|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended August 24, 2012
|
or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan
|
|
38-0819050
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. employer identification no.)
|
901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
|
|
49508
(Zip Code)
|
|
|
|
|
Large accelerated filer
o
|
Accelerated filer
þ
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
STEELCASE INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2012
INDEX
|
||
|
|
Page No.
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 1.
|
Financial Statements:
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)
|
|||||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
August 24,
2012 |
|
August 26,
2011 |
August 24,
2012 |
|
August 26,
2011 |
|||||||||
Revenue
|
$
|
744.9
|
|
|
$
|
700.5
|
|
|
$
|
1,420.1
|
|
|
$
|
1,339.9
|
|
Cost of sales
|
513.4
|
|
|
487.9
|
|
|
987.5
|
|
|
934.2
|
|
||||
Restructuring costs
|
3.4
|
|
|
11.4
|
|
|
8.5
|
|
|
21.4
|
|
||||
Gross profit
|
228.1
|
|
|
201.2
|
|
|
424.1
|
|
|
384.3
|
|
||||
Operating expenses
|
181.0
|
|
|
174.9
|
|
|
357.7
|
|
|
343.1
|
|
||||
Restructuring costs
|
0.3
|
|
|
0.9
|
|
|
0.3
|
|
|
0.8
|
|
||||
Operating income
|
46.8
|
|
|
25.4
|
|
|
66.1
|
|
|
40.4
|
|
||||
Interest expense
|
(4.6
|
)
|
|
(7.6
|
)
|
|
(9.1
|
)
|
|
(16.0
|
)
|
||||
Investment income (loss)
|
1.3
|
|
|
(2.6
|
)
|
|
2.4
|
|
|
0.3
|
|
||||
Other income, net
|
1.7
|
|
|
—
|
|
|
5.5
|
|
|
2.0
|
|
||||
Income before income tax expense
|
45.2
|
|
|
15.2
|
|
|
64.9
|
|
|
26.7
|
|
||||
Income tax expense
|
15.7
|
|
|
3.3
|
|
|
22.2
|
|
|
7.3
|
|
||||
Net income
|
$
|
29.5
|
|
|
$
|
11.9
|
|
|
$
|
42.7
|
|
|
$
|
19.4
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
$
|
0.14
|
|
Dividends declared and paid per common share
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
0.18
|
|
|
$
|
0.12
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
August 24,
2012 |
|
August 26,
2011 |
August 24,
2012 |
|
August 26,
2011 |
|||||||||
Net income
|
$
|
29.5
|
|
|
$
|
11.9
|
|
|
$
|
42.7
|
|
|
$
|
19.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments, net of taxes
|
0.6
|
|
|
—
|
|
|
0.7
|
|
|
(0.1
|
)
|
||||
Minimum pension liability, net of taxes
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(3.0
|
)
|
|
(3.3
|
)
|
||||
Derivative adjustments, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Foreign currency translation adjustments
|
2.9
|
|
|
0.1
|
|
|
(12.4
|
)
|
|
3.7
|
|
||||
Total other comprehensive income (loss)
|
2.0
|
|
|
(1.2
|
)
|
|
(14.7
|
)
|
|
0.2
|
|
||||
Comprehensive income
|
$
|
31.5
|
|
|
$
|
10.7
|
|
|
28.0
|
|
|
19.6
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)
|
|||||||
|
|
|
|
||||
|
August 24,
2012 |
|
February 24,
2012 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
103.2
|
|
|
$
|
112.1
|
|
Short-term investments
|
52.2
|
|
|
79.1
|
|
||
Accounts receivable, net of allowances of $16.6 and $19.6
|
333.4
|
|
|
271.4
|
|
||
Inventories
|
142.2
|
|
|
139.5
|
|
||
Deferred income taxes
|
55.5
|
|
|
42.4
|
|
||
Other current assets
|
49.1
|
|
|
57.6
|
|
||
Total current assets
|
735.6
|
|
|
702.1
|
|
||
Property, plant and equipment, net of accumulated depreciation of $1,211.0 and $1,215.3
|
341.8
|
|
|
346.9
|
|
||
Company-owned life insurance
|
232.1
|
|
|
227.6
|
|
||
Deferred income taxes
|
92.5
|
|
|
120.0
|
|
||
Goodwill
|
179.8
|
|
|
176.6
|
|
||
Other intangible assets, net
|
17.7
|
|
|
18.8
|
|
||
Other assets
|
99.6
|
|
|
96.5
|
|
||
Total assets
|
$
|
1,699.1
|
|
|
$
|
1,688.5
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
225.9
|
|
|
$
|
191.3
|
|
Short-term borrowings and current maturities of long-term debt
|
4.1
|
|
|
2.6
|
|
||
Accrued expenses:
|
|
|
|
|
|
||
Employee compensation
|
98.0
|
|
|
123.0
|
|
||
Employee benefit plan obligations
|
19.3
|
|
|
22.6
|
|
||
Other
|
136.5
|
|
|
122.4
|
|
||
Total current liabilities
|
483.8
|
|
|
461.9
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Long-term debt less current maturities
|
287.8
|
|
|
288.9
|
|
||
Employee benefit plan obligations
|
159.6
|
|
|
161.1
|
|
||
Other long-term liabilities
|
79.6
|
|
|
80.5
|
|
||
Total long-term liabilities
|
527.0
|
|
|
530.5
|
|
||
Total liabilities
|
1,010.8
|
|
|
992.4
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock
|
—
|
|
|
1.1
|
|
||
Additional paid-in capital
|
20.9
|
|
|
32.6
|
|
||
Accumulated other comprehensive income (loss)
|
(13.9
|
)
|
|
0.8
|
|
||
Retained earnings
|
681.3
|
|
|
661.6
|
|
||
Total shareholders’ equity
|
688.3
|
|
|
696.1
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,699.1
|
|
|
$
|
1,688.5
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
|
|||||||
|
Six Months Ended
|
||||||
|
August 24,
2012 |
|
August 26,
2011 |
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
42.7
|
|
|
$
|
19.4
|
|
Depreciation and amortization
|
27.4
|
|
|
27.6
|
|
||
Changes in cash surrender value of company-owned life insurance
