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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-7845
LEGGETT & PLATT, INCORPORATED
(Exact name of Registrant as specified in its charter)
MISSOURI 44-0324630
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
NO. 1--LEGGETT ROAD 64836
CARTHAGE, MISSOURI (Zip code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (417) 358-8131
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -----------------------
Common Stock, New York Stock Exchange
$.01 par value Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was approximately $1,699,573,419.
There were 83,972,743 shares of the Registrant's common stock outstanding as
of February 23, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held May 15, 1996, are incorporated by reference
into Part III of this report.
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PART I
ITEM 1. BUSINESS
General Development of Business. The Company is a manufacturer. It was
incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the manufacture and sale
of steel coil bedsprings. The Company manufactures, markets and distributes a
broad range of engineered products for the home, office, institutional and
commercial furnishings industry and specialized markets. Products produced and
sold for the furnishings industry constitute the largest portion of the
Company's business. These include many different components that are used as
material parts by manufacturers of bedding, furniture and other furnishings. The
Company also produces and sells some finished products in the furnishings
industry. The term "Company," unless the context requires otherwise, refers to
Leggett & Platt, Incorporated and its majority owned subsidiaries.
The Company completed eight acquisitions in 1995 in exchange for
approximately $28.7 million in cash (net of cash acquired) and 679,448 shares of
common stock. The acquisitions expanded the Company's annual sales base by
approximately $80 million. Reference is also made to Note C of the Notes to
Consolidated Financial Statements for further information about the Company's
acquisitions.
Customers, Market and Products. The Company has several thousand
customers, most of which are manufacturers of finished furnishings. The Company
is not dependent upon any single customer or any few customers. A large number
of the Company's furnishings customers manufacture finished bedding (mattresses
and boxsprings) or upholstered and non-upholstered furniture for home, office,
institutions and commercial applications.
Over the last few years there has been a trend toward consolidation in
the furnishings industry. However, the furnishings industry generally continues
to be highly fragmented and includes many relatively small companies, widely
dispersed geographically.
Outside the furnishings industry, the Company's customers participate
in a number of different specialized or niche markets for consumer and
industrial products. These customers have requirements for various aluminum die
castings, components for automotive seating and sound insulation, various kinds
and sizes of steel wire and steel tubing, non-fashion fabrics, cushioning
materials, and specialized equipment and proprietary motion controls for
manufacturing machinery.
The Company's products are sold and distributed primarily through its
own sales personnel.
The Company's furnishings products include a broad line of components
used as material parts by manufacturers that make finished products. Examples of
furnishings components manufactured by the Company include innerspring and
boxspring units for mattresses and boxsprings; foam, textile, fiber and other
cushioning materials for bedding and furniture; springs and seating suspensions
for furniture; steel mechanisms and hardware for reclining chairs, sleeper sofas
and other types of motion furniture; chair controls, aluminum, steel and plastic
bases and columns for office furniture; non-fashion construction fabrics and
other furniture supplies.
The Company's diverse range of components gives its furnishings
manufacturer-customers access to a single source for many of their component
needs. For example, a manufacturer of bedding can come to the Company for
almost every component part of a mattress and boxspring except the upholstering
material. This same principle holds true for manufacturers of other furnishings
such as upholstered motion chairs, sofas and loveseats and office chairs.
Because the Company has the advantage of long production runs and numerous
production and assembly locations, it can produce component products more
efficiently than its customers. Therefore, components customers can focus on
the design, style and marketing of their various furnishings products, rather
than the production of many standardized components.
1
The Company also manufactures and sells some select lines of finished
products for the furnishings industry. These finished products include carpet
underlay and non-skid area rug pads, metal shelving, point-of-purchase displays
and other commercial fixtures, bed frames, daybeds, bunk beds, headboards,
adjustable electric beds, and fashion beds. Some of the finished furniture
produced by the Company is sold to bedding and furniture manufacturers that
resell the furniture under their own labels to wholesalers or retailers.
Certain finished furniture, such as bed frames, fashion beds, daybeds and other
select items, are also sold by the Company directly to retailers. Certain
shelving, displays and fixtures are sold directly to end users of the products.
Outside the furnishings industry, the Company produces and sells a
number of different products for various consumer and industrial markets. These
products require manufacturing technologies similar to those used in making
furnishings products and certain raw materials which the Company produces for
its own use. Examples of these diverse products include: (i) aluminum die
castings sold to manufacturers of small to mid size gasoline engines, large and
mid range diesel engines, motorcycles, and recreational boats and motors; (ii)
non-fashion fabrics sold to apparel manufacturers; (iii) bale-tie machinery and
parts and galvanized wire sold to customers who compact, bale and recycle solid
waste; (iv) seating components and systems and sound insulation materials sold
to automotive suppliers; (v) steel wire and welded steel tubing sold to
manufacturers of a wide range of industrial and consumer products; (vi) non-skid
pads and textile fibers sold to manufacturers of various consumer goods
requiring cushioning materials; (vii) aluminum ingot sold to manufacturers of
aluminum products; (viii) motion controls for manufacturing equipment; (ix)
quilting machinery and materials handling equipment sold to manufacturers of
consumer products; and (x) injection molded plastic products.
The table below sets out further information concerning sales of each
class of the Company's products:
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
SUMMARY OF SALES
(Dollar amounts in millions) 1995 1994 1993
Furnishings Products
Bedding Components $ 558.4 $ 534.5 $ 471.1
Furniture Components 575.7 513.4 412.0
Finished Products 424.0 350.3 312.7
-------- -------- --------
Total Furnishings Products 1,558.1 1,398.2 1,195.8
Diversified Products 501.2 459.9 330.9
-------- -------- --------
Net Sales $2,059.3 $1,858.1 $1,526.7
======== ======== ========
Reference is also made to Note J of the Notes to Consolidated
Financial Statements for further segment information.
The Company's international division is involved primarily in the sale
of machinery and equipment designed to manufacture the Company's innersprings
and certain other spring products and the licensing of patents owned and
presently maintained by the Company in foreign countries. Foreign sales are a
minor portion of the Company's business.
Raw Materials. The Company uses a variety of raw materials in
manufacturing its products. Some of the Company's most important raw materials
include steel rod from which steel wire is drawn, coil steel, woven and
nonwoven fabrics, aluminum ingot, aluminum scrap, angle iron, sheet steel,
dimension lumber, textile scrap, foam chemicals, foam scrap, and plastic.
Substantially all of the Company's requirements for steel wire, an important
material in many of the Company's products, are supplied by Company-owned wire
drawing mills. The Company also produces, at various locations, for its own
consumption and for sale to customers not affiliated with the Company, slit coil
steel, welded steel tubing, textile fibers, dimension lumber and aluminum ingot.
Numerous supply sources
2
for the raw materials used by the Company are available. The Company did not
experience any significant shortages of raw materials during the past year.
Patents and Trademarks. The Company holds numerous patents concerning
its various product lines. No single patent or group of patents is material to
the Company's business as a whole. Examples of the Company's more significant
trademarks include LOK-Fast(TM) and DYNA-Lock(TM) (boxspring components),
Mira-Coil(R) and Lura-Flex(TM) (mattress innersprings); Nova-Bond(R) and
Flexnet(TM) (insulators for mattresses); ADJUSTA-MAGIC (adjustable electric
beds); Wallhugger(R) and Hi-Style(TM) (recliner chairs); Modu Max(TM) (sofa
sleeper mechanism); FastLoc(TM) (sofa component); Gribetz, WBSCO and Cyclo-
Index (machinery).
Research and Development. The Company maintains research, engineering
and testing centers at Carthage, Missouri, and also does research and
development work at several of its other facilities. The Company is unable to
precisely calculate the cost of research and development since the personnel
involved in product and machinery development also spend portions of their time
in other areas. However, the Company believes the cost of research and
development was approximately $7 million in 1995, $6 million in 1994 and $5
million in 1993.
Employees. The Company has approximately 16,600 employees of whom
approximately 12,800 are engaged in production. Approximately 35% of the
Company's production employees are represented by labor unions.
The Company did not experience any material work stoppage related to
the negotiation of contracts with labor unions during 1995. Management is not
aware of any circumstances which are likely to result in a material work
stoppage related to the negotiations of any contracts expiring during 1996.
Competition. There are many companies offering products which compete
with those manufactured and sold by the Company. The markets for the Company's
products are highly competitive in all aspects. Given the diverse range of
components and other products produced by the Company, the number of other
companies competing with respect to any class or type of components or other
products varies over the Company's product range. There are also a number of
maker-users (vertically integrated manufacturers) of many of the products the
Company manufactures. The primary competitive factors in the Company's business
are price, product quality and customer service. To the best of the Company's
knowledge, it is the largest supplier in the United States of a diverse range of
components to the furnishings industry.
