8-K
LEGGETT & PLATT INC (LEG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 29, 2025
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
| Missouri | 001-07845 | 44-0324630 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 1 Leggett Road, | ||
| --- | --- | --- |
| Carthage, | MO | 64836 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 417-358-8131
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on<br><br>which registered |
|---|---|---|
| Common Stock, $.01 par value | LEG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 29, 2025, Leggett & Platt, Incorporated (“Leggett” or “Company”) completed the previously announced sale of certain legal entities comprising Leggett’s Aerospace Products Group pursuant to the Share Purchase Agreement, dated April 2, 2025 (the “Purchase Agreement”). Under the Purchase Agreement, Flow Intermediate II, LLC, a Delaware limited liability company, and Flow UK Holdco, Limited, a UK corporation (collectively, the “Purchaser Entities”) purchased all of the outstanding shares and other equity interests of certain legal entities comprising Leggett’s Aerospace Products Group (the “Aerospace Transaction”). The Purchaser Entities are owned by investment partnerships advised by Tinicum Incorporated (“Tinicum”), a U.S.-based private investment firm. Reference is made to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K on April 2, 2025. Capitalized terms used but not defined herein have the meanings set forth in the Purchase Agreement.
At the closing of the Aerospace Transaction contemplated by the Purchase Agreement (the “Closing”), an Estimated Purchase Price of US $285.8 million was paid to Leggett in cash. The determination of the final Purchase Price is subject to customary post-Closing adjustments based upon Target Working Capital, Cash, and Indebtedness as described in the Purchase Agreement.
The Aerospace Products Group is a supplier of complex, highly engineered tube and duct assemblies for use primarily in commercial and military aircraft platforms and space launch vehicles. The business is comprised of seven manufacturing facilities located in the United States, the United Kingdom, and France with approximately 700 employees and generated net trade sales of US $190 million in 2024.
Neither Tinicum, the Purchaser Entities, nor their respective affiliates is a party to any material relationship with Leggett or its affiliates other than the Purchase Agreement and certain ancillary agreements entered into in connection with the Aerospace Transaction.
The foregoing description of the Purchase Agreement is included to provide you with information regarding its terms. It does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated herein by reference as Exhibit 2.1.
Item 7.01 Regulation FD Disclosure.
On August 29, 2025, Leggett issued a press release announcing the Closing of the Aerospace Transaction and revised sales and earnings guidance of the Company. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Company is filing: (i) unaudited pro forma consolidated condensed statement of operations for the six months ended June 30, 2025, (ii) unaudited pro forma consolidated condensed statement of operations for the year ended December 31, 2024, (iii) unaudited pro forma consolidated condensed balance sheet as of June 30, 2025, and (iv) the notes thereto, all of which gives effect to the Aerospace Transaction, and are attached hereto as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.
d) Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||
|---|---|---|
| Date: August 29, 2025 | By: | /s/ JENNIFER J. DAVIS |
| Jennifer J. Davis | ||
| Executive Vice President - General Counsel |
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Document
| Exhibit 99.1 |
|---|
FOR IMMEDIATE RELEASE: AUGUST 29, 2025
Leggett & Platt Closes the Sale of its Aerospace Products Group
Announces Subsequent Change to Full Year 2025 Guidance
Carthage, Mo., August 29, 2025 ---
Leggett & Platt announced today it successfully completed the sale of its Aerospace Products Group to affiliated funds managed by Tinicum Incorporated. The transaction is expected to result in after-tax proceeds of approximately $250 million. Proceeds will be used primarily to pay down debt and strengthen the Company’s balance sheet and leverage ratio. This divestiture was part of the outcome of the strategic business review to identify and focus on businesses that align with the Company’s long-term goals.
The Aerospace Products Group is a supplier of complex, highly engineered tube and duct assemblies for use primarily in commercial and military aircraft platforms and space launch vehicles. The business is comprised of seven manufacturing facilities located in the U.S., UK, and France and approximately 700 employees with net trade sales of $190 million in 2024.
