|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended November 28, 2014
|
or
|
||
o
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|
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
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
STEELCASE INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 28, 2014
INDEX
|
||
|
|
Page No.
|
|
|
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||
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||
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||
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||
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||
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|
Item 1.
|
Financial Statements:
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)
|
|||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||
Revenue
|
$
|
800.0
|
|
|
$
|
784.8
|
|
|
$
|
2,309.8
|
|
|
$
|
2,209.5
|
|
Cost of sales
|
549.0
|
|
|
541.1
|
|
|
1,589.6
|
|
|
1,511.7
|
|
||||
Restructuring costs
|
36.1
|
|
|
0.9
|
|
|
31.8
|
|
|
1.0
|
|
||||
Gross profit
|
214.9
|
|
|
242.8
|
|
|
688.4
|
|
|
696.8
|
|
||||
Operating expenses
|
194.9
|
|
|
189.8
|
|
|
578.2
|
|
|
563.8
|
|
||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
12.9
|
|
|
—
|
|
|
12.9
|
|
||||
Restructuring costs
|
1.3
|
|
|
0.8
|
|
|
2.3
|
|
|
8.4
|
|
||||
Operating income
|
18.7
|
|
|
39.3
|
|
|
107.9
|
|
|
111.7
|
|
||||
Interest expense
|
(4.5
|
)
|
|
(4.4
|
)
|
|
(13.3
|
)
|
|
(13.3
|
)
|
||||
Investment income (expense)
|
0.3
|
|
|
0.6
|
|
|
1.2
|
|
|
(0.6
|
)
|
||||
Other income, net
|
2.3
|
|
|
3.0
|
|
|
9.0
|
|
|
4.8
|
|
||||
Income before income tax expense
|
16.8
|
|
|
38.5
|
|
|
104.8
|
|
|
102.6
|
|
||||
Income tax expense
|
5.0
|
|
|
15.5
|
|
|
41.5
|
|
|
38.8
|
|
||||
Net income
|
$
|
11.8
|
|
|
$
|
23.0
|
|
|
$
|
63.3
|
|
|
$
|
63.8
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.51
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
Dividends declared and paid per common share
|
$
|
0.105
|
|
|
$
|
0.10
|
|
|
$
|
0.315
|
|
|
$
|
0.30
|
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||
Net income
|
$
|
11.8
|
|
|
$
|
23.0
|
|
|
$
|
63.3
|
|
|
$
|
63.8
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Pension and other post-retirement liability adjustments
|
(3.0
|
)
|
|
(1.4
|
)
|
|
(5.6
|
)
|
|
(3.8
|
)
|
||||
Derivative adjustments
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(7.5
|
)
|
|
2.9
|
|
|
(9.1
|
)
|
|
2.1
|
|
||||
Total other comprehensive income (loss), net
|
(10.4
|
)
|
|
1.5
|
|
|
(14.6
|
)
|
|
(1.5
|
)
|
||||
Comprehensive income
|
$
|
1.4
|
|
|
$
|
24.5
|
|
|
48.7
|
|
|
62.3
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
(Unaudited)
|
|
|||||
|
November 28,
2014 |
February 28,
2014 |
|||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
128.8
|
|
|
$
|
201.8
|
|
Short-term investments
|
87.4
|
|
|
119.5
|
|
||
Accounts receivable, net of allowances of $13.2 and $13.0
|
355.0
|
|
|
306.8
|
|
||
Inventories
|
189.6
|
|
|
151.5
|
|
||
Deferred income taxes
|
45.7
|
|
|
56.0
|
|
||
Prepaid expenses
|
21.8
|
|
|
19.3
|
|
||
Other current assets
|
39.2
|
|
|
35.0
|
|
||
Total current assets
|
867.5
|
|
|
889.9
|
|
||
Property, plant and equipment, net of accumulated depreciation of $1,075.9 and $1,140.8
|
388.7
|
|
|
377.0
|
|
||
Company-owned life insurance ("COLI")
|
158.4
|
|
|
154.3
|
|
||
Deferred income taxes
|
103.5
|
|
|
85.1
|
|
||
Goodwill
|
108.0
|
|
|
108.1
|
|
||
Other intangible assets, net of accumulated amortization of $43.0 and $41.8
|
15.2
|
|
|
16.6
|
|
||
Investments in unconsolidated affiliates
|
56.3
|
|
|
53.0
|
|
||
Other assets
|
38.2
|
|
|
42.7
|
|
||
Total assets
|
$
|
1,735.8
|
|
|
$
|
1,726.7
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
242.0
|
|
|
$
|
212.5
|
|
Short-term borrowings and current maturities of long-term debt
|
2.5
|
|
|
2.6
|
|
||
Accrued expenses:
|
|
|
|