Backlog. The Company's relationship with its customers and its
manufacturing and inventory practices do not provide for the traditional backlog
associated with some manufacturing entities and no backlog data is regularly
prepared or used by management.
Government Regulation. The Company's various operations are subject
to federal, state, and local laws and regulations related to the protection of
the environment, worker safety, and other matters. Environmental regulations
include those relating to air and water emissions, underground storage tanks,
waste handling, and the like. While the Company cannot forecast policies that
may be adopted by various regulatory agencies, management believes that
compliance with these various laws and regulations will not have a material
adverse effect on the consolidated financial condition or results of operations
of the Company.
From time to time, the Company is involved in proceedings related to
environmental matters. In one instance, the United States Environmental
Protection Agency (EPA) ordered one of the Company's subsidiaries to investigate
potential releases into the environment and, if necessary, to perform corrective
action. The subsidiary successfully appealed the EPA's order. On June 27,
1994, the EPA indicated it planned to issue a new, similar order. The
subsidiary, the EPA and the Florida Department of Environmental Protection
(FDEP) are negotiating an agreement to investigate and, if necessary, take
corrective action to resolve the dispute. Estimated costs to perform an agreed
upon investigation and any related corrective actions are not material and have
been provided for in the financial statements as of December 31, 1995. If
current negotiations with the EPA and the FDEP are unsuccessful, and the EPA
issues a new order, the subsidiary expects it would appeal the new order. If
this appeal is unsuccessful, the costs to perform any required investigation
and, if necessary, corrective action cannot be reasonably estimated. One-half of
any costs, including the costs of voluntary actions, would be reimbursed to the
Company under a contractual obligation of a former joint owner of the
subsidiary. No provision for the costs of performing investigation
3
and corrective action beyond any agreed upon investigation and remediation
mentioned above has been recorded in the Company's financial statements. If any
such additional investigation and corrective action is required, management
believes the possibility of a material adverse effect on the Company's
consolidated financial condition or results of operations is remote.
ITEM 2. PROPERTIES
The Company has approximately 170 locations in North America,
including 32 states in the United States. The Company's most important physical
properties are its manufacturing plants. These manufacturing plants include five
wire drawing mills, three welded steel tubing mills and approximately 60 major
manufacturing facilities. The balance of the Company's locations are engaged in
assembly, warehousing, sales, administration or research and development. In
addition, the Company has several locations in foreign countries. Its corporate
headquarters are located in Carthage, Missouri.
Most of the Company's major manufacturing plants are owned by the
Company. The Company also conducts certain of its operations in leased premises.
Terms of the leases, including purchase options, renewals and maintenance costs,
vary by lease. For additional information regarding lease obligations, reference
is made to Note F of the Notes to Consolidated Financial Statements.
Properties of the Company include facilities which, in the opinion of
management, are suitable and adequate for the manufacture, assembly and
distribution of its products. These properties are located to allow for quick
and efficient deliveries and necessary service to the Company's diverse customer
base.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in numerous workers' compensation, product
liability, vehicle accident, employment termination, and other claims and legal
proceedings, the resolution of which management believes will not have a
material adverse effect on the consolidated financial condition or results of
operations of the Company in the ordinary course of business.
The Company is presently party to a small number of proceedings in
which a governmental authority is a party and which involve provisions enacted
regulating the discharge of materials into the environment. These proceedings
deal primarily with waste disposal site remediation. Management believes that
potential monetary sanctions, if imposed in any or all of these proceedings, or
any capital expenditures or operating expenses attributable to these
proceedings, will not have a material adverse effect on the consolidated
financial condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
4
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The Company's common stock is listed on The New York and Pacific Stock
Exchanges with the trading symbol LEG. The table below highlights quarterly and
annual stock market information for the last two years.
Price Range
---------------- Volume of Dividend
High Low Shares Traded Declared
------- ------- ------------- ---------
1995
Fourth Quarter $26.875 $19.875 10,968,900 $ .10
Third Quarter 26.438 21.750 11,293,000 .10
Second Quarter 22.438 18.813 10,907,000 .09
First Quarter 21.438 17.000 9,863,400 .09
For the Year 26.875 17.000 43,032,300 .38
1994
Fourth Quarter $18.938 $16.688 8,249,800 $.080
Third Quarter 20.000 16.625 13,432,600 .080
Second Quarter 22.750 17.750 11,431,200 .075
First Quarter 24.750 20.813 8,839,400 .075
For the Year 24.750 16.625 41,953,000 .31
Price and volume data reflect composite transactions and prices as reported
daily by The Wall Street Journal. Adjustments have been made to reflect a
September 15, 1995 two-for-one stock split.
At March 1, 1996 the Company had 9,403 shareholders of record.
5
ITEM 6. SELECTED FINANCIAL DATA
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(Dollar amounts in millions,
except per share data)
SUMMARY OF OPERATIONS
Net sales............................. $2,059.3 $1,858.1 $1,526.7 $1,315.0 $1,221.4
Earnings from continuing operations... 134.9 115.4 85.9 65.4 40.0
Earnings per share.................... 1.59 1.39 1.04 .82 .54
Cash dividends declared per share..... .38 .31 .27 .23 .22
SUMMARY OF FINANCIAL POSITION
Total assets.......................... $1,218.3 $1,119.9 $ 901.9 $ 772.0 $ 746.7
Long-term debt........................ 191.9 204.9 165.8 147.9 232.7
Previously reported per share amounts have been restated to reflect a September
15, 1995 two-for-one stock split.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Previously reported share and per share amounts have been restated to
reflect a September 15, 1995 two-for-one stock split.
CAPITAL RESOURCES AND LIQUIDITY
The Company's financial position reflects several important principles
and guidelines of management's capital policy. These include management's belief
that corporate liquidity must always be adequate to support the Company's
projected internal growth rate. At the same time, liquidity must assure
management that the Company will be able to withstand any amount of financial
adversity that can reasonably be anticipated. Management also intends to direct
capital to strategic acquisitions and other investments that provide additional
opportunities for expansion and enhanced profitability.
Financial planning to meet these needs reflects management's belief
that the Company should never be forced to expand its capital resources, whether
debt or equity, at a time not of its choosing. Management also believes that
financial flexibility is more important than maximization of earnings per share
through excessive leverage. Therefore, management continuously provides for
available credit in excess of projected cash needs and has maintained a
guideline for long-term debt as a percentage of total capitalization in a range
of 30% to 40%.
Internally generated funds provided $521.9 million in capital during
the last three years. Long-term debt outstanding was 19% of total capitalization
at the end of 1995 and 23% at the end of the prior two years. Obligations having
scheduled maturities are the base "layer" of the Company's debt capital. At the
end of 1995, these obligations totaled $174.4 million, consisting primarily of
privately placed medium-term notes and tax-exempt industrial development bonds.
At the end of 1994, debt with scheduled maturities totaled $146.6 million, which
was up from $122.3 million a year earlier.
During each of the last two years, the Company issued $25 million in
unsecured privately placed debt under a medium-term note program. The notes
issued in 1995 mature in ten years and have a fixed interest rate of 7.0%. The
1994 notes were issued with average lives of eight years and fixed interest
rates averaging 7.6%. Proceeds from these notes were used to repay a portion of
the Company's revolving credit. In 1993, the Company issued $50 million of
medium-term notes. These notes were issued with average lives of approximately
nine years and fixed interest rates
6
averaging 5.8%. Debt of a company acquired in a September 1993 pooling of
interests transaction was repaid with the majority of the proceeds from these
notes.
In November 1994, Standard & Poor's and Moody's, the nation's leading
debt rating agencies, both increased their ratings of the Company's senior debt.
Standard & Poor's increased its rating to A from A-, and Moody's increased its
rating to A2 from A3.
The Company's second "layer" of debt capital consists of revolving
credit agreements with seven banks. Over the years, management has renegotiated
these bank credit agreements and established a commercial paper program to keep
pace with the Company's projected growth and to maintain highly flexible sources
of debt capital. The credit under these arrangements has been a long-term
obligation. If needed, however, the credit is also available for short-term
borrowings and repayments. At the end of 1995, there was $17.5 million in
revolving debt/commercial paper outstanding, down from $58.3 million in 1994 and
$43.5 million in 1993. This decrease was a result of repayments from the
proceeds made available through the issuance of medium-term notes. Also,
internally generated funds were used, as available, to reduce debt outstanding
during the last three years. Additional details of long-term debt outstanding,
including scheduled maturities, revolving credit and commercial paper are
discussed in Note E of the Notes to Consolidated Financial Statements.
