|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended August 25, 2017
|
or
|
||
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan
|
|
38-0819050
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
|
|
49508
(Zip Code)
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|
|
|
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Large accelerated filer
þ
|
Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
|
Emerging growth company
o
|
|
STEELCASE INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED AUGUST 25, 2017
INDEX
|
||
|
|
Page No.
|
|
|
|
|
||
|
||
|
||
|
||
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||
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Item 1.
|
Financial Statements:
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)
|
|||||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Revenue
|
$
|
775.6
|
|
|
$
|
758.0
|
|
|
$
|
1,510.7
|
|
|
$
|
1,476.8
|
|
Cost of sales
|
517.2
|
|
|
494.9
|
|
|
1,009.5
|
|
|
979.7
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||
Gross profit
|
258.4
|
|
|
263.1
|
|
|
501.2
|
|
|
492.9
|
|
||||
Operating expenses
|
204.2
|
|
|
200.9
|
|
|
417.1
|
|
|
397.0
|
|
||||
Restructuring costs
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.7
|
|
||||
Operating income
|
54.2
|
|
|
61.9
|
|
|
84.1
|
|
|
95.2
|
|
||||
Interest expense
|
(4.4
|
)
|
|
(4.4
|
)
|
|
(8.7
|
)
|
|
(8.6
|
)
|
||||
Investment income
|
0.4
|
|
|
0.3
|
|
|
0.8
|
|
|
0.8
|
|
||||
Other income, net
|
0.5
|
|
|
1.8
|
|
|
2.9
|
|
|
3.9
|
|
||||
Income before income tax expense
|
50.7
|
|
|
59.6
|
|
|
79.1
|
|
|
91.3
|
|
||||
Income tax expense
|
13.8
|
|
|
21.4
|
|
|
24.1
|
|
|
33.7
|
|
||||
Net income
|
$
|
36.9
|
|
|
$
|
38.2
|
|
|
$
|
55.0
|
|
|
$
|
57.6
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
Dividends declared and paid per common share
|
$
|
0.1275
|
|
|
$
|
0.1200
|
|
|
$
|
0.2550
|
|
|
$
|
0.2400
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Net income
|
$
|
36.9
|
|
|
$
|
38.2
|
|
|
$
|
55.0
|
|
|
$
|
57.6
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
||||
Pension and other post-retirement liability adjustments
|
(1.3
|
)
|
|
(0.6
|
)
|
|
1.5
|
|
|
(2.5
|
)
|
||||
Foreign currency translation adjustments
|
8.8
|
|
|
(1.1
|
)
|
|
20.3
|
|
|
3.3
|
|
||||
Total other comprehensive income (loss), net
|
7.8
|
|
|
(1.7
|
)
|
|
22.1
|
|
|
0.7
|
|
||||
Comprehensive income
|
$
|
44.7
|
|
|
$
|
36.5
|
|
|
77.1
|
|
|
58.3
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
(Unaudited)
|
|
|||||
|
August 25,
2017 |
February 24,
2017 |
|||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
139.3
|
|
|
$
|
197.1
|
|
Short-term investments
|
64.8
|
|
|
73.4
|
|
||
Accounts receivable, net of allowances of $12.0 and $11.2
|
340.9
|
|
|
307.6
|
|
||
Inventories
|
173.5
|
|
|
163.1
|
|
||
Prepaid expenses
|
26.2
|
|
|
19.1
|
|
||
Other current assets
|
48.5
|
|
|
58.9
|
|
||
Total current assets
|
793.2
|
|
|
819.2
|
|
||
Property, plant and equipment, net of accumulated depreciation of $996.7 and $959.6
|
429.2
|
|
|
408.1
|
|
||
Company-owned life insurance ("COLI")
|
168.8
|
|
|
168.8
|
|
||
Deferred income taxes
|
189.1
|
|
|
179.6
|
|
||
Goodwill
|
107.1
|
|
|
106.7
|
|
||
Other intangible assets, net of accumulated amortization of $45.0 and $43.2
|
16.4
|
|
|
16.8
|
|
||
Investments in unconsolidated affiliates
|
50.1
|
|
|
50.5
|
|
||
Other assets
|
21.2
|
|
|
42.3
|
|
||
Total assets
|
$
|
1,775.1
|
|
|
$
|
1,792.0
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
223.7
|
|
|
$
|
216.8
|
|
Short-term borrowings and current maturities of long-term debt
|
2.8
|
|
|
2.8
|
|
||
Accrued expenses:
|
|
|
|
|
|
||
Employee compensation
|
102.6
|
|
|
154.3
|
|
||
Employee benefit plan obligations
|
23.6
|
|
|
35.0
|
|
||
Accrued promotions
|
25.9
|
|
|
19.0
|
|
||
Customer deposits
|
20.2
|
|
|
15.9
|
|
||
Product warranties
|
18.6
|
|
|
20.4
|
|
||
Other
|
67.9
|
|
|
59.2
|
|
||
Total current liabilities
|
485.3
|
|
|
523.4
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Long-term debt less current maturities
|
293.3
|
|
|
294.6
|
|
||
Employee benefit plan obligations
|
134.3
|
|
|
134.3
|
|
||
Other long-term liabilities
|
67.3
|
|
|
73.2
|
|
||
Total long-term liabilities
|
494.9
|
|
|
502.1
|
|
||
Total liabilities
|
980.2
|
|
|
1,025.5
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(28.5
|
)
|
|
(50.6
|
)
|
||
Retained earnings
|
823.4
|
|
|
817.1
|
|
||
Total shareholders’ equity
|
794.9
|
|
|
766.5
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,775.1
|
|
|
$
|
1,792.0
|
|
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
|
|||||||
|
Six Months Ended
|
||||||
|
August 25,
2017 |
August 26,
2016 |
|||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
55.0
|
|
|
$
|
57.6
|
|
Depreciation and amortization
|
31.2
|
|
|
29.4
|
|
||
Deferred income taxes
|
(4.0
|
)
|
|
18.7
|
|
||
Non-cash stock compensation
|
11.7
|
|
|
12.5
|
|
||
Equity in income of unconsolidated affiliates
|
(5.4
|
)
|
|
(4.8
|
)
|
||
Dividends received from unconsolidated affiliates
|
6.1
|
|
|
5.1
|
|
||
Other
|
(2.3
|
)
|
|
(4.5
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(25.2
|
)
|
|
(0.1
|
)
|
||
Inventories
|
(7.2
|
)
|
|
(4.2
|
)
|
||
VAT recoverable
|
9.5
|
|
|
13.2
|
|
||
Other assets
|
9.8
|
|
|
(13.4
|
)
|
||
Accounts payable
|
2.8
|
|
|
10.1
|
|
||
Employee compensation liabilities
|
(59.2
|
)
|
|
(70.3
|
)
|
||
Employee benefit obligations
|
(15.7
|
)
|
|
(14.9
|
)
|
||
Accrued expenses and other liabilities
|
15.2
|
|
|
(14.3
|
)
|
||
Net cash provided by operating activities
|
22.3
|
|
|
20.1
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(36.6
|
)
|
|
(26.8
|
)
|
||
Purchases of investments
|
(52.1
|
)
|
|
(37.2
|
)
|
||
Liquidations of investments
|
60.7
|
|
|
74.8
|
|
||
Other
|
9.8
|
|
|
0.8
|
|
||
Net cash provided by (used in) investing activities
|
(18.2
|
)
|
|
11.6
|
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
||
Dividends paid
|
(30.9
|
)
|
|
(29.6
|
)
|
||
Common stock repurchases
|
(33.1
|
)
|
|
(32.5
|
)
|
||
Excess tax benefit from vesting of stock awards
|
—
|
|
|
(0.3
|
)
|
||
Repayment of long-term debt
|
(1.3
|
)
|
|
(0.7
|
)
|
||
Net cash used in financing activities
|
(65.3
|
)
|
|
(63.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
3.4
|
|
|
1.0
|
|
||
Net decrease in cash and cash equivalents
|
(57.8
|
)
|
|
(30.4
|
)
|
||
Cash and cash equivalents, beginning of period
|
197.1
|
|
|
181.9
|
|
||
Cash and cash equivalents, end of period
|
$
|
139.3
|
|
|
$
|
151.5
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
NEW ACCOUNTING STANDARDS
|
3.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Computation of Earnings per Share
|
August 25,
2017 |
|
August 26,
2016 |
August 25,
2017 |
|
August 26,
2016 |
|||||||||
Net income
|
$
|
36.9
|
|
|
$
|
38.2
|
|
|
$
|
55.0
|
|
|
$
|
57.6
|
|
Adjustment for earnings attributable to participating securities
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
||||
Net income used in calculating earnings per share
|
$
|
36.2
|
|
|
$
|
37.5
|
|
|
$
|
54.0
|
|
|
$
|
56.5
|
|
