We have prepared this Management's Discussion and Analysis as an aid to
understanding our financial results. It should be read in conjunction with the
accompanying Consolidated Financial Statements and related Notes to Consolidated
Financial Statements. After a cautionary note regarding forward-looking
statements, we begin with an introduction to our key businesses and then provide
discussions of our results of operations, liquidity and capital resources, and
critical accounting policies.

Cautionary Note Regarding Forward-Looking Statements

La-Z-Boy Incorporated and its subsidiaries (individually and collectively, "we," "our," "us," "La-Z-Boy" or the "Company") make "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include information concerning expectations, projections or trends relating to our results of operations, financial results, financial condition, strategic initiatives and plans, expenses, dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, future economic performance, business and industry and the effect of the novel coronavirus ("COVID-19") pandemic on our business operations and financial results.



Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements may include
words such as "anticipates," "believes," "continues," "estimates," "expects,"
"feels," "forecasts," "hopes," "intends," "plans," "projects," "likely,"
"seeks," "short-term," "non-recurring," "one-time," "outlook," "target,"
"unusual," or words of similar meaning, or future or conditional verbs, such as
"will," "should," "could," or "may." A forward-looking statement is neither a
prediction nor a guarantee of future events or circumstances, and those future
events or circumstances may not occur. You should not place undue reliance on
forward-looking statements, which speak to our views only as of the date of this
report. These forward-looking statements are all based on currently available
operating, financial, and competitive information and are subject to various
risks and uncertainties, many of which are unforeseeable and beyond our control,
such as the continuing and developing impact of, and uncertainty caused by, the
COVID-19 pandemic. Additional risks and uncertainties that we do not presently
know about or that we currently consider to be immaterial may also affect our
business operations and financial performance.

Our actual future results and trends may differ materially from those we
anticipate depending on a variety of factors, including, but not limited to, the
risks and uncertainties discussed in our Annual Report for the year ended
April 25, 2020, under Item 1A, "Risk Factors" and Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations." Given
these risks and uncertainties, you should not rely on forward-looking statements
as a prediction of actual results. Any or all of the forward-looking statements
contained in our Annual Report or any other public statement made by us,
including by our management, may turn out to be incorrect. We are including this
cautionary note to make applicable and take advantage of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 for
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or for any other reason.

Introduction

Our Business



We are the leading global producer of reclining chairs and the second largest
manufacturer/distributor of residential furniture in the United States. The
La-Z-Boy Furniture Galleries® stores retail network is the third largest
retailer of single-branded furniture in the United States. We manufacture,
market, import, export, distribute and retail upholstery furniture products
under the La-Z-Boy®, England, Kincaid®, and Joybird® tradenames. In addition, we
import, distribute and retail accessories and casegoods (wood) furniture
products under the Kincaid®, American Drew®, Hammary®, and Joybird® tradenames.
As of October 24, 2020, we operated five major manufacturing locations and seven
regional distribution centers in the United States and two facilities in Mexico
to support our speed-to-market and customization strategy. In the first quarter
of fiscal 2021, we announced the closure of our Newton, Mississippi upholstery
manufacturing facility. In the first half of fiscal 2021, as consumers continued
to allocate more discretionary spending to home furnishings, the demand for our
products has outpaced our production capacity. In response, our supply chain
team continues to demonstrate agility and flexibility to identify ways to
increase production capacity on both an opportunistic and permanent basis. We
have increased capacity by adding manufacturing cells at our Mexico Cut-and-Sew
Center, adding weekend production shifts to our U.S. plants, and temporarily
re-activating a portion of our Newton, Mississippi upholstery manufacturing
facility. Further, we will open a leased upholstery assembly plant, in San Luis
Rio Colorado, Mexico early in the third quarter of fiscal 2021.

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We operate a wholesale sales office that is responsible for distribution of our
product in the United Kingdom and Ireland. We operate a global trading company
in Hong Kong which helps us manage our Asian supply chain by establishing and
maintaining relationships with our Asian suppliers, as well as identifying
efficiencies and savings opportunities. We also participate in two consolidated
joint ventures in Thailand that support our international businesses: one that
operates a manufacturing facility and another that operates a wholesale sales
office. We also have contracts with several suppliers in Asia to produce
products that support our pure import model for casegoods.