The following table shows, in millions, the Company's capitalization
at the end of the three most recent years. It also shows the amount of
additional capital available through the revolving bank credit agreements. In
addition, the amounts of cash and cash equivalents are shown.
1995 1994 1993
------ ------ ------
Long-term debt outstanding:
Scheduled maturities $174.4 $146.6 $122.3
Revolving credit/commercial paper 17.5 58.3 43.5
------ ------ ------
Total long-term debt 191.9 204.9 165.8
Shareholders' equity 734.1 625.2 515.6
Unused committed credit 200.0 156.7 116.5
Cash and cash equivalents 6.7 2.7 .4
Net capital investments to modernize and expand manufacturing capacity
internally totaled $230.6 million in the last three years. In 1996, management
anticipates internal investments will be at levels approximating those of 1995.
During the last three years, the Company also employed $185.5 million in cash
(net of cash acquired) and issued 5.2 million shares of common stock in
acquisitions. During 1995, the Company acquired eight businesses for $28.7
million in cash (net of cash acquired) and .7 million shares of common stock.
Additional details of acquisitions are discussed in Note C of the Notes to
Consolidated Financial Statements. Purchases of common stock for the Company's
treasury totaled $24.5 million in 1995 and $1.2 million the preceding two years.
These purchases were made primarily for employee stock plans and, in 1995, to
replace shares issued in purchase acquisitions. Cash dividends on the Company's
common stock in the last three years totaled $78.4 million.
The Company has substantial capital resources to support projected
internal cash needs and additional acquisitions consistent with management's
goals and objectives. In addition, the Company has the availability of short-
term uncommitted credit from several banks. However, there was no short-term
debt outstanding at the end of any of the last three years.
Working capital increased $107.7 million in the last three years. To
gain additional flexibility in capital management and to improve the rate of
return on shareholders' equity, the Company continuously seeks efficient use of
working capital. The following table shows the annual turnover on average year-
end working capital, trade receivables and inventories. The ratios may be
affected by the timing of the Company's acquisitions.
7
1995 1994 1993
---- ---- ----
Working capital turnover (excluding cash
and cash equivalents)................... 6.4x 6.4x 6.1x
Trade receivables turnover................ 8.1 8.2 8.3
Inventory turnover........................ 5.9 6.2 6.0
Future commitments under lease obligations are described in Note F and
contingent obligations are discussed in Note K of the Notes to Consolidated
Financial Statements.
RESULTS OF OPERATIONS
The results of operations during the last three years reflect various
elements of the Company's long-term growth strategy, along with general trends
in the economy and the markets the Company serves. The Company's growth
strategy continues to include both internal programs and acquisitions which
broaden product lines and provide for increased market penetration and operating
efficiencies. With a continuing emphasis on the development of new and improved
products and advancements in production technologies, the Company is able to
consistently offer high quality products, competitively priced.
During 1995, demand was mixed in the various furnishings markets the
Company serves. Industry sales and shipments of office, institutional and
commercial furnishings generally strengthened. By contrast, industry sales and
shipments of residential furniture softened during the year in response to
weakening retail sales. The demand for bedding products, however, was generally
stronger than the demand for most other kinds of residential furniture.
Additionally, in contrast to 1994, industry sales and shipments of furniture and
bedding experienced a more normal seasonal slowdown near the end of 1995. These
two markets previously had experienced above average growth in each of the three
preceding years. The Company's strongest percentage growth in 1995 sales
continued to come from niche markets for specialized furnishings and other
diversified products.
Trends in the general economy were favorable during the last three
years. In 1995, economic growth moderated. By contrast, 1994 economic growth
increased as the year progressed. In 1993, growth was modest during most of the
year, but increased in the fourth quarter.
Management expects modest economic growth in 1996, with only modest
inflation. While severe winter weather impacted business early in the year,
management believes these should be temporary adversities. Management also
believes the Company's prospects for long-term profitable growth remain
attractive.
The Company's consolidated net sales increased 11% in 1995, 22% in
1994, and 16% in 1993, when compared with prior years. Roughly three-fourths of
the increase for 1995, one-half for 1994 and two-thirds for 1993 resulted from
acquisitions, with the remainder coming from internal growth. These increases in
internal growth primarily reflected higher unit volumes.
In response to increasing prices for raw materials, the Company
implemented some increases in selling prices, primarily in 1994 and 1993. While
the percentages and timing varied considerably, the largest 1994 increases were
concentrated in aluminum products. In 1993, the increases were concentrated in
steel and wire products. However, some of the 1993 and additional 1994 cost
increases for steel and wire products were not passed along in the Company's
selling prices until the end of 1994, or the first half of 1995.
8
The following table shows various measures of earnings as a percentage
of sales for the last three years. It also shows the effective income tax rate
and the coverage of interest expense by pre-tax earnings plus interest.
1995 1994 1993
------ ------ ------
Gross profit margin.................... 23.8% 23.1% 22.9%
Pre-tax profit margin.................. 10.7 10.2 9.2
Net profit margin...................... 6.6 6.2 5.6
Effective income tax rate.............. 38.9 39.1 39.1
Interest coverage ratio................ 20.2x 20.3x 14.8x
The Company's profit margins improved in each of the last three years.
Increased margins for 1995 primarily reflect an improvement in the gross profit
margin. This improvement was due primarily to the Company's continuing growth in
niche markets with above average margins, increased production efficiencies and
cost containment.
The 1994 gross profit margin increased slightly from 1993, primarily
reflecting improved market conditions in the aluminum and foam industries and
gains in overall manufacturing efficiencies on higher volume. These favorable
factors more than offset cost/price pressures the Company continued to
experience in operations producing steel products. The pre-tax profit margin in
1994 increased to 10.2%. This improvement reflected a 0.4% reduction in total
selling, distribution and administrative expenses, as a percentage of sales. In
addition, interest expense and other deductions, net of other income, decreased
slightly as a percentage of sales.
The 1993 pre-tax profit margin increased to 9.2% of sales. This
improvement primarily reflected a 0.7% reduction in selling, distribution and
administrative expenses, as a percentage of sales. Increased efficiencies and
reduced bad debt expense contributed to the improvement in operating expense
ratios. These factors and a slight increase in other income more than offset one
time charges related to acquisitions and the Company's implementation of new
accounting statements issued by the Financial Accounting Standards Board.
Interest expense, as a percentage of sales, was reduced 0.4% and further
improved the pre-tax profit margin. Reduced debt outstanding (before 1993
acquisitions) and lower interest rates were reflected in this improvement.
The effective 1995 income tax rate decreased slightly to 38.9%, when
compared to 39.1% in both of the preceding two years.
STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NOT YET ADOPTED
Statement of Financial Accounting Standards (SFAS) No. 121, which the
Company will adopt in 1996, establishes accounting standards for the impairment
of long-lived assets and certain other intangible assets. Management is
currently analyzing the impact of the adoption of SFAS No. 121, but does not
anticipate any material impact on the Company's consolidated financial
statements.
SFAS No. 123, "Accounting For Stock-Based Compensation," establishes
financial accounting and reporting standards for stock-based employee
compensation plans. SFAS No. 123 permits, as one alternative, the use of
existing accounting rules for such plans. The Company will adopt this
alternative in 1996 and, therefore, SFAS No. 123 will have no effect on the
Company's consolidated financial statements, except for the additional required
disclosures.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and supplementary data included
in this Report begin on page 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Reference is made to the section entitled "Election of Directors" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the
Company's definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 15, 1996, said sections being incorporated by
reference, for a description of the directors of the Company.
The following table sets forth the names, ages and positions of all
executive officers of the Company. Executive officers are elected annually by
the Board of Directors at the first meeting of directors following the Annual
Meeting of Shareholders.
The description of the executive officers of the Company is as
follows:
NAME AGE POSITION
---- --- --------
Harry M. Cornell, Jr. 67 Chairman of the Board and Chief
Executive Officer
Felix E. Wright 60 President, Chief Operating Officer
and Director
Roger D. Gladden 50 Senior Vice President and President--
Commercial Products Group
Michael A. Glauber 53 Senior Vice President, Finance and
Administration (Principal Financial
Officer and Principal Accounting
Officer)
David S. Haffner 43 Executive Vice President and Director
Jerry H. Hudkins 60 Vice President and President--Wire Group
Robert A. Jefferies, Jr. 54 Senior Vice President, Mergers,
Acquisitions and Strategic Planning and
Director
Ernest C. Jett 50 Vice President, Secretary and Managing
Director, Legal Department
Duane W. Potter 64 Senior Vice President and President--
Foam Components Group
Subject to the employment agreements and severance benefit agreements
listed as Exhibits to this Report, officers serve at the pleasure of the Board
of Directors.
