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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¨
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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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Emerging growth company
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¨
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(Amounts in millions)
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June 30,
2017 |
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December 31,
2016 |
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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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335.1
|
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$
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281.9
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Trade receivables, net
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547.1
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450.8
|
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Other receivables, net
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30.6
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35.8
|
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Total receivables, net
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577.7
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|
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486.6
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Inventories
|
|
|
|
||||
Finished goods
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284.0
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|
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255.7
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Work in process
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50.9
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52.6
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Raw materials and supplies
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281.4
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245.1
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LIFO reserve
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(36.3
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)
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(33.8
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)
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Total inventories, net
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580.0
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519.6
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Prepaid expenses and other current assets
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47.4
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36.8
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Total current assets
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1,540.2
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1,324.9
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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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1,180.3
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1,133.8
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Buildings and other
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610.1
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559.4
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Land
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39.1
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37.7
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Total property, plant and equipment
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1,829.5
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1,730.9
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Less accumulated depreciation
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1,213.3
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1,165.4
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Net property, plant and equipment
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616.2
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|
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565.5
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OTHER ASSETS
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|
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Goodwill
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816.3
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791.3
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Other intangibles, less accumulated amortization of $143.0 and $137.0 as of June 30, 2017 and December 31, 2016, respectively
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176.2
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|
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164.9
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Sundry
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132.6
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137.5
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Total other assets
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1,125.1
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|
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1,093.7
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TOTAL ASSETS
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$
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3,281.5
|
|
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$
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2,984.1
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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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3.4
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|
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$
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3.6
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Accounts payable
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388.3
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|
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351.1
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Accrued expenses
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263.7
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257.7
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Other current liabilities
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86.3
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94.2
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Total current liabilities
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741.7
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706.6
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LONG-TERM LIABILITIES
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Long-term debt
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1,183.5
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956.2
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Other long-term liabilities
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165.7
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173.0
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Deferred income taxes
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57.0
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|
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54.3
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|
||
Total long-term liabilities
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1,406.2
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1,183.5
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COMMITMENTS AND CONTINGENCIES
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|
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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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Additional contributed capital
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504.6
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506.2
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|
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Retained earnings
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2,490.2
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|
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2,410.5
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Accumulated other comprehensive loss
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(63.8
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)
|
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(113.6
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)
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Treasury stock
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(1,799.9
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)
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(1,713.5
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)
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Total Leggett & Platt, Inc. equity
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1,133.1
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1,091.6
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Noncontrolling interest
|
.5
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2.4
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Total equity
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1,133.6
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1,094.0
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TOTAL LIABILITIES AND EQUITY
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$
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3,281.5
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$
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2,984.1
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Six Months Ended
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Three Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
(Amounts in millions, except per share data)
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2017
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2016
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2017
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2016
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||||||||
Net sales
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$
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1,949.6
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$
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1,897.3
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$
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989.3
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$
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958.9
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Cost of goods sold
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1,493.5
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1,429.7
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759.2
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724.9
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||||
Gross profit
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456.1
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467.6
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230.1
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234.0
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Selling and administrative expenses
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211.4
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204.8
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105.0
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99.7
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Amortization of intangibles
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9.8
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9.9
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4.7
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4.8
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|
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Impairments
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.1
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3.7
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.1
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3.7
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|
||||
Gain from sale of assets and businesses
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(.6
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)
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(20.7
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)
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(.4
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)
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(18.3
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)
|
||||
Other (income) expense, net
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(2.8
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)
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(3.7
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)
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(1.6
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)
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(2.4
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)
|
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Earnings from continuing operations before interest and income taxes
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238.2
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|
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273.6
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122.3
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146.5
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Interest expense
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21.0
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19.5
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10.4
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10.3
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Interest income
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3.5
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1.8
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1.5
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1.0
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Earnings from continuing operations before income taxes
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220.7
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255.9
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113.4
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137.2
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Income taxes
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47.0
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65.4
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25.8
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37.7
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|
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Earnings from continuing operations
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173.7
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|
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190.5
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87.6
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|
|
99.5
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|
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Earnings from discontinued operations, net of tax
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—
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20.4
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|
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—
|
|
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20.3
|
|
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Net earnings
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173.7
|
|
|
210.9
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|
|
87.6
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|
|
119.8
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|
||||
Earnings attributable to noncontrolling interest, net of tax
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—
|
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(.2
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)
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—
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1.4
|
|
||||
Net earnings attributable to Leggett & Platt, Inc. common shareholders
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$
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173.7
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$
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210.7
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$
|
87.6
|
|
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$
|
121.2
|
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Earnings per share from continuing operations attributable to Leggett & Platt, Inc. common shareholders
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|
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||||||||
Basic
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$
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1.27
|
|
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$
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1.37
|
|
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$
|
.64
|
|
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$
|
.73
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Diluted
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$
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1.26
|
|
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$
|
1.35
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|
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$
|
.64
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$
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.72
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Earnings 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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$
|
.15
|
|
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$
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—
|
|
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$
|
.15
|
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Diluted
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$
|
—
|
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$
|
.15
|
|
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$
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—
|
|
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$
|
.15
|
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Net earnings per share attributable to Leggett & Platt, Inc. common shareholders
|
|
|
|
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|
|
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||||||||
Basic
|
$
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1.27
|
|
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$
|
1.52
|
|
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$
|
.64
|
|
|
$
|
.88
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Diluted
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$
|
1.26
|
|
|
$
|
1.50
|
|
|
$
|
.64
|
|
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$
|
.87
|
|
|
|
|
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|
|
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||||||||
Cash dividends declared per share
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$
|
.70
|
|
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$
|
.66
|
|
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$
|
.36
|
|
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$
|
.34
|
|
|
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||||||||
Average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
136.4
|
|
|
138.4
|
|
|
136.0
|
|
|
137.8
|
|
||||
Diluted
|
137.8
|
|
|
140.6
|
|
|
137.4
|
|
|
140.1
|
|
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Six Months Ended
|
|
Three Months Ended
|
||||||||||||
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June 30,
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June 30,
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||||||||||||
(Amounts in millions)
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net earnings
|
$
|
173.7
|
|
|
$
|
210.9
|
|
|
$
|
87.6
|
|
|
$
|
119.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, including acquisition of non-controlling interest
|
44.1
|
|
|
5.5
|
|
|
29.8
|
|
|
(16.9
|
)
|
||||
Cash flow hedges
|
4.6
|
|
|
6.0
|
|
|
2.1
|
|
|
(.5
|
)
|
||||
Defined benefit pension plans
|
1.1
|
|
|
1.6
|
|
|
.5
|
|
|
.9
|
|
||||
Other comprehensive income
|
49.8
|
|
|
13.1
|
|
|
32.4
|
|
|
(16.5
|
)
|
||||
Comprehensive income
|
223.5
|
|
|
224.0
|
|
|
120.0
|
|
|
103.3
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
—
|
|
|
.8
|
|
|
—
|
|
|
2.4
|
|
||||
Comprehensive income attributable to Leggett & Platt, Inc.