|
(4.5
|
)
|
|
0.9
|
|
||
Changes in deferred income taxes
|
11.8
|
|
|
(2.9
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions and divestiture:
|
|
|
|
|
|
||
Accounts receivable, inventories and accounts payable
|
(33.7
|
)
|
|
(22.4
|
)
|
||
Employee compensation liabilities
|
(26.3
|
)
|
|
(38.1
|
)
|
||
Other assets and liabilities
|
(2.1
|
)
|
|
(20.8
|
)
|
||
Other
|
13.9
|
|
|
33.2
|
|
||
Net cash provided by (used in) operating activities
|
29.2
|
|
|
(3.1
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(25.8
|
)
|
|
(29.0
|
)
|
||
Proceeds from disposal of fixed assets
|
14.1
|
|
|
0.4
|
|
||
Purchases of short-term investments
|
(14.3
|
)
|
|
(158.2
|
)
|
||
Liquidations of short-term investments
|
41.7
|
|
|
456.4
|
|
||
Acquisitions
|
(4.9
|
)
|
|
(18.7
|
)
|
||
Other
|
(6.0
|
)
|
|
7.8
|
|
||
Net cash provided by investing activities
|
4.8
|
|
|
258.7
|
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
||
Repayments of long-term debt
|
(1.5
|
)
|
|
(253.2
|
)
|
||
Dividends paid
|
(23.0
|
)
|
|
(16.0
|
)
|
||
Common stock repurchases
|
(19.4
|
)
|
|
(23.1
|
)
|
||
Other
|
1.9
|
|
|
(1.2
|
)
|
||
Net cash used in financing activities
|
(42.0
|
)
|
|
(293.5
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.9
|
)
|
|
0.1
|
|
||
Net decrease in cash and cash equivalents
|
(8.9
|
)
|
|
(37.8
|
)
|
||
Cash and cash equivalents, beginning of period
|
112.1
|
|
|
142.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
103.2
|
|
|
$
|
104.4
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
NEW ACCOUNTING STANDARDS
|
3.
|
CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS
|
4.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Computation of Earnings per Share
|
August 24,
2012 |
|
August 26,
2011 |
August 24,
2012 |
|
August 26,
2011 |
|||||||||
Net income
|
$
|
29.5
|
|
|
$
|
11.9
|
|
|
$
|
42.7
|
|
|
$
|
19.4
|
|
Adjustment for earnings attributable to participating securities
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
||||
Net income used in calculating earnings per share
|
$
|
29.1
|
|
|
$
|
11.7
|
|
|
$
|
42.1
|
|
|
$
|
19.1
|
|
Weighted-average common shares outstanding including participating securities (in millions)
|
127.1
|
|
|
133.2
|
|
|
127.9
|
|
|
133.6
|
|
||||
Adjustment for participating securities (in millions)
|
(1.8
|
)
|
|
(2.3
|
)
|
|
(1.9
|
)
|
|
(2.2
|
)
|
||||
Shares used in calculating basic earnings per share (in millions)
|
125.3
|
|
|
130.9
|
|
|
126.0
|
|
|
131.4
|
|
||||
Effect of dilutive stock-based compensation (in millions)
|
0.6
|
|
|
0.4
|
|
|
0.5
|
|
|
0.4
|
|
||||
Shares used in calculating diluted earnings per share (in millions)
|
125.9
|
|
|
131.3
|
|
|
126.5
|
|
|
131.8
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
$
|
0.14
|
|
Total common shares outstanding at period end (in millions)
|
125.1
|
|
|
130.2
|
|
|
125.1
|
|
|
130.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Antidilutive options and performance units excluded from computation of diluted earnings per share (in millions)
|
0.9
|
|
|
2.3
|
|
|
0.9
|
|
|
2.3
|
|
5.
|
FAIR VALUE
|
|
August 24, 2012
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
103.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103.2
|
|
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
24.5
|
|
|
—
|
|
|
24.5
|
|
||||
U.S. agency debt securities
|
—
|
|
|
26.0
|
|
|
—
|
|
|
26.0
|
|
||||
U.S. government debt securities
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Other investments
|
3.5
|
|
|
0.6
|
|
|
—
|
|
|
4.1
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
13.5
|
|
|
13.5
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||
|
$
|
107.8
|
|
|
$
|
53.1
|
|
|
$
|
17.6
|
|
|
$
|
178.5
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
February 24, 2012
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
112.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112.1
|
|
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
47.8
|
|
|
—
|
|
|
47.8
|
|
||||
U.S. agency debt securities
|
—
|
|
|
27.7
|
|
|
—
|
|
|
27.7
|
|
||||
U.S. government debt securities
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
Asset backed securities
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Municipal debt securities
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Other investments
|
3.5
|
|
|
0.3
|
|
|
—
|
|
|
3.8
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
12.9
|
|
|
12.9
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||
|
$
|
117.1
|
|
|
$
|
78.5
|
|
|
$
|
17.0
|
|
|
$
|
212.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
Roll-Forward of Fair Value Using Level 3 Inputs
|
Auction Rate Securities
|
|
Canadian
Asset-Backed
Commercial
Paper
Restructuring Notes
|
||||
Balance as of February 24, 2012
|
$
|
12.9
|
|
|
$
|
4.1
|
|
Unrealized gain on investments
|
0.6
|
|
|
—
|
|
||
Other-than-temporary impairments
|
—
|
|
|
—
|
|
||
Balance as of August 24, 2012
|
$
|
13.5
|
|
|
$
|
4.1
|
|
6.
