<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from to
Commission File Number 1-7845
LEGGETT & PLATT, INCORPORATED
(Exact name of Registrant as specified in its charter)
Missouri 44-0324630
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
No. 1 Leggett Road 64836
Carthage, Missouri (Zip code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (417) 358-8131
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
<S> <C>
Common Stock, $.01 par value New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
</TABLE>
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was approximately $3,452,820,000 on March 16, 2000.
There were 196,385,151 shares of the Registrant's common stock outstanding
as of March 16, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held May 3, 2000, are incorporated by reference
into Part III of this report.
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<PAGE>
PART I
Item 1. Business.
The Company is a manufacturer of a wide range of engineered products. It
was incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the development of steel
coil bedsprings. The Company today serves markets for:
. Residential Furnishings--components for bedding, furniture and other
furnishings, as well as related consumer products.
. Commercial Furnishings--retail store fixtures, displays, storage and
material handling systems and components for office and institutional
furnishings and other products.
. Aluminum Products--die castings, custom tooling and dies, machining,
coating and other value added processes and aluminum raw materials.
. Industrial Materials--drawn steel wire, specialty wire products and
welded steel tubing.
. Specialized Products--automotive seating suspension, lumbar support and
control cable systems, specialized machinery and manufacturing
equipment.
The term "Company," unless the context requires otherwise, refers to
Leggett & Platt, Incorporated and its majority owned subsidiaries.
General Development of Business. The Company acquired twenty-nine
businesses during the year ended December 31, 1999 representing annualized
sales of approximately $480 million. These acquired businesses expanded
annualized sales within our business segments as follows: Commercial
Furnishings--$250 million, Residential Furnishings--$190 million, Specialized
Products--$30 million, and Industrial Materials--$10 million.
Reference is also made to Note B of the Notes to Consolidated Financial
Statements for further information about the Company's acquisitions.
Residential Furnishings. The Company's residential furnishings products
include a broad line of components used by manufacturers to make finished
bedding and residential furniture products. Examples of residential
furnishings components manufactured by the Company include (i) innerspring
units for mattresses, and wood frames, coils and modules for boxsprings; (ii)
foam, textile and fiber cushioning materials, woven and non-woven construction
fabrics for bedding, home furnishings and industrial applications; (iii)
springs and seating suspensions for chairs, sofas and other residential
furniture; (iv) steel mechanisms and hardware for reclining chairs, sleeper
sofas and other types of motion furniture; and (v) other furniture supplies
and cut-to-size dimension lumber.
The Company also manufactures or distributes finished residential
furnishings. These finished products include bed frames, daybeds, bunk beds,
headboards, adjustable electric beds, fashion beds, carpet underlay and non-
slip coated fabrics.
Most of the Company's customers for residential furnishings manufacture
finished bedding (mattresses and boxsprings) or upholstered and non-
upholstered furniture for residential use. Finished residential furnishings
are sold to bedding and furniture manufacturers for resale, or directly to
retailers and distributors.
The Company's diverse range of components gives its residential furnishings
manufacturer-customers access to a single source for most of their component
needs. For example, a manufacturer of bedding can come to the Company for
almost every component part of a mattress and boxspring, except the outer
upholstery fabric. This same principle holds true for manufacturers of other
residential furnishings such as upholstered recliner chairs, sofas and
loveseats. Because the Company has the advantage of long production runs and
numerous production and assembly locations, it can generally produce component
products more efficiently than its customers. Therefore, components customers
can focus on the design, style and marketing of their various residential
furnishings products, rather than the production of components.
1
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Commercial Furnishings. The Company manufactures a variety of commercial
furnishings products, including both finished products and components.
Finished commercial furnishings include point-of-purchase displays, store
fixtures and shelving, racking, counters and carts used to store and handle
materials. Point-of-purchase displays and store fixtures, made of wood, metal,
wire and plastics, are used by a wide range of customers, including
manufacturers, distributors and retailers of branded consumer products. The
Company has the ability to provide custom designed full store fixture packages
as well as standardized shelving used by large retailers, grocery stores,
discount chains and the like. Commercial storage products provide for the
efficient storage, organization and handling of materials used in food
service, health care and other applications. Customers for these storage
products include restaurants, hospitals, and many other diverse businesses.
Commercial furnishings components include chair controls (devices which
allow office chairs to be adjusted to height, tilt and swivel), chair bases,
columns, backrests, casters and other components used by customers that
manufacture office, institutional and other commercial furnishings. The
Company also produces plastic components for customers that make lawn mowers,
power tools, wheel chairs and other consumer or commercial products.
Aluminum Products. The Company die casts aluminum components for use in a
number of different industries primarily for non-automotive applications. Some
zinc die castings are also produced.
The Company's die casting products are sold to a diverse group of customers
that manufacture industrial and consumer products. The Company's customers use
these components in their production of gas barbecue grills, outdoor lighting
fixtures, cable line amplifiers, wireless communications systems and other
cable and telecommunication products, computer and electronics products,
electric motors, consumer appliances, power tools, small to mid-size gasoline
engines, mid-to-large size diesel engines, motorcycles, snowmobiles, ATVs,
trucks and automobiles.
The Company also manufactures and refurbishes dies (also known as molds or
tools) for all types and sizes of die casting machines. These complementary
products are sold to customers that buy the Company's die castings and to
others. The Company also provides extensive secondary machinery, coating, sub-
assembly and other value-added services.
In addition, the Company operates two aluminum smelting plants where
aluminum ingot and other forms of raw materials are produced from aluminum
scrap. This aluminum is used by the Company's die casting operations and sold
to unaffiliated customers.
Industrial Materials. The Company produces drawn steel wire and steel
tubing as well as specialty wire products. Drawn wire and tubing are important
raw materials used widely in manufacturing the Company's products. For
example, wire is used to make bedding and furniture components, commercial
furnishings, automotive seating components and other products.
Steel tubing is used in many of the same types of products, including
furniture mechanisms, store fixtures, displays, shelving and storage products
and finished residential furnishings.
In addition to supplying the Company's needs for important materials, the
Company sells drawn wire and tubing products to a diverse group of industrial
customers such as manufacturers of lawn and garden equipment, recreational
equipment, mechanical springs, automotive seating and other products.
2
<PAGE>
Specialty wire products using wire drawn by the Company include wire ties
that secure cotton bales and solid waste materials. Customers for these
products include cotton gins, textile companies, recyclers and waste removal
businesses. The Company also manufactures and sells tying heads of various
types which customers use to tie wire.
Specialized Products. Two smaller business units are engaged in
manufacturing specialized products. One concentrates on manufacturing
components primarily for automotive applications. The other business unit
designs, builds and sells specialized machinery and equipment. In the
automotive area the Company manufactures seating suspension, lumbar support
and control cable systems. Subcontractors to automobile manufacturers as well
as the manufacturers themselves are the primary customers for the Company's
automotive products. In the machinery area the Company manufactures highly
automated quilting machines for fabrics used to cover mattresses and other
home furnishings, coilers used to fabricate springs of various types,
industrial sewing machines and other equipment designed primarily for the
assembly of bedding, including material handling systems and other products
for factory automation. While manufacturers of bedding are the primary
customers for the Company's machinery, the Company also designs and produces
some of these specialized products for its own use.
The Company's products are sold and distributed primarily through its own
sales personnel.
Reference is made to Note J of the Notes to Consolidated Financial
Statements for further information concerning sales of each of the Company's
business segments.
Foreign Operations. Foreign sales are a small portion of the Company's
business. However, the Company is growing foreign sales by cautious and
carefully planned expansion in foreign locations where opportunities to
complement existing operations present themselves. In 1999, the Company added
facilities in Australia, Brazil, China, Italy, Mexico, Spain and the United
Kingdom.
The majority of the Company's international operations are in Canada and
primarily manufacture commercial furnishings and components for the Company's
residential furnishings customers. The Company's other international
operations are primarily located in Europe and Mexico and involve (i) the sale
of machinery and equipment designed to manufacture innersprings and other
bedding related components, (ii) the licensing of patents owned and presently
maintained by the Company in foreign countries, (iii) aluminum die casting,
and (iv) the production of seating components, bedding components and cable
systems.
Reference is made to Note J of the Notes to Consolidated Financial
Statements for further information concerning the Company's operations outside
of the United States.
Raw Materials. The Company uses a variety of raw materials in manufacturing
its products. Some of the Company's most important raw materials include steel
rod from which steel wire is drawn, woven and nonwoven fabrics, aluminum
ingot, aluminum scrap, angle iron, coil and sheet steel, dimension lumber,
textile scrap, foam chemicals, foam scrap, and plastic. Substantially all of
the Company's requirements for steel wire, an important material in many of
the Company's products are supplied by Company-owned wire drawing mills.
Examples of products produced using steel wire include residential furnishings
such as innersprings and box springs, commercial furnishings such as displays,
shelving and racks and automotive seating systems. The Company also produces,
at various locations, for its own consumption and for sale to customers not
affiliated with the Company, welded steel tubing, textile fibers, dimension
lumber and aluminum ingot from scrap aluminum. Numerous supply sources for the
raw materials used by the Company are available. The Company did not
experience any significant shortages of raw materials during the past year.
Patents and Trademarks. The Company holds numerous patents concerning its
various product lines. No single patent or group of patents is material to the
Company's business as a whole. Examples of the Company's more significant
trademarks include SEMI-FLEX(TM), LOK-Fast(TM) and DYNA-Lock(TM) (boxspring
components and foundations); Mira-Coil(R) and Lura-Flex(TM) (mattress
innersprings); Nova-Bond(R) and Flexnet(TM) (insulators for mattresses);
ADJUSTA-MAGIC(R) (adjustable electric beds); Wallhugger(R) and Hi-Style(TM)
(recliner chairs); SUPER SAGLESS(R) (motion and sofa sleeper mechanisms) and
No-Sag(R) (sinuous wire).
3
<PAGE>
Research and Development. The Company maintains research, engineering and
testing centers at Carthage, Missouri, and also does research and development
work at several of its other facilities. The Company is unable to precisely
calculate the cost of research and development because the personnel involved
in product and machinery development also spend portions of their time in
other areas. However, the Company believes the cost of research and
development was approximately $17 million in 1999, $12 million in 1998 and $10
million in 1997.
Employees. The Company has approximately 31,000 employees of whom
approximately 24,000 are engaged in production. Approximately 32% of the
Company's production employees are represented by labor unions. The Company
did not experience any material work stoppage related to the negotiation of
contracts with labor unions during 1999. Management is not aware of any
circumstances which are likely to result in a material work stoppage related
to the negotiations of any contracts expiring during 2000.
Competition. There are many companies offering products which compete with
those manufactured and sold by the Company. The markets for the Company's
products are highly competitive in all aspects. Given the diverse range of
components and other products produced by the Company, the number of the
companies competing with respect to any class or type of product varies over
the Company's product range. There are also a number of maker-users
(vertically integrated manufacturers) of many of the products the Company
manufactures. The primary competitive factors in the Company's business
include price, product quality and customer service.
To the best of the Company's knowledge, it is the largest supplier in the
United States of a diverse range of components to the residential furnishings
industry.
Seasonality. The Company's business is not significantly seasonal. For
further information, see the discussion of "Seasonality" in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, beginning on page 9.
Backlog. The Company's relationship with its customers and its
manufacturing and inventory practices do not provide for the traditional
backlog associated with some manufacturing entities and no backlog data is
regularly prepared or used by management.
Government Regulation. The Company's various operations are subject to
federal, state, and local laws and regulations related to the protection of
the environment, worker safety, and other matters. Environmental regulations
include those relating to air and water emissions, underground storage tanks,
waste handling, and the like. While the Company cannot forecast policies that
may be adopted by various regulatory agencies, management believes that
compliance with these various laws and regulations will not have a material
adverse effect on the consolidated financial condition or results of
operations of the Company.
Item 2. Properties.
The Company's most important physical properties are its manufacturing
plants. Facilities manufacturing, assembling or distributing residential
furnishings products are located in approximately thirty states as well as
Canada, Europe, Asia, Australia, Brazil and Mexico. Commercial furnishings
manufacturing plants and distribution facilities are located in fifteen
states, Canada, Mexico and the United Kingdom. The Aluminum Products segment
has die casting facilities in nine states and Mexico, die and tooling
production facilities in Alabama, Minnesota and Missouri and smelting
operations in Alabama. Industrial Materials are produced at six wire drawing
mills and three welded steel tubing mills and industrial materials are sold
from locations in twelve states, Canada and the United Kingdom. Automotive
products and machinery are produced in facilities in the United States,
Canada, Mexico and Europe.
Most of the Company's major manufacturing plants are owned by the Company.
The Company also conducts certain operations in leased premises. Terms of the
leases, including purchase options, renewals and maintenance costs, vary by
lease. For additional information regarding lease obligations, reference is
made to Note F of the Notes to Consolidated Financial Statements.
Properties of the Company include facilities which, in the opinion of
management, are suitable and adequate for the manufacture, assembly and
distribution of its products. These properties are located to allow quick and
efficient deliveries and necessary service to the Company's diverse customer
base.
4
<PAGE>
Item 3. Legal Proceedings.
The Company is a defendant in various workers' compensation, product
liability, vehicle accident, employment, intellectual property, labor
practices and other claims and legal proceedings, the resolution of which
management believes will not have a material adverse effect on the
consolidated financial condition or results of operations of the Company in
the ordinary course of business.
The Company is party to a small number of proceedings in which a
governmental authority is a party and which involve laws regulating the
discharge of materials into the environment. These proceedings deal primarily
with waste disposal site remediation. Management believes that potential
monetary sanctions, if imposed in any or all of these proceedings, or any
capital expenditures or operating expenses attributable to these proceedings,
will not have a material adverse effect on the consolidated financial
condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
PART II
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters.
STOCK MARKET AND OWNERSHIP DATA
The Company's common stock is listed on the New York and Pacific stock
exchanges with the trading symbol LEG. The table below highlights quarterly
and annual stock market information for the last two years.
<TABLE>
<CAPTION>
Price Range Volume of
--------------- Shares Dividend
High Low Traded Declared
------- ------- ----------- --------
<S> <C> <C> <C> <C>
1999:
Fourth Quarter........................... $24.188 $18.625 40,107,000 $ .09
Third Quarter............................ 28.000 19.438 19,910,000 .09
Second Quarter........................... 28.313 19.438 21,907,600 .09
First Quarter............................ 22.688 19.063 26,443,700 .09
For the Year............................. $28.313 $18.625 108,368,300 $ .36
1998:
Fourth Quarter........................... $25.125 $16.875 16,458,000 $ .08
Third Quarter............................ 28.750 19.063 14,293,900 .08
Second Quarter........................... 28.344 24.688 20,038,900 .08
First Quarter............................ 27.938 20.438 20,547,400 .075
For the Year............................. $28.750 $16.875 71,338,200 $.315
</TABLE>
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Price and volume data reflect composite transactions and prices as reported
daily by The Wall Street Journal.
The Company had 15,426 shareholders of record on February 25, 2000.
During the fourth quarter of 1999, the Company issued 260,322 shares of its
common stock in transactions which qualified for exemption from registration
under the Securities Act by virtue of Regulation D and Section 4(2) of the
Securities Act. On October 22, 1999, 198,477 shares were issued to acquire Ark
Ell Springs, Inc. from its shareholders. On November 22, 1999, 61,845 shares
were issued as additional consideration in connection with the January 1998
acquisition of Cumulus Fibres, Inc. from its shareholders.
5
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Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(Unaudited)
(Dollar amounts in millions, except per
share data)
<S> <C> <C> <C> <C> <C>
Summary of Operations
Net sales....................... $3,779.0 $3,370.4 $2,909.2 $2,466.2 $2,256.9
Earnings from continuing
operations..................... 290.5 248.0 208.3 153.0 134.3
Earnings per share from
continuing operations
Basic......................... 1.46 1.25 1.09 .84 .76
Diluted....................... 1.45 1.24 1.08 .83 .75
Cash dividends declared per
share.......................... .36 .315 .27 .23 .19
======== ======== ======== ======== ========
Summary of Financial Position
Total assets.................... $2,977.5 $2,535.3 $2,106.3 $1,712.9 $1,478.1
Long-term debt.................. 787.4 574.1 466.2 388.5 380.6
======== ======== ======== ======== ========
</TABLE>
Merger related costs of $16.4 after-tax, or $.09 per basic and diluted
share are included in 1996 earnings from continuing operations.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Capital Resources and Liquidity
The Company's financial position reflects management's capital policy
guidelines. These guidelines are intended to ensure that corporate liquidity
is adequate to support the Company's projected growth rate. Also, liquidity is
necessary to finance the Company's ongoing operations in periods of economic
downturn. In a normal operating environment, management intends to direct
capital to ongoing operations, strategic acquisitions and other investments
that provide opportunities for expansion and enhanced profitability.
The expansion of capital resources--debt and equity--is planned to allow
the Company to take advantage of favorable capital market conditions, rather
than respond to short-term needs. Such financial flexibility is considered
more important than short-term maximization of earnings per share through
excessive leverage. Therefore, management continuously provides for available
credit in excess of near-term projected cash needs and has maintained a
guideline for long-term debt as a percentage of total capitalization in a
range of 30% to 40%.
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Total Capitalization
The following table shows the Company's total capitalization at the end of
the three most recent years. Also, the table shows the amount of unused
committed credit available through the Company's revolving bank credit
agreements and the amount of cash and cash equivalents at the end of the three
most recent years.
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(Dollar amounts in
millions)
<S> <C> <C> <C>
Long-term debt outstanding:
Scheduled maturities............................ $ 642.7 $ 574.1 $ 402.9
Average interest rates........................ 6.7% 6.6% 6.8%
Average maturities in years................... 5.5 6.2 6.6
Revolving credit/commercial paper............... 144.7 -- 63.3
-------- -------- --------
Total long-term debt........................ 787.4 574.1 466.2
Deferred income taxes and other liabilities....... 112.4 123.0 93.6
Shareholders' equity.............................. 1,646.2 1,436.8 1,174.0
-------- -------- --------
Total capitalization........................ $2,546.0 $2,133.9 $1,733.8
======== ======== ========
Unused committed credit........................... $ 52.8 $ 300.0 $ 176.7
======== ======== ========
Cash and cash equivalents......................... $ 20.6 $ 83.5 $ 7.7
======== ======== ========
</TABLE>
Cash provided by operating activities was $370.8 million, $354.9 million
and $288.3 million for 1999, 1998 and 1997, respectively, or a three year
total of $1,014.0 million. The increase in cash provided by operating
activities principally reflects earnings improvements, offset somewhat by
higher working capital requirements.
Long-term debt outstanding was 30.9% of total capitalization at the end of
1999 and 26.9% at the end of both 1998 and 1997. As shown in the table above,
obligations having scheduled maturities are the base "layer" of the Company's
debt capital. At the end of 1999, these obligations consisted primarily of the
Company's privately placed medium-term notes and tax-exempt industrial
development bonds. In the second and third quarters of 1999, the Company
issued a total of $104 million in medium-term notes. Proceeds from the notes
were used to repay maturing notes and for acquisitions. In November 1999, the
Company completed a $500 million shelf registration of debt, the proceeds of
which will be used for working capital additions, capital expenditures, stock
redemption, debt repayment or financing for acquisitions. In February 2000,
$350 million of 7.65% five-year notes were issued under the shelf
registration. These notes were converted to variable rate notes under an
interest rate swap agreement.
