|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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
|
|
49508
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Class A Common Stock
|
SCS
|
New York Stock Exchange
|
|
|
|
Page No.
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Part I
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|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV
|
|
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Item 15.
|
||
Item 16.
|
||
Item 1.
|
Business:
|
•
|
Steelcase Health works with leading healthcare organizations to create places that deliver greater connection, empathy and well-being for everyone involved in the experience of health.
|
•
|
Steelcase Education works with leading educational institutions to create places that enhance the success and well-being 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 dealers and customers and new customers,
|
•
|
realizing the value from acquisitions and investing in new acquisitions and business ventures,
|
•
|
continuing our expansion into adjacent markets such as healthcare clinical spaces, classrooms, libraries and other educational settings and smaller companies,
|
•
|
growing our market share in markets such as China, India and central, eastern and southern Europe, the Middle East and Africa,
|
•
|
expanding our product categories to include additional architecture and technology product offerings and
|
•
|
developing and realizing growth from marketing partnerships 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 availability and quality of raw materials,
|
•
|
the financial solvency of our suppliers and their supply chains,
|
•
|
disruptions caused by labor activities and
|
•
|
damage or loss of production from accidents, natural disasters, severe weather events, global health issues, systems and equipment failures and other causes.
|
Item 1B.
|
Unresolved Staff Comments:
|
Item 2.
|
Properties:
|
Segment/Category Primarily Supported
|
Number of Principal
Locations
|
Owned
|
Leased
|
||||||
Americas
|
16
|
|
|
5
|
|
|
11
|
|
|
EMEA
|
6
|
|
|
5
|
|
|
1
|
|
|
Other category
|
2
|
|
|
—
|
|
|
2
|
|
|
Total
|
24
|
|
|
10
|
|
|
14
|
|
|
Item 3.
|
Legal Proceedings:
|
Item 4.
|
Mine Safety Disclosures:
|
Name
|
Age
|
Position
|
Guillaume M. Alvarez
|
60
|
Senior Vice President, EMEA
|
Sara E. Armbruster
|
49
|
Vice President, Strategy, Research and Digital Transformation
|
Donna K. Flynn
|
52
|
Vice President, Global Talent Management
|
Ulrich H. E. Gwinner
|
58
|
President, Asia Pacific
|
James P. Keane
|
60
|
President and Chief Executive Officer, Director
|
Robert G. Krestakos
|
58
|
Vice President, Global Operations
|
James N. Ludwig
|
56
|
Vice President, Global Design and Product Engineering
|
Lizbeth S. O’Shaughnessy
|
58
|
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
|
Eddy F. Schmitt
|
48
|
Senior Vice President, Americas
|
Allan W. Smith, Jr.
|
52
|
Vice President, Global Marketing
|
David C. Sylvester
|
55
|
Senior Vice President, Chief Financial Officer
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:
|
Item 6.
|
Selected Financial Data:
|
|
Year Ended
|
|||||||||||||||||||
Financial Highlights
|
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
February 24,
2017 |
February 26,
2016 |
|||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,723.7
|
|
|
$
|
3,443.2
|
|
|
$
|
3,055.5
|
|
|
$
|
3,032.4
|
|
|
$
|
3,060.0
|
|
|
Gross profit (1)
|
1,215.2
|
|
|
1,087.9
|
|
|
1,005.2
|
|
|
1,007.6
|
|
|
968.4
|
|
|
|||||
Operating income (1)
|
257.0
|
|
|
183.6
|
|
|
155.2
|
|
|
196.2
|
|
|
169.6
|
|
|
|||||
Income before income tax expense
|
245.2
|
|
|
163.9
|
|
|
161.5
|
|
|
196.3
|
|
|
174.8
|
|
|
|||||
Net income
|
199.7
|
|
|
126.0
|
|
|
80.7
|
|
|
124.6
|
|
|
170.3
|
|
|
|||||
Supplemental Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effective tax rate
|
18.6
|
%
|
|
23.1
|
%
|
|
50.0
|
%
|
|
36.5
|
%
|
|
2.6
|
%
|
|
|||||
Restructuring costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.1
|
)
|
|
$
|
(19.9
|
)
|
|
Capital expenditures
|
(73.4
|
)
|
|
(81.4
|
)
|
|
(87.9
|
)
|
|
(61.1
|
)
|
|
(93.4
|
)
|
|
|||||
Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
$
|
1.67
|
|
|
$
|
1.06
|
|
|
$
|
0.68
|
|
|
$
|
1.03
|
|
|
$
|
1.37
|
|
|
Diluted earnings per common share
|
$
|
1.66
|
|
|
$
|
1.05
|
|
|
$
|
0.68
|
|
|
$
|
1.03
|
|
|
$
|
1.36
|
|
|
Weighted average shares outstanding - basic
|
119.6
|
|
|
119.1
|
|
|
119.2
|
|
|
120.7
|
|
|
124.3
|
|
|
|||||
Weighted average shares outstanding - diluted
|
120.2
|
|
|
119.5
|
|
|
119.4
|
|
|
121.2
|
|
|
125.3
|
|
|
|||||
Dividends paid per common share
|
$
|
0.58
|
|
|
$
|
0.54
|
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.45
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
541.0
|
|
|
$
|
261.3
|
|
|
$
|
283.1
|
|
|
$
|
197.1
|
|
|
$
|
181.9
|
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
73.4
|
|
|
84.1
|
|
|
|||||
COLI
|
160.0
|
|
|
156.1
|
|
|
172.2
|
|
|
168.8
|
|
|
160.4
|
|
|
|||||
Working capital (2)
|
497.9
|
|
|
353.4
|
|
|
299.2
|
|
|
295.8
|
|
|
266.4
|
|
|
|||||
Total assets
|
2,565.4
|
|
|
2,142.4
|
|
|
1,859.2
|
|
|
1,792.0
|
|
|
1,808.6
|
|
|
|||||
Total debt
|
484.3
|
|
|
487.0
|
|
|
295.0
|
|
|
297.4
|
|
|
299.1
|
|
|
|||||
Total liabilities
|
1,595.0
|
|
|
1,292.6
|
|
|
1,045.9
|
|
|
1,025.5
|
|
|
1,071.7
|
|
|
|||||
Total shareholders’ equity
|
970.4
|
|
|
849.8
|
|
|
813.3
|
|
|
766.5
|
|
|
736.9
|
|
|
|||||
Statement of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
360.8
|
|
|
$
|
131.2
|
|
|
$
|
227.0
|
|
|
$
|
170.7
|
|
|
$
|
186.4
|
|
|
Investing activities
|
4.5
|
|
|
(271.6
|
)
|
|
(47.5
|
)
|
|
(48.4
|
)
|
|
(87.8
|
)
|
|
|||||
Financing activities
|
(81.9
|
)
|
|
122.3
|
|
|
(97.5
|
)
|
|
(105.9
|
)
|
|
(90.1
|
)
|
|
(1)
|
Reflects the reclassification of net expenses from Cost of sales and Operating expenses to Other income, net of $0.8, $4.0, and $5.0 for the years ended February 23, 2018, February 24, 2017, and February 26, 2016, respectively, as a result of our adoption of Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits (Topic 715), which was issued by the Financial Accounting Standards Board in March 2017.
|
(2)
|
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 28,
2020 |
|
February 22,
2019 |
|
February 23,
2018 |
|
||||||||||||||||
Revenue
|
$
|
3,723.7
|
|
|
100.0
|
%
|
|
$
|
3,443.2
|
|
|
100.0
|
%
|
|
$
|
3,055.5
|
|
|
100.0
|
%
|
|
Cost of sales
|
2,508.5
|
|
|
67.4
|
|
|
2,355.3
|
|
|
68.4
|
|
|
2,050.3
|
|
|
67.1
|
|
|
|||
Gross profit
|
1,215.2
|
|
|
32.6
|
|
|
1,087.9
|
|
|
31.6
|
|
|
1,005.2
|
|
|
32.9
|
|
|
|||
Operating expenses
|
958.2
|
|
|
25.7
|
|
|
904.3
|
|
|
26.3
|
|
|
850.0
|
|
|
27.8
|
|
|
|||
Operating income
|
257.0
|
|
|
6.9
|
|
|
183.6
|
|
|
5.3
|
|
|
155.2
|
|
|
5.1
|
|
|
|||
Interest expense
|
(27.3
|
)
|
|
(0.7
|
)
|
|
(37.5
|
)
|
|
(1.0
|
)
|
|
(17.5
|
)
|
|
(0.6
|
)
|
|
|||
Investment income
|
5.4
|
|
|
0.1
|
|
|
2.9
|
|
|
0.1
|
|
|
1.5
|
|
|
—
|
|
|
|||
Other income, net
|
10.1
|
|
|
0.3
|
|
|
14.9
|
|
|
0.4
|
|
|
22.3
|
|
|
0.8
|
|
|
|||
Income before income tax expense
|
245.2
|
|
|
6.6
|
|
|
163.9
|
|
|
4.8
|
|
|
161.5
|
|
|
5.3
|
|
|
|||
Income tax expense (benefit)
|
45.5
|
|
|
1.2
|
|
|
37.9
|
|
|
1.1
|
|
|
80.8
|
|
|
2.7
|
|
|
|||
Net income
|
$
|
199.7
|
|
|
5.4
|
%
|
|
$
|
126.0
|
|
|
3.7
|
%
|
|
$
|
80.7
|
|
|
2.6
|
%
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
1.67
|
|
|
|
|
$
|
1.06
|
|
|
|
|
$
|
0.68
|
|
|
|
|
|||
Diluted
|
$
|
1.66
|
|
|
|
|
$
|
1.05
|
|
|
|
|
$
|
0.68
|
|
|
|
|
Organic Revenue Growth—Consolidated
|
Year Ended
|
|||||||
February 28,
2020 |
February 22,
2019 |
|||||||
Prior year revenue
|
$
|
3,443.2
|
|
|
$
|
3,055.5
|
|
|
Acquisitions
|
88.6
|
|
|
121.5
|
|
|
||
Divestitures
|
(0.9
|
)
|
|
(17.1
|
)
|
|
||
Currency translation effects*
|
(34.8
|
)
|
|
(2.7
|
)
|
|
||
Prior year revenue, adjusted
|
3,496.1
|
|
|
3,157.2
|
|
|
||
Current year revenue
|
3,723.7
|
|
|
3,443.2
|
|
|
||
Impact of additional week**
|
(48.4
|
)
|
|
—
|
|
|
||
Current year revenue, adjusted
|
3,675.3
|
|
|
3,443.2
|
|
|
||
Organic growth $
|
$
|
179.2
|
|
|
$
|
286.0
|
|
|
Organic growth %
|
5
|
%
|
|
9
|
%
|
|
•
|
$28.6 of higher spending from acquisitions,
|
•
|
$20.7 of higher variable compensation expense ($9.1 of which related to the sale of PolyVision),
|
•
|
approximately $12 of higher investments in product development, sales, marketing and information technology,
|
•
|
$10.4 related to the additional week in the current year, and
|
•
|
a $21.0 gain from the sale of PolyVision.
|
Interest Expense, Investment Income and Other Income, Net
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Interest expense
|
$
|
(27.3
|
)
|
|
$
|
(37.5
|
)
|
|
$
|
(17.5
|
)
|
|
Investment income
|
5.4
|
|
|
2.9
|
|
|
1.5
|
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Equity in income of unconsolidated affiliates
|
12.3
|
|
|
13.7
|
|
|
12.8
|
|
|
|||
Foreign exchange gain (loss)
|
0.3
|
|
|
0.3
|
|
|
(4.8
|
)
|
|
|||
Net periodic pension and post-retirement credit, excluding service cost
|
0.9
|
|
|
3.7
|
|
|
0.8
|
|
|
|||
Miscellaneous income (expense), net
|
(3.4
|
)
|
|
(2.8
|
)
|
|
13.5
|
|
|
|||
Total other income, net
|
10.1
|
|
|
14.9
|
|
|
22.3
|
|
|
|||
Total interest expense, investment income and other income, net
|
$
|
(11.8
|
)
|
|
$
|
(19.7
|
)
|
|
$
|
6.3
|
|
|
Statement of Operations Data—
Americas
|
Year Ended
|
||||||||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||||||||||||
Revenue
|
$
|
2,672.9
|
|
|
100.0
|
%
|
|
$
|
2,470.2
|
|
|
100.0
|
%
|
|
$
|
2,193.8
|
|
|
100.0
|
%
|
|
Cost of sales
|
1,789.1
|
|
|
66.9
|
|
|
1,673.5
|
|
|
67.7
|
|
|
1,450.8
|
|
|
66.1
|
|
|
|||
Gross profit
|
883.8
|
|
|
33.1
|
|
|
796.7
|
|
|
32.3
|
|
|
743.0
|
|
|
33.9
|
|
|
|||
Operating expenses
|
643.8
|
|
|
24.1
|
|
|
586.8
|
|
|
23.8
|
|
|
561.6
|
|
|
25.6
|
|
|
|||
Operating income
|
$
|
240.0
|
|
|
9.0
|
%
|
|
$
|
209.9
|
|
|
8.5
|
%
|
|
$
|
181.4
|
|
|
8.3
|
%
|
|
Organic Revenue Growth — Americas
|
Year Ended
|
|||||||
February 28,
2020 |
February 22,
2019 |
|||||||
Prior year revenue
|
$
|
2,470.2
|
|
|
$
|
2,193.8
|
|
|
Acquisitions
|
43.6
|
|
|
84.4
|
|
|
||
Divestiture
|
—
|
|
|
(13.6
|
)
|
|
||
Currency translation effects*
|
(1.8
|
)
|
|
(2.3
|
)
|
|
||
Prior year revenue, adjusted
|
2,512.0
|
|
|
2,262.3
|
|
|
||
Current year revenue
|
$
|
2,672.9
|
|
|
2,470.2
|
|
|
|
Impact of additional week**
|
(42.7
|
)
|
|
—
|
|
|
||
Current year revenue, adjusted
|
2,630.2
|
|
|
2,470.2
|
|
|
||
Organic growth $
|
$
|
118.2
|
|
|
$
|
207.9
|
|
|
Organic growth %
|
5
|
%
|
|
9
|
%
|
|
•
|
approximately $57 of pricing benefits and approximately $17 of lower commodity costs, compared to significant inflation in the prior year,
|
•
|
higher absorption of fixed costs,
|
•
|
unfavorable shifts in business mix, and
|
•
|
$10.0 of higher variable compensation expense (including $3.5 related to the sale of PolyVision).
