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The information in Note O Contingencies on page 23 and Note J Income Taxes on page 19 of our Notes to Consolidated Condensed Financial Statements is incorporated into this section by reference. Reference is made to Item 3. Legal Proceedings, and Note O Income Taxes and Note T Contingencies in the Notes to Consolidated Financial Statements in our Form 10-K filed February 26, 2026, and Item 1. Legal Proceedings, and Note N Income Taxes and Note M Contingencies in the Notes to Consolidated Condensed Financial Statements in our Form 10-Q filed May 7, 2026.
MATTRESS ANTIDUMPING MATTERS
Antidumping and Countervailing Order Petitions Regarding Mattresses from China, Cambodia, Indonesia, Malaysia, Serbia, Thailand, Turkey, and Vietnam. On March 31, 2020, the Company, along with Brooklyn Bedding LLC, Corsicana Mattress Company, Elite Comfort Solutions (a Leggett subsidiary), FXI, Inc., Innocor, Inc., Kolcraft Enterprises, Inc., and two labor unions—the International Brotherhood of Teamsters and the United Steelworkers (collectively, the “2020 Petitioners”)—filed petitions with the U.S. Department of Commerce (DOC) and the U.S. International Trade Commission (ITC). The petitions alleged that mattress manufacturers in Cambodia, Indonesia, Malaysia, Serbia, Thailand, Turkey, and Vietnam were selling products in the United States at less than fair value, and that manufacturers in China were receiving unfair subsidies. The DOC imposed antidumping and countervailing duties ranging from 2% to 763%, effective through May 2026. Following appeals, the U.S. Court of International Trade (CIT) upheld the ITC’s injury determination. However, the DOC revoked the order on mattresses from Indonesia, and the 2020 Petitioners filed an appeal with the U.S. Court of Appeals for the Federal Circuit on April 17, 2025, which remains pending. On April 1, 2026, the DOC initiated a sunset review to determine whether to extend the orders for an additional five years. Because the DOC did not receive adequate substantive responses related to this sunset review, on May 20, 2026, it announced that it will conduct an expedited sunset review. On July 6, 2026, the ITC announced it would also conduct an expedited sunset review.
Separately, on February 6, 2025, the DOC determined that revocation of the 2019 antidumping duty order on mattresses from China would likely lead to continued dumping. The DOC extended the order, and duties of up to 1,732% will remain in effect through May 2030.
Antidumping and Countervailing Order Petitions Regarding Mattresses Imported From Indonesia, Bosnia and Herzegovina, Bulgaria, Burma, India, Italy, Kosovo, Mexico, the Philippines, Poland, Slovenia, Spain, and Taiwan. On July 28, 2023, the Company, along with Brooklyn Bedding LLC, Carpenter Company, Corsicana Mattress Company, Future Foam, Inc., FXI, Inc., Kolcraft Enterprises Inc., Serta Simmons Bedding, LLC, Southerland Inc., Tempur Sealy International, and the same two labor unions (collectively, the “2023 Petitioners”), filed petitions with the DOC and ITC. These petitions alleged that mattress manufacturers in Bosnia and Herzegovina, Bulgaria, Burma, India, Italy, Kosovo, Mexico, the Philippines, Poland, Slovenia, Spain, and Taiwan were selling products in the United States at less than fair value, and that manufacturers in Indonesia were receiving unfair subsidies. The ITC issued a preliminary injury determination on September 11, 2023. The DOC made a negative preliminary finding on Indonesian subsidies on December 26, 2023, and therefore did not impose countervailing duties. Final determinations for Bosnia and Herzegovina, Bulgaria, Burma, Italy, Philippines, Poland, Slovenia, and Taiwan were issued on May 9, 2024, with duties ranging from 106% to 745%. The ITC issued its final injury determination on June 11, 2024, and sunset reviews are scheduled for June 2029. For India, Kosovo, Mexico, and Spain, final DOC determinations were published on July 22, 2024, with duties ranging from 5% to 345%. The ITC issued its final injury determination for those countries on August 28, 2024. Although the case is resolved with respect to duties and injury findings, an importer has appealed the ITC’s critical circumstances determination imposing retroactive duties. That appeal remains pending.
On November 18, 2025, the Company, along with the 2023 Petitioners, filed with the DOC requests to initiate anti-circumvention inquiries on mattress component imports from Poland, Mexico, and Malaysia. The requests allege that mattress components are being imported from these three countries and assembled into finished mattresses in the United States, which are then sold in the United States. The anti-circumvention requests allege that the assembly of these components is minor or insignificant under the law and as a result,
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the mattress component imports from Poland, Mexico, and Malaysia are allegedly circumventing antidumping orders. The Company, along with the other companies involved in this matter, withdrew their circumvention request regarding Poland on June 8, 2026. The requests for Mexico and Malaysia are proceeding.
CHINA WITHHOLDING TAX MATTERS
Three of the Company’s Chinese subsidiaries received formal tax assessments from local tax authorities in China (Zhaoqing, Jiaxing, and Wuxi) totaling approximately $24 million, in the aggregate, with each assessment relating to an alleged failure to satisfy beneficial owner requirements for purposes of applying reduced dividend withholding tax rates. The assessments assert that dividends paid by our Chinese subsidiaries to a non-Chinese parent within the Company’s organizational structure should have been subject to a 10% withholding tax rate rather than the 5% rate applied.
Zhaoqing Assessment. On January 26, 2026, our subsidiary, Hong Kong Veilon Limited, received an assessment from the Zhaoqing High-tech Industrial Development Zone Tax Bureau associated with dividends it received covering the 2021 through 2024 tax periods. The assessment includes tax and penalties totaling approximately $12 million. Our Zhaoqing branch made this payment in the second quarter of 2026 as guarantor to preserve the Company’s appeal rights. The matter has entered into the administrative appeal process, and litigation may occur if administrative remedies are exhausted.
Jiaxing Assessment. On April 3, 2026, our subsidiary, Leggett & Platt Asia Limited, received an assessment from the Wangjiangjing Tax Office, Xiuzhou District Tax Bureau, Jiaxing City associated with dividends it received covering the 2021 through 2024 tax periods. The assessment includes tax and penalties totaling approximately $5 million. Our Jiaxing branch posted a guarantee in the second quarter of 2026 and the matter has now entered into the appeal process. Litigation may occur if administrative remedies are exhausted.
Wuxi Assessment. On April 8, 2026, our subsidiary, Leggett & Platt Asia Limited, received an assessment from the Wuxi Huishan District Tax Bureau – Luoshe Tax Branch associated with dividends it received covering the 2021 through 2025 tax periods. The assessment includes tax and penalties totaling approximately $7 million. Our Wuxi branch made this payment in the second quarter of 2026 as guarantor to preserve the Company's appeal rights. The matter has entered into the appeal process, and litigation may occur if administrative remedies are exhausted.
Although the outcome is uncertain, we believe we have valid defenses and are now rigorously contesting each of the assessments through the administrative appeal process in China, and have not recorded any income tax expense associated with these matters. While we believe we will be successful, it is reasonably possible over the next 12 months we could incur additional income tax expense that could have a material negative effect on our results of operations or financial condition.
IEEPA DUTY REFUNDS
Information regarding potential International Emergency Economic Powers Act (IEEPA) duty refunds is provided in the “Major Factors That Impact Our Business: Tariffs Impacting Our Business” section in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations on page 27 and is incorporated by reference into this section.