|
INVENTORIES
|
Inventories
|
August 24,
2012 |
|
February 24,
2012 |
||||
Raw materials
|
$
|
57.1
|
|
|
$
|
59.1
|
|
Work-in-process
|
18.8
|
|
|
18.2
|
|
||
Finished goods
|
88.0
|
|
|
84.0
|
|
||
|
163.9
|
|
|
161.3
|
|
||
Less LIFO reserve
|
21.7
|
|
|
21.8
|
|
||
|
$
|
142.2
|
|
|
$
|
139.5
|
|
7.
|
STOCK INCENTIVE PLAN
|
|
2013 Awards
|
2012 Awards
|
2011 Awards
|
|||
Three-year risk-free interest rate (1)
|
0.5
|
%
|
1.4
|
%
|
1.7
|
%
|
Expected term
|
3 years
|
|
3 years
|
|
3 years
|
|
Estimated volatility (2)
|
49.8
|
%
|
50.9
|
%
|
49.2
|
%
|
(1)
|
Based on the U.S. government bond benchmark on the grant date.
|
(2)
|
Represents the historical price volatility of the Company’s common stock for the three-year period preceding the grant date.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
Performance Units
|
August 24,
2012 |
August 26,
2011 |
August 24,
2012 |
August 26,
2011 |
||||||||||||
Expense
|
$
|
0.7
|
|
|
$
|
1.2
|
|
|
$
|
4.1
|
|
|
$
|
6.1
|
|
|
Tax benefit
|
0.3
|
|
|
0.5
|
|
|
1.6
|
|
|
2.4
|
|
|
Maximum Number of Shares That May Be Issued Under Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value per Unit
|
|||
Nonvested as of February 24, 2012 (1)
|
2,529,690
|
|
$
|
12.00
|
|
Granted
|
1,080,940
|
|
11.92
|
|
|
Forfeited
|
(320,600
|
)
|
11.98
|
|
|
Nonvested as of August 24, 2012 (1)
|
3,290,030
|
|
$
|
11.97
|
|
(1)
|
Total nonvested includes
194,750
units as of February 24, 2012 and
169,750
units as of August 24, 2012 which represent the
25.0%
portion of the awards granted in 2011 which are not subject to performance conditions. The reduction is due to the forfeiture of units during 2013.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
Restricted Stock Units
|
August 24,
2012 |
August 26,
2011 |
August 24,
2012 |
August 26,
2011 |
||||||||||||
Expense
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
$
|
2.2
|
|
|
$
|
1.8
|
|
|
Tax benefit
|
0.2
|
|
|
0.2
|
|
|
0.8
|
|
|
0.7
|
|
|
Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value
per Unit
|
|||
Nonvested as of February 24, 2012
|
880,837
|
|
$
|
8.70
|
|
Granted
|
253,922
|
|
8.96
|
|
|
Vested
|
(23,832
|
)
|
5.76
|
|
|
Forfeited
|
(36,700
|
)
|
10.30
|
|
|
Nonvested as of August 24, 2012
|
1,074,227
|
|
$
|
8.77
|
|
8.
|
REPORTABLE SEGMENTS
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Reportable Segment Statement of Operations Data
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
531.9
|
|
|
$
|
485.7
|
|
|
$
|
1,006.5
|
|
|
$
|
894.2
|
|
EMEA
|
138.6
|
|
|
133.8
|
|
|
266.1
|
|
|
287.7
|
|
||||
Other
|
74.4
|
|
|
81.0
|
|
|
147.5
|
|
|
158.0
|
|
||||
|
$
|
744.9
|
|
|
$
|
700.5
|
|
|
$
|
1,420.1
|
|
|
$
|
1,339.9
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
60.7
|
|
|
$
|
42.8
|
|
|
$
|
98.4
|
|
|
$
|
63.9
|
|
EMEA
|
(3.4
|
)
|
|
(13.8
|
)
|
|
(11.4
|
)
|
|
(13.9
|
)
|
||||
Other
|
(2.1
|
)
|
|
0.9
|
|
|
(5.5
|
)
|
|
3.5
|
|
||||
Corporate
|
(8.4
|
)
|
|
(4.5
|
)
|
|
(15.4
|
)
|
|
(13.1
|
)
|
||||
|
$
|
46.8
|
|
|
$
|
25.4
|
|
|
$
|
66.1
|
|
|
$
|
40.4
|
|
Reportable Segment Balance Sheet Data
|
August 24,
2012 |
|
February 24,
2012 |
||||
Total assets
|
|
|
|
|
|
||
Americas
|
$
|
878.7
|
|
|
$
|
845.8
|
|
EMEA
|
326.4
|
|
|
323.5
|
|
||
Other
|
202.5
|
|
|
206.2
|
|
||
Corporate
|
291.5
|
|
|
313.0
|
|
||
|
$
|
1,699.1
|
|
|
$
|
1,688.5
|
|
9.
