leg-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One) FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-07845

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)


Missouri		44-0324630
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
No. 1 Leggett Road
Carthage,	Missouri	64836
(Address of principal executive offices)		(Zip code)

Registrant s telephone number, including area code: (417) 358-8131

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	LEG	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant s executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant (based on the closing price of our common stock on the New York Stock Exchange) on June 30, 2023 was $3,864,089,000.

There were 133,730,089 shares of the registrant s common stock outstanding as of February 20, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of Item 10, and all of Item 11, 12, 13 and 14 of Part III, are incorporated by reference from the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2024.


		Page Number
Forward-Looking Statements		1
PART I
Item 1.	Business	3

Item 1A.	Risk Factors	16

Item 1B.	Unresolved Staff Comments	28

Item 1C.	Cybersecurity	28

Item 2.	Properties	30

Item 3.	Legal Proceedings	31

Item 4.	Mine Safety Disclosures	32

Supp. Item.	Information About Our Executive Officers	32
PART II
Item 5.	Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34

Item 6.	Reserved	35

Item 7.	Management s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63

Item 8.	Financial Statements and Supplementary Data	64

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	64

Item 9A.	Controls and Procedures	64

Item 9B.	Other Information	64

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	65
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	66

Item 11.	Executive Compensation	69

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69

Item 13.	Certain Relationships and Related Transactions, and Director Independence	69

Item 14.	Principal Accountant Fees and Services	69
PART IV
Item 15.	Exhibit and Financial Statement Schedules	70

	Exhibit Index	118

Item 16.	Form 10-K Summary	122

Signatures		123


BEDDING GROUP
Steel Rod
Drawn Wire
U.S. Spring
Specialty Foam
Adjustable Bed
International Bedding
Machinery


									Steel rod
									Drawn wire
									Specialty foam chemicals and additives
									Innersprings (sets of steel coils, bound together, that form the core of a mattress)
									Proprietary specialty foam for use primarily in bedding and furniture
									Private label finished mattresses, often sold compressed and boxed
									Ready-to-assemble mattress foundations
									Static foundations
									Adjustable beds
									Machines that we use to produce innersprings; industrial sewing and quilting machines; mattress-packaging and glue-drying equipment


									We used about 2/3 of our wire output to manufacture our own products in 2023, with the majority going to our U.S. innerspring operations
									Various industrial users of steel rod and wire
									Manufacturers of finished bedding (mattresses and foundations)
									Bedding brands and mattress retailers
									E-commerce retailers
									Big box retailers, department stores, and home improvement centers


AUTOMOTIVE GROUP
Automotive

AEROSPACE PRODUCTS GROUP
Aerospace Products

HYDRAULIC CYLINDERS GROUP
Hydraulic Cylinders


									Mechanical and pneumatic lumbar support and massage systems for automotive seating
									Seat suspension systems
									Motors and actuators, used in a wide variety of vehicle power features
									Cables


									Titanium, nickel, and stainless-steel tubing, formed tube, tube assemblies, and flexible joint components, primarily used in fluid conveyance systems


									Automobile OEMs and Tier 1 suppliers
									Aerospace OEMs and suppliers
									Mobile equipment OEMs, primarily serving material handling and heavy construction markets


HOME FURNITURE GROUP
Home Furniture

WORK FURNITURE GROUP
Work Furniture

FLOORING & TEXTILE PRODUCTS GROUP
Flooring Products
Fabric Converting
Geo Components


									Steel mechanisms and motion hardware (enabling furniture to recline, tilt, swivel, rock, and elevate) for reclining chairs, sofas, sleeper sofas, and lift chairs
									Springs and seat suspensions for chairs, sofas, and loveseats


									Engineered hydraulic cylinders


									Carpet cushion and hard surface flooring underlayment (made from bonded scrap foam, fiber, rubber, and prime foam)
									Structural fabrics for mattresses, residential furniture, and industrial uses
									Geo components (synthetic fabrics and various other products used in ground stabilization, drainage protection, erosion, and weed control)


									Manufacturers of upholstered and office furniture
									Flooring retailers and distributors, including big box retailers and home improvement centers
									Contractors, landscapers, road construction companies, retailers, and government agencies using or selling geo components
									Mattress and furniture producers and manufacturers of packaging, filtration, and draperies


