Page No.
            •     Highlights                                            31
            •     Introduction                                          32
            •     Results of Operation    s   2021 vs 2020              37
            •     Results of Operations   2020 vs 2019                  40
            •     Liquidity and Capitalization                          43
            •     Critical Accounting Policies and Estimates            51
            •     Contingencies                                         55
            •     New Accounting Standards                              57



HIGHLIGHTS
                                                               2021         2020         2019

(Dollar amounts in millions, except for per share data)


 Net trade sales                                             $ 5,073      $ 

4,280 $ 4,753


 Earnings before interest and taxes (EBIT)                       596          408          487

 Cash from operations                                            271          603          668
 Adjusted working capital 1                                      713          397          492
 Total debt                                                    2,090        1,900        2,118
 Dividends per share                                         $  1.66      $  1.60      $  1.58

1 For non-GAAP reconciliation see page 44.



Trade sales increased 19% in 2021. Organic sales increased 18%, primarily from
raw material-related selling price increases of 13%, volume recovery from
pandemic-related sales declines in 2020 of 4%, and currency benefit of 1%.
Acquisitions, net of divestitures, added 1% to sales growth. Trade sales grew 7%
compared to pre-pandemic 2019 levels.

Earnings in 2021 increased primarily from higher trade sales volume, metal
margin expansion in our Steel Rod business, pricing discipline, a gain on the
sale of real estate associated with our exited Fashion Bed business, and the
non-recurrence of a goodwill impairment charge. Fixed cost reductions of
approximately $90 million taken in 2020 partially offset some of the earnings
decline from lower volume in that year. We maintained approximately $80 million
of those fixed cost reductions in 2021, adding costs only to support higher
volumes and future growth opportunities.

In 2021, we generated $271 million in cash from operations compared to $603
million in 2020. This large decrease was primarily driven by inflationary
impacts and planned working capital investments to rebuild inventory levels in
our Rod, Wire, and U.S. Spring businesses following severe depletion in 2020.
Total capital expenditures in 2021 were $107 million, reflecting a balance of
investing for the future while controlling our spending. Cash from operations
and adjusted working capital in 2020 benefited from a sharp focus on working
capital management.

We amended our revolving credit agreement in September 2021 to change our
financial covenant to a 3.5x net debt to trailing 12-month EBITDA metric (from
what would have been 3.25x net debt at year end). This change created more
financial flexibility under our revolving credit facility, which serves as
back-up for our commercial paper program. We ended 2021 with full availability
under the $1.2 billion credit facility. In November, we issued $500 million of
30-year, 3.5% notes. The net proceeds of these notes were used to repay
commercial paper and may be used to repay a portion of the $300 million notes
due August 2022. Our financial base remains strong.

We increased the annual dividend in 2021 to $1.66 per share from $1.60 per share
in 2020 and extended our record of consecutive annual increases to 50 years.
Consistent with our deleveraging plan, share repurchases were limited in 2021.
For the full year, we repurchased approximately .25 million shares of our stock,
primarily surrendered for employee benefit plans.
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Portfolio management remains a strategic priority. Over the past several years,
we have enhanced our business portfolio and improved margins by growing our
stronger businesses and exiting or restructuring businesses that consistently
struggled to deliver acceptable returns. In 2021, we acquired three businesses:
a United Kingdom manufacturer specializing in metallic ducting systems, flexible
joints, and components for space, military, and commercial applications; a
Polish manufacturer of bent metal tubing for furniture used in office,
residential, and other settings; and a specialty foam and finished mattress
manufacturer serving the United Kingdom and Irish market. We also divested a
small specialty wire operation in our Drawn Wire business.

These topics are discussed in more detail in the sections that follow.





INTRODUCTION

Total Shareholder Return

Total Shareholder Return (TSR) is the primary financial measure that we use to assess long-term performance. TSR = (Change in Stock Price + Dividends) ÷ Beginning Stock Price. We target average annual TSR of 11-14% through an approach that employs four TSR sources: revenue growth, margin expansion, dividends, and share repurchases.



We monitor our TSR performance on a rolling three-year basis. We believe our
disciplined growth strategy, portfolio management, and prudent use of capital
will support achievement of our target over time.

The table below shows the components of our TSR targets.



                                                     Current Targets
                   Revenue Growth                         6-9%
                   Margin Increase                         1%

                   Dividend Yield                          3%
                   Stock Buyback                           1%
                    Total Shareholder Return             11-14%


Senior executives participate in an incentive program with a three-year
performance period based on two equal measures: (i) our TSR performance compared
to the performance of a group of approximately 300 peers; and (ii) the Company
or segment Earnings Before Interest and Taxes (EBIT) Compound Annual Growth Rate
(CAGR).

Customers

We serve a broad suite of customers, with our largest customer representing approximately 6% of our sales in 2021. Many are companies whose names are widely recognized. They include bedding brands and manufacturers; residential and office furniture producers; automotive OEM and Tier 1 manufacturers; and a variety of other companies.

Organic Sales

We calculate organic sales as trade sales excluding sales attributable to acquisitions and divestitures consummated within the last twelve months. Management uses the metric, and it is useful to investors, as supplemental information to analyze our underlying sales performance from period to period in our legacy businesses.

Major Factors That Impact Our Business



Many factors impact our business, but those that generally have the greatest
impact are market demand, raw material cost trends, and competition. However, in
2020 COVID-19 had the largest impact on our business.

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                                                                         PART II
COVID-19 Impacts on our Business

The impact of the COVID-19 pandemic began in January 2020, directly affecting
our operations in China, as well as the global supply chain. The crisis
accelerated, impacting virtually all geographies by mid-March of 2020. We
quickly took action to align our variable cost structure to demand levels,
significantly reduce fixed costs, and cut capital expenditures, prioritize
accounts receivable and inventory management, and amend the financial covenant
in our revolving credit facility to provide additional liquidity. These efforts
helped to strengthen cash flow and protect our balance sheet.

In mid-second quarter 2020, consumers quickly moved from travel and
entertainment spending to purchasing home-related products and autos. This
benefited our Bedding, Home Furniture, Flooring & Textile, and Automotive
businesses. In 2021, most of our businesses recovered from the pandemic-related
impacts of 2020. Trade sales in 2021 were up 19% versus 2020, primarily from raw
material-related price increases and volume growth from recovery in most of our
businesses.

The pandemic had, and could further have, an adverse impact, in varying degrees,
to among other things (i) the demand for our products and our customers'
products, growth rates in the industries in which we participate, and
opportunities in those industries; (ii) our manufacturing operations' ability to
remain fully operational, obtain necessary raw materials and parts, maintain
appropriate labor levels, and ship finished products to customers from supply
chain disruptions or otherwise; (iii) the collection of trade and other notes
receivables in accordance with their terms due to customer bankruptcy, financial
difficulties, or insolvency; (iv) impairment of goodwill and long-lived assets;
and (v) our ability to borrow under our credit facility in compliance with
restrictive covenants; all of which, in the aggregate, had, and could further
have, a negative impact on our trade sales, earnings, cash flow, and financial
condition.

Below is a more in-depth discussion of the various impacts of COVID-19 on our business.



Demand for our Products. Various governments in North America, Europe, Asia, and
elsewhere instituted, and some have reinstituted, quarantines, shelter-in-place
or stay-at-home orders, or restrictions on public gatherings as well as
limitations on social interactions, which have had, and could further have, an
adverse effect on the demand for our products.

Impact on our Manufacturing Operations. As of December 31, 2021, we had
manufacturing facilities in the United States and 17 other countries. All of
these countries have been affected by the COVID-19 pandemic. Our facilities are
open, but we have, from time to time, some capacity restrictions on our plants
due to governmental orders in various parts of the world. We have been and could
be further negatively affected by governmental action in any one or more of the
countries in which we operate by the imposition, or re-imposition, of
restrictive social measures, mandatory closures of retail establishments that
sell our products or our customers' products, travel restrictions, and
restrictions on the import or export of products.

Depending on the length and severity of the COVID-19 pandemic, the percentage of
the population vaccinated, and the effectiveness of the vaccines against new
variants, our ability to keep our manufacturing operations fully operational,
build and maintain appropriate labor levels, obtain necessary raw materials and
parts, and ship finished products to customers may be partially or completely
disrupted, either on a temporary or prolonged basis. The continued realization
of these risks to our manufacturing operations, labor force, and supply chain
could also increase labor, commodity, and transportation costs.

When our employees have tested positive for COVID-19 or may have come in contact
with someone who tested positive for COVID-19, we follow adopted protocols which
include enhanced disinfecting in targeted areas, contact tracing, and mandating
certain quarantine and self-isolation periods. A significant increase in
COVID-19 cases among our employees may disrupt our ability to maintain necessary
labor levels and produce and deliver products to our customers if we are unable
to shift production to other manufacturing facilities.

Certain governmental authorities, including state or foreign jurisdictions, may
adopt laws mandating COVID-19 vaccination or periodic testing with masking
requirements for unvaccinated employees. Because some of our employees may be
hesitant to take a vaccine or be tested, the requirements, if adopted, may cause
some employees to terminate employment with us which may challenge our ability
to maintain appropriate labor levels in our facilities and keep our
manufacturing locations fully operational. If these requirements are adopted,
they may also create disruptions to our suppliers and customers.

Collection of Trade and Notes Receivables. Some of our customers have been adversely affected by the COVID-19 pandemic. If these parties suffer financial difficulty, they may be unable to pay their debts to us, they may reject their


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                                                                         PART II
contractual obligations to us under bankruptcy laws or otherwise, or we may have
to negotiate significant discounts and/or extend financing terms to these
parties. If we are unable to collect receivables on a timely basis, larger
provisions for bad debt may be required. We are closely monitoring accounts
receivable and collections. Although we experienced increased bad debt expense
in the first quarter of 2020, we have had favorable customer payment trends and
applied a lower qualitative risk for improved macroeconomic conditions which
have allowed us to reduce our bad debt reserves in the last half of 2020 through
2021.