|
DIVESTITURES AND ACQUISITIONS
|
|
First
Quarter
|
Second
Quarter
|
Total
|
||||||
2012
|
|
|
|
|
|
|
|||
Revenue
|
$
|
4.1
|
|
$
|
4.5
|
|
$
|
8.6
|
|
Gross profit
|
0.7
|
|
0.9
|
|
1.6
|
|
|||
Operating income (loss)
|
(0.2
|
)
|
0.3
|
|
0.1
|
|
10.
|
RESTRUCTURING ACTIVITIES
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Restructuring Costs
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
3.5
|
|
|
$
|
5.2
|
|
|
$
|
8.2
|
|
|
$
|
12.5
|
|
EMEA
|
(0.1
|
)
|
|
5.1
|
|
|
0.3
|
|
|
7.8
|
|
||||
Other
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
|
3.4
|
|
|
11.4
|
|
|
8.5
|
|
|
21.4
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
EMEA
|
0.1
|
|
|
0.8
|
|
|
0.1
|
|
|
0.8
|
|
||||
Other
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
||||
|
0.3
|
|
|
0.9
|
|
|
0.3
|
|
|
0.8
|
|
||||
Total
|
$
|
3.7
|
|
|
$
|
12.3
|
|
|
$
|
8.8
|
|
|
$
|
22.2
|
|
Restructuring Reserve
|
Workforce
Reductions
|
|
Business Exits
and Related
Costs
|
|
Total
|
||||||
Reserve balance as of February 24, 2012
|
$
|
12.9
|
|
|
$
|
4.7
|
|
|
$
|
17.6
|
|
Additions
|
3.3
|
|
|
5.5
|
|
|
8.8
|
|
|||
Payments
|
(9.1
|
)
|
|
(7.5
|
)
|
|
(16.6
|
)
|
|||
Adjustments
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|||
Reserve balance as of August 24, 2012
|
$
|
7.0
|
|
|
$
|
2.8
|
|
|
$
|
9.8
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Statement of Operations Data
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
August 26,
2011 |
|||||||||||||||||||||
Revenue
|
$
|
744.9
|
|
|
100.0
|
%
|
|
$
|
700.5
|
|
|
100.0
|
%
|
|
$
|
1,420.1
|
|
|
100.0
|
%
|
|
$
|
1,339.9
|
|
|
100.0
|
%
|
Cost of sales
|
513.4
|
|
|
68.9
|
|
|
487.9
|
|
|
69.7
|
|
|
987.5
|
|
|
69.5
|
|
|
934.2
|
|
|
69.7
|
|
||||
Restructuring costs
|
3.4
|
|
|
0.5
|
|
|
11.4
|
|
|
1.6
|
|
|
8.5
|
|
|
0.6
|
|
|
21.4
|
|
|
1.6
|
|
||||
Gross profit
|
228.1
|
|
|
30.6
|
|
|
201.2
|
|
|
28.7
|
|
|
424.1
|
|
|
29.9
|
|
|
384.3
|
|
|
28.7
|
|
||||
Operating expenses
|
181.0
|
|
|
24.3
|
|
|
174.9
|
|
|
25.0
|
|
|
357.7
|
|
|
25.2
|
|
|
343.1
|
|
|
25.6
|
|
||||
Restructuring costs
|
0.3
|
|
|
—
|
|
|
0.9
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
||||
Operating income
|
46.8
|
|
|
6.3
|
|
|
25.4
|
|
|
3.6
|
|
|
66.1
|
|
|
4.7
|
|
|
40.4
|
|
|
3.0
|
|
||||
Interest expense, investment income and other income, net
|
(1.6
|
)
|
|
(0.2
|
)
|
|
(10.2
|
)
|
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
(13.7
|
)
|
|
(1.0
|
)
|
||||
Income before income tax expense
|
45.2
|
|
|
6.1
|
|
|
15.2
|
|
|
2.2
|
|
|
64.9
|
|
|
4.6
|
|
|
26.7
|
|
|
2.0
|
|
||||
Income tax expense
|
15.7
|
|
|
2.1
|
|
|
3.3
|
|
|
0.5
|
|
|
22.2
|
|
|
1.6
|
|
|
7.3
|
|
|
0.6
|
|
||||
Net income
|
$
|
29.5
|
|
|
4.0
|
%
|
|
$
|
11.9
|
|
|
1.7
|
%
|
|
$
|
42.7
|
|
|
3.0
|
%
|
|
$
|
19.4
|
|
|
1.4
|
%
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.23
|
|
|
|
|
|
$
|
0.09
|
|
|
|
|
|
$
|
0.33
|
|
|
|
|
|
$
|
0.15
|
|
|
|
|
Diluted
|
$
|
0.23
|
|
|
|
|
|
$
|
0.09
|
|
|
|
|
|
$
|
0.33
|
|
|
|
|
|
$
|
0.14
|
|
|
|
|
Q2 2013 Organic Revenue Growth
|
Americas
|
|
EMEA
|
|
Other
|
|
Consolidated
|
|||||||||
Q2 2012 revenue
|
$
|
485.7
|
|
|
$
|
133.8
|
|
|
$
|
81.0
|
|
|
$
|
700.5
|
|
|
Divestiture
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
|
||||
Currency translation effects*
|
(1.2
|
)
|
|
(15.8
|
)
|
|
0.1
|
|
|
(16.9
|
)
|
|
||||
Q2 2012 revenue, adjusted
|
484.5
|
|
|
118.0
|
|
|
76.6
|
|
|
679.1
|
|
|
||||
Q2 2013 revenue
|
531.9
|
|
|
138.6
|
|
|
74.4
|
|
|
744.9
|
|
|
||||
Dealer acquisitions
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
||||
Q2 2013 revenue, adjusted
|
531.9
|
|
|
137.6
|
|
|
74.4
|
|
|
743.9
|
|
|
||||
Organic growth (decline) $
|
$
|
47.4
|
|
|
$
|
19.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
64.8
|
|
|
Organic growth (decline) %
|
10
|
%
|
|
17
|
%
|
|
(3
|
)%
|
|
10
|
%
|
|
*
|
Currency translation effects represent the estimated net effect of translating Q2 2012 foreign currency revenues using the average exchange rates during Q2 2013.