We sell our products through multiple channels: to furniture retailers or
distributors in the United States, Canada, and approximately 60 other countries,
including the United Kingdom, China, Australia, South Korea and New Zealand,
directly to consumers through retail stores that we own and operate, and through
our websites, www.la-z-boy.com and www.joybird.com. The centerpiece of our
retail distribution strategy is our network of 355 La-Z-Boy Furniture Galleries®
stores and 561 La-Z-Boy Comfort Studio® locations, each dedicated to marketing
our La-Z-Boy branded products. We consider this dedicated space to be
"proprietary." We own 159 of the La-Z-Boy Furniture Galleries® stores, which
include those stores acquired in connection with our acquisition of the Seattle,
Washington business that operated six independently owned La-Z-Boy Furniture
Galleries® stores. The remainder of the La-Z-Boy Furniture Galleries® stores, as
well as all 561 La-Z-Boy Comfort Studio® locations, are independently owned and
operated. La-Z-Boy Furniture Galleries® stores help consumers furnish their
homes by combining the style, comfort, and quality of La-Z-Boy furniture with
our available design services. La-Z-Boy Comfort Studio® locations are defined
spaces within larger independent retailers that are dedicated to displaying and
selling La-Z-Boy branded products. In total, we have approximately 7.9 million
square feet of proprietary floor space dedicated to selling La-Z-Boy branded
products in North America. We also have approximately 2.7 million square feet of
floor space outside of the United States and Canada dedicated to selling
La-Z-Boy branded products. Our other brands, England, American Drew, Hammary,
and Kincaid enjoy distribution through many of the same outlets, with slightly
over half of Hammary's sales originating through the La-Z-Boy Furniture
Galleries® store network. Kincaid and England have their own dedicated
proprietary in-store programs with 615 outlets and approximately 1.9 million
square feet of proprietary floor space. In total, our proprietary floor space
includes approximately 12.5 million square feet worldwide. Joybird sells product
primarily online and has a limited amount of proprietary retail showroom floor
space it uses to develop its brand.

Our goal is to deliver value to our shareholders over the long term through executing our strategic initiatives. The foundation of our strategic initiatives is driving profitable sales growth in all areas of our business.

We plan to drive growth in the following ways:



•Our branded distribution channels, which include the La-Z-Boy Furniture
Galleries® store network and the La-Z-Boy Comfort Studio® locations, our
store-within-a-store format. We expect this initiative to generate growth in our
Retail segment through an increased company-owned store count and in our
Wholesale segment as our proprietary distribution network expands. We are not
only focused on growing the number of locations, but also on upgrading existing
store locations to our new concept designs.

•Our company-owned retail business. We are growing this business by increasing
same-store sales through improved execution at the store level and by acquiring
existing La-Z-Boy Furniture Galleries® stores and opening new La-Z-Boy Furniture
Galleries® stores, primarily in markets that can be serviced through our
regional distribution centers, where we see opportunity for growth, or where we
believe we have opportunities for further market penetration.

•Our unique multi-channel distribution network. In addition to our branded
distribution channels, nearly 2,100 other dealers sell La-Z-Boy products,
providing us the benefit of multi-channel distribution. These outlets include
some of the best-known names in the industry, including Slumberland, Nebraska
Furniture Mart, Mathis Brothers and Raymour & Flanagan. Our other brands in the
Wholesale segment, England, American Drew, Hammary, and Kincaid, enjoy
distribution through many of the same outlets. We believe there is significant
growth potential for our brands through these retail channels.

•Our on-trend products including stationary upholstered furniture featured in
our Live Life Comfortably® marketing campaign. While we are known for our iconic
recliners, they account for less than half of our sales in dollars, and we
believe we have the potential to expand sales of our other products. To
stimulate growth, our Live Life Comfortably® marketing campaign features
celebrity brand ambassador, Kristen Bell, and focuses on expanding our digital
marketing and e-commerce capabilities to build traffic across our multiple
digital and physical properties. As a millennial actress and social media
influencer, Kristen injects youthful style and sensibility into our marketing
campaign which enhances the appeal of our brand with a younger customer base.
Further, we are driving change throughout our digital platforms to improve the
user experience, with a specific focus on the ease by which customers
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browse through our broad product assortment, customize products to their liking,
find stores to make a purchase, or purchase at www.la-z-boy.com.

•Our innovative products, including stain-resistant iClean™ and eco-friendly
Conserve ™ fabrics and our power products, some of which include a wireless hand
held remote, dual mechanisms and articulating headrests. Our innovation, duo®,
is a revolutionary product line that features the look of stationary furniture
with the power to recline at the push of a button. We are committed to
innovation throughout our business, and to support these efforts we opened our
new state-of-the-art Innovation Center in fiscal 2019 at our Dayton, Tennessee
campus.