In the first and second quarters of 1998, the Company issued a total of
$176 million in medium-term notes. Proceeds from the notes were used to repay
commercial paper outstanding and to provide financing for acquisitions. A
portion of the proceeds were temporarily held in cash and cash equivalents at
December 31, 1998. In the second quarter of 1997, the Company issued $100
million of medium-term notes to repay commercial paper outstanding.
The second "layer" of the Company's debt capital consists of revolving bank
credit agreements and commercial paper issuances. Management has negotiated
bank credit agreements and established a commercial paper program to
continuously support the Company's projected growth and to maintain highly
flexible sources of debt capital. The majority of the credit under these
arrangements is a long-term obligation. If needed, however, the credit is
available for short-term borrowings and repayments. The long-term portion of
the Company's revolving credit agreements was $197.5 million at December 31,
1999, and was increased to $227.5 million in January 2000. At the end of 1999,
the Company had $144.7 million of commercial paper outstanding. Additional
details of long-term debt, including scheduled maturities, revolving credit
and commercial paper are discussed in Note E of the Notes to Consolidated
Financial Statements.
7
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Uses of Capital Resources
The Company's internal investments to modernize and expand manufacturing
capacity totaled $426.1 million in the last three years. In 2000, management
anticipates internal investments will approximate $170 million. During the
last three years, the Company employed $578.8 million in cash (net of cash
acquired) and issued 6.1 million shares of common stock in acquisitions.
During 1999, twenty-nine businesses were acquired for $290.1 million in cash
(net of cash acquired) and 1.2 million shares of common stock. In addition,
the Company assumed $54.2 of acquisition companies' debt. About one-half of
the 1999 acquisition investments (cash and stock) were made in Commercial
Furnishings and about 40% were made in Residential Furnishings. Additional
details of acquisitions are discussed in Note B of the Notes to Consolidated
Financial Statements. Additions, by segment, to property, plant and equipment
and purchases of long-lived assets are shown in Note J of the Notes to
Consolidated Financial Statements.
Company purchases of its common stock totaled $81.5 million in 1999, $13.5
million in 1998, and $5.7 million in 1997. These purchases were made primarily
for employee stock plans, to replace shares issued in purchase acquisitions
and to satisfy contractual obligations. In mid-1998, the Company's Board of
Directors authorized management, at its discretion, to buy up to 500,000
shares of Leggett stock for use in employee benefit plans. The authorization
is continuously replenished as shares acquired are reissued for these benefit
plans. In addition, management is authorized, again at its discretion, to
repurchase any shares issued in acquisitions accounted for as purchases. In
February 2000, the Board of Directors increased this authorization to
2,000,000 shares.
Cash dividends on the Company's common stock in the last three years
totaled $177.0 million. Over this three-year period, cash dividends per share
have increased at a 16.1% compounded annual rate. As a percent of earnings per
share (diluted), cash dividends per share were 24.8% in 1999, 25.4% in 1998
and 25.0% in 1997.
Future commitments under lease obligations are described in Note F and
contingencies are discussed in Note K of the Notes to Consolidated Financial
Statements.
Short-term Liquidity
Working capital, including working capital from acquired companies,
increased $354.2 million in the last three years. To gain additional
flexibility in capital management and to improve the return on shareholders'
equity, the Company continuously seeks efficient use of working capital. The
following table shows the annual turnover on average year-end working capital,
trade receivables and inventories. Inventory levels at the end of 1999 reflect
an unusual amount of purchases made in anticipation of higher prices for
certain key raw materials. Also, the ratios may be affected by the timing of
the Company's acquisitions.
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Working capital turnover (excluding cash and cash
equivalents).......................................... 5.2x 5.5x 5.6x
Trade receivables turnover............................. 7.3 7.2 7.5
Inventory turnover..................................... 5.1 5.4 5.4
</TABLE>
No segment's working capital requirements vary significantly from the
consolidated ratios, except Aluminum Products. Aluminum Products' receivables
turnover is lower than the other segments due principally to the seasonal
nature of its gas barbecue grill business. Also, aluminum commitments to
certain customers result in carrying higher levels of inventory than the
Company's other segments.
Results of Operations
Discussion of Consolidated Results
The results of operations during the last three years reflect various
elements of the Company's long-term growth strategy, along with general
economic trends and the specific market conditions. The Company's growth
8
<PAGE>
strategy continues to include internal initiatives and acquisitions which
provide for increased market penetration and operating efficiencies and
broaden product lines. With a continuing emphasis on the development of new
and improved products and advancements in production technologies, the Company
is able to consistently offer high quality products, competitively priced.
Trends in the general economy were very favorable during the last three
years. In each year, acquisitions accounted for more of the Company's sales
growth than other factors. The balance of the Company's sales growth during
this period primarily reflected increases in unit volumes, although 1999 was
also impacted by lower selling prices for certain products. Aluminum and
certain product lines in Residential Furnishings and Industrial Materials
experienced selling price declines in 1999. Residential Furnishings accounted
for 41.4% of the 1999 increase in consolidated sales, and Commercial
Furnishings accounted for 37.9% of the 1999 increase. In 1998, Residential
Furnishings accounted for 39.7% of the consolidated sales increase over 1997
and Commercial Furnishings accounted for 34.4% of the increase.
The following table shows various measures of earnings as a percentage of
sales for the last three years. It also shows the effective income tax rate
and the ratio of earnings to fixed charges.
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Gross profit margin..................................... 27.0% 25.9% 25.4%
EBIT (Earnings before interest and taxes) margin........ 13.3 12.7 12.5
Net profit margin....................................... 7.7 7.4 7.2
Effective income tax rate............................... 37.2 37.3 37.5
Ratio of earnings to fixed charges...................... 9.8x 9.6x 9.6x
</TABLE>
The Company's gross profit margins improved in each of the last two years.
The increase in 1999 reflected several favorable factors. These included
continued increases in production efficiencies, increased sales of products
with above average margins, lower material costs and better manufacturing
overhead absorption. The EBIT margin also increased due to these factors,
offset somewhat by higher operating costs as a percentage of sales. The higher
operating expenses as a percentage of sales, which include some amount of
fixed administrative and other costs, was impacted by the effect on sales of
lower selling prices in certain product lines and higher operating costs in
acquired companies as a percentage of sales. The increase in the 1998 gross
profit and EBIT margins versus 1997 also reflected the Company's continuing
sales growth in products with above average margins, increased production
efficiencies, lower material costs and better manufacturing overhead
absorption.
Seasonality
The percent of consolidated net sales by quarter, excluding the impact of
acquisitions, is as follows for the last three years:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
First Quarter........................................ 23.9% 23.6% 23.6%
Second Quarter....................................... 25.6 25.1 25.1
Third Quarter........................................ 25.7 25.9 25.5
Fourth Quarter....................................... 24.8 25.4 25.8
----- ----- -----
Year................................................. 100.0% 100.0% 100.0%
===== ===== =====
</TABLE>
The Company does not experience significant seasonality, however, as
indicated in the above table, quarter-to-quarter sales can vary in proportion
to the total year by 1-2%. Management estimates that this 1-2% sales impact
can have, at current average net margins and considering overhead absorption,
an approximately 5-10% plus or minus impact on quarter-to-quarter net
earnings. The timing of acquisitions in any year can distort the underlying
seasonality in certain of the Company's businesses. For the Company's
businesses in total, the second and third quarters have proportionately
greater sales, while the first and fourth quarters are lower. Over the last
9
<PAGE>
three years, this small seasonality has become somewhat more pronounced, with
the fourth quarter showing proportionately lower sales due to the growth of
the store fixtures business of Commercial Furnishings.
Residential Furnishings and Commercial Furnishings typically have their
strongest sales in the second and third calendar quarters. Commercial
Furnishings particularly has heavy third quarter sales of its store fixtures
products, with the first and fourth quarters significantly lower. Aluminum
Products sales are proportionately greater in the first two calendar quarters
due to gas barbecue grill castings. Industrial Materials sales peak in the
third and fourth quarters from wire products used for baling cotton.
Specialized Products has relatively little quarter-to-quarter variation in
sales, although the automotive business is somewhat heavier in the first two
quarters of the year, and somewhat lower in the third quarter, due to model
changeovers and plant shutdowns in the automobile industry during the summer.
Discussion of Segment Results
A description of the products included in each segment, segment sales,
segment earnings before interest and taxes (EBIT) and other segment data
appear in Note J of the Notes to Consolidated Financial Statements. Following
is a comparison of EBIT margins (Segment EBIT divided by Total Segment Sales):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Residential Furnishings................................. 11.2% 11.1% 10.7%
Commercial Furnishings.................................. 16.2 17.8 18.4
Aluminum Products....................................... 9.6 6.3 9.7
Industrial Materials.................................... 14.5 11.2 9.9
Specialized Products.................................... 12.1 11.6 11.5
</TABLE>
Residential Furnishings sales increased 9.6% in 1999, principally from
acquisitions, although volume growth was also a significant factor. The growth
in sales was negatively impacted by declining selling prices in certain
product lines. EBIT increased 10.8% in 1999 versus 1998, and EBIT margin
increased slightly as higher volume improved operating efficiencies and raw
material costs were lower. For 1998, Residential Furnishings sales were up
11.6% due primarily to acquisitions. EBIT improved in 1998 by 15.9%, and EBIT
margin improved slightly. Operating efficiencies and lower raw material costs
improved EBIT margins.
Commercial Furnishings sales in 1999 increased 25.0% over the prior year
due primarily to acquisition activity. EBIT improved 14.2% in 1999, but EBIT
margin declined due to product mix, lower volume in certain product lines and
the fact that the Company has not yet fully realized the integration benefits
of the substantial acquisition activity in this segment. In 1998, Commercial
Furnishings sales improved 34.5%, principally from significant acquisition
activity. EBIT in 1998 was 30.2% higher than 1997, but EBIT margin declined
somewhat. Product mix and integration issues related to new acquisitions
impacted EBIT margin.
In 1999, Aluminum Product sales increased 5.9%, principally from improved
operations. This improvement was moderated by declining aluminum prices. EBIT
increased 61.3% and EBIT margin improved from gains in operating efficiency
and a shift to higher margin products at certain die cast facilities. Aluminum
Products sales in 1998 improved 12.8% over 1997, primarily as a result of
acquisitions. EBIT declined 26.9% and EBIT margin was reduced as the impact of
acquisitions was more than offset by a major die cast customer's restructuring
and inventory reduction activities, reduced smelting production as a result of
low scrap prices, and production inefficiencies in certain die cast
facilities.
In 1999, Industrial Materials sales were 4.7% higher than 1998, principally
reflecting acquisition-related sales. The sales improvement was lower than
unit volume gains as selling prices declined for drawn wire. EBIT improved
35.1% in 1999 and EBIT margin was better reflecting lower raw material prices
and improved operating efficiencies. Industrial Materials sales in 1998
increased 5.3% over 1997, primarily from acquisitions. EBIT improved 19.3% in
1998, and EBIT margins were higher due to production efficiencies, better
overhead absorption and lower raw material prices.
10
<PAGE>
Specialized Products sales increased 14.3% in 1999 due primarily to
acquisitions. EBIT improved 19.2%, reflecting acquisition growth and higher
automotive sales. EBIT margin was up somewhat from improved efficiencies and
acquisitions. In 1998, Specialized Products sales increased 33.3% reflecting
acquisitions. EBIT grew 35.5% in 1998 versus 1997 reflecting the acquisitions
and improved machinery operations.
New Financial Accounting Standards Board Statements
During 1998, the Financial Accounting Standards Board (FASB) issued a new
accounting standard on "Accounting for Derivative Instruments and Hedging
Activities" (FASB No. 133). This new accounting standard will become effective
for 2001 financial reporting. FASB No. 133 is not expected to have a major
effect on the Company's financial statements since the Company has not engaged
in significant hedging or other activities involving derivative instruments in
the past.
Year 2000 Disclosure
The "Year 2000" issue refers to older computer programs that used only two
digits to represent the year, rather than four digits. As a result, these
older computer programs may not process information or otherwise function
properly when using the year "2000", since that year will be indistinguishable
from the year "1900". These computer programs are found in information
processing applications and in timing devices for certain machinery and
equipment.
To monitor Year 2000 issues, the Company implemented a Corporate level Year
2000 Steering Committee (the Steering Committee). The Steering Committee met
regularly to review the Company's progress, and to consider other actions that
may be necessary for Year 2000 issues.
The Company recognized the Year 2000 issue several years ago, and had been
working since to correct this problem in its computer systems and
manufacturing equipment. As a result of these multi-year efforts, the Company
experienced no disruption of its operations following the Year 2000
"rollover". None of the Company's major customers or suppliers reported
experiencing any significant problems with Year 2000 issues.
Since the Company has been working on Year 2000 issues for several years,
the costs of mitigating these issues, which costs have not been material in
the past, were expensed in ongoing operations. No material costs are expected
from any remaining efforts. Costs of all the Company's system conversion and
implementation efforts, which include those efforts related to the Year 2000
issue, were less than $6 million in 1999. These system conversion and
implementation costs are considered by management to be primarily recurring
costs to remain technologically competitive, and no significant reduction is
expected in these costs in the future as the Company pursues "E-commerce" and
other initiatives. It is not practical to segregate past or anticipated
capital expenditures between Year 2000 compliance and expenditures which occur
normally to keep operations technologically competitive. However, management
believes that capital requirements related to Year 2000 compliance issues were
not significant to its operations.
Forward-Looking Statements
This report and other public reports or statements made from time to time
by the Company or its management may contain "forward-looking" statements
concerning possible future events, objectives, strategies, trends or results.
Such statements are identified either by the context in which they appear or
by use of words such as "anticipate," "believe," "estimate," "expect," or the
like.
Readers are cautioned that any forward-looking statement reflects only the
beliefs of the Company or its management at the time the statement is made. In
addition, readers should keep in mind that, because all forward-looking
statements deal with the future, they are subject to risks, uncertainties and
developments which might cause actual events or results to differ materially
from those envisioned or reflected in any forward-looking statement. Moreover,
the Company does not have and does not undertake any duty to update any
forward-looking
11
<PAGE>
statement to reflect events or circumstances after the date on which the
statement was made. For all of these reasons, forward-looking statements
should not be relied upon as a prediction of actual future events, objectives,
strategies, trends or results.
It is not possible to anticipate and list all of the risks, uncertainties
and developments which may affect the future operations or performance of the
Company, or which otherwise may cause actual events or results to differ from
forward-looking statements. However, some of these risks and uncertainties
include the following: general economic and market conditions and risks, such
as the rate of economic growth in the United States, inflation, government
regulation, interest rates, taxation, and the like; risks and uncertainties
which could affect industries or markets in which the Company participates,
such as growth rates and opportunities in those industries, or changes in
demand for certain products, etc.; and factors which could impact costs,
including but not limited to the availability and pricing of raw materials,
the availability of labor and wage rates, and fuel and energy costs.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
(Unaudited)
(Dollar amounts in millions)
Interest Rate
The table below provides information about the Company's debt obligations
sensitive to changes in interest rates. The Company has no other significant
financial instruments sensitive to changes in interest rates. The Company has
not typically in the past used derivative financial instruments to hedge its
exposure to interest rate changes. However, during 1999, $14 of fixed rate
debt was issued and converted to variable rate debt by the use of an interest
rate swap agreement, and is included as variable rate debt in the table below.
Substantially all of the debt shown in the table below is denominated in
United States dollars (U.S.$). The fair value of fixed rate debt was less than
its carrying value by $11.2 at December 31, 1999, and exceeded its carrying
value by $23 at December 31, 1998. The Fair Value of the Fixed Rate Debt was
calculated using the U.S. Treasury Bond rate as of December 31, 1999 and 1998
for similar remaining maturities, plus an estimated "spread" over such
Treasury securities representing the Company's interest costs under its
medium-term note program. The fair value of variable rate debt is not
significantly different from its recorded amount.
<TABLE>
<CAPTION>
Scheduled Maturity Date
-----------------------------------------------
Long-term debt as of
December 31 2000 2001 2002 2003 2004 Thereafter 1999 1998
- -------------------- ----- ----- ----- ------ ------ ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal fixed rate
debt................... $15.0* $50.0 $75.0 $114.5 $100.0 $216.7 $571.2 $516.2
Average interest rate. 5.65% 7.22% 7.18% 6.27% 6.98% 6.71% 6.75% 6.71%
Principal variable rate
debt................... -- 4.0 2.9 1.8 158.7 26.0 193.4 33.7
Average interest rate. -- 5.40% 5.35% 5.50% 5.92% 5.55% 5.85% 4.36%
Miscellaneous debt...... 26.6 29.4
------ ------
Total debt.......... 791.2 579.3
Less: current
maturities*.......... (3.8) (5.2)
------ ------
Total long-term
debt............... $787.4 $574.1
====== ======
</TABLE>
- --------
*The 2000 scheduled maturity is not included in current maturities, as the
Company intends to refinance this note on a long-term basis either through
reissuance or unused credit available under its revolving credit
agreements.
Exchange Rate
The Company has not typically hedged foreign currency exposures related to
transactions denominated in other than its functional currencies, although
such transactions have not been material in the past. The Company
12
<PAGE>
may occasionally hedge firm commitments for certain machinery purchases, other
fixed expenses or amounts due in foreign currencies related to its acquisition
program. The decision by management to hedge any transaction is made on a
case-by-case basis. The amount of forward contracts outstanding at December
31, 1999 was approximately $6.5 ($0.4 Pay U.S. $/Receive Mexican Pesos and
$6.1 Pay U.S. $/Receive Spanish Pesetas). The highest amount of forward
contracts during 1999 was approximately $15.4 (Pay U.S. $/Receive British
Pounds).
The Company views its investment in foreign subsidiaries as a long-term
commitment, and does not hedge any translation exposures. The investment in a
foreign subsidiary may take the form of either permanent capital or notes. The
Company's net investment in foreign subsidiaries subject to translation
exposure at December 31 is as follows:
<TABLE>
<CAPTION>
Functional Currency 1999 1998
------------------- ------ ------
<S> <C> <C>
Canadian Dollar............................................. $154.7 $104.6
European Currencies......................................... 99.0 67.8
Mexican Peso................................................ 38.1 --
Other....................................................... 10.0 0.2
------ ------
$301.8 $172.6
====== ======
</TABLE>
Commodity Price
The Company does not use derivative commodity instruments to hedge its
exposures to changes in commodity prices. The principal commodity price
exposure is aluminum, of which the Company had an estimated $73 and $48 (at
cost) in inventory at December 31, 1999 and 1998, respectively. The Company
has purchasing procedures and arrangements with customers to mitigate its
exposure to aluminum price changes. No other commodity exposures are
significant to the Company.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Financial Statements and supplementary data included in
this Report are listed in Item 14 and begin immediately after Item 14.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Reference is made to the section entitled "Election of Directors" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the
Company's definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 3, 2000, said sections being incorporated by
reference, for a description of the directors of the Company.
13
<PAGE>
The following table sets forth the names, ages and positions of all
executive officers of the Company. Executive officers are normally elected
annually by the Board of Directors at the Meeting of Shareholders.
<TABLE>
<CAPTION>
Name Age Position
---- --- ------------------------------------------------
<C> <C> <S>
Harry M. Cornell, 71 Chairman of the Board
Jr.