|
$
|
223.5
|
|
|
$
|
224.8
|
|
|
$
|
120.0
|
|
|
$
|
105.7
|
|
|
Six Months Ended June 30,
|
||||||
(Amounts in millions)
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net earnings
|
$
|
173.7
|
|
|
$
|
210.9
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
47.7
|
|
|
43.0
|
|
||
Amortization of intangibles and debt issuance costs
|
14.5
|
|
|
14.2
|
|
||
Provision for losses on accounts and notes receivable
|
.8
|
|
|
1.6
|
|
||
Writedown of inventories
|
4.0
|
|
|
2.4
|
|
||
Goodwill impairment
|
—
|
|
|
3.7
|
|
||
Long-lived asset impairments
|
.1
|
|
|
—
|
|
||
Net gain from sales of assets and businesses
|
(.5
|
)
|
|
(21.3
|
)
|
||
Deferred income tax expense
|
5.1
|
|
|
9.0
|
|
||
Stock-based compensation
|
20.2
|
|
|
21.8
|
|
||
Other, net
|
.1
|
|
|
2.3
|
|
||
Increases/decreases in, excluding effects from acquisitions and divestitures:
|
|
|
|
||||
Accounts and other receivables
|
(72.4
|
)
|
|
(26.4
|
)
|
||
Inventories
|
(51.8
|
)
|
|
(24.3
|
)
|
||
Other current assets
|
(7.2
|
)
|
|
(1.7
|
)
|
||
Accounts payable
|
24.2
|
|
|
34.0
|
|
||
Accrued expenses and other current liabilities
|
(2.4
|
)
|
|
(7.1
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
156.1
|
|
|
262.1
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Additions to property, plant and equipment
|
(79.1
|
)
|
|
(57.9
|
)
|
||
Purchases of companies, net of cash acquired
|
(38.8
|
)
|
|
(16.9
|
)
|
||
Proceeds from sales of assets and businesses
|
1.6
|
|
|
54.0
|
|
||
Other, net
|
(7.8
|
)
|
|
(7.4
|
)
|
||
NET CASH USED FOR INVESTING ACTIVITIES
|
(124.1
|
)
|
|
(28.2
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Payments on long-term debt
|
(5.7
|
)
|
|
(1.6
|
)
|
||
Change in commercial paper and short-term debt
|
220.7
|
|
|
90.2
|
|
||
Dividends paid
|
(90.4
|
)
|
|
(86.5
|
)
|
||
Issuances of common stock
|
1.9
|
|
|
2.7
|
|
||
Purchases of common stock
|
(115.2
|
)
|
|
(163.5
|
)
|
||
Purchase of remaining interest in noncontrolling interest
|
(2.6
|
)
|
|
(35.2
|
)
|
||
Other, net
|
(1.8
|
)
|
|
(2.8
|
)
|
||
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
6.9
|
|
|
(196.7
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
14.3
|
|
|
(5.6
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
53.2
|
|
|
31.6
|
|
||
CASH AND CASH EQUIVALENTS—January 1,
|
281.9
|
|
|
253.2
|
|
||
CASH AND CASH EQUIVALENTS—June 30,
|
$
|
335.1
|
|
|
$
|
284.8
|
|
•
|
ASU 2016-16 "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory": Eliminates deferral of the tax effects of all intra-entity asset sales other than inventory, resulting in tax expense being recorded on the sale of the asset in the seller's tax jurisdiction when the sale occurs, even though the pretax effects of the transaction are eliminated in consolidation. Any deferred tax asset arising in the buyer's jurisdiction is also recognized at the time of sale. We adopted this guidance in the first quarter of 2017. The modified retrospective approach was required, and as a result, we recorded a
$1.2
increase to beginning retained earnings on January 1, 2017. Adoption of this new guidance did not materially impact our 2017 Consolidated Condensed Statements of Operations.
|
•
|
ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606): Supersedes most of the existing authoritative literature for revenue recognition and prescribes a five-step model for recognizing revenue from contracts with customers. In July 2015, the FASB deferred the effective date of this ASU by one year, which results in the new standard being effective January 1, 2018. In addition, the FASB issued several amendments to the standard during 2016. The amended standard permits two transition methods, the full retrospective method or the modified retrospective method. The new standard will also require expanded disclosures pertaining to revenues from contracts with customers in the notes to the financial statements.
|
◦
|
We established a cross-functional implementation team to assess all potential impacts of this standard.
|
◦
|
We determined key factors from the five step process to recognize revenue as prescribed by the new standard that may be applicable to each of our
17
business units that roll up into our
four
segments.
|
◦
|
Significant customers and contracts from each business unit were identified. We have substantially completed the review of these contracts by the filing date of this second quarter 2017 Form 10-Q, and any remaining contracts will be reviewed by the filing date of the third quarter 2017 Form 10-Q.
|
◦
|
Evaluation of the provisions of these contracts, and the comparison of historical accounting policies and practices to the requirements of the new standard (including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies we expect to apply and a comparison to our current revenue recognition policies), is in process. We expect to complete this process prior to the filing of, and make disclosures in, the third quarter Form 10-Q.
|
◦
|
Implementation of any required changes to our systems and processes, including updating our internal controls, is expected to be completed during the remainder of 2017.
|
◦
|
Significant financing component - We believe that for substantially all of our contracts, the transfer of a promised good to a customer and the customer’s payment for that good will be one year or less. Thus, we will not adjust the promised amount of consideration for the effects of a significant financing component.
|
◦
|
Sales taxes - We will exclude from its transaction price any amounts collected from customers for all sales (and other similar) taxes. This is consistent with our current practice.
|
◦
|
Shipping and handling - We will elect to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities rather than assessing such activities as performance obligations.
|
•
|
ASU 2016-02 “ Leases”: Requires that a lessee recognize a right-of-use asset and a lease liability on the balance sheet for most lease arrangements. This ASU will be effective January 1, 2019, and we are assessing all potential impacts of the standard. Currently, we anticipate adopting this standard January 1, 2019. We believe it will increase our assets
|
•
|
ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment": This ASU simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this ASU, the annual goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value up to the total amount of goodwill for the reporting unit. This ASU will be effective January 1, 2020, with early adoption permitted. We are currently evaluating this guidance, and do not expect it to materially impact our future financial statements.
|
•
|
ASUs 2016-13 “Financial Instruments - Credit Losses”, 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, and 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" are currently being evaluated. However, we do not expect these updates to materially impact our future financial statements.
|
|
Six Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
LIFO expense
|
$
|
2.5
|
|
|
$
|
7.3
|
|
|
$
|
2.1
|
|
|
$
|
7.3
|
|
•
|
Residential Products:
This segment supplies a variety of components and machinery used by bedding manufacturers in the production and assembly of their finished products. We also produce or distribute carpet cushion, fabric, and geo components.
|
•
|
Industrial Products:
These operations primarily supply steel rod and drawn steel wire to our other operations and to external customers. Our customers use this wire to make bedding, mechanical springs, and many other end products.
|
•
|
Furniture Products:
Operations in this segment supply a wide range of components for residential and work furniture manufacturers, as well as select lines of private-label finished furniture, adjustable bed bases, fashion beds, and bed frames.
|
•
|
Specialized Products:
From this segment we supply mechanical and pneumatic lumbar support systems, seat suspension systems, motors and actuators, and control cables used by automotive manufacturers. We also produce and distribute titanium and nickel tubing and tube assemblies for the aerospace industry.