Weighted-average common shares outstanding including participating securities (in millions)
|
119.7
|
|
|
121.1
|
|
|
119.8
|
|
|
121.4
|
|
||||
Adjustment for participating securities (in millions)
|
(2.4
|
)
|
|
(2.4
|
)
|
|
(2.2
|
)
|
|
(2.3
|
)
|
||||
Shares used in calculating basic earnings per share (in millions)
|
117.3
|
|
|
118.7
|
|
|
117.6
|
|
|
119.1
|
|
||||
Effect of dilutive stock-based compensation (in millions)
|
0.2
|
|
|
0.4
|
|
|
0.2
|
|
|
0.5
|
|
||||
Shares used in calculating diluted earnings per share (in millions)
|
117.5
|
|
|
119.1
|
|
|
117.8
|
|
|
119.6
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
Total common shares outstanding at period end (in millions)
|
116.0
|
|
|
118.3
|
|
|
116.0
|
|
|
118.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive performance units excluded from the computation of diluted earnings per share (in millions)
|
0.5
|
|
|
0.3
|
|
|
0.5
|
|
|
0.3
|
|
4.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Unrealized gain (loss) on investments
|
Pension and other post-retirement liability adjustments
|
Foreign currency translation adjustments
|
Total
|
||||||||||||
Balance as of May 26, 2017
|
$
|
(0.3
|
)
|
|
$
|
15.8
|
|
|
$
|
(51.8
|
)
|
|
$
|
(36.3
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
0.3
|
|
|
0.2
|
|
|
8.8
|
|
|
9.3
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
||||
Net current period other comprehensive income (loss)
|
0.3
|
|
|
(1.3
|
)
|
|
8.8
|
|
|
7.8
|
|
|
||||
Balance as of August 25, 2017
|
$
|
—
|
|
|
$
|
14.5
|
|
|
$
|
(43.0
|
)
|
|
$
|
(28.5
|
)
|
|
|
Unrealized gain (loss) on investments
|
Pension and other post-retirement liability adjustments
|
Foreign currency translation adjustments
|
Total
|
||||||||||||
Balance as of February 24, 2017
|
$
|
(0.3
|
)
|
|
$
|
13.0
|
|
|
$
|
(63.3
|
)
|
|
$
|
(50.6
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
0.3
|
|
|
(0.3
|
)
|
|
20.3
|
|
|
20.3
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
||||
Net current period other comprehensive income (loss)
|
0.3
|
|
|
1.5
|
|
|
20.3
|
|
|
22.1
|
|
|
||||
Balance as of August 25, 2017
|
$
|
—
|
|
|
$
|
14.5
|
|
|
$
|
(43.0
|
)
|
|
$
|
(28.5
|
)
|
|
Detail of Accumulated Other
Comprehensive Income (Loss) Components |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line in the Condensed Consolidated Statements of Income
|
|||||||||||||||
Three Months Ended
|
Six Months Ended
|
||||||||||||||||
August 25,
2017 |
August 26,
2016 |
August 25, 2017
|
August 26, 2016
|
||||||||||||||
Amortization of pension and other post-retirement liability adjustments
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses (gains)
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
Cost of sales
|
||||
Actuarial losses (gains)
|
(0.3
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
0.1
|
|
|
Operating expenses
|
||||
Prior service cost (credit)
|
(0.8
|
)
|
|
(1.0
|
)
|
|
(1.6
|
)
|
|
(2.0
|
)
|
|
Cost of sales
|
||||
Prior service cost (credit)
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(1.9
|
)
|
|
(2.4
|
)
|
|
Operating expenses
|
||||
Settlements - Actuarial losses (gains)
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
Cost of sales
|
||||
Settlements - Actuarial losses (gains)
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
Operating expenses
|
||||
|
1.0
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
1.7
|
|
|
Income tax expense
|
||||
Total reclassifications
|
$
|
(1.5
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
1.8
|
|
|
$
|
(2.7
|
)
|
|
Net income
|
5.