Impairment of Goodwill and Long-Lived Assets. A significant portion of our
assets consists of goodwill and other long-lived assets, the carrying value of
which may be reduced if we determine that those assets are impaired. At
December 31, 2021, goodwill and other intangible assets represented $2.2
billion, or 41% of our total assets. In addition, net property, plant and
equipment, operating lease right-of-use assets, and sundry assets totaled $1.1
billion, or 20% of total assets.

Our annual goodwill impairment testing performed in the second quarter of 2021
indicated no goodwill impairments. However, fair value exceeded carrying value
by less than 100% for two reporting units as summarized in the table below:

                       Fair value in excess of carrying value                  Goodwill
                   Goodwill impairment       Goodwill impairment
                   testing as performed      testing as performed
                  in the second quarter     in the second quarter
                           2021                      2020              As

of December 31, 2021
Aerospace                          28  %                     51  %                   $68 million
Work Furniture                     85  %                     25  %                  $101 million


The decrease in fair value for Aerospace, as compared to 2020, is reflective of
industry trends. Demand for fabricated duct assemblies in 2021 was near 2019
levels, but demand for welded and seamless tube products is still well below
pre-pandemic levels. With the lingering impact from pandemic-related disruption
in air travel and resulting buildup of aircraft and supply chain inventories,
the industry is not anticipated to return to 2019 demand levels until 2024.
While there is also a lag in recovery in the Work Furniture reporting unit, we
continue to see steady demand for products sold for residential use, and the
contract market continues to gradually improve as employees return to the
office. We are continuing to monitor all factors impacting these industries. If
the adverse economic impact from the COVID-19 pandemic is longer than expected,
we may not be able to achieve projected performance levels. If actual results of
any of our reporting units materially differ from the assumptions and estimates
used in the goodwill and long-lived asset valuation calculations, we could incur
future impairment charges. These non-cash charges could have a material negative
impact on our earnings.

The annual goodwill impairment testing performed in the second quarter of 2020
resulted in a $25 million non-cash goodwill impairment charge with respect to
our Hydraulic Cylinders reporting unit (which is a part of the Specialized
Products segment) and reflected the complete write-off of the goodwill
associated with this reporting unit.

Our Ability to Borrow under our Credit Facility. In response to the COVID-19
pandemic, in May 2020, we amended our five-year multi-currency $1.2 billion
credit facility to change, among other things, the restrictive financial
covenants. Prior to the pandemic, the leverage ratio of debt to trailing
12-month EBITDA was 4.25 to 1.00 with a single step-down to 3.50 to 1.00 on
March 31, 2020. The ratio was changed in two ways: (i) the calculation of debt
was changed to net debt (debt minus unrestricted cash); and (ii) the ratio was
increased to 4.75 to 1.00 through March 31, 2021, with a 50 basis point step
down each quarter until the ratio reached 3.25 to 1.00 at year end 2021. The
credit facility, including the leverage ratio, was amended again in September
2021. For details on the current terms of the credit facility, please see

Credit Facility on page 50.



Relief under the CARES Act and Foreign Governmental Subsidies. We deferred $19
million of our 2020 payment of employer's Social Security match as provided by
the Coronavirus Aid, Relief, and Economic Security (CARES) Act. Approximately
half was paid in January 2022 in accordance with the holiday schedule for the
December 31, 2021 deferral date. The remaining deferral is anticipated to be
paid in January 2023. We also received $4 million and $21 million in 2021 and
2020, respectively, of government subsidies in our international locations.
These deferrals and subsidies are not expected to have a material impact on our
short- or long-term financial condition, results of operations, liquidity, or
capital resources and do not contain material restrictions on our operations,
sources of funding, or otherwise. In addition, in 2021 we received $5 million of
insurance proceeds from a business interruption claim due to COVID-19 pandemic
disruptions.

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                                                                         PART II
Market Demand

Market demand (including product mix) is impacted by several economic factors,
with consumer confidence being the most significant. Other important factors
include disposable income levels, employment levels, housing turnover, and
interest rates. All of these factors influence consumer spending on durable
goods, and therefore affect demand for our products and components. Some of
these factors also influence business spending on facilities and equipment,
which impacts approximately 20% of our sales.

Raw Material and Labor Costs



Our costs can vary significantly as market prices for raw materials (many of
which are commodities) fluctuate. We typically have short-term commitments from
our suppliers; accordingly, our raw material costs generally move with the
market. Our ability to recover higher costs (through selling price increases) is
crucial. When we experience significant increases in raw material costs, we
typically implement price increases to recover the higher costs. Conversely,
when costs decrease significantly, we generally pass those lower costs through
to our customers. The timing of our price increases or decreases is important;
we typically experience a lag in recovering higher costs, and we also realize a
lag as costs decline.

Steel is our principal raw material. At various times in past years, we have
experienced significant cost fluctuations in this commodity. In most cases, the
major changes (both increases and decreases) were passed through to customers
with selling price adjustments. Over the past few years, we have seen varying
degrees of inflation and deflation in U.S. steel pricing. In 2020, steel costs
deflated modestly through the majority of the year followed by significant
inflation late in the year. Steel costs inflated even further throughout 2021.

As a producer of steel rod, we are also impacted by changes in metal margins
(the difference in the cost of steel scrap and the market price for steel rod).
Throughout 2021, steel rod price increases outpaced steel scrap price increases
resulting in significantly expanded metal margins within the steel industry. If
these expanded metal margins are sustained, our steel rod mill should continue
to experience enhanced profitability.

We have exposure to the cost of chemicals, including TDI, MDI, and polyol. The
cost of these chemicals has fluctuated at times, but we have generally passed
the changes through to our customers. Chemical prices deflated in the first half
of 2020. Inflation began in the second half of the year and continued throughout
2021 as a result of several factors, including robust demand, shortages from
severe weather, supplier production disruptions, port delays, and logistics
challenges. The supply shortages resulted in significant restrictions by
producers, however, supply availability improved in late fourth quarter 2021.

Currently there is a shortage of semiconductors in the automotive industry.
Automotive OEMs and other suppliers have not been able to secure an adequate
supply of semiconductors, and as a result have reduced or completely shut down
their production of some automobiles or parts, which in turn has reduced our
sale of products. Consumer demand remains strong, but the semiconductor shortage
has pushed vehicle inventory to very low levels. Our Automotive Group uses the
semiconductors in seat comfort products, and to a lesser extent in motors and
actuators. Although our Automotive Group has been able to obtain an adequate
supply of semiconductors, we are dependent on our suppliers to deliver these
semiconductors in accordance with our production schedule. A shortage of the
semiconductors, either to us, the automotive OEMs or our suppliers, can disrupt
our operations and our ability to deliver products to our customers.

Shortages in the labor markets in several industries in which we operate have
created challenges in hiring and maintaining adequate workforce levels. Because
of these shortages, we have experienced increased labor costs.

Some facilities have experienced disruptions in logistics necessary to import,
export, or transfer raw materials or finished goods, which has generally
resulted in increased transportation costs that are typically passed through to
our customers. Our supply chains have also been hampered by congested ports and
trucking constraints.

Our other raw materials include woven and nonwoven fabrics and foam scrap. We
have experienced changes in the cost of these materials and generally have been
able to pass them through to 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 must continue providing product
options to our customers that enable them to improve the functionality of their
products and manage their costs, while providing higher profits for our
operations.

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                                                                         PART II
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. 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 innovation, better product quality, and customer
service.

We continue to face pressure from foreign competitors, as some of our customers
source a portion of their components and finished products offshore. In addition
to lower labor rates, foreign competitors benefit (at times) from lower raw
material costs. They may also benefit from currency factors and more lenient
regulatory climates. We typically compete in market segments that value product
differentiation. However, when we do compete on cost, we typically remain price
competitive in most of our business units, even versus many foreign
manufacturers, as a result of our highly efficient operations, automation,
vertical integration in steel rod and wire, logistics and distribution
efficiencies, and large-scale purchasing of raw materials and commodities. We
have also reacted to foreign competition in certain cases by selectively
adjusting prices, developing new proprietary products that help our customers
reduce total costs, and shifting production offshore to take advantage of lower
input costs.

Since 2009, there have been antidumping duty orders on innerspring imports from
China, South Africa, and Vietnam, ranging from 116% to 234%. In September 2019,
the Department of Commerce (DOC) and the International Trade Commission (ITC)
concluded a second sunset review extending the orders for an additional five
years, through October 2024, at which time the DOC and ITC will conduct a third
sunset review to determine whether to extend the orders for an additional five
years.

Antidumping and countervailing duty cases filed by major U.S. steel wire rod
producers have resulted in the imposition of antidumping duties on imports of
steel wire rod from Brazil, China, Belarus, Indonesia, Italy, Korea, Mexico,
Moldova, Russia, South Africa, Spain, Trinidad & Tobago, Turkey, Ukraine, United
Arab Emirates, and the United Kingdom, ranging from 1% to 757%, and
countervailing duties on imports of steel wire rod from Brazil, China, Italy,
and Turkey, ranging from 3% to 193%. In June 2020, the ITC and DOC concluded a
first sunset review, extending the orders on China through June 2025, and in
July 2020, the ITC and DOC concluded a third sunset review, determining to
extend the orders on Brazil, Indonesia, Mexico, Moldova, and Trinidad & Tobago
through August 2025. Duties will continue through December 2022 for Belarus,
Italy, Korea, Russia, South Africa, Spain, Turkey, Ukraine, United Arab
Emirates, and the United Kingdom. At those times, the DOC and the ITC will
conduct sunset reviews to determine whether to extend those orders for an
additional five years.

In September 2018, the Company, along with other domestic mattress producers,
filed petitions with the DOC and the ITC alleging that manufacturers of
mattresses in China were unfairly selling their products in the United States at
less than fair value (dumping) and seeking the imposition of duties on
mattresses imported from China. In October 2019, the DOC made a final
determination assigning duty rates from 57% to 1,732%. In November 2019, the ITC
made a unanimous final determination that domestic mattress producers were
materially injured by reason of the unfairly priced imported mattresses. An
antidumping order on imports of Chinese mattresses will remain in effect through
December 2024, at which time the DOC and ITC will conduct a sunset review to
determine whether to extend the order for an additional five years.