|
•
|
$15.3 of higher variable compensation expense (including $6.8 related to the sale of PolyVision),
|
•
|
approximately $13 of higher investments in product development, sales, marketing and information technology,
|
•
|
$12.0 from acquisitions,
|
•
|
a $7.5 gain on the sale of property in the prior year, and
|
•
|
$7.2 related to the additional week in the current year.
|
Statement of Operations Data — EMEA
|
Year Ended
|
||||||||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||||||||||||
Revenue
|
$
|
669.6
|
|
|
100.0
|
%
|
|
$
|
617.0
|
|
|
100.0
|
%
|
|
$
|
524.2
|
|
|
100.0
|
%
|
|
Cost of sales
|
473.2
|
|
|
70.7
|
|
|
448.7
|
|
|
72.7
|
|
|
381.9
|
|
|
72.9
|
|
|
|||
Gross profit
|
196.4
|
|
|
29.3
|
|
|
168.3
|
|
|
27.3
|
|
|
142.3
|
|
|
27.1
|
|
|
|||
Operating expenses
|
186.5
|
|
|
27.8
|
|
|
175.2
|
|
|
28.4
|
|
|
156.3
|
|
|
29.8
|
|
|
|||
Operating income (loss)
|
$
|
9.9
|
|
|
1.5
|
%
|
|
$
|
(6.9
|
)
|
|
(1.1
|
)%
|
|
$
|
(14.0
|
)
|
|
(2.7
|
)%
|
|
Organic Revenue Growth — EMEA
|
Year Ended
|
|||||||
February 28,
2020 |
February 22,
2019 |
|||||||
Prior year revenue
|
$
|
617.0
|
|
|
$
|
524.2
|
|
|
Acquisition
|
45.0
|
|
|
37.1
|
|
|
||
Divestitures
|
(0.9
|
)
|
|
(3.5
|
)
|
|
||
Currency translation effects*
|
(28.5
|
)
|
|
2.4
|
|
|
||
Prior year revenue, adjusted
|
632.6
|
|
|
560.2
|
|
|
||
Current year revenue
|
669.6
|
|
|
617.0
|
|
|
||
Impact of additional week**
|
—
|
|
|
—
|
|
|
||
Current year revenue, adjusted
|
669.6
|
|
|
617.0
|
|
|
||
Organic growth $
|
$
|
37.0
|
|
|
$
|
56.8
|
|
|
Organic growth %
|
6
|
%
|
|
10
|
%
|
|
Statement of Operations Data — Other
|
Year Ended
|
||||||||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||||||||||||
Revenue
|
$
|
381.2
|
|
|
100.0
|
%
|
|
$
|
356.0
|
|
|
100.0
|
%
|
|
$
|
337.5
|
|
|
100.0
|
%
|
|
Cost of sales
|
246.2
|
|
|
64.6
|
|
|
233.1
|
|
|
65.5
|
|
|
217.6
|
|
|
64.5
|
|
|
|||
Gross profit
|
135.0
|
|
|
35.4
|
|
|
122.9
|
|
|
34.5
|
|
|
119.9
|
|
|
35.5
|
|
|
|||
Operating expenses
|
95.6
|
|
|
25.1
|
|
|
108.6
|
|
|
30.5
|
|
|
98.5
|
|
|
29.2
|
|
|
|||
Operating income
|
$
|
39.4
|
|
|
10.3
|
%
|
|
$
|
14.3
|
|
|
4.0
|
%
|
|
$
|
21.4
|
|
|
6.3
|
%
|
|
Organic Revenue Growth — Other
|
Year Ended
|
|||||||
February 28,
2020 |
February 22,
2019 |
|||||||
Prior year revenue
|
$
|
356.0
|
|
|
$
|
337.5
|
|
|
Divestitures
|
—
|
|
|
—
|
|
|
||
Currency translation effects*
|
(4.5
|
)
|
|
(2.8
|
)
|
|
||
Prior year revenue, adjusted
|
351.5
|
|
|
334.7
|
|
|
||
Current year revenue
|
381.2
|
|
|
356.0
|
|
|
||
Impact of additional week**
|
(5.7
|
)
|
|
—
|
|
|
||
Current year revenue, adjusted
|
375.5
|
|
|
356.0
|
|
|
||
Organic growth $
|
$
|
24.0
|
|
|
$
|
21.3
|
|
|
Organic growth %
|
7
|
%
|
|
6
|
%
|
|
Statement of Operations Data — Corporate
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Operating expenses
|
$
|
32.3
|
|
|
$
|
33.7
|
|
|
$
|
33.6
|
|
|
Liquidity Sources
|
February 28,
2020 |
February 22,
2019 |
||||||
Cash and cash equivalents
|
$
|
541.0
|
|
|
$
|
261.3
|
|
|
Company-owned life insurance
|
160.0
|
|
|
156.1
|
|
|
||
Availability under credit facilities
|
273.3
|
|
|
227.9
|
|
|
||
Total liquidity
|
$
|
974.3
|
|
|
$
|
645.3
|
|
|
Cash Flow Data
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
$
|
360.8
|
|
|
$
|
131.2
|
|
|
$
|
227.0
|
|
|
Investing activities
|
4.5
|
|
|
(271.6
|
)
|
|
(47.5
|
)
|
|
|||
Financing activities
|
(81.9
|
)
|
|
122.3
|
|
|
(97.5
|
)
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.1
|
)
|
|
(2.7
|
)
|
|
4.0
|
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
282.3
|
|
|
(20.8
|
)
|
|
86.0
|
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
264.8
|
|
|
285.6
|
|
|
199.6
|
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
547.1
|
|
|
$
|
264.8
|
|
|
$
|
285.6
|
|
|
Cash Flow Data—Operating Activities
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Net income
|
$
|
199.7
|
|
|
$
|
126.0
|
|
|
$
|
80.7
|
|
|
Depreciation and amortization
|
85.6
|
|
|
81.6
|
|
|
65.9
|
|
|
|||
Deferred income taxes
|
12.1
|
|
|
(0.8
|
)
|
|
52.9
|
|
|
|||
Changes in accounts receivable, inventories and accounts payable
|
11.8
|
|
|
(81.9
|
)
|
|
9.3
|
|
|
|||
Changes in employee compensation liabilities
|
36.7
|
|
|
21.1
|
|
|
(13.8
|
)
|
|
|||
Other
|
14.9
|
|
|
(14.8
|
)
|
|
32.0
|
|
|
|||
Net cash provided by operating activities
|
$
|
360.8
|
|
|
$
|
131.2
|
|
|
$
|
227.0
|
|
|
Cash Flow Data—Investing Activities
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Capital expenditures
|
$
|
(73.4
|
)
|
|
$
|
(81.4
|
)
|
|
$
|
(87.9
|
)
|
|
Changes in investments, net
|
2.2
|
|
|
—
|
|
|
73.5
|
|
|
|||
Acquisitions, net of cash acquired
|
(3.7
|
)
|
|
(226.2
|
)
|
|
(68.3
|
)
|
|
|||
Proceeds from business divestitures, net of costs to sell
|
72.6
|
|
|
(0.3
|
)
|
|
4.1
|
|
|
|||
Other
|
6.8
|
|
|
36.3
|
|
|
31.1
|
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
4.5
|
|
|
$
|
(271.6
|
)
|
|
$
|
(47.5
|
)
|
|
Cash Flow Data—Financing Activities
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Dividends paid
|
$
|
(69.1
|
)
|
|
$
|
(64.3
|
)
|
|
$
|
(61.0
|
)
|
|
Common stock repurchases
|
(8.7
|
)
|
|
(4.2
|
)
|
|
(33.8
|
)
|
|
|||
Repayments of long-term debt
|
(2.9
|
)
|
|
(252.7
|
)
|
|
(2.7
|
)
|
|
|||
Borrowing of long-term debt
|
—
|
|
|
450.0
|
|
|
—
|
|
|
|||
Debt issuance costs
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
|||
Other
|
(1.2
|
)
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
|
Net cash provided by (used in) financing activities
|
$
|
(81.9
|
)
|
|
$
|
122.3
|
|
|
$
|
(97.5
|
)
|
|
Contractual Obligations
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Less than
1 Year
|
1-3
Years
|
3-5
Years
|
More than
5 Years
|
||||||||||||||||
Long-term debt and short-term borrowings
|
$
|
484.3
|
|
|
$
|
2.9
|
|
|
$
|
5.8
|
|
|
$
|
31.9
|
|
|
$
|
443.7
|
|
|
Estimated interest on debt obligations
|
209.2
|
|
|
24.2
|
|
|
48.1
|
|
|
46.3
|
|
|
90.6
|
|
|
|||||
Operating leases
|
296.7
|
|
|
50.6
|
|
|
88.0
|
|
|
68.3
|
|
|
89.8
|
|
|
|||||
Committed capital expenditures
|
29.8
|
|
|
29.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Purchase obligations
|
35.9
|
|
|
23.8
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
|||||
Other liabilities
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Employee benefit and compensation obligations
|
305.1
|
|
|
170.2
|
|
|
39.5
|
|
|
22.2
|
|
|
73.2
|
|
|
|||||
Total
|
$
|
1,361.5
|
|
|
$
|
302.0
|
|
|
$
|
193.5
|
|
|
$
|
168.7
|
|
|
$
|
697.3
|
|
|
Liquidity Facilities
|
February 28,
2020 |
||
Global committed bank facility
|
$
|
250.0
|
|
Various uncommitted lines
|
23.3
|
|
|
Total credit lines available
|
273.3
|
|
|
Less: borrowings outstanding
|
(0.2
|
)
|
|
Available capacity
|
$
|
273.1
|
|
Reportable Segment
|
Goodwill
|
|||
Americas
|
$
|
204.4
|
|
|
EMEA
|
18.5
|
|
|
|
Other category
|
10.7
|
|
|
|
Total
|
$
|
233.6
|
|
|
|
Defined Benefit
Pension Plans
|
Post-Retirement
Plans
|
||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 28,
2020 |
February 22,
2019 |
|||||||||||||
Fair value of plan assets
|
$
|
31.3
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Benefit plan obligations
|
82.5
|
|
|
76.2
|
|
|
44.3
|
|
|
40.7
|
|
|
||||
Funded status
|
$
|
(51.2
|
)
|
|
$
|
(46.2
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(40.7
|
)
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk:
|
Item 8.
