SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                  MAY 31, 2000
--------------------------------------------------------------------------------
               (Date of Report (Date of Earliest Event Reported))

                              LA-Z-BOY INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  MICHIGAN                               38-0751137
--------------------------------------------------------------------------------
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)              Identification No.)

      1284 North Telegraph Road, Monroe, Michigan          48162-3390
--------------------------------------------------------------------------------
       (Address of principal executive offices)            (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (734) 241-4414

                                      None
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.


                                       1
<PAGE>

Item 5. Other Events


                                      INDEX


DESCRIPTION                                                             Page #
-------------------------------------------------------------------------------

Text of News Release Issued May 31, 2000                                   3

Fourth Quarter Analysis                                                    5

Fourth Quarter Statement of Cash Flows                                     6

Fourth Quarter Management's Discussion and Analysis                        7

Report of Management Responsibilities*                                     8

Report of Independent Accountants*                                         8

Consolidated Balance Sheet*                                                9

Consolidated Statement of Income*                                         11

Consolidated Statement of Cash Flows*                                     12

Consolidated Statement of Changes in Shareholders' Equity*                13

Notes to Consolidated Financial Statements*                               14

Management's Discussion and Analysis*                                     21

Consolidated Six Year Summary*                                            25

Unaudited Quarterly Financial Information*                                26

Dividend and Market Information*                                          27

Investor Information*                                                     27

Board of Directors and Executives*                                        28

Signature Page                                                            29



* This information is the same as what is planned to be included in the
Company's 2000 Annual Report to shareholders.


Exhibit #     Description of Exhibit
---------    --------------------------------------------------------------
  (4)        $300,000,000 credit agreement dated as of May 12, 2000 among
               LA-Z-BOY INCORPORATED, the banks listed therein, COMERICA BANK,
               as Syndication Agent, SUNTRUST BANK, as Documentation Agent
               and WACHOVIA BANK, N.A., as Administrative Agent.

  (23)       Consent of PricewaterhouseCoopers LLP

  (27)       Financial Data Schedule (EDGAR only)


                                       2
<PAGE>


                                  News Release

                LA-Z-BOY, INCORPORATED REPORTS RECORD FISCAL 2000
                    RESULTS FOR FOURTH QUARTER AND FULL YEAR

NYSE & PCX: LZB                           Contact:  Gene Hardy  (734) 241-4306
                         E-mail:gene.hardy@la-z-boy.com




     MONROE, MI., May 31, 2000 - For the fiscal fourth quarter and full year
ended April 29, 2000, La-Z-Boy Incorporated again achieved record sales and
profits. La-Z-Boy Incorporated is one of the world's leading residential
furniture producers.


Financial Details
     Sales of $631.1 million for the fourth quarter of fiscal 2000 rose by
$265.3 million, up 73%, from the year-earlier quarter of $365.8 million. About
$223 million of this increase came from recent La-Z-Boy acquisitions, as
discussed below. Operating profit for the fourth quarter increased 42% on a
year-over-year basis, to $51.1 million from $36.0 million. "EBITDA" (earnings
before interest, taxes, depreciation and amortization) rose 52% to $63.1 million
in the most recent quarter, and represented 10% of the quarter's sales versus
11% in the final quarter of fiscal 1999.

     Fourth quarter net income for fiscal 2000 grew 30% to $29.7 million from
$22.8 million a year earlier, while diluted earnings per share increased 14% to
$0.49 from $0.43 in fiscal 1999. The fourth quarter of fiscal 2000 contained 14
weeks as compared with 13 weeks in the prior year's final quarter.

     Full year sales totaled $1.717 billion in fiscal 2000, up 33% from the
prior year's $1.288 billion. Operating income for the year increased 35%, while
net income rose 32% and diluted earnings per share advanced 29% to $1.60 from
$1.24 a year earlier.


Operations
     "Fiscal 2000 was another excellent year for La-Z-Boy," said president and
chief operating officer Gerald L. Kiser. "We ended fiscal 2000 as a much bigger
family of companies than when the year began, and we have already begun to build
upon and leverage the strengths of our various operating businesses for the
benefit of the company as a whole.

     "In addition to achieving record sales and profits, we again exceeded our
three publicly-stated financial goals for the year: sales growth from La-Z-Boy's
existing operations exceeded industry growth; operating profit margin increased
and operating return on capital again exceeded 20%.

     "Although the recent short-term interest rate hikes by the Federal Reserve
Board are of some concern, insofar as they may lead to a dampening of overall
U.S. consumer demand, we believe the long term sales outlook for both our
industry and La-Z-Boy continues to be strong. Given our large and growing
gallery distribution, our exciting new product introductions, the product
diversity brought to us by our recent acquisitions, and the extraordinary
strength of the La-Z-Boy brand name, we are optimistic about the future."


Acquisitions
     La-Z-Boy Incorporated completed three important strategic acquisitions
during fiscal 2000. Chairman Patrick H. Norton noted, "These new members of the
La-Z-Boy family have broadened our product mix, brought in strong new market
leadership positions for us in the youth and contract furniture segments, and
moved La-Z-Boy to the forefront of the residential furniture industry,
size-wise. Their integration into the La-Z-Boy organization is proceeding
smoothly.

     "Bauhaus USA and Alexvale Furniture are both major players in the important
department store distribution channel. LADD - a very substantial U.S. furniture
manufacturer in its own right - provides us with a substantially enhanced
presence in the good-to-better casegoods and upscale upholstery sectors, in
addition to LADD's youth and contract businesses. Taken together, these three
companies have added more than $800 million to La-Z-Boy's annualized sales base.

                                       3
<PAGE>

     "Importantly, our unique distribution network of stand-alone and in-store
galleries continued to increase and broaden during fiscal 2000, providing us
with a major competitive edge in the retail consumer marketplace. La-Z-Boy
Residential Division has 285 Furniture Galleries and 312 in-store galleries,
which together account for 5.4 million square feet of retail selling space. An
additional 3.6 million square feet of retail floor space is dedicated
exclusively to other La-Z-Boy, Inc. manufactured products. This figure includes
the in-store gallery distribution brought to La-Z-Boy by LADD's Pennsylvania
House, Clayton Marcus, and Lea Industries divisions."


Operating Division Related
     Last fall, La-Z-Boy Residential, with about $900 million in annual sales,
was reorganized as a separate operating unit to provide increased support and
focus for the division's continuing expansion and to improve organizational
effectiveness of corporate management. In keeping with its commitment to
providing innovative, leading-edge products, the Residential division introduced
the Oasis(R) recliner with a built in electric cooler, phone, massage and
heating system. It also launched the Explorer(R) recliner, the industry's first
"e-cliner". The Explorer(R) joins the power of the La-Z-Boy, Sony and Microsoft
WebTV names in a first ever marketing partnership.

     Both England/Corsair and Kincaid added stand-alone gallery store operations
to their retail product distribution mix during the year. In addition,
England/Corsair finished a year of exceptional sales growth and added two new
manufacturing plants.

     Finally, April's semiannual International Home Furnishings market in High
Point, N.C. was an excellent one for the La-Z-Boy family of companies. Our
overall results from the April market suggest a healthy business tone for the
near future - barring an economic slowdown brought on either by the Federal
Reserve Board or by other external incluences.


More Information
     La-Z-Boy Incorporated's Form 8-K filing includes an income statement,
balance sheet, cash flow statement, notes to financial statements, annual report
narratives and additional management discussion and is available now at the
Company's internet site (www.lazboy.com). This news release is just one part of
La-Z-Boy Incorporated's disclosures and should be read in conjunction with the
other information in the Form 8-K.


Forward-Looking Statements
     This news release contains "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934. Such statements are
dependent on a number of factors which could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
Such factors include changes in consumer demand for home furnishings in addition
to those factors set forth in the Company's required filings with the U.S.
Securities and Exchange Commission.



                                       4
<PAGE>


                            Fourth Quarter Analysis

         Unaudited Quarter (14 weeks) Ended April 29, 2000 Compared to
                    Quarter (13 weeks) Ended April 24, 1999

                                    Income Statement Analysis
                                       Fourth Quarter Ended
                            ------------------------------------------
                               FY00
                               Over                   % of Sales
                             (Under)           -----------------------
                               FY99               2000         1999
                            ----------         ----------   ----------
Sales                            73%              100.0%      100.0%
Cost of sales                    79%               75.3%       72.5%
                            ----------         ----------   ----------
     Gross profit                55%               24.7%       27.5%
Selling, general and
   administrative                62%               16.6%       17.7%
                            ----------         ----------   ----------
     Operating profit            42%                8.1%        9.8%

Interest expense                331%                0.7%        0.3%
Interest income                 (36%)               0.1%        0.2%
Other income                     40%                0.1%        0.2%
                            ----------         ----------   ----------
     Pretax income               32%                7.6%        9.9%

Income tax expense               36%               38.0%*      37.1%*
                            ----------         ----------   ----------
     Net income                  30%                4.7%        6.2%
                            ==========         ==========   ==========

Basic earnings per share         14%
Diluted earnings per share       14%
Dividends per share               0%

    * As a percent of pretax income, not sales.



<TABLE>
<CAPTION>


                                                        Segment Analysis
                                                       Fourth Quarter Ended
                          --------------------------------------------------------------------------
                                       Net Sales                            Operating Profit
                          -----------------------------------       --------------------------------
                             FY00                                      FY00
                             Over            % of Total                Over           % of Sales
                           (Under)     ----------------------        (Under)     -------------------
                             FY99         FY00         FY99            FY99        FY00       FY99
                          ----------   ----------   ---------       ----------   --------  ---------
<S>                             <C>        <C>         <C>                <C>       <C>       <C>
Residential upholstery          40%        65.2%       80.2%              19%       9.9%      11.6%
Residential casegoods          198%        25.5%       14.7%             141%       6.2%       7.7%
Contract                       214%         9.3%        5.1%             337%       6.5%      (8.6%)
Unallocated corporate
   costs & eliminations         N/A         N/A         N/A             (433%)      N/A        N/A
                          ----------   ----------   ---------       ----------   --------  ---------
      Consolidated              73%       100.0%      100.0%              42%       8.1%       9.8%
                          ==========   ==========   =========       ==========   ========  =========

</TABLE>



                                       5
<PAGE>



                              LA-Z-BOY INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                     (Unaudited, dollar amounts in thousands)


                                                            Unaudited
                                                      Fourth Quarter Ended
                                                      ---------------------
                                                      April 29,   April 24,
                                                         2000       1999
                                                      (14 weeks) (13 weeks)
                                                      ---------- ----------
Cash Flows from Operating Activities
    Net income                                          $29,714    $22,783

    Adjustments to reconcile net income to
     net cash provided by operating activities
       Depreciation and amortization                     11,381      5,019
       Change in receivables                            (50,836)   (36,630)
       Change in inventories                             14,367     11,086
       Change in other assets and liabilities             6,223      9,987
       Change in deferred taxes                          (2,680)      (853)

                                                      ---------- ----------
          Total adjustments                             (21,545)   (11,391)

                                                      ---------- ----------
           Cash Provided by Operating Activities          8,169     11,392

Cash Flows from Investing Activities
    Proceeds from disposals of assets                       412         88
    Capital expenditures                                 (9,167)   (10,334)
    Acquisition of operating division, net of cash
      acquired                                            2,828          -
    Change in other investments                          (3,642)    (3,168)

                                                      ---------- ----------
           Cash Used by Investing Activities             (9,569)   (13,414)

Cash Flows from Financing Activities
    Long term debt                                      118,622          -
    Retirements of debt                                (106,721)    (3,456)
    Capital leases                                         -           204
    Capital lease principal payments                       (214)      (504)
    Stock for stock option plans                          2,235      1,517
    Stock for 401(k) employee plans                         787        520
    Purchase of La-Z-Boy stock                          (10,184)    (2,766)
    Payment of cash dividends                            (4,903)    (4,195)

                                                      ---------- ----------
           Cash Provided/(Used) by Financing Activities    (378)    (8,680)

Effect of exchange rate changes on cash                    (400)       215

                                                      ---------- ----------
Net change in cash and equivalents                       (2,178)   (10,487)

Cash and equivalents at beginning of period              16,531     44,037

                                                      ---------- ----------
Cash and equivalents at end of period                   $14,353    $33,550
                                                      ========== ==========

Cash paid during period    -Income taxes                $12,946    $26,344
                           -Interest                     $2,984     $1,578


For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.


                                       6
<PAGE>



               Fourth Quarter Management's Discussion and Analysis


Note:  Unaudited quarterly numbers can be found on page 26 of the attached
       report.

     Sales in the fourth quarter of fiscal year 2000 were up 73% over the prior
year's fourth quarter. This increase was mainly due to the acquisition of LADD,
Bauhaus and Alexvale during the year. About 3% of the increase was due to
internal growth, and about 8% of the increase was due to 14 weeks in the FY00
fourth quarter versus 13 weeks in the prior year quarter.

     Gross profit margin decreased to 24.7% of sales from 27.5% of sales in last
year's fourth quarter. The primary cause of the gross profit margin decline was
below average gross margins of acquisitions. Also contributing to the decline
was a continuation of higher labor and overhead costs associated with improving
plant floor layout costs and acquiring new employees in a low unemployment
environment. However, as expected, the impact of these costs was reduced from
the level which was experienced in recent quarters.

     Fourth quarter selling, general and administrative expenses decreased to
16.6% of sales from 17.7% last year. Bonus related and information technology
expenses as a percent of sales were below the prior year. In addition to the
above, many other selling, general and administrative expenses were flat or
increased at a rate less than the sales increase. These reductions more than
offset an increase in warranty expense.

     Operating profit as a percent of sales declined to 9.9% from 11.6% in the
upholstery segment. The upholstery segment operating margin decline was due
mainly to the acquisitions that occurred during the year and was the primary
reason for the consolidated drop in margins. In the casegoods segment, operating
profit as a percent of sales declined to 6.2% from 7.7%. For the Contract
segment, operating profit as a percent of sales increased to 6.5% of sales from
(8.6%) due to the acquisition of LADD's American of Martinsville operating
division.

     Interest expense as a percent of sales increased from 0.3% last year to
0.7% due to debt relating to the acquisition of LADD during the fourth quarter
and financing obtained in the first quarter for the acquisition of Bauhaus.

     Income tax expense as a percent of pretax income increased to 38.0% from
37.1% last year. Non-deductible goodwill amortization was higher in this year's
fourth quarter as compared to last year's fourth quarter.


                                       7
<PAGE>


                                Financial Report


                      Report of Management Responsibilities


La-Z-Boy Incorporated

     The management of La-Z-Boy Incorporated is responsible for the preparation
of the accompanying consolidated financial statements, related financial data
and all other information included in the following pages. The financial
statements have been prepared in accordance with generally accepted accounting
principles and include amounts based on management's estimates and judgements
where appropriate.
     Management is further responsible for maintaining the adequacy and
effectiveness of established internal controls. These controls provide
reasonable assurance that the assets of La-Z-Boy Incorporated are safeguarded
and that transactions are executed in accordance with management's authorization
and are recorded properly for the preparation of financial statements. The
internal control system is supported by written policies and procedures, the
careful selection and training of qualified personnel and a program of internal
auditing.
     The accompanying report of the Company's independent accountants states
their opinion on the Company's financial statements, based on audits conducted
in accordance with generally accepted auditing standards. The Board of
Directors, through its Audit Committee composed exclusively of outside
directors, is responsible for reviewing and monitoring the financial statements
and accounting practices. The Audit Committee meets periodically with the
internal auditors, management and the independent accountants to ensure that
each is meeting its responsibilities. The Audit Committee and the independent
accountants have free access to each other with or without management being
present.


/s/Gerald L. Kiser
Gerald L. Kiser
President and Chief Operating Officer



/s/Frederick H. Jackson
Frederick H. Jackson
Chief Financial Officer






                        Report of Independent Accountants


PricewaterhouseCoopers

     To the Board of Directors and Shareholders of La-Z-Boy Incorporated:

     In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of cash flows and of changes in
shareholders' equity, including pages 9 through 20, present fairly, in all
material respects, the financial position of La-Z-Boy Incorporated and its
subsidiaries at April 29, 2000 and April 24, 1999, and the results of their
operations and their cash flows for each of the three fiscal years in the period
ended April 29, 2000, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.



/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Toledo, Ohio
May 31, 2000



                                       8
<PAGE>



                           Consolidated Balance Sheet



(Amounts in thousands, except par value)         As of     4/29/00     4/24/99
------------------------------------------------------------------------------
Assets

Current assets
   Cash and equivalents................................    $14,353     $33,550
   Receivables, less allowance of $25,474 in
       2000 and $19,550 in 1999........................    394,453     265,157
   Inventories
      Raw materials....................................     91,018      47,197
      Work-in-progress.................................     63,635      37,447
      Finished goods...................................     98,623      34,920
                                                        ----------    --------
        FIFO inventories...............................    253,276     119,564
        Excess of FIFO over LIFO.......................     (7,473)    (23,053)
                                                        ----------    --------
          Total inventories............................    245,803      96,511
   Deferred income taxes...............................     22,374      20,028
   Other current assets................................     15,386      10,342
                                                        ----------    --------
       Total current assets............................    692,369     425,588

Property, plant and equipment
   Buildings and building fixtures.....................    189,588     116,601
   Machinery and equipment ............................    162,485     124,835
   Information systems ................................     27,836      23,228
   Land and land improvements .........................     25,173      13,514
   Transportation equipment ...........................     17,454      15,685
   Network and production tracking systems ............      6,080       4,881
   Other ..............................................     22,755      23,923
                                                        ----------    --------
                                                           451,371     322,667
     Less: accumulated depreciation....................    223,488     196,678
                                                        ----------    --------
       Property, plant and equipment, net..............    227,883     125,989

Goodwill, less accumulated amortization of
   $17,360 in 2000 and $13,583 in 1999.................    116,668      46,985
Trade names, less accumulated amortization
   of $1,052 in 2000...................................    135,340        --
Other long-term assets, less allowance of
   $6,747 in 2000 and $6,077 in 1999...................     46,037      31,230
                                                        ----------    --------
       Total assets.................................... $1,218,297    $629,792
                                                        ==========    ========


The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.



                                       9
<PAGE>



                           Consolidated Balance Sheet

(Amounts in thousands, except par value)         As of     4/29/00     4/24/99
-------------------------------------------------------------------------------

Liabilities and shareholders' equity

Current liabilities
   Current portion of long-term debt...................    $13,119      $2,001
   Current portion of capital leases...................        457         784
   Accounts payable....................................     90,392      45,419
   Payroll/other compensation..........................     74,724      53,697
   Income taxes........................................      5,002       4,103
   Other current liabilities...........................     53,312      26,424
                                                        ----------    --------
       Total current liabilities.......................    237,006     132,428

Long-term debt.........................................    233,938      62,469
Capital leases.........................................      2,156         219
Deferred income taxes..................................     50,280       5,697
Other long-term liabilities............................     31,825      14,064

Commitments and contingencies..........................

Shareholders' equity
   Preferred shares-5,000 authorized; none issued......       --          --
   Common shares, $1 par value-150,000 authorized;
       61,328 issued in 2000 and 52,340 issued in 1999.     61,328      52,340
   Capital in excess of par value......................    211,450      31,582
   Retained earnings...................................    392,458     332,934
   Currency translation adjustments....................     (2,144)     (1,941)
                                                        ----------    --------
       Total shareholders' equity......................    663,092     414,915
                                                        ----------    --------
         Total liabilities and shareholders' equity.... $1,218,297    $629,792
                                                        ==========    ========

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.




                                       10
<PAGE>



                        Consolidated Statement of Income


(Amounts in thousands,
except per share data)  Fiscal year ended    4/29/00     4/24/99       4/25/98
-------------------------------------------------------------------------------
Sales....................................  $1,717,420   $1,287,645   $1,108,038
Cost of sales............................   1,284,158      946,731      825,312
                                           ----------   ----------   ----------
  Gross profit...........................     433,262      340,914      282,726

Selling, general and administrative......     288,962      234,075      205,523
                                           ----------   ----------   ----------
  Operating profit.......................     144,300      106,839       77,203

Interest expense.........................       9,655        4,440        4,157
Interest income..........................       1,976        2,181        2,021
Other income.............................       3,692        2,658        4,207
                                           ----------   ----------   ----------
  Pretax income..........................     140,313      107,238       79,274

Income tax expense
  Federal - current......................      49,491       41,286       28,467
          - deferred.....................      (3,288)      (4,727)      (2,046)
    State - current......................       7,048        5,114        3,287
          - deferred.....................        (552)        (577)        (354)
                                           ----------   ----------   ----------
Total tax expense........................      52,699       41,096       29,354
                                           ----------   ----------   ----------
    Net income...........................     $87,614      $66,142      $49,920
                                           ==========   ==========   ==========

    Basic average shares*................      54,488       52,890       53,654

    Basic net income per share*..........       $1.61        $1.25        $0.93

    Diluted weighted average shares*.....      54,860       53,148       53,821

    Diluted net income per share*........       $1.60        $1.24        $0.93



The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

*Restated to reflect the September, 1998 three-for-one stock split, in the form
of a 200% stock dividend.