SHAREHOLDER CLAIMS REGARDING SOMNIGROUP MERGER
On July 8, 2026, Dharmesh Modi, a purported Leggett & Platt shareholder, filed a complaint against the Company, and certain of its directors including Karl G. Glassman, Angela Barbee, Robert E. Brunner, Mary Campbell, Joseph W. McClanathan, Srikanth Padmanabhan and Jai Shah (collectively, the “Modi Defendants”) in the United States District Court, for the Northern District of Illinois. Mr. Modi alleged that the Modi Defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated under the Exchange Act, asserting that the proxy materials filed with the Securities and Exchange Commission (the "SEC") and delivered to the Leggett & Platt shareholders to seek approval of the Somnigroup Merger (the "Proxy Statement") are materially incomplete and contain materially misleading statements. Mr. Modi seeks (i) to enjoin the Modi Defendants from proceeding with the Leggett shareholder vote to approve the Somnigroup Merger or taking steps to consummate the Somnigroup Merger until curative disclosures that fully address the alleged deficiencies are made, (ii) to rescind the Somnigroup Merger
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Agreement, or grant Mr. Modi rescissory rights, and (iii) damages for the alleged wrongdoing, and reasonable fees and expenses. The Modi Defendants believe Mr. Modi’s allegations are without merit and that no additional disclosure is required in the proxy materials and intend to vigorously defend against the claims.
On July 29, 2026, each of James Jones and Richard Lawrence, both purported Leggett & Platt shareholders, filed separate complaints (together, the “Complaints”) against the Modi Defendants and director Phoebe A. Wood (together with the Modi Defendants, the “Defendants”) in the Supreme Court of the State of New York, County of New York. The Complaints allege that the Proxy Statement is materially incomplete and misleading and assert claims for negligent misrepresentation and concealment and negligence under New York common law. The Complaints seek, among other things, to enjoin the Defendants from consummating the Somnigroup Merger until disclosures are made to address the alleged deficiencies, rescission of the Somnigroup Merger if consummated or awarding actual and punitive damages, costs of the actions, including attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper. The Defendants believe each of the Complaints' allegations are without merit and that no additional disclosure is required in the Proxy Statement and intend to vigorously defend against the Complaints.
On August 3, 2026, Martin Siegel, a purported Leggett & Platt shareholder, filed a complaint (the “Siegel Complaint”) against the Company, all of the above named members of the Company’s Board of Directors, Somnigroup International Inc., and Sparrow Unity Corporation (collectively, the “Siegel Defendants”) in the Circuit Court of St. Louis County, State of Missouri. The Siegel Complaint alleges that the Siegel Defendants (i) violated the Missouri Securities Act, (ii) violated the New Jersey Uniform Securities Law, (iii) are liable for negligent misrepresentation, concealment, and negligence under the common law of Missouri and New Jersey, and (iv) are liable for civil conspiracy under the New Jersey common law. All of the allegations are based, in part, on assertions that the Proxy Statement/Prospectus contains materially false and misleading statements and omits facts necessary to make the statements made, in light of the circumstances, not misleading, and that the Siegel Defendants aided in the preparation, approval, and dissemination of the Proxy Statement/Prospectus. The Siegel Complaint seeks, among other things, to require the Siegel Defendants to make corrective and complete disclosures, to enjoin and/or rescind the shareholder vote concerning the Somnigroup Merger until trial or until the Siegel Defendants make corrective and complete disclosures, and to award interest, attorneys’ fees, expert fees, and other expenses and costs in an amount to be determined. The Company believes the allegations in the Siegel Complaint are without merit and that no additional disclosure is required in the Proxy Statement/Prospectus and intends to vigorously defend against the Siegel Complaint.
ENVIRONMENTAL MATTERS
Item 103 of the SEC's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions, unless we reasonably believe the monetary sanctions, exclusive of interest and costs, will not equal or exceed a threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition. Item 103 states that the disclosure threshold is $300,000, or at our election, a threshold that does not exceed the lesser of $1 million or one percent of our consolidated current assets. We have determined such disclosure threshold to be $1 million. We have no environmental matters to disclose for this period under this threshold.