|
|
||
Employee compensation
|
126.9
|
|
|
152.8
|
|
||
Employee benefit plan obligations
|
27.9
|
|
|
26.1
|
|
||
Customer deposits
|
29.2
|
|
|
16.0
|
|
||
Product warranties
|
18.6
|
|
|
17.5
|
|
||
Other
|
123.8
|
|
|
110.7
|
|
||
Total current liabilities
|
570.9
|
|
|
538.2
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Long-term debt less current maturities
|
282.5
|
|
|
284.4
|
|
||
Employee benefit plan obligations
|
149.3
|
|
|
151.1
|
|
||
Other long-term liabilities
|
65.9
|
|
|
75.9
|
|
||
Total long-term liabilities
|
497.7
|
|
|
511.4
|
|
||
Total liabilities
|
1,068.6
|
|
|
1,049.6
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2.7
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
(13.8
|
)
|
|
0.8
|
|
||
Retained earnings
|
678.3
|
|
|
676.3
|
|
||
Total shareholders’ equity
|
667.2
|
|
|
677.1
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,735.8
|
|
|
$
|
1,726.7
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
|
|||||||
|
Nine Months Ended
|
||||||
|
November 28,
2014 |
November 22,
2013 |
|||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
63.3
|
|
|
$
|
63.8
|
|
Depreciation and amortization
|
44.2
|
|
|
43.8
|
|
||
Goodwill and intangible asset impairment charges
|
—
|
|
|
12.9
|
|
||
Deferred income taxes
|
(8.4
|
)
|
|
(2.7
|
)
|
||
Non-cash restructuring costs
|
5.1
|
|
|
9.4
|
|
||
Non-cash stock compensation
|
15.5
|
|
|
14.7
|
|
||
Equity in income of unconsolidated affiliates
|
(11.6
|
)
|
|
(7.6
|
)
|
||
Dividends received from unconsolidated affiliates
|
8.0
|
|
|
4.0
|
|
||
Other
|
(5.7
|
)
|
|
(1.4
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(59.6
|
)
|
|
(70.8
|
)
|
||
Inventories
|
(45.2
|
)
|
|
(23.1
|
)
|
||
Other assets
|
(16.3
|
)
|
|
(12.6
|
)
|
||
Accounts payable
|
34.1
|
|
|
36.5
|
|
||
Employee compensation liabilities
|
(38.2
|
)
|
|
(3.7
|
)
|
||
Employee benefit obligations
|
(3.0
|
)
|
|
(6.3
|
)
|
||
Accrued expenses and other liabilities
|
25.3
|
|
|
40.1
|
|
||
Net cash provided by operating activities
|
7.5
|
|
|
97.0
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(69.0
|
)
|
|
(51.9
|
)
|
||
Proceeds from disposal of fixed assets
|
19.4
|
|
|
2.1
|
|
||
Purchases of short-term investments
|
(78.4
|
)
|
|
(128.0
|
)
|
||
Liquidations of short-term investments
|
117.1
|
|
|
80.4
|
|
||
Liquidations of COLI investments
|
—
|
|
|
74.5
|
|
||
Other
|
8.4
|
|
|
(2.0
|
)
|
||
Net cash used in investing activities
|
(2.5
|
)
|
|
(24.9
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
||
Dividends paid
|
(39.6
|
)
|
|
(37.6
|
)
|
||
Common stock repurchases
|
(35.3
|
)
|
|
(32.8
|
)
|
||
Excess tax benefit from vesting of stock awards
|
0.8
|
|
|
(0.8
|
)
|
||
Repayments of long-term debt
|
(1.8
|
)
|
|
(1.7
|
)
|
||
Repayments of lines of credit
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Net cash used in financing activities
|
(76.0
|
)
|
|
(73.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.0
|
)
|
|
(0.3
|
)
|
||
Net decrease in cash and cash equivalents
|
(73.0
|
)
|
|
(1.3
|
)
|
||
Cash and cash equivalents, beginning of period
|
201.8
|
|
|
150.4
|
|
||
Cash and cash equivalents, end of period
|
$
|
128.8
|
|
|
$
|
149.1
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
NEW ACCOUNTING STANDARDS
|
3.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
Computation of Earnings per Share
|
November 28,
2014 |
|
November 22,
2013 |
November 28,
2014 |
|
November 22,
2013 |
|||||||||
Net income
|
$
|
11.8
|
|
|
$
|
23.0
|
|
|
$
|
63.3
|
|
|
$
|
63.8
|
|
Adjustment for earnings attributable to participating securities
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
||||
Net income used in calculating earnings per share
|
$
|
11.6
|
|
|
$
|
22.6
|
|
|
$
|
62.1
|
|
|
$
|
62.8
|
|
Weighted-average common shares outstanding including participating securities (in millions)
|
123.8
|
|
|
125.9
|
|
|
124.6
|
|
|
126.1