                                       11
<PAGE>



<TABLE>
<CAPTION>

                                         Consolidated Statement of Cash Flows


(Amounts in thousands)                       Fiscal year ended    4/29/00     4/24/99    4/25/98
------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>        <C>
Cash flows from operating activities
   Net income.................................................    $87,614     $66,142    $49,920
   Adjustments to reconcile net income to
      net cash provided by operating activities
        Depreciation and amortization.........................     30,342      22,081     21,021
        Change in receivables.................................    (42,595)    (26,875)   (14,090)
        Change in inventories.................................     (4,703)     (4,607)    (6,918)
        Change in other assets and liabilities................     (6,431)     28,287      2,374
        Change in deferred taxes..............................     (5,797)     (3,130)     3,177
                                                                  -------     -------    -------
             Total adjustments................................    (29,184)     15,756      5,564
                                                                  -------     -------    -------
        Cash provided by operating activities.................     58,430      81,898     55,484

Cash flows from investing activities
   Proceeds from disposals of assets..........................      1,202         401      1,585
   Capital expenditures.......................................    (37,968)    (25,316)   (22,016)
   Acquisition of operating divisions, net of cash acquired...    (57,952)       --         --
   Change in other investments................................     (9,681)     (4,895)   (16,066)
                                                                  -------     -------    -------
        Cash used for investing activities....................   (104,399)    (29,810)   (36,497)

Cash flows from financing activities
   Long-term debt.............................................    175,622        --       35,000
   Retirements of debt........................................   (110,319)     (6,786)   (24,653)
   Capital leases.............................................      1,657         204       --
   Capital lease principal payments...........................       (856)     (1,403)    (2,017)
   Stock for stock option plans...............................      6,637       6,431      5,748
   Stock for 401(k) employee plans............................      2,598       1,902      1,704
   Purchases of La-Z-Boy stock................................    (31,046)    (30,460)   (16,391)
   Payment of cash dividends..................................    (17,447)    (16,417)   (15,029)
                                                                  -------     -------    -------
        Cash provided by (used for) financing activities......     26,846     (46,529)   (15,638)

Effect of exchange rate changes on cash.......................        (74)       (709)       (31)
                                                                  -------     -------    -------
Net change in cash and equivalents............................    (19,197)      4,850      3,318

Cash and equivalents at beginning of the year.................     33,550      28,700     25,382
                                                                  -------     -------    -------
Cash and equivalents at end of the year.......................    $14,353     $33,550    $28,700
                                                                  =======     =======    =======
Cash paid during the year
   - Income taxes.............................................    $52,210     $44,842    $29,025
   - Interest.................................................     $7,128      $4,340     $4,235
<FN>


The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>



                                       12
<PAGE>


<TABLE>
<CAPTION>


                             Consolidated Statement of Changes in Shareholders' Equity

                                                            Capital
                                                              in                     Accumulated
                                                             excess                      Other
                                                Common       of par      Retained    Comprehensive
(Amounts in thousands)                          shares       value       earnings        Loss       Total
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>               <C>     <C>
     At April 26, 1997 ....................   $  17,908    $  27,697    $ 314,731        ($998)   $ 359,338

Purchases of La-Z-Boy stock ...............        (484)                  (15,907)                  (16,391)

Stock options/401(k) ......................         333        1,110        6,008                     7,451

Acquisition related .......................          93          455        2,423                     2,971

Dividends paid ............................                               (15,029)                  (15,029)

Comprehensive income

       Net income .........................                                49,920

       Translation adjustment..............                                                (51)

         Total comprehensive income........                                                          49,869
                                                -------     --------     --------       ------     --------
           At April 25, 1998 ..............      17,850       29,262      342,146       (1,049)     388,209

Three-for-one stock split .................      35,700                   (35,700)                     --

Purchases of La-Z-Boy stock ...............      (1,700)                  (28,760)                  (30,460)

Stock options/401(k) ......................         490        2,320        5,523                     8,333

Dividends paid ............................                               (16,417)                  (16,417)

Comprehensive income

       Net income .........................                                66,142

       Translation adjustment .............                                               (892)

         Total comprehensive income........                                                          65,250
                                                -------     --------     --------       ------     --------
           At April 24, 1999 ..............      52,340       31,582      332,934       (1,941)     414,915

Purchases of La-Z-Boy stock ...............      (1,749)                  (29,297)                  (31,046)

Stock options/401(k) ......................         609        1,139        7,487                     9,235

Acquisition related........................      10,128      178,729       11,167                   200,024

Dividends paid ............................                               (17,447)                  (17,447)

Comprehensive income

       Net income .........................                                87,614

       Translation adjustment .............                                               (203)

         Total comprehensive income........                                                          87,411
                                                -------     --------     --------       ------     --------
           At April 29, 2000 ..............     $61,328     $211,450     $392,458      ($2,144)    $663,092
                                                =======     ========     ========       ======     ========
<FN>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>


                                       13
<PAGE>



                   Notes to Consolidated Financial Statements


Note 1:  Accounting Policies

     The Company operates primarily in the U.S. furniture industry. The
following is a summary of significant accounting policies followed in the
preparation of these financial statements.  Fiscal year 2000 included 53 weeks,
whereas fiscal years 1999 and 1998 included 52 weeks.

Principles of Consolidation
     The consolidated financial statements include the accounts of La-Z-Boy
Incorporated and its subsidiaries. All significant intercompany transactions
have been eliminated. Certain non-U.S. subsidiaries are consolidated on a
one-month lag.

Risks and Uncertainties
     The consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, sales and expenses for the reporting periods. Actual results could
differ from those estimates.

Cash and Equivalents
     For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Inventories
     Inventories are valued at the lower of cost or market. Cost is determined
on the last-in, first-out (LIFO) basis. Excess of FIFO over LIFO at April 29,
2000 includes $17 million of inventory write-ups to fair value for 2000
acquisitions. This purchase accounting adjustment would reduce earnings in
future periods if the related inventory is sold.

Property, Plant and Equipment
     Items capitalized, including significant betterments to existing
facilities, are recorded at cost. Depreciation is computed using accelerated and
straight-line methods over the estimated useful lives of the assets.
     Buildings, land improvements and buliding fixtures are depreciated over
periods of 15-30 years. Machinery and equipment are depreciated over a period of
10 years. Information systems are depreciated over periods of 2-5 years.
Transportation equipment is depreciated over 5 years. Network and production
tracking systems are depreciated over periods of 5-10 years.

Goodwill
     The excess of the cost of operating companies acquired over the value of
their net tangible assets is amortized on a straight-line basis over 30 years
from the date of acquisition. Goodwill is evaluated periodically for impairment.

Trade Names
     Trade names are amortized on a straight-line basis over 30 years.  Trade
names are evaluated periodically for impairment.

Revenue Recognition

     Revenue is recognized upon shipment of product.

Income Taxes

     Income tax expense is provided on all revenue and expense items included in
the consolidated statement of income, regardless of the period such items are
recognized for income tax purposes.

Foreign Currency Translation

     The functional currency of each foreign subsidiary is the respective local
currency. Assets and liabilities are translated at the year end exchange rates
and revenues and expenses are translated at average exchange rates for the
period. Resulting translation adjustments are recorded as a component of
shareholders' equity and in other comprehensive income.


Note 2:  Acquisitions

    On January 29, 2000, the Company acquired LADD Furniture, Inc., then a
publicly traded furniture manufacturer, in a stock-for-stock merger, at which
time LADD became a wholly owned subsidiary of the Company. The holders of LADD
stock received approximately 9.2 million shares of La-Z-Boy common stock in
consideration for their LADD shares. In addition, LADD employee stock options
then outstanding were replaced by about 1 million La-Z-Boy stock options. Total
consideration, including acquisition costs, was about $190 million.
    On December 28, 1999, the Company acquired all of the outstanding stock of
Alexvale Furniture, Inc., a manufacturer of medium-priced upholstered furniture,
for a combination of cash and La-Z-Boy common stock totaling about $17 million.
    On June 1, 1999, the Company acquired Bauhaus USA, Inc., a manufacturer of
upholstered furniture primarily marketed to department stores, for about $59
million, in a cash transaction.


                                       14
<PAGE>

    The above acquisitions have been accounted for as purchases. The operations
of the above companies are included in the Company's financial results
immediately following the acquisition dates. The excess of the purchase price
over the fair value of the net identifiable assets acquired of $74 million has
been recorded as goodwill.
    The following unaudited pro forma financial information presents combined
results of operations of the above companies with the Company as if the
acquisitions had occurred as of the beginning of fiscal 1999. The pro forma
financial information gives effect to certain adjustments resulting from the
acquisitions and related financing. The pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
separate operations of each company constituted a single entity during such
periods.

    (Amounts in thousands,    Unaudited year ended
    except per share data)   4/29/00         4/24/99
    --------------------------------------------------
    Net sales              $2,216,628       $2,029,843
    Net income                $97,850          $80,221
    Earnings per share          $1.60            $1.28

    On April 1, 1998, the Company acquired all of the capital stock of Sam Moore
Furniture Industries, Incorporated, a manufacturer of upholstered furniture for
cash. For the year ended December 31, 1997, Sam Moore Furniture Industries'
sales were $33 million.
    During fiscal year 1998, La-Z-Boy acquired the remaining 25% of the ordinary
share capital of Centurion Furniture plc, a furniture manufacturer located in
England. Sales for their year ended March 31, 1997 were $12 million.
    The consolidated April 1998 financial statements include the operations of
Distincion Muebles, a furniture manufacturer located in Mexico. Annual sales for
the year ended March 30, 1998 were $1.9 million.


Note 3:  Cash and Equivalents

        (Amounts in thousands)            4/29/00    4/24/99
        ----------------------------------------------------
        Cash in bank..................    $14,353    $10,704
        Certificates of deposit.......       --       19,900
        Commercial paper..............       --        1,878
        Marketable securities.........       --        1,068
                                          -------    -------
          Total cash and equivalents..    $14,353    $33,550
                                          =======    =======

    The Company invests in cash and equivalents with a bank whose board of
directors includes two members of the Company's board of directors. At the end
of fiscal year 2000 and 1999, $5 million and $15 million, respectively, was
invested in cash and equivalents with this bank.



Note 4:  Debt

                          Interest
(Amounts in thousands)      rates    Maturities  4/29/00   4/24/99
------------------------------------------------------------------
Bridge loan facility....       6.9%      2001    $105,703  $  --
Revolving credit lines..  6.5%-6.8%      2004      68,419     --
Private placement.......       6.5%   2000-08      35,000   36,875
Industrial revenue bonds  3.6%-6.8%   2000-14      37,495   27,400
Other debt..............  5.9%-9.5%   2000-08         440      195
                                                 --------  -------
Total debt..............                          247,057   64,470
               Less:  current portion...           13,119    2,001
                                                 --------  -------
                       Long-term debt...         $233,938  $62,469
                                                 ========  =======

       Weighted average interest rate...             6.4%     5.3%
                   Fair value of debt...         $245,795  $65,522

    Proceeds from industrial revenue bonds were used to finance the construction
of manufacturing facilities. These arrangements require the Company to insure
and maintain the facilities and make annual payments that include interest. The
bonds are secured by the facilities constructed from the bond proceeds.
    Maturities of debt for the five years subsequent to April 29, 2000 are $13
million, $5 million, $0 million, $1 million and $4 million, respectively. As of
April 29, 2000, the Company had remaining unused lines of credit and commitments
of $105 million under several credit arrangements.
     To finance the acquisition of Bauhaus on June 1, 1999, the Company borrowed
$57 million, which was replaced on December 29, 1999 by a borrowing under its
$75 million unsecured revolving credit line. On January 31, 2000, the Company
opened an unsecured $150 million bridge loan facility with a current borrowing
rate of LIBOR plus 0.75% with a maturity date of June 29, 2001. The Company used
this bridge loan facility to pay off LADD's debt which was owed under its credit
facility which was then closed.
     On May 12, 2000, the Company replaced borrowings under the $75 million
unsecured revolving credit line and the $150 million bridge loan facility with a
new unsecured five-year $300 million credit agreement arranged by Wachovia Bank
and syndicated through a total of eleven banks. The borrowing rate under the new
credit agreement can range from LIBOR plus 0.475% to LIBOR plus 0.925% based on
the Company's consolidated debt to capital ratio and utilization under the
agreement.

                                       15
<PAGE>


Note 5:  Leases

    The Company has operating leases for manufacturing facilities, executive and
sales offices, warehousing and showrooms, as well as for equipment for
manufacturing, transportation and data processing. The operating leases expire
at various dates through 2007. The Company leases additional transportation and
other equipment under capital leases expiring at various dates through 2011. The
majority of these capital leases include bargain purchase options.
    Minimum lease payments under capital and operating leases for the five years
subsequent to April 29, 2000 are $12 million, $11 million, $10 million, $9
million, and $6 million, respectively.


Note 6:  Financial Guarantees

     La-Z-Boy has provided financial guarantees relating to loans and leases in
connection with some proprietary stores. The amounts of the unsecured guarantees
are shown in the following table. Because almost all guarantees are expected to
retire without being funded, the contract amounts are not estimates of future
cash flows.

          (Contract
          amounts in thousands) 4/29/00  4/24/99
          --------------------------------------
          Loan guarantees....   $17,446  $17,193
          Lease guarantees...   $11,213   $5,649


     Guarantees require the store owners to make periodic payments to the
Company in exchange for the guarantee. Terms of current guarantees generally
range from one to five years.
     The guarantees have off-balance-sheet credit risk because only the periodic
payments and accruals for probable losses are recognized until the guarantee
expires. Credit risk represents the accounting loss that would be recognized at
the reporting date if counter-parties failed to perform completely as
contracted. The credit risk amounts are equal to the contractual amounts,
assuming that the amounts are fully advanced and that no amounts could be
recovered from other parties.


Note 7:  Stock Option Plans

     The Company's shareholders adopted an employee Incentive Stock Option Plan
that provides grants to certain employees to purchase common shares of the
Company at not less than their fair market value at the date of grant. Options
are for five years and ten years and become exercisable at 25% per year
beginning one year from the date of grant. The Company is authorized to grant
options for up to 7,500,000 common shares.


                                           Number      Weighted
                                             of        average
                                           shares   exercise price
        ----------------------------------------------------------
        Outstanding at April 26, 1997..  1,224,531       $9.43
        Granted........................    860,865       11.60
        Exercised......................   (677,316)       9.36
        Expired or cancelled...........    (67,521)      10.42
                                         ---------
        Outstanding at April 25, 1998..  1,340,559       10.87
        Granted........................    422,220       17.58
        Exercised......................   (314,814)       9.86
        Expired or cancelled...........    (43,779)      13.82
                                         ---------
        Outstanding at April 24, 1999..  1,404,186       13.02
        Granted........................  1,423,822       17.33
        Exercised......................   (351,919)      10.64
        Expired or Cancelled...........    (75,185)      17.87
                                         ---------
        Outstanding on April 29, 2000..  2,400,904
                                         ---------
        Exercisable at April 29, 2000..  1,243,749      $12.97

        Shares available for grants at
         April 29, 2000................  5,654,036



                                  Weighted         Weighted
     Range of        Stock         average          average
     exercise       options       exercise         remaining
      prices      outstanding       price       contractual life
  --------------------------------------------------------------
    $9.12-$13.23   1,070,267    $10.01-$13.23         2.73
     13.25-17.58     714,603      14.10-17.58         5.30
     17.85-20.34     115,298            18.16         7.10
  $23.75- $34.33     500,736            24.13         4.46
  --------------------------------------------------------------
                   2,400,904           $15.65         4.07


                                      Weighted
   Range of       Stock Options        average
exercise prices    exercisable      exercise price
--------------------------------------------------
  $9.12-$13.23       805,764            $10.99
   13.25-17.58       306,021             15.86
   17.85-20.34        88,158             18.24
 $23.75-$34.33        43,806             27.34
--------------------------------------------------
                   1,243,749            $12.97


                                       16
<PAGE>

     The Company's shareholders have also adopted Restricted Share Plans. Under
one plan, a committee of the board of directors is authorized to offer for sale
up to an aggregate of 750,000 common shares to certain employees. Under a second
plan, up to an aggregate of 150,000 common shares are authorized for sale to
non-employee directors. Under the restricted share plans, shares are offered at
25% of the fair market value at the date of grant. The plans require that all
shares be held in an escrow account for a period of three years in the case of
an employee, or until the participant's service as a director ceases in the case
of a director. In the event of an employee's termination during the escrow
period, the shares must be sold back to the Company at the employee's cost.
     Shares aggregating 3,600 were granted and issued during fiscal year 2000
and 3,000 were granted and issued during fiscal year 1999, under the directors'
plan. Shares remaining for future grants under the directors' plans amounted to
92,400 at April 29, 2000.
     Shares aggregating 47,625 and 67,350 were granted and issued during the
fiscal years 2000 and 1999, respectively, under the employee Restricted Share
Plan. Shares remaining for future grants under this plan amounted to 565,845 at
April 29, 2000.
     The Company's shareholders have also adopted a Performance-Based Restricted
Stock Plan. This plan authorizes the compensation committee of the board of
directors to award up to an aggregate of 1,200,000 shares to key employees.
Grants of shares are based on achievement of goals over a three-year performance
period. Any award made under the plan is at the sole discretion of a board
committee after judging all relevant factors. At April 29, 2000, performance
awards were outstanding for to which up to approximately 410,000 shares may
be issued in fiscal years 2001 through 2003 for the three outstanding target
awards, depending on the extent to which certain specified performance
objectives are met. The cost of performance awards are expensed over the
performance period. In 2000, 64,081 shares were issued.
     As permitted by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," the Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.
     Had the Company elected to recognize compensation cost for stock
options based on the fair value method of accounting prescribed by SFAS No. 123,
the additional after tax expense relating to the stock options would have been
$1.8 million in 2000, $0.7 million in 1999, and $0.3 million in 1998. Pro forma
net income and earnings per share would have been as follows (for the fiscal
years ended):

     (Amounts in thousands,
     except per share data)          4/29/00  4/24/99  4/25/98
     ---------------------------------------------------------
     Net income....................  $85,832  $65,424  $49,575
     Basic net income per share....    $1.58    $1.24    $0.92
     Diluted net income per share..    $1.56    $1.23    $0.92

     The pro forma effect on net income is not representative of the pro forma
effect on net income that will be disclosed in future years as required by SFAS
No. 123 because it does not take into consideration pro forma compensation
expense relating to grants made prior to 1996.
     The fair value of each option grant was estimated on the date of grant
using the Black-Scholes model with the following assumptions:

                                4/29/00  4/24/99  4/25/98
       --------------------------------------------------
       Risk free interest rate..  6.6%    5.15%     5.6%
       Dividend rate............  2.0%    1.6%      1.6%
       Expected life in years...  5.0     4.4       4.6
       Stock price volatility...  41%     39%       23%


Note 8:  Retirement/Welfare

     The Company has contributory and non-contributory retirement plans covering
substantially all factory employees.
     Eligible salaried employees are covered under a trusteed profit sharing
retirement plan. Discretionary cash contributions to a trust are made annually
based on profits.
     The Company maintains a non-qualified deferred compensation plan for
eligible highly compensated employees.
     The Company provides executive life insurance to certain highly compensated
employees. Such employees are not eligible for current contributions to the
profit sharing plan or the non-qualified deferred compensation plan.
     The Company offers voluntary 401(k) retirement plans to eligible employees
within certain U.S. operating divisions. Currently over 60% of eligible
employees are participating in the plans. For most divisions, the Company makes
matching contributions based on specific formulas and this match is made in
La-Z-Boy stock.
     The Company maintains defined benefit pension plans for eligible factory
hourly employees at some divisions.
     The funded status of the pension plans was as follows:

 (Amounts in  thousands)                              4/29/00  4/24/99
 ---------------------------------------------------------------------
   Change in benefit obligation
    Benefit obligation at beginning of year.........  $50,310  $39,948
     Service cost...................................    2,791    2,785
     Interest cost..................................    3,644    3,739
     Amendments and new plans.......................    1,879    5,889
     Actuarial (loss)...............................      (82)    --
     Benefits paid..................................   (2,374)  (2,051)
                                                      -------  -------
       Benefit obligation at end of year............   56,168   50,310


                                       17
<PAGE>

   Change in plan assets
    Fair value of plan assets at beginning of year..   58,166   53,545
     Actual return on plan assets...................     (999)   5,458
     Employer contribution..........................    1,772    1,214
     Benefits paid..................................   (2,374)  (2,051)
                                                      -------  -------
       Fair value of plan assets at end of year.....   56,565   58,166


   Funded status....................................      397    7,856
    Unrecognized actuarial gain/(loss)..............    4,642   (3,133)
    Unamortized prior service cost..................      597      795
                                                      -------  -------
     Prepaid benefit cost ..........................   $5,636   $5,518
                                                      =======  =======

     The actuarially determined net periodic pension cost and retirement costs
are as follows (for the fiscal years ended):

     (Amounts in thousands)            4/29/00  4/24/99  4/25/98
     -----------------------------------------------------------
     Service cost....................   $2,791   $2,785   $1,903
     Interest cost...................    3,644    3,739    2,508
     Actual return on plan assets....      999   (5,458)  (9,439)
     Net amortization and deferral...   (5,793)    (278)   5,843
                                        ------  -------   ------
       Net periodic pension cost.....    1,641      788      815

     Profit sharing/SERP.............    7,522    6,851    6,035
     401(k)..........................    2,954    2,174    1,661
     Other...........................      637      652      968
                                       -------  -------   ------
       Total retirement costs........  $12,754  $10,465   $9,479
                                       =======  =======   ======

    The expected long-term rate of return on plan assets was 8.0% for fiscal
years 2000, 1999 and 1998. The weighted-average discount rate used in
determining the actuarial present value of projected benefit obligations was
6.8% for fiscal years 2000 and 1999 and 7.5% for fiscal year
1998. Vested benefits included in the projected benefit obligation were $50
million and $40 million at April 29, 2000 and April 24, 1999, respectively. Plan
assets are invested in a diversified portfolio that consists primarily of debt
and equity securities.
     The Company's pension plan funding policy is to contribute annually at
least the amount necessary so that the plan assets exceed the projected benefit
obligation.
     While in total the Company is overfunded, at April 29, 2000, there are two
plans with aggregate pension benefit obligations of $7.1 million and aggregate
pension plan assets of $6.3 million which are included in the tables shown.