Felix E. Wright 64 Vice Chairman of the Board, President and Chief
Executive Officer
David S. Haffner 47 Executive Vice President and Chief Operating
Officer and Director
Bob L. Gaddy 59 Senior Vice President--Chairman and Chief
Executive Officer, Aluminum Products Segment and
Director
Karl G. Glassman 41 Senior Vice President--President, Residential
Furnishings Segment
Michael A. Glauber 56 Senior Vice President--Finance and
Administration (Principal Financial Officer)
Robert G. Griffin 48 Senior Vice President--President, Fixture and
Display Group
Robert A. 58 Senior Vice President--Mergers, Acquisitions and
Jefferies, Jr. Strategic Planning and Director
Jack D. Crusa 45 Senior Vice President--President, Industrial
Materials Segment/President, Automotive Unit
Ernest C. Jett 54 Vice President--General Counsel and Secretary
Allan J. Ross 53 Vice President, Accounting (Principal Accounting
Officer)
</TABLE>
Subject to the employment agreements and severance benefit agreements
listed as Exhibits to this Report, officers serve at the pleasure of the Board
of Directors.
Harry M. Cornell, Jr. served as the Company's Chief Executive Officer until
May 12, 1999, and continues to serve as Chairman of the Board and Chairman of
the Board's Executive Committee for more than the last five years.
Felix E. Wright has served as the Company's President and Chief Operating
Officer for more than five years and was elected Chief Executive Officer on
May 12, 1999.
David S. Haffner was elected Executive Vice President in 1995. In May, 1999
he was named Chief Operating Officer.
Bob L. Gaddy joined the Company in May, 1996 with the Company's acquisition
of Pace Industries, Inc. At that time he was elected a Senior Vice President
of the Company. Prior to its acquisition by the Company in 1996, Mr. Gaddy
served as Chairman of the Board and Chief Executive Officer of Pace
Industries, Inc. Mr. Gaddy presently serves as Chairman and Chief Executive
Officer of all the Company's aluminum products operations.
Karl G. Glassman has been employed by the Company for more than the last
five years, became Vice President and President--Bedding Components in 1995
and became a Senior Vice President--President Residential Furnishings in 1999.
Michael A. Glauber has served as the Company's Senior Vice President,
Finance and Administration for more than the last five years.
14
<PAGE>
Robert G. Griffin has been employed by the Company for more than the last
five years, was named Vice President and Director of Mergers, Acquisitions and
Strategic Planning in 1995, President--Commercial Fixtures and Display Group
in 1998 and Senior Vice President in 1999.
Robert A. Jefferies, Jr. has served as the Company's Senior Vice President,
Mergers, Acquisitions and Strategic Planning for more than the last five
years.
Jack D. Crusa has served the Company as Vice President and President--
Automotive Components for the last five years and became President--Industrial
Materials in 1999 and Senior Vice President in 1999.
Ernest C. Jett was appointed General Counsel in 1997, and was elected Vice
President and Secretary in 1995. He previously served the Company as Assistant
General Counsel from 1979 to 1995 and as Managing Director of the Legal
Department from 1991 to 1997.
Allan J. Ross has served the Company as Vice President, Accounting for more
than the last 5 years. In May, 1996 Mr. Ross was designated by the Board of
Directors as the Company's Principal Accounting Officer.
Item 11. Executive Compensation.
The section entitled "Executive Compensation and Related Matters" in the
Company's definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 3, 2000, is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The section entitled "Ownership of Common Stock" in the Company's
definitive Proxy Statement for the Company's Annual Meeting of Shareholders to
be held on May 3, 2000, is incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
The subsection entitled "Related Transactions" of the section entitled
"Executive Compensation and Related Matters" in the Company's definitive Proxy
Statement for the Company's Annual Meeting of Shareholders to be held on May
3, 2000 is incorporated by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
1. Financial Statements and Financial Statement Schedule Covered by Report
of Independent Accountants.
The Financial Statements listed below are included in this Report:
. Consolidated Statements of Earnings for each of the years in the three
year period ended December 31, 1999
. Consolidated Balance Sheets at December 31, 1999 and 1998
. Consolidated Statements of Cash Flows for each of the years in the three
year period ended December 31, 1999
. Consolidated Statements of Changes in Shareholders' Equity for each of
the years in the three year period ended December 31, 1999
. Notes to Consolidated Financial Statements
15
<PAGE>
. Schedule for each of the years in the three year period ended December
31, 1999
Schedule II--Valuation and Qualifying Accounts and Reserves
All other information schedules have been omitted as the required
information is inapplicable, not required, or the information is included in
the financial statements or notes thereto.
2. Exhibits--See Exhibit Index.
3. Reports on Form 8-K filed during the last quarter of 1999: None.
16
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Year ended December 31
--------------------------
1999 1998 1997
-------- -------- --------
(Dollar amounts in
millions, except
per share data)
<S> <C> <C> <C>
Net sales........................................... $3,779.0 $3,370.4 $2,909.2
Cost of goods sold.................................. 2,758.7 2,498.9 2,171.4
-------- -------- --------
Gross profit.................................... 1,020.3 871.5 737.8
Selling, distribution and administrative expenses... 491.2 422.8 358.8
Amortization of excess cost of purchased companies
and other intangibles.............................. 28.8 21.8 17.3
Other income, net of other deductions............... 2.2 2.2 .8
-------- -------- --------
Earnings before interest and income taxes....... 502.5 429.1 362.5
Interest expense.................................... 43.0 38.5 31.8
Interest income..................................... 3.1 5.0 2.6
-------- -------- --------
Earnings before income taxes.................... 462.6 395.6 333.3
Income taxes........................................ 172.1 147.6 125.0
-------- -------- --------
Net earnings.................................... $ 290.5 $ 248.0 $ 208.3
======== ======== ========
Earnings per share
Basic........................................... $ 1.46 $ 1.25 $ 1.09
======== ======== ========
Diluted......................................... $ 1.45 $ 1.24 $ 1.08
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
------------------
ASSETS 1999 1998
------ -------- --------
(Dollar amounts
in millions,
except per share
data)
<S> <C> <C>
Current Assets
Cash and cash equivalents..................................... $ 20.6 $ 83.5
Accounts and notes receivable, less allowance of $13.3 in 1999
and $13.5 in 1998............................................ 559.4 503.1
Inventories
Finished goods.............................................. 309.9 251.7
Work in process............................................. 63.2 56.2
Raw materials and supplies.................................. 238.2 185.5
LIFO reserve................................................ (5.5) (7.2)
-------- --------
Total inventories......................................... 605.8 486.2
Other current assets.......................................... 70.4 64.3
-------- --------
Total current assets...................................... 1,256.2 1,137.1
Property, Plant and Equipment--at cost
Machinery and equipment....................................... 1,050.9 915.5
Buildings and other........................................... 524.3 470.6
Land.......................................................... 53.5 48.9
-------- --------
Total property, plant and equipment....................... 1,628.7 1,435.0
Less accumulated depreciation................................. 713.7 614.6
-------- --------
Net property, plant and equipment......................... 915.0 820.4
Other Assets
Excess cost of purchased companies over net assets acquired,
less accumulated amortization of $67.3 in 1999 and $50.8 in
1998......................................................... 714.3 498.9
Other intangibles, less accumulated amortization of $32.6 in
1999 and $25.3 in 1998....................................... 45.2 29.7
Sundry........................................................ 46.8 49.2
-------- --------
Total other assets........................................ 806.3 577.8
-------- --------
Total Assets.............................................. $2,977.5 $2,535.3
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current Liabilities
Accounts payable.............................................. $ 146.1 $ 134.8
Accrued expenses.............................................. 194.2 168.8
Other current liabilities..................................... 91.2 97.8
-------- --------
Total current liabilities................................. 431.5 401.4
Long-Term Debt.................................................. 787.4 574.1
Other Liabilities............................................... 43.9 48.1
Deferred Income Taxes........................................... 68.5 74.9
Shareholders' Equity
Capital stock
Preferred stock--authorized, 100,000,000 shares; none issued
Common stock--authorized, 600,000,000 shares of $.01 par
value; issued 198,727,750 and 197,766,091 shares in 1999
and 1998, respectively..................................... 2.0 2.0
Additional contributed capital................................ 424.8 396.1
Retained earnings............................................. 1,278.1 1,058.7
Accumulated other comprehensive income........................ (18.9) (18.2)
Less treasury stock--at cost (1,847,456 and 82,580 shares in
1999 and 1998, respectively)................................. (39.8) (1.8)
-------- --------
Total shareholders' equity................................ 1,646.2 1,436.8
-------- --------
Total Liabilities and Shareholders' Equity................ $2,977.5 $2,535.3
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31
-------------------------
1999 1998 1997
------- ------- -------
(Dollar amounts in
millions)
<S> <C> <C> <C>
Operating Activities
Net earnings...................................... $ 290.5 $ 248.0 $ 208.3
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation.................................... 120.5 106.1 88.3
Amortization.................................... 28.8 21.8 17.3
Stock and deferred compensation................. 3.0 10.8 7.9
Deferred income tax expense (benefit)........... (6.7) 17.3 (1.5)
Other........................................... (7.3) (3.6) (2.1)
Other changes, excluding effects from purchases
of companies
(Increase) decrease in accounts receivable,
net.......................................... 5.0 (31.5) (52.1)
(Increase) in inventories..................... (74.0) (6.6) (15.0)
(Increase) in other current assets............ (4.7) (7.2) (5.1)
(Decrease) increase in current liabilities.... 15.7 (.2) 42.3
------- ------- -------
Net Cash Provided by Operating Activities... 370.8 354.9 288.3
Investing Activities
Additions to property, plant and equipment........ (159.1) (147.6) (119.4)
Purchases of companies, net of cash acquired...... (290.1) (117.1) (171.6)
Other............................................. 8.2 6.7 8.2
------- ------- -------
Net Cash Used for Investing Activities...... (441.0) (258.0) (282.8)
Financing Activities
Additions to debt................................. 255.6 269.7 214.8
Payments on debt.................................. (98.6) (216.9) (164.7)
Dividends paid.................................... (69.1) (59.9) (48.0)
Issuances of common stock......................... 4.0 5.0 6.6
Purchases of common stock......................... (81.5) (13.5) (5.7)
Other............................................. (3.1) (5.5) (4.5)
------- ------- -------
Net Cash Provided by (Used for) Financing
Activities................................. 7.3 (21.1) (1.5)
------- ------- -------
Increase (Decrease) in Cash and Cash Equivalents.... (62.9) 75.8 4.0
Cash and Cash Equivalents--Beginning of Year........ 83.5 7.7 3.7
------- ------- -------
Cash and Cash Equivalents--End of Year.............. $ 20.6 $ 83.5 $ 7.7
======= ======= =======
Supplemental Information
Interest paid..................................... $ 42.6 $ 36.5 $ 30.3
Income taxes paid................................. 170.5 142.6 124.4
Liabilities assumed of acquired companies......... 106.7 118.9 81.1
Common stock issued for acquired companies........ 26.9 66.8 52.0
Common stock issued for employee stock plans...... 29.6 26.4 27.4
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Year ended December 31
----------------------------
1999 1998 1997
-------- -------- --------
(Dollar amounts in
millions, except per share
data)
<S> <C> <C> <C>
Common Stock
Balance, beginning of period................... $ 2.0 $ 1.0 $ .9
Common stock issued............................ -- -- .1
Two-for-one stock split........................ -- 1.0 --
-------- -------- --------
Balance, end of period....................... $ 2.0 $ 2.0 $ 1.0
======== ======== ========
Additional Contributed Capital
Balance, beginning of period................... $ 396.1 $ 311.9 $ 240.2
Common stock issued............................ 37.8 87.3 74.6
Treasury stock issued.......................... (11.9) (6.2) (9.7)
Tax benefit related to stock options........... 2.8 4.1 6.8
Two-for-one stock split........................ -- (1.0) --
-------- -------- --------
Balance, end of period....................... $ 424.8 $ 396.1 $ 311.9
======== ======== ========
Retained Earnings
Balance, beginning of period................... $1,058.7 $ 871.3 $ 704.4
Net earnings for the year...................... 290.5 248.0 208.3
Retained earnings of pooled companies at date
of acquisition................................ -- 1.7 9.2
Cash dividends declared (per share: 1999--$.36;
1998--$.315; 1997--$.27)...................... (71.1) (62.3) (50.6)
-------- -------- --------
Balance, end of period....................... $1,278.1 $1,058.7 $ 871.3
======== ======== ========
Treasury Stock
Balance, beginning of period................... $ (1.8) $ (.1) $ (.2)
Treasury stock purchased....................... (88.5) (19.7) (17.3)
Treasury stock issued.......................... 50.5 18.0 17.4
-------- -------- --------
Balance, end of period....................... $ (39.8) $ (1.8) $ (.1)
======== ======== ========
Accumulated Other Comprehensive Income
Balance, beginning of period................... $ (18.2) $ (10.1) $ (4.2)
Foreign currency translation adjustment........ (.7) (8.1) (5.9)
-------- -------- --------
Balance, end of period....................... $ (18.9) $ (18.2) $ (10.1)
======== ======== ========
Total Shareholders' Equity................... $1,646.2 $1,436.8 $1,174.0
======== ======== ========
Comprehensive Income
Net earnings................................... $ 290.5 $ 248.0 $ 208.3
Foreign currency translation adjustment (net of
income tax expense (benefit): 1999--($.8);
1998--$2.2; 1997--$1.1)....................... (.7) (8.1) (5.9)
-------- -------- --------
Total Comprehensive Income................... $ 289.8 $ 239.9 $ 202.4
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share data)
A--Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include
the accounts of Leggett & Platt, Incorporated (Leggett & Platt) and its
majority-owned subsidiaries (the Company). All significant intercompany
transactions and accounts have been eliminated in consolidation.
Cash Equivalents: Cash equivalents include cash in excess of daily
requirements which is invested in various financial instruments with original
maturities of three months or less.
Sales Recognition: The Company primarily recognizes sales upon the shipment
of its products. Exceptions to this policy are not significant and conform to
industry practices.
Inventories: All inventories are stated at the lower of cost or market.
Cost includes materials, labor and production overhead. Cost is determined by
the last-in, first-out (LIFO) method for approximately 50% of the inventories
at December 31, 1999 and 1998. The first-in, first-out (FIFO) method is
principally used for the remainder. The FIFO cost of inventories at December
31, 1999 and 1998 approximated replacement cost.
Depreciation, Amortization and Asset Impairment: Property, plant and
equipment are depreciated by the straight-line method. The rates of
depreciation range from 7% to 25% for machinery and equipment, 3% to 7% for
buildings and 12% to 33% for other items. Accelerated methods are used for tax
purposes. The excess cost of purchased companies over net assets acquired is
amortized by the straight-line method over forty years. Other intangibles are
amortized by the straight-line method over their estimated lives. The rates of
amortization range from 5% to 33%. In accordance with FASB Statement No. 121,
long-lived assets, including intangibles, are evaluated for probable recovery
of their carrying amount. Appropriate adjustment, using current market values,
estimates of discounted future cash flows and other methods, is made when
recovery of the carrying amount is not reasonably assured.
Concentration of Credit Risks, Exposures and Financial Instruments: The
Company engages in manufacturing, marketing, and distributing engineered
products for markets served by the Company as described in Note J. The
Company's operations are principally in the United States, although the
Company also has manufacturing subsidiaries in Canada, Europe, Mexico, China,
Brazil and Australia and marketing and distribution operations in other areas.
The Company performs ongoing credit evaluations of its customers' financial
conditions and generally requires no collateral from its customers, some of
which are highly leveraged. The Company maintains allowances for potential
credit losses and such losses have generally been within management's
expectations.
From time to time, the Company will enter into forward exchange contracts
to hedge equipment purchases and other transactions in foreign currencies and
interest rate swaps related to fixed rate debt. The amounts outstanding under
the forward contracts and interest rate swaps at any point in time are not
significant to the Company. The Company has minimal continuing exposures to
other foreign currency transactions and interest rate fluctuations.
The carrying value of cash and short-term financial instruments
approximates fair value due to the short maturity of those instruments. The
fair value of long-term debt is less than the carrying value by approximately
$11.
21
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Other Risks: The Company obtains insurance for workers' compensation,
automobile, product and general liability, property loss and medical claims.
However, the Company has elected to retain a significant portion of expected
losses through the use of deductibles. Provisions for losses expected under
these programs are recorded based upon the Company's estimates of the
aggregate liability for claims incurred. These estimates utilize the Company's
prior experience and actuarial assumptions that are provided by the Company's
insurance carriers.
Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Income Taxes: The Company provides for taxes on undistributed earnings of
foreign subsidiaries where appropriate. The tax effect of most distributions
would be significantly offset by available foreign tax credits.
Stock-Based Compensation: The Company applies the intrinsic value based
method of accounting prescribed by APB Opinion No. 25 and related
interpretations in accounting for stock-based compensation plans. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of grant over the
amount an employee must pay to acquire the stock.
Foreign Currency Translation: The functional currency for most foreign
operations is the local currency. The translation of foreign currencies into
U.S. dollars is performed for balance sheet accounts using current exchange
rates in effect at the balance sheet date and for income and expense accounts
using monthly average exchange rates. The cumulative effects of translating
the functional currencies into the U.S. dollar are included in comprehensive
income. Foreign entities whose functional currency is the U.S. dollar are not
significant.
B--Acquisitions
During 1999, the Company acquired 29 businesses in transactions accounted
for as purchases. These transactions required the use of $290.1 in cash, net
of cash acquired, and 1,227,500 shares of common stock valued at $25.8.
Options to purchase an additional 39,568 shares of common stock valued at $1.1
were also extended by the Company in substitution for previously existing
options. These amounts include additional consideration of $19.3 paid for
prior year acquisitions. The excess of the purchase price over the fair value
of the net assets acquired increased goodwill by $233.4. These acquired
businesses manufacture and distribute products primarily to the commercial
furnishings and residential furnishings markets, as well as the other markets
the Company serves.
The unaudited pro forma consolidated net sales for the years ended December
31, 1999 and 1998 as though the 1999 acquisitions had occurred on January 1 of
each year presented were $4,031.3 and $3,810.7, respectively. The unaudited
pro forma consolidated net earnings and earnings per share are not materially
different from the amounts reflected in the accompanying financial statements.
These pro forma amounts are not necessarily indicative of either results of
operations that would have occurred had the purchases been made on January 1
of each year or of future results of the combined companies.
During 1998, the Company acquired 16 businesses in transactions accounted
for as purchases. These transactions required the use of $117.1 in cash, net
of cash acquired, and 2,741,480 shares of common stock valued at $59.8. The
excess of the purchase price over the fair value of the net assets acquired
increased goodwill by $121.8. The Company also issued 183,892 shares to
acquire one business in a transaction accounted for as a pooling of interests.
The Company elected not to restate its financial statements as the effect of
this pooling was not material. These acquired businesses manufacture and
distribute products primarily to the commercial furnishings and residential
furnishings markets, as well as the other markets the Company serves.
22
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
During 1997, the Company acquired the assets of 28 companies in exchange
for $171.6 in cash, net of cash acquired, and 2,180,100 shares of common stock
valued at $38.7 in transactions accounted for as purchases. The excess of the
purchase price over the fair value of the net assets acquired increased
goodwill by $116.0. These companies manufacture and distribute products to
residential furnishings, commercial furnishings and other markets. The Company
also issued 3,736,960 shares to acquire two businesses in transactions
accounted for as poolings of interests. The Company elected not to restate its
financial statements as the effect of these poolings was not material. These
businesses manufacture and distribute products to aluminum products markets.
The results of operations of the above acquired companies have been
included in the consolidated financial statements since the dates of
acquisition.
The terms of certain of the Company's acquisition agreements provide for
additional consideration to be paid if the acquired company's results of
operations exceed certain targeted levels. Such additional consideration may
be paid in cash or shares of the Company's common stock, and is recorded when
earned as additional purchase price. The maximum amount of additional
consideration remaining at December 31, 1999 is approximately $92 and will be
payable, if earned, through 2004.
