|
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan
|
|
38-0819050
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(State or other jurisdiction of
incorporation or organization)
|
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(IRS employer identification number)
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901 44th Street SE
Grand Rapids, Michigan
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49508
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock
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New York Stock Exchange
|
|
|
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Page No.
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Part I
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|
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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||
Part II
|
|
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Item 5.
|
||
Item 6.
|
||
Item 7.
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||
Item 7A.
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||
Item 8.
|
||
Item 9.
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||
Item 9A.
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||
Item 9B.
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||
Part III
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Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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||
Item 14.
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||
Part IV
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Item 15.
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||
Item 1.
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Business:
|
•
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Steelcase Health
, which is focused on creating healthcare environments that enable empathy, empowerment and connection for patients, care partners, and providers engaged in the healthcare experience.
|
•
|
Steelcase Education,
which is focused on helping schools, colleges and universities create the most effective, rewarding and inspiring "active learning" environments to meet the evolving needs of students and educators.
|
Item 1A.
|
Risk Factors:
|
•
|
translating our research regarding the world of work into innovative solutions which address market and user needs,
|
•
|
growing our market share with existing customers and new customers,
|
•
|
continuing our expansion into adjacent markets such as healthcare clinical spaces, classrooms, libraries and other educational settings and smaller companies,
|
•
|
expanding our product categories to include additional architecture and technology product offerings,
|
•
|
growing our market share in markets such as China, India and central, eastern, and southern Europe, the Middle East and Africa,
|
•
|
investing in acquisitions and new business ventures and
|
•
|
developing new alliances and additional channels of distribution.
|
•
|
differing business practices, cultural factors and regulatory requirements,
|
•
|
political, social and economic instability, natural disasters, security concerns, including terrorist activity, armed conflict and civil or military unrest, and global health issues, and
|
•
|
intellectual property protection challenges.
|
•
|
fluctuations in the pricing, availability and quality of raw materials,
|
•
|
the financial solvency of our suppliers and their supply chains,
|
•
|
disruptions caused by labor activities and
|
•
|
damage and loss of production from accidents, natural disasters and other causes.
|
Item 1B.
|
Unresolved Staff Comments:
|
Item 2.
|
Properties:
|
Segment/Category Primarily Supported
|
Number of Principal
Locations
|
Owned
|
Leased
|
||||||
Americas
|
13
|
|
|
5
|
|
|
8
|
|
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EMEA
|
4
|
|
|
4
|
|
|
—
|
|
|
Other
|
4
|
|
|
2
|
|
|
2
|
|
|
Total
|
21
|
|
|
11
|
|
|
10
|
|
|
Item 3.
|
Legal Proceedings:
|
Item 4.
|
Mine Safety Disclosures:
|
Name
|
Age
|
Position
|
Guillaume M. Alvarez
|
56
|
Senior Vice President, EMEA
|
Sara E. Armbruster
|
45
|
Vice President, Strategy, Research and New Business Innovation
|
Ulrich H. E. Gwinner
|
52
|
President, Asia Pacific
|
James P. Keane
|
56
|
President and Chief Executive Officer, Director
|
Robert G. Krestakos
|
54
|
Vice President, Global Operations
|
Terrence J. Lenhardt
|
56
|
Vice President, Chief Information Officer
|
James N. Ludwig
|
52
|
Vice President, Global Design and Product Engineering
|
Mark T. Mossing
|
58
|
Corporate Controller and Chief Accounting Officer
|
Gale Moutrey
|
57
|
Vice President, Communications
|
Lizbeth S. O’Shaughnessy
|
54
|
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
|
Eddy F. Schmitt
|
44
|
Senior Vice President, Americas
|
Allan W. Smith, Jr.
|
48
|
Vice President, Global Marketing
|
David C. Sylvester
|
51
|
Senior Vice President, Chief Financial Officer
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:
|
Class A Common Stock
Per Share Price Range
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
20.45
|
|
|
$
|
19.79
|
|
|
$
|
20.30
|
|
|
$
|
20.37
|
|
|
Low
|
$
|
16.88
|
|
|
$
|
16.06
|
|
|
$
|
17.07
|
|
|
$
|
11.67
|
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
17.27
|
|
|
$
|
17.94
|
|
|
$
|
18.22
|
|
|
$
|
18.84
|
|
|
Low
|
$
|
13.98
|
|
|
$
|
14.30
|
|
|
$
|
15.13
|
|
|
$
|
16.33
|
|
|
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)
|
||||||
11/28/2015 - 01/01/2016
|
496,871
|
|
$
|
14.62
|
|
496,062
|
|
$
|
52.9
|
|
01/02/2016 - 01/29/2016
|
2,506,129
|
|
$
|
13.92
|
|
2,503,938
|
|
$
|
168.0
|
|
01/30/2016 - 2/26/2016
|
—
|
|
$
|
—
|
|
—
|
|
$
|
168.0
|
|
Total
|
3,003,000
|
|
(2)
|
3,000,000
|
|
|
|
(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, and in January 2016, the Board of Directors approved an additional share repurchase program permitting the repurchase of up to $150 of shares of our common stock. These programs have no specific expiration dates.
|
(2)
|
3,000
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.
|
Selected Financial Data:
|
|
Year Ended
|
|||||||||||||||||||
Financial Highlights
|
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
February 22,
2013 |
February 24,
2012 |
|||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,060.0
|
|
|
$
|
3,059.7
|
|
|
$
|
2,988.9
|
|
|
$
|
2,868.7
|
|
|
$
|
2,749.5
|
|
|
Gross profit
|
971.2
|
|
|
916.0
|
|
|
945.2
|
|
|
866.0
|
|
|
809.7
|
|
|
|||||
Operating income
|
174.6
|
|
|
144.9
|
|
|
165.9
|
|
|
59.3
|
|
|
97.1
|
|
|
|||||
Income before income tax expense
|
174.8
|
|
|
137.0
|
|
|
147.2
|
|
|
54.9
|
|
|
82.0
|
|
|
|||||
Net income
|
170.3
|
|
|
86.1
|
|
|
87.7
|
|
|
38.8
|
|
|
56.7
|
|
|
|||||
Supplemental Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring costs
|
$
|
(19.9
|
)
|
|
$
|
(40.6
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(34.7
|
)
|
|
$
|
(30.5
|
)
|
|
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
|
(59.9
|
)
|
|
—
|
|
|
|||||
Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
$
|
1.37
|
|
|
$
|
0.69
|
|
|
$
|
0.70
|
|
|
$
|
0.30
|
|
|
$
|
0.43
|
|
|
Diluted earnings per common share
|
$
|
1.36
|
|
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
$
|
0.30
|
|
|
$
|
0.43
|
|
|
Weighted average shares outstanding - basic
|
124.3
|
|
|
124.4
|
|
|
126.0
|
|
|
127.4
|
|
|
131.9
|
|
|
|||||
Weighted average shares outstanding - diluted
|
125.3
|
|
|
126.0
|
|
|
127.3
|
|
|
129.1
|
|
|
131.9
|
|
|
|||||
Dividends paid per common share
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.24
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
181.9
|
|
|
$
|
176.5
|
|
|
$
|
201.8
|
|
|
$
|
150.4
|
|
|
$
|
112.1
|
|
|
Short-term investments
|
84.1
|
|
|
68.3
|
|
|
119.5
|
|
|
100.5
|
|
|
79.1
|
|
|
|||||
Company-owned life insurance ("COLI")
|
160.4
|
|
|
159.5
|
|
|
154.3
|
|
|
225.8
|
|
|
227.6
|
|
|
|||||
Working capital (1)
|
266.4
|
|
|
264.9
|
|
|
295.3
|
|
|
237.1
|
|
|
197.2
|
|
|
|||||
Total assets
|
1,808.6
|
|
|
1,719.6
|
|
|
1,724.0
|
|
|
1,686.4
|
|
|
1,675.9
|
|
|
|||||
Total debt
|
299.1
|
|
|
282.1
|
|
|
289.7
|
|
|
292.2
|
|
|
294.5
|
|
|
|||||
Total liabilities
|
1,071.7
|
|
|
1,055.8
|
|
|
1,052.3
|
|
|
1,024.8
|
|
|
995.4
|
|
|
|||||
Total shareholders’ equity
|
736.9
|
|
|
663.8
|
|
|
677.1
|
|
|
668.0
|
|
|
686.5
|
|
|
|||||
Statement of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
186.4
|
|
|
$
|
84.2
|
|
|
$
|
178.8
|
|
|
$
|
187.3
|
|
|
$
|
101.7
|
|
|
Investing activities
|
(87.8
|
)
|
|
(14.3
|
)
|
|
(25.2
|
)
|
|
(85.5
|
)
|
|
203.2
|
|
|
|||||
Financing activities
|
(90.1
|
)
|
|
(89.8
|
)
|
|
(101.6
|
)
|
|
(64.2
|
)
|
|
(334.3
|
)
|
|
(1)
|
Working capital equals current assets minus current liabilities, as presented in the Consolidated Balance Sheets.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
Statement of Operations Data—
Consolidated
|
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
|
February 27,
2015 |
|
February 28,
2014 |
|
||||||||||||||||
Revenue
|
$
|
3,060.0
|
|
|
100.0
|
%
|
|
$
|
3,059.7
|
|
|
100.0
|
%
|
|
$
|
2,988.9
|
|
|
100.0
|
%
|
|
Cost of sales
|
2,075.5
|
|
|
67.8
|
|
|
2,106.2
|
|
|
68.8
|
|
|
2,046.5
|
|
|
68.5
|
|
|
|||
Restructuring costs (benefits)
|
13.3
|
|
|
0.5
|
|
|
37.5
|
|
|
1.2
|
|
|
(2.8
|
)
|
|
(0.1
|
)
|
|
|||
Gross profit
|
971.2
|
|
|
31.7
|
|
|
916.0
|
|
|
30.0
|
|
|
945.2
|
|
|
31.6
|
|
|
|||
Operating expenses
|
790.0
|
|
|
25.8
|
|
|
768.0
|
|
|
25.1
|
|
|
757.0
|
|
|
25.3
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
0.4
|
|
|
|||
Restructuring costs
|
6.6
|
|
|
0.2
|
|
|
3.1
|
|
|
0.1
|
|
|
9.4
|
|
|
0.3
|
|
|
|||
Operating income
|
174.6
|
|
|
5.7
|
|
|
144.9
|
|
|
4.8
|
|
|
165.9
|
|
|
5.6
|
|
|
|||
Interest expense
|
(17.6
|
)
|
|
(0.6
|
)
|
|
(17.7
|
)
|
|
(0.6
|
)
|
|
(17.8
|
)
|
|
(0.6
|
)
|
|
|||
Investment income (loss)
|
1.5
|
|
|
0.1
|
|
|
1.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
|||
Other income (expense), net
|
16.3
|
|
|
0.5
|
|
|
8.4
|
|
|
0.3
|
|
|
(0.6
|
)
|
|
—
|
|
|
|||
Income before income tax expense
|
174.8
|
|
|
5.7
|
|
|
137.0
|
|
|
4.5
|
|
|
147.2
|
|
|
5.0
|
|
|
|||
Income tax expense
|
4.5
|
|
|
0.1
|
|
|
50.9
|
|
|
1.7
|
|
|
59.5
|
|
|
2.0
|
|
|
|||
Net income
|
$
|
170.3
|
|
|
5.6
|
%
|
|
$
|
86.1
|
|
|
2.8
|
%
|
|
$
|
87.7
|
|
|
3.0
|
%
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
1.37
|
|
|
|
|
$
|
0.69
|
|
|
|
|
$
|
0.70
|
|
|
|
|
|||
Diluted
|
$
|
1.36
|
|
|
|
|
$
|
0.68
|
|
|
|
|
$
|
0.69
|
|
|
|
|
Organic Revenue Growth—Consolidated
|
Year Ended
|
|||||||
February 26,
2016 |
February 27,
2015 |
|||||||
Prior year revenue
|
$
|
3,059.7
|
|
|
$
|
2,988.9
|
|
|
Divestitures
|
(3.2
|
)
|
|
(1.5
|
)
|
|
||
Impact of additional week *
|
—
|
|
|
(42.0
|
)
|
|
||
Currency translation effects **
|
(110.1
|
)
|
|
(26.7
|
)
|
|
||
Prior year revenue, adjusted
|
2,946.4
|
|
|
2,918.7
|
|
|
||
Current year revenue
|
3,060.0
|
|
|
3,059.7
|
|
|
||
Acquisition
|
(22.6
|
)
|
|
—
|
|
|
||
Current year revenue, adjusted
|
3,037.4
|
|
|
3,059.7
|
|
|
||
Organic growth $
|
$
|
91.0
|
|
|
$
|
141.0
|
|
|
Organic growth %
|
3
|
%
|
|
5
|
%
|
|
Reconciliation of Operating Income to
Adjusted Operating Income
|
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
|
February 27,
2015 |
|
February 28,
2014 |
|
||||||||||||||||
Operating income
|
$
|
174.6
|
|
|
5.7
|
%
|
|
$
|
144.9
|
|
|
4.8
|
%
|
|
$
|
165.9
|
|
|
5.6
|
%
|
|
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
0.4
|
|
|
|||
Add: restructuring costs
|
19.9
|
|
|
0.7
|
|
|
40.6
|
|
|
1.3
|
|
|
6.6
|
|
|
0.2
|
|
|
|||
Adjusted operating income
|
$
|
194.5
|
|
|
6.4
|
%
|
|
$
|
185.5
|
|
|
6.1
|
%
|
|
$
|
185.4
|
|
|
6.2
|
%
|
|
•
|
approximately $10.3 of costs associated with an extra week in 2014,
|
•
|
favorable foreign currency translation effects of $4.7,
|
•
|
a reduction of $2.0 in environmental charges,
|
•
|
a reduction of $0.9 related to divestitures,
|
•
|
higher variable compensation expense of $8.6,
|
•
|
higher costs associated with a dealer accounts receivable reserve of $4.0, and
|
•
|
other costs of $16.3 primarily related to increased spending on sales staff, marketing and product development initiatives in the Americas, higher tax consulting and a biennial sales and dealer conference.
|
•
|
severance and business exit costs of $50.6 primarily associated with manufacturing footprint changes in EMEA,
|
•
|
a gain of $12.0 related to the sale of an idle facility in the Americas segment exited in connection with previously announced restructuring actions, and
|
•
|
severance and business exit costs of $2.0 primarily associated with a plant closure in the Americas segment.
|
Interest Expense, Investment Income (Loss) and Other Income (Expense), Net
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Interest expense
|
$
|
(17.6
|
)
|
|
$
|
(17.7
|
)
|
|
$
|
(17.8
|
)
|
|
Investment income (loss)
|
1.5
|
|
|
1.4
|
|
|
(0.3
|
)
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Equity in income of unconsolidated affiliates
|
13.4
|
|
|
15.2
|
|
|
10.2
|
|
|
|||
Foreign exchange loss
|
(4.0
|
)
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|
|||
Miscellaneous, net
|
6.9
|
|
|
(1.8
|
)
|
|
(5.8
|
)
|
|
|||
Total other income (expense), net
|
16.3
|
|
|
8.4
|
|
|
(0.6
|
)
|
|
|||
Total interest expense, investment income (loss) and other income (expense), net
|
$
|
0.2
|
|
|
$
|
(7.9
|
)
|
|
$
|
(18.7
|
)
|
|
Statement of Operations Data—
Americas
|
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Revenue
|
$
|
2,256.0
|
|
|
100.0
|
%
|
|
$
|
2,180.7
|
|
|
100.0
|
%
|
|
$
|
2,154.4
|
|
|
100.0
|
%
|
|
Cost of sales
|
1,473.6
|
|
|
65.3
|
|
|
1,449.3
|
|
|
66.5
|
|
|
1,438.2
|
|
|
66.8
|
|
|
|||
Restructuring costs (benefits)
|
2.4
|
|
|
0.1
|
|
|
(10.0
|
)
|
|
(0.5
|
)
|
|
0.7
|
|
|
—
|
|
|
|||
Gross profit
|
780.0
|
|
|
34.6
|
|
|
741.4
|
|
|
34.0
|
|
|
715.5
|
|
|
33.2
|
|
|
|||
Operating expenses
|
517.7
|
|
|
23.0
|
|
|
481.5
|
|
|
22.1
|
|
|
467.1
|
|
|
21.7
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Restructuring costs (benefits)
|
(2.9
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.1
|
|
|
|||
Operating income
|
$
|
265.2
|
|
|
11.7
|
%
|
|
$
|
259.9
|
|
|
11.9
|
%
|
|
$
|
247.4
|
|
|
11.4
|
%
|
|
Organic Revenue Growth—Americas
|
Year Ended
|
|||||||
February 26,
2016 |
February 27,
2015 |
|||||||
Prior year revenue
|
$
|
2,180.7
|
|
|
$
|
2,154.4
|
|
|
Impact of additional week *
|
—
|
|
|
(36.2
|
)
|
|
||
Currency translation effects **
|
(19.0
|
)
|
|
(10.3
|
)
|
|
||
Prior year revenue, adjusted
|
2,161.7
|
|
|
2,107.9
|
|
|
||
Current year revenue
|
2,256.0
|
|
|
2,180.7
|
|
|
||
Acquisition
|
(22.6
|
)
|
|
—
|
|
|
||
Current year revenue, adjusted
|
2,233.4
|
|
|
2,180.7
|
|
|
||
Organic growth $
|
$
|
71.7
|
|
|
$
|
72.8
|
|
|
Organic growth %
|
3
|
%
|
|
3
|
%
|
|
Reconciliation of Operating Income to
Adjusted Operating Income—Americas |
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Operating income
|
$
|
265.2
|
|
|
11.7
|
%
|
|
$
|
259.9
|
|
|
11.9
|
%
|
|
$
|
247.4
|
|
|
11.4
|
%
|
|
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Add: restructuring costs (benefits)
|
(0.5
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
(0.5
|
)
|
|
1.7
|
|
|
0.1
|
|
|
|||
Adjusted operating income
|
$
|
264.7
|
|
|
11.7
|
%
|
|
$
|
249.9
|
|
|
11.4
|
%
|
|
$
|
249.1
|
|
|
11.5
|
%
|
|
•
|
Product categories
— Six out of seven product categories grew in
2016
, led by Furniture, Turnstone and Seating. Architectural Solutions also improved by achieving a double-digit percentage growth rate. Technology declined compared to the prior year.
|
•
|
Vertical markets
— Federal Government, Financial Services, Technical and Professional and Manufacturing experienced strong growth rates, while Energy declined.
|
•
|
Geographic regions
— The East and South Business Groups showed growth over
2015
, while the West Business Group declined.
|
•
|
Contract type
— Project sales and continuing business experienced growth, while marketing programs declined year-over-year.
|
•
|
Product categories
— Five out of seven product categories grew in 2015, led by Furniture and Coalesse. Architectural Solutions and Turnstone also improved by achieving double-digit percentage growth rates. Technology and Health declined compared to the prior year.
|
•
|
Vertical markets
— Energy, Technical and Professional, Information Technology and Insurance experienced strong growth rates, while Federal Government declined.
|
•
|
Geographic regions
— All regions showed growth over 2014, led by the West Business Group.
|
•
|
Contract type
— The strongest growth came from project sales, while continuing business grew modestly and marketing programs declined year-over-year.
|
Statement of Operations Data—EMEA
|
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Revenue
|
$
|
520.6
|
|
|
100.0
|
%
|
|
$
|
595.4
|
|
|
100.0
|
%
|
|
$
|
566.9
|
|
|
100.0
|
%
|
|
Cost of sales
|
416.3
|
|
|
80.0
|
|
|
465.2
|
|
|
78.1
|
|
|
429.5
|
|
|
75.8
|
|
|
|||
Restructuring costs (benefits)
|
10.9
|
|
|
2.1
|
|
|
47.5
|
|
|
8.0
|
|
|
(3.6
|
)
|
|
(0.6
|
)
|
|
|||
Gross profit
|
93.4
|
|
|
17.9
|
|
|
82.7
|
|
|
13.9
|
|
|
141.0
|
|
|
24.8
|
|
|
|||
Operating expenses
|
148.2
|
|
|
28.5
|
|
|
162.4
|
|
|
27.3
|
|
|
164.2
|
|
|
29.0
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Restructuring costs
|
9.5
|
|
|
1.8
|
|
|
3.1
|
|
|
0.5
|
|
|
8.2
|
|
|
1.4
|
|
|
|||
Operating loss
|
$
|
(64.3
|
)
|
|
(12.4
|
)%
|
|
$
|
(82.8
|
)
|
|
(13.9
|
)%
|
|
$
|
(31.4
|
)
|
|
(5.6
|
)%
|
|
Organic Revenue Growth—EMEA
|
Year Ended
|
|||||||
February 26,
2016 |
February 27,
2015 |
|||||||
Prior year revenue
|
$
|
595.4
|
|
|
$
|
566.9
|
|
|
Divestitures
|
(3.2
|
)
|
|
(1.5
|
)
|
|
||
Impact of additional week *
|
—
|
|
|
—
|
|
|
||
Currency translation effects **
|
(79.2
|
)
|
|
(13.5
|
)
|
|
||
Prior year revenue, adjusted
|
513.0
|
|
|
551.9
|
|
|
||
Current year revenue
|
520.6
|
|
|
595.4
|
|
|
||
Organic growth $
|
$
|
7.6
|
|
|
$
|
43.5
|
|
|
Organic growth %
|
1
|
%
|
|
8
|
%
|
|
Reconciliation of Operating Loss to
Adjusted Operating Loss—EMEA |
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Operating loss
|
$
|
(64.3
|
)
|
|
(12.4
|
)%
|
|
$
|
(82.8
|
)
|
|
(13.9
|
)%
|
|
$
|
(31.4
|
)
|
|
(5.6
|
)%
|
|
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Add: restructuring costs
|
20.4
|
|
|
3.9
|
|
|
50.6
|
|
|
8.5
|
|
|
4.6
|
|
|
0.8
|
|
|
|||
Adjusted operating loss
|
$
|
(43.9
|
)
|
|
(8.5
|
)%
|
|
$
|
(32.2
|
)
|
|
(5.4
|
)%
|
|
$
|
(26.8
|
)
|
|
(4.8
|
)%
|
|
Statement of Operations Data—Other
|
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Revenue
|
$
|
283.4
|
|
|
100.0
|
%
|
|
$
|
283.6
|
|
|
100.0
|
%
|
|
$
|
267.6
|
|
|
100.0
|
%
|
|
Cost of sales
|
185.6
|
|
|
65.5
|
|
|
191.7
|
|
|
67.6
|
|
|
178.8
|
|
|
66.8
|
|
|
|||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|||
Gross profit
|
97.8
|
|
|
34.5
|
|
|
91.9
|
|
|
32.4
|
|
|
88.7
|
|
|
33.2
|
|
|
|||
Operating expenses
|
86.6
|
|
|
30.5
|
|
|
87.1
|
|
|
30.7
|
|
|
84.3
|
|
|
31.5
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
4.8
|
|
|
|||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
|||
Operating income
|
$
|
11.2
|
|
|
4.0
|
%
|
|
$
|
4.8
|
|
|
1.7
|
%
|
|
$
|
(8.7
|
)
|
|
(3.2
|
)%
|
|
Organic Revenue Growth—Other
|
Year Ended
|
|||||||
February 26,
2016 |
February 27,
2015 |
|||||||
Prior year revenue
|
$
|
283.6
|
|
|
$
|
267.6
|
|
|
Impact of additional week *
|
—
|
|
|
(5.8
|
)
|
|
||
Currency translation effects **
|
(11.9
|
)
|
|
(2.9
|
)
|
|
||
Prior year revenue, adjusted
|
271.7
|
|
|
258.9
|
|
|
||
Current year revenue
|
283.4
|
|
|
283.6
|
|
|
||
Organic growth $
|
$
|
11.7
|
|
|
$
|
24.7
|
|
|
Organic growth %
|
4
|
%
|
|
10
|
%
|
|
Reconciliation of Operating Income (Loss) to
Adjusted Operating Income—Other |
Year Ended
|
||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Operating income (loss)
|
$
|
11.2
|
|
|
4.0
|
%
|
|
$
|
4.8
|
|
|
1.7
|
%
|
|
$
|
(8.7
|
)
|
|
(3.2
|
)%
|
|
Add: goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
4.8
|
|
|
|||
Add: restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
|||
Adjusted operating income
|
$
|
11.2
|
|
|
4.0
|
%
|
|
$
|
4.8
|
|
|
1.7
|
%
|
|
$
|
4.5
|
|
|
1.7
|
%
|
|
Statement of Operations Data—Corporate
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Operating expenses
|
$
|
37.5
|
|
|
$
|
37.0
|
|
|
$
|
41.4
|
|
|
Liquidity Sources
|
February 26,
2016 |
February 27,
2015 |
||||||
Cash and cash equivalents
|
$
|
181.9
|
|
|
$
|
176.5
|
|
|
Short-term investments
|
84.1
|
|
|
68.3
|
|
|
||
Company-owned life insurance
|
160.4
|
|
|
159.5
|
|
|
||
Availability under credit facilities
|
151.7
|
|
|
154.7
|
|
|
||
Total liquidity
|
$
|
578.1
|
|
|
$
|
559.0
|
|
|
Cash Flow Data
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
$
|
186.4
|
|
|
$
|
84.2
|
|
|
$
|
178.8
|
|
|
Investing activities
|
(87.8
|
)
|
|
(14.3
|
)
|
|
(25.2
|
)
|
|
|||
Financing activities
|
(90.1
|
)
|
|
(89.8
|
)
|
|
(101.6
|
)
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(3.1
|
)
|
|
(5.4
|
)
|
|
(0.6
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
5.4
|
|
|
(25.3
|
)
|
|
51.4
|
|
|
|||
Cash and cash equivalents, beginning of period
|
176.5
|
|
|
201.8
|
|
|
150.4
|
|
|
|||
Cash and cash equivalents, end of period
|
$
|
181.9
|
|
|
$
|
176.5
|
|
|
$
|
201.8
|
|
|
Cash Flow Data—Operating Activities
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Net income
|
$
|
170.3
|
|
|
$
|
86.1
|
|
|
$
|
87.7
|
|
|
Depreciation and amortization
|
65.7
|
|
|
59.9
|
|
|
60.0
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
|||
Gain from partial sale of investment in unconsolidated affiliate
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
|||
Deferred income taxes
|
(68.3
|
)
|
|
0.4
|
|
|
14.1
|
|
|
|||
Restructuring gains on sale of fixed assets
|
(2.8
|
)
|
|
(12.0
|
)
|
|
(4.5
|
)
|
|
|||
Non-cash stock compensation
|
21.0
|
|
|
18.4
|
|
|
16.8
|
|
|
|||
Equity in income of unconsolidated affiliates
|
(13.4
|
)
|
|
(15.2
|
)
|
|
(10.2
|
)
|
|
|||
Dividends received from unconsolidated affiliates
|
12.4
|
|
|
10.7
|
|
|
6.2
|
|
|
|||
Other
|
0.3
|
|
|
(5.1
|
)
|
|
2.6
|
|
|
|||
Changes in accounts receivable, inventories and accounts payable
|
3.4
|
|
|
(58.3
|
)
|
|
(16.1
|
)
|
|
|||
Assets related to derivative instruments
|
22.3
|
|
|
(23.8
|
)
|
|
1.0
|
|
|
|||
VAT recoverable
|
(28.9
|
)
|
|
(4.3
|
)
|
|
(1.8
|
)
|
|
|||
Changes in employee compensation liabilities
|
20.4
|
|
|
(0.8
|
)
|
|
13.1
|
|
|
|||
Changes in other operating assets and liabilities
|
(7.5
|
)
|
|
28.2
|
|
|
(3.0
|
)
|
|
|||
Net cash provided by operating activities
|
$
|
186.4
|
|
|
$
|
84.2
|
|
|
$
|
178.8
|
|
|
Cash Flow Data—Investing Activities
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Capital expenditures
|
$
|
(93.4
|
)
|
|
$
|
(97.5
|
)
|
|
$
|
(86.8
|
)
|
|
Proceeds from disposal of fixed assets
|
5.6
|
|
|
19.7
|
|
|
9.5
|
|
|
|||
Purchases of investments
|
(105.7
|
)
|
|
(91.4
|
)
|
|
(146.7
|
)
|
|
|||
Liquidations of investments
|
95.1
|
|
|
149.1
|
|
|
122.3
|
|
|
|||
Liquidations of COLI
|
—
|
|
|
—
|
|
|
74.5
|
|
|
|||
Proceeds from partial sale of investment in unconsolidated affiliate
|
18.0
|
|
|
—
|
|
|
—
|
|
|
|||
Acquisition, net of cash acquired
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
|||
Other
|
(0.5
|
)
|
|
5.8
|
|
|
2.0
|
|
|
|||
Net cash used in investing activities
|
$
|
(87.8
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
(25.2
|
)
|
|
Cash Flow Data—Financing Activities
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Dividends paid
|
$
|
(57.0
|
)
|
|
$
|
(52.5
|
)
|
|
$
|
(50.2
|
)
|
|
Common stock repurchases
|
(56.4
|
)
|
|
(36.3
|
)
|
|
(49.9
|
)
|
|
|||
Excess tax benefit from vesting of stock awards
|
7.0
|
|
|
1.6
|
|
|
0.5
|
|
|
|||
Net borrowings and repayments of debt
|
16.3
|
|
|
(2.6
|
)
|
|
(2.0
|
)
|
|
|||
Net cash used in financing activities
|
$
|
(90.1
|
)
|
|
$
|
(89.8
|
)
|
|
$
|
(101.6
|
)
|
|
Contractual Obligations
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Less than
1 Year
|
1-3
Years
|
3-5
Years
|
After 5
Years
|
||||||||||||||||
Long-term debt and short-term borrowings
|
$
|
299.1
|
|
|
$
|
2.5
|
|
|
$
|
5.5
|
|
|
$
|
253.5
|
|
|
$
|
37.6
|
|
|
Estimated interest on debt obligations
|
84.2
|
|
|
16.7
|
|
|
33.2
|
|
|
33.0
|
|
|
1.3
|
|
|
|||||
Operating leases
|
213.3
|
|
|
47.5
|
|
|
71.8
|
|
|
43.7
|
|
|
50.3
|
|
|
|||||
Committed capital expenditures
|
27.5
|
|
|
27.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Purchase obligations
|
62.4
|
|
|
37.9
|
|
|
20.9
|
|
|
3.6
|
|
|
—
|
|
|
|||||
Other liabilities
|
3.3
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Employee benefit and compensation obligations
|
278.5
|
|
|
133.4
|
|
|
37.0
|
|
|
27.0
|
|
|
81.1
|
|
|
|||||
Total
|
$
|
968.3
|
|
|
$
|
268.8
|
|
|
$
|
168.4
|
|
|
$
|
360.8
|
|
|
$
|
170.3
|
|
|
Liquidity Facilities
|
February 26,
2016 |
||
Global committed bank facility
|
$
|
125.0
|
|
Other committed bank facilities
|
5.0
|
|
|
Various uncommitted lines
|
21.7
|
|
|
Total credit lines available
|
151.7
|
|
|
Less: borrowings outstanding
|
—
|
|
|
Available capacity
|
$
|
151.7
|
|
Reportable Segment
|
Goodwill
|
Other Intangible
Assets, Net
|
||||||
Americas
|
$
|
87.9
|
|
|
$
|
9.1
|
|
|
EMEA
|
—
|
|
|
0.7
|
|
|
||
Other category
|
18.5
|
|
|
3.9
|
|
|
||
Total
|
$
|
106.4
|
|
|
$
|
13.7
|
|
|
Reportable Segment
|
Enterprise Value
Available in Excess
of Goodwill
|
||
Americas
|
$
|
1,697.0
|
|
Other category
|
51.0
|
|
Reportable Segment
|
Enterprise Value
Available in Excess
of Goodwill
|
||
Americas
|
$
|
1,434.0
|
|
Other category
|
42.0
|
|
|
Defined Benefit
Pension Plans
|
Post-Retirement
Plans
|
||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 26,
2016 |
February 27,
2015 |
|||||||||||||
Fair value of plan assets
|
$
|
47.3
|
|
|
$
|
54.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Benefit plan obligations
|
93.4
|
|
|
103.6
|
|
|
66.2
|
|
|
73.7
|
|
|
||||
Funded status
|
$
|
(46.1
|
)
|
|
$
|
(49.1
|
)
|
|
$
|
(66.2
|
)
|
|
$
|
(73.7
|
)
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk:
|
Item 8.
|
Financial Statements and Supplementary Data:
|
/s/ Deloitte & Touche LLP
|
|
DELOITTE & TOUCHE LLP
|
|
|
|
Grand Rapids, Michigan
|
|
April 15, 2016
|
|
/s/ Deloitte & Touche LLP
|
|
DELOITTE & TOUCHE LLP
|
|
|
|
Grand Rapids, Michigan
|
|
April 15, 2016
|
|
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Revenue
|
$
|
3,060.0
|
|
|
$
|
3,059.7
|
|
|
$
|
2,988.9
|
|
|
Cost of sales
|
2,075.5
|
|
|
2,106.2
|
|
|
2,046.5
|
|
|
|||
Restructuring costs (benefits)
|
13.3
|
|
|
37.5
|
|
|
(2.8
|
)
|
|
|||
Gross profit
|
971.2
|
|
|
916.0
|
|
|
945.2
|
|
|
|||
Operating expenses
|
790.0
|
|
|
768.0
|
|
|
757.0
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
|||
Restructuring costs
|
6.6
|
|
|
3.1
|
|
|
9.4
|
|
|
|||
Operating income
|
174.6
|
|
|
144.9
|
|
|
165.9
|
|
|
|||
Interest expense
|
(17.6
|
)
|
|
(17.7
|
)
|
|
(17.8
|
)
|
|
|||
Investment income (loss)
|
1.5
|
|
|
1.4
|
|
|
(0.3
|
)
|
|
|||
Other income (expense), net
|
16.3
|
|
|
8.4
|
|
|
(0.6
|
)
|
|
|||
Income before income tax expense
|
174.8
|
|
|
137.0
|
|
|
147.2
|
|
|
|||
Income tax expense
|
4.5
|
|
|
50.9
|
|
|
59.5
|
|
|
|||
Net income
|
$
|
170.3
|
|
|
$
|
86.1
|
|
|
$
|
87.7
|
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.37
|
|
|
$
|
0.69
|
|
|
$
|
0.70
|
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Net income
|
$
|
170.3
|
|
|
$
|
86.1
|
|
|
$
|
87.7
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), gross:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
(0.2
|
)
|
|
—
|
|
|
0.3
|
|
|
|||
Pension and other post-retirement liability adjustments
|
2.6
|
|
|
(16.8
|
)
|
|
1.1
|
|
|
|||
Derivative adjustments
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
(12.2
|
)
|
|
(19.2
|
)
|
|
4.1
|
|
|
|||
Total other comprehensive income (loss), gross
|
(9.8
|
)
|
|
(35.9
|
)
|
|
5.5
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss), tax (expense) benefit:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|||
Pension and other post-retirement liability adjustments
|
(0.4
|
)
|
|
5.7
|
|
|
(0.4
|
)
|
|
|||
Derivative adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Total other comprehensive income (loss), tax (expense) benefit
|
(0.4
|
)
|
|
5.7
|
|
|
(0.5
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
|||
Pension and other post-retirement liability adjustments
|
2.2
|
|
|
(11.1
|
)
|
|
0.7
|
|
|
|||
Derivative adjustments
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
(12.2
|
)
|
|
(19.2
|
)
|
|
4.1
|
|
|
|||
Total other comprehensive income (loss), net
|
(10.2
|
)
|
|
(30.2
|
)
|
|
5.0
|
|
|
|||
Comprehensive income
|
$
|
160.1
|
|
|
$
|
55.9
|
|
|
$
|
92.7
|
|
|
|
|
|
|
|
|
|
|
February 26,
2016 |
February 27,
2015 |
||||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
181.9
|
|
|
$
|
176.5
|
|
|
Short-term investments
|
84.1
|
|
|
68.3
|
|
|
||
Accounts receivable, net of allowances of $11.7 and $14.6
|
322.7
|
|
|
325.6
|
|
|
||
Inventories
|
159.4
|
|
|
166.2
|
|
|
||
Prepaid expenses
|
19.6
|
|
|
16.5
|
|
|
||
Other current assets
|
56.2
|
|
|
55.5
|
|
|
||
Total current assets
|
823.9
|
|
|
808.6
|
|
|
||
Property, plant and equipment, net of accumulated depreciation of $936.8 and $1,055.9
|
411.6
|
|
|
389.5
|
|
|
||
Company-owned life insurance ("COLI")
|
160.4
|
|
|
159.5
|
|
|
||
Deferred income taxes
|
211.6
|
|
|
146.5
|
|
|
||
Goodwill
|
106.4
|
|
|
107.2
|
|
|
||
Other intangible assets, net of accumulated amortization of $42.7 and $41.1
|
13.7
|
|
|
14.7
|
|
|
||
Investments in unconsolidated affiliates
|
51.0
|
|
|
59.1
|
|
|
||
Other assets
|
30.0
|
|
|
34.5
|
|
|
||
Total assets
|
$
|
1,808.6
|
|
|
$
|
1,719.6
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|||||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
209.6
|
|
|
$
|
215.0
|
|
|
Short-term borrowings and current portion of long-term debt
|
2.5
|
|
|
2.5
|
|
|
||
Accrued expenses:
|
|
|
|
|
||||
Employee compensation
|
169.9
|
|
|
151.9
|
|
|
||
Employee benefit plan obligations
|
36.5
|
|
|
29.4
|
|
|
||
Customer deposits
|
18.6
|
|
|
25.1
|
|
|
||
Product warranties
|
20.5
|
|
|
22.4
|
|
|
||
Other
|
99.9
|
|
|
97.4
|
|
|
||
Total current liabilities
|
557.5
|
|
|
543.7
|
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt less current maturities
|
296.6
|
|
|
279.6
|
|
|
||
Employee benefit plan obligations
|
142.5
|
|
|
158.2
|
|
|
||
Other long-term liabilities
|
75.1
|
|
|
74.3
|
|
|
||
Total long-term liabilities
|
514.2
|
|
|
512.1
|
|
|
||
Total liabilities
|
1,071.7
|
|
|
1,055.8
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock-no par value; 50,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
|
||
Class A common stock-no par value; 475,000,000 shares authorized, 87,759,355 and 89,248,134 issued and outstanding
|
—
|
|
|
—
|
|
|
||
Class B common stock-no par value; 475,000,000 shares authorized, 31,611,411 and 32,220,413 issued and outstanding
|
—
|
|
|
—
|
|
|
||
Additional paid-in capital
|
—
|
|
|
5.0
|
|
|
||
Accumulated other comprehensive loss
|
(39.6
|
)
|
|
(29.4
|
)
|
|
||
Retained earnings
|
776.5
|
|
|
688.2
|
|
|
||
Total shareholders’ equity
|
736.9
|
|
|
663.8
|
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,808.6
|
|
|
$
|
1,719.6
|
|
|
|
Common
Shares
Outstanding
|
Class A
Common
Stock
|
Class B
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Retained
Earnings
|
Total
Shareholders’
Equity
|
|||||||||||||||||||||
February 22, 2013
|
|
125,164,587
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27.2
|
|
|
$
|
(4.2
|
)
|
|
$
|
645.0
|
|
|
$
|
668.0
|
|
|
Common stock issuance
|
|
31,790
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
0.5
|
|
|
|||||||||
Common stock repurchases
|
|
(3,619,817
|
)
|
|
|
|
|
|
|
(43.7
|
)
|
|
|
|
(6.2
|
)
|
|
(49.9
|
)
|
|
||||||||
Tax effect of exercise of stock awards
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
0.5
|
|
|
|||||||||||
Performance units issued as common stock
|
|
1,018,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock units issued as common stock
|
|
281,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performance units and restricted stock units expense
|
|
|
|
|
|
|
|
16.3
|
|
|
|
|
|
|
16.3
|
|
|
|||||||||||
Other repurchases related to stock vested not yet issued
|
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
(0.8
|
)
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
5.0
|
|
|
|
|
5.0
|
|
|
|||||||||||
Dividends paid ($0.40 per share)
|
|
|
|
|
|
|
|
|
|
|
|
(50.2
|
)
|
|
(50.2
|
)
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
87.7
|
|
|
87.7
|
|
|
|||||||||||
February 28, 2014
|
|
122,876,764
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
676.3
|
|
|
$
|
677.1
|
|
|
Common stock issuance
|
|
48,064
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
|
0.8
|
|
|
|||||||||
Common stock repurchases
|
|
(2,365,897
|
)
|
|
|
|
|
|
|
(14.6
|
)
|
|
|
|
(21.7
|
)
|
|
(36.3
|
)
|
|
||||||||
Tax effect of exercise of stock awards
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|
|||||||||||
Performance units issued as common stock
|
|
453,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock units issued as common stock
|
|
455,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance units and restricted stock units expense
|
|
|
|
|
|
|
|
17.6
|
|
|
|
|
|
|
17.6
|
|
|
|||||||||||
Other repurchases related to stock vested not yet issued
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
|
|
(0.4
|
)
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
(30.2
|
)
|
|
|
|
(30.2
|
)
|
|
|||||||||||
Dividends paid ($0.42 per share)
|
|
|
|
|
|
|
|
|
|
|
|
(52.5
|
)
|
|
(52.5
|
)
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
86.1
|
|
|
86.1
|
|
|
|||||||||||
February 27, 2015
|
|
121,468,547
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
(29.4
|
)
|
|
$
|
688.2
|
|
|
$
|
663.8
|
|
|
Common stock issuance
|
|
39,052
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
0.7
|
|
|
|||||||||
Common stock repurchases
|
|
(3,737,573
|
)
|
|
|
|
|
|
|
(31.4
|
)
|
|
|
|
(25.0
|
)
|
|
(56.4
|
)
|
|
||||||||
Tax effect of exercise of stock awards
|
|
|
|
|
|
|
|
7.0
|
|
|
|
|
|
|
|
7.0
|
|
|
||||||||||
Performance units issued as common stock
|
|
1,026,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Restricted stock units issued as common stock
|
|
574,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance units and restricted stock units expense
|
|
|
|
|
|
|
|
20.3
|
|
|
|
|
|
|
20.3
|
|
|
|||||||||||
Other repurchases related to stock vested not yet issued
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
|
(1.6
|
)
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(10.2
|
)
|
|
|
|
|
(10.2
|
)
|
|
|||||||||
Dividends paid ($0.45 per share)
|
|
|
|
|
|
|
|
|
|
|
|
(57.0
|
)
|
|
(57.0
|
)
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
170.3
|
|
|
170.3
|
|
|
|||||||||||
February 26, 2016
|
|
119,370,766
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(39.6
|
)
|
|
$
|
776.5
|
|
|
$
|
736.9
|
|
|
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
$
|
170.3
|
|
|
$
|
86.1
|
|
|
$
|
87.7
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
65.7
|
|
|
59.9
|
|
|
60.0
|
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
12.9
|
|
|
|||
Gain from partial sale of investment in unconsolidated affiliate
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
|||
Deferred income taxes
|
(68.3
|
)
|
|
0.4
|
|
|
14.1
|
|
|
|||
Restructuring gains on sale of fixed assets
|
(2.8
|
)
|
|
(12.0
|
)
|
|
(4.5
|
)
|
|
|||
Non-cash stock compensation
|
21.0
|
|
|
18.4
|
|
|
16.8
|
|
|
|||
Equity in income of unconsolidated affiliates
|
(13.4
|
)
|
|
(15.2
|
)
|
|
(10.2
|
)
|
|
|||
Dividends received from unconsolidated affiliates
|
12.4
|
|
|
10.7
|
|
|
6.2
|
|
|
|||
Other
|
0.3
|
|
|
(5.1
|
)
|
|
2.6
|
|
|
|||
Changes in operating assets and liabilities, net of acquisition
|
|
|
|
|
|
|
||||||
Accounts receivable
|
0.7
|
|
|
(43.7
|
)
|
|
(15.7
|
)
|
|
|||
Inventories
|
6.8
|
|
|
(27.2
|
)
|
|
(13.1
|
)
|
|
|||
Assets related to derivative instruments
|
22.3
|
|
|
(23.8
|
)
|
|
1.0
|
|
|
|||
VAT recoverable
|
(28.9
|
)
|
|
(4.3
|
)
|
|
(1.8
|
)
|
|
|||
Other assets
|
2.9
|
|
|
12.1
|
|
|
(6.3
|
)
|
|
|||
Accounts payable
|
(4.1
|
)
|
|
12.6
|
|
|
12.7
|
|
|
|||
Restructuring reserve
|
(4.5
|
)
|
|
5.6
|
|
|
(1.4
|
)
|
|
|||
Employee compensation liabilities
|
20.4
|
|
|
(0.8
|
)
|
|
13.1
|
|
|
|||
Accrued expenses and other liabilities
|
(5.9
|
)
|
|
10.5
|
|
|
4.7
|
|
|
|||
Net cash provided by operating activities
|
186.4
|
|
|
84.2
|
|
|
178.8
|
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(93.4
|
)
|
|
(97.5
|
)
|
|
(86.8
|
)
|
|
|||
Proceeds from disposal of fixed assets
|
5.6
|
|
|
19.7
|
|
|
9.5
|
|
|
|||
Purchases of investments
|
(105.7
|
)
|
|
(91.4
|
)
|
|
(146.7
|
)
|
|
|||
Liquidations of investments
|
95.1
|
|
|
149.1
|
|
|
122.3
|
|
|
|||
Liquidations of COLI
|
—
|
|
|
—
|
|
|
74.5
|
|
|
|||
Proceeds from partial sale of investment in unconsolidated affiliate
|
18.0
|
|
|
—
|
|
|
—
|
|
|
|||
Acquisition, net of cash acquired
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
|||
Other
|
(0.5
|
)
|
|
5.8
|
|
|
2.0
|
|
|
|||
Net cash used in investing activities
|
(87.8
|
)
|
|
(14.3
|
)
|
|
(25.2
|
)
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Dividends paid
|
(57.0
|
)
|
|
(52.5
|
)
|
|
(50.2
|
)
|
|
|||
Common stock repurchases
|
(56.4
|
)
|
|
(36.3
|
)
|
|
(49.9
|
)
|
|
|||
Excess tax benefit from vesting of stock awards
|
7.0
|
|
|
1.6
|
|
|
0.5
|
|
|
|||
Borrowings of long-term debt, net of issuance costs
|
50.0
|
|
|
—
|
|
|
0.6
|
|
|
|||
Repayments of long-term debt
|
(33.7
|
)
|
|
(2.5
|
)
|
|
(2.5
|
)
|
|
|||
Borrowings of lines of credit
|
1.1
|
|
|
—
|
|
|
0.2
|
|
|
|||
Repayments of lines of credit
|
(1.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
|||
Net cash used in financing activities
|
(90.1
|
)
|
|
(89.8
|
)
|
|
(101.6
|
)
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(3.1
|
)
|
|
(5.4
|
)
|
|
(0.6
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
5.4
|
|
|
(25.3
|
)
|
|
51.4
|
|
|
|||
Cash and cash equivalents, beginning of period
|
176.5
|
|
|
201.8
|
|
|
150.4
|
|
|
|||
Cash and cash equivalents, end of period
|
$
|
181.9
|
|
|
$
|
176.5
|
|
|
$
|
201.8
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||||||
Income taxes paid, net of refunds received
|
$
|
57.0
|
|
|
$
|
60.4
|
|
|
$
|
33.1
|
|
|
Interest paid, net of amounts capitalized
|
$
|
17.1
|
|
|
$
|
17.2
|
|
|
$
|
17.4
|
|
|
1.
|
NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Net Reserve for Estimated Domestic Workers' Compensation Claims
|
Year Ended
|
|||||||
February 26, 2016
|
February 27, 2015
|
|||||||
Assets:
|
|
|
|
|
||||
Long-term -
Other long-term assets
|
$
|
4.0
|
|
|
$
|
4.5
|
|
|
Liabilities:
|
|
|
|
|
||||
Current -
Accrued expenses - other
|
3.5
|
|
|
3.8
|
|
|
||
Long-term -
Other long-term liabilities
|
13.4
|
|
|
14.4
|
|
|
||
|
16.9
|
|
|
18.2
|
|
|
||
Net reserve
|
$
|
12.9
|
|
|
$
|
13.7
|
|
|
Net Reserve for Estimated Product Liability Claims
|
Year Ended
|
|||||||
February 26, 2016
|
February 27, 2015
|
|||||||
Assets:
|
|
|
|
|
||||
Long-term -
Other long-term assets
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
Liabilities:
|
|
|
|
|
||||
Current -
Accrued expenses - other
|
1.5
|
|
|
1.1
|
|
|
||
Long-term -
Other long-term liabilities
|
8.3
|
|
|
8.3
|
|
|
||
|
9.8
|
|
|
9.4
|
|
|
||
Net reserve
|
$
|
7.1
|
|
|
$
|
6.9
|
|
|
Roll-Forward of Accrued
Liability for Product Warranties |
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Balance as of beginning of period
|
$
|
39.4
|
|
|
$
|
37.3
|
|
|
$
|
31.1
|
|
|
Accruals related to product warranties, recalls and retrofits
|
18.1
|
|
|
17.1
|
|
|
16.2
|
|
|
|||
Adjustments related to changes in estimates
|
—
|
|
|
—
|
|
|
4.6
|
|
|
|||
Reductions for settlements
|
(16.0
|
)
|
|
(13.6
|
)
|
|
(14.9
|
)
|
|
|||
Currency translation adjustments
|
0.6
|
|
|
(1.4
|
)
|
|
0.3
|
|
|
|||
Balance as of end of period
|
$
|
42.1
|
|
|
$
|
39.4
|
|
|
$
|
37.3
|
|
|
Environmental Contingencies
|
Year Ended
|
|||||||
February 26, 2016
|
February 27, 2015
|
|||||||
Current:
|
|
|
|
|
||||
Accrued expenses - other
|
$
|
1.0
|
|
|
$
|
5.6
|
|
|
Long-Term:
|
|
|
|
|
||||
Other long-term liabilities
|
3.5
|
|
|
—
|
|
|
||
Total environmental contingencies (discounted)
|
$
|
4.5
|
|
|
$
|
5.6
|
|
|
Consolidated Balance Sheets
|
February 26,
2016 |
February 27,
2015 |
||||||
Other current assets
|
$
|
1.8
|
|
|
$
|
24.1
|
|
|
Accrued expenses
|
(3.3
|
)
|
|
(3.1
|
)
|
|
||
Total net fair value of derivative instruments (1)
|
$
|
(1.5
|
)
|
|
$
|
21.0
|
|
|
(1)
|
The notional amounts of the outstanding foreign exchange forward contracts were
$145.4
as of
February 26, 2016
and
$212.7
as of
February 27, 2015
.
|
Gain (Loss) Recognized in Consolidated Statements of Income
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Cost of sales
|
$
|
(0.8
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(0.1
|
)
|
|
Operating expenses
|
(0.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
|||
Other income (expense), net
|
3.0
|
|
|
23.8
|
|
|
(3.5
|
)
|
|
|||
Total net gains (losses)
|
$
|
1.4
|
|
|
$
|
21.6
|
|
|
$
|
(3.6
|
)
|
|
3.
|
NEW ACCOUNTING STANDARDS
|
4.
|
EARNINGS PER SHARE
|
Computation of Earnings per Share
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Net income
|
$
|
170.3
|
|
|
$
|
86.1
|
|
|
$
|
87.7
|
|
|
Adjustment for earnings attributable to participating securities
|
(3.4
|
)
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
|||
Net income used in calculating earnings per share
|
$
|
166.9
|
|
|
$
|
84.5
|
|
|
$
|
86.3
|
|
|
Weighted-average common shares outstanding including participating securities (in millions)
|
124.3
|
|
|
124.4
|
|
|
126.0
|
|
|
|||
Adjustment for participating securities (in millions)
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(1.9
|
)
|
|
|||
Shares used in calculating basic earnings per share (in millions)
|
121.8
|
|
|
122.1
|
|
|
124.1
|
|
|
|||
Effect of dilutive stock-based compensation (in millions)
|
1.0
|
|
|
1.6
|
|
|
1.3
|
|
|
|||
Shares used in calculating diluted earnings per share (in millions)
|
122.8
|
|
|
123.7
|
|
|
125.4
|
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.37
|
|
|
$
|
0.69
|
|
|
$
|
0.70
|
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
Total common shares outstanding at period end (in millions)
|
119.4
|
|
|
121.5
|
|
|
122.9
|
|
|
|||
Anti-dilutive performance units excluded from computation of diluted earnings per share (in millions)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
5.
|
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 February 28, 2014
|
$
|
0.8
|
|
|
$
|
19.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
0.8
|
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(19.2
|
)
|
|
(26.8
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(3.5
|
)
|
|
0.1
|
|
|
—
|
|
|
(3.4
|
)
|
|
|||||
Net other comprehensive income (loss) during period
|
—
|
|
|
(11.1
|
)
|
|
0.1
|
|
|
(19.2
|
)
|
|
(30.2
|
)
|
|
|||||
Balance as of February 27, 2015
|
$
|
0.8
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
(38.7
|
)
|
|
$
|
(29.4
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
7.2
|
|
|
—
|
|
|
(12.2
|
)
|
|
(5.0
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(0.2
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
|||||
Net other comprehensive income (loss) during period
|
(0.2
|
)
|
|
2.2
|
|
|
—
|
|
|
(12.2
|
)
|
|
(10.2
|
)
|
|
|||||
Balance as of February 26, 2016
|
$
|
0.6
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
(50.9
|
)
|
|
$
|
(39.6
|
)
|
|
Detail of Accumulated Other Comprehensive
Income (Loss) Components |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line in the Consolidated Statements of Income
|
||||||||
Year Ended
|
||||||||||
February 26,
2016 |
February 27,
2015 |
|||||||||
Unrealized gains on investments
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
|
||
|
(0.2
|
)
|
|
—
|
|
|
Net income
|
|
||
|
|
|
|
|
|
|
||||
Unrealized gains on derivatives
|
—
|
|
|
0.1
|
|
|
Other income (expense), net
|
|
||
|
—
|
|
|
—
|
|
|
Income tax expense
|
|
||
|
—
|
|
|
0.1
|
|
|
Net income
|
|
||
Amortization of pension and other post-retirement liability adjustments
|
|
|
|
|
|
|
||||
Actuarial losses
|
0.2
|
|
|
1.3
|
|
|
Cost of sales
|
|
||
Actuarial losses
|
0.8
|
|
|
0.7
|
|
|
Operating expenses
|
|
||
Prior service credit
|
(4.2
|
)
|
|
(4.2
|
)
|
|
Cost of sales
|
|
||
Prior service credit
|
(5.0
|
)
|
|
(4.8
|
)
|
|
Operating expenses
|
|
||
|
3.2
|
|
|
3.5
|
|
|
Income tax expense
|
|
||
|
(5.0
|
)
|
|
(3.5
|
)
|
|
Net income
|
|
||
Total reclassifications
|
$
|
(5.2
|
)
|
|
$
|
(3.4
|
)
|
|
|
|
6.
|
FAIR VALUE
|
Fair Value of Financial Instruments
|
February 26, 2016
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
181.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181.9
|
|
|
Restricted cash
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
|
||||||||
U.S. agency debt securities
|
—
|
|
|
34.7
|
|
|
—
|
|
|
34.7
|
|
|
||||
Corporate debt securities
|
—
|
|
|
31.7
|
|
|
—
|
|
|
31.7
|
|
|
||||
Asset-backed securities
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
|
||||
U.S. government debt securities
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
||||
Municipal debt securities
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
4.4
|
|
|
4.4
|
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
||||
|
$
|
192.6
|
|
|
$
|
80.8
|
|
|
$
|
4.4
|
|
|
$
|
277.8
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Financial Instruments
|
February 27, 2015
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
176.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176.5
|
|
|
Restricted cash
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
|
||||||||
U.S. agency debt securities
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.1
|
|
|
||||
Corporate debt securities
|
—
|
|
|
30.7
|
|
|
—
|
|
|
30.7
|
|
|
||||
Asset-backed securities
|
—
|
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
||||
U.S. government debt securities
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
||||
Municipal debt securities
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
||||
Other investments
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.1
|
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
9.7
|
|
|
9.7
|
|
|
||||
Canadian asset-backed commercial paper restructuring notes
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
||||
|
$
|
183.3
|
|
|
$
|
91.5
|
|
|
$
|
9.7
|
|
|
$
|
284.5
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
Roll-forward of Fair Value Using Level 3 Inputs
|
Auction Rate
Securities
|
|||
Balance as of February 28, 2014
|
$
|
9.6
|
|
|
Unrealized gain on investments
|
0.1
|
|
|
|
Balance as of February 27, 2015
|
$
|
9.7
|
|
|
Unrealized loss on investments
|
(0.1
|
)
|
|
|
Redemption of auction rate securities at par
|
(5.2
|
)
|
|
|
Balance as of February 26, 2016
|
$
|
4.4
|
|
|
7.
|
INVENTORIES
|
Inventories
|
February 26,
2016 |
February 27,
2015 |
||||||
Raw materials and work-in-process
|
$
|
80.4
|
|
|
$
|
96.9
|
|
|
Finished goods
|
96.9
|
|
|
90.4
|
|
|
||
|
177.3
|
|
|
187.3
|
|
|
||
Revaluation to LIFO
|
17.9
|
|
|
21.1
|
|
|
||
|
$
|
159.4
|
|
|
$
|
166.2
|
|
|
8.
|
PROPERTY, PLANT AND EQUIPMENT
|
Property, Plant and Equipment
|
Estimated
Useful Lives
(Years)
|
February 26,
2016 |
February 27,
2015 |
|||||||
Land
|
|
|
$
|
32.7
|
|
|
$
|
34.1
|
|
|
Machinery and equipment
|
3 – 15
|
|
660.7
|
|
|
692.2
|
|
|
||
Buildings and improvements
|
10 – 40
|
|
379.3
|
|
|
478.7
|
|
|
||
Capitalized software
|
3 – 10
|
|
105.4
|
|
|
99.1
|
|
|
||
Furniture and fixtures
|
5 – 8
|
|
56.9
|
|
|
55.9
|
|
|
||
Leasehold improvements
|
3 – 10
|
|
56.0
|
|
|
54.8
|
|
|
||
Construction in progress
|
|
|
57.4
|
|
|
30.6
|
|
|
||
|
|
|
1,348.4
|
|
|
1,445.4
|
|
|
||
Accumulated depreciation
|
|
|
(936.8
|
)
|
|
(1,055.9
|
)
|
|
||
|
|
|
$
|
411.6
|
|
|
$
|
389.5
|
|
|
9.
|
COMPANY-OWNED LIFE INSURANCE
|
Type
|
Ability to Choose
Investments |
Net Return
|
Target Asset Allocation as of February 26, 2016
|
Net Cash Surrender Value
|
|||||||
February 26,
2016 |
February 27,
2015 |
||||||||||
Whole life
COLI policies
|
No ability
|
A rate of return set periodically by the
insurance companies |
Not applicable
|
$
|
121.7
|
|
|
$
|
118.1
|
|
|
Variable life
COLI policies
|
Can allocate across a set of choices provided by the insurance companies
|
Fluctuates depending on performance of underlying investments
|
35% fixed income; 65% equity
|
38.7
|
|
|
41.4
|
|
|
||
|
|
|
|
$
|
160.4
|
|
|
$
|
159.5
|
|
|
10.
|
GOODWILL & OTHER INTANGIBLE ASSETS
|
Goodwill
|
Americas
|
EMEA
|
Other
|
Total
|
||||||||||||
Goodwill
|
$
|
91.3
|
|
|
$
|
265.0
|
|
|
$
|
116.5
|
|
|
$
|
472.8
|
|
|
Accumulated impairment losses
|
(1.7
|
)
|
|
(265.0
|
)
|
|
(98.0
|
)
|
|
(364.7
|
)
|
|
||||
Balance as of February 28, 2014
|
$
|
89.6
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
108.1
|
|
|
Currency translation adjustments
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
||||
Goodwill
|
90.4
|
|
|
265.0
|
|
|
116.5
|
|
|
471.9
|
|
|
||||
Accumulated impairment losses
|
(1.7
|
)
|
|
(265.0
|
)
|
|
(98.0
|
)
|
|
(364.7
|
)
|
|
||||
Balance as of February 27, 2015
|
$
|
88.7
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
107.2
|
|
|
Currency translation adjustments
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
||||
Goodwill
|
89.6
|
|
|
265.0
|
|
|
116.5
|
|
|
471.1
|
|
|
||||
Accumulated impairment losses
|
(1.7
|
)
|
|
(265.0
|
)
|
|
(98.0
|
)
|
|
(364.7
|
)
|
|
||||
Balance as of February 26, 2016
|
$
|
87.9
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
106.4
|
|
|
Other Intangible Assets
|
February 26, 2016
|
February 27, 2015
|
|||||||||||||||||||||||||
Weighted
Average Useful Life (Years) |
Gross
|
Accumulated
Amortization |
Net
|
Gross
|
Accumulated
Amortization |
Net
|
|||||||||||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Proprietary technology
|
9.7
|
|
|
$
|
22.8
|
|
|
$
|
22.7
|
|
|
$
|
0.1
|
|
|
$
|
22.8
|
|
|
$
|
21.8
|
|
|
$
|
1.0
|
|
|
Trademarks
|
10.0
|
|
|
9.2
|
|
|
9.2
|
|
|
—
|
|
|
9.4
|
|
|
9.4
|
|
|
—
|
|
|
||||||
Non-compete agreements
|
5.1
|
|
|
1.6
|
|
|
1.4
|
|
|
0.2
|
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
||||||
Other
|
5.0
|
|
|
10.1
|
|
|
9.4
|
|
|
0.7
|
|
|
9.8
|
|
|
8.7
|
|
|
1.1
|
|
|
||||||
|
|
|
43.7
|
|
|
42.7
|
|
|
1.0
|
|
|
43.2
|
|
|
41.1
|
|
|
2.1
|
|
|
|||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trademarks and other
|
n/a
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|
||||||
|
|
|
$
|
56.4
|
|
|
$
|
42.7
|
|
|
$
|
13.7
|
|
|
$
|
55.8
|
|
|
$
|
41.1
|
|
|
$
|
14.7
|
|
|
Year Ending in February
|
Amount
|
||
2017
|
$
|
0.8
|
|
2018
|
0.2
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
|
$
|
1.0
|
|
11.
|
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
|
Investments in unconsolidated affiliates
|
February 26, 2016
|
February 27, 2015
|
||||||||||
Investment
Balance |
Ownership
Interest |
Investment
Balance |
Ownership
Interest |
|||||||||
Equity method investments
|
|
|
|
|
|
|
|
|
||||
Dealer relationships
|
$
|
23.4
|
|
|
20%-40%
|
|
$
|
22.1
|
|
|
20%-40%
|
|
Manufacturing joint ventures
|
11.5
|
|
|
49%
|
|
12.0
|
|
|
25%-49%
|
|
||
IDEO and other
|
9.6
|
|
|
10%-39%
|
|
18.5
|
|
|
20%-39%
|
|
||
|
44.5
|
|
|
|
|
52.6
|
|
|
|
|
||
Cost method investments
|
|
|
|
|
|
|
|
|
||||
Dealer relationship
|
5.8
|
|
|
Less than 10%
|
|
5.8
|
|
|
Less than 10%
|
|
||
Other
|
0.7
|
|
|
Less than 10%
|
|
0.7
|
|
|
Less than 10%
|
|
||
|
6.5
|
|
|
|
|
6.5
|
|
|
|
|
||
Total investments in unconsolidated affiliates
|
$
|
51.0
|
|
|
|
|
$
|
59.1
|
|
|
|
|
Equity in earnings of unconsolidated affiliates
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Dealer relationships
|
$
|
6.9
|
|
|
$
|
6.5
|
|
|
$
|
3.1
|
|
|
Manufacturing joint ventures
|
4.8
|
|
|
5.7
|
|
|
5.7
|
|
|
|||
IDEO and other
|
1.7
|
|
|
3.0
|
|
|
1.4
|
|
|
|||
Total equity in earnings of unconsolidated affiliates
|
$
|
13.4
|
|
|
$
|
15.2
|
|
|
$
|
10.2
|
|
|
Consolidated Balance Sheets
|
February 26,
2016 |
February 27,
2015 |
||||||
Total current assets
|
$
|
180.2
|
|
|
$
|
171.2
|
|
|
Total non-current assets
|
35.6
|
|
|
34.2
|
|
|
||
Total assets
|
$
|
215.8
|
|
|
$
|
205.4
|
|
|
Total current liabilities
|
$
|
101.7
|
|
|
$
|
88.9
|
|
|
Total long-term liabilities
|
11.8
|
|
|
18.6
|
|
|
||
Total liabilities
|
$
|
113.5
|
|
|
$
|
107.5
|
|
|
Statements of Income
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Revenue
|
$
|
635.1
|
|
|
$
|
573.5
|
|
|
$
|
450.7
|
|
|
Gross profit
|
182.1
|
|
|
167.3
|
|
|
141.3
|
|
|
|||
Income before income tax expense
|
43.5
|
|
|
49.7
|
|
|
36.0
|
|
|
|||
Net income
|
40.4
|
|
|
46.2
|
|
|
32.5
|
|
|
Supplemental Information
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Dividends received from unconsolidated affiliates
|
$
|
12.5
|
|
|
$
|
10.7
|
|
|
$
|
6.2
|
|
|
Sales to unconsolidated affiliates
|
273.3
|
|
|
277.4
|
|
|
222.3
|
|
|
|||
Amount due from unconsolidated affiliates
|
10.6
|
|
|
11.0
|
|
|
13.2
|
|
|
12.
|
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
|
Debt Obligations
|
Interest Rate Range as of February 26, 2016
|
Fiscal Year
Maturity Range |
February 26,
2016 |
February 27,
2015 |
||||||||
U.S. dollar obligations:
|
|
|
|
|
|
|
|
|
||||
Senior notes (1)
|
6.375%
|
|
2021
|
|
$
|
248.2
|
|
|
$
|
247.7
|
|
|
Revolving credit facilities (2)(4)
|
|
|
2018
|
|
—
|
|
|
—
|
|
|
||
Notes payable (3)
|
1.64%-3.5%
|
|
2017-2024
|
|
50.1
|
|
|
33.5
|
|
|
||
Capitalized lease obligations
|
6.0%-6.5%
|
|
2017-2018
|
|
0.1
|
|
|
0.1
|
|
|
||
|
|
|
|
|
298.4
|
|
|
281.3
|
|
|
||
Foreign currency obligations:
|
|
|
|
|
|
|
|
|
||||
Revolving credit facilities (4)
|
|
|
|
|
—
|
|
|
—
|
|
|
||
Notes payable
|
6.0%- 8.0%
|
|
|
|
0.3
|
|
|
0.3
|
|
|
||
Capitalized lease obligations
|
1.9%
|
|
2019
|
|
0.4
|
|
|
0.5
|
|
|
||
Total short-term borrowings and long-term debt
|
|
|
|
|
299.1
|
|
|
282.1
|
|
|
||
Short-term borrowings and current portion of long-term debt (5)
|
|
|
|
|
2.5
|
|
|
2.5
|
|
|
||
Long-term debt
|
|
|
|
|
$
|
296.6
|
|
|
$
|
279.6
|
|
|
(1)
|
We have
$250
of unsecured unsubordinated senior notes, due in February 2021 (“2021 Notes”). The 2021 Notes were issued at
99.953%
of par value. The bond discount of
$0.1
and direct debt issuance costs of
$3.0
were deferred and are being amortized over the life of the 2021 Notes. Although the coupon rate of the 2021 Notes is
6.375%
, the effective interest rate is
6.6%
after taking into account the impact of the direct debt issuance costs, a deferred loss on interest rate locks related to the debt issuance and the bond discount. The 2021 Notes rank equally with all of our other unsecured unsubordinated indebtedness, and they contain no financial covenants. We may redeem some or all of the 2021 Notes at any time. The redemption price would equal the greater of (1) the principal amount of the notes being redeemed; or (2) the present value of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the comparable U.S. Treasury rate plus 45 basis points; plus, in both cases, accrued and unpaid interest. If the notes are redeemed within 3 months of maturity, the redemption price would be equal to the principal amount of the notes being redeemed plus accrued and unpaid interest. Amortization expense related to the direct debt issuance costs and bond discount on the 2021 Notes was
$0.3
in
2016
,
2015
and
2014
.
|
(2)
|
We have a
$125
global committed five-year bank facility which was entered into in Q1 2013. As of
February 26, 2016
and
February 27, 2015
, there were no borrowings outstanding under the facility, our availability was not limited, and we were in compliance with all covenants under the facility. We have
$5.0
in other revolving credit facilities, from which we had no borrowings outstanding as of
February 26, 2016
and February 27, 2015.
|
(3)
|
As of
February 26, 2016
, we had a note payable with an original amount of
$50.0
at a floating interest rate based on
30-day LIBOR
plus
1.20%
. The loan is secured by our existing aircraft and the assignment of the purchase agreement for a new aircraft to be delivered in 2017, contains no financial covenants and is not cross-defaulted to our other debt facilities. The loan requires interest-only payments until delivery of the new aircraft. Thereafter, the loan has a term of
seven years
and requires fixed monthly principal payments of
$0.2
with a
$32
balloon payment due in
2024
. As of
February 27, 2015
, we had a note payable with an original amount of
$47.0
at a floating interest rate based on
30-day LIBOR
plus
3.35%
. The loan had a term of seven years and required fixed monthly principal payments of
$0.2
with a balloon payment of
$30
due in
2017
. In Q3 2016, we repaid the remaining
$31.9
on this note payable using a portion of the proceeds from the note payable due in 2024.
|
(4)
|
We have unsecured uncommitted short-term credit facilities of up to
$1.6
of U.S. dollar obligations and up to
$20.1
of foreign currency obligations with various financial institutions available for working capital purposes as of
February 26, 2016
. Interest rates are variable and determined at the time of borrowing. These credit facilities have no stated expiration date but may be changed or canceled by the banks at any time. There were no borrowings on these facilities as of
February 26, 2016
and
February 27, 2015
.
|
(5)
|
The weighted-average interest rate for short-term borrowings and the current portion of long-term debt was
1.8%
as of
February 26, 2016
and
3.5%
as of
February 27, 2015
.
|
Year Ending in February
|
Amount
|
|||
2017
|
$
|
2.5
|
|
|
2018
|
2.8
|
|
|
|
2019
|
2.7
|
|
|
|
2020
|
2.6
|
|
|
|
2021
|
250.9
|
|
|
|
Thereafter
|
37.6
|
|
|
|
|
$
|
299.1
|
|
|
•
|
the greatest of the prime rate, the Federal fund effective rate plus 0.5%, and the Eurocurrency rate for a one month interest period plus 1%, plus the applicable margin as set forth in the credit agreement; or
|
•
|
the Eurocurrency rate plus the applicable margin as set forth in the credit agreement.
|
•
|
A maximum leverage ratio covenant, which is measured by the ratio of (x) indebtedness (as determined under the credit agreement) less excess liquidity (as determined under the credit agreement) to (y) trailing four quarter Adjusted EBITDA (as determined under the credit agreement) and is required to be no greater than 3:1. (In the context of certain permitted acquisitions, we have a one-time ability, subject to certain conditions, to increase the maximum ratio to 3.25 to 1.0 for four consecutive quarters).
|
•
|
A minimum interest coverage ratio covenant, which is measured by the ratio of (y) trailing four quarter Adjusted EBITDA (as determined under the credit agreement) to (z) trailing four quarter interest expense and is required to be no less than 3.5:1.
|
13.
|
EMPLOYEE BENEFIT PLAN OBLIGATIONS
|
Employee Benefit Plan Obligations (net)
|
February 26,
2016 |
February 27,
2015 |
||||||
Defined contribution retirement plans
|
$
|
22.5
|
|
|
$
|
16.7
|
|
|
Post-retirement medical benefits
|
66.2
|
|
|
73.7
|
|
|
||
Defined benefit pension plans
|
46.1
|
|
|
49.1
|
|
|
||
Deferred compensation plans and agreements
|
43.1
|
|
|
46.8
|
|
|
||
|
$
|
177.9
|
|
|
$
|
186.3
|
|
|
|
|
|
|
|
||||
Employee benefit plan assets
|
|
|
|
|
||||
Long-term asset
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
||||
Employee benefit plan obligations
|
|
|
|
|
||||
Current portion
|
$
|
36.5
|
|
|
$
|
29.4
|
|
|
Long-term portion
|
142.5
|
|
|
158.2
|
|
|
||
|
$
|
179.0
|
|
|
$
|
187.6
|
|
|
Defined Benefit Pension
Plan Obligations |
February 26, 2016
|
February 27, 2015
|
||||||||||||||||||||||
Qualified Plans
|
Non-qualified
Supplemental Retirement Plans |
Qualified Plans
|
Non-qualified
Supplemental Retirement Plans |
|||||||||||||||||||||
Domestic
|
Foreign
|
Domestic
|
Foreign
|
|||||||||||||||||||||
Plan assets
|
$
|
8.1
|
|
|
$
|
39.2
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
|
$
|
45.7
|
|
|
$
|
—
|
|
|
Projected benefit plan obligations
|
9.5
|
|
|
50.9
|
|
|
33.0
|
|
|
10.2
|
|
|
59.8
|
|
|
33.6
|
|
|
||||||
Funded status
|
$
|
(1.4
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(33.6
|
)
|
|
Long-term asset
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
Current liability
|
—
|
|
|
(0.1
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
||||||
Long-term liability
|
(1.4
|
)
|
|
(12.7
|
)
|
|
(29.6
|
)
|
|
(1.4
|
)
|
|
(15.4
|
)
|
|
(30.0
|
)
|
|
||||||
Total benefit plan obligations
|
$
|
(1.4
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(33.6
|
)
|
|
Accumulated benefit obligation
|
$
|
9.5
|
|
|
$
|
47.2
|
|
|
$
|
32.6
|
|
|
$
|
10.2
|
|
|
$
|
55.3
|
|
|
$
|
32.7
|
|
|
Changes in Assets, Benefit Obligations and Funded Status
|
Defined Benefit
Pension Plans |
Post-Retirement
Plans |
||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 26,
2016 |
February 27,
2015 |
|||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
54.5
|
|
|
$
|
55.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Actual return on plan assets
|
(1.2
|
)
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
||||
Employer contributions
|
4.0
|
|
|
3.6
|
|
|
3.4
|
|
|
3.3
|
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|
||||
Estimated Medicare subsidies received
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
||||
Expenses
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
||||
Currency changes
|
(4.2
|
)
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
||||
Benefits paid
|
(5.6
|
)
|
|
(5.2
|
)
|
|
(6.2
|
)
|
|
(6.1
|
)
|
|
||||
Fair value of plan assets, end of year
|
47.3
|
|
|
54.5
|
|
|
—
|
|
|
—
|
|
|
Amounts recognized on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
||||||||
Long-term asset
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Current liability
|
(3.5
|
)
|
|
(3.6
|
)
|
|
(4.5
|
)
|
|
(4.6
|
)
|
|
||||
Long-term liability
|
(43.7
|
)
|
|
(46.8
|
)
|
|
(61.7
|
)
|
|
(69.1
|
)
|
|
||||
Net amount recognized
|
$
|
(46.1
|
)
|
|
$
|
(49.1
|
)
|
|
$
|
(66.2
|
)
|
|
$
|
(73.7
|
)
|
|
Amounts recognized in accumulated other comprehensive income—pretax:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss (gain)
|
$
|
19.4
|
|
|
$
|
23.9
|
|
|
$
|
(10.9
|
)
|
|
$
|
(3.7
|
)
|
|
Prior service cost (credit)
|
(0.9
|
)
|
|
(1.0
|
)
|
|
(17.9
|
)
|
|
(26.9
|
)
|
|
||||
Total amounts recognized in accumulated other comprehensive income—pretax
|
$
|
18.5
|
|
|
$
|
22.9
|
|
|
$
|
(28.8
|
)
|
|
$
|
(30.6
|
)
|
|
Estimated amounts to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss (gain)
|
$
|
0.8
|
|
|
$
|
1.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.2
|
|
|
Prior service cost (credit)
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(8.6
|
)
|
|
(9.1
|
)
|
|
||||
Total amounts recognized in accumulated other comprehensive income—pretax
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
(9.4
|
)
|
|
$
|
(8.9
|
)
|
|
Components of
Expense |
Pension Plans
|
Post-Retirement Plans
|
||||||||||||||||||||||
Year Ended
|
Year Ended
|
|||||||||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||||||||
Components of expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
3.1
|
|
|
$
|
3.2
|
|
|
$
|
3.5
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
Interest cost
|
3.0
|
|
|
3.6
|
|
|
3.5
|
|
|
2.6
|
|
|
2.9
|
|
|
2.8
|
|
|
||||||
Amortization of net loss (gain)
|
0.9
|
|
|
0.8
|
|
|
1.2
|
|
|
0.1
|
|
|
(0.5
|
)
|
|
0.2
|
|
|
||||||
Amortization of prior year service cost (credit)
|
(0.2
|
)
|
|
—
|
|
|
0.1
|
|
|
(9.0
|
)
|
|
(9.1
|
)
|
|
(9.2
|
)
|
|
||||||
Expected return on plan assets
|
(2.5
|
)
|
|
(3.2
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Adjustment due to plan curtailment
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Adjustment due to plan settlement
|
—
|
|
|
(2.2
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net expense (credit) recognized in Consolidated Statements of Income
|
4.3
|
|
|
2.3
|
|
|
4.6
|
|
|
(5.6
|
)
|
|
(6.1
|
)
|
|
(5.4
|
)
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
(2.4
|
)
|
|
7.8
|
|
|
(3.2
|
)
|
|
(7.0
|
)
|
|
4.8
|
|
|
(5.7
|
)
|
|
||||||
Prior service cost (credit)
|
—
|
|
|
(1.4
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of gain (loss)
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
||||||
Amortization of prior year service credit (cost)
|
0.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
9.0
|
|
|
9.1
|
|
|
9.2
|
|
|
||||||
Gain (losses) recognized as part of the curtailment / settlement
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Prior service cost recognized as a part of curtailment / settlement
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Total recognized in other comprehensive income
|
(3.1
|
)
|
|
4.5
|
|
|
(4.8
|
)
|
|
1.9
|
|
|
13.7
|
|
|
3.3
|
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive income (pre-tax)
|
$
|
1.2
|
|
|
$
|
6.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
7.6
|
|
|
$
|
(2.1
|
)
|
|
Pension and Other Post-Retirement Liability Adjustments
|
Before Tax
Amount
|
Tax (Expense)
Benefit
|
Net of
Tax Amount
|
|||||||||
Balance as of February 28, 2014
|
$
|
24.5
|
|
|
$
|
(4.9
|
)
|
|
$
|
19.6
|
|
|
Prior service (cost) credit from plan amendment arising during period
|
1.4
|
|
|
(0.5
|
)
|
|
0.9
|
|
|
|||
Prior service cost recognized as a part of the curtailment / settlement
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|||
Amortization of prior service cost (credit) included in net periodic pension cost
|
(9.1
|
)
|
|
3.5
|
|
|
(5.6
|
)
|
|
|||
Net prior service (cost) credit during period
|
(7.6
|
)
|
|
3.0
|
|
|
(4.6
|
)
|
|
|||
Net actuarial gain (loss) arising during period
|
(12.6
|
)
|
|
3.4
|
|
|
(9.2
|
)
|
|
|||
Amortization of net actuarial (gain) loss included in net periodic pension cost
|
1.0
|
|
|
(0.3
|
)
|
|
0.7
|
|
|
|||
Gain/losses recognized as a part of the settlement
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
|||
Net actuarial gain (loss) during period
|
(10.6
|
)
|
|
3.1
|
|
|
(7.5
|
)
|
|
|||
Foreign currency translation adjustments
|
1.4
|
|
|
(0.4
|
)
|
|
1.0
|
|
|
|||
Current period change
|
(16.8
|
)
|
|
5.7
|
|
|
(11.1
|
)
|
|
|||
Balance as of February 27, 2015
|
$
|
7.7
|
|
|
$
|
0.8
|
|
|
$
|
8.5
|
|
|
Amortization of prior service cost (credit) included in net periodic pension cost
|
(9.2
|
)
|
|
3.6
|
|
|
(5.6
|
)
|
|
|||
Net prior service (cost) credit during period
|
(9.2
|
)
|
|
3.6
|
|
|
(5.6
|
)
|
|
|||
Net actuarial gain (loss) arising during period
|
9.4
|
|
|
(3.5
|
)
|
|
5.9
|
|
|
|||
Amortization of net actuarial (gain) loss included in net periodic pension cost
|
1.0
|
|
|
(0.4
|
)
|
|
0.6
|
|
|
|||
Net actuarial gain (loss) during period
|
10.4
|
|
|
(3.9
|
)
|
|
6.5
|
|
|
|||
Foreign currency translation adjustments
|
1.4
|
|
|
(0.1
|
)
|
|
1.3
|
|
|
|||
Current period change
|
2.6
|
|
|
(0.4
|
)
|
|
2.2
|
|
|
|||
Balance as of February 26, 2016
|
$
|
10.3
|
|
|
$
|
0.4
|
|
|
$
|
10.7
|
|
|
Weighted-Average
Assumptions |
Pension Plans
|
Post-Retirement Plans
|
||||||||||||||||
Year Ended
|
Year Ended
|
|||||||||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
|||||||||||||
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.30
|
%
|
|
3.10
|
%
|
|
3.80
|
%
|
|
4.34
|
%
|
|
3.73
|
%
|
|
4.31
|
%
|
|
Rate of salary progression
|
2.30
|
%
|
|
2.30
|
%
|
|
2.70
|
%
|
|
|
|
|
|
|
|
|||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.70
|
%
|
|
3.90
|
%
|
|
3.70
|
%
|
|
3.72
|
%
|
|
4.32
|
%
|
|
3.82
|
%
|
|
Expected return on plan assets
|
4.20
|
%
|
|
4.20
|
%
|
|
4.90
|
%
|
|
|
|
|
|
|
|
|||
Rate of salary progression
|
2.80
|
%
|
|
2.70
|
%
|
|
3.10
|
%
|
|
|
|
|
|
|
|
Health Cost Trend Sensitivity
|
One percentage
point increase |
One percentage
point decrease |
||||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
|
Effect on post-retirement benefit obligation
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
|
Asset Category
|
February 26, 2016
|
February 27, 2015
|
||||||||||
Actual
Allocations |
Target
Allocations |
Actual
Allocations |
Target
Allocations |
|||||||||
Equity securities
|
57
|
%
|
|
55
|
%
|
|
56
|
%
|
|
54
|
%
|
|
Debt securities
|
34
|
|
|
39
|
|
|
34
|
|
|
40
|
|
|
Real estate
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
Other (1)
|
7
|
|
|
6
|
|
|
8
|
|
|
6
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
(1)
|
Represents guaranteed insurance contracts, money market funds and cash.
|
Fair Value of Pension Plan Assets
|
February 26, 2016
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
||||
U.S. small-cap
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
||||
U.S. index
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
||||
International
|
—
|
|
|
23.8
|
|
|
—
|
|
|
23.8
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
—
|
|
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
||||||||
Group annuity contract (1)
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
|
||||
Guaranteed insurance contracts (2)
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
||||
Property funds
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
||||
|
$
|
3.8
|
|
|
$
|
40.5
|
|
|
$
|
3.0
|
|
|
$
|
47.3
|
|
|
Fair Value of Pension Plan Assets
|
February 27, 2015
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||
U.S. small-cap
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||
U.S. index
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||
International
|
—
|
|
|
27.8
|
|
|
—
|
|
|
27.8
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
—
|
|
|
18.5
|
|
|
—
|
|
|
18.5
|
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
||||||||
Group annuity contract (1)
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|
||||
Guaranteed insurance contracts (2)
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
|
||||
Property funds
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||
|
$
|
4.8
|
|
|
$
|
46.3
|
|
|
$
|
3.4
|
|
|
$
|
54.5
|
|
|
(1)
|
Group annuity contracts are valued utilizing a discounted cash flow model. The term “cash flow” refers to the future principal and interest payments we expect to receive on a given asset in the general account. The model projects future cash flows separately for each investment period and each category of investment.
|
(2)
|
Guaranteed insurance contracts are valued at book value, which approximates fair value, and are calculated using the prior year balance plus or minus investment returns and changes in cash flows.
|
Roll-forward of Fair Value Using Level 3 Inputs
|
Group
Annuity Contract |
Guaranteed
Insurance Contracts |
||||||
Balance as of February 28, 2014
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
Unrealized return on plan assets, including changes in foreign exchange rates
|
0.1
|
|
|
(0.2
|
)
|
|
||
Purchases, sales, and other, net
|
(0.3
|
)
|
|
(0.1
|
)
|
|
||
Balance as of February 27, 2015
|
$
|
2.1
|
|
|
$
|
1.3
|
|
|
Unrealized return on plan assets, including changes in foreign exchange rates
|
0.1
|
|
|
—
|
|
|
||
Purchases, sales, and other, net
|
(0.2
|
)
|
|
(0.2
|
)
|
|
||
Balance as of February 26, 2016
|
$
|
2.0
|
|
|
$
|
1.1
|
|
|
Year Ending in February
|
Pension Plans
|
Post-retirement Plans
|
|||||||
2017
|
$
|
6.4
|
|
|
$
|
4.6
|
|
|
|
2018
|
5.7
|
|
|
4.2
|
|
|
|||
2019
|
6.3
|
|
|
4.3
|
|
|
|||
2020
|
6.4
|
|
|
4.4
|
|
|
|||
2021
|
6.2
|
|
|
4.5
|
|
|
|||
2022 - 2026
|
31.6
|
|
|
23.5
|
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in a multi-employer plan or otherwise has participation in the plan drop below certain levels, that employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
Pension Fund
|
EIN - Pension Plan Number
|
Plan Month / Day End Date
|
Pension Protection Act Zone Status (1)
|
FIP/RP Status Pending / Implemented (2)
|
Contributions
|
Surcharges Imposed or Amortization Provisions
|
|||
2015
|
2014
|
2016
|
2015
|
2014
|
|||||
Central States, Southeast and Southwest Areas Pension Fund
|
366044243-001
|
12/31
|
Red
|
Red
|
Implemented
|
$0.3
|
$0.3
|
$0.3
|
No
|
(1)
|
The most recent Pension Protection Act Zone Status available in
2015
and
2014
relates to the plan's two most recent fiscal year-ends. The zone status is based on information received from the plan certified by the plan’s actuary. Among other factors, red zone status plans are generally less than 65 percent funded and are considered in critical status.
|
(2)
|
The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented by the trustees of the plan.
|
Pension Fund
|
Total Collective Bargaining Agreements
|
Expiration Date
|
% of Associates Under Collective Bargaining Agreement
|
Over 5% Contribution 2016
|
Central States, Southeast and Southwest Areas Pension Fund
|
1
|
3/31/2018
|
0.2%
|
No
|
14.
|
CAPITAL STRUCTURE
|
Share repurchases
|
Year ended
|
|||||||||||||
February 26,
2016 |
February 27,
2015 |
|||||||||||||
Total number of shares
|
Price Paid
|
Total number of shares
|
Price Paid
|
|||||||||||
Class A Common Stock
|
3.7
|
|
|
$
|
56.4
|
|
|
2.4
|
|
|
$
|
36.3
|
|
|
Class B Common Stock
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
15.
|
INCOME TAXES
|
Provision for Income Taxes—Expense
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
47.7
|
|
|
$
|
40.0
|
|
|
$
|
26.8
|
|
|
State and local
|
12.5
|
|
|
8.8
|
|
|
13.5
|
|
|
|||
Foreign
|
12.6
|
|
|
1.7
|
|
|
5.1
|
|
|
|||
|
72.8
|
|
|
50.5
|
|
|
45.4
|
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
(12.7
|
)
|
|
4.9
|
|
|
9.3
|
|
|
|||
State and local
|
(3.3
|
)
|
|
1.3
|
|
|
0.1
|
|
|
|||
Foreign
|
(52.3
|
)
|
|
(5.8
|
)
|
|
4.7
|
|
|
|||
|
(68.3
|
)
|
|
0.4
|
|
|
14.1
|
|
|
|||
Income tax expense
|
$
|
4.5
|
|
|
$
|
50.9
|
|
|
$
|
59.5
|
|
|
Source of Income (Loss) Before Income Tax Expense
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Domestic
|
$
|
114.9
|
|
|
$
|
146.2
|
|
|
$
|
164.7
|
|
|
Foreign
|
59.9
|
|
|
(9.2
|
)
|
|
(17.5
|
)
|
|
|||
|
$
|
174.8
|
|
|
$
|
137.0
|
|
|
$
|
147.2
|
|
|
Income Tax Provision Reconciliation
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Tax expense at the U.S. federal statutory rate
|
$
|
61.2
|
|
|
$
|
48.0
|
|
|
$
|
51.5
|
|
|
State and local income taxes, net of federal
|
6.7
|
|
|
6.3
|
|
|
6.6
|
|
|
|||
Valuation allowance provisions and adjustments (1)
|
(59.9
|
)
|
|
6.1
|
|
|
8.4
|
|
|
|||
Foreign investment tax credits (2)
|
(1.5
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
|||
Foreign subsidiary liquidation (3)
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
|||
COLI income (4)
|
(0.7
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|
|||
Foreign operations, less applicable foreign tax credits (5)
|
(1.7
|
)
|
|
(1.5
|
)
|
|
2.1
|
|
|
|||
Research tax credit
|
(1.9
|
)
|
|
(1.7
|
)
|
|
(1.4
|
)
|
|
|||
Tax reserve adjustments (6)
|
—
|
|
|
(2.0
|
)
|
|
0.2
|
|
|
|||
Other
|
2.3
|
|
|
3.4
|
|
|
1.3
|
|
|
|||
Total income tax expense recognized
|
$
|
4.5
|
|
|
$
|
50.9
|
|
|
$
|
59.5
|
|
|
(1)
|
The valuation allowance provisions were based on current year activity, and the valuation allowance adjustments were based on various factors, which are further detailed below.
|
(2)
|
Investment tax credits were granted by the Czech Republic for investments in qualifying manufacturing equipment.
|
(3)
|
In 2014, a group of foreign subsidiaries was liquidated for tax purposes, triggering a U.S. worthless stock deduction equal to the remaining tax basis in the group and a U.S. deduction for uncollectible intercompany balances due from the group.
|
(4)
|
The increase in the cash surrender value of COLI policies, net of normal insurance expenses, plus death benefit gains are non-taxable.
|
(5)
|
The foreign operations, less applicable foreign tax credits, amounts include the rate differential from the U.S. rate on foreign operations and the impact of rate reductions in foreign jurisdictions.
|
(6)
|
Tax reserve adjustments in 2015 related to a German income tax audit which was completed in 2015.
|
Deferred Income Taxes
|
February 26,
2016 |
February 27,
2015 |
||||||
Deferred income tax assets:
|
|
|
|
|
||||
Employee benefit plan obligations and deferred compensation
|
$
|
114.4
|
|
|
$
|
107.4
|
|
|
Foreign and domestic net operating loss carryforwards
|
69.7
|
|
|
82.5
|
|
|
||
Reserves and accruals
|
29.1
|
|
|
25.8
|
|
|
||
Tax credit carryforwards
|
28.2
|
|
|
25.9
|
|
|
||
Other, net
|
18.9
|
|
|
10.7
|
|
|
||
Total deferred income tax assets
|
260.3
|
|
|
252.3
|
|
|
||
Valuation allowances
|
(10.6
|
)
|
|
(72.7
|
)
|
|
||
Net deferred income tax assets
|
249.7
|
|
|
179.6
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
36.4
|
|
|
34.0
|
|
|
||
Intangible assets
|
2.7
|
|
|
1.7
|
|
|
||
Total deferred income tax liabilities
|
39.1
|
|
|
35.7
|
|
|
||
Net deferred income taxes
|
$
|
210.6
|
|
|
$
|
143.9
|
|
|
Net deferred income taxes is comprised of the following components:
|
|
|
|
|
||||
Deferred income tax assets—non-current
|
211.6
|
|
|
146.5
|
|
|
||
Deferred income tax liabilities—non-current
|
(1.0
|
)
|
|
(2.6
|
)
|
|
•
|
the nature, frequency and severity of cumulative losses in recent years,
|
•
|
the predictability of future income,
|
•
|
prudent and feasible tax planning strategies that could be implemented, to protect the loss of the deferred tax assets and
|
•
|
the effect of reversing taxable temporary differences.
|
Current Income Taxes
|
February 26,
2016 |
February 27,
2015 |
||||||
Other current assets:
|
|
|
|
|
||||
Income taxes receivable
|
$
|
5.5
|
|
|
$
|
10.9
|
|
|
Accrued expenses:
|
|
|
|
|
||||
Income taxes payable
|
$
|
5.2
|
|
|
$
|
2.8
|
|
|
Year Ending February
|
Net Operating Loss
Carryforwards (Gross) |
Net Operating Loss
Carryforwards (Tax Effected) |
Tax Credit
Carryforwards |
|||||||||||||||||||||||||||||
Federal
|
State
|
International
|
Federal
|
State
|
International
|
Total
|
||||||||||||||||||||||||||
2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
2018
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|
||||||||
2019
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
||||||||
2020
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
||||||||
2020-2035
|
—
|
|
|
30.0
|
|
|
1.8
|
|
|
—
|
|
|
2.3
|
|
|
0.4
|
|
|
2.7
|
|
|
28.2
|
|
|
||||||||
No expiration
|
—
|
|
|
—
|
|
|
211.4
|
|
|
—
|
|
|
—
|
|
|
64.6
|
|
|
64.6
|
|
|
—
|
|
|
||||||||
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
225.5
|
|
|
—
|
|
|
2.3
|
|
|
68.2
|
|
|
70.5
|
|
|
28.2
|
|
|
|||||
Valuation allowances
|
|
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
(9.0
|
)
|
|
(9.4
|
)
|
|
—
|
|
|
|||||||||||
Net benefit
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
59.2
|
|
|
$
|
61.1
|
|
|
$
|
28.2
|
|
|
Liability for Uncertain Tax Positions
|
February 26,
2016 |
February 27,
2015 |
||||||
Other accrued expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
Other long-term liabilities
|
0.2
|
|
|
0.2
|
|
|
||
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
Unrecognized Tax Benefits
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Balance as of beginning of period
|
$
|
8.8
|
|
|
$
|
12.7
|
|
|
$
|
12.2
|
|
|
Gross increases—tax positions in prior period
|
—
|
|
|
—
|
|
|
0.4
|
|
|
|||
Gross decreases—tax positions in prior period
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
|||
Gross increases—tax positions in current period
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|||
Currency translation adjustment
|
(0.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
|||
Balance as of end of period
|
$
|
8.6
|
|
|
$
|
8.8
|
|
|
$
|
12.7
|
|
|
16.
|
SHARE-BASED COMPENSATION
|
•
|
if at least six months have elapsed following the award date, any performance-based conditions imposed with respect to outstanding awards shall be deemed to be fully earned and a pro rata portion of each such outstanding award granted for all outstanding performance periods shall become payable in shares of Class A Common Stock; and
|
•
|
all restrictions imposed on restricted stock units that are not performance-based shall lapse.
|
•
|
performance-based conditions imposed on outstanding awards will be deemed to be, immediately prior to the change in control, the greater of (1) the applicable performance achieved through the date of the change in control or (2) the target level of performance; and
|
•
|
all restrictions imposed on all outstanding awards of restricted stock units and performance units will lapse if either (1) the awards are assumed by an acquirer or successor and the awardee experiences a qualifying termination during the two year period following the change in control or (2) the awards are not assumed by an acquirer or successor.
|
Total Outstanding Awards
|
February 26,
2016 |
||
Performance units (1)
|
1,147,844
|
|
|
Restricted stock units
|
1,638,888
|
|
|
Total outstanding awards
|
2,786,732
|
|
|
(1)
|
This amount includes the maximum number of shares that may be issued under outstanding performance unit awards; however, the actual number of shares which may be issued will be determined based on the satisfaction of certain criteria, and therefore may be significantly lower.
|
|
2016 Awards
|
2015 Awards
|
2014 Awards
|
||||||
Three-year risk-free interest rate (1)
|
0.8
|
%
|
|
0.7
|
%
|
|
0.3
|
%
|
|
Expected term
|
3 years
|
|
|
3 years
|
|
|
3 years
|
|
|
Estimated volatility (2)
|
29.4
|
%
|
|
42.2
|
%
|
|
44.7
|
%
|
|
(1)
|
Based on the U.S. Government bond benchmark on the grant date.
|
(2)
|
Represents the historical price volatility of our Company’s Class A Common Stock for the three-year period preceding the grant date.
|
Grant Date Fair Value per TSR PSU
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Weighted-average grant date fair value per share of TSR PSUs granted during 2016, 2015 and 2014
|
$
|
24.15
|
|
|
$
|
23.25
|
|
|
$
|
15.50
|
|
|
Performance Units
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Expense
|
$
|
7.4
|
|
|
$
|
5.1
|
|
|
$
|
6.0
|
|
|
Tax benefit
|
2.7
|
|
|
1.8
|
|
|
2.3
|
|
|
Grant Date Fair Value per Share
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Weighted-average grant date fair value per share of RSUs granted during 2016, 2015 and 2014
|
$
|
18.82
|
|
|
$
|
16.68
|
|
|
$
|
13.46
|
|
|
Restricted Stock Units
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Expense
|
$
|
12.9
|
|
|
$
|
12.5
|
|
|
$
|
10.3
|
|
|
Tax benefit
|
4.6
|
|
|
4.5
|
|
|
3.3
|
|
|
Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||||
Nonvested as of February 27, 2015
|
2,110,822
|
|
|
$
|
14.61
|
|
|
Granted
|
668,962
|
|
|
18.82
|
|
|
|
Vested
|
(1,128,282
|
)
|
|
12.22
|
|
|
|
Forfeited
|
(12,614
|
)
|
|
16.05
|
|
|
|
Nonvested as of February 26, 2016
|
1,638,888
|
|
|
18.45
|
|
|
17.
|
COMMITMENTS
|
Year Ending in February
|
Minimum annual
rental commitments |
Minimum annual
sublease rental income |
Minimum annual
rental commitments, net |
|||||||||
2017
|
$
|
47.5
|
|
|
$
|
(4.0
|
)
|
|
$
|
43.5
|
|
|
2018
|
40.7
|
|
|
(3.6
|
)
|
|
37.1
|
|
|
|||
2019
|
31.1
|
|
|
(2.4
|
)
|
|
28.7
|
|
|
|||
2020
|
25.0
|
|
|
(2.4
|
)
|
|
22.6
|
|
|
|||
2021
|
18.7
|
|
|
(2.1
|
)
|
|
16.6
|
|
|
|||
Thereafter
|
50.3
|
|
|
(3.4
|
)
|
|
46.9
|
|
|
|||
|
$
|
213.3
|
|
|
$
|
(17.9
|
)
|
|
$
|
195.4
|
|
|
18.
|
REPORTABLE SEGMENTS
|
Operating Segment Data
|
Americas
|
EMEA
|
Other
|
Corporate
|
Consolidated
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,256.0
|
|
|
$
|
520.6
|
|
|
$
|
283.4
|
|
|
$
|
—
|
|
|
$
|
3,060.0
|
|
|
Operating income (loss)
|
265.2
|
|
|
(64.3
|
)
|
|
11.2
|
|
|
(37.5
|
)
|
|
174.6
|
|
|
|||||
Total assets
|
981.1
|
|
|
332.6
|
|
|
179.9
|
|
|
315.0
|
|
|
1,808.6
|
|
|
|||||
Capital expenditures
|
71.2
|
|
|
14.7
|
|
|
7.5
|
|
|
—
|
|
|
93.4
|
|
|
|||||
Depreciation & amortization
|
48.5
|
|
|
11.7
|
|
|
5.5
|
|
|
—
|
|
|
65.7
|
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,180.7
|
|
|
$
|
595.4
|
|
|
$
|
283.6
|
|
|
$
|
—
|
|
|
$
|
3,059.7
|
|
|
Operating income (loss)
|
259.9
|
|
|
(82.8
|
)
|
|
4.8
|
|
|
(37.0
|
)
|
|
144.9
|
|
|
|||||
Total assets
|
956.1
|
|
|
290.2
|
|
|
163.1
|
|
|
310.2
|
|
|
1,719.6
|
|
|
|||||
Capital expenditures
|
49.5
|
|
|
42.0
|
|
|
6.0
|
|
|
—
|
|
|
97.5
|
|
|
|||||
Depreciation & amortization
|
40.1
|
|
|
13.5
|
|
|
6.3
|
|
|
—
|
|
|
59.9
|
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,154.4
|
|
|
$
|
566.9
|
|
|
$
|
267.6
|
|
|
$
|
—
|
|
|
$
|
2,988.9
|
|
|
Operating income (loss)
|
247.4
|
|
|
(31.4
|
)
|
|
(8.7
|
)
|
|
(41.4
|
)
|
|
165.9
|
|
|
|||||
Total assets
|
901.4
|
|
|
288.6
|
|
|
159.9
|
|
|
374.1
|
|
|
1,724.0
|
|
|
|||||
Capital expenditures
|
59.8
|
|
|
19.3
|
|
|
7.7
|
|
|
—
|
|
|
86.8
|
|
|
|||||
Depreciation & amortization
|
41.5
|
|
|
12.8
|
|
|
5.7
|
|
|
—
|
|
|
60.0
|
|
|
Reportable Geographic Data
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Revenue:
|
|
|
|
|
|
|
||||||
United States
|
$
|
2,152.7
|
|
|
$
|
2,075.7
|
|
|
$
|
2,020.3
|
|
|
Foreign locations
|
907.3
|
|
|
984.0
|
|
|
968.6
|
|
|
|||
|
$
|
3,060.0
|
|
|
$
|
3,059.7
|
|
|
$
|
2,988.9
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
||||||
United States
|
$
|
633.8
|
|
|
$
|
615.2
|
|
|
$
|
603.2
|
|
|
Foreign locations
|
127.8
|
|
|
130.1
|
|
|
124.8
|
|
|
|||
|
$
|
761.6
|
|
|
$
|
745.3
|
|
|
$
|
728.0
|
|
|
Product Category Data
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Systems and storage
|
$
|
1,533.4
|
|
|
$
|
1,588.7
|
|
|
$
|
1,354.8
|
|
|
Seating
|
938.9
|
|
|
954.8
|
|
|
888.6
|
|
|
|||
Other (1)
|
587.7
|
|
|
516.2
|
|
|
745.5
|
|
|
|||
Total
|
$
|
3,060.0
|
|
|
$
|
3,059.7
|
|
|
$
|
2,988.9
|
|
|
(1)
|
Other consists primarily of consolidated dealers, textiles and surface materials, worktools, architecture, technology, and other uncategorized product lines, and services, none of which are individually greater than 10% of consolidated revenue.
|
19.
|
RESTRUCTURING ACTIVITIES
|
Restructuring Costs
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Cost of sales
|
|
|
|
|
|
|
||||||
Americas
|
$
|
2.4
|
|
|
$
|
(10.0
|
)
|
|
$
|
0.7
|
|
|
EMEA
|
10.9
|
|
|
47.5
|
|
|
(3.6
|
)
|
|
|||
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|||
|
13.3
|
|
|
37.5
|
|
|
(2.8
|
)
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Americas
|
(2.9
|
)
|
|
—
|
|
|
1.0
|
|
|
|||
EMEA
|
9.5
|
|
|
3.1
|
|
|
8.2
|
|
|
|||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
|||
|
6.6
|
|
|
3.1
|
|
|
9.4
|
|
|
|||
|
$
|
19.9
|
|
|
$
|
40.6
|
|
|
$
|
6.6
|
|
|
Restructuring Reserve
|
Workforce
Reductions
|
Business Exits
and Related
Costs
|
Total
|
|||||||||
Reserve balance as of February 22, 2013
|
$
|
7.8
|
|
|
$
|
3.3
|
|
|
$
|
11.1
|
|
|
Additions
|
7.4
|
|
|
3.7
|
|
|
11.1
|
|
|
|||
Payments
|
(6.8
|
)
|
|
(5.6
|
)
|
|
(12.4
|
)
|
|
|||
Adjustments
|
(0.7
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
|||
Reserve balance as of February 28, 2014
|
$
|
7.7
|
|
|
$
|
2.0
|
|
|
$
|
9.7
|
|
|
Additions
|
16.4
|
|
|
35.0
|
|
|
51.4
|
|
|
|||
Payments
|
(8.6
|
)
|
|
(34.5
|
)
|
|
(43.1
|
)
|
|
|||
Adjustments
|
(1.8
|
)
|
|
(0.9
|
)
|
|
(2.7
|
)
|
|
|||
Reserve balance as of February 27, 2015
|
$
|
13.7
|
|
|
$
|
1.6
|
|
|
$
|
15.3
|
|
|
Additions
|
14.5
|
|
|
8.2
|
|
|
22.7
|
|
|
|||
Payments
|
(17.8
|
)
|
|
(8.0
|
)
|
|
(25.8
|
)
|
|
|||
Adjustments
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|
|||
Reserve balance as of February 26, 2016
|
$
|
10.0
|
|
|
$
|
0.8
|
|
|
$
|
10.8
|
|
|
20.
|
UNAUDITED QUARTERLY RESULTS
|
Unaudited Quarterly Results
|
First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
Total
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
705.5
|
|
|
$
|
819.0
|
|
|
$
|
787.6
|
|
|
$
|
747.9
|
|
|
$
|
3,060.0
|
|
|
Gross profit
|
216.6
|
|
|
266.8
|
|
|
253.5
|
|
|
234.3
|
|
|
971.2
|
|
|
|||||
Operating income
|
33.5
|
|
|
60.1
|
|
|
55.2
|
|
|
25.8
|
|
|
174.6
|
|
|
|||||
Net income
|
20.0
|
|
|
37.2
|
|
|
35.6
|
|
|
77.5
|
|
|
170.3
|
|
|
|||||
Basic earnings per share
|
0.16
|
|
|
0.30
|
|
|
0.29
|
|
|
0.63
|
|
|
1.37
|
|
|
|||||
Diluted earnings per share
|
0.16
|
|
|
0.30
|
|
|
0.28
|
|
|
0.62
|
|
|
1.36
|
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
723.1
|
|
|
$
|
786.7
|
|
|
$
|
800.0
|
|
|
$
|
749.9
|
|
|
$
|
3,059.7
|
|
|
Gross profit
|
229.1
|
|
|
244.4
|
|
|
214.9
|
|
|
227.6
|
|
|
916.0
|
|
|
|||||
Operating income
|
36.4
|
|
|
52.8
|
|
|
18.7
|
|
|
37.0
|
|
|
144.9
|
|
|
|||||
Net income
|
21.0
|
|
|
30.5
|
|
|
11.8
|
|
|
22.8
|
|
|
86.1
|
|
|
|||||
Basic earnings per share
|
0.17
|
|
|
0.24
|
|
|
0.09
|
|
|
0.18
|
|
|
0.69
|
|
|
|||||
Diluted earnings per share
|
0.17
|
|
|
0.24
|
|
|
0.09
|
|
|
0.18
|
|
|
0.68
|
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure:
|
Item 9A.
|
Controls and Procedures:
|
Item 9B.
|
Other Information:
|
Item 10.
|
Directors, Executive Officers and Corporate Governance:
|
Item 11.
|
Executive Compensation:
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:
|
Plan Category
|
Number of securities to be issued upon exercise
of outstanding warrants and rights
|
Weighted-average
exercise price of
outstanding
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in the
second column)
|
|||||||
Equity compensation plans approved by security holders
|
2,786,732
|
|
(1)
|
|
n/a
|
(2)
|
|
8,982,609
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
n/a
|
|
|
—
|
|
|
Total
|
2,786,732
|
|
|
|
n/a
|
|
|
8,982,609
|
|
|
(1)
|
This amount includes outstanding restricted stock units and the maximum number of shares that may be issued under outstanding performance units.
|
(2)
|
The weighted average exercise price excludes performance units and restricted stock units, as there is no exercise price associated with these awards. The only outstanding warrants or rights are performance units and restricted stock units.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence:
|
Item 14.
|
Principal Accounting Fees and Services:
|
Item 15.
|
Exhibits, Financial Statement Schedules:
|
•
|
Management’s Report on Internal Control Over Financial Reporting
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Income
for the Years Ended
February 26, 2016
,
February 27, 2015
and
February 28, 2014
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended
February 26, 2016
,
February 27, 2015
and
February 28, 2014
|
•
|
Consolidated Balance Sheets as of
February 26, 2016
and
February 27, 2015
|
•
|
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended
February 26, 2016
,
February 27, 2015
and
February 28, 2014
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
February 26, 2016
,
February 27, 2015
and
February 28, 2014
|
•
|
Notes to the Consolidated Financial Statements
|
|
STEELCASE INC.
|
|
|
|
|
|
By:
|
/s/ M
ARK
T. M
OSSING
|
|
|
Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ J
AMES
P. K
EANE
|
|
President and Chief Executive Officer, Director (Principal Executive Officer)
|
|
April 15, 2016
|
James P. Keane
|
|
|
|
|
|
|
|
|
|
/s/ D
AVID
C. S
YLVESTER
|
|
Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
|
|
April 15, 2016
|
David C. Sylvester
|
|
|
|
|
|
|
|
|
|
/s/ M
ARK
T. M
OSSING
|
|
Corporate Controller and Chief Accounting
Officer (Principal Accounting Officer)
|
|
April 15, 2016
|
Mark T. Mossing
|
|
|
|
|
|
|
|
|
|
/s/ L
AWRENCE
J. B
LANFORD
|
|
Director
|
|
April 15, 2016
|
Lawrence J. Blanford
|
|
|
|
|
|
|
|
|
|
/s/ W
ILLIAM
P. C
RAWFORD
|
|
Director
|
|
April 15, 2016
|
William P. Crawford
|
|
|
|
|
|
|
|
|
|
/s/ C
ONNIE
K. D
UCKWORTH
|
|
Director
|
|
April 15, 2016
|
Connie K. Duckworth
|
|
|
|
|
|
|
|
|
|
/s/ R. D
AVID
H
OOVER
|
|
Director
|
|
April 15, 2016
|
R. David Hoover
|
|
|
|
|
|
|
|
|
|
/s/ D
AVID
W. J
OOS
|
|
Director
|
|
April 15, 2016
|
David W. Joos
|
|
|
|
|
|
|
|
|
|
/s/ R
OBERT
C. P
EW
III
|
|
Chair of the Board of Directors, Director
|
|
April 15, 2016
|
Robert C. Pew III
|
|
|
|
|
|
|
|
|
|
/s/ C
ATHY
D. R
OSS
|
|
Director
|
|
April 15, 2016
|
Cathy D. Ross
|
|
|
|
|
|
|
|
|
|
/s/ P
ETER
M. W
EGE
II
|
|
Director
|
|
April 15, 2016
|
Peter M. Wege II
|
|
|
|
|
|
|
|
|
|
/s/ P. C
RAIG
W
ELCH
, J
R.
|
|
Director
|
|
April 15, 2016
|
P. Craig Welch, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ K
ATE
P
EW
W
OLTERS
|
|
Director
|
|
April 15, 2016
|
Kate Pew Wolters
|
|
|
|
Allowance for Losses on Accounts Receivable
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Balance as of beginning of period
|
$
|
14.6
|
|
|
$
|
13.0
|
|
|
$
|
14.5
|
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
5.5
|
|
|
5.5
|
|
|
2.7
|
|
|
|||
Charged to other accounts
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|||
Deductions (1)
|
(7.8
|
)
|
|
(2.3
|
)
|
|
(4.6
|
)
|
|
|||
Other adjustments (2)
|
(0.6
|
)
|
|
(1.6
|
)
|
|
0.3
|
|
|
|||
Balance as of end of period
|
$
|
11.7
|
|
|
$
|
14.6
|
|
|
$
|
13.0
|
|
|
(1)
|
Primarily represents excess of accounts written off over recoveries.
|
(2)
|
Primarily represents currency translation adjustments.
|
Valuation Allowance for Deferred Income Tax Assets
|
Year Ended
|
|||||||||||
February 26,
2016 |
February 27,
2015 |
February 28,
2014 |
||||||||||
Balance as of beginning of period
|
$
|
72.7
|
|
|
$
|
81.8
|
|
|
$
|
70.4
|
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
(58.3
|
)
|
|
6.3
|
|
|
8.9
|
|
|
|||
Charged to other accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Deductions and expirations
|
(1.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
|||
Other adjustments (1)
|
(2.3
|
)
|
|
(15.4
|
)
|
|
3.0
|
|
|
|||
Balance as of end of period
|
$
|
10.6
|
|
|
$
|
72.7
|
|
|
$
|
81.8
|
|
|
(1)
|
Primarily represents currency translation adjustments.
|
Exhibit
No.
|
|
Description
|
3.1
|
|
Second Restated Articles of Incorporation of the Company, as amended (1)
|
3.2
|
|
Amended By-laws of Steelcase Inc., as amended April 17, 2014 (2)
|
4.1
|
|
Indenture for Senior Debt Securities, dated as of August 7, 2006 among Steelcase Inc. as Issuer and JP Morgan Trust Company, National Association as Trustee (3)
|
4.2
|
|
Form of Global Note Representing 6.375% Senior Notes Due 2021 (4)
|
4.3
|
|
Officers’ Certificate of Steelcase Inc. establishing the terms of the 6.375% Senior Notes Due 2021 (5)
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of March 19, 2012 among Steelcase Inc. and JPMorgan Chase Bank, NA., as Administrative Agent; Bank of America, NA., Fifth Third Bank and Wells Fargo Bank, NA as Documentation Agents and certain other lenders (6)
|
10.2
|
|
Steelcase Inc. Restoration Retirement Plan (7)
|
10.3
|
|
2015-1 Amendment to the Steelcase Inc. Restoration Retirement Plan (8)
|
10.4
|
|
2016-1 Amendment to the Steelcase Inc. Restoration Retirement Plan (9)
|
10.5
|
|
Steelcase Inc. Deferred Compensation Plan (10)
|
10.6
|
|
2009-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (11)
|
10.7
|
|
2013-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (12)
|
10.8
|
|
2015-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (13)
|
10.9
|
|
Deferred Compensation Agreement dated May 4, 1998, between Steelcase Inc. and William P. Crawford (14)
|
10.10
|
|
Steelcase Inc. Non-Employee Director Deferred Compensation Plan, as amended and restated effective July 10, 2012 (15)
|
10.11
|
|
Steelcase Inc. Executive Severance Plan (16)
|
10.12
|
|
2009-1 Amendment to the Steelcase Inc. Executive Severance Plan (17)
|
10.13
|
|
2010-1 Amendment to the Steelcase Inc. Executive Severance Plan (18)
|
10.14
|
|
2010-2 Amendment to the Steelcase Inc. Executive Severance Plan (19)
|
10.15
|
|
Steelcase Inc. Executive Supplemental Retirement Plan, as amended and restated as of March 27, 2003 (20)
|
10.16
|
|
2006-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (21)
|
10.17
|
|
2006-2 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (22)
|
10.18
|
|
2009-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (23)
|
10.19
|
|
2012-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (24)
|
10.20
|
|
2015-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (25)
|
10.21
|
|
Steelcase Inc. Management Incentive Plan, as amended and restated as of February 24, 2012 (26)
|
10.22
|
|
Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 15, 2015 (27)
|
10.22
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (TSR) (FY 2014) (28)
|
10.23
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (ROIC) (FY 2014) (29)
|
10.24
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (TSR) (FY 2015) (30)
|
10.25
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (ROIC) (FY 2015) (31)
|
10.26
|
|
Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY2015) (32)
|
10.27
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (TSR) (FY 2016) (33)
|
Exhibit
No.
|
|
Description
|
10.28
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (ROIC) (FY 2016) (34)
|
10.29
|
|
Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY2016) (35)
|
10.30
|
|
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (TSR) (FY 2017)
|
10.31
|
|
Steelcase Inc. Incentive Compensation Plan Form of Cash-Based Award Agreement (ROIC) (FY 2017)
|
10.32
|
|
Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY2017)
|
10.33
|
|
Summary of Steelcase Benefit Plan for Outside Directors (36)
|
10.34
|
|
Summary of Compensation for the Board of Directors of Steelcase Inc., as updated April 14, 2016
|
21.1
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Deloitte & Touche LLP
|
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 3.1 to the Company’s Form 8-K, as filed with the Commission on July 15, 2011 (commission file number 001-13873), and incorporated herein by reference.
|
(2)
|
Filed as Exhibit No 3.2 to the Company's Form 10-K, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(3)
|
Filed as Exhibit No. 4.1 to the Company’s Form 8-K, as filed with the Commission on August 7, 2006 (commission file number 001-13873), and incorporated herein by reference.
|
(4)
|
Filed as Exhibit No. 4.2 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011 (commission file number 001-13873), and incorporated herein by reference.
|
(5)
|
Filed as Exhibit No. 4.3 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011 (commission file number 001-13873), and incorporated herein by reference.
|
(6)
|
Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on March 22, 2012 (commission file number 001-13873), and incorporated herein by reference.
|
(7)
|
Filed as Exhibit No. 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873), and incorporated herein by reference.
|
(8)
|
Filed as Exhibit No. 10.2 to the Company's Form 8-K, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(9)
|
Filed as Exhibit No. 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 28, 2015, as filed with the Commission on September 29, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(10)
|
Filed as Exhibit No. 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873), and incorporated herein by reference.
|
(11)
|
Filed as Exhibit No. 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873), and incorporated herein by reference.
|
(12)
|
Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and incorporated herein by reference.
|
(13)
|
Filed as Exhibit No. 10.1 to the Company's Form 10-Q, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(14)
|
Filed as Exhibit No. 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 27, 1998, as filed with the Commission on May 28, 1998 (commission file number 001-13873), and incorporated herein by reference.
|
(15)
|
Filed as Exhibit No. 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and incorporated herein by reference.
|
(16)
|
Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on February 9, 2007 (commission file number 001-13873), and incorporated herein by reference.
|
(17)
|
Filed as Exhibit No. 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and incorporated herein by reference.
|
(18)
|
Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 28, 2009, as filed with the Commission on October 5, 2009 (commission file number 001-13873), and incorporated herein by reference.
|
(19)
|
Filed as Exhibit No. 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 27, 2009, as filed with the Commission on January 5, 2010 (commission file number 001-13873), and incorporated herein by reference.
|
(20)
|
Filed as Exhibit No. 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003, as filed with the Commission on May 16, 2003 (commission file number 001-13873), and incorporated herein by reference.
|
(21)
|
Filed as Exhibit No. 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 25, 2005, as filed with the Commission on May 6, 2005 (commission file number 001-13873), and incorporated herein by reference.
|
(22)
|
Filed as Exhibit No. 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 27, 2005, as filed with the Commission on July 1, 2005 (commission file number 001-13873), and incorporated herein by reference.
|
(23)
|
Filed as Exhibit No. 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and incorporated herein by reference.
|
(24)
|
Filed as Exhibit No. 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 24, 2012, as filed with the Commission on April 23, 2012 (commission file number 001-13873), and incorporated herein by reference.
|
(25)
|
Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(26)
|
Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on July 16, 2012 (commission file number 001-13873), and incorporated herein by reference.
|
(27)
|
Filed as Exhibit No. 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 28, 2015, as filed with the Commission on September 29, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(28)
|
Filed as Exhibit No 10.25 to the Company's Form 10-K, as filed with the Commission on April 19, 2013 (commission file number 001-13873), and incorporated herein by reference.
|
(29)
|
Filed as Exhibit No 10.2 to the Company's Form 10-K, as filed with the Commission on April 19, 2013 (commission file number 001-13873), and incorporated herein by reference.
|
(30)
|
Filed as Exhibit No 10.25 to the Company's Form 10-K, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(31)
|
Filed as Exhibit No 10.26 to the Company's Form 10-K, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(32)
|
Filed as Exhibit No 10.27 to the Company's Form 10-K, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(33)
|
Filed as Exhibit No 10.1 to the Company's Form 8-K, as filed with the Commission on April 17, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(34)
|
Filed as Exhibit No 10.2 to the Company's Form 8-K, as filed with the Commission on April 17, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(35)
|
Filed as Exhibit No 10.3 to the Company's Form 8-K, as filed with the Commission on April 17, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(36)
|
Filed as Exhibit No. 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2010, as filed with the Commission on April 26, 2010 (commission file number 001-13873), and incorporated herein by reference.
|
1.
|
Type of Award
: Performance Units as authorized under Article 9 of the Plan.
|
2.
|
Target Number of Performance Units under this Award (the "Target Award")
: «#__of_Performance_Units»
|
3.
|
Award Date
: «Award_Date»
|
4.
|
Performance Measures
: Total Shareholder Return ("TSR") during the three-year Performance Period, as outlined in Article 12 of the Plan. For purposes of this Award, TSR shall be expressed as a compound annual growth rate.
|
5.
|
Performance Period
: The Performance Period for this Award begins on the first day of the Company's <<Beginning Fiscal Year>> fiscal year and ends on the last day of the Company's <<Ending Fiscal Year>> fiscal year.
|
6.
|
Number of Performance Units Earned
: Except as may be provided in section 7 below, after completion of the Performance Period, the total number of Performance Units will be earned and vested based entirely on Relative TSR (as determined in section 6.A) as of the last day of the Performance Period. For purposes of this Award, TSR shall be expressed as a compound annual growth rate and calculated as follows:
|
TSR
|
=
|
(
|
Ending Stock Price + Dividends Paid
Beginning Stock Price
|
)
|
(1/3)
- 1
|
A.
|
To determine Relative TSR, a peer group of companies approved by the Committee will be used. The peer group will be ranked from highest TSR expressed as a compound annual growth rate to lowest TSR expressed as a compound annual growth rate. The number of Performance Units earned based upon Relative TSR shall then be determined by comparing the Company's TSR expressed as a compound annual growth rate to the peer group and based upon the following chart. Interpolation shall be used in the event the Company's percentile rank does not fall directly on one (1) of the ranks listed in the table below and in no event will the payout as a percent of target exceed 200%.
|
Relative TSR
|
Payout as a Percent of Target Award
|
80
th
Percentile and above
|
200%
|
70
th
Percentile
|
167%
|
60
th
Percentile
|
133%
|
50
th
Percentile
|
100%
|
40
th
Percentile
|
75%
|
30
th
Percentile
|
50%
|
<30
th
Percentile
|
0%
|
A.
|
Total Performance Units Earned and Vesting
|
7.
|
Dividend-Equivalents on Earned Performance Units
: Dividends declared, if any, during the Performance Period with respect to the Shares underlying your earned Performance Units under section 6.B will be paid as dividend-equivalents as soon as practicable following the close of the Performance Period, but in no event more than 60 days following the last day of the Performance Period, either in cash or in stock, as determined by the Board of Directors. Cash equivalents will be valued as of the date(s) on which the dividend(s) were declared during the Performance Period. Stock dividends will be valued at the Fair Market Value measured at the close of the Performance Period and will be governed by Article 17 of the Plan. Any of the foregoing payments made are dividend-equivalents and are not actual dividends (see section 12). You only become a shareholder upon the transfer of earned Shares into your name.
|
8.
|
Death, Disability or Retirement during the Performance Period
:
|
A.
|
If you die or become Disabled while an Employee after six (6) months from the Award Date during the Performance Period, the Target Award will be deemed earned and the corresponding number of Shares vested according to the following schedule.
|
•
|
If death or Disability occurs after six (6) months from the Award Date through the last day of the Company's <<Beginning Fiscal Year>> fiscal year, one-third of your Target Award will immediately be earned and the corresponding Shares vested.
|
•
|
If death or Disability occurs during the Company's <<Second Fiscal Year>> fiscal year, two-thirds of your Target Award will immediately be earned and the corresponding Shares vested.
|
•
|
If death or Disability occurs during the Company's <<Ending Fiscal Year>> fiscal year, all of your Target Award will immediately be earned and the corresponding Shares vested.
|
A.
|
In the event you become Retirement Eligible during the Performance Period, you will be treated as continuing in employment for purposes of earning and vesting in this Performance Unit Award and will be paid in accordance with section 6 of this Award Agreement. "Retirement Eligible" means your age plus years of continuous service with the Company and its Affiliates total 80 or more and "Retirement" means your employment is terminated following becoming Retirement Eligible.
|
9.
|
Forfeiture of Awards
:
|
A.
|
All unearned Performance Units will be forfeited upon a termination of your employment during the Performance Period for any reason, except as set forth in sections 8 and 10 of this Award Agreement.
|
A.
|
If you engage in any Competition with the Company (as defined in the Plan and determined by the Administrative Committee in its discretion) you will immediately and permanently forfeit the right to receive payment from this Award, including any vested portion of the Award. You must return to the Company any gain resulting from this Award at any time within the twelve-month period preceding the date you engaged in Competition with the Company. For purposes of the foregoing, you expressly and explicitly authorize the Company to issue instructions on your behalf, to any brokerage firm or third party service provider engaged by the Company to hold your Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.
|
10.
|
Change in Control
: Upon a Change in Control, this Award shall be treated in accordance with Article 16 of the Plan.
|
11.
|
Transfer:
Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
12.
|
Voting Rights and Dividends
: You will not have voting rights with respect to your Performance Units and, other than as set forth in section 7 of this Award Agreement, you will not be entitled to receive any dividends declared with respect to your Performance Units. You will obtain voting rights and be entitled to receive any dividends once earned Shares are transferred to you.
|
13.
|
Tax Withholding
: Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Units, including the grant of Performance Units, the vesting of Performance Units, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or Dividend Equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate your liability for Tax-Related Items.
|
14.
|
Administration
: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee or its designee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, as it determines in its sole discretion, all of which will be binding upon you.
|
15.
|
Amendment
: This Award Agreement may be amended or modified by the Committee as long as the amendment or modification does not materially adversely affect your Award. Notwithstanding anything to the contrary contained in the Plan or in this Award Agreement, to the extent that the Company determines that the Performance Units are subject to Section 409A of the Code and fail to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Performance Units in order to cause the Performance Units to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.
|
16.
|
Code Section 409A
: The intent of the parties is that payments and benefits under this Award Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Any payments described in this Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.
|
17.
|
No Guarantee of Employment:
Nothing in this Award Agreement or the Plan is intended to constitute or create a contract of employment with the Company, any of its Affiliates or your Employer. Moreover, neither this Award Agreement nor the Plan shall confer upon you any right to continuation of employment with the Company or your Employer, nor shall this Award Agreement or Plan interfere in any way with the Company's right or your Employer's right to terminate your employment at any time. Furthermore, neither the Award Agreement nor the Plan is part of your employment contract with the Company or your Employer, if any. The Plan and any awards granted thereunder are managed at the discretion of the Company and/or the Committee. The terms and conditions of future awards, if any, will be determined by the Company and/or the Committee if and when such new awards are to be made.
|
18.
|
Commercial Relationship:
To the extent you are not directly employed by the Company, you expressly recognize that your participation in the Plan and the Company's grant of the Performance Units does not create an employment relationship between you and the Company. You have been granted the Performance Units as a consequence of the commercial relationship between the Company and your Employer, and your Employer is your sole employer. Based on the foregoing, (a) you expressly recognize the Plan and the benefits you may derive from participation in the Plan do not establish any rights between you and your Employer, (b) the Plan and the benefits you may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by your Employer, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.
|
19.
|
Acknowledgment of Nature of Plan and Performance Units:
In accepting the Performance Units, you acknowledge that:
|
a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement;
|
b.
|
The grant of Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units even if Performance Units have been awarded repeatedly in the past;
|
c.
|
All decisions with respect to future awards, if any, will be at the sole discretion of the Company;
|
d.
|
The terms and conditions of future awards, if any, will be determined by the Company and will be reviewed and communicated to you if and when new grants are to be made;
|
e.
|
Your participation in the Plan is voluntary;
|
f.
|
The value of the Performance Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any;
|
g.
|
Performance Units are not part of normal or expected compensation or wages/salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company, its Affiliates or your Employer;
|
h.
|
The future value of the underlying Shares is unknown and cannot be predicted with certainty;
|
i.
|
If you receive Shares, the value of such Shares acquired may increase or decrease in value; and
|
j.
|
In consideration of the grant of the Performance Unit, no claim or entitlement to compensation or damages shall arise from termination of the Performance Unit or diminution in value of the Performance Unit or Shares
|
20.
|
Consent To Transfer Personal Data:
The Company and your Employer hereby notify you of the following in relation to your personal data and the collection, processing, storage and transfer of such data in relation to the grant of the Performance Units and your participation in the Plan pursuant to applicable personal data protection laws. The collection, processing, storage and transfer of your personal data is necessary for the Company's administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing, storage and transfer of personal data may affect your ability to participate in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing, storage and transfer of personal data as described herein.
|
21.
|
Electronic Delivery:
The Company may, in its sole discretion, decide to deliver any documents related to the Performance Units and participation in the Plan (or future Performance Units that may be granted under the Plan) by electronic means, or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
22.
|
Private Offering:
The grant of the Performance Units is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any
|
23.
|
Addendum:
Notwithstanding any provisions of this Award Agreement to the contrary, the Performance Units shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to this Agreement (an "Addendum"). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to this Award Agreement at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of this Award Agreement.
|
24.
|
Additional Terms and Conditions:
The Company reserves the right to impose other requirements on the Performance Units, any Shares acquired pursuant to the Performance Units and your participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Units and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
|
25.
|
Severability:
The provisions of this Award Agreement are severable and if any one (1) or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
26.
|
Age Discrimination Rules:
If you are resident and/or employed in a country that is a member of the European Union, the grant of the Performance Units and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Award Agreement, the Addendum or the Plan are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
|
27.
|
Governing Law:
The Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.
|
28.
|
Compliance with Laws:
As a condition to the grant of your Award, you agree to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the Performance Units) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company, your Employer and the Company's Affiliates, as may be required to allow the Company, your Employer and the Company's Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).
|
29.
|
Entire Agreement:
This Award Agreement, the Plan, the country-specific Addendum (if applicable) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Performance Units and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you. The various provisions of this Award Agreement, the Plan, and the Rules and procedures adopted by the Committee are severable, and if any provision thereof is held to be unenforceable by any court of competent jurisdiction, then such unenforceability shall not affect the enforceability of the remaining provisions thereof.
|
1.
|
Lapse of Restrictions
. If, for any reason, Shares are issued to you within six (6) months of the Grant Date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.
|
2.
|
IMPORTANT NOTICE
. WARNING: The contents of the Award Agreement, the Addendum, the Plan, and all other materials pertaining to the Performance Units and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice.
|
3.
|
Wages
. The Performance Units and Shares subject to the Performance Units do not form part of your wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.
|
4.
|
Nature of the Plan
. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the Performance Units shall be null and void.
|
2.
|
Termination for Cause
. Notwithstanding anything to the contrary in the Plan or the Award Agreement, "Cause" shall be as defined as set forth in the Agreement, regardless of whether the termination of employment is considered a fair termination (i.e., "
despido procedente
") under Spanish legislation.
|
2.
|
Exclusion of Claim
. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Performance Units, whether or not as a result of termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Performance Units. Upon the grant of the Award, you shall be deemed to have waived irrevocably any such entitlement.
|
1.
|
Type of Award
: Cash-Based Award as authorized under Article 9 of the Plan.
|
2.
|
Target Cash-Based Award under this Award (the "Target Award")
: <<Currency>> <<Amount>>
|
3.
|
Award Date
:
<<
Award Date
>>
|
4.
|
Performance Measures
: Return on invested capital ("ROIC") during the three-year Performance Period, as outlined in Article 12 of the Plan. For purposes of this Award, ROIC shall be expressed as a three-year average calculation.
|
5.
|
Performance Period
: The Performance Period for this Award begins on the first day of the Company's <<Beginning Fiscal Year>> fiscal year and ends on the last day of the Company's <<Ending Fiscal Year>> fiscal year.
|
6.
|
Amount of Cash-Based Award Earned
: Except as may be provided in section 7 below, after completion of the Performance Period, the total Cash-Based Award will be earned based entirely on the three-year average ROIC (as determined in section 6.A.) as of the last day of the Performance Period. For purposes of this Award, ROIC shall be expressed as follows:
|
Three-Year Average ROIC
|
=
|
(
|
(
|
NOPAT (Yr1)
Average Invested Capital (Yr1)
|
)
|
+
|
(
|
NOPAT (Yr2)
Average Invested Capital (Yr2)
|
)
|
+
|
(
|
NOPAT (Yr3)
Average Invested Capital (Yr3)
|
)
|
)
|
÷ 3
|
A.
|
The Cash-Based Award earned based upon three-year average ROIC shall be based upon the following chart. Interpolation shall be used in the event the Company's percentile rank does not fall directly on one (1) of the ranks listed in the table below and in no event will the payout as a percent of target exceed 200%.
|
ROIC
|
Earned Cash-Based Award as a Percent of Target Award
|
____% and above
|
200%
|
___%
|
175%
|
___%
|
150%
|
___%
|
125%
|
___%
|
100%
|
___%
|
75%
|
___%
|
50%
|
___%
|
25%
|
Less than __%
|
0%
|
A.
|
Total Cash-Based Award Earned and Payment
|
7.
|
Death, Disability or Retirement during the Performance Period
:
|
A.
|
If you die or become Disabled while an Employee after six (6) months from the Award Date during the Performance Period, the Target Award will be deemed earned according to the following schedule.
|
•
|
If death or Disability occurs after six (6) months from the Award Date through the last day of the Company's <<Beginning Fiscal Year>> fiscal year, one-third of your Target Award will immediately be earned and paid.
|
•
|
If death or Disability occurs during the Company's <<Second Fiscal Year>> fiscal year, two-thirds of your Target Award will immediately be earned and paid.
|
•
|
If death or Disability occurs during the Company's <<Ending Fiscal Year>> fiscal year, all of your Target Award will immediately be earned and paid.
|
B.
|
In the event of your Retirement during the Performance Period, you will earn this Cash-Based Award on a pro rata basis during the Performance Period and will be paid in accordance with paragraph 6 of this Award Agreement based upon the number of months from the first day of the Performance Period through the date of Retirement (rounding up to the next whole month) divided by 36. "Retirement" means your employment is terminated following becoming Retirement Eligible and "Retirement Eligible" means your age plus years of continuous service with the Company and its Affiliates total 80 or more.
|
8.
|
Forfeiture of Awards:
|
A.
|
All unearned Cash-Based Awards will be forfeited upon a termination of your employment during the Performance Period for any reason, except as set forth in sections 7 and 9 of this Award Agreement.
|
B.
|
If you engage in any Competition with the Company (as defined in the Plan and determined by the Administrative Committee in its discretion) you will immediately and permanently forfeit the right to receive payment from this Award, including any earned portion of the Award. You must return to the Company any value paid resulting from this Award at any time within the twelve-month period proceeding the date you engaged in Competition with the Company.
|
9.
|
Change in Control:
Upon a Change in Control, this Award shall be treated in accordance with Article 16 of the Plan.
|
10.
|
Transfer:
The Cash-Based Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
11.
|
Tax Withholding:
Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Cash-Based Awards, including the grant of Cash-Based Awards and any cash payments made by the Company in settlement of the Cash-Based Awards; and (b) do not commit to structure the terms of the grant or any aspect of the Cash-Based Award to reduce or eliminate your liability for Tax-Related Items.
|
12.
|
Administration:
This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee or its designee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, as it determines in its sole discretion, all of which will be binding upon you.
|
13.
|
Amendment
: This Award Agreement may be amended or modified by the Committee as long as the amendment or modification does not materially adversely affect your Award. Notwithstanding anything to the contrary contained in the Plan or in this Award Agreement, to the extent that the Company determines that the Cash-Based Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Cash-Based Award in order to cause the Cash-Based Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.
|
14.
|
Code Section 409A
: The intent of the parties is that payments and benefits under this Award Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Any payments described in this Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.
|
15.
|
No Guarantee of Employment:
Nothing in this Award Agreement or the Plan is intended to constitute or create a contract of employment with the Company, any of its Affiliates or your Employer. Moreover, neither this Award Agreement nor the Plan shall confer upon you any right to continuation of employment with the Company or your Employer, nor shall this Award Agreement or Plan interfere in any way with the Company's right or your Employer's right to terminate your employment at any time. Furthermore, neither the Award Agreement nor the Plan is part of your employment contract with the Company or your Employer, if any. The Plan and any awards granted thereunder are managed at the discretion of the Company and/or the Committee. The terms and conditions of future awards, if any, will be determined by the Company and/or the Committee if and when such new awards are to be made.
|
16.
|
Commercial Relationship:
To the extent you are not directly employed by the Company, you expressly recognize that your participation in the Plan and the Company’s grant of the Cash-Based Award does not create an employment relationship between you and the Company. You have been granted the Cash-Based Award as a consequence of the commercial relationship between the Company and your Employer, and your
|
17.
|
Acknowledgment of Nature of Plan and Cash-Based Awards:
In accepting the Cash-Based Award, you acknowledge that:
|
a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement;
|
b.
|
The grant of Cash-Based Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Cash-Based Awards, or benefits in lieu of Cash-Based Awards even if Cash-Based Awards have been awarded repeatedly in the past;
|
c.
|
All decisions with respect to future awards, if any, will be at the sole discretion of the Company;
|
d.
|
The terms and conditions of future awards, if any, will be determined by the Company and will be reviewed and communicated to you if and when new grants are to be made;
|
e.
|
Your participation in the Plan is voluntary;
|
f.
|
The value of the Cash-Based Award is an extraordinary item of compensation that is outside the scope of your employment contract, if any;
|
g.
|
Cash-Based Awards are not part of normal or expected compensation or wages/salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company, its Affiliates or your Employer;
|
h.
|
In consideration of the grant of the Cash-Based Award, no claim or entitlement to compensation or damages shall arise from termination of the Cash-Based Award or diminution in value of the Cash-Based Award or payments received under the Cash-Based Award resulting from termination of your service with the Company and its Affiliates (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by agreeing to this Award Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim.
|
18.
|
Consent To Transfer Personal Data:
The Company and your Employer hereby notify you of the following in relation to your personal data and the collection, processing, storage and transfer of such data in relation to the grant of the Cash-Based Award and your participation in the Plan pursuant to applicable personal data protection laws. The collection, processing, storage and transfer of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing, storage and transfer of personal data may affect your ability to participate in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing, storage and transfer of personal data as described herein.
|
19.
|
Electronic Delivery:
The Company may, in its sole discretion, decide to deliver any documents related to the Cash-Based Award and participation in the Plan (or future Cash-Based Awards that may be granted under the Plan) by electronic means, or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by Company or another third party designated by Company.
|
20.
|
Private Offering:
The grant of the Cash-Based Award is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law).
|
21.
|
Addendum:
Notwithstanding any provisions of this Award Agreement to the contrary, the Cash-Based Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to this Agreement (an “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to this Award Agreement at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Cash-Based Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of this Award Agreement.
|
22.
|
Additional Terms and Conditions:
The Company reserves the right to impose other requirements on the Cash-Based Award and your participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Cash-Based Award and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
|
23.
|
Severability:
The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
24.
|
Age Discrimination Rules:
If you are resident and/or employed in a country that is a member of the European Union, the grant of the Cash-Based Award and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Award Agreement, the Addendum or the Plan are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion,
|
25.
|
Governing Law:
The Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.
|
26.
|
Compliance with Laws:
As a condition to the grant of your Award, you agree to repatriate all payments attributable to the cash acquired under the Plan if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company, your Employer and the Company's Affiliates, as may be required to allow the Company, your Employer and the Company's Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).
|
27.
|
Entire Agreement:
This Award Agreement, the Plan, the country-specific Addendum (if applicable) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Cash-Based Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you. The various provisions of this Award Agreement, the Plan, and the Rules and procedures adopted by the Committee are severable, and if any provision thereof is held to be unenforceable by any court of competent jurisdiction, then such unenforceability shall not affect the enforceability of the remaining provisions thereof.
|
1.
|
Type of Award:
Restricted Stock Unit, as permitted under Article 11 of the Plan ("Restricted Stock Unit").
|
2.
|
Number of Restricted Stock Units Granted under this Award:
«Units»
|
3.
|
Grant Date:
«Grant_Date»
|
4.
|
Period of Restriction:
Subject to the terms of the Plan and section 5 below, the Restricted Stock Units granted under this Award Agreement will vest as follows:
|
5.
|
Vesting Upon Death, Disability, Retirement Eligibility or Termination without Cause:
|
a.
|
Death
. Your Restricted Stock Units will become fully vested if you die while an Employee after six (6) months from the Grant Date.
|
b.
|
Disability
. Your Restricted Stock Units will become fully vested if you become Disabled while an Employee after six (6) months from the Grant Date. A "Disability" or "become Disabled" means that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, you are unable to engage in any substantial gainful activity or are receiving income replacement benefits under an accident and health plan covering employees of the Company and its Affiliates for a period of not less than three (3) months.
|
c.
|
Retirement Eligibility
. Your Restricted Stock Units will become fully vested in the event you become Retirement Eligible during the Restriction Period and the Company will issue you one (1) Share of the Company for each vested Restricted Stock Unit as soon as practicable following the applicable Release Date (and not when you become Retirement Eligible or on the date of Retirement), but in no event more than 60 days following the applicable Release Date. "Retirement Eligible" means your age plus years of continuous service with the Company and
|
d.
|
Termination without Cause
. Your Restricted Stock Units will become fully vested if you are terminated without Cause by the Company or your Employer (a "Termination without Cause");
provided
, that such termination of employment constitutes a "separation from service" under Section 409A of the Code.
|
6.
|
Change in Control:
Upon a Change in Control, this Award shall be treated in accordance with Article 16 of the Plan.
|
7.
|
Payment:
Except as provided in sections 5(c) and 6, upon the vesting of your Restricted Stock Units, the Company will issue you one (1) Share of the Company for each vested Restricted Stock Unit as soon as practicable, but in no event more than 60 days following the date of vesting. In all cases, the date the Shares are issued to you with respect to your Restricted Stock Units is referred to as the "Transfer Date".
|
8.
|
Transfer:
The Restricted Stock Units granted under the Plan are not transferable.
|
9.
|
Voting Rights and Dividend-Equivalents:
|
a.
|
No Voting Rights
. You are not the owner of record of the Share underlying your Restricted Stock Units until the applicable Transfer Date and accordingly, you will have no voting rights on such Shares.
|
b.
|
Cash Dividend-Equivalents
. You will receive a cash payment equal to any cash dividends that the Company declares and pays with respect to the Shares underlying your outstanding Restricted Stock Units granted under this Award. The Company shall pay such cash dividend-equivalents at such time or times as it determines in its sole discretion;
provided
, the Company shall pay any cash dividend-equivalents within the calendar year in which the cash dividend-equivalent is declared.
|
c.
|
Stock Dividend-Equivalents
. You will be entitled to be credited with dividend-equivalents in the form of Shares of the Company with respect to your outstanding Restricted Stock Units, calculated as follows: on each date that a stock dividend is paid by the Company while your Restricted Stock Units are outstanding, you will be credited with an additional number of Restricted Stock Units equal to the number of whole Shares that would have been issued with respect to your outstanding Restricted Stock Units had the Restricted Stock Units been issued as Shares. The additional Restricted Stock Units credited under this paragraph will be subject to the same terms and conditions applicable to your Restricted Stock Units originally granted under this Award Agreement, including, without limitation, for purposes of crediting of additional dividend-equivalents.
|
10.
|
Forfeiture of Awards:
|
a.
|
Your Restricted Stock Units will be forfeited if, during the applicable Period of Restriction, you cease to be an Employee for any reason, except as set forth in sections 5 and 6 of this Award Agreement.
|
b.
|
If you engage in any Competition (as defined in the Plan and determined by the administrative committee in its discretion)
|
(i)
|
before the applicable Transfer Date, you will forfeit all outstanding Restricted Stock Units granted under this Award Agreement, or
|
(ii)
|
between the applicable Transfer Date, and the first anniversary of the applicable Transfer Date, you must return to the Company all Shares that have been issued to you pursuant to this Award Agreement and you will forfeit all outstanding Restricted Stock Units, if any, granted under this Award Agreement. For purposes of the foregoing, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party service provider engaged by the
|
11.
|
Tax Withholding:
Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items.
|
12.
|
Administration
: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee or its designee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, as it determines in its sole discretion, all of which will be binding upon you.
|
13.
|
Amendment:
This Award Agreement may be amended or modified by the Committee as long as the amendment or modification does not materially adversely affect your Award. Notwithstanding anything to the contrary contained in the Plan or in this Award Agreement, to the extent that the Company determines that the Restricted Stock Units are subject to Section 409A of the Code and fail to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Restricted Stock Units in order to cause the Restricted Stock Units to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.
|
14.
|
Code Section 409A:
The intent of the parties is that payments and benefits under this Award Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Any payments described in this Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.
|
15.
|
No Guarantee of Employment:
Nothing in this Award Agreement or the Plan is intended to constitute or create a contract of employment with the Company, any of its Affiliates or your Employer. Moreover, neither this Award Agreement nor the Plan shall confer upon you any right to continuation of employment with the Company or your Employer, nor shall this Award Agreement or Plan interfere in any way with the Company's right or your Employer's right to terminate your employment at any time. Furthermore, neither the Award Agreement nor the Plan is part of your employment contract with the Company or your Employer, if any. The Plan and any awards granted thereunder are managed at the discretion of the Company and/or the Committee. The terms and conditions of future awards, if any, will be determined by the Company and/or the Committee if and when such new awards are to be made.
|
16.
|
Commercial Relationship:
To the extent you are not directly employed by the Company, you expressly recognize that your participation in the Plan and the Company's grant of the Restricted Stock Units does not create an employment relationship between you and the Company. You have been granted the Restricted Stock Units as a consequence of the commercial relationship between the Company and your Employer, and your Employer is your sole employer. Based on the foregoing, (a) you expressly recognize the Plan and the benefits you may derive from participation in the Plan do not establish any rights between you and your Employer, (b) the Plan and the benefits you may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by your Employer, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.
|
17.
|
Acknowledgment of Nature of Plan and Restricted Stock Units:
In accepting the Restricted Stock Units, you acknowledge that:
|
a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement;
|
b.
|
The grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been awarded repeatedly in the past;
|
c.
|
All decisions with respect to future awards, if any, will be at the sole discretion of the Company;
|
d.
|
The terms and conditions of future awards, if any, will be determined by the Company and will be reviewed and communicated to you if and when new grants are to be made;
|
e.
|
Your participation in the Plan is voluntary;
|
f.
|
The value of the Restricted Stock Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any;
|
g.
|
Restricted Stock Units are not part of normal or expected compensation or wages/salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company, its Affiliates or your Employer;
|
h.
|
The future value of the underlying Shares is unknown and cannot be predicted with certainty;
|
i.
|
If you receive Shares, the value of such Shares acquired may increase or decrease in value; and
|
j.
|
In consideration of the grant of the Restricted Stock Unit, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Unit or diminution in value of the Restricted Stock Unit or Shares acquired under the Restricted Stock Unit resulting from termination of your service with the Company and its Affiliates (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by agreeing to this Award Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim.
|
18.
|
Consent To Transfer Personal Data:
The Company and your Employer hereby notify you of the following in relation to your personal data and the collection, processing, storage and transfer of such data in relation to the grant of the Restricted Stock Units and your participation in the Plan pursuant to applicable personal data protection laws. The collection, processing, storage and transfer of your personal data is necessary for the Company's administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing, storage and transfer of personal data may affect your ability to participate in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing, storage and transfer of personal data as described herein.
|
19.
|
Electronic Delivery:
The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Unit and participation in the Plan (or future Restricted Stock Units that may be granted under the Plan) by electronic means, or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
20.
|
Private Offering:
The grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law).
|
21.
|
Addendum:
Notwithstanding any provisions of this Award Agreement to the contrary, the Restricted Stock Units shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to this Award Agreement (an "Addendum"). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to this Award Agreement at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of this Award Agreement.
|
22.
|
Additional Terms and Conditions:
The Company reserves the right to impose other requirements on the Restricted Stock Units, any Shares acquired pursuant to the Restricted Stock Units and your participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
|
23.
|
Severability:
The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
24.
|
Age Discrimination:
If you are resident and/or employed in a country that is a member of the European Union, the grant of the Restricted Stock Units and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Award Agreement, the Addendum or the Plan are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
|
25.
|
Governing Law:
The Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.
|
26.
|
Compliance with Laws:
As a condition to the grant of your Award, you agree to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the Restricted Stock Units) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company, your Employer and the Company's Affiliates, as may be required to allow the Company, your Employer and the Company's Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).
|
27.
|
Entire Agreement:
This Award Agreement, the Plan, the country-specific Addendum (if applicable) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Restricted Stock Units and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you. The various provisions of this Award Agreement, the Plan, and the Rules and procedures adopted by the Committee are severable, and if any provision thereof is held to be unenforceable by any court of competent jurisdiction, then such unenforceability shall not affect the enforceability of the remaining provisions thereof.
|
1.
|
Lapse of Restrictions
. If, for any reason, Shares are issued to you within six (6) months of the Grant Date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six (6) month anniversary of the Grant Date.
|
2.
|
IMPORTANT NOTICE
. WARNING: The contents of the Award Agreement, the Addendum, the Plan, and all other materials pertaining to the Restricted Stock Units and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice.
|
3.
|
Wages
. The Restricted Stock Units and Shares subject to the Restricted Stock Units do not form part of your wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.
|
4.
|
Nature of the Plan
. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance ("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the Restricted Stock Units shall be null and void.
|
2.
|
Termination for Cause
. Notwithstanding anything to the contrary in the Plan or the Award Agreement, "Cause" shall be as defined as set forth in the Award Agreement, regardless of whether the termination of employment is considered a fair termination (i.e., "
despido procedente
") under Spanish legislation.
|
2.
|
Exclusion of Claim
. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Restricted Stock Units, whether or not as a result of termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Restricted Stock Units. Upon the grant of the Award, you shall be deemed to have waived irrevocably any such entitlement.
|
Type of Compensation
|
|
Director
|
|
Board Chair
|
|
||||
Board Annual Retainer
|
|
$
|
200,000
|
|
|
$
|
300,000
|
|
|
Committee Chair Annual Retainers:
|
|
|
|
|
|
||||
Audit Committee
|
|
$
|
20,000
|
|
|
|
|
||
Compensation Committee
|
|
$
|
15,000
|
|
|
|
|
||
Nominating and Corporate Governance Committee
|
|
$
|
10,000
|
|
|
|
|
•
|
Steelcase Inc. Class A Common Stock issued under the Steelcase Inc. Incentive Compensation Plan or
|
•
|
A deemed investment in Steelcase Inc. Class A Common Stock under the Steelcase Inc. Non-Employee Director Deferred Compensation Plan.
|
1)
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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
|
|