Note 9:  Health Care

     The Company offers eligible employees an opportunity to participate in
group health plans. Participating employees make required premium payments
through pretax payroll deductions. Health-care expenses were as follows (for the
fiscal years ended):

       (Amounts in thousands)  4/29/00   4/24/99   4/25/98
       ---------------------------------------------------
       Gross health care.....  $50,895   $37,698   $32,020
       Participant payments..  (13,277)   (9,406)   (7,531)
                               -------   -------   -------
       Net health care.......  $37,618   $28,292   $24,489
                               =======   =======   =======

     The Company makes annual provisions for any current and future retirement
health-care costs which may not be covered by retirees' collected premiums.


Note 10:  Income Taxes

     The primary components of the Company's deferred tax assets and
(liabilities) were as follows:

   (Amounts in thousands)                         4/29/00   4/24/99
   ----------------------------------------------------------------
   Current
     Bad debt...................................  $13,897   $10,942
     Warranty...................................    8,701     6,054
     Workers' compensation......................    2,639     1,662
     SERP/other.................................    1,711     1,626
     Inventory..................................   (8,516)    1,429
     State income tax...........................    1,024     1,366
     Stock options..............................    1,683     1,653
     Receivables - mark to market...............   (5,269)   (7,904)
     Other......................................    6,504     3,382
     Valuation allowance........................     --        (182)
                                                  -------   -------
       Total current deferred tax assets........   22,374    20,028


Noncurrent
     Trade names................................  (46,252)     --
     Pension....................................   (3,672)   (2,985)
     Property, plant and equipment..............     (752)   (2,943)
     Net operating losses.......................    1,414       907
     Other......................................      396       360
     Valuation allowance........................   (1,414)   (1,036)
                                                 --------   -------
       Total noncurrent deferred tax liabilities  (50,280)   (5,697)
                                                 --------   -------

         Net deferred tax asset/(liabiliies).... ($27,906)  $14,331
                                                 ========   =======

     At April 24, 1999, the Company applied a valuation allowance of $1.218
million to offset the value of net operating losses (NOLs) attributable to one
of the Company's wholly owned foreign subsidiaries. During the current fiscal
year significant operational and profitablility improvements occurred.
Consequently, the Company no longer considers it necessary to apply a valuation
reserve for this deferred tax asset.
     A valuation allowance of $1.414 million has been established for the
deferred tax asset related to an NOL carry forward for an acquisition subsidiary
of LADD. The remaining NOLs of $3.927 million may be carried forward through
2007 to offset future earnings, subject to normal annual limitations prescribed
by law. Any tax benefits recognized subsequent to 2000 from the utilization of
this LADD NOL will be applied to reduce goodwill.


                                       18
<PAGE>

     The differences between the Company's provision for income taxes and income
taxes computed using the U.S. federal statutory rate are as follows (for the
fiscal years ended):

(% of pretax income)                             4/29/00   4/24/99  4/25/98
---------------------------------------------------------------------------
Statutory tax rate..............................   35.0%    35.0%    35.0%
Increase (reduction) in taxes resulting from:
   State income taxes net of
     federal benefit............................    3.0      2.7      2.4
   Tax credits..................................   (0.1)    (0.1)    (0.2)
   Goodwill.....................................    0.9      0.7      0.8
   Tax loss carry forwards......................   (1.1)     0.1     (0.5)
   Miscellaneous items..........................   (0.1)    (0.1)    (0.5)
                                                   ----     ----     ----
     Effective tax rate.........................   37.6%    38.3%    37.0%
                                                   ====     ====     ====

Note 11: Earnings Per Share

       Basic net income per share is computed using the weighted-average number
of shares outstanding during the period. Diluted net income per share uses the
weighted average number of shares outstanding during the period plus the
additional common shares that would have been outstanding if the dilutive
potential common shares had been issued. The Company's dilutive potential common
shares are employee stock options. The 1998 and 1999 information below has been
restated for the September, 1998 three-for-one stock split.

                              Fiscal year
      (Amounts in thousands)     ended      4/29/00  4/24/99  4/25/98
      ---------------------------------------------------------------
      Weighted average common
        shares outstanding (Basic)........   54,488   52,890   53,654
      Effect of options...................      372      258      167
      Weighted average common                ------   ------   ------
        shares outstanding (Diluted)......   54,860   53,148   53,821
                                             ======   ======   ======


Note 12:  Contingencies

     The Company has been named as a defendant in various lawsuits arising in
the ordinary course of business. It is not possible at the present time to
estimate the ultimate outcome of these actions; however, management believes
that the resultant liability, if any, will not be material based on the
Company's previous experience with lawsuits of these types.
     The Company has been named as a potentially responsible party (PRP) at six
environmental clean-up sites. Based on a review of all currently known facts and
the Company's experience with previous environmental clean-up sites, management
does not anticipate that future expenditures for environmental clean-up sites
will have a material adverse effect on the Company.


Note 13:  Segments

     The Company has three reportable segments: Residential upholstery,
Residential casegoods and Contract.
   The Residential upholstery segment is comprised of operating divisions that
primarily manufacture and sell upholstered furniture to dealers. Upholstered
furniture includes recliners, sofas, occasional chairs and reclining sofas that
are mostly or fully covered with fabric, leather or vinyl. The operating
divisions included in the Residential upholstery segment are La-Z-Boy
Residential, England/Corsair, Sam Moore, Bauhaus, Centurion, Distincion Muebles,
Pennsylvania House Upholstery, Barclay and Clayton Marcus.
   The Residential casegoods segment is comprised of operating divisions that
primarily manufacture or sell hardwood or hardwood veneer furniture to dealers.
Casegoods furniture includes dining room tables and chairs, bed frames and bed
boards, dressers, coffee tables and end tables that are mostly constructed of
hardwoods or veneers. The operating divisions included in the Residential
casegoods segment are Kincaid, Hammary, American Drew, Lea, Pennsylvania House
Casegoods and Pilliod.
   The primary difference between the Residential upholstery and the Residential
casegoods segments is in the manufacturing area. In general, upholstery
manufacturing requires lower capital expenditures per dollar of sales than
casegoods but higher labor costs. Equipment needs and manufacturing processes
are different in many key areas and product costs reflect these significant
differences. Residential upholstery typically uses plywood or other "frame" (not
exposed) wood which requires less detailing and uses some different
manufacturing methods than casegoods wood processing. Residential casegoods
requires more extensive automated equipment for drying, processing, cutting,
sanding and finishing exposed hardwood and veneer products. Wood and related
wood processing costs for upholstery (or total frame costs) are a much smaller
percentage of total unit costs in upholstery than casegoods. Residential
upholstery's largest costs are related to the purchased cost of fabric (or
leather, vinyl, etc.), cutting fabric, sewing the fabric and upholstering the
fabric and other materials to the frame; whereas Residential casegoods
manufacturing typically has none of these costs or processes. Residential
upholstery also extensively uses filler materials such as polyurethane foam for
cushioning and appearance whereas Residential casegoods manufacturing typically
has none of these costs or processes. Also, in "motion" upholstery products,
which are a large portion of La-Z-Boy's total Residential upholstery sales,
there are metal mechanism processes and costs vs. none in casegoods.


                                       19
<PAGE>

   The Contract segment is comprised of operating divisions that primarily
manufacture and sell to hospitality, business, government, healthcare and
assisted living facilities. The operating divisions included in the Contract
segment are American of Martinsville and La-Z-Boy Contract Furniture Group. The
primary difference between the Residential segments and the Contract segment is
in the customers which they service. Contract is a newly reported segment. Prior
years have been restated for comparability purposes.
   The Company has other immaterial operating divisions which are reviewed for
performance by management including logistics operations, financing, retail and
other operations. These divisions are not included in the sales disclosed. The
logistics operations are included in operating profit. The other divisions are
included in other income. The Company's unallocated assets include trade names,
goodwill and various other assets.
   The Company's largest customer is less than 5% of consolidated sales.
   The accounting policies of the operating segments are the same as those
described in Note 1. Segment operating profit is based on profit or loss from
operations before interest income and expense, other income and income taxes.
Certain corporate costs are allocated to the segments based on revenues and
identifiable assets. Identifiable assets are cash and cash equivalents, notes
and accounts receivable, FIFO inventories and net property, plant and equipment.
Segment information used to evaluate segments is as follows (for the fiscal
years ended):


(Amounts in thousands)                  4/29/00      4/24/99      4/25/98
--------------------------------------------------------------------------
Net sales
  Residential upholstery...........   $1,291,169   $1,015,162     $850,495
  Residential casegoods............      315,519      198,969      186,968
  Contract.........................      110,732       73,514       70,575
                                      ----------   ----------    ---------
   Consolidated....................    1,717,420    1,287,645    1,108,038
                                      ==========   ==========    =========

Operating profit
  Residential upholstery...........      124,124       99,542       70,462
  Residential casegoods............       23,165       11,787        7,425
  Contract.........................        4,592         (609)         939
  Unallocated corporate costs......
   and other.......................       (7,581)      (3,881)      (1,623)
                                      ----------   ----------    ---------
   Consolidated....................      144,300      106,839       77,203
                                      ==========   ==========    =========

Depreciation and amortization
  Residential upholstery...........       17,367       13,995       12,196
  Residential casegoods............        5,039        3,806        3,992
  Contract.........................        2,025        1,376        1,218
  Corporate eliminations & other...        5,911        2,904        3,615
                                      ----------   ----------    ---------
   Consolidated....................       30,342       22,081       21,021
                                      ==========   ==========    =========

Capital expenditures
  Residential upholstery...........       28,376       19,388       16,556
  Residential casegoods............        4,989        4,248        3,420
  Contract.........................        2,393        1,412        2,040
  Corporate eliminations & other...        2,210          268
                                      ----------   ----------    ---------
   Consolidated....................       37,968       25,316       22,016
                                      ==========   ==========    =========

Assets
  Residential upholstery...........      530,321      399,803      363,160
  Residential casegoods............      262,449       97,804       94,019
  Contract.........................      102,564       30,800       30,658
  Corporate eliminations & other...       (5,370)      15,848       15,601
  Unallocated assets...............      328,333       85,537       76,913
                                      ----------   ----------    ---------
   Consolidated....................   $1,218,297     $629,792     $580,351
                                      ==========   ==========    =========

Sales by country
  United States....................           94%          93%          94%
  Canada and other.................            6%           7%           6%
                                             ---          ---          ---
                                             100%         100%         100%
                                             ===          ===          ===


                                       20
<PAGE>


                      Management's Discussion and Analysis



     Management's Discussion and Analysis, should be read in conjunction with
the Report of Management Responsibilities, the Report of Independent
Accountants, the Consolidated Financial Statements and related Notes.
     La-Z-Boy is one of the three largest furniture manufacturers in the U.S.,
the largest reclining-chair manufacturer in the world and North America's
largest manufacturer of upholstered furniture. There is about a $1 billion drop
off in annual sales between the three largest furniture manufacturers and the
next largest furniture manufacturer.
     During fiscal year 2000, the Company completed the following acquisitions:
Bauhaus USA, Inc., effective June 1, 1999, Alexvale Furniture, Inc., effective
December 28, 1999 and LADD Furniture, Inc., effective January 29, 2000. All
three acquisitions have been accounted for using the purchase method of
accounting and are included in the Company's results of operations beginning
immediately following the respective acquisition dates.
     Fiscal year 2000 (FY00 or 2000) contained 53 weeks compared to 52 weeks in
fiscal year 1999 (FY99 or 1999).


Analysis of Operations
Year Ended April 29, 2000
(2000 compared with 1999)

                            Income Statement Analysis

                                                FY00
                                                over
                                              (under)  Percent of Sales
                                                FY99   4/29/00  4/24/99
     ------------------------------------------------------------------
     Sales..................................     33%    100.0%   100.0%
     Cost of sales..........................     36%     74.8%    73.5%
                                                ---     -----    -----
     Gross profit...........................     27%     25.2%    26.5%
     Selling, general and administrative....     23%     16.8%    18.2%
                                                ---     -----    -----
     Operating profit.......................     35%      8.4%     8.3%

     Interest expense.......................    117%      0.6%     0.3%
     Interest income........................     (9%)     0.1%     0.1%
     Other income...........................     39%      0.3%     0.2%
                                                ---     -----    -----
     Pretax income..........................     31%      8.2%     8.3%
     Income tax expense*....................     28%     37.6%    38.3%
                                                ---     -----    -----
       Net income...........................     32%      5.1%     5.1%
                                                ===     =====    =====

       Diluted earnings per share...........     29%
       Dividends per share..................      3%

*  As a percent of pretax income.



                                Segment Analysis

                                      FY00
                                      over
                                    (under) Percent of Total
     Net Revenues                     FY99  4/29/00  4/24/99
     -------------------------------------------------------
     Residential upholstery.........  27%    75.2%    78.8%
     Residential casegoods..........  59%    18.4%    15.5%
     Contract.......................  51%     6.4%     5.7%
                                      --    -----    -----
       Consolidated.................  33%   100.0%   100.0%
                                      ==    =====    =====


                                             FY00
                                             over
                                            (under) Percent of Sales
     Operating Profit                        FY99   4/29/00  4/24/99
     ---------------------------------------------------------------
     Residential upholstery................   25%     9.6%    9.8%
     Residential casegoods.................   97%     7.3%    5.9%
     Contract..............................  N/A      4.1%   (0.8%)
     Unallocated corporate costs and other.   95%     N/A     N/A
                                             ---      ---     ---
       Consolidated........................   35%     8.4%    8.3%
                                             ===      ===     ===


     Year 2000 sales of $1.7 billion were 33% greater than 1999. Most of the
sales dollar growth was due to acquisitions. Internal growth of existing
operations was 9%. And a small part of the sales increase was due to an extra
week in 2000 compared to 1999. Selling price increases per unit were small, and
there were no significant sales mix shifts to higher or lower priced products.
No major new product lines were introduced in 2000 although new styles and new
collections of styles did occur across all divisions throughout the year. New
fabrics were added to replace slower moving fabrics throughout the year, but the
total number of fabrics was not significantly increased or decreased. No major
new dealers were added in 2000, and no significant dealers were dropped.
Although current year acquisitions impacted the sales growth of all three
industry segments, the Residential casegoods and Contract segments realized the
biggest increase over the prior year due to the mix of acquired companies. Both
Bauhaus and Alexvale are included in the Residential upholstery segment, while
LADD (the largest of the three acquisitions) is primarily included in the
Residential casegoods and Contract segments.
     Gross profit margin (gross profit dollars as a percent of sales dollars)
decreased to 25.2% in 2000 from 26.5% in 1999. The primary cause of the gross
margin decline was a below average gross margin realized by businesses acquired
during the year.

                                       21
<PAGE>

     Also contributing to the gross margin decline were higher labor and
overhead costs. These costs were associated with improving plant floor layouts,
employee training costs incurred in acquiring additional employees to support
the 9% internal growth rate and retaining labor in a low unemployment
environment. Labor wage rates rose moderately and material costs were somewhat
higher than expected as increased costs for plywood, cardboard packaging and
steel were only partially offset by decreased costs for leather.
     Selling, general and administrative expense (S,G&A expense) decreased to
16.8% of sales in 2000 from 18.2% in 1999. Bonus related expense was
significantly lower in fiscal 2000 as compared to fiscal 1999 as were bad debts
and information technology expenses.
     Consolidated operating profit margin improved to 8.4% in 2000 compared to
8.3% in 1999. Operating profit margin remained relatively unchanged in the
Residential upholstery segment at 9.6% in 2000 compared to 9.8% in 1999.
Operating profit as a percent of sales in the Residential casegoods segment
improved to 7.3% in 2000 from 5.9% in 1999. Operating profit as a percent of
sales in the Contract segment improved to 4.1% in 2000 from (0.8%) in 1999.
     Interest expense as a percent of sales increased 117% over the past year
due to financing obtained in the first quarter for the acquisition of Bauhaus
and in the fourth quarter to the refinancing of LADD's long term debt
obligations.
     Income tax expense as a percent of pretax income of 37.6% in 2000 is down
from 38.3% in 1999 primarily due to improved performance of a non-U.S. operation
which allowed for the utilization of tax loss carryforwards. This was partially
offset by an increase in goodwill amortization.



Analysis of Operations
Year Ended April 24, 1999
(1999 compared with 1998)

     The 1999 sales of $1.3 billion were 16% greater than 1998. About 80% of the
increase was due to internal growth of existing divisions and the remainder was
due to acquisitions. La-Z-Boy believes that its 1999 internal growth rate of
about 13% exceeded the U.S. industry average for comparable time periods.
Selling price increases per unit were small, but a product mix that favored
higher priced products did yield a favorable impact of approximately 3-4%. The
Company did not introduce new product lines in 1999 but did introduce new styles
and new collections of styles across all divisions throughout the year. Of
particular note was the joint introduction of the Thomas Kinkade Home
Furnishings Collection by the La-Z-Boy Residential and Kincaid divisions. In
addition, new fabrics were added (replacing slower moving fabrics) throughout
the year. No major new dealers were added in 1999 and no significant dealers
were dropped.
     Gross profit margin increased to 26.5% in 1999 from 25.5% in 1998. An
approximate 11% increase in unit volume had a favorable impact on the gross
margin percentage by enabling absorption of fixed manufacturing costs more
efficiently than in the prior year. The absence of hardwood and plywood supply
chain disruptions and casegood manufacturing plant consolidations also favorably
affected the gross profit margin percentage. Currency exchange impacts
associated with inventory movements between supply center plants and Residential
division plants in the U.S. to a Residential division plant in Canada had a
negative impact on the gross profit margin percentage. As in 1998, labor wage
rates rose moderately and purchased material prices were generally flat as
decreased prices for cardboard, batting and polyurethane foam were offset by
increased prices for other materials.
     S,G&A expense decreased to 18.2% of sales in 1999 from 18.5% in 1998. Bonus
related expense was significantly higher in 1999 as compared to 1998 in addition
to increased information technology expenses. The increase in information
technology expenses was mainly due to year 2000 related issues. However, these
increases were more than offset by selling and advertising expenses being lower
as a percent of sales in fiscal 1999.


Liquidity and Financial Condition

     Cash flows from operations amounted to $58 million in 2000, $82 million in
1999 and $55 million in 1998 and have been adequate for day-to-day expenditures,
dividends to shareholders and capital expenditures. Capital expenditures,
dividends and stock repurchases totaled approximately $86.5 million in 2000,
$72.2 million in 1999 and $53.4 million in 1998.
     Total FIFO inventory increased 112% over the prior year with raw materials
increasing 93%, work-in-process increasing 70%, and finished goods increasing
182% due primarily to current year acquisitions. Excluding the impact of those
acquisitions, total FIFO inventory increased 5% with raw materials decreasing
9%, work-in-process increasing 13%, and finished goods increasing 14%.
     Goodwill increased $74 million or 148% over the prior year due to the
acquisitions.
     Trade names valued at $135 million were a result of the LADD acquisition.
External independent appraisals were used to assign values to the various LADD
trade names in accordance with the purchase method of accounting.
     The Company had unused lines of credit and commitments of $105 million
under several credit arrangements as of April 29, 2000. To finance the
acquisition of Bauhaus on June 1, 1999, the Company borrowed $57 million, which
was replaced on December 29, 1999 by a borrowing under its $75 million unsecured
revolving credit line. The Alexvale acquisition required approximately $2.2
million for the cash portion of the transaction, which was paid with cash flow
from operations. On January 31, 2000, the Company opened an unsecured $150
million bridge loan and used this bridge loan to pay off LADD's debt.
     On May 12, 2000, the Company replaced borrowings under the $75 million
unsecured revolving credit line and the bridge loan with a new five-year
unsecured $300 million credit agreement, arranged by Wachovia Bank and
syndicated through a total of eleven banks. The borrowing rate under the new
credit agreement can range from LIBOR plus 0.475% to LIBOR plus 0.925% based on
the Company's consolidated debt to capital ratio and utilization under the
agreement.


                                       22
<PAGE>

     The La-Z-Boy Board of Directors has authorized the repurchase of Company
stock. Shares acquired in 2000, 1999 and 1998 totaled 1,706,000, 1,643,000 and
1,253,000, respectively. As of April 29, 2000, 2,820,000 shares were available
for repurchase.
     The financial strength of the Company is reflected in two commonly used
ratios, the current ratio (current assets divided by current liabilities) and
the debt-to-capital ratio (total debt divided by shareholders' equity plus total
debt). The current ratio at the end of 2000 and 1999 was 2.9:1 and 3.2:1,
respectively. The debt to capital ratio was 26.6% at the end of 2000 and 13.6%
at the end of 1999.
     Continuing environmental compliance with existing federal, state and local
statutes dealing with protection of the environment is not expected to have a
material effect upon the Company's capital expenditures, earnings, competitive
position or liquidity. The Company will continue its program of conducting
voluntary compliance audits at its facilities. The Company has also taken steps
to assure compliance with provisions of Titles III and V of the 1990 Clean Air
Act Amendments.