|
Year-to-Date 2013 Organic Revenue Growth
|
Americas
|
|
EMEA
|
|
Other
|
|
Consolidated
|
|||||||||
Year-to-date 2012 revenue
|
$
|
894.2
|
|
|
$
|
287.7
|
|
|
$
|
158.0
|
|
|
$
|
1,339.9
|
|
|
Divestiture
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(8.6
|
)
|
|
||||
Currency translation effects*
|
(1.8
|
)
|
|
(26.0
|
)
|
|
0.2
|
|
|
(27.6
|
)
|
|
||||
Year-to-date 2012 revenue, adjusted
|
892.4
|
|
|
261.7
|
|
|
149.6
|
|
|
1,303.7
|
|
|
||||
Year-to-date 2013 revenue
|
1,006.5
|
|
|
266.1
|
|
|
147.5
|
|
|
1,420.1
|
|
|
||||
Dealer acquisitions
|
(10.5
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(11.5
|
)
|
|
||||
Year-to-date 2013 revenue, adjusted
|
996.0
|
|
|
265.1
|
|
|
147.5
|
|
|
1,408.6
|
|
|
||||
Organic growth (decline) $
|
$
|
103.6
|
|
|
$
|
3.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
104.9
|
|
|
Organic growth (decline) %
|
12
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
8
|
%
|
|
*
|
Currency translation effects represent the estimated net effect of translating Q2 2012 and Q1 2012 foreign currency revenues using the average exchange rates during Q2 2013 and Q1 2013, respectively.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Operating income
|
$
|
46.8
|
|
|
6.3
|
%
|
|
$
|
25.4
|
|
|
3.6
|
%
|
|
$
|
66.1
|
|
|
4.7
|
%
|
|
$
|
40.4
|
|
|
3.0
|
%
|
Add: Restructuring costs
|
3.7
|
|
|
0.5
|
|
|
12.3
|
|
|
1.8
|
|
|
8.8
|
|
|
0.6
|
|
|
22.2
|
|
|
1.7
|
|
||||
Adjusted operating income
|
$
|
50.5
|
|
|
6.8
|
%
|
|
$
|
37.7
|
|
|
5.4
|
%
|
|
$
|
74.9
|
|
|
5.3
|
%
|
|
$
|
62.6
|
|
|
4.7
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Interest Expense, Investment Income and Other Income, Net
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||
Interest expense
|
$
|
(4.6
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(16.0
|
)
|
Investment income (loss)
|
1.3
|
|
|
(2.6
|
)
|
|
2.4
|
|
|
0.3
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity in income of unconsolidated ventures
|
1.8
|
|
|
1.8
|
|
|
4.0
|
|
|
3.7
|
|
||||
Miscellaneous, net
|
(0.1
|
)
|
|
(1.8
|
)
|
|
1.5
|
|
|
(1.7
|
)
|
||||
Total other income, net
|
1.7
|
|
|
—
|
|
|
5.5
|
|
|
2.0
|
|
||||
Total interest expense, investment income (loss) and other income, net
|
$
|
(1.6
|
)
|
|
$
|
(10.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(13.7
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Statement of Operations Data — Americas
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Revenue
|
$
|
531.9
|
|
|
100.0
|
%
|
|
$
|
485.7
|
|
|
100.0
|
%
|
|
$
|
1,006.5
|
|
|
100.0
|
%
|
|
$
|
894.2
|
|
|
100.0
|
%
|
Cost of sales
|
362.8
|
|
|
68.2
|
|
|
337.1
|
|
|
69.4
|
|
|
693.0
|
|
|
68.9
|
|
|
624.6
|
|
|
69.9
|
|
||||
Restructuring costs
|
3.5
|
|
|
0.7
|
|
|
5.2
|
|
|
1.1
|
|
|
8.2
|
|
|
0.8
|
|
|
12.5
|
|
|
1.4
|
|
||||
Gross profit
|
165.6
|
|
|
31.1
|
|
|
143.4
|
|
|
29.5
|
|
|
305.3
|
|
|
30.3
|
|
|
257.1
|
|
|
28.7
|
|
||||
Operating expenses
|
104.9
|
|
|
19.7
|
|
|
100.6
|
|
|
20.7
|
|
|
206.9
|
|
|
20.5
|
|
|
193.2
|
|
|
21.6
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating income
|
$
|
60.7
|
|
|
11.4
|
%
|
|
$
|
42.8
|
|
|
8.8
|
%
|
|
$
|
98.4
|
|
|
9.8
|
%
|
|
$
|
63.9
|
|
|
7.1
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income — Americas
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Operating income
|
$
|
60.7
|
|
|
11.4
|
%
|
|
$
|
42.8
|
|
|
8.8
|
%
|
|
$
|
98.4
|
|
|
9.8
|
%
|
|
$
|
63.9
|
|
|
7.1
|
%
|
Add: Restructuring costs
|
3.5
|
|
|
0.7
|
|
|
5.2
|
|
|
1.1
|
|
|
8.2
|
|
|
0.8
|
|
|
12.5
|
|
|
1.4
|
|
||||
Adjusted operating income
|
$
|
64.2
|
|
|
12.1
|
%
|
|
$
|
48.0
|
|
|
9.9
|
%
|
|
$
|
106.6
|
|
|
10.6
|
%
|
|
$
|
76.4
|
|
|
8.5
|
%
|
•
|
Product categories
— All product categories experienced growth in Q2, with notable strength in Furniture, Coalesse, Details, Architectural Solutions and Technology.