In March 2020, the Company, along with other domestic mattress producers and two
labor unions representing workers at other mattress producers, filed antidumping
petitions with the DOC and the ITC alleging that manufacturers of mattresses in
Cambodia, Indonesia, Malaysia, Serbia, Thailand, Turkey, and Vietnam were
unfairly selling their products in the United States at less than fair value
(dumping) and a countervailing duty petition alleging manufacturers of
mattresses in China were benefiting from subsidies. In March 2021, the DOC made
final determinations, assigning China a countervailing duty rate of 97.78% and
antidumping duty rates on the other seven countries from 2.22% - 763.28%. In
April 2021, the ITC made a unanimous affirmative final determination that
domestic mattress producers were materially injured by reason of the unfairly
priced or subsidized imported mattresses. Accordingly, the agencies instructed
that final antidumping and countervailing duty orders will remain in effect for
five years, through May 2026, at which time the DOC and ITC will conduct a
sunset review to determine whether to extend the order for an additional five
years. Appeals have been filed with the U.S. Court of International Trade as to
the DOC's final determinations of margins for Cambodia, Indonesia, Thailand, and
Vietnam and the ITC's final determination of injury. See   Item 3 Legal
Proceedings   on page 27 for more information.

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                                                                         PART II
Sale of Real Estate

In the second quarter 2021, we sold certain real estate associated with our exited Fashion Bed business in the Bedding Products segment and recognized a gain of approximately $28 million on the transaction.

Change in Method for Valuing Inventories from Last-In, First-Out (LIFO) Cost Method



As of January 1, 2021, we changed our method for valuing certain inventories
(primarily domestic steel-related inventories) to the First-in, First-out (FIFO)
cost method from the LIFO cost method. The effects of this change have been
retrospectively applied to all periods presented. With the change from LIFO to
FIFO, we expect to make tax payments of $21 million, in the aggregate, during
the years 2021-2023 based on current tax rates. The cash outlay in 2021 was
approximately $11 million. See   Note A   to the Consolidated Financial
Statements beginning on page 75 for additional information.

RESULTS OF OPERATIONS-2021 vs. 2020

Consolidated Results

The following table shows the changes in sales and earnings during 2021, and identifies the major factors contributing to the changes from prior year. (Dollar amounts in millions, except per share data)

                         Amount               % 1
Net trade sales:
Year ended December 31, 2020                                             $  

4,280


Divestitures                                                                   (32)                  (1) %
2020 sales excluding divestitures                                           

4,248


  Approximate volume gains                                                     172                    4
  Approximate raw material-related inflation and currency impact               597                   14
Organic sales                                                                  769                   18
Acquisition sales growth                                                        56                    2
Year ended December 31, 2021                                             $   5,073                   19  %

Earnings:


(Dollar amounts, net of tax)
Year ended December 31, 2020                                             $  

253


Gain on sale of real estate                                                 

21


2020 goodwill impairment                                                    

25


2020 restructuring-related charges                                               6

2020 note impairment                                                             6

2020 stock write-off from a prior year divestiture                          

3

Other items, primarily including higher volume, metal margin expansion in our Steel Rod business, and pricing discipline

88


Year ended December 31, 2021                                             $  

402


2020 Earnings Per Diluted Share                                          $  

1.86


2021 Earnings Per Diluted Share                                          $    2.94


  1 Calculations impacted by rounding

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Full-year trade sales increased 19%, to $5,073 million. Organic sales increased
18%, primarily from raw material-related selling price increases of 13%, volume
recovery from pandemic-related sales declines in the first half of 2020 of 4%,
and currency benefit of 1%. Acquisitions, net of divestitures, contributed 1% to
sales growth.

Earnings increased primarily from the impact of higher sales volume, metal
margin expansion in our Steel Rod business, and pricing discipline. As indicated
in the table above, earnings also increased from a gain on the sale of real
estate and the non-recurrence of the goodwill impairment charge,
restructuring-related charges, the impairment charge related to a note
receivable, and the stock write-off associated with a prior year divestiture
that filed bankruptcy in 2020.


Interest and Income Taxes

Net interest expense in 2021 was lower by $6 million compared to the twelve months ended December 31, 2020 primarily due to lower interest rates.

Our worldwide effective income tax rate was 23% in both 2021 and 2020. The following table reflects how our effective income tax rate differs from the statutory federal income tax rate. See Note N on page 109 of the Notes to Consolidated Financial Statements for additional details.



                                                          Year Ended 

December 31


                                                             2021                2020
   Statutory federal income tax rate                                21.0  %     21.0  %
   Increases (decreases) in rate resulting from:
   State taxes, net of federal benefit                               1.5          .8
   Tax effect of foreign operations                                  (.9)       (2.2)
   Global intangible low-taxed income                                 .5         (.3)
   Current and deferred foreign withholding taxes                    2.3         2.7

   Stock-based compensation                                          (.5)        (.6)

   Change in valuation allowance                                       -          .8
   Change in uncertain tax positions, net                              -          .6
   Goodwill impairment                                                 -         1.6
   Other permanent differences, net                                  (.8)       (1.3)
   Other, net                                                        (.2)        (.3)
   Effective tax rate                                               22.9  %     22.8  %



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                                                                         PART II
Segment Results

In the following section we discuss 2021 sales and EBIT (earnings before
interest and taxes) for each of our segments. We provide additional detail about
segment results and a reconciliation of segment EBIT to consolidated EBIT in
  Note F   on page 87 of the Notes to Consolidated Financial Statements.
                                                                                                                        % Change
                                                                                   Change in Sales                      Organic
(Dollar amounts in millions)           2021               2020                   $                    %                 Sales 1
Trade sales
Bedding Products                   $ 2,455.9          $ 2,039.3          $        416.6              20.4  %                  20.3  %
Specialized Products                   998.9              891.2                   107.7              12.1                     10.7
Furniture, Flooring & Textile
Products                             1,617.8            1,349.7                   268.1              19.9                     19.7

Total trade sales                  $ 5,072.6          $ 4,280.2          $        792.4              18.5  %                  18.1  %

                                                                                   Change in EBIT                               EBIT Margins
                                       2021               2020                   $                    %                   2021                  2020
EBIT
Bedding Products                   $   321.3          $   192.4          $        128.9              67.0  %                  13.1  %              9.4  %
Specialized Products                   115.9               92.0                    23.9              26.0                     11.6                10.3
Furniture, Flooring & Textile
Products                               159.5              126.5                    33.0              26.1                      9.9                 9.4
Intersegment eliminations & other        (.7)              (3.4)                    2.7

Total EBIT                         $   596.0          $   407.5          $        188.5              46.3  %                  11.7  %              9.5  %

                                       2021               2020
Depreciation and amortization
Bedding Products                   $   106.8          $   106.7
Specialized Products                    44.8               44.3
Furniture, Flooring & Textile
Products                                24.0               25.5
Unallocated 2                           11.7               12.9
Total depreciation and
amortization                       $   187.3          $   189.4



1 This is the change in sales not attributable to acquisitions or divestitures
in the last 12 months. Refer to the Bedding Products, Specialized Products, and
Furniture, Flooring & Textile Products discussions below for a reconciliation of
the change in total segment sales to organic sales.

2 Unallocated consists primarily of depreciation and amortization on non-operating assets.

Bedding Products

Trade sales increased 20%. Organic sales were up 20%, entirely from raw material-related selling price increases. Volume was flat. Acquisitions and divestitures offset.



EBIT increased $129 million, primarily from higher metal margin in our Steel Rod
business, pricing discipline, the $28 million gain from sale of real estate
associated with our exited Fashion Bed business, and the non-recurrence of the
prior year $8 million impairment related to a note receivable and $3 million
restructuring-related charges, partially offset by production inefficiencies
driven by supply chain constraints and higher transportation costs.

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 Specialized Products

Trade sales increased 12%. Organic sales were up 11%, from a 7% increase in volume and currency benefit of 4%. Acquisitions contributed 1% to sale growth.



EBIT increased $24 million, primarily from higher volume and the non-recurrence
of prior year $25 million goodwill impairment charge in Hydraulic Cylinders and
$4 million restructuring-related charges, partially offset by higher raw
material and transportation costs.

Furniture, Flooring & Textile Products



Trade sales increased 20%. Organic sales were up 20%, from raw material-related
selling price increases of 10%, increased volume of 9%, and currency benefit of
1%.

EBIT increased $33 million, primarily from higher volume, pricing discipline, and non-recurrence of prior year $1 million restructuring-related charges.

RESULTS OF OPERATIONS-2020 vs. 2019



As of January 1, 2021, we changed our method for valuing certain inventories
(primarily domestic steel-related inventories) to the FIFO cost method from the
LIFO cost method. The effects of this change have been retrospectively applied
to all periods presented. See INVENTORIES under   Note A   beginning on page 75
of the Notes to Consolidated Financial Statements for additional information.

Consolidated Results
The following table shows the changes in sales and earnings during 2020, and
identifies the major factors contributing to the changes from prior year.

(Dollar amounts in millions, except per share data)                          Amount               % 1
Net trade sales:
Year ended December 31, 2019                                               $  4,753
Divestitures                                                                    (14)                   -  %
2019 sales excluding divestitures                                           

4,739


Approximate volume losses                                                      (483)                 (10)
Approximate raw material-related inflation and currency impact                  (32)                  (1)
Organic sales                                                                  (515)                 (11)
Acquisition sales growth                                                         56                    1
Year ended December 31, 2020                                               $  4,280                  (10) %

Earnings:


(Dollar amounts, net of tax)
Year ended December 31, 2019                                               $    314
Lower restructuring-related charges ($9 in 2019; $6 in 2020)                      3
Goodwill impairment                                                             (25)
Note impairment                                                                  (6)
Stock write-off from a prior year divestiture                               

(3)

Other items, including COVID-related economic declines, partially offset by fixed cost reductions, lower interest expense, and lower taxes

(30)


Year ended December 31, 2020                                               $    253
2019 Earnings Per Diluted Share                                            $   2.32
2020 Earnings Per Diluted Share                                            

$ 1.86

1 Calculations impacted by rounding


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Full-year trade sales decreased 10%, to $4,280 million, and organic sales
decreased 11%. Volume declined 10%, primarily due to pandemic-related economic
declines and the planned exit of business in Fashion Bed and Drawn Wire which
reduced sales 2%. Raw material-related selling price deflation early in the year
reduced sales by 1%. Acquisitions, net of divestitures, contributed 1% to sales
growth.

As indicated in the table above, earnings decreased from the goodwill impairment
charge, the impairment charge related to a note receivable, and the stock
write-off associated with a prior year divestiture that filed bankruptcy in
2020, partially offset by lower restructuring-related charges. Operationally,
earnings decreased primarily from the impact of lower sales, partially offset by
fixed cost reductions.

Interest and Income Taxes

Net interest expense in 2020 was lower by $4 million compared to the twelve months ended December 31, 2019 primarily due to lower debt levels and interest rates.



Our worldwide effective income tax rate was 23% in 2020, compared to 22% in
2019. The following table reflects how our effective income tax rate differs
from the statutory federal income tax rate. See   Note N   on page 109 of the
Notes to Consolidated Financial Statements for additional details.

                                                          Year Ended 

December 31


                                                             2020                2019
   Statutory federal income tax rate                                21.0  %     21.0  %
   Increases (decreases) in rate resulting from:
   State taxes, net of federal benefit                                .8         1.3
   Tax effect of foreign operations                                 (2.2)       (1.7)
   Global intangible low-taxed income                                (.3)        2.3
   Current and deferred foreign withholding taxes                    2.7         1.3

   Stock-based compensation                                          (.6)       (1.1)

   Change in valuation allowance                                      .8          .4
   Change in uncertain tax positions, net                             .6         (.3)
   Goodwill impairment                                               1.6           -
   Other permanent differences, net                                 (1.3)        (.3)
   Other, net                                                        (.3)        (.7)
   Effective tax rate                                               22.8  %     22.2  %



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 Segment Results

In the following section we discuss 2020 sales and EBIT for each of our segments. We provide additional detail about segment results and a reconciliation of segment EBIT to consolidated EBIT in Note F on page 87 of the Notes to Consolidated Financial Statements.


                                                                                                                          % Change
                                                                                    Change in Sales                       Organic
(Dollar amounts in millions)            2020               2019                   $                    %                  Sales 1
Trade sales
Bedding Products                    $ 2,039.3          $ 2,254.3          $       (215.0)              (9.5) %                 (10.0) %
Specialized Products                    891.2            1,066.8                  (175.6)             (16.5)                   (16.5)
Furniture, Flooring & Textile
Products                              1,349.7            1,431.4                   (81.7)              (5.7)                    (8.1)

Total trade sales                   $ 4,280.2          $ 4,752.5          $       (472.3)              (9.9) %                 (10.9) %

                                                                                     Change in EBIT                               EBIT Margins
                                        2020               2019                   $                    %                    2020                  2019
EBIT
Bedding Products                    $   192.4          $   214.9          $        (22.5)             (10.5) %                   9.4  %              9.5  %
Specialized Products                     92.0              169.9                   (77.9)             (45.9)                    10.3                15.9
Furniture, Flooring & Textile
Products                                126.5              102.3                    24.2               23.7                      9.4                

7.1


Intersegment eliminations & other        (3.4)               (.3)                   (3.1)

Total EBIT                          $   407.5          $   486.8          $        (79.3)             (16.3) %                   9.5  %             10.2  %

                                        2020               2019
Depreciation and amortization
Bedding Products                    $   106.7          $   107.3
Specialized Products                     44.3               41.8
Furniture, Flooring & Textile
Products                                 25.5               25.7
Unallocated 2                            12.9               17.1

Total depreciation and amortization $ 189.4 $ 191.9





1 This is the change in sales not attributable to acquisitions or divestitures
in the last 12 months. Refer to the Bedding Products and Furniture, Flooring &
Textile Products discussions below for a reconciliation of the change in total
segment sales to organic sales.

2 Unallocated consists primarily of depreciation and amortization on non-operating assets.

Bedding Products



Trade sales decreased 9.5%. Acquisitions, net of divestitures, increased sales
.5%. Organic sales were down 10%. Volume decreased 9%, with raw material-related
selling price decreases and negative currency impact reducing sales 1%.

EBIT decreased $23 million, primarily from pandemic-related economic declines,
lower metal margin in our rod mill, and the $8 million impairment related to a
note receivable, partially offset by fixed cost reductions.

Specialized Products

Trade sales were down 16%. Organic sales were down 16%, with volume down 17%. Currency benefit increased sales 1%.


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EBIT decreased $78 million, primarily from pandemic-related economic declines
and a $25 million goodwill impairment charge in Hydraulic Cylinders, partially
offset by fixed cost reductions.

Furniture, Flooring & Textile Products



Trade sales decreased 6%. Organic sales were down 8% and volume decreased 8%,
with raw material-related selling price decreases offset by a currency benefit.
A small Geo Components acquisition completed in December 2019 added 2% to trade
sales.

EBIT increased $24 million, primarily from fixed cost reductions, improved pricing, and lower restructuring-related charges, partially offset by lower volume.




LIQUIDITY AND CAPITALIZATION

Liquidity

With cash on hand, operating cash flow, our commercial paper program and/or our
credit facility, and our ability to obtain debt financing, we believe we have
sufficient funds available to repay maturing debt, as well as support our
ongoing operations, both on a short-term and long-term basis.

Sources of Cash

Cash on Hand



At December 31, 2021, we had cash and cash equivalents of $362 million primarily
invested in interest-bearing bank accounts and in bank time deposits with
original maturities of three months or less. Substantially all of these funds
are held in the international accounts of our foreign operations. During 2021,
2020, and 2019 we brought back $247 million, $188 million, and $279 million of
foreign cash, respectively.

If we were to immediately bring back all our foreign cash to the U.S. in the
form of dividends, we would pay foreign withholding taxes of approximately $19
million. Due to capital requirements in various jurisdictions, approximately $39
million of this cash was inaccessible for repatriation at year end.

Cash from Operations



The primary source of funds for our short-term cash requirements is our cash
generated from operating activities. Earnings and changes in working capital
levels are the two factors that generally have the greatest impact on our cash
from operations.

                     [[Image Removed: leg-20211231_g1.jpg]]

Cash from operation2019 $668 million, 2020 $603 million, 2021 $271 million


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Cash from operations decreased approximately $331 million in 2021, primarily
driven by inflationary impacts and planned working capital investments to
rebuild inventory levels in our Rod, Wire, and U.S. Spring businesses following
severe depletion in 2020.

As of January 1, 2021, we changed our method for valuing certain inventories
(primarily domestic steel-related inventories) to the FIFO cost method from the
LIFO cost method. The effects of this change have been retrospectively applied
to all periods presented. See INVENTORIES under   Note A   beginning on page 75
of the Notes to Consolidated Financial Statements for additional information.

We closely monitor our working capital levels and we ended 2021 with working
capital at 13.7% and adjusted working capital at 13.4% of annualized sales.1 The
table below explains this non-GAAP calculation. We eliminate cash and current
debt maturities from working capital to monitor our operating efficiency and
performance related to trade receivables, inventories, and accounts payable. We
believe this provides a more useful measurement to investors since cash and
current maturities can fluctuate significantly from period to period.
(Dollar amounts in millions)                                        2021                2020
Current assets                                                  $  2,065.3          $  1,658.1
Current liabilities                                                1,335.7             1,006.0
Working capital                                                      729.6               652.1
Cash and cash equivalents                                            361.7               348.9
Current debt maturities and current portion of operating lease
liabilities                                                          345.1                93.3
Adjusted working capital                                        $    713.0          $    396.5
Annualized sales 1                                              $  5,331.6          $  4,728.0
Working capital as a percent of annualized sales                      13.7  %             13.8  %
Adjusted working capital as a percent of annualized sales             13.4  %              8.4  %



1 Annualized sales equal fourth quarter sales ($1,332.9 million in 2021 and
$1,182.0 million in 2020) multiplied by 4. We believe measuring our working
capital against this sales metric is more useful, since efficient management of
working capital includes adjusting those net asset levels to reflect current
business volume.

                                   Three Primary Components of our Working Capital
                                              Amount (in millions)                                 Days
                                           2021           2020       2019                2021       2020      2019
   Trade Receivables                  $    620           $ 535      $ 564      DSO 1        42         47        43

   Inventories                             993             692        676      DIO 2        76         74        67

   Accounts Payable                        614             552        463      DPO 3        53         55        45



1Days sales outstanding: ((beginning of year trade receivables + end of year
trade receivables) ÷ 2) ÷ (net trade sales ÷ number of days in the period)
2Days inventory on hand: ((beginning of year inventory + end of year inventory)
÷ 2) ÷ (cost of goods sold ÷ number of days in the period)
3Days payables outstanding: ((beginning of year accounts payable + end of year
accounts payable) ÷ 2) ÷ (cost of goods sold ÷ number of days in the period)

Trade Receivables - Our trade receivables increased $85 million at December 31,
2021 compared to the prior year and our DSO decreased during 2021. The increase
in accounts receivable was primarily due to raw material-related selling price
increases, and acquisitions represented $18 million of the increase. The DSO in
2020 was higher than both 2021 and 2019 as COVID-19 notably increased DSO in the
first half of 2020, but strong credit discipline drove steady DSO improvement in
the latter half of the year to a more normal level. We reduced our allowance for
doubtful accounts by $3 million during 2021, reflecting lower qualitative risk
compared to 2020 due to improved macroeconomic conditions and continued strong
customer payment trends. We recognized $17 million of bad debt
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                                                                         PART II
expense in 2020; approximately half was associated with elevated
pandemic-related risk across the entire portfolio, and the remaining expense was
related to one Bedding Products segment customer (fully reserving the balances
for this customer, primarily a note receivable). We closely monitor accounts
receivable and collections, including accounts for possible loss. We also
monitor general macroeconomic conditions and other items that could impact the
expected collectability of all customers, or pools of customers with similar
risk. We obtain credit applications, credit reports, bank and trade references,
and periodic financial statements from our customers to establish credit limits
and terms as appropriate. In cases where a customer's payment performance or
financial condition begins to deteriorate or in the event of a customer
bankruptcy, we tighten our credit limits and terms and make appropriate reserves
based upon the facts and circumstances for each individual customer, as well as
pools of similar customers.