|
|
||||
Adjustment for participating securities (in millions)
|
(2.4
|
)
|
|
(2.0
|
)
|
|
(2.3
|
)
|
|
(1.9
|
)
|
||||
Shares used in calculating basic earnings per share (in millions)
|
121.4
|
|
|
123.9
|
|
|
122.3
|
|
|
124.2
|
|
||||
Effect of dilutive stock-based compensation (in millions)
|
1.5
|
|
|
1.8
|
|
|
1.5
|
|
|
1.7
|
|
||||
Shares used in calculating diluted earnings per share (in millions)
|
122.9
|
|
|
125.7
|
|
|
123.8
|
|
|
125.9
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.51
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
Total common shares outstanding at period end (in millions)
|
121.5
|
|
|
124.0
|
|
|
121.5
|
|
|
124.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive performance units excluded from computation of diluted earnings per share (in millions)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Unrealized gain on investments
|
Pension and other post-retirement liability adjustments
|
Derivative adjustments
|
Foreign currency translation adjustments
|
Total
|
|||||||||||||||
Balance as of August 29, 2014
|
$
|
0.8
|
|
|
$
|
17.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(3.4
|
)
|
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
(8.9
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.6
|
)
|
|
0.1
|
|
|
—
|
|
|
(1.5
|
)
|
|
|||||
Net current period other comprehensive income (loss)
|
—
|
|
|
(3.0
|
)
|
|
0.1
|
|
|
(7.5
|
)
|
|
(10.4
|
)
|
|
|||||
Balance as of November 28, 2014
|
$
|
0.8
|
|
|
$
|
14.0
|
|
|
$
|
—
|
|
|
$
|
(28.6
|
)
|
|
$
|
(13.8
|
)
|
|
|
Unrealized gain on investments
|
Pension and other post-retirement liability adjustments
|
Derivative adjustments
|
Foreign currency translation adjustments
|
Total
|
|||||||||||||||
Balance as of February 28, 2014
|
$
|
0.8
|
|
|
$
|
19.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
0.8
|
|
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(9.1
|
)
|
|
(10.5
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(4.2
|
)
|
|
0.1
|
|
|
—
|
|
|
(4.1
|
)
|
|
|||||
Net current period other comprehensive income income (loss)
|
—
|
|
|
(5.6
|
)
|
|
0.1
|
|
|
(9.1
|
)
|
|
(14.6
|
)
|
|
|||||
Balance as of November 28, 2014
|
$
|
0.8
|
|
|
$
|
14.0
|
|
|
$
|
—
|
|
|
$
|
(28.6
|
)
|
|
$
|
(13.8
|
)
|
|
Detail of Accumulated Other
Comprehensive Income (Loss) Components |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line in the Condensed Consolidated Statements of Income
|
|||||||||||||||
Three Months Ended
|
Nine Months Ended
|
||||||||||||||||
November 28, 2014
|
November 22, 2013
|
November 28, 2014
|
November 22, 2013
|
||||||||||||||
Unrealized gains on investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
Other income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
Net income
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on derivatives
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
Other income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
||||
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
Net income
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of pension and other post-retirement liability adjustments
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses (gains)
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
Cost of sales
|
||||
Actuarial losses (gains)
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
0.7
|
|
|
Operating expenses
|
||||
Prior service cost (credit)
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(3.2
|
)
|
|
(3.3
|
)
|
|
Cost of sales
|
||||
Prior service cost (credit)
|
(1.1
|
)
|
|
(1.3
|
)
|
|
(3.5
|
)
|
|
(3.7
|
)
|
|
Operating expenses
|
||||
|
0.7
|
|
|
0.8
|
|
|
2.4
|
|
|
2.3
|
|
|
Income tax expense
|
||||
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(4.2
|
)
|
|
(3.8
|
)
|
|
Net income
|
||||
Total reclassifications
|
$
|
(1.5
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(3.9
|
)
|
|
|
5.