|
Financial Statements and Supplementary Data:
|
/s/ Deloitte & Touche LLP
|
|
|
|
Grand Rapids, Michigan
|
|
April 27, 2020
|
|
/s/ Deloitte & Touche LLP
|
|
|
|
Grand Rapids, Michigan
|
|
April 27, 2020
|
|
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Revenue
|
$
|
3,723.7
|
|
|
$
|
3,443.2
|
|
|
$
|
3,055.5
|
|
|
Cost of sales
|
2,508.5
|
|
|
2,355.3
|
|
|
2,050.3
|
|
|
|||
Gross profit
|
1,215.2
|
|
|
1,087.9
|
|
|
1,005.2
|
|
|
|||
Operating expenses
|
958.2
|
|
|
904.3
|
|
|
850.0
|
|
|
|||
Operating income
|
257.0
|
|
|
183.6
|
|
|
155.2
|
|
|
|||
Interest expense
|
(27.3
|
)
|
|
(37.5
|
)
|
|
(17.5
|
)
|
|
|||
Investment income
|
5.4
|
|
|
2.9
|
|
|
1.5
|
|
|
|||
Other income, net
|
10.1
|
|
|
14.9
|
|
|
22.3
|
|
|
|||
Income before income tax expense
|
245.2
|
|
|
163.9
|
|
|
161.5
|
|
|
|||
Income tax expense
|
45.5
|
|
|
37.9
|
|
|
80.8
|
|
|
|||
Net income
|
$
|
199.7
|
|
|
$
|
126.0
|
|
|
$
|
80.7
|
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.67
|
|
|
$
|
1.06
|
|
|
$
|
0.68
|
|
|
Diluted
|
$
|
1.66
|
|
|
$
|
1.05
|
|
|
$
|
0.68
|
|
|
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Net income
|
$
|
199.7
|
|
|
$
|
126.0
|
|
|
$
|
80.7
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), gross:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
(0.1
|
)
|
|
0.4
|
|
|
—
|
|
|
|||
Pension and other post-retirement liability adjustments
|
(16.9
|
)
|
|
(6.6
|
)
|
|
1.1
|
|
|
|||
Derivative adjustments
|
1.3
|
|
|
(12.9
|
)
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
(10.1
|
)
|
|
(22.7
|
)
|
|
38.6
|
|
|
|||
Total other comprehensive income (loss), gross
|
(25.8
|
)
|
|
(41.8
|
)
|
|
39.7
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss), tax (expense) benefit:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
|||
Pension and other post-retirement liability adjustments
|
4.1
|
|
|
1.6
|
|
|
0.6
|
|
|
|||
Derivative adjustments
|
(0.3
|
)
|
|
3.3
|
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Total other comprehensive income, tax benefit
|
3.8
|
|
|
4.8
|
|
|
0.6
|
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
|||
Pension and other post-retirement liability adjustments
|
(12.8
|
)
|
|
(5.0
|
)
|
|
1.7
|
|
|
|||
Derivative adjustments
|
1.0
|
|
|
(9.6
|
)
|
|
—
|
|
|
|||
Foreign currency translation adjustments
|
(10.1
|
)
|
|
(22.7
|
)
|
|
38.6
|
|
|
|||
Total other comprehensive income (loss), net
|
(22.0
|
)
|
|
(37.0
|
)
|
|
40.3
|
|
|
|||
Comprehensive income
|
$
|
177.7
|
|
|
$
|
89.0
|
|
|
$
|
121.0
|
|
|
|
February 28,
2020 |
February 22,
2019 |
||||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
541.0
|
|
|
$
|
261.3
|
|
|
Accounts receivable, net of allowances of $9.4 and $8.7
|
372.4
|
|
|
390.3
|
|
|
||
Inventories
|
215.0
|
|
|
224.8
|
|
|
||
Prepaid expenses
|
21.6
|
|
|
19.5
|
|
|
||
Other current assets
|
38.8
|
|
|
52.7
|
|
|
||
Total current assets
|
1,188.8
|
|
|
948.6
|
|
|
||
Property, plant and equipment, net of accumulated depreciation of $977.7 and $1,009.3
|
426.3
|
|
|
455.5
|
|
|
||
Company-owned life insurance ("COLI")
|
160.0
|
|
|
156.1
|
|
|
||
Deferred income taxes
|
124.6
|
|
|
135.8
|
|
|
||
Goodwill
|
233.6
|
|
|
240.8
|
|
|
||
Other intangible assets, net of accumulated amortization of $56.7 and $55.8
|
102.9
|
|
|
119.3
|
|
|
||
Investments in unconsolidated affiliates
|
52.3
|
|
|
56.9
|
|
|
||
Right-of-use operating lease assets
|
237.9
|
|
|
—
|
|
|
||
Other assets
|
39.0
|
|
|
29.4
|
|
|
||
Total assets
|
$
|
2,565.4
|
|
|
$
|
2,142.4
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|||||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
244.3
|
|
|
$
|
241.2
|
|
|
Short-term borrowings and current portion of long-term debt
|
2.9
|
|
|
4.1
|
|
|
||
Current operating lease obligations
|
43.1
|
|
|
—
|
|
|
||
Accrued expenses:
|
|
|
|
|
||||
Employee compensation
|
191.7
|
|
|
168.1
|
|
|
||
Employee benefit plan obligations
|
44.7
|
|
|
37.1
|
|
|
||
Accrued promotions
|
35.3
|
|
|
27.7
|
|
|
||
Customer deposits
|
28.6
|
|
|
20.0
|
|
|
||
Other
|
100.3
|
|
|
97.0
|
|
|
||
Total current liabilities
|
690.9
|
|
|
595.2
|
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt less current maturities
|
481.4
|
|
|
482.9
|
|
|
||
Employee benefit plan obligations
|
148.3
|
|
|
141.6
|
|
|
||
Long-term operating lease obligations
|
214.0
|
|
|
—
|
|
|
||
Other long-term liabilities
|
60.4
|
|
|
72.9
|
|
|
||
Total long-term liabilities
|
904.1
|
|
|
697.4
|
|
|
||
Total liabilities
|
1,595.0
|
|
|
1,292.6
|
|
|
||
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, 89,589,111 and 87,594,913 issued and outstanding
|
—
|
|
|
—
|
|
|
||
Class B common stock-no par value, convertible into Class A common stock on a one-for-one basis; 475,000,000 shares authorized, 27,612,889 and 29,171,697 issued and outstanding
|
—
|
|
|
—
|
|
|
||
Additional paid-in capital
|
28.4
|
|
|
16.4
|
|
|
||
Accumulated other comprehensive income (loss)
|
(69.3
|
)
|
|
(47.3
|
)
|
|
||
Retained earnings
|
1,011.3
|
|
|
880.7
|
|
|
||
Total shareholders’ equity
|
970.4
|
|
|
849.8
|
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,565.4
|
|
|
$
|
2,142.4
|
|
|
|
Year Ended
|
|||||||||||
|
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||
Changes in common shares outstanding:
|
|
|
|
|
|
|
||||||
Common shares outstanding, beginning of period
|
116,766,610
|
|
|
116,157,443
|
|
|
117,323,347
|
|
|
|||
Common stock issuances
|
41,941
|
|
|
53,029
|
|
|
50,445
|
|
|
|||
Common stock repurchases
|
(524,379
|
)
|
|
(287,328
|
)
|
|
(2,410,671
|
)
|
|
|||
Performance units issued as common stock
|
—
|
|
|
209,353
|
|
|
346,744
|
|
|
|||
Restricted units issued as common stock
|
917,828
|
|
|
634,113
|
|
|
847,578
|
|
|
|||
Common shares outstanding, end of period
|
117,202,000
|
|
|
116,766,610
|
|
|
116,157,443
|
|
|
|||
|
|
|
|
|
|
|
||||||
Changes in paid-in capital (1):
|
|
|
|
|
|
|
||||||
Paid-in capital, beginning of period
|
$
|
16.4
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
Common stock issuances
|
0.7
|
|
|
0.8
|
|
|
0.7
|
|
|
|||
Common stock repurchases
|
(8.7
|
)
|
|
(4.2
|
)
|
|
(16.0
|
)
|
|
|||
Performance units and restricted stock units expense
|
16.0
|
|
|
16.9
|
|
|
18.4
|
|
|
|||
Other
|
4.0
|
|
|
(1.7
|
)
|
|
1.5
|
|
|
|||
Paid-in capital, end of period
|
28.4
|
|
|
16.4
|
|
|
4.6
|
|
|
|||
|
|
|
|
|
|
|
||||||
Changes in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive income (loss), beginning of period
|
(47.3
|
)
|
|
(10.3
|
)
|
|
(50.6
|
)
|
|
|||
Other comprehensive income (loss)
|
(22.0
|
)
|
|
(37.0
|
)
|
|
40.3
|
|
|
|||
Accumulated other comprehensive income (loss), end of period
|
(69.3
|
)
|
|
(47.3
|
)
|
|
(10.3
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Changes in retained earnings:
|
|
|
|
|
|
|
||||||
Retained earnings, beginning of period
|
880.7
|
|
|
819.0
|
|
|
817.1
|
|
|
|||
Net income
|
199.7
|
|
|
126.0
|
|
|
80.7
|
|
|
|||
Dividends paid
|
(69.1
|
)
|
|
(64.3
|
)
|
|
(61.0
|
)
|
|
|||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
|||
Retained earnings, end of period
|
1,011.3
|
|
|
880.7
|
|
|
819.0
|
|
|
|||
Total shareholders' equity
|
$
|
970.4
|
|
|
$
|
849.8
|
|
|
$
|
813.3
|
|
|
(1)
|
Shares of our Class A and Class B common stock have no par value; thus, there are no balances for common stock.
|
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
$
|
199.7
|
|
|
$
|
126.0
|
|
|
$
|
80.7
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
85.6
|
|
|
81.6
|
|
|
65.9
|
|
|
|||
(Gain)/loss on business divestitures
|
(19.6
|
)
|
|
0.4
|
|
|
(0.4
|
)
|
|
|||
Gains related to sales of investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
|
|||
Deferred income taxes
|
12.1
|
|
|
(0.8
|
)
|
|
52.9
|
|
|
|||
Non-cash stock compensation
|
16.7
|
|
|
17.7
|
|
|
19.1
|
|
|
|||
Equity in income of unconsolidated affiliates
|
(12.2
|
)
|
|
(13.7
|
)
|
|
(12.8
|
)
|
|
|||
Dividends received from unconsolidated affiliates
|
12.5
|
|
|
9.1
|
|
|
10.3
|
|
|
|||
Loss on derivative instruments
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
|||
Other
|
(0.2
|
)
|
|
(12.9
|
)
|
|
(9.1
|
)
|
|
|||
Changes in operating assets and liabilities, net of acquisitions and divestitures
|
|
|
|
|
|
|
||||||
Accounts receivable
|
7.2
|
|
|
(66.4
|
)
|
|
18.5
|
|
|
|||
Inventories
|
(6.2
|
)
|
|
(24.0
|
)
|
|
(8.5
|
)
|
|
|||
Long-term income taxes receivable
|
(7.8
|
)
|
|
—
|
|
|
18.7
|
|
|
|||
Other assets
|
5.9
|
|
|
10.2
|
|
|
4.5
|
|
|
|||
Accounts payable
|
10.8
|
|
|
8.5
|
|
|
(0.7
|
)
|
|
|||
Employee compensation liabilities
|
36.7
|
|
|
21.1
|
|
|
(13.8
|
)
|
|
|||
Accrued expenses and other liabilities
|
19.6
|
|
|
(12.6
|
)
|
|
16.1
|
|
|
|||
Net cash provided by operating activities
|
360.8
|
|
|
131.2
|
|
|
227.0
|
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(73.4
|
)
|
|
(81.4
|
)
|
|
(87.9
|
)
|
|
|||
Proceeds from disposal of fixed assets
|
1.8
|
|
|
20.5
|
|
|
7.9
|
|
|
|||
Purchases of investments
|
—
|
|
|
—
|
|
|
(52.1
|
)
|
|
|||
Liquidations of investments
|
2.2
|
|
|
—
|
|
|
125.6
|
|
|
|||
Proceeds related to sales of investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
19.0
|
|
|
|||
Proceeds from COLI policies
|
4.2
|
|
|
22.1
|
|
|
4.2
|
|
|
|||
Proceeds from business divestitures, net of costs to sell
|
72.6
|
|
|
(0.3
|
)
|
|
4.1
|
|
|
|||
Acquisitions, net of cash acquired
|
(3.7
|
)
|
|
(226.2
|
)
|
|
(68.3
|
)
|
|
|||
Other
|
0.8
|
|
|
(6.3
|
)
|
|
—
|
|
|
|||
Net cash provided by (used in) investing activities
|
4.5
|
|
|
(271.6
|
)
|
|
(47.5
|
)
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Dividends paid
|
(69.1
|
)
|
|
(64.3
|
)
|
|
(61.0
|
)
|
|
|||
Common stock repurchases
|
(8.7
|
)
|
|
(4.2
|
)
|
|
(33.8
|
)
|
|
|||
Borrowings on lines of credit
|
—
|
|
|
323.1
|
|
|
—
|
|
|
|||
Repayments on lines of credit
|
—
|
|
|
(323.1
|
)
|
|
—
|
|
|
|||
Borrowing of long-term debt
|
—
|
|
|
450.0
|
|
|
—
|
|
|
|||
Repayments of long-term debt
|
(2.9
|
)
|
|
(252.7
|
)
|
|
(2.7
|
)
|
|
|||
Debt issuance costs
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
|||
Other
|
(1.2
|
)
|
|
1.0
|
|
|
—
|
|
|
|||
Net cash provided by (used in) financing activities
|
(81.9
|
)
|
|
122.3
|
|
|
(97.5
|
)
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.1
|
)
|
|
(2.7
|
)
|
|
4.0
|
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
282.3
|
|
|
(20.8
|
)
|
|
86.0
|
|
|
|||
Cash and cash equivalents and restricted cash, beginning of period (1)
|
264.8
|
|
|
285.6
|
|
|
199.6
|
|
|
|||
Cash and cash equivalents and restricted cash, end of period (2)
|
$
|
547.1
|
|
|
$
|
264.8
|
|
|
$
|
285.6
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||||||
Income taxes paid, net of refunds received
|
$
|
26.7
|
|
|
$
|
36.2
|
|
|
$
|
4.8
|
|
|
Interest paid, net of amounts capitalized
|
$
|
24.5
|
|
|
$
|
34.5
|
|
|
$
|
17.0
|
|
|
(1)
|
These amounts include restricted cash of $3.5, $2.5 and $2.5 as of February 22, 2019, February 23, 2018 and February 24, 2017, respectively.
|
(2)
|
These amounts include restricted cash of $6.1, $3.5 and $2.5 as of February 28, 2020, February 22, 2019 and February 23, 2018, respectively.
|
1.
|
NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Net Reserve for Estimated Domestic Workers' Compensation Claims
|
Year Ended
|
|||||||
February 28, 2020
|
February 22, 2019
|
|||||||
Assets:
|
|
|
|
|
||||
Long-term - Other assets
|
$
|
4.2
|
|
|
$
|
4.1
|
|
|
Liabilities:
|
|
|
|
|
||||
Current - Accrued expenses - other
|
2.7
|
|
|
3.0
|
|
|
||
Long-term - Other long-term liabilities
|
11.6
|
|
|
12.7
|
|
|
||
|
14.3
|
|
|
15.7
|
|
|
||
Net reserve
|
$
|
10.1
|
|
|
$
|
11.6
|
|
|
Net Reserve for Estimated Product Liability Claims
|
Year Ended
|
|||||||
February 28, 2020
|
February 22, 2019
|
|||||||
Assets:
|
|
|
|
|
||||
Long-term - Other long-term assets
|
$
|
1.3
|
|
|
$
|
1.5
|
|
|
Liabilities:
|
|
|
|
|
||||
Current - Accrued expenses - other
|
0.6
|
|
|
0.8
|
|
|
||
Long-term - Other long-term liabilities
|
3.5
|
|
|
4.0
|
|
|
||
|
4.1
|
|
|
4.8
|
|
|
||
Net reserve
|
$
|
2.8
|
|
|
$
|
3.3
|
|
|
Roll-Forward of Accrued
Liability for Product Warranties |
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Balance as of beginning of period
|
$
|
31.0
|
|
|
$
|
36.8
|
|
|
$
|
41.3
|
|
|
Accruals related to product warranties, recalls and retrofits
|
8.1
|
|
|
6.1
|
|
|
10.6
|
|
|
|||
Reductions for settlements
|
(12.3
|
)
|
|
(11.6
|
)
|
|
(15.8
|
)
|
|
|||
Currency translation adjustments
|
(0.1
|
)
|
|
(0.3
|
)
|
|
0.7
|
|
|
|||
Balance as of end of period
|
$
|
26.7
|
|
|
$
|
31.0
|
|
|
$
|
36.8
|
|
|
Environmental Contingencies
|
Year Ended
|
|||||||
February 28, 2020
|
February 22, 2019
|
|||||||
Current:
|
|
|
|
|
||||
Accrued expenses - other
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
Long-term:
|
|
|
|
|
||||
Other long-term liabilities
|
1.9
|
|
|
2.4
|
|
|
||
Total environmental contingencies (discounted)
|
$
|
2.9
|
|
|
$
|
3.1
|
|
|
Consolidated Balance Sheets
|
February 28,
2020 |
February 22,
2019 |
||||||
Other current assets
|
$
|
1.2
|
|
|
$
|
3.9
|
|
|
Accrued expenses
|
(0.5
|
)
|
|
(0.5
|
)
|
|
||
Total net fair value of foreign exchange forward contracts (1)
|
$
|
0.7
|
|
|
$
|
3.4
|
|
|
(1)
|
The notional amounts of the outstanding foreign exchange forward contracts were $117.6 as of February 28, 2020 and $124.6 as of February 22, 2019.