REVISED 2025 FULL YEAR GUIDANCE
As a result of the divestiture of the Aerospace Products Group, management announced it has revised full year 2025 guidance as follows:
| ($-Billions, except per share data) | Revised Guidance (ex- Aerospace Products Group) | Previous Guidance<br><br>(July 31, 2025) |
|---|---|---|
| Sales | $3.9 - $4.2 | $4.0 - $4.3 |
| Implied Adjusted EBIT Margin | 6.3% - 6.7% | 6.5% - 6.9% |
| Net Interest Expense | $.065 | $.070 |
| EPS | $1.43 - $1.72 | $0.88 - $1.17 |
| Gain on Aerospace Products Group Sale1 | $0.60 | - |
| Gains on Real Estate Sales | $0.12 - $0.16 | $0.12 - $0.16 |
| Restructuring Costs | ($0.13 - $0.08) | ($0.13 - $0.08) |
| Pension Settlement (non-cash) | ($0.11) | ($0.11) |
| Adjusted EPS | $0.95 - $1.15 | $1.00 - $1.20 |
1 The final gain is subject to finalization of net assets and tax rates.
All other previous guidance remains unchanged. Summations may vary slightly due to rounding. For more detailed financial information, including pro-forma results, please see the Company’s Form 8-K filed with the SEC on August 29, 2025.
Lazard served as exclusive financial advisor and Freshfields served as legal advisor to Leggett & Platt in this transaction.
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.
COMPANY DESCRIPTION: Leggett & Platt (NYSE: LEG) is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. The 142-year-old Company is a leading supplier of bedding components and private label finished goods; automotive seat comfort and convenience systems; home and work furniture components; geo components; flooring underlayment; and hydraulic cylinders for material handling and heavy construction applications.
FORWARD-LOOKING STATEMENTS: This press release contains "forward-looking statements," regarding the amount of after-tax cash proceeds from the Aerospace disposition (the “Disposition”), sales, implied adjusted EBIT margin, net interest expense, EPS, adjusted EPS, net assets, effective tax rate, gain on sale of the Disposition and real estate, restructuring costs, and pension settlement. Such statements are expressly qualified by the cautionary statements described in this section and reflect only the beliefs and expectations of Leggett at the time the statement is made. Because 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 in any forward-looking statement. Moreover, Leggett does not have, and does 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. Forward-looking statements should not be relied upon as a prediction of actual future events, objectives, strategies, trends, or results. Some risks and uncertainties that may cause actual events or results to differ materially from forward-looking statements include: increased trade costs, including tariffs; estimates for our Restructuring Plan (“Plan”) may change, our ability to timely implement the Plan and receive anticipated benefits and expected proceeds from real estate sales, and the impact on employees, customers and vendors; the adverse impact caused by: inflation and deflation; demand for our products and our customers’ products; our facilities’ ability to obtain raw materials, parts, and labor and to ship finished products; impairment of goodwill and long-lived assets; volatility of Chinese EV manufacturers’ growth; declines in multinational OEMs’ market share, resulting in reduction of demand for our Automotive products; our ability to access commercial paper and debt markets, borrow under our credit facility, and comply with restrictive covenants; increased borrowing costs due to credit ratings changes; our ability to retire commercial paper borrowings and use cash to reduce debt; supply chain shortages and disruptions; our ability to manage working capital; our ability to collect receivables; market conditions; consumer confidence, housing turnover, employment levels, interest rates, and trends in capital spending; price and product competition; cost of raw materials, labor and energy; cash generation sufficient to pay debts or the dividend; cash repatriation from foreign accounts; our ability to pass along cost increases through increased selling prices; disruption of the semiconductor industry and our operations due to conflict between countries; evolving export controls over semiconductor chips, equipment, components and rare earth minerals; ability to maintain profit margins if customers change the quantity or mix of our products; political risks; tax rates; foreign operating risks; cybersecurity incidents; customer losses and insolvencies; disruption to our steel rod mill, wire mills, and other operations; severe weather events, disaster, fire, explosion, terrorism, pandemic, or governmental action; foreign currency fluctuation; share repurchases; anti-dumping and countervailing duties on innersprings, steel wire rod, and mattresses; unauthorized use of artificial intelligence; collection of insurance claims; data privacy; sustainability obligations; litigation risks; and risk factors in Leggett’s Form 10-K, Form 10-Qs, and Form 8-Ks.
INVESTOR CONTACTS:
Steve West, Vice President, Investor Relations
Katelyn J. Pierce, Analyst, Investor Relations
(417) 358-8131
invest@leggett.com
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Document
Exhibit 99.2
Leggett & Platt, Incorporated
Unaudited Pro Forma
Consolidated Condensed Financial Information
Introduction
On August 29, 2025, Leggett & Platt, Incorporated (“Leggett” or the “Company”) completed the sale of its Aerospace Products Group to Flow Intermediate II, LLC, a Delaware limited liability company, and Flow UK Holdco, Limited, a UK corporation, each owned by investment partnerships advised by Tinicum Incorporated, pursuant to the terms of the Share Purchase Agreement (the “Agreement”), which was filed as Exhibit 2.1 to the Company's Form 8-K on April 2, 2025. The Aerospace Products Group is a supplier of complex, highly-engineered tube and duct assemblies for use primarily in commercial and military aircraft platforms and space launch vehicles. The Aerospace Products Group is comprised of seven manufacturing facilities located in the United States (“US”), the United Kingdom (“UK”), and France and has approximately 700 employees with net trade sales of $190 million in 2024. It was reported within the Specialized Products segment.
Leggett’s Board of Directors approved the sale on March 25, 2025. Accordingly, Leggett classified the assets and liabilities of the Aerospace Products Group as held for sale beginning March 31, 2025 through the sale date, which have been measured at carrying value as the Company expects to report a net gain on the transaction. The Aerospace Products Group did not meet the criteria for discontinued operations because it did not represent a strategic shift that would have a major effect on our financial results. The operating results of the Aerospace Products Group will no longer be included in Leggett’s consolidated results of operations subsequent to August 29, 2025.
The following unaudited pro forma consolidated condensed statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, are presented as if the divestiture occurred on January 1, 2024. The following unaudited pro forma consolidated condensed balance sheet as of June 30, 2025, is presented as if the divestiture had occurred on June 30, 2025. These unaudited pro forma consolidated condensed financial statements and accompanying notes, prepared by management pursuant to Article 11 of Regulation S-X, give effect to the elimination of the historical financial information of the Aerospace Products Group due to the divestiture, as well as other pro forma adjustments, as described herein. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma consolidated condensed financial information have been made. The assumptions underlying the pro forma adjustments are described fully in the accompanying notes.
The accompanying unaudited pro forma consolidated condensed financial information should be read in conjunction with the consolidated financial statements, their accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in Leggett’s Annual Report on Form 10-K for the year ended December 31, 2024, and Quarterly Report on Form 10-Q for June 30, 2025.
Leggett prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. The following unaudited pro forma consolidated condensed financial statements are based on information currently available, including certain assumptions which are subject to change and certain estimates which may not be realized. They are only intended to represent what Leggett’s financial position and results of operations might have been had the divestiture occurred on the dates indicated, but not to forecast Leggett’s financial position or results of operations for any future date or period.
The unaudited pro forma consolidated condensed financial statements have not been adjusted to reflect Leggett’s potential synergies or dis-synergies that could result from the divestiture. No adjustments have been made for a Transition Services Agreement (“TSA”) entered into with Flow Intermediate II, LLC at the time of the divestiture as the impacts are expected to be immaterial to the overall transaction and short term in nature.
Leggett & Platt, Incorporated
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the Six Months Ended June 30, 2025
| (Amounts in millions, except per share data) | Leggett As Reported | Removal of the Aerospace Products Group | Note | Leggett Pro Forma | |||
|---|---|---|---|---|---|---|---|
| Net trade sales | $ | 2,080.1 | $ | (103.6) | 3(a) | $ | 1,976.5 |
| Cost of goods sold | 1,697.5 | (76.5) | 3(a) | 1,621.0 | |||
| Gross profit | 382.6 | (27.1) | 355.5 | ||||
| Selling and administrative expenses | 242.0 | (8.4) | 3(a) | 233.6 | |||
| Amortization of intangibles | 8.6 | (1.4) | 3(a) | 7.2 | |||
| Impairments | 1.2 | — | 1.2 | ||||
| Net gain from disposal of assets and businesses | (21.4) | — | (21.4) | ||||
| Other expense (income), net | (1.1) | (.8) | 3(a) | (1.9) | |||
| Earnings before interest and income taxes | 153.3 | (16.5) | 136.8 | ||||
| Interest expense | 39.3 | — | 39.3 | ||||
| Interest income | 2.8 | — | 2.8 | ||||
| Earnings before income taxes | 116.8 | (16.5) | 100.3 | ||||
| Income taxes | 33.7 | (4.0) | 3(b) | 29.7 | |||
| Net earnings | 83.1 | (12.5) | 70.6 | ||||
| Earnings attributable to noncontrolling interest, net of tax | — | — | — | ||||
| Net earnings attributable to Leggett & Platt, Inc. common shareholders | $ | 83.1 | $ | (12.5) | $ | 70.6 | |
| Net earnings per share attributable to Leggett & Platt, Inc. common shareholders | |||||||
| Basic | $ | .60 | $ | .51 | |||
| Diluted | $ | .60 | $ | .51 | |||
| Weighted Average Shares Outstanding | |||||||
| Basic | 138.2 | 138.2 | |||||
| Diluted | 139.1 | 139.1 | |||||
| See accompanying notes to the unaudited pro forma consolidated condensed financial information. |
Leggett & Platt, Incorporated
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the Year Ended December 31, 2024
| (Amounts in millions, except per share data) | Leggett As Reported | Removal of Aerospace Products Group | Note | Record the Sale of the Aerospace Products Group | Note | Leggett Pro Forma | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net trade sales | $ | 4,383.6 | $ | (190.2) | 3(a) | — | $ | 4,193.4 | ||
| Cost of goods sold | 3,634.5 | (147.0) | 3(a) | — | 3,487.5 | |||||
| Gross profit | 749.1 | (43.2) | — | 705.9 | ||||||
| Selling and administrative expenses | 508.8 | (16.3) | 3(a) | — | 492.5 | |||||
| Amortization of intangibles | 22.0 | (5.4) | 3(a) | — | 16.6 | |||||
| Goodwill impairment | 676.0 | — | — | 676.0 | ||||||
| Long-lived asset impairment | 6.3 | — | — | 6.3 | ||||||
| Net gain from disposal of assets and businesses | (35.6) | — | (90.3) | 4(a) | (125.9) | |||||
| Other expense (income), net | 1.5 | (.4) | 3(a) | — | 1.1 | |||||
| Earnings (loss) before interest and income taxes | (429.9) | (21.1) | 90.3 | (360.7) | ||||||
| Interest expense | 85.9 | — | — | 85.9 | ||||||
| Interest income | 6.6 | — | — | 6.6 | ||||||
| Earnings (loss) before income taxes | (509.2) | (21.1) | 90.3 | (440.0) | ||||||
| Income taxes | 2.2 | (5.2) | 3(b) | 7.2 | 4(b) | 4.2 | ||||
| Net earnings (loss) | (511.4) | (15.9) | 83.1 | (444.2) | ||||||
| Earnings attributable to noncontrolling interest, net of tax | (.1) | — | — | (.1) | ||||||
| Net earnings (loss) attributable to Leggett & Platt, Inc. common shareholders | $ | (511.5) | $ | (15.9) | $ | 83.1 | $ | (444.3) | ||
| Net earnings (loss) per share attributable to Leggett & Platt, Inc. common shareholders | ||||||||||
| Basic | $ | (3.73) | $ | (3.24) | ||||||
| Diluted | $ | (3.73) | $ | (3.24) | ||||||
| Weighted Average Shares Outstanding | ||||||||||
| Basic | 137.3 | 137.3 | ||||||||
| Diluted | 137.3 | 137.3 | ||||||||
| See accompanying notes to the unaudited pro forma consolidated condensed financial information. |
Leggett & Platt, Incorporated
Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2025
| (Amounts in millions) | Leggett As Reported | Record the Sale of the Aerospace Products Group | Note | Leggett Pro Forma | |||
|---|---|---|---|---|---|---|---|
| Current Assets | |||||||
| Cash and cash equivalents | $ | 368.8 | $ | 278.4 | 5(a) | $ | 647.2 |
| Trade receivables, net | 542.2 | — | 542.2 | ||||
| Other receivables, net | 35.0 | — | 35.0 | ||||
| Inventories | 648.6 | — | 648.6 | ||||
| Prepaid expenses and other current assets | 53.3 | — | 53.3 | ||||
| Current assets held for sale | 94.8 | (94.8) | 5(b) | — | |||
| Total current assets | 1,742.7 | 183.6 | 1,926.3 | ||||
| Property, Plant and Equipment—at cost | |||||||
| Machinery and equipment | 1,489.6 | — | 1,489.6 | ||||
| Buildings and other | 759.9 | — | 759.9 | ||||
| Land | 38.4 | — | 38.4 | ||||
| Total property, plant and equipment | 2,287.9 | — | 2,287.9 | ||||
| Less accumulated depreciation | 1,601.5 | — | 1,601.5 | ||||
| Net property, plant and equipment | 686.4 | — | 686.4 | ||||
| Other Assets | |||||||
| Goodwill | 751.2 | — | 751.2 | ||||
| Other intangibles, net | 97.8 | — | 97.8 | ||||
| Operating lease right-of-use assets | 154.9 | — | 154.9 | ||||
| Sundry | 127.0 | — | 127.0 | ||||
| Non-current assets held for sale | 143.7 | (141.3) | 5(b) | 2.4 | |||
| Total other assets | 1,274.6 | (141.3) | 1,133.3 | ||||
| TOTAL ASSETS | $ | 3,703.7 | $ | 42.3 | $ | 3,746.0 | |
| Current Liabilities | |||||||
| Current maturities of long-term debt and short-term debt | $ | 1.3 | $ | — | $ | 1.3 | |
| Current portion of operating lease liabilities | 50.9 | — | 50.9 | ||||
| Accounts payable | 468.4 | — | 468.4 | ||||
| Accrued expenses | 201.3 | 13.2 | 5(c) | 214.5 | |||
| Other current liabilities | 40.8 | — | 40.8 | ||||
| Current liabilities held for sale | 39.6 | (39.6) | 5(b) | — | |||
| Total current liabilities | 802.3 | (26.4) | 775.9 | ||||
| Long-term Liabilities | |||||||
| Long-term debt | 1,792.2 | — | 1,792.2 | ||||
| Operating lease liabilities | 111.2 | — | 111.2 | ||||
| Other long-term liabilities | 82.0 | — | 82.0 | ||||
| Long-term liabilities held for sale | 8.4 | (8.4) | 5(b) | — | |||
| Deferred income taxes | 51.8 | (6.0) | 5(d) | 45.8 | |||
| Total long-term liabilities | 2,045.6 | (14.4) | 2,031.2 | ||||
| Commitments and Contingencies | |||||||
| Equity | |||||||
| Common stock | 2.0 | — | 2.0 | ||||
| Additional contributed capital | 552.0 | — | 552.0 | ||||
| Retained earnings | 2,133.8 | 83.1 | 5(e) | 2,216.9 | |||
| Accumulated other comprehensive loss | (32.9) | — | (32.9) | ||||
| Treasury stock | (1,799.9) | — | (1,799.9) | ||||
| Total Leggett & Platt, Inc. equity | 855.0 | 83.1 | 938.1 | ||||
| Noncontrolling interest | .8 | — | .8 | ||||
| Total equity | 855.8 | 83.1 | 938.9 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 3,703.7 | $ | 42.3 | $ | 3,746.0 | |
| See accompanying notes to the unaudited pro forma consolidated condensed financial information. |
Leggett & Platt, Incorporated
Notes to the Unaudited Pro Forma
Consolidated Condensed Financial Information
(Amounts presented below are in millions and in U.S. dollars.)
| 1 - | Description of the Sale |
|---|
On August 29, 2025, Leggett completed the sale of its Aerospace Products Group pursuant to the terms of the Agreement, for an estimated purchase price of $284.5 (subject to changes in the balances of working capital, cash, and indebtedness and other post-closing adjustments under the terms of the Agreement from June 30, 2025 to August 29, 2025), as discussed in 5(e) below. Leggett expects net cash proceeds to be used to repay commercial paper or for other general corporate purposes.
| 2 - | Basis of Presentation |
|---|
The following unaudited pro forma consolidated condensed financial statements have been prepared by management pursuant to Article 11 of Regulation S-X.
The unaudited pro forma consolidated condensed statements of operations have been prepared to give effect to the sale as if it occurred on January 1, 2024, the first day of the 2024 fiscal year. The unaudited pro forma consolidated condensed balance sheet as of June 30, 2025, has been prepared to give effect to the divestiture of the Aerospace Products Group as if the sale occurred on June 30, 2025.
The information in the “Leggett As Reported” column was derived from Leggett’s historical consolidated financial statements for the periods and as of the dates presented.
The information in the “Removal of Aerospace Products Group” column presented in the Unaudited Pro Forma Consolidated Condensed Statements of Operations For the Year Ended December 31, 2024 and For the Six Months Ended June 30, 2025:
•reflects the elimination of the historical financial performance of the Aerospace Products Group
•does not reflect what the Aerospace Products Group’s results of operations would have been on a standalone basis, and
•is not intended to represent Leggett’s forecasted capitalization or results of operations.
The "Record Sale of Aerospace Products Group" column presented in the Unaudited Pro Forma Consolidated Condensed Statements of Operations For the Year Ended December 31, 2024 reflects the estimated pretax gain and the estimated income tax expense of the sale of the Aerospace Products Group.
The "Record Sale of Aerospace Products Group" column presented in the Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2025 reflects the elimination of the net assets of the Aerospace Products Group and the estimated balance sheet impacts of the sale of the Aerospace Products Group.
The unaudited pro forma consolidated condensed financial statements have not been adjusted to reflect Leggett’s potential synergies or dis-synergies that could result from the divestiture. No adjustments have been made for the TSA as the impacts are not expected to be material to the overall transaction and are anticipated to be short term in nature.
The unaudited pro forma consolidated condensed financial statements are not necessarily indicative of the financial position or the financial results that may be attained in the future.
| 3 - | Removal of the Aerospace Products Group from the unaudited pro forma Consolidated Condensed Statements of Operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 |
|---|
(a)These adjustments represent amounts attributable to the Aerospace Products Group. These amounts exclude corporate overhead. Depreciation and amortization was discontinued upon classification as held for sale.
(b)These amounts represent the taxes associated with the Aerospace Products Group operations. Leggett used a rate of 24.5% for both the year ended December 31, 2024 and the six months ended June 30, 2025, which represented the blended statutory income tax rate in effect for the periods presented for the countries in which the Aerospace Products Group operates.
| 4 - | Record the Sale of the Aerospace Products Group in the unaudited pro forma Consolidated Condensed Statement of Operations for the year ended December 31, 2024 |
|---|
(a) This amount represents the estimated pretax gain on the sale of the Aerospace Products Group as discussed in 5(e) below.
(b) These amounts represent an estimate of the tax on the gain of the sale of the Aerospace Products Group. The estimated pretax gain on the sale is expected to be taxed at an effective tax rate of approximately 8.0%. The ultimate effective tax rate will be impacted by the final allocation of the purchase price between the US, the UK, and France, and the respective tax laws of each country.
| 5 - | Record the Sale of the Aerospace Products Group in the unaudited pro forma Consolidated Condensed Balance Sheet as of June 30, 2025 |
|---|
(a)Represents the net cash anticipated to be received as a result of the transaction net of transaction expenses. We expect to receive net purchase price proceeds of $284.5 (subject to the actual closing balances of working capital, cash and indebtedness), and we expect to pay $6.1 of transaction expenses (paid on the date of the sale) to arrive at net cash proceeds of $278.4.
(b)In the accompanying historical balance sheet as of June 30, 2025, the assets and liabilities of the Aerospace Products Group have been classified as held for sale and have been measured at carrying value as we expect to report a gain on the transaction.
(c)This amount represents the estimated income taxes payable anticipated as a result of the transaction.
(d)This amount represents the estimated impact of the transaction on our deferred income tax balances.
(e)This amount represents the estimated after-tax gain expected to be realized from the transaction using the June 30, 2025 balances. The final gain is subject to (i) changes in net assets from June 30, 2025 through the date of closing, including but not limited to, working capital, cash, and indebtedness, (ii) other post-closing adjustments under the terms of the Agreement, and (iii) finalization of the estimated effective tax rate:
| Estimated purchase price | $ | 284.5 |
|---|---|---|
| Less transaction expenses | (6.1) | |
| Estimated net cash | 278.4 | |
| Net assets | 188.1 | |
| Pretax gain on sale | 90.3 | |
| Estimated tax expense | (7.2) | |
| After-tax gain reflected in retained earnings | $ | 83.1 |
6