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Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2007

¨	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 1-7845

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

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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Common stock outstanding as of April 30, 2007: 177,144,474

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LEGGETT & PLATT, INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)


(Amounts in millions)	March 31, 2007			December 31, 2006
CURRENT ASSETS
Cash and cash equivalents	$	234.6		$	131.9
Accounts and other receivables		869.6			871.9
Allowance for doubtful accounts		(18.6	)		(18.1	)
Inventories, net		808.0			826.3
Other current assets		87.8			82.1

Total current assets		1,981.4			1,894.1
NET PROPERTY, PLANT & EQUIPMENT		965.0			962.8
OTHER ASSETS
Goodwill		1,158.9			1,149.3
Other intangibles, less accumulated amortization of $53.9 at March 31, 2007 and $49.0 at December 31, 2006		245.4			182.9
Sundry		83.5			76.2

Total other assets		1,487.8			1,408.4

TOTAL ASSETS	$	4,434.2		$	4,265.3

CURRENT LIABILITIES
Current maturities of long-term debt	$	49.2		$	52.0
Accounts payable		272.1			259.0
Accrued expenses		295.9			268.0
Other current liabilities		121.7			112.2

Total current liabilities		738.9			691.2
LONG-TERM DEBT		1,139.1			1,060.0
OTHER LIABILITIES		109.6			95.9
DEFERRED INCOME TAXES		65.9			67.1
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common stock		2.0			2.0
Additional contributed capital		489.3			493.4
Retained earnings		2,315.7			2,270.7
Accumulated other comprehensive income		78.6			75.6
Treasury stock		(504.9	)		(490.6	)

Total shareholders’ equity		2,380.7			2,351.1

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,434.2		$	4,265.3

See accompanying notes to consolidated condensed financial statements.

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America.

LEGGETT & PLATT, INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(Unaudited)


	Three Months Ended March 31,
(Amounts in millions, except per share data)	2007		2006
Net sales	$	1,294.3	$	1,323.8
Cost of goods sold		1,065.3		1,094.4

Gross profit		229.0		229.4
Selling and administrative expenses		122.1		121.5
Other expense, net		5.7		12.6

Earnings from continuing operations before interest and income taxes		101.2		95.3
Interest expense		14.1		12.7
Interest income		1.9		1.5

Earnings from continuing operations before income taxes		89.0		84.1
Income taxes		26.4		27.3

Earnings from continuing operations		62.6		56.8
Earnings from discontinued operations, net of tax		13.1		5.3

NET EARNINGS	$	75.7	$	62.1

Earnings Per Share from continuing operations
Basic	$	.34	$	.30
Diluted	$	.34	$	.30
Earnings Per Share from discontinued operations
Basic	$	.07	$	.03
Diluted	$	.07	$	.03
Earnings Per Share - Net
Basic	$	.41	$	.33
Diluted	$	.41	$	.33
Cash Dividends Declared
Per Share	$	.17	$	.16
Average Shares Outstanding
Basic		183.0		187.4
Diluted		183.7		188.2

See accompanying notes to consolidated condensed financial statements.

LEGGETT & PLATT, INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(Amounts in millions)	2007			2006
OPERATING ACTIVITIES
Net Earnings	$	75.7		$	62.1
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation		37.9			38.9
Amortization		5.6			4.3
Asset impairment		.1			2.0
Gain from sales of assets		(23.7	)		(1.6	)
Deferred income tax (benefit)		(2.7	)		(.2	)
Stock-based compensation		14.1			12.7
Other		(2.0	)		.5
Other changes, excluding effects from purchase of companies
Increase in accounts and other receivables		(11.0	)		(17.6	)
Decrease (increase) in inventories		10.4			(3.6	)
Increase in other current assets		(4.3	)		(11.3	)
Increase in accounts payable		18.3			26.9
Increase in accrued expenses and other current liabilities		30.2			34.6

NET CASH PROVIDED BY OPERATING ACTIVITIES		148.6			147.7
INVESTING ACTIVITIES
Additions to property, plant and equipment		(44.2	)		(33.9	)
Purchases of companies, net of cash acquired		(82.6	)		(5.6	)
Proceeds from sales of assets		86.9			4.3
Other		(3.8	)		(3.9	)

NET CASH USED FOR INVESTING ACTIVITIES		(43.7	)		(39.1	)
FINANCING ACTIVITIES
Additions to debt		93.8			6.5
Payments on debt		(30.3	)		(2.4	)
Dividends paid		(30.9	)		(29.5	)
Issuances of common stock		3.0			2.4
Purchases of common stock		(39.0	)		(21.5	)
Other		1.0			.8

NET CASH USED FOR FINANCING ACTIVITIES		(2.4	)		(43.7	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		.2			.5

INCREASE IN CASH AND CASH EQUIVALENTS		102.7			65.4
CASH AND CASH EQUIVALENTS - January 1,		131.9			64.9

CASH AND CASH EQUIVALENTS - March 31,	$	234.6		$	130.3

See accompanying notes to consolidated condensed financial statements.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in millions, except per share data)

STATEMENT

The interim financial statements of the Company included herein have not been audited by an independent registered public accounting firm. The statements include all adjustments, including normal recurring accruals, which management considers necessary for a fair presentation of the financial position and operating results of the Company for the periods presented. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The operating results for interim periods are not necessarily indicative of results to be expected for an entire year.

For further information, refer to the financial statements of the Company and footnotes thereto included in the annual report on Form 10-K of the Company for the year ended December 31, 2006.

2.	NEW ACCOUNTING STANDARDS

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities and requires additional disclosure about the use of fair value measures, the information used to measure fair value, and the effect fair-value measurements have on earnings. The primary areas in which the Company utilizes fair value measures are valuing pension plan assets and liabilities, valuing hedge-related derivative financial instruments, allocating purchase price to the assets and liabilities of acquired companies, and evaluating long-term assets for potential impairment. SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for the Company beginning January 1, 2008. The adoption of SFAS 157 is not expected to have a material impact on the Company’s financial statements.

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115” (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other instruments at fair value, with the objective of improving financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company will adopt SFAS 159 on January 1, 2008. SFAS 159 is not expected to have a material impact on the Company’s financial statements.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). This interpretation modified the accounting for uncertain income tax positions recognized in accordance with SFAS 109, “Accounting for Income Taxes.” Specifically, FIN 48 changed the application of SFAS 109 by establishing criteria that an individual tax position must meet before any part of the benefit of that position may be recognized in an enterprise’s financial statements. Additionally, FIN 48 provided new rules for the measurement, classification and derecognition of uncertain tax positions, as well as new rules regarding application of interest and penalties, and accounting for income taxes in interim periods. Finally, FIN 48 established new disclosure requirements and provided transition rules.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

2.	NEW ACCOUNTING STANDARDS (continued)

The Company adopted the provisions of FIN 48 on January 1, 2007. Upon implementation of this interpretation, the Company recognized an increase in the liability for unrecognized tax benefits of approximately $13.4 million and an increase to deferred tax assets of $13.2 million. The resulting impact of the adoption at January 1, 2007 was immaterial. The total amount of the Company’s unrecognized tax benefits at January 1, 2007 is $30.2 million, of which $17.0 million would impact the Company’s effective tax rate, if recognized.

The Company recognizes interest and penalties related to unrecognized tax benefits as part of income tax expense in the Consolidated Statements of Earnings, which is consistent with prior reporting periods. As of January 1, 2007, the Company had recorded a liability of approximately $3.8 million and $0.9 million for the payment of interest and penalties, respectively.

At the beginning of the year, five tax years were undergoing (or subject to) audit by the United States Internal Revenue Service (IRS) and Canada Revenue Agency, covering the periods 2002 through 2006. Periods prior to 2002 are closed for examination in both jurisdictions. In early 2007, the IRS examination for the years 2002 and 2003 was concluded and resulted in no significant adjustments. Various state and foreign jurisdiction tax years remain open to examination as well, though the Company believes assessments (if any) will be immaterial to its consolidated financial statements.

The Company is not aware of any changes that would materially increase or decrease the total amount of unrecognized tax benefits within the next 12 months.

3.	INVENTORIES

Inventories, about 50% of which are valued using the Last-In, First-Out (LIFO) cost method and the remainder using the First-In, First-Out (FIFO) cost method, are comprised of the following:


	March 31, 2007			December 31, 2006
At FIFO cost
Finished goods	$	440.1		$	428.6
Work in process		91.8			97.9
Raw materials and supplies		345.1			370.9

		877.0			897.4
LIFO reserve		(69.0	)		(71.1	)

	$	808.0		$	826.3

The Company calculates its LIFO reserve (the excess of FIFO cost over LIFO cost) on an annual basis. During interim periods, the Company estimates the current year annual change in the LIFO reserve (i.e., the annual LIFO expense or income) and allocates that change proportionally to the four quarters. The interim estimate of the annual LIFO reserve change can vary significantly quarter-to-quarter, and from the actual amount for the year, due to price changes experienced in subsequent periods and from actual inventory levels at year-end being different than estimated levels.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

4.	PROPERTY, PLANT & EQUIPMENT

Property, plant and equipment is comprised of the following:


	March 31, 2007			December 31, 2006
Property, plant and equipment, at cost	$	2,317.6		$	2,330.2
Less accumulated depreciation		(1,352.6	)		(1,367.4	)

	$	965.0		$	962.8

5.	DISCONTINUED OPERATIONS

In March 2007, the Company sold its Prime Foam business unit, resulting in a pre-tax gain of $23.7 ($12.1 net of tax) that was reported within earnings from discontinued operations in the Consolidated Condensed Statements of Earnings. This divestiture was previously part of the Residential Furnishings Segment and produced foam used for cushioning by upholstered furniture and bedding manufacturers.

As part of this divestiture, the Company entered into a seven-year supply agreement with the buyer for scrap foam. Although the amount is immaterial to the consolidated financial statements, this supply agreement provides a reliable source of scrap foam which is used in the Company’s carpet cushion products.

The following amounts related to the Prime Foam unit have been segregated from continuing operations and reported as discontinued operations through the date of disposition.


	Three Months Ended March 31,
	2007			2006
External sales	$	44.4		$	53.9


Gain on sale, net of $11.6 tax	$	12.1		$	—
Earnings from operations before interest and income taxes		1.7			8.4
Interest allocated to discontinued operations		(.2	)		(.2	)
Provision for income taxes related to operations		(.5	)		(2.9	)

Earnings from discontinued operations, net of tax	$	13.1		$	5.3

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

6.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments, net unrealized gains (losses) on net investment hedges, cash flow hedges, fair value hedges and defined benefit pension plans. The following table sets forth the changes in each component of accumulated other comprehensive income (loss):


	Foreign Currency Translation Adjustments (1)		Net Investment Hedges			Cash Flow Hedges (2)			Fair Value Hedges			Defined Benefit Pension Plans (3)			Accumulated Other Comprehensive Income (Loss)
Balance Jan. 1, 2007	$	104.5	$	(1.2	)	$	(1.3	)	$	(.2	)	$	(26.2	)	$	75.6
Period change		1.3		—			1.8			.2			(.3	)		3.0

Balance Mar.31, 2007	$	105.8	$	(1.2	)	$	.5		$	—		$	(26.5	)	$	78.6

(1)	There was no income tax effect on foreign currency translation activity affecting accumulated other comprehensive income in the first quarter of 2007.

(2)	Cash flow hedge activity is shown net of income tax expense of $1.1 in the first quarter of 2007.

(3)	There was no defined benefit pension plan activity affecting accumulated other comprehensive income other than the effect of foreign currency exchange rates in the first quarter of 2007.


	Three Months Ended March 31,
	2007			2006
Comprehensive Income (Loss):
Net Earnings	$	75.7		$	62.1
Foreign currency translation adjustments		1.3			2.8
Cash flow hedges		1.8			(2.4	)
Fair value hedges		.2			—
Defined benefit pension plans		(.3	)		—

Total Comprehensive Income	$	78.7		$	62.5

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

7.	EARNINGS PER SHARE

Basic and diluted earnings per share were calculated as follows:


	Three Months Ended March 31,
	2007		2006
Basic
Weighted average shares outstanding, including shares issuable for little or no cash		183.0		187.4

Earnings from continuing operations	$	62.6	$	56.8
Earnings from discontinued operations, net of tax		13.1		5.3

Net Earnings	$	75.7	$	62.1

Earnings per share - basic:
From continuing operations	$	.34	$	.30

From discontinued operations	$	.07	$	.03

Earnings per share - Net	$	.41	$	.33

Diluted
Weighted average shares outstanding, including shares issuable for little or no cash		183.0		187.4
Additional dilutive shares principally from the assumed exercise of outstanding stock options		.7		.8

		183.7		188.2

Earnings from continuing operations	$	62.6	$	56.8
Earnings from discontinued operations, net of tax		13.1		5.3

Net earnings	$	75.7	$	62.1

Earnings per share - diluted:
From continuing operations	$	.34	$	.30

From discontinued operations	$	.07	$	.03

Earnings per share - Net	$	.41	$	.33

Of the total 14.2 million shares issuable under employee and non-employee stock options as of March 31, 2007, 4.2 million were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive. As of March 31, 2006, 3.2 million of the 13.5 million option shares then issuable were similarly excluded.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

8.	CONTINGENCIES

The Company is involved in various legal proceedings including matters which involve claims against the Company under employment, intellectual property, environmental and other laws. When it appears probable in management’s judgment that the Company will incur monetary damages or other costs in connection with claims and proceedings, and the costs can be reasonably estimated, appropriate liabilities are recorded in the financial statements and charges are made against earnings. No claim or proceeding has resulted in a material charge against earnings, nor are the total liabilities recorded material to the Company’s financial position for any of the periods presented. While the results of any ultimate resolution cannot be predicted with certainty, management believes the possibility of a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows from claims and proceedings is remote.

9.	SEGMENT INFORMATION

Reportable segments are primarily based upon the Company’s management organizational structure. This structure is generally focused on broad end-user markets for the Company’s diversified products. Residential Furnishings derives its revenues from components for bedding, furniture and other furnishings, as well as related consumer products. Commercial Fixturing & Components derives its revenues from retail store fixtures, displays, storage and material handling systems, components for office and institutional furnishings, and plastic components. The Aluminum Products revenues are derived from die castings, custom tooling and secondary machining and coating. Industrial Materials derives its revenues from drawn steel wire, steel rod, specialty wire products and welded steel tubing sold to trade customers as well as other Leggett segments. Specialized Products derives its revenues from the automotive components industry, specialized machinery and equipment, and van interiors and truck bodies.

As discussed in Note 5, the Company sold its Prime Foam business unit in March 2007. The divested unit primarily produced foam used for cushioning by upholstered furniture and bedding manufacturers in the Residential Furnishing Segment.