C--Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Basic
Weighted average shares
outstanding, including shares
issuable for little or no cash... 198,492,506 197,682,147 190,268,516
=========== =========== ===========
Net earnings........................ $ 290.5 $ 248.0 $ 208.3
=========== =========== ===========
Earnings per share.................. $ 1.46 $ 1.25 $ 1.09
=========== =========== ===========
Diluted
Weighted average shares
outstanding, including shares
issuable for little or no cash... 198,492,506 197,682,147 190,268,516
Additional dilutive shares
principally from the assumed
exercise of outstanding stock
options.......................... 2,445,498 2,987,686 2,921,108
----------- ----------- -----------
200,938,004 200,669,833 193,189,624
=========== =========== ===========
Net earnings........................ $ 290.5 $ 248.0 $ 208.3
=========== =========== ===========
Earnings per share.................. $ 1.45 $ 1.24 $ 1.08
=========== =========== ===========
</TABLE>
23
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
D--Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities at December 31 consist of
the following:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Accrued expenses
Wages and commissions payable............................ $ 48.5 $ 36.0
Workers' compensation, medical, auto and product
liability insurance..................................... 42.9 45.5
Income taxes............................................. 11.2 5.9
Other.................................................... 91.6 81.4
------ ------
$194.2 $168.8
====== ======
Other current liabilities
Outstanding checks in excess of book balances............ $ 47.4 $ 46.5
Current maturities of long-term debt..................... 3.8 5.2
Other.................................................... 40.0 46.1
------ ------
$ 91.2 $ 97.8
====== ======
</TABLE>
E--Long-Term Debt
Long-term debt, weighted average interest rates and due dates at December
31 are as follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Medium-term notes, fixed interest rates of 6.8% for both
1999 and 1998, due dates through 2009..................... $560.0 $491.0
Commercial paper, variable interest rate of 5.9% for 1999,
due dates in 2000......................................... 144.7 --
Industrial development bonds, principally variable interest
rates of 5.7% and 4.5% for 1999 and 1998, respectively,
due dates through 2030.................................... 39.9 38.9
Other, partially secured................................... 46.6 49.4
------ ------
791.2 579.3
Less current maturities.................................... 3.8 5.2
------ ------
$787.4 $574.1
====== ======
</TABLE>
At December 31, 1999, the revolving credit agreements provided for a
maximum line of credit of $295. In January 2000, this amount was increased to
$340. For any revolving credit agreement, the Company may elect to pay
interest based on 1) the bank's base lending rate, 2) LIBOR, 3) an adjusted
certificate of deposit rate, or 4) the money market rate, as specified in the
revolving credit agreements. Agreement amounts of $227.5 and $112.5 will
terminate July 31, 2004 and August 28, 2000, respectively, at which time all
outstanding balances will become due.
Medium-term notes and commercial paper that mature in the current year are
classified as long-term debt since the Company intends to refinance them on a
long-term basis either through continued issuance or unused credit available
under the revolving credit agreements.
The revolving credit agreements and certain other long-term debt contain
restrictive covenants which, among other restrictions, limit the amount of
additional debt and require net earnings to meet or exceed specified levels of
funded debt.
24
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Maturities of long-term debt for each of the five years following 1999 are:
<TABLE>
<S> <C>
Year ended December 31
2000............................ $ 3.8
2001............................ 62.2
2002............................ 80.4
2003............................ 123.4
2004............................ 274.2
</TABLE>
In November 1999, the Company completed a $500 shelf registration of debt,
of which $350 of 7.65% five-year public notes was issued in February 2000.
This debt was subsequently converted to variable rate debt by the use of an
interest rate swap agreement.
F--Lease Obligations
The Company conducts certain operations in leased premises and also leases
most of its automotive and trucking equipment and some other assets. Terms of
the leases, including purchase options, renewals and maintenance costs, vary
by lease.
Total rental expense entering into the determination of results of
operations was $36.4, $29.6 and $27.3 for the years ended December 31, 1999,
1998 and 1997, respectively.
Future minimum rental commitments for all long-term noncancelable operating
leases are as follows:
<TABLE>
<S> <C>
Year ended December 31
2000............................. $19.0
2001............................. 12.8
2002............................. 8.4
2003............................. 4.9
2004............................. 2.4
Later years...................... 2.6
-----
$50.1
=====
</TABLE>
The above lease obligations expire at various dates through 2010. Certain
leases contain renewal and/or purchase options. Aggregate rental commitments
above include renewal amounts where it is the intention of the Company to
renew the lease.
25
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
G--Capital Stock
Stock Activity
Activity in the Company's stock accounts for each of the three years ended
December 31 is as follows:
<TABLE>
<CAPTION>
Common Treasury
Stock Stock
----------- ----------
<S> <C> <C>
Balance, January 1, 1997.......................... 184,227,572 (12,540)
Shares issued................................... 8,531,548 930,280
Treasury stock purchased........................ -- (922,514)
----------- ----------
Balance, December 31, 1997........................ 192,759,120 (4,774)
Shares issued................................... 5,006,971 779,695
Treasury stock purchased........................ -- (857,501)
----------- ----------
Balance, December 31, 1998........................ 197,766,091 (82,580)
Shares issued................................... 961,659 2,342,411
Treasury stock purchased........................ -- (4,107,287)
----------- ----------
Balance, December 31, 1999........................ 198,727,750 (1,847,456)
=========== ==========
</TABLE>
The Company issues shares for employee stock plans and acquisitions. The
Company purchases its common stock to meet the requirements of the employee
stock purchase and incentive plans, to replace shares issued in purchase
acquisitions and to satisfy contractual obligations. The Company will also
receive shares in stock-for-stock option exercises.
Stock Options
At December 31, 1999, the Company had 13,643,867 common shares authorized
for issuance under stock option plans. Generally, options become exercisable
in varying installments, beginning 6 to 18 months after the date of grant, and
have a maximum term of 5-15 years. Options may be issued with exercise prices
at or below market price. Compensation cost charged against income related to
the Company's stock option grants for each of the years ending December 31,
1999, 1998 and 1997 was $11.5, $8.9 and $6.6, respectively. Compensation cost
includes amounts for options granted under the deferred compensation plan for
certain executives, which allows the executive to elect stock options in lieu
of future salary and bonuses. Had compensation cost for the Company's stock-
based compensation plans been determined based on the estimated fair value of
the options at the grant dates, consistent with the method of FASB Statement
No. 123, the Company's net income and earnings per share would not be
significantly reduced.
26
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
A summary of the Company's stock option plans as of December 31, 1999, 1998
and 1997, and changes during the years ending on those dates is presented
below:
<TABLE>
<CAPTION>
Weighted
Average
Exercise Price
Shares per Share
---------- --------------
<S> <C> <C>
Outstanding at January 1, 1997................. 8,791,304 $ 8.01
Granted...................................... 1,429,502 10.18
Exercised.................................... (2,066,732) 6.45
Forfeited.................................... (161,480) 11.76
---------- ------
Outstanding at December 31, 1997............... 7,992,594 8.72
Granted...................................... 966,798 14.38
Exercised.................................... (1,218,447) 9.05
Forfeited.................................... (36,760) 16.85
---------- ------
Outstanding at December 31, 1998............... 7,704,185 9.34
Granted...................................... 4,998,591 16.33
Exercised.................................... (1,279,755) 6.29
Forfeited.................................... (104,340) 19.99
---------- ------
Outstanding at December 31, 1999............... 11,318,681 $12.67
========== ======
Options exercisable at
December 31, 1999............................ 5,605,669 $ 8.43
December 31, 1998............................ 4,646,155 6.67
December 31, 1997............................ 3,488,022 6.16
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Weighted-average fair value of options:
Granted at market price....................... $ 4.59 $ 5.66 $ 4.44
Granted below market price.................... 17.67 16.52 12.27
Weighted-average exercise price of options:
Granted at market price....................... 20.09 23.20 20.31
Granted below market price.................... 2.50 3.17 4.54
Principal assumptions used in calculating fair
value consistent with the method of FASB
Statement No. 123:
Risk-free interest rate....................... 5.2% 5.1% 6.0%
Expected life in years........................ 4.8 5.1 4.8
Expected volatility........................... 23.0% 20.0% 19.0%
Expected dividend yield....................... 1.5% 1.5% 1.7%
</TABLE>
27
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------- --------------------------
Weighted-Average
Remaining Weighted- Weighted-
Range of Number Contractual Life Average Number Average
Exercise Prices Outstanding In Years Exercise Price Exercisable Exercise Price
- --------------- ----------- ---------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$ .01-
$ 2.60 1,866,376 9.9 $ .09 1,407,166 $ .12
2.61-
5.19 988,965 14.5 4.01 478,819 4.03
5.20-
10.39 1,217,732 1.9 9.14 987,569 8.94
10.40-
12.98 1,830,013 1.2 11.45 1,823,990 11.45
12.99-
15.58 551,366 6.2 13.69 518,362 13.69
15.59-
18.18 68,906 2.2 16.47 43,152 16.45
18.19-
20.78 3,861,273 4.5 20.01 86,428 20.71
20.79-
23.37 777,500 3.2 22.41 246,354 22.44
23.38-
25.97 156,550 4.0 24.62 13,829 25.41
</TABLE>
The Company also has authorized shares for issuance in connection with
certain employee stock benefit plans discussed in Note H.
Par Value Amendment
In 1993, the Company's shareholders approved an amendment to the Company's
Restated Articles of Incorporation reducing the par value of Common Stock to
$.01 from $1. The amendment provided that the stated capital of the Company
would not be affected as of the date of the amendment. Accordingly, stated
capital of the Company exceeds the amount reported as common stock in the
financial statements by approximately $39.
Shareholder Protection Rights Plan
In 1989, the Company declared a dividend distribution of one preferred
stock purchase right (a Right) for each share of common stock. The Rights were
attached to and traded with the Company's common stock. The Rights became
exercisable only under certain circumstances involving actual or potential
acquisitions of the Company's common stock. The Rights expired in February
1999. The Company simultaneously issued substantially identical rights, which
remain in existence until February 2009, unless they are exercised, exchanged
or redeemed at an earlier date. Depending upon the circumstances, if these
Rights become exercisable, the holder may be entitled to purchase shares of
Series A junior preferred stock of the Company, shares of the Company's common
stock or shares of common stock of the acquiring entity.
28
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
H--Employee Benefit Plans
The following table provides information at December 31 as to the Company
sponsored defined benefit pension plans:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Change in Benefit Obligation
Benefit obligation, beginning of period.............. $100.1 $ 89.5 $ 69.2
Service cost....................................... 3.2 2.2 1.6
Interest cost...................................... 5.3 5.1 5.0
Plan participants' contributions................... 4.3 4.0 3.5
Actuarial (gains) losses........................... (4.9) 4.4 14.7
Benefits paid...................................... (5.9) (5.1) (4.5)
------ ------ ------
Benefit obligation, end of period.................... 102.1 100.1 89.5
Change in Plan Assets
Fair value of plan assets, beginning of period....... 132.1 127.6 98.8
Actual return on plan assets....................... 24.1 5.6 29.8
Plan participants' contributions................... 4.3 4.0 3.5
Benefits paid...................................... (5.9) (5.1) (4.5)
------ ------ ------
Fair value of plan assets, end of period............. 154.6 132.1 127.6
Plan Assets in Excess of Benefit Obligations........... 52.5 32.0 38.1
Unrecognized net actuarial gains..................... (24.3) (5.6) (14.8)
Unrecognized net transition asset.................... (0.7) (1.0) (1.7)
Unrecognized prior service cost...................... (0.2) (.3) (.3)
------ ------ ------
Prepaid pension cost................................. $ 27.3 $ 25.1 $ 21.3
====== ====== ======
Components of Net Pension Income
Service cost......................................... $ (3.2) $ (2.2) $ (1.6)
Interest cost........................................ (5.3) (5.1) (5.0)
Expected return on plan assets....................... 10.3 10.0 7.9
Amortization of net transition asset................. .4 .7 .7
Recognized net actuarial gain........................ -- .4 --
------ ------ ------
Net pension income................................... $ 2.2 $ 3.8 $ 2.0
====== ====== ======
Weighted Average Assumptions
Discount rate........................................ 6.00% 5.50% 6.00%
Expected return on plan assets....................... 8.00% 8.00% 8.00%
Rate of compensation increase........................ 4.40% 4.40% 5.20%
</TABLE>
Plan assets are invested in a diversified portfolio of equity, debt and
government securities, including 1,176,000 shares of the Company's common
stock at December 31, 1999.
Contributions to union sponsored, defined benefit, multiemployer pension
plans were $.7, $.2, and $.2 in 1999, 1998 and 1997, respectively. These plans
are not administered by the Company and contributions are determined in
accordance with provisions of negotiated labor contracts. As of 1999, the
actuarially computed values of vested benefits for these plans were primarily
equal to or less than the net assets of the plans. Therefore, the Company
would have no material withdrawal liability. However, the Company has no
present intention of withdrawing from any of these plans, nor has the Company
been informed that there is any intention to terminate such plans.
29
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Net pension expense, including Company sponsored defined benefit plans,
multiemployer plans and other plans, was $4.3, $2.1 and $2.1 in 1999, 1998 and
1997, respectively.
The Company has a contributory stock purchase/stock bonus plan (SPSB Plan),
a nonqualified executive stock purchase program (ESPP) and an employees'
discount stock plan (DSP). The SPSB Plan provides Company pre-tax
contributions of 50% of the amount of employee contributions. The ESPP
provides cash payments of 50% of the employees' contributions, along with an
additional payment to assist employees in paying taxes on the cash payments.
To the extent possible, contributions to the ESPP are invested in the
Company's common stock through the DSP. In addition, the Company matches its
contributions when certain profitability levels, as defined in the SPSB Plan
and the ESPP, have been attained. The Company's total contributions to the
SPSB Plan and the ESPP were $8.5, $6.9 and $5.8 for 1999, 1998 and 1997,
respectively.
Under the DSP, eligible employees may purchase a maximum of 19,000,000
shares of Company common stock. The purchase price per share is 85% of the
closing market price on the last business day of each month. Shares purchased
under the DSP were 1,026,479, 894,445 and 871,394 during 1999, 1998 and 1997,
respectively. Purchase prices ranged from $10 to $24 per share. Since
inception of the DSP in 1982, a total of 14,127,222 shares have been purchased
by employees.
I--Income Taxes
The components of earnings before income taxes are as follows:
<TABLE>
<CAPTION>
Year ended December
31
--------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Domestic............................................. $397.2 $340.8 $292.2
Foreign.............................................. 65.4 54.8 41.1
------ ------ ------
$462.6 $395.6 $333.3
====== ====== ======
</TABLE>
Income tax expense is comprised of the following components:
<TABLE>
<CAPTION>
Year ended December
31
---------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Current
Federal.......................................... $141.1 $108.1 $102.2
State and local.................................. 11.8 4.2 9.9
Foreign.......................................... 25.9 18.0 14.4
------ ------ ------
178.8 130.3 126.5
Deferred
Federal.......................................... (5.1) 4.1 (5.5)
State and local.................................. 3.3 11.0 4.1
Foreign.......................................... (4.9) 2.2 (.1)
------ ------ ------
(6.7) 17.3 (1.5)
------ ------ ------
$172.1 $147.6 $125.0
====== ====== ======
</TABLE>
30
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The major temporary differences that give rise to deferred tax
assets or liabilities are as follows:
<TABLE>
<CAPTION>
December 31
--------------
1999 1998
------ ------
<S> <C> <C>
Property, plant and equipment............................ $(67.8) $(70.0)
Accrued expenses......................................... 55.0 51.3
Prepaid pension cost..................................... (10.7) (10.1)
Other, net............................................... (19.2) (20.8)
------ ------
$(42.7) $(49.6)
====== ======
</TABLE>
Deferred tax assets and liabilities included in the consolidated balance
sheet are as follows:
<TABLE>
<CAPTION>
December 31
--------------
1999 1998
------ ------
<S> <C> <C>
Other current assets...................................... $ 25.8 $ 25.3
Deferred income taxes..................................... (68.5) (74.9)
------ ------
$(42.7) $(49.6)
====== ======
</TABLE>
A valuation allowance has not been provided for the deferred tax asset as
the Company believes it will be realized through future taxable income and
reversal of other timing differences.
Income tax expense, as a percentage of earnings before income taxes,
differs from the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
Year ended December 31
-------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Statutory federal income tax rate............. 35.0% 35.0% 35.0%
Increases in rate resulting primarily from
state and other jurisdictions................ 2.2 2.3 2.5
------- ------- -------
Effective tax rate............................ 37.2% 37.3% 37.5%
======= ======= =======
</TABLE>
J--Segment Information
The Company has primarily determined its reportable segments based upon the
internal organization, which is generally focused on broad end-user markets
for its diversified products. Residential Furnishings derives its revenues
from bedding, furniture and other furnishings components and related consumer
products. Commercial Furnishings derives its revenues from office and
institutional furnishings components, retail store fixtures, displays and
other commercial products and systems. The Aluminum Products segment derives
its revenues from die castings, custom tooling and dies, machining and coating
and aluminum raw materials (ingot). Industrial Materials derives its revenues
from drawn wire, specialty wire products and welded steel tubing materials.
Specialized Products is a combination of segments which derive their revenues
from machinery and manufacturing equipment and automotive seating suspension,
lumbar support and control cable systems.
The accounting principles used in the preparation of the segment
information are the same as used for the consolidated financial statements,
except that the segment assets and income reflect the FIFO basis of accounting
31
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
for inventory. Certain inventories are accounted for using the LIFO basis in
the consolidated financial statements. The Company evaluates performance based
on earnings from operations before interest and income taxes (EBIT).
Intersegment sales are made primarily at prices that approximate market-based
selling prices. Centrally incurred costs are allocated to the segments based
on estimates of services used by the segment. Certain general and
administrative costs of the Company are allocated to the segments based on
sales. Asset information for the segments includes only inventory, trade
receivables, net property, plant and equipment and unamortized purchased
intangibles. These segment assets are reflected in the segment information at
their estimated average for the year. Long-lived assets as disclosed include
property, plant and equipment, goodwill and other intangibles, and long-term
assets. Centrally incurred costs and allocated general and administrative
costs include depreciation and other costs related to assets that are not
allocated or otherwise included in the segment assets. Prior years' segment
results have been restated due to a change in organizational structure and to
conform to the current presentation. The impact of restatement of prior years
is not significant.