•Our multi-faceted online strategy to participate in and leverage the growth of
online furniture sales. During fiscal 2019, we purchased Joybird, a leading
e-commerce retailer and manufacturer of upholstered furniture, which positions
us for growth in the ever-changing online selling environment and allows us to
better reach millennial and Gen X consumers and leverage our supply chain
assets. In addition, we continue to increase online sales of La-Z-Boy furniture
through la-z-boy.com and other digital players, such as Wayfair.

Our reportable operating segments include the Wholesale segment and the Retail
segment. Effective in the first quarter of fiscal 2021, in order to better align
with the manner in which we view and manage the business, coupled with economic
and customer channel similarities, we revised our reportable operating segments
by aggregating the former Upholstery segment with the former Casegoods segment
to form the newly combined Wholesale segment. The change in our reportable
operating segments reflects how the Company evaluates financial information used
to make operating decisions. There were no changes to our Retail operating
segment or Corporate & Other as part of this revision.

•Wholesale Segment. Our Wholesale segment consists primarily of three operating
segments: La-Z-Boy, our largest operating segment, our England subsidiary, and
our casegoods operating segment that sells furniture under three brands:
American Drew®, Hammary®, and Kincaid®. The Wholesale segment also includes our
international wholesale businesses. We aggregate these operating segments into
one reportable segment because they are economically similar and because they
meet the other aggregation criteria for determining reportable segments. Our
Wholesale segment manufactures and imports upholstered furniture, such as
recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars,
ottomans and sleeper sofas and imports casegoods (wood) furniture such as
bedroom sets, dining room sets, entertainment centers and occasional pieces. The
Wholesale segment sells directly to La-Z-Boy Furniture Galleries® stores,
operators of La-Z-Boy Comfort Studio® locations, England Custom Comfort Center
locations, major dealers, and a wide cross-section of other independent
retailers.

•Retail Segment. Our Retail segment consists of one operating segment comprising
our 159 company-owned La-Z-Boy Furniture Galleries® stores. The Retail segment
primarily sells upholstered furniture, in addition to some casegoods and other
accessories, to the end consumer through these stores.

•Corporate & Other. Corporate & Other includes the shared costs for corporate
functions, including human resources, information technology, finance and legal,
in addition to revenue generated through royalty agreements with companies
licensed to use the La-Z-Boy® brand name on various products. We consider our
corporate functions to be other business activities and have aggregated them
with our other insignificant operating segments including our global trading
company in Hong Kong, and Joybird, an e-commerce retailer. Joybird manufactures
and sells upholstered furniture such as sofas, loveseats, chairs, ottomans,
sleeper sofas and beds, and also imports and sells casegoods (wood) furniture,
such as occasional tables and other accessories. Joybird sells to end consumers
primarily online through its website, www.joybird.com. None of the operating
segments included in Corporate & Other meet the requirements of reportable
segments at this time.

Impact of COVID-19



In response to the COVID-19 pandemic, we took the following actions over the
past nine months to conserve cash in the near term and ensure the well-being of
our employees and their families, our customers and the communities in which we
operate.

Fourth quarter of fiscal 2020

•In accordance with government regulations, temporarily closed all manufacturing
and retail operations
•Furloughed approximately 70% of our workforce
•Implemented a temporary 50% salary reduction for our executive team and 25%
salary reduction for the rest of our salaried workforce along with the temporary
suspension of our 401(k) match
•Temporarily eliminated our June quarterly dividend and suspended our share
repurchase program

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First quarter of fiscal 2021

•Announced our business realignment plan which included the reduction of our
global workforce by about 10% across our manufacturing, retail, and corporate
locations, including the closure of our Newton, Mississippi upholstery
manufacturing facility.
•Re-opened all of our other manufacturing facilities, retail stores, and
corporate headquarters along with the implementation of best-practice health and
safety protocols
•The majority of our furloughed employees returned to work, temporary salary
reductions ended and full base salaries were reinstated for all employees other
than the named executive officers

Second quarter of fiscal 2021



•Temporary salary reduction for the named executive officers ended and full base
salaries reinstated
•Reinstated 401(k) match for employees and cash compensation for the board of
directors
•The board of directors elected to reinstate a regular quarterly dividend to
shareholders of $0.07 per share, 50% of the dividend amount paid quarterly prior
to the Company's suspension of dividends. This dividend was paid on September
15, 2020, to shareholders of record as of September 3, 2020.