A summary of segment results from continuing operations for the quarters ended March 31, 2007 and 2006 are shown in the following tables:


	External Sales		Inter- Segment Sales		Total Sales		EBIT
Quarter ended March 31, 2007:
Residential Furnishings	$	633.0	$	3.9	$	636.9	$	59.8
Commercial Fixturing & Components		230.0		4.5		234.5		9.5
Aluminum Products		128.5		3.5		132.0		5.3
Industrial Materials		116.8		65.4		182.2		14.6
Specialized Products		186.0		10.8		196.8		11.9
Intersegment eliminations		—		—		—		(.7	)
Change in LIFO reserve		—		—		—		.8

	$	1,294.3	$	88.1	$	1,382.4	$	101.2

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

9.	SEGMENT INFORMATION (continued)


	External Sales		Inter- Segment Sales		Total Sales		EBIT
Quarter ended March 31, 2006:
Residential Furnishings	$	639.4	$	6.2	$	645.6	$	49.1
Commercial Fixturing & Components		246.6		3.6		250.2		10.7
Aluminum Products		144.3		3.4		147.7		13.6
Industrial Materials		124.3		72.3		196.6		17.2
Specialized Products		169.2		12.4		181.6		5.8
Intersegment eliminations		—		—		—		(1.1	)
Change in LIFO reserve		—		—		—		—

	$	1,323.8	$	97.9	$	1,421.7	$	95.3

Average asset information for the Company’s segments at March 31, 2007 and December 31, 2006 is shown in the following table:


	March 31, 2007		December 31, 2006
Assets
Residential Furnishings	$	1,634.5	$	1,605.9
Commercial Fixturing & Components		855.2		870.3
Aluminum Products		439.8		426.2
Industrial Materials		319.1		308.3
Specialized Products		742.6		721.8
Unallocated assets		388.5		275.4
Adjustment to period-end vs. average assets		54.5		57.4

	$	4,434.2	$	4,265.3

10.	STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment,” which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Beginning January 1, 2007, the Company amended its standard stock option terms to increase the post-employment vesting and exercise period for employees who terminate due to retirement. A “retirement” termination occurs if the employee is either age 65 or age 55 with 20 years of Company service at termination. For retirement terminations, options continue to vest and remain exercisable for 3 years and 6 months after termination of employment. Therefore, the expense for these “retirement eligible” options is recognized as soon as the employee is eligible.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

10.	STOCK-BASED COMPENSATION (continued)

During the first quarter of 2007, 1.5 million shares were granted and the Company recorded stock compensation expense of $3.4 million related to current year grants and vesting of shares previously granted to employees.

11.	EMPLOYEE BENEFIT PLANS

The following table provides interim information at March 31, 2007 and 2006 as to the Company’s sponsored domestic and foreign defined benefit pension plans. Expected 2007 employer contributions are not significantly different than the $2.1 previously reported at year-end 2006.


	Three Months Ended March 31,
	2007			2006
Components of Net Pension Expense
Service cost	$	1.1		$	1.8
Interest cost		3.2			3.0
Expected return on plan assets		(4.2	)		(4.0	)
Recognized net actuarial loss		.4			.7

Net pension expense	$	.5		$	1.5

12.	RESTRUCTURING AND OTHER SPECIAL CHARGES

The Company has historically implemented various cost reduction initiatives to improve its operating cost structures. These cost initiatives have, among other actions, included workforce reductions and the closure or consolidation of certain operations. Except for the 2005 “Closure and Consolidation Initiative” described below, none of these initiatives has individually resulted in a material charge to earnings for any of the periods presented.

The details regarding all of the Company’s restructuring activities are provided below.

Restructuring and other special charges for the quarters ended March 31, 2007 and March 31, 2006 were comprised of:


	March 31, 2007			March 31, 2006
Severance and other restructuring costs	$	.8		$	8.7
Asset impairment charges		.1			2.0
Inventory obsolescence and other		—			.6
(Gain) from sales of assets		(.2	)		(.9	)

Total restructuring and other special charges	$	.7		$	10.4

2005 Closure and Consolidation Initiative

In September 2005, the Company launched a significant broad-based restructuring initiative to reduce excess capacity and improve performance in a number of its businesses. As a result, management identified 36 operations to be closed, consolidated or sold which constitute the “2005 Closure and Consolidation Initiative.” At December 31,

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

12.	RESTRUCTURING AND OTHER SPECIAL CHARGES (continued)

2006, the 2005 Closure and Consolidation Initiative activities were essentially completed, except for some remaining asset sales.

The following table contains the total amount incurred to date by each major type of cost associated with the 2005 Closure and Consolidation Initiative. Amounts incurred in 2007 on this initiative were immaterial. The Company originally expected to incur approximately $58 million (excluding gains from sales of assets) in connection with the 2005 Closure and Consolidation Initiative.


	Total Amount Incurred to Date
Type of charge:
Employee termination costs	$	12.4
Contract termination costs		1.2
Other exit costs, primarily plant closure and asset relocation		7.2

Total restructuring costs (1)		20.8
Asset impairment charges (2)		19.9
Inventory obsolescence and other (3)		11.8
(Gain) from sales of assets		(7.6	)

Total costs	$	44.9

(1)	Restructuring costs associated with the 2005 Closure and Consolidation Initiative are reported on the Consolidated Condensed Statement of Earnings in “Other expense, net.”

(2)

Of the 36 facilities, 26 had asset impairment charges relating primarily to the write down of property, plant and equipment at the impacted facilities. These facilities by group include 7 in Fixture & Display; 5 in Bedding; 4 in Fabric, Foam & Fiber; 4 in Wire; 3 in Home Furniture & Consumer Products; 2 in Automotive and 1 in Machinery. Current fair market values were estimated based primarily on prices for similar assets. Asset impairment charges for the 2005 Closure and Consolidation Initiative are reported in “Other expense, net.”

(3)	Inventory obsolescence and other charges for the 2005 Closure and Consolidation Initiative are reported in “Cost of Goods Sold.”

Other than the inventory obsolescence and asset impairment charges, the costs associated with the 2005 Closure and Consolidation Initiative primarily represent cash charges.

The total amounts of costs incurred to date in connection with the 2005 Closure and Consolidation Initiative by segment are: Residential Furnishings, $18.4 million; Commercial Fixturing & Components, $15.0 million; Industrial Materials, $3.7 million; and Specialized Products, $7.8 million.

LEGGETT & PLATT, INCORPORATED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

12.	RESTRUCTURING AND OTHER SPECIAL CHARGES (continued)

At March 31, 2007, the accrued liability associated with the 2005 Closure and Consolidation Initiative consisted of the following:


	Balance at December 31, 2006		Additional Charges		Payments			Balance at March 31, 2007
Termination benefits	$	1.1	$	—	$	(.4	)	$	.7
Contract termination costs		.1		.1		(.1	)		.1
Other restructuring costs		.5		.3		(.5	)		.3

	$	1.7	$	.4	$	(1.0	)	$	1.1

All remaining payments relating to the 2005 Closure and Consolidation Initiative are expected to be made in 2007.

Other Initiatives

Apart from the 2005 Closure and Consolidation Initiative, the Company has implemented various cost reduction initiatives during the periods presented to improve its operating cost structures. None of these actions has individually resulted in a material charge to earnings. In the first quarter of 2006, the Company incurred $5.4 of costs for these various initiatives (severance and other restructuring costs, $4.8 million; write-downs of property, plant & equipment, $0.2 million; and inventory obsolescence and other, $0.4 million). In the first quarter of 2007, the Company incurred an additional $.4, primarily composed of employee termination costs, to complete these initiatives. Adjustments of previously established liabilities relating to these activities have been negligible.

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

INTRODUCTION

What We Do

Leggett & Platt is a FORTUNE 500 diversified manufacturer that conceives, designs, and produces a wide range of engineered components and products found in many homes, retail stores, offices, and automobiles. We make components that are often hidden within, but integral to, our customers’ products.

We are North America’s leading independent manufacturer of: components for residential furniture and bedding, adjustable beds, carpet underlay, retail store fixtures and point-of-purchase displays, components for office furniture, non-automotive aluminum die castings, drawn steel wire, automotive seat support and lumbar systems, and machinery used by the bedding industry for wire forming, sewing, and quilting.

Our Segments

Our 124-year-old company is composed of 28 business units under five reportable segments, with approximately 33,000 employee-partners, and more than 300 facilities located in over 20 countries around the world. Our five segments are Residential Furnishings, Commercial Fixturing & Components, Aluminum Products, Industrial Materials, and Specialized Products.

Residential Furnishings: This segment supplies a variety of components mainly used by bedding and upholstered furniture manufacturers in the assembly of their finished products. We also sell adjustable beds, bed frames, ornamental beds, carpet cushion, geo components (includes synthetic fabrics and various other products used in ground stabilization, drainage protection, and erosion and weed control, as well as silt fencing, chemicals, seed, and fertilizer), and other finished products. This segment has generated between 46% to 47% of the Company’s total sales during the past two years.

Commercial Fixturing & Components: Operations in this segment, which has contributed approximately 17% to 20% of total sales in the past two years, produce: a) store fixtures, point-of-purchase displays, and storage products used by retailers; b) chair controls, bases, and other components for office furniture manufacturers; and c) injection molded plastic components used in a variety of end products.

Aluminum Products: This segment has represented about 9% to 10% of total sales in the past two years, and provides die cast aluminum components for customers that manufacture many products including motorcycles, diesel and small engines, outdoor lighting fixtures, appliances, power tools, and consumer electronics.

Industrial Materials: These operations primarily supply steel rod, drawn steel wire, and welded steel tubing to other Leggett operations and to external customers. Our wire and tubing is used to make bedding, furniture, automotive seats, retail store fixtures and displays, mechanical springs, and many other end products. This segment has generated approximately 13% to 15% of our total sales in the last two years.

Specialized Products: From this segment we supply lumbar systems and wire components used by automotive seating manufacturers. We design, produce, and sell van interiors (the racks, shelving and cabinets installed in service vans) and truck bodies (for cargo vans, flatbed trucks, service trucks, and dump trucks) used in light-to-medium duty commercial trucks. We also design and produce machinery, both for our own use and for others, including bedding manufacturers. This segment has contributed about 10% to 13% of total sales during the past two years.

Customers

We serve a broad suite of customers, with no single one representing even 5% of our sales. Many are companies whose names are widely recognized; they include most manufacturers of furniture and bedding, a variety of other manufacturers, and many major retailers.

We primarily sell our products through our own sales employees, although we also use independent sales representatives and distributors in some of our businesses.

Major Factors That Impact Our Business

Many factors impact our business, but those that generally have the greatest impact are: market demand for our products, raw material cost trends, energy costs, and competition.

Market Demand

Market demand (including product mix) is impacted by several economic factors, with consumer confidence being most significant. Other important factors include disposable income levels, employment levels, housing turnover, and interest rates. All these factors influence consumer spending on durable goods, and therefore affect demand for our components and products. Some of these factors also influence business spending on facilities and equipment, which impacts approximately one-quarter of our sales.

Despite generally favorable economic conditions in recent years, demand in some of our markets has been weak. In the first quarter of 2007, continued soft demand in the U.S. home-related, aluminum and retail markets that we serve, including U.S. Spring and furniture components, Store Fixtures, Aluminum and North American Automotive led to lower volume in certain of our businesses. However, we saw strength in certain international markets, as well as machinery, and portions of Commercial Vehicle Products.

Raw Material Costs

In many of our businesses, we enjoy a cost advantage from buying large quantities of raw materials. This purchasing leverage is a benefit that many of our competitors do not enjoy. Still, our costs can vary significantly as market prices for raw materials (many of which are commodities) fluctuate.

Purchasing arrangements vary considerably across the company. We typically have short-term commitments from our suppliers; accordingly our raw material costs generally move with the market. In certain of our businesses, we have longer-term purchase contracts with pricing terms that provide stability under reasonable market conditions. However, when commodities experience extreme inflation, vendors do not always honor those contracts.

Our ability to recover higher costs (through selling price increases) is crucial. We have few long-term, fixed-pricing contracts with customers. When we experience significant increases in raw material costs, we typically implement price increases to recover the higher costs. Although we are generally able to pass through most cost increases, we encounter greater difficulty (i) in businesses where we have a smaller market share, and (ii) in products that are of a commodity nature. Inability to recover cost increases (or a delay in the recovery time) can impact our earnings.

Steel is our most significant raw material. Unusual market conditions in 2004 and early 2005 resulted in unsustainably high profit margins on our steel rod production. In 2006, the market began returning to more normal levels. In early March 2007, the cost of steel scrap increased significantly, leading to higher rod costs. We have recently implemented price increases to pass through some of these costs.

In 2005, we experienced significant inflation in chemicals, fibers, and resins (generally driven by changes in oil prices). These costs remained relatively stable (at high levels) in 2006 and through the first quarter of 2007, and the majority of the cost increases are reflected in our selling prices.

In addition to steel and oil-based materials, we also use significant amounts of aluminum, but we are generally less exposed to cost changes in this commodity because of the pricing arrangements we have with our customers.

When we raise our prices to recover higher raw material costs, this sometimes causes customers to modify their product designs and replace higher cost components with lower cost components. We experienced this de-contenting effect during 2005 and 2006, as our customers changed the quantity and mix of components in their finished goods to address significant steel and chemical inflation from recent years. Our profit margins were negatively impacted as a result of this de-contenting.

Energy Costs

Higher prices for natural gas, electricity, and fuel increase our production and delivery costs. Many of our large manufacturing operations are heavy users of natural gas and electricity. Our ability to respond to these cost increases by raising selling prices affects our operating results.

We continuously monitor natural gas price trends and have locked in prices on a portion of our natural gas requirements for the next two years. The details of those arrangements are discussed under ‘Derivative Financial Instruments’ (on page 24).

Higher energy prices can also impact consumer demand in certain markets. As consumers pay more for fuel and utilities, they have less disposable income available to purchase products that contain our components. We believe consumers purchased fewer mattresses during 2006 in part due to the impact higher energy prices had on disposable income.

Competition

Many of our markets are highly competitive with the number of competitors varying by product line. In general, our competitors tend to be smaller, private companies.

We believe we gain competitive advantage in our global markets through low cost operations, significant internal production of key raw materials, superior manufacturing expertise and product innovation, higher quality products, extensive customer service capabilities, and greater financial strength. Many of our competitors, both domestic and foreign, compete primarily on the basis of price. Our success has stemmed from the ability to remain price competitive, while delivering product quality, innovation, and customer service.

We face increasing pressure from foreign competitors as some of our customers source a portion of their components and finished products from Asia. When prices for key materials (such as steel, aluminum, and chemicals) are comparable throughout the world, it is generally cheaper to produce our components in the U.S. because of our products’ low labor content. However, in instances where our customers move production of their finished products overseas, our operations must be located nearby to supply them efficiently. At March 31, 2007, Leggett operated 11 facilities in China.