Inventories - Our inventories and DIO have both increased notably in the last
two years. Increased inventories were primarily driven by inflationary impacts
(including higher freight costs), stock build to ensure consistent supply to our
customers, and planned investments to rebuild inventory levels in our Rod, Wire,
and U.S. Spring businesses. Softening demand in the bedding market in the fourth
quarter, along with our decision to postpone the reheat furnace replacement at
our steel rod mill until late first quarter of 2022, also contributed to higher
year-end inventories. Acquisitions also added a small amount of inventory. This
resulted in higher levels of inventory at year end and affected our normal
seasonal cash flow cycle. DIO in 2020 increased primarily as a result of lower
cost of goods sold due to lower volumes associated with pandemic-related
economic declines in the first half of the year. Our recent increased inventory
levels are not indicative of slow-moving or potential inventory obsolescence. We
continuously monitor our slower-moving and potentially obsolete inventory
through reports on inventory quantities compared to usage within the previous 12
months. We also utilize cycle counting programs and complete physical counts of
our inventory. When potential inventory obsolescence is indicated by these
controls, we will take charges for write-downs to maintain an adequate level of
reserves.

Accounts Payable - Our accounts payable increased $62 million at December 31,
2021 compared to the prior year and our DPO decreased during 2021. The increase
in accounts payable was primarily related to raw material cost inflation. Our
payment terms did not change meaningfully since last year, and we have continued
to focus on optimizing payment terms with our vendors. We continue to look for
ways to establish and maintain favorable payment terms through our significant
purchasing power and also utilize third-party services that offer flexibility to
our vendors, which in turn helps us manage our DPO as discussed below.

Accounts Receivable and Accounts Payable Programs - We participate in trade
receivables sales programs in combination with third-party banking institutions
and certain customers. Under each of these programs, we sell our entire interest
in the trade receivable for 100% of face value, less a discount. Because control
of the sold receivable is transferred to the buyer at the time of sale, accounts
receivable balances sold are removed from the Consolidated Balance Sheets, and
the related proceeds are reported as cash provided by operating activities in
the Consolidated Statements of Cash Flows. We had approximately $35 million and
$45 million of trade receivables that were sold and removed from our
Consolidated Balance Sheets at December 31, 2021 and 2020, respectively. These
sales reduced our quarterly DSO by roughly three days, and the impact to
operating cash flow was approximately ($10) million and $5 million at
December 31, 2021 and 2020, respectively.

For accounts payable, we have historically looked for ways to optimize payment
terms through utilizing third-party programs that allow our suppliers to be paid
earlier at a discount. While these programs assist us in negotiating payment
terms with our suppliers, we continue to make payments based on our customary
terms. A vendor can elect to take payment from a third party earlier with a
discount, and in that case, we pay the third party on the original due date of
the invoice. Contracts with our suppliers are negotiated independently of
supplier participation in the programs, and we cannot increase payment terms
pursuant to the programs. As such, there is no direct impact on our DPO,
accounts payable, operating cash flows or liquidity. The accounts payable
settled through the third-party programs, which remain on our Consolidated
Balance Sheets, were approximately $130 million and $105 million at December 31,
2021 and 2020, respectively.

While we utilize the above items as tools in our cash flow management, and offer
them as options to facilitate customer and vendor operating cycles, if there
were to be a cessation of these programs, we do not expect it would materially
impact our operating cash flows or liquidity.

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Commercial Paper Program

Another source of funds for our short-term cash requirements is our $1.2 billion
commercial paper program. As of December 31, 2021, we had $1.2 billion available
under the program. For more information on our commercial paper program, see

Commercial Paper Program on page 49.

Credit Facility



Our credit facility is a five-year multi-currency facility providing us the
ability, from time to time, to borrow, repay and re-borrow up to $1.2 billion
until the maturity date, at which time our ability to borrow under the facility
will terminate. The credit facility matures in September 2026. Currently, there
are no borrowings under the credit facility. For more information on our credit
facility, see   Credit Facility   on page 50, and   Note J   on page 94 of the
Notes to Consolidated Financial Statements.

Capital Markets



We also believe that we have the ability to raise debt in the capital markets
which acts as a source of funding of long-term cash requirements. Currently, we
have $2.1 billion of total debt outstanding with maturity dates ranging from
2022 to 2051. For more information, please see   Long-Term Debt   on page 50,
and   Note J   on page 94 of the Notes to Consolidated Financial Statements.


Uses of Cash

Our long-term priorities for use of cash are: fund organic growth including capital expenditures, pay dividends, fund strategic acquisitions, and repurchase stock with available cash.



Capital Expenditures

                     [[Image Removed: leg-20211231_g2.jpg]]

Capital expenditures-2019 $143 million, 2020 $66 million, 2021 $107 million



Total capital expenditures in 2021 were $107 million, reflecting a balance of
investing for the future while controlling our spending. We intend to make
investments to support expansion in businesses and product lines where sales are
profitably growing, for efficiency improvement and maintenance, and for system
enhancements. We expect capital expenditures to approximate $150 million in
2022. Our employee incentive plans emphasize returns on capital, which include
net fixed assets and working capital. This emphasis focuses our management on
asset utilization and helps ensure that we are investing additional capital
dollars where attractive return potential exists.

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Dividends

 [[Image Removed: leg-20211231_g3.jpg]] [[Image Removed: leg-20211231_g4.jpg]]
Dividends Paid-2019 $205 million, 2020 $212 million, 2021 $218 million;
Dividends Declared-2019 $1.58, 2020 $1.60, 2021 $1.66
Dividends are the primary means by which we return cash to shareholders. The
cash usage for dividends in 2022 should approximate $230 million.

Our long-term targeted dividend payout ratio is approximately 50% of adjusted
EPS (which excludes special items such as significant tax law impacts,
impairment charges, restructuring-related charges, divestiture gains, and
litigation accruals/settlements). Continuing our long track record of increasing
the dividend remains a high priority. In 2021, we increased the annual dividend
by $.06 from $1.60 to $1.66 per share. 2021 marked our 50th consecutive annual
dividend increase. We are proud of our dividend record and plan to extend it.

Acquisitions

Our long-term, 6-9% annual revenue growth objective envisions periodic acquisitions. We are seeking strategic acquisitions that complement our current products and capabilities.



In 2019, we acquired two businesses for total consideration of $1.27 billion. In
January 2019, we acquired ECS, a leader in the production of proprietary
specialized foam used primarily for the bedding and furniture industries, for
total consideration of approximately $1.25 billion. In December 2019, we
acquired a small manufacturer and distributor of geosynthetic fabrics, grids and
erosion control products in our Geo Components business unit.

In 2020, we acquired no businesses.



In 2021, we acquired three businesses for total consideration of $153 million.
In January 2021, we acquired a United Kingdom (UK) manufacturer specializing in
metallic ducting systems, flexible joints, and components for the space,
military, and commercial applications for a cash purchase price of $28 million.
In May 2021, we acquired a Polish manufacturer of bent metal tubing for
furniture used in office, residential, and other settings for a cash purchase
price of $5 million. In June 2021, we acquired a specialty foam and finished
mattress manufacturer serving the UK and Irish markets, for a cash purchase
price of $120 million.

Additional details about acquisitions can be found in Note R on page 116 of the Notes to Consolidated Financial Statements.

Stock Repurchases



Stock repurchases are the other means by which we return cash to shareholders.
During the last three years, we repurchased a total of 1 million shares of our
stock and issued 4 million shares (through employee benefit plans and stock
option exercises). Our net stock repurchases were $7 million, $9 million, and $6
million in 2019, 2020, and 2021, respectively. In 2021, we repurchased .25
million shares (at an average price of $46.59) and issued 1 million shares.

We have been authorized by the Board to repurchase up to 10 million shares each year, but we have established no specific repurchase commitment or timetable.


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                                                                         PART II
Short-Term and Long-Term Cash Requirements

In addition to the expected uses of cash discussed above, we have various material short-term (12 months or less) and long-term (more than 12 months) cash requirements as listed below.


                      Cash Requirements                         Short-Term      Long-Term
   (Dollar amounts in millions)
   Current and long-term debt, excluding finance leases 1      $      300      $    1,786

   Operating and finance leases 2                                      51             174
   Purchase obligations 3                                             581               3
   Interest payments 4                                                 76             754
   Deemed repatriation tax payable 5                                    -              28
   Liability for pension benefits 6                                     3              42



1The long-term debt presented above could be accelerated if we were not able to
make the principal and interest payments when due. See   Note     J   on page 94
in the Notes to Consolidated Financial Statements for more information regarding
scheduled maturities of our long-term debt.

2See Note K on page 96 in the Notes to Consolidated Financial Statements for additional information on leases.

3Purchase obligations primarily include open short-term (30-120 days) purchase orders that arise in the normal course of operating our facilities.

4Interest payments assume debt outstanding remains constant with amounts at December 31, 2021 and at rates in effect at the end of the year.



5In addition to the deemed repatriation tax payable we also have deferred income
taxes and other reserves for tax contingencies included in our Consolidated
Balance Sheets. The resolution or settlement of these tax positions with the
taxing authorities is subject to significant uncertainty. We are therefore
unable to make a reliable estimate of the amount or timing of cash that may be
required to settle these matters, or whether the matters will require cash to
settle or resolve.