|
FAIR VALUE
|
|
November 28, 2014
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
128.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128.8
|
|
Restricted cash
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
46.2
|
|
|
—
|
|
|
46.2
|
|
||||
U.S. agency debt securities
|
—
|
|
|
22.4
|
|
|
—
|
|
|
22.4
|
|
||||
Asset backed securities
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
||||
U.S. government debt securities
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Municipal debt securities
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
||||
Other investments
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
||||
Auction rate securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.6
|
|
|
$
|
9.6
|
|
|
$
|
135.1
|
|
|
$
|
98.7
|
|
|
$
|
9.6
|
|
|
$
|
243.4
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
February 28, 2014
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
201.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201.8
|
|
Restricted cash
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
48.0
|
|
|
—
|
|
|
48.0
|
|
||||
U.S. agency debt securities
|
—
|
|
|
48.9
|
|
|
—
|
|
|
48.9
|
|
||||
Asset backed securities
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
||||
U.S. government debt securities
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||
Municipal debt securities
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||
Other investments
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
9.6
|
|
|
9.6
|
|
||||
|
$
|
218.6
|
|
|
$
|
115.7
|
|
|
$
|
9.6
|
|
|
$
|
343.9
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
Roll-Forward of Fair Value Using Level 3 Inputs
|
Auction Rate Securities
|
||
Balance as of February 28, 2014
|
$
|
9.6
|
|
Unrealized gain on investments
|
—
|
|
|
Other-than-temporary impairments
|
—
|
|
|
Currency translation adjustment
|
—
|
|
|
Balance as of November 28, 2014
|
$
|
9.6
|
|
6.
|
INVENTORIES
|
Inventories
|
November 28,
2014 |
February 28,
2014 |
|||||
Raw materials and work-in-process
|
$
|
100.2
|
|
|
$
|
85.3
|
|
Finished goods
|
111.0
|
|
|
87.7
|
|
||
|
211.2
|
|
|
173.0
|
|
||
Revaluation to LIFO
|
21.6
|
|
|
21.5
|
|
||
|
$
|
189.6
|
|
|
$
|
151.5
|
|
7.
|
SHARE-BASED COMPENSATION
|
|
2015 Awards
|
2014 Awards
|
2013 Awards
|
|||
Three-year risk-free interest rate (1)
|
0.7
|
%
|
0.3
|
%
|
0.5
|
%
|
Expected term
|
3 years
|
|
3 years
|
|
3 years
|
|
Estimated volatility (2)
|
42.2
|
%
|
44.7
|
%
|
49.8
|
%
|
(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.
|
Maximum Number of Shares That May Be Issued Under Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value per Unit
|
|||
Nonvested as of February 28, 2014
|
1,833,288
|
|
$
|
14.04
|
|
Granted
|
611,024
|
|
19.97
|
|
|
Nonvested as of November 28, 2014
|
2,444,312
|
|
$
|
14.65
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Restricted Stock Units
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
||||||||||||
Expense
|
$
|
2.1
|
|
|
$
|
1.8
|
|
|
$
|
10.8
|
|
|
$
|
8.6
|
|
|
Tax benefit
|
0.8
|
|
|
(0.4
|
)
|
|
3.9
|
|
|
1.8
|
|
|
Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value
per Unit
|
|||
Nonvested as of February 28, 2014
|
2,001,758
|
|
$
|
11.71
|
|
Granted
|
836,153
|
|
16.68
|
|
|
Vested
|
(451,489
|
)
|
11.99
|
|
|
Forfeited
|
(49,213
|
)
|
13.36
|
|
|
Nonvested as of November 28, 2014
|
2,337,209
|
|
$
|
14.07
|
|
8.
|
REPORTABLE SEGMENTS
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
Reportable Segment Statement of Operations Data
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
555.3
|
|
|
$
|
558.5
|
|
|
$
|
1,641.9
|
|
|
$
|
1,596.0
|
|
|
EMEA
|
171.5
|
|
|
158.0
|
|
|
450.2
|
|
|
417.1
|
|
|
||||
Other
|
73.2
|
|
|
68.3
|
|
|
217.7
|
|
|
196.4
|
|
|
||||
|
$
|
800.0
|
|
|
$
|
784.8
|
|
|
$
|
2,309.8
|
|
|
$
|
2,209.5
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
66.8
|
|
|
$
|
66.6
|
|
|
$
|
200.1
|
|
|
$
|
183.6
|
|
|
EMEA
|
(41.0
|
)
|
|
(3.7
|
)
|
|
(70.4
|
)
|
|
(29.1
|
)
|
|
||||
Other
|
1.2
|
|
|
(13.6
|
)
|
|
4.6
|
|
|
(10.6
|
)
|
|
||||
Corporate
|
(8.3
|
)
|
|
(10.0
|
)
|
|
(26.4
|
)
|
|
(32.2
|
)
|
|
||||
|
$
|
18.7
|
|
|
$
|
39.3
|
|
|
$
|
107.9
|
|
|
$
|
111.7
|
|
|
Reportable Segment Balance Sheet Data
|
November 28,
2014 |
February 28,
2014 |
||||||
Total assets
|
|
|
|
|
|
|
||
Americas
|
$
|
945.6
|
|
|
$
|
901.4
|
|
|
EMEA
|
330.3
|
|
|
288.6
|
|
|
||
Other
|
171.6
|
|
|
159.9
|
|
|
||
Corporate
|
288.3
|
|
|
376.8
|
|
|
||
|
$
|
1,735.8
|
|
|
$
|
1,726.7
|
|
|
9.
|
RESTRUCTURING ACTIVITIES
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
Restructuring Costs (Benefits)
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
—
|
|
EMEA
|
36.0
|
|
|
1.0
|
|
|
42.6
|
|
|
1.0
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
36.1
|
|
|
0.9
|
|
|
31.8
|
|
|
1.0
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.2
|
|
||||
EMEA
|
1.3
|
|
|
0.5
|
|
|
2.3
|
|
|
7.0
|
|
||||
Other
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
|
1.3
|
|
|
0.8
|
|
|
2.3
|
|
|
8.4
|
|
||||
Total
|
$
|
37.4
|
|
|
$
|
1.7
|
|
|
$
|
34.1
|
|
|
$
|
9.4
|
|
Restructuring Reserve
|
Employee
Termination Costs
|
Business Exits
and Related
Costs
|
Total
|
||||||||
Reserve balance as of February 28, 2014
|
$
|
7.7
|
|
|
$
|
2.0
|
|
|
$
|
9.7
|
|
Additions
|
13.4
|
|
|
32.4
|
|
|
45.8
|
|
|||
Payments
|
(6.2
|
)
|
|
(32.0
|
)
|
|
(38.2
|
)
|
|||
Adjustments
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|||
Reserve balance as of November 28, 2014
|
$
|
14.5
|
|
|
$
|
1.8
|
|
|
$
|
16.3
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Revenue
|
$
|
800.0
|
|
|
100.0
|
%
|
|
$
|
784.8
|
|
|
100.0
|
%
|
|
$
|
2,309.8
|
|
|
100.0
|
%
|
|
$
|
2,209.5
|
|
|
100.0
|
%
|
Cost of sales
|
549.0
|
|
|
68.6
|
|
|
541.1
|
|
|
69.0
|
|
|
1,589.6
|
|
|
68.8
|
|
|
1,511.7
|
|
|
68.5
|
|
||||
Restructuring costs
|
36.1
|
|
|
4.5
|
|
|
0.9
|
|
|
0.1
|
|
|
31.8
|
|
|
1.4
|
|
|
1.0
|
|
|
—
|
|
||||
Gross profit
|
214.9
|
|
|
26.9
|
|
|
242.8
|
|
|
30.9
|
|
|
688.4
|
|
|
29.8
|
|
|
696.8
|
|
|
31.5
|
|
||||
Operating expenses
|
194.9
|
|
|
24.4
|
|
|
189.8
|
|
|
24.2
|
|
|
578.2
|
|
|
25.0
|
|
|
563.8
|
|
|
25.5
|
|
||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
0.6
|
|
||||
Restructuring costs
|
1.3
|
|
|
0.2
|
|
|
0.8
|
|
|
0.1
|
|
|
2.3
|
|
|
0.1
|
|
|
8.4
|
|
|
0.4
|
|
||||
Operating income
|
18.7
|
|
|
2.3
|
|
|
39.3
|
|
|
5.0
|
|
|
107.9
|
|
|
4.7
|
|
|
111.7
|
|
|
5.0
|
|
||||
Interest expense
|
(4.5
|
)
|
|
(0.5
|
)
|
|
(4.4
|
)
|
|
(0.6
|
)
|
|
(13.3
|
)
|
|
(0.6
|
)
|
|
(13.3
|
)
|
|
(0.6
|
)
|
||||
Investment income (expense)
|
0.3
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||
Other income, net
|
2.3
|
|
|
0.3
|
|
|
3.0
|
|
|
0.4
|
|
|
9.0
|
|
|
0.4
|
|
|
4.8
|
|
|
0.2
|
|
||||
Income before income tax expense
|
16.8
|
|
|
2.1
|
|
|
38.5
|
|
|
4.9
|
|
|
104.8
|
|
|
4.5
|
|
|
102.6
|
|
|
4.6
|
|
||||
Income tax expense
|
5.0
|
|
|
0.6
|
|
|
15.5
|
|
|
2.0
|
|
|
41.5
|
|
|
1.8
|
|
|
38.8
|
|
|
1.7
|
|
||||
Net income
|
$
|
11.8
|
|
|
1.5
|
%
|
|
$
|
23.0
|
|
|
2.9
|
%
|
|
$
|
63.3
|
|
|
2.7
|
%
|
|
$
|
63.8
|
|
|
2.9
|
%
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.09
|
|
|
|
|
|
$
|
0.18
|
|
|
|
|
|
$
|
0.51
|
|
|
|
|
|
$
|
0.51
|
|
|
|
|
Diluted
|
$
|
0.09
|
|
|
|
|
|
$
|
0.18
|
|
|
|
|
|
$
|
0.50
|
|
|
|
|
|
$
|
0.50
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Operating income
|
$
|
18.7
|
|
|
2.3
|
%
|
|
$
|
39.3
|
|
|
5.0
|
%
|
|
$
|
107.9
|
|
|
4.7
|
%
|
|
$
|
111.7
|
|
|
5.0
|
%
|
Add: restructuring costs
|
37.4
|
|
|
4.7
|
|
|
1.7
|
|
|
0.2
|
|
|
34.1
|
|
|
1.5
|
|
|
9.4
|
|
|
0.4
|
|
||||
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
0.6
|
|
||||
Adjusted operating income
|
$
|
56.1
|
|
|
7.0
|
%
|
|
$
|
53.9
|
|
|
6.8
|
%
|
|
$
|
142.0
|
|
|
6.2
|
%
|
|
$
|
134.0
|
|
|
6.0
|
%
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
Interest Expense, Investment Income (Expense) and Other Income, Net
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||
Interest expense
|
$
|
(4.5
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(13.3
|
)
|
Investment income (expense)
|
0.3
|
|
|
0.6
|
|
|
1.2
|
|
|
(0.6
|
)
|
||||
Other income, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity in income of unconsolidated ventures
|
4.2
|
|
|
3.1
|
|
|
11.6
|
|
|
7.6
|
|
||||
Miscellaneous, net
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(2.6
|
)
|
|
(2.8
|
)
|
||||
Total other income, net
|
2.3
|
|
|
3.0
|
|
|
9.0
|
|
|
4.8
|
|
||||
Total interest expense, investment income (expense) and other income, net
|
$
|
(1.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(9.1
|
)
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data — Americas
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Revenue
|
$
|
555.3
|
|
|
100.0
|
%
|
|
$
|
558.5
|
|
|
100.0
|
%
|
|
$
|
1,641.9
|
|
|
100.0
|
%
|
|
$
|
1,596.0
|
|
|
100.0
|
%
|
Cost of sales
|
364.5
|
|
|
65.7
|
|
|
375.8
|
|
|
67.3
|
|
|
1,091.1
|
|
|
66.5
|
|
|
1,065.9
|
|
|
66.8
|
|
||||
Restructuring costs (benefits)
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(10.8
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
||||
Gross profit
|
190.7
|
|
|
34.3
|
|
|
182.8
|
|
|
32.7
|
|
|
561.6
|
|
|
34.2
|
|
|
530.1
|
|
|
33.2
|
|
||||
Operating expenses
|
123.9
|
|
|
22.3
|
|
|
116.1
|
|
|
20.8
|
|
|
361.5
|
|
|
22.0
|
|
|
345.3
|
|
|
21.6
|
|
||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
0.1
|
|
||||
Operating income
|
$
|
66.8
|
|
|
12.0
|
%
|
|
$
|
66.6
|
|
|
11.9
|
%
|
|
$
|
200.1
|
|
|
12.2
|
%
|
|
$
|
183.6
|
|
|
11.5
|
%
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income — Americas
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Operating income
|
$
|
66.8
|
|
|
12.0
|
%
|
|
$
|
66.6
|
|
|
11.9
|
%
|
|
$
|
200.1
|
|
|
12.2
|
%
|
|
$
|
183.6
|
|
|
11.5
|
%
|
Add: restructuring costs (benefits)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|
(0.7
|
)
|
|
1.2
|
|
|
0.1
|
|
||||
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted operating income
|
$
|
66.9
|
|
|
12.0
|
%
|
|
$
|
66.6
|
|
|
11.9
|
%
|
|
$
|
189.3
|
|
|
11.5
|
%
|
|
$
|
184.8
|
|
|
11.6
|
%
|
•
|
Product categories
— Four out of seven categories grew in
Q3 2015
, led by Coalesse, Architectural Solutions and Turnstone.
|
•
|
Vertical markets
— Information Technology, Technical and Professional and State and Local Government posted strong growth, while Federal Government, Insurance Services, Healthcare, Education, Manufacturing and Energy declined year-over-year.
|
•
|
Geographic regions
— The West Business Group posted strong growth while the South and East Business Groups declined.
|
•
|
Contract type
— Project business had strong growth, while continuing business and marketing programs declined year-over-year.
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data — EMEA
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Revenue
|
$
|
171.5
|
|
|
100.0
|
%
|
|
$
|
158.0
|
|
|
100.0
|
%
|
|
$
|
450.2
|
|
|
100.0
|
%
|
|
$
|
417.1
|
|
|
100.0
|
%
|
Cost of sales
|
134.5
|
|
|
78.4
|
|
|
118.6
|
|
|
75.1
|
|
|
351.5
|
|
|
78.1
|
|
|
314.5
|
|
|
75.4
|
|
||||
Restructuring costs
|
36.0
|
|
|
21.0
|
|
|
1.0
|
|
|
0.6
|
|
|
42.6
|
|
|
9.4
|
|
|
1.0
|
|
|
0.2
|
|
||||
Gross profit
|
1.0
|
|
|
0.6
|
|
|
38.4
|
|
|
24.3
|
|
|
56.1
|
|
|
12.5
|
|
|
101.6
|
|
|
24.4
|
|
||||
Operating expenses
|
40.7
|
|
|
23.7
|
|
|
41.6
|
|
|
26.3
|
|
|
124.2
|
|
|
27.6
|
|
|
123.7
|
|
|
29.7
|
|
||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring costs
|
1.3
|
|
|
0.8
|
|
|
0.5
|
|
|
0.3
|
|
|
2.3
|
|
|
0.5
|
|
|
7.0
|
|
|
1.7
|
|
||||
Operating loss
|
$
|
(41.0
|
)
|
|
(23.9
|
)%
|
|
$
|
(3.7
|
)
|
|
(2.3
|
)%
|
|
$
|
(70.4
|
)
|
|
(15.6
|
)%
|
|
$
|
(29.1
|
)
|
|
(7.0
|
)%
|
Reconciliation of Operating Loss to Adjusted Operating Loss — EMEA
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
||||||||||||||||||||||||
Operating loss
|
$
|
(41.0
|
)
|
|
(23.9
|
)%
|
|
$
|
(3.7
|
)
|
|
(2.3
|
)%
|
|
$
|
(70.4
|
)
|
|
(15.6
|
)%
|
|
$
|
(29.1
|
)
|
|
(7.0
|
)%
|
Add: restructuring costs
|
37.3
|
|
|
21.8
|
|
|
1.5
|
|
|
0.9
|
|
|
44.9
|
|
|
9.9
|
|
|
8.0
|
|
|
1.9
|
|
||||
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted operating loss
|
$
|
(3.7
|
)
|
|
(2.1
|
)%
|
|
$
|
(2.2
|
)
|
|
(1.4
|
)%
|
|
$
|
(25.5
|
)
|
|
(5.7
|
)%
|
|
$
|
(21.1
|
)
|
|
(5.1
|
)%
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — Other
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||||||||||||||
Operating income (loss)
|
$
|
1.2
|
|
|
1.6
|
%
|
|
$
|
(13.6
|
)
|
|
(19.9
|
)%
|
|
$
|
4.6
|
|
|
2.1
|
%
|
|
$
|
(10.6
|
)
|
|
(5.4
|
)%
|
Add: restructuring costs
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
||||
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
6.6
|
|
||||
Adjusted operating income (loss)
|
$
|
1.2
|
|
|
1.6
|
%
|
|
$
|
(0.5
|
)
|
|
(0.7
|
)%
|
|
$
|
4.6
|
|
|
2.1
|
%
|
|
$
|
2.5
|
|
|
1.3
|
%
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||
Statement of Operations Data — Corporate
|
November 28,
2014 |
November 22,
2013 |
November 28,
2014 |
November 22,
2013 |
|||||||||||
Operating expenses
|
$
|
8.3
|
|
|
$
|
10.0
|
|
|
$
|
26.4
|
|
|
$
|
32.2
|
|
Liquidity Sources
|
November 28,
2014 |
February 28,
2014 |
|||||
Cash and cash equivalents
|
$
|
128.8
|
|
|
$
|
201.8
|
|
Short-term investments
|
87.4
|
|
|
119.5
|
|
||
Company-owned life insurance
|
158.4
|
|
|
154.3
|
|
||
Availability under credit facilities
|
161.2
|
|
|
163.6
|
|
||
Total liquidity
|
$
|
535.8
|
|
|
$
|
639.2
|
|
|
Nine Months Ended
|
||||||
Cash Flow Data
|
November 28,
2014 |
November 22,
2013 |
|||||
Net cash provided by (used in):
|
|
|
|
|
|
||
Operating activities
|
$
|
7.5
|
|
|
$
|
97.0
|
|
Investing activities
|
(2.5
|
)
|
|
(24.9
|
)
|
||
Financing activities
|
(76.0
|
)
|
|
(73.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.0
|
)
|
|
(0.3
|
)
|
||
Net decrease in cash and cash equivalents
|
(73.0
|
)
|
|
(1.3
|
)
|
||
Cash and cash equivalents, beginning of period
|
201.8
|
|
|
150.4
|
|
||
Cash and cash equivalents, end of period
|
$
|
128.8
|
|
|
$
|
149.1
|
|
|
Nine Months Ended
|
||||||