|
|
Trade
Sales
|
|
Inter-
Segment
Sales
|
|
Total
Sales
|
|
EBIT
|
||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Residential Products
|
$
|
407.8
|
|
|
$
|
4.2
|
|
|
$
|
412.0
|
|
|
$
|
50.2
|
|
Industrial Products
|
75.9
|
|
|
63.3
|
|
|
139.2
|
|
|
7.1
|
|
||||
Furniture Products
|
267.2
|
|
|
4.4
|
|
|
271.6
|
|
|
20.3
|
|
||||
Specialized Products
|
238.4
|
|
|
1.7
|
|
|
240.1
|
|
|
44.1
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
.6
|
|
|||||||
|
$
|
989.3
|
|
|
$
|
73.6
|
|
|
$
|
1,062.9
|
|
|
$
|
122.3
|
|
Three Months Ended June 30, 2016
|
|
|
|
|
|
||||||||||
Residential Products
|
$
|
408.0
|
|
|
$
|
4.2
|
|
|
$
|
412.2
|
|
|
$
|
52.2
|
|
Industrial Products
|
79.9
|
|
|
70.2
|
|
|
150.1
|
|
|
13.0
|
|
||||
Furniture Products
|
235.6
|
|
|
17.3
|
|
|
252.9
|
|
|
24.6
|
|
||||
Specialized Products
|
235.4
|
|
|
1.8
|
|
|
237.2
|
|
|
54.7
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
2.0
|
|
|||||||
|
$
|
958.9
|
|
|
$
|
93.5
|
|
|
$
|
1,052.4
|
|
|
$
|
146.5
|
|
|
Trade
Sales
|
|
Inter-
Segment
Sales
|
|
Total
Sales
|
|
EBIT
|
||||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Residential Products
|
$
|
799.1
|
|
|
$
|
9.0
|
|
|
$
|
808.1
|
|
|
$
|
92.7
|
|
Industrial Products
|
145.7
|
|
|
128.9
|
|
|
274.6
|
|
|
15.9
|
|
||||
Furniture Products
|
532.0
|
|
|
10.7
|
|
|
542.7
|
|
|
40.6
|
|
||||
Specialized Products
|
472.8
|
|
|
3.6
|
|
|
476.4
|
|
|
87.1
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
1.9
|
|
|||||||
|
$
|
1,949.6
|
|
|
$
|
152.2
|
|
|
$
|
2,101.8
|
|
|
$
|
238.2
|
|
Six Months Ended June 30, 2016
|
|
|
|
|
|
||||||||||
Residential Products
|
$
|
798.2
|
|
|
$
|
9.1
|
|
|
$
|
807.3
|
|
|
$
|
85.3
|
|
Industrial Products
|
157.0
|
|
|
150.3
|
|
|
307.3
|
|
|
33.1
|
|
||||
Furniture Products
|
486.9
|
|
|
38.3
|
|
|
525.2
|
|
|
56.1
|
|
||||
Specialized Products
|
455.2
|
|
|
3.5
|
|
|
458.7
|
|
|
98.2
|
|
||||
Intersegment eliminations and other
|
|
|
|
|
|
|
.9
|
|
|||||||
|
$
|
1,897.3
|
|
|
$
|
201.2
|
|
|
$
|
2,098.5
|
|
|
$
|
273.6
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Residential Products
|
$
|
542.4
|
|
|
$
|
527.2
|
|
Industrial Products
|
144.2
|
|
|
147.4
|
|
||
Furniture Products
|
234.5
|
|
|
219.4
|
|
||
Specialized Products
|
269.7
|
|
|
248.7
|
|
||
Other (1)
|
—
|
|
|
.2
|
|
||
Average current liabilities included in segment numbers above
|
534.9
|
|
|
495.9
|
|
||
Unallocated assets (2)
|
1,461.2
|
|
|
1,378.3
|
|
||
Difference between average assets and period-end balance sheet
|
94.6
|
|
|
(33.0
|
)
|
||
Total assets
|
$
|
3,281.5
|
|
|
$
|
2,984.1
|
|
(1)
|
Businesses sold or classified as discontinued operations.
|
(2)
|
Unallocated assets consist primarily of goodwill, other intangibles, cash and deferred tax assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
Six Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||
|
Divested
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Trade sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential Products:
|
|
|
|
|
|
|
|
|
|
||||||||
Machinery operation
|
Fourth quarter 2016
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Industrial Products:
|
|
|
|
|
|
|
|
|
|
||||||||
Wire Products operation
|
Fourth quarter 2016
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
4.4
|
|
||||
Wire Products operation
|
Second quarter 2016
|
|
—
|
|
|
19.5
|
|
|
—
|
|
|
8.1
|
|
||||
Specialized Products:
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial Vehicle Products (CVP) operation
|
Second quarter 2016
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
7.8
|
|
||||
Total trade sales
|
|
|
$
|
—
|
|
|
$
|
45.6
|
|
|
$
|
—
|
|
|
$
|
21.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBIT:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential Products:
|
|
|
|
|
|
|
|
|
|
||||||||
Machinery operation
|
Fourth quarter 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Industrial Products:
|
|
|
|
|
|
|
|
|
|
||||||||
Wire Products operation
|
Fourth quarter 2016
|
|
—
|
|
|
.2
|
|
|
—
|
|
|
—
|
|
||||
Wire Products operation
|
Second quarter 2016
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
.8
|
|
||||
Specialized Products:
|
|
|
|
|
|
|
|
|
|
||||||||
CVP operation
|
Second quarter 2016
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
1.3
|
|
||||
Total EBIT
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
Six Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||||||||||||
|
Goodwill
|
|
Other Long-Lived Assets
|
|
Total
|
|
Goodwill
|
|
Other Long-Lived Assets
|
|
Total
|
|
Goodwill
|
|
Other Long-Lived Assets
|
|
Total
|
|
Goodwill
|
|
Other Long-Lived Assets
|
|
Total
|
||||||||||||||||||||||||
Furniture Products
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Specialized Products-CVP unit
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||||||||||
Total impairment charges
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
.1
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
.1
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
173.7
|
|
|
$
|
190.5
|
|
|
$
|
87.6
|
|
|
$
|
99.5
|
|
Earnings attributable to noncontrolling interest, net of tax
|
—
|
|
|
(.2
|
)
|
|
—
|
|
|
1.4
|
|
||||
Net earnings from continuing operations attributable to Leggett & Platt, Inc. common shareholders
|
173.7
|
|
|
190.3
|
|
|
87.6
|
|
|
100.9
|
|
||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
20.4
|
|
|
—
|
|
|
20.3
|
|
||||
Net earnings attributable to Leggett & Platt, Inc. common shareholders
|
$
|
173.7
|
|
|
$
|
210.7
|
|
|
$
|
87.6
|
|
|
$
|
121.2
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares (in millions):
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares used in basic EPS
|
136.4
|
|
|
138.4
|
|
|
136.0
|
|
|
137.8
|
|
||||
Dilutive effect of stock-based compensation
|
1.4
|
|
|
2.2
|
|
|
1.4
|
|
|
2.3
|
|
||||
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
137.8
|
|
|
140.6
|
|
|
137.4
|
|
|
140.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.27
|
|
|
$
|
1.37
|
|
|
$
|
.64
|
|
|
$
|
.73
|
|
Discontinued operations
|
—
|
|
|
.15
|
|
|
—
|
|
|
.15
|
|
||||
Basic EPS attributable to Leggett & Platt, Inc. common shareholders
|
$
|
1.27
|
|
|
$
|
1.52
|
|
|
$
|
.64
|
|
|
$
|
.88
|
|
Diluted EPS attributable to Leggett & Platt, Inc. common shareholders
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.26
|
|
|
$
|
1.35
|
|
|
$
|
.64
|
|
|
$
|
.72
|
|
Discontinued operations
|
—
|
|
|
.15
|
|
|
—
|
|
|
.15
|
|
||||
Diluted EPS attributable to Leggett & Platt, Inc. common shareholders
|
$
|
1.26
|
|
|
$
|
1.50
|
|
|
$
|
.64
|
|
|
$
|
.87
|
|
|
|
|
|
|
|
|
|
||||||||
Other information:
