What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-06-23 compared with 2019-06-18 · 39 added, 62 removed, 85 unchanged (54% of the section changed)

1 unchanged sentence

Dividend Information

Although we expect to continue to pay quarterly dividends, the payment of future cash dividends is within the discretion of our board of directors and will

depend on our earnings, capital requirements and operating and financial condition, as well as excess availability under the credit agreement, among other factors.

On March 29, 2020, we announced our action plan in response to the COVID-19 pandemic and resulting economic uncertainties.

Included in that plan was the elimination of the June quarterly dividend to prioritize near-term financial flexibility.

Although we expect to continue to pay quarterly dividends in the future, the payment of future cash dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements and operating and financial condition, as well as excess availability under the credit agreement, among other factors.

Our common stock trades on the New York Stock Exchange under the trading symbol "LZB".

We had approximately 2,213 registered holders of record of La-Z-Boy's

common stock as of June 11, 2019.

(A substantially greater number of holders of La-Z-Boy common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers,

and other financial institutions.)

We had approximately 1,919 registered holders of record of La-Z-Boy's common stock as of June 16, 2020 .

A substantially greater number of holders of La-Z-Boy common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

Performance Graph

The graph below shows the cumulative total return for our last five fiscal years that would have been realized (assuming reinvestment of dividends) by an

investor who invested $100 on April 26, 2014, in our common shares, in the S&P 500 Composite Index, and in the Dow Jones U.S.

The graph below shows the cumulative total return for our last five fiscal years that would have been realized (assuming reinvestment of dividends) by an investor who invested $100 on April 25, 2015 , in our shares of common stock, in the S&P 500 Composite Index, and in the Dow Jones U.S.

Furnishings Index.

5 unchanged sentences

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our board of directors has authorized the purchase of company stock.

As of April 27, 2019, 5.9 million shares remained available for purchase

pursuant to this authorization.

Our board of directors has authorized the repurchase of the Company's common stock.

As of April 25, 2020 , 4.5 million shares remained available for purchase pursuant to this authorization.

We spent $43.4 million in fiscal 2020 to purchase 1.4 million shares.

During the fourth quarter of fiscal 2019, pursuant to the existing board

authorization, we adopted a plan to purchase company stock pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934.

The plan was effective April 1, 2019.

Under this plan, our

broker has the authority to purchase company shares on our behalf, subject to SEC regulations and the price, market volume and timing constraints specified in the plan.

The plan expires at the close

of business on July 26, 2019.

With the cash flows we anticipate generating in fiscal 2020, we expect to continue being opportunistic in purchasing company stock.

following table summarizes our purchases of company stock during the fourth quarter of fiscal 2019:

(Shares in thousands)

purchased (1)

Fiscal February (January 27 - March 2, 2019)

Effective March 16, 2020, to prioritize near-term financial flexibility in response to the impact of COVID-19, we temporarily halted share repurchases under the board’s prior authorization.

The following table summarizes our purchases of company stock during the fourth quarter of fiscal 2020 :

(Amounts in thousands, except per share data)

Total number of shares purchased (1)

Average price paid per share

Total number of shares purchased as part of publicly announced plan (2)

Maximum number of shares that may yet be purchased under the plan

Fiscal February (January 26 - February 29, 2020)

Fiscal March (March 1 - March 28, 2020)

1 unchanged sentence

Fiscal Fourth Quarter of 2020

addition to the 197,243 shares purchased during the quarter as part of our publicly announced director authorization described above, this column includes 913

shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares and performance based shares.

October 28, 1987, our board of directors announced the authorization of the plan to repurchase company stock.

The plan originally authorized

1.0 million shares, and since October 1987, 27.0 million shares were added to the plan for repurchase.

In addition to the 305,500 shares purchased during the quarter as part of our publicly announced director authorization described above, this column includes 1,146 shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares and performance-based shares.

On October 28, 1987, our board of directors announced the authorization of the plan to repurchase company stock.