In recent years, we have experienced increased price competition in the U.S. from Chinese bedding component manufacturers. This has primarily occurred with lower-end commodity products in geographic markets easily served by major ocean ports. We reacted to this competition in 2006 by selectively adjusting prices, and also by developing new proprietary products that help reduce our customers’ total costs.

The increased price competition for bedding components is partially due to lower wire costs. Asian manufacturers currently benefit from lower costs for commodities such as steel and chemicals. We believe these commodities are subsidized at times by Asian governments. When there is a cost imbalance in global commodities, this can impact pricing and demand for our products. Asian manufacturers also benefit from lenient attitudes toward safety and environmental matters, as well as currency rates that are pegged to the U.S. dollar rather than free floating. However, when exporting to the U.S., they must overcome higher transportation costs, increased working capital needs, and difficulty matching U.S. manufacturers’ levels of service, flexibility, and logistics.

Restructuring and Asset Impairments

In the first quarter of 2007 restructuring-related and asset impairment charges decreased significantly compared to last year, due to the completion in 2006 of the Company’s 2005 Closure and Consolidation Initiative. See Note 12 of Notes to Consolidated Condensed Financial Statements.

Fixture & Display Performance

Sales in our Fixture & Display business declined in the first quarter of 2007 on lower unit volumes. Margin improvement remains our top focus in this segment, and we expect progress in 2007. Although incremental volume is needed in order to reach the segment’s margin target, several other factors should also contribute and are within the Company’s control. We should continue to benefit from past restructuring activity. The

equipment and technology upgrade at one of the wood facilities in the Fixture & Display group is now complete and should contribute through labor savings and efficiency improvements. Purchasing, pricing and continuous improvement initiatives should also enhance margins. In addition, we are addressing a few remaining performance issues.

Acquisitions and Divestiture

We completed two acquisitions in the first quarter of 2007 that should add about $80 million in annual sales. The first, in the Specialized Products segment, is a designer and assembler of docking stations that secure computer and other electrical equipment inside vehicles; this acquisition broadens the Company’s suite of products for commercial vehicle interiors. The second, a move downstream in the Industrial Materials segment, manufactures coated wire products, including racks for dishwashers, and presents the Company with significant cross-segment selling opportunity and expanded technologies.

The Company divested its Prime Foam operations, which primarily produced commodity foam used for cushioning by upholstered furniture and bedding manufacturers. The Company is retaining its foam operations that manufacture carpet underlay. This sale marks the largest divestiture in the Company’s history, generating a pre-tax gain of approximately $24 million. For the full years 2005 and 2006, the Prime Foam operations contributed, respectively, $143 million and $192 million of revenue and $.03 and $.07 of per share earnings.

RESULTS OF OPERATIONS

Discussion of Consolidated Results

First quarter sales of $1.29 billion (from continuing operations) were 2.2% lower than in the first quarter of 2006. Same location sales (sales for locations owned and operated in both the current and prior year periods) decreased about 3.7%, but were partially offset by a 1.5% increase in revenue due to acquisitions (net of dispositions).

Earnings for the quarter were $.41 per diluted share, including a seven cent benefit from discontinued Prime Foam operations (both gain on sale and operating results). Per share earnings for the first quarter of 2006 were $.33, and included four cents per share of restructuring-related expenses, and three cents of income from discontinued Prime Foam operations.

LIFO/FIFO and the effect of Changing Prices

All of our segments use the first-in, first-out (FIFO) method for valuing inventory. In our consolidated financials, we use the last-in, first-out (LIFO) method for determining cost of about half of our inventories. An adjustment is made at the corporate level (i.e. outside the segments) to convert the appropriate operations to the LIFO inventory method. As of March 31, 2007, the Company is projecting LIFO income of $3.0 million for the full year of 2007. Therefore, there was a $0.8 million LIFO income adjustment made in the first quarter of 2007.

See Note 3 of the Company’s Notes to Consolidated Condensed Financial Statements for further discussion of inventories.

Interest and Taxes

Due largely to increased levels of commercial paper borrowing, which totaled $237.0 million at March 31, 2007, first quarter 2007 interest expense increased $1.4 million compared to the first quarter of 2006. Based on current borrowing levels, interest expense in 2007 is expected to be approximately the same as 2006 results. Due to lower levels of invested cash, interest income in 2007 is expected to be down approximately $2 million from 2006 amounts.

The reported first quarter consolidated worldwide effective tax rate on continuing operations is 29.7%. This is 1.0% less than 2006’s annual rate of 30.7%, and is 2.8% less than the 32.5% rate for the same quarter last year. This decrease (versus first quarter of 2006) is primarily due to a non-recurring benefit recognized in the first quarter of 2007 from a reduction of the state tax rate used in determining our net deferred tax liability. This reduction resulted from recent tax law changes and the impact of our

recent acquisitions and restructuring activity. The effective rate for the remainder of 2007 may be different from the first quarter tax rate depending on such factors as overall profitability of the Company, the mix of earnings among taxing jurisdictions, the type of income earned and the effect of tax law changes.

Discussion of Segment Results

A description of the products included in each segment, along with segment financial data, appear in Note 9 of the Notes to Consolidated Condensed Financial Statements.

A summary of the segment results from continuing operations discussed below for the quarters ended March 31, 2007 and March 31, 2006 are shown in the following tables.


	1st Qtr. 2007 Sales		1st Qtr. 2006 Sales		Change in Sales					% Change in Same Location Sales
	1st Qtr. 2007 Sales		1st Qtr. 2006 Sales		$			%		% Change in Same Location Sales
Residential Furnishings	$	636.9	$	645.6	$	(8.7	)	(1.3	)	(4.7	)
Commercial Fixturing & Components		234.5		250.2		(15.7	)	(6.3	)	(6.3	)
Aluminum Products		132.0		147.7		(15.7	)	(10.6	)	(10.6	)
Industrial Materials		182.2		196.6		(14.4	)	(7.3	)	(5.2	)
Specialized Products		196.8		181.6		15.2		8.4		7.6

Total	$	1,382.4	$	1,421.7	$	(39.3	)	(2.8	)	(3.7	)


	1st Qtr. 2007 EBIT			1st Qtr. 2006 EBIT			Change in EBIT					EBIT Margins*
	1st Qtr. 2007 EBIT			1st Qtr. 2006 EBIT			$			%		1st Qtr. 2007		1st Qtr. 2006
Residential Furnishings	$	59.8		$	49.1		$	10.7		21.8		9.4	%	7.6	%
Commercial Fixturing & Components		9.5			10.7			(1.2	)	(11.2	)	4.1	%	4.3	%
Aluminum Products		5.3			13.6			(8.3	)	(61.0	)	4.0	%	9.2	%
Industrial Materials		14.6			17.2			(2.6	)	(15.1	)	8.0	%	8.7	%
Specialized Products		11.9			5.8			6.1		105.2		6.0	%	3.2	%
Intersegment eliminations		(.7	)		(1.1	)		.4
Change in LIFO reserve		.8			—			.8

Total	$	101.2		$	95.3		$	5.9		6.2		7.8	%	7.2	%

* – Segment margins calculated on Total Sales. Overall company margin calculated on External Sales.

Residential Furnishings

Total sales from continuing operations for the quarter decreased $8.7 million. Acquisitions (net of restructuring and divestitures) added $21 million to sales, but were more than offset by a 4.7% decline in same location sales, which were down primarily due to soft demand in U.S. residential markets. International demand for both bedding and upholstered furniture components was generally stronger.

EBIT (earnings before interest and income taxes) from continuing operations increased $10.7 million. The increase reflects operational improvements from past restructuring activities, the absence of last year’s restructuring-related costs of $8.7 million, and earnings from acquired companies. These items were partially offset by the impact of reduced same location sales.

Commercial Fixturing & Components

Total sales decreased $15.7 million, or 6.3%. There have been no acquisitions within the last 12 months. Sales declined on lower unit volumes, primarily in the Fixture & Display business. Demand in office furniture components was also somewhat soft in the first quarter.

EBIT decreased $1.2 million, primarily due to lower sales, but operational benefits from past restructuring and absence of last year’s restructuring-related expenses offset some of the sales impact.

Aluminum Products

Total sales for the first quarter declined $15.7 million due to lower demand in several markets including grills, small engines and motorcycles. A major customer experienced a work stoppage during the quarter, and this impacted three of our large operations. These declines were partially offset by inflation in commodity prices. There have been no acquisitions within the last 12 months.

EBIT decreased $8.3 million, primarily from lower volume, underutilized capacity and production inefficiencies at certain facilities. Margins were also negatively impacted by the pass-through of higher raw material costs with no incremental profit.

Industrial Materials

Total sales decreased $14.4 million during the quarter, primarily from continued weakness in the U.S. bedding and automotive markets. Same location sales declined 5.2%; divestitures removed approximately $4 million of sales. There have been no acquisitions within the last 12 months.

EBIT declined $2.6 million largely as a result of reduced sales and higher raw material costs. In early March, the cost of steel scrap increased significantly, leading to higher rod costs. We have recently implemented price increases to pass through some of these higher costs.

Specialized Products

Total sales for the quarter increased $15.2 million, almost entirely due to same location sales growth. This increase reflected strong demand in a portion of our Commercial Vehicle Products business, growth in Asia automotive, and continued solid performance of our international machinery operations.

EBIT improved $6.1 million due primarily to increased sales, absence of last year’s restructuring-related costs, and income from acquired companies.

LIQUIDITY AND CAPITALIZATION

In this section, we provide details about our

•

Uses of cash

•

Cash from operations

•

Debt position and total capitalization

Our priorities for use of cash, in order of importance, are:

•

Finance internal growth and acquisitions

•

Pay dividends and extend our record of annual increases

•

Repurchase our stock

Our operations provide much of the cash required to fund these priorities. Over the past two years, we also increased net debt and used excess cash to fund a portion of these items, including higher levels of acquisitions and share repurchases. Net debt to

net capital decreased slightly from 28.0% at year-end 2006 to 27.2% as of March 31, 2007. Our long-term goal is to have net debt as a percent of net capital in the 30%-40% range while maintaining our longstanding “single A” debt rating.

During the first quarter of 2007, we divested our Prime Foam operations resulting in cash proceeds of $88.0 million and a net after-tax gain of $12.1 million. The divestiture of these operations is not expected to result in a significant change in cash from operations, working capital requirements, capital expenditures or liquidity demands.

Uses of Cash

Finance Growth

We use cash to fund growth, both internally through capital expenditures and externally through acquisitions.

Capital expenditures are investments we make to modernize, maintain, and expand manufacturing capacity. We expect 2007 capital spending to be about $180 million, up slightly from 2006.

Acquisitions add to our business by expanding our markets, product lines, or manufacturing capabilities. Our level of spending increased in the first quarter of 2007 compared to the same period of 2006. See the section entitled “Acquisitions and Divestiture” above for additional details.

Pay Dividends

Our first quarter 2007 dividend was 6.3% higher than in 2006 and, annualized, extends Leggett’s string of consecutive annual dividend increases to 36 years. Over the last three years, dividends have grown at a 7% compound annual rate. Our long-term target for dividend payout is approximately one-third of the prior three years’ average earnings. Our actual dividend payout has been above those levels in recent years, but as earnings grow, we expect to move back toward that target.

Repurchase Stock

In 2006 we purchased 6.2 million shares of our stock at an average cost of about $24 per share. Shares outstanding declined in 2006 by 4.6 million shares, or 2.5%, to 178.0 million shares at year end 2006. In the first quarter of 2007, we purchased an additional 1.7 million shares. The cash available to repurchase shares will fluctuate each year with earnings, capital spending, and the pace of acquisitions. At a minimum, we typically repurchase shares to replace those issued for employee stock plans (approximately two million shares each year). Although no specific repurchase schedule has been established, we have been authorized by the Board of Directors to repurchase up to 10 million shares in 2007.

Cash from Operations

Cash from operations is our primary source of funds. Changes in earnings and working capital levels are the two broad factors that generally have the greatest impact on our cash from operations. In the first quarter of 2007, cash from operations was approximately the same as the first quarter of 2006.

We ended the first quarter of 2007 with working capital at 20.4% of annualized sales, a notable improvement from year-end 2006 levels which were 21.4%. Our target for working capital is approximately 19% of annualized sales, but this amount will vary from quarter to quarter with the seasonality of our business. Working capital management remains a priority, and we expect to improve on current levels (as a percent of sales) over the remainder of 2007.

Working capital levels vary by segment, with the requirements of Aluminum Products and Commercial Fixturing & Components generally higher than overall company averages. Accounts receivable balances in these segments are typically higher due to the longer credit terms required to service certain customers of the Aluminum Die Casting and Fixture & Display businesses. These same businesses also require higher inventory investments due to the custom nature of their products, longer manufacturing lead times (in certain cases), and the needs of many customers to receive large volumes of product within short periods of time.

Capitalization

The following table recaps Leggett’s total capitalization and unused committed credit at March 31, 2007 and December 31, 2006.


(Dollar amounts in millions)	March 31, 2007			December 31, 2006
Long-term debt outstanding:
Scheduled maturities	$	902.1		$	905.6
Average interest rates*		5.0	%		5.0	%
Average maturities in years*		7.2			7.4
Revolving credit/commercial paper		237.0			154.4

Total long-term debt		1,139.1			1,060.0
Deferred income taxes and other liabilities		175.5			163.0
Shareholders’ equity		2,380.7			2,351.1

Total capitalization	$	3,695.3		$	3,574.1

Unused committed credit:
Long-term	$	163.0		$	245.6

Short-term		—			—

Total unused committed credit**	$	163.0		$	245.6

Current maturities of long-term debt	$	49.2		$	52.0

Cash and cash equivalents	$	234.6		$	131.9

Ratio of earnings to fixed charges***		5.1x			6.2x

*	These calculations include current maturities but exclude commercial paper.

**	Effective May 1, 2007 the Company increased its revolving credit and commercial paper programs to $600 million from $400 million.

***	Fixed charges include interest expense, capitalized interest, plus implied interest included in operating leases.

The next table shows the percent of long-term debt to total capitalization at March 31, 2007 and December 31, 2006. We show this calculation in two ways:

•

Long-term debt to total capitalization as reported in the previous table.

•

Long-term debt to total capitalization each reduced by total cash and increased by current maturities of long-term debt.

We believe that adjusting this measure for cash and current maturities allows more meaningful comparison to recent periods during which cash has ranged from $65 million to $491 million. We use these adjusted measures to monitor our financial leverage.