|
Gain (Loss) Recognized in Consolidated Statements of Income
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Cost of sales
|
$
|
1.8
|
|
|
$
|
1.5
|
|
|
$
|
2.8
|
|
|
Operating expenses
|
0.5
|
|
|
0.3
|
|
|
0.6
|
|
|
|||
Other income, net
|
3.1
|
|
|
2.7
|
|
|
(4.8
|
)
|
|
|||
Total net gain (loss)
|
$
|
5.4
|
|
|
$
|
4.5
|
|
|
$
|
(1.4
|
)
|
|
3.
|
NEW ACCOUNTING STANDARDS
|
Reclassifications Resulting from Adoption of ASU 2017-07
|
Year Ended
|
|||
February 23, 2018
|
||||
Cost of sales
|
$
|
0.9
|
|
|
Operating expenses
|
(0.1
|
)
|
|
|
Operating income
|
(0.8
|
)
|
|
|
Other income, net
|
0.8
|
|
|
|
Income before income tax expense
|
$
|
—
|
|
|
4.
|
REVENUE
|
Product Category Data
|
Year Ended
|
|||||||||||
February 28,
2020 |
|
February 22,
2019 |
February 23,
2018 |
|||||||||
Americas
|
|
|
|
|
|
|
||||||
Desking, benching, systems and storage
|
$
|
1,377.5
|
|
|
$
|
1,233.9
|
|
|
$
|
1,102.8
|
|
|
Seating
|
784.2
|
|
|
706.3
|
|
|
673.7
|
|
|
|||
Other (1)
|
511.2
|
|
|
530.0
|
|
|
417.3
|
|
|
|||
EMEA
|
|
|
|
|
|
|
||||||
Desking, benching, systems and storage
|
254.4
|
|
|
233.2
|
|
|
216.8
|
|
|
|||
Seating
|
235.6
|
|
|
187.1
|
|
|
155.1
|
|
|
|||
Other (1)
|
179.6
|
|
|
196.7
|
|
|
152.3
|
|
|
|||
Other
|
|
|
|
|
|
|
||||||
Desking, benching, systems and storage
|
63.6
|
|
|
59.1
|
|
|
65.7
|
|
|
|||
Seating
|
94.1
|
|
|
93.6
|
|
|
78.2
|
|
|
|||
Other (1)
|
223.5
|
|
|
203.3
|
|
|
193.6
|
|
|
|||
|
$
|
3,723.7
|
|
|
$
|
3,443.2
|
|
|
$
|
3,055.5
|
|
|
(1)
|
The Other product category data by segment consists primarily of products sold by consolidated dealers, textiles and surface materials, worktools, architecture, technology, other uncategorized product lines and services.
|
Reportable Geographic Revenue
|
Year Ended
|
|||||||||||
February 28,
2020 |
|
February 22,
2019 |
February 23,
2018 |
|||||||||
United States
|
$
|
2,469.7
|
|
|
$
|
2,170.3
|
|
|
$
|
2,039.6
|
|
|
Foreign locations
|
1,254.0
|
|
|
1,272.9
|
|
|
1,015.9
|
|
|
|||
|
$
|
3,723.7
|
|
|
$
|
3,443.2
|
|
|
$
|
3,055.5
|
|
|
|
Customer Deposits
|
|||
Balance as of February 22, 2019
|
$
|
20.0
|
|
|
Increases due to deposits received, net of other adjustments
|
26.8
|
|
|
|
Revenue recognized
|
(18.2
|
)
|
|
|
Balance as of February 28, 2020
|
$
|
28.6
|
|
|
5.
|
EARNINGS PER SHARE
|
Computation of Earnings per Share
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Net income
|
$
|
199.7
|
|
|
$
|
126.0
|
|
|
$
|
80.7
|
|
|
Adjustment for earnings attributable to participating securities
|
(3.9
|
)
|
|
(2.5
|
)
|
|
(1.5
|
)
|
|
|||
Net income used in calculating earnings per share
|
$
|
195.8
|
|
|
$
|
123.5
|
|
|
$
|
79.2
|
|
|
Weighted-average common shares outstanding including participating securities (in millions)
|
119.6
|
|
|
119.1
|
|
|
119.2
|
|
|
|||
Adjustment for participating securities (in millions)
|
(2.3
|
)
|
|
(2.4
|
)
|
|
(2.3
|
)
|
|
|||
Shares used in calculating basic earnings per share (in millions)
|
117.3
|
|
|
116.7
|
|
|
116.9
|
|
|
|||
Effect of dilutive stock-based compensation (in millions)
|
0.6
|
|
|
0.4
|
|
|
0.2
|
|
|
|||
Shares used in calculating diluted earnings per share (in millions)
|
117.9
|
|
|
117.1
|
|
|
117.1
|
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.67
|
|
|
$
|
1.06
|
|
|
$
|
0.68
|
|
|
Diluted
|
$
|
1.66
|
|
|
$
|
1.05
|
|
|
$
|
0.68
|
|
|
Total common shares outstanding at period end (in millions)
|
117.2
|
|
|
116.8
|
|
|
116.2
|
|
|
|||
Anti-dilutive performance units excluded from the computation of diluted earnings per share (in millions)
|
—
|
|
|
0.2
|
|
|
0.5
|
|
|
6.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Unrealized gain (loss) on investments
|
Pension and other post-retirement liability adjustments
|
Derivative adjustments
|
Foreign currency translation adjustments
|
Total
|
|||||||||||||||
Balance as of February 23, 2018
|
$
|
(0.3
|
)
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
(24.7
|
)
|
|
$
|
(10.3
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
0.3
|
|
|
0.5
|
|
|
(9.7
|
)
|
|
(22.8
|
)
|
|
(31.7
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(5.5
|
)
|
|
0.1
|
|
|
0.1
|
|
|
(5.3
|
)
|
|
|||||
Net other comprehensive income (loss) during period
|
0.3
|
|
|
(5.0
|
)
|
|
(9.6
|
)
|
|
(22.7
|
)
|
|
(37.0
|
)
|
|
|||||
Balance as of February 22, 2019
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
(9.6
|
)
|
|
$
|
(47.4
|
)
|
|
$
|
(47.3
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
0.4
|
|
|
(10.4
|
)
|
|
—
|
|
|
(10.8
|
)
|
|
(20.8
|
)
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(0.5
|
)
|
|
(2.4
|
)
|
|
1.0
|
|
|
0.7
|
|
|
(1.2
|
)
|
|
|||||
Net other comprehensive income (loss) during period
|
(0.1
|
)
|
|
(12.8
|
)
|
|
1.0
|
|
|
(10.1
|
)
|
|
(22.0
|
)
|
|
|||||
Balance as of February 28, 2020
|
$
|
(0.1
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(69.3
|
)
|
|
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 28,
2020 |
February 22,
2019 |
|||||||||
Realized gain on sale of investment
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
Investment income
|
|
|
0.2
|
|
|
—
|
|
|
Income tax expense
|
|
||
|
(0.5
|
)
|
|
—
|
|
|
|
|
||
Amortization of pension and other post-retirement liability adjustments
|
|
|
|
|
|
|
||||
Actuarial losses (gains)
|
(3.0
|
)
|
|
(6.2
|
)
|
|
Other income, net
|
|
||
Prior service cost (credit)
|
(0.1
|
)
|
|
(1.0
|
)
|
|
Other income, net
|
|
||
|
0.7
|
|
|
1.7
|
|
|
Income tax expense
|
|
||
|
(2.4
|
)
|
|
(5.5
|
)
|
|
|
|
||
|
|
|
|
|
|
|
||||
Derivative adjustments
|
1.3
|
|
|
0.1
|
|
|
Interest expense
|
|
||
|
(0.3
|
)
|
|
—
|
|
|
Income tax expense
|
|
||
|
1.0
|
|
|
0.1
|
|
|
|
|
||
|
|
|
|
|
|
|
||||
Foreign currency translation
|
0.6
|
|
|
—
|
|
|
Operating expense
|
|
||
|
0.1
|
|
|
0.1
|
|
|
Other income, net
|
|
||
|
0.7
|
|
|
0.1
|
|
|
|
|
||
|
|
|
|
|
|
|
||||
Total reclassifications
|
$
|
(1.2
|
)
|
|
$
|
(5.3
|
)
|
|
|
|
7.
|
FAIR VALUE
|
Fair Value of Financial Instruments
|
February 28, 2020
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
541.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
541.0
|
|
|
Restricted cash
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|
||||
|
$
|
547.1
|
|
|
$
|
1.2
|
|
|
$
|
2.1
|
|
|
$
|
550.4
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Financial Instruments
|
February 22, 2019
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
261.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
261.3
|
|
|
Restricted cash
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
||||
Foreign exchange forward contracts
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
||||
Auction rate securities
|
—
|
|
|
—
|
|
|
3.9
|
|
|
3.9
|
|
|
||||
|
$
|
264.8
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
272.6
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
Roll-forward of Fair Value Using Level 3 Inputs
|
Auction Rate
Securities
|
|||
Balance as of February 23, 2018
|
$
|
3.5
|
|
|
Unrealized gain on investments
|
0.4
|
|
|
|
Balance as of February 22, 2019
|
$
|
3.9
|
|
|
Unrealized loss on investments
|
(0.1
|
)
|
|
|
Realized gain on investments
|
0.5
|
|
|
|
Redemption of auction rate securities
|
(2.2
|
)
|
|
|
Balance as of February 28, 2020
|
$
|
2.1
|
|
|
8.
|
INVENTORIES
|
Inventories
|
February 28,
2020 |
February 22,
2019 |
||||||
Raw materials and work-in-process
|
$
|
122.0
|
|
|
$
|
118.3
|
|
|
Finished goods
|
112.8
|
|
|
127.2
|
|
|
||
|
234.8
|
|
|
245.5
|
|
|
||
Revaluation to LIFO
|
19.8
|
|
|
20.7
|
|
|
||
|
$
|
215.0
|
|
|
$
|
224.8
|
|
|
9.
|
PROPERTY, PLANT AND EQUIPMENT
|
Property, Plant and Equipment
|
Estimated
Useful Lives
(Years)
|
February 28,
2020 |
February 22,
2019 |
|||||||
Land
|
|
|
$
|
34.4
|
|
|
$
|
35.2
|
|
|
Machinery and equipment
|
3 – 15
|
|
755.5
|
|
|
755.1
|
|
|
||
Buildings and improvements
|
10 – 40
|
|
393.4
|
|
|
404.2
|
|
|
||
Capitalized software
|
3 – 10
|
|
67.0
|
|
|
109.5
|
|
|
||
Furniture and fixtures
|
5 – 8
|
|
58.5
|
|
|
58.9
|
|
|
||
Leasehold improvements
|
3 – 15
|
|
72.6
|
|
|
73.5
|
|
|
||
Construction in progress
|
|
|
22.6
|
|
|
28.4
|
|
|
||
|
|
|
1,404.0
|
|
|
1,464.8
|
|
|
||
Accumulated depreciation
|
|
|
(977.7
|
)
|
|
(1,009.3
|
)
|
|
||
|
|
|
$
|
426.3
|
|
|
$
|
455.5
|
|
|
10.
|
COMPANY-OWNED LIFE INSURANCE
|
Type
|
Ability to Choose
Investments |
Net Return
|
Target Asset Allocation as of February 28, 2020
|
Net Cash Surrender Value
|
|||||||
February 28,
2020 |
February 22,
2019 |
||||||||||
Whole life
COLI policies
|
No ability
|
A rate of return set periodically by the
insurance companies |
Not applicable
|
$
|
110.3
|
|
|
$
|
108.6
|
|
|
Variable life
COLI policies
|
Can allocate across a set of choices provided by the insurance companies
|
Fluctuates depending on performance of underlying investments
|
30% fixed income; 70% equity
|
49.7
|
|
|
47.5
|
|
|
||
|
|
|
|
$
|
160.0
|
|
|
$
|
156.1
|
|
|
11.
|
GOODWILL & OTHER INTANGIBLE ASSETS
|
Goodwill
|
Americas
|
EMEA
|
Other
|
Total
|
||||||||||||
Balance as of February 23, 2018
|
$
|
119.7
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
138.2
|
|
|
Acquisitions (1) (2)
|
84.2
|
|
|
18.8
|
|
|
—
|
|
|
103.0
|
|
|
||||
Currency translation adjustments
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
||||
Goodwill
|
205.3
|
|
|
283.7
|
|
|
116.5
|
|
|
605.5
|
|
|
||||
Accumulated impairment losses
|
(1.7
|
)
|
|
(265.0
|
)
|
|
(98.0
|
)
|
|
(364.7
|
)
|
|
||||
Balance as of February 22, 2019
|
$
|
203.6
|
|
|
$
|
18.7
|
|
|
$
|
18.5
|
|
|
$
|
240.8
|
|
|
Acquisitions (3)
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
||||
Goodwill on divestitures (4)
|
—
|
|
|
—
|
|
|
(68.6
|
)
|
|
(68.6
|
)
|
|
||||
Accumulated impairment losses on divestitures (4)
|
—
|
|
|
—
|
|
|
60.8
|
|
|
60.8
|
|
|
||||
Currency translation adjustments
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
||||
Goodwill
|
206.1
|
|
|
283.5
|
|
|
47.9
|
|
|
537.5
|
|
|
||||
Accumulated impairment losses
|
(1.7
|
)
|
|
(265.0
|
)
|
|
(37.2
|
)
|
|
(303.9
|
)
|
|
||||
Balance as of February 28, 2020
|
$
|
204.4
|
|
|
$
|
18.5
|
|
|
$
|
10.7
|
|
|
$
|
233.6
|
|
|
(1)
|
In 2018, we acquired AMQ Solutions and certain assets of Tricom Vision Limited (collectively, "AMQ") resulting in a goodwill addition in the Americas segment. The purchase accounting was finalized in 2019. See Note 20 for additional information.
