SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to .
Commission File Number 001-07845
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
LEGGETT & PLATT, INCORPORATED STOCK BONUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
LEGGETT & PLATT, INCORPORATED
NO. 1 LEGGETT ROAD
CARTHAGE, MISSOURI 64836
FINANCIAL STATEMENTS AND REPORT OF
REGISTERED PUBLIC ACCOUNTING FIRM
LEGGETT & PLATT, INCORPORATED
STOCK BONUS PLAN
December 31, 2003 and 2002
CONTENTS
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| * | Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for reporting and disclosure under ERISA have been omitted because they are not applicable. |
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
The Leggett & Platt, Incorporated
Stock Bonus Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Leggett & Platt, Incorporated Stock Bonus Plan (the “Plan”) at December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules of Assets (Held at End of Year) and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Saint Louis, Missouri
June 24, 2004
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Stock Bonus Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, | ||||||
| 2003 |
2002 | |||||
| ASSETS |
||||||
| Investments, at market value |
$ | 131,343,409 | $ | 131,003,910 | ||
| Receivables |
||||||
| Company contributions |
2,626,292 | 1,856,457 | ||||
| Participant contributions |
147,343 | 256,980 | ||||
| Securities sold |
— | 4,638,366 | ||||
| Accrued investment income |
774,647 | 740,612 | ||||
| Total receivables |
3,548,282 | 7,492,415 | ||||
| Total assets |
134,891,691 | 138,496,325 | ||||
| LIABILITIES |
||||||
| Commissions and fees payable |
— | 3,326 | ||||
| Total liabilities |
— | 3,326 | ||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 134,891,691 | $ | 138,492,999 | ||
The accompanying notes are an integral part of these financial statements.
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Stock Bonus Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| For the Year Ended December 31, |
||||||||
| 2003 |
2002 |
|||||||
| Additions |
||||||||
| Investment income (loss) |
||||||||
| Net depreciation in value of investments |
$ | (2,727,497 | ) | $ | (3,198,755 | ) | ||
| Dividends |
3,092,000 | 2,828,554 | ||||||
| Interest |
125,682 | 113,943 | ||||||
| Investment income (loss) |
490,185 | (256,258 | ) | |||||
| Contributions |
||||||||
| Company |
4,503,106 | 3,270,713 | ||||||
| Participant |
3,903,366 | 3,490,386 | ||||||
| Rollovers |
22,483 | 922 | ||||||
| Contributions |
8,428,955 | 6,762,021 | ||||||
| Total additions |
8,919,140 | 6,505,763 | ||||||
| Deductions |
||||||||
| Benefit payments |
12,517,271 | 12,798,978 | ||||||
| Commissions and fees |
3,177 | 31,300 | ||||||
| Total deductions |
12,520,448 | 12,830,278 | ||||||
| Net decrease |
(3,601,308 | ) | (6,324,515 | ) | ||||
| Net assets available for benefits at beginning of year |
138,492,999 | 144,817,514 | ||||||
| End of year |
$ | 134,891,691 | $ | 138,492,999 | ||||
The accompanying notes are an integral part of these financial statements.
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Stock Bonus Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE A - DESCRIPTION OF PLAN
The following description of the Leggett & Platt, Incorporated (L&P or the Company) Stock Bonus Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering employees of L&P and certain of its subsidiaries and affiliates who meet eligibility requirements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan’s provisions qualify as an ESOP plan.
Eligibility of Employees
Eligible employees are defined as non-bargaining employees or employees who are members of a collective bargaining unit, the representatives of which have successfully bargained for inclusion in the Plan. Eligible employees can begin participation in the Plan on the first January 1 or July 1 following the completion of one year and 1000 hours of service. Eligible employees with compensation in excess of the applicable compensation base may participate in the “fixed percentage component” of the Plan. Salaried employees not meeting minimum compensation requirements may participate in the “fixed dollar component” of the Plan. Employees considered “highly compensated” under Section 404(q) of the Internal Revenue Code of 1986 are not eligible to participate.
Contributions
Employees participating in the “fixed percentage component” of the Plan must make contributions of a percentage of annual compensation in excess of a base amount as defined in the Plan agreement. Employees participating in the “fixed dollar component” of the Plan must make contributions from $5 to $20 each pay period.