Outlook

     Statements in this Outlook section are forward looking within the meaning
of the Private Securities Litigation Reform Act of 1995. As conditions change in
the future, actual results may not match these expectations. In particular,
sales and profits can be materially impacted in any quarter by changes in
interest rates or changes in consumer confidence/demand.
     La-Z-Boy's fiscal year ending April 28, 2001 will include 52 weeks compared
to fiscal year 2000 which included 53 weeks. This is approximately a 2% decrease
in the length of the year which will affect sales and other financial
comparisons from year to year.
     One of La-Z-Boy's financial goals is to increase the sales of existing
operations at a rate faster than that of the overall furniture industry. This
sales goal has been one of La-Z-Boy's goals for many years. In the past 10 - 15
years, La-Z-Boy has met its sales goal (exceeded industry sales growth rates)
90% or more of the time. For 2000, La-Z-Boy's reported sales increased 33% from
1999. On a comparable basis adjusting for acquisitions and an additional week in
2000, existing operations sales increased 9%, which the Company believes was
better than the industry average.
     Given recent interest rate increases and other macroeconomic projections,
La-Z-Boy expects the U.S. furniture industry growth rate to be less in FY01 than
FY00.
     The number of independently owned and operated "proprietary" stores or
galleries is expected to continue to increase. "Proprietary" stores or galleries
are those that have an agreement to sell products from one of La-Z-Boy's
divisions or a company that La-Z-Boy approves. La-Z-Boy divisions in each of its
business segments have proprietary distribution, which means square feet of
selling space totally dedicated to La-Z-Boy Incorporated products. Proprietary
stores can be freestanding buildings, buildings attached to one another or
square footage (typically galleries) within an existing retail store. Continued
growth in the number of proprietary stores or galleries is a reason why La-Z-Boy
believes it can continue to exceed industry average sales growth rates. Also, a
continuation of the growth in average sales per square foot of proprietary
stores or galleries is another reason why La-Z-Boy believes it can continue to
exceed industry average sales growth rates.
     At both the retail level and the manufacturing level, La-Z-Boy believes
that the U.S. furniture industry has been consolidating and that it will
continue to consolidate. Smaller retailers and financially weaker retailers are
finding it more and more difficult to stay in business. Progress in
manufacturing technologies, processes and designs combined with economies of
scale continually puts additional competitive pressures on smaller
manufacturers. Furniture retailers and manufacturers continuing to exit the
industry is another reason why La-Z-Boy believes it can continue to exceed
industry average sales growth rates.
     In 2000, La-Z-Boy added many new divisions to its family of furniture
companies. The acquisition of LADD added over five divisions. Bauhaus and
Alexvale were acquired as well. Over $800 million of 2001 sales is expected to
come from these companies that were not part of La-Z-Boy prior to 2000. Many of
these sales will be to dealers that prior La-Z-Boy divisions have not done
business with in the past. Similarly, many of the dealers that La-Z-Boy has done
business with are not doing business with LADD companies, Bauhaus or Alexvale.
La-Z-Boy believes that opportunities to leverage positive dealer relationships
across its new and existing divisions is also a reason why it can achieve sales
growth rates faster than the rest of the industry.
     La-Z-Boy has no specific financial goal to grow its sales through mergers
or acquisitions. The Company's general acquisition approach is opportunistic.
     LADD companies have changed La-Z-Boy's sales mix by segment and are
expected to continue to change the mix measurably in 2001. The mix is expected
to shift more towards Residential casegoods and Contract and away from
Residential upholstery. Roughly, Residential casegoods is expected to change
from 18.4% today to 25% in FY01; Contract from 6.4% to 11% and Residential
upholstery from 75.2% to 64%.
     Although not considered a formal segment for reporting purposes, there has
been a rise in imports of finished or mostly finished manufactured products.
These products are directly resold or minimally assembled then resold. Sales of
these finished goods imports are under 5% of consolidated sales but are growing
at a faster rate than most other sales categories and they are expected to
continue to grow faster in the future. Most of these imports come from the Far
East. La-Z-Boy's second financial goal is to continually improve its operating
profit margin, with a goal in the future of 10.0%. Operating margins (operating
profit divided by sales) have improved from 7.0% in 1998 to 8.3% in 1999 to 8.4%
in 2000. For 2001; however, operating margins are expected to decrease primarily
due to the recent acquisition of LADD. LADD has greatly improved its operating
margin over the last five years from an operating loss condition. LADD had a
5.2% margin in its 1998 calendar year and a 5.5% margin in its nine months ended
October 1999. Even though LADD's margins are expected to continue to improve, it
is expected to take more than one year before consolidated operating margins
exceed the 8.4% level achieved in 2000. Increased sales volume should help
improve operating margins. Outsourcing components to lower cost suppliers
outside of the U.S. and Canada is another way La-Z-Boy can improve
profitability. Outsourcing components is a trend for La-Z-Boy that is
accelerating and this trend is generally being seen throughout the U.S.
furniture industry. Capital expenditures are expected to be about $55 million in
2001 compared to $38 million in 2000 and are


                                       23
<PAGE>

expected to improve labor productivity and profitability. Improving total labor
productivity is a key initiative for the future because of continuing expected
challenges in hiring and retaining employees in a low unemployment environment.
New machinery and plant process improvements are planned across all divisions
mostly for quality and productivity purposes as opposed to the need to increase
capacity. Operating margins also benefit from investments in machinery and other
productivity enhancements. The expected slowing in industry sales growth in FY01
should ease pressures and reduce costs associated with hiring and training new
employees. Corporate overhead costs in accounting, audit, investor relations,
tax and other areas are expected to improve as a percent of sales due to
combining similar LADD corporate functions with La-Z-Boy.
     A third financial goal is to continually improve return on capital, with a
goal in the future of 25%. This 25% goal was raised from last year's 20% level.
Return is defined as operating profit + interest income + other income. Capital
is defined as beginning-of-year shareholders' equity + debt + capital leases +
net deferred taxes. Return on capital improved from 20.5% in 1998 to 24.8% in
1999 to 32.2% in 2000. However, return on capital is expected to decline below
25% in 2001 primarily due to the acquisition of LADD, which had a return on
capital of 11.0% in its 1998 calendar year. It is expected that it will take
more than one year before consolidated return on capital will exceed the 25%
goal. La-Z-Boy enhances shareholder value and reduces capital employed through
stock repurchases, dividends and debt reductions. The Company expects to meet
its cash needs for capital expenditures, stock repurchases and dividends in
FY2001 from cash generated by operations and borrowings under available lines of
credit.
     Amortization expense associated with goodwill and trade names is expected
to increase in fiscal year 2001 versus fiscal 2000 due to acquisitions. Goodwill
amortization is not deductible for tax accounting expense purposes; however,
trade name amortization is deductible. For actual tax payment purposes neither
amortization is deductible.
     The Company plans to be in the market to repurchase shares as its stock
price changes and other financial opportunities arise.
     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." As amended, this
new standard is effective for fiscal years beginning after June 15, 2000, which
will be effective for the Company's fiscal year 2002. SFAS No. 133 requires a
company to recognize all derivative instruments as assets or liabilities in its
balance sheet and measure them at fair value. The Company has not yet determined
the impact on its financial position or results of operation of implementing
SFAS No. 133.

                                       24
<PAGE>


<TABLE>
<CAPTION>

            Consolidated Six Year Summary of Selected Financial Data

(Dollar amounts in thousands,                     2000          1999          1998          1997          1996          1995
except per share data)     Fiscal year ended   (53 weeks)    (52 weeks)    (52 weeks)    (52 weeks)    (52 weeks)    (52 weeks)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Sales ......................................   $1,717,420    $1,287,645    $1,108,038    $1,005,825    $  947,263    $  850,271
Cost of sales ..............................    1,284,158       946,731       825,312       744,662       705,379       629,222
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Gross profit ...........................      433,262       340,914       282,726       261,163       241,884       221,049
Selling, general and
    administrative .........................      288,962       234,075       205,523       187,230       174,376       158,551
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Operating profit .......................      144,300       106,839        77,203        73,933        67,508        62,498

Interest expense ...........................        9,655         4,440         4,157         4,376         5,306         3,334
Interest income ............................        1,976         2,181         2,021         1,770         1,975         1,628
Other income ...............................        3,692         2,658         4,207         2,508         2,023         1,229
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Pretax income ..........................      140,313       107,238        79,274        73,835        66,200        62,021
Income tax expense .........................       52,699        41,096        29,354        28,538        26,947        25,719
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Net income .............................   $   87,614    $   66,142    $   49,920    $   45,297    $   39,253    $   36,302
                                               ==========    ==========    ==========    ==========    ==========    ==========
Diluted weighted average shares
    outstanding (`000s) ** .................       54,860        53,148        53,821        54,575        55,596        54,303
Diluted net income per share** .............   $     1.60    $     1.24    $     0.93    $     0.83    $     0.71    $     0.67
Book value on year end shares
    outstanding** ..........................   $    10.81    $     7.93    $     7.25    $     6.69    $     6.23    $     5.81
Return on average
    shareholders' equity ...................         16.3%         16.5%         13.4%         12.9%         11.8%         12.2%*
Gross profit as a percent
    of sales ...............................         25.2%         26.5%         25.5%         26.0%         25.5%         26.0%
Operating profit as a percent
    of sales ...............................          8.4%          8.3%          7.0%          7.4%          7.1%          7.4%
Earnings before interest, tax, depreciation,
    and amortization as a percent of sales .         10.4%         10.2%          9.2%          9.6%          9.5%          9.3%
Operating profit, interest income
    and other income as a percent
    of beginning-of-year capital ...........         33.2%         24.8%         20.5%         19.6%         18.1%         19.3%
Income tax expense as a
    percent of pretax income ...............         37.6%         38.3%         37.0%         38.7%         40.7%         41.5%
Net income as a percent
    of sales ...............................          5.1%          5.1%          4.5%          4.5%          4.1%          4.3%
-------------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization ..............   $   30,342    $   22,081    $   21,021    $   20,382    $   20,147    $   15,156
Capital expenditures .......................   $   37,968    $   25,316    $   22,016    $   17,778    $   18,168    $   18,980
Property, plant and equip. (net)............   $  227,883    $  125,989    $  121,762    $  114,658    $  116,199    $  117,175
-------------------------------------------------------------------------------------------------------------------------------
Working capital ............................   $  455,363    $  293,160    $  274,739    $  245,106    $  240,583    $  237,280
Current ratio ..............................     2.9 to 1      3.2 to 1      3.5 to 1      3.5 to 1      3.5 to 1      3.7 to 1
Total assets ...............................   $1,218,297    $  629,792    $  580,351    $  528,407    $  517,546    $  503,818
-------------------------------------------------------------------------------------------------------------------------------
Debt and capital leases ....................   $  249,670    $   65,473    $   73,458    $   61,279    $   69,033    $   83,201
Shareholders' equity .......................   $  663,092    $  414,915    $  388,209    $  359,338    $  343,376    $  323,640
Ending capital .............................   $  940,668    $  466,057    $  450,466    $  405,996    $  399,801    $  395,209
Ratio of debt to equity ....................         37.7%         15.8%         18.9%         17.1%         20.1%         25.7%
Ratio of debt to capital ...................         26.5%         14.0%         16.3%         15.1%         17.3%         21.1%
-------------------------------------------------------------------------------------------------------------------------------
Shareholders ...............................       22,344        16,329        13,592        12,729        12,293        12,665
Employees ..................................       21,597        12,796        12,155        11,236        10,733        11,149
-------------------------------------------------------------------------------------------------------------------------------
<FN>

*   April 1995 shareholders' equity used in this calculation excludes $18,004
    relating to stock issued on the last day of the fiscal year for the
    acquisition of an operating division.
**  Restated to reflect the September, 1998 three-for-one stock split, in the
    form of a 200% stock dividend.
</FN>
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>

                        Unaudited Quarterly Financial Information

(Amounts in thousands,
except per share data)                                                                 Fiscal year
Quarter ended                       7/24/99     10/23/99      1/22/00      4/29/00         2000
--------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>           <C>
Sales..........................    $321,659     $387,736     $376,872     $631,153      $1,717,420
Cost of sales..................     241,026      286,520      281,358      475,254       1,284,158
                                   --------     --------     --------     --------      ----------
 Gross profit..................      80,633      101,216       95,514      155,899         433,262

Selling, general and
 administrative................      58,976       62,920       62,226      104,840         288,962
                                   --------     --------     --------     --------      ----------
 Operating profit..............      21,657       38,296       33,288       51,059         144,300

Interest expense...............       1,439        1,866        2,128        4,222           9,655
Interest income................         596          610          320          450           1,976
Other income...................         781          927        1,317          667           3,692
                                   --------     --------     --------     --------      ----------
 Pretax income.................      21,595       37,967       32,797       47,954         140,313
Income tax expense.............       8,302       14,697       11,460       18,240          52,699
                                   --------     --------     --------     --------      ----------
    Net income.................     $13,293      $23,270      $21,337      $29,714         $87,614
                                   ========     ========     ========     ========      ==========
     Diluted EPS...............       $0.25        $0.44        $0.41        $0.49           $1.60
                                   ========     ========     ========     ========      ==========

<CAPTION>
                                                                                       Fiscal year
Quarter ended                       7/25/98     10/24/98      1/23/99      4/24/99        1999
--------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>           <C>
Sales..........................    $268,880     $334,831     $318,105     $365,829      $1,287,645
Cost of sales..................     205,431      245,062      230,923      265,315         946,731
                                   --------     --------     --------     --------      ----------
 Gross profit..................      63,449       89,769       87,182      100,514         340,914

Selling, general and
 administrative................      51,288       59,510       58,758       64,519         234,075
                                   --------     --------     --------     --------      ----------
 Operating profit..............      12,161       30,259       28,424       35,995         106,839

Interest expense...............       1,187        1,164        1,110          979           4,440
Interest income................         577          471          430          703           2,181
Other income...................         355          865          962          476           2,658
                                   --------     --------     --------     --------      ----------
 Pretax income.................      11,906       30,431       28,706       36,195         107,238
Income tax expense.............       4,722       11,984       10,978       13,412          41,096
                                   --------     --------     --------     --------      ----------
    Net income.................      $7,184      $18,447      $17,728      $22,783         $66,142
                                   ========     ========     ========     ========      ==========
 Diluted EPS...................       $0.13        $0.35        $0.34        $0.43           $1.24
                                   ========     ========     ========     ========      ==========

</TABLE>



                                       26
<PAGE>



<TABLE>
<CAPTION>

                                             Dividend and Market Information


     Fiscal 2000  Divi-           Market price          Fiscal 1999  Divi-             Market price
       quarter    dends  -------------------------------   quarter   dends   ------------------------------
        ended     paid     High       Low        Close      ended    paid      High       Low       Close
     ------------------------------------------------------------------------------------------------------
      <S>        <C>     <C>        <C>        <C>         <C>       <C>     <C>        <C>       <C>
       July 24   $0.08   $24 7/16   $19 3/8    $23 13/16   July 25   $0.07   $19 11/24  $16 1/3   $17 23/24
       Oct. 23    0.08    24 7/16    17 15/16   17 15/16   Oct. 24    0.08    22 1/2     15 5/8    18 1/2
       Jan. 22    0.08    20  3/8    15         15         Jan. 23    0.08    20 7/16    15 1/4    16 15/16
      April 29    0.08   $17 13/16  $13 11/16  $15 11/16  April 24    0.08   $22 1/4    $17       $19
                 -----                                               -----
                 $0.32                                               $0.31
                 =====                                               =====

</TABLE>
<TABLE>
<CAPTION>

                                Dividend               Market price
   Fiscal  Dividends Dividend    payout      ------------------------------  Market value    P/E ratio
    year      paid     yield      ratio        High       Low        Close  (in millions)   High   Low
   ---------------------------------------------------------------------------------------------------
    <S>      <C>       <C>        <C>        <C>       <C>         <C>          <C>         <C>    <C>
    2000     $0.32     2.0%       20.0%      $24 7/16  $13 11/16   $15 11/16    $962        $15    $10
    1999      0.31     1.6%       24.8%       22 1/2    15 1/4      19           994         18     12
    1998      0.28     1.6%       30.1%       17 5/6    10 7/12     17 5/6       955         19     11
    1997      0.26     2.4%       31.2%       12 7/24    9 5/12     10 3/4       578         15     11
    1996      0.25     2.5%       34.9%       11 1/4     8 13/24    10 1/24      554         16     12
    1995     $0.23     2.5%       33.8%      $11 1/4    $8 11/24    $9          $501        $17    $13
<FN>

 La-Z-Boy Incorporated common shares are traded on the NYSE and PCX (symbol
LZB).

     Various data has been restated to reflect the September, 1998 three-for-one
stock split.
</FN>
</TABLE>



<TABLE>
<CAPTION>

                                   Investor Information

<S>                                                    <C>
Corporate Headquarters                                 Stock Exchange
La-Z-Boy Incorporated                                  Shares of La-Z-Boy Incorporated common
1284 North Telegraph Road                              stock are traded on the New York Stock
Monroe, MI 48162-3390                                  Exchange and the Pacific Stock Exchange
(734)242-1444                                          under the symbol LZB.

Dividend Reinvestment Plan                             Shareholder Services
A brochure is available on the La-Z-Boy Dividend       Inquiries regarding the Dividend Reinvestment
Reinvestment Plan. It explains how shareholders        Plan, dividend payments, stock transfer requirements,
may increase their investment in the stock of the      address changes and account consolidations
Company without the cost of fees or service            should be addressed to our stock transfer
charges. Write to Investor Relations.                  agent and registrar:

Investor Relations and                                 American Stock Transfer & Trust Company
Financial Reports                                      40 Wall Street, 46th Floor
Security analysts, shareholders and investors          New York, NY 10005
may request information (quarterly or annual           (212)936-5100
reports, 10-K's, etc.) from:                           (800)937-9449

Investor Relations                                     Internet
La-Z-Boy Incorporated                                  Visit La-Z-Boy on the internet at www.lazboy.com
1284 North Telegraph Road
Monroe, MI 48162-3390
(734)241-4414
investorrelations@la-z-boy.com

</TABLE>


                                       27
<PAGE>


<TABLE>
<CAPTION>


                                    Board of Directors
                                (includes some executives)

<S>                                  <C>                                         <C>
Gene M. Hardy                        Gerald L. Kiser                             Patrick H. Norton
Retired Corporate Executive          President and Chief Operating Officer       Chairman of the Board
                                     La-Z-Boy Incorporated                       La-Z-Boy Incorporated
David K. Hehl
Member, Cooley Hehl                  Dr. H. George Levy                          Lorne G. Stevens
Wohlgamuth & Carlton, PLLC           Otolaryngologist, CEO of USI, Inc.          Manufacturing Consultant
                                     and CEO of Enduenet, Inc.
Frederick H. Jackson                                                             John F. Weaver
Executive VP Finance                 Rocque E. Lipford                           Retired Corporate Executive
La-Z-Boy Incorporated                Senior Member
                                     Miller, Canfield, Paddock
James W. Johnston                    & Stone, P.L.C.
Private Investor

                                     Executives

Charles H. Bolick, Jr.               Steven M. Kincaid                           Frederick L. Schuermann, Jr.
President , Alexvale                 President, Kincaid Furniture                President and
                                     Company, Incorporated                       Chief Operating Officer  LADD
Jesse A. Brinkley
President, Lea Industries            Stanley W. Kirkwood                         Martin G. Silver
                                     VP, Corporate Chief                         President, Bauhaus USA
David R. Brown                       Information Officer
VP, La-Z-Boy Tennessee                                                           Preston E. Simmons
                                     James P. Klarr                              President, Pilliod Furniture
Thomas Brown                         Secretary
Managing Director                                                                Thomas A. Sprenger
Centurion Furniture, plc             James J. Korsnack                           VP, La-Z-Boy Residential
                                     VP, Financial Planning                      Real Estate Development
John J. Case                         Corporate Controller
President, La-Z-Boy Residential                                                  Mark A. Stegeman
                                     Vivian K. Kovenich                          Treasurer
Kenneth E. Church                    VP, La-Z-Boy Residential
President, LADD Upholstery Group     Customer Service                            Eddie A. Taylor
                                                                                 VP, International Business
Kurt L. Darrow                       David A. Layman                             Development
Senior VP, Residential               Senior VP, La-Z-Boy Residential
Sales and Marketing                  and Contract Operations                     Danny G. Tice
                                                                                 VP, La-Z-Boy Midwest
Rodney D. England                    Richard G. Micka
President, England/Corsair, Inc.     VP, Corporate                               Joane E. VanLuven
                                     Administration                              VP, La-Z-Boy Residential
Kenneth B. Fonville                                                              HR and Benefits
President, Pennsylvania House        Donald L. Mitchell
Casegoods                            President, LADD Casegoods Group             David J. Westendorf
                                                                                 VP, La-Z-Boy Residential and
Jerry L. Garren                      Michael C. Moldenhauer                      Contract, Product Planning,
VP, La-Z-Boy Utah                    President, Sam Moore                        Development and Quality Control
                                     Furniture industries, Inc.
Mark B. Gosnell                                                                  Gregory D. White
President, Barclay Furniture         Fred A. Preddy, Jr.                         VP, La-Z-Boy Residential
                                     President, Hammary                          Merchandising
Michael P. Haley
President                            Jeffrey R. Scheffer                         Larry A. Woolace
LADD Contract Sales Group            President, American Drew                    VP, La-Z-Boy Residential
                                                                                        Manufacturing
</TABLE>


                                       28
<PAGE>





                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              LA-Z-BOY INCORPORATED
                                  (Registrant)


Date   May 31, 2000                                 /s/James J. Korsnack
                                                    ------------------------
                                                    James J. Korsnack
                                                    Corporate Controller



                                       29
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 122613}]
{"company-data": {"conformed-name": "LA-Z-BOY INC", "cik": "0000057131", "assigned-sic": "2510", "irs-number": "380751137", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09656", "film-number": "647196"}, "business-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162", "phone": "3132414414"}, "former-company": {"former-conformed-name": "LA Z BOY CHAIR CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                  MAY 31, 2000
--------------------------------------------------------------------------------
               (Date of Report (Date of Earliest Event Reported))

                              LA-Z-BOY INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  MICHIGAN                               38-0751137
--------------------------------------------------------------------------------
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)              Identification No.)