Harry M. Cornell, Jr. has served as the Company's Chief Executive
Officer, Chairman of the Board and Chairman of the Board's Executive Committee
for more than the last five years.
Felix E. Wright has served as the Company's President and Chief
Operating Officer for more than the last five years.
Roger D. Gladden was elected Senior Vice President in 1992. He has
been President--Commercial Products Group since 1984 and previously served as
Vice President--Administration.
Michael A. Glauber has served as the Company's Senior Vice President,
Finance and Administration for more than the last five years.
David S. Haffner was elected Executive Vice President in 1995. He
previously served as Senior Vice President and President--Furniture and
Automotive Components Group from 1992 to 1995 and as President--Furniture
Components Group and Vice President of the Company from 1985 to 1992.
Jerry H. Hudkins has served the Company as Vice President and
President--Wire Group for more than the last five years.
10
Robert A. Jefferies, Jr. has served as the Company's Senior Vice
President, Mergers, Acquisitions and Strategic Planning for more than the last
five years.
Ernest C. Jett was elected Vice President and Secretary in 1995. He
previously served the Company as Assistant General Counsel from 1979 to 1995 and
as Managing Director of the Legal Department since 1991.
Duane W. Potter was elected Senior Vice President and President--Foam
Components Group in 1995. He previously served as Senior Vice President and
President--Bedding Components Group from 1983 to 1995.
ITEM 11. EXECUTIVE COMPENSATION
The section entitled "Executive Compensation and Related Matters" in
the Company's definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 15, 1996, is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section entitled "Ownership of Common Stock" in the Company's
definitive Proxy Statement for the Company's Annual Meeting of Shareholders to
be held on May 15, 1996, is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The subsection entitled "Related Transactions" of the section entitled
"Executive Compensation and Related Matters" in the Company's definitive Proxy
Statement for the Company's Annual Meeting of Shareholders to be held on May 15,
1996 is incorporated by reference.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
1. Financial Statements and Financial Statement Schedule Covered by
Report of Independent Accountants
The Financial Statements listed below are included in this Report:
. Consolidated Statements of Earnings for each of the years in
the three year period ended December 31, 1995
. Consolidated Balance Sheets at December 31, 1995 and 1994
. Consolidated Statements of Cash Flows for each of the years in
the three year period ended December 31, 1995
. Consolidated Statements of Changes in Shareholders' Equity for
each of the years in the three year period ended December 31,
1995
. Notes to Consolidated Financial Statements
. Schedule for each of the years in the three year period ended
December 31, 1995
II - Valuation and Qualifying Accounts and Reserves
All other information schedules have been omitted as the required
information is inapplicable, not required, or the information is included in the
financial statements or notes thereto.
2. Exhibits - See Exhibit Index.
3. Reports on Form 8-K filed during the last quarter of 1995: None.
12
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Page
----
Quarterly Summary of Earnings.............................................. 14
Consolidated Statements of Earnings........................................ 15
Consolidated Balance Sheets................................................ 16
Consolidated Statements of Cash Flows...................................... 17
Consolidated Statements of Changes in Shareholders' Equity................. 18
Notes to Consolidated Financial Statements................................. 19
Report of Independent Accountants.......................................... 29
13
QUARTERLY SUMMARY OF EARNINGS
Leggett & Platt, Incorporated and Subsidiaries
(Unaudited)
(Dollar amounts in millions, except per share data)
Year ended December 31, 1995 First Second Third Fourth Total
Net sales $523.1 $517.7 $523.6 $494.9 $2,059.3
Gross profit 121.9 123.2 123.9 122.0 491.0
Earnings before income taxes 54.2 54.2 57.1 55.2 220.7
Net earnings 32.9 33.0 34.8 34.2 134.9
====== ====== ====== ====== ========
Earnings per share $ .39 $ .39 $ .41 $ .40 $ 1.59
====== ====== ====== ====== ========
Year ended December 31, 1994
Net sales $434.6 $448.8 $482.6 $492.1 $1,858.1
Gross profit 98.6 104.3 110.6 115.5 429.0
Earnings before income taxes 42.8 46.6 49.9 50.2 189.5
Net earnings 26.0 28.2 30.2 31.0 115.4
====== ====== ====== ====== ========
Earnings per share $ .32 $ .34 $ .36 $ .37 $ 1.39
====== ====== ====== ====== ========
Previously reported per share amounts have been restated to reflect a September
15, 1995 two-for-one stock split.
14
CONSOLIDATED STATEMENTS OF EARNINGS
Leggett & Platt, Incorporated and Subsidiaries
(Dollar amounts in millions, except per share data)
Year ended December 31 1995 1994 1993
Net sales $2,059.3 $1,858.1 $1,526.7
Cost of goods sold 1,568.3 1,429.1 1,177.7
-------- -------- --------
Gross profit 491.0 429.0 349.0
Selling, distribution and administrative expenses 254.8 227.0 192.4
Interest expense 11.5 9.8 10.2
Other deductions, net of other income 4.0 2.7 5.4
-------- -------- --------
Earnings before income taxes 220.7 189.5 141.0
Income taxes 85.8 74.1 55.1
-------- -------- --------
Net earnings $ 134.9 $ 115.4 $ 85.9
======== ======== ========
Earnings per share $ 1.59 $ 1.39 $ 1.04
======== ======== ========
The accompanying notes are an integral part of these financial statements.
15
CONSOLIDATED BALANCE SHEETS
Leggett & Platt, Incorporated and Subsidiaries
(Dollar amounts in millions)
December 31 1995 1994
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6.7 $ 2.7
Trade receivables, less allowance of $7.5 in 1995 and 1994 248.0 245.3
Other receivables 6.2 9.0
Inventories
Finished goods 153.7 134.5
Work in process 32.2 32.1
Raw materials and supplies 110.7 103.1
LIFO reserve (19.8) (14.2)
-------- --------
Total inventories 276.8 255.5
Other current assets 34.2 32.2
-------- --------
Total current assets 571.9 544.7
PROPERTY, PLANT AND EQUIPMENT - AT COST
Machinery and equipment 515.7 430.1
Buildings and other 268.9 246.9
Land 23.8 22.5
-------- --------
808.4 699.5
Less accumulated depreciation 356.6 303.5
-------- --------
Net property, plant and equipment 451.8 396.0
OTHER ASSETS
Excess cost of purchased companies over net assets acquired,
less accumulated amortization of $17.8 in 1995 and $14.4 in 1994 133.6 115.1
Other intangibles, less accumulated amortization of $15.6 in 1995 and $12.5 in 1994 22.2 27.4
Sundry 38.8 36.7
-------- --------
Total other assets 194.6 179.2
-------- --------
TOTAL ASSETS $1,218.3 $1,119.9
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 4.0 $ 3.9
Accounts payable 90.4 89.9
Income taxes 7.3 9.5
Accrued expenses 105.3 96.5
Other current liabilities 19.8 33.1
-------- --------
Total current liabilities 226.8 232.9
LONG-TERM DEBT 191.9 204.9
OTHER LIABILITIES 17.7 14.7
DEFERRED INCOME TAXES 47.8 42.2
SHAREHOLDERS' EQUITY
Capital stock
Preferred stock - authorized, 100,000,000 shares; none issued
Common stock - authorized, 300,000,000 shares of $.01 par value; issued
84,405,384 and 41,608,174 shares in 1995 and 1994, respectively .8 .4
Additional contributed capital 155.0 134.7
Retained earnings 598.0 496.5
Cumulative translation adjustment (5.0) (6.1)
Less treasury stock - at cost (644,539 and 11,065 shares in 1995 and 1994 respectively) (14.7) (.3)
-------- --------
Total shareholders' equity 734.1 625.2
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,218.3 $1,119.9
======== ========
The accompanying notes are an integral part of these financial statements.