|
(2)
|
In 2019, we acquired Smith System Manufacturing Company ("Smith System"), resulting in a goodwill addition in the Americas segment. We also acquired Orangebox Group Limited ("Orangebox"), resulting in goodwill additions in the Americas and EMEA segments. See Note 20 for additional information.
|
(3)
|
In 2020, we completed a small acquisition of an independent dealer, resulting in a goodwill addition in the Americas segment.
|
(4)
|
In 2020, we sold PolyVision Corporation ("PolyVision"), resulting in a decrease to goodwill and related accumulated impairment losses in the Other segment. See Note 21 for additional information.
|
Other Intangible Assets
|
February 28, 2020
|
February 22, 2019
|
|||||||||||||||||||||||||
Weighted
Average Useful Life (Years) |
Gross
|
Accumulated
Amortization |
Net
|
Gross
|
Accumulated
Amortization |
Net
|
|||||||||||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Dealer relationships (1)
|
11.0
|
|
|
$
|
56.7
|
|
|
$
|
9.3
|
|
|
$
|
47.4
|
|
|
$
|
57.0
|
|
|
$
|
4.1
|
|
|
52.9
|
|
|
|
Trademarks (1)
|
9.3
|
|
|
35.4
|
|
|
13.7
|
|
|
21.7
|
|
|
35.8
|
|
|
11.0
|
|
|
24.8
|
|
|
||||||
Proprietary technology (2)
|
9.9
|
|
|
15.8
|
|
|
13.1
|
|
|
2.7
|
|
|
26.8
|
|
|
23.8
|
|
|
3.0
|
|
|
||||||
Know-how/designs (1)
|
9.0
|
|
|
20.8
|
|
|
3.6
|
|
|
17.2
|
|
|
21.0
|
|
|
1.3
|
|
|
19.7
|
|
|
||||||
Non-compete agreements
|
6.2
|
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
||||||
Other (1)
|
4.7
|
|
|
20.8
|
|
|
15.8
|
|
|
5.0
|
|
|
20.5
|
|
|
14.4
|
|
|
6.1
|
|
|
||||||
|
|
|
150.7
|
|
|
56.7
|
|
|
94.0
|
|
|
162.3
|
|
|
55.8
|
|
|
106.5
|
|
|
|||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trademarks and other (2)
|
n/a
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|
||||||
|
|
|
$
|
159.6
|
|
|
$
|
56.7
|
|
|
$
|
102.9
|
|
|
$
|
175.1
|
|
|
$
|
55.8
|
|
|
$
|
119.3
|
|
|
(1)
|
In 2019, we acquired Smith System, resulting in additional intangible assets in the Americas segment. We also acquired Orangebox resulting in additional intangible assets in the Americas and EMEA segments. See Note 20 for additional information.
|
(2)
|
In 2020, we sold PolyVision, resulting in a decrease of intangible assets in the Other segment. See Note 21 for additional information.
|
Fiscal Year Ending in February
|
Amount
|
||
2021
|
12.0
|
|
|
2022
|
11.7
|
|
|
2023
|
11.6
|
|
|
2024
|
11.1
|
|
|
2025
|
11.3
|
|
|
|
$
|
57.7
|
|
12.
|
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
|
Investments in unconsolidated affiliates
|
February 28, 2020
|
February 22, 2019
|
||||||||||
Investment
Balance |
Ownership
Interest |
Investment
Balance |
Ownership
Interest |
|||||||||
Equity method investments
|
|
|
|
|
|
|
|
|
||||
Dealer relationships
|
$
|
29.6
|
|
|
25%-40%
|
|
$
|
28.1
|
|
|
25%-40%
|
|
Manufacturing joint venture
|
8.3
|
|
|
49%
|
|
10.9
|
|
|
49%
|
|
||
IDEO and other
|
6.0
|
|
|
5%-21%
|
|
6.5
|
|
|
5%-28%
|
|
||
|
43.9
|
|
|
|
|
45.5
|
|
|
|
|
||
Cost method investments
|
|
|
|
|
|
|
|
|
||||
Dealer relationship
|
5.8
|
|
|
Less than 10%
|
|
5.8
|
|
|
Less than 10%
|
|
||
Other
|
2.6
|
|
|
Less than 10%
|
|
5.6
|
|
|
Less than 10%
|
|
||
|
8.4
|
|
|
|
|
11.4
|
|
|
|
|
||
Total investments in unconsolidated affiliates
|
$
|
52.3
|
|
|
|
|
$
|
56.9
|
|
|
|
|
Equity in earnings of unconsolidated affiliates
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Dealer relationships
|
$
|
9.8
|
|
|
$
|
9.9
|
|
|
$
|
8.5
|
|
|
Manufacturing joint venture
|
1.4
|
|
|
2.8
|
|
|
3.3
|
|
|
|||
IDEO and other
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
|||
Total equity in earnings of unconsolidated affiliates
|
$
|
12.2
|
|
|
$
|
13.7
|
|
|
$
|
12.8
|
|
|
Consolidated Balance Sheets
|
February 28,
2020 |
February 22,
2019 |
||||||
Total current assets
|
$
|
250.3
|
|
|
$
|
230.2
|
|
|
Total non-current assets
|
132.7
|
|
|
69.1
|
|
|
||
Total assets
|
$
|
383.0
|
|
|
$
|
299.3
|
|
|
Total current liabilities
|
$
|
204.2
|
|
|
$
|
143.6
|
|
|
Total long-term liabilities
|
19.6
|
|
|
15.5
|
|
|
||
Total liabilities
|
$
|
223.8
|
|
|
$
|
159.1
|
|
|
Statements of Income
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Revenue
|
$
|
838.0
|
|
|
$
|
806.4
|
|
|
$
|
708.9
|
|
|
Gross profit
|
252.6
|
|
|
235.6
|
|
|
214.7
|
|
|
|||
Income before income tax expense
|
62.3
|
|
|
64.2
|
|
|
54.6
|
|
|
|||
Net income
|
58.5
|
|
|
60.3
|
|
|
45.3
|
|
|
Supplemental Information
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Dividends received from unconsolidated affiliates
|
$
|
12.5
|
|
|
$
|
9.1
|
|
|
$
|
10.3
|
|
|
Sales to unconsolidated affiliates
|
305.7
|
|
|
302.6
|
|
|
254.7
|
|
|
|||
Amount due from unconsolidated affiliates
|
14.4
|
|
|
11.4
|
|
|
12.1
|
|
|
13.
|
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
|
Debt Obligations
|
Interest Rate Range as of February 28, 2020
|
Fiscal Year
Maturity |
February 28,
2020 |
February 22,
2019 |
||||||||
U.S. dollar obligations:
|
|
|
|
|
|
|
|
|
||||
Senior notes (1)
|
5.125%
|
|
2029
|
|
$
|
443.3
|
|
|
$
|
442.6
|
|
|
Revolving credit facilities (2)(4)
|
|
|
2025
|
|
—
|
|
|
—
|
|
|
||
Notes payable (3)
|
2.72%
|
|
2024
|
|
39.9
|
|
|
42.7
|
|
|
||
Notes payable
|
7.0%
|
|
2022
|
|
0.6
|
|
|
—
|
|
|
||
|
|
|
|
|
483.8
|
|
|
485.3
|
|
|
||
Foreign currency obligations:
|
|
|
|
|
|
|
|
|
||||
Revolving credit facilities (4)
|
|
|
|
|
—
|
|
|
—
|
|
|
||
Notes payable
|
6.0% - 9.0%
|
|
|
|
0.3
|
|
|
0.3
|
|
|
||
Bank overdraft
|
0.79%
|
|
|
|
0.2
|
|
|
1.4
|
|
|
||
Total short-term borrowings and long-term debt
|
|
|
|
|
484.3
|
|
|
487.0
|
|
|
||
Short-term borrowings and current portion of long-term debt (5)
|
|
|
|
|
2.9
|
|
|
4.1
|
|
|
||
Long-term debt
|
|
|
|
|
$
|
481.4
|
|
|
$
|
482.9
|
|
|
(1)
|
In 2019, we issued $450 of unsecured unsubordinated senior notes, due in January 2029 (“2029 Notes”). The 2029 Notes were issued at 99.213% of par value. The bond discount of $3.5 and direct debt issuance costs of $4.0 were deferred and are being amortized over the life of the 2029 Notes. Although the coupon rate of the 2029 Notes is 5.125%, the effective interest rate is 5.6% after taking into account the impact of the direct debt issuance costs, a deferred loss on an interest rate lock related to the debt issuance and the bond discount. The 2029 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 2029 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 40 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. During 2020 and 2019, amortization expense related to the discount and debt issuance costs on the 2029 Notes was $0.8 and $0.1, respectively.
|
(2)
|
We have a $250.0 global committed bank facility, which was entered into in Q4 2020. This facility amended and restated the former facility, which was scheduled to expire in 2022. As of February 28, 2020 and February 22, 2019, there were no borrowings outstanding under the facilities, our availability to borrow under the facilities were not limited, and we were in compliance with all covenants under the facilities.
|
(3)
|
We have a $39.9 note payable with an original amount of $50.0 at a floating interest rate based on 30-day LIBOR plus 1.20%. The loan has a term of seven years and requires fixed monthly principal payments of $0.2 on a 20-year amortization schedule with a $32 balloon payment due in 2024. The loan is secured by two corporate aircraft, contains no financial covenants and is not cross-defaulted to our other debt facilities.
|
(4)
|
We have unsecured uncommitted short-term credit facilities of up to $5.5 of U.S. dollar obligations and up to $17.7 of foreign currency obligations with various financial institutions available for working capital purposes as of February 28, 2020. 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 28, 2020 and February 22, 2019.
|
(5)
|
The weighted-average interest rate for short-term borrowings and the current portion of long-term debt was 2.5% as of February 28, 2020 and 2.1% as of February 22, 2019.
|
Fiscal Year Ending in February
|
Amount
|
|||
2021
|
$
|
2.9
|
|
|
2022
|
3.2
|
|
|
|
2023
|
2.6
|
|
|
|
2024
|
31.9
|
|
|
|
2025
|
—
|
|
|
|
Thereafter
|
443.7
|
|
|
|
|
$
|
484.3
|
|
|
•
|
the applicable margin as set forth in the credit agreement, plus the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5%, (iii) the Eurocurrency rate for one-month interest period plus 1% and (iv) a 0.75% floor; or
|
•
|
the Eurocurrency rate, with a floor of zero, 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 less liquidity to (y) trailing four fiscal quarter adjusted EBITDA and is required to be less than 3.5:1. In the context of certain permitted acquisitions, we have a one-time ability, subject to certain conditions, to increase the maximum ratio to 4.0:1 for four consecutive quarters.
|
•
|
A minimum interest coverage ratio covenant, which is measured by the ratio of (y) trailing four quarter adjusted EBITDA to (z) trailing four quarter interest expense and is required to be no less than 3.0:1.