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted EPS computation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade accounts receivable
|
$
|
554.1
|
|
|
$
|
—
|
|
|
$
|
456.5
|
|
|
$
|
—
|
|
Trade notes receivable
|
.5
|
|
|
.5
|
|
|
1.5
|
|
|
.7
|
|
||||
Total trade receivables
|
554.6
|
|
|
.5
|
|
|
458.0
|
|
|
.7
|
|
||||
Other notes receivable
|
—
|
|
|
24.6
|
|
|
—
|
|
|
24.6
|
|
||||
Income tax receivables
|
4.6
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
||||
Other receivables
|
26.0
|
|
|
—
|
|
|
26.7
|
|
|
—
|
|
||||
Subtotal other receivables
|
30.6
|
|
|
24.6
|
|
|
35.8
|
|
|
24.6
|
|
||||
Total trade and other receivables
|
585.2
|
|
|
25.1
|
|
|
493.8
|
|
|
25.3
|
|
||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Trade accounts receivable
|
(7.3
|
)
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
||||
Trade notes receivable
|
(.2
|
)
|
|
(.1
|
)
|
|
(.1
|
)
|
|
(.2
|
)
|
||||
Total trade receivables
|
(7.5
|
)
|
|
(.1
|
)
|
|
(7.2
|
)
|
|
(.2
|
)
|
||||
Other notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total allowance for doubtful accounts
|
(7.5
|
)
|
|
(.1
|
)
|
|
(7.2
|
)
|
|
(.2
|
)
|
||||
Total net receivables
|
$
|
577.7
|
|
|
$
|
25.0
|
|
|
$
|
486.6
|
|
|
$
|
25.1
|
|
|
Balance at December 31, 2016
|
|
2017
Charges
|
|
2017
Charge-
offs,
Net of
Recoveries
|
|
Balance at June 30, 2017
|
||||||||
Trade accounts receivable
|
$
|
7.1
|
|
|
$
|
.8
|
|
|
$
|
.6
|
|
|
$
|
7.3
|
|
Trade notes receivable
|
.3
|
|
|
—
|
|
|
—
|
|
|
.3
|
|
||||
Total trade receivables
|
7.4
|
|
|
.8
|
|
|
.6
|
|
|
7.6
|
|
||||
Other notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total allowance for doubtful accounts
|
$
|
7.4
|
|
|
$
|
.8
|
|
|
$
|
.6
|
|
|
$
|
7.6
|
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Cash payments in lieu of options
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Stock-based retirement plans contributions
|
3.6
|
|
|
.7
|
|
|
3.5
|
|
|
.7
|
|
||||
Discounts on various stock awards:
|
|
|
|
|
|
|
|
||||||||
Deferred Stock Compensation Program
|
1.2
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
Stock-based retirement plans
|
.7
|
|
|
—
|
|
|
.7
|
|
|
—
|
|
||||
Discount Stock Plan
|
.6
|
|
|
—
|
|
|
.5
|
|
|
—
|
|
||||
Performance Stock Unit awards (1)
|
2.7
|
|
|
2.1
|
|
|
2.5
|
|
|
4.4
|
|
||||
Restricted Stock Unit awards
|
1.2
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
||||
Profitable Growth Incentive awards (2)
|
.8
|
|
|
.9
|
|
|
2.5
|
|
|
2.0
|
|
||||
Other, primarily non-employee directors restricted stock
|
.5
|
|
|
—
|
|
|
.7
|
|
|
—
|
|
||||
Total stock-related compensation expense
|
11.3
|
|
|
$
|
3.7
|
|
|
13.9
|
|
|
$
|
8.1
|
|
||
Employee contributions for above stock plans
|
8.9
|
|
|
|
|
7.9
|
|
|
|
||||||
Total stock-based compensation
|
$
|
20.2
|
|
|
|
|
$
|
21.8
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Tax benefits on stock-based compensation expense
|
$
|
4.1
|
|
|
|
|
$
|
5.1
|
|
|
|
||||
Tax benefits on stock-based compensation payments
|
10.1
|
|
|
|
|
8.3
|
|
|
|
||||||
Total tax benefits associated with stock-based compensation
|
$
|
14.2
|
|
|
|
|
$
|
13.4
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
—
|
|
Cash payments in lieu of options
|
—
|
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
||||
Stock-based retirement plans contributions
|
2.2
|
|
|
.3
|
|
|
1.7
|
|
|
.3
|
|
||||
Discounts on various stock awards:
|
|
|
|
|
|
|
|
||||||||
Deferred Stock Compensation Program
|
.5
|
|
|
—
|
|
|
.5
|
|
|
—
|
|
||||
Stock-based retirement plans
|
.4
|
|
|
—
|
|
|
.3
|
|
|
—
|
|
||||
Discount Stock Plan
|
.3
|
|
|
—
|
|
|
.2
|
|
|
—
|
|
||||
Performance Stock Unit awards (1)
|
1.4
|
|
|
1.9
|
|
|
1.3
|
|
|
2.2
|
|
||||
Restricted Stock Unit awards
|
.6
|
|
|
—
|
|
|
.7
|
|
|
—
|
|
||||
Profitable Growth Incentive awards (2)
|
.4
|
|
|
.4
|
|
|
.9
|
|
|
.8
|
|
||||
Other, primarily non-employee directors restricted stock
|
.3
|
|
|
—
|
|
|
.3
|
|
|
—
|
|
||||
Total stock-related compensation expense
|
6.1
|
|
|
$
|
2.6
|
|
|
6.0
|
|
|
$
|
3.2
|
|
||
Employee contributions for above stock plans
|
3.8
|
|
|
|
|
3.4
|
|
|
|
||||||
Total stock-based compensation
|
$
|
9.9
|
|
|
|
|
$
|
9.4
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Tax benefits on stock-based compensation expense
|
$
|
2.2
|
|
|
|
|
$
|
2.2
|
|
|
|
||||
Tax benefits on stock-based compensation payments
|
1.3
|
|
|
|
|
2.5
|
|
|
|
||||||
Total tax benefits associated with stock-based compensation
|
$
|
3.5
|
|
|
|
|
$
|
4.7
|
|
|
|
||||
|
|
|
|
|
|
|
|
•
|
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.
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Total shares base award
|
.1
|
|
|
.1
|
|
||
Grant date per share fair value
|
$
|
50.75
|
|
|
$
|
40.16
|
|
Risk-free interest rate
|
1.5
|
%
|
|
1.3
|
%
|
||
Expected life in years
|
3.0
|
|
|
3.0
|
|
||
Expected volatility (over expected life)
|
19.5
|
%
|
|
19.2
|
%
|
||
Expected dividend yield (over expected life)
|
2.8
|
%
|
|
3.1
|
%
|
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
|
||
2013
|
|
December 31, 2015
|
|
27th percentile
|
|
165.4%
|
|
.4 million
|
|
$
|
8.5
|
|
|
January 2016
|
2014
|
|
December 31, 2016
|
|
10th percentile
|
|
175.0%
|
|
.4 million
|
|
$
|
9.8
|
|
|
January 2017
|
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
|
||
2014
|
|
December 31, 2015
|
|
224.7%
|
|
.2 million
|
|
$
|
6.7
|
|
|
March 2016
|
2015
|
|
December 31, 2016
|
|
36.0%
|
|
<.1 million
|
|
$
|
.8
|
|
|
March 2017
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Accounts receivable
|
$
|
7.8
|
|
|
$
|
1.1
|
|
Inventory
|
5.3
|
|
|
4.0
|
|
||
Property, plant and equipment
|
4.5
|
|
|
2.5
|
|
||
Goodwill
|
13.1
|
|
|
3.8
|
|
||
Other intangible assets, primarily customer-related intangibles
|
17.9
|
|
|
7.5
|
|
||
Other current and long-term assets
|
.1
|
|
|
—
|
|
||
Current liabilities
|
(3.8
|
)
|
|
(2.0
|
)
|
||
Long-term liabilities
|
(3.5
|
)
|
|
—
|
|
||
Non-controlling interest
|
(.5
|
)
|
|
—
|
|
||
Fair value of net identifiable assets
|
40.9
|
|
|
16.9
|
|
||
Additional consideration payable
|
(2.1
|
)
|
|
(.4
|
)
|
||
Additional consideration for prior years’ acquisitions
|
—
|
|
|
.4
|
|
||
Net cash consideration
|
$
|
38.8
|
|
|
$
|
16.9
|
|
Six Months Ended
|
|
Number of Acquisitions
|
|
Segment
|
|
Product/Service
|
June 30, 2017
|
|
2
|
|
Residential Products; Furniture Products
|
|
Distributor and installer of geosynthetic products; Surface-critical bent tube components
|
June 30, 2016
|
|
1
|
|
Specialized Products
|
|
Fabricated tubing and pipe assemblies
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net pension expense
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2.5
|
|
|
$
|
2.3
|
|
|
$
|
1.3
|
|
|
$
|