Third quarter of fiscal 2021



•On November 17, 2020, the board of directors declared a quarterly dividend to
shareholders of $0.14 per share. This returns the quarterly dividend to the full
amount paid quarterly prior to the company's suspension of dividends. The
dividend will be paid on December 15, 2020, to shareholders of record as of
December 2, 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES
Act") was signed into law. The CARES Act, among other things, includes
provisions providing for refundable payroll tax credits, deferment of employer
social security payments, lengthening net operating loss carryback periods,
alternative minimum tax credit refunds, modifications to the net interest
deduction limitations and technical corrections to tax depreciation methods for
qualified improvement property. The Company continues to examine the impact that
the CARES Act may have on its results of operations, financial condition and/or
financial statement disclosures.

We continue to actively manage the impact of the COVID-19 crisis and there is
uncertainty regarding the impact COVID-19 will have on our financial operations
in the near and long term.We also continue to actively manage our global supply
chain and manufacturing operations, which may be adversely impacted with respect
to availability and pricing based on uncontrollable factors. The need for, or
timing of, any future actions in response to COVID-19 is largely dependent on
the mitigation of the spread of the virus, status of government orders,
directives and guidelines, recovery of the business environment, global supply
chain conditions, economic conditions, and consumer demand for our products.

Results of Operations

Fiscal 2021 Second Quarter Compared with Fiscal 2020 Second Quarter

La-Z-Boy Incorporated
                                               Quarter Ended                                           Six Months Ended
(Unaudited, amounts in                                                            %                                                         %
thousands, except percentages)          10/24/20           10/26/19            Change             10/24/20           10/26/19             Change
Sales                                 $ 459,120          $ 447,212                 2.7  %       $ 744,578          $ 860,845                (13.5) %
Operating income                         47,939             29,601                62.0  %          52,264             53,023                 (1.4) %
Operating margin                           10.4  %             6.6  %                                 7.0  %             6.2  %



Sales

Consolidated sales increased $11.9 million in the second quarter of fiscal 2021,
but decreased $116.3 million in the first six months of fiscal 2021, compared
with the same periods a year ago. Since retail and manufacturing locations have
reopened after the COVID-19 related temporary closures, we have continued to
experience a strong pace of written order trends through the first half of
fiscal 2021 and our manufacturing production is continuing to ramp up capacity
to meet record order demand. Sales increased in the second quarter of fiscal
2021, compared with the same period last year, primarily due to strong delivered
sales from Joybird and our Retail segment. The sales decrease in the first six
months of 2021, compared with the same period last year, was primarily due to
the impact of COVID-19, which caused temporary store closures in the latter part
of the fourth quarter of fiscal 2020 and a phased reopening in the first two
months of fiscal 2021, temporary closures of our manufacturing facilities, and a
negative impact on our ability to deliver product to customers.
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Operating Margin



Operating margin, which is calculated as operating income as a percentage of
sales, increased 380 basis points and 80 basis points in the second quarter and
in the first six months of fiscal 2021, respectively, compared with the same
periods a year ago.

•Gross margin, which is calculated as gross profit as a percentage of sales,
increased 290 basis points and 190 basis points in the second quarter and the
first six months of fiscal 2021, respectively, compared with the same periods a
year ago.

•Changes in our consolidated sales mix increased gross margin by 120 basis
points and 40 basis points in the second quarter and the first six months of
fiscal 2021, respectively, compared with the same periods last fiscal year. This
benefit was driven by the growth of Joybird and our Retail segment, which have
higher gross margins than our Wholesale segment.
•The second quarter and first six months of last fiscal year included supply
chain initiative costs, primarily associated with the closure of our Redlands
manufacturing facility, which were higher when compared with the expenses
resulting from our business alignment actions in the second quarter and first
six months of 2021. The absence of higher business initiative costs in fiscal
2021 resulted in a comparative 50 basis point and 40 basis point increase in
gross margin in the second quarter and first six months of this year,
respectively.
•Additionally, Joybird experienced significant improvements in gross margin in
the second quarter and the first six months of fiscal 2021, primarily resulting
from supply chain synergies and improved manufacturing plant performance.
•Selling, general and administrative ("SG&A") expenses as a percentage of sales
decreased 100 basis points and increased 100 basis points in the second quarter
and the first six months of fiscal 2021, respectively, compared with the same
periods a year ago.