16
CONSOLIDATED STATEMENTS OF CASH FLOWS
Leggett & Platt, Incorporated and Subsidiaries
(Dollar amounts in millions)
Year ended December 31 1995 1994 1993
OPERATING ACTIVITIES
Net earnings $ 134.9 $ 115.4 $ 85.9
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation 58.0 48.8 39.1
Amortization 9.1 8.1 6.2
Deferred income tax (benefit) expense (.6) (6.6) 8.6
Other (.2) 2.0 (.9)
Other changes, net of effects from
purchases of companies
Decrease (increase) in accounts receivable, net 11.4 (29.1) (9.2)
Increase in inventories (14.8) (22.2) (4.4)
Increase in other current assets (.7) (4.9) (2.9)
Increase in current liabilities 6.1 61.5 23.3
------- ------- -------
Net Cash Provided by Operating Activities 203.2 173.0 145.7
INVESTING ACTIVITIES
Additions to property, plant and equipment (93.9) (88.5) (54.2)
Purchases of companies, net of cash acquired (28.7) (78.8) (78.0)
Other (.6) .7 2.8
------- ------- -------
Net Cash Used for Investing Activities (123.2) (166.6) (129.4)
FINANCING ACTIVITIES
Additions to debt 62.5 49.1 58.1
Payments on debt (83.2) (29.6) (57.8)
Dividends paid (31.9) (25.4) (21.1)
Sales of common stock 3.0 2.2 1.6
Purchases of common stock (24.5) (1.1) (.1)
Other (1.9) .7 (1.8)
------- ------- -------
Net Cash Used for Financing Activities (76.0) (4.1) (21.1)
------- ------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4.0 2.3 (4.8)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 2.7 .4 5.2
------- ------- -------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 6.7 $ 2.7 $ .4
======= ======= =======
SUPPLEMENTAL INFORMATION
Interest paid $ 11.0 $ 9.2 $ 16.7
Income taxes paid 87.4 68.1 45.3
Liabilities assumed of acquired companies 20.2 40.4 21.8
Common stock issued for acquired companies 8.2 13.8 2.0
Stock issued for employee stock plans 17.4 8.2 6.6
======= ======= =======
The accompanying notes are an integral part of these financial statements.
17
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Leggett & Platt, Incorporated and Subsidiaries
(Dollar amounts in millions, except per share data)
Additional Cumulative Treasury Stock
Common Contributed Retained Translation --------------------
Stock Capital Earnings Adjustment Cost Shares
BALANCES - JANUARY 1, 1993 $ 39.9 $ 70.6 $336.2 $ (.8) $ (4.3) 136,196
Common stock issued, primarily for
employee stock plans (376,314 shares) .2 6.2
Treasury stock issued for acquired companies
and employee stock plans (.3) 5.6 (168,717)
Treasury stock purchased, primarily
for employee stock plans (1.6) 40,099
Tax benefit related to stock options 1.1
Change in par value of common stock (39.7) 39.7
Translation adjustment (2.0)
Net earnings for the year 85.9
Cash dividends declared ($.27 per share) (21.1)
------ ------ -------- ----- ------ --------
BALANCES - DECEMBER 31, 1993 .4 117.3 401.0 (2.8) (.3) 7,578
Common stock issued for acquired companies
and employee stock plans (1,282,213 shares) 17.0
Treasury stock issued for employee stock plans (.1) 2.1 (47,773)
Treasury stock purchased, primarily
for employee stock plans (2.1) 51,260
Tax benefit related to stock options .5
Translation adjustment (3.3)
Retained earnings of pooled
companies at date of acquisition 5.5
Net earnings for the year 115.4
Cash dividends declared ($.31 per share) (25.4)
------ ------ -------- ----- ------ --------
BALANCES - DECEMBER 31, 1994 .4 134.7 496.5 (6.1) (.3) 11,065
Common stock issued for acquired companies
and employee stock plans (602,264 shares) 22.5
Treasury stock issued for employee stock plans (2.3) 11.4 (372,906)
Treasury stock purchased, primarily for employee
stock plans and to replace shares issued
for purchased companies (25.8) 887,712
Tax benefit related to stock options .5
Additional shares issued in two-for-one stock
split effected in the form of a stock dividend
September 15, 1995 (42,194,946 shares) .4 (.4) 118,668
Translation adjustment 1.1
Retained earnings of pooled
company at date of acquisition (1.5)
Net earnings for the year 134.9
Cash dividends declared ($.38 per share) (31.9)
------ ------ -------- ----- ------ --------
BALANCES - DECEMBER 31, 1995 $ .8 $155.0 $598.0 $(5.0) $(14.7) 644,539
====== ====== ======== ===== ====== ========
The accompanying notes are an integral part of these financial statements.
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leggett & Platt, Incorporated and Subsidiaries
(Dollar amounts in millions, except per share data)
December 31, 1995, 1994 and 1993
A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
the accounts of Leggett & Platt, Incorporated and its majority-owned
subsidiaries (the Company). All significant intercompany transactions and
accounts have been eliminated in consolidation.
CASH EQUIVALENTS: Cash equivalents include cash in excess of daily
requirements which is invested in various financial instruments with original
maturities of three months or less.
INVENTORIES: All inventories are stated at the lower of cost or market. Cost
includes materials, labor and production overhead. Cost is determined by the
last-in, first-out (LIFO) method for approximately 70% of the inventories at
December 31, 1995 and 1994. The first-in, first-out (FIFO) method is used for
the remainder. The FIFO cost of inventories at December 31, 1995 and 1994
approximated replacement cost.
DEPRECIATION, AMORTIZATION AND ASSET REALIZATION: Property, plant and
equipment are depreciated by the straight-line method. The rates of
depreciation range from 8.3% to 25% for machinery and equipment, 2.5% to 6.7%
for buildings and 12.5% to 33% for other items. Accelerated methods are used
for tax purposes. The excess cost of purchased companies over net assets
acquired is amortized by the straight-line method over forty years. Other
intangibles are amortized by the straight-line method over their estimated
lives. Assets subject to periodic depreciation or amortization are evaluated
for probable realization, and appropriate adjustment of their carrying value is
made when realization is not assured. The excess cost of purchased companies
over net assets acquired is evaluated using estimated undiscounted cash flows
over the remaining amortization period.
COMPUTATIONS OF EARNINGS PER SHARE: Earnings per share is based on the
weighted average number of common and common equivalent shares outstanding.
Common stock equivalents result from the assumed issuance of shares under stock
option plans.
CONCENTRATION OF CREDIT RISKS, EXPOSURES AND FINANCIAL INSTRUMENTS: The
Company specializes in manufacturing, marketing, and distributing components and
other related products for the furnishings industry and diversified markets.
The Company's operations are principally in the United States, although the
Company also has subsidiaries in Canada and Europe.
The Company performs ongoing credit evaluations of its customers' financial
conditions and, generally, requires no collateral from its customers, some of
which are highly leveraged. The Company maintains allowances for potential
credit losses and such losses have generally been within management's
expectations.
From time to time, the Company will enter into forward exchange contracts to
hedge equipment purchase commitments in foreign currencies. The amounts
outstanding under the forward contracts at any point in time are not significant
to the Company. The Company has minimal continuing exposures to other foreign
currency transactions and interest rate fluctuations, none of which have been
hedged by the use of derivative instruments.
The carrying value of cash and short-term financial instruments approximates
fair value due to the short maturity of those instruments. The carrying value
of long-term debt approximates fair value due to the use of variable interest
rates and fixed rate debt which approximates current interest rates.
OTHER RISKS: The Company obtains insurance for worker's compensation,
automobile, product and general liability, property loss and medical claims.
However, the Company has elected to retain a significant portion of expected
losses through the use of deductibles. Provisions for losses expected under
these programs are recorded based upon the Company's estimates of the aggregate
liability for claims incurred. These estimates utilize the Company's prior
experience and actuarial assumptions that are provided by the Company's
insurance carrier.
ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
INCOME TAXES: The Company provides for taxes on undistributed earnings of
subsidiaries where appropriate. The tax effect of most such distributions would
be significantly offset by available foreign tax credits.
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
B-STOCK SPLIT
On September 15, 1995, the Company distributed a two-for-one stock split in
the form of a stock dividend. All references to the number of shares and per
share amounts have been restated to reflect the split, except on the
Consolidated Statements of Changes in Shareholders' Equity. In these
statements, shares issued and purchased prior to September 15, 1995 are
reflected on a pre-split basis.
C-ACQUISITIONS
During 1995, the Company acquired the assets of seven companies that primarily
manufacture and distribute components to the furnishings industry. These
transactions, accounted for as purchases, resulted in the use of $28.7 in cash,
net of cash acquired, and 354,448 shares of common stock. The Company also
issued 325,000 shares of common stock to acquire a business in a transaction
accounted for as a pooling of interests. This company manufactures and
distributes formed wire products to the furnishings industry. The Company
elected not to restate its financial statements as the effect of the pooling was
not material. Pro forma results of operations for the twelve months ended
December 31, 1995 and 1994 are not materially different from the amounts
reflected in the accompanying financial statements.
During 1994, the Company acquired certain assets of eight companies in
exchange for $78.8 in cash, net of cash acquired, and 44,756 shares of common
stock in transactions accounted for as purchases. These companies primarily
specialize in manufacturing and distributing components and certain other
products to the furnishings industry. The Company also issued 1,156,872 shares
of common stock to acquire two companies during the year in transactions
accounted for as poolings of interests. The Company elected not to restate its
financial statements as the effect of the poolings was not material. The pooled
companies specialize in manufacturing and distributing point-of-purchase store
displays and other formed wire products to the furnishings and diversified
industries.