	Bedding Products	Specialized Products	Furniture, Flooring & Textile Products
North America
Canada		n	n
Mexico	n	n	n
United States	n	n	n
Europe
Austria		n
Belgium		n
Croatia	n
Denmark	n
France		n
Germany		n
Hungary		n
Ireland	n
Poland			n
Switzerland	n
United Kingdom	n	n
South America
Brazil	n
Asia
China	n	n	n
India		n
South Korea		n


									Components and private label finished goods for collaborative soft seating
									Bases, columns, back rests, casters, and frames for office chairs, and control devices that allow chairs to tilt, swivel, and elevate


			Innersprings and specialty foam for private label mattresses and mattress applications
			Lumbar and seat suspension systems for automotive seating and actuators for automotive applications
			Seamless and welded tubing and fabricated assemblies for aerospace applications
			Select lines of private label finished furniture
			Hydraulic cylinders for material handling and heavy construction equipment
			Machinery and equipment designed to manufacture innersprings for mattresses


			Lumbar and seat suspension systems for automotive seating
			Cables, motors, and actuators for automotive applications
			Recliner mechanisms and bases for upholstered furniture
			Work furniture components, including chair bases and casters
			Innersprings for mattresses
			Hydraulic cylinders for heavy construction equipment


			Lumbar and seat suspension systems for automotive seating
			Fabricated wire for the furniture and automotive industries
			Work furniture chair controls and bases
			Geo components


			Lumbar and seat suspension systems for automotive seating
			Motors and actuators for automotive applications
			Adjustable beds
			Innersprings and fabricated wire for the bedding industry
			Select lines of private label finished furniture


Product Families	2023		2022		2021
Bedding Group	42	%	46	%	48	%
Flooring & Textile Products Group	19		18		18
Automotive Group	19		17		16
Home Furniture Group	6		8		8
Work Furniture Group	6		6		6
Hydraulic Cylinders Group	5		3		2
Aerospace Products Group	3		2		2


			Various types of steel, including scrap, rod, wire, sheet, and stainless
			Chemicals used in foam production
			Foam scrap
			Woven and nonwoven fabrics
			Titanium and nickel-based alloys and other high strength metals
			Electronic systems (including semiconductors)


			ComfortCore , Quantum , Eco-Base , CombiCoreTM, Nanocoil , Softech , Active Support Technology , Mira-Coil , and VertiCoil (mattress innersprings)
			Energex , Coolflow , ThermaGel , EcoFlowTM, and Gorilla FoamTM (specialty foam products)
			Semi-Flex (box spring components and foundations)
			Spuhl and Fides (mattress innerspring manufacturing machines)
			Wall Hugger (recliner chair mechanisms)
			No-Sag (wire forms used in seating)
			LPSense (capacitive sensing)
			Hanes (fabric materials)
			Schukra (automotive seating products)
			Gribetz and Porter (quilting and sewing machines)


			Bedding components and private label finished goods
			Automotive seat comfort and convenience systems
			Home and work furniture components
			Geo components
			Flooring underlayment
			Hydraulic cylinders for material handling and heavy construction applications
			Aerospace tubing and fabricated assemblies


	Fair value in excess of carrying value for the goodwill impairment testing performed during						Goodwill
	Triggering event Fourth quarter 2023		Annual testing Second quarter 2023		Annual testing Second quarter 2022		As of December 31, 2023 (in millions)
Reporting unit with a triggering event
Bedding	19	%	40	%	54	%	$907

Reporting units with no triggering event
Work Furniture			74		78		100
Aerospace			44		40		67
Hydraulic Cylinders			18		32		45


	Company- Wide	Subtotals by Segment
Manufacturing Locations		Bedding Products	Specialized Products	Furniture, Flooring & Textile Products
United States	85	36	6	43
Europe	19	7	10	2
China	14	1	11	2
Canada	8		3	5
Mexico	5	2	2	1
Other	4	1	3
Total	135	47	35	53


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
October 2023		$		10,000,000
November 2023		$		10,000,000
December 2023		$		10,000,000
Total		$


	For the Years Ended
	2018		2019		2020		2021		2022		2023
LEG	$	100	$	147	$	134	$	129	$	106	$	92
S&P Midcap 400	100		126		143		179		155		181
Peer Group	100		145		181		249		213		251


						Page No.
			Highlights			36
			Introduction			37
			Results of Operations 2023 vs 2022			41
			Results of Operations 2022 vs 2021			44
			Liquidity and Capitalization			47
			Critical Accounting Policies and Estimates			54
			Contingencies			58
			New Accounting Standards			62


