LEG 10-K Annual Report Dec. 31, 2018 | Alphaminr
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LEG 10-K Fiscal year ended Dec. 31, 2018

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LEGGETT & PLATT INC
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TABLE OF CONTENTS
Part IPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Stock Purchase Agreement by and among Leggett & Platt, Incorporated, Elite Comfort Solutions, Inc. and Elite Comfort Solutions LP, dated November 6, 2018, filed November 7, 2018, as Exhibit 2.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) Schedules to the Stock Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Stock Purchase Agreement contains a list briefly identifying the omitted schedules. Leggett agrees to furnish, supplementally, a copy of any omitted schedule to the SEC upon request. 3.1 Restated Articles of Incorporation of the Company as of May 13, 1987, with Amendments dated May12, 1993 and May 20, 1999; filed March 11, 2004 as Exhibit 3.1 to the Companys Form 10-K for the year ended December 31, 2003, are incorporated by reference. (SECFile No.001-07845) 3.2 Bylaws of the Company, as amended through November 7, 2017, filed November 7, 2017 as Exhibit 3.2.1 to the Company's Form 10-Q, is incorporated by reference. (SEC File No. 001-07845) 4.1 Article III of the Companys Restated Articles of Incorporation, as amended, filed as Exhibit 3.1 hereto, is incorporated by reference. 4.2.1 Tri-Party Agreement under the November 24, 1999 Indenture, between the Company, The Bank of New York Mellon Trust Company, NA (successor in interest to The Chase Manhattan Bank) (as Prior Trustee) and U.S. Bank National Association (as Successor Trustee), dated February20, 2009, filed February 25, 2009 as Exhibit 4.2.1 to the Companys Form 10-K for the year ended December 31, 2008, is incorporated by reference. (SEC File No. 001-07845) 4.3 Senior Indenture dated May 6, 2005 between the Company and U.S. Bank National Association (successor in interest to The Bank of New York Mellon Trust Company, NA which was successor in interest to JPMorgan Chase Bank, N.A.), as Trustee, filed May 10, 2005 as Exhibit 4.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.3.1 Tri-Party Agreement under the May 6, 2005 Senior Indenture, between the Company, The Bank of New York Mellon Trust Company, NA (successor in interest to JPMorgan Chase Bank, N.A.) (as Prior Trustee) and U.S. Bank National Association (as Successor Trustee), dated February20, 2009, filed February 25, 2009 as Exhibit 4.3.1 to the Companys Form 10-K for the year ended December 31, 2008, is incorporated by reference. (SEC File No. 001-07845) 4.4 Form of $500,000,000 3.50% Senior Notes due 2027 issued pursuant to the Senior Indenture dated May 6, 2005, filed November 16, 2017 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.5 Form of $300,000,000 3.80% Senior Notes due 2024 issued pursuant to the Senior Indenture dated May 6, 2005, filed November 10, 2014 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.6 Form of $300,000,000 3.40% Senior Notes due 2022, issued pursuant to the Senior Indenture dated May 6, 2005, filed August 15, 2012 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.1* Severance Benefit Agreement between the Company and Karl G. Glassman, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.2* Severance Benefit Agreement between the Company and Matthew C. Flanigan, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.2 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.3* Severance Benefit Agreement between the Company and Perry E. Davis, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.3 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.4* Severance Benefit Agreement between the Company and J. Mitchell Dolloff, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.4 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.5* Amended and Restated Severance Benefit Agreement between the Company and Scott S. Douglas, dated December 30, 2008, filed February 22, 2018 as Exhibit 10.7 to the Company's Form 10-K, is incorporated by reference. (SEC File No. 001-07845). 10.6* Description of Personal Use of Corporate Aircraft by Karl G. Glassman, dated May 8, 2017, filed May 11, 2017 as Exhibit 10.8 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.8* Summary Sheet of Executive Cash Compensation, filed November 8, 2018 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845). 