In September 1993, the Company issued 3,158,708 shares of common stock to
acquire Hanes Holding Company (Hanes) in a transaction accounted for as a
pooling of interests. Hanes' business consists of converting and distributing
woven and nonwoven construction fabrics, primarily in the furnishings industry.
In addition, Hanes is a commission dye/finisher of non-fashion fabrics for the
furnishings and apparel industries. In another pooling of interests
transaction, the Company issued 137,576 shares of common stock to acquire a
company whose business is manufacturing furniture components for the furnishings
industry. Prior year financial statements were restated for these poolings of
interests.
In September 1993, the Company acquired VWR Textiles & Supplies (through
Hanes) which converts and distributes construction fabrics and manufactures and
distributes other soft goods components to the furnishings industry. The
purchase price of this acquisition was approximately $26. Also in 1993, the
Company acquired full ownership of several wire drawing mills which previously
had been jointly owned. This transaction involved $33 in cash and the
assumption of approximately $3.6 of long-term debt. In addition, the Company
acquired several smaller companies during 1993 which primarily manufacture and
distribute products to the furnishings industry.
The results of operations of these acquired companies, except the 1993
poolings, have been included in the consolidated financial statements since the
dates of acquisition.
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
D-ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities at December 31 consist of
the following:
1995 1994
Accrued expenses
Wages and commissions payable $ 27.7 $ 27.7
Worker's compensation, medical, auto
and product liability insurance 36.2 33.0
Sales promotions 12.2 10.4
Other 29.2 25.4
------ ------
$105.3 $ 96.5
====== ======
Other current liabilities
Outstanding checks in excess of book balances $ 14.5 $ 26.1
Other 5.3 7.0
------ ------
$ 19.8 $ 33.1
====== ======
E-LONG-TERM DEBT
Long-term debt, weighted average interest rates and due dates at
December 31 are as follows:
1995 1994
Medium-term notes, fixed interest rates of 6.5% and 6.4%
for 1995 and 1994, respectively, due dates through 2008 $127.5 $103.5
Revolving credit agreements, variable interest rates of
6.5% for 1994 - 43.3
Commercial paper, variable interest rates of
6.0% and 6.1% for 1995 and 1994, respectively,
due dates in 1996 and 1995 17.5 15.0
Industrial development bonds, variable interest rates of
5.5% and 6.1% for 1995 and 1994, respectively,
due dates through 2030 34.4 32.3
Industrial development bonds, fixed interest rates of
6.9% for 1995 and 1994, due dates through 2024 5.2 5.5
Other, partially secured 11.3 9.2
------ ------
195.9 208.8
Less current maturities 4.0 3.9
------ ------
$191.9 $204.9
====== ======
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
E-LONG-TERM DEBT (CONTINUED)
The revolving credit agreements provide for a maximum line of credit of
$200. For any revolving credit agreement, the Company may elect to pay interest
based on 1) the bank's base lending rate, 2) LIBOR, 3) an adjusted certificate
of deposit rate, or 4) the money market rate, as specified in the revolving
agreements. Certain agreements contain provisions under which outstanding
balances at the end of the third year may be converted into term loans payable
in ten equal semi-annual installments. These agreements provide for annual
commitment fees during the revolving agreement period of 3/16 of 1% of the
unused credit line, payable on a quarterly basis. Other agreements contain no
term loan provisions and will terminate at the end of five years at which time
all outstanding balances will become due. Annual facility fees on these
agreements are 1/10 of 1% of the total credit line, payable on a quarterly
basis.
Commercial paper is classified as long-term debt since the Company intends
to refinance it on a long-term basis either through continued issuance or unused
credit available under the revolving credit agreements.
The revolving credit agreements and certain other long-term debt contain
restrictive covenants which, among other restrictions, limit the amount of
additional debt, require working capital to be maintained at specified amounts
and restrict payments of dividends. Unrestricted retained earnings available for
dividends at December 31, 1995 were approximately $205.9.
Maturities of long-term debt for each of the five years following 1995 are:
Year ended December 31
1996 $ 4.0
1997 26.4
1998 13.7
1999 11.3
2000 38.9
F-LEASE OBLIGATIONS
The Company conducts certain of its operations in leased premises and also
leases most of its automotive and trucking equipment and some other assets.
Terms of the leases, including purchase options, renewals and maintenance costs,
vary by lease.
Total rental expense entering into the determination of results of
operations was $18.7, $18 and $17.4 for the years ended December 31, 1995, 1994
and 1993, respectively.
Future minimum rental commitments for all long-term noncancelable operating
leases are as follows:
Year ended December 31
1996 $10.8
1997 7.6
1998 4.7
1999 2.8
2000 1.3
Later years 1.5
-----
$28.7
=====
The above lease obligations expire at various dates through 2010. Certain
leases contain renewal and/or purchase options. Aggregate rental commitments
above include renewal amounts where it is the intention of the Company to renew
the lease.
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
G-CAPITAL STOCK
At December 31, 1995, the Company had 6,464,552 common shares authorized
for issuance under stock option plans. Generally, options are granted at not
less than quoted market value on the date of grant and become exercisable in
varying installments, beginning 6 to 18 months after the date of grant. However,
options have been granted at less than market value to replace existing options
of an acquired company or in lieu of compensation. Options outstanding at
December 31, 1995 that were granted at less than market value were 491,114.
Options exercisable were 1,656,270, 1,077,572 and 621,998 at December 31, 1995,
1994 and 1993, respectively.
Other data regarding the Company's stock options is summarized below:
Per
share
Shares price Total
Outstanding at January 1, 1993 3,064,840 $ 3-12 $28.6
Granted 340,382 16-22 6.8
Exercised (508,264) 3-12 (3.1)
Forfeited (59,786) 5-21 (.6)
--------- ------ -----
Outstanding at December 31, 1993 2,837,172 3-22 31.7
Granted 368,862 1-22 3.3
Exercised (320,064) 1-12 (2.5)
Forfeited (104,714) 7-21 (1.4)
--------- ------ -----
Outstanding at December 31, 1994 2,781,256 1-22 31.1
Granted 344,800 1-25 3.2
Exercised (418,533) 1-22 (4.4)
Forfeited (75,134) 11-22 (1.2)
--------- ------ -----
Outstanding at December 31, 1995 2,632,389 $ 1-25 $28.7
=========== ====== =====
The Company has also authorized shares for issuance in connection with
certain employee stock benefit plans discussed in Note H.
In 1993, the Company's shareholders approved an amendment to the Company's
Restated Articles of Incorporation reducing the par value of Common Stock to
$.01 from $1. The amendment provided that the stated capital of the Company
would not be affected as of the date of the amendment. Accordingly, stated
capital of the Company exceeds the amount reported as common stock in the
financial statements by approximately $39.
In 1989, the Company declared a dividend distribution of one preferred
stock purchase right (a Right) for each share of common stock. The Rights are
attached to and traded with the Company's common stock. The Rights may only
become exercisable under certain circumstances involving actual or potential
acquisitions of the Company's common stock. Depending upon the circumstances, if
the Rights become exercisable, the holder may be entitled to purchase shares of
Series A junior preferred stock of the Company, shares of the Company's common
stock or shares of common stock of the acquiring entity. The Rights remain in
existence until February 15, 1999, unless they are exercised, exchanged or
redeemed at an earlier date.
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
H-EMPLOYEE BENEFIT PLANS
The Company sponsors contributory and non-contributory pension and
retirement plans. Substantially all employees, other than union employees
covered by multiemployer plans under collective bargaining agreements, are
eligible to participate in the plans. Retirement benefits under the contributory
plans are based on career average earnings. Retirement benefits under the non-
contributory plans are based on years of service, employees' average
compensation and social security benefits. It is the Company's policy to fund
actuarially determined costs as accrued.