      1284 North Telegraph Road, Monroe, Michigan          48162-3390
--------------------------------------------------------------------------------
       (Address of principal executive offices)            (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (734) 241-4414

                                      None
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

                                       1
Item 5. Other Events

                                      INDEX

DESCRIPTION                                                             Page #
-------------------------------------------------------------------------------

Text of News Release Issued May 31, 2000                                   3

Fourth Quarter Analysis                                                    5

Fourth Quarter Statement of Cash Flows                                     6

Fourth Quarter Management's Discussion and Analysis                        7

Report of Management Responsibilities*                                     8

Report of Independent Accountants*                                         8

Consolidated Balance Sheet*                                                9

Consolidated Statement of Income*                                         11

Consolidated Statement of Cash Flows*                                     12

Consolidated Statement of Changes in Shareholders' Equity*                13

Notes to Consolidated Financial Statements*                               14

Management's Discussion and Analysis*                                     21

Consolidated Six Year Summary*                                            25

Unaudited Quarterly Financial Information*                                26

Dividend and Market Information*                                          27

Investor Information*                                                     27

Board of Directors and Executives*                                        28

Signature Page                                                            29

* This information is the same as what is planned to be included in the
Company's 2000 Annual Report to shareholders.

Exhibit #     Description of Exhibit
---------    --------------------------------------------------------------
  (4)        $300,000,000 credit agreement dated as of May 12, 2000 among
               LA-Z-BOY INCORPORATED, the banks listed therein, COMERICA BANK,
               as Syndication Agent, SUNTRUST BANK, as Documentation Agent
               and WACHOVIA BANK, N.A., as Administrative Agent.

  (23)       Consent of PricewaterhouseCoopers LLP

  (27)       Financial Data Schedule (EDGAR only)

                                       2
News Release

                LA-Z-BOY, INCORPORATED REPORTS RECORD FISCAL 2000
                    RESULTS FOR FOURTH QUARTER AND FULL YEAR

NYSE & PCX: LZB                           Contact:  Gene Hardy  (734) 241-4306
                         E-mail:gene.hardy@la-z-boy.com

     MONROE, MI., May 31, 2000 - For the fiscal fourth quarter and full year
ended April 29, 2000, La-Z-Boy Incorporated again achieved record sales and
profits. La-Z-Boy Incorporated is one of the world's leading residential
furniture producers.

Financial Details
     Sales of $631.1 million for the fourth quarter of fiscal 2000 rose by
$265.3 million, up 73%, from the year-earlier quarter of $365.8 million. About
$223 million of this increase came from recent La-Z-Boy acquisitions, as
discussed below. Operating profit for the fourth quarter increased 42% on a
year-over-year basis, to $51.1 million from $36.0 million. "EBITDA" (earnings
before interest, taxes, depreciation and amortization) rose 52% to $63.1 million
in the most recent quarter, and represented 10% of the quarter's sales versus
11% in the final quarter of fiscal 1999.

     Fourth quarter net income for fiscal 2000 grew 30% to $29.7 million from
$22.8 million a year earlier, while diluted earnings per share increased 14% to
$0.49 from $0.43 in fiscal 1999. The fourth quarter of fiscal 2000 contained 14
weeks as compared with 13 weeks in the prior year's final quarter.

     Full year sales totaled $1.717 billion in fiscal 2000, up 33% from the
prior year's $1.288 billion. Operating income for the year increased 35%, while
net income rose 32% and diluted earnings per share advanced 29% to $1.60 from
$1.24 a year earlier.

Operations
     "Fiscal 2000 was another excellent year for La-Z-Boy," said president and
chief operating officer Gerald L. Kiser. "We ended fiscal 2000 as a much bigger
family of companies than when the year began, and we have already begun to build
upon and leverage the strengths of our various operating businesses for the
benefit of the company as a whole.

     "In addition to achieving record sales and profits, we again exceeded our
three publicly-stated financial goals for the year: sales growth from La-Z-Boy's
existing operations exceeded industry growth; operating profit margin increased
and operating return on capital again exceeded 20%.

     "Although the recent short-term interest rate hikes by the Federal Reserve
Board are of some concern, insofar as they may lead to a dampening of overall
U.S. consumer demand, we believe the long term sales outlook for both our
industry and La-Z-Boy continues to be strong. Given our large and growing
gallery distribution, our exciting new product introductions, the product
diversity brought to us by our recent acquisitions, and the extraordinary
strength of the La-Z-Boy brand name, we are optimistic about the future."

Acquisitions
     La-Z-Boy Incorporated completed three important strategic acquisitions
during fiscal 2000. Chairman Patrick H. Norton noted, "These new members of the
La-Z-Boy family have broadened our product mix, brought in strong new market
leadership positions for us in the youth and contract furniture segments, and
moved La-Z-Boy to the forefront of the residential furniture industry,
size-wise. Their integration into the La-Z-Boy organization is proceeding
smoothly.

     "Bauhaus USA and Alexvale Furniture are both major players in the important
department store distribution channel. LADD - a very substantial U.S. furniture
manufacturer in its own right - provides us with a substantially enhanced
presence in the good-to-better casegoods and upscale upholstery sectors, in
addition to LADD's youth and contract businesses. Taken together, these three
companies have added more than $800 million to La-Z-Boy's annualized sales base.

                                       3
"Importantly, our unique distribution network of stand-alone and in-store
galleries continued to increase and broaden during fiscal 2000, providing us
with a major competitive edge in the retail consumer marketplace. La-Z-Boy
Residential Division has 285 Furniture Galleries and 312 in-store galleries,
which together account for 5.4 million square feet of retail selling space. An
additional 3.6 million square feet of retail floor space is dedicated
exclusively to other La-Z-Boy, Inc. manufactured products. This figure includes
the in-store gallery distribution brought to La-Z-Boy by LADD's Pennsylvania
House, Clayton Marcus, and Lea Industries divisions."

Operating Division Related
     Last fall, La-Z-Boy Residential, with about $900 million in annual sales,
was reorganized as a separate operating unit to provide increased support and
focus for the division's continuing expansion and to improve organizational
effectiveness of corporate management. In keeping with its commitment to
providing innovative, leading-edge products, the Residential division introduced
the Oasis(R) recliner with a built in electric cooler, phone, massage and
heating system. It also launched the Explorer(R) recliner, the industry's first
"e-cliner". The Explorer(R) joins the power of the La-Z-Boy, Sony and Microsoft
WebTV names in a first ever marketing partnership.

     Both England/Corsair and Kincaid added stand-alone gallery store operations
to their retail product distribution mix during the year. In addition,
England/Corsair finished a year of exceptional sales growth and added two new
manufacturing plants.

     Finally, April's semiannual International Home Furnishings market in High
Point, N.C. was an excellent one for the La-Z-Boy family of companies. Our
overall results from the April market suggest a healthy business tone for the
near future - barring an economic slowdown brought on either by the Federal
Reserve Board or by other external incluences.

More Information
     La-Z-Boy Incorporated's Form 8-K filing includes an income statement,
balance sheet, cash flow statement, notes to financial statements, annual report
narratives and additional management discussion and is available now at the
Company's internet site (www.lazboy.com). This news release is just one part of
La-Z-Boy Incorporated's disclosures and should be read in conjunction with the
other information in the Form 8-K.

Forward-Looking Statements
     This news release contains "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934. Such statements are
dependent on a number of factors which could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
Such factors include changes in consumer demand for home furnishings in addition
to those factors set forth in the Company's required filings with the U.S.
Securities and Exchange Commission.

                                       4
Fourth Quarter Analysis

         Unaudited Quarter (14 weeks) Ended April 29, 2000 Compared to
                    Quarter (13 weeks) Ended April 24, 1999

                                    Income Statement Analysis
                                       Fourth Quarter Ended
                            ------------------------------------------
                               FY00
                               Over                   % of Sales
                             (Under)           -----------------------
                               FY99               2000         1999
                            ----------         ----------   ----------
Sales                            73%              100.0%      100.0%
Cost of sales                    79%               75.3%       72.5%
                            ----------         ----------   ----------
     Gross profit                55%               24.7%       27.5%
Selling, general and
   administrative                62%               16.6%       17.7%
                            ----------         ----------   ----------
     Operating profit            42%                8.1%        9.8%

Interest expense                331%                0.7%        0.3%
Interest income                 (36%)               0.1%        0.2%
Other income                     40%                0.1%        0.2%
                            ----------         ----------   ----------
     Pretax income               32%                7.6%        9.9%

Income tax expense               36%               38.0%*      37.1%*
                            ----------         ----------   ----------
     Net income                  30%                4.7%        6.2%
                            ==========         ==========   ==========

Basic earnings per share         14%
Diluted earnings per share       14%
Dividends per share               0%

    * As a percent of pretax income, not sales.
Segment Analysis
                                                       Fourth Quarter Ended
                          --------------------------------------------------------------------------
                                       Net Sales                            Operating Profit
                          -----------------------------------       --------------------------------
                             FY00                                      FY00
                             Over            % of Total                Over           % of Sales
                           (Under)     ----------------------        (Under)     -------------------
                             FY99         FY00         FY99            FY99        FY00       FY99
                          ----------   ----------   ---------       ----------   --------  ---------
Residential upholstery          40%        65.2%       80.2%              19%       9.9%      11.6%
Residential casegoods          198%        25.5%       14.7%             141%       6.2%       7.7%
Contract                       214%         9.3%        5.1%             337%       6.5%      (8.6%)
Unallocated corporate
   costs & eliminations         N/A         N/A         N/A             (433%)      N/A        N/A
                          ----------   ----------   ---------       ----------   --------  ---------
      Consolidated              73%       100.0%      100.0%              42%       8.1%       9.8%
                          ==========   ==========   =========       ==========   ========  =========
5
LA-Z-BOY INCORPORATED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                     (Unaudited, dollar amounts in thousands)

                                                            Unaudited
                                                      Fourth Quarter Ended
                                                      ---------------------
                                                      April 29,   April 24,
                                                         2000       1999
                                                      (14 weeks) (13 weeks)
                                                      ---------- ----------
Cash Flows from Operating Activities
    Net income                                          $29,714    $22,783

    Adjustments to reconcile net income to
     net cash provided by operating activities
       Depreciation and amortization                     11,381      5,019
       Change in receivables                            (50,836)   (36,630)
       Change in inventories                             14,367     11,086
       Change in other assets and liabilities             6,223      9,987
       Change in deferred taxes                          (2,680)      (853)

                                                      ---------- ----------
          Total adjustments                             (21,545)   (11,391)

                                                      ---------- ----------
           Cash Provided by Operating Activities          8,169     11,392

Cash Flows from Investing Activities
    Proceeds from disposals of assets                       412         88
    Capital expenditures                                 (9,167)   (10,334)
    Acquisition of operating division, net of cash
      acquired                                            2,828          -
    Change in other investments                          (3,642)    (3,168)

                                                      ---------- ----------
           Cash Used by Investing Activities             (9,569)   (13,414)

Cash Flows from Financing Activities
    Long term debt                                      118,622          -
    Retirements of debt                                (106,721)    (3,456)
    Capital leases                                         -           204
    Capital lease principal payments                       (214)      (504)
    Stock for stock option plans                          2,235      1,517
    Stock for 401(k) employee plans                         787        520
    Purchase of La-Z-Boy stock                          (10,184)    (2,766)
    Payment of cash dividends                            (4,903)    (4,195)

                                                      ---------- ----------
           Cash Provided/(Used) by Financing Activities    (378)    (8,680)

Effect of exchange rate changes on cash                    (400)       215

                                                      ---------- ----------
Net change in cash and equivalents                       (2,178)   (10,487)

Cash and equivalents at beginning of period              16,531     44,037

                                                      ---------- ----------
Cash and equivalents at end of period                   $14,353    $33,550
                                                      ========== ==========

Cash paid during period    -Income taxes                $12,946    $26,344
                           -Interest                     $2,984     $1,578

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.

                                       6
Fourth Quarter Management's Discussion and Analysis

Note:  Unaudited quarterly numbers can be found on page 26 of the attached
       report.

     Sales in the fourth quarter of fiscal year 2000 were up 73% over the prior
year's fourth quarter. This increase was mainly due to the acquisition of LADD,
Bauhaus and Alexvale during the year. About 3% of the increase was due to
internal growth, and about 8% of the increase was due to 14 weeks in the FY00
fourth quarter versus 13 weeks in the prior year quarter.

     Gross profit margin decreased to 24.7% of sales from 27.5% of sales in last
year's fourth quarter. The primary cause of the gross profit margin decline was
below average gross margins of acquisitions. Also contributing to the decline
was a continuation of higher labor and overhead costs associated with improving
plant floor layout costs and acquiring new employees in a low unemployment
environment. However, as expected, the impact of these costs was reduced from
the level which was experienced in recent quarters.

     Fourth quarter selling, general and administrative expenses decreased to
16.6% of sales from 17.7% last year. Bonus related and information technology
expenses as a percent of sales were below the prior year. In addition to the
above, many other selling, general and administrative expenses were flat or
increased at a rate less than the sales increase. These reductions more than
offset an increase in warranty expense.

     Operating profit as a percent of sales declined to 9.9% from 11.6% in the
upholstery segment. The upholstery segment operating margin decline was due
mainly to the acquisitions that occurred during the year and was the primary
reason for the consolidated drop in margins. In the casegoods segment, operating
profit as a percent of sales declined to 6.2% from 7.7%. For the Contract
segment, operating profit as a percent of sales increased to 6.5% of sales from
(8.6%) due to the acquisition of LADD's American of Martinsville operating
division.

     Interest expense as a percent of sales increased from 0.3% last year to
0.7% due to debt relating to the acquisition of LADD during the fourth quarter
and financing obtained in the first quarter for the acquisition of Bauhaus.

     Income tax expense as a percent of pretax income increased to 38.0% from
37.1% last year. Non-deductible goodwill amortization was higher in this year's
fourth quarter as compared to last year's fourth quarter.

                                       7
Financial Report

                      Report of Management Responsibilities

La-Z-Boy Incorporated

     The management of La-Z-Boy Incorporated is responsible for the preparation
of the accompanying consolidated financial statements, related financial data
and all other information included in the following pages. The financial
statements have been prepared in accordance with generally accepted accounting
principles and include amounts based on management's estimates and judgements
where appropriate.
     Management is further responsible for maintaining the adequacy and
effectiveness of established internal controls. These controls provide
reasonable assurance that the assets of La-Z-Boy Incorporated are safeguarded
and that transactions are executed in accordance with management's authorization
and are recorded properly for the preparation of financial statements. The
internal control system is supported by written policies and procedures, the
careful selection and training of qualified personnel and a program of internal
auditing.
     The accompanying report of the Company's independent accountants states
their opinion on the Company's financial statements, based on audits conducted
in accordance with generally accepted auditing standards. The Board of
Directors, through its Audit Committee composed exclusively of outside
directors, is responsible for reviewing and monitoring the financial statements
and accounting practices. The Audit Committee meets periodically with the
internal auditors, management and the independent accountants to ensure that
each is meeting its responsibilities. The Audit Committee and the independent
accountants have free access to each other with or without management being
present.

/s/Gerald L. Kiser
Gerald L. Kiser
President and Chief Operating Officer

/s/Frederick H. Jackson
Frederick H. Jackson
Chief Financial Officer

                        Report of Independent Accountants

PricewaterhouseCoopers

     To the Board of Directors and Shareholders of La-Z-Boy Incorporated:

     In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of cash flows and of changes in
shareholders' equity, including pages 9 through 20, present fairly, in all
material respects, the financial position of La-Z-Boy Incorporated and its
subsidiaries at April 29, 2000 and April 24, 1999, and the results of their
operations and their cash flows for each of the three fiscal years in the period
ended April 29, 2000, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Toledo, Ohio
May 31, 2000

                                       8
Consolidated Balance Sheet

(Amounts in thousands, except par value)         As of     4/29/00     4/24/99
------------------------------------------------------------------------------
Assets

Current assets
   Cash and equivalents................................    $14,353     $33,550
   Receivables, less allowance of $25,474 in
       2000 and $19,550 in 1999........................    394,453     265,157
   Inventories
      Raw materials....................................     91,018      47,197
      Work-in-progress.................................     63,635      37,447
      Finished goods...................................     98,623      34,920
                                                        ----------    --------
        FIFO inventories...............................    253,276     119,564
        Excess of FIFO over LIFO.......................     (7,473)    (23,053)
                                                        ----------    --------
          Total inventories............................    245,803      96,511
   Deferred income taxes...............................     22,374      20,028
   Other current assets................................     15,386      10,342
                                                        ----------    --------
       Total current assets............................    692,369     425,588

Property, plant and equipment
   Buildings and building fixtures.....................    189,588     116,601
   Machinery and equipment ............................    162,485     124,835
   Information systems ................................     27,836      23,228
   Land and land improvements .........................     25,173      13,514
   Transportation equipment ...........................     17,454      15,685
   Network and production tracking systems ............      6,080       4,881
   Other ..............................................     22,755      23,923
                                                        ----------    --------
                                                           451,371     322,667
     Less: accumulated depreciation....................    223,488     196,678
                                                        ----------    --------
       Property, plant and equipment, net..............    227,883     125,989

Goodwill, less accumulated amortization of
   $17,360 in 2000 and $13,583 in 1999.................    116,668      46,985
Trade names, less accumulated amortization
   of $1,052 in 2000...................................    135,340        --
Other long-term assets, less allowance of
   $6,747 in 2000 and $6,077 in 1999...................     46,037      31,230
                                                        ----------    --------
       Total assets.................................... $1,218,297    $629,792
                                                        ==========    ========

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

                                       9
Consolidated Balance Sheet

(Amounts in thousands, except par value)         As of     4/29/00     4/24/99
-------------------------------------------------------------------------------

Liabilities and shareholders' equity

Current liabilities
   Current portion of long-term debt...................    $13,119      $2,001
   Current portion of capital leases...................        457         784
   Accounts payable....................................     90,392      45,419
   Payroll/other compensation..........................     74,724      53,697
   Income taxes........................................      5,002       4,103
   Other current liabilities...........................     53,312      26,424
                                                        ----------    --------
       Total current liabilities.......................    237,006     132,428

Long-term debt.........................................    233,938      62,469
Capital leases.........................................      2,156         219
Deferred income taxes..................................     50,280       5,697
Other long-term liabilities............................     31,825      14,064

Commitments and contingencies..........................

Shareholders' equity
   Preferred shares-5,000 authorized; none issued......       --          --
   Common shares, $1 par value-150,000 authorized;
       61,328 issued in 2000 and 52,340 issued in 1999.     61,328      52,340
   Capital in excess of par value......................    211,450      31,582
   Retained earnings...................................    392,458     332,934
   Currency translation adjustments....................     (2,144)     (1,941)
                                                        ----------    --------
       Total shareholders' equity......................    663,092     414,915
                                                        ----------    --------
         Total liabilities and shareholders' equity.... $1,218,297    $629,792
                                                        ==========    ========

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

                                       10
Consolidated Statement of Income

(Amounts in thousands,
except per share data)  Fiscal year ended    4/29/00     4/24/99       4/25/98
-------------------------------------------------------------------------------
Sales....................................  $1,717,420   $1,287,645   $1,108,038
Cost of sales............................   1,284,158      946,731      825,312
                                           ----------   ----------   ----------
  Gross profit...........................     433,262      340,914      282,726

Selling, general and administrative......     288,962      234,075      205,523
                                           ----------   ----------   ----------
  Operating profit.......................     144,300      106,839       77,203

Interest expense.........................       9,655        4,440        4,157
Interest income..........................       1,976        2,181        2,021
Other income.............................       3,692        2,658        4,207
                                           ----------   ----------   ----------
  Pretax income..........................     140,313      107,238       79,274

Income tax expense
  Federal - current......................      49,491       41,286       28,467
          - deferred.....................      (3,288)      (4,727)      (2,046)
    State - current......................       7,048        5,114        3,287
          - deferred.....................        (552)        (577)        (354)
                                           ----------   ----------   ----------
Total tax expense........................      52,699       41,096       29,354
                                           ----------   ----------   ----------
    Net income...........................     $87,614      $66,142      $49,920
                                           ==========   ==========   ==========

    Basic average shares*................      54,488       52,890       53,654

    Basic net income per share*..........       $1.61        $1.25        $0.93

    Diluted weighted average shares*.....      54,860       53,148       53,821

    Diluted net income per share*........       $1.60        $1.24        $0.93

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

*Restated to reflect the September, 1998 three-for-one stock split, in the form
of a 200% stock dividend.