|
Employee Benefit Plan Obligations (net)
|
February 28,
2020 |
February 22,
2019 |
||||||
Defined contribution retirement plans
|
$
|
28.1
|
|
|
$
|
25.0
|
|
|
Post-retirement medical benefits
|
44.3
|
|
|
40.7
|
|
|
||
Defined benefit pension plans
|
61.8
|
|
|
57.3
|
|
|
||
Deferred compensation plans and agreements
|
58.8
|
|
|
55.7
|
|
|
||
|
$
|
193.0
|
|
|
$
|
178.7
|
|
|
|
|
|
|
|
||||
Employee benefit plan obligations
|
|
|
|
|
||||
Current portion
|
$
|
44.7
|
|
|
$
|
37.1
|
|
|
Long-term portion
|
148.3
|
|
|
141.6
|
|
|
||
|
$
|
193.0
|
|
|
$
|
178.7
|
|
|
Defined Benefit Pension
Plan Obligations |
February 28, 2020
|
February 22, 2019
|
||||||||||||||
Qualified Plans
|
Non-qualified
Supplemental Retirement Plans |
Qualified Plans
|
Non-qualified
Supplemental Retirement Plans |
|||||||||||||
Foreign
|
Foreign
|
|||||||||||||||
Plan assets
|
$
|
31.3
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
Projected benefit plan obligations
|
49.5
|
|
|
33.0
|
|
|
44.7
|
|
|
31.5
|
|
|
||||
Funded status
|
$
|
(18.2
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
(31.5
|
)
|
|
Current liability
|
(0.1
|
)
|
|
(2.8
|
)
|
|
(0.4
|
)
|
|
(3.8
|
)
|
|
||||
Long-term liability
|
(18.1
|
)
|
|
(30.2
|
)
|
|
(14.3
|
)
|
|
(27.7
|
)
|
|
||||
Total benefit plan obligations
|
$
|
(18.2
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
(31.5
|
)
|
|
Accumulated benefit obligation
|
$
|
44.6
|
|
|
$
|
32.9
|
|
|
$
|
23.7
|
|
|
$
|
31.3
|
|
|
|
Defined Benefit
Pension Plans |
Post-Retirement
Plans |
||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 28,
2020 |
February 22,
2019 |
|||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
30.0
|
|
|
$
|
33.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Actual return on plan assets
|
1.6
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
||||
Employer contributions
|
4.9
|
|
|
4.3
|
|
|
4.0
|
|
|
3.6
|
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|
||||
Currency changes
|
(0.3
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
||||
Benefits paid
|
(4.9
|
)
|
|
(5.7
|
)
|
|
(5.9
|
)
|
|
(5.5
|
)
|
|
||||
Fair value of plan assets, end of year
|
31.3
|
|
|
30.0
|
|
|
—
|
|
|
—
|
|
|
Amounts recognized on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
||||||||
Long-term asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Current liability
|
(2.9
|
)
|
|
(4.2
|
)
|
|
(3.3
|
)
|
|
(3.4
|
)
|
|
||||
Long-term liability
|
(48.3
|
)
|
|
(42.0
|
)
|
|
(41.0
|
)
|
|
(37.3
|
)
|
|
||||
Net amount recognized
|
$
|
(51.2
|
)
|
|
$
|
(46.2
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(40.7
|
)
|
|
Amounts recognized in accumulated other comprehensive income (loss) —pretax:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss (gain)
|
$
|
20.3
|
|
|
$
|
12.8
|
|
|
$
|
(13.6
|
)
|
|
$
|
(22.9
|
)
|
|
Prior service cost
|
0.7
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
||||
Total amounts recognized in accumulated other comprehensive income (loss) —pretax
|
$
|
21.0
|
|
|
$
|
13.4
|
|
|
$
|
(13.6
|
)
|
|
$
|
(22.9
|
)
|
|
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss (gain)
|
$
|
1.1
|
|
|
$
|
0.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(3.4
|
)
|
|
Prior service credit
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
||||
Total amounts recognized in accumulated other comprehensive income (loss) —pretax
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
(3.4
|
)
|
|
|
Pension Plans
|
Post-Retirement Plans
|
||||||||||||||||||||||
Year Ended
|
Year Ended
|
|||||||||||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||||||||||||
Components of expense (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
2.2
|
|
|
$
|
2.7
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
Interest cost
|
2.0
|
|
|
2.1
|
|
|
2.1
|
|
|
1.6
|
|
|
1.6
|
|
|
1.7
|
|
|
||||||
Amortization of net loss (gain)
|
0.4
|
|
|
0.3
|
|
|
0.5
|
|
|
(3.3
|
)
|
|
(3.8
|
)
|
|
(3.7
|
)
|
|
||||||
Amortization of prior year service credit
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
(7.0
|
)
|
|
||||||
Expected return on plan assets
|
(1.3
|
)
|
|
(1.5
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net expense (credit) recognized in Consolidated Statements of Income
|
2.8
|
|
|
2.9
|
|
|
10.8
|
|
|
(1.6
|
)
|
|
(4.3
|
)
|
|
(8.8
|
)
|
|
||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
7.9
|
|
|
1.0
|
|
|
(4.3
|
)
|
|
5.9
|
|
|
(0.8
|
)
|
|
(1.2
|
)
|
|
||||||
Prior service cost (credit)
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of gain (loss)
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
3.4
|
|
|
3.8
|
|
|
3.7
|
|
|
||||||
Amortization of prior year service credit
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
2.2
|
|
|
7.0
|
|
|
||||||
Losses recognized as part of the curtailment / settlement
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Prior service cost recognized as a part of curtailment / settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
||||||
Total recognized in other comprehensive income
|
7.6
|
|
|
1.9
|
|
|
(11.9
|
)
|
|
9.3
|
|
|
5.3
|
|
|
9.5
|
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive income (pre-tax)
|
$
|
10.4
|
|
|
$
|
4.8
|
|
|
$
|
(1.1
|
)
|
|
$
|
7.7
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
(1)
|
The non-service cost components of net pension and post-retirement credit in all years presented are included in Other income, net. See Note 3 for additional information related to the adoption of ASU 2017-07.
|
Pension and Other Post-Retirement Accumulated Other Comprehensive Income (Loss) Changes
|
Before Tax
Amount
|
Tax (Expense)
Benefit
|
Net of
Tax Amount
|
|||||||||
Balance as of February 23, 2018
|
$
|
16.1
|
|
|
$
|
(1.4
|
)
|
|
$
|
14.7
|
|
|
Prior service (cost) credit from plan amendment arising during period
|
(1.0
|
)
|
|
0.2
|
|
|
(0.8
|
)
|
|
|||
Amortization of prior service cost (credit) included in net periodic pension cost
|
(2.5
|
)
|
|
0.6
|
|
|
(1.9
|
)
|
|
|||
Net prior service (cost) credit during period
|
(3.5
|
)
|
|
0.8
|
|
|
(2.7
|
)
|
|
|||
Net actuarial gain (loss) arising during period
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
|||
Amortization of net actuarial (gain) loss included in net periodic pension cost
|
(3.5
|
)
|
|
1.0
|
|
|
(2.5
|
)
|
|
|||
Gain/losses recognized as a part of the settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Net actuarial gain (loss) during period
|
(3.7
|
)
|
|
0.9
|
|
|
(2.8
|
)
|
|
|||
Foreign currency translation adjustments
|
0.6
|
|
|
(0.1
|
)
|
|
0.5
|
|
|
|||
Current period change
|
(6.6
|
)
|
|
1.6
|
|
|
(5.0
|
)
|
|
|||
Balance as of February 22, 2019
|
$
|
9.5
|
|
|
$
|
0.2
|
|
|
$
|
9.7
|
|
|
Amortization of prior service cost (credit) included in net periodic pension cost
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|||
Net prior service (cost) credit during period
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|||
Net actuarial gain (loss) arising during period
|
(13.9
|
)
|
|
3.4
|
|
|
(10.5
|
)
|
|
|||
Amortization of net actuarial (gain) loss included in net periodic pension cost
|
(3.0
|
)
|
|
0.7
|
|
|
(2.3
|
)
|
|
|||
Gains (losses) recognized as a part of the settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Net actuarial gain (loss) during period
|
(16.9
|
)
|
|
4.1
|
|
|
(12.8
|
)
|
|
|||
Foreign currency translation adjustments
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|||
Current period change
|
(16.9
|
)
|
|
4.1
|
|
|
(12.8
|
)
|
|
|||
Balance as of February 28, 2020
|
$
|
(7.4
|
)
|
|
$
|
4.3
|
|
|
$
|
(3.1
|
)
|
|
Weighted-Average
Assumptions |
Pension Plans
|
Post-Retirement Plans
|
||||||||||||||||
Year Ended
|
Year Ended
|
|||||||||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
|||||||||||||
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
1.70
|
%
|
|
2.90
|
%
|
|
2.90
|
%
|
|
2.58
|
%
|
|
4.08
|
%
|
|
3.97
|
%
|
|
Rate of salary progression
|
3.50
|
%
|
|
3.60
|
%
|
|
3.60
|
%
|
|
|
|
|
|
|
|
|||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
2.70
|
%
|
|
2.90
|
%
|
|
2.80
|
%
|
|
4.06
|
%
|
|
3.95
|
%
|
|
3.84
|
%
|
|
Expected return on plan assets
|
3.00
|
%
|
|
4.60
|
%
|
|
4.80
|
%
|
|
|
|
|
|
|
|
|||
Rate of salary progression
|
3.50
|
%
|
|
3.40
|
%
|
|
3.50
|
%
|
|
|
|
|
|
|
|
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
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
Asset Category
|
February 28, 2020
|
February 22, 2019
|
||||||||||
Actual
Allocations |
Target
Allocations |
Actual
Allocations |
Target
Allocations |
|||||||||
Equity securities
|
60
|
%
|
|
40
|
%
|
|
80
|
%
|
|
55
|
%
|
|
Debt securities
|
35
|
|
|
30
|
|
|
16
|
|
|
30
|
|
|
Real estate
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
Other (1)
|
1
|
|
|
30
|
|
|
—
|
|
|
15
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
(1)
|
Represents money market funds and cash.
|
Fair Value of Pension Plan Assets
|
February 28, 2020
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
International
|
—
|
|
|
18.9
|
|
|
—
|
|
|
18.9
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
||||||||
Property and property funds
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
||||
|
$
|
0.2
|
|
|
$
|
31.1
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
|
Fair Value of Pension Plan Assets
|
February 22, 2019
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
International
|
—
|
|
|
24.5
|
|
|
—
|
|
|
24.5
|
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
||||||||
Property and property funds
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
||||
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
Roll-forward of Fair Value Using Level 3 Inputs
|
Group Annuity Contract
|
Guaranteed
Insurance Contracts |
||||||
Balance as of February 23, 2018
|
$
|
—
|
|
|
$
|
0.4
|
|
|
Purchases, sales, and other, net
|
—
|
|
|
(0.4
|
)
|
|
||
Balance as of February 22, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year Ending in February
|
Pension Plans
|
Post-retirement Plans
|
|||||||
2021
|
$
|
3.6
|
|
|
$
|
3.4
|
|
|
|
2022
|
3.5
|
|
|
3.4
|
|
|
|||
2023
|
4.1
|
|
|
3.4
|
|
|
|||
2024
|
4.9
|
|
|
3.4
|
|
|
|||
2025
|
4.5
|
|
|
3.3
|
|
|
|||
2026 - 2030
|
22.4
|
|
|
14.5
|
|
|
(1)
|
The most recent Pension Protection Act Zone Status available in 2019 and 2018 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.
|
16.
|
CAPITAL STRUCTURE
|
Share Repurchases
|
Year ended
|
|||||||||||||
February 28,
2020 |
February 22,
2019 |
|||||||||||||
Total number of shares
|
Price Paid
|
Total number of shares
|
Price Paid
|
|||||||||||
Class A Common Stock
|
0.5
|
|
|
$
|
8.7
|
|
|
0.3
|
|
|
$
|
4.2
|
|
|
Class B Common Stock
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
17.
|
INCOME TAXES
|
•
|
reduced the U.S. federal corporate income tax rate from 35% to 21%,
|
•
|
implemented a one-time tax on the deemed repatriation of undistributed non-U.S. subsidiary earnings and generally eliminated the U.S. federal corporate income taxes on dividends from foreign subsidiaries,
|
•
|
included global intangible low-taxed income ("GILTI") provisions, which impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations, and
|
•
|
included base-erosion and anti-abuse tax ("BEAT") provisions, which eliminate the deduction of certain base-erosion payments made to related foreign corporations, and imposed a minimum tax if greater than regular tax.
|
Provision for Income Taxes—Expense
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
6.8
|
|
|
$
|
18.4
|
|
|
$
|
15.0
|
|
|
State and local
|
10.9
|
|
|
6.0
|
|
|
0.8
|
|
|
|||
Foreign
|
15.4
|
|
|
14.6
|
|
|
12.1
|
|
|
|||
|
33.1
|
|
|
39.0
|
|
|
27.9
|
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
10.3
|
|
|
(3.6
|
)
|
|
37.9
|
|
|
|||
State and local
|
(2.8
|
)
|
|
1.2
|
|
|
7.0
|
|
|
|||
Foreign
|
4.9
|
|
|
1.3
|
|
|
8.0
|
|
|
|||
|
12.4
|
|
|
(1.1
|
)
|
|
52.9
|
|
|
|||
Income tax expense
|
$
|
45.5
|
|
|
$
|
37.9
|
|
|
$
|
80.8
|
|
|
Source of Income Before Income Tax Expense
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Domestic
|
$
|
195.8
|
|
|
$
|
119.4
|
|
|
$
|
120.2
|
|
|
Foreign
|
49.4
|
|
|
44.5
|
|
|
41.3
|
|
|
|||
|
$
|
245.2
|
|
|
$
|
163.9
|
|
|
$
|
161.5
|
|
|
Income Tax Provision Reconciliation
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Tax expense at the U.S. federal statutory rate
|
$
|
51.5
|
|
|
$
|
34.4
|
|
|
$
|
53.2
|
|
|
Impact of the Tax Act (1)
|
—
|
|
|
(1.6
|
)
|
|
27.9
|
|
|
|||
State and local income taxes, net of federal
|
6.4
|
|
|
5.7
|
|
|
6.7
|
|
|
|||
Sale of PolyVision (2)
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
|||
Valuation allowance provisions and adjustments (3)
|
(1.3
|
)
|
|
(1.3
|
)
|
|
0.4
|
|
|
|||
Foreign investment tax credits (4)
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
|||
COLI income (5)
|
(1.4
|
)
|
|
(1.6
|
)
|
|
(3.4
|
)
|
|
|||
Foreign operations, less applicable foreign tax credits (6)
|
4.9
|
|
|
7.8
|
|
|
1.4
|
|
|
|||
Impact of change to non-U.S. federal statutory tax rates (7)
|
(1.2
|
)
|
|
(0.8
|
)
|
|
4.0
|
|
|
|||
Research tax credit
|
(2.9
|
)
|
|
(2.9
|
)
|
|
(2.3
|
)
|
|
|||
Tax reserve adjustments
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
|||
Other
|
1.1
|
|
|
(1.8
|
)
|
|
(5.3
|
)
|
|
|||
Total income tax expense recognized
|
$
|
45.5
|
|
|
$
|
37.9
|
|
|
$
|
80.8
|
|
|
(1)
|
We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which are generally 21.0%. Those items that reversed in 2018 were remeasured using a tax rate of 32.9%. We recorded a provisional decrease to deferred tax assets of $23.9 attributable to the rate reduction and a provisional tax liability of $4.0 related to transition tax for 2018. During 2019, we recorded adjustments reducing the impact of the rate change and the transition tax by $1.0 and $0.6 respectively, representing a tax rate reduction of 1%.
|
(2)
|
The tax basis of PolyVision exceeded the book equity of the entity. For United States federal tax purposes this generated a capital loss and related benefit, which varied from the expected US Federal tax expense on the financial statement gain on disposal.
|
(3)
|
The valuation allowance provisions were based on current year activity, and the valuation allowance adjustments, including a reversal of valuation allowance at an affiliate in the U.K., were based on various factors, which are further detailed below.
|
(4)
|
Investment tax credits were granted by the Czech Republic for investments in qualifying manufacturing equipment.
|
(5)
|
The increase in the cash surrender value of COLI policies, net of normal insurance expenses, plus maturity benefits are non-taxable.