|
FAIR VALUE
|
|
August 25, 2017
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
139.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139.3
|
|
Restricted cash
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
40.1
|
|
|
—
|
|
|
40.1
|
|
||||
U.S. agency debt securities
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
||||
Asset backed securities
|
—
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
||||
U.S. government debt securities
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||
Municipal debt securities
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
3.9
|
|
|
3.9
|
|
||||
|
$
|
144.1
|
|
|
$
|
64.1
|
|
|
$
|
3.9
|
|
|
$
|
212.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
||||
|
$
|
—
|
|
|
$
|
(2.4
|
)
|
|
$
|
—
|
|
|
$
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
February 24, 2017
|
||||||||||||||
Fair Value of Financial Instruments
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
197.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197.1
|
|
Restricted cash
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||
Managed investment portfolio and other investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
33.6
|
|
|
—
|
|
|
33.6
|
|
||||
U.S. agency debt securities
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
||||
Asset backed securities
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||
U.S. government debt securities
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Municipal debt securities
|
—
|
|
|
15.1
|
|
|
—
|
|
|
15.1
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
3.5
|
|
|
3.5
|
|
||||
|
$
|
202.0
|
|
|
$
|
74.5
|
|
|
$
|
3.5
|
|
|
$
|
280.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
Roll-Forward of Fair Value Using Level 3 Inputs
|
Auction Rate Securities
|
||
Balance as of February 24, 2017
|
$
|
3.5
|
|
Unrealized gain on investments
|
0.4
|
|
|
Balance as of August 25, 2017
|
$
|
3.9
|
|
6.
|
INVENTORIES
|
Inventories
|
August 25,
2017 |
February 24,
2017 |
|||||
Raw materials and work-in-process
|
$
|
84.7
|
|
|
$
|
79.6
|
|
Finished goods
|
107.5
|
|
|
101.7
|
|
||
|
192.2
|
|
|
181.3
|
|
||
Revaluation to LIFO
|
18.7
|
|
|
18.2
|
|
||
|
$
|
173.5
|
|
|
$
|
163.1
|
|
7.
|
SHARE-BASED COMPENSATION
|
|
2018 Awards
|
2017 Awards
|
2016 Awards
|
|||
Three-year risk-free interest rate (1)
|
1.4
|
%
|
0.9
|
%
|
0.8
|
%
|
Expected term
|
3 years
|
|
3 years
|
|
3 years
|
|
Estimated volatility (2)
|
31.8
|
%
|
31.2
|
%
|
29.4
|
%
|
(1)
|
Based on the U.S. government bond benchmark on the grant date.
|
(2)
|
Represents the historical price volatility of the Company’s common stock for the three-year period preceding the grant date.
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Performance Units
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Expense
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
2.5
|
|
|
$
|
3.2
|
|
Tax benefit
|
0.3
|
|
|
0.4
|
|
|
0.9
|
|
|
1.2
|
|
Maximum Number of Shares That May Be Issued Under Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value per Unit
|
|||
Nonvested as of February 24, 2017
|
916,420
|
|
$
|
19.31
|
|
Granted
|
309,000
|
|
21.77
|
|
|
Nonvested as of August 25, 2017
|
1,225,420
|
|
$
|
19.93
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Restricted Stock Units
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Expense
|
$
|
2.2
|
|
|
$
|
2.2
|
|
|
$
|
8.8
|
|
|
$
|
8.9
|
|
Tax benefit
|
0.8
|
|
|
0.8
|
|
|
3.2
|
|
|
3.2
|
|
Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value
per Unit
|
|||
Nonvested as of February 24, 2017
|
1,731,507
|
|
$
|
16.38
|
|
Granted
|
650,321
|
|
16.73
|
|
|
Vested
|
(13,388
|
)
|
16.36
|
|
|
Forfeited
|
(17,104
|
)
|
16.52
|
|
|
Nonvested as of August 25, 2017
|
2,351,336
|
|
$
|
16.47
|
|
8.