                                       11
Consolidated Statement of Cash Flows

(Amounts in thousands)                       Fiscal year ended    4/29/00     4/24/99    4/25/98
------------------------------------------------------------------------------------------------
Cash flows from operating activities
   Net income.................................................    $87,614     $66,142    $49,920
   Adjustments to reconcile net income to
      net cash provided by operating activities
        Depreciation and amortization.........................     30,342      22,081     21,021
        Change in receivables.................................    (42,595)    (26,875)   (14,090)
        Change in inventories.................................     (4,703)     (4,607)    (6,918)
        Change in other assets and liabilities................     (6,431)     28,287      2,374
        Change in deferred taxes..............................     (5,797)     (3,130)     3,177
                                                                  -------     -------    -------
             Total adjustments................................    (29,184)     15,756      5,564
                                                                  -------     -------    -------
        Cash provided by operating activities.................     58,430      81,898     55,484

Cash flows from investing activities
   Proceeds from disposals of assets..........................      1,202         401      1,585
   Capital expenditures.......................................    (37,968)    (25,316)   (22,016)
   Acquisition of operating divisions, net of cash acquired...    (57,952)       --         --
   Change in other investments................................     (9,681)     (4,895)   (16,066)
                                                                  -------     -------    -------
        Cash used for investing activities....................   (104,399)    (29,810)   (36,497)

Cash flows from financing activities
   Long-term debt.............................................    175,622        --       35,000
   Retirements of debt........................................   (110,319)     (6,786)   (24,653)
   Capital leases.............................................      1,657         204       --
   Capital lease principal payments...........................       (856)     (1,403)    (2,017)
   Stock for stock option plans...............................      6,637       6,431      5,748
   Stock for 401(k) employee plans............................      2,598       1,902      1,704
   Purchases of La-Z-Boy stock................................    (31,046)    (30,460)   (16,391)
   Payment of cash dividends..................................    (17,447)    (16,417)   (15,029)
                                                                  -------     -------    -------
        Cash provided by (used for) financing activities......     26,846     (46,529)   (15,638)

Effect of exchange rate changes on cash.......................        (74)       (709)       (31)
                                                                  -------     -------    -------
Net change in cash and equivalents............................    (19,197)      4,850      3,318

Cash and equivalents at beginning of the year.................     33,550      28,700     25,382
                                                                  -------     -------    -------
Cash and equivalents at end of the year.......................    $14,353     $33,550    $28,700
                                                                  =======     =======    =======
Cash paid during the year
   - Income taxes.............................................    $52,210     $44,842    $29,025
   - Interest.................................................     $7,128      $4,340     $4,235
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
12
Consolidated Statement of Changes in Shareholders' Equity

                                                            Capital
                                                              in                     Accumulated
                                                             excess                      Other
                                                Common       of par      Retained    Comprehensive
(Amounts in thousands)                          shares       value       earnings        Loss       Total
-----------------------------------------------------------------------------------------------------------
At April 26, 1997 ....................   $  17,908    $  27,697    $ 314,731        ($998)   $ 359,338

Purchases of La-Z-Boy stock ...............        (484)                  (15,907)                  (16,391)

Stock options/401(k) ......................         333        1,110        6,008                     7,451

Acquisition related .......................          93          455        2,423                     2,971

Dividends paid ............................                               (15,029)                  (15,029)

Comprehensive income

       Net income .........................                                49,920

       Translation adjustment..............                                                (51)

         Total comprehensive income........                                                          49,869
                                                -------     --------     --------       ------     --------
           At April 25, 1998 ..............      17,850       29,262      342,146       (1,049)     388,209

Three-for-one stock split .................      35,700                   (35,700)                     --

Purchases of La-Z-Boy stock ...............      (1,700)                  (28,760)                  (30,460)

Stock options/401(k) ......................         490        2,320        5,523                     8,333

Dividends paid ............................                               (16,417)                  (16,417)

Comprehensive income

       Net income .........................                                66,142

       Translation adjustment .............                                               (892)

         Total comprehensive income........                                                          65,250
                                                -------     --------     --------       ------     --------
           At April 24, 1999 ..............      52,340       31,582      332,934       (1,941)     414,915

Purchases of La-Z-Boy stock ...............      (1,749)                  (29,297)                  (31,046)

Stock options/401(k) ......................         609        1,139        7,487                     9,235

Acquisition related........................      10,128      178,729       11,167                   200,024

Dividends paid ............................                               (17,447)                  (17,447)

Comprehensive income

       Net income .........................                                87,614

       Translation adjustment .............                                               (203)

         Total comprehensive income........                                                          87,411
                                                -------     --------     --------       ------     --------
           At April 29, 2000 ..............     $61,328     $211,450     $392,458      ($2,144)    $663,092
                                                =======     ========     ========       ======     ========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
13
Notes to Consolidated Financial Statements

Note 1:  Accounting Policies

     The Company operates primarily in the U.S. furniture industry. The
following is a summary of significant accounting policies followed in the
preparation of these financial statements.  Fiscal year 2000 included 53 weeks,
whereas fiscal years 1999 and 1998 included 52 weeks.

Principles of Consolidation
     The consolidated financial statements include the accounts of La-Z-Boy
Incorporated and its subsidiaries. All significant intercompany transactions
have been eliminated. Certain non-U.S. subsidiaries are consolidated on a
one-month lag.

Risks and Uncertainties
     The consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, sales and expenses for the reporting periods. Actual results could
differ from those estimates.

Cash and Equivalents
     For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Inventories
     Inventories are valued at the lower of cost or market. Cost is determined
on the last-in, first-out (LIFO) basis. Excess of FIFO over LIFO at April 29,
2000 includes $17 million of inventory write-ups to fair value for 2000
acquisitions. This purchase accounting adjustment would reduce earnings in
future periods if the related inventory is sold.

Property, Plant and Equipment
     Items capitalized, including significant betterments to existing
facilities, are recorded at cost. Depreciation is computed using accelerated and
straight-line methods over the estimated useful lives of the assets.
     Buildings, land improvements and buliding fixtures are depreciated over
periods of 15-30 years. Machinery and equipment are depreciated over a period of
10 years. Information systems are depreciated over periods of 2-5 years.
Transportation equipment is depreciated over 5 years. Network and production
tracking systems are depreciated over periods of 5-10 years.

Goodwill
     The excess of the cost of operating companies acquired over the value of
their net tangible assets is amortized on a straight-line basis over 30 years
from the date of acquisition. Goodwill is evaluated periodically for impairment.

Trade Names
     Trade names are amortized on a straight-line basis over 30 years.  Trade
names are evaluated periodically for impairment.

Revenue Recognition

     Revenue is recognized upon shipment of product.

Income Taxes

     Income tax expense is provided on all revenue and expense items included in
the consolidated statement of income, regardless of the period such items are
recognized for income tax purposes.

Foreign Currency Translation

     The functional currency of each foreign subsidiary is the respective local
currency. Assets and liabilities are translated at the year end exchange rates
and revenues and expenses are translated at average exchange rates for the
period. Resulting translation adjustments are recorded as a component of
shareholders' equity and in other comprehensive income.

Note 2:  Acquisitions

    On January 29, 2000, the Company acquired LADD Furniture, Inc., then a
publicly traded furniture manufacturer, in a stock-for-stock merger, at which
time LADD became a wholly owned subsidiary of the Company. The holders of LADD
stock received approximately 9.2 million shares of La-Z-Boy common stock in
consideration for their LADD shares. In addition, LADD employee stock options
then outstanding were replaced by about 1 million La-Z-Boy stock options. Total
consideration, including acquisition costs, was about $190 million.
    On December 28, 1999, the Company acquired all of the outstanding stock of
Alexvale Furniture, Inc., a manufacturer of medium-priced upholstered furniture,
for a combination of cash and La-Z-Boy common stock totaling about $17 million.
    On June 1, 1999, the Company acquired Bauhaus USA, Inc., a manufacturer of
upholstered furniture primarily marketed to department stores, for about $59
million, in a cash transaction.

                                       14
The above acquisitions have been accounted for as purchases. The operations
of the above companies are included in the Company's financial results
immediately following the acquisition dates. The excess of the purchase price
over the fair value of the net identifiable assets acquired of $74 million has
been recorded as goodwill.
    The following unaudited pro forma financial information presents combined
results of operations of the above companies with the Company as if the
acquisitions had occurred as of the beginning of fiscal 1999. The pro forma
financial information gives effect to certain adjustments resulting from the
acquisitions and related financing. The pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
separate operations of each company constituted a single entity during such
periods.

    (Amounts in thousands,    Unaudited year ended
    except per share data)   4/29/00         4/24/99
    --------------------------------------------------
    Net sales              $2,216,628       $2,029,843
    Net income                $97,850          $80,221
    Earnings per share          $1.60            $1.28

    On April 1, 1998, the Company acquired all of the capital stock of Sam Moore
Furniture Industries, Incorporated, a manufacturer of upholstered furniture for
cash. For the year ended December 31, 1997, Sam Moore Furniture Industries'
sales were $33 million.
    During fiscal year 1998, La-Z-Boy acquired the remaining 25% of the ordinary
share capital of Centurion Furniture plc, a furniture manufacturer located in
England. Sales for their year ended March 31, 1997 were $12 million.
    The consolidated April 1998 financial statements include the operations of
Distincion Muebles, a furniture manufacturer located in Mexico. Annual sales for
the year ended March 30, 1998 were $1.9 million.

Note 3:  Cash and Equivalents

        (Amounts in thousands)            4/29/00    4/24/99
        ----------------------------------------------------
        Cash in bank..................    $14,353    $10,704
        Certificates of deposit.......       --       19,900
        Commercial paper..............       --        1,878
        Marketable securities.........       --        1,068
                                          -------    -------
          Total cash and equivalents..    $14,353    $33,550
                                          =======    =======

    The Company invests in cash and equivalents with a bank whose board of
directors includes two members of the Company's board of directors. At the end
of fiscal year 2000 and 1999, $5 million and $15 million, respectively, was
invested in cash and equivalents with this bank.

Note 4:  Debt

                          Interest
(Amounts in thousands)      rates    Maturities  4/29/00   4/24/99
------------------------------------------------------------------
Bridge loan facility....       6.9%      2001    $105,703  $  --
Revolving credit lines..  6.5%-6.8%      2004      68,419     --
Private placement.......       6.5%   2000-08      35,000   36,875
Industrial revenue bonds  3.6%-6.8%   2000-14      37,495   27,400
Other debt..............  5.9%-9.5%   2000-08         440      195
                                                 --------  -------
Total debt..............                          247,057   64,470
               Less:  current portion...           13,119    2,001
                                                 --------  -------
                       Long-term debt...         $233,938  $62,469
                                                 ========  =======

       Weighted average interest rate...             6.4%     5.3%
                   Fair value of debt...         $245,795  $65,522

    Proceeds from industrial revenue bonds were used to finance the construction
of manufacturing facilities. These arrangements require the Company to insure
and maintain the facilities and make annual payments that include interest. The
bonds are secured by the facilities constructed from the bond proceeds.
    Maturities of debt for the five years subsequent to April 29, 2000 are $13
million, $5 million, $0 million, $1 million and $4 million, respectively. As of
April 29, 2000, the Company had remaining unused lines of credit and commitments
of $105 million under several credit arrangements.
     To finance the acquisition of Bauhaus on June 1, 1999, the Company borrowed
$57 million, which was replaced on December 29, 1999 by a borrowing under its
$75 million unsecured revolving credit line. On January 31, 2000, the Company
opened an unsecured $150 million bridge loan facility with a current borrowing
rate of LIBOR plus 0.75% with a maturity date of June 29, 2001. The Company used
this bridge loan facility to pay off LADD's debt which was owed under its credit
facility which was then closed.
     On May 12, 2000, the Company replaced borrowings under the $75 million
unsecured revolving credit line and the $150 million bridge loan facility with a
new unsecured five-year $300 million credit agreement arranged by Wachovia Bank
and syndicated through a total of eleven banks. The borrowing rate under the new
credit agreement can range from LIBOR plus 0.475% to LIBOR plus 0.925% based on
the Company's consolidated debt to capital ratio and utilization under the
agreement.

                                       15
Note 5:  Leases

    The Company has operating leases for manufacturing facilities, executive and
sales offices, warehousing and showrooms, as well as for equipment for
manufacturing, transportation and data processing. The operating leases expire
at various dates through 2007. The Company leases additional transportation and
other equipment under capital leases expiring at various dates through 2011. The
majority of these capital leases include bargain purchase options.
    Minimum lease payments under capital and operating leases for the five years
subsequent to April 29, 2000 are $12 million, $11 million, $10 million, $9
million, and $6 million, respectively.

Note 6:  Financial Guarantees

     La-Z-Boy has provided financial guarantees relating to loans and leases in
connection with some proprietary stores. The amounts of the unsecured guarantees
are shown in the following table. Because almost all guarantees are expected to
retire without being funded, the contract amounts are not estimates of future
cash flows.

          (Contract
          amounts in thousands) 4/29/00  4/24/99
          --------------------------------------
          Loan guarantees....   $17,446  $17,193
          Lease guarantees...   $11,213   $5,649

     Guarantees require the store owners to make periodic payments to the
Company in exchange for the guarantee. Terms of current guarantees generally
range from one to five years.
     The guarantees have off-balance-sheet credit risk because only the periodic
payments and accruals for probable losses are recognized until the guarantee
expires. Credit risk represents the accounting loss that would be recognized at
the reporting date if counter-parties failed to perform completely as
contracted. The credit risk amounts are equal to the contractual amounts,
assuming that the amounts are fully advanced and that no amounts could be
recovered from other parties.

Note 7:  Stock Option Plans

     The Company's shareholders adopted an employee Incentive Stock Option Plan
that provides grants to certain employees to purchase common shares of the
Company at not less than their fair market value at the date of grant. Options
are for five years and ten years and become exercisable at 25% per year
beginning one year from the date of grant. The Company is authorized to grant
options for up to 7,500,000 common shares.

                                           Number      Weighted
                                             of        average
                                           shares   exercise price
        ----------------------------------------------------------
        Outstanding at April 26, 1997..  1,224,531       $9.43
        Granted........................    860,865       11.60
        Exercised......................   (677,316)       9.36
        Expired or cancelled...........    (67,521)      10.42
                                         ---------
        Outstanding at April 25, 1998..  1,340,559       10.87
        Granted........................    422,220       17.58
        Exercised......................   (314,814)       9.86
        Expired or cancelled...........    (43,779)      13.82
                                         ---------
        Outstanding at April 24, 1999..  1,404,186       13.02
        Granted........................  1,423,822       17.33
        Exercised......................   (351,919)      10.64
        Expired or Cancelled...........    (75,185)      17.87
                                         ---------
        Outstanding on April 29, 2000..  2,400,904
                                         ---------
        Exercisable at April 29, 2000..  1,243,749      $12.97

        Shares available for grants at
         April 29, 2000................  5,654,036

                                  Weighted         Weighted
     Range of        Stock         average          average
     exercise       options       exercise         remaining
      prices      outstanding       price       contractual life
  --------------------------------------------------------------
    $9.12-$13.23   1,070,267    $10.01-$13.23         2.73
     13.25-17.58     714,603      14.10-17.58         5.30
     17.85-20.34     115,298            18.16         7.10
  $23.75- $34.33     500,736            24.13         4.46
  --------------------------------------------------------------
                   2,400,904           $15.65         4.07

                                      Weighted
   Range of       Stock Options        average
exercise prices    exercisable      exercise price
--------------------------------------------------
  $9.12-$13.23       805,764            $10.99
   13.25-17.58       306,021             15.86
   17.85-20.34        88,158             18.24
 $23.75-$34.33        43,806             27.34
--------------------------------------------------
                   1,243,749            $12.97

                                       16
The Company's shareholders have also adopted Restricted Share Plans. Under
one plan, a committee of the board of directors is authorized to offer for sale
up to an aggregate of 750,000 common shares to certain employees. Under a second
plan, up to an aggregate of 150,000 common shares are authorized for sale to
non-employee directors. Under the restricted share plans, shares are offered at
25% of the fair market value at the date of grant. The plans require that all
shares be held in an escrow account for a period of three years in the case of
an employee, or until the participant's service as a director ceases in the case
of a director. In the event of an employee's termination during the escrow
period, the shares must be sold back to the Company at the employee's cost.
     Shares aggregating 3,600 were granted and issued during fiscal year 2000
and 3,000 were granted and issued during fiscal year 1999, under the directors'
plan. Shares remaining for future grants under the directors' plans amounted to
92,400 at April 29, 2000.
     Shares aggregating 47,625 and 67,350 were granted and issued during the
fiscal years 2000 and 1999, respectively, under the employee Restricted Share
Plan. Shares remaining for future grants under this plan amounted to 565,845 at
April 29, 2000.
     The Company's shareholders have also adopted a Performance-Based Restricted
Stock Plan. This plan authorizes the compensation committee of the board of
directors to award up to an aggregate of 1,200,000 shares to key employees.
Grants of shares are based on achievement of goals over a three-year performance
period. Any award made under the plan is at the sole discretion of a board
committee after judging all relevant factors. At April 29, 2000, performance
awards were outstanding for to which up to approximately 410,000 shares may
be issued in fiscal years 2001 through 2003 for the three outstanding target
awards, depending on the extent to which certain specified performance
objectives are met. The cost of performance awards are expensed over the
performance period. In 2000, 64,081 shares were issued.
     As permitted by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," the Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.
     Had the Company elected to recognize compensation cost for stock
options based on the fair value method of accounting prescribed by SFAS No. 123,
the additional after tax expense relating to the stock options would have been
$1.8 million in 2000, $0.7 million in 1999, and $0.3 million in 1998. Pro forma
net income and earnings per share would have been as follows (for the fiscal
years ended):

     (Amounts in thousands,
     except per share data)          4/29/00  4/24/99  4/25/98
     ---------------------------------------------------------
     Net income....................  $85,832  $65,424  $49,575
     Basic net income per share....    $1.58    $1.24    $0.92
     Diluted net income per share..    $1.56    $1.23    $0.92

     The pro forma effect on net income is not representative of the pro forma
effect on net income that will be disclosed in future years as required by SFAS
No. 123 because it does not take into consideration pro forma compensation
expense relating to grants made prior to 1996.
     The fair value of each option grant was estimated on the date of grant
using the Black-Scholes model with the following assumptions:

                                4/29/00  4/24/99  4/25/98
       --------------------------------------------------
       Risk free interest rate..  6.6%    5.15%     5.6%
       Dividend rate............  2.0%    1.6%      1.6%
       Expected life in years...  5.0     4.4       4.6
       Stock price volatility...  41%     39%       23%

Note 8:  Retirement/Welfare

     The Company has contributory and non-contributory retirement plans covering
substantially all factory employees.
     Eligible salaried employees are covered under a trusteed profit sharing
retirement plan. Discretionary cash contributions to a trust are made annually
based on profits.
     The Company maintains a non-qualified deferred compensation plan for
eligible highly compensated employees.
     The Company provides executive life insurance to certain highly compensated
employees. Such employees are not eligible for current contributions to the
profit sharing plan or the non-qualified deferred compensation plan.
     The Company offers voluntary 401(k) retirement plans to eligible employees
within certain U.S. operating divisions. Currently over 60% of eligible
employees are participating in the plans. For most divisions, the Company makes
matching contributions based on specific formulas and this match is made in
La-Z-Boy stock.
     The Company maintains defined benefit pension plans for eligible factory
hourly employees at some divisions.
     The funded status of the pension plans was as follows:

 (Amounts in  thousands)                              4/29/00  4/24/99
 ---------------------------------------------------------------------
   Change in benefit obligation
    Benefit obligation at beginning of year.........  $50,310  $39,948
     Service cost...................................    2,791    2,785
     Interest cost..................................    3,644    3,739
     Amendments and new plans.......................    1,879    5,889
     Actuarial (loss)...............................      (82)    --
     Benefits paid..................................   (2,374)  (2,051)
                                                      -------  -------
       Benefit obligation at end of year............   56,168   50,310

                                       17
Change in plan assets
    Fair value of plan assets at beginning of year..   58,166   53,545
     Actual return on plan assets...................     (999)   5,458
     Employer contribution..........................    1,772    1,214
     Benefits paid..................................   (2,374)  (2,051)
                                                      -------  -------
       Fair value of plan assets at end of year.....   56,565   58,166

   Funded status....................................      397    7,856
    Unrecognized actuarial gain/(loss)..............    4,642   (3,133)
    Unamortized prior service cost..................      597      795
                                                      -------  -------
     Prepaid benefit cost ..........................   $5,636   $5,518
                                                      =======  =======

     The actuarially determined net periodic pension cost and retirement costs
are as follows (for the fiscal years ended):

     (Amounts in thousands)            4/29/00  4/24/99  4/25/98
     -----------------------------------------------------------
     Service cost....................   $2,791   $2,785   $1,903
     Interest cost...................    3,644    3,739    2,508
     Actual return on plan assets....      999   (5,458)  (9,439)
     Net amortization and deferral...   (5,793)    (278)   5,843
                                        ------  -------   ------
       Net periodic pension cost.....    1,641      788      815

     Profit sharing/SERP.............    7,522    6,851    6,035
     401(k)..........................    2,954    2,174    1,661
     Other...........................      637      652      968
                                       -------  -------   ------
       Total retirement costs........  $12,754  $10,465   $9,479
                                       =======  =======   ======

    The expected long-term rate of return on plan assets was 8.0% for fiscal
years 2000, 1999 and 1998. The weighted-average discount rate used in
determining the actuarial present value of projected benefit obligations was
6.8% for fiscal years 2000 and 1999 and 7.5% for fiscal year
1998. Vested benefits included in the projected benefit obligation were $50
million and $40 million at April 29, 2000 and April 24, 1999, respectively. Plan
assets are invested in a diversified portfolio that consists primarily of debt
and equity securities.
     The Company's pension plan funding policy is to contribute annually at
least the amount necessary so that the plan assets exceed the projected benefit
obligation.
     While in total the Company is overfunded, at April 29, 2000, there are two
plans with aggregate pension benefit obligations of $7.1 million and aggregate
pension plan assets of $6.3 million which are included in the tables shown.