(Amounts in millions)	March 31, 2007			December 31, 2006
Debt to total capitalization:
Long-term debt	$	1,139.1		$	1,060.0
Current debt maturities		49.2			52.0
Cash and cash equivalents		(234.6	)		(131.9	)

Net debt	$	953.7		$	980.1

Total Capitalization	$	3,695.3		$	3,574.1
Current debt maturities		49.2			52.0
Cash and cash equivalents		(234.6	)		(131.9	)

Net capitalization	$	3,509.9		$	3,494.2

Long-term debt to total capitalization		30.8	%		29.7	%

Net debt to net capitalization		27.2	%		28.0	%

Total debt (which includes long-term debt and current debt maturities) increased $76.3 million from year-end 2006 levels. During the quarter, we added $82.6 million of commercial paper borrowings.

Since 2003, we’ve issued $730 million of fixed rate debt with an average remaining life at March 31, 2007 of 8.2 years, and a weighted average coupon rate of 4.7%. To further facilitate the issuance of debt and other securities, $300 million remains available under a shelf registration.

In addition to issuing long-term notes, we can also raise cash by issuing up to $600 million in commercial paper through a program that is backed by a $600 million, five year revolving credit commitment. We expect any commercial paper issued under this agreement to be classified as long-term debt since we intend to maintain or increase the balance until it is replaced with long-term notes. At March 31, 2007, $237.0 million of commercial paper was outstanding under this program.

With both the shelf registration and the commercial paper program in place, we believe we have sufficient funds available to support our ongoing operations and take advantage of growth opportunities.

Most of our debt has fixed repayment dates. At March 31, 2007, this debt consisted primarily of term notes. We have maintained a single A rating (from both Moody’s and Standard & Poor’s) on our term notes and public debt for over a decade. Our commercial paper program carries a Moody’s rating of P-1 and a Standard & Poor’s rating of A-1.

ADOPTION OF FIN 48

The Company is not aware of any changes that would materially increase or decrease the total amount of unrecognized tax benefits within the next 12 months.

NEW ACCOUNTING STANDARDS

measure fair value, and the effect fair-value measurements have on earnings. The primary areas in which the Company utilizes fair value measures are valuing pension plan assets and liabilities, valuing hedge-related derivative financial instruments, allocating purchase price to the assets and liabilities of acquired companies, and evaluating long-term assets for potential impairment. SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for the Company beginning January 1, 2008. The adoption of SFAS 157 is not expected to have a material impact on the Company’s financial statements.

DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Strategy & Objectives

The Company is subject to market and financial risks related to interest rates, foreign currency, and commodities. In the normal course of business, the Company utilizes derivative instruments (individually or in combinations) to reduce or eliminate these risks. The Company seeks to use derivative contracts that qualify for hedge accounting treatment; however, some instruments may not qualify for hedge accounting treatment. It is the Company’s policy not to speculate in derivative instruments.

Cash Flow Hedges

At March 31, 2007 and 2006, the Company had outstanding derivative financial instruments that hedge forecasted transactions and anticipated cash flows. The changes in fair value of unexpired contracts are recorded in other comprehensive income and reclassified to income or expense in the period in which earnings are impacted.

Commodity Cash Flow Hedges

The commodity cash flow hedges exclusively manage natural gas commodity price risk. Of the $14.0 million in outstanding commodity hedges at March 31, 2007, $12.2 million have maturities less than 1 year. None of these hedges had maturities beyond 20 months; however the Company routinely hedges commodity price risk up to 36 months. The Company recognized income on these commodity hedges of $.4 million and $1.1 million for the quarters ended March 31, 2007 and 2006, respectively.

Foreign Currency Cash Flow Hedges

The foreign currency hedges manage risk associated with exchange rate volatility of various currencies. Of the $65.9 million in foreign currency cash flow hedges at March 31, 2007, 57% hedged Canadian dollar exposures, 32% hedged Mexican peso exposures, and 11% hedged other currencies including the British pound, Euro, and Australian dollar. In general, foreign currency cash flow hedges have maturities within 2 years. The Company recognized income on these hedges of $.2 million and $.4 million for the quarters ended March 31, 2007 and 2006, respectively.

Fair Value Hedges

The Company’s fair value hedges are not material and are outstanding to manage foreign currency risk associated with intercompany debt of a Brazilian subsidiary and trade receivables of a Canadian subsidiary. Hedges designated as fair value hedges recognize gain or loss currently in earnings.

Net Investment Hedges

At March 31, 2007 and December 31, 2006, the Company had $30.0 on a notional basis designated as hedging the net investment in a foreign operation. This hedge manages risk associated with net investments in a Swiss subsidiary. Changes in the value of the hedge offset the changes in the value of the net investment on a consolidated basis. As of March 31, 2007, the net investment hedge had a maturity within 24 months. In general net investment hedges may have maturities up to 5 to 8 years.

Hedge Effectiveness

All hedges are deemed to be highly effective and as a result, we have not recorded any material amounts for ineffectiveness.

All derivative transactions disclosed in the table below qualified for hedge accounting treatment and were designated as hedging instruments in the quarter ended March 31, 2007. The Company expanded its use of derivative instruments during 2006 and anticipates that the trend will continue. The table below details the derivative contracts outstanding at March 31, 2007 and December 31, 2006 respectively. Fair values of the derivatives do not consider the offsetting underlying hedged item.


	March 31, 2007					December 31, 2006
	Total USD Equivalent Notional Amount		Fair Value at 3/31/07			Total USD Equivalent Notional Amount		Fair Value at 12/31/06
Commodity cash flow hedges	$	14.0	$	.6		$	21.8	$	(2.4	)
Foreign currency cash flow hedges		65.9		.3			53.8		.6

Total cash flow hedges		79.9		.9			75.6		(1.8	)
Fair value hedges		4.2		—			3.0		(.4	)
Net investment hedges		30.0		(1.9	)		30.0		(1.9	)

Total derivative instruments	$	114.1		(1.0	)	$	108.6		(4.1	)

Deferred income taxes				.3					1.4

Total, net of tax			$	(.7	)			$	(2.7	)

Interest rate

Substantially all of the Company’s debt is denominated in United States dollars. The fair value for fixed rate debt was less than its $846.7 million carrying value by $33.4 million at March 31, 2007, and less than its $846.7 carrying value by $43.5 million at December 31, 2006. The fair value of variable rate debt is not significantly different from its recorded amount. The fair value of fixed rate debt was calculated using the U.S. Treasury Bond rate as of March 31, 2007 and December 31, 2006 for similar remaining maturities, plus an estimated “spread” over such Treasury securities representing the Company’s interest costs.

Investment in Foreign Subsidiaries

The Company views its investment in foreign subsidiaries as a long-term commitment, and does not hedge translation exposures, except for the net investment hedge discussed above. The investment in a foreign subsidiary may take the form of either permanent capital or notes. The Company’s net investment (i.e., total assets less total liabilities subject to translation exposure) in foreign subsidiaries was $886.2 million at March 31, 2007, compared to $877.8 million at December 31, 2006. The increase in net investment was due primarily to increased capital contributions to certain subsidiaries in China during the quarter.

FORWARD-LOOKING STATEMENTS AND RELATED MATTERS

This report and our other public disclosures, whether written or oral, may contain “forward-looking” statements including, but not limited to, projections of revenue, income, earnings, capital expenditures, dividends, capital structure, cash flows or other financial items; possible plans, goals, objectives, prospects, strategies or trends concerning future operations; statements concerning future economic performance; and statements of the underlying assumptions relating to the forward-looking statements. These statements are identified either by the context in which they appear or by use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intends,” “may,” “plans,” “should” or the like. All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by the cautionary statements described in this provision.

Any forward-looking statement reflects only the beliefs of the Company or its management at the time the statement is made. Because all forward-looking statements deal with the future, they are subject to risks, uncertainties and developments which might cause actual events or results to differ materially from those envisioned or reflected in any forward-looking statement. Moreover, we do not have, and do not undertake, any duty to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement was made. For all of these reasons, forward-looking statements should not be relied upon as a prediction of actual future events, objectives, strategies, trends or results.

It is not possible to anticipate and list all risks, uncertainties and developments which may affect the Company’s future operations or performance, or which otherwise may cause actual events or results to differ from forward-looking statements. However, some of these risks and uncertainties include the following:

•

factors that could affect industries or markets in which we participate, such as growth rates and opportunities in those industries, changes in demand for certain products or trends in capital spending

•

changes in competitive, economic, legal, market and political conditions, including the rate of economic growth in the United States and abroad, inflation, currency fluctuation, political risk, U.S. or foreign laws or regulations, consumer sentiment, employment levels, housing turnover, interest rates, taxation and the like

•

price and product competition from foreign (particularly Asian) and domestic competitors

•

factors that could impact raw material and other costs, including the availability and pricing of steel rod and scrap, and other raw materials (including chemicals, fibers and resins), the reduction in the spread between the pricing of steel rod and steel scrap, energy costs (including natural gas, electricity and fuel) and the availability of labor

•

our ability to pass along raw material cost increases to our customers through increased selling prices

•

our ability to maintain profit margins if our customers change the quantity and mix of our components in their finished goods because of increased raw materials costs

•

our ability to improve operations and realize cost savings (including our ability to continue improving the profitability of the Fixture & Display group)

•

a significant decline in the long-term outlook for any given reporting unit that could result in goodwill impairment

•

our ability to achieve long-term targets for sales, earnings and margins for the Company as a whole and for each segment

•

litigation risks, including litigation regarding product liability and warranty, intellectual property and workers’ compensation expense

Furthermore, we have made and expect to continue to make acquisitions. Acquisitions present significant challenges and risks, and depending upon market conditions, pricing and other factors, there can be no assurance that we can successfully negotiate and consummate acquisitions or successfully integrate acquired businesses into the Company.

This MD&A contains a disclosure on page 23 of the security ratings of the Company’s public debt. This discussion is not a recommendation to buy, sell or hold securities. Also, the security ratings are subject to revisions and withdrawal at any time by the rating organizations. Each rating should be evaluated independently of any other rating.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the “Derivative Financial Instruments” section under Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation as of the period ending March 31, 2007 was carried out by the Company’s management, with participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures are effective, as of March 31, 2007, to provide reasonable assurance that information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities & Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The only changes in the Company’s internal control over financial reporting that occurred during the quarter ending March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting are as follows:

The Company began the rollout of a redesigned procurement process incorporating PeopleSoft/Oracle purchasing and payables software and trade import facilitation software from NextLinx in the second quarter of 2005. Spanning the purchasing, receiving and accounts payable processes, this initiative will centralize purchasing information for selected significant operations in the United States and Canada. The primary objectives of this initiative are to enable strategic sourcing with our suppliers and reduce total procurement costs. We believe the effectiveness of the Company’s internal control over financial reporting will be maintained or enhanced by the redesigned system. We believe implementation risk will be controlled through a staged rollout and an on-going process of monitoring and evaluation. The Company expects approximately 95% of the targeted spending dollars will be converted to this process by the end of 2007.

PART II. OTHER INFORMATION

ITEM 1A RISK FACTORS

Our 2006 Annual Report on Form 10-K filed February 27, 2007 includes a detailed discussion of our risk factors in Item 1A “Risk Factors.” The information presented below updates and should be read in conjunction with the risk factors and information disclosed in that Form 10-K.

Investing in our securities involves risk. Set forth below and elsewhere in this report are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking and other statements contained in this report. We may further amend or supplement these risk factors from time to time by other reports we file with the SEC in the future.

Costs of raw materials could adversely affect our operating results.

Raw material cost increases (and our ability to respond to cost increases through selling price increases) can significantly impact our earnings. We typically have short-term commitments from our suppliers; therefore, our raw material costs move with the market.

When we experience significant increases in raw material costs, we often attempt to implement price increases to recover the higher costs. We encounter greater difficulty in implementing these price increases in businesses where we have a smaller market share and in products that are of a commodity nature. Inability to recover cost increases (or a delay in the recovery time) can negatively impact our earnings.

Steel is our most significant raw material. During 2004 the price of certain types of steel nearly doubled. Steel costs were more stable (at higher prices) in 2005 and 2006, although there were some quarter-to-quarter fluctuations in those years. These market conditions in 2004 and 2005 resulted in an unusually high spread between steel scrap costs and steel rod prices. As a result, this spread created unsustainable margins and earnings at our steel rod mill. In 2006, the average rod margins narrowed primarily due to changes in the global steel market. In early March 2007, the cost of steel scrap increased significantly, leading to higher rod costs. If this cost of steel scrap continues to increase, it could negatively impact our results of operation.

Our operations can also be impacted by the cost of other raw materials. Throughout 2005, but particularly in the last half of the year, we experienced higher costs associated with the oil based raw materials, such as chemicals, fibers and resins. In 2006, the cost of these materials remained relatively flat (at high levels). In 2006, the cost of foam scrap increased steadily with the overall cost doubling from the prices at the end of 2005. So far in 2007, costs for these raw materials have remained relatively stable.

In 2005, higher raw material costs led some of our customers to modify their product designs, changing the quantity and mix of our components in their finished goods. This trend continued in 2006 and into the first quarter of 2007. In some cases, higher priced components were replaced with lower cost components. This has primarily impacted our Residential Furnishings product mix and decreased profit margins. This trend could further negatively impact our results of operations.

We have exposure to economic and other factors that may affect market demand for our products.

As a supplier of products to a variety of industries, we are adversely affected by general economic downturns. Our operating performance is heavily influenced by market demand for our components and products. Market demand for the majority of our products is most heavily influenced by consumer confidence. To a lesser extent, market demand is impacted by other broad economic factors, including disposable income levels, employment levels, housing turnover, energy costs and interest rates. All of these factors influence consumer spending on durable goods, and therefore drive demand for our components and

products. Some of these factors also influence business spending on facilities and equipment, which impacts approximately one quarter of our sales. Significant changes in these economic factors may negatively impact the demand for our products and our results of operations.

Demand in the North American bedding and automotive markets was weak for most of 2006, and that trend has continued through the first quarter of 2007. If demand in these markets does not improve, our ability to achieve our long-term targets for sales, margins and earnings for the Company as a whole and for the Residential Furnishing and Specialized Product segments may be negatively impacted.

Asian competition could adversely affect our operating results.

We operate in markets that are highly competitive. Most companies in our lines of business compete primarily on price, but, depending upon the particular product, we experience competition based on quality, performance and availability as well. We face increasing pressure from foreign competitors as some of our customers source a portion of their components and finished product from Asia. If we are unable to purchase key raw materials, such as steel, aluminum and chemicals, at prices competitive with those of foreign suppliers, our ability to maintain market share and profit margins could be harmed.

If our customers move production of their finished products overseas, we believe that our operations must be located nearby to supply them efficiently. At March 31, 2007, we operated 11 facilities in China. If demand in China (and other foreign countries) increases at a more rapid rate than we are able to establish operations, our market share and results of operations could be negatively impacted.