|
REPORTABLE SEGMENTS
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
Reportable Segment Statement of Operations Data
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
568.5
|
|
|
$
|
571.0
|
|
|
$
|
1,103.5
|
|
|
$
|
1,091.4
|
|
|
EMEA
|
118.2
|
|
|
112.8
|
|
|
231.3
|
|
|
238.1
|
|
|
||||
Other
|
88.9
|
|
|
74.2
|
|
|
175.9
|
|
|
147.3
|
|
|
||||
|
$
|
775.6
|
|
|
$
|
758.0
|
|
|
$
|
1,510.7
|
|
|
$
|
1,476.8
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
57.7
|
|
|
$
|
78.0
|
|
|
$
|
99.5
|
|
|
$
|
124.6
|
|
|
EMEA
|
(3.6
|
)
|
|
(11.4
|
)
|
|
(12.2
|
)
|
|
(17.6
|
)
|
|
||||
Other
|
6.8
|
|
|
3.5
|
|
|
13.3
|
|
|
5.7
|
|
|
||||
Corporate
|
(6.7
|
)
|
|
(8.2
|
)
|
|
(16.5
|
)
|
|
(17.5
|
)
|
|
||||
|
$
|
54.2
|
|
|
$
|
61.9
|
|
|
$
|
84.1
|
|
|
$
|
95.2
|
|
|
Reportable Segment Balance Sheet Data
|
August 25,
2017 |
February 24,
2017 |
||||||
Total assets
|
|
|
|
|
|
|
||
Americas
|
$
|
1,010.3
|
|
|
$
|
960.7
|
|
|
EMEA
|
294.4
|
|
|
297.4
|
|
|
||
Other
|
208.1
|
|
|
191.1
|
|
|
||
Corporate
|
262.3
|
|
|
342.8
|
|
|
||
|
$
|
1,775.1
|
|
|
$
|
1,792.0
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Revenue
|
$
|
775.6
|
|
|
100.0
|
%
|
|
$
|
758.0
|
|
|
100.0
|
%
|
|
$
|
1,510.7
|
|
|
100.0
|
%
|
|
$
|
1,476.8
|
|
|
100.0
|
%
|
Cost of sales
|
517.2
|
|
|
66.7
|
|
|
494.9
|
|
|
65.3
|
|
|
1,009.5
|
|
|
66.8
|
|
|
979.7
|
|
|
66.3
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
0.3
|
|
||||
Gross profit
|
258.4
|
|
|
33.3
|
|
|
263.1
|
|
|
34.7
|
|
|
501.2
|
|
|
33.2
|
|
|
492.9
|
|
|
33.4
|
|
||||
Operating expenses
|
204.2
|
|
|
26.3
|
|
|
200.9
|
|
|
26.5
|
|
|
417.1
|
|
|
27.6
|
|
|
397.0
|
|
|
26.9
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.1
|
|
||||
Operating income
|
54.2
|
|
|
7.0
|
|
|
61.9
|
|
|
8.2
|
|
|
84.1
|
|
|
5.6
|
|
|
95.2
|
|
|
6.4
|
|
||||
Interest expense
|
(4.4
|
)
|
|
(0.6
|
)
|
|
(4.4
|
)
|
|
(0.6
|
)
|
|
(8.7
|
)
|
|
(0.7
|
)
|
|
(8.6
|
)
|
|
(0.6
|
)
|
||||
Investment income
|
0.4
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
0.8
|
|
|
0.1
|
|
||||
Other income, net
|
0.5
|
|
|
0.1
|
|
|
1.8
|
|
|
0.3
|
|
|
2.9
|
|
|
0.2
|
|
|
3.9
|
|
|
0.3
|
|
||||
Income before income tax expense
|
50.7
|
|
|
6.5
|
|
|
59.6
|
|
|
7.9
|
|
|
79.1
|
|
|
5.2
|
|
|
91.3
|
|
|
6.2
|
|
||||
Income tax expense
|
13.8
|
|
|
1.7
|
|
|
21.4
|
|
|
2.9
|
|
|
24.1
|
|
|
1.6
|
|
|
33.7
|
|
|
2.3
|
|
||||
Net income
|
$
|
36.9
|
|
|
4.8
|
%
|
|
$
|
38.2
|
|
|
5.0
|
%
|
|
$
|
55.0
|
|
|
3.6
|
%
|
|
$
|
57.6
|
|
|
3.9
|
%
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
|
|
|
$
|
0.32
|
|
|
|
|
|
$
|
0.46
|
|
|
|
|
|
$
|
0.47
|
|
|
|
|
Diluted
|
$
|
0.31
|
|
|
|
|
|
$
|
0.31
|
|
|
|
|
|
$
|
0.46
|
|
|
|
|
|
$
|
0.47
|
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Operating income
|
$
|
54.2
|
|
|
7.0
|
%
|
|
$
|
61.9
|
|
|
8.2
|
%
|
|
$
|
84.1
|
|
|
5.6
|
%
|
|
$
|
95.2
|
|
|
6.4
|
%
|
Add: restructuring costs
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
0.4
|
|
||||
Adjusted operating income
|
$
|
54.2
|
|
|
7.0
|
%
|
|
$
|
62.2
|
|
|
8.2
|
%
|
|
$
|
84.1
|
|
|
5.6
|
%
|
|
$
|
100.1
|
|
|
6.8
|
%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Interest Expense, Investment Income and Other Income, Net
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Interest expense
|
$
|
(4.4
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(8.6
|
)
|
Investment income
|
0.4
|
|
|
0.3
|
|
|
0.8
|
|
|
0.8