|
(6)
|
The foreign operations, less applicable foreign tax credits, amounts include the rate differential between local statutory rates and the U.S. rate on foreign operations.
|
(7)
|
Scheduled changes to the French corporate tax rate resulted in the revaluation of certain deferred tax assets of our French tax group.
|
Deferred Income Taxes
|
February 28,
2020 |
February 22,
2019 |
||||||
Deferred income tax assets:
|
|
|
|
|
||||
Employee benefit plan obligations and deferred compensation
|
$
|
68.9
|
|
|
$
|
59.2
|
|
|
Lease obligation (1)
|
64.2
|
|
|
—
|
|
|
||
Foreign and domestic net operating loss carryforwards
|
39.1
|
|
|
46.1
|
|
|
||
Reserves and accruals
|
17.1
|
|
|
16.2
|
|
|
||
Tax credit carryforwards
|
19.1
|
|
|
38.7
|
|
|
||
Other, net
|
17.1
|
|
|
17.4
|
|
|
||
Total deferred income tax assets
|
225.5
|
|
|
177.6
|
|
|
||
Valuation allowances
|
(5.7
|
)
|
|
(7.8
|
)
|
|
||
Net deferred income tax assets
|
219.8
|
|
|
169.8
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Right-of-use operating lease assets (1)
|
61.4
|
|
|
—
|
|
|
||
Property, plant and equipment
|
28.6
|
|
|
29.4
|
|
|
||
Intangible assets
|
9.8
|
|
|
10.6
|
|
|
||
Prepaid expenses
|
2.2
|
|
|
2.2
|
|
|
||
Total deferred income tax liabilities
|
102.0
|
|
|
42.2
|
|
|
||
Net deferred income taxes
|
$
|
117.8
|
|
|
$
|
127.6
|
|
|
Net deferred income taxes is comprised of the following components:
|
|
|
|
|
||||
Deferred income tax assets—non-current
|
124.6
|
|
|
135.8
|
|
|
||
Deferred income tax liabilities—non-current
|
6.8
|
|
|
8.2
|
|
|
(1)
|
In 2020, we adopted ASU 2016-02, Leases (Topic 842), and recorded a deferred tax asset related to our operating lease obligations and a deferred tax liability related to our right-of-use operating lease assets. See Note 3 for additional information.
|
•
|
recent financial performance including cumulative losses,
|
•
|
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.
|
Income Taxes
|
February 28,
2020 |
February 22,
2019 |
||||||
Other current assets:
|
|
|
|
|
||||
Income taxes receivable
|
$
|
8.0
|
|
|
$
|
11.6
|
|
|
Other long-term assets:
|
|
|
|
|
||||
Income taxes receivable
|
$
|
7.8
|
|
|
$
|
—
|
|
|
Accrued expenses:
|
|
|
|
|
||||
Income taxes payable
|
$
|
13.9
|
|
|
$
|
3.5
|
|
|
Fiscal Year Ending February
|
Net Operating Loss
Carryforwards (Gross) |
Net Operating Loss
Carryforwards (Tax Effected) |
Tax Credit
Carryforwards |
|||||||||||||||||||||||||||||
Federal
|
State
|
International
|
Federal
|
State
|
International
|
Total
|
||||||||||||||||||||||||||
2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2022-2038
|
0.9
|
|
|
2.1
|
|
|
—
|
|
|
0.2
|
|
|
0.7
|
|
|
—
|
|
|
0.9
|
|
|
19.1
|
|
|
||||||||
No expiration
|
—
|
|
|
—
|
|
|
160.2
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|
38.4
|
|
|
—
|
|
|
||||||||
|
$
|
0.9
|
|
|
$
|
2.1
|
|
|
$
|
160.2
|
|
|
0.2
|
|
|
0.7
|
|
|
38.4
|
|
|
39.3
|
|
|
19.1
|
|
|
|||||
Valuation allowances
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|
(2.0
|
)
|
|
|||||||||||
Net benefit
|
|
|
|
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
35.2
|
|
|
$
|
36.1
|
|
|
$
|
17.1
|
|
|
Unrecognized Tax Benefits
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Balance as of beginning of period
|
$
|
2.0
|
|
|
$
|
2.2
|
|
|
$
|
2.8
|
|
|
Gross decreases—tax positions in prior period
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
|||
Currency translation adjustment
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
|||
Balance as of end of period
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
2.2
|
|
|
18.
|
SHARE-BASED COMPENSATION
|
•
|
any 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 28,
2020 |
||
Performance units (1)
|
605,080
|
|
|
Restricted stock units
|
1,761,124
|
|
|
Total outstanding awards
|
2,366,204
|
|
|
(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.
|
|
2020 Awards
|
2019 Awards
|
2018 Awards
|
||||||
Three-year risk-free interest rate (1)
|
2.3
|
%
|
|
2.6
|
%
|
|
1.4
|
%
|
|
Expected term
|
3 years
|
|
|
3 years
|
|
|
3 years
|
|
|
Estimated volatility (2)
|
32.5
|
%
|
|
33.8
|
%
|
|
31.8
|
%
|
|
(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 PSU
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Weighted-average grant date fair value per share of PSUs granted
|
$
|
16.21
|
|
|
$
|
18.02
|
|
|
$
|
21.76
|
|
|
Performance Units
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Expense
|
$
|
2.7
|
|
|
$
|
4.2
|
|
|
$
|
5.0
|
|
|
Tax benefit
|
0.7
|
|
|
1.1
|
|
|
1.7
|
|
|
Maximum Number of Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value per Unit
|
|||||
Nonvested as of February 22, 2019
|
676,800
|
|
|
$
|
18.50
|
|
|
Granted
|
237,280
|
|
|
16.21
|
|
|
|
Vested
|
(309,000
|
)
|
|
21.76
|
|
|
|
Nonvested as of February 28, 2020
|
605,080
|
|
|
17.39
|
|
|
Grant Date Fair Value per Share
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Weighted-average grant date fair value per share of RSUs granted
|
$
|
15.84
|
|
|
$
|
14.67
|
|
|
$
|
16.51
|
|
|
Restricted Stock Units
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Expense
|
$
|
13.3
|
|
|
$
|
12.7
|
|
|
$
|
13.4
|
|
|
Tax benefit
|
3.6
|
|
|
3.4
|
|
|
4.5
|
|
|
Nonvested Units
|
Total
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||||
Nonvested as of February 22, 2019
|
1,721,896
|
|
|
$
|
15.39
|
|
|
Granted
|
842,609
|
|
|
15.84
|
|
|
|
Vested
|
(760,628
|
)
|
|
16.21
|
|
|
|
Forfeited
|
(42,753
|
)
|
|
15.40
|
|
|
|
Nonvested as of February 28, 2020
|
1,761,124
|
|
|
15.28
|
|
|
19.
|
LEASES
|
|
Twelve Months Ended
|
|||
February 28,
2020 |
||||
Operating lease cost
|
$
|
51.9
|
|
|
Sublease rental income
|
(1.2
|
)
|
|
|
|
$
|
50.7
|
|
|
|
Twelve Months Ended
|
|||
February 28,
2020 |
||||
Cash flow information:
|
|
|
||
Operating cash flows used for operating leases
|
$
|
45.3
|
|
|
Leased assets obtained in exchange for new operating lease obligations
|
$
|
103.6
|
|
|
|
February 28,
2020 |
|||
Other information:
|
|
|
||
Weighted-average remaining term
|
7.1 years
|
|
|
|
Weighted-average discount rate
|
4.0
|
%
|
|
Fiscal year ending in February
|
Amount (1)
|
|||
2021
|
$
|
50.6
|
|
|
2022
|
47.2
|
|
|
|
2023
|
40.8
|
|
|
|
2024
|
35.3
|
|
|
|
2025
|
33.0
|
|
|
|
Thereafter
|
89.8
|
|
|
|
Total lease payments
|
296.7
|
|
|
|
Less interest
|
39.6
|
|
|
|
Present value of lease liabilities
|
$
|
257.1
|
|
|
(1)
|
Lease payments include options to extend lease terms that are reasonably certain of being exercised. The payments exclude legally binding minimum lease payments for leases signed but not yet commenced.
|
Fiscal Year Ending in February
|
Minimum annual
rental commitments |
Minimum annual
sublease rental income |
Minimum annual
rental commitments, net |
|||||||||
2020
|
$
|
46.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
45.4
|
|
|
2021
|
41.7
|
|
|
(0.3
|
)
|
|
41.4
|
|
|
|||
2022
|
40.5
|
|
|
(0.2
|
)
|
|
40.3
|
|
|
|||
2023
|
36.5
|
|
|
(0.2
|
)
|
|
36.3
|
|
|
|||
2024
|
28.0
|
|
|
(0.2
|
)
|
|
27.8
|
|
|
|||
Thereafter
|
72.2
|
|
|
(0.6
|
)
|
|
71.6
|
|
|
|||
|
$
|
264.9
|
|
|
$
|
(2.1
|
)
|
|
$
|
262.8
|
|
|
•
|
We elected not to separate non-lease components of a contract from the lease components to which they relate for all classes of lease assets except for embedded leases, which were immaterial in 2020.
|
•
|
We elected the package of practical expedients available for transition which allowed us not to reassess (1) whether previously assessed contracts contain leases, (2) the classification of the leases as operating or finance and (3) the amount of initial direct costs associated with the leases.
|
•
|
We elected not to recognize a right-of-use asset or lease liability for short-term leases that have a lease term of 12 months or less.
|
•
|
We elected not to assess whether land easements that were not previously accounted for as leases are or contain a lease.
|
•
|
We elected not to use hindsight in determining the lease term and in assessing the likelihood that a lessee purchase option will be exercised.
|
20.
|
ACQUISITIONS
|
Other Intangible Assets
|
Weighted
Average Useful Life (Years) |
Fair Value
|
||||||
Dealer relationships
|
10.9
|
|
|
$
|
23.0
|
|
|
|
Trademark
|
9.0
|
|
|
13.2
|
|
|
||
Know-how/designs
|
9.0
|
|
|
5.0
|
|
|
||
Other
|
0.2
|
|
|
1.0
|
|
|
||
|
|
|
$
|
42.2
|
|
|
Fiscal Year Ending in February
|
Amount
|
|||
2021
|
4.1
|
|
|
|
2022
|
4.1
|
|
|
|
2023
|
4.1
|
|
|
|
2024
|
4.1
|
|
|
|
2025
|
4.2
|
|
|
|
|
$
|
20.6
|
|
|
Other Intangible Assets
|
Weighted
Average Useful Life (Years) |
Fair Value
|
||||||
Know-how/designs
|
9.0
|
|
|
$
|
16.0
|
|
|
|
Dealer relationships
|
11.0
|
|
|
12.0
|
|
|
||
Trademark
|
9.0
|
|
|
12.0
|
|
|
||
Other
|
0.9
|
|
|
4.1
|
|
|
||
|
|
|
$
|
44.1
|
|
|
Fiscal Year Ending in February
|
Amount
|
|||
2021
|
4.4
|
|
|
|
2022
|
4.2
|
|
|
|
2023
|
4.2
|
|
|
|
2024
|
4.2
|
|
|
|
2025
|
4.3
|
|
|
|
|
$
|
21.3
|
|
|
Other Intangible Assets
|
Weighted
Average Useful Life (Years) |
Fair Value
|
||||||
Dealer relationships
|
11.0
|
|
|
$
|
25.5
|
|
|
|
Trademark
|
9.0
|
|
|
1.3
|
|
|
||
Other
|
4.6
|
|
|
3.3
|
|
|
||
|
|
|
$
|
30.1
|
|
|
Fiscal Year Ending in February
|
Amount
|
|||
2021
|
$
|
3.0
|
|
|
2022
|
3.0
|
|
|
|
2023
|
3.0
|
|
|
|
2024
|
2.5
|
|
|
|
2025
|
2.5
|
|
|
|
|
$
|
14.0
|
|
|
21.
|
DIVESTITURE
|
|
Year Ended
|
|||
February 28, 2020
|
||||
Revenue
|
$
|
61.5
|
|
|
Gross profit
|
18.6
|
|
|
|
Operating income
|
6.4
|
|
|
22.
|
REPORTABLE SEGMENTS
|
Operating Segment Data
|
Americas
|
EMEA
|
Other
|
Corporate
|
Consolidated
|
|||||||||||||||
2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,672.9
|
|
|
$
|
669.6
|
|
|
$
|
381.2
|
|
|
$
|
—
|
|
|
$
|
3,723.7
|
|
|
Operating income (loss)
|
240.0
|
|
|
9.9
|
|
|
39.4
|
|
|
(32.3
|
)
|
|
257.0
|
|
|
|||||
Total assets
|
1,067.3
|
|
|
454.5
|
|
|
225.6
|
|
|
818.0
|
|
|
2,565.4
|
|
|
|||||
Capital expenditures
|
24.3
|
|
|
18.5
|
|
|
19.1
|
|
|
11.5
|
|
|
73.4
|
|
|
|||||
Depreciation & amortization
|
54.3
|
|
|
21.6
|
|
|
6.8
|
|
|
2.9
|
|
|
85.6
|
|
|
|||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,470.2
|
|
|
$
|
617.0
|
|
|
$
|
356.0
|
|
|
$
|
—
|
|
|
$
|
3,443.2
|
|
|
Operating income (loss)
|
209.9
|
|
|
(6.9
|
)
|
|
14.3
|
|
|
(33.7
|
)
|
|
183.6
|
|
|
|||||
Total assets
|
1,044.4
|
|
|
420.1
|
|
|
220.4
|
|
|
457.5
|
|
|
2,142.4
|
|
|
|||||
Capital expenditures
|
24.6
|
|
|
21.3
|
|
|
12.6
|
|
|
22.9
|
|
|
81.4
|
|
|
|||||
Depreciation & amortization
|
53.6
|
|
|
20.0
|
|
|
6.2
|
|
|
1.8
|
|
|
81.6
|
|
|
|||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,193.8
|
|
|
$
|
524.2
|
|
|
$
|
337.5
|
|
|
$
|
—
|
|
|
$
|
3,055.5
|
|
|
Operating income (loss)
|
181.4
|
|
|
(14.0
|
)
|
|
21.4
|
|
|
(33.6
|
)
|
|
155.2
|
|
|
|||||
Total assets
|
943.2
|
|
|
300.3
|
|
|
209.1
|
|
|
406.6
|
|
|
1,859.2
|
|
|
|||||
Capital expenditures
|
46.2
|
|
|
31.7
|
|
|
10.0
|
|
|
—
|
|
|
87.9
|
|
|
|||||
Depreciation & amortization
|
46.2
|
|
|
14.7
|
|
|
5.0
|
|
|
—
|
|
|
65.9
|
|
|
Reportable Geographic Data
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Long-lived assets:
|
|
|
|
|
|
|
||||||
United States
|
$
|
924.1
|
|
|
$
|
812.1
|
|
|
$
|
689.7
|
|
|
Foreign locations
|
319.0
|
|
|
237.5
|
|
|
174.3
|
|
|
|||
|
$
|
1,243.1
|
|
|
$
|
1,049.6
|
|
|
$
|
864.0
|
|
|
23.