The plan originally authorized 1.0 million shares, and since October 1987, 27.0 million shares were added to the plan for repurchase.

The authorization has no expiration date.

3 unchanged sentences

The following table presents our selected financial data.

The table should be read in conjunction with Item 7, Management's

Discussion and Analysis of Financial Condition and Results of Operations , and Item 8, Financial Statements and Supplementary

Data , of this Annual Report on Form 10-K.

This information is derived from our audited financial statements and should be read in conjunction with those statements,

including the related notes.

The table should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , and Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.

This information is derived from our audited financial statements and should be read in conjunction with those statements, including the related notes.

Consolidated Five-Year Summary of Financial Data

(Amounts in thousands)

Fiscal Year Ended

(Amounts in thousands)

Cost of sales

Selling, general and administrative expense

Goodwill impairment

Operating income

1 unchanged sentence

Interest income

Pension termination charge

Other expense

Income from continuing operations before income taxes

Pension termination refund (charge)

Other expense, net

Income before income taxes

Income tax expense

Income from continuing operations

Income from discontinued operations, net of tax

Net income attributable to noncontrolling interests

Net income attributable to La-Z-Boy Incorporated

Net income attributable to La-Z-Boy Incorporated:

Income from continuing operations attributable to La-Z-Boy Incorporated

Income from discontinued operations

Net income attributable to La-Z-Boy Incorporated

Consolidated Five-Year Summary of Financial Data (Continued)

(Amounts in thousands, except per share data)

Fiscal Year Ended

(Amounts in thousands, except per share data)

Basic weighted average shares

Basic net income attributable to La-Z-Boy Incorporated per share

Income from continuing operations attributable to La-Z-Boy Incorporated

Income from discontinued operations

Basic net income attributable to La-Z-Boy Incorporated per share

Diluted weighted average shares

Diluted net income attributable to La-Z-Boy Incorporated per share

Income from continuing operations attributable to La-Z-Boy Incorporated

Income from discontinued operations

Diluted net income attributable to La-Z-Boy Incorporated per share

Dividends declared per share

Book value of year-end shares outstanding (1)

to total La-Z-Boy Incorporated shareholders' equity divided by the number of outstanding shares on the last day of the fiscal year

Equal to total La-Z-Boy Incorporated shareholders' equity divided by the number of outstanding shares on the last day of the fiscal year.

Consolidated Five-Year Summary of Financial Data (Continued)

(Dollar amounts in thousands)

Fiscal Year Ended

(Dollars in thousands)

Return on average total equity (1)

15 unchanged sentences

Debt to capitalization ratio (5)

to income from continuing operations divided by average two year equity (2) Based

on income from continuing operations (3) Equal

to total current assets divided by total current liabilities (4) Equal

to total debt divided by total equity (5) Equal

to total debt divided by total debt plus total equity

Equal to income from continuing operations divided by average two year equity.

Based on income from continuing operations.

Equal to total current assets divided by total current liabilities.

Equal to total debt divided by total equity.

Equal to total debt divided by total debt plus total equity.

Unaudited Quarterly Financial Information Fiscal 2020

(Amounts in thousands, except per share data)

Fiscal Quarter Ended

(Amounts in thousands, except per share data)

Cost of sales

Selling, general and administrative expense

Goodwill impairment

Operating income

1 unchanged sentence

Interest income

Pension termination charge

Pension termination refund

Other income (expense), net

5 unchanged sentences

Diluted net income attributable to La-Z-Boy Incorporated per share

Dividends declared per share

Unaudited Quarterly Financial Information Fiscal 2019

(Amounts in thousands, except per share data)

Fiscal Quarter Ended

(Amounts in thousands, except per share data)

Cost of sales

3 unchanged sentences

Interest income

Pension termination charge

Other income (expense), net

5 unchanged sentences

Diluted net income attributable to La-Z-Boy Incorporated per share

Dividends declared per share

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity