May 4, 2011

VIA EDGAR CORRESPONDENCE FILE

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

 

RE:

Leggett & Platt, Incorporated

    Form 10-K for Year Ended December 31, 2010;

    Definitive Proxy Statement on Schedule 14A

    File No. 001-07845

Dear Ms. Long:

We are writing in response to the Staff’s comment letter dated April 29, 2011 with respect to the above referenced file. In order to facilitate your review, our letter presents the Staff’s comment followed by our response.

Definitive Proxy Statement on Schedule 14A; Compensation Discussion and Analysis, page 30; Targets and Payout Schedules, page 30

1. In future filings, please clearly disclose the actual ROCE percentage and cash flow level reached for the fiscal year. Please also disclose for each named executive officer the actual level of achievement and payout for the individual performance goals.

RESPONSE:

In response to the Staff’s comment, in future filings, we intend to expand our disclosure in the Compensation Discussion and Analysis section of our Proxy Statement (currently on page 30) substantially as follows (to be updated to reflect future periods):

Targets and Payout Schedules. Upon selecting the metrics and IPGs, the Committee established performance achievement targets and payout schedules. In setting the payout schedules, the Committee evaluated various payout scenarios before selecting one that strikes an appropriate balance between accountability to shareholders and motivation for participants. The payouts for each portion of the annual incentive are capped at 150%. The NEOs’ receipt of their annual incentive ultimately depends upon how well they perform against the targets.

 

2010 Corporate Payout Schedule
ROCE				Cash Flow (millions)				Individual Performance Goals (1-5 scale)
Achievement		Payout		Achievement		Payout		Achievement		Payout
<19%		0%		<$260.0		0%		1 – Did not achieve goal			0%
19%		50%		$260.0		50%		2 – Partially achieved goal			50%
21%		75%		$272.5		75%		3 – Substantially achieved goal			75%
23%		100%		$285.0		100%		4 – Fully achieved goal			100%
25%		125%		$297.5		125%		5 – Significantly exceeded goal			125-150%
26% (1)		137.5%		$310.0		150%
27%		150%		$317.3 (1)		150%

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Pamela Long

Assistant Director

Securities and Exchange Commission

May 4, 2011

Page 2

 

2010 Profit Center Payout Schedule
Earnings & ROCE (Relative to Target)				Individual Performance Goals (1-5 scale)
Achievement (2)		Payout		Achievement		Payout
<80%		0%		1 – Did not achieve goal			0%
80%		60%		2 – Partially achieved goal			50%
90%		80%		3 – Substantially achieved goal			75%
100%		100%		4 – Fully achieved goal			100%
110%		120%		5 – Significantly exceeded goal			125-150%
120%		140%
125%		150%

 

 

(1)	Actual 2010 ROCE and Cash Flow achievement as calculated for corporate participants under the Incentive Plan.

 

(2)

As a profit center participant, Mr. Hauser’s target for a 100% payout on the budgeted earnings for his segment was $216 million ($235 million actual in 2010), and the target for a 100% payout on ROCE achievement was 38.4% (40.5% actual). Mr. Downes’ budgeted earnings target was $90 million ($83 million actual) and his ROCE target was 43.5% (40.5% actual).

The following table provides the details of the 2010 annual incentive payouts for our NEOs:

 

Name		Target Incentive Amount								Weighted Payout Percentage										Annual Incentive Payout
David S. Haffner		$830,250						×		132.5%								=		$1,100,081
		Salary		x		Target %				Metric		Payout %		x		Weight
		$922,500				90%				ROCE		137.5%				60%
										Cash Flow		150%				20%
										IPGs		100%				20%
Karl G. Glassman		$519,000						×		132.6%								=		$688,194
		Salary		x		Target %				Metric		Payout %		x		Weight
		$692,000				75%				ROCE		137.5%				60%
										Cash Flow		150%				20%
										IPGs		100.5%				20%
Matthew C. Flanigan		$263,250						×		132.5%								=		$348,806
		Salary		x		Target %				Metric		Payout %		x		Weight
		$405,000				65%				ROCE		137.5%				60%
										Cash Flow		150%				20%
										IPGs		100%				20%
Paul R. Hauser		$164,300						×		111.8%								=		$183,688
		Salary		x		Target %				Metric		Payout %		x		Weight
		$328,600				50%				ROCE		110%				40%
										Earnings		117%				40%
										IPGs		105%				20%
Joseph D. Downes, Jr.		$156,050						×		87.1%								=		$135,920
		Salary		x		Target %				Metric		Payout %		x		Weight
		$312,100				50%				ROCE		85%				40%
										Earnings		82%				40%
										IPGs		101.5%				20%

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Pamela Long

Assistant Director

Securities and Exchange Commission

May 4, 2011

Page 3

 

In connection with responding to the Staff’s comments, we acknowledge that:

 

(i)

Leggett is responsible for the adequacy and accuracy of the disclosure in the filing;

 

(ii)

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 

(iii)

Leggett may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or require additional information concerning our response, please feel free to contact me at (417) 358-8131.

Sincerely,

/s/ John G. Moore

John G. Moore

Senior Vice President, Chief Legal & HR Officer

and Secretary

Leggett & Platt, Incorporated

No. 1 Leggett Road

Carthage, Missouri 64836

 

Cc:

Chambre Malone, Staff Attorney

    Craig Slivka, Special Counsel