1.1
|
|
Interest cost
|
5.6
|
|
|
5.9
|
|
|
2.8
|
|
|
3.0
|
|
||||
Expected return on plan assets
|
(6.7
|
)
|
|
(6.5
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
||||
Recognized net actuarial loss
|
2.3
|
|
|
2.4
|
|
|
1.1
|
|
|
1.2
|
|
||||
Net pension expense
|
$
|
3.7
|
|
|
$
|
4.1
|
|
|
$
|
1.9
|
|
|
$
|
2.1
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||||||
|
Total
Equity
|
|
Retained
Earnings
|
|
Common
Stock &
Additional
Contributed
Capital
|
|
Treasury
Stock
|
|
Noncontrolling
Interest
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
Beginning balance, January 1, 2017
|
$
|
1,094.0
|
|
|
$
|
2,410.5
|
|
|
$
|
508.2
|
|
|
$
|
(1,713.5
|
)
|
|
$
|
2.4
|
|
|
$
|
(113.6
|
)
|
Effect of accounting change on prior years (See Note 2)
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted beginning balance, January 1, 2017
|
1,095.2
|
|
|
2,411.7
|
|
|
508.2
|
|
|
(1,713.5
|
)
|
|
2.4
|
|
|
(113.6
|
)
|
||||||
Net earnings
|
173.7
|
|
|
173.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Earnings) loss attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared
|
(92.7
|
)
|
|
(95.2
|
)
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury stock purchased
|
(118.3
|
)
|
|
—
|
|
|
—
|
|
|
(118.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Treasury stock issued
|
12.5
|
|
|
—
|
|
|
(19.4
|
)
|
|
31.9
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
44.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.1
|
|
||||||
Cash flow hedges, net of tax
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Defined benefit pension plans, net of tax
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Stock-based compensation transactions, net of tax
|
16.0
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of remaining interest in noncontrolling interest, net of acquisitions
|
(2.6
|
)
|
|
—
|
|
|
(.7
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
||||||
Ending balance, June 30, 2017
|
$
|
1,133.6
|
|
|
$
|
2,490.2
|
|
|
$
|
506.6
|
|
|
$
|
(1,799.9
|
)
|
|
$
|
.5
|
|
|
$
|
(63.8
|
)
|
|
Six Months Ended June 30, 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
|
210.9
|
|
|
210.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Earnings) loss attributable to noncontrolling interest, net of tax
|
—
|
|
|
(.2
|
)
|
|
—
|
|
|
—
|
|
|
.2
|
|
|
—
|
|
||||||
Dividends declared
|
(88.4
|
)
|
|
(90.9
|
)
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends paid to noncontrolling interest
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
||||||
Treasury stock purchased
|
(167.7
|
)
|
|
—
|
|
|
—
|
|
|
(167.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Treasury stock issued
|
20.5
|
|
|
—
|
|
|
(15.8
|
)
|
|
36.3
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
||||||
Cash flow hedges, net of tax
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||||
Defined benefit pension plans, net of tax
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||||
Stock-based compensation transactions, net of tax
|
16.4
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
(35.2
|
)
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
|
(8.3
|
)
|
|
1.0
|
|
||||||
Ending balance, June 30, 2016
|
$
|
1,065.6
|
|
|
$
|
2,329.0
|
|
|
$
|
506.7
|
|
|
$
|
(1,695.4
|
)
|
|
$
|
2.3
|
|
|
$
|
(77.0
|
)
|
|
Foreign
Currency
Translation
Adjustments
|
|
Cash
Flow
Hedges
|
|
Defined
Benefit
Pension
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance, January 1, 2017
|
$
|
(38.6
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
(57.2
|
)
|
|
$
|
(113.6
|
)
|
Other comprehensive income (loss)
|
44.1
|
|
|
1.9
|
|
|
(.5
|
)
|
|
45.5
|
|
||||
Reclassifications, pretax (1)
|
—
|
|
|
4.2
|
|
|
2.3
|
|
|
6.5
|
|
||||
Income tax effect
|
—
|
|
|
(1.5
|
)
|
|
(.7
|
)
|
|
(2.2
|
)
|
||||
Attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, June 30, 2017
|
$
|
5.5
|
|
|
$
|
(13.2
|
)
|
|
$
|
(56.1
|
)
|
|
$
|
(63.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance, January 1, 2016
|
$
|
(4.8
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(58.1
|
)
|
|
$
|
(91.1
|
)
|
Other comprehensive income (loss)
|
7.2
|
|
|
.1
|
|
|
.1
|
|
|
7.4
|
|
||||
Reclassifications, pretax (2)
|
(1.7
|
)
|
|
8.2
|
|
|
2.4
|
|
|
8.9
|
|
||||
Income tax effect
|
—
|
|
|
(2.3
|
)
|
|
(.9
|
)
|
|
(3.2
|
)
|
||||
Attributable to noncontrolling interest
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Balance, June 30, 2016
|
$
|
1.7
|
|
|
$
|
(22.2
|
)
|
|
$
|
(56.5
|
)
|
|
$
|
(77.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
(1) 2017 pretax reclassifications are comprised of:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
Cost of goods sold; selling and administrative expenses
|
—
|
|
|
.3
|
|
|
2.3
|
|
|
2.6
|
|
||||
Interest expense
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total reclassifications, pretax
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
2.3
|
|
|
$
|
6.5
|
|
|
|
|
|
|
|
|
|
||||||||
(2) 2016 pretax reclassifications are comprised of:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
Cost of goods sold; selling and administrative expenses
|
—
|
|
|
.2
|
|
|
2.4
|
|
|
2.6
|
|
||||
Interest expense
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Other income (expense), net
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||
Total reclassifications, pretax
|
$
|
(1.7
|
)
|
|
$
|
8.2
|
|
|
$
|
2.4
|
|
|
$
|
8.9
|
|
•
|
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 June 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Bank time deposits with original maturities of three months or less
|
$
|
—
|
|
|
$
|
178.3
|
|
|
$
|
—
|
|
|
$
|
178.3
|
|
Derivative assets (Note 14)
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
||||
Diversified investments associated with the Executive Stock Unit Program (ESUP)*
|
31.1
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
||||
Total assets
|
$
|
31.1
|
|
|
$
|
180.7
|
|
|
$
|
—
|
|
|
$
|
211.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities* (Note 14)
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Liabilities associated with the ESUP*
|
30.9
|
|
|
—
|
|
|
—
|
|
|
30.9
|
|
||||
Total liabilities
|
$
|
30.9
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
31.9
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Bank time deposits with original maturities of three months or less
|
$
|
—
|
|
|
$
|
145.8
|
|
|
$
|
—
|
|
|
$
|
145.8
|
|
Derivative assets (Note 14)
|
—
|
|
|
.8
|
|
|
—
|
|
|
.8
|
|
||||
Diversified investments associated with the ESUP*
|
26.8
|
|
|
—
|
|
|
—
|
|
|
26.8
|
|
||||
Total assets
|
$
|
26.8
|
|
|
$
|
146.6
|
|
|
$
|
—
|
|
|
$
|
173.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities* (Note 14)