Also, we have experienced increased price competition in the U.S. from Chinese bedding component manufacturers. This has primarily occurred with low-end commodity products in markets easily served by major ocean ports. We reacted to this competition in 2006 by selectively adjusting prices and developing new products that help our customers reduce total costs. If this price competition intensifies we could lose market share and our earnings could be negatively impacted.

We may not be able to continue improving operating performance in our Fixture & Display group.

Our Fixture & Display group continues to operate at levels below our long term expectations. Sales volume in our Fixture & Display business declined in the first quarter of 2007 on lower unit volumes. Margin improvement remains our top focus in this group, and we expect progress in 2007. Although incremental volume is needed in order to reach the group’s margin target, we expect several other factors to contribute and are within the Company’s control. These factors include, but are not limited to, (i) continued benefit from past restructuring activity; (ii) reduced labor costs and efficiency savings due to an equipment and technology upgrade at one of our wood facilities; (iii) purchasing, pricing and continuous improvement initiatives; and (iv) addressing a few remaining performance issues. If these and other factors do not contribute, we may not be able to achieve margin and earnings improvements. Earnings must continue to improve in our Fixture & Display group from current levels or further restructuring may be initiated.

Our assets are subject to potential goodwill impairment.

A significant portion of our assets consists of goodwill and other intangible assets, the carrying value of which may be reduced if we determine that those assets are impaired. As of March 31, 2007, goodwill and other intangible assets represented approximately $1.4 billion, or 32% of our total assets. We test goodwill and other assets for impairment annually and whenever events or circumstances indicate an impairment may exist. We could be required to recognize non-cash reductions in our net income caused by the impairment of goodwill and other intangibles, which could be material.

As disclosed above, our Fixture & Display group has experienced deterioration in profitability compared to historical levels. The Restructuring Plan and other initiatives

have led to improved earnings in the Fixture & Display group, but additional improvement is necessary. About $300 million of goodwill is associated with the Fixture & Display group. If earnings in this group fail to more consistently meet forecasted levels a goodwill impairment charge may be necessary.

We may fail to meet our acquisition growth goals.

One of our growth strategies is to increase our sales and earnings and expand our markets through acquisitions. In the first quarter of 2007, we completed two acquisitions that should add about $80 million in annual sales. Furthermore, we expect to continue to make acquisitions in the future when appropriate opportunities arise. However, we may not be able to identify and successfully negotiate suitable acquisitions that are sufficient to meet our goals. Further, our acquired companies may encounter unforeseen operating difficulties and may require significant financial and managerial resources, which would otherwise be available for the ongoing development or expansion of our existing operations. Our long term targets for sales, margins and earnings may not be reached if we fail to achieve our acquisition growth goals.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Repurchases of Equity Securities

The table below is a listing of our repurchases of the Company’s common stock by calendar month during the first quarter of 2007.


	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program (2)	Maximum Number of Shares that may yet be purchased under the Plans or Programs (2)
January 2007	416,649	$	23.66	353,937	9,646,063
February 2007	1,049,887	$	24.25	1,049,887	8,596,176
March 2007	209,513	$	23.00	205,095	8,391,081

Total	1,676,049	$	23.95	1,608,919

(1)

The shares purchased include 67,130 shares surrendered or withheld to cover the exercise price and/or tax withholding obligations in stock option exercises and other benefit plan transactions, as permitted under the Company’s Flexible Stock Plan. These shares were not repurchased as part of a publicly announced plan or program.

(2)

On August 4, 2004, the Board authorized management to repurchase up to 10 million shares each calendar year beginning January 1, 2005. This authorization was first reported in the quarterly report on Form 10-Q for the period ended June 30, 2004, and shall remain in force until repealed by the Board of Directors.

ITEM 5. OTHER INFORMATION

On April 12, 2007 the Compensation Committee increased the cash compensation of the chief executive officer, chief financial officer and some of the other named executive officers. The Summary Sheet for Executive Cash Compensation is attached and incorporated herein as Exhibit 10.1. The Company believes that the cash increases were not material. Each officer’s target percentage under the Company’s 2004 Key Officers Incentive Plan is also reflected in the Summary Sheet. None of these percentages changed.

ITEM 6. EXHIBITS


Exhibit 10.1	–	Summary Sheet for Executive Cash Compensation

Exhibit 10.2	–	Summary Sheet of Director Compensation

Exhibit 10.3	–	Commercial Paper Dealer Agreement between the Company and Goldman, Sachs & Co. (formerly Goldman Sachs Money Markets, L.P.) dated December 21, 1994

Exhibit 10.4	–	Commercial Paper Dealer Agreement between the Company and J.P. Morgan Securities, Inc. (formerly Chase Securities, Inc.) dated December 21, 1994

Exhibit 10.5	–	Commercial Paper Dealer Agreement between the Company and SunTrust Capital Markets, Inc. dated February 7, 2005

Exhibit 10.6	–	Commercial Paper Dealer Agreement between the Company and Wachovia Capital Markets, LLC dated October 10, 2005

Exhibit 10.7	–	Second Amendment to Credit Agreement, dated May 1, 2007, among the Company, JPMorgan Chase Bank, N.A. as administrative agent, and the participating banking institutions named therein, filed May 4, 2007 as Exhibit 10.3 to the Company’s Form 8-K is incorporated herein by reference.

Exhibit 10.8	–	Commercial Paper Agency Agreement between JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.) and the Company, including the forms of Master Note, dated December 21, 1994, filed March 15, 2007 as Exhibit 10.1 to the Company’s Form 8-K is incorporated herein by reference.

Exhibit 12	–	Computation of Ratio of Earnings to Fixed Charges.

Exhibit 31.1	–	Certification of David S. Haffner, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9, 2007.

Exhibit 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 May 9, 2007.

Exhibit 32.1	–	Certification of David S. Haffner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9, 2007.

Exhibit 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 May 9, 2007.

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 thereunto duly authorized.


	LEGGETT & PLATT, INCORPORATED

DATE: May 9, 2007	By:	/s/ DAVID S. HAFFNER
		David S. Haffner
		President and Chief Executive Officer

DATE: May 9, 2007	By:	/s/ MATTHEW C. FLANIGAN
		Matthew C. Flanigan
		Senior Vice President – Chief Financial Officer

EXHIBIT INDEX


Exhibit

10.1		Summary Sheet for Executive Cash Compensation

10.2		Summary Sheet of Director Compensation

10.3		Commercial Paper Dealer Agreement between the Company and Goldman, Sachs & Co. (formerly Goldman Sachs Money Markets, L.P.) dated December 21, 1994

10.4		Commercial Paper Dealer Agreement between the Company and J.P. Morgan Securities, Inc. (formerly Chase Securities, Inc.) dated December 21, 1994

10.5		Commercial Paper Dealer Agreement between the Company and SunTrust Capital Markets, Inc. dated February 7, 2005

10.6		Commercial Paper Dealer Agreement between the Company and Wachovia Capital Markets, LLC dated October 10, 2005

10.7		Second Amendment to Credit Agreement, dated May 1, 2007, among the Company, JPMorgan Chase Bank, N.A. as administrative agent, and the participating banking institutions named therein, filed May 4, 2007 as Exhibit 10.3 to the Company’s Form 8-K is incorporated herein by reference.

10.8		Commercial Paper Agency Agreement between JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.) and the Company, including the forms of Master Note, dated December 21, 1994, filed March 15, 2007 as Exhibit 10.1 to the Company’s Form 8-K is incorporated herein by reference.

12		Computation of Ratio of Earnings to Fixed Charges.

31.1		Certification of David S. Haffner, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9, 2007.

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 May 9, 2007.

32.1		Certification of David S. Haffner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9, 2007.

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 May 9, 2007.

Summary Sheet for Executive Cash Compensation

EXHIBIT 10.1

SUMMARY SHEET FOR EXECUTIVE CASH COMPENSATION

The following table sets forth the current base salaries provided to the Company’s principal executive officer, principal financial officer and three most highly compensated executive officers.


Executive Officer	Former Salary*		Current Salary
David S. Haffner	$	775,000	$	810,000
Matthew C. Flanigan	$	300,000	$	326,500
Felix E. Wright	$	700,000	$	700,000
Karl G. Glassman	$	620,000	$	648,000
Paul R. Hauser	$	300,000	$	311,300

*	Salaries were adjusted on April 12, 2007.

Executive officers are also eligible to receive a bonus each year under the Company’s 2004 Key Officers Incentive Plan (filed as Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2005). Bonuses are calculated pursuant to the Award Formula filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2006. The target percentages under this plan for the Company’s principal executive officer, principal financial officer and three most highly compensated executive officers are as shown in the following table.


Executive Officer	Target Percentage
David S. Haffner	70	%
Matthew C. Flannigan	40	%
Felix E. Wright	60	%
Karl G. Glassman	60	%
Paul R. Hauser	44	%

Summary Sheet of Director Compensation

Exhibit 10.2

SUMMARY SHEET OF DIRECTOR COMPENSATION

The following summary sets forth current rates of cash and other compensation for directors and advisory directors. Director compensation rates were last adjusted on May 9, 2007.


Compensation Item	Current Compensation
Board Retainer
Employee Directors	$	3,000
Non-employee Directors	$	50,000
Non-employee Advisory Directors	$	21,000
Audit Committee
Chair Annual Retainer	$	12,000
Member Annual Retainer	$	8,000
Compensation Committee
Chair Annual Retainer	$	10,000
Member Annual Retainer	$	6,000
Nominating & Corporate Governance Committee
Chair Annual Retainer	$	5,000
Member Annual Retainer	$	4,000
Presiding Director Annual Retainer	$	12,000
Restricted Stock	$	70,000

Board and committee retainers are subject to reductions for missed meetings, unless the absence was for medical reasons. Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program (filed December 11, 2006 as Exhibit 10.2 to the Company’s Current Report on form 8-K).

Commercial Paper Dealer Agreement

EXHIBIT 10.3

December 21, 1994

Leggett & Platt, Incorporated

No.1 Leggett Road

Carthage, Missouri 64836

Dear Sirs:

This letter will confirm the amended and restated agreement between Leggett & Platt, Incorporated (the “Company”) and Goldman Sachs Money Markets, L.P. and its successors (“GSMM LP”) (the “Agreement”) with respect to the offer and sale by GSMM LP of short-term promissory notes (“Notes”) proposed to be issued from time to time by the Company in transactions not involving a public offering within the meaning of Section 4(2) of the Securities Act of 1933 (the” Act”) and Rule 506 thereunder. The Company understands that this letter does not constitute a commitment or obligation, expressed or implied, on the part of GSMM LP to purchase any Notes from the Company, or to offer or sell any Notes.

1. The Notes will be issuable in denominations of not less than $200,000, will not be exchangeable for smaller denominations and will have maturities not exceeding 270 days from the date of issue. The Notes may be issued in physical bearer form or in book-entry form. Notes in book-entry form will be represented by master notes registered in the name of a nominee of The Depository Trust Company (“DTC”) and recorded in the book-entry system maintained by DTC. References to “Notes” in this agreement shall refer both to physical and book-entry Notes to the extent that the context of this agreement requires. The Notes may be issued either at a discount or as interest bearing obligations with interest payable at maturity in a stated amount. Notes will be issued through The Chase Manhattan Bank, N.A. in accordance with an issuing and paying agency agreement between the Company and such bank (the “Issuing Agreement”), a copy of which has been or will be furnished to GSMM LP. The Company will not amend such Issuing Agreement without first informing GSMM LP and will promptly furnish to GSMM LP a copy of any amendment to such Issuing Agreement.

2. (a) The Company hereby confirms to GSMM LP that within the preceding six months neither the Company nor any person other than GSMM LP or Shearson Lehman Brothers, Inc. (“SLBI”) acting on behalf of the Company has offered or sold any Notes, or any substantially similar security of the Company, to, or solicited offers to buy any thereof from, any person other than GSMM LP or SLBI. The Company also agrees that, as long as the Notes are being offered for sale by GSMM LP as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Company nor any person other than GSMM LP or Chase Securities, Inc. (“CSI”) will offer the Notes or, except as set forth in paragraph 2(b) below, any substantially similar security of the Company for sale to, or solicit offers to buy any thereof from, any person other than GSMM LP or CSI except with the prior written consent of GSMM LP, it being understood that this agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder. Further, both the Company and GSMM LP agree that neither the Company nor any person acting on its behalf, nor GSMM LP, will offer or sell, or solicit offers to buy, the Notes by any form of general solicitation or general advertising, within the meaning of Rule 502(c) under the Act or otherwise. The Company also confirms that it has entered into a dealer agreement with CSI which contains provisions relating to the qualification of prospective investors, maintaining a list thereof and manner of offering the Notes which are substantially identical to the corresponding provisions contained in this agreement. The Company agrees that such provisions in its dealer agreement with CSI shall not be amended in any material respect without GSMM LP’s prior written consent.

(b) The Company is not currently issuing commercial paper which is offered and sold in the commercial paper market in reliance upon, and in compliance with the requirements of, the exemption provided by Section 3(a)(3) of the Act (“3(a)(3) Commercial Paper”). However, the Company agrees that if the Company were to issue such 3(a)(3) Commercial Paper, (i) the proceeds from the sale of the Notes would be deposited and kept in a different account at The Chase Manhattan Bank, N .A. from that which is used for the deposit of the proceeds from the sale of the 3(a)(3) Commercial Paper and (ii) appropriate corporate controls would be instituted and maintained to ensure that the proceeds from the sale of Notes will be used for purposes which do not meet the “current transactions” requirements of Section 3(a)(3) of the Act and the proceeds from the sale of the 3(a)(3) Commercial Paper will be used for purposes which meet such requirements.

3. (a) GSMM LP proposes to maintain a list of prospective purchasers of the Notes to whom GSMM LP may make offers and sales of Notes (the “Investor List”). It is contemplated that GSMM LP will include on such Investor List (i) investors who may purchase Notes for their own accounts and (ii) investors who may purchase Notes as fiduciary or agent for the accounts of others.

(b) An investor will be included on the Investor List only if reasonably believed by GSMM LP to be a (A) sophisticated institutional investor that is an “Accredited Investor” as that term is defined in Rule 501(a) under the Act (“Accredited Investor”), or, if the potential investor is a fiduciary or agent (other than a U.S. bank or savings and loan association) who will be purchasing Notes for one or more accounts, each such account will be an Accredited Investor, that either (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in Notes or (ii) is represented by a fiduciary or agent with sole investment discretion having such knowledge and experience, or (B) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Act.

(c) GSMM LP will offer and sell Notes only to investors which at the time are on the Investor List and are reasonably believed by GSMM LP to meet the requirements set forth above for inclusion thereon.

