2 0 1 3 A N N U A L R E P O R T
Financial Highlights
STOCK PERFORMANCE
($ DOLLARS)
160
130
100
70
40
10
02/29/08
02/27/09
02/26/10
02/25/11
02/24/12
02/22/13
S&P 500 Stock Index
Peer Group
Steelcase
NOTES:
1. This graph shows the yearly percentage change in cumulative total shareholder return (including reinvestment of dividends), assuming a
$100 investment on February 29, 2008.
2. The S&P 500 Stock Index is used as a performance indicator of the overall stock market.
3. The Peer Group consists of four companies that manufacture office furniture and have industry characteristics that we believe are similar
to Steelcase. The peer group consists of Herman Miller, Inc., HNI Corporation, Kimball International, Inc. and Knoll, Inc. The returns of
each company in this group are weighted by their relative market capitalization at the beginning of each period shown.
REVENUE
($ BILLIONS)
GROSS
MARGIN
NET INCOME
(LOSS)
CASH RETURNED
TO SHAREHOLDERS
(% OF REVENUE)
($ MILLIONS)
($ MILLIONS)
2
.
3
$
9
.
2
$
7
.
2
$
3
.
2
$
4
.
2
$
2
.
0
3
0
.
9
2
4
.
9
2
4
.
9
4 2
.
8
2
7
.
6
5
$
8
.
8
3
$
4
.
0
2
$
09 10
2
.
9
5
$
8
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0
1
$
6
.
4
$
9
.
6
2
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1
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$
3
.
1
7
$
7
.
7
4
$
9
.
9
1
$
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.
5
4
$
FY:
09
10 11
12
13
FY:
09
10
11
12
13
FY:
11
12
13
FY:
09
10
11
12
13
)
7
.
1
1
$
(
)
6
.
3
1
$
(
Common Stock Repurchases
Dividends Paid
To our fellow shareholders:
On the same afternoon in March that we reported the annual earnings that are detailed in this document, I helped to cut
the ribbon for Steelcase’s new innovation center – joined by employees who had just received a briefing on the company’s
newest iconic chair, called Gesture™.
In that 60-minute span, multiple threads of our corporate story came together. We were celebrating improved operating
results in fiscal year 2013, previewing new products that will sustain our momentum and launching a global hub for our
design and engineering teams to spark even more insight-driven innovation. I described to our employees how great
companies continue to work at getting better, even when they have achieved good results.
I’d like to use these threads that came together on that single afternoon as a platform to describe the accomplishments of
the past year, our reasons for continued optimism and the promise of an important future for our company. As stewards
of your investment in Steelcase, we seek improved performance in our core business while also preparing for a variety of
business opportunities in the ever-changing world of work, where we believe our human-centered insights will matter more
than ever.
The quality of our people will matter a great deal, too – and that’s another reason for my confidence that we will continue
to build shareholder value. I’m grateful to our employees around the world for their contribution to our strong performance,
and inspired by how our teams around the world found unique ways to express Steelcase’s purpose and principles during
the company’s 100th anniversary celebration. The framework for continued global integration is firmly established.
Improved operating results
In fiscal year 2013, Steelcase Inc. reported net income of $38.8 million, or $0.30 per share, including goodwill impairment
charges and restructuring costs that reduced earnings by well over half. Despite these charges, the core operating
performance of the business continued to improve. Sales rose for the third consecutive year, to $2.9 billion.
Our Americas business segment was particularly strong this year, reporting adjusted operating income of 9.8 percent and
extending our best U.S. annual market-share growth in over a decade.
Our EMEA segment posted an adjusted operating loss, but our European-based teams did well to achieve modest organic
revenue growth in an extremely challenging economic environment.
In a region like Europe where the sands are shifting, management’s role is to make sure the business model is designed for
fitness and to balance shorter-term pressures with longer-term strategies. We place a strong strategic significance on EMEA
as a vital and multi-faceted market, which is key to our efforts to serve leading multinational organizations.
We have taken steps to improve the fitness of this segment over the past several quarters. The complexities of this region
and the muted growth estimates suggest that returning to profitability in EMEA will be a multi-year effort.
Our investments in Asia Pacific continue to show promise. Last year