Note 9:  Health Care

     The Company offers eligible employees an opportunity to participate in
group health plans. Participating employees make required premium payments
through pretax payroll deductions. Health-care expenses were as follows (for the
fiscal years ended):

       (Amounts in thousands)  4/29/00   4/24/99   4/25/98
       ---------------------------------------------------
       Gross health care.....  $50,895   $37,698   $32,020
       Participant payments..  (13,277)   (9,406)   (7,531)
                               -------   -------   -------
       Net health care.......  $37,618   $28,292   $24,489
                               =======   =======   =======

     The Company makes annual provisions for any current and future retirement
health-care costs which may not be covered by retirees' collected premiums.

Note 10:  Income Taxes

     The primary components of the Company's deferred tax assets and
(liabilities) were as follows:

   (Amounts in thousands)                         4/29/00   4/24/99
   ----------------------------------------------------------------
   Current
     Bad debt...................................  $13,897   $10,942
     Warranty...................................    8,701     6,054
     Workers' compensation......................    2,639     1,662
     SERP/other.................................    1,711     1,626
     Inventory..................................   (8,516)    1,429
     State income tax...........................    1,024     1,366
     Stock options..............................    1,683     1,653
     Receivables - mark to market...............   (5,269)   (7,904)
     Other......................................    6,504     3,382
     Valuation allowance........................     --        (182)
                                                  -------   -------
       Total current deferred tax assets........   22,374    20,028

Noncurrent
     Trade names................................  (46,252)     --
     Pension....................................   (3,672)   (2,985)
     Property, plant and equipment..............     (752)   (2,943)
     Net operating losses.......................    1,414       907
     Other......................................      396       360
     Valuation allowance........................   (1,414)   (1,036)
                                                 --------   -------
       Total noncurrent deferred tax liabilities  (50,280)   (5,697)
                                                 --------   -------

         Net deferred tax asset/(liabiliies).... ($27,906)  $14,331
                                                 ========   =======

     At April 24, 1999, the Company applied a valuation allowance of $1.218
million to offset the value of net operating losses (NOLs) attributable to one
of the Company's wholly owned foreign subsidiaries. During the current fiscal
year significant operational and profitablility improvements occurred.
Consequently, the Company no longer considers it necessary to apply a valuation
reserve for this deferred tax asset.
     A valuation allowance of $1.414 million has been established for the
deferred tax asset related to an NOL carry forward for an acquisition subsidiary
of LADD. The remaining NOLs of $3.927 million may be carried forward through
2007 to offset future earnings, subject to normal annual limitations prescribed
by law. Any tax benefits recognized subsequent to 2000 from the utilization of
this LADD NOL will be applied to reduce goodwill.

                                       18
The differences between the Company's provision for income taxes and income
taxes computed using the U.S. federal statutory rate are as follows (for the
fiscal years ended):

(% of pretax income)                             4/29/00   4/24/99  4/25/98
---------------------------------------------------------------------------
Statutory tax rate..............................   35.0%    35.0%    35.0%
Increase (reduction) in taxes resulting from:
   State income taxes net of
     federal benefit............................    3.0      2.7      2.4
   Tax credits..................................   (0.1)    (0.1)    (0.2)
   Goodwill.....................................    0.9      0.7      0.8
   Tax loss carry forwards......................   (1.1)     0.1     (0.5)
   Miscellaneous items..........................   (0.1)    (0.1)    (0.5)
                                                   ----     ----     ----
     Effective tax rate.........................   37.6%    38.3%    37.0%
                                                   ====     ====     ====

Note 11: Earnings Per Share

       Basic net income per share is computed using the weighted-average number
of shares outstanding during the period. Diluted net income per share uses the
weighted average number of shares outstanding during the period plus the
additional common shares that would have been outstanding if the dilutive
potential common shares had been issued. The Company's dilutive potential common
shares are employee stock options. The 1998 and 1999 information below has been
restated for the September, 1998 three-for-one stock split.

                              Fiscal year
      (Amounts in thousands)     ended      4/29/00  4/24/99  4/25/98
      ---------------------------------------------------------------
      Weighted average common
        shares outstanding (Basic)........   54,488   52,890   53,654
      Effect of options...................      372      258      167
      Weighted average common                ------   ------   ------
        shares outstanding (Diluted)......   54,860   53,148   53,821
                                             ======   ======   ======

Note 12:  Contingencies

     The Company has been named as a defendant in various lawsuits arising in
the ordinary course of business. It is not possible at the present time to
estimate the ultimate outcome of these actions; however, management believes
that the resultant liability, if any, will not be material based on the
Company's previous experience with lawsuits of these types.
     The Company has been named as a potentially responsible party (PRP) at six
environmental clean-up sites. Based on a review of all currently known facts and
the Company's experience with previous environmental clean-up sites, management
does not anticipate that future expenditures for environmental clean-up sites
will have a material adverse effect on the Company.

Note 13:  Segments

     The Company has three reportable segments: Residential upholstery,
Residential casegoods and Contract.
   The Residential upholstery segment is comprised of operating divisions that
primarily manufacture and sell upholstered furniture to dealers. Upholstered
furniture includes recliners, sofas, occasional chairs and reclining sofas that
are mostly or fully covered with fabric, leather or vinyl. The operating
divisions included in the Residential upholstery segment are La-Z-Boy
Residential, England/Corsair, Sam Moore, Bauhaus, Centurion, Distincion Muebles,
Pennsylvania House Upholstery, Barclay and Clayton Marcus.
   The Residential casegoods segment is comprised of operating divisions that
primarily manufacture or sell hardwood or hardwood veneer furniture to dealers.
Casegoods furniture includes dining room tables and chairs, bed frames and bed
boards, dressers, coffee tables and end tables that are mostly constructed of
hardwoods or veneers. The operating divisions included in the Residential
casegoods segment are Kincaid, Hammary, American Drew, Lea, Pennsylvania House
Casegoods and Pilliod.
   The primary difference between the Residential upholstery and the Residential
casegoods segments is in the manufacturing area. In general, upholstery
manufacturing requires lower capital expenditures per dollar of sales than
casegoods but higher labor costs. Equipment needs and manufacturing processes
are different in many key areas and product costs reflect these significant
differences. Residential upholstery typically uses plywood or other "frame" (not
exposed) wood which requires less detailing and uses some different
manufacturing methods than casegoods wood processing. Residential casegoods
requires more extensive automated equipment for drying, processing, cutting,
sanding and finishing exposed hardwood and veneer products. Wood and related
wood processing costs for upholstery (or total frame costs) are a much smaller
percentage of total unit costs in upholstery than casegoods. Residential
upholstery's largest costs are related to the purchased cost of fabric (or
leather, vinyl, etc.), cutting fabric, sewing the fabric and upholstering the
fabric and other materials to the frame; whereas Residential casegoods
manufacturing typically has none of these costs or processes. Residential
upholstery also extensively uses filler materials such as polyurethane foam for
cushioning and appearance whereas Residential casegoods manufacturing typically
has none of these costs or processes. Also, in "motion" upholstery products,
which are a large portion of La-Z-Boy's total Residential upholstery sales,
there are metal mechanism processes and costs vs. none in casegoods.

                                       19
The Contract segment is comprised of operating divisions that primarily
manufacture and sell to hospitality, business, government, healthcare and
assisted living facilities. The operating divisions included in the Contract
segment are American of Martinsville and La-Z-Boy Contract Furniture Group. The
primary difference between the Residential segments and the Contract segment is
in the customers which they service. Contract is a newly reported segment. Prior
years have been restated for comparability purposes.
   The Company has other immaterial operating divisions which are reviewed for
performance by management including logistics operations, financing, retail and
other operations. These divisions are not included in the sales disclosed. The
logistics operations are included in operating profit. The other divisions are
included in other income. The Company's unallocated assets include trade names,
goodwill and various other assets.
   The Company's largest customer is less than 5% of consolidated sales.
   The accounting policies of the operating segments are the same as those
described in Note 1. Segment operating profit is based on profit or loss from
operations before interest income and expense, other income and income taxes.
Certain corporate costs are allocated to the segments based on revenues and
identifiable assets. Identifiable assets are cash and cash equivalents, notes
and accounts receivable, FIFO inventories and net property, plant and equipment.
Segment information used to evaluate segments is as follows (for the fiscal
years ended):

(Amounts in thousands)                  4/29/00      4/24/99      4/25/98
--------------------------------------------------------------------------
Net sales
  Residential upholstery...........   $1,291,169   $1,015,162     $850,495
  Residential casegoods............      315,519      198,969      186,968
  Contract.........................      110,732       73,514       70,575
                                      ----------   ----------    ---------
   Consolidated....................    1,717,420    1,287,645    1,108,038
                                      ==========   ==========    =========

Operating profit
  Residential upholstery...........      124,124       99,542       70,462
  Residential casegoods............       23,165       11,787        7,425
  Contract.........................        4,592         (609)         939
  Unallocated corporate costs......
   and other.......................       (7,581)      (3,881)      (1,623)
                                      ----------   ----------    ---------
   Consolidated....................      144,300      106,839       77,203
                                      ==========   ==========    =========

Depreciation and amortization
  Residential upholstery...........       17,367       13,995       12,196
  Residential casegoods............        5,039        3,806        3,992
  Contract.........................        2,025        1,376        1,218
  Corporate eliminations & other...        5,911        2,904        3,615
                                      ----------   ----------    ---------
   Consolidated....................       30,342       22,081       21,021
                                      ==========   ==========    =========

Capital expenditures
  Residential upholstery...........       28,376       19,388       16,556
  Residential casegoods............        4,989        4,248        3,420
  Contract.........................        2,393        1,412        2,040
  Corporate eliminations & other...        2,210          268
                                      ----------   ----------    ---------
   Consolidated....................       37,968       25,316       22,016
                                      ==========   ==========    =========

Assets
  Residential upholstery...........      530,321      399,803      363,160
  Residential casegoods............      262,449       97,804       94,019
  Contract.........................      102,564       30,800       30,658
  Corporate eliminations & other...       (5,370)      15,848       15,601
  Unallocated assets...............      328,333       85,537       76,913
                                      ----------   ----------    ---------
   Consolidated....................   $1,218,297     $629,792     $580,351
                                      ==========   ==========    =========

Sales by country
  United States....................           94%          93%          94%
  Canada and other.................            6%           7%           6%
                                             ---          ---          ---
                                             100%         100%         100%
                                             ===          ===          ===

                                       20
Management's Discussion and Analysis

     Management's Discussion and Analysis, should be read in conjunction with
the Report of Management Responsibilities, the Report of Independent
Accountants, the Consolidated Financial Statements and related Notes.
     La-Z-Boy is one of the three largest furniture manufacturers in the U.S.,
the largest reclining-chair manufacturer in the world and North America's
largest manufacturer of upholstered furniture. There is about a $1 billion drop
off in annual sales between the three largest furniture manufacturers and the
next largest furniture manufacturer.
     During fiscal year 2000, the Company completed the following acquisitions:
Bauhaus USA, Inc., effective June 1, 1999, Alexvale Furniture, Inc., effective
December 28, 1999 and LADD Furniture, Inc., effective January 29, 2000. All
three acquisitions have been accounted for using the purchase method of
accounting and are included in the Company's results of operations beginning
immediately following the respective acquisition dates.
     Fiscal year 2000 (FY00 or 2000) contained 53 weeks compared to 52 weeks in
fiscal year 1999 (FY99 or 1999).

Analysis of Operations
Year Ended April 29, 2000
(2000 compared with 1999)

                            Income Statement Analysis

                                                FY00
                                                over
                                              (under)  Percent of Sales
                                                FY99   4/29/00  4/24/99
     ------------------------------------------------------------------
     Sales..................................     33%    100.0%   100.0%
     Cost of sales..........................     36%     74.8%    73.5%
                                                ---     -----    -----
     Gross profit...........................     27%     25.2%    26.5%
     Selling, general and administrative....     23%     16.8%    18.2%
                                                ---     -----    -----
     Operating profit.......................     35%      8.4%     8.3%

     Interest expense.......................    117%      0.6%     0.3%
     Interest income........................     (9%)     0.1%     0.1%
     Other income...........................     39%      0.3%     0.2%
                                                ---     -----    -----
     Pretax income..........................     31%      8.2%     8.3%
     Income tax expense*....................     28%     37.6%    38.3%
                                                ---     -----    -----
       Net income...........................     32%      5.1%     5.1%
                                                ===     =====    =====

       Diluted earnings per share...........     29%
       Dividends per share..................      3%

*  As a percent of pretax income.

                                Segment Analysis

                                      FY00
                                      over
                                    (under) Percent of Total
     Net Revenues                     FY99  4/29/00  4/24/99
     -------------------------------------------------------
     Residential upholstery.........  27%    75.2%    78.8%
     Residential casegoods..........  59%    18.4%    15.5%
     Contract.......................  51%     6.4%     5.7%
                                      --    -----    -----
       Consolidated.................  33%   100.0%   100.0%
                                      ==    =====    =====

                                             FY00
                                             over
                                            (under) Percent of Sales
     Operating Profit                        FY99   4/29/00  4/24/99
     ---------------------------------------------------------------
     Residential upholstery................   25%     9.6%    9.8%
     Residential casegoods.................   97%     7.3%    5.9%
     Contract..............................  N/A      4.1%   (0.8%)
     Unallocated corporate costs and other.   95%     N/A     N/A
                                             ---      ---     ---
       Consolidated........................   35%     8.4%    8.3%
                                             ===      ===     ===

     Year 2000 sales of $1.7 billion were 33% greater than 1999. Most of the
sales dollar growth was due to acquisitions. Internal growth of existing
operations was 9%. And a small part of the sales increase was due to an extra
week in 2000 compared to 1999. Selling price increases per unit were small, and
there were no significant sales mix shifts to higher or lower priced products.
No major new product lines were introduced in 2000 although new styles and new
collections of styles did occur across all divisions throughout the year. New
fabrics were added to replace slower moving fabrics throughout the year, but the
total number of fabrics was not significantly increased or decreased. No major
new dealers were added in 2000, and no significant dealers were dropped.
Although current year acquisitions impacted the sales growth of all three
industry segments, the Residential casegoods and Contract segments realized the
biggest increase over the prior year due to the mix of acquired companies. Both
Bauhaus and Alexvale are included in the Residential upholstery segment, while
LADD (the largest of the three acquisitions) is primarily included in the
Residential casegoods and Contract segments.
     Gross profit margin (gross profit dollars as a percent of sales dollars)
decreased to 25.2% in 2000 from 26.5% in 1999. The primary cause of the gross
margin decline was a below average gross margin realized by businesses acquired
during the year.

                                       21
Also contributing to the gross margin decline were higher labor and
overhead costs. These costs were associated with improving plant floor layouts,
employee training costs incurred in acquiring additional employees to support
the 9% internal growth rate and retaining labor in a low unemployment
environment. Labor wage rates rose moderately and material costs were somewhat
higher than expected as increased costs for plywood, cardboard packaging and
steel were only partially offset by decreased costs for leather.
     Selling, general and administrative expense (S,G&A expense) decreased to
16.8% of sales in 2000 from 18.2% in 1999. Bonus related expense was
significantly lower in fiscal 2000 as compared to fiscal 1999 as were bad debts
and information technology expenses.
     Consolidated operating profit margin improved to 8.4% in 2000 compared to
8.3% in 1999. Operating profit margin remained relatively unchanged in the
Residential upholstery segment at 9.6% in 2000 compared to 9.8% in 1999.
Operating profit as a percent of sales in the Residential casegoods segment
improved to 7.3% in 2000 from 5.9% in 1999. Operating profit as a percent of
sales in the Contract segment improved to 4.1% in 2000 from (0.8%) in 1999.
     Interest expense as a percent of sales increased 117% over the past year
due to financing obtained in the first quarter for the acquisition of Bauhaus
and in the fourth quarter to the refinancing of LADD's long term debt
obligations.
     Income tax expense as a percent of pretax income of 37.6% in 2000 is down
from 38.3% in 1999 primarily due to improved performance of a non-U.S. operation
which allowed for the utilization of tax loss carryforwards. This was partially
offset by an increase in goodwill amortization.

Analysis of Operations
Year Ended April 24, 1999
(1999 compared with 1998)

     The 1999 sales of $1.3 billion were 16% greater than 1998. About 80% of the
increase was due to internal growth of existing divisions and the remainder was
due to acquisitions. La-Z-Boy believes that its 1999 internal growth rate of
about 13% exceeded the U.S. industry average for comparable time periods.
Selling price increases per unit were small, but a product mix that favored
higher priced products did yield a favorable impact of approximately 3-4%. The
Company did not introduce new product lines in 1999 but did introduce new styles
and new collections of styles across all divisions throughout the year. Of
particular note was the joint introduction of the Thomas Kinkade Home
Furnishings Collection by the La-Z-Boy Residential and Kincaid divisions. In
addition, new fabrics were added (replacing slower moving fabrics) throughout
the year. No major new dealers were added in 1999 and no significant dealers
were dropped.
     Gross profit margin increased to 26.5% in 1999 from 25.5% in 1998. An
approximate 11% increase in unit volume had a favorable impact on the gross
margin percentage by enabling absorption of fixed manufacturing costs more
efficiently than in the prior year. The absence of hardwood and plywood supply
chain disruptions and casegood manufacturing plant consolidations also favorably
affected the gross profit margin percentage. Currency exchange impacts
associated with inventory movements between supply center plants and Residential
division plants in the U.S. to a Residential division plant in Canada had a
negative impact on the gross profit margin percentage. As in 1998, labor wage
rates rose moderately and purchased material prices were generally flat as
decreased prices for cardboard, batting and polyurethane foam were offset by
increased prices for other materials.
     S,G&A expense decreased to 18.2% of sales in 1999 from 18.5% in 1998. Bonus
related expense was significantly higher in 1999 as compared to 1998 in addition
to increased information technology expenses. The increase in information
technology expenses was mainly due to year 2000 related issues. However, these
increases were more than offset by selling and advertising expenses being lower
as a percent of sales in fiscal 1999.

Liquidity and Financial Condition

     Cash flows from operations amounted to $58 million in 2000, $82 million in
1999 and $55 million in 1998 and have been adequate for day-to-day expenditures,
dividends to shareholders and capital expenditures. Capital expenditures,
dividends and stock repurchases totaled approximately $86.5 million in 2000,
$72.2 million in 1999 and $53.4 million in 1998.
     Total FIFO inventory increased 112% over the prior year with raw materials
increasing 93%, work-in-process increasing 70%, and finished goods increasing
182% due primarily to current year acquisitions. Excluding the impact of those
acquisitions, total FIFO inventory increased 5% with raw materials decreasing
9%, work-in-process increasing 13%, and finished goods increasing 14%.
     Goodwill increased $74 million or 148% over the prior year due to the
acquisitions.
     Trade names valued at $135 million were a result of the LADD acquisition.
External independent appraisals were used to assign values to the various LADD
trade names in accordance with the purchase method of accounting.
     The Company had unused lines of credit and commitments of $105 million
under several credit arrangements as of April 29, 2000. To finance the
acquisition of Bauhaus on June 1, 1999, the Company borrowed $57 million, which
was replaced on December 29, 1999 by a borrowing under its $75 million unsecured
revolving credit line. The Alexvale acquisition required approximately $2.2
million for the cash portion of the transaction, which was paid with cash flow
from operations. On January 31, 2000, the Company opened an unsecured $150
million bridge loan and used this bridge loan to pay off LADD's debt.
     On May 12, 2000, the Company replaced borrowings under the $75 million
unsecured revolving credit line and the bridge loan with a new five-year
unsecured $300 million credit agreement, arranged by Wachovia Bank and
syndicated through a total of eleven banks. The borrowing rate under the new
credit agreement can range from LIBOR plus 0.475% to LIBOR plus 0.925% based on
the Company's consolidated debt to capital ratio and utilization under the
agreement.

                                       22
The La-Z-Boy Board of Directors has authorized the repurchase of Company
stock. Shares acquired in 2000, 1999 and 1998 totaled 1,706,000, 1,643,000 and
1,253,000, respectively. As of April 29, 2000, 2,820,000 shares were available
for repurchase.
     The financial strength of the Company is reflected in two commonly used
ratios, the current ratio (current assets divided by current liabilities) and
the debt-to-capital ratio (total debt divided by shareholders' equity plus total
debt). The current ratio at the end of 2000 and 1999 was 2.9:1 and 3.2:1,
respectively. The debt to capital ratio was 26.6% at the end of 2000 and 13.6%
at the end of 1999.
     Continuing environmental compliance with existing federal, state and local
statutes dealing with protection of the environment is not expected to have a
material effect upon the Company's capital expenditures, earnings, competitive
position or liquidity. The Company will continue its program of conducting
voluntary compliance audits at its facilities. The Company has also taken steps
to assure compliance with provisions of Titles III and V of the 1990 Clean Air
Act Amendments.