(d) In the event that GSMM LP purchases Notes as principal and does not resell such Notes on the day of such purchase, GSMM LP will sell such Notes only to persons on the Investor List it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers on the Investor List it reasonably believes are acting for other Qualified Institutional Buyers, in each case pursuant to Rule 144A.

4. (a) GSMM LP will furnish to each purchaser of Notes (or to the fiduciary or agent acting for such purchaser), at or before the time of the sale of Notes to such purchaser, an Information Memorandum in form and substance satisfactory to the Company and GSMM LP. The Information Memorandum at any time may consist of an annual Information Memorandum and one or more supplemental Information Memoranda and will, among other things:

(i)

Include summary financial and other information derived from the Company’s latest Annual Report on Form 10-K and from any subsequent reports by it on Forms 10-Q or 8-K or materials mailed by it to its public stockholders; and incorporate by reference such Form 10-K report and any such subsequent 10-Q or 8-K reports;

(ii)

Include a statement to the effect that copies of reports filed by the Company with the Securities and Exchange Commission or mailed by it to its public stockholders, as well as such additional information, if any, as an investor in Notes may reasonably request, may be obtained through GSMM LP;

(iii)

Set forth on the first page of the annual Information Memorandum, with a reference thereto on the first page of each supplemental Information Memorandum, statements substantially as follows:

PRIVATE PLACEMENT

THE NOTES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND INITIAL SALES OF THE NOTES MAY BE MADE ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) UNDER THE ACT OR QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QIB”). BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER (A) REPRESENTS THAT IT IS (i) AN INSTITUTIONAL ACCREDITED INVESTOR OR A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) THAT IS ACTING ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT THE NOTE IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, OR (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER QIB (AND, IF IT IS A QIB, ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PURSUANT TO RULE 144A) AND (B) AGREES THAT ANY RESALE OF THE NOTE WILL BE MADE ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT AND ONLY TO (i) GOLDMAN SACHS MONEY MARKETS, L.P. (“GSMM LP”) OR CHASE SECURITIES, INC. (“CSI”) OR THROUGH GSMM LP OR CSI TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB, OR (ii) A QIB IN A TRANSACTION MADE UNDER RULE 144A.

to (i) GSMM LP or CSI or through GSMM LP or CSI to an institutional investor approved by GSMM LP or CSI as an institutional Accredited Investor or a Qualified Institutional Buyer or (ii) a Qualified Institutional Buyer in a transaction made pursuant to Rule 144A under the Act; (4) the purchaser understands that, although GSMM LP and CSI may repurchase Notes, GSMM LP and CSI are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Note until maturity; (5) the purchaser acknowledges that the Notes sold to the purchaser by GSMM LP or CSI may be sold to it pursuant to Rule 144A; and (6) the purchaser understands that such Note will bear a legend substantially as set forth in capital letters above.

(b) The Company agrees to furnish promptly to GSMM LP three copies of all reports filed with the Securities and Exchange Commission, all documents filed with any stock exchange, all documents mailed to the Company’s public shareholders, all press releases (issued by its corporate headquarters) and such other publicly distributed documents as GSMM LP may reasonably request in order for GSMM LP to prepare from time to time Information Memoranda for distribution to purchasers of Notes and in order for GSMM LP to evaluate at any time the ability of the Company to pay the Notes as they mature. The Company also agrees to furnish to GSMM LP such additional information concerning the Company as GSMM LP may reasonably request.

(c) If at any time any event or other development occurs as a result of which the Information Memorandum (including any documents incorporated by reference therein) includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify GSMM LP thereof, and GSMM LP will not thereafter use such Information Memorandum or offer or sell Notes until an appropriately revised Information Memorandum is available. Each sale of a Note by the Company to GSMM LP shall constitute a representation by the Company that the Information Memorandum (including any documents incorporated by reference therein) at such time does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. The Company agrees that each Note, including each master note, will bear a legend substantially as set forth in capital letters under “Private Placement” in paragraph 4(a) (iii) above.

6. (a) The Company represents and warrants to GSMM LP that: (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri; (ii) the Notes have been duly authorized and, when issued and duly delivered in accordance with the Issuing Agreement, will constitute the valid and legally binding obligations of the Company, enforceable in accordance with their terms; (iii) this Agreement and the Issuing Agreement have been duly authorized, executed and delivered by the Company and each constitutes the valid and legally binding obligation of the Company enforceable in accordance with its respective terms; (iv) the Information Memorandum (including any documents incorporated by reference therein), except insofar as any information therein relates to GSMM LP in its capacity as dealer hereunder, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (v) the offer and sale of the Notes in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act pursuant to Section 4(2) thereof and Rule 506 thereunder; and (vi) the Company is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(b) Each sale of a Note by the Company under this Agreement shall constitute an affirmation that the foregoing representations and warranties remain true and correct at the time of sale, and will remain true and correct at the time of delivery, of such Note.

7. The Company has filed with the Securities and Exchange Commission five copies of a notice on Form D (one of which was manually signed by a person duly authorized by the Company), in accordance with the requirements of Rule 503 under the Act. The Company will also timely file such amendments to its notice on Form D as may be required by Rule 503. The Company will furnish to GSMM LP evidence of each such filing (including a copy thereof). GSMM LP will advise the Company promptly after the first sale of any Note hereunder has been confirmed by GSMM LP to the purchaser, and GSMM LP will also furnish to the Company any information which GSMM LP may have that may be necessary to permit the Company to prepare such notice on Form D.

8. In the event that any Note offered or to be offered by GSMM LP would be ineligible for resale under Rule 144A under the Act (because such Note is of the same class (within the meaning of Rule 144A) as any other securities of the Company which are at such time listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system), the Company shall immediately notify GSMM LP (by telephone, confirmed in writing) of such fact and will promptly prepare and deliver to GSMM LP an amendment or supplement to the Information Memorandum describing the Notes which are ineligible, the reason for such ineligibility and any other relevant information relating thereto. At any time when the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company agrees to furnish at its expense, upon request, to holders and prospective purchasers of Notes information satisfying the requirement of subsection (d)(4)(i) of Rule 144A under the Act.

9. The Company agrees promptly from time to time to take such action as GSMM LP may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as GSMM LP may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the transactions contemplated hereby, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction other than consent to service of process under such state securities laws. The Company also agrees to reimburse GSMM LP for any reasonable fees or costs incurred in so qualifying the Notes.

10. This Agreement will continue in effect until terminated as provided in this paragraph. This Agreement may be terminated by the Company by giving written notice of its election to do so to GSMM LP; or by GSMM LP by giving written notice of its election to do so to the Company. This Agreement shall terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice was given; provided, however, that the provisions of paragraph 2, 4(c), 7, 8 and 9 will continue in effect subsequent to any such termination.

11. This Agreement and each Note shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding, please confirm the same by signing and returning a copy hereof.


Yours very truly,

GOLDMAN SACHS MONEY MARKETS, L.P. a Delaware limited partnership

By:		GSMM Corp., as sole general partner

By:		/s/ John P. Heanue
		GSMM Corp. Officer

Confirmed as of the

Above date:


Leggett & Platt, Incorporated

By:		/s/ Michael A. Glauber
		Michael A. Glauber
		Senior Vice President

Commercial Paper Dealer Agreement

EXHIBIT 10.4

December 21, 1994

Leggett & Platt, Incorporated

No.1 Leggett Road

Carthage, Missouri 64836

Dear Sirs:

This letter will confirm the agreement (the “Agreement”) between Leggett & Platt, Incorporated (the “Company”) and Chase Securities, Inc. and its successors (“CSI”) with respect to the offer and sale by CSI of short-term promissory notes (“Notes”) proposed to be issued from time to time by the Company in transactions not involving a public offering within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Rule 506 thereunder. The Company understands that this letter does not constitute a commitment or obligation, expressed or implied, on the part of CSI to purchase any Notes from the Company, or to offer or sell any Notes.

1. The Notes will be issuable in denominations of not less than $200,000, will not be exchangeable for smaller denominations, and will have maturities not exceeding 270 days from the date of issue. The Notes will be issued by the Company either (i) as book-entry obligations represented by one or more master notes and recorded in the electronic book-entry system maintained by The Depository Trust Company or any other clearing corporation (each a “Clearing Corporation”) within the meaning of Section 8-102(3) of the New York Uniform Commercial Code in accordance with the terms of the letter of representations between the Company and the Clearing Corporation or (ii) as physical certificated notes delivered to the purchasers thereof or persons designated by such purchasers. The Notes may be issued either at a discount or as interest bearing obligations with interest payable at maturity in a stated amount. The Notes will be issued through The Chase Manhattan Bank, N.A. in accordance with an issuing and paying agency agreement between the Company and such bank dated December 21, 1994 (the “Issuing Agreement”), a copy of which has been or will be furnished to CSI. The Company will not amend such Issuing Agreement without first informing CSI, and will promptly furnish to CSI a copy of any amendment to such Issuing Agreement.

2. The Company hereby confirms to CSI that within the preceding six months neither the Company nor any person other than Goldman Sachs Money Markets, L.P. (“GSMM LP”) or Shearson Lehman Brothers, Inc. (“SLBI”) acting on behalf of the Company has offered or sold any Notes, or any substantially similar security of the Company, to, or solicited offers to buy any thereof from, any person other than GSMM LP or SLBI. The Company also agrees that, as long as the Notes are being offered for sale by CSI as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Company nor any person other than CSI or GSMM LP will offer the Notes or any substantially similar security of the Company for sale to, or solicit offers to buy any thereof from, any person other than CSI or GSMM LP except with the prior written consent of CSI, it being understood that this agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of the Act and Rule 506 thereunder. Further, both the Company and CSI agree that neither the Company nor any person acting on its behalf, nor CSI, will offer or sell, or solicit offers to buy, the Notes by any form of general solicitation or general advertising, within the meaning of Rule 502(c) under the Act or otherwise. The Company also confirms that it has entered into a dealer agreement with GSMM LP, a copy of which has been furnished to CSI, which contains provisions relating to the qualification of prospective investors, maintaining a list thereof and the manner of offering the Notes which are substantially identical to the corresponding provisions contained in this Agreement. The Company agrees that such provisions in its dealer agreement with GSMM LP shall not be amended in any material respect without CSI’s prior written consent.

3. (a) CSI proposes to maintain a list of prospective purchasers of the Notes to whom CSI may make offers and sales of Notes (the “Investor List”). It is contemplated that CSI will include on such Investor List (i) investors who may purchase Notes for their own accounts and (ii) investors who may purchase Notes as fiduciary or agent for the accounts of others.

(b) An investor will be included on the Investor List only if reasonably believed by CSI to be (A) a sophisticated institutional investor that is an “Accredited Investor” as that term is defined in Rule 501 (a) under the Act (“Accredited Investor”) or, if the potential investor is a fiduciary or agent (other than a U.S. bank or savings and loan association) who will be purchasing Notes for one or more accounts, each such account will be an Accredited Investor, that either (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in Notes or (ii) is represented by a fiduciary or agent with sole investment discretion having such knowledge and experience or (B) a “Qualified Institutional Buyer” as that term is defined in Rule 144A under the Act.

(c) CSI will offer and sell Notes only to investors which at the time are on the Investor List and are reasonably believed by CSI to meet the requirements set forth above for inclusion thereon.

(d) In the event that CSI purchases Notes as principal and does not resell such Notes on the day of such purchase, CSI will sell such Notes only to persons on the Investor List it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers on the Investor List it reasonably believes are acting for other Qualified Institutional Buyers, in each case pursuant to Rule 144A.

4. (a) CSI will furnish to each purchaser of Notes (or to the fiduciary or agent acting for such purchaser), at or before the time of the sale of Notes to such purchaser, an Information Memorandum in form and substance satisfactory to the Company and CSI. The Information Memorandum at any time may consist of an annual Information Memorandum and one or more supplemental Information Memoranda and will, among other things:

(i)

(ii)

(iii)

Set forth on the first page of the annual Information Memorandum, with a reference thereto on the first page of each supplemental Information Memorandum, statements substantially as follows:

PRIVATE PLACEMENT

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND INITIAL SALES OF THE NOTES MAY BE MADE ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) UNDER THE ACT OR QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (“QIB”). BY ITS ACCEPTANCE OF A NOTE THE PURCHASER (A) REPRESENTS THAT IT IS (i) AN INSTITUTIONAL ACCREDITED INVESTOR OR A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) THAT IS ACTING ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT THE NOTE IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, OR (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER QIB (AND, IF IT IS A QIB, ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PURSUANT TO RULE 144A) AND (B) AGREES THAT ANY RESALE OF THE NOTE WILL BE MADE ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT AND ONLY TO (i) GOLDMAN SACHS MONEY MARKETS, L.P. (“GSMM LP”) OR CHASE SECURITIES, INC. (“CSI”) OR THROUGH GSMM LP OR CSI TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB OR (ii) A QIB IN A TRANSACTION MADE UNDER RULE 144A.

Each purchaser of a Note will be deemed to have represented and agreed as follows: (1) the purchaser understands that the Notes are being issued only in transactions not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Act”); (2) the purchaser is (A) a sophisticated institutional investor who (i) is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D under the Act (or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing the Notes for the account of an institutional Accredited Investor), (ii) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Note; (iii) has had access to such information as the purchaser deems necessary in order to make an informed investment decision, and (iv) is purchasing the Note for investment and not with a view to distribution; or (B) in the case of sales of Notes pursuant to Rule 144A under the Act, a “Qualified Institutional Buyer” as defined in Rule 144A (or is a Qualified Institutional Buyer purchasing the Notes on behalf of one or more Qualified Institutional Buyers); (3) if in the future the purchaser (or any such other investor or any other fiduciary or agent representing such investor) decides to sell such Note prior to maturity, it will be sold in a transaction exempt from registration under the Act and only to (i) GSMM LP or CSI or through GSMM LP or CSI to an institutional investor approved by GSMM LP or CSI as an institutional Accredited Investor or a Qualified Institutional Buyer or (ii) a Qualified Institutional Buyer in a transaction made pursuant to Rule 144A under the Act; (4) the purchaser understands that, although GSMM LP or CSI may repurchase Notes, GSMM LP or CSI are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Note until maturity; (5) the purchaser acknowledges that the Notes sold to the purchaser by GSMM LP or CSI may be sold to it pursuant to Rule 144A; and (6) the purchaser understands that such Note will bear a legend substantially as set forth in capital letters above.

(b) The Company agrees to furnish promptly to CSI three copies of all reports filed with the Securities and Exchange Commission, all documents filed with any stock exchange, all documents mailed to the Company’s public shareholders, all press releases (issued by its corporate headquarters) and such other publicly distributed documents as CSI may reasonably request in order for CSI to prepare from time to time Information Memoranda for distribution to purchasers of Notes. The Company also agrees to furnish to CSI such additional information concerning the Company as CSI may reasonably request.