|
UNAUDITED QUARTERLY RESULTS
|
Unaudited Quarterly Results
|
First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
Total
|
|||||||||||||||
2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
824.3
|
|
|
$
|
998.0
|
|
|
$
|
955.2
|
|
|
$
|
946.2
|
|
|
$
|
3,723.7
|
|
|
Gross profit
|
258.4
|
|
|
333.5
|
|
|
316.1
|
|
|
307.2
|
|
|
1,215.2
|
|
|
|||||
Operating income
|
27.6
|
|
|
85.3
|
|
|
75.1
|
|
|
69.0
|
|
|
257.0
|
|
|
|||||
Net income
|
17.8
|
|
|
60.5
|
|
|
54.9
|
|
|
66.5
|
|
|
199.7
|
|
|
|||||
Basic earnings per share
|
0.15
|
|
|
0.50
|
|
|
0.46
|
|
|
0.56
|
|
|
1.67
|
|
|
|||||
Diluted earnings per share
|
0.15
|
|
|
0.50
|
|
|
0.46
|
|
|
0.55
|
|
|
1.66
|
|
|
|||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
754.0
|
|
|
$
|
875.8
|
|
|
$
|
901.0
|
|
|
$
|
912.4
|
|
|
$
|
3,443.2
|
|
|
Gross profit
|
237.9
|
|
|
288.6
|
|
|
278.3
|
|
|
283.1
|
|
|
1,087.9
|
|
|
|||||
Operating income
|
23.3
|
|
|
67.9
|
|
|
45.4
|
|
|
47.0
|
|
|
183.6
|
|
|
|||||
Net income
|
17.0
|
|
|
49.1
|
|
|
37.3
|
|
|
22.6
|
|
|
126.0
|
|
|
|||||
Basic earnings per share
|
0.14
|
|
|
0.41
|
|
|
0.31
|
|
|
0.19
|
|
|
1.06
|
|
|
|||||
Diluted earnings per share
|
0.14
|
|
|
0.41
|
|
|
0.31
|
|
|
0.19
|
|
|
1.05
|
|
|
24.
|
SUBSEQUENT EVENTS
|
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
|
2,366,204
|
|
(1)
|
|
n/a
|
(2)
|
|
4,825,262
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
n/a
|
|
|
—
|
|
|
Total
|
2,366,204
|
|
|
|
n/a
|
|
|
4,825,262
|
|
|
(1)
|
This amount includes outstanding restricted stock units and the maximum number of shares that may be issued under outstanding performance units; 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.
|
(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 28, 2020, February 22, 2019 and February 23, 2018
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended February 28, 2020, February 22, 2019 and February 23, 2018
|
•
|
Consolidated Balance Sheets as of February 28, 2020 and February 22, 2019
|
•
|
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended February 28, 2020, February 22, 2019 and February 23, 2018
|
•
|
Consolidated Statements of Cash Flows for the Years Ended February 28, 2020, February 22, 2019 and February 23, 2018
|
•
|
Notes to the Consolidated Financial Statements
|
Exhibit
No.
|
Description
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
10.1*
|
|
10.2**
|
|
10.3**
|
|
10.4**
|
|
10.5**
|
|
10.6**
|
|
10.7**
|
|
10.8**
|
|
10.9**
|
Exhibit
No.
|
Description
|
10.10**
|
|
10.11**
|
|
10.12**
|
|
10.13**
|
|
10.14**
|
|
10.15**
|
|
10.16**
|
|
10.17**
|
|
10.18**
|
|
10.19**
|
|
10.20**
|
|
10.21**
|
|
10.22**
|
|
10.23**
|
|
10.24**
|
|
10.25**
|
|
10.26**
|
|
10.27**
|
|
10.28**
|
|
10.29**
|
|
10.30**
|
|
10.31**
|
|
10.32**
|
|
21.1
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
Inline XBRL Schema Document
|
101.CAL
|
Inline XBRL Calculation Linkbase Document
|
101.LAB
|
Inline XBRL Labels Linkbase Document
|
101.PRE
|
Inline XBRL Presentation Linkbase Document
|
101.DEF
|
Inline XBRL Definition Linkbase Document
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
(1)
|
Filed as Exhibit 3.1 to the Company’s Current Report on 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 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2014, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(3)
|
Filed as Exhibit 4.1 to the Company’s Current Report on 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 4.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 18, 2019 (commission file number 001-13873), and incorporated herein by reference.
|
(5)
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Commission on February 28, 2020 (commission file number 001-13873), and incorporated herein by reference.
|
(6)
|
Filed as Exhibit 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.
|
(7)
|
Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(8)
|
Filed as Exhibit 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.
|
(9)
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2017, as filed with the Commission on September 20, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(10)
|
Filed as Exhibit 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 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 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 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 28, 2014, as filed with the Commission on December 23, 2014 (commission file number 001-13873), and incorporated herein by reference.
|
(14)
|
Filed as Exhibit 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.
|
(15)
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on February 9, 2007 (commission file number 001-13873), and incorporated herein by reference.
|
(16)
|
Filed as Exhibit 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.
|
(17)
|
Filed as Exhibit 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.
|
(18)
|
Filed as Exhibit 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.
|
(19)
|
Filed as Exhibit 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.
|
(20)
|
Filed as Exhibit 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.
|
(21)
|
Filed as Exhibit 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.
|
(22)
|
Filed as Exhibit 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.
|
(23)
|
Filed as Exhibit 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.
|
(24)
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
|
(25)
|
Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on July 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(26)
|
Filed as Exhibit 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.
|
(27)
|
Filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended February 24, 2017, as filed with the Commission on April 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(28)
|
Filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended February 24, 2017, as filed with the Commission on April 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(29)
|
Filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended February 24, 2017, as filed with the Commission on April 14, 2017 (commission file number 001-13873), and incorporated herein by reference.
|
(30)
|
Filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23, 2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated herein by reference.
|
(31)
|
Filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23, 2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated herein by reference.
|
(32)
|
Filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23, 2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated herein by reference.
|
(33)
|
Filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended February 22, 2019, as filed with the Commission on April 12, 2019 (commission file number 001-13873), and incorporated herein by reference.
|
(34)
|
Filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended February 22, 2019, as filed with the Commission on April 12, 2019 (commission file number 001-13873), and incorporated herein by reference.
|
Item 16.
|
Form 10-K Summary:
|
Allowance for Losses on Accounts Receivable
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Balance as of beginning of period
|
$
|
8.7
|
|
|
$
|
11.1
|
|
|
$
|
11.2
|
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
7.3
|
|
|
5.5
|
|
|
2.5
|
|
|
|||
Charged to other accounts
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|||
Deductions (1)
|
(5.9
|
)
|
|
(8.2
|
)
|
|
(3.0
|
)
|
|
|||
Other adjustments (2)
|
(0.7
|
)
|
|
0.3
|
|
|
0.5
|
|
|
|||
Balance as of end of period
|
$
|
9.4
|
|
|
$
|
8.7
|
|
|
$
|
11.1
|
|
|
(1)
|
Primarily represents excess of accounts written off over recoveries.
|
(2)
|
Primarily represents currency translation adjustments and $0.5 related to the sale of PolyVision in 2020.
|
Valuation Allowance for Deferred Income Tax Assets
|
Year Ended
|
|||||||||||
February 28,
2020 |
February 22,
2019 |
February 23,
2018 |
||||||||||
Balance as of beginning of period
|
$
|
7.8
|
|
|
$
|
9.5
|
|
|
$
|
7.9
|
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
(1.9
|
)
|
|
1.7
|
|
|
1.9
|
|
|
|||
Deductions and expirations
|
—
|
|
|
(3.0
|
)
|
|
(1.1
|
)
|
|
|||
Other adjustments (1)
|
(0.2
|
)
|
|
(0.4
|
)
|
|
0.8
|
|
|
|||
Balance as of end of period
|
$
|
5.7
|
|
|
$
|
7.8
|
|
|
$
|
9.5
|
|
|
(1)
|
Primarily represents currency translation adjustments.
|
|
STEELCASE INC.
|
|
|
|
|
|
By:
|
/s/ DAVID C. SYLVESTER
|
|
|
David C. Sylvester
Senior Vice President, Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JAMES P. KEANE
|
|
President and Chief Executive Officer, Director (Principal Executive Officer)
|
|
April 27, 2020
|
James P. Keane
|
|
|
|
|
|
|
|
|
|
/s/ DAVID C. SYLVESTER
|
|
Senior Vice President, Chief Financial
Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
April 27, 2020
|
David C. Sylvester
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE J. BLANFORD
|
|
Director
|
|
April 27, 2020
|
Lawrence J. Blanford
|
|
|
|
|
|
|
|
|
|
/s/ TIMOTHY C.E. BROWN
|
|
Director
|
|
April 27, 2020
|
Timothy C.E. Brown
|
|
|
|
|
|
|
|
|
|
/s/ CONNIE K. DUCKWORTH
|
|
Director
|
|
April 27, 2020
|
Connie K. Duckworth
|
|
|
|
|
|
|
|
|
|
/s/ TODD P. KELSEY
|
|
Director
|
|
April 27, 2020
|
Todd P. Kelsey
|
|
|
|
|
|
|
|
|
|
/s/ JENNIFER C. NIEMANN
|
|
Director
|
|
April 27, 2020
|
Jennifer C. Niemann
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT C. PEW III
|
|
Chair of the Board of Directors, Director
|
|
April 27, 2020
|
Robert C. Pew III
|
|
|
|
|
|
|
|
|
|
/s/ CATHY D. ROSS
|
|
Director
|
|
April 27, 2020
|
Cathy D. Ross
|
|
|
|
|
|
|
|
|
|
/s/ CATHERINE C.B. SCHMELTER
|
|
Director
|
|
April 27, 2020
|
Catherine C.B. Schmelter
|
|
|
|
|
|
|
|
|
|
/s/ PETER M. WEGE II
|
|
Director
|
|
April 27, 2020
|
Peter M. Wege II
|
|
|
|
|
|
|
|
|
|
/s/ KATE PEW WOLTERS
|
|
Director
|
|
April 27, 2020
|
Kate Pew Wolters
|
|
|
|
•
|
reduction of the amount otherwise available for payments of dividends on common stock if dividends are payable on the series of preferred stock;
|
•
|
restrictions on dividends on our common stock if dividends on the series of preferred stock are in arrears;
|
•
|
dilution of the voting power of our common stock if the series of preferred stock has voting rights, including a possible “veto” power if the series of preferred stock has class voting rights;
|
•
|
dilution of the equity interest of holders of our common stock if the series of preferred stock is convertible, and is converted, into our common stock; and
|
•
|
restrictions on the rights of holders of our common stock to share in our assets upon liquidation until satisfaction of any liquidation preference granted to the holders of the series of preferred stock.
|
Type of Compensation
|
|
Director
|
|
Board Chair
|
||||
Board Annual Retainer
|
|
$
|
215,000
|
|
|
$
|
322,500
|
|
Committee Chair Annual Retainers:
|
|
|
|
|
||||
Audit Committee
|
|
$
|
20,000
|
|
|
|
||
Compensation Committee
|
|
$
|
15,000
|
|
|
|
||
Corporate Business Development Committee
|
|
$
|
15,000
|
|
|
|
||
Nominating and Corporate Governance Committee
|
|
$
|
15,000
|
|
|
|
•
|
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.
|
Type of Compensation
|
|
Director
|
|
Board Chair
|
||||
Board Annual Retainer
|
|
$
|
129,000
|
|
|
$
|
193,500
|
|
Committee Chair Annual Retainers:
|
|
|
|
|
||||
Audit Committee
|
|
$
|
12,000
|
|
|
|
||
Compensation Committee
|
|
$
|
9,000
|
|
|
|
||
Corporate Business Development Committee
|
|
$
|
9,000
|
|
|
|
||
Nominating and Corporate Governance Committee
|
|
$
|
9,000
|
|
|
|
•
|
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.
|
Name of Subsidiary
|
AF Steelcase S.A., a Spanish corporation
|
AMQ Solutions, a California limited liability company
|
Red Thread Spaces, a Michigan limited liability company
|
Smith System Manufacturing Company, a Delaware corporation
|
Steelcase AG, a German stock corporation
|
Steelcase Asia Pacific Limited, a British Virgin Islands international business company
|
Steelcase Canada Limited, a Canadian corporation
|
Steelcase Czech Republic s.r.o., a Czech Republic limited liability company
|
Steelcase Financial Services Inc., a Michigan corporation
|
Steelcase Furniture (Dongguan) Company Limited, a People's Republic of China company
|
Steelcase Limited, a British private limited company
|
Steelcase Manufacturing Sdn. Bhd., a Malaysian corporation
|
Steelcase S.A., a French corporation
|
Steelcase Trading (Shanghai) Co., Ltd., a People's Republic of China company
|
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
|
|