•In the second quarter of fiscal 2021, the improvement in SG&A expense as a
percentage of sales when compared with the same quarter last year was primarily
due to continued disciplined expense management, lower spending on advertising
given the strong order demand and lower administrative expenses due to COVID-19
travel restrictions, along with a decrease in salary and wages driven by our
business realignment plan and reduction in workforce in the first quarter of
fiscal 2021, partially offset by an increase in selling expenses.
•In the first six months of fiscal 2021, the increase in SG&A expense as a
percentage of sales compared with the same period last year was primarily due to
lower sales volume relative to fixed costs and an increase in expenses resulting
from our business realignment plan, partially offset by cost reductions in
response to the lower sales volume driven by the COVID-19 closures.
•Changes in our consolidated sales mix increased SG&A expense as a percentage of
sales by 100 basis points and 40 basis points in the second quarter and in the
first six months of fiscal 2021, respectively.
•Additionally, a $2.5 million pre-tax charge resulting from the recognition of
the increase in the fair value of the Joybird contingent consideration liability
increased SG&A as a percent of sales 50 basis points and 30 basis points in the
second quarter and in the first six months of fiscal 2021, respectively.
We discuss each segment's results in the following section.

Wholesale Segment
                                               Quarter Ended                                           Six Months Ended
(Unaudited, amounts in                                                            %                                                         %
thousands, except percentages)          10/24/20           10/26/19            Change             10/24/20           10/26/19             Change
Sales                                 $ 343,016          $ 350,245                (2.1) %       $ 566,589          $ 670,796                (15.5) %
Operating income                         41,683             34,285                21.6  %          59,623             63,149                 (5.6) %
Operating margin                           12.2  %             9.8  %                                10.5  %             9.4  %



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Sales

The Wholesale segment's sales decreased $7.2 million and $104.2 million in the
second quarter and in the first six months of fiscal 2021, respectively,
compared with the same periods a year ago. Sales decreased 2.1% in the second
quarter of fiscal 2021, compared with the same period a year ago. While we
continue to increase manufacturing production capacity to meet demand, a
temporary supply shortage of polyurethane foam led to lower unit volume. In the
first six months of fiscal 2021, compared with the same period a year ago, lower
unit volume decreased sales 14.4% due to the impact of COVID-19, which caused
temporary store and manufacturing facility closures in the latter part of the
fourth quarter of fiscal 2020 and a phased reopening in the first two months of
the first quarter of fiscal 2021.

Operating Margin



Operating margin increased 240 basis points and 110 basis points in the second
quarter and in the first six months of fiscal 2021, respectively, compared with
the same periods a year ago.

?  Gross margin increased 100 basis points and 30 basis points in the second
quarter and in the first six months of fiscal 2021, respectively, compared with
the same periods a year ago.
•The second quarter and first six months of last fiscal year included supply
chain initiative costs primarily associated with the closure of our Redlands,
California manufacturing facility, which were higher when compared with the
expenses resulting from our business alignment actions in the second quarter and
first six months of 2021. The absence of higher business initiative costs in
fiscal 2021 resulted in a comparative 70 basis point and 50 basis point increase
in the segment's gross margin in the second quarter and in the first six months
of this year, respectively.
•Additionally, in the second quarter and the first six months of fiscal 2021,
gross margin benefited from improvement in supply chain costs due to
efficiencies gained from operating fewer manufacturing facilities, but those
costs were mostly offset by costs associated with increasing production capacity
in the current year.

?  SG&A expense as a percentage of sales decreased 140 basis points and 80 basis
points in the second quarter and in the first six months of fiscal 2021,
respectively, compared with the same periods a year ago. The decrease in SG&A
expense as a percentage of sales, in both periods, was primarily due to
continued disciplined expense management and lower spending on advertising given
the strong order demand and lower administrative expenses due to COVID-19 travel
restrictions, along with a decrease in salary and wages driven by our business
realignment plan and reduction in workforce in the first quarter of fiscal 2021.


Retail Segment
                                               Quarter Ended                                           Six Months Ended
(Unaudited, amounts in                                                            %                                                         %
thousands, except percentages)          10/24/20           10/26/19            Change             10/24/20           10/26/19             Change
Sales                                 $ 162,275          $ 148,404                 9.3  %       $ 253,412          $ 291,400                (13.0) %
Operating income                         15,093              8,412                79.4  %           8,466             16,889                (49.9) %
Operating margin                            9.3  %             5.7  %                                 3.3  %             5.8  %



Sales

The Retail segment's sales increased $13.9 million and decreased $38.0 million
in the second quarter and in the first six months of fiscal 2021, respectively,
compared with the same periods a year ago. The increase in sales in the second
quarter of fiscal 2021 was primarily due to a 6.3% increase in same-store
delivered sales, or $9.1 million, as well as an additional $3.5 million of
delivered sales from our newly acquired Seattle-based stores. The decrease in
sales in the first six months of fiscal 2021 was primarily due to a 14.8%, or
$42.1 million, decrease in delivered same-store sales driven by a phased
reopening of our retail locations throughout the first two months of the first
quarter of fiscal 2021 due to COVID-19. Since all of our retail stores have
re-opened, we have continued to experience strong sales trends with written same
store sales up 36.3% in the second quarter of fiscal 2021 compared with the same
quarter last year, driven by increased demand for products in the home
furnishings category and strong execution at the store level. Same-store
delivered sales include the sales of all currently active stores which have been
open for each comparable period.