L&P is required to make contributions to the Plan equal to 50% of the amounts contributed by participants. Additionally, for any year in which certain profitability levels have been attained, as defined in the Plan, L&P may make an additional contribution in an amount not to exceed 50% of the participants’ contributions during such year. Participants in the Plan meeting certain requirements may elect to invest a portion of their account into L&P stock or any of the other investment funds.
The Plan is designated as a pretax plan for employee contributions.
Company contributions, when made, are primarily in the form of common stock.
Vesting and Distributions
The Plan has adopted a vesting method under which Company contributions will vest after the participant has completed three years of service. Non-vested amounts at the time of participant withdrawals are forfeited and serve to reduce future Company contributions. Forfeitures amounted to $28,390 in 2003 and $34,747 in 2002. Upon retirement, death or disability, participants or their beneficiaries are entitled to the full value of their account, including Company contributions. Upon termination of employment for other reasons, participants are entitled to receive the full value of their account representing participant contributions and the vested portion of their account representing Company contributions. In-service withdrawals are allowed by participants after reaching age 59 1/2.
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Leggett & Platt, Incorporated
Stock Bonus Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE A – DESCRIPTION OF PLAN - CONTINUED
Plan Trustee
Effective January 1, 2003, The Bank of New York, as sole trustee of the Plan, holds all Plan assets and pays benefits in accordance with information submitted by L&P, the Plan administrator. Bankers Trust Company, a subsidiary of Deutsche Bank, was Plan trustee during 2002.
Administrative Expenses
Administrative expenses are paid by both L&P and the Plan. Investment management fees related to the other investment funds are paid by participants and reflected in the financial statements of the Plan. All other expenses are paid directly by L&P and are not reflected in the financial statements of the Plan.
Plan Termination
Although it has not expressed any intent to do so, L&P has the right, by action of its Board of Directors, to terminate the Plan at any time. In the event of termination, participant accounts will immediately become 100% vested.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting, except for benefit payments, which are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investments
The market value of all Plan investments is based upon quoted market price as of the close of business on the last day of the year. Purchases and sales of investments are recorded on a trade-date basis. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits.
Income Taxes
The Plan is a qualified tax-exempt plan under the Internal Revenue Code (IRC) and, therefore, is exempt from federal and state income taxes. Amendments have been made to the Plan and L&P has applied for a new determination letter. L&P believes the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC and conforms with the requirements of ERISA.
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Leggett & Platt, Incorporated
Stock Bonus Plan
NOTES TO FINANCIAL STATEMENTS – CONTINUED
NOTE C - INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan’s net assets.
| December 31, |
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| 2003 |
2002 |
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| Leggett & Platt, Incorporated common stock, 5,488,144 and 5,571,302 shares, respectively ** |
$ | 118,708,555 | * | $ | 125,020,017 | * | ||
| Bank of New York Collective Short Term Investment Fund |
6,906,780 | * | — | |||||
| * | Represents an investment which exceeds 5 percent or greater of net assets available for Plan benefits. |
| ** | Nonparticipant- directed |
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| Year Ended December 31, |
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| 2003 |
2002 |
|||||||
| Common Stock |
$ | (3,718,968 | ) | $ | (2,243,583 | ) | ||
| Investment Funds |
991,471 | (955,172 | ) | |||||
| $ | (2,727,497 | ) | $ | (3,198,755 | ) | |||
NOTE D – NONPARTICIPANT-DIRECTED INVESTMENTS
Net assets (including investments and receivables) relating to the nonparticipant-directed investments were $122,309,748 and $127,868,979 as of December 31, 2003 and 2002, respectively. The significant components of the changes in net assets relating to the nonparticipant-directed investments are as follows:
| Year Ended December 31, |
||||||||
| 2003 |
2002 |
|||||||
| Changes in Net Assets: |
||||||||
| Net depreciation |
$ | (3,718,968 | ) | $ | (2,243,583 | ) | ||
| Dividends |
3,020,558 | 2,828,554 | ||||||
| Company contributions |
4,503,106 | 3,270,713 | ||||||
| Participant contributions |
3,874,706 | 3,468,074 | ||||||
| Benefit payments |
(10,618,499 | ) | (12,560,290 | ) | ||||
| Net transfers out |
(2,622,698 | ) | (3,640,189 | ) | ||||
| Other |
2,564 | 3,192 | ||||||
| $ | (5,559,231 | ) | $ | (8,873,529 | ) | |||
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Leggett & Platt, Incorporated
Stock Bonus Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE E - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:
| December 31, |
||||||||
| 2003 |
2002 |
|||||||
| Net assets available for benefits per the financial statements |
$ | 134,891,691 | $ | 138,492,999 | ||||
| Amounts allocated to withdrawing participants |
(5,954,595 | ) | (874,823 | ) | ||||
| Net assets available for benefits per Form 5500 |
$ | 128,937,096 | $ | 137,618,176 | ||||
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500:
| Year Ended December 31, 2003 |
||||
| Benefits paid to participants per the financial statements |
$ | 12,517,271 | ||
| Add: Amounts allocated to withdrawing participants at December 31, 2003 |
5,954,595 | |||
| Less: Amounts allocated to withdrawing participants at December 31, 2002 |
(874,823 | ) | ||
| Benefits paid to participants per Form 5500 |
$ | 17,597,043 | ||
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
NOTE F - PARTIES-IN-INTEREST TRANSACTIONS
Certain Plan investment purchases and sales include shares of Leggett & Platt, Incorporated common stock and units of participation in collective employee benefit trust funds and short-term funds of The Bank of New York Trust Company and Bankers Trust Company during the years ended December 31, 2003 and 2002, respectively.
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Stock Bonus Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
| (a) |
(b) Identity of Issue |
(c) Description of investment |
(d) Cost |
(e) Current value (1) | ||||||
| * |
Leggett & Platt, Incorporated | Common stock | $ | 57,576,874 | $ | 118,708,555 | ||||
| Fidelity | Fidelity Concord Fund | 1,009,076 | 1,007,829 | |||||||
| Peoples Dreyfus | Peoples Dreyfus S&P Midcap Index Fund | 334,448 | 426,412 | |||||||
| Dodge & Cox | Dodge & Cox Balanced Fund | 1,367,326 | 1,544,430 | |||||||
| Dodge & Cox | Dodge & Cox Stock Fund | 440,305 | 542,382 | |||||||
| Vanguard | Vanguard 500 Index Fund | 1,810,077 | 2,207,021 | |||||||
| * |
Bank of New York | Collective Short Term Investment Fund | 6,906,780 | 6,906,780 | ||||||
| $ | 69,444,886 | $ | 131,343,409 | |||||||
| (1) | See Note B of Notes to Financial Statements regarding carrying value of investments. |
| * | Investments in securities of parties-in-interest to the Plan. |
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Schedule H, Line 4j - Schedule of Reportable Transactions (1)
Year Ended December 31, 2003
| (a) Identity of |
(b) Description |
(c) Purchase price |
(d) Selling price |
(e) Lease rental |
(f) Expense incurred with transaction |
(g) Cost of asset |
(h) Value of asset on transaction date |
(i) Net gain or (loss) | |||||||||||||||
| Series of Transactions |
|||||||||||||||||||||||
| The Bank of New York |
Collective Short Term Investment Fund |
$ | 19,943,836 | $ | — | $ | — | $ | — | $ | 19,943,836 | $ | 19,943,836 | $ | — | ||||||||
| The Bank of New York |
Collective Short Term Investment Fund |
$ | — | $ | 13,041,858 | $ | — | $ | — | $ | 13,041,858 | $ | 13,041,858 | $ | — | ||||||||
| (1) | Transactions or series of transactions in excess of five percent of the current value of the Plan’s assets as of the beginning of the plan year as defined in 29 CFR 2520.103-6 of the Department of Labor Rules & Regulations for Reporting and Disclosure under ERISA. |
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| B. | Exhibit List. |
| Exhibit 23 | Consent of PricewaterhouseCoopers LLP |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED STOCK BONUS PLAN | ||||
| Date: June 25, 2004 |
By: |
/s/ John A. Hale | ||
| John A. Hale | ||||
| Vice President and | ||||
| Chair of Plan Administrative Committee | ||||
| Date: June 25, 2004 |
By: |
/s/ Ernest C. Jett | ||
| Ernest C. Jett | ||||
| Vice President- General Counsel | ||||
| and Plan Administrative Committee Member | ||||
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EXHIBIT INDEX
| Exhibit No. |
Document Description | |
| Exhibit 23 | Consent of PricewaterhouseCoopers LLP |
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