(Dollar amounts in millions, except per share data)	Amount		% 1
Net trade sales:
Year ended December 31, 2022	$	5,147
Divestitures	(1)			%
2022 sales excluding divestitures	5,146
Approximate volume declines	(299)		(6)
Approximate raw material-related deflation and currency impact	(238)		(4)
Organic sales	(537)		(10)
Acquisition sales growth	116		2
Year ended December 31, 2023	$	4,725	(8)	%
Earnings:
(Dollar amounts, net of tax)
Year ended December 31, 2022	$	310

2023 long-lived asset impairment	(341)
2023 gain on sale of real estate	8
2023 gain from net insurance proceeds from tornado damage	7





Other items, primarily lower metal margin and lower volume	(121)
Year ended December 31, 2023	$	(137)
2022 Earnings Per Diluted Share	$	2.27
2023 Earnings Per Diluted Share	$	(1.00)


	Year Ended December 31
	2023		2022
Statutory federal income tax rate	21.0	%	21.0	%
Increases (decreases) in rate resulting from:
State taxes, net of federal benefit	.2		.9
Tax effect of foreign operations	(1.4)		(.5)
Global intangible low-taxed income	(1.5)		.6
Current and deferred foreign withholding taxes	(7.3)		2.6
Long-lived asset impairment	5.4

Stock-based compensation	.1		(.1)

Change in valuation allowance	(.4)		(.1)
Change in uncertain tax positions, net	(.3)

Other permanent differences, net	3.9		(1.0)
Other, net	1.4		(.2)
Effective tax rate	21.1	%	23.2	%


(Dollar amounts in millions)	2023		2022		Change in Sales				% Change Organic
					$		%		Sales 1
Trade sales
Bedding Products	$	1,964.7	$	2,356.3	$	(391.6)	(16.6)	%	(16.6)	%
Specialized Products	1,279.8		1,118.3		161.5		14.4		7.1
Furniture, Flooring & Textile Products	1,480.8		1,672.1		(191.3)		(11.4)		(13.5)


Total trade sales	$	4,725.3	$	5,146.7	$	(421.4)	(8.2)	%	(10.4)	%

	2023		2022		Change in EBIT				EBIT Margins
					$		%		2023		2022
EBIT
Bedding Products	$	(344.2)	$	219.6	$	(563.8)	(256.7)	%	(17.5)	%	9.3	%
Specialized Products	125.0		99.4		25.6		25.8		9.8		8.9
Furniture, Flooring & Textile Products	128.6		165.0		(36.4)		(22.1)		8.7		9.9
Intersegment eliminations & other	.2		1.0		(.8)

Total EBIT	$	(90.4)	$	485.0	$	(575.4)	(118.6)	%	(1.9)	%	9.4	%

	2023		2022
Depreciation and amortization
Bedding Products	$	103.9	$	104.1
Specialized Products	41.1		40.5
Furniture, Flooring & Textile Products	22.5		23.2
Unallocated 2	12.4		12.0
Total depreciation and amortization	$	179.9	$	179.8


Three Primary Components of our Working Capital
	Amount (in millions)							Days
	2023		2022		2021			2023	2022	2021
Trade Receivables	$	565	$	609	$	620	DSO 1	45	44	42

Inventories	820		908		993		DIO 2	81	83	76

Accounts Payable	536		518		614		DPO 3	50	50	53


Cash Requirements	Short-Term		Long-Term
(Dollar amounts in millions)
Current and long-term debt, excluding finance leases 1	$	307	$	1,677

Operating and finance leases 2	65		172
Purchase obligations 3	428		31
Interest payments 4	67		624
Deemed repatriation tax payable 5	9		12
Liability for pension benefits 6	1		10
Contingent consideration 7	6		6


Long-term debt as of December 31,	Scheduled Maturity Date
	2024			2025	2026	2027			2028	Thereafter			2023			2022
Principal fixed rate debt	$	300.0		$	$	$	500.0		$	$	1,000.0		$	1,800.0		$	1,800.0
Average stated interest rate	3.80		%			3.50		%		3.95		%	3.80		%	3.80		%
Principal variable rate debt						1.8				2.0			3.8			3.8

Unamortized discounts and deferred loan costs													(13.6)			(15.6)
Commercial paper 1													186.0			282.5
Miscellaneous debt and finance leases													11.4			12.9
Total debt													1,987.6			2,083.6
Less: current maturities													308.0			9.4
Total long-term debt													$	1,679.6		$	2,074.2