(c) If at any time any event or other development occurs as a result of which the Information Memorandum (including any documents incorporated by reference therein) includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify CSI thereof, and CSI will not thereafter use such Information Memorandum or offer or sell Notes until an appropriately revised Information Memorandum is available. Each sale of a Note by the Company to CSI shall constitute a representation by the Company that the Information Memorandum (including any documents incorporated by reference therein) at such time does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. The Company agrees that each Note, including each master note, will bear a legend substantially as set forth in capital letters under “Private Placement” in paragraph 4(a)(iii) above.

6. (a) The Company represents and warrants to CSI that: (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri; (ii) the Notes have been duly authorized and, when issued and duly delivered in accordance with the Issuing Agreement, will constitute the valid and legally binding obligations of the Company, enforceable in accordance with their terms; (iii) this Agreement and the Issuing Agreement have been duly authorized, executed and delivered by the Company and each constitutes the valid and legally binding obligation of the Company, enforceable in accordance with their respective terms; (iv) the Information Memorandum (including any documents incorporated by reference therein), except insofar as any information therein relates to CSI in its capacity as dealer hereunder, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (v) the offer and sale of the Notes in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act pursuant to Section 4(2) thereof and Rule 506 thereunder; and (vi) the Company is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

7. The Company has filed with the Securities and Exchange Commission five copies of a notice on Form D (one of which was manually signed by a person duly authorized by the Company), in accordance with the requirements of Rule 503 under the Act. The Company will also timely file such amendments to its notice on Form D as may be required by Rule 503. The Company will furnish to CSI evidence of each such filing (including a copy thereof). CSI will advise the Company promptly after the first sale of any Note hereunder has been confirmed by CSI to the purchaser, and CSI will also furnish to the Company any information which CSI may have that may be necessary to permit the Company to prepare such notice on Form D.

8. In the event that any Note offered or to be offered by CSI would be ineligible for resale under Rule 144A under the Act (because such Note is of the same class (within the meaning of Rule 144A) as any other securities of the Company which are at the same time listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Securities Act”), or quoted in a U.S. automated inter-dealer quotation system), the Company shall immediately notify CSI (by telephone, confirmed in writing) of such fact and will promptly prepare and deliver to CSI an amendment or supplement to the Information Memorandum describing the Notes which are ineligible, the reason for such ineligibility and any other relevant information relating thereto. At any time when the Company is not subject to Section 13 or 15(d) of the Securities Act, the Company agrees to furnish at its expense, upon request, to holders and prospective purchasers of Notes information satisfying the requirement of subsection (d) (4) (i) of Rule 144A under the Act.

9. The Company agrees promptly from time to time to take such action as CSI may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as CSI may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the transactions contemplated hereby, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction other than consent to service of process under such state securities laws. The Company also agrees to reimburse CSI for any reasonable fees or costs incurred in so qualifying the Notes.

10. This Agreement will continue in effect until terminated as provided in this paragraph. This Agreement may be terminated by the Company by giving written notice of its election to do so to CSI; or by CSI by giving written notice of its election to do so to the Company. This Agreement shall terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice was given; provided, however, that the provisions of paragraph 2, 4(c), 7, 8 and 9 will continue in effect subsequent to any such termination.

11. This Agreement and each Note shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding please confirm the same by signing and returning a copy hereof.


Yours very truly,

CHASE SECURITIES, INC.

By:		/s/ Eugene Pickens
Title:		Vice President

Confirmed as of the above date.


LEGGETT & PLATT, INCORPORATED

By:		/s/ Michael A. Glauber
Title:		Senior Vice President

Commercial Paper Dealer Agreement

EXHIBIT 10.5

February 7, 2005

Leggett & Platt, Incorporated

No.1 Leggett Road

Carthage, Missouri 64836

Dear Sirs:

This letter will confirm the agreement (the “Agreement”) between Leggett & Platt, Incorporated (the “Company”) and SunTrust Capital Markets, Inc. and its successors (“STCM”) with respect to the offer and sale by STCM of short-term promissory notes (“Notes”) proposed to be issued from time to time by the Company in transactions not involving a public offering within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Rule 506 thereunder. The Company understands that this letter does not constitute a commitment or obligation, expressed or implied, on the part of STCM to purchase any Notes from the Company, or to offer or sell any Notes.

1. The Notes will be issuable in denominations of not less than $200,000, will not be exchangeable for smaller denominations, and will have maturities not exceeding 270 days from the date of issue. The Notes will be issued by the Company either (i) as book-entry obligations represented by one or more master notes and recorded in the electronic book-entry system maintained by The Depository Trust Company or any other clearing corporation (each a “Clearing Corporation”) within the meaning of Section 8-102(3) of the New York Uniform Commercial Code in accordance with the terms of the letter of representations between the Company and the Clearing Corporation or (ii) as physical certificated notes delivered to the purchasers thereof or persons designated by such purchasers. The Notes may be issued either at a discount or as interest bearing obligations with interest payable at maturity in a stated amount. The Notes will be issued through the JPMorgan Chase Bank in accordance with an issuing and paying agency agreement between the Company and such bank dated December 21, 1994 (the “Issuing Agreement”), a copy of which has been or will be furnished to STCM. The Company will not amend such Issuing Agreement without first informing STCM, and will promptly furnish to STCM a copy of any amendment to such Issuing Agreement.

2. The Company hereby confirms to STCM that within the preceding six months neither the Company nor any person other than Goldman Sachs Money Markets Inc. (“GSMMI”), JPMorgan Money Markets, Inc. (“JPMMI”) or Merrill Lynch Money Markets, Inc. (“MLMMI”) acting on behalf of the Company has offered or sold any Notes, or any substantially similar security of the Company, to, or solicited offers to buy any thereof from, any person other than GSMMI, JPMMI or MLMMI. The Company also agrees that, as long as the Notes are being offered for sale by STCM as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Company nor any person other than GSMMI, JPMMI or STCM (collectively, “the Dealers”) will offer the Notes or any substantially similar security of the Company for sale to, or solicit offers to buy any thereof from, any person other than the Dealers except with the prior written consent of STCM (which shall not be unreasonably withheld or delayed), it being understood that this agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of the Act and Rule 506 thereunder. Further, both the Company and STCM agree that neither the Company nor any person acting on its behalf, nor STCM, will offer or sell, or solicit offers to buy, the Notes by any form of general solicitation or general advertising, within the meaning of Rule 502( c) under the Act or otherwise. The Company also confirms that it has entered into dealer agreements with GSMMI, and JPMMI, a copy of which have been furnished to STCM, which contains provisions relating to the qualification of prospective investors, maintaining a list thereof and the manner of offering the Notes which are substantially

identical to the corresponding provisions contained in this Agreement. The Company agrees that such provisions in its dealer agreements with GSMMI and JPMMI shall not be amended in any material respect without STCM’s prior written consent (which shall not be unreasonably withheld or delayed).

3. (a) STCM proposes to maintain a list of prospective purchasers of the Notes to whom STCM may make offers and sales of Notes (the “Investor List”). It is contemplated that STCM will include on such Investor List (i) investors who may purchase Notes for their own accounts and (ii) investors who may purchase Notes as fiduciary or agent for the accounts of others who are permitted investors hereunder.

(b) An investor will be included on the Investor List only if reasonably believed by STCM to be (A) a sophisticated institutional investor that is an “Accredited Investor” as that term is defined in Rule 501(a) under the Act (“Accredited Investor”) or, if the potential investor is a fiduciary or agent (other than a U.S. bank or savings and loan association) who will be purchasing Notes for one or more accounts, each such account will be an Accredited Investor, that either (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in Notes or (ii) is represented by a fiduciary or agent with sole investment discretion having such knowledge and experience or (B) a “Qualified Institutional Buyer” as that term is defined in Rule 144A under the Act.

(c) STCM will offer and sell Notes only to investors which at the time are on the Investor List and are reasonably believed by STCM to meet the requirements set forth above for inclusion thereon.

(d) In the event that STCM purchases Notes as principal and does not resell such Notes on the day of such purchase, STCM will sell such Notes only to persons on the Investor List it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers on the Investor List it reasonably believes are acting for other Qualified Institutional Buyers, in each case pursuant to Rule 144A.

4. (a) STCM will furnish to each purchaser of Notes (or to the fiduciary or agent acting for such purchaser), at or before the time of the sale of Notes to such purchaser, an Information Memorandum in form and substance satisfactory to the Company and STCM. The Information Memorandum at any time may consist of an annual Information Memorandum and one or more supplemental Information Memoranda and will, among other things:

(i) Include a statement expressly offering an opportunity for each prospective investor to ask questions of, and receive answers from, the Company concerning the offering of the notes and such additional information, if any, as an investor in Notes may reasonably request, may be obtained through the Company or STCM; and

(ii) Set forth on the first page of the annual Information Memorandum, with a reference thereto on the first page of each supplemental Information Memorandum, statements substantially as follows:

PRIVATE PLACEMENT

DEFINED IN RULE 144A UNDER THE ACT (QIB”). BY ITS ACCEPTANCE OF A NOTE THE PURCHASER (A) REPRESENTS THAT IT IS (i) AN INSTITUTIONAL ACCREDITED INVESTOR OR A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) THAT IS ACTING ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT THE NOTE IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, OR (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER QIB (AND, IF IT IS A QIB, ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PURSUANT TO RULE 144A) AND (B) AGREES THAT ANY RESALE OF THE NOTE WILL BE MADE ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT AND ONLY TO (i) GOLDMAN SACHS & CO. (“GOLDMAN SACHS”), J.P. MORGAN SECURITIES, INC. (“JPMSI”) OR SUNTRUST CAPITAL MARKETS, INC. (“STCM”) OR THROUGH GOLDMAN SACHS, JPMSI OR STCM AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB OR (ii) A QIB IN A TRANSACTION MADE UNDER RULE 144A.

Each purchaser of a Note will be deemed to have represented and agreed as follows: (I) the purchaser understands that the Notes are being issued only in transactions not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Act”); (2) the purchaser is (A) a sophisticated institutional investor who (i) is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D under the Act (or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing the Notes for the account of an institutional Accredited Investor), (ii) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Note; (iii) has had access to such information as the purchaser deems necessary in order to make an informed investment decision, and (iv) is purchasing the Note for investment and not with a view to distribution; or (B) in the case of sales of Notes pursuant to Rule 144A under the Act, a “Qualified Institutional Buyer” as defined in Rule 144A (or is a Qualified Institutional Buyer purchasing the Notes on behalf of one or more Qualified Institutional Buyers); (3) if in the future the purchaser (or any such other investor or any other fiduciary or agent representing such investor) decides to sell such Note prior to maturity, it will be sold in a transaction exempt from registration under the Act and only to (i) the Dealers or through the Dealers to an institutional Accredited Investor or a Qualified Institutional Buyer or (ii) a Qualified institutional Buyer in a transaction made pursuant to Rule 144A under the Act; (4) the purchaser understands that, although the Dealers may repurchase Notes, the Dealers are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Note until maturity; (5) the purchaser acknowledges that the Notes sold to the purchaser by the Dealers may be sold to it pursuant to Rule 144A; and (6) the purchaser understands that such Note will bear a legend substantially as set forth in capital letters above.

(b) Upon request, the Company agrees to furnish promptly to STCM all reports filed with the Securities and Exchange Commission, all documents filed with any stock exchange, all documents mailed to the Company’s public shareholders, all material press releases (issued by its corporate headquarters) and such other publicly distributed documents as STCM may reasonably request in order for STCM to prepare from time to time Information Memoranda for distribution to purchasers of Notes. The Company also agrees to furnish to STCM such additional information concerning the Company as STCM may reasonably request.

(c) If at any time any event or other development occurs as a result of which the Information Memorandum (including any documents incorporated by reference therein) includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify STCM thereof, and STCM will not thereafter use such Information Memorandum or offer or sell Notes until an appropriately revised Information Memorandum is available. Each sale of a Note by the Company to STCM shall constitute a representation by the Company that the Information Memorandum (including any documents incorporated by reference therein) at such time does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. The Company agrees that each Note, including each master note, will bear a legend substantially as set forth in capital letters under “Private Placement” in paragraph 4(a)(iii) above.

6. (a) The Company represents and warrants to STCM that (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri; (ii) the Notes have been duly authorized and, when issued and duly delivered in accordance with the Issuing Agreement, will constitute the valid and legally binding obligations of the Company, enforceable in accordance with their terms; (iii) this Agreement and the Issuing Agreement have been duly authorized, executed and delivered by the Company and each constitutes the valid and legally binding obligation of the Company, enforceable in accordance with their respective terms; (iv) the Information Memorandum (including any documents incorporated by reference therein), except insofar as any information therein relates to STCM in its capacity as dealer hereunder, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (v) the offer and sale of the Notes in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act pursuant to Section 4(2) thereof and Rule 506 thereunder; and (vi) the Company is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

7. The Company has filed with the Securities and Exchange Commission five copies of a notice on Form D (one of which was manually signed by a person duly authorized by the Company), in accordance with the requirements of Rule 503 under the Act. The Company will also timely file such amendments to its notice on Form D as may be required by Rule 503. The Company will furnish to STCM evidence of each such filing (including a copy thereof). STCM will advise the Company promptly after the first sale of any Note hereunder has been confirmed by STCM to the purchaser, and STCM will also furnish to the Company any information which STCM may have that may be necessary to permit the Company to prepare such notice on Form D.

8. In the event that any Note offered or to be offered by STCM would be ineligible for resale under Rule l44A under the Act (because such Note is of the same class (within the meaning of Rule l44A) as any other securities of the Company which are at the same time listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Securities Act”), or quoted in a U.S. automated inter-dealer quotation system), the Company shall immediately notify STCM (by telephone, confirmed in writing) of such fact and will promptly prepare and deliver to STCM an amendment or supplement to the Information Memorandum describing the Notes which are ineligible, the reason for such ineligibility and any other relevant

information relating thereto. At any time when the Company is not subject to Section 13 or 15( d) of the Securities Act, the Company agrees to furnish at its expense, upon request, to holders and prospective purchasers of Notes information satisfying the requirement of subsection (d)(4)(i) of Rule 144A under the Act.

9. The Company agrees promptly from time to time to take such action as STCM may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as STCM may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for a long as may be necessary to complete the transactions contemplated hereby, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction other than consent to service of process under such state securities laws. The Company also agrees to reimburse STCM for any reasonable fees or costs incurred in so qualifying the Notes.

10. This Agreement will continue in effect until terminated as provided in this paragraph. This Agreement may be terminated by the Company by giving written notice of its election to do so to STCM; or by STCM by giving written notice of its election to do so to the Company. This Agreement shall terminate at the close of business on the rust business day following the receipt of such notice by the party to whom such notice was given; provided, however, that the provisions of paragraph 2, 4(c), 7, 8 and 9 will continue in effect subsequent to any such termination.