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
4.1
|
|
Liabilities associated with the ESUP*
|
25.6
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
||||
Total liabilities
|
$
|
25.6
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
29.7
|
|
|
Expiring at various dates through:
|
|
Total USD
Equivalent
Notional
Amount
|
|
As of June 30, 2017
|
||||||||
|
Assets
|
|
Liabilities
|
||||||||||
Other Current
Assets
|
|
Other Current
Liabilities
|
|||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Currency hedges:
|
|
|
|
|
|
|
|
||||||
Future USD sales of Canadian, Chinese, European and Swiss subsidiaries
|
Jun 2018
|
|
$
|
91.8
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
Future DKK sales of Polish subsidiary
|
Dec 2017
|
|
4.7
|
|
|
.3
|
|
|
—
|
|
|||
Future USD purchases of Canadian, European and South Korean subsidiaries
|
Dec 2017
|
|
5.9
|
|
|
—
|
|
|
.1
|
|
|||
Future EUR sales of UK, Chinese and Swiss subsidiaries
|
Dec 2017
|
|
20.3
|
|
|
—
|
|
|
.4
|
|
|||
Future MXN purchases of a USD subsidiary
|
Dec 2017
|
|
2.9
|
|
|
—
|
|
|
.1
|
|
|||
Future JPY sales of Chinese subsidiary
|
Jun 2018
|
|
4.0
|
|
|
.1
|
|
|
—
|
|
|||
Total cash flow hedges
|
|
|
|
|
1.7
|
|
|
.6
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||||
USD inter-company note receivables on a CAD subsidiary
|
Aug 2017
|
|
7.0
|
|
|
.1
|
|
|
—
|
|
|||
ZAR inter-company note receivable on a USD subsidiary
|
Dec 2017
|
|
2.3
|
|
|
—
|
|
|
.4
|
|
|||
USD inter-company note receivable on a Swiss subsidiary
|
Aug 2017
|
|
5.5
|
|
|
.3
|
|
|
—
|
|
|||
Total fair value hedges
|
|
|
|
|
.4
|
|
|
.4
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||||||
USD receivable on a CAD subsidiary
|
Jul 2017
|
|
8.0
|
|
|
.2
|
|
|
—
|
|
|||
Hedge of USD Cash on EUR subsidiary
|
Jul 2017
|
|
5.0
|
|
|
.1
|
|
|
—
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
|
|
.3
|
|
|
—
|
|
||||
|
|
|
|
|
$
|
2.4
|
|
|
$
|
1.0
|
|
|
Expiring at various dates through:
|
|
Total USD
Equivalent
Notional
Amount
|
|
As of December 31, 2016
|
||||||||
|
Assets
|
|
Liabilities
|
||||||||||
Other Current
Assets
|
|
Other Current
Liabilities
|
|||||||||||
Derivatives designated as hedging instruments
|
|||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Currency hedges:
|
|
|
|
|
|
|
|
||||||
Future USD sales of Canadian, Chinese and Swiss subsidiaries
|
Dec 2017
|
|
$
|
80.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Future USD purchases of European subsidiaries
|
Dec 2017
|
|
3.8
|
|
|
.1
|
|
|
—
|
|
|||
Future MXN purchases of a USD subsidiary
|
Dec 2017
|
|
5.8
|
|
|
—
|
|
|
.9
|
|
|||
Future JPY sales of a Chinese subsidiary
|
Dec 2017
|
|
3.5
|
|
|
.3
|
|
|
—
|
|
|||
Future DKK sales of a Polish subsidiary
|
Mar 2017
|
|
10.1
|
|
|
.1
|
|
|
—
|
|
|||
Future EUR sales of Chinese, Swiss and UK subsidiaries
|
Dec 2017
|
|
6.4
|
|
|
—
|
|
|
.2
|
|
|||
Total cash flow hedges
|
|
|
|
|
.5
|
|
|
3.5
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||||
USD inter-company note receivable on a CAD subsidiary
|
Jan 2017
|
|
24.0
|
|
|
.2
|
|
|
.1
|
|
|||
PLN inter-company note receivable on GBP subsidiary
|
Jun 2017
|
|
2.3
|
|
|
.1
|
|
|
—
|
|
|||
ZAR inter-company note receivable on a USD subsidiary
|
Dec 2017
|
|
2.3
|
|
|
—
|
|
|
.1
|
|
|||
Total fair value hedges
|
|
|
|
|
.3
|
|
|
.2
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||||||
Non-deliverable hedge on USD exposure to CNY
|
Dec 2017
|
|
19.0
|
|
|
—
|
|
|
.3
|
|
|||
Hedge of EUR Cash on USD subsidiary
|
Jan 2017
|
|
5.9
|
|
|
—
|
|
|
.1
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
|
|
—
|
|
|
.4
|
|
||||
|
|
|
|
|
$
|
.8
|
|
|
$
|
4.1
|
|
|
Caption in Statement of Operations
|
|
Amount of (Gain) Loss Recorded in Income Six Months Ended June 30,
|
|
Amount of (Gain) Loss Recorded in Income Three Months Ended June 30,
|
||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate cash flow hedges
|
Interest expense
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
Currency cash flow hedges
|
Net sales
|
|
1.4
|
|
|
5.2
|
|
|
.1
|
|
|
2.1
|
|
||||
Currency cash flow hedges
|
Cost of goods sold
|
|
.1
|
|
|
.4
|
|
|
—
|
|
|
.3
|
|
||||
Total cash flow hedges
|
|
|
3.6
|
|
|
7.7
|
|
|
1.1
|
|
|
3.5
|
|
||||
Fair value hedges
|
Other (income) expense, net
|
|
(.4
|
)
|
|
(1.8
|
)
|
|
(.5
|
)
|
|
(.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
Other (income) expense, net
|
|
(.7
|
)
|
|
(.2
|
)
|
|
(.7
|
)
|
|
.2
|
|
||||
Total derivative instruments
|
|
|
$
|
2.5
|
|
|
$
|
5.7
|
|
|
$
|
(.1
|
)
|
|
$
|
3.2
|
|
|
Six Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Litigation contingency accrual - Beginning of period
|
$
|
3.2
|
|
|
$
|
8.1
|
|
|
$
|
3.2
|
|
|
$
|
4.1
|
|
Adjustment to accruals - expense (income)
|
.2
|
|
|
5.0
|
|
|
.2
|
|
|
5.0
|
|
||||
Cash payments
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
||||
Litigation contingency accrual - End of period
|
$
|
3.4
|
|
|
$
|
4.1
|
|
|
$
|
3.4
|
|
|
$
|
4.1
|
|
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
LIFO expense
|
$
|
2.5
|
|
|
$
|
7.3
|
|
|
$
|
2.1
|
|
|
$
|
7.3
|
|
Sales (Dollar amounts in millions)
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
|
Change in Sales
|
|
% Change in
Same Location
Sales(1)
|
||||||||||
$
|
|
%
|
|
||||||||||||||
Residential Products
|
$
|
412.0
|
|
|
$
|
412.2
|
|
|
$
|
(.2
|
)
|
|
—
|
%
|
|
(3.0
|
)%
|
Industrial Products
|
139.2
|
|
|
150.1
|
|
|
(10.9
|
)
|
|
(7.3
|
)
|
|
.7
|
|
|||
Furniture Products
|
271.6
|
|
|
252.9
|
|
|
18.7
|
|
|
7.4
|
|
|
5.9
|
|
|||
Specialized Products
|
240.1
|
|
|
237.2
|
|
|
2.9
|
|
|
1.2
|
|
|
4.7
|
|
|||
Total
|
1,062.9
|
|
|
1,052.4
|
|
|
10.5
|
|
|
1.0
|
|
|
|
||||
Intersegment sales
|
(73.6
|
)
|
|
(93.5
|
)
|
|
19.9
|
|
|
|
|
|
|||||
Trade sales
|
$
|
989.3
|
|
|
$
|
958.9
|
|
|
$
|
30.4
|
|
|
3.2
|
%
|
|
3.7
|
%
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
|
Change in EBIT
|
|
EBIT Margins(2)
|
|||||||||||||
EBIT (Dollar amounts in millions)
|
$
|
|
%
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
|||||||||||||
Residential Products
|
$
|
50.2
|
|
|
$
|
52.2
|
|
|
$
|
(2.0
|
)
|
|
(3.8
|
)%
|
|
12.2
|
%
|
|
12.7
|
%
|
Industrial Products
|
7.1
|
|
|
13.0
|
|
|
(5.9
|
)
|
|
(45.4
|
)
|
|
5.1
|
|
|
8.7
|
|
|||
Furniture Products
|
20.3
|
|
|
24.6
|
|
|
(4.3
|
)
|
|
(17.5
|
)
|
|
7.5
|
|
|
9.7
|
|
|||
Specialized Products
|
44.1
|
|
|
54.7
|
|
|
(10.6
|
)
|
|
(19.4
|
)
|
|
18.4
|
|
|
23.1
|
|
|||
Intersegment eliminations & other
|
.6
|
|
|
2.0
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
122.3
|
|
|
$
|
146.5
|
|
|
$
|
(24.2
|
)
|
|
(16.5
|
)%
|
|
12.4
|
%
|
|
15.3
|
%
|
(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 trade sales.
