



(4.6
)%Consolidated gross profit


428,355



416,274



2.9
%Consolidated gross margin


26.4
%


24.5
%Consolidated S,G&A


388,738



379,039



2.6
%S,G&A as a percent of sales


24.0
%


22.3
%Upholstery operating income


78,724



83,160



(5.3
)%Casegoods operating income


20,289



17,125



18.5
%Retail operating loss


(31,161
)


(26,006
)


(19.8
)%Corporate and other


(24,864
)


(28,565
)


13.0
%Write-down of intangible assets






(22,695
)


N/ARestructuring


(11,033
)


(8,479
)


(30.1
)%Consolidated operating income

$
31,955


$
14,540



119.8
%Upholstery operating margin


6.6
%


6.5
%Casegoods operating margin


7.7
%


5.9
%Retail operating margin


(14.1
)%


(12.2
)%Consolidated operating margin


2.0
%


0.9
%Income (loss) from continuing operations

$
19,768


$
(5,590
)


453.6
%Diluted income (loss) per share from continuing operations

$
0.38


$
(0.11
)


445.5
%   Sales
  Consolidated sales
  Upholstery Group
  Casegoods Group
  Retail Group
   26




---



##### Table of Contents



Gross
    Margin
    
    Our Retail margins improved during fiscal 2007 when compared
    with fiscal 2006 due to better merchandising and selling plans.
    The overall retail gross margins were higher than those of our
    Upholstery and Casegoods Groups. The changes in Retail created a
    0.4 percentage point increase in consolidated gross margin
    when compared with the prior year.
    Fiscal 2007 was impacted by net restructuring expense totaling
    $3.4 million whereas fiscal 2006 had net restructuring
    expense of $8.5 million.
    Due to favorable trends in our severity rate for workers
    compensation claims over the past two years, we were able to
    reduce our actuarially determined reserve for workers
    compensation by about $2.4 million.  Selling,
    General and Administrative Expenses
    
    The Retail Group and our VIEs have a higher S,G&A structure
    than our Upholstery and Casegoods Groups. As the retail side of
    our business grew as an overall percentage of our net sales, the
    overall S,G&A percentage increased as a percent of sales.
    The impact on fiscal 2007 was approximately 1.0 percentage
    point greater than fiscal 2006.
    We incurred additional expenses in the Retail Group related to
    six acquired stores, including increased advertising, higher
    occupancy costs and other selling expenses as well as
    transitional costs which added to S,G&A for fiscal 2007. In
    addition the new retail locations impacted our S,G&A as a
    percent of sales due to
    start-up
    costs.
    The adoption of Statement of Financial Accounting Standards
    No. 123 (revised 2004)  Share-Based Paymenthad a $2.4 million impact during fiscal 2007 for the
    expensing of stock options.    Restructuring
   27




---



##### Table of Contents



Operating
    Margin
    Upholstery Group
  Casegoods Group
  Retail Group
  Corporate and Other
  Income
    from Continued Dumping and Subsidy Offset Act
    Interest
    Expense
    Income
    Taxes
     28




---



##### Table of Contents



Other
    Income
    Discontinued
    Operations
    Liquidity
    and Capital Resources
        La-Z-Boy
     29




---



##### Table of Contents



Year EndedCash Flows Provided From (Used For)

4/26/2008


4/28/2007(Amounts in thousands)Operating activitiesNet income, depreciation and deferred taxes

$
5,132


$
14,953Write-down of assets of businesses held for sale


2,159



14,936Write-down of intangibles


8,426



(Gain) loss on sales of discontinued operations (net of tax)


3,696



(935
)Restructuring


8,135



11,033Stock option, performance-based and restricted stock expense


4,527



3,959Working capital and other


17,164



(10,713
)Cash provided from operating activities


49,239



33,233Investing activitiesCapital expenditures


(27,386
)


(25,811
)Proceeds from disposal of assets


8,761



46,974Proceeds from sale of discontinued operations


4,169



42,659Other investing activities


313



(1,778
)Cash provided from (used for) investing activities


(14,143
)


62,044Financing activitiesRepurchase of common stock






(6,947
)Net decrease in debt


(50,929
)


(36,696
)Dividends paid


(20,746
)


(24,886
)Other financing activities


(269
)


1,340Cash used for financing activities


(71,944
)


(67,189
)Exchange rate changes


109



(456
)Net increase (decrease) in cash and cash equivalents

$
(36,739
)

$
27,632   Operating
    Activities
    Investing
    Activities
   30




---



##### Table of Contents



Financing
    Activities
      Payments by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


4-5 Years


5 Years(Amounts in thousands)Long-term debt obligations

$
103,097


$
3,978


$
12,236


$
79,750


$
7,133Capital lease obligations


1,275



814



461







Operating lease obligations


351,613



40,617



75,679



62,580



172,737Interest obligations


20,851



4,651



8,629



7,376



195Other long-term liabilities not reflected on our balance sheet


210



105



105







Total contractual obligations

$
477,046


$
50,165


$
97,110


$
149,706


$
180,065                 Critical
    Accounting Policies
   31




---



##### Table of Contents



Inventories
  last-in, first-in,
  Revenue
    Recognition and Related Allowances
  third-party
  third-party company-owned
  co-op,
  Goodwill
    and Trade Names
     32




---



##### Table of Contents



Other
    Loss Reserves
      Income
    Taxes
    Pensions
     33




---



##### Table of Contents



Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
    Financial
    Guarantees
  La-Z-Boy ®
        Variable
    Interest Entities
  Consolidation of Variable Interest Entities
 34




