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VIA FACSIMILE AND U.S. MAIL
February 3, 2006
David M. Risley
Senior Vice President and Chief Financial Officer
LA-Z-Boy, Inc.
1284 N. Telegraph Road
Monroe, MI 48162
RE: Form 10-K for Fiscal Year Ended April 30, 2005
Forms 10-Q for Fiscal Quarters Ended July 30, and October
29,
2005
File No. 1-9656
Dear Mr. Risley:
We have reviewed your filing and have the following
comments. If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-K FOR THE YEAR ENDED APRIL 30, 2005
General
1. Where a comment below requests additional disclosures or other
revisions please show us in your response what the revisions will
look like. These revisions should be included in your future
filings, including your interim filings where appropriate.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
2. You discuss the business reasons for changes between periods in
your financial statement line items. However, in certain
circumstances where there is more than one business reason for the
change, you should quantify the incremental impact of each
individual
business reason discussed on the overall change in the line item
if
possible.
3. In addition you should provide a more comprehensive analysis of
certain critical issues that have affected you recently. For
example, the most important financial changes in 2005 were your
substantial increase in SG&A and the significant decrease in cash
flows from operations. You describe the opening and acquisition
of
stores as the cause for the increase in SG&A. However there is no
in-depth analysis as to the medium-term and long-term impact and
strategic direction of this development. It is unclear whether
the
substantial decrease in operating income will continue, at least
as
it relates to this specific issue. Similarly when you discuss
cash
flows from operations you list the reasons for the decrease, yet
leave no underlying analysis as to whether this development is
temporary, or simply expected to continue.
4. Please confirm to us that you will provide more in-depth
analysis
regarding the significant changes in your operations, financial
condition and liquidity. Refer to Item 303(a) (3) of Regulation
S-
K, FRR 501.04., and Interpretive Release 33-8350 - Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations.
Contractual Obligations
5. Please revise your table of contractual cash obligations to
include the following:
* Estimated interest payments on your debt;
* planned funding of pension benefit obligations; and
* Estimated payments under your interest rate swap agreements and
foreign
exchange contracts, if applicable.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table. Please
also disclose any assumptions you made to derive these amounts.
At a
minimum interest payments should be disclosed in a note to the
table.
Please refer to note 46 of SEC Release 33-8350.
Financial Statements
Note 6 - Accrued Expenses and Other Current Liabilities
6. We note that you have a substantial amount of other current
liabilities. We assume this includes certain general accruals.
In
future filings, please consider the requirement to state
separately
any current liability that exceeds 5% of total current
liabilities.
See Rule 5-02.20 of Regulation S-X for further guidance. Please
also
consider Rule 5-02.24 concerning your other long-term liabilities.
Note 20 - Variable Interest Entities
7. You indicated that current accounting standards required you to
record the capital contribution as income in the current period to
offset previously recorded losses. Please provide support for your
conclusions and cite the appropriate accounting literature to
support
your conclusion.
8. We note that you acquired certain previously consolidated VIEs,
in
2005. In future filings, if material, please provide all
appropriate
disclosures required by FAS 141, paragraphs 51-58 concerning
acquisitions.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please file your response on EDGAR as a
correspondence file. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or the undersigned at (202) 551-3689, if you have questions
regarding comments on the financial statements and related
matters.
Sincerely,
John Hartz
Senior Assistant
Chief Accountant
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Mr. David M. Risley
February 3, 2006
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE