ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Missouri
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44-0324630
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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No. 1 Leggett Road
Carthage, Missouri
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64836
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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(Amounts in millions)
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March 31,
2016 |
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December 31,
2015 |
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CURRENT ASSETS
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|
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|
||||
Cash and cash equivalents
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$
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250.2
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$
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253.2
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Trade receivables, net
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475.8
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448.7
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Other receivables, net
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55.5
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71.5
|
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Total receivables, net
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531.3
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520.2
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Inventories
|
|
|
|
||||
Finished goods
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255.5
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242.8
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|
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Work in process
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42.7
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42.6
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|
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Raw materials and supplies
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245.9
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241.8
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LIFO reserve
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(22.0
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)
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(22.6
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)
|
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Total inventories, net
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522.1
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|
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504.6
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Other current assets
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38.3
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33.2
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|
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Total current assets
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1,341.9
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1,311.2
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PROPERTY, PLANT AND EQUIPMENT—AT COST
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|
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Machinery and equipment
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1,119.1
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1,099.1
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Buildings and other
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559.8
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548.2
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Land
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40.4
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40.0
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Total property, plant and equipment
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1,719.3
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1,687.3
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|
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Less accumulated depreciation
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1,164.6
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|
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1,146.5
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Net property, plant and equipment
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554.7
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540.8
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OTHER ASSETS
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|
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Goodwill
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817.0
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806.1
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|
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Other intangibles, less accumulated amortization of $128.9 and $139.8 as of March 31, 2016 and December 31, 2015, respectively
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180.3
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188.4
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Sundry
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130.5
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117.2
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Total other assets
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1,127.8
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1,111.7
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TOTAL ASSETS
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$
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3,024.4
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|
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$
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2,963.7
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CURRENT LIABILITIES
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|
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|
||||
Current maturities of long-term debt
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$
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3.5
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$
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3.4
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Accounts payable
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332.1
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307.2
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Accrued expenses
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256.3
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286.7
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Other current liabilities
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88.1
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103.9
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Total current liabilities
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680.0
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701.2
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LONG-TERM LIABILITIES
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Long-term debt
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1,032.0
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941.5
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Other long-term liabilities
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177.1
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184.7
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Deferred income taxes
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44.1
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38.6
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Total long-term liabilities
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1,253.2
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1,164.8
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COMMITMENTS AND CONTINGENCIES
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EQUITY
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Common stock
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2.0
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2.0
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|
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Additional contributed capital
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528.1
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529.5
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|
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Retained earnings
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2,254.4
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2,209.2
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Accumulated other comprehensive loss
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(61.5
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)
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(91.1
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)
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Treasury stock
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(1,643.9
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)
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(1,564.0
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)
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Total Leggett & Platt, Inc. equity
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1,079.1
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1,085.6
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Noncontrolling interest
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12.1
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12.1
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|
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Total equity
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1,091.2
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1,097.7
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TOTAL LIABILITIES AND EQUITY
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$
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3,024.4
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$
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2,963.7
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Three Months Ended
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||||||
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March 31,
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||||||
(Amounts in millions, except per share data)
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2016
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2015
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Net sales
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$
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938.4
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$
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966.2
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Cost of goods sold
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704.8
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748.4
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Gross profit
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233.6
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217.8
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Selling and administrative expenses
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105.1
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97.5
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Amortization of intangibles
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5.1
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5.2
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Goodwill impairment
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—
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4.1
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Other income, net
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(3.7
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)
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(.7
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)
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Earnings from continuing operations before interest and income taxes
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127.1
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|
|
111.7
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Interest expense
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9.2
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|
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11.0
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Interest income
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|
.8
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1.3
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Earnings from continuing operations before income taxes
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118.7
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102.0
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Income taxes
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27.7
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28.7
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Earnings from continuing operations
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91.0
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73.3
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Earnings (loss) from discontinued operations, net of tax
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.1
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(.5
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)
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Net earnings
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91.1
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|
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72.8
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(Earnings) attributable to noncontrolling interest, net of tax
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(1.6
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)
|
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(1.1
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)
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Net earnings attributable to Leggett & Platt, Inc. common shareholders
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$
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89.5
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$
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71.7
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Earnings per share from continuing operations attributable to Leggett & Platt, Inc. common shareholders
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Basic
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$
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.64
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$
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.51
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Diluted
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$
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.63
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$
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.50
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Earnings (loss) per share from discontinued operations attributable to Leggett & Platt, Inc. common shareholders
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Basic
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$
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—
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$
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—
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Diluted
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$
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—
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$
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—
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Net earnings per share attributable to Leggett & Platt, Inc. common shareholders
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Basic
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$
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.64
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$
|
.51
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Diluted
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$
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.63
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$
|
.50
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Cash dividends declared per share
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$
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.32
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$
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.31
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Average shares outstanding
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|
|
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|
||||
Basic
|
|
139.1
|
|
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141.9
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Diluted
|
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141.2
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143.8
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Three Months Ended
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||||||
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March 31,
|
||||||
(Amounts in millions)
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2016
|
|
2015
|
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Net earnings
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$
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91.1
|
|
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$
|
72.8
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Other comprehensive income (loss), net of tax:
|
|
|
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|
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Foreign currency translation adjustments
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22.4
|
|
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(37.8
|
)
|
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Cash flow hedges
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6.5
|
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(1.7
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)
|
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Defined benefit pension plans
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|
.7
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1.3
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|
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Other comprehensive income (loss)
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29.6
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(38.2
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)
|
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Comprehensive income
|
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120.7
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|
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34.6
|
|
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Less: comprehensive (income) attributable to noncontrolling interest
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(1.6
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)
|
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(1.1
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)
|
||
Comprehensive income attributable to Leggett & Platt, Inc.
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$
|
119.1
|
|
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$
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33.5
|
|
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Three Months Ended March 31,
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(Amounts in millions)
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2016
|
|
2015
|
||||
OPERATING ACTIVITIES
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|
|
|
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Net earnings
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$
|
91.1
|
|
|
$
|
72.8
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
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|
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Depreciation
|
21.1
|
|
|
22.5
|
|
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Amortization of intangibles and debt issuance costs
|
7.2
|
|
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7.1
|
|
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Provision for losses on accounts and notes receivable
|
1.2
|
|
|
1.5
|
|
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Writedown of inventories
|
1.6
|
|
|
2.5
|
|
||
Goodwill impairment
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—
|
|
|
4.1
|
|
||
Long-lived asset impairments
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—
|
|
|
1.8
|
|
||
Net gain from sales of assets and businesses
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(2.5
|
)
|
|
(1.5
|
)
|
||
Deferred income tax expense
|
6.0
|
|
|
9.9
|
|
||
Stock-based compensation
|
12.4
|
|
|
12.2
|
|
||
Tax benefits from stock-based compensation payments (See Note 2)
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—
|
|
|
(11.4
|
)
|
||
Other, net
|
(.1
|
)
|
|
4.9
|
|
||
Increases/decreases in, excluding effects from acquisitions and divestitures:
|
|
|
|
||||
Accounts and other receivables
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(4.0
|
)
|
|
(28.5
|
)
|
||
Inventories
|
(13.9
|
)
|
|
(36.8
|
)
|
||
Other current assets
|
1.8
|
|
|
(.1
|
)
|
||
Accounts payable
|
22.2
|
|
|
(5.0
|
)
|
||
Accrued expenses and other current liabilities
|
(32.8
|
)
|
|
(23.9
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
111.3
|
|
|
32.1
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Additions to property, plant and equipment
|
(27.7
|
)
|
|
(21.7
|
)
|
||
Purchases of companies, net of cash acquired
|
(16.4
|
)
|
|
(12.2
|
)
|
||
Proceeds from sales of assets and businesses
|
2.3
|
|
|
6.3
|
|
||
Other, net
|
(5.3
|
)
|
|
(4.8
|
)
|
||
NET CASH USED FOR INVESTING ACTIVITIES
|
(47.1
|
)
|
|
(32.4
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Payments on long-term debt
|
(.6
|
)
|
|
(2.5
|
)
|
||
Additions to long-term debt
|
—
|
|
|
.4
|
|
||
Change in commercial paper and short-term debt
|
81.4
|
|
|
32.8
|
|
||
Dividends paid
|
(43.5
|
)
|
|
(42.7
|
)
|
||
Issuances of common stock
|
1.2
|
|
|
3.5
|
|
||
Purchases of common stock
|
(106.6
|
)
|
|
(63.9
|
)
|
||
Tax benefits from stock-based compensation payments (See Note 2)
|
—
|
|
|
11.4
|
|
||
Other, net
|
(1.7
|
)
|
|
(1.8
|
)
|
||
NET CASH USED FOR FINANCING ACTIVITIES
|
(69.8
|
)
|
|
(62.8
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
2.6
|
|
|
(7.5
|
)
|
||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(3.0
|
)
|
|
(70.6
|
)
|
||
CASH AND CASH EQUIVALENTS—January 1,
|
253.2
|
|
|
332.8
|
|
||
CASH AND CASH EQUIVALENTS—March 31,
|
$
|
250.2
|
|
|
$
|
262.2
|
|
•
|
ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting”: Simplifies the financial reporting of income tax impacts for share-based compensation. We adopted this guidance in the first quarter of 2016:
|
◦
|
All income tax effects of stock-based compensation are now classified within income tax expense, rather than recognizing some of the effects in additional contributed capital. To the extent tax deductions from stock-based compensation payments differ from the compensation cost recognized for financial reporting purposes, the tax effects are recorded as discrete items in that quarter.
|
◦
|
Prospective application was required, and the impact of adopting this new guidance resulted in an additional tax benefit of
$5.8
recorded in the first quarter of 2016.
|
◦
|
This ASU impacted the calculation of the dilutive effect of stock-based compensation on earnings per share, which resulted in an increase in our average diluted shares outstanding of approximately
.5
shares.
|
◦
|
The income tax effects are now classified as cash flow from operations, rather than cash flow from financing activities. We have elected to apply this cash flow classification guidance prospectively.
|
◦
|
Consistent with our past practice, when shares are withheld from the issuance of stock to fund the payment of the employee’s taxes, the payment is classified as a financing activity.
|
◦
|
We have elected to continue to estimate the number of stock-based awards expected to vest, rather than electing to account for forfeitures as they occur.
|
•
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ASU 2016 -02 “ Leases”: Requires that a lessee recognize assets and liabilities on the balance sheet for lease terms of more than 12 months. This ASU will be effective January 1, 2019, and we are evaluating its impact on our future financial statements.
|
•
|
ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs”: Changes the presentation of long-term debt issuance costs in the financial statements to a reduction of the related liability rather than as a separate asset. We adopted this ASU in the first quarter of 2016 and retrospectively reclassified net deferred loan costs associated with
|
•
|
ASU 2014-09 “Revenue from Contracts with Customers”: Supersedes much of the existing authoritative literature for revenue recognition. This ASU will be effective January 1, 2018, and we are evaluating its impact on our future financial statements.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
LIFO benefit
|
|
$
|
—
|
|
|
$
|
5.0
|
|
•
|
Residential Furnishings—components for bedding and furniture, fabric and carpet cushion
|
•
|
Commercial Products—components for office and institutional furnishings, adjustable beds and consumer products
|
•
|
Industrial Materials—drawn steel wire, fabricated wire products and steel rod
|
•
|
Specialized Products—automotive seating components, tubing and sub-assemblies for the aerospace industry, specialized machinery and equipment, and commercial vehicle interiors
|
|
External
Sales
|
|
Inter-
Segment
Sales
|
|
Total
Sales
|
|
EBIT
|
||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Residential Furnishings
|
$
|
481.4
|
|
|
$
|
7.5
|
|
|
$
|
488.9
|
|
|
$
|
47.7
|
|
Commercial Products
|
141.3
|
|
|
20.2
|
|
|
161.5
|
|
|
13.8
|
|
||||
Industrial Materials
|
77.1
|
|
|
80.1
|
|
|
157.2
|
|
|
20.1
|
|
||||
Specialized Products
|
238.6
|
|
|
10.4
|
|
|
249.0
|
|
|
46.3
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
(.8
|
)
|
|||||||
Change in LIFO reserve
|
|
|
|
|
|
|
—
|
|
|||||||
|
$
|
938.4
|
|
|
$
|
118.2
|
|
|
$
|
1,056.6
|
|
|
$
|
127.1
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
||||||||||
Residential Furnishings
|
$
|
506.0
|
|
|
$
|
7.6
|
|
|
$
|
513.6
|
|
|
$
|
52.1
|
|
Commercial Products
|
123.5
|
|
|
17.5
|
|
|
141.0
|
|
|
8.0
|
|
||||
Industrial Materials
|
117.7
|
|
|
101.5
|
|
|
219.2
|
|
|
8.0
|
|
||||
Specialized Products
|
219.0
|
|
|
9.5
|
|
|
228.5
|
|
|
39.3
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
(.7
|
)
|
|||||||
Change in LIFO reserve
|
|
|
|
|
|
|
5.0
|
|
|||||||
|
$
|
966.2
|
|
|
$
|
136.1
|
|
|
$
|
1,102.3
|
|
|
$
|
111.7
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Residential Furnishings
|
$
|
597.7
|
|
|
$
|
623.7
|
|
Commercial Products
|
121.4
|
|
|
110.2
|
|
||
Industrial Materials
|
151.0
|
|
|
186.7
|
|
||
Specialized Products
|
256.6
|
|
|
256.4
|
|
||
Other (1)
|
.6
|
|
|
6.3
|
|
||
Average current liabilities included in segment numbers above
|
481.2
|
|
|
516.6
|
|
||
Unallocated assets (2)
|
1,374.4
|
|
|
1,387.0
|
|
||
Difference between average assets and period-end balance sheet
|
41.5
|
|
|
(123.2
|
)
|
||
Total assets
|
$
|
3,024.4
|
|
|
$
|
2,963.7
|
|
(1)
|
Businesses sold or classified as discontinued operations.
|
(2)
|
Unallocated assets consist primarily of goodwill, other intangibles, cash and deferred tax assets.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
External sales:
|
|
|
|
||||
Commercial Products - Store Fixtures
|
$
|
—
|
|
|
$
|
6.2
|
|
|
|
|
|
||||
Earnings (loss):
|
|
|
|
||||
Commercial Products - Store Fixtures
|
.1
|
|
|
.4
|
|
||
Subsequent activity related to previous divestitures
|
—
|
|
|
(.8
|
)
|
||
Earnings (loss) before interest and income taxes
|
.1
|
|
|
(.4
|
)
|
||
Income tax (expense) benefit
|
—
|
|
|
(.1
|
)
|
||
Earnings (loss) from discontinued operations, net of tax
|
$
|
.1
|
|
|
$
|
(.5
|
)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Net Assets
|
|
Assets
|
|
Liabilities
|
|
Net Assets
|
||||||||||||
Residential Furnishings
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Commercial Products
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||||
Industrial Materials
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
||||||
Specialized Products
|
18.4
|
|
|
2.7
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
25.7
|
|
|
$
|
2.7
|
|
|
$
|
23.0
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Current assets held for sale not associated with discontinued operations (included in "Other current assets") (1)
|
$
|
5.7
|
|
|
$
|
—
|
|
Non-current assets held for sale not associated with discontinued operations (included in "Sundry") (1) (2)
|
20.0
|
|
|
8.4
|
|
||
Total assets held for sale
|
25.7
|
|
|
8.4
|
|
||
|
|
|
|
||||
Current liabilities held for sale not associated with discontinued operations (included in "Other current liabilities") (1)
|
2.7
|
|
|
—
|
|
||
Total liabilities held for sale
|
2.7
|
|
|
—
|
|
||
|
|
|
|
||||
Net assets held for sale
|
$
|
23.0
|
|
|
$
|
8.4
|
|
•
|
CVP businesses related to our Specialized Products segment:
|
◦
|
External sales for the CVP operation that reached held for sale status in the first quarter of 2016 were
$7.5
and
$7.0
, and EBIT was
$1.5
and
$1.0
, for the quarters ended March 31, 2016 and 2015, respectively.
|
◦
|
During the fourth quarter of 2015, we divested another small operation within our CVP business unit. External sales for this business were
$2.8
and EBIT was
$(.3)
for the quarter ended March 31, 2015.
|
•
|
Our Steel Tubing business, which was sold in the fourth quarter of 2015, reached held for sale status in the first quarter of 2015. External sales for this business were
$24.8
and EBIT was
$.8
for the quarter ended March 31, 2015. The Steel Tubing business was part of the Industrial Materials segment.
|
|
Three Months Ended March 31,
|
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
||||||||||||||||||||
|
Goodwill
Impairment
|
|
Other Long-Lived Assets Impairments
|
|
Total Impairments
|
|
Goodwill
Impairment
|
|
Other Long-Lived Assets Impairments
|
|
Total Impairments
|
|
||||||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential Furnishings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.2
|
|
|
$
|
.2
|
|
|
Industrial Materials - Steel Tubing
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
1.4
|
|
|
5.5
|
|
|
||||||
Total continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
1.6
|
|
|
5.7
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subsequent activity related to previous divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.2
|
|
|
.2
|
|
|
||||||
Total discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.2
|
|
|
.2
|
|
|
||||||
Total impairment charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
1.8
|
|
|
$
|
5.9
|
|
|
Excess of Fair Value over Carrying Value as a Percentage of Fair Value
|
March 31, 2016
Goodwill Value
|
|
10-year
Compound
Annual Growth
Rate Range for Sales
|
|
Terminal
Values Long-
term Growth
Rate for Debt-Free Cash Flow
|
|
Discount Rate
Ranges
|
|||||
< 25%
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
25% - 49%
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
50% - 74%
|
595.4
|
|
|
.6% - 7.0%
|
|
|
3.0
|
%
|
|
8.0% - 12.5%
|
|
|
75%+
|
221.6
|
|
|
3.1% - 10.9%
|
|
|
3.0
|
%
|
|
8.0% - 9.0%
|
|
|
|
$
|
817.0
|
|
|
.6% - 10.9%
|
|
|
3.0
|
%
|
|
8.0% - 12.5%
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Earnings:
|
|
|
|
|
||||
Earnings from continuing operations
|
|
$
|
91.0
|
|
|
$
|
73.3
|
|
(Earnings) attributable to noncontrolling interest, net of tax
|
|
(1.6
|
)
|
|
(1.1
|
)
|
||
Net earnings from continuing operations attributable to Leggett & Platt, Inc. common shareholders
|
|
89.4
|
|
|
72.2
|
|
||
Earnings (loss) from discontinued operations, net of tax
|
|
.1
|
|
|
(.5
|
)
|
||
Net earnings attributable to Leggett & Platt, Inc. common shareholders
|
|
$
|
89.5
|
|
|
$
|
71.7
|
|
|
|
|
|
|
||||
Weighted average number of shares (in millions):
|
|
|
|
|
||||
Weighted average number of common shares used in basic EPS
|
|
139.1
|
|
|
141.9
|
|
||
Dilutive effect of stock-based compensation
|
|
2.1
|
|
|
1.9
|
|
||
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
|
141.2
|
|
|
143.8
|
|
||
|
|
|
|
|
||||
Basic and Diluted EPS:
|
|
|
|
|
||||
Basic EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
|
|
|
||||
Continuing operations
|
|
$
|
.64
|
|
|
$
|
.51
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
||
Basic EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
$
|
.64
|
|
|
$
|
.51
|
|
Diluted EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
|
|
|
||||
Continuing operations
|
|
$
|
.63
|
|
|
$
|
.50
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
||
Diluted EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
$
|
.63
|
|
|
$
|
.50
|
|
|
|
|
|
|
||||
Other information:
|
|
|
|
|
||||
Anti-dilutive shares excluded from diluted EPS computation
|
|
—
|
|
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade accounts receivable
|
$
|
484.8
|
|
|
$
|
—
|
|
|
$
|
457.5
|
|
|
$
|
—
|
|
Trade notes receivable
|
1.3
|
|
|
.6
|
|
|
.5
|
|
|
.6
|
|
||||
Total trade receivables
|
486.1
|
|
|
.6
|
|
|
458.0
|
|
|
.6
|
|
||||
Other notes receivable:
|
|
|
|
|
|
|
|
||||||||
Other
|
—
|
|
|
.4
|
|
|
—
|
|
|
.4
|
|
||||
Income tax receivables
|
11.6
|
|
|
—
|
|
|
32.6
|
|
|
—
|
|
||||
Other receivables
|
43.9
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
||||
Subtotal other receivables
|
55.5
|
|
|
.4
|
|
|
71.5
|
|
|
.4
|
|
||||
Total trade and other receivables
|
541.6
|
|
|
1.0
|
|
|
529.5
|
|
|
1.0
|
|
||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Trade accounts receivable
|
(10.2
|
)
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
||||
Trade notes receivable
|
(.1
|
)
|
|
(.2
|
)
|
|
(.1
|
)
|
|
(.2
|
)
|
||||
Total trade receivables
|
(10.3
|
)
|
|
(.2
|
)
|
|
(9.3
|
)
|
|
(.2
|
)
|
||||
Other notes receivable
|
—
|
|
|
(.4
|
)
|
|
—
|
|
|
(.4
|
)
|
||||
Total allowance for doubtful accounts
|
(10.3
|
)
|
|
(.6
|
)
|
|
(9.3
|
)
|
|
(.6
|
)
|
||||
Total net receivables
|
$
|
531.3
|
|
|
$
|
.4
|
|
|
$
|
520.2
|
|
|
$
|
.4
|
|
|
Balance at December 31, 2015
|
|
2016
Charges
|
|
2016
Charge-
offs,
Net of
Recoveries
|
|
Balance at March 31, 2016
|
||||||||
Trade accounts receivable
|
$
|
9.2
|
|
|
$
|
1.2
|
|
|
$
|
.2
|
|
|
$
|
10.2
|
|
Trade notes receivable
|
.3
|
|
|
—
|
|
|
—
|
|
|
.3
|
|
||||
Total trade receivables
|
9.5
|
|
|
1.2
|
|
|
.2
|
|
|
10.5
|
|
||||
Other notes receivable
|
.4
|
|
|
—
|
|
|
—
|
|
|
.4
|
|
||||
Total allowance for doubtful accounts
|
$
|
9.9
|
|
|
$
|
1.2
|
|
|
$
|
.2
|
|
|
$
|
10.9
|
|
|
Three Months Ended
March 31, 2016 |
|
Three Months Ended
March 31, 2015 |
||||||||||||
|
To be settled with stock
|
|
To be settled in cash
|
|
To be settled with stock
|
|
To be settled in cash
|
||||||||
Options:
|
|
|
|
|
|
|
|
||||||||
Amortization of the grant date fair value
|
$
|
.9
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
—
|
|
Cash payments in lieu of options
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.0
|
|
||||
Stock-based retirement plans contributions
|
1.8
|
|
|
.4
|
|
|
2.2
|
|
|
.4
|
|
||||
Discounts on various stock awards:
|
|
|
|
|
|
|
|
||||||||
Deferred Stock Compensation Program
|
.6
|
|
|
—
|
|
|
.6
|
|
|
—
|
|
||||
Stock-based retirement plans
|
.4
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
||||
Discount Stock Plan
|
.3
|
|
|
—
|
|
|
.3
|
|
|
—
|
|
||||
Performance Stock Unit awards (1)
|
1.2
|
|
|
2.2
|
|
|
1.6
|
|
|
2.9
|
|
||||
Restricted Stock Unit awards
|
.8
|
|
|
—
|
|
|
.9
|
|
|
—
|
|
||||
Profitable Growth Incentive awards (2)
|
1.6
|
|
|
1.2
|
|
|
1.9
|
|
|
1.7
|
|
||||
Other, primarily non-employee directors restricted stock
|
.3
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
||||
Total stock-related compensation expense
|
7.9
|
|
|
$
|
4.9
|
|
|
8.4
|
|
|
$
|
6.0
|
|
||
Employee contributions for above stock plans
|
4.5
|
|
|
|
|
3.8
|
|
|
|
||||||
Total stock-based compensation
|
$
|
12.4
|
|
|
|
|
$
|
12.2
|
|
|
|
||||
Tax benefits on stock-based compensation expense
|
$
|
2.9
|
|
|
|
|
$
|
3.2
|
|
|
|
||||
Tax benefits on stock-based compensation payments (See Note 2)
|
5.8
|
|
|
|
|
—
|
|
|
|
||||||
Total tax benefits associated with stock-based compensation
|
$
|
8.7
|
|
|
|
|
$
|
3.2
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
A service requirement—Awards generally “cliff” vest
three
years following the grant date; and
|
•
|
A market condition—Awards are based on our Total Shareholder Return [TSR = (Change in Stock Price + Dividends) / Beginning Stock Price] as compared to the TSR of a group of peer companies. The peer group consists of all the companies in the Industrial, Materials and Consumer Discretionary sectors of the S&P 500 and S&P Midcap 400 (approximately
320
companies). Participants will earn from
0%
to
175%
of the base award depending upon how our Total Shareholder Return ranks within the peer group at the end of the
3
-year performance period.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Total shares base award
|
.1
|
|
|
.2
|
|
||
Grant date per share fair value
|
$
|
40.16
|
|
|
$
|
42.22
|
|
Risk-free interest rate
|
1.3
|
%
|
|
1.1
|
%
|
||
Expected life in years
|
3.0
|
|
|
3.0
|
|
||
Expected volatility (over expected life)
|
19.2
|
%
|
|
19.8
|
%
|
||
Expected dividend yield (over expected life)
|
3.1
|
%
|
|
2.9
|
%
|
Three-Year Performance Cycle
|
||||||||||||||
Award Year
|
|
Completion Date
|
|
TSR Performance
Relative to the Peer Group (1%=Best)
|
|
Payout as a
Percent of the
Base Award
|
|
Number of Shares
Distributed
|
|
Cash Portion
|
|
Distribution Date
|
||
2012
|
|
December 31, 2014
|
|
30th percentile
|
|
157.0%
|
|
.4 million
|
|
$
|
9.9
|
|
|
January 2015
|
2013
|
|
December 31, 2015
|
|
27th percentile
|
|
165.4%
|
|
.4 million
|
|
8.5
|
|
|
January 2016
|
Two-Year Performance Cycle
|
||||||||||||
Award Year
|
|
Completion Date
|
|
Average Payout as a
Percent of the
Base Award
|
|
Number of Shares
Distributed
|
|
Cash Portion
|
|
Distribution Date
|
||
2013
|
|
December 31, 2014
|
|
127.0%
|
|
.1 million
|
|
$
|
3.5
|
|
|
February 2015
|
2014
|
|
December 31, 2015
|
|
224.7%
|
|
.2 million
|
|
$
|
6.7
|
|
|
February 2016
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Accounts receivable
|
$
|
1.3
|
|
|
$
|
3.7
|
|
Inventory
|
4.4
|
|
|
4.9
|
|
||
Property, plant and equipment
|
2.2
|
|
|
1.9
|
|
||
Goodwill (1)
|
3.4
|
|
|
8.4
|
|
||
Other intangible assets
|
7.4
|
|
|
14.8
|
|
||
Current liabilities
|
(1.9
|
)
|
|
(11.1
|
)
|
||
Long-term liabilities
|
(.4
|
)
|
|
(10.4
|
)
|
||
Net cash consideration
|
$
|
16.4
|
|
|
$
|
12.2
|
|
Three Months Ended
|
|
Number of Acquisitions
|
|
Segment
|
|
Product/Service
|
March 31, 2016
|
|
1
|
|
Specialized Products
|
|
Fabricated tubing and pipe assemblies
|
March 31, 2015
|
|
1
|
|
Commercial Products
|
|
Upholstered office furniture
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Components of net pension expense
|
|
|
|
||||
Service cost
|
$
|
1.2
|
|
|
$
|
1.0
|
|
Interest cost
|
2.9
|
|
|
3.3
|
|
||
Expected return on plan assets
|
(3.3
|
)
|
|
(4.2
|
)
|
||
Recognized net actuarial loss
|
1.2
|
|
|
1.5
|
|
||
Net pension expense
|
$
|
2.0
|
|
|
$
|
1.6
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||
|
Total
Equity
|
|
Retained
Earnings
|
|
Common
Stock &
Additional
Contributed
Capital
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
Beginning balance, January 1, 2016
|
$
|
1,097.7
|
|
|
$
|
2,209.2
|
|
|
$
|
531.5
|
|
|
$
|
(1,564.0
|
)
|
|
$
|
12.1
|
|
|
$
|
(91.1
|
)
|
Net earnings
|
91.1
|
|
|
91.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Earnings) loss attributable to noncontrolling interest, net of tax
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||||
Dividends declared
|
(43.0
|
)
|
|
(44.3
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends paid to noncontrolling interest
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||||
Treasury stock purchased
|
(107.2
|
)
|
|
—
|
|
|
—
|
|
|
(107.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Treasury stock issued
|
12.7
|
|
|
—
|
|
|
(14.6
|
)
|
|
27.3
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
22.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.4
|
|
||||||
Cash flow hedges, net of tax
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||||
Defined benefit pension plans, net of tax
|
.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.7
|
|
||||||
Stock options and benefit plan transactions, net of tax
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ending balance, March 31, 2016
|
$
|
1,091.2
|
|
|
$
|
2,254.4
|
|
|
$
|
530.1
|
|
|
$
|
(1,643.9
|
)
|
|
$
|
12.1
|
|
|
$
|
(61.5
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||
|
Total
Equity
|
|
Retained
Earnings
|
|
Common
Stock &
Additional
Contributed
Capital
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
Beginning balance, January 1, 2015
|
$
|
1,154.9
|
|
|
$
|
2,061.3
|
|
|
$
|
504.4
|
|
|
$
|
(1,416.6
|
)
|
|
$
|
8.4
|
|
|
$
|
(2.6
|
)
|
Net earnings
|
72.8
|
|
|
72.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Earnings) loss attributable to noncontrolling interest, net of tax
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||||
Dividends declared
|
(42.7
|
)
|
|
(44.0
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury stock purchased
|
(68.9
|
)
|
|
—
|
|
|
—
|
|
|
(68.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Treasury stock issued
|
15.9
|
|
|
—
|
|
|
(19.5
|
)
|
|
35.4
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
(37.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.8
|
)
|
||||||
Cash flow hedges, net of tax
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||||
Defined benefit pension plans, net of tax
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||
Stock options and benefit plan transactions, net of tax
|
22.6
|
|
|
—
|
|
|
22.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ending balance, March 31, 2015
|
$
|
1,116.4
|
|
|
$
|
2,089.0
|
|
|
$
|
508.8
|
|
|
$
|
(1,450.1
|
)
|
|
$
|
9.5
|
|
|
$
|
(40.8
|
)
|
|
Foreign
Currency
Translation
Adjustments
|
|
Cash
Flow
Hedges
|
|
Defined
Benefit
Pension
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Beginning balance, January 1, 2016
|
$
|
(4.8
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(58.1
|
)
|
|
$
|
(91.1
|
)
|
Other comprehensive income (loss) before reclassifications, pretax
|
22.4
|
|
|
4.9
|
|
|
(.1
|
)
|
|
27.2
|
|
||||
Amounts reclassified from accumulated other comprehensive income, pretax:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||
Cost of goods sold; selling and administrative expenses
|
—
|
|
|
.1
|
|
|
1.2
|
|
|
1.3
|
|
||||
Interest expense
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Subtotal of reclassifications, pretax
|
—
|
|
|
3.8
|
|
|
1.2
|
|
|
5.0
|
|
||||
Other comprehensive income (loss), pretax
|
22.4
|
|
|
8.7
|
|
|
1.1
|
|
|
32.2
|
|
||||
Income tax effect
|
—
|
|
|
(2.2
|
)
|
|
(.4
|
)
|
|
(2.6
|
)
|
||||
Attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance, March 31, 2016
|
$
|
17.6
|
|
|
$
|
(21.7
|
)
|
|
$
|
(57.4
|
)
|
|
$
|
(61.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance, January 1, 2015
|
$
|
86.8
|
|
|
$
|
(20.1
|
)
|
|
$
|
(69.3
|
)
|
|
$
|
(2.6
|
)
|
Other comprehensive income (loss) before reclassifications, pretax
|
(37.8
|
)
|
|
(2.8
|
)
|
|
.4
|
|
|
(40.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income, pretax:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
—
|
|
|
(.2
|
)
|
|
—
|
|
|
(.2
|
)
|
||||
Cost of goods sold; selling and administrative expenses
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||
Interest expense
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Subtotal of reclassifications, pretax
|
—
|
|
|
.8
|
|
|
1.5
|
|
|
2.3
|
|
||||
Other comprehensive income (loss), pretax
|
(37.8
|
)
|
|
(2.0
|
)
|
|
1.9
|
|
|
(37.9
|
)
|
||||
Income tax effect
|
—
|
|
|
.3
|
|
|
(.6
|
)
|
|
(.3
|
)
|
||||
Attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance, March 31, 2015
|
$
|
49.0
|
|
|
$
|
(21.8
|
)
|
|
$
|
(68.0
|
)
|
|
$
|
(40.8
|
)
|
•
|
Level 1: Quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. Short-term investments in this category are valued using discounted cash flow techniques with all significant inputs derived from or corroborated by observable market data. Derivative assets and liabilities in this category are valued using models that consider various assumptions and information from market-corroborated sources. The models used are primarily industry-standard models that consider items such as quoted prices, market interest rate curves applicable to the instruments being valued as of the end of each period, discounted cash flows, volatility factors, current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
|
•
|
Level 3: Unobservable inputs that are not corroborated by market data.
|
|
As of March 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Bank time deposits with original maturities of three months or less
|
$
|
—
|
|
|
$
|
105.1
|
|
|
$
|
—
|
|
|
$
|
105.1
|
|
Derivative assets (Note 14)
|
—
|
|
|
.8
|
|
|
—
|
|
|
.8
|
|
||||
Diversified investments associated with the Executive Stock Unit Program (ESUP)* (Note 9)
|
24.2
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
||||
Total assets
|
$
|
24.2
|
|
|
$
|
105.9
|
|
|
$
|
—
|
|
|
$
|
130.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities* (Note 14)
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
Liabilities associated with the ESUP* (Note 9)
|
24.1
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
||||
Total liabilities
|
$
|
24.1
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
30.7
|
|
|
As of December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Bank time deposits with original maturities of three months or less
|
$
|
—
|
|
|
$
|
176.0
|
|
|
$
|
—
|
|
|
$
|
176.0
|
|
Derivative assets (Note 14)
|
—
|
|
|
.6
|
|
|
—
|
|
|
.6
|
|
||||
Diversified investments associated with the ESUP* (Note 9)
|
22.0
|
|
|
—
|
|
|
—
|
|
|
22.0
|
|
||||
Total assets
|
$
|
22.0
|
|
|
$
|
176.6
|
|
|
$
|
—
|
|
|
$
|
198.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities* (Note 14)
|
$
|
—
|
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
14.8
|
|
Liabilities associated with the ESUP* (Note 9)
|
22.2
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||
Total liabilities
|
$
|
22.2
|
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
37.0
|
|
•
|
Interest Rate Cash Flow Hedges -
In August 2012, we issued
$300
of
10
-year notes with a coupon rate of
3.40%
. As a part of this transaction, we settled our
$200
forward starting interest rate swaps we had entered into during 2010 and recognized a loss of
$42.7
, which will be amortized out of accumulated other comprehensive income to interest expense over the life of the notes.
|
•
|
Currency Cash Flow Hedges
—The foreign currency hedges manage risk associated with exchange rate volatility of various currencies.
|
|
Expiring at various dates through:
|
|
Total USD
Equivalent
Notional
Amount
|
|
As of March 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||||
Other Current
Assets
|
|
Other Current
Liabilities
|
|
Other Long-Term Liabilities
|
|||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Currency Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Future USD sales of Canadian, Chinese and Swiss subsidiaries
|
Dec 2017
|
|
$
|
175.7
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
.4
|
|
Future DKK sales of Polish subsidiary
|
Dec 2016
|
|
17.7
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Future USD purchases of Canadian, European, and South Korean subsidiaries
|
Dec 2017
|
|
15.6
|
|
|
—
|
|
|
.4
|
|
|
.1
|
|
||||
Future EUR sales of Chinese, UK and Swiss subsidiaries
|
Dec 2017
|
|
13.7
|
|
|
.2
|
|
|
.4
|
|
|
.1
|
|
||||
Future MXN purchases of a USD subsidiary
|
Dec 2017
|
|
6.1
|
|
|
—
|
|
|
.6
|
|
|
.2
|
|
||||
Future GBP sales of a Swiss subsidiary
|
May 2016
|
|
4.8
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
Total cash flow hedges
|
|
|
|
|
.3
|
|
|
5.3
|
|
|
.8
|
|
|||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
DKK inter-company note receivable on a USD subsidiary
|
Apr 2016
|
|
3.0
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
USD inter-company note receivable on a Swiss subsidiary
|
Aug 2016
|
|
8.0
|
|
|
—
|
|
|
.2
|
|
|
—
|
|
||||
Total fair value hedges
|
|
|
|
|
.1
|
|
|
.2
|
|
|
—
|
|
|||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|||||||||
Non-deliverable hedge on USD exposure to CNY
|
Feb 2017
|
|
14.0
|
|
|
—
|
|
|
.2
|
|
|
—
|
|
||||
Non-deliverable hedge on EUR exposure to CNY
|
Dec 2016
|
|
2.3
|
|
|
.1
|
|
|
.1
|
|
|
—
|
|
||||
Hedge of EUR Cash on USD and UK subsidiaries
|
May 2017
|
|
11.3
|
|
|
.2
|
|
|
—
|
|
|
—
|
|
||||
Hedge of GBP Cash on USD subsidiary
|
Apr 2016
|
|
10.6
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
.4
|
|
|
.3
|
|
|
—
|
|
|||||
|
|
|
|
|
$
|
.8
|
|
|
$
|
5.8
|
|
|
$
|
.8
|
|
|
Expiring at various dates through:
|
|
Total USD
Equivalent
Notional
Amount
|
|
As of December 31, 2015
|
||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||||
Other Current
Assets
|
|
Other Current
Liabilities
|
|
Other Long-Term Liabilities
|
|||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Currency Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Future USD sales of Canadian, Chinese and Swiss subsidiaries
|
Dec 2017
|
|
$
|
219.8
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
2.3
|
|
Future USD purchases of Canadian, European and South Korean subsidiaries
|
Dec 2017
|
|
16.8
|
|
|
.3
|
|
|
—
|
|
|
—
|
|
||||
Future MXN purchases of a USD subsidiary
|
Dec 2017
|
|
7.3
|
|
|
—
|
|
|
.7
|
|
|
.3
|
|
||||
Future JPY sales of a Chinese subsidiary
|
Dec 2016
|
|
3.8
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Future DKK sales of a Polish subsidiary
|
Dec 2016
|
|
15.6
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Future EUR sales of Chinese, Swiss and UK subsidiaries
|
May 2017
|
|
13.6
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Total cash flow hedges
|
|
|
|
|
.3
|
|
|
11.1
|
|
|
2.6
|
|
|||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
DKK inter-company note receivable on USD subsidiary
|
May 2016
|
|
1.7
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
USD inter-company note receivable on a CAD subsidiary
|
Jan 2016
|
|
9.0
|
|
|
—
|
|
|
.5
|
|
|
—
|
|
||||
USD inter-company note receivable on a Swiss subsidiary
|
Aug 2016
|
|
8.0
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Total fair value hedges
|
|
|
|
|
.1
|
|
|
.6
|
|
|
—
|
|
|||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|||||||||
Non-deliverable hedge on USD exposure to CNY
|
Dec 2016
|
|
11.0
|
|
|
—
|
|
|
.3
|
|
|
—
|
|
||||
Non-deliverable hedge on EUR exposure to CNY
|
Dec 2016
|
|
2.2
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Non-deliverable hedge on JPY exposure to CNY
|
Dec 2016
|
|
2.5
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
||||
Hedge of DKK cash on USD Subsidiary
|
Apr 2016
|
|
3.0
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
Hedge of EUR Cash on UK Subsidiaries
|
Jan 2016
|
|
8.3
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
.2
|
|
|
.5
|
|
|
—
|
|
|||||
|
|
|
|
|
$
|
.6
|
|
|
$
|
12.2
|
|
|
$
|
2.6
|
|
|
Income Statement
Caption
|
|
Amount of (Gain) Loss Recorded in Income March 31,
|
||||||
2016
|
|
2015
|
|||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||
Interest rate cash flow hedges
|
Interest expense
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
Foreign currency cash flow hedges
|
Net sales
|
|
3.1
|
|
|
|
|
||
Foreign currency cash flow hedges
|
Cost of goods sold
|
|
.1
|
|
|
(.4
|
)
|
||
Total cash flow hedges
|
|
|
4.2
|
|
|
.6
|
|
||
Fair value hedges
|
Other (income) expense, net
|
|
(1.3
|
)
|
|
.7
|
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|||||
Hedge of USD cash-UK and Swiss subsidiaries
|
Other (income) expense, net
|
|
—
|
|
|
(.1
|
)
|
||
Hedge of EUR cash-USD, UK and Swiss subsidiaries
|
Other (income) expense, net
|
|
(.2
|
)
|
|
.7
|
|
||
Hedge of DKK cash-USD subsidiary
|
Other (income) expense, net
|
|
.1
|
|
|
—
|
|
||
Non-deliverable hedge on USD exposure to CNY
|
Other (income) expense, net
|
|
(.1
|
)
|
|
—
|
|
||
Non-deliverable hedge on EUR exposure to CNY
|
Other (income) expense, net
|
|
(.1
|
)
|
|
—
|
|
||
Non-deliverable hedge on JPY exposure to CNY
|
Other (income) expense, net
|
|
(.1
|
)
|
|
—
|
|
||
Total derivative instruments
|
|
|
$
|
2.5
|
|
|
$
|
1.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Litigation contingency accrual - Beginning of period
|
$
|
8.1
|
|
|
$
|
83.9
|
|
Adjustment to accruals - expense (income) - Continuing operations
|
—
|
|
|
(.1
|
)
|
||
Cash payments
|
(4.0
|
)
|
|
(1.7
|
)
|
||
Litigation contingency accrual - End of period
|
$
|
4.1
|
|
|
$
|
82.1
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
LIFO benefit (expense)
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Net Sales (Dollar amounts in millions)
|
Three Months ended
March, 2016
|
|
Three Months ended
March, 2015
|
|
Change in Net Sales
|
|
% Change in
Same Location
Sales(1)
|
||||||||||
$
|
|
%
|
|
||||||||||||||
Residential Furnishings
|
$
|
488.9
|
|
|
$
|
513.6
|
|
|
$
|
(24.7
|
)
|
|
(4.8
|
)%
|
|
(4.8
|
)%
|
Commercial Products
|
161.5
|
|
|
141.0
|
|
|
20.5
|
|
|
14.5
|
|
|
7.2
|
|
|||
Industrial Materials
|
157.2
|
|
|
219.2
|
|
|
(62.0
|
)
|
|
(28.3
|
)
|
|
(19.1
|
)
|
|||
Specialized Products
|
249.0
|
|
|
228.5
|
|
|
20.5
|
|
|
9.0
|
|
|
10.0
|
|
|||
Total
|
1,056.6
|
|
|
1,102.3
|
|
|
(45.7
|
)
|
|
(4.1
|
)
|
|
|
||||
Intersegment sales
|
(118.2
|
)
|
|
(136.1
|
)
|
|
17.9
|
|
|
|
|
|
|||||
External sales
|
$
|
938.4
|
|
|
$
|
966.2
|
|
|
$
|
(27.8
|
)
|
|
(2.9
|
)%
|
|
(1.3
|
)%
|
|
Three Months
ended
March, 31
2016
|
|
Three Months
ended March, 31 2015 |
|
Change in EBIT
|
|
EBIT Margins(2)
|
|||||||||||||
EBIT (Dollar amounts in millions)
|
$
|
|
%
|
|
Three Months
ended
March 31, 2016
|
|
Three Months
ended
March 31, 2015
|
|||||||||||||
Residential Furnishings
|
$
|
47.7
|
|
|
$
|
52.1
|
|
|
$
|
(4.4
|
)
|
|
(8.4
|
)%
|
|
9.8
|
%
|
|
10.1
|
%
|
Commercial Products
|
13.8
|
|
|
8.0
|
|
|
5.8
|
|
|
72.5
|
|
|
8.5
|
|
|
5.7
|
|
|||
Industrial Materials
|
20.1
|
|
|
8.0
|
|
|
12.1
|
|
|
151.3
|
|
|
12.8
|
|
|
3.6
|
|
|||
Specialized Products
|
46.3
|
|
|
39.3
|
|
|
7.0
|
|
|
17.8
|
|
|
18.6
|
|
|
17.2
|
|
|||
Intersegment eliminations & other
|
(.8
|
)
|
|
(.7
|
)
|
|
(.1
|
)
|
|
|
|
|
|
|
||||||
Change in LIFO reserve
|
—
|
|
|
5.0
|
|
|
(5.0
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
127.1
|
|
|
$
|
111.7
|
|
|
$
|
15.4
|
|
|
13.8
|
%
|
|
13.5
|
%
|
|
11.6
|
%
|
(1)
|
The change in same location sales excludes the effect of acquisitions or divestitures. These are sales that come from the same plants and facilities that we owned one year earlier.
|
(2)
|
Segment margins are calculated on total sales. Overall company margin is calculated on external sales.
|
|
|
(Amounts in millions)
|
March 31, 2016
|
|
December 31,
2015
|
||||
Current assets
|
$
|
1,342
|
|
|
$
|
1,311
|
|
Current liabilities
|
(680
|
)
|
|
(701
|
)
|
||
Working capital
|
662
|
|
|
610
|
|
||
Cash and cash equivalents
|
(250
|
)
|
|
(253
|
)
|
||
Current debt maturities
|
4
|
|
|
3
|
|
||
Adjusted working capital
|
$
|
416
|
|
|
$
|
360
|
|
Annualized sales (1)
|
$
|
3,752
|
|
|
$
|
3,780
|
|
Adjusted working capital as a percent of annualized sales
|
11.1
|
%
|
|
9.5
|
%
|
||
Working capital as a percent of annualized sales
|
17.6
|
%
|
|
16.1
|
%
|
|
Amount (in millions)
|
||||||||||
|
March 31,
2016
|
|
December 31,
2015
|
|
Change
|
||||||
Trade Receivables, net
|
$
|
475.8
|
|
|
$
|
448.7
|
|
|
$
|
27.1
|
|
|
|
|
|
|
|
||||||
Inventories at FIFO
|
$
|
544.1
|
|
|
$
|
527.2
|
|
|
$
|
16.9
|
|
LIFO Reserve
|
(22.0
|
)
|
|
(22.6
|
)
|
|
.6
|
|
|||
Total inventories at LIFO, net
|
$
|
522.1
|
|
|
$
|
504.6
|
|
|
$
|
17.5
|
|
|
|
|
|
|
|
||||||
Accounts Payable
|
$
|
332.1
|
|
|
$
|
307.2
|
|
|
$
|
24.9
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The inventory ratio represents days of inventory on hand calculated as: ending net inventory ÷ (quarterly cost of goods sold ÷ number of days in the quarter).
|
(2)
|
The trade receivables ratio represents the days of sales outstanding calculated as: ending net trade receivables ÷ (quarterly net sales ÷ number of days in the quarter).
|
(3)
|
The accounts payable ratio represents the days of payables outstanding calculated as: ending accounts payable ÷ (quarterly cost of goods sold ÷ number of days in the quarter).
|
(Dollar amounts in millions)
|
March 31, 2016
|
|
December 31,
2015
|
||||
Long-term debt outstanding:
|
|
|
|
||||
Scheduled maturities
|
$
|
761
|
|
|
$
|
761
|
|
Average interest rates (1)
|
3.8
|
%
|
|
3.7
|
%
|
||
Average maturities in years (1)
|
6.5
|
|
|
6.8
|
|
||
Revolving credit/commercial paper
|
271
|
|
|
181
|
|
||
Average interest rate
|
.7
|
%
|
|
.5
|
%
|
||
Total long-term debt
|
1,032
|
|
|
942
|
|
||
Deferred income taxes and other liabilities
|
221
|
|
|
223
|
|
||
Shareholders’ equity and noncontrolling interest
|
1,091
|
|
|
1,098
|
|
||
Total capitalization
|
$
|
2,344
|
|
|
$
|
2,263
|
|
Unused committed credit:
|
|
|
|
||||
Long-term
|
$
|
329
|
|
|
$
|
419
|
|
Short-term
|
—
|
|
|
—
|
|
||
Total unused committed credit
|
$
|
329
|
|
|
$
|
419
|
|
Current maturities of long-term debt
|
$
|
4
|
|
|
$
|
3
|
|
Cash and cash equivalents
|
$
|
250
|
|
|
$
|
253
|
|
Ratio of earnings to fixed charges (2)
|
9.4 x
|
|
|
8.6 x
|
|
(1)
|
These rates include current maturities, but exclude commercial paper to reflect the averages of outstanding debt with scheduled maturities. The rates also include amortization of interest rate swaps.
|
(2)
|
As presented in Exhibit 12, fixed charges include interest expense, capitalized interest, plus implied interest included in operating leases. Earnings consist principally of income from continuing operations before income taxes, plus fixed charges.
|
•
|
Long-term debt to total capitalization as reported in the previous table.
|
•
|
Long-term debt to total capitalization each reduced by total cash and increased by current maturities of long-term debt.
|
(Amounts in millions)
|
March 31, 2016
|
|
December 31,
2015
|
||||
Debt to total capitalization:
|
|
|
|
||||
Long-term debt
|
$
|
1,032
|
|
|
$
|
942
|
|
Current debt maturities
|
4
|
|
|
3
|
|
||
Cash and cash equivalents
|
(250
|
)
|
|
(253
|
)
|
||
Net debt
|
$
|
786
|
|
|
$
|
692
|
|
Total Capitalization
|
$
|
2,344
|
|
|
$
|
2,263
|
|
Current debt maturities
|
4
|
|
|
3
|
|
||
Cash and cash equivalents
|
(250
|
)
|
|
(253
|
)
|
||
Net capitalization
|
$
|
2,098
|
|
|
$
|
2,013
|
|
Long-term debt to total capitalization
|
44.0
|
%
|
|
41.6
|
%
|
||
Net debt to net capitalization
|
37.5
|
%
|
|
34.4
|
%
|
(Amounts in millions)
|
March 31, 2016
|
|
December 31,
2015
|
||||
Total program authorized
|
$
|
600
|
|
|
$
|
600
|
|
Commercial paper outstanding (classified as long-term debt)
|
(271
|
)
|
|
(181
|
)
|
||
Letters of credit issued under the credit agreement
|
—
|
|
|
—
|
|
||
Total program usage
|
(271
|
)
|
|
(181
|
)
|
||
Total program available
|
$
|
329
|
|
|
$
|
419
|
|
•
|
factors that could affect the industries or markets in which we participate, such as growth rates and opportunities in those industries;
|
•
|
adverse changes in inflation, currency, political risk, and U.S. or foreign laws or regulations (including tax law changes);
|
•
|
adverse changes in consumer sentiment, housing turnover, employment levels, interest rates, trends in capital spending and the like;
|
•
|
factors that could impact raw materials and other costs, including the availability and pricing of steel scrap and rod and other raw materials, the availability of labor, wage rates and energy costs;
|
•
|
our ability to pass along raw material cost increases through increased selling prices;
|
•
|
price and product competition from foreign (particularly Asian and European) and domestic competitors;
|
•
|
our ability to improve operations and realize cost savings (including our ability to fix under-performing operations and to generate future earnings from restructuring-related activities);
|
•
|
our ability to maintain profit margins if our customers change the quantity and mix of our components in their finished goods;
|
•
|
our ability to realize 25-35% contribution margin on incremental unit volume growth;
|
•
|
our ability to achieve expected levels of cash flow;
|
•
|
our ability to maintain and grow the profitability of acquired companies;
|
•
|
our ability to maintain the proper functioning of our internal business processes and information systems and avoid modification or interruption of such systems, through cyber-security breaches, technology failures or otherwise;
|
•
|
a decline in the long-term outlook for any of our reporting units that could result in asset impairment;
|
•
|
the loss of one or more of our significant customers; and
|
•
|
litigation accruals related to various contingencies including antitrust, intellectual property, product liability and warranty, taxation, environmental and workers’ compensation expense.
|
Period
|
Total
Number of
Shares
Purchased
(1)
|
|
Average
Price
Paid
per
Share
|
|
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
(2)
|
|
Maximum
Number of
Shares that
may yet be
Purchased
Under the
Plans or
Programs
(2)
|
|||||
January 2016
|
9,507
|
|
|
$
|
42.02
|
|
|
—
|
|
|
10,000,000
|
|
February 2016
|
1,364,252
|
|
|
$
|
42.98
|
|
|
1,364,252
|
|
|
8,635,748
|
|
March 2016
|
737,983
|
|
|
$
|
46.72
|
|
|
733,239
|
|
|
7,902,509
|
|
Total
|
2,111,742
|
|
|
$
|
44.28
|
|
|
2,097,491
|
|
|
|
(1)
|
This number includes 14,251 shares which were not repurchased as part of a publicly announced plan or program, all of which were outstanding shares surrendered to exercise stock options. It does not include shares withheld for taxes in option exercises and stock unit conversions during the quarter.
|
(2)
|
On August 4, 2004, the Board authorized management to repurchase up to 10 million shares each calendar year beginning January 1, 2005. This standing authorization was first reported in the quarterly report on Form 10-Q for the period ended June 30, 2004, filed August 5, 2004, and shall remain in force until repealed by the Board of Directors.
|
ITEM 6.
|
EXHIBITS
|
Exhibit
|
|
|
|
|
|
Exhibit 10.1*
|
-
|
Award Formula for the 2016-2017 Profitable Growth Incentive Program.
|
|
|
|
Exhibit 10.2
|
-
|
Summary Sheet of Director Compensation, filed February 25, 2016 as Exhibit 10.8 to the Company’s Form 10-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.3
|
-
|
The Company’s 2005 Executive Stock Unit Program, as amended and restated, effective February 23, 2016, filed February 25, 2016 as Exhibit 10.15 to the Company’s Form 10-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.4
|
-
|
2016 Award Formula under the Company’s 2014 Key Officers Incentive Plan, filed March 28, 2016 as Exhibit 10.1 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.5
|
-
|
Summary Sheet of Executive Cash Compensation, filed March 28, 2016 as Exhibit 10.2 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 12*
|
-
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
Exhibit 31.1*
|
-
|
Certification of Karl G. Glassman, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 31.2*
|
-
|
Certification of Matthew C. Flanigan, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 32.1*
|
-
|
Certification of Karl G. Glassman, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 32.2*
|
-
|
Certification of Matthew C. Flanigan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 101.INS**
|
-
|
XBRL Instance Document.
|
|
|
|
Exhibit 101.SCH**
|
-
|
XBRL Taxonomy Extension Schema.
|
|
|
|
Exhibit 101.CAL**
|
-
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
Exhibit 101.DEF**
|
-
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
Exhibit 101.LAB**
|
-
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
Exhibit 101.PRE**
|
-
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
Denotes filed herewith.
|
**
|
Filed as Exhibit 101 to this report are the following formatted in XBRL (eXtensible Business Reporting Language):
|
|
(i) Consolidated Condensed Balance Sheets at March 31, 2016 and December 31, 2015; (ii) Consolidated Condensed Statements of Operations for the three months ended March 31, 2016 and March 31, 2015; (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016 and March 31, 2015; (iv) Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2016 and March 31, 2015; and (v) Notes to Consolidated Condensed Financial Statements.
|
|
|
|
|
|
|
|
LEGGETT & PLATT, INCORPORATED
|
||
|
|
|
||
DATE: May 4, 2016
|
|
By:
|
|
/s/ KARL G. GLASSMAN
|
|
|
|
|
Karl G. Glassman
President and Chief Executive Officer
|
|
|
|
||
DATE: May 4, 2016
|
|
By:
|
|
/s/ MATTHEW C. FLANIGAN
|
|
|
|
|
Matthew C. Flanigan
Executive Vice President and Chief Financial Officer
|
Exhibit
|
|
|
|
|
|
Exhibit 10.1*
|
-
|
Award Formula for the 2016-2017 Profitable Growth Incentive Program.
|
|
|
|
Exhibit 10.2
|
-
|
Summary Sheet of Director Compensation, filed February 25, 2016 as Exhibit 10.8 to the Company’s Form 10-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.3
|
-
|
The Company’s 2005 Executive Stock Unit Program, as amended and restated, effective February 23, 2016, filed February 25, 2016 as Exhibit 10.15 to the Company’s Form 10-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.4
|
-
|
2016 Award Formula under the Company’s 2014 Key Officers Incentive Plan, filed March 28, 2016 as Exhibit 10.1 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 10.5
|
-
|
Summary Sheet of Executive Cash Compensation, filed March 28, 2016 as Exhibit 10.2 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
Exhibit 12*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
Exhibit 31.1*
|
|
Certification of Karl G. Glassman, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 31.2*
|
|
Certification of Matthew C. Flanigan, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 32.1*
|
|
Certification of Karl G. Glassman, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 32.2*
|
|
Certification of Matthew C. Flanigan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 4, 2016.
|
|
|
|
Exhibit 101.INS**
|
|
XBRL Instance Document.
|
|
|
|
Exhibit 101.SCH**
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
Exhibit 101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
Exhibit 101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
Exhibit 101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
Exhibit 101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
Denotes filed herewith.
|
**
|
Filed as Exhibit 101 to this report are the following formatted in XBRL (eXtensible Business Reporting Language):
|
|
(i) Consolidated Condensed Balance Sheets at March 31, 2016 and December 31, 2015; (ii) Consolidated Condensed Statements of Operations for the three months ended March 31, 2016 and March 31, 2015; (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016 and March 31, 2015; (iv) Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2016 and March 31, 2015; and (v) Notes to Consolidated Condensed Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
EBITDA
Margin
|
|
2016-2017 Award Payout Percentage-Residential Furnishings Segment (DAVIS)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
23.7%
|
|
|
0
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
22.7%
|
|
|
0
|
%
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
21.7%
|
|
|
0
|
%
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
20.7%
|
|
|
0
|
%
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
19.7%
|
|
|
0
|
%
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
18.7%
|
|
|
0
|
%
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
17.7%
|
|
|
0
|
%
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
16.7%
|
|
|
0
|
%
|
|
25
|
%
|
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|||||||||||||||||||||
<16.7%
|
|
|
0
|
%
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|||||||||||||||||||||
|
|
|
<2.8
|
%
|
|
2.8
|
%
|
|
|
3.8
|
%
|
|
|
4.8
|
%
|
|
|
5.8
|
%
|
|
|
6.8
|
%
|
|
7.8
|
%
|
|
8.8
|
%
|
|
9.8
|
%
|
|||||||||||||||||||||
|
|
|
Revenue Growth
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
EBITDA
Margin
|
|
2016-2017 Award Payout Percentage-Industrial Materials & Specialized Products Segments (CRUSA – 2016 only)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
23.9%
|
|
|
0
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
22.9%
|
|
|
0
|
%
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
21.9%
|
|
|
0
|
%
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
20.9%
|
|
|
0
|
%
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
19.9%
|
|
|
0
|
%
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
18.9%
|
|
|
0
|
%
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
17.9%
|
|
|
0
|
%
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|||||||||||||||||||||
16.9%
|
|
|
0
|
%
|
|
25
|
%
|
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
138
|
%
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|||||||||||||||||||||
<16.9%
|
|
|
0
|
%
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|||||||||||||||||||||
|
|
|
<3.0
|
%
|
|
3.0
|
%
|
|
|
4.0
|
%
|
|
|
5.0
|
%
|
|
|
6.0
|
%
|
|
|
7.0
|
%
|
|
8.0
|
%
|
|
9.0
|
%
|
|
10.0
|
%
|
|||||||||||||||||||||
|
|
|
Revenue Growth
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
EBITDA
Margin
|
|
2016-2017 Award Payout Percentage-Industrial Materials Segment (CRUSA – 2017 only)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
19.4%
|
|
|
0
|
%
|
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
18.4%
|
|
|
0
|
%
|
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
17.4%
|
|
|
0
|
%
|
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
16.4%
|
|
|
0
|
%
|
|
|
138
|
%
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
15.4%
|
|
|
0
|
%
|
|
|
100
|
%
|
|
138
|
%
|
|
175
|
%
|
|
213
|
%
|
|
250
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
14.4%
|
|
|
0
|
%
|
|
|
75
|
%
|
|
100
|
%
|
|
138
|
%
|
|
175
|
%
|
|
213
|
%
|
|
|
250
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
13.4%
|
|
|
0
|
%
|
|
|
50
|
%
|
|
75
|
%
|
|
100
|
%
|
|
138
|
%
|
|
175
|
%
|
|
|
213
|
%
|
|
|
250
|
%
|
|
250
|
%
|
||||||||||||||||||||||
12.4%
|
|
|
0
|
%
|
|
|
25
|
%
|
|
50
|
%
|
|
75
|
%
|
|
100
|
%
|
|
138
|
%
|
|
|
175
|
%
|
|
|
213
|
%
|
|
250
|
%
|
||||||||||||||||||||||
<12.4%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|||||||||||||||||||||
|
|
|
<2.6
|
%
|
|
|
2.6
|
%
|
|
3.6
|
%
|
|
4.6
|
%
|
|
5.6
|
%
|
|
6.6
|
%
|
|
|
7.6
|
%
|
|
|
8.6
|
%
|
|
|
9.6
|
%
|
|||||||||||||||||||||
|
|
|
Revenue Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 12
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Leggett & Platt, Incorporated and Subsidiaries
|
|||||||||||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||||||||||
(Amounts in millions of dollars)
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
March 31,
|
|
December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pre-tax income from continuing operations including equity-method investment earnings (a)
|
$118.9
|
|
$102.0
|
|
$449.8
|
|
$295.5
|
|
$237.6
|
|
$287.5
|
|
$234.4
|
||||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense and amortization of interest rate swaps and debt discount and premium on all indebtedness (including amount capitalized)
|
9.4
|
|
|
11.1
|
|
|
41.8
|
|
|
42.3
|
|
|
45.2
|
|
|
44.0
|
|
|
38.8
|
|
|||||||
Portion of rental expense under operating leases representative of an interest factor (b)
|
4.8
|
|
|
4.7
|
|
|
17.3
|
|
|
17.0
|
|
|
16.5
|
|
|
16.0
|
|
|
14.6
|
|
|||||||
Amortization of capitalized interest
|
.2
|
|
|
.3
|
|
|
1.0
|
|
|
1.0
|
|
|
.9
|
|
|
.9
|
|
|
1.0
|
|
|||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity-method investment (earnings) loss
|
(.1
|
)
|
|
(.2
|
)
|
|
(.4
|
)
|
|
(.3
|
)
|
|
(.5
|
)
|
|
(.6
|
)
|
|
(.4
|
)
|
|||||||
Interest capitalized
|
(.2
|
)
|
|
(.1
|
)
|
|
(.7
|
)
|
|
(.5
|
)
|
|
(.5
|
)
|
|
(.6
|
)
|
|
(.7
|
)
|
|||||||
Total Earnings (c)
|
$
|
133.0
|
|
|
$
|
117.8
|
|
|
$
|
508.8
|
|
|
$
|
355.0
|
|
|
$
|
299.2
|
|
|
$
|
347.2
|
|
|
$
|
287.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense and amortization of interest rate swaps and debt discount and premium on all indebtedness
|
$9.2
|
|
$11.0
|
|
$41.1
|
|
$41.8
|
|
$44.7
|
|
$43.4
|
|
$38.1
|
||||||||||||||
Interest capitalized
|
.2
|
|
|
.1
|
|
|
.7
|
|
|
.5
|
|
|
.5
|
|
|
.6
|
|
|
.7
|
|
|||||||
Portion of rental expense under operating leases representative of an interest factor (b)
|
4.8
|
|
|
4.7
|
|
|
17.3
|
|
|
17.0
|
|
|
16.5
|
|
|
16.0
|
|
|
14.6
|
|
|||||||
Total Fixed Charges
|
$
|
14.2
|
|
|
$
|
15.8
|
|
|
$
|
59.1
|
|
|
$
|
59.3
|
|
|
$
|
61.7
|
|
|
$
|
60.0
|
|
|
$
|
53.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ratio of Earnings to Fixed Charges
|
9.4
|
|
7.5
|
|
8.6
|
|
6.0
|
|
4.8
|
|
5.8
|
|
5.4
|
(a)
|
2011 - 2013 amounts have been retrospectively adjusted to reflect the reclassification of certain operations to discontinued operations.
|
|
|
(b)
|
Estimated portion of rent expense representing interest.
|
|
|
(c)
|
Earnings consist principally of income from continuing operations before income taxes, plus fixed charges less capitalized interest. Fixed charges consist principally of interest costs.
|
1.
|
I have reviewed this report on Form 10-Q of Leggett & Platt, Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2016
|
/s/ KARL G. GLASSMAN
|
|
|
Karl G. Glassman
|
|
|
President and Chief Executive Officer
|
|
|
Leggett & Platt, Incorporated
|
1.
|
I have reviewed this report on Form 10-Q of Leggett & Platt, Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2016
|
/s/
M
ATTHEW
C
.
F
LANIGAN
|
|
|
Matthew C. Flanigan
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
Leggett & Platt, Incorporated
|
/s/ KARL G. GLASSMAN
|
Karl G. Glassman
|
President and Chief Executive Officer
|
/s/
M
ATTHEW
C
.
F
LANIGAN
|
Matthew C. Flanigan
|
Executive Vice President and Chief Financial Officer
|