---



##### Table of Contents



La-Z-Boy ® La-Z-Boy La-Z-Boy and/or
      Restructuring
  La-Z-Boy La-Z-Boy
    Accounting for the Impairment or Disposal of Long-Lived
    Assets. Accounting for Costs Associated
    with Exit or Disposal Activities.
 35




---



##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived
    Assets. Accounting for Costs Associated
    with Exit or Disposal Activities.
      Fiscal 2008CashPayments4/28/2007


Charges to


or Asset


4/26/2008Balance


Expense


Write-Offs


Balance(Amounts in thousands)Severance and benefit-related costs

$
2,177


$
3,253


$
(2,588
)

$
2,842Fixed asset write-downs, net of gains






364



(364
)


Contract termination costs


1,257



2,019



(2,337
)


939Other






2,499



(2,499
)


Total restructuring

$
3,434


$
8,135


$
(7,788
)

$
3,781   Fiscal 2007CashPayments4/29/2006


Charges to


or Asset


4/28/2007Balance


Expense


Write-Offs


Balance(Amounts in thousands)Severance and benefit-related costs

$
891


$
2,537


$
(1,251
)

$
2,177Fixed asset write-downs, net of gains






1,091



(1,091
)


Contract termination costs






3,441



(2,184
)


1,257Other






3,964



(3,964
)


Total restructuring

$
891


$
11,033


$
(8,490
)

$
3,434   Stock-Based
    Compensation
  Accounting for Stock Issued to Employees Share
    Based Payments
   36




---



##### Table of Contents



Regulatory
    Developments
    Recent
    Accounting Pronouncements
    Business
    Outlook
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.     37




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Managements
    Report to our Shareholders
  Managements
    Responsibility for Financial Information
  La-Z-Boy La-Z-Boy Form 10-K.
  La-Z-Boy
  La-Z-Boy La-Z-Boy Form 10-K
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
  La-Z-Boy ® La-Z-Boy Consolidation of Variable Interest
    Entities
         38




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  La-Z-Boy
  La-Z-Boy Internal Control  Integrated Framework
       39




---



##### Table of Contents



La-Z-Boy Consolidation of Variable Interest Entities.
       40




---



##### Table of Contents



LA-Z-BOY
    INCORPORATED
  CONSOLIDATED
    STATEMENT OF OPERATIONS
  Fiscal Year Ended(52 Weeks)


(52 Weeks)


(52 Weeks)4/26/2008


4/28/2007


4/29/2006(Amounts in thousands, except per share data)Sales

$
1,450,941


$
1,621,460


$
1,699,806Cost of salesCost of goods sold


1,051,656



1,189,734



1,275,053Restructuring


5,057



3,371



8,479Total cost of sales


1,056,713



1,193,105



1,283,532Gross profit


394,228



428,355



416,274Selling, general and administrative


399,470



388,738



379,039Restructuring


3,078



7,662



Write-down of intangibles


8,426







22,695Operating income (loss)


(16,746
)


31,955



14,540Interest expense


13,899



10,206



11,540Income from Continued Dumping and Subsidy Act, net


7,147



3,430



Interest income


3,614



3,952



3,101Other income (expense), net


5,393



727



(933
)Income (loss) from continuing operations before income taxes


(14,491
)


29,858



5,168Income tax (benefit) expense


(6,954
)


10,090



10,758Income (loss) from continuing operations


(7,537
)


19,768



(5,590
)Income (loss) from discontinued operations (net of tax of
    $(3,990) in 2008, $(4,682) in 2007 and $1,716 in 2006)


(6,000
)


(15,629
)


2,549Net income (loss)

$
(13,537
)

$
4,139


$
(3,041
)Basic average shares


51,408



51,475



51,801Basic income (loss) from continuing operations per share

$
(0.15
)

$
0.38


$
(0.11
)Discontinued operations (net of tax)


(0.11
)


(0.30
)


0.05Basic net income (loss) per share

$
(0.26
)

$
0.08


$
(0.06
)Diluted average shares


51,408



51,606



51,801Diluted income (loss) from continuing operations per share

$
(0.15
)

$
0.38


$
(0.11
)Discontinued operations (net of tax)


(0.11
)


(0.30
)


0.05Diluted net income (loss) per share

$
(0.26
)

$
0.08


$
(0.06
)Dividends paid per share

$
0.40


$
0.48


$
0.44    41




---



##### Table of Contents



LA-Z-BOY
    INCORPORATED
  CONSOLIDATED
    BALANCE SHEET
  As of4/26/2008


4/28/2007(Amounts in thousands, except par value)Current assetsCash and equivalents

$
14,982


$
51,721Receivables, net of allowance of $17,942 in 2008 and $13,635 in
    2007


200,422



230,399Inventories, net


178,361



197,790Deferred income taxes  current


12,398



17,283Assets of discontinued operations






24,278Other current assets


21,325



19,327Total current assets


427,488



540,798Property, plant and equipment, net


171,001



183,218Deferred income taxes  long term


26,922



15,380Goodwill


47,233



55,659Trade names


9,006



9,472Other long-term assets, net of allowance of $2,801 in 2008 and
    $1,942 in 2007


87,220



74,164Total assets

$
768,870


$
878,691Current liabilitiesCurrent portion of long-term debt

$
4,792


$
38,076Accounts payable


56,421



66,242Liabilities of discontinued operations






3,843Accrued expenses and other current liabilities


102,700



118,591Total current liabilities


163,913



226,752Long-term debt


99,578



113,172Other long-term liabilities


54,783



53,419Contingencies and commitments






Shareholders equityPreferred shares  5,000 authorized; none issued






Common shares, $1 par value  150,000 authorized;
    51,428 outstanding in 2008 and 51,377 outstanding in 2007