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity in income of unconsolidated affiliates
|
2.6
|
|
|
2.2
|
|
|
5.6
|
|
|
4.7
|
|
||||
Foreign exchange gains (losses)
|
(0.2
|
)
|
|
0.2
|
|
|
(2.2
|
)
|
|
0.7
|
|
||||
Miscellaneous, net
|
(1.9
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(1.5
|
)
|
||||
Total other income, net
|
0.5
|
|
|
1.8
|
|
|
2.9
|
|
|
3.9
|
|
||||
Total interest expense, investment income and other income, net
|
$
|
(3.5
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(3.9
|
)
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data — Americas
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Revenue
|
$
|
568.5
|
|
|
100.0
|
%
|
|
$
|
571.0
|
|
|
100.0
|
%
|
|
$
|
1,103.5
|
|
|
100.0
|
%
|
|
$
|
1,091.4
|
|
|
100.0
|
%
|
Cost of sales
|
372.7
|
|
|
65.6
|
|
|
360.5
|
|
|
63.1
|
|
|
725.8
|
|
|
65.8
|
|
|
703.2
|
|
|
64.4
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
0.3
|
|
||||
Gross profit
|
195.8
|
|
|
34.4
|
|
|
210.5
|
|
|
36.9
|
|
|
377.7
|
|
|
34.2
|
|
|
385.6
|
|
|
35.3
|
|
||||
Operating expenses
|
138.1
|
|
|
24.3
|
|
|
132.5
|
|
|
23.2
|
|
|
278.2
|
|
|
25.2
|
|
|
261.0
|
|
|
23.9
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating income
|
$
|
57.7
|
|
|
10.1
|
%
|
|
$
|
78.0
|
|
|
13.7
|
%
|
|
$
|
99.5
|
|
|
9.0
|
%
|
|
$
|
124.6
|
|
|
11.4
|
%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income to
Adjusted Operating Income — Americas
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Operating income
|
$
|
57.7
|
|
|
10.1
|
%
|
|
$
|
78.0
|
|
|
13.7
|
%
|
|
$
|
99.5
|
|
|
9.0
|
%
|
|
$
|
124.6
|
|
|
11.4
|
%
|
Add: restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
0.3
|
|
||||
Adjusted operating income
|
$
|
57.7
|
|
|
10.1
|
%
|
|
$
|
78.0
|
|
|
13.7
|
%
|
|
$
|
99.5
|
|
|
9.0
|
%
|
|
$
|
127.2
|
|
|
11.7
|
%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data — EMEA
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Revenue
|
$
|
118.2
|
|
|
100.0
|
%
|
|
$
|
112.8
|
|
|
100.0
|
%
|
|
$
|
231.3
|
|
|
100.0
|
%
|
|
$
|
238.1
|
|
|
100.0
|
%
|
Cost of sales
|
86.8
|
|
|
73.4
|
|
|
86.0
|
|
|
76.2
|
|
|
171.4
|
|
|
74.1
|
|
|
179.3
|
|
|
75.3
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
0.7
|
|
||||
Gross profit
|
31.4
|
|
|
26.6
|
|
|
26.8
|
|
|
23.8
|
|
|
59.9
|
|
|
25.9
|
|
|
57.2
|
|
|
24.0
|
|
||||
Operating expenses
|
35.0
|
|
|
29.6
|
|
|
37.9
|
|
|
33.6
|
|
|
72.1
|
|
|
31.2
|
|
|
74.1
|
|
|
31.1
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.3
|
|
||||
Operating loss
|
$
|
(3.6
|
)
|
|
(3.0
|
)%
|
|
$
|
(11.4
|
)
|
|
(10.1
|
)%
|
|
$
|
(12.2
|
)
|
|
(5.3
|
)%
|
|
$
|
(17.6
|
)
|
|
(7.4
|
)%
|
Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — EMEA
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
||||||||||||||||||||||||
Operating loss
|
$
|
(3.6
|
)
|
|
(3.0
|
)%
|
|
$
|
(11.4
|
)
|
|
(10.1
|
)%
|
|
$
|
(12.2
|
)
|
|
(5.3
|
)%
|
|
$
|
(17.6
|
)
|
|
(7.4
|
)%
|
Add: restructuring costs
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
1.0
|
|
||||
Adjusted operating loss
|
$
|
(3.6
|
)
|
|
(3.0
|
)%
|
|
$
|
(11.1
|
)
|
|
(9.8
|
)%
|
|
$
|
(12.2
|
)
|
|
(5.3
|
)%
|
|
$
|
(15.3
|
)
|
|
(6.4
|
)%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Statement of Operations Data — Other
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Revenue
|
$
|
88.9
|
|
|
100.0
|
%
|
|
$
|
74.2
|
|
|
100.0
|
%
|
|
$
|
175.9
|
|
|
100.0
|
%
|
|
$
|
147.3
|
|
|
100.0
|
%
|
Cost of sales
|
57.7
|
|
|
64.9
|
|
|
48.4