|
Sales (Dollar amounts in millions)
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
|
Change in Sales
|
|
% Change in
Same Location
Sales(1)
|
||||||||||
$
|
|
%
|
|
||||||||||||||
Residential Products
|
$
|
808.1
|
|
|
$
|
807.3
|
|
|
$
|
0.8
|
|
|
.1
|
%
|
|
(2.4
|
)%
|
Industrial Products
|
274.6
|
|
|
307.3
|
|
|
(32.7
|
)
|
|
(10.6
|
)
|
|
(1.7
|
)
|
|||
Furniture Products
|
542.7
|
|
|
525.2
|
|
|
17.5
|
|
|
3.3
|
|
|
2.6
|
|
|||
Specialized Products
|
476.4
|
|
|
458.7
|
|
|
17.7
|
|
|
3.9
|
|
|
6.9
|
|
|||
Total
|
2,101.8
|
|
|
2,098.5
|
|
|
3.3
|
|
|
.2
|
|
|
|
||||
Intersegment sales
|
(152.2
|
)
|
|
(201.2
|
)
|
|
49.0
|
|
|
|
|
|
|||||
Trade sales
|
$
|
1,949.6
|
|
|
$
|
1,897.3
|
|
|
$
|
52.3
|
|
|
2.8
|
%
|
|
3.8
|
%
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
|
Change in EBIT
|
|
EBIT Margins(2)
|
|||||||||||||
EBIT (Dollar amounts in millions)
|
$
|
|
%
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
|||||||||||||
Residential Products
|
$
|
92.7
|
|
|
$
|
85.3
|
|
|
$
|
7.4
|
|
|
8.7
|
%
|
|
11.5
|
%
|
|
10.6
|
%
|
Industrial Products
|
15.9
|
|
|
33.1
|
|
|
(17.2
|
)
|
|
(52.0
|
)
|
|
5.8
|
|
|
10.8
|
|
|||
Furniture Products
|
40.6
|
|
|
56.1
|
|
|
(15.5
|
)
|
|
(27.6
|
)
|
|
7.5
|
|
|
10.7
|
|
|||
Specialized Products
|
87.1
|
|
|
98.2
|
|
|
(11.1
|
)
|
|
(11.3
|
)
|
|
18.3
|
|
|
21.4
|
|
|||
Intersegment eliminations & other
|
1.9
|
|
|
.9
|
|
|
1.0
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
238.2
|
|
|
$
|
273.6
|
|
|
$
|
(35.4
|
)
|
|
(12.9
|
)%
|
|
12.2
|
%
|
|
14.4
|
%
|
(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 trade sales.
|
(Amounts in millions)
|
June 30, 2017
|
|
December 31,
2016
|
||||
Current assets
|
$
|
1,540
|
|
|
$
|
1,325
|
|
Current liabilities
|
(742
|
)
|
|
(707
|
)
|
||
Working capital
|
798
|
|
|
618
|
|
||
Cash and cash equivalents
|
(335
|
)
|
|
(282
|
)
|
||
Current debt maturities
|
3
|
|
|
4
|
|
||
Adjusted working capital
|
$
|
466
|
|
|
$
|
340
|
|
Annualized sales (1)
|
$
|
3,956
|
|
|
$
|
3,616
|
|
Working capital as a percent of annualized sales
|
20.2
|
%
|
|
17.1
|
%
|
||
Adjusted working capital as a percent of annualized sales
|
11.8
|
%
|
|
9.4
|
%
|
|
Amount (in millions)
|
|
|
|
Days
|
||||||||
|
|
|
|
|
|
|
Six Months Ended
|
|
Twelve Months Ended
|
||||
|
June 30,
2017
|
|
December 31,
2016
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Trade Receivables
|
$
|
547.1
|
|
|
$
|
450.8
|
|
|
DSO
1
|
|
50
|
|
44
|
|
|
|
|
|
|
|
|
|
|
||||
Inventories
|
$
|
580.0
|
|
|
$
|
519.6
|
|
|
DIO
2
|
|
69
|
|
66
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts Payable
|
$
|
388.3
|
|
|
$
|
351.1
|
|
|
DPO
3
|
|
47
|
|
42
|
|
|
|
|
|
|
|
|
|
|
1.
|
Days sales outstanding: ((beginning of year trade receivables + end of period trade receivables)÷2) ÷ (net trade sales ÷ number of days in the period).
|
2.
|
Days inventory on hand: ((beginning of year inventory + end of period inventory)÷2) ÷ (cost of goods sold ÷ number of days in the period).
|
3.
|
Days payables outstanding: ((beginning of year accounts payable + end of period accounts payable)÷2) ÷ (cost of goods sold ÷ number of days in the period).
|
(Dollar amounts in millions)
|
June 30, 2017
|
|
December 31,
2016
|
||||
Long-term debt outstanding:
|
|
|
|
||||
Scheduled maturities
|
$
|
757
|
|
|
$
|
760
|
|
Average interest rates (1)
|
3.7
|
%
|
|
3.7
|
%
|
||
Average maturities in years (1)
|
5.3
|
|
|
5.8
|
|
||
Revolving credit/commercial paper (2)
|
427
|
|
|
196
|
|
||
Average interest rate on balances as of the dates presented
|
1.3
|
%
|
|
1.0
|
%
|
||
Total long-term debt
|
1,184
|
|
|
956
|
|
||
Deferred income taxes and other liabilities
|
223
|
|
|
227
|
|
||
Shareholders’ equity and noncontrolling interest
|
1,134
|
|
|
1,094
|
|
||
Total capitalization
|
$
|
2,541
|
|
|
$
|
2,277
|
|
Unused committed credit:
|
|
|
|
||||
Long-term
|
$
|
323
|
|
|
$
|
554
|
|
Short-term
|
—
|
|
|
—
|
|
||
Total unused committed credit (2)
|
$
|
323
|
|
|
$
|
554
|
|
Current maturities of long-term debt
|
$
|
3
|
|
|
$
|
4
|
|
Cash and cash equivalents
|
$
|
335
|
|
|
$
|
282
|
|
Ratio of earnings to fixed charges (3)
|
8.2x
|
|
|
9.6 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)
|
The unused credit amount is based on our revolving credit facility and commercial paper program which, at the end of the second quarter of 2017, had $750 million of borrowing capacity.
|
(3)
|
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)
|
June 30, 2017
|
|
December 31,
2016
|
||||
Debt to total capitalization:
|
|
|
|
||||
Long-term debt
|
$
|
1,184
|
|
|
$
|
956
|
|
Current debt maturities
|
3
|
|
|
4
|
|
||
Cash and cash equivalents
|
(335
|
)
|
|
(282
|
)
|
||
Net debt
|
$
|
852
|
|
|
$
|
678
|
|
|
|
|
|
||||
Total capitalization
|
$
|
2,541
|
|
|
$
|
2,277
|
|
Current debt maturities
|
3
|
|
|
4
|
|
||
Cash and cash equivalents
|
(335
|
)
|
|
(282
|
)
|
||
Net capitalization
|
$
|
2,209
|
|
|
$
|
1,999
|
|
|
|
|
|
||||
Long-term debt to total capitalization
|
46.6
|
%
|
|
42.0
|
%
|
||
|
|
|
|
||||
Net debt to net capitalization
|
38.6
|
%
|
|
33.9
|
%
|
(Amounts in millions)
|
June 30, 2017
|
|
December 31,
2016
|
||||
Total program authorized
|
$
|
750
|
|
|
$
|
750
|
|
Commercial paper outstanding (classified as long-term debt)
|
(427
|
)
|
|
(196
|
)
|
||
Letters of credit issued under the credit agreement
|
—
|
|
|
—
|
|
||
Total program usage
|
(427
|
)
|
|
(196
|
)
|
||
Total program available
|
$
|
323
|
|
|
$
|
554
|
|
•
|
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 confidence, 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 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 produced utilizing spare capacity;
|
•
|
our ability to achieve expected levels of cash flow;
|
•
|
our ability to identify and consummate strategically-screened acquisitions;
|
•
|
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 through technology failures or otherwise;
|
•
|
our ability to avoid modification or interruption of our information systems through cyber-security breaches;
|
•
|
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)
|
|||||
April 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
8,162,345
|
|
May 2017
|
197,433
|
|
|
$
|
53.15
|
|
|
180,815
|
|
|
7,981,530
|
|
June 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
7,981,530
|
|
Total
|
197,433
|
|
|
$
|
53.15
|
|
|
180,815
|
|
|
|
(1)
|
This number includes 16,618 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, or forfeitures of stock units, all of which totaled 26,494 shares for the second 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 No.