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Operating Margin

Operating margin increased 360 basis points in the second quarter, but decreased
250 basis points in the first six months of fiscal 2021, respectively, compared
with the same period a year ago.
?  Gross margin increased 30 basis points in both the second quarter and in the
first six months of fiscal 2021 compared with the same periods a year ago.
?  SG&A expense as a percentage of sales decreased 330 basis points in the
second quarter, but increased 280 basis points in the first six months of fiscal
2021, respectively, compared with the same periods a year ago. The improvement
in SG&A as a percentage of sales in the second quarter of fiscal 2021 compared
with the same quarter last year was primarily attributable to higher delivered
sales relative to fixed costs coupled with lower spending on advertising given
the strong order demand and lower administrative expenses due to COVID-19 travel
restrictions. Conversely, the increase in SG&A as a percentage of sales in the
first six months of fiscal 2021 compared with the same period last year was
primarily due to lower delivered sales relative to fixed costs.

Corporate and Other

                                              Quarter Ended                                          Six Months Ended
(Unaudited, amounts in                                                          %                                                         %

thousands, except percentages) 10/24/20 10/26/19

  Change             10/24/20           10/26/19            Change
Sales                                 $ 33,717          $ 24,311                38.7  %       $  50,458          $  44,863                12.5  %
Intercompany eliminations              (79,888)          (75,748)               (5.5) %        (125,881)          (146,214)               13.9  %
Operating loss                          (8,837)          (13,096)               32.5  %         (15,825)           (27,015)               41.4  %



Sales

Sales increased $9.4 million and $5.6 million in the second quarter and in the
first six months of fiscal 2021, respectively, compared with the same periods a
year ago. The increase in sales in the second quarter of fiscal 2021, compared
with the same period last year, was primarily due to an $8.7 million, or 41.9%,
increase in Joybird sales to $29.4 million primarily driven by strong written
order trends through the first half of this fiscal year as we continue to
experience increased demand for products in the home furnishings category and
increased online traffic. In the first six months of fiscal 2021, compared with
the same period last year, Joybird sales increased $5.0 million to $42.9 million
despite lower delivered sales in the first quarter of fiscal 2021 due to the
impact of COVID-19 which resulted in the temporary closure of our manufacturing
facilities in the latter part of the fourth quarter of fiscal 2020 and into the
first quarter of fiscal 2021. Written sales for Joybird were up 25% and 31% in
the second quarter and in the first six months of fiscal 2021, respectively,
compared with the same periods a year ago.

Intercompany eliminations increased in the second quarter of fiscal 2021
compared with the same period a year ago due to higher sales from our Wholesale
segment to our Retail segment due to higher sales volume. Intercompany
eliminations decreased in the first six months of fiscal 2021, resulting from
decreased sales in the Retail segment in the first quarter due to COVID-19
related closures.

Operating Loss



Our Corporate and Other operating loss decreased $4.3 million and $11.2 million
in the second quarter and first six months of fiscal 2021, respectively,
compared with the same periods a year ago. The operating loss in the second
quarter and in the first six months of fiscal 2021 includes a $2.5 million
pre-tax charge resulting from the recognition of the increase in the fair value
of the Joybird contingent consideration liability, as we expect consideration
will be owed under the terms of the earnout agreement in connection with the
acquisition of Joybird based on our most recent financial projections. The
decrease in operating losses in the second quarter and in the first six months
of fiscal 2021, compared to the same periods last year, was largely driven by
improvements in the Joybird business. Joybird delivered a profitable second
quarter in fiscal 2021 and despite lower Joybird sales in the first quarter of
fiscal 2021, compared with the same period last year, Joybird delivered profits
in the first six months of this year driven by significant improvements to gross
margin and lower SG&A expenses. The work to integrate Joybird and leverage
synergies has begun to come to fruition and as we build on the trajectory of the
business, we will continue to balance investments in top-line growth with
bottom-line performance.
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Non-Operating Income (Expense)

Other Income (Expense), Net



Other income (expense), net was de minimis in the second quarter of fiscal 2021
compared with $1.4 million of income in the second quarter of fiscal 2020. The
income in fiscal 2020 was primarily due to the return of $1.9 million in pre-tax
cash from the settlement of our defined-benefit pension plan in our La-Z-Boy
operating unit, which occurred during the fourth quarter of fiscal 2019.