|
•
|
Vertical markets
— Notable strength in vertical markets was experienced in the Energy, State and Local Government, Information Technology and Manufacturing sectors, while notable weakness continued in the Financial Services and Federal Government sectors.
|
•
|
Geographic regions
— Growth rates were the strongest in the Western Region of North America and across Latin America.
|
•
|
Contract type
— All quote types reported revenue growth, but project business was the strongest.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Statement of Operations Data — EMEA
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Revenue
|
$
|
138.6
|
|
|
100.0
|
%
|
|
$
|
133.8
|
|
|
100.0
|
%
|
|
$
|
266.1
|
|
|
100.0
|
%
|
|
$
|
287.7
|
|
|
100.0
|
%
|
Cost of sales
|
101.6
|
|
|
73.3
|
|
|
97.4
|
|
|
72.8
|
|
|
196.3
|
|
|
73.8
|
|
|
206.2
|
|
|
71.7
|
|
||||
Restructuring costs
|
(0.1
|
)
|
|
(0.1
|
)
|
|
5.1
|
|
|
3.8
|
|
|
0.3
|
|
|
0.1
|
|
|
7.8
|
|
|
2.7
|
|
||||
Gross profit
|
37.1
|
|
|
26.8
|
|
|
31.3
|
|
|
23.4
|
|
|
69.5
|
|
|
26.1
|
|
|
73.7
|
|
|
25.6
|
|
||||
Operating expenses
|
40.4
|
|
|
29.2
|
|
|
44.3
|
|
|
33.1
|
|
|
80.8
|
|
|
30.3
|
|
|
86.8
|
|
|
30.1
|
|
||||
Restructuring costs
|
0.1
|
|
|
0.1
|
|
|
0.8
|
|
|
0.6
|
|
|
0.1
|
|
|
0.1
|
|
|
0.8
|
|
|
0.3
|
|
||||
Operating income (loss)
|
$
|
(3.4
|
)
|
|
(2.5
|
)%
|
|
$
|
(13.8
|
)
|
|
(10.3
|
)%
|
|
$
|
(11.4
|
)
|
|
(4.3
|
)%
|
|
$
|
(13.9
|
)
|
|
(4.8
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Reconciliation of Operating Income (Loss) to
Adjusted Operating Income (Loss) — EMEA
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Operating income (loss)
|
$
|
(3.4
|
)
|
|
(2.5
|
)%
|
|
$
|
(13.8
|
)
|
|
(10.3
|
)%
|
|
$
|
(11.4
|
)
|
|
(4.3
|
)%
|
|
$
|
(13.9
|
)
|
|
(4.8
|
)%
|
Add: Restructuring costs
|
—
|
|
|
—
|
|
|
5.9
|
|
|
4.4
|
|
|
0.4
|
|
|
0.2
|
|
|
8.6
|
|
|
3.0
|
|
||||
Adjusted operating income (loss)
|
$
|
(3.4
|
)
|
|
(2.5
|
)%
|
|
$
|
(7.9
|
)
|
|
(5.9
|
)%
|
|
$
|
(11.0
|
)
|
|
(4.1
|
)%
|
|
$
|
(5.3
|
)
|
|
(1.8
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
Reconciliation of Operating Income (Loss) to
Adjusted Operating Income (Loss) — Other
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||||||||||||||
Operating income (loss)
|
$
|
(2.1
|
)
|
|
(2.8
|
)%
|
|
$
|
0.9
|
|
|
1.1
|
%
|
|
$
|
(5.5
|
)
|
|
(3.7
|
)%
|
|
$
|
3.5
|
|
|
2.2
|
%
|
Add: Restructuring costs
|
0.2
|
|
|
0.2
|
|
|
1.2
|
|
|
1.5
|
|
|
0.2
|
|
|
0.1
|
|
|
1.1
|
|
|
0.7
|
|
||||
Adjusted operating income (loss)
|
$
|
(1.9
|
)
|
|
(2.6
|
)%
|
|
$
|
2.1
|
|
|
2.6
|
%
|
|
$
|
(5.3
|
)
|
|
(3.6
|
)%
|
|
$
|
4.6
|
|
|
2.9
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Statement of Operations Data — Corporate
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||
Operating expenses
|
$
|
8.4
|
|
|
$
|
4.5
|
|
|
$
|
15.4
|
|
|
$
|
13.1
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Reconciliation of Operating Income (Loss) to
Adjusted Operating Income (Loss) — Corporate
|
August 24,
2012 |
|
August 26,
2011 |
|
August 24,
2012 |
|
August 26,
2011 |
||||||||
Operating income (loss)
|
$
|
(8.4
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
(13.1
|
)
|
Add: Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted operating income (loss)
|
$
|
(8.4
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
(13.1
|
)
|
Primary Liquidity Sources
|
August 24,
2012 |
|
February 24,
2012 |
||||
Cash and cash equivalents
|
$
|
103.2
|
|
|
$
|
112.1
|
|
Short-term investments
|
52.2
|
|
|
79.1
|
|
||
Variable life company-owned life insurance
|
115.4
|
|
|
113.1
|
|
||
Availability under credit facilities