6See Note M on page 106 in the Notes to Consolidated Financial Statements for additional information on pension benefit plans.



See   Note I   on page 93 of the Notes to Consolidated Financial Statements for
details regarding the accrued expenses and other liabilities reflected on our
Consolidated Balance Sheets.



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Capitalization

Capitalization Table

This table presents key debt and capitalization statistics at the end of the
three most recent years.
(Dollar amounts in millions)                                   2021               2020               2019

Total debt excluding credit facility/commercial paper $ 2,090.3

   $ 1,900.2          $ 2,056.1
Less: Current maturities of long-term debt                     300.6               50.9               51.1
Scheduled maturities of long-term debt                       1,789.7            1,849.3            2,005.0
Average interest rates 1                                         3.7  %             3.7  %             3.6  %
Average maturities in years 1                                   10.8                5.3                6.0
Credit facility/commercial paper 2                                 -                  -               61.5
Weighted average interest rate on year-end balance                 -  %               -  %             2.0  %
Average interest rate during the year                             .2  %             2.0  %             2.6  %
Total long-term debt                                         1,789.7            1,849.3            2,066.5
Deferred income taxes and other liabilities                    533.3              519.6              518.9
Equity                                                       1,648.6            1,425.1            1,341.9
Total capitalization                                       $ 3,971.6          $ 3,794.0          $ 3,927.3
Unused committed credit: 2
Long-term                                                  $ 1,200.0          $ 1,200.0          $ 1,138.5
Short-term                                                         -                  -                  -
Total unused committed credit                              $ 1,200.0

$ 1,200.0 $ 1,138.5



Cash and cash equivalents                                  $   361.7

$ 348.9 $ 247.6

1 These rates include current maturities, but exclude commercial paper to reflect the averages of outstanding debt with scheduled maturities.



2 The unused committed credit amount is based on our revolving credit facility
and commercial paper program which, during all periods presented, had a total
authorized program amount of $1.2 billion. However, our borrowing capacity may
be limited by covenants in our credit facility.


Commercial Paper Program

Amounts outstanding related to our commercial paper program were: (Dollar amounts in millions)

                                  2021               2020               2019
Total program authorized                                  $ 1,200.0

$ 1,200.0 $ 1,200.0

Commercial paper outstanding (classified as long-term debt)

                                                     $       -          $       -          $    61.5
Letters of credit issued under the credit facility                -                  -                  -
Total program usage                                       $       -          $       -          $    61.5



The average and maximum amounts of commercial paper outstanding during 2021 were
$218 million and $545 million, respectively. During the fourth quarter, the
average and maximum amounts outstanding were $268 million and $545 million,
respectively. At quarter end, we had no letters of credit outstanding under the
credit facility, but we had issued $48 million of stand-by letters of credit
under other bank agreements to take advantage of better pricing. Over the
long-term, and subject to our capital needs, market conditions, and alternative
capital market opportunities, we expect to maintain the indebtedness under the
commercial paper program by continuously repaying and reissuing the commercial
paper notes. We view the notes as a source of long-term funds and have
classified the borrowings under the commercial
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                                                                         PART II
paper program as long-term borrowings on our balance sheet. We have the intent
to roll over such obligations on a long-term basis and have the ability to
refinance these borrowings on a long-term basis as evidenced by our $1.2 billion
revolving credit facility maturing in 2026 discussed below.

Credit Facility



Our multi-currency credit facility was amended September 30, 2021 to create more
financial flexibility and matures in September 2026. It provides us the ability,
from time to time subject to certain restrictive covenants and customary
conditions, to borrow, repay, and re-borrow up to $1.2 billion.

Our credit facility contains restrictive covenants which (a) require us to
maintain as of the last day of each fiscal quarter (i) Consolidated Funded
Indebtedness minus the lesser of: (A) Unrestricted Cash, or (B) $750 million to
(ii) Consolidated EBITDA for the four consecutive trailing quarters, such ratio
not being greater than 3.50 to 1.00, provided, however, subject to certain
limitations, if we have made a material acquisition in any fiscal quarter, at
our election, the maximum leverage ratio shall be 4.00 to 1.00 for the fiscal
quarter during which such material acquisition is consummated and the next three
consecutive fiscal quarters; (b) limit the amount of total secured debt to 15%
of our total consolidated assets, and (c) limit our ability to sell, lease,
transfer, or dispose of all or substantially all of our assets and the assets of
our subsidiaries, taken as a whole (other than accounts receivable sold in a
permitted securitization transaction, products sold in the ordinary course of
business and our ability to sell, lease, transfer, or dispose of any of our
assets or the assets of one of our subsidiaries to us or one of our
subsidiaries, as applicable) at any given point in time; each (a), (b), and (c)
above as determined by the terms of our credit agreement, filed with the SEC on
October 1, 2021 as   Exhibit 10.1   to our Current Report on Form 8-K. We were
in compliance with all of our debt covenants at the end of 2021, and expect to
maintain compliance with the debt covenant requirements. For more information
about long-term debt, please see   Note J   on page 94 of the Notes to
Consolidated Financial Statements.

Our credit facility serves as back-up for our commercial paper program. At
December 31, 2021, we had no commercial paper outstanding and had no borrowing
under the credit facility. As our trailing 12-month consolidated EBITDA,
unrestricted cash, and debt levels change, our borrowing capacity increases or
decreases. Based on our trailing 12-month consolidated EBITDA, unrestricted
cash, and debt levels at December 31, 2021, our borrowing capacity under the
credit facility was $1.2 billion. However, this may not be indicative of the
actual borrowing capacity moving forward, which may be materially different
depending on our consolidated EBITDA, unrestricted cash, debt levels, and
leverage ratio requirements at that time.

Prior to the September 2021 amendment, we had additional borrowing capacity
under the credit facility in the form of a five-year term loan facility in the
amount of $500 million, which matured in January 2024. We fully borrowed under
the Term Loan A in January 2019 to finance, in part, the acquisition of ECS. We
paid quarterly principal installments of $12.5 million under the Term Loan A.
Additional principal payments, including a complete early payoff, were allowed
without penalty. On August 31, 2021, we pre-paid the remaining $280 million
outstanding principal under the Term Loan A utilizing borrowings under our
commercial paper program.

Long-Term Debt



We have total debt of $2,090 million of which $300 million is due August 2022.
The maturities of the long-term debt range from 2024 through 2051. For more
details on long-term debt see   Note J   on page 94 of the Notes to Consolidated
Financial Statements.

In March 2019, we issued $500 million aggregate principal amount of notes that
mature in 2029. The notes bear interest at a rate of 4.4% per year, with
interest payable semi-annually in March and September each year. The net
proceeds of these notes were used to repay a portion of the commercial paper
indebtedness incurred to finance the ECS acquisition.

In November 2021, we issued $500 million aggregate principal amount of notes
that mature in 2051. The notes bear interest at a rate of 3.5% per year, with
interest payable semi-annually beginning May 15, 2022. As part of this issuance,
we also unwound $300 million of treasury lock agreements we had entered into
during 2021 at a gain of approximately $10 million, which will be amortized over
the life of the notes. The net proceeds of these notes were used to repay
commercial paper and may be used to repay a portion of the 3.4% Senior Notes due
August 2022.



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                                                                         PART II
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. To do so, we must
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, expenses, and disclosures. If we used different estimates
or judgments our financial statements would change, and some of those changes
could be significant. Our estimates are frequently based upon historical
experience and are considered by management, at the time they are made, to be
reasonable and appropriate. Estimates are adjusted for actual events, as they
occur.

"Critical accounting estimates" are those that are: (a) subject to uncertainty
and change and (b) of material impact to our financial statements. Listed below
are the estimates and judgments which we believe could have the most significant
effect on our financial statements.

We provide additional details regarding our significant accounting policies in

Note A on page 75 of the Notes to Consolidated Financial Statements.



                                                                                 Changes in Estimate and Effect if
Description                            Judgments and Uncertainty                 Actual Results Differ from Assumptions
Goodwill
Goodwill is assessed for               Goodwill is evaluated annually for        We had no goodwill impairments in 2021
impairment annually as of              impairment as of June 30 using a     

or 2019. June 30 and as triggering events quantitative analysis at the occur.

                                 reporting unit level, which is one        The June 2020 review resulted in a
                                       level below our operating segments.       non-cash goodwill impairment charge of
                                                                                 $25 million with respect to our
                                       Judgment is required in the               Hydraulic Cylinders reporting unit,
                                       quantitative analysis. We estimate        which is part of the Specialized
                                       fair value using a combination of:        Products segment. This impairment
                                                                                 charge reflects the complete write-off
                                       (a) A discounted cash flow model          of the goodwill associated with the
                                       that contains uncertainties related       Hydraulic Cylinders reporting unit.
                                       to the forecast of future results,
                                       as many outside economic and              Two reporting units had fair values in
                                       competitive factors can influence         excess of carrying value of less than
                                       future performance. Revenue growth,       100% in 2021 as discussed in
                                       cost of sales, and appropriate              Note         C   on page 83 of the
                                       discount rates are the most               Notes to Consolidated Financial
                                       critical estimates in determining         Statements. At December 31, 2021, we
                                       enterprise values using the cash          had $1.4 billion of goodwill.
                                       flow model.
                                                                                 Information regarding material
                                       (b) The market approach, using            assumptions used to determine if a
                                       price to earnings ratios for              goodwill impairment exists can be
                                       comparable publicly traded                found in   Note A   on page 75 and
                                       companies that operate in the same          Note         C   on page 83 of the
                                       or similar industry and with              Notes to Consolidated Financial
                                       characteristics similar to the            Statements.
                                       reporting unit. Judgment is
                                       required to determine the                 Our assumptions are based on our
                                       appropriate price to earnings             current business strategy in light of
                                       ratio.                                    present industry and economic
                                                                                 conditions, as well as future
                                                                                 expectations. If we are not able to
                                                                                 achieve projected performance levels,
                                                                                 future impairments could be possible.