Other income (expense), net was $1.5 million of income in the first six months
of fiscal 2021 compared with $0.6 million of income in the first six months of
fiscal 2020. The income in the first six months of fiscal year 2021 was
primarily due to unrealized gains on investments. The income in the first six
months of fiscal 2020 was primarily due to the return of pension funds noted
above, partially offset by exchange rate losses.

Income Taxes



Our effective tax rate was 26.0% and 25.3% for the second quarter and in the
first six months of fiscal 2021, respectively, compared with 26.6% and 24.6% in
the second quarter and in the first six months of fiscal 2020. Our effective tax
rate varies from the 21% federal statutory rate primarily due to state taxes.

Liquidity and Capital Resources



Our sources of liquidity include cash and cash equivalents, short-term and
long-term investments, cash from operations, and amounts available under our
credit facility. We believe these sources remain adequate to meet our short-term
and long-term liquidity requirements, finance our long-term growth plans, and
fulfill other cash requirements for day-to-day operations and capital
expenditures. We had cash, cash equivalents and restricted cash of $353.4
million at October 24, 2020, compared with $263.5 million at April 25, 2020. In
addition, we had investments to enhance our returns on cash of $27.2 million at
October 24, 2020, compared with $28.6 million at April 25, 2020.

We maintain a revolving credit facility secured primarily by our accounts
receivable, inventory, cash deposit and securities accounts. Availability under
the credit agreement fluctuates according to a borrowing base calculated on
eligible accounts receivable and inventory. We amended this agreement on
December 19, 2017, to extend its maturity date to December 19, 2022. The credit
agreement includes affirmative and negative covenants that apply under certain
circumstances, including a fixed-charge coverage ratio requirement that applies
when excess availability under the credit line is less than certain thresholds.
In response to economic conditions resulting from COVID-19, to strengthen our
financial position and maintain
liquidity, we proactively borrowed $75.0 million from our revolving credit
facility in the fourth quarter of 2020. Subsequently, considering business
performance, liquidity and trends during the first six months of fiscal 2021,
$25.0 million was repaid in the first quarter of fiscal 2021 and $50.0 million
was repaid in the second quarter of fiscal 2021, bringing the outstanding
balance on our revolving credit facility to zero as of October 24, 2020. At
October 24, 2020, we were not subject to the fixed-charge coverage ratio
requirement and had excess availability of $62.8 million of the $150.0 million
credit commitment. Excess availability was lower than the total remaining credit
commitment primarily due to higher reserves required due to the increase in
customer deposits during the first six months of fiscal 2021.

Capital expenditures for the first six months of fiscal 2021 were $15.4 million
compared with $22.9 million during the first six months of fiscal 2020. Capital
expenditures in the first six months of fiscal 2021 included spending on
manufacturing machinery and equipment, upgrades to our upholstered furniture
manufacturing plant in Dayton, Tennessee, and improvements to select retail
stores. We have no material contractual commitments outstanding for future
capital expenditures. We expect capital expenditures to be in the range of $40
to $45 million for fiscal 2021, largely dependent on liquidity and scaled in
response to the recovery of the business environment, economic conditions, and
consumer demand for our products. Our fiscal 2021 capital spending will include
plant upgrades to our upholstery manufacturing and distribution facilities in
Dayton, Tennessee and Neosho, Missouri, costs for new production capacity in
Mexico, technology upgrades and improvements to several of our retail stores.

In response to the COVID-19 pandemic, in the fourth quarter of fiscal 2020, we
took action to conserve cash in the near term. Actions taken at that time
included the furlough of approximately 70% of our workforce while our
manufacturing and retail operations were temporarily closed, temporary 50%
salary reductions for our executive team and 25% salary reductions for the rest
of our salaried workforce, along with the temporary suspension of our 401(k)
match and our share repurchase program. Further, effective as of June 4, 2020,
the Company reduced its global workforce by about 10% across its manufacturing,
retail and corporate locations, including the closure of its Newton, Mississippi
upholstery manufacturing facility.
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As of the end of the first quarter of fiscal 2021, our manufacturing facilities
and stores had all re-opened and the majority of our furloughed employees had
returned to work. Full base salaries were reinstated as of June 1, 2020, for all
employees other than the named executive officers of the Company. As of August
1, 2020, full base salaries were reinstated for our named executive officers, as
were the Company's 401(k) match and cash compensation for the board of
directors.