Information at December 31, 1995, 1994 and 1993 as to the funded status of
Company sponsored defined benefit plans, net pension income from the plans for
the years then ended and weighted average assumptions used in the calculations
are as follows:
1995 1994 1993
Funded Status
Actuarial present value
of benefit obligations
Vested benefits $(58.8) $(50.5) $(46.3)
Nonvested benefits (.6) (.6) (.6)
------ ------ ------
Accumulated benefit obligations (59.4) (51.1) (46.9)
Provision for future
compensation increases (3.1) (3.6) (3.3)
------ ------ ------
Projected benefit obligations (62.5) (54.7) (50.2)
Plan assets at fair value 87.1 75.2 78.1
------ ------ ------
Plan assets in excess of projected
benefit obligations 24.6 20.5 27.9
Unrecognized net experience gain (3.4) (.4) (9.6)
Unrecognized net transition asset (3.4) (4.1) (4.6)
------ ------ ------
Prepaid pension costs included
in other assets $ 17.8 $ 16.0 $ 13.7
====== ====== ======
Components of Pension Income (Expense)
Service cost $ (.8) $ (1.3) $ (.9)
Interest cost (4.1) (3.5) (3.3)
Actual return on plan assets 12.5 (1.9) 12.8
Net amortization and deferral (5.8) 9.0 (6.6)
------ ------ ------
Net pension income from
defined benefit plans $ 1.8 $ 2.3 $ 2.0
====== ====== ======
Weighted Average Assumptions
Discount rate 7.25% 7.50% 7.25%
Rate of increase in
compensation levels 5.18% 5.17% 5.14%
Expected long-term rate of
return on plan assets 8.00% 8.00% 8.00%
====== ====== ======
24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
H-EMPLOYEE BENEFIT PLANS (CONTINUED)
Plan assets are invested in a diversified portfolio of equity, debt and
government securities, including 588,000 shares of the Company's common stock at
December 31, 1995.
Contributions to union sponsored, multiemployer pension plans were $.2 in
1995, 1994 and 1993. These plans are not administered by the Company and
contributions are determined in accordance with provisions of negotiated labor
contracts. As of 1995, the actuarially computed values of vested benefits for
these plans were equal to or less than the net assets of the plans. Therefore,
the Company would have no withdrawal liability. However, the Company has no
present intention of withdrawing from any of these plans, nor has the Company
been informed that there is any intention to terminate such plans.
Net pension income, including Company sponsored defined benefit plans,
multiemployer plans and other plans, was $.2, $.9 and $.7 in 1995, 1994 and
1993, respectively.
The Company also has a contributory stock purchase/stock bonus plan (SPSB
Plan), a non-qualified executive stock purchase program (ESPP) and an employees'
discount stock plan (DSP). The SPSB Plan provides Company pre-tax contributions
of 50% of the amount of employee contributions. The ESPP provides cash payments
of 50% of the employees' contributions, along with an additional payment to
assist employees in paying taxes on the cash payments. To the extent possible,
contributions to the ESPP are invested in the Company's common stock through the
DSP. In addition, the Company matches its contributions when certain
profitability levels, as defined in the SPSB Plan and the ESPP, have been
attained. The Company's total contributions to the SPSB Plan and the ESPP were
$4.3, $3.3 and $2.5 for 1995, 1994 and 1993, respectively.
Under the DSP, eligible employees may purchase a maximum of 8,000,000
shares of Company common stock. The purchase price per share is 85% of the
closing market price on the last business day of each month. Shares purchased
under the DSP were 506,613, 415,408 and 362,612 during 1995, 1994 and 1993,
respectively. Purchase prices ranged from $15 to $21 per share. Since inception
of the DSP in 1982, a total of 5,162,847 shares have been purchased by
employees.
I-INCOME TAXES
The components of earnings before income taxes are as follows:
Year ended December 31 1995 1994 1993
Domestic $198.9 $172.7 $128.7
Foreign 21.8 16.8 12.3
------ ------ ------
$220.7 $189.5 $141.0
====== ====== ======
Income tax expense is comprised of the following components:
Year ended December 31 1995 1994 1993
Current
Federal $ 69.5 $ 63.2 $ 34.5
State and local 9.5 10.9 7.4
Foreign 7.4 6.6 4.6
------ ------ ------
86.4 80.7 46.5
Deferred
Federal (2.5) (6.2) 7.2
State and local 1.3 .1 1.4
Foreign .6 (.5) -
------ ------ ------
(.6) (6.6) 8.6
------ ------ ------
$ 85.8 $ 74.1 $ 55.1
====== ====== ======
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
I-INCOME TAXES (CONTINUED)
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The major temporary differences that give rise to deferred tax
assets or liabilities at December 31, 1995 and 1994 are as follows:
December 31 1995 1994
Property, plant and equipment $(34.1) $(32.6)
Accrued expenses 30.6 23.0
Prepaid pension cost (6.9) (6.1)
Intangible assets (3.6) (4.6)
Other, net (11.3) (4.3)
------ ------
$(25.3) $(24.6)
====== ======
Deferred tax assets and liabilities included in the consolidated balance
sheet are as follows:
December 31 1995 1994
Other current assets $ 22.5 $ 17.6
Deferred income taxes (47.8) (42.2)
------ ------
$(25.3) $(24.6)
====== ======
Income tax expense, as a percentage of earnings before income taxes,
differs from the statutory federal income tax rate as follows:
Year ended December 31 1995 1994 1993
Statutory federal income tax rate 35.0% 35.0% 35.0%
Increases in rate resulting from
State taxes, net of federal benefit 3.4 3.8 4.0
Other .5 .3 .1
---- ---- ----
Effective tax rate 38.9% 39.1% 39.1%
==== ==== ====
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
J-INDUSTRY SEGMENT INFORMATION
The Company's operations principally consist of manufacturing, marketing
and distributing components and related finished products for the furnishings
industry. In addition, the Company supplies a diversified group of industries
with products which are similar in manufacturing technology to its furnishings
operations. Other than furnishings, no industry segment is significant.
Operating profit is determined by deducting from net sales the cost of
goods sold and the selling, distribution, administrative and other expenses
attributable to the segment operations. Corporate expenses not allocated to the
segments include corporate general and administrative expenses, interest expense
and certain other income and deduction items which are incidental to the
Company's operations. Capital expenditures, as defined herein, include amounts
relating to acquisitions as well as internal expenditures. The identifiable
assets of industry segments are those used in the Company's operations of each
segment. Corporate identifiable assets include cash, land, buildings and
equipment used in conjunction with corporate activities and sundry assets.
Financial information by segment is as follows:
Furnishings
Year ended December 31 Products Diversified Corporate Consolidated
1995
Net sales $1,558.1 $501.2 $ - $2,059.3
Operating profit 195.1 50.5 (24.9) 220.7
Capital expenditures 86.0 22.8 4.2 113.0
Depreciation and amortization expense 51.2 13.4 2.5 67.1
Identifiable assets 935.5 234.8 48.0 1,218.3
1994
Net sales $1,398.2 $459.9 $ - $1,858.1
Operating profit 153.4 54.7 (18.6) 189.5
Capital expenditures 91.5 30.1 3.9 125.5
Depreciation and amortization expense 42.8 12.2 1.9 56.9
Identifiable assets 834.2 244.6 41.1 1,119.9
1993
Net sales $1,195.8 $330.9 $ - $1,526.7
Operating profit 129.0 33.9 (21.9) 141.0
Capital expenditures 68.4 16.9 3.0 88.3
Depreciation and amortization expense 35.9 8.0 1.4 45.3
Identifiable assets 710.8 151.4 39.7 901.9
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Leggett & Platt, Incorporated and Subsidiaries
K-CONTINGENCIES
From time to time, the Company is involved in proceedings related to
environmental matters. In one instance, the United States Environmental
Protection Agency (EPA) ordered one of the Company's subsidiaries to investigate
potential releases into the environment and, if necessary, to perform corrective
action. The subsidiary successfully appealed the EPA's order. On June 27,
1994, the EPA indicated it planned to issue a new, similar order. The
subsidiary, the EPA and the Florida Department of Environmental Protection
(FDEP) are negotiating an agreement to investigate and, if necessary, take
corrective action to resolve the dispute. Estimated costs to perform an agreed
upon investigation and any related corrective actions are not material and have
been provided for in the financial statements as of December 31, 1995.
If current negotiations with the EPA and the FDEP are unsuccessful, and the
EPA issues a new order, the subsidiary expects it would appeal the new order.
If this appeal is unsuccessful, the costs to perform any required investigation
and, if necessary, corrective action cannot be reasonably estimated. One-half
of any costs, including the costs of voluntary actions, would be reimbursed to
the Company under a contractual obligation of a former joint owner of the
subsidiary. No provision for the costs of performing investigation and
corrective action beyond any agreed upon investigation and remediation mentioned
above has been recorded in the Company's financial statements. If any such
additional investigation and corrective action is required, management believes
the possibility of a material adverse effect on the Company's consolidated
financial condition or results of operations is remote.