|
|
|
65.2
|
|
|
112.3
|
|
|
63.8
|
|
|
97.2
|
|
|
66.0
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gross profit
|
31.2
|
|
|
35.1
|
|
|
25.8
|
|
|
34.8
|
|
|
63.6
|
|
|
36.2
|
|
|
50.1
|
|
|
34.0
|
|
||||
Operating expenses
|
24.4
|
|
|
27.5
|
|
|
22.3
|
|
|
30.1
|
|
|
50.3
|
|
|
28.6
|
|
|
44.4
|
|
|
30.1
|
|
||||
Restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating income
|
$
|
6.8
|
|
|
7.6
|
%
|
|
$
|
3.5
|
|
|
4.7
|
%
|
|
$
|
13.3
|
|
|
7.6
|
%
|
|
$
|
5.7
|
|
|
3.9
|
%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||
Reconciliation of Operating Income to Adjusted Operating Income — Other
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||||||||||||||
Operating income
|
$
|
6.8
|
|
|
7.6
|
%
|
|
$
|
3.5
|
|
|
4.7
|
%
|
|
$
|
13.3
|
|
|
7.6
|
%
|
|
$
|
5.7
|
|
|
3.9
|
%
|
Add: restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted operating income
|
$
|
6.8
|
|
|
7.6
|
%
|
|
$
|
3.5
|
|
|
4.7
|
%
|
|
$
|
13.3
|
|
|
7.6
|
%
|
|
$
|
5.7
|
|
|
3.9
|
%
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
Statement of Operations Data — Corporate
|
August 25,
2017 |
August 26,
2016 |
August 25,
2017 |
August 26,
2016 |
|||||||||||
Operating expenses
|
$
|
6.7
|
|
|
$
|
8.2
|
|
|
$
|
16.5
|
|
|
$
|
17.5
|
|
Liquidity Sources
|
August 25,
2017 |
February 24,
2017 |
|||||
Cash and cash equivalents
|
$
|
139.3
|
|
|
$
|
197.1
|
|
Short-term investments
|
64.8
|
|
|
73.4
|
|
||
Company-owned life insurance
|
168.8
|
|
|
168.8
|
|
||
Availability under credit facilities
|
155.1
|
|
|
150.3
|
|
||
Total liquidity
|
$
|
528.0
|
|
|
$
|
589.6
|
|
|
Six Months Ended
|
||||||
Cash Flow Data
|
August 25,
2017 |
August 26,
2016 |
|||||
Net cash provided by (used in):
|
|
|
|
|
|
||
Operating activities
|
$
|
22.3
|
|
|
$
|
20.1
|
|
Investing activities
|
(18.2
|
)
|
|
11.6
|
|
||
Financing activities
|
(65.3
|
)
|
|
(63.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
3.4
|
|
|
1.0
|
|
||
Net decrease in cash and cash equivalents
|
(57.8
|
)
|
|
(30.4
|
)
|
||
Cash and cash equivalents, beginning of period
|
197.1
|
|
|
181.9
|
|
||
Cash and cash equivalents, end of period
|
$
|
139.3
|
|
|
$
|
151.5
|
|
|
Six Months Ended
|
||||||
Cash Flow Data — Operating Activities
|
August 25,
2017 |
August 26,
2016 |
|||||
Net income
|
$
|
55.0
|
|
|
$
|
57.6
|
|
Depreciation and amortization
|
31.2
|
|
|
29.4
|
|
||
Non-cash stock compensation
|
11.7
|
|
|
12.5
|
|
||
Other
|
(1.6
|
)
|
|
(4.2
|
)
|
||
Changes in accounts receivable, inventories and accounts payable
|
(29.6
|
)
|
|
5.8
|
|
||
Changes in VAT recoverable
|
9.5
|
|
|
13.2
|
|
||
Changes in employee compensation liabilities
|
(59.2
|
)
|
|
(70.3
|
)
|
||
Changes in other operating assets and liabilities and deferred income taxes
|
5.3
|
|
|
(23.9
|
)
|
||
Net cash provided by operating activities
|
$
|
22.3
|
|
|
$
|
20.1
|
|
|
Six Months Ended
|
||||||
Cash Flow Data — Investing Activities
|
August 25,
2017 |
August 26,
2016 |
|||||
Capital expenditures
|
$
|
(36.6
|
)
|
|
$
|
(26.8
|
)
|
Purchases of investments
|
(52.1
|
)
|
|
(37.2
|
)
|
||
Liquidations of investments
|
60.7
|
|
|
74.8
|
|
||
Other
|
9.8
|
|
|
0.8
|
|
||
Net cash provided by (used in) investing activities
|
$
|
(18.2
|
)
|
|
$
|
11.6
|
|
|
Six Months Ended
|
||||||
Cash Flow Data — Financing Activities
|
August 25,
2017 |
August 26,
2016 |
|||||
Dividends paid
|
$
|
(30.9
|
)
|
|
$
|
(29.6
|
)
|
Common stock repurchases
|
(33.1
|
)
|
|
(32.5
|
)
|
||