Cash Flow Data — Operating Activities
|
November 28,
2014 |
November 22,
2013 |
|||||
Net income
|
$
|
63.3
|
|
|
$
|
63.8
|
|
Depreciation and amortization
|
44.2
|
|
|
43.8
|
|
||
Goodwill and intangible asset impairment charges
|
—
|
|
|
12.9
|
|
||
Deferred income taxes
|
(8.4
|
)
|
|
(2.7
|
)
|
||
Non-cash restructuring costs
|
5.1
|
|
|
9.4
|
|
||
Non-cash stock compensation
|
15.5
|
|
|
14.7
|
|
||
Equity in income of unconsolidated affiliates
|
(11.6
|
)
|
|
(7.6
|
)
|
||
Dividends received from unconsolidated affiliates
|
8.0
|
|
|
4.0
|
|
||
Other
|
(5.7
|
)
|
|
(1.4
|
)
|
||
Changes in accounts receivable, net, inventories and accounts payable
|
(70.7
|
)
|
|
(57.4
|
)
|
||
Changes in employee compensation liabilities
|
(38.2
|
)
|
|
(3.7
|
)
|
||
Changes in other operating assets and liabilities
|
6.0
|
|
|
21.2
|
|
||
Net cash provided by operating activities
|
$
|
7.5
|
|
|
$
|
97.0
|
|
|
Nine Months Ended
|
||||||
Cash Flow Data — Investing Activities
|
November 28,
2014 |
November 22,
2013 |
|||||
Capital expenditures
|
$
|
(69.0
|
)
|
|
$
|
(51.9
|
)
|
Proceeds from disposal of fixed assets
|
19.4
|
|
|
2.1
|
|
||
Liquidations of COLI investments
|
—
|
|
|
74.5
|
|
||
Purchases of short-term investments
|
(78.4
|
)
|
|
(128.0
|
)
|
||
Liquidations of short-term investments
|
117.1
|
|
|
80.4
|
|
||
Other
|
8.4
|
|
|
(2.0
|
)
|
||
Net cash used in investing activities
|
$
|
(2.5
|
)
|
|
$
|
(24.9
|
)
|
|
Nine Months Ended
|
||||||
Cash Flow Data — Financing Activities
|
November 28,
2014 |
November 22,
2013 |
|||||
Dividends paid
|
(39.6
|
)
|
|
(37.6
|
)
|
||
Common stock repurchases
|
(35.3
|
)
|
|
(32.8
|
)
|
||
Other
|
(1.1
|
)
|
|
(2.7
|
)
|
||
Net cash used in financing activities
|
$
|
(76.0
|
)
|
|
$
|
(73.1
|
)
|
Liquidity Facilities
|
November 28,
2014 |
||
Global committed bank facility
|
$
|
125.0
|
|
Various uncommitted lines
|
36.2
|
|
|
Total credit lines available
|
161.2
|
|
|
Less: Borrowings outstanding
|
—
|
|
|
Available capacity
|
$
|
161.2
|
|
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)
(in millions)
|
||||||
08/30/2014 - 10/03/2014
|
346
|
|
$
|
15.68
|
|
—
|
|
$
|
61.6
|
|
10/04/2014 - 10/31/2014
|
67,011
|
|
$
|
16.31
|
|
—
|
|
$
|
61.6
|
|
11/01/2014 - 11/28/2014
|
8,127
|
|
$
|
16.91
|
|
—
|
|
$
|
61.6
|
|
Total
|
75,484
|
|
(2)
|
—
|
|
|
|
(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)
|
All 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
|
2015-1 Amendment to the Steelcase Inc. Deferred Compensation Plan
|
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
|
|
STEELCASE INC.
|
|
|
Dated: October 7, 2014
|
/s/ Lizbeth S. O’Shaughnessy
|
|
Signature
|
|
|
|
Lizbeth S. O’Shaughnessy
|
|
Senior Vice President, Chief Administrative
|
|
Officer, General Counsel and Secretary
|
1)
|
I have reviewed this quarterly report for the period ended
November 28, 2014
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. Keane
|
Name:
|
|
James P. Keane
|
Title:
|
|
President and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report for the period ended
November 28, 2014
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. Keane
|
|
Name:
|
James P. Keane
|
|
Title:
|
President and Chief Executive Officer
|
|
|
/s/ David C. Sylvester
|
|
Name:
|
David C. Sylvester
|
|
Title:
|
Senior Vice President, Chief Financial Officer
|
|