51,428



51,377Capital in excess of par value


209,388



208,283Retained earnings


190,215



223,896Accumulated other comprehensive income (loss)


(435
)


1,792Total shareholders equity


450,596



485,348Total liabilities and shareholders equity

$
768,870


$
878,691    42




---



##### Table of Contents



LA-Z-BOY
    INCORPORATED
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Year Ended4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Cash flows from operating activitiesNet income (loss)

$
(13,537
)

$
4,139


$
(3,041
)Adjustments to reconcile net income (loss) to cash provided by
    (used for) operating activitiesWrite-down of intangibles


8,426







22,695Write-down of assets from businesses held for sale (net of tax)


2,159



14,936



(Gain) loss on sale of discontinued operations (net of tax)


3,696



(935
)


Restructuring


8,135



11,033



6,643Provision for doubtful accounts


8,550



3,790



4,527Depreciation and amortization


24,696



27,204



29,234Stock option, restricted and performance based stock expense


4,527



3,959



762Change in receivables


20,956



5,064



13,529Change in inventories


23,471



4,486



25,132Change in payables


(10,394
)


(11,607
)


2,260Change in other assets and liabilities


(25,419
)


(12,446
)


(8,561
)Change in deferred taxes


(6,027
)


(16,390
)


(3,403
)Total adjustments


62,776



29,094



92,818Net cash provided by operating activities


49,239



33,233



89,777Cash flows from investing activitiesProceeds from disposals of assets


8,761



46,974



11,499Proceeds from sale of discontinued operations


4,169



42,659



Capital expenditures


(27,386
)


(25,811
)


(27,991
)Purchases of investments


(34,562
)


(18,165
)


(25,289
)Proceeds from sales of investments


35,580



17,342



12,983Change in other long-term assets


(705
)


(955
)


(1,875
)Net cash provided by (used for) investing activities


(14,143
)


62,044



(30,673
)Cash flows from financing activitiesProceeds from debt


93,861



91,787



103,380Payments on debt


(144,790
)


(128,483
)


(146,482
)Stock issued/(canceled) for stock and employee benefit plans


(269
)


1,340



3,679Repurchases of common stock






(6,947
)


(10,890
)Dividends paid


(20,746
)


(24,886
)


(22,923
)Net cash used for financing activities


(71,944
)


(67,189
)


(73,236
)Effect of exchange rate changes on cash and equivalents


109



(456
)


516Change in cash and equivalents


(36,739
)


27,632



(13,616
)Cash and equivalents at beginning of period


51,721



24,089



37,705Cash and equivalents at end of period

$
14,982


$
51,721


$
24,089    43




---



##### Table of Contents



LA-Z-BOY
    INCORPORATED
  CONSOLIDATED
    STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
  AccumulatedCapital in








OtherCommon


Excess of


Retained


Unearned


ComprehensiveShares


Par Value


Earnings


Compensation


Income(Loss)


Total(Amounts in thousands)At April 30, 2005

$
52,225


$
214,087


$
273,143


$
(1,536
)

$
(10,633
)

$
527,286Repurchases of common stock


(760
)






(10,130
)










(10,890
)Stock issued for stock and employee benefit plans


317



(3,261
)


9,338



(2,715
)






3,679Amortization of unearned compensation














1,168







1,168Dividends paid










(22,923
)










(22,923
)Comprehensive income (loss)Net loss










(3,041
)Unrealized gain on marketable securities (net of tax of
    $0.7 million)


















1,020Realization of gains on marketable securities (net of tax of
    $0.3 million)


















(451
)Translation adjustment


















988Change in fair value of cash flow hedges (net of tax)


















(63
)Change in additional minimum pension liability (net of tax of
    $8.4 million)


















13,572Total comprehensive income






















12,025At April 29, 2006


51,782



210,826



246,387



(3,083
)


4,433



510,345Reclassification of unearned compensation due to adoption of
    SFAS No. 123(R)






(3,083
)






3,083







Repurchases of common stock


(540
)






(6,407
)










(6,947
)Stock issued for stock and employee benefit plans


135



(3,458
)


4,663











1,340Stock option, restricted stock and performance based stock
    expense






3,959















3,959Tax benefit from exercise of options






39















39Dividends paid










(24,886
)










(24,886
)Comprehensive income (loss)Net income










4,139Unrealized gain on marketable securities (net of tax of
    $0.5 million)


















1,145Realized gain on marketable securities (net of tax of
    $0.3 million)


















(458
)Translation adjustment


















1,418Change in fair value of cash flow hedges (net of tax)


















(118
)Change in additional minimum pension liability (net of tax of
    $0.1 million)


















319Total comprehensive income






















6,445Adjustment upon adoption of SFAS No. 158 for Pension
    (net of tax of $3.2 million)


















(4,947
)


(4,947
)At April 28, 2007


51,377



208,283



223,896







1,792



485,348Stock issued/(cancelled) for stock and employee benefit plans


51



(3,422
)


3,102











(269
)Stock option, performance-based and restricted stock expense






4,527















4,527Dividends paid










(20,746
)










(20,746
)Comprehensive income (loss) Net loss










(13,537
)Unrealized loss on marketable securities (net of tax of
    $0.1 million)


















(222
)Realized gain on marketable securities (net of tax of
    $1.4 million)


