Our board of directors has sole authority to determine if and when we will
declare future dividends and on what terms. As announced on March 29, 2020, the
June 2020 dividend was eliminated to preserve near-term financial flexibility in
response to the impact of COVID-19. On August 18, 2020, the board of directors
elected to reinstate a regular quarterly dividend to shareholders of $0.07 per
share, 50% of the dividend amount paid quarterly prior to the Company's
suspension of dividends. This dividend was paid on September 15, 2020, to
shareholders of record as of September 3, 2020. On November 17, 2020, the board
of directors declared a quarterly dividend to shareholders of $0.14 per share.
This returns the quarterly dividend to the full amount paid quarterly prior to
the company's suspension of dividends. The dividend will be paid on December 15,
2020, to shareholders of record as of December 2, 2020.

Our board of directors has authorized the repurchase of company stock. As of
October 24, 2020, 4.5 million shares remained available for purchase pursuant to
this authorization. The authorization has no expiration date. As announced on
March 29, 2020, share repurchases under the board of directors' prior
authorization were temporarily halted to prioritize near-term financial
flexibility in response to the impact of COVID-19, as such, there were no share
repurchases in the first and second quarters of fiscal 2021. Resumption of a
share repurchase program under the board's prior authorization is at the
discretion of management and will depend on our earnings, capital requirements,
financial condition and other factors that we consider to be relevant, such as
the timing and extent of the economic recovery and the consumer demand for our
products.

The following table illustrates the main components of our cash flows:


                                                                 Six Months 

Ended


(Unaudited, amounts in thousands)                            10/24/20

10/26/19


Cash Flows Provided By (Used For)
Net cash provided by operating activities                   $ 195,710      $  53,702
Net cash used for investing activities                        (21,383)      

(32,345)


Net cash used for financing activities                        (86,372)      

(34,842)


Exchange rate changes                                           1,944       

1,239

Change in cash, cash equivalents and restricted cash $ 89,899 $ (12,246)





Operating Activities

During the first six months of fiscal 2021, net cash provided by operating
activities was $195.7 million. Our cash provided by operating activities was
primarily attributable to a $100.0 million increase in customer deposits driven
by the increase in written Retail and Joybird sales in the period and net income
generated during the period.

Investing Activities

During the first six months of fiscal 2021, net cash used for investing
activities was $21.4 million, primarily due to cash used for capital
expenditures in the period of $15.4 million, which primarily related to spending
on manufacturing machinery and equipment, upgrades to our Dayton, Tennessee
upholstered furniture manufacturing facility and improvements to select retail
stores. Additionally, cash used for acquisitions was $7.8 million, which
primarily included guaranteed payments related to the acquisition of Joybird,
and the acquisition of the assets of the Seattle, Washington business that
operated six independently owned La-Z-Boy Furniture Galleries® stores and one
warehouse.

Financing Activities

During the first six months of fiscal 2021, net cash used for financing
activities was $86.4 million, primarily due to $75.0 million in payments on our
revolving credit facility, $8.5 million in dividends paid to our joint venture
minority partners, resulting from the repatriation of dividends from our foreign
earnings that we no longer consider permanently reinvested, and $3.2 million
paid to our shareholders in quarterly dividends.
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Exchange Rate Changes



Due to changes in exchange rates, our cash, cash equivalents, and restricted
cash increased by $1.9 million from the end of fiscal year 2020 to the end of
the second quarter of fiscal 2021. These changes impacted our cash balances held
in Canada, Thailand, and the United Kingdom.

Other



During the second quarter of fiscal 2021, there were no material changes to the
information about our contractual obligations
and commitments shown in the table contained in our Annual Report on Form 10-K
for the fiscal year ended April 25, 2020.
We do not expect our continuing compliance with existing federal, state and
local statutes dealing with protection of the environment to have a material
effect on our capital expenditures, earnings, competitive position or liquidity.

Critical Accounting Policies



We disclosed our critical accounting policies in our Annual Report on Form 10-K
for the fiscal year ended April 25, 2020. There were no material changes to our
critical accounting policies during the six months ended October 24, 2020.

Recent Accounting Pronouncements

See Note 1, Basis of Presentation, to the condensed consolidated financial statements included in this Form 10-Q for a discussion of recently adopted accounting standards and other new accounting standards.

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