|
174.9
|
|
|
174.2
|
|
||
Total liquidity
|
$
|
445.7
|
|
|
$
|
478.5
|
|
|
Six Months Ended
|
||||||
Cash Flow Data
|
August 24,
2012 |
|
August 26,
2011 |
||||
Net cash provided by (used in):
|
|
|
|
|
|
||
Operating activities
|
$
|
29.2
|
|
|
$
|
(3.1
|
)
|
Investing activities
|
4.8
|
|
|
258.7
|
|
||
Financing activities
|
(42.0
|
)
|
|
(293.5
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.9
|
)
|
|
0.1
|
|
||
Net decrease in cash and cash equivalents
|
(8.9
|
)
|
|
(37.8
|
)
|
||
Cash and cash equivalents, beginning of period
|
112.1
|
|
|
142.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
103.2
|
|
|
$
|
104.4
|
|
|
Six Months Ended
|
||||||
Cash Flow Data — Operating Activities
|
August 24,
2012 |
|
August 26,
2011 |
||||
Net income
|
$
|
42.7
|
|
|
$
|
19.4
|
|
Depreciation and amortization
|
27.4
|
|
|
27.6
|
|
||
Changes in cash surrender value of COLI
|
(4.5
|
)
|
|
0.9
|
|
||
Changes in deferred income taxes
|
11.8
|
|
|
(2.9
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions and divestiture:
|
|
|
|
||||
Accounts receivable, inventories and accounts payable
|
(33.7
|
)
|
|
(22.4
|
)
|
||
Employee compensation liabilities
|
(26.3
|
)
|
|
(38.1
|
)
|
||
Other assets and liabilities
|
(2.1
|
)
|
|
(20.8
|
)
|
||
Other
|
13.9
|
|
|
33.2
|
|
||
Net cash provided by (used in) operating activities
|
$
|
29.2
|
|
|
$
|
(3.1
|
)
|
|
Six Months Ended
|
||||||
Cash Flow Data — Investing Activities
|
August 24,
2012 |
|
August 26,
2011 |
||||
Capital expenditures
|
$
|
(25.8
|
)
|
|
$
|
(29.0
|
)
|
Proceeds from disposal of fixed assets
|
14.1
|
|
|
0.4
|
|
||
Purchases of short-term investments
|
(14.3
|
)
|
|
(158.2
|
)
|
||
Liquidations of short-term investments
|
41.7
|
|
|
456.4
|
|
||
Acquisitions
|
(4.9
|
)
|
|
(18.7
|
)
|
||
Other
|
(6.0
|
)
|
|
7.8
|
|
||
Net cash provided by investing activities
|
$
|
4.8
|
|
|
$
|
258.7
|
|
|
Six Months Ended
|
||||||
Cash Flow Data — Financing Activities
|
August 24,
2012 |
|
August 26,
2011 |
||||
Repayments of long-term debt
|
$
|
(1.5
|
)
|
|
$
|
(253.2
|
)
|
Dividends paid
|
(23.0
|
)
|
|
(16.0
|
)
|
||
Common stock repurchases
|
(19.4
|
)
|
|
(23.1
|
)
|
||
Other
|
1.9
|
|
|
(1.2
|
)
|
||
Net cash used in financing activities
|
$
|
(42.0
|
)
|
|
$
|
(293.5
|
)
|
Liquidity Facilities
|
August 24,
2012 |
||
Global committed bank facility
|
$
|
125.0
|
|
Various uncommitted lines
|
51.4
|
|
|
Total credit lines available
|
176.4
|
|
|
Less: Borrowings outstanding
|
(1.5
|
)
|
|
Available capacity
|
$
|
174.9
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk:
|
Item 4.
|
Controls and Procedures:
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds:
|
Period
|
(a)
Total Number of
Shares Purchased
|
(b)
Average Price
Paid per Share
|
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1)
|
(d)
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plans
or Programs (1)
|
||||||
5/26/2012 - 6/29/2012
|
677,370
|
|
$
|
8.47
|
|
676,600
|
|
$
|
138.2
|
|
6/30/2012 - 7/27/2012
|
113,057
|
|
$
|
7.95
|
|
112,200
|
|
$
|
137.3
|
|
7/28/2012 - 8/24/2012
|
120,476
|
|
$
|
7.93
|
|
119,100
|
|
$
|
136.3
|
|
Total
|
910,903
|
|
(2)
|
907,900
|
|
|
|
(1)
|
In December 2007, our Board of Directors approved a share repurchase program permitting the repurchase of up to $250 of shares of our common stock. This program has no specific expiration date.
|
(2)
|
3,003 of these shares were repurchased to satisfy participants’ tax withholding obligations upon the vesting of restricted stock unit grants, pursuant to the terms of our Incentive Compensation Plan.
|
Item 6.
|
Exhibits:
|
STEELCASE INC.