11. This Agreement and each Note shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding please confirm the same by signing and returning a copy hereof.


Yours very truly,

SUNTRUST CAPITAL MARKETS, INC.

By:		/s/ James Stathis
Title:		Managing Director

LEGGETT &PLATT, INCORPORATED

By:		/s/ Sheri Mossbeck
Title:		Vice President and Treasurer

Commercial Paper Dealer Agreement

EXHIBIT 10.6

October 10, 2005

Leggett & Platt, Incorporated

No. 1 Leggett Road

Carthage, Missouri 64836

Dear Sirs:

This letter will confirm the agreement (the “Agreement”) between Leggett & Platt, Incorporated (the “Company”) and Wachovia Capital Markets, LLC and its successors (“WS”) with respect to the offer and sale by WS of short-term promissory notes (“Notes”) proposed to be issued from time to time by the Company in transactions not involving a public offering within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Rule 506 thereunder. The Company understands that this letter does not constitute a commitment or obligation, expressed or implied, on the part of WS to purchase any Notes from the Company, or to offer or sell any Notes.

1. The Notes will be issuable in denominations of not less than $200,000, will not be exchangeable for smaller denominations, and will have maturities not exceeding 270 days from the date of issue. The Notes will be issued by the Company either (i) as book-entry obligations represented by one or more master notes and recorded in the electronic book-entry system maintained by The Depository Trust Company or any other clearing corporation (each a “Clearing Corporation”) within the meaning of Section 8-102(3) of the New York Uniform Commercial Code in accordance with the terms of the letter of representations between the Company and the Clearing Corporation or (ii) as physical certificated notes delivered to the purchasers thereof or persons designated by such purchasers. The Notes may be issued either at a discount or as interest bearing obligations with interest payable at maturity in a stated amount. The Notes will be issued through the JPMorgan Chase Bank, N.A. in accordance with an issuing and paying agency agreement between the Company and such bank dated December 21, 1994 (the “Issuing Agreement”), a copy of which has been or will be furnished to WS. The Company will not amend such Issuing Agreement without first informing WS, and will promptly furnish to WS a copy of any amendment to such Issuing Agreement.

2. The Company hereby confirms to WS that within the preceding six months neither the Company nor any person other than Goldman Sachs Money Markets Inc. (“GSMMI”), JPMorgan Money Markets, Inc. (“JPMMI”) or SunTrust Capital Markets, Inc. (“STCM”) acting on behalf of the Company has offered or sold any Notes, or any substantially similar security of the Company, to, or solicited offers to buy any thereof from, any person other than GSMMI, JPMMI or STCM. The Company also agrees that, as long as the Notes are being offered for sale by WS as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Company nor any person other than GSMMI, JPMMI, STCM or WS (collectively, “the Dealers”) will offer the Notes or any substantially similar security of the Company for sale to, or solicit offers to buy any thereof from, any person other than the Dealers except with the prior written consent of WS (which shall not be unreasonably withheld or delayed), it being understood that this agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of the Act and Rule 506 thereunder. Further, both the Company and WS agree that neither the Company nor any person acting on its behalf, nor WS, will offer or sell, or solicit offers to buy, the Notes by any form of general solicitation or general advertising, within the meaning of Rule 502(c) under the Act or otherwise. The Company also confirms that it has entered into dealer agreements with GSMMI, JPMMI, and STCM copies of which have been furnished to WS, which contain provisions relating to the qualification of prospective investors, maintaining a list thereof and the manner of offering the Notes which are substantially identical

to the corresponding provisions contained in this Agreement. The Company agrees that such provisions in its dealer agreements with GSMMI, JPMMI and STCM shall not be amended in any material respect without WS’s prior written consent (which shall not be unreasonably withheld or delayed).

3. (a) WS proposes to maintain a list of prospective purchasers of the Notes to whom WS may make offers and sales of Notes (the “Investor List”). It is contemplated that WS will include on such Investor List (i) investors who may purchase Notes for their own accounts and (ii) investors who may purchase Notes as fiduciary or agent for the accounts of others who are permitted investors hereunder.

(b) An investor will be included on the Investor List only if reasonably believed by WS to be (A) a sophisticated institutional investor that is an “Accredited Investor” as that term is defined in Rule 501(a) under the Act (“Accredited Investor”) or, if the potential investor is a fiduciary or agent (other than a U.S. bank or savings and loan association) who will be purchasing Notes for one or more accounts, each such account will be an Accredited Investor, that either (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in Notes or (ii) is represented by a fiduciary or agent with sole investment discretion having such knowledge and experience or (B) a “Qualified Institutional Buyer” as that term is defined in Rule 144A under the Act.

(c) WS will offer and sell Notes only to investors which at the time are on the Investor List and are reasonably believed by WS to meet the requirements set forth above for inclusion thereon.

(d) In the event that WS purchases Notes as principal and does not resell such Notes on the day of such purchase, WS will sell such Notes only to persons on the Investor List it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers on the Investor List it reasonably believes are acting for other Qualified Institutional Buyers, in each case pursuant to Rule 144A.

4. (a) WS will furnish to each purchaser of Notes (or to the fiduciary or agent acting for such purchaser), at or before the time of the sale of Notes to such purchaser, an Information Memorandum in form and substance satisfactory to the Company and WS. The Information Memorandum at any time may consist of an annual Information Memorandum and one or more supplemental Information Memoranda and will, among other things:

(ii) Set forth on the first page of the annual Information Memorandum, with a reference thereto on the first page of each supplemental Information Memorandum, statements substantially as follows:

PRIVATE PLACEMENT

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND INITIAL SALES OF THE NOTES MAY BE MADE ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) UNDER THE ACT OR QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE ACT (QIB”). BY ITS ACCEPTANCE OF A NOTE THE PURCHASER (A) REPRESENTS THAT IT IS (i) AN INSTITUTIONAL ACCREDITED INVESTOR OR A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) THAT IS ACTING ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT THE NOTE IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, OR (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER QIB (AND, IF IT IS A QIB, ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PURSUANT TO RULE 144A) AND (B) AGREES THAT ANY RESALE OF THE NOTE WILL BE MADE ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT AND ONLY TO (i) GOLDMAN SACHS & CO. (“GOLDMAN SACHS”), J.P. MORGAN SECURITIES, INC. (“JPMSI”), SUNTRUST CAPITAL MARKETS, INC. (“STCM”) OR WACHOVIA CAPITAL MARKETS, LLC (“WS”) OR THROUGH GOLDMAN SACHS, JPMSI, STCM OR WS TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB OR (ii) A QIB IN A TRANSACTION MADE UNDER RULE 144A.

Each purchaser of a Note will be deemed to have represented and agreed as follows: (1) the purchaser understands that the Notes are being issued only in transactions not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Act”); (2) the purchaser is (A) a sophisticated institutional investor who (i) is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D under the Act (or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing the Notes for the account of an institutional Accredited Investor), (ii) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Note; (iii) has had access to such information as the purchaser deems necessary in order to make an informed investment decision, and (iv) is purchasing the Note for investment and not with a view to distribution; or (B) in the case of sales of Notes pursuant to Rule 144A under the Act, a “Qualified Institutional Buyer” as defined in Rule 144A (or is a Qualified Institutional Buyer purchasing the Notes on behalf of one or more Qualified Institutional Buyers); (3) if in the future the purchaser (or any such other investor or any other fiduciary or agent representing such investor) decides to sell such Note prior to maturity, it will be sold in a transaction exempt from registration under the Act and only to (i) the Dealers or through the Dealers to an institutional Accredited Investor or a Qualified Institutional Buyer or (ii) a Qualified institutional Buyer in a transaction made pursuant to Rule 144A under the Act; (4) the purchaser understands that, although the Dealers may repurchase Notes, the Dealers are not obligated to do so, and accordingly

the purchaser (or any such other investor) should be prepared to hold such Note until maturity; (5) the purchaser acknowledges that the Notes sold to the purchaser by the Dealers may be sold to it pursuant to Rule 144A; and (6) the purchaser understands that such Note will bear a legend substantially as set forth in capital letters above.

(b) Upon request, the Company agrees to furnish promptly to WS all reports filed with the Securities and Exchange Commission, all documents filed with any stock exchange, all documents mailed to the Company’s public shareholders, all material press releases (issued by its corporate headquarters) and such other publicly distributed documents as WS may reasonably request in order for WS to prepare from time to time Information Memoranda for distribution to purchasers of Notes. The Company also agrees to furnish to WS such additional information concerning the Company as WS may reasonably request.

(c) If at any time any event or other development occurs as a result of which the Information Memorandum (including any documents incorporated by reference therein) includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify WS thereof, and WS will not thereafter use such Information Memorandum or offer or sell Notes until an appropriately revised Information Memorandum is available. Each sale of a Note by the Company to WS shall constitute a representation by the Company that the Information Memorandum (including any documents incorporated by reference therein) at such time does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. The Company agrees that each Note, including each master note, will bear a legend substantially as set forth in capital letters under “Private Placement” in paragraph 4(a)(iii) above.

6. (a) The Company represents and warrants to WS that (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri; (ii) the Notes have been duly authorized and, when issued and duly delivered in accordance with the Issuing Agreement, will constitute the valid and legally binding obligations of the Company, enforceable in accordance with their terms; (iii) this Agreement and the Issuing Agreement have been duly authorized, executed and delivered by the Company and each constitutes the valid and legally binding obligation of the Company, enforceable in accordance with their respective terms; (iv) the Information Memorandum (including any documents incorporated by reference therein), except insofar as any information therein relates to WS in its capacity as dealer hereunder, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (v) the offer and sale of the Notes in the manner contemplated by this Agreement will be exempt from the registration requirements of the Act pursuant to Section 4(2) thereof and Rule 506 thereunder; and (vi) the Company is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

7. The Company has filed with the Securities and Exchange Commission five copies of a notice on Form D (one of which was manually signed by a person duly authorized by the Company), in accordance with the requirements of Rule 503 under the Act. The Company will also timely file such amendments to its notice on Form D as may be required by Rule 503. The Company will furnish to WS evidence of each such filing (including a copy thereof). WS will advise the Company promptly after the first sale of any Note hereunder has been confirmed by WS to the purchaser, and WS will also furnish to the Company any information which WS may have that may be necessary to permit the Company to prepare such notice on Form D.

8. In the event that any Note offered or to be offered by WS would be ineligible for resale under Rule 144A under the Act (because such Note is of the same class (within the meaning of Rule 144A) as any other securities of the Company which are at the same time listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Securities Act”), or quoted in a U.S. automated inter-dealer quotation system), the Company shall immediately notify WS (by telephone, confirmed in writing) of such fact and will promptly prepare and deliver to WS an amendment or supplement to the Information Memorandum describing the Notes which are ineligible, the reason for such ineligibility and any other relevant information relating thereto. At any time when the Company is not subject to Section 13 or 15(d) of the Securities Act, the Company agrees to furnish at its expense, upon request, to holders and prospective purchasers of Notes information satisfying the requirement of subsection (d)(4)(i) of Rule 144A under the Act.

9. The Company agrees promptly from time to time to take such action as WS may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as WS may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for a long as may be necessary to complete the transactions contemplated hereby, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction other than consent to service of process under such state securities laws. The Company also agrees to reimburse WS for any reasonable fees or costs incurred in so qualifying the Notes.

10. This Agreement will continue in effect until terminated as provided in this paragraph. This Agreement may be terminated by the Company by giving written notice of its election to do so to WS; or by WS by giving written notice of its election to do so to the Company. This Agreement shall terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice was given; provided, however, that the provisions of paragraph 2, 4(c), 7, 8 and 9 will continue in effect subsequent to any such termination.

11. This Agreement and each Note shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding please confirm the same by signing and returning a copy hereof.


Yours very truly,

WACHOVIA CAPITAL MARKETS, LLC

By:		/s/ Steven P. Shorkey
Title:		Director

Confirmed as of the above date:

LEGGETT & PLATT, INCORPORATED

By:		/s/ Matthew C. Flanigan
Title:		Senior Vice President and Chief Financial Officer

By:		/s/ Sheri Mossbeck
Title:		Vice President and Treasurer

Computation of Ratio of Earnings to Fixed Charges

EXHIBIT 12

LEGGETT AND PLATT, INCORPORATED AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Amounts in millions of dollars)


	Three Months Ended				Twelve Months Ended December 31,
	3/31/07		3/31/06		2006		2005		2004		2003		2002
Earnings
Income from continuing operations before income tax	$	89.0	$	84.1	$	434.8	$	356.2	$	422.6	$	315.1	$	363.5
Interest expense (excluding amount capitalized)		14.1		12.7		56.2		46.7		45.9		46.9		42.1
Portion of rental expense under operating leases representative of an interest factor		7.2		4.0		24.9		14.0		13.3		12.5		11.2

Total earnings	$	110.3	$	100.8	$	515.9	$	416.9	$	481.8	$	374.5	$	416.8

Fixed charges
Interest expense (including amount capitalized)	$	14.5	$	13.1	$	57.8	$	48.3	$	46.9	$	48.0	$	43.3
Portion of rental expense under operating leases representative of an interest factor		7.2		4.0		24.9		14.0		13.3		12.5		11.2

Total fixed charges	$	21.7	$	17.1	$	82.7	$	62.3	$	60.2	$	60.5	$	54.5

Ratio of earnings to fixed charges		5.1		5.9		6.2		6.7		8.0		6.2		7.6

Earnings consist principally of income from continuing operations before income taxes, plus fixed charges. Fixed charges consist principally of interest costs.

Certification

EXHIBIT 31.1

CERTIFICATION

I, David S. Haffner, certify that:

I have reviewed this quarterly report on Form 10-Q of Leggett & Platt, Incorporated;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2007		/s/ David S. Haffner
		David S. Haffner
		President and Chief Executive Officer
		Leggett & Platt, Incorporated

Certification

EXHIBIT 31.2

CERTIFICATION

I, Matthew C. Flanigan, certify that:

I have reviewed this quarterly report on Form 10-Q of Leggett & Platt, Incorporated;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2007		/s/ Matthew C. Flanigan
		Matthew C. Flanigan
		Senior Vice President – Chief Financial Officer
		Leggett & Platt, Incorporated

Certification

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leggett & Platt, Incorporated (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David S. Haffner, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Leggett & Platt, Incorporated and will be retained by Leggett & Platt, Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ David S. Haffner

David S. Haffner

President and Chief Executive Officer

May 9, 2007

Certification

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leggett & Platt, Incorporated (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew C. Flanigan, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Matthew C. Flanigan

Matthew C. Flanigan

Senior Vice President – Chief Financial Officer

May 9, 2007