Summarized financial information concerning the Company's reportable
segments is shown in the following tables:
<TABLE>
<CAPTION>
Inter-
External Segment Total
Year ended December 31 Sales Sales Sales EBIT
---------------------- -------- ------- -------- ------
<S> <C> <C> <C> <C>
1999
Residential Furnishings............... $1,946.6 $ 9.5 $1,956.1 $219.7
Commercial Furnishings................ 778.1 2.9 781.0 126.9
Aluminum Products..................... 532.8 15.6 548.4 52.6
Industrial Materials.................. 282.6 202.1 484.7 70.1
Specialized Products.................. 238.9 41.9 280.8 34.1
Intersegment eliminations............. (2.6)
Adjustment to LIFO method............. 1.7
-------- ------ -------- ------
$3,779.0 $272.0 $4,051.0 $502.5
======== ====== ======== ======
1998
Residential Furnishings............... $1,777.2 $ 6.8 $1,784.0 $198.3
Commercial Furnishings................ 623.3 1.7 625.0 111.1
Aluminum Products..................... 501.1 16.8 517.9 32.6
Industrial Materials.................. 269.6 193.5 463.1 51.9
Specialized Products.................. 199.2 46.4 245.6 28.6
Intersegment eliminations............. (1.3)
Adjustment to LIFO method............. 7.9
-------- ------ -------- ------
$3,370.4 $265.2 $3,635.6 $429.1
======== ====== ======== ======
1997
Residential Furnishings............... $1,592.6 $ 2.8 $1,595.4 $171.1
Commercial Furnishings................ 464.4 .3 464.7 85.3
Aluminum Products..................... 441.4 17.6 459.0 44.6
Industrial Materials.................. 259.7 180.1 439.8 43.5
Specialized Products.................. 151.1 33.1 184.2 21.1
Intersegment eliminations............. .3
Adjustment to LIFO method............. (3.4)
-------- ------ -------- ------
$2,909.2 $233.9 $3,143.1 $362.5
======== ====== ======== ======
</TABLE>
32
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Additions Acquired
to Property, Companies' Depreciation
Plant and Long-Lived and
Assets Equipment Assets Amortization
-------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
1999
Residential Furnishings. $1,173.4 $ 60.7 $128.3 $ 61.7
Commercial Furnishings.. 721.4 21.8 163.2 28.4
Aluminum Products....... 441.1 30.5 -- 22.2
Industrial Materials.... 204.8 17.6 5.3 13.9
Specialized Products.... 216.8 15.0 16.2 12.4
Unallocated assets...... 204.0 13.5 10.7
Adjustment to year-end
vs. average assets..... 16.0
-------- ------ ------ ------
$2,977.5 $159.1 $313.0 $149.3
======== ====== ====== ======
1998
Residential Furnishings. $ 971.0 $ 54.4 $ 64.7 $ 58.0
Commercial Furnishings.. 469.8 9.7 116.1 21.4
Aluminum Products....... 404.4 42.6 24.5 17.9
Industrial Materials.... 204.5 7.3 10.4 12.7
Specialized Products.... 188.8 28.1 4.6 8.9
Unallocated assets...... 285.9 5.5 9.0
Adjustment to year-end
vs. average assets..... 10.9
-------- ------ ------ ------
$2,535.3 $147.6 $220.3 $127.9
======== ====== ====== ======
1997
Residential Furnishings. $ 856.7 $ 40.4 $ 67.7 $ 48.9
Commercial Furnishings.. 315.0 13.3 75.7 15.4
Aluminum Products....... 353.3 23.9 11.1 13.6
Industrial Materials.... 179.9 18.3 2.8 11.5
Specialized Products.... 178.9 15.0 46.9 8.4
Unallocated assets...... 227.6 8.5 7.8
Adjustment to year-end
vs. average assets..... (5.1)
-------- ------ ------ ------
$2,106.3 $119.4 $204.2 $105.6
======== ====== ====== ======
</TABLE>
33
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Revenues from external customers, by product line, are as follows:
<TABLE>
<CAPTION>
Year ended December 31
--------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Residential Furnishings
Bedding components.......................... $ 742.8 $ 663.2 $ 596.3
Residential furniture components............ 444.4 412.0 371.7
Finished & consumer products................ 510.5 463.3 414.2
Other residential furnishings products...... 248.9 238.7 210.4
-------- -------- --------
1,946.6 1,777.2 1,592.6
Commercial Furnishings
Store displays, fixtures & storage products. 502.1 369.7 236.9
Office furnishings & plastic components..... 276.0 253.6 227.5
-------- -------- --------
778.1 623.3 464.4
Aluminum Products
Die cast products........................... 457.7 423.3 355.3
Smelter, tool & die operations.............. 75.1 77.8 86.1
-------- -------- --------
532.8 501.1 441.4
Industrial Materials
Wire, wire products & steel tubing.......... 282.6 269.6 259.7
Specialized Products
Automotive products & specialized machinery. 238.9 199.2 151.1
-------- -------- --------
$3,779.0 $3,370.4 $2,909.2
======== ======== ========
</TABLE>
The Company's operations outside of the United States are principally in
Canada, Europe and Mexico, none of which are individually material to its
consolidated operations. The geographic information that follows regarding
sales is based on the area of manufacture.
<TABLE>
<CAPTION>
Year ended December 31
--------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
External sales
United States................................ $3,345.8 $3,025.9 $2,636.6
Foreign...................................... 433.2 344.5 272.6
-------- -------- --------
$3,779.0 $3,370.4 $2,909.2
======== ======== ========
Long-lived assets
United States................................ $1,421.4 $1,183.8 $ 989.2
Foreign...................................... 299.9 214.4 172.5
-------- -------- --------
$1,721.3 $1,398.2 $1,161.7
======== ======== ========
</TABLE>
K--Contingencies
The Company is involved in various legal proceedings including matters
which involve claims against the Company under employment, intellectual
property, environmental and other laws. One of the Company's subsidiaries was
involved in an unfair labor complaint filed by the National Labor Relations
Board prior to the Company's acquisition of the subsidiary. This matter has
been resolved consistent with management's expectations and did not have a
material adverse effect on the Company's financial statements.
34
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Concluded)
When it appears probable in management's judgement that the Company will
incur monetary damages or other costs in connection with claims and
proceedings, and the costs can be reasonably estimated, appropriate
liabilities are recorded in the financial statements and charges are made
against earnings. No claim or proceeding has resulted in a material charge
against earnings, nor are the total liabilities recorded material to the
Company's financial position. While the results of any ultimate resolution
cannot be predicted, management believes the possibility of a material adverse
effect on the Company's consolidated financial position, results of operations
and cash flows from claims and proceedings is remote.
35
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Leggett & Platt,
Incorporated:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(1) present fairly, in all material respects, the
financial position of Leggett & Platt, Incorporated and its subsidiaries at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999 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
St. Louis, Missouri
February 2, 2000
36
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
QUARTERLY SUMMARY OF EARNINGS
(Unaudited)
(Dollar amounts in millions, except per share data)
<TABLE>
<CAPTION>
Year ended December 31, 1999 First Second Third Fourth Total
- ---------------------------- ------ ------ ------ ------- --------
<S> <C> <C> <C> <C> <C>
Net sales.................................. $887.6 $935.2 $991.1 $965.1 $3,779.0
Gross profit............................... 232.4 253.4 269.9 264.6 1,020.3
Earnings before income taxes............... 105.1 115.1 124.0 118.4 462.6
Net earnings............................... 66.1 72.4 77.7 74.3 290.5
Earnings per share
Basic.................................... $ .33 $ .37 $ .39 $ .37 $ 1.46
Diluted.................................. $ .33 $ .36 $ .39 $ .37 $ 1.45
<CAPTION>
Year ended December 31, 1998
- ----------------------------
<S> <C> <C> <C> <C> <C>
Net sales.................................. $793.2 $855.4 $884.1 $837.7 $3,370.4
Gross profit............................... 202.3 219.3 228.8 221.1 871.5
Earnings before income taxes............... 92.7 100.8 104.4 97.7 395.6
Net earnings............................... 57.9 63.4 65.2 61.5 248.0
Earnings per share
Basic.................................... $ .29 $ .32 $ .33 $ .31 $ 1.25
Diluted.................................. $ .29 $ .32 $ .32 $ .31 $ 1.24
</TABLE>
37
<PAGE>
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Amounts in millions)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- ------------ --------- ---------- ----------
Additions
Charged
Balance at to Cost Balance at
Beginning of and End of
Description Period Expenses Deductions Period
- ----------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1999
Allowance for doubtful
receivables...................... $13.5 $5.5 $5.7(A) $13.3
===== ==== ==== =====
Year ended December 31, 1998
Allowance for doubtful
receivables...................... $11.5 $5.2 $3.2(A) $13.5
===== ==== ==== =====
Year ended December 31, 1997
Allowance for doubtful
receivables...................... $ 8.6 $5.6 $2.7(A) $11.5
===== ==== ==== =====
</TABLE>
- --------
(A) Uncollectible accounts charged off, net of recoveries
38
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Leggett & Platt, Incorporated
By: /s/ Felix E. Wrigh___________t
Felix E. Wright
President and
Chief Executive Officer
Dated: March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
(a) Principal Executive Officer:
<S> <C> <C>
/s/ Felix E. Wright Vice Chairman of the Board, March 28, 2000
____________________________________ President & Chief Executive
Felix E. Wright Officer
(b) Principal Financial Officer:
/s/ Michael A. Glauber Senior Vice President, March 28, 2000
____________________________________ Finance & Administration
Michael A. Glauber
(c) Principal Accounting Officer:
/s/ Allan J. Ross Vice President--Accounting March 28, 2000
____________________________________
Allan J. Ross
(d) Directors:
Chairman
____________________________________
Harry M. Cornell, Jr.
Raymond F. Bentele* Director
____________________________________
Raymond F. Bentele
Robert Ted Enloe, III* Director
____________________________________
Robert Ted Enloe, III
Richard T. Fisher* Director
____________________________________
Richard T. Fisher
Bob L. Gaddy* Director
____________________________________
Bob L. Gaddy
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
David S. Haffner* Director
____________________________________
David S. Haffner
Thomas A. Hays* Director
____________________________________
Thomas A. Hays
Robert A. Jefferies, Jr.* Director
____________________________________
Robert A. Jefferies, Jr.
Alexander M. Levine* Director
____________________________________
Alexander M. Levine
Richard L. Pearsall* Director
____________________________________
Richard L. Pearsall
Duane W. Potter* Director
____________________________________
Duane W. Potter
Maurice E. Purnell, Jr.* Director
____________________________________
Maurice E. Purnell, Jr.
Alice L. Walton* Director
____________________________________
Alice L. Walton
</TABLE>
/s/ Ernest C. Jett
*By____________________________
Ernest C. Jett
Attorney-in-Fact
Under Power-of-Attorney
dated March 28, 2000 March 28, 2000
40
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Document Description Page No.
----------- -------------------- ----------
<C> <S> <C>
3.1 Restated Articles of Incorporation of the Company as
of May 13, 1987, filed as Exhibit 3.1 to Registrant's
Form 10-K for the year ended December 31, 1998, is
incorporated by reference.
3.2 Amendment to Restated Articles of Incorporation of
the Company dated May 12, 1993, filed as Exhibit 3.2
to Registrant's Form 10-K for the year ended December
31, 1998, is incorporated by reference.
3.3 Amendment to Restated Articles of Incorporation of
the Company dated May 12, 1999.
3.4 Restated By-Laws of the Company as of August 11,
1993, with all amendments through March 15, 1999,
filed as Exhibit 3.3 to Registrant's Form 10-K for
the year ended December 31, 1998, is incorporated by
reference.
4.1 Article III of Registrant's Restated Articles of
Incorporation, filed as Exhibit 3.1 above, is
incorporated by reference.
4.2 Rights Agreement effective February 15, 1999 between
Registrant and ChaseMellon Shareholder Services, LLC,
pertaining to preferred stock rights distributed by
Registrant, filed as Exhibit 1 to Registrant's Form
8-K filed December 1, 1998, is incorporated by
reference.
4.3 Indenture, dated as of November 24, 1999 between
Registrant and The Chase Manhattan Bank, as Trustee,
filed as Exhibit 4.1 to Registration Statement No.
333-90443, on Form S-3, effective as of November 15,
1999, is incorporated by reference.
10.1(1) Restated and Amended Employment Agreement between
Harry M. Cornell, Jr. and Leggett & Platt,
Incorporated dated as of August 14, 1996, filed as
Exhibit 10.1 to Registrant's Form 10-K for the year
ended December 31, 1996, is incorporated by
reference, and Amendment No. 1 to Employment
Agreement dated January 1, 1999.
10.2(1) Restated and Amended Employment Agreement between the
Company and Felix E. Wright dated March 1, 1999,
filed as Exhibit 10.2 to Registrant's Form 10-K for
the year ended December 31, 1998, is incorporated by
reference.
10.3(1) Employment Agreement between the Company and Robert
A. Jefferies, Jr. dated November 7, 1990 and
Amendment No. 1 to Employment Agreement dated January
1, 1993.
10.4(1) Severance Benefit Agreement between the Company and
Harry M. Cornell, Jr. dated May 9, 1984, filed as
Exhibit 10.4 to Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated by
reference.
10.5(1) Severance Benefit Agreement between the Company and
Felix E. Wright dated May 9, 1984, filed as Exhibit
10.5 to Registrant's Form 10-K for the year ended
December 31, 1994, is incorporated by reference.
10.6(1) Severance Benefit Agreement between the Company and
Robert A. Jefferies, Jr. dated May 9, 1984, filed as
Exhibit 10.6 to Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated by
reference.
10.7(1) Reference is made to Appendix B to Registrant's
definitive Proxy Statement dated March 27, 1997, used
in connection with Registrant's Annual Meeting of
Shareholders held on May 14, 1997, for a copy of the
Company's 1989 Flexible Stock Plan, as amended, which
is incorporated by reference.
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
Sequential
Exhibit No. Document Description Page No.
----------- -------------------- ----------
<C> <S> <C>
10.8(1) Summary description of the Company's Key Management
Incentive Compensation Plan.
10.9(1) Reference is made to Appendix B to Registrant's
definitive Proxy Statement dated March 31, 1999, used
in connection with Registrant's Annual Meeting of
Shareholders held on May 12, 1999, for a copy of the
Company's 1999 Key Officer's Incentive Plan, which is
incorporated by reference.
10.10(1) Description of certain long-term disability
arrangements between Registrant and its salaried
employees.
10.11(1) Form of Indemnification Agreement approved by the
shareholders of Registrant and entered into between
Registrant and each of its directors and executive
officers, filed as Exhibit 10.10 to Registrant's Form
10-K for the year ended December 31, 1995, is
incorporated by reference.
10.12(1) Reference is made to Appendix A to Registrant's
definitive Proxy Statement dated March 27, 1997, used
in connection with Registrant's Annual Meeting of
Shareholders held on May 14, 1997, for a copy of the
Company's Director Stock Option Plan, as amended,
which is incorporated by reference.
10.13(1) Leggett & Platt, Incorporated Executive Stock
Purchase Program adopted June 6, 1989 under the
Company's 1989 Flexible Stock Plan, and effective as
of July 1, 1989, as amended.
10.14(1) Revised Employment Agreement between Bob L. Gaddy,
Pace Industries, Inc. and Leggett & Platt,
Incorporated, filed as Exhibit 10.13 to Registrant's
Form 10-K for the year ended December 31, 1996, is
incorporated by reference.
10.15(1) Registrant's Stock Award Program, filed as Exhibit
10.20 of the Registrant's Form 10-K for the year
ended December 31, 1997, is incorporated by
reference.
10.16(1) The Company's Deferred Compensation Program, filed as
Exhibit 10.15 of the Registrant's Form 10-K for the
year ended December 31, 1998, is incorporated by
reference.
10.17(1) The Company's Executive Deferred Stock Program, filed
as Exhibit 10.16 of the Registrant's Form 10-K for
the year ended December 31, 1998, is incorporated by
reference.
10.18(1) Noncompetition Agreement, dated as of May 13,1996
between Bob L. Gaddy and Leggett & Platt,
Incorporated, filed as Exhibit 10.25 to Registrant's
Form 10-K for the year ended December 31, 1996, is
incorporated by reference.
10.19(1) Pace Industries, Inc., Revised and Restated Employee
Incentive Compensation Plan, filed as Exhibit 10.27
to Registrant's Form 10-K for the year ended December
31, 1996, is incorporated by reference.
12 Computation of Ratio of Earnings to Fixed Charges.
21 Schedule of Subsidiaries of Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney executed by members of the
Company's Board of Directors regarding this Form 10-K
and certain registration statements.
27 Financial Data Schedule.
</TABLE>
- --------
(1) Denotes management contract or compensatory plan or arrangement.
42
<PAGE>
EXHIBIT 3.3
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
OF
LEGGETT & PLATT, INCORPORATED
- --------------------------------------------------------------------------------
TO: Honorable Rebecca McDowell Cook
Secretary of State
State of Missouri
Corporation Division
PO Box 778
Jefferson City, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
I.
The present name of the Corporation is Leggett & Platt, Incorporated. The
name under which it was originally organized was Leggett & Platt Spring Bed and
Manufacturing Company.
II.
An amendment to the Corporation's Restated Articles of Incorporation was
adopted by the shareholders on May 12, 1999.
III.
The amendment is as follows:
The introductory paragraph of Article III is amended to read in its
entirety as follows:
"The aggregate number of shares which the corporation shall have the
authority to issue is Six Hundred Million (600,000,000) shares of
Common Stock of One Cent ($.01) par value and One Hundred Million
(100,000,000) shares of Preferred Stock without par value."
IV.
The only class of the Corporation's securities entitled to vote on this
amendment was the Corporation's Common Stock, $.01 par value. Of the
197,803,977 shares of Common Stock, $.01 par value, issued and outstanding,
173,772,729 shares were entitled to vote on the amendment. No outstanding
shares in any class of securities were entitled to vote as a class on the
amendment.
The number of shares of Common Stock, $.01 par value, voted for and against
the amendment was as follows:
<TABLE>
<CAPTION>
No. of Shares Voted For No. of Shares Voted Against No. of Shares Abstained
----------------------- --------------------------- -----------------------
145,869,529 27,449,683 453,517
<S> <C> <C>
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned, Ernest C. Jett, Vice President of
Leggett & Platt, Incorporated, has executed this instrument and Shonna L. Koch,
Assistant Secretary of Leggett & Platt, Incorporated, has affixed its corporate
seal hereto and attested said seal on the 20th day of May, 1999.
(CORPORATE SEAL) LEGGETT & PLATT, INCORPORATED
ATTEST:
/s/ SHONNNA L. KOCH /s/ ERNEST C. JETT
- ------------------------------------ ---------------------------------------
Shonna L. Koch, Assistant Secretary Ernest C. Jett, Vice President
State of MISSOURI )
) ss.
County of JASPER )
I, Valerie L. Day, a Notary Public, do hereby certify that on this 20th day
of May, 1999, personally appeared before me Ernest C. Jett who, being by me
first duly sworn, declared that he is the Vice President of Leggett & Platt,
Incorporated, that he signed the foregoing documents as Vice President of the
Corporation, and that the statements therein contained are true.
(Notarial Seal) /s/ VALERIE L. DAY
----------------------------------------
Notary Public
My Commission Expires: 6/27/2000
<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
RESTATED AND AMENDED EMPLOYMENT AGREEMENT
BETWEEN
HARRY M. CORNELL, JR.
AND
LEGGETT & PLATT, INCORPORATED
This Amendment No. 1 to the Restated Agreement is made as of January 1,
1999 by Leggett & Platt, Incorporated (the "Company") and Harry M. Cornell, Jr.
(the "Executive").
RECITALS
--------
The Company and the Executive entered into a Restated and Amended
Employment Agreement as of August 14, 1996 (collectively, the "Employment
Agreement"). The Company and the Executive now desire to amend the Employment
Agreement as set out below.
AGREEMENT
---------
NOW, THEREFORE, for good and valuable consideration, the Company and the
Executive agree as follows:
1. Section 1 (Employment) of the Employment Agreement, first paragraph,
is hereby amended to read in its entirety as follows:
1. Employment
----------
The Company hereby reaffirms its employment of the Executive as its
Chairman of the Board and Chief Executive Officer, and the
Executive hereby confirms his employment in that capacity.
Beginning on May 13, 1999, the Executive shall no longer be the
Chief Executive Officer of the Company, but shall remain as
Chairman of the Board (if so elected by the Board), Chairman of the
Executive Committee (if so elected by the Board) and an employee of
the Company.