Outlook

     Statements in this Outlook section are forward looking within the meaning
of the Private Securities Litigation Reform Act of 1995. As conditions change in
the future, actual results may not match these expectations. In particular,
sales and profits can be materially impacted in any quarter by changes in
interest rates or changes in consumer confidence/demand.
     La-Z-Boy's fiscal year ending April 28, 2001 will include 52 weeks compared
to fiscal year 2000 which included 53 weeks. This is approximately a 2% decrease
in the length of the year which will affect sales and other financial
comparisons from year to year.
     One of La-Z-Boy's financial goals is to increase the sales of existing
operations at a rate faster than that of the overall furniture industry. This
sales goal has been one of La-Z-Boy's goals for many years. In the past 10 - 15
years, La-Z-Boy has met its sales goal (exceeded industry sales growth rates)
90% or more of the time. For 2000, La-Z-Boy's reported sales increased 33% from
1999. On a comparable basis adjusting for acquisitions and an additional week in
2000, existing operations sales increased 9%, which the Company believes was
better than the industry average.
     Given recent interest rate increases and other macroeconomic projections,
La-Z-Boy expects the U.S. furniture industry growth rate to be less in FY01 than
FY00.
     The number of independently owned and operated "proprietary" stores or
galleries is expected to continue to increase. "Proprietary" stores or galleries
are those that have an agreement to sell products from one of La-Z-Boy's
divisions or a company that La-Z-Boy approves. La-Z-Boy divisions in each of its
business segments have proprietary distribution, which means square feet of
selling space totally dedicated to La-Z-Boy Incorporated products. Proprietary
stores can be freestanding buildings, buildings attached to one another or
square footage (typically galleries) within an existing retail store. Continued
growth in the number of proprietary stores or galleries is a reason why La-Z-Boy
believes it can continue to exceed industry average sales growth rates. Also, a
continuation of the growth in average sales per square foot of proprietary
stores or galleries is another reason why La-Z-Boy believes it can continue to
exceed industry average sales growth rates.
     At both the retail level and the manufacturing level, La-Z-Boy believes
that the U.S. furniture industry has been consolidating and that it will
continue to consolidate. Smaller retailers and financially weaker retailers are
finding it more and more difficult to stay in business. Progress in
manufacturing technologies, processes and designs combined with economies of
scale continually puts additional competitive pressures on smaller
manufacturers. Furniture retailers and manufacturers continuing to exit the
industry is another reason why La-Z-Boy believes it can continue to exceed
industry average sales growth rates.
     In 2000, La-Z-Boy added many new divisions to its family of furniture
companies. The acquisition of LADD added over five divisions. Bauhaus and
Alexvale were acquired as well. Over $800 million of 2001 sales is expected to
come from these companies that were not part of La-Z-Boy prior to 2000. Many of
these sales will be to dealers that prior La-Z-Boy divisions have not done
business with in the past. Similarly, many of the dealers that La-Z-Boy has done
business with are not doing business with LADD companies, Bauhaus or Alexvale.
La-Z-Boy believes that opportunities to leverage positive dealer relationships
across its new and existing divisions is also a reason why it can achieve sales
growth rates faster than the rest of the industry.
     La-Z-Boy has no specific financial goal to grow its sales through mergers
or acquisitions. The Company's general acquisition approach is opportunistic.
     LADD companies have changed La-Z-Boy's sales mix by segment and are
expected to continue to change the mix measurably in 2001. The mix is expected
to shift more towards Residential casegoods and Contract and away from
Residential upholstery. Roughly, Residential casegoods is expected to change
from 18.4% today to 25% in FY01; Contract from 6.4% to 11% and Residential
upholstery from 75.2% to 64%.
     Although not considered a formal segment for reporting purposes, there has
been a rise in imports of finished or mostly finished manufactured products.
These products are directly resold or minimally assembled then resold. Sales of
these finished goods imports are under 5% of consolidated sales but are growing
at a faster rate than most other sales categories and they are expected to
continue to grow faster in the future. Most of these imports come from the Far
East. La-Z-Boy's second financial goal is to continually improve its operating
profit margin, with a goal in the future of 10.0%. Operating margins (operating
profit divided by sales) have improved from 7.0% in 1998 to 8.3% in 1999 to 8.4%
in 2000. For 2001; however, operating margins are expected to decrease primarily
due to the recent acquisition of LADD. LADD has greatly improved its operating
margin over the last five years from an operating loss condition. LADD had a
5.2% margin in its 1998 calendar year and a 5.5% margin in its nine months ended
October 1999. Even though LADD's margins are expected to continue to improve, it
is expected to take more than one year before consolidated operating margins
exceed the 8.4% level achieved in 2000. Increased sales volume should help
improve operating margins. Outsourcing components to lower cost suppliers
outside of the U.S. and Canada is another way La-Z-Boy can improve
profitability. Outsourcing components is a trend for La-Z-Boy that is
accelerating and this trend is generally being seen throughout the U.S.
furniture industry. Capital expenditures are expected to be about $55 million in
2001 compared to $38 million in 2000 and are

                                       23
expected to improve labor productivity and profitability. Improving total labor
productivity is a key initiative for the future because of continuing expected
challenges in hiring and retaining employees in a low unemployment environment.
New machinery and plant process improvements are planned across all divisions
mostly for quality and productivity purposes as opposed to the need to increase
capacity. Operating margins also benefit from investments in machinery and other
productivity enhancements. The expected slowing in industry sales growth in FY01
should ease pressures and reduce costs associated with hiring and training new
employees. Corporate overhead costs in accounting, audit, investor relations,
tax and other areas are expected to improve as a percent of sales due to
combining similar LADD corporate functions with La-Z-Boy.
     A third financial goal is to continually improve return on capital, with a
goal in the future of 25%. This 25% goal was raised from last year's 20% level.
Return is defined as operating profit + interest income + other income. Capital
is defined as beginning-of-year shareholders' equity + debt + capital leases +
net deferred taxes. Return on capital improved from 20.5% in 1998 to 24.8% in
1999 to 32.2% in 2000. However, return on capital is expected to decline below
25% in 2001 primarily due to the acquisition of LADD, which had a return on
capital of 11.0% in its 1998 calendar year. It is expected that it will take
more than one year before consolidated return on capital will exceed the 25%
goal. La-Z-Boy enhances shareholder value and reduces capital employed through
stock repurchases, dividends and debt reductions. The Company expects to meet
its cash needs for capital expenditures, stock repurchases and dividends in
FY2001 from cash generated by operations and borrowings under available lines of
credit.
     Amortization expense associated with goodwill and trade names is expected
to increase in fiscal year 2001 versus fiscal 2000 due to acquisitions. Goodwill
amortization is not deductible for tax accounting expense purposes; however,
trade name amortization is deductible. For actual tax payment purposes neither
amortization is deductible.
     The Company plans to be in the market to repurchase shares as its stock
price changes and other financial opportunities arise.
     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." As amended, this
new standard is effective for fiscal years beginning after June 15, 2000, which
will be effective for the Company's fiscal year 2002. SFAS No. 133 requires a
company to recognize all derivative instruments as assets or liabilities in its
balance sheet and measure them at fair value. The Company has not yet determined
the impact on its financial position or results of operation of implementing
SFAS No. 133.

                                       24
Consolidated Six Year Summary of Selected Financial Data

(Dollar amounts in thousands,                     2000          1999          1998          1997          1996          1995
except per share data)     Fiscal year ended   (53 weeks)    (52 weeks)    (52 weeks)    (52 weeks)    (52 weeks)    (52 weeks)
-------------------------------------------------------------------------------------------------------------------------------
Sales ......................................   $1,717,420    $1,287,645    $1,108,038    $1,005,825    $  947,263    $  850,271
Cost of sales ..............................    1,284,158       946,731       825,312       744,662       705,379       629,222
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Gross profit ...........................      433,262       340,914       282,726       261,163       241,884       221,049
Selling, general and
    administrative .........................      288,962       234,075       205,523       187,230       174,376       158,551
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Operating profit .......................      144,300       106,839        77,203        73,933        67,508        62,498

Interest expense ...........................        9,655         4,440         4,157         4,376         5,306         3,334
Interest income ............................        1,976         2,181         2,021         1,770         1,975         1,628
Other income ...............................        3,692         2,658         4,207         2,508         2,023         1,229
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Pretax income ..........................      140,313       107,238        79,274        73,835        66,200        62,021
Income tax expense .........................       52,699        41,096        29,354        28,538        26,947        25,719
                                               ----------    ----------    ----------    ----------    ----------    ----------
    Net income .............................   $   87,614    $   66,142    $   49,920    $   45,297    $   39,253    $   36,302
                                               ==========    ==========    ==========    ==========    ==========    ==========
Diluted weighted average shares
    outstanding (`000s) ** .................       54,860        53,148        53,821        54,575        55,596        54,303
Diluted net income per share** .............   $     1.60    $     1.24    $     0.93    $     0.83    $     0.71    $     0.67
Book value on year end shares
    outstanding** ..........................   $    10.81    $     7.93    $     7.25    $     6.69    $     6.23    $     5.81
Return on average
    shareholders' equity ...................         16.3%         16.5%         13.4%         12.9%         11.8%         12.2%*
Gross profit as a percent
    of sales ...............................         25.2%         26.5%         25.5%         26.0%         25.5%         26.0%
Operating profit as a percent
    of sales ...............................          8.4%          8.3%          7.0%          7.4%          7.1%          7.4%
Earnings before interest, tax, depreciation,
    and amortization as a percent of sales .         10.4%         10.2%          9.2%          9.6%          9.5%          9.3%
Operating profit, interest income
    and other income as a percent
    of beginning-of-year capital ...........         33.2%         24.8%         20.5%         19.6%         18.1%         19.3%
Income tax expense as a
    percent of pretax income ...............         37.6%         38.3%         37.0%         38.7%         40.7%         41.5%
Net income as a percent
    of sales ...............................          5.1%          5.1%          4.5%          4.5%          4.1%          4.3%
-------------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization ..............   $   30,342    $   22,081    $   21,021    $   20,382    $   20,147    $   15,156
Capital expenditures .......................   $   37,968    $   25,316    $   22,016    $   17,778    $   18,168    $   18,980
Property, plant and equip. (net)............   $  227,883    $  125,989    $  121,762    $  114,658    $  116,199    $  117,175
-------------------------------------------------------------------------------------------------------------------------------
Working capital ............................   $  455,363    $  293,160    $  274,739    $  245,106    $  240,583    $  237,280
Current ratio ..............................     2.9 to 1      3.2 to 1      3.5 to 1      3.5 to 1      3.5 to 1      3.7 to 1
Total assets ...............................   $1,218,297    $  629,792    $  580,351    $  528,407    $  517,546    $  503,818
-------------------------------------------------------------------------------------------------------------------------------
Debt and capital leases ....................   $  249,670    $   65,473    $   73,458    $   61,279    $   69,033    $   83,201
Shareholders' equity .......................   $  663,092    $  414,915    $  388,209    $  359,338    $  343,376    $  323,640
Ending capital .............................   $  940,668    $  466,057    $  450,466    $  405,996    $  399,801    $  395,209
Ratio of debt to equity ....................         37.7%         15.8%         18.9%         17.1%         20.1%         25.7%
Ratio of debt to capital ...................         26.5%         14.0%         16.3%         15.1%         17.3%         21.1%
-------------------------------------------------------------------------------------------------------------------------------
Shareholders ...............................       22,344        16,329        13,592        12,729        12,293        12,665
Employees ..................................       21,597        12,796        12,155        11,236        10,733        11,149
-------------------------------------------------------------------------------------------------------------------------------
*   April 1995 shareholders' equity used in this calculation excludes $18,004
    relating to stock issued on the last day of the fiscal year for the
    acquisition of an operating division.
**  Restated to reflect the September, 1998 three-for-one stock split, in the
    form of a 200% stock dividend.
25
Unaudited Quarterly Financial Information

(Amounts in thousands,
except per share data)                                                                 Fiscal year
Quarter ended                       7/24/99     10/23/99      1/22/00      4/29/00         2000
--------------------------------------------------------------------------------------------------
Sales..........................    $321,659     $387,736     $376,872     $631,153      $1,717,420
Cost of sales..................     241,026      286,520      281,358      475,254       1,284,158
                                   --------     --------     --------     --------      ----------
 Gross profit..................      80,633      101,216       95,514      155,899         433,262

Selling, general and
 administrative................      58,976       62,920       62,226      104,840         288,962
                                   --------     --------     --------     --------      ----------
 Operating profit..............      21,657       38,296       33,288       51,059         144,300

Interest expense...............       1,439        1,866        2,128        4,222           9,655
Interest income................         596          610          320          450           1,976
Other income...................         781          927        1,317          667           3,692
                                   --------     --------     --------     --------      ----------
 Pretax income.................      21,595       37,967       32,797       47,954         140,313
Income tax expense.............       8,302       14,697       11,460       18,240          52,699
                                   --------     --------     --------     --------      ----------
    Net income.................     $13,293      $23,270      $21,337      $29,714         $87,614
                                   ========     ========     ========     ========      ==========
     Diluted EPS...............       $0.25        $0.44        $0.41        $0.49           $1.60
                                   ========     ========     ========     ========      ==========
Fiscal year
Quarter ended                       7/25/98     10/24/98      1/23/99      4/24/99        1999
--------------------------------------------------------------------------------------------------
Sales..........................    $268,880     $334,831     $318,105     $365,829      $1,287,645
Cost of sales..................     205,431      245,062      230,923      265,315         946,731
                                   --------     --------     --------     --------      ----------
 Gross profit..................      63,449       89,769       87,182      100,514         340,914

Selling, general and
 administrative................      51,288       59,510       58,758       64,519         234,075
                                   --------     --------     --------     --------      ----------
 Operating profit..............      12,161       30,259       28,424       35,995         106,839

Interest expense...............       1,187        1,164        1,110          979           4,440
Interest income................         577          471          430          703           2,181
Other income...................         355          865          962          476           2,658
                                   --------     --------     --------     --------      ----------
 Pretax income.................      11,906       30,431       28,706       36,195         107,238
Income tax expense.............       4,722       11,984       10,978       13,412          41,096
                                   --------     --------     --------     --------      ----------
    Net income.................      $7,184      $18,447      $17,728      $22,783         $66,142
                                   ========     ========     ========     ========      ==========
 Diluted EPS...................       $0.13        $0.35        $0.34        $0.43           $1.24
                                   ========     ========     ========     ========      ==========
26
Dividend and Market Information

     Fiscal 2000  Divi-           Market price          Fiscal 1999  Divi-             Market price
       quarter    dends  -------------------------------   quarter   dends   ------------------------------
        ended     paid     High       Low        Close      ended    paid      High       Low       Close
     ------------------------------------------------------------------------------------------------------
July 24   $0.08   $24 7/16   $19 3/8    $23 13/16   July 25   $0.07   $19 11/24  $16 1/3   $17 23/24
       Oct. 23    0.08    24 7/16    17 15/16   17 15/16   Oct. 24    0.08    22 1/2     15 5/8    18 1/2
       Jan. 22    0.08    20  3/8    15         15         Jan. 23    0.08    20 7/16    15 1/4    16 15/16
      April 29    0.08   $17 13/16  $13 11/16  $15 11/16  April 24    0.08   $22 1/4    $17       $19
                 -----                                               -----
                 $0.32                                               $0.31
                 =====                                               =====
Dividend               Market price
   Fiscal  Dividends Dividend    payout      ------------------------------  Market value    P/E ratio
    year      paid     yield      ratio        High       Low        Close  (in millions)   High   Low
   ---------------------------------------------------------------------------------------------------
2000     $0.32     2.0%       20.0%      $24 7/16  $13 11/16   $15 11/16    $962        $15    $10
    1999      0.31     1.6%       24.8%       22 1/2    15 1/4      19           994         18     12
    1998      0.28     1.6%       30.1%       17 5/6    10 7/12     17 5/6       955         19     11
    1997      0.26     2.4%       31.2%       12 7/24    9 5/12     10 3/4       578         15     11
    1996      0.25     2.5%       34.9%       11 1/4     8 13/24    10 1/24      554         16     12
    1995     $0.23     2.5%       33.8%      $11 1/4    $8 11/24    $9          $501        $17    $13
La-Z-Boy Incorporated common shares are traded on the NYSE and PCX (symbol
LZB).

     Various data has been restated to reflect the September, 1998 three-for-one
stock split.
Investor Information
Corporate Headquarters                                 Stock Exchange
La-Z-Boy Incorporated                                  Shares of La-Z-Boy Incorporated common
1284 North Telegraph Road                              stock are traded on the New York Stock
Monroe, MI 48162-3390                                  Exchange and the Pacific Stock Exchange
(734)242-1444                                          under the symbol LZB.

Dividend Reinvestment Plan                             Shareholder Services
A brochure is available on the La-Z-Boy Dividend       Inquiries regarding the Dividend Reinvestment
Reinvestment Plan. It explains how shareholders        Plan, dividend payments, stock transfer requirements,
may increase their investment in the stock of the      address changes and account consolidations
Company without the cost of fees or service            should be addressed to our stock transfer
charges. Write to Investor Relations.                  agent and registrar:

Investor Relations and                                 American Stock Transfer & Trust Company
Financial Reports                                      40 Wall Street, 46th Floor
Security analysts, shareholders and investors          New York, NY 10005
may request information (quarterly or annual           (212)936-5100
reports, 10-K's, etc.) from:                           (800)937-9449

Investor Relations                                     Internet
La-Z-Boy Incorporated                                  Visit La-Z-Boy on the internet at www.lazboy.com
1284 North Telegraph Road
Monroe, MI 48162-3390
(734)241-4414
investorrelations@la-z-boy.com
27
Board of Directors
                                (includes some executives)
Gene M. Hardy                        Gerald L. Kiser                             Patrick H. Norton
Retired Corporate Executive          President and Chief Operating Officer       Chairman of the Board
                                     La-Z-Boy Incorporated                       La-Z-Boy Incorporated
David K. Hehl
Member, Cooley Hehl                  Dr. H. George Levy                          Lorne G. Stevens
Wohlgamuth & Carlton, PLLC           Otolaryngologist, CEO of USI, Inc.          Manufacturing Consultant
                                     and CEO of Enduenet, Inc.
Frederick H. Jackson                                                             John F. Weaver
Executive VP Finance                 Rocque E. Lipford                           Retired Corporate Executive
La-Z-Boy Incorporated                Senior Member
                                     Miller, Canfield, Paddock
James W. Johnston                    & Stone, P.L.C.
Private Investor

                                     Executives

Charles H. Bolick, Jr.               Steven M. Kincaid                           Frederick L. Schuermann, Jr.
President , Alexvale                 President, Kincaid Furniture                President and
                                     Company, Incorporated                       Chief Operating Officer  LADD
Jesse A. Brinkley
President, Lea Industries            Stanley W. Kirkwood                         Martin G. Silver
                                     VP, Corporate Chief                         President, Bauhaus USA
David R. Brown                       Information Officer
VP, La-Z-Boy Tennessee                                                           Preston E. Simmons
                                     James P. Klarr                              President, Pilliod Furniture
Thomas Brown                         Secretary
Managing Director                                                                Thomas A. Sprenger
Centurion Furniture, plc             James J. Korsnack                           VP, La-Z-Boy Residential
                                     VP, Financial Planning                      Real Estate Development
John J. Case                         Corporate Controller
President, La-Z-Boy Residential                                                  Mark A. Stegeman
                                     Vivian K. Kovenich                          Treasurer
Kenneth E. Church                    VP, La-Z-Boy Residential
President, LADD Upholstery Group     Customer Service                            Eddie A. Taylor
                                                                                 VP, International Business
Kurt L. Darrow                       David A. Layman                             Development
Senior VP, Residential               Senior VP, La-Z-Boy Residential
Sales and Marketing                  and Contract Operations                     Danny G. Tice
                                                                                 VP, La-Z-Boy Midwest
Rodney D. England                    Richard G. Micka
President, England/Corsair, Inc.     VP, Corporate                               Joane E. VanLuven
                                     Administration                              VP, La-Z-Boy Residential
Kenneth B. Fonville                                                              HR and Benefits
President, Pennsylvania House        Donald L. Mitchell
Casegoods                            President, LADD Casegoods Group             David J. Westendorf
                                                                                 VP, La-Z-Boy Residential and
Jerry L. Garren                      Michael C. Moldenhauer                      Contract, Product Planning,
VP, La-Z-Boy Utah                    President, Sam Moore                        Development and Quality Control
                                     Furniture industries, Inc.
Mark B. Gosnell                                                                  Gregory D. White
President, Barclay Furniture         Fred A. Preddy, Jr.                         VP, La-Z-Boy Residential
                                     President, Hammary                          Merchandising
Michael P. Haley
President                            Jeffrey R. Scheffer                         Larry A. Woolace
LADD Contract Sales Group            President, American Drew                    VP, La-Z-Boy Residential
                                                                                        Manufacturing
28
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              LA-Z-BOY INCORPORATED
                                  (Registrant)

Date   May 31, 2000                                 /s/James J. Korsnack
                                                    ------------------------
                                                    James J. Korsnack
                                                    Corporate Controller

                                       29