(2,420
)Translation adjustment


















(117
)Net actuarial gain (net of tax of $0.2 million)


















532Total comprehensive income (loss)






















(15,764
)Impact of adoption of FIN 48










(2,500
)










(2,500
)At April 26, 2008

$
51,428


$
209,388


$
190,215


$



$
(435
)

$
450,596    44




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1:
    Accounting
    Policies    Principles
    of Consolidation
  La-Z-Boy Consolidation of Variable
    Interest Entities La-Z-Boy ®
  Use of
    Estimates
    New
    Pronouncements
  FASB
    Statement of Financial Accounting Standards
    No. 157
  Fair Value Measurements
    FASB
    Statement of Financial Accounting Standards
    No. 159
  The Fair Value Option for Financial Assets and
    Financial Liabilities
    FASB
    Statement of Financial Accounting Standards
    No. 160
  Noncontrolling Interests in Consolidated
    Financial Statements  an amendment of ARB No. 51
 45




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      FASB
    Statement of Financial Accounting Standards
    No. 141(R)
  Business Combinations,
    FASB
    Statement of Financial Accounting Standards
    No. 161
  Disclosures about Derivative Instruments and
    Hedging Activities,
    FASB
    Statement of Financial Accounting Standards
    No. 162
  The Hierarchy of Generally Accepted Accounting
    Principles, The Meaning of
    Present Fairly in Conformity with Generally Accepted
    Accounting Principles
    Cash
    and Equivalents
   46




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  last-in, first-in,
  Property,
    Plant and Equipment
    Disposal
    and Impairment of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Goodwill
    and Trade Names
  Goodwill and Other
    Intangible Assets
  Investments
  first-in,
  Life
    Insurance
    Revenue
    Recognition and Related Allowances
       47




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Research
    and Development Costs
    Advertising
    Expenses
  La-Z-Boy ®
  Income
    Taxes
    Foreign
    Currency Translation
    Financial
    Instruments and Hedging
     48




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Stock-Based Compensation
            4/29/2006(Amounts in thousands,except per share data)Net loss

$
(3,041
)Add back stock compensation expense included in net loss (net of
    tax)


472Deduct fair value of stock plans (net of tax)


(2,365
)Pro forma net loss

$
(4,934
)Basic net loss per share as reported

$
(0.06
)Pro forma basic net loss per share

$
(0.10
)Diluted net loss per share as reported

$
(0.06
)Pro forma net loss per share

$
(0.10
)   Reclassifications
   49




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Insurance/Self-Insurance
    Discontinued
    Operations
  Accounting
    for the Impairment or Disposal of Long-Lived Assets
  Allowance
    for Doubtful Accounts
    Note 2:
    Inventories  4/26/2008


4/28/2007(Amounts in thousands)Raw materials

$
71,346


$
69,562Work in process


14,624



19,972Finished goods


119,270



132,679FIFO inventories


205,240



222,213Excess of FIFO over LIFO


(26,879
)


(24,423
)Total inventories

$
178,361


$
197,790     Note 3:
    Property,
    Plant and Equipment  Estimated UsefulLives


4/26/2008


4/28/2007(Amounts in thousands)Buildings and building fixtures


3-40 years


$
172,824


$
186,403Machinery and equipment


3-30 years



151,982



151,896Information systems


3-10 years



50,005



48,388Land and land improvements


3-40 years



24,977



27,951Transportation equipment


3-10 years



16,248



16,556Other


3-20 years



12,819



12,135Construction in progress






9,729



5,834438,584



449,163Accumulated depreciation






(267,583
)


(265,945
)Net property, plant and equipment





$
171,001


$
183,218  50




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4:
    Goodwill
    and Other Intangible Assets            Balance


Acquisitions,


Intangible


Transfer to


Balanceas of


Dispositions and


Write-


Held for


as ofFiscal 2008

4/28/2007


Other


Down


Sale


4/26/2008(Amounts in thousands)GoodwillUpholstery Group

$
19,632


$



$



$



$
19,632Retail Group


27,905







(5,809
)






22,096Corporate and Other


8,122







(2,617
)






5,505Consolidated

$
55,659


$



$
(8,426
)

$



$
47,233Trade namesCasegoods Group

$
9,472


$
(466
)

$



$



$
9,006   Balance


Acquisitions,


Intangible


Transfer to


Balanceas of


Dispositions and


Write-


Held for


as ofFiscal 2007

4/29/2006


Other


Down


Sale


4/28/2007(Amounts in thousands)GoodwillUpholstery Group

$
26,959


$



$
(7,327
)

$



$
19,632Retail Group


21,845



6,060











27,905Corporate and Other


8,122















8,122Consolidated

$
56,926


$
6,060


$
(7,327
)

$



$
55,659Trade namesCasegoods Group

$
18,794


$



$
(3,583
)

$
(5,739
)

$
9,472  51




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5:
    Investments    Gross


GrossFiscal 2008

Unrealized Gains


Unrealized Losses


Fair Value(Amounts in thousands)Equity securities

$
247


$
(1,543
)

$
11,111Fixed income


456



(100
)


21,947Other










925Total securities

$
703


$
(1,643
)

$
33,983   Gross


GrossFiscal 2007

Unrealized Gains


Unrealized Losses


Fair Value(Amounts in thousands)Equity securities

$
3,278


$
(3
)

$
12,737Fixed income


122



(146
)


21,014Other


5







1,027Total securities

$
3,405


$
(149
)

$
34,778     4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Proceeds from sales