|
|
By:
|
/s/ Mark T. Mossing
|
|
Mark T. Mossing
Corporate Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) |
Exhibit
No.
|
Description
|
|
|
10.1
|
2013-1 Amendment to the Steelcase Inc. Deferred Compensation Plan
|
10.2
|
Steelcase Inc. Non-Employee Director Deferred Compensation Plan, as amended and restated effective July 10, 2012
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10.3
|
Steelcase Inc. Management Incentive Plan, as amended and restated as of February 24, 2012 (1)
|
31.1
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Schema Document
|
101.CAL
|
XBRL Calculation Linkbase Document
|
101.LAB
|
XBRL Labels Linkbase Document
|
101.PRE
|
XBRL Presentation Linkbase Document
|
101.DEF
|
XBRL Definition Linkbase Document
|
(1)
|
Filed as exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on July 16, 2012 and incorporated herein by reference.
|
STEELCASE INC.
|
|
By:
|
/s/ Nancy W. Hickey
|
Its:
|
Senior Vice President,
Chief Administrative Officer |
TABLE OF CONTENTS
|
|||
|
|
Page No.
|
|
|
|
|
|
Article 1
|
Establishment and Purpose
|
1
|
|
|
1.1 History of Plan
|
1
|
|
|
1.2 Purpose
|
1
|
|
|
1.3 This Document
|
1
|
|
|
1.4 Status of the Plan Under ERISA
|
1
|
|
|
Compliance with Section 409A
|
1
|
|
Article 2
|
Definitions
|
1
|
|
Article 3
|
Participation
|
4
|
|
Article 4
|
Deferrals of Director's Fees
|
4
|
|
|
4.1 Retainer Deferral Election
|
4
|
|
|
4.2 Deferral Election for Remaining Director's Fees
|
5
|
|
|
4.3 Initial and Subsequent Election Periods
|
5
|
|
Article 5
|
Deferral Account
|
5
|
|
|
5.1 Deferral Accounts
|
5
|
|
|
5.2 Debits/Credits to Deferral Accounts
|
5
|
|
|
5.3 Investment Media
|
5
|
|
Article 6
|
Payments
|
6
|
|
|
6.1 Timing
|
6
|
|
|
6.2 Form of Payment
|
6
|
|
|
6.3 Payment Medium
|
7
|
|
Article 7
|
Miscellaneous
|
7
|
|
|
7.1 No Trust
|
7
|
|
|
7.2 Nonforfeitability
|
7
|
|
|
7.3 Spendthrift Provision
|
8
|
|
|
7.4 Successors, Etc.
|
8
|
|
|
7.5 Severability
|
8
|
|
|
7.6 Governing Law
|
8
|
|
|
7.7 Number Construction
|
8
|
|
|
7.8 Amendment and Termination of Plan
|
8
|
|
|
7.9 Interpretation and Implementation
|
8
|
|
|
7.10 Administrative Committee
|
9
|
|
|
7.11 Claims and Appeals
|
9
|
|
Signature
|
|
9
|
|
1.1
|
History of Plan
|
1.2
|
Purpose
|
1.3
|
This Document
|
1.4
|
Status of Plan Under ERISA
|
1.5
|
Compliance with Section 409A
|
2.1
|
Administrative Committee
|
2.2
|
Beneficiary
|
2.3
|
Deferral Account
|
2.4
|
Deferral Date
|
2.5
|
Determination Period
|
2.6
|
Director’s Fees
|
2.7
|
Election Period
|
2.8
|
Key Employee
|
2.9
|
Non-Employee Director
|
2.10
|
Participant
|
2.11
|
Payment Date
|
2.12
|
Plan Year
|
2.13
|
Related Employer
|
2.14
|
Retainer Deferral
|
2.15
|
Separation from Service
|
2.16
|
Spouse
|
2.17
|
Valuation Date
|
4.1
|
Retainer Deferral Election
|
4.2
|
Deferral Election for Remaining Director’s Fees
|
4.3
|
Initial and Subsequent Election Periods
|
5.1
|
Deferral Accounts
|
5.2
|
Debits/Credits to Deferral Accounts
|
5.3
|
Investment Media
|
6.1
|
Timing
|
6.2
|
Form of Payment
|
6.3
|
Payment Medium
|
7.1
|
No Trust
|
7.2
|
Nonforfeitability
|
7.3
|
Spendthrift Provision
|
7.4
|
Successors, Etc.
|
7.5
|
Severability
|
7.6
|
Governing Law
|
7.7
|
Number Construction
|
7.8
|
Amendment and Termination of Plan
|
7.9
|
Interpretation and Implementation
|
7.10
|
Administrative Committee
|
7.11
|
Claims and Appeals
|
STEELCASE INC.
|
|
By:
|
/s/ Nancy W. Hickey
|
Its:
|
Senior Vice President,
Chief Administrative Officer |
1)
|
I have reviewed this quarterly report for the period ended
August 24, 2012
on Form 10-Q of Steelcase Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ James P. Hackett
|
Name:
|
|
James P. Hackett
|
Title:
|
|
President and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report for the period ended
August 24, 2012
on Form 10-Q of Steelcase Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ David C. Sylvester
|
Name:
|
|
David C. Sylvester
|
Title:
|
|
Senior Vice President, Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ James P. Hackett
|
|
Name:
|
James P. Hackett
|
|
Title:
|
President and Chief Executive Officer
|
|
|
/s/ David C. Sylvester
|
|
Name:
|
David C. Sylvester
|
|
Title:
|
Senior Vice President, Chief Financial Officer
|
|