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                                                                                 Changes in Estimate and Effect if
                                                                                 Actual Results Differ from

Description                             Judgments and Uncertainty                Assumptions
Other Long-Lived Assets
Other long-lived assets are             Impairments of other long-lived          These impairments are
tested for recoverability at year       assets usually occur when major          unpredictable. Impairments did not
end and whenever events or              restructuring activities take            exceed $8 million per year in any
circumstances indicate the              place, or we decide to discontinue       of the last three years.
carrying value may not be               selected products.
recoverable.                                                                

At December 31, 2021, net property,


                                        Our impairment assessments have          plant and equipment was $782
For other long-lived assets we          uncertainties because they require       million, net intangible assets
estimate fair value at the lowest       estimates of future cash flows to        (other than goodwill) was $708
level where cash flows can be           determine if undiscounted cash           million, and operating right-of-use
measured (usually at a branch           flows are sufficient to recover          assets was $193 million.
level).                                 carrying values of these assets.

                                        For assets where future cash flows
                                        are not expected to recover
                                        carrying value, fair value is
                                        estimated which requires an
                                        estimate of market value based
                                        upon asset appraisals for like
                                        assets.
Inventory Reserves
We reduce the carrying value of         Our inventory reserve contains           At December 31, 2021, the reserve
inventories to reflect an               uncertainties because the                for obsolete and slow-moving
estimate of net realizable value        calculation requires management to       inventory was $44 million
for slow-moving (i.e., not              make assumptions about the value         (approximately 4% of inventories).
selling very quickly) and               of products that are obsolete or         This is slightly lower than the
obsolete inventory.                     slow-moving.                        

reserves at December 31, 2020 and


                                                                                 2019, representing approximately 6%
Generally, a reserve is required        Changes in customer behavior and         of inventories. There has been no
when we have more than a 12-month       requirements can cause inventory         change to our policies for
supply of the product.                  to become obsolete or slow-moving.  

establishing reserves, and we do


                                        Restructuring activity and               not expect significant changes to
The calculation also uses an            decisions to narrow product              our historical obsolescence levels.
estimate of the ultimate                offerings also impact the                2021 inventories increased due to
recoverability of items                 estimated net realizable value of        inflation in steel-related raw
identified as slow-moving, based        inventories.                             material prices, higher freight
upon historical experience.                                                 

costs, and stock build to ensure


                                                                                 consistent supply to our customers.
If we have had no sales of a                                                     Our recent increased inventory
given product for 12 months,                                                     levels are not indicative of
those items are generally deemed                                                 slow-moving or potential inventory
to be obsolete with no value and                                            

obsolescence.

are written down completely.


                                                                                 Additions to inventory reserves in
                                                                                 2021 were $14 million, which is
                                                                                 equal to our $14 million three-year
                                                                                 average.





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PART II

Changes in Estimate and Effect if


                                                                                  Actual Results Differ from
Description                             Judgments and Uncertainty           

Assumptions


Credit Losses
For accounts and notes                  Our bad debt reserve contains             A significant change in the
receivable, we estimate a bad           uncertainties because it requires         financial status of a large customer
debt reserve for the amount that        management to estimate the amount         could impact our estimates. However,
will ultimately be uncollectible.       uncollectible based upon an         

we believe we have established


                                        evaluation of several factors such        adequate reserves on our customer
When we become aware of a               as the length of time that          

accounts.


specific customer's potential           receivables are past due, the             Our bad debt expense has fluctuated
inability to pay, we record a bad       financial health of the customer,         over the last three years: ($3)
debt reserve for the amount we          industry and macroeconomic                million in 2021, $17 million in
believe may not be collectible.         considerations, and historical loss       2020, and $3 million in 2019. The
We also monitor general                 experience.                               2021 expense decrease reflects lower
macroeconomic conditions and                                                      qualitative risk compared to 2020
other items that could impact the       Our customers are diverse and many        due to improved macroeconomic
expected collectibility of all          are small-to-medium sized                 conditions and continued strong
customers or pools of customers         companies, with some being highly         customer payment trends.
with similar risk.                      leveraged. Bankruptcy can occur           The expense for 2020 was impacted by
                                        with some of these customers              one account that is now fully
                                        relatively quickly and with little        reserved at $23 million, including
                                        warning.                                  $22 million of a note receivable and
                                                                                  $1 million for a trade account
                                        In cases where a customer's payment       receivable ($9 million in 2020), as
                                        performance or financial condition        discussed in   Note H   on page 92
                                        begins to deteriorate, we tighten         of the Notes to Consolidated
                                        our credit limits and terms and           Financial Statements.
                                        make appropriate reserves when            2020's expense was also impacted by
                                        deemed necessary. Certain of our          pandemic-related economic declines.
                                        customers have from time to time          Although we have not experienced
                                        experienced bankruptcy, insolvency,       significant issues with customer
                                        and/or an inability to pay their          payment performance during this
                                        debts to us as they come due. If          time, the effects of the pandemic
                                        our customers suffer significant          have adversely impacted the
                                        financial difficulty, they may be         operations of many of our customers,
                                        unable to pay their debts to us           which have and could further impact
                                        timely or at all, they may reject         their ability to pay their debts to
                                        their contractual obligations to us       us. As a result, we increased the
                                        under bankruptcy laws or otherwise,       reserves on trade accounts
                                        or we may have to negotiate               receivable in 2020 to reflect this
                                        significant discounts and/or extend       increased risk but decreased this
                                        financing terms with these                reserve in 2021 as conditions
                                        customers.                                improved.
                                                                                  Excluding the note receivable
                                                                                  discussed above, the average annual
                                                                                  amount of bad debt expense
                                                                                  associated with trade accounts
                                                                                  receivable was less than $4 million
                                                                                  (significantly less than 1% of
                                                                                  annual net trade sales) over the
                                                                                  last three years. At December 31,
                                                                                  2021, our allowances for doubtful
                                                                                  trade accounts receivable were
                                                                                  $15 million (less than 3% of our
                                                                                  trade receivables of $635 million).






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                                                                                   Changes in Estimate and Effect if
                                                                                   Actual Results Differ from
Description                              Judgments and Uncertainty          

Assumptions



Pension Accounting
For our pension plans, we must           The pension liability calculation         Our US plans represent
estimate the cost of benefits to         contains uncertainties because it         approximately 84% of our pension
be provided (well into the future)       requires management's judgment.           benefit obligations.
and the current value of those           Assumptions used to measure our
benefit obligations.                     pension liabilities and pension           Each 25 basis point decrease in the
                                         expense annually include:                 discount rate for our U.S. plans
                                                                                   increases pension expense by $.6
                                          - the discount rate used to              million and increases the plans'
                                         calculate the present value of            benefit obligations by
                                         future benefits                           $8.6 million.
                                          - an estimate of expected return
                                         on pension assets based upon the          Each 25 basis point reduction in
                                         mix of investments held (bonds and        the expected return on assets for
                                         equities)                                 our U.S. plans would increase
                                          - certain employee-related               pension expense by $.4 million, but
                                         factors, such as turnover,                have no effect on the plans' funded
                                         retirement age, and mortality.            status.
                                         Mortality assumptions represent our
                                         best estimate of the duration of
                                         future benefit payments at the
                                         measurement date. These estimates
                                         are based on each plan's
                                         demographics and other relevant
                                         facts and circumstances
                                          - the rate of salary increases
                                         where benefits are based on
                                         earnings.

Contingencies
We evaluate various legal,               Our disclosure and accrual of loss        We have recorded a litigation
environmental, and other potential       contingencies (i.e., losses that          contingency accrual of $1 million
claims against us to determine if        may or may not occur) contain             or less at the end of each year for
an accrual or disclosure of the          uncertainties because they are            the last three years. There were no
contingency is appropriate. If it        based on our assessment of the            material adjustments to the
is probable that an ultimate loss        probability that the expenses will        accrual, including cash payments
will be incurred and reasonably          actually occur and our reasonable         and expense, for each of the years
estimable, we accrue a liability         estimate of the likely cost. Our          ended December 31, 2021, 2020, and
for the estimate of the loss.            estimates and judgments are               2019, respectively. See   Note T
                                         subjective and can involve matters        on page 119 of the Notes to
                                         in litigation, the results of which       Consolidated Financial Statements
                                         are generally unpredictable.              for additional information.



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                                                                         PART II

                                                                           

Changes in Estimate and Effect if


                                                                                    Actual Results Differ from
Description                                Judgments and Uncertainty        

Assumptions

Income Taxes In the ordinary course of business, Our tax liability for unrecognized Changes in U.S. and foreign tax we must make estimates of the tax tax benefits contains

                    laws could impact assumptions
treatment of many transactions, even       uncertainties because management         related to the taxation and
though the ultimate tax outcome may        is required to make assumptions          repatriation of certain foreign
remain uncertain for some                  and to apply judgment to 

estimate earnings. time. These estimates become part of the exposures related to our the annual income tax expense

              various filing positions.                Audits by various taxing
reported in our financial                                                           authorities continue as governments
statements. Subsequent to year end,        Our effective tax rate is also           look for ways to raise additional
we finalize our tax analysis and           impacted by changes in tax laws,         revenue. Based upon past audit
file income tax returns. Tax               the current mix of earnings by           experience, we do not expect any
authorities periodically audit these       taxing jurisdiction, and the             material changes to our tax
income tax returns and examine our         results of current tax audits and        liability as a result of this audit
tax filing positions, including            assessments.                             activity; however, we could incur
(among other things) the timing and                                                 additional tax expense if we have
amounts of deductions, and the             At December 31, 2021 and 2020, we        audit adjustments higher than
allocation of income among tax             had $13 million and $14 million,         recent historical experience.
jurisdictions. If necessary, we            respectively, of net deferred 

tax


adjust income tax expense in our           assets on our balance sheet,             The likelihood of recovery of net
financial statements in the periods        primarily related to net operating       operating losses and other tax
in which the actual outcome becomes        losses and other tax                     carryforwards has been closely
more certain.                              carryforwards. The ultimate              evaluated and is based upon such
                                           realization of these deferred tax        factors as the time remaining
                                           assets is dependent upon the             before expiration, viable tax
                                           amount, source, and timing of            planning strategies, and future
                                           future taxable income. In cases          taxable earnings expectations. We
                                           where we believe it is more likely       believe that appropriate valuation
                                           than not that we may not realize         allowances have been recorded as
                                           the future potential tax benefits,       necessary. However, if earnings
                                           we establish a valuation allowance       expectations or other assumptions
                                           against them.                            change such that additional
                                                                                    valuation allowances are required,
                                                                                    we could incur additional tax
                                                                                    expense. Likewise, if fewer
                                                                                    valuation allowances are needed, we
                                                                                    could incur reduced tax expense.