|
|
Description
|
|
|
|
10.1*
|
|
Summary Sheet of Director Compensation.
|
|
|
|
10.2
|
|
Severance Benefit Agreement between the Company and Karl G. Glassman, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.1 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.3
|
|
Severance Benefit Agreement between the Company and Matthew C. Flanigan, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.2 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.4
|
|
Severance Benefit Agreement between the Company and Perry E. Davis, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.3 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.5
|
|
Severance Benefit Agreement between the Company and J. Mitchell Dolloff, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.4 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.6
|
|
Description of Personal Use of Corporate Aircraft by Karl G. Glassman, filed May 11, 2017 as Exhibit 10.8 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
12*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
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 June 30, 2017 and December 31, 2016; (ii) Consolidated Condensed Statements of Operations for the three and six months ended June 30, 2017 and June 30, 2016; (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2017 and June 30, 2016; (iv) Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2017 and June 30, 2016; and (v) Notes to Consolidated Condensed Financial Statements.
|
|
|
|
|
|
|
LEGGETT & PLATT, INCORPORATED
|
|
|
|
|
|
DATE: August 4, 2017
|
|
By:
|
/s/ K
ARL
G. G
LASSMAN
|
|
|
|
Karl G. Glassman
President and Chief Executive Officer
|
|
|
|
|
DATE: August 4, 2017
|
|
By:
|
/s/ M
ATTHEW
C. F
LANIGAN
|
|
|
|
Matthew C. Flanigan
Executive Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
|
|
10.1*
|
|
Summary Sheet of Director Compensation.
|
|
|
|
10.2
|
|
Severance Benefit Agreement between the Company and Karl G. Glassman, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.1 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.3
|
|
Severance Benefit Agreement between the Company and Matthew C. Flanigan, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.2 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.4
|
|
Severance Benefit Agreement between the Company and Perry E. Davis, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.3 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.5
|
|
Severance Benefit Agreement between the Company and J. Mitchell Dolloff, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.4 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
10.6
|
|
Description of Personal Use of Corporate Aircraft by Karl G. Glassman, filed May 11, 2017 as Exhibit 10.8 to the Company’s Form 8-K, is incorporated by reference. (SEC File No. 001-07845)
|
|
|
|
12*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
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 August 4, 2017.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
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 June 30, 2017 and December 31, 2016; (ii) Consolidated Condensed Statements of Operations for the three and six months ended June 30, 2017 and June 30, 2016; (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2017 and June 30, 2016; (iv) Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2017 and June 30, 2016; and (v) Notes to Consolidated Condensed Financial Statements.
|
|
||||||
|
|
|
|
|
|
|
Compensation Item
|
|
Prior Year
Compensation |
|
Current Year
Compensation |
||
Cash Compensation
|
|
|
|
|
|
|
Board Retainer
|
|
$
|
80,000
|
|
$
|
80,000
|
Audit Committee
|
|
|
|
|
|
|
Chair Retainer
|
|
$
|
25,000
|
|
$
|
25,000
|
Member Retainer
|
|
$
|
10,000
|
|
$
|
10,000
|
Compensation Committee
|
|
|
|
|
|
|
Chair Retainer
|
|
$
|
20,000
|
|
$
|
20,000
|
Member Retainer
|
|
$
|
8,000
|
|
$
|
8,000
|
Nominating & Corporate Governance Committee
|
|
|
|
|
|
|
Chair Retainer
|
|
$
|
15,000
|
|
$
|
15,000
|
Member Retainer
|
|
$
|
7,000
|
|
$
|
7,000
|
Equity Compensation - Restricted Stock or Restricted Stock Units
|
|
|
|
|
|
|
Board Chair Retainer (including director retainer)
|
|
$
|
285,000
|
|
$
|
285,000
|
Director Retainer
|
|
$
|
135,000
|
|
$
|
135,000
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 12
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Leggett & Platt, Incorporated and Subsidiaries
|
|||||||||||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||||||||||
(Amounts in millions of dollars)
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||
|
Six Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pre-tax income from continuing operations including equity-method investment earnings (a)
|
$220.7
|
|
$255.9
|
|
$487.1
|
|
$449.8
|
|
$295.5
|
|
$237.6
|
|
$287.5
|
||||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense and amortization of interest rate swaps and debt discount and premium on all indebtedness (including amount capitalized)
|
21.3
|
|
|
20.1
|
|
|
39.4
|
|
|
41.8
|
|
|
42.3
|
|
|
45.2
|
|
|
44.0
|
|
|||||||
Portion of rental expense under operating leases representative of an interest factor (b)
|
9.4
|
|
|
9.4
|
|
|
17.1
|
|
|
17.3
|
|
|
17.0
|
|
|
16.5
|
|
|
16.0
|
|
|||||||
Amortization of capitalized interest
|
.5
|
|
|
.5
|
|
|
.8
|
|
|
1.0
|
|
|
1.0
|
|
|
.9
|
|
|
.9
|
|
|||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity-method investment (earnings) loss
|
(.2
|
)
|
|
(.3
|
)
|
|
(.5
|
)
|
|
(.4
|
)
|
|
(.3
|
)
|
|
(.5
|
)
|
|
(.6
|
)
|
|||||||
Interest capitalized
|
(.3
|
)
|
|
(.6
|
)
|
|
(.6
|
)
|
|
(.7
|
)
|
|
(.5
|
)
|
|
(.5
|
)
|
|
(.6
|
)
|
|||||||
Total Earnings (c)
|
$
|
251.4
|
|
|
$
|
285.0
|
|
|
$
|
543.3
|
|
|
$
|
508.8
|
|
|
$
|
355.0
|
|
|
$
|
299.2
|
|
|
$
|
347.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense and amortization of interest rate swaps and debt discount and premium on all indebtedness
|
$21.0
|
|
$19.5
|
|
$38.8
|
|
$41.1
|
|
$41.8
|
|
$44.7
|
|
$43.4
|
||||||||||||||
Interest capitalized
|
.3
|
|
|
.6
|
|
|
.6
|
|
|
.7
|
|
|
.5
|
|
|
.5
|
|
|
.6
|
|
|||||||
Portion of rental expense under operating leases representative of an interest factor (b)
|
9.4
|
|
|
9.4
|
|
|
17.1
|
|
|
17.3
|
|
|
17.0
|
|
|
16.5
|
|
|
16.0
|
|
|||||||
Total Fixed Charges
|
$
|
30.7
|
|
|
$
|
29.5
|
|
|
$
|
56.5
|
|
|
$
|
59.1
|
|
|
$
|
59.3
|
|
|
$
|
61.7
|
|
|
$
|
60.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ratio of Earnings to Fixed Charges
|
8.2
|
|
9.7
|
|
9.6
|
|
8.6
|
|
6.0
|
|
4.8
|
|
5.8
|
(a)
|
2012 and 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:
|
August 4, 2017
|
/s/ K
ARL
G. G
LASSMAN
|
|
|
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:
|
August 4, 2017
|
/s/ M
ATTHEW
C. F
LANIGAN
|
|
|
Matthew C. Flanigan
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
Leggett & Platt, Incorporated
|
/s/ K
ARL
G. G
LASSMAN
|
Karl G. Glassman
|
President and Chief Executive Officer
|
/s/ M
ATTHEW
C. F
LANIGAN
|
Matthew C. Flanigan
|
Executive Vice President and Chief Financial Officer
|