28
REPORT OF INDEPENDENT ACCOUNTANTS
Leggett & Platt, Incorporated and Subsidiaries
To the Board of Directors and Shareholders of Leggett & Platt, Incorporated:
In our opinion, the financial statements listed in the index appearing
under Item 14 on page 12 present fairly, in all material respects, the financial
position of Leggett & Platt, Incorporated and Subsidiaries at December 31, 1995
and 1994, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
St. Louis, Missouri
February 8, 1996
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LEGGETT & PLATT, INCORPORATED
Dated: March 28, 1996
By: /s/ HARRY M. CORNELL, JR.
----------------------------
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
(a) PRINCIPAL EXECUTIVE OFFICER:
/s/ HARRY M. CORNELL, JR. Chairman of the Board and Chief March 28, 1996
-------------------------- Executive Officer
Harry M. Cornell, Jr.
(b) PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER:
/s/ MICHAEL A. GLAUBER Senior Vice President, Finance & March 28, 1996
-------------------------- Administration
Michael A. Glauber
(c) DIRECTORS:
RAYMOND F. BENTELE* Director
--------------------------
Raymond F. Bentele
ROBERT TED ENLOE, III* Director
--------------------------
Robert Ted Enloe, III
RICHARD T. FISHER* Director
--------------------------
Richard T. Fisher
30
SIGNATURE TITLE DATE
--------- ----- ----
FRANK E. FORD, JR.* Director
--------------------------
Frank E. Ford, Jr.
DAVID S. HAFFNER* Director
--------------------------
David S. Haffner
ROBERT A. JEFFERIES, JR.* Director
--------------------------
Robert A. Jefferies, Jr.
ALEXANDER M. LEVINE* Director
--------------------------
Alexander M. Levine
RICHARD L. PEARSALL* Director
--------------------------
Richard L. Pearsall
MAURICE E. PURNELL, JR.* Director
--------------------------
Maurice E. Purnell, Jr.
FELIX E. WRIGHT* Director
--------------------------
Felix E. Wright
* By /s/ ERNEST C. JETT March 28, 1996
-------------------------
Ernest C. Jett
Attorney-in-Fact pursuant to Power of
Attorney dated March, 1996
31
LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the three years ended December 31, 1995
(Amounts in millions)
Column A Column B Column C Column D Column E
-------- ---------- ---------- ---------- ----------
Additions
Charged
Balance at to Costs Balance at
Beginning of and End of
Description Period Expenses Deductions Period
- --------------- ------------ ---------- ---------- --------
Year ended December 31, 1995
Allowance for doubtful receivables.. $7.5 $5.8 $5.8 (A) $7.5
==== ==== ==== ====
Year ended December 31, 1994
Allowance for doubtful receivables.. $7.2 $5.7 $5.4 (A) $7.5
==== ==== ==== ====
Year ended December 31, 1993
Allowance for doubtful receivables.. $7.1 $2.8 $2.7 (A) $7.2
==== ==== ==== ====
- --------------------------------------
(A) Uncollectible accounts charged off, net of recoveries.
32
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- ----------
3.1 The Restated Articles of Incorporation of the Company,
filed as Exhibit 3 to Registrant's Form 10-Q for the
quarter ended June 30, 1987, are incorporated by
reference.
3.2 Amendment to Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to Form S-4 (Registration
No. 33-66238 which was filed with the Securities and
Exchange Commission on July 19, 1993), is incorporated
by reference.
3.3 By-Laws of the Company as amended and restated as of
August 11, 1993, filed as Exhibit 3.2 to Registrant's
Form 10-Q for the quarter ended June 30, 1993, are
incorporated by reference.
4.1 Article III of Registrant's Restated Articles of
Incorporation, filed as Exhibit 3.1 above, is
incorporated by reference.
4.2 Rights Agreement dated February 15, 1989 between
Registrant and The Chase Manhattan Bank, N.A.,
pertaining to preferred stock rights distributed by
Registrant, filed as Exhibit 1 to Registrant's Form
8-A dated February 15, 1989, and Amendment No. 1 to
Rights Agreement dated August 29, 1994, filed as
Exhibit 3 to Registrant's Form 8-A/A dated
September 8, 1994, are incorporated by reference.
4.2A Letter Agreement dated December 18, 1991 between
Registrant and Mellon Securities Trust Company
("Mellon") relating to appointment of Mellon as Rights
Agent under the Rights Agreement, filed as Exhibit
4.2A to Registrant's Form 10-K for the year ended
December 31, 1991, is incorporated by reference.
10.1/1/ Employment Agreement between the Company and Mr.
Cornell dated May 9, 1979, as amended, filed as
Exhibit 10.1 to Registrant's Form 10-K for the year
ended December 31, 1989, and Letter Agreement dated
March 15, 1993 amending Section 2.2 of Employment
Agreement, filed as Exhibit 10.1 to Registrant's Form
10-K for the year ended December 31, 1992, are
incorporated by reference.
10.1A/1/ Letter Agreement dated February 15, 1996 amending
Section 6.3 of Employment Agreement dated May 9, 1979
between the Company and Mr. Cornell.
10.2/1/ Employment Agreement between the Company and Mr.
Wright dated May 1, 1981, as amended, filed as Exhibit
10.2 to Registrant's Form 10-K for the year ended
December 31, 1989, is incorporated by reference.
33
10.3/1/ Employment Agreement between the Company and Mr.
Jefferies dated November 7, 1990, filed as Exhibit
10.3 to Registrant's Form 10-K for the year ended
December 31, 1990, and Amendment No. 1 to Employment
Agreement dated January 1, 1993, filed as Exhibit 10.3
to Registrant's Form 10-K for the year ended December
31, 1992, are incorporated by reference.
10.4/1/ Severance Benefit Agreement between the Company and
Harry M. Cornell, Jr. dated May 9, 1984 filed as
Exhibit 10.4 to Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated by reference.
10.5/1/ Severance Benefit Agreement between the Company and
Felix E. Wright dated May 9, 1984 filed as Exhibit
10.5 to Registrant's Form 10-K for the year ended
December 31, 1994, is incorporated by reference.
10.6/1/ Severance Benefit Agreement between the Company and
Robert A. Jefferies, Jr. dated May 9, 1984 filed as
Exhibit 10.6 to Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated by reference.
10.7/1/ Reference is made to Appendix A to Registrant's
definitive Proxy Statement dated April 4, 1994 used in
conjunction with Registrant's Annual Meeting of
Shareholders held on May 11, 1994 for a copy of the
Company's 1989 Flexible Stock Plan, as amended, which
is incorporated by reference.
10.8/1/ Summary description of the Company's Key Management
Incentive Compensation Plan, filed as Exhibit 10.7 of
Registrant's Form 10-K for the year ended December 31,
1993, is incorporated by reference.
10.9/1/ Reference is made to description of certain long-term
disability arrangements between Registrant and its
salaried employees filed as Exhibit 10.7 of
Registrant's Form 10-K for the year ended December 31,
1991, which is incorporated by reference.
10.10/1/ Form of Indemnification Agreement approved by the
shareholders of Registrant and entered into between
Registrant and each of its directors and executive
officers.
10.11/1/ Registrant's Director Stock Option Plan, filed as
Appendix A to Registrant's definitive Proxy Statement
dated March 31, 1989 used in conjunction with
Registrant's Annual Meeting of Shareholders held on
May 10, 1989, and Amendment to Director Stock Option
Plan dated May 13, 1992, filed as Exhibit 10.10 to
Registrant's Form 10-K for the year ended December 31,
1992, are incorporated by reference.
10.12/1/ Reference is made to Leggett & Platt, Incorporated
Executive Stock Purchase Program adopted June 6, 1989
under the Company's 1989 Flexible Stock Plan, and
effective as of July 1, 1989, as amended on November
13, 1991, filed as Exhibit 10.11 of Registrant's Form
10-K for the year ended December 31, 1991, which is
incorporated by reference.
10.13/1/ Stock Award Agreement dated December 20, 1994 between
the Company and Harry M. Cornell, Jr., filed as
Exhibit 10.17 of Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated by reference.
34
10.14/1/ Stock Award Agreement dated August 1, 1995 between the
Company and Felix E. Wright.
10.15/1/ Stock Award Agreement dated August 1, 1995 between the
Company and Duane W. Potter.
10.16/1/ Stock Award Agreement dated August 1, 1995 between the
Company and David S. Haffner.
10.17/1/ Stock Award Agreement dated December 28, 1995 between
the Company and Harry M. Cornell, Jr.
10.18/1/ Summary description of the Company's Deferred
Compensation Program.
11 Statement of Computation of Earnings Per Common Share.
21 Schedule of Subsidiaries of Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney executed by members of the Company's
Board of Directors regarding this Form 10-K and
certain registration statements.
27 Financial Data Schedule
- --------------------
1. Denotes management contract or compensatory plan or arrangement.
35