2. Section 2.1 (Term) of the Employment Agreement is hereby amended to
read in its entirety as follows:
2. Term
----
The term of this Restated Agreement commenced on May 9, 1979 and
shall end on May 10, 2000, unless terminated earlier in accordance
with
<PAGE>
the provisions of this Restated Agreement. Upon mutual agreement
between the Executive and the Company, the term of this Restated
Agreement may be extended for an additional one-year period.
3. Section 3 (Duties and Authority) of the Employment Agreement is hereby
amended to add a new paragraph at the end of such Section that reads as
follows:
Notwithstanding the foregoing, beginning on May 13, 1999, (i) the
Executive shall no longer be required to devote his full business time
to the affairs of the Company nor shall he be prohibited from devoting
substantial time to personal business interests, (ii) the Executive
shall no longer serve as the Chief Executive Officer of the Company,
and (iii) the discretion and control exercised by the Board after such
date shall be such as is exercised by a board of directors over a
chairman of the board.
4. Section 4.1 (Base Salary) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
Notwithstanding the foregoing, beginning May 13, 1999, the Executive
shall be paid salary at an annual rate of $600,000 and the provisions
of paragraph 1 of this Section 4.1 shall no longer be applicable after
such date.
5. Section 4.2 (Annual Cash Bonus) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
Beginning on May 13, 1999, the Executive shall no longer be entitled
to earn an incentive cash bonus. However, he shall be entitled to a
prorated incentive bonus for 1999 payable in February 2000 based on
such May 13, 1999 date (i.e. 132 days out of a 365-day year). In
addition, Executive shall be entitled to a guaranteed bonus at an
annual rate of $400,000 beginning on May 13, 1999 (which shall be paid
in equal bi-weekly installments).
6. Section 4.3 (Vacations; Other Benefits) of the Employment Agreement,
paragraph 3, is hereby amended by deleting the phrase "or Chief Executive
Officer of the Company."
7. Section 8 (Executive's Option to Terminate Agreement) of the
Employment Agreement, paragraph (a), is hereby amended by deleting the
phrase "or Chief Executive Officer of the Company."
8. Section 9 (Consulting Agreement) of the Employment Agreement,
paragraph (c), is hereby amended to read in its entirety as follows:
<PAGE>
(c) In consideration for the consulting services to be rendered by
the Executive, the Company shall pay the Executive during the
first and second years of consultation an amount equal to 100%
and 75%, respectively, of the total compensation ("Total
Compensation") accrued by the Company for services rendered by
the Executive during 1998. Total Compensation shall be computed
in the manner described in Section 6.3.
9. Section 9 (Consulting Agreement) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
The Executive shall be entitled to defer receipt of future consulting
payments. The deferral election may be made under the Company's
Deferred Compensation Program, or, if the Executive is not then
eligible to participate in the Deferred Compensation Program, such
other program with substantially the same economic benefits as are
available under the Deferred Compensation Program.
IN WITNESS WHEREOF, the Company and the Executive have signed this Amendment No.
1 as of the date first above written.
Executive Leggett & Platt, Incorporated
/s/ HARRY M. CORNELL, JR. By: /s/ ERNEST C. JETT
- ------------------------- -------------------------
Harry M. Cornell, Jr.
Name: Ernest C. Jett
-----------------------
Title: Vice President
-----------------------
<PAGE>
EXHIBIT 10.3
EMPLOYMENT AGREEMENT
--------------------
BETWEEN
-------
ROBERT A. JEFFERIES, JR.
------------------------
AND
---
LEGGETT & PLATT, INCORPORATED
-----------------------------
SECTION PAGE
- ------- ----
Recitals
1. Employment
2. Term
2.1 Initial Term
2.2 Extension of Term
2.3 Early Termination
3. Duties and Authority
4. Compensation
4.1 Base Salary
4.2 Annual Cash Bonus
4.3 Vacations; Other Benefits
5. Expenses
6. Disability
6.1 Definition of "Totally Disabled"
6.2 Coordination of Disability Payments
and Base Salary
7. Executive's Option to Terminate Agreement
8. Consulting Agreement
9. Termination of Employment
9.1 Termination by the Company for Cause
9.2 Termination by the Company Without Cause
9.3 Termination by Executive
10. Confidential Information
11. Nonassignability
12. Miscellaneous
12.1 Waivers
12.2 Notices
12.3 Survival of Provisions
12.4 Severance Benefit Agreement
<PAGE>
EXHIBIT 10.3
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 7, 1990
(the "Effective Date") by Leggett & Platt, Incorporated, a Missouri corporation
(the "Company"), and Robert A. Jefferies, Jr., residing in Joplin, Missouri (the
"Executive").
RECITALS
--------
A. The Executive has been employed by the Company since 1977. Over this
period the Executive's services have contributed materially to the successful
operation of the Company's business.
B. The Company desires that the Executive remain in the employment of the
Company and accordingly the Compensation Committee of the Board of Directors of
the Company has recommended the execution of this Agreement and the full Board
has authorized the execution of the same.
AGREEMENT
---------
NOW, THEREFORE, for good and valuable considerations, the Company and the
Executive do agree as follows:
1. Employment
The Company hereby employs the Executive as Senior Vice President, General
Counsel and Secretary as well as Director of Mergers and Acquisitions and
Strategic Planning and the Executive hereby accepts employment in these
capacities. However, the Board may from time to time during the term hereof
elect to have the Executive serve in additional executive capacities at the
Senior Vice Presidential level or above and upon any such election the Executive
shall so serve.
The Executive's employment under this Agreement is subject to the terms and
conditions set out below and will be carried out at the Company's principal
executive offices wherever the same may be situated from time to time. However,
the Executive acknowledges that the nature of his employment may require
substantial domestic and international travel from time to time.
2. Term
2.1 Initial Term
The initial term of this Agreement shall begin on the Effective Date and
shall end on November 6, 1995.
2.2 Extension of Term
Following the initial term, this Agreement shall continue until it is
terminated by either party upon at least five years prior notice to the other
(which notice may be given at any time during the initial term or thereafter) or
until December 31, 2006, whichever occurs first.
2.3 Early Termination
The term of this Agreement as provided for in Section 2.1 and 2.2 may be
shortened only by reason of (i) the Executive's Total Disability, (ii) the
Executive's death, (iii) the mutual agreement of the parties or (iv) the other
reasons provided below (e.g. Sections 7 and 9).
3. Duties and Authority
<PAGE>
The Executive shall devote his full business time to the affairs of
the Company. However, this shall not be deemed to prevent the Executive from
devoting such time (which shall not be substantial in the aggregate) to personal
business interests that do not unreasonably interfere with the performance of
the Executive's duties hereunder.
The Executive shall use his best efforts, skills and abilities to
promote the Company's interests; shall serve as a director if so elected by the
stockholders of the Company; and shall perform such duties at the Senior Vice
Presidential level or above as are provided for in Section 1 (first sentence)
and as may be hereafter assigned to him by the Board or the Chief Executive
Officer. The direction and control exercised by the Board and the Chief
Executive Officer shall be such as is customarily exercised by the Board and the
Chief Executive Officer over an executive at the Senior Vice Presidential level
or above. The Executive shall report to the Chief Executive Officer of the
Company.
4. Compensation
4.1 Base Salary
On the Effective Date the Executive is being paid a base salary
at an annual rate of $175,000. This base salary rate shall continue to on or
about April 1, 1991.
On or before April 1, 1991 and on or before April 1 of each
succeeding year during the term of this Agreement, the Compensation Committee of
the Board shall appraise the Executive's performance during the previous
calendar year, taking into account such factors as it deems appropriate. As a
result of such appraisal, the then annual base salary of the Executive shall be
increased (but may not be decreased) by such amount as the Compensation
Committee determines is fair, just and equitable; provided, however, the
percentage increase in the Executive's base salary shall always be at least
equal to the then latest percentage increase over the previous year in the
aggregate annual base salaries of the Company's five highest paid officers other
than the Executive and the Chief Executive Officer of the Company. In computing
this percentage increase the Compensation Committee shall ignore that part of
any base salary increase attributable in the Committee's reasonable judgment to
additional responsibilities assumed or to be assumed by any of such five highest
paid officers. Also in computing the percentage increase the Compensation
Committee shall make equitable adjustments in its computations so that the
Executive will not be prejudiced by any reduction in the responsibilities of any
of such five highest paid officers implemented during the immediately preceding
year or to be implemented in the immediately following year.
All salary increases under this section will be made as of the
beginning of the first payroll period immediately following the appraisal in
question.
The Executive's base salary shall be paid in equal installments,
at monthly or more frequent intervals.
4.2 Annual Cash Bonus
For the year 1990, the Executive shall be entitled to earn a cash
bonus of up to 40% of the Executive's annualized base salary as of December 31,
1990. The exact amount of this bonus shall be computed under the 1990 incentive
compensation guidelines issued pursuant to the Leggett & Platt, Incorporated Key
Management Incentive Compensation Plan (the "Incentive Compensation Plan") and
approved by the Compensation Committee on February 14, 1990.
For the year 1991, and each succeeding year during the term of
this Agreement, the Executive shall be entitled to earn a cash bonus computed in
accordance with such Incentive Compensation Plan guidelines as are approved by
the Compensation Committee for that year. The Compensation Committee shall be
entitled to amend or supplement the guidelines from time to time whenever the
Committee deems this to be in the best interests of the stockholders of the
Company.
<PAGE>
However, no amendment or supplement shall result in adversely affecting the
relative bonus position the Executive holds for the year 1990 vis-a-vis the
bonuses that may be earned for 1990 by the five highest paid officers of the
Company other than the Executive and the Chief Executive Officer of the Company.
In determining if any prohibited adverse effect may occur the parties shall
ignore any increase in bonuses for 1991 or later years attributable in the
Compensation Committee's reasonable judgment to additional responsibilities
assumed or to be assumed by any of the officers of the Company.
If the Executive's employment under this Agreement is properly
terminated as of a date before December 31, then the Executive shall be paid a
prorated bonus for the year of termination. This prorated bonus shall bear the
same ratio to the actual bonus the Executive would have earned with respect to
the full year under the Incentive Compensation Plan as the number of days this
Agreement is enforce during such year bears to 365. Any prorated bonus shall be
paid when the other annual bonuses are paid to Company officers. The preceding
provisions of this paragraph shall not be applicable if the Executive's
employment is terminated under any of the circumstances described in Sections
9.1, 9.2 or 9.3 below. In these latter circumstances all or a portion of the
annual bonus will be payable only if and to the extent provided for in or
contemplated by Sections 9.1, 9.2 or 9.3, as the case may be.
4.3 Vacations; Other Benefits
The Executive shall be entitled to four weeks vacation in each
calendar year with full pay and allowances.
In addition to the salary, bonus and any other payments to be
made under this Agreement, the Executive shall be entitled to participate in any
insurance, pension, profit sharing, stock bonus, stock option, stock purchase or
other benefit plan of the Company now existing or hereafter adopted for the
benefit of officers of the Company or the employees of the Company generally.
The Company shall provide office space, secretarial assistance,
supplies and equipment fully adequate to enable the Executive to perform the
services contemplated by this Agreement.
The Company shall provide the Executive with appropriate
perquisites at least comparable to those provided to the Executive on the
Effective Date hereof and, in all events, equal to such perquisites as may be
made available from time to time to the Company's other officers.
5. Expenses
The Company shall pay or reimburse the Executive for all reasonable
transportation, hotel, living and related expenses incurred by the Executive on
business trips away from the Company's principal office and for all other
business and entertainment expenses reasonably incurred by him in connection
with the business of the Company and its subsidiaries.
6. Disability
6.1 Definition of "Totally Disabled"
The Executive shall be deemed "Totally Disabled" if he is unable,
for a continuous period of six or more months, to perform substantially all of
the material personal services to be rendered by him under this Agreement.
During the continuance of any Total Disability of the Executive, the Board may
elect to terminate this Agreement by Board resolution delivered to the
Executive. Thereupon this Agreement shall terminate 60 days following delivery
of the Board resolution, it being understood that the Executive's cash
compensation and other benefits shall continue in full force until the date of
termination.
6.2 Coordination of Disability Payments and Base Salary
<PAGE>
From time to time during the term of this Agreement the Executive
may receive "Disability Payments" as defined in this Section even though the
Executive is not "Totally Disabled" as that term is defined in Section 6.1 of
this Agreement. In such instances the Executive's base salary shall be reduced
dollar for dollar by the Disability Payments received by the Executive. As used
herein "Disability Payments" are payments made to the Executive:
(a) which are attributable to premiums paid by the Company under
any Company sponsored group disability plan;
(b) under any disability income policy owned by the Executive
provided the Company has reimbursed the Executive for the
premium on such policy either through a special bonus or
otherwise; and
(c) under Social Security or any other governmental disability
income program.
7. Executive's Option to Terminate Agreement
Not later than six months after the occurrence of any of the following
events the Executive may elect to terminate this Agreement by sending notice of
termination to the Company:
(a) The Executive shall not be elected and continue as director of
the Company (it being understood that Section 7(a) shall become
applicable only if and after the Executive is first elected a
Director of the Company and that nothing in this Agreement
requires the Board of Directors to nominate the Executive for
election as a Director of the Company);
(b) A public tender offer is made for the shares of the Company which
is opposed by the Board and the offeror acquires at least 40% of
the outstanding common shares of the Company or a proxy contest
is waged which is opposed by the Board and the person waging the
contest acquires a working control of the Company;
(c) Following a change in control whether by a tender offer or proxy
contest as described in Subsection (b) above or otherwise the
Company is merged or consolidated with another corporation;
(d) Following (i) a "Change in Control" as defined in Section 1 of
the Severance Benefit Agreement or (ii) a Change in Ownership or
Control as defined in Section 9.2 of this Agreement, the Company
is dissolved; or
(e) Following (i) Change in Control as defined in Section 1 of the
Severance Benefit Agreement or (ii) a Change in Ownership or
Control as defined in Section 9.2 of this Agreement,
substantially all of the assets of the Company are sold to any
other person.
The Executive's employment obligations under this Agreement shall
terminate on the date of termination specified in the Executive's notice to the
Company, which date (except as provided in the next sentence) must be within
sixty days of the date of the notice. The date of termination under any notice
delivered pursuant to Section 7(a) must be at least three months from the date
of the notice.
As used in this Section 7 and elsewhere in this Agreement, the term
"Severance Benefit Agreement" means the Severance Benefit Agreement dated May 9,
1984 between the Company and the Executive as such Agreement may hereafter be
amended, restated or superseded.
<PAGE>
8. Consulting Agreement
Upon any termination of the Executive's employment under Section 7(b)
the Executive may elect within 120 days after termination of employment to
arrange to render consulting services to the Company on the terms and conditions
set out in this Section. The Executive shall be entitled to make the election
provided for in the immediately preceding sentence only if the Executive
concurrently forfeits his right to receive benefits under Sections 3 and 5 of
the Severance Benefit Agreement.
Beginning on the first day of the first month immediately following
the election under this Section and continuing for two years thereafter, the
Executive shall render such consulting services to the Company as the latter may
reasonably request from time to time. Consulting services shall be limited to
the Executive's consideration, review and/or rendering of advice regarding plans
or ideas or specific limited questions or problems proposed by the Company and
consultation on any major matters of policy affecting the Company, it being
understood that none of the foregoing is to generate substantial research,
travelling or deliberation time by the Executive.
In consideration for the consulting services rendered by the
Executive, the Company shall pay the Executive during the first and second years
of consultation an amount equal to 100% and 75%, respectively, of the total cash
compensation (including base salary and bonuses) earned by the Executive from
the Company with respect to the year immediately preceding the Executive's
termination of employment. The amount required to be paid each year shall be
paid in twelve equal monthly installments on the first day of each month in
advance. In addition the Company shall promptly pay or reimburse the Executive
for all out-of-pocket costs incurred by him in rendering consulting services
under this section.
9. Termination of Employment
9.1 Termination by the Company For Cause
The Company may terminate this Agreement by discharging the
Executive for cause and upon such termination shall be relieved of all further
liability hereunder. The term "for cause" shall be limited to the following
events:
(a) The Executive's conviction of any crime involving money or
other property of the company or any of its subsidiaries or
of any other crime (whether or not involving the Company or
any of its subsidiaries) that constitutes a felony in the
jurisdiction involved; or
(b) The Executive's continued, repeated, willful violations of
specific written directions of the Board or the Company's
Chief Executive Officer (or the board of any subsidiary of
the Company of which the Executive is an officer), which
directions are consistent with this Agreement and which
violations continue following the Executive's receipt of
such written directions; or
(c) The Executive's continued, repeated, willful failure to
perform his duties hereunder; provided, however, that no
discharge shall be deemed for cause under this subsection
(c) unless the Executive first receives written notice from
the Board or the Company's Chief Executive Officer (or of
the board of any subsidiary of the Company of which the
Executive is an officer) advising the Executive of the
specific acts or omissions alleged to constitute a failure
to perform his duties, and such failure continues after the
Executive shall have had a reasonable opportunity to correct
the acts or omissions so complained of.
9.2 Termination by the Company Without Cause
<PAGE>
The Company may, subject to the next following paragraph of this
Section, terminate this Agreement by discharging the Executive without cause
(for example, because of disagreements between the Executive and the Chief
Executive Officer or the Board with respect to policy matters). In the event of
a discharge without cause under this Section, the Executive shall continue to be
compensated during the "Compensation Period" (as herein defined) with the full
base salary, annual cash bonus and other benefits provided for in this
Agreement. Moreover the Executive shall have no obligation to minimize costs to
the Company by accepting any employment offered by others and may accept or
reject such employment in his sole discretion. The obligation of the Company to
make the payments and provide the benefits called for in this Agreement during
the Compensation Period shall be subject to reduction only by payments actually
made or benefits actually furnished to the Executive for services rendered
during such Compensation Period for another employer. The term "employer" as
used in the preceding sentence shall include any business hereafter formed by
the Executive and/or in which he owns an interest. The term "Compensation
Period" shall mean (i) the 5 year period measured from the date the Executive is
discharged without cause or (ii) the period from such discharge date to December
31, 2006, whichever is shorter; provided, however, if the Executive dies prior
to the time the Compensation Period would otherwise terminate, then in such
instance the Compensation Period shall terminate upon the Executive's death and
all payments and benefits provided for in this Section shall thereupon terminate
except that the Executive's estate shall be paid a pro-rated annual cash bonus
as per the procedures set out in the last paragraph of Section 4.2.
The Company's right under this Section to discharge the Executive
without cause may be exercised by the Company only if during the three year
period immediately preceding the date of discharge (the "Measuring Period")
there has been no "Change in Ownership or Control" of the Company. If there has
been any Change in Ownership or Control during such Measuring Period, then
during the three year period following the most recent Change in Ownership or
Control the Company may discharge the Executive only (i) for cause as provided
in Section 9.1 or (ii) as a result of the Executive being totally Disabled as
provided for in Section 6.1.
A "Change in Ownership or Control" shall mean (i) a change in the
ownership of the Company's stock or (ii) a change in the ownership of a
substantial portion of the assets of the Company or (iii) a change in the
effective control of the Company, that is described in or falls within the scope
of Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and
in any Final or Proposed Regulations promulgated thereunder (the "Parachute
Provisions").
A separate Change in Ownership or Control shall be deemed to have
occurred with each occurrence of any change described in or falling within the
scope of the Parachute Provisions. This Agreement pertains to each and every
Change in Ownership or Control, including successive Changes in Ownership or
Control involving the same controlling person(s).