CONTINGENCIES

For contingencies related to the impact of the COVID-19 pandemic on our business, please see "COVID-19 Impacts on our Business" on page 33.

Litigation

Accruals for Probable Losses



We are exposed to litigation contingencies that, if realized, could have a
material negative impact on our financial condition, results of operations, and
cash flows. Although we deny liability in all currently threatened or pending
litigation proceedings in which we are or may be a party, and believe we have
valid bases to contest all claims made against us, we have recorded a litigation
contingency accrual for our reasonable estimate of probable loss for pending and
threatened litigation proceedings, in aggregate, of $1.0 million, $.5 million,
and $.7 million at December 31, 2021, 2020, and 2019, respectively. There were
no material adjustments to the accrual, including cash payments and expense, for
each of the years ended December 31, 2021, 2020, and 2019, respectively. The
accruals do not include accrued expenses related to workers' compensation,
vehicle-related personal injury, product and general liability claims, taxation
issues, and environmental matters, some of which may contain a portion of
litigation expense. However, any litigation expense associated with these
categories is not anticipated to have a material effect on our financial
condition, results of operations, or cash flows. For

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more information regarding accrued expenses, see Note I under "Accrued expenses" on page 93 of the Notes to Consolidated Financial Statements.

Reasonably Possible Losses in Excess of Accruals



Although there are a number of uncertainties and potential outcomes associated
with all of our pending or threatened litigation proceedings, we believe, based
on current known facts, that additional losses, if any, are not expected to
materially affect our consolidated financial position, results of operations, or
cash flows. However, based upon current known facts, as of December 31, 2021,
aggregate reasonably possible (but not probable, and therefore not accrued)
losses in excess of the accruals noted above are estimated to be $10 million. If
our assumptions or analyses regarding these contingencies are incorrect, or if
facts change, we could realize losses in excess of the recorded accruals (and in
excess of the $10 million referenced above), which could have a material
negative impact on our financial condition, results of operations, and cash
flows.

For more information regarding litigation contingencies, please refer to Note T on page 119 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Climate Change

Change in Laws, Policies, and Regulations



Many scientists, legislators, and others attribute global warming to increased
levels of greenhouse gas emissions, including carbon dioxide, which has led to
significant legislative and regulatory efforts to limit such emissions. At
December 31, 2021, we had 131 production facilities worldwide. Some of our
facilities are engaged in manufacturing processes that produce greenhouse gas
emissions, including carbon dioxide. We also maintain a fleet of over-the-road
tractor trailers that emit greenhouse gases. Our manufacturing facilities are
primarily located in North America, Europe, and Asia. There continues to be a
lack of consistent climate legislation in the jurisdictions in which we operate,
which creates economic and regulatory uncertainty. To the extent our customers
are subject to any of these or other similar proposed or newly enacted laws and
regulations, additional costs by customers to comply with such laws and
regulations could impact their ability to operate at similar levels in certain
jurisdictions, which could adversely impact their demand for our products and
services. Also, if these laws or regulations impose significant operational
restrictions and compliance requirements on us, they could increase costs
associated with our operations, including costs for raw materials and
transportation. Non-compliance with climate change legislative and regulatory
requirements could also negatively impact our reputation. To date, however, we
have not experienced a material impact from climate change legislative and
regulatory efforts.

Indirect Consequences of Climate-Related Business Trends



We have experienced (due to severe weather impacts) supply shortages in
chemicals which have restricted foam supply. The restriction of foam supply has
constrained overall mattress production in the bedding industry and has reduced
our production levels. The cost of chemicals and foam has also increased due to
the shortages. Also, severe weather impacts could have a negative effect on our
customers' payments which could result in increased bad debt expense.

Physical Effects of Climate Change

We have experienced increased property insurance premiums, in part, due to enhanced weather-related risks, but this increase in premiums has not had a material impact on our results of operations or financial condition.

Compliance Costs Related to Climate Change



To date, we have not experienced a material increase in climate-related
compliance costs. However, evaluating opportunities to reduce our carbon
footprint, setting goals for carbon reduction, and measuring performance in
achieving those goals will be part of our environmental, sustainability, and
governance strategy moving forward. We are currently working on completing our
first greenhouse gas emissions inventory. Once complete, this baseline
measurement will inform a long-term greenhouse gas (GHG) reduction strategy,
including setting reduction targets and other key areas of
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                                                                         PART II
performance. This inventory, with a base year of 2019, will cover three years of
data and include Scope 1 and Scope 2 carbon dioxide equivalent emissions. The
inventory will be prepared consistent with the GHG Protocol Corporate Accounting
and Reporting Standard. We currently do not have an estimate of the capital
expenditures or operating costs that may be required to implement our GHG
reduction strategies.

Cybersecurity Risks



We rely on information systems to obtain, process, analyze, and manage data, as
well as to facilitate the manufacture and distribution of inventory to and from
our facilities. We receive, process, and ship orders, manage the billing of and
collections from our customers, and manage the accounting for and payment to our
vendors. We have a formal process in place for both incident response and
cybersecurity continuous improvement that includes a cross-functional
Cybersecurity Oversight Committee. Members of the Cybersecurity Oversight
Committee update the Board quarterly on cyber activity, with procedures in place
for interim reporting if necessary.

Although we have not experienced any material cybersecurity incidents, we have
enhanced our cybersecurity protection efforts over the last few years. We use a
third party to periodically benchmark our information security program against
the National Institute of Standards and Technology's Cybersecurity Framework. We
provide quarterly cybersecurity training for employees with access to our email
and data systems, and we have purchased broad form cyber insurance coverage.
However, because of risk due to the COVID-19 pandemic regarding increased remote
access, remote work conditions, and associated strain on employees, technology
failures or cybersecurity breaches could still create system disruptions or
unauthorized disclosure of confidential information. We cannot be certain that
the attacker's capabilities will not compromise our technology protecting
information systems. If these systems are interrupted or damaged by any incident
or fail for any extended period of time, then our results of operations could be
adversely affected. We may incur remediation costs, increased cybersecurity
protection costs, lost revenues resulting from unauthorized use of proprietary
information, litigation and legal costs, reputational damage, damage to our
competitiveness, and negative impact on stock price and long-term shareholder
value.

NEW ACCOUNTING STANDARDS

The FASB has issued accounting guidance effective for current and future periods. See Note A on page 75 of the Notes to Consolidated Financial Statements for a more complete discussion.


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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.



(Unaudited)
(Dollar amounts in millions)

Interest Rates

The table below provides information about the Company's debt obligations
sensitive to changes in interest rates. Substantially all of the debt shown in
the table below is denominated in United States dollars. The fair value of fixed
rate debt was approximately $130 million greater than carrying value at
December 31, 2021 and approximately $170 million greater than carrying value at
December 31, 2020. The fair value of the fixed rate debt was based on quoted
prices in an active market. The fair value of variable rate debt is not
significantly different from its recorded amount.

Long-term debt as of                                          Scheduled Maturity Date
December 31,                   2022            2023            2024            2025           2026          Thereafter            2021               2020
Principal fixed rate debt   $ 300.0          $   -          $ 300.0          $   -          $   -          $ 1,500.0          $ 2,100.0          $ 1,600.0
Average stated interest
rate                           3.40  %           -             3.80  %           -              -               3.80  %            3.74  %            3.82  %
Principal variable rate           -              -                -              -              -                3.8                3.8              308.8
debt

Unamortized discounts and
deferred loan costs                                                                                                               (17.7)             (12.7)
Commercial Paper 1                                                                                                                    -                  -
Miscellaneous debt,
primarily finance leases                                                                                                            4.2                4.1
Total debt                                                                                                                      2,090.3            1,900.2
Less: current maturities                                                                                                          300.6               50.9
Total long-term debt                                                                                                          $ 1,789.7          $ 1,849.3

1The weighted average interest rate for the average net commercial paper outstanding activity during the years ended December 31, 2021 and 2020 was .2% and 2.0%, respectively.

Derivative Financial Instruments



The Company is subject to market and financial risks related to interest rates
and foreign currency. 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 using
derivative instruments. Information regarding cash flow hedges (including
interest rate hedges) and fair value hedges is provided in   Note S   beginning
on page 117 of the Notes to Consolidated Financial Statements and is
incorporated by reference into this section.

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                                                                         PART II
Investment in Foreign Subsidiaries

We view our investment in foreign subsidiaries as a long-term commitment. This
investment may take the form of either permanent capital or notes. Our net
investment (i.e., total assets less total liabilities subject to translation
exposure) in foreign operations with functional currencies other than the U.S.
dollar at December 31 is as follows:
           Functional Currency (amounts in millions)          2021          2020
           European Currencies 1                           $   528.4      $ 382.1
           Chinese Yuan                                        269.9        260.9
           Canadian Dollar                                     218.6        210.5
           Mexican Peso                                         47.1         38.6
           Other                                                67.8         59.9
           Total                                           $ 1,131.8      $ 952.0



 1 We acquired three European companies in 2021. Information regarding these
acquisitions is provided in   Note R   beginning on page 116 of the Notes to
Consolidated Financial Statements and is incorporated by reference into this
section.

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