Excess tax benefit from vesting of stock awards
|
—
|
|
|
(0.3
|
)
|
||
Repayments of debt
|
(1.3
|
)
|
|
(0.7
|
)
|
||
Net cash used in financing activities
|
$
|
(65.3
|
)
|
|
$
|
(63.1
|
)
|
Liquidity Facilities
|
August 25,
2017 |
||
Global committed bank facility
|
$
|
125.0
|
|
Various uncommitted lines
|
30.1
|
|
|
Total credit lines available
|
155.1
|
|
|
Less: Borrowings outstanding
|
—
|
|
|
Available capacity
|
$
|
155.1
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk:
|
Item 4.
|
Controls and Procedures:
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds:
|
Period
|
(a)
Total Number of
Shares Purchased
|
(b)
Average Price
Paid per Share
|
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1)
|
(d)
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plans
or Programs (1)
(in millions)
|
||||||
05/27/2017 - 06/30/2017
|
722,508
|
|
$
|
13.93
|
|
722,225
|
|
$
|
116.4
|
|
07/01/2017 - 07/28/2017
|
293,358
|
|
$
|
14.18
|
|
293,358
|
|
$
|
112.3
|
|
07/29/2017 - 08/25/2017
|
984,417
|
|
$
|
13.30
|
|
984,417
|
|
$
|
99.2
|
|
Total
|
2,000,283
|
|
(2)
|
2,000,000
|
|
|
|
(1)
|
In January 2016, the Board of Directors approved a share repurchase program permitting the repurchase of up to $150 of shares of our common stock. This program has no specific expiration date. On April 18, 2017, we entered into a stock repurchase agreement with a third party broker under which the broker was authorized to repurchase up to 4 million shares of our common stock on our behalf during the period from from April 18, 2017 through September 21, 2017. The agreement was established in accordance with Rule 10b5-1 of the Exchange Act. Shares purchased under the agreement are part of the Company's share repurchase program approved in January 2016.
|
(2)
|
283 of these shares were repurchased to satisfy participants’ tax withholding obligations upon the vesting of equity awards, pursuant to the terms of our Incentive Compensation Plan.
|
Item 6.
|
Exhibits:
|
STEELCASE INC.
|
|
By:
|
/s/ Mark T. Mossing
|
|
Mark T. Mossing
Corporate Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) |
Exhibit
No.
|
Description
|
|
|
10.1
|
|
10.2
|
|
10.3
|
|
31.1
|
|
31.2
|
|
32.1
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Schema Document
|
101.CAL
|
XBRL Calculation Linkbase Document
|
101.LAB
|
XBRL Labels Linkbase Document
|
101.PRE
|
XBRL Presentation Linkbase Document
|
101.DEF
|
XBRL Definition Linkbase Document
|
(1)
|
Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on July 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 10.2 to the Company’s Form 8-K, as filed with the Commission on July 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Steelcase Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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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
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ James P. Keane
|
Name:
|
|
James P. Keane
|
Title:
|
|
President and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Steelcase Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ David C. Sylvester
|
Name:
|
|
David C. Sylvester
|
Title:
|
|
Senior Vice President, Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ James P. Keane
|
|
Name:
|
James P. Keane
|
|
Title:
|
President and Chief Executive Officer
|
|
|
/s/ David C. Sylvester
|
|
Name:
|
David C. Sylvester
|
|
Title:
|
Senior Vice President, Chief Financial Officer
|
|