<PAGE>
9.3 Termination by Executive
The Executive in his sole discretion may, notwithstanding any
other provision of this Agreement to the contrary, terminate this Agreement and
discharge his employment with the Company:
(a) for "Good Reason" under Section 2 of the Severance Benefit
Agreement and thereafter receive the "Termination Benefits"
provided for in Section 3 of the Severance Benefit Agreement; or
(b) under the circumstances contemplated by Section 5 of the
Severance Benefit Agreement and thereafter receive the benefits
provided for in such Section 5.
10. Confidential Information
The Executive shall not at any time (whether during the term of this
Agreement or thereafter) disclose to any person any confidential information or
trade secrets of the Company.
If any of the restrictions contained in this section or elsewhere in
this Agreement shall be deemed unenforceable by reason of the extent, duration,
or geographical scope thereof, or otherwise, then the Executive and the Company
contemplate that the appropriate court will reduce such extent, duration,
geographical scope or other provisions hereof, and enforce the restrictions set
out in this section and elsewhere in their reduced form for all purposes in the
manner contemplated hereby.
11. Nonassignability
This Agreement and the benefits hereunder are personal to the Company
and are not assignable by it; provided, however, this Agreement and the benefits
hereunder may be assigned by the Company to any person acquiring all or
substantially all of the assets of the Company or to any corporation into which
the Company may be merged or consolidated. In the event of an assignment of this
Agreement to any person acquiring all or substantially all of the assets of the
Company or to any corporation into which the Company may be merged or
consolidated, the title, responsibilities and duties assigned to the Executive
by such successor person or corporation shall be the title, responsibilities and
duties of an executive officer of such successor person or corporation.
The provisions of this Agreement shall be binding on and inure to the
benefit of the Executive, his heirs, devisees, legatees, successors, executors
and administrators.
12. Miscellaneous
12.1 Waivers
No waiver by either party of any breach or non-performance of
any provision of this Agreement shall be deemed to be a waiver of any preceding
or succeeding breach of non-performance of the same or any other provision of
this Agreement.
12.2 Notices
All notices, waivers, or other communications (herein
collectively "notices") that either party is required or permitted to give
hereunder shall be in writing and delivered as follows:
<PAGE>
If to the Company:
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
If to the Executive:
Robert A. Jefferies, Jr.
2630 East 15th Street
Joplin, Missouri 64804
subject to the right of either party at any time to designate a different
location for the delivery of notices.
12.3 Survival of Provisions
The provisions set out in Sections 8, 10 and 12.4 shall survive
the termination of this Agreement as shall all other provisions hereof which
provide for or contemplate performance by either the Executive or the Company
following the termination of this Agreement.
12.4 Severance Benefit Agreement
The Company shall not take any actions or permit any omissions
which are otherwise contemplated or allowed by this Agreement if such Company
actions or omissions would result in reducing, delaying and/or denying to the
Executive any rights of or benefits payable to the Executive under the Severance
Benefit Agreement.
The Company shall not, with respect to the Executive, take any
actions (e.g. terminate the Executive's employment) or permit any omissions
which are contemplated or allowed by the Severance Benefit Agreement if such
actions or omissions (i) would be inconsistent with or contrary to the
obligations of the Company under this Agreement or (ii) would result in
reducing, delaying or denying to the Executive any rights of or benefits payable
to the Executive under this Agreement.
This Agreement and the Severance Benefit Agreement shall be
interpreted in a manner consistent with each other.
It is the position of the parties that the payments required to
be made to or for the benefit of the Executive under (i) this Agreement, (ii)
the Severance Benefit Agreement or (iii) any other agreement or arrangement
currently existing between the Company and the Executive are not subject to the
excise tax provided for in Section 4999 of the Internal Revenue Code (the
"Excise Tax").
The parties acknowledge the possibility (but do not anticipate)
that the Internal Revenue Service ("IRS") may successfully levy an Excise Tax on
payments to or for the benefit of the Executive under this Agreement, the
Severance Benefit Agreement or other agreements or arrangements which may now or
hereafter exist from time to time between the Company and the Executive
(collectively and severally "Benefit Agreements"). If and Excise Tax is
successfully levied, the Company shall pay to the Executive (at the time of such
levy or, if later, along with and at such times as any payments are made under
the Benefit Agreements) an amount (the "Gross Up Payment") which shall be
sufficient to pay in full (i) the Excise Tax as well as (ii) any income taxes
attributable to the Gross Up Payment. The parties intend that as a result of the
Gross Up Payment all amounts received and retained by or for the benefit of the
Executive under the Benefit Agreements (after the satisfaction of all income and
Excise Taxes) will equal the amount the Executive would have received and
retained (after the satisfaction of all income taxes) if (i) no Gross Up Payment
were paid and (ii) no Excise Tax had been levied on the Executive.
<PAGE>
Any benefits provided to the Executive under this Agreement
will, unless specifically stated otherwise in this Agreement, be in addition to
and not in lieu of, any benefits that may be provided the Executive under his
Severance Benefit Agreement.
IN WITNESS WHEREOF, the Company and the Executive have signed this
Agreement as of the day and year first above written.
ATTEST: LEGGETT & PLATT, INCORPORATED
/s/ ERNEST C. JETT By: /s/ HARRY M. CORNELL, JR.
- ------------------------------------ -----------------------------
Assistant Secretary Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
/s/ ROBERT A. JEFFERIES, JR.
-----------------------------
Robert A. Jefferies, Jr.
<PAGE>
[LETTERHEAD OF LEGGETT & PLATT, INCORPORATED]
ROBERT A. JEFFERIES, JR.
SENIOR VICE PRESIDENT
MERGERS, ACQUISITIONS
AND STRATEGIC PLANNING
EXHIBIT 10.3
January 1, 1993
Mr. Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, MO 64836
Dear Harry:
Today the Board of Directors has elected Tom Sherman as the Company's new
General Counsel and Secretary and taken related action. This, coupled with Bob
Griffin's recently jointed the Company as Director of Mergers, Acquisitions and
Strategic Planning, prompts the need to modify my November 7, 1990 Employment
Agreement with the Company. Accordingly, this will confirm that Section 1,
paragraph 1, first sentence of my Employment Agreement shall henceforth read as
follows:
"The Company hereby employs the Executive as Senior Vice President,
Mergers, Acquisitions and Strategic Planning and as counsel, and the
Executive hereby accepts employment in these capacities (it being
agreed that the Company's General Counsel and Secretary shall report
to the Executive)."
As modified above, my Employment Agreement will continue in full force in
accordance with its terms.
Please confirm by signing and returning to me one original of this letter
agreement (the other original is for the Company's permanent records). Thank
you.
Sincerely,
/s/ ROBERT A. JEFFERIES, JR.
Robert A. Jefferies, Jr.
RAJj/nlt
AGREED:
LEGGETT & PLATT, INCORPORATED
By: /s/ HARRY M. CORNELL, JR.
-------------------------------
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT 10.8
KEY MANAGEMENT INCENTIVE COMPENSATION PLAN
SUMMARY
The Company has a Key Management Incentive Compensation Plan (the "Plan")
which was implemented to provide additional incentive to the participants to
achieve Company objectives. The Plan is administered under the direction of the
Compensation Committee of the Board of Directors.
For participants at profit centers, awards are based on a combination of
(I) profit center achievement of budgeted operating income objectives; (II)
corporate performance as measured by after-tax returns on adjusted average
equity ("ROAAE") and earnings before interest and taxes ("EBIT") returns on
adjusted net assets ("ROANA"); and (III) individual performance. For
participants on the Corporate staff, awards are based on corporate performance
(as defined above in item (II)), except that a 10% discretionary portion is
based on individual performance.
Minimum ROAAE and ROANA levels must be achieved before any part of the
corporate portion of awards is payable. As the Company's performance improves
beyond the established minimums, the size of the participant's bonus increases.
Total bonuses to all plan participants may not exceed 4% of EBIT.
<PAGE>
EXHIBIT 10.10
The Registrant makes available a group long-term disability insurance
program to substantially all salaried employees. The Registrant pays one-half
of the premium and the employee pays one-half of the premium.
In addition to this group long-term disability program, the Registrant has
arranged for individual long-term disability policies for approximately 60
officers and management employees.
The group long-term disability and individual executive policies together
are designed to replace, in times of disability, between 90% and 100% of the
base salary of the employee (excluding incentive compensation).
<PAGE>
EXHIBIT 10.13
LEGGETT & PLATT, INCORPORATED
EXECUTIVE STOCK PURCHASE PROGRAM
(Adopted on June 6, 1989 and Effective as of July 1, 1989,
Including Amendments Through October 9, 1998)
1. Establishment of Program. Pursuant to the terms of the Company's 1989
Flexible Stock Plan ("Plan"), the Flexible Stock Plan Committee ("Plan
Committee") hereby establishes the Leggett & Platt, Incorporated Executive Stock
Purchase Program ("Program"). Under the Program, certain Employees will be
granted cash awards ("Cash Awards") which will be subject to the terms and
conditions contained in this Program. Each Cash Award shall be evidenced by a
Cash Award Agreement between the Company and the Participant ("Cash Award
Agreement"). All capitalized terms used in this Program and in any Cash Award
Agreement shall, unless otherwise provided, have the same meaning as in the
Plan.
2. Administration. Under the Plan, the Plan Committee is responsible for
overall administration of the Plan. The Plan Committee has full power and
authority to:
(a) Determine the individuals to whom Benefits are granted under the
Plan and the time, type, amount, terms and conditions of all Benefits granted
under the plan;
(b) Convert, modify or accelerate any Benefit or waive any condition
applicable to a Benefit; and
(c) Delegate its authorities to any employee, employees or committee
except with respect to Benefits for persons who are subject to Section 16 of the
Securities
<PAGE>
Exchange Act of 1934 and rules and regulations promulgated thereunder (Section
16 Persons").
Except with respect to Section 16 Persons, the Plan Committee has delegated its
authorities with respect to the Program to a Management Committee ("Management
Committee") which presently consists of Harry M. Cornell, Jr., Felix E. Wright,
Michael A. Glauber, John Hale and Ernest C. Jett. The Plan Committee shall
retain all of its authorities with respect to the participation of Section 16
Persons in the Program.
3. Eligibility. The Plan Committee shall determine which Section 16 Persons
are eligible to participate in the Program. The Management Committee shall
determine all other persons who are eligible. It is contemplated that
eligibility will generally be limited to Employees who are "highly compensated
employees" under Section 414(q) of the Code.
4. Plan Committee and Management Committee. Unless expressly otherwise
provided, in the following portions of this Program, the term "Committee" shall
mean the Plan Committee with respect to Benefits and other matters relating to
Section 16 Persons in the Program and shall mean the Management Committee with
respect to Benefits and other matters relating to all other Participants in the
Program.
5. Condition Precedent to Award. Each Cash Award is conditioned upon the
Participant's agreement to contribute an amount ("Participant's Contribution")
to the Company's 1989 Discount Stock Plan ("Discount Plan"). The maximum
Participant's Contribution shall be the greater of (a) the Participant's
contribution, if any, to the Company's Employee Stock Purchase/Stock Bonus Plan
("SP/SB Plan") for 1988 or, if the Participant participated in the Company's
special match arrangement in 1988, the
<PAGE>
maximum amount the Participant would have been permitted to contribute to the
SP/SB Plan for 1988 if he had been a participant in the SP/SB Plan in 1988 or
(b) 5.7% of the Participant's Compensation for the Fiscal Year (as defined
below) in excess of $18,000 (which $18,000 amount may be increased by the
Committee for Fiscal Years after 1989). For purposes of the preceding sentence,
a participant's "compensation for the Fiscal Year" shall include remuneration
for such Fiscal Year which would have been received in cash but for the
Participant's election to (a) defer such remuneration in accordance with the
terms of any deferred compensation agreement between the Participant and the
Company or any deferred compensation plan or program of the Company (other than
one which meets the requirements of Section 401(a) and Section 401(k) of the
Code) which covers the Participant or (b) receive a discount stock option in
lieu of such remuneration in accordance with the terms of any stock option
agreement between the Participant and the Company or any stock option plan or
program of the Company. Any subsequent cash remuneration or non-cash benefits
derived from amounts considered as compensation by virtue of the preceding
sentence shall not be considered compensation even if includible in the
Participant's gross income or deductible by the Company as such. A discount
stock option is a stock option with an exercise price below the fair market
value of the stock on the date the option is granted. The Participant's
Contribution shall be set forth in the Cash Award Agreement and shall be made in
the number of installments, in the amounts and/or percentages, and over the time
period set forth in the Cash Award Agreement. The Participant's Contribution
shall be used to purchase Common Stock under, and in accordance with the terms
of, the Discount Plan. A Participant may cease or resume making his
Participant's Contribution and decrease or increase the amount of
<PAGE>
his Participant's Contribution only with the consent of the Committee, or if and
to the extent permitted by guidelines adopted by the Committee.
[SECTION 5 AMENDED 9/30/94]
6. Cash Award. Each Cash Award shall be (a) an amount (net of any "gross
up" described below) equal to 50% of the Participant's Contribution ("Basic
Award") plus (b) (subject to the provisions of paragraph 13) an additional
amount (net of any "gross up" described below) as provided hereafter. Said
additional amount ("Additional Award") shall be equal to 50% of the
Participant's Contribution if the Company meets an earnings target of a return
on adjusted average equity of 12.5%. Should the Company fail to achieve the
above-referenced earnings target but still have net earnings for the Fiscal
Year, said Additional Award shall be equal to a percentage of Participant's
Contribution that is the same percentage as is granted for such fiscal year as
an additional contribution under Section 3.02 of the Company's Restated Employee
Stock Purchase/Stock Bonus Plan.
Subject to the provisions of paragraph 13: each Basic Award shall be
payable at the times and in the amounts set forth in the applicable Cash Award
Agreement; and each Additional Award shall be payable on or about the date set
forth in the applicable Cash Award Agreement. A Cash Award may include a "gross
up" determined by the Committee which shall reimburse the Participant for some
or all of the federal and state income taxes applicable to such Cash Award. The
provisions of paragraph 7 shall be applicable only to the portion of the Basic
Award and Additional Award in excess of the gross up.
[SECTION 6 AMENDED 11/13/91]
<PAGE>
7. Investment of Award. Each Basic Award and Additional Award shall be
contributed by the Company to the Discount Plan on behalf of the Participant and
used to purchase Common Stock for the Participant under the Discount Plan.
8. Other Conditions of Award. The grant of each Cash Award may, at the
Committee's discretion, be subject to the following additional conditions:
(a) Reinvestment of Dividends. All cash dividends on Common Stock
purchased through this Program, including shares purchased with the
Participant's Contributions, Cash Awards, interest and prior dividend
reinvestment, shall be used to purchase Common Stock to the extent permitted by
the Discount Plan. At the Participant's option, the amount of dividends to be
reinvested shall be net of federal and state income tax withholding. The amount
of such withholding shall be determined by the Committee in accordance with
procedures established by the Committee. (The Common Stock purchased with the
Participant's Contribution, the Cash Award and reinvested dividends is
collectively called the "Purchased Common Stock.")
(b) Stock Not Transferable. Except as otherwise provided in paragraph
21, Purchased Common Stock may not be transferred, pledged or otherwise disposed
of by the Participant until it is no longer subject to repurchase pursuant to
paragraph 20 and until the earlier of (i) the Participant's death, total and
permanent disability, retirement, or other termination of employment or (ii)
such time as the Committee shall determine.
[SECTION 8(b) AMENDED 9/30/94]
(c) Possession and Restriction. Until Purchased Common Stock is no
longer nontransferable, certificates for such Common Stock may be held by such
person
<PAGE>
or entity as the Committee shall select and may be marked with such legend as
the Committee shall determine.
9. No Offering Under Discount Plan. If, at the time any amount is
required by this Program to be used to purchase Common Stock under the Discount
Plan, there is no Offering under the Discount Plan for which the Participant is
eligible or under which he may then purchase Common Stock, such amount (and any
property purchased directly or indirectly with such amount or earnings on, or
proceeds from, such amount or property) shall be invested or held as directed by
the Committee. In such case, for purposes of subparagraphs 8(b) and 8(c) above
and paragraph 10 below, such amount and property (and any property purchased
directly or indirectly with such amount or earnings on, or proceeds from, such
amount or property) shall be considered Purchased Common Stock.
10. Trust or Custodial Account. The Committee shall have the right at any
time to establish a trust, custodial account or other arrangement to hold
certificates for Purchased Common Stock which is nontransferable upon such terms
as it deems appropriate and which are not in conflict with the Plan or this
Program.
11. Adjustment. In the event of any change in the Common Stock of the
Company described in Section 3.3 of the Plan, the Committee shall have the right
to make such amendments to any Cash Award Agreement as it shall deem necessary
to carry out the purposes of this Program.
12. Authority and Further Steps. The Participant's execution of a Cash
Award Agreement shall constitute his authorization for all contributions to be
made on his behalf to the Discount Plan as described in this Program. In
addition to the Cash Award
<PAGE>
Agreement, the Participant shall execute such additional documents and take all
steps as the Committee shall request in order to effectuate the provisions of
this Program.
13. Vesting and Termination of Employment. All shares purchased with Cash
Awards vest after a Participant has five (5) years of "Vesting Service" as
defined below. A year of Vesting Service is defined as (i) any calendar year in
which Participant completes 1,000 hours of service (any hour for which
Participant is paid by the Company, including without limitation hours paid for
vacation, illness or disability) except any year when Participant is eligible to
make contributions to this program or the Employee Stock Purchase/Stock Bonus
Plan but declined to make any such contributions; and (ii) if Participant was
employed by a company or division acquired by the Company, Participant's service
for purposes of vesting will begin on the date of the Company's acquisition.
In the event of termination of the Participant's employment, for any
reason, prior to the withholding and contribution to the Discount Plan of the
Participant's Contribution, the last installment of any Basic Award which is
payable shall be the installment payable on or immediately prior to the date of
the final Participant's Contribution. In the event of termination of the
Participant's employment, for any reason, prior to December 31 of any year, any
Additional Award for that year which has not been paid will be forfeited unless
(a) such termination (i) was because of permanent and total disability or death
or (ii) occurred on or after the Participant attained 60 years of age or
attained 55 years of age and had at least five years of Vesting Service or (b)
the Cash Award Agreement provides otherwise.
[SECTION 13 AMENDED 10/9/98]
<PAGE>
14. Participation in Discount Plan. This Program shall not be deemed to be
an amendment to the Discount Plan nor shall it affect the terms and conditions
of the Discount Plan which are applicable to the Participant's participation in
the Discount Plan. This Program relates solely to the terms and conditions of a
Cash Award granted under the Plan.
15. Assignment. Unless otherwise provided in the Cash Award Agreement, no
Cash Award shall be assignable by the Participant. Subject to the foregoing,
this Program and the Cash Award Agreement shall be binding up and inure to the
benefit of the Company, the Participant and their respective successors,
assigns, heirs and personal representatives.
16. Amendment. The Plan Committee may amend this Program at any time.
However, without the Participant's written consent, no such amendment made
pursuant to this paragraph 16 shall advisedly affect the terms and conditions of
a Cash Award that has previously been granted.
17. No Amendment of Plan. This Program shall not be deemed to be an
amendment of the Plan.
18. Future Grants. Nothing contained in this Program or any Cash Award
Agreement or other document shall require the grant of additional Cash Awards or
any other Benefit under the Plan or prohibit any other Benefit which is granted
from being a different Benefit or from being granted on different and/or
additional terms and conditions than those in this Program.
<PAGE>
19. No Employment Contract. This Program shall not confer upon the
Participant any right of continued employment nor shall it interfere in any way
with the right of the Employer to terminate the Participant's employment at any
time.
