UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 6, 2017
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
| Missouri | 001-07845 | 44-0324630 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| No. 1 Leggett Road, Carthage, MO |
64836 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 417-358-8131
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 7.01 | Regulation FD Disclosure. |
On September 6, 2017, Leggett & Platt, Incorporated issued a press release revising its full year 2017 earnings guidance and reporting the sale of its final remaining Commercial Vehicle Products operation. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
This information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The press release contains the Company’s Adjusted EPS guidance. Company management believes the presentation of Adjusted EPS guidance is useful to investors in that it aids investors’ understanding of forecasted underlying operational profitability. Management uses this non-GAAP measure as supplemental information to forecast the Company’s operational performance. The above non-GAAP measure may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for, or more meaningful than, its GAAP counterpart.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated September 6, 2017 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||||||
| Date: September 6, 2017 | By: | /S/ SCOTT S. DOUGLAS | ||||
| Scott S. Douglas | ||||||
| Senior Vice President – | ||||||
| General Counsel & Secretary | ||||||
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| FOR IMMEDIATE RELEASE: SEPTEMBER 6, 2017 | Exhibit 99.1 |
LEGGETT & PLATT REDUCES FULL-YEAR EPS GUIDANCE AND
REPORTS DIVESTITURE OF REMAINING CVP OPERATION
Carthage, MO, September 6, 2017 –
| • | Full year 2017 EPS guidance reduced to $2.44 - 2.54 |
| • | Full year 2017 adjusted EPS guidance reduced to $2.40 - 2.50 |
| • | Full year sales guidance is unchanged at $3.9 - 4.0 billion |
| • | Final remaining CVP operation was divested effective August 4, 2017 |
Diversified manufacturer Leggett & Platt reduced its full-year 2017 EPS guidance to a range of $2.44 - 2.54. This guidance includes a $.04 EPS benefit from the recent sale of a Commercial Vehicle Products (CVP) operation, as discussed below.
Adjusted EPS guidance, which excludes the $.04 gain on sale, is now $2.40 - 2.50. This is a $.15 decrease from prior adjusted EPS guidance of $2.55 - 2.65. Full year sales guidance is unchanged at $3.9 - 4.0 billion. Based upon this guidance, full-year EBIT margin should be about 12%. Cash from operations is expected to approximate $425 million for the year.
The reduction in EPS guidance primarily reflects renewed inflation of steel costs, a related increase in estimated LIFO expense, and demand weakness in the furniture and bedding retail markets.
Effective August 4, 2017, Leggett & Platt sold its Masterack operation, the last remaining business within its CVP group. The sale generated a $3 million pre-tax loss, but this was more than offset by an $8 million tax benefit due to the high tax basis. Altogether, the transaction is expected to generate a $.04 benefit to EPS. Masterack is a manufacturer of steel, aluminum and composite van racking, storage systems, and shelving for commercial work trucks. Other CVP businesses were divested over the past few years as part of the Company’s ongoing portfolio management efforts.
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com
COMPANY DESCRIPTION: At Leggett & Platt (NYSE: LEG), we create innovative products that enhance people’s lives, generate exceptional returns for our shareholders, and provide sought-after jobs in communities around the world. L&P is a 134 year-old diversified manufacturer that designs and produces engineered products found in most homes and automobiles. The company is comprised of 16 business units, 21,000 employee-partners, and 130 manufacturing facilities located in 19 countries.
Leggett & Platt is the leading U.S. manufacturer of: a) bedding components; b) automotive seat support and lumbar systems; c) components for home furniture and work furniture; d) carpet cushion; e) adjustable beds; f) high-carbon drawn steel wire; and g) bedding industry machinery.
FORWARD-LOOKING STATEMENTS: Statements in this release that are not historical in nature are “forward-looking.” These statements involve uncertainties and risks, including the company’s ability to achieve its longer-term operating targets, price and product competition from competitors, changes in demand for the company’s products, cost and availability of raw materials and labor, fuel and energy costs, future growth of acquired companies, general economic conditions, possible goodwill or other asset impairment, foreign currency fluctuation, litigation risks, and other factors described in the company’s Form 10-K and Form 10-Q’s. Any forward-looking statement reflects only the company’s beliefs when the statement is made. Actual results could differ materially from expectations, and the company undertakes no duty to update these statements.
CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com
David M. DeSonier, Senior Vice President of Corporate Strategy and Investor Relations
Susan R. McCoy, Vice President of Investor Relations
Wendy M. Watson, Director of Investor Relations