$
35,580


$
17,342


$
12,983Gross realized gains


4,078



987



773Gross realized losses


(213
)


(256
)


(91
)     Note 6:
    Accrued
    Expenses and Other Current Liabilities  4/26/2008


4/28/2007(Amounts in thousands)Payroll and other compensation

$
47,337


$
49,649Accrued product warranty, current portion


9,184



9,508Income taxes


2,669



9,820Customer deposits


14,100



14,141Other current liabilities


29,410



35,473Accrued expenses and other current liabilities

$
102,700


$
118,591  52




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7:
    Debt  4/26/2008


4/28/2007(Amounts in thousands)Revolving credit facility

$
75,000


$
Industrial revenue bonds


16,845



16,851Private placement notes






121,000Other debt


11,250



11,614Capital leases


1,275



1,783Total debt


104,370



151,248Less: current portion


(4,792
)


(38,076
)Long-term debt

$
99,578


$
113,172   5-year La-Z-Boy
               53




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 8:
    Operating
    Leases        Future


FutureMinimum Rentals


Minimum Income(Amounts in thousands)2009

$
40,617


$
1,5402010


40,378



1,5572011


35,301



1,5952012


32,712



1,6172013


29,868



1,5692014 and beyond


172,737



10,026Total

$
351,613


$
17,904     4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Rental expense

$
52,240


$
47,357


$
43,169Rental income


1,547



1,812



994Contingent rents


12



388



390   Note 9:
    Retirement
    and Welfare     54




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Service cost

$
1,764


$
2,190


$
2,979Interest cost


5,382



5,489



4,880Expected return on plan assets


(7,354
)


(6,717
)


(6,514
)Net amortization and deferral






98



1,202Curtailment/settlement loss






1,323



900Net periodic pension cost


(208
)


2,383



3,447Profit sharing/SERP*


2,197



2,551



6,405401(k)*


5,145



5,414



4,415Other*


97



98



755Total retirement costs

$
7,231


$
10,446


$
15,022     *
    
    Not determined by an actuary 55




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     4/26/2008


4/28/2007(Amounts in thousands)Change in benefit obligationBenefit obligation at beginning of year

$
89,195


$
86,438Service cost


1,764



2,190Interest cost


5,382



5,489Actuarial (gain)/loss


(8,050
)


4,639Benefits paid


(4,685
)


(8,320
)Curtailment


(131
)


(1,241
)Benefit obligation at end of year


83,475



89,195Change in plan assetsFair value of plan assets at beginning of year


93,926



91,468Actual return on plan assets


(398
)


10,574Employer contribution






204Benefits paid


(4,685
)


(8,320
)Fair value of plan assets at end of year

$
88,843


$
93,926Funded status

$
5,368


$
4,731Pension plans in which accumulated benefit obligation exceeds
    plan assets at end of yearAccumulated benefit obligation

$



$
10,982Fair value of plan assets

$



$
10,956     4/26/2008


4/28/2007(Amounts in thousands)Non-current assets

$
5,368


$
4,757Current liabilities






(26
)Net amount recognized

$
5,368


$
4,731     4/26/2008


4/28/2007


4/29/2006Discount rate used to determine benefit obligations


6.6
%


6.1
%


6.4
%Discount rate used to determine net benefit cost


6.1
%


6.4
%


5.5
%Long-term rate of return


8.0
%


8.0
%


8.0
%      56




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4/26/2008


4/28/2007Equity securities


63
%


71
%Debt securities


37
%


29
%Total


100
%


100
%     Benefit Payments(Amounts in thousands)2009

$
4,9192010


4,3222011


4,4592012


4,6222013


4,7902014 to 2018


33,173$
56,285   Note 10:
    Financial
    Guarantees and Product Warranties  La-Z-Boy ®
          4/26/2008


4/28/2007(Amounts in thousands)Balance as of the beginning of the year

$
14,283


$
19,655Accruals during the year


17,798



17,538Other adjustments during the year


(320
)


(4,179
)Adjustments for discontinued operations






(1,521
)Settlements during the period


(17,427
)


(17,210
)Balance as of the end of the period

$
14,334


$
14,283    57




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11:
    Contingencies
    and Commitments  clean-up
  Note 12:
    Stock-Based
    Compensation  Share-Based Payment Accounting for Stock Issued to Employees
       58




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageAverage


RemainingNumber of


Exercise


ContractualShares


Price


Term (Years)(In Thousands)Outstanding at April 28, 2007


2,256


$
16.63



4.3Granted


626



11.45Exercised






Expired


(93
)


19.02Canceled


(121
)


12.66Outstanding at April 26, 2008


2,668



15.51



3.4Exercisable at April 26, 2008


1,422


$
18.02



3.4       4/26/2008


4/28/2007


4/29/2006Risk-free interest rate


5.0
%


4.8
%


4.25
%Dividend rate


3.8
%


3.2
%


3.1
%Expected life in years


4.0



4.0



5.0Stock price volatility


35.0
%


35.0
%


29.0
%Turnover rate


2.5
%


3.0
%


Fair Value Per Share

$
2.88


$
3.47


$
3.21    59




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageNumber of


Grant DateShares


Fair Value(In thousands)Non-vested shares at April 28, 2007


366


$
14.03Granted


188



11.43Vested


(41
)


15.68Canceled


(54
)


12.74Non-vested at April 26, 2008


459


$
12.97       Note 13:
    Accumulated
    Other Comprehensive Income    4/26/2008


4/28/2007(Amounts in thousands)Translation adjustment

$
5,366


$
5,483Cash flow hedges






(85
)Unrealized gains/(losses) on marketable securities


(678
)


