CONN

Conn's, Inc.

We are a specialty retailer of home appliances and consumer electronics. We sell home appliances including refrigerators, freezers, washers, dryers, dishwashers and ranges, and a variety of consumer electronics including LCD, plasma and DLP televisions, camcorders, digital cameras, computers and computer accessories, Blu-ray and DVD players, video game equipment, portable audio, MP3 players, GPS devices and home theater products. We also sell home office equipment, lawn and garden equipment, mattresses and furniture and we continue to introduce additional product categories for the home and for consumer entertainment to help increase same store sales and to respond to our customers' product needs. We offer over 3,500 product items, or SKUs, at good-better-best price points representing such brands as General Electric, Whirlpool, Electrolux, Frigidaire, Friedrich, Maytag, LG, Mitsubishi, Samsung, Sony, Toshiba, Bose, Canon, JVC, Serta, Simmons, Spring Air, Ashley, Lane, Broyhill, Franklin, Hewlett Packard, Compaq, Poulan, Husqvarna and Toro. Based on revenue in 2007, as reported in Twice, This Week in Consumer Electronics, we were the 9th largest retailer of home appliances and the 41st largest retailer of consumer electronics in the United States.

We began as a small plumbing and heating business in 1890. We began selling home appliances to the retail market in 1937 through one store located in Beaumont, Texas. We opened our second store in 1959 and have since grown to 75 stores. We have been known for providing excellent customer service for over 118 years. We believe that our customer-focused business strategies make us an attractive alternative to appliance and electronics superstores, department stores and other national, regional and local retailers. We strive to provide our customers with: a high level of customer service; highly trained and knowledgeable sales personnel; a broad range of competitively priced, customer-driven, brand name products; flexible financing alternatives through our proprietary credit programs; next day delivery capabilities; andoutstanding product repair service.

We believe that these strategies drive repeat purchases and enable us to generate substantial brand name recognition and customer loyalty. During fiscal 2009, approximately 67% of our credit customers, based on the number of invoices written, were repeat customers.

In 1994, we realigned and added to our management team, enhanced our infrastructure and refined our operating strategy to position ourselves for future growth. From fiscal 1994 to fiscal 1999, we selectively grew our store base from 21 to 26 stores while improving operating margins from 5.2% to 8.7%. Since fiscal 1999, we have generated significant growth in our number of stores, revenue and profitability. Specifically: we have grown from 26 stores to 75 stores, an increase of over 188%, with plans to continue our store development in the future; total revenues have grown 280%, at a compounded annual rate of 14.3%, from $234.5 million in fiscal 1999, to $890.8 million in fiscal 2009; our operating margin has averaged 8.0% since fiscal 1999, including the impacts of the non-cash fair value decreases recorded during fiscal years 2008 and 2009; it was 4.8% for fiscal 2009; and our same store sales growth from fiscal 1999 through fiscal 2009 has averaged 7.5%; it was 2.0% for fiscal 2009.

Industry Overview

The home appliance and consumer electronics industry includes major home appliances, small appliances, home office equipment and software, LCD, plasma and DLP televisions, and audio, video and portable electronics. Sellers of home appliances and consumer electronics include large appliance and electronics superstores, national chains, small regional chains, single-store operators, appliance and consumer electronics departments of selected department and discount stores and home improvement centers.

Based on data published in Twice, a weekly magazine dedicated to the home appliances and consumer electronics industry in the United States, the top 100 major appliance retailers reported sales of approximately $23.8 billion in 2007, down approximately 0.5% from reported sales in 2006 of approximately $23.9 billion. The retail appliance market is large and concentrated among a few major
dealers. Sears has been the leader in the retail appliance market, with a market share of the top 100 retailers of approximately 35% in 2007 and 37% in 2006. Lowe's and Home Depot held the second and third place positions, respectively, in national market share in 2007. Based on revenue in 2007, we were the 9th largest retailer of home appliances in the United States.

In the home appliance market, many factors drive growth, including consumer confidence, economic conditions, household formations and new product introductions. Product design and innovation is rapidly becoming a key driver of growth in this market. Products recently introduced include high efficiency, front-loading laundry appliances and three door refrigerators, and variations on
these products, including new features. Additionally, product appearance, including new color options and stainless steel appliances, is stimulating consumer interest.

As measured by Twice, the top 100 consumer electronics retailers in the United States reported equipment and software sales of $124.9 billion in 2007, a 10.5% increase from the $113.1 billion reported in 2006. According to the Consumer Electronics Association, or CEA, total industry manufacturer sales of consumer electronics products in the world, are projected to exceed $700 billion by 2009, up 4.9% from $658 billion in 2008. The consumer electronics market is highly fragmented. We estimate, based on data provided in Twice, that the two largest consumer electronics superstore chains together accounted for
approximately 36% of the total electronics sales attributable to the 100 largest retailers in 2007. Based on revenue in 2007, we were the 41st largest retailer of consumer electronics in the United States. New entrants in both the home appliances and consumer electronics industries have been successful in gaining market share by offering similar product selections at lower prices.

Technological advancements and the introduction of new products have largely driven growth in the consumer electronics market. Recently, industry growth has been fueled primarily by the introduction of products that incorporate digital technology, such as high definition flat-panel and projection televisions, Blu-ray and traditional DVD players, digital cameras and camcorders, digital stereo receivers, satellite technology and MP3 products. Digital products offer significant advantages over their analog counterparts, including better clarity and quality of video and audio, durability of recording and compatibility with computers.

Due to these advantages, we believe that digital technology will continue to drive industry growth as consumers replace their analog products with digital products. We believe the following product advancements will continue to fuel growth in the consumer electronics industry
and that they offer us the potential for significant sales growth: Digital Television (DTV and High Definition TV). The Federal Communications Commission has set a date of June 12, 2009, for all commercial television stations to transition from broadcasting analog signals to digital signals. To view a digital transmission, consumers will need either a digital television or a set-top box converter capable of converting the digital broadcast for viewing on an analog set. According to the International CES, the world's largest consumer technology tradeshow, as the switch to digital television nears, sales of DTVs will approach 35 million in 2009, with DTV being the largest category within the Consumer Electronics market, representing 15 percent of total industry sales. We believe the high clarity digital flat-panel televisions in both LCD and plasma formats has increased the quality and sophistication of these entertainment products and will be a key driver of digital television growth as more digital and high definition content is made available either through traditional distribution methods or through emerging content delivery systems. As prices continue to drop on such products, they become increasingly attractive to larger and more diverse groups of consumers.

Digital Versatile Disc (DVD). According to the CDRinfo, an online publication dedicated to CD, DVD, and other related optical media technology, the DVD player has been the fastest growing consumer electronics product in history. First introduced in March 1997, DVD players are currently in 91% of U.S. homes. We believe newer technology, such as Blu-ray high definition DVD, and portable players will continue to drive consumer interest in this entertainment category. Twice projects in 2009, revenues of Blu-ray devices around $1.2 billion.