10.9* Summary Sheet of Director Compensation, filed August 3, 2018 as Exhibit 10.1 to the Company's Form 10-Q, is incorporated by reference. (SEC File No. 001-07845) 10.10.1* Form of Non-Qualified Stock Option Award Agreement pursuant to the Companys Flexible Stock Plan, filed November 4, 2014 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.10.2* 2018 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2018 grants), filed November 9, 2017 as Exhibit 10.7 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.10.3* 2018 Form of Interim Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2018 grants), filed November 9, 2017 as Exhibit 10.8 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.10.4* 2017 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2017 grants), filed November 10, 2016 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.10.5* 2015 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2015 and 2016 grants), filed November 4, 2014 as Exhibit 10.2 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.10.6* 2011 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2011 grants through 2014 grants), filed January 6, 2011 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.10.7* Form of Director Restricted Stock Agreement pursuant to the Companys Flexible Stock Plan, filed August 7, 2008 as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended June30, 2008, is incorporated by reference. (SEC File No. 001-07845) 10.10.8* Form of Director Restricted Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, filed February 24, 2012 as Exhibit 10.9.7 to the Company's Form 10-K for the year ended December 31, 2011, is incorporated by reference. (SEC File No. 001-07845) 10.10.9* 2017 Form of Profitable Growth Incentive Award Agreement and Terms and Conditions (applicable to 2017 grants), filed November 10, 2016 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.10.10* Award Formula for the 2017-2018 Profitable Growth Incentive Program, filed March 27, 2017 as Exhibit 10.5 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.10.11* 2015 Form of Profitable Growth Incentive Award Agreement and Terms and Conditions (applicable to 2015 and 2016 grants), filed March 26, 2015 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.10.12* Award Formula for the 2016-2017 Profitable Growth Incentive Program, filed May 4, 2016 as Exhibit 10.1 to the Company's Form 10-Q, is incorporated by reference. (SEC File No. 001-07845) 10.10.13* Award Formula for the 2015-2016 Profitable Growth Incentive Program, filed March 26, 2015 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.11.1* 2018 Award Formula under the Companys 2014 Key Officers Incentive Plan, filed March 26, 2018 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.11.2* 2017 Award Formula under the Company's 2014 Key Officers Incentive Plan, filed March 27, 2017 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.12* The Companys Director Stock Option Plan, as amended and restated November13, 2002, filed March18, 2003 as Exhibit 10.13 to the Companys Form 10-K for the year ended December31, 2002, is incorporated by reference. (SEC File No. 001-07845) 10.13* The Companys Deferred Compensation Program, effective November 6, 2017, filed November 9, 2017 as Exhibit 10.6 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.15* The Companys 2005 Executive Stock Unit Program, as amended and restated, effective February 23, 2016, filed February 25, 2016, as Exhibit 10.15 to the Company's Form 10-K for the year ended December 31, 2015, is incorporated by reference. (SEC File No. 001-07845) 10.16* Description of the long-term disability arrangement between the Company and Karl G. Glassman filed February 25, 2016 as Exhibit 10.16 to the Company's Form 10-K for the year ended December 31, 2015, is incorporated by reference. (SEC File No. 001-07845) 10.17* The Companys Retirement K Excess Program, amended and restated on November 26, 2007, effective as of January1, 2007, filed February26, 2008 as Exhibit 10.19 to the Companys Form 10-K for the year ended December31, 2007, is incorporated by reference. (SEC File No.001-07845) 10.18 Third Amended and Restated Credit Agreement, dated as of December12, 2018 among the Company, JP Morgan Chase Bank, N.A. as administrative agent, and the Lenders named therein, including Revolving Loans and Tranche A Term Loans, filed December14, 2018 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.19 Second Amended and Restated Credit Agreement, dated November 8, 2017 among the Company, JPMorgan Chase Bank, N.A. as administrative agent, and the participating banking institutions named therein, filed November 9, 2017 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.20 Commitment Letter among the Company, JP Morgan Chase Bank, N. A., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and U.S. Bank National Association, dated November 6, 2018, filed November 7, 2018 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.21 Commercial Paper Issuing and Paying Agent Agreement between U.S. Bank National Association and the Company, dated December 2, 2014, including Master Note, filed December 5, 2014 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.22 Form of Amended and Restated Commercial Paper Dealer Agreement filed December 5, 2014 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 21** Schedule of Subsidiaries of the Company. 23** Consent of Independent Registered Public Accounting Firm. 24** Power of Attorney executed by members of the Companys Board of Directors regarding this Form 10-K. 31.1** Certification of Karl G. Glassman, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February27, 2019. 31.2** Certification of Matthew C. Flanigan, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February27, 2019. 32.1** Certification of Karl G. Glassman, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February27, 2019. 32.2** Certification of Matthew C. Flanigan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February27, 2019.