2,049Net actuarial loss


(5,123
)


(5,655
)Total accumulated other comprehensive income (loss)

$
(435
)

$
1,792   Note 14:
    Segment
    Information   60




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Upholstery Group. La-Z-Boy.
  Casegoods Group.
  Retail Group. La-Z-Boy ®
      4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)SalesUpholstery Group

$
1,084,418


$
1,198,378


$
1,270,746Casegoods Group


213,896



262,721



292,553Retail Group


190,180



220,319



213,438VIEs/Eliminations


(37,553
)


(59,958
)


(76,931
)Consolidated


1,450,941



1,621,460



1,699,806Operating Income (Loss)Upholstery Group


70,332



78,724



83,160Casegoods Group


10,151



20,289



17,125Retail Group


(40,265
)


(31,161
)


(26,006
)Corporate and Other*


(40,403
)


(24,864
)


(28,565
)Restructuring


(8,135
)


(11,033
)


(8,479
)Intangible write-down


(8,426
)






(22,695
)Consolidated


(16,746
)


31,955



14,540Depreciation and AmortizationUpholstery Group


13,211



13,723



13,282Casegoods Group


2,370



3,002



3,594Retail Group


4,910



4,806



3,801Corporate and Other*


4,205



4,065



3,834Consolidated


24,696



25,596



24,511 61




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Capital ExpendituresUpholstery Group


10,245



10,172



14,782Casegoods Group


392



1,051



3,027Retail Group


5,910



7,356



4,038Corporate and Other*


10,839



7,232



6,144Consolidated


27,386



25,811



27,991AssetsUpholstery Group


428,177



472,854



493,702Casegoods Group


107,338



125,234



231,092Retail Group


107,835



123,208



103,611Unallocated Assets


125,520



157,395



128,347Consolidated

$
768,870


$
878,691


$
956,752Sales by CountryUnited States


89
%


90
%


92
%Canada


8
%


7
%


6
%Other


3
%


3
%


2
%Total


100
%


100
%


100
%     *
    
    Variable Interest Entities (VIEs) are included in
    Corporate and Other.  Note 15:
    Restructuring  La-Z-Boy La-Z-Boy
   62




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Impairment or Disposal of Long-Lived
    Assets. Accounting for Costs Associated
    with Exit or Disposal Activities.
  Accounting for
    the Impairment or Disposal of Long-Lived Assets. Accounting for Costs Associated with
    Exit or Disposal Activities.
      Fiscal 2008CashPayments4/28/2007


Charges to


or Asset


4/26/2008Balance


Expense


Write-Offs


Balance(Amounts in thousands)Severance and benefit-related costs

$
2,177


$
3,253


$
(2,588
)

$
2,842Fixed asset write-downs, net of gains






364



(364
)


Contract termination costs


1,257



2,019



(2,337
)


939Other






2,499



(2,499
)


Total restructuring

$
3,434


$
8,135


$
(7,788
)

$
3,781   Fiscal 2007CashPayments4/29/2006


Charges to


or Asset


4/28/2007Balance


Expense


Write-Offs


Balance(Amounts in thousands)Severance and benefit-related costs

$
891


$
2,537


$
(1,251
)

$
2,177Fixed asset write-downs, net of gains






1,091



(1,091
)


Contract termination costs






3,441



(2,184
)


1,257Other






3,964



(3,964
)


Total restructuring

$
891


$
11,033


$
(8,490
)

$
3,434  63




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 16:
    Income
    Taxes    4/26/2008


4/28/2007(Amounts in thousands)AssetsDeferred and other compensation

$
14,639


$
14,631Warranty


5,802



5,854Allowance for doubtful accounts


6,933



5,307Consolidation of variable interest entities


12,275



9,221State income tax


11,948



13,132Restructuring


1,078



3,411Workers compensation


462



226Employee benefits


2,889



4,713Inventory






373Federal capital loss


1,901



Other


7,466



5,240Valuation reserve


(12,119
)


(11,520
)Total deferred tax assets


53,274



50,588LiabilitiesTrade names


(5,695
)


(8,218
)Pension


(2,179
)


(1,830
)Property, plant and equipment


(5,336
)


(7,716
)Inventory


(744
)


Other






(161
)Total deferred tax liabilities


(13,954
)


(17,925
)Net deferred tax assets

$
39,320


$
32,663     (% of Pre-Tax Income)

4/26/2008


4/28/2007


4/29/2006Statutory tax rate


35.0
%


35.0
%


35.0
%Increase (reduction) in income taxes resulting from:State income taxes, net of federal benefit


6.2



1.6



28.6Goodwill impairment










153.7Repatriation of foreign earnings


0.6



3.2



Non-deductible meals and entertainment


(1.7
)


1.1



8.0ESOP benefit


1.9



(1.4
)


(8.7
)Change in valuation allowance


3.6



(2.2
)


17.4Foreign tax rate differential


3.6



(1.7
)


(0.5
)Change in value of life insurance contracts


(2.0
)


(0.1
)


(12.1
)Federal income tax credits


1.4



(1.6
)


(6.2
)Deduction for U.S. manufacturing






(0.5
)


(6.5
)Change in tax rates


(0.8
)






Non-deductible stock option expense


(0.8
)


1.0



Miscellaneous items


1.0



(0.6
)


(0.5
)Effective tax rate


48.0
%


33.8
%


208.2
%  64




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    La-Z-Boy
          4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Federal - current

$
(652
)

$
14,475


$
14,287- deferred


(5,556
)


(7,976
)


(4,422
)State     - current


(68
)


3,501



2,091- deferred


(600
)


(2,144
)


178Foreign - current


(4
)


2,682



214- deferred


(74
)


(448
)


(1,590
)Total income tax expense

$
(6,954
)

$
10,090


$
10,758     4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)United States

$
(14,431
)

$
20,043


$
11,588Foreign


(60
)


9,815



(6,420
)Total

$
(14,491
)

$
29,858


$
5,168   Accounting for Uncertainty in Income Taxes,
 65




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4/26/2008(Amountsin thousands)Balance as of April 29, 2007

$
9,628Additions:Positions taken during the current year


337Positions taken during the prior year


303Reductions:Positions taken during the current year


Positions taken during the prior year


(1,317
)Decreases related to settlements with taxing authorities


(721
)Reductions resulting from the lapse of the statute of limitations


(999
)Balance as of April 26, 2008

$
7,231               Note 17:
    Variable
    Interest Entities  Consolidation of Variable Interest Entities
  La-Z-Boy ® La-Z-Boy and/or
 66




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 18:
    Acquisitions,
    Dispositions, and Discontinued Operations  Acquisitions
    Dispositions
    Discontinued
    Operations
         67




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4/28/2007(Amountsin thousands)Assets of discontinued operations:Receivables, net

$
7,140Inventories, net


10,978Trade names


5,740Other assets


420$
24,278Liabilities of discontinued operations:Accounts payable

$
1,591Accrued expenses


2,057Non-current liabilities


195$
3,843     4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Net sales

$
22,622


$
122,713


$
221,952Income (loss) from discontinued operations, net of tax


(2,304
)


(16,564
)


2,549Gain (loss) on sale of discontinued operations, net of tax


(3,696
)


935



     Note 19:
    Earnings
    per Share   68




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4/26/2008


4/28/2007


4/29/2006(Amounts in thousands)Weighted average common shares outstanding (basic)


51,408



51,475



51,801Effect of options and unvested restricted stock






131



Weighted average common shares outstanding (diluted)


51,408



51,606



51,801       Note 20:
    Related
    Parties    Note 21:
    Income
    from Continued Dumping and Subsidy Offset Act   69




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure Controls and Procedures. Rule 13a-15(e)
  Managements Annual Report on Internal Control over
    Financial Reporting.
  Changes in Internal Control over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION  Bylaws
    Amendment
  Rule 14a-8.
  
    A shareholder who wishes to nominate a candidate for election to
    the board or present a proposal at a shareholder meeting must
    give us advance written notice within a specified timeframe. For
    annual meetings, we must receive the notice at least
    90 days and no more than 120 days before the first
    anniversary of the previous years annual meeting, except
    that if the meeting date is more than 30 days before or
    60 days after that anniversary, different rules apply.
    (Before the amendment, our bylaws required at least
    120 days notice for director nominations.)
    The notice must include specified information, including:  ¡
    the number of shares the shareholder owns;¡
    a description of any derivative instruments the shareholder owns
    for which our shares are the underlying security or any other
    direct or indirect opportunity the shareholder has to profit
    from any increase or decrease in the value of our shares;¡
    any proxy, contract, arrangement, understanding, or relationship
    under which the shareholder has a right to vote any of our
    shares;¡
    the extent to which the shareholder or any associated
    shareholder has entered into any transaction or series of
    transactions, including hedging, short selling, borrowing
    shares, or lending shares, with the effect or intent to mitigate
    loss or manage the risks of changes in share price or to profit
    from any decrease in share price, or to increase or decrease the
    voting power of the shareholder or any associated shareholder;¡
    any rights to dividends on our shares the shareholder has that
    are separated or separable from the underlying shares;¡
    any performance-related fees (other than an asset-based fee) the
    shareholder is entitled to based on any increase or decrease in
    the value of our shares or related derivative instruments,
    including any such interests held by members of the
    shareholders family; and¡
    any other information about the shareholder that would be
    required to be disclosed in a proxy statement. 70




---



##### Table of Contents




    A notice relating to a proposal other than director nominations
    also must include:  ¡
    a brief description of the business desired to be brought before
    the meeting, the reasons for conducting that business at the
    meeting, and any material interest the shareholder has in that
    business; and¡
    a description of any agreements, arrangements, and
    understandings between the shareholder and any other person in
    connection with the proposal.  
    A notice relating to a director nomination must include:  ¡
    all information about the nominee that would be required in a
    proxy statement (including the nominees written consent to
    being named in the proxy statement as a nominee and to serving
    as a director if elected); and¡
    a description of all direct and indirect compensation, and other
    material monetary arrangements during the past three years, and
    any other material relationships between the proposing
    shareholder and specified related persons, on the one hand, and
    the nominee and specified related persons, on the other.  
    A notice relating to a director nomination must be accompanied
    by a completed directors questionnaire.  Rule 14a-8.
    Long-Term
    Equity Award Plan Amendment
  La-Z-Boy
  
    permits us to grant an additional type of award 
    cash-settled restricted stock units  to participants
    other than named executive officers;
    provides the Compensation Committee discretion to allocate
    awards among the various award types rather than fixing the
    allocation in the plan;
    changes the vesting schedule for restricted stock, except for
    awards to named executive officers, so that 50% of the award
    vests on the third anniversary of the award date and the
    remaining 50% vests on the fourth anniversary (awards to named
    executive officers continue to vest 25% on the third
    anniversary, 25% on the fourth, and 50% on the fifth);
    clarifies the prohibition on option repricing; and
    limits the chief executive officers discretion to award
    restricted shares to newly hired or promoted employees.   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT.  http://www.la-z-boy.com
 71




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Financial Statements:
                Financial Statement Schedules
           72




---



##### Table of Contents



Exhibits
    ExhibitNumber

Description(2)

Not applicable(3.1)

La-Z-Boy Incorporated Restated Articles of Incorporation
    (Incorporated by reference to an exhibit to Form 10-Q for the
    quarter ended October 26, 1996)(3.2)

Amendment to Restated Articles of Incorporation (Incorporated by
    reference to an exhibit to Form 10-K/A filed September 27, 1999)(3.3)

La-Z-Boy Incorporated Amended and Restated Bylaws (as of
    June 13, 2008)(4.1)

Credit Agreement dated as of February 6, 2008 among La-Z-Boy
    Incorporated, certain of its subsidiaries, the lenders named
    therein, and Wachovia Capital Finance Corporation (Central), as
    administrative agent for the lenders (Incorporated by reference
    to an exhibit to Form 8-K filed February 12, 2008).(9)

Not applicable(10.1)*

La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee
    Directors, amended and restated through August 12, 2003
    (Incorporated by reference to an exhibit to definitive proxy
    statement dated July 9, 2003)(10.2)*

La-Z-Boy Incorporated 1997 Incentive Stock Option Plan
    (Incorporated by reference to an exhibit to definitive proxy
    statement dated June 27, 1997)(10.3)*

Form of Change in Control Agreement (Incorporated by reference
    to an exhibit to Form 8-K dated February 6, 1995).  In effect
    for: Kurt L. Darrow, Steven M. Kincaid, Louis M. Riccio, Jr.,
    and Otis Sawyer.(10.4)*

Form of Indemnification Agreement (covering all directors,
    including employee-directors) (Incorporated by reference to an
    exhibit to Form 8, Amendment No. 1, dated November 3, 1989)(10.5)*

2005 La-Z-Boy Incorporated Executive Deferred Compensation Plan
    (Incorporated by reference to an exhibit to Form 10-Q for the
    quarter ended January 28, 2006)(10.6)*

La-Z-Boy Incorporated 2004 Long-Term Equity Award Plan as
    Amended through June 13, 2008(10.7)*

Sample award agreement under the 2004 Long Term Equity Award
    Plan (Incorporated by reference to an exhibit to Form 10-K for
    the fiscal year ended April 29, 2006)(10.8)*

Executive Incentive Compensation Plan - Description as of June
    16, 2006 (Incorporated by reference to an exhibit to Form 10-K
    for the fiscal year ended April 29, 2006)(11)

Statement regarding computation of per share earnings (See Note
    19 to the Consolidated Financial Statements included in Item 8)(12)

Not applicable(13)

Not applicable(14)

Not applicable(16)

Not applicable(18)

Not applicable(21)

List of subsidiaries of La-Z-Boy Incorporated(22)

Not applicable(23)

Consent of PricewaterhouseCoopers LLP (EDGAR filing only)(24)

Not applicable(31)

Certifications pursuant to Rule 13a-14(a)(32)

Certifications pursuant to 18 U.S.C. Section 1350(33)

Not applicable(34)

Not applicable(35)

Not applicable(99)

Not applicable(100)

Not applicable     *
    
    Indicates a management contract or compensatory plan or
    arrangement under which a director or executive officer may
    receive benefits. 73




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Financial
    Statement Schedule
  La-Z-Boy
  La-Z-Boy Form 10-K) Form 10-K.
       74




---



##### Table of Contents



LA-Z-BOY
    INCORPORATED AND SUBSIDIARIES SCHEDULE II
   VALUATION
    AND QUALIFYING ACCOUNTS
 Allowance
    for Doubtful Accounts and Long-Term Notes
  TradeAccountsReductions


Additions


ReceivableBalance at





from


Charged


Written


Balance atBeginning


Discontinued


Consolidation of


to Costs and


Off Net of


End ofFiscal Year Ended

of Year


Operations


VIEs


Expenses


Recoveries


Year(Dollars in thousands)April 26, 2008

$
15,577










$
8,550


$
(3,384
)

$
20,743April 28, 2007


17,431



(925
)






3,790



(4,719
)


15,577April 29, 2006


20,489







(891
)


4,527



(6,694
)


17,431  75




---



##### Table of Contents



SIGNATURES
  Form 10-K
  LA-Z-BOY
  BY
    /s/  Kurt
    L. Darrow        /s/  J.
    W. JohnstonJ.
    W. Johnston
    Chairman of the Board of Directors

/s/  J.
    H. FossJ.
    H. Foss
    Director/s/  K.
    L. DarrowK.
    L. Darrow
    President and Chief Executive Officer, Director

/s/  D.
    K. HehlD.
    K. Hehl
    Director/s/  R.
    M. GabrysR.
    M. Gabrys
    Director

/s/  R.
    E. LipfordR.
    E. Lipford
    Director/s/  H.
    G. LevyH.
    G. Levy
    Director

/s/  N.
    R. QubeinN.
    R. Qubein
    Director/s/  W.
    A. McColloughW.
    A. McCollough
    Director

/s/  J.
    L. ThompsonJ.
    L. Thompson
    Director/s/  L.
    M. Riccio, Jr.L.
    M. Riccio, Jr.
    Senior Vice President, and Chief Financial Officer

/s/  M.L.
    MuellerM.L.
    Mueller
    Vice President, Corporate Controller and Chief Accounting
    Officer  76