20. Option to Repurchase. The Company shall have an option to buy all of a
Participant's Purchased Common Stock (and any property considered Purchased
Common Stock under paragraph 9) that has been purchased with a Cash Award. The
option price shall be $1, and the option must be exercised within 90 days
following the Participant's termination of employment. The above option applies
only to a Participant (a) who is under age 60 when his employment terminates,
(b) who has less than five years of Vesting Service when his employment
terminates and (c) whose employment is terminated for a reason other than
permanent and total disability or death. For purposes of determining a
Participant's length of employment, employment with an Employer prior to the
time that it became an Employer shall be disregarded. The foregoing provisions
of this paragraph 20 may be modified by the Cash Award Agreement.
Notwithstanding the foregoing, in the case of any Participant who is a Section
16 Person, the decision as to whether to exercise the option granted by this
paragraph 20 shall be made solely by the Plan Committee.
[SECTION 20 AMENDED 10/9/98]
21. Permissible Transfer of Stock. Notwithstanding the provisions of
paragraph 8(b), a Participant may transfer Purchased Common Stock which is no
longer subject to the repurchase option under paragraph 20 to a trust
established by the Participant as grantor if the following conditions are
satisfied:
(a) Terms of Trust. The trust must contain the following provisions:
<PAGE>
(i) the Participant must have the right to amend the trust, in
whole or in part;
(ii) the Participant must have the right to revoke the trust, in
whole or in part; and
(iii) during the Participant's lifetime, the income and principal
of the trust may not be distributed or used for the benefit of
any person or entity other than the Participant.
(b) Agreement. The Participant and/or the trustee of the trust must
execute an agreement or agreements which contain such warranties, terms and
conditions as the Committee shall require. In the event that Purchased Common
Stock is transferred to a trust, in accordance with the provisions described
above, it shall remain subject to the terms and conditions of the program but
any reversion of ownership of the Purchased Common Stock from the trust to the
Participant, by full or partial revocation of the trust, distribution of the
Purchased Common Stock, or otherwise, shall not be considered a transfer under
the Program. In addition, in the event of any such transfer, the term
Participant shall, to the extent necessary to carry out the terms of the
Program, mean the trustee of any such trust and/or the trust itself.
[SECTION 21 ADDED 9/30/94]
22. Transfer of Stock Pursuant to Court Order. Notwithstanding the
provisions of paragraph 8(b), a Participant's Purchased Common Stock which is no
longer subject to the repurchase option under paragraph 20 (the "Vested
Purchased Common Stock") may be transferred pursuant to a Qualified Domestic
Relations Order (as defined below) to another person (the "Alternate Payee"). A
Qualified Domestic
<PAGE>
Relations Order is a judgment, decree or order (including approval of a property
settlement agreement) made pursuant to a State domestic relations law (including
a community property law) which provides for the transfer of a Participant's
Vested Purchased Common Stock to the Alternate Payee, contains all information
necessary to permit such transfer, and does not impose a condition on the plan
which would conflict with any Plan provision. Upon the transfer of any Vested
Purchased Common Stock to an Alternate Payee pursuant to a Qualified Domestic
Relations Order, such stock shall no longer be subject to the terms and
conditions of the Plan.
[SECTION 22 ADDED 8/13/97]
<PAGE>
EXHIBIT 12
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in million of dollars)
<TABLE>
<CAPTION>
Year ended
December 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Earnings
Income from continuing operations
before income taxes $ 462.6 $ 395.6 $ 333.3 $ 249.7 $ 220.6
Interest expense (excluding
amount capitalized) 43.0 38.5 31.8 30.0 30.4
Portion of rental expense under
operating leases representative
of an interest factor 8.2 6.7 6.1 5.5 5.1
-------- -------- -------- -------- --------
Total earnings $ 513.8 $ 440.8 $ 371.2 $ 285.2 $ 256.1
-------- -------- -------- -------- --------
Fixed charges
Interest expense
(including amount capitalized) $ 44.0 $ 39.2 $ 32.7 $ 31.0 $ 31.4
Portion of rental expense under
operating leases representative
of an interest factor 8.2 6.7 6.1 5.5 5.1
------- ------- ------- ------- -------
Total fixed charges $ 52.2 $ 45.9 $ 38.8 $ 36.5 $ 36.5
------- ------- ------- ------- -------
Ratio of earnings to fixed charges 9.8 9.6 9.6 7.8 7.0
------- ------- ------- ------- -------
</TABLE>
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
<PAGE>
Exhibit 21
DOMESTIC SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
ARC Specialties, Inc. California 100%
Adcom Wire, a Florida partnership, d/b/a Adcom Wire Company Florida 100%
Ark-Ell Springs, Inc. Mississippi 100%
Beeline Group, Inc. California 100%
Bergen Cable Technology, Inc. Delaware 100%
Bonded Fiber Products, Inc. North Carolina 100%
Cambridge Tool & Mfg. Co., Inc. Massachusetts 100%
Collier-Keyworth, Inc. North Carolina 100%
Crest-Foam Corp. New Jersey 100%
Culp-Gadsden, Inc. Alabama 100%
Design Fabricators, Inc. Colorado 100%
Dresher, Inc. Delaware 100%
Hanes CNC Services Co. North Carolina 100%
Hanes Companies - New Jersey, Inc. Delaware 100%
Hanes Companies, Inc. North Carolina 100%
Indiana Acquisition Corp. Indiana 100%
Jarke Corporation Illinois 100%
L&P Acquisition Company - 18 Delaware 100%
L&P Acquisition Company - 31 Delaware 100%
L&P Acquisition Company - 33 Delaware 100%
L&P Acquisition Company - 35, Inc. Ohio 100%
L&P Acquisition Company - 38 Illinois 100%
L&P Acquisition Company - 41 Delaware 100%
</TABLE>
<PAGE>
Exhibit 21
DOMESTIC SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
L&P Acquisition Company - 43 Delaware 100%
L&P Acquisition Company - 44 Delaware 100%
L&P Acquisition Company - 45 Delaware 100%
L&P Acquisition Company - 8 Delaware 100%
L&P Central Asia Trading Company Delaware 100%
L&P Financial Services Co. Delaware 100%
L&P Holdings One, Inc. Delaware 100%
L&P International Holdings Company Delaware 100%
L&P Manufacturing, Inc. Delaware 100%
L&P Property Management Company Delaware 100%
L&P TexPro, Inc. Delaware 100%
L&P Transportation Co. Delaware 100%
Leaving Taos, Inc. Delaware 100%
Leggett & Platt Asia Marketing, Inc. Delaware 100%
Leggett & Platt Components Company, Inc. Delaware 100%
Leggett & Platt International Development Co. Delaware 100%
Leggett & Platt International Service Corporation Delaware 100%
Leggett & Platt Middle East, Incorporated Delaware 100%
Leggett & Platt Tax Partnership Missouri 100%
Leggett & Platt Turkey, Inc. Delaware 100%
Leggett Partners, L.P. Texas 100%
Leggett Wire Company Delaware 100%
Leggett and Platt International Corporation Missouri 100%
</TABLE>
<PAGE>
Exhibit 21
DOMESTIC SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
MG Loan Company Delaware 100%
Met Displays, Inc. Illinois 100%
Metrock Steel & Wire Company, Inc. Alabama 100%
Miller Manufacturing & Lumber Sales, Inc. Missouri 100%
Nagle Industries, Inc. Michigan 100%
Option Spring Products, LLC Tennessee 100%
Pace Industries, Inc. Arkansas 100%
Parthenon CNC Services Co. Delaware 100%
Pulsar Plastics, Inc. Illinois 100%
Sensible Storage, Inc. Illinois 100%
Steadley Company Missouri 100%
Steiner-Liff Textile Products Co. Delaware 100%
Syd-Ren Industries, Inc. California 100%
Syndicate Systems, Inc. Indiana 100%
Talbot Industries, Inc. Missouri 100%
Tarrant Interiors, Inc. Texas 100%
Vertex Fasteners, Inc. Illinois 100%
Wichita Wire, Inc. Kansas 100%
</TABLE>
<PAGE>
Exhibit 21
FOREIGN SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
1314116 Ontario Inc. Canada 100%
1324912 Ontario Inc. Canada 100%
275390 B.C. Ltd Canada 100%
394382 B.C. Ltd. Canada 100%
394434 B.C. Ltd. Canada 100%
394435 B.C. Ltd. Canada 100%
394446 B.C. Ltd. Canada 100%
515438 B.C. Ltd. Canada 100%
9038-8315 Quebec Inc. Canada 100%
Administradora Soal S.A. de C.V. Mexico 100%
Bizzy Lizzy Limited United Kingdom 100%
Bois Aise de Roberval Inc. Canada 100%
Bois J.L.P. Inc. Canada 100%
Brinmark Limited United Kingdom 100%
Cable Bergen de Mexico, S.A. de C.V. Mexico 100%
Carreiro Holdings, S.A. de C.V. Mexico 100%
Carreiro, S.A. de C.V. Mexico 100%
Comercializadora Soal, S.A. de C.V. Mexico 100%
D.T.A. Comercializaciones, S.A. de C.V. Mexico 100%
De Todo en Alambre de Aguascalientes, S.A. de C.V. Mexico 100%
Eftex Comercial Ltda. Brazil 100%
Etermex, S.A. de C.V. Mexico 100%
Fibras Acolchables, S.A. de C.V. Mexico 100%
</TABLE>
<PAGE>
Exhibit 21
FOREIGN SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
Fides S.r.l. Italy 100%
Gateway (Textiles) Limited United Kingdom 100%
Gateway Holdings Limited United Kingdom 100%
Globe Spring and Cushion Company Limited Canada 50%
ILMA Italia S.r.l. Italy 100%
Impact Wire Products Inc. Canada 100%
Inter-Spring Limited United Kingdom 100%
J.A. Wilson Display Ltd. Canada 100%
John Pring & Son Limited United Kingdom 100%
L and P Mexico, S.A. de C.V. Mexico 100%
L&P (Australia) Acquisition Co. No. 1 Pty Ltd Australia 100%
L&P Automotive Europe GmbH Germany 100%
L&P Denmark Aps Denmark 100%
L&P Europe Limited United Kingdom 100%
L&P Fahrzeug-und Matratzen-Komponenten
Geschaftsfuhrung GmbH Germany 100%
L&P Fahrzeug-und Matratzen-Komponenten GmbH & Co. KG Germany 100%
L&P Netherlands Holdings B.V. The Netherlands 100%
L&P Swiss Holding Company Switzerland 100%
Leggett & Platt (Alberta) Ltd. Canada 100%
Leggett & Platt (Australia) Pty Ltd Australia 100%
Leggett & Platt (Barbados) Ltd. Barbados 100%
Leggett & Platt (Guang Zhou) Co. Ltd. China 100%
Leggett & Platt (Shanghai) Co. Ltd. China 100%
</TABLE>
<PAGE>
Exhibit 21
FOREIGN SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
Leggett & Platt (Southeast Asia) Pte Ltd Singapore 100%
Leggett & Platt Administradora, S.A. de C.V. Mexico 100%
Leggett & Platt Brasil Ltda. Brazil 100%
Leggett & Platt Canada Holdings Ltd. Canada 100%
Leggett & Platt de Guadalajara, S.A. de C.V. Mexico 100%
Leggett & Platt de Mexicali, S.A. de C.V. Mexico 100%
Leggett & Platt de Mexico, S.A. de C.V. Mexico 100%
Leggett & Platt Foreign Sales Corporation Barbados 100%
Leggett & Platt Korea, Ltd. South Korea 100%
Leggett & Platt Ltd. Canada 100%
Leggett & Platt U.K. Limited United Kingdom 100%
Les Bois Blanchet Inc./Blanchet Lumber Inc. Canada 100%
Levi Giesbrecht Holdings Limited Canada 100%
MF Knitting Co. Limited United Kingdom 100%
MF Warping Company Limited United Kingdom 100%
Marsh, Fern & Company Limited United Kingdom 100%
Multilastic Limited United Kingdom 100%
No. 202 Seabright Holdings Ltd Canada 100%
Northeastern Components (International) Ltd. United Kingdom 100%
Pace Industries de Chihuahua, S.A. de C.V. Mexico 100%
Pace Industries de Mexico, S.A. de C.V. Mexico 100%
Panyu Yong Wang Hardware & Plastic Products Ltd. China 100%
Pleasant Valley Remanufacturing Ltd. Canada 100%
</TABLE>
<PAGE>
Exhibit 21
FOREIGN SUBSIDIARIES
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
Pullmaflex A.B. Sweden 100%
Pullmaflex Benelux N.V. Belgium 100%
Pullmaflex International B.V. (Netherlands) Holland 100%
Pullmaflex International Limited United Kingdom 100%
Pullmaflex Japan KK Japan 100%
Pullmaflex U.K. Limited United Kingdom 100%
S R Holbrook Limited United Kingdom 100%
Slotex Inc. Canada 100%
Spruceland Forest Products Inc. Canada 100%
Spuhl AG Switzerland 100%
Spuhl GmbH Germany 100%
Toledo Federungen GmbH Germany 100%
Toledo Fjederindlaeg A/S Germany 100%
Wyn Products Pty Ltd Australia 100%
</TABLE>
<PAGE>
Exhibit 21
RELATED COMPANIES WHICH ARE NOT SUBSIDIARIES OF REGISTRANT
<TABLE>
<CAPTION>
Country or State Percentage of
Name of Organization of Incorporation Voting Interest
- -------------------- ---------------- ---------------
<S> <C> <C>
Craftmatice/Contour Industries, Inc. Delaware 4.9%
GS Technologies Corporation Delaware 10%
L&P Central Asia Trading Company - Moscow
(Representative Office) Russian Federation 100%
Leggett & Platt International Services Corp. - Hong Kong
(Representative Office) Hong Kong 100%
Pace Industries of Mexico, LLC Delaware 51%
Pullmaflex Southern Africa (Pte) Ltd. South Africa 49%
</TABLE>
<PAGE>
EXHIBIT 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements of Leggett & Platt, Incorporated, listed below, of our report dated
February 2, 2000 relating to the financial statements, which appears in the
Annual Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K.
1. Post-Effective Amendment No. 1 to Form S-8, Registration No. 33-15441,
filed August 29, 1989.
2. Form S-8, Registration No. 33-44224, filed November 27, 1991.
3. Form S-8, Registration No. 33-45334, filed January 27, 1992.
4. Form S-8, Registration No. 33-45335, filed January 27, 1992.
5. Form S-8, Registration No. 33-45336, filed January 27, 1992.
6. Post-Effective Amendment No. 1 to Form S-8, Registration No. 33-45334,
filed June 26, 1992.
7. Form S-8, Registration No. 33-67910, filed August 26, 1993.
8. Form S-8, Registration No. 33-54339, filed June 28, 1994.
9. Form S-8, Registration No. 33-54431, filed July 1, 1994.
10. Form S-8, Registration No. 333-69073, filed December 17, 1998.
11. Form S-3, Registration No. 333-78975, filed May 21, 1999.
12. Form S-3, Registration No. 333-89841, filed October 28, 1999.
13. Form S-3, Registration No. 333-90443, filed November 5, 1999.
14. Pre-Effective Amendment No. 1 to Form S-3, Registration No. 333-90443,
filed November 5, 1999.
15. Post-Effective Amendment No. 1 to Form S-3, Registration No. 333-90443,
filed December 23, 1999.
16. Post-Effective Amendment No. 2 to Form S-3, Registration No. 333-90443,
filed February 3, 2000.
17. Post-Effective Amendment No. 3 to Form S-3, Registration No. 333-90443,
filed February 9, 2000.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
March 28, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of
LEGGETT & PLATT, INCORPORATED, a Missouri corporation (the "Corporation"), does
hereby nominate, constitute and appoint Harry M. Cornell, Jr., Felix E. Wright,
David S. Haffner, Michael A. Glauber, Robert A. Jefferies, Jr., and Ernest C.
Jett, or any one of them, his true and lawful attorneys-in-fact, to sign in the
name of and on behalf of the undersigned directors of the Corporation and to
file with the Securities & Exchange Commission ("SEC") the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 and any other
documents or further Amendments to said Annual Report, and to take such other
action, all as said attorneys-in-fact, or any one of them, deem necessary or
advisable to the end that such Annual Report or amendments thereto in respect of
same, shall comply with the Securities Exchange Act of 1934, as amended, and the
applicable rules of the SEC thereunder; and does hereby ratify and confirm all
that said attorneys-in-fact, and each of them, may do by virtue hereof.
Additionally, each of the undersigned directors of the Corporation does
hereby nominate, constitute and appoint Harry M. Cornell, Jr., Felix E. Wright,
David S. Haffner, Michael A. Glauber, Robert A. Jefferies, Jr. and Ernest C.
Jett, or any one of them, his true and lawful attorneys-in-fact, to, from time
to time, sign in the name of and on behalf of the undersigned directors of the
Corporation and file with the SEC Registration Statements with respect to
securities (including the Corporation's common stock, $.01 par value, and the
Preferred Stock Purchase Rights attached to and trading with such Common Stock)
to be sold pursuant to the 1989 Discount Stock Plan, and any other documents or
further Amendments or Post-Effective Amendments to such Registration Statements
(or any previous registration statements filed as respects any of the above-
mentioned Plans) and to take such other action, all as said attorneys-in-fact,
or any one of them, deem necessary or advisable and does hereby ratify and
confirm all that said attorneys-in-fact, and each of them, may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney or
a counterpart hereof, as of the 28th day of March, 2000.
/s/ RAYMOND F. BENTELE /s/ ROBERT A. JEFFERIES, JR.
- -------------------------- --------------------------
Raymond F. Bentele Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE
- -------------------------- --------------------------
Harry M. Cornell, Jr. Alexander M. Levine
/s/ R. TED ENLOE, III /s/ RICHARD L. PEARSALL
- -------------------------- --------------------------
R. Ted Enloe, III Richard L. Pearsall
/s/ RICHARD T. FISHER /s/ DUANE W. POTTER
- -------------------------- --------------------------
Richard T. Fisher Duane W. Potter
/s/ BOB L. GADDY /s/ MAURICE E. PURNELL, JR.
- -------------------------- --------------------------
Bob L. Gaddy Maurice E. Purnell, Jr.
/s/ DAVID S. HAFFNER /s/ ALICE L. WALTON
- -------------------------- --------------------------
David S. Haffner Alice L. Walton
/s/ THOMAS A. HAYS /s/ FELIX E. WRIGHT
- -------------------------- --------------------------
Thomas A. Hays Felix E. Wright
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LEGGETT & PLATT, INCORPORATED FOR THE YEAR ENDED
DECEMBER 31, 1999 (COMMISSION FILE NUMBER 1-7845) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 20600
<SECURITIES> 0
<RECEIVABLES> 559400
<ALLOWANCES> 13300
<INVENTORY> 605800
<CURRENT-ASSETS> 1256200
<PP&E> 1628700
<DEPRECIATION> 713700
<TOTAL-ASSETS> 2977500
<CURRENT-LIABILITIES> 431500
<BONDS> 787400
0
0
<COMMON> 2000
<OTHER-SE> 1644200
<TOTAL-LIABILITY-AND-EQUITY> 2977500
<SALES> 3779000
<TOTAL-REVENUES> 3779000
<CGS> 2758700
<TOTAL-COSTS> 2758700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43000
<INCOME-PRETAX> 462600
<INCOME-TAX> 172100
<INCOME-CONTINUING> 290500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 290500
<EPS-BASIC> 1.46
<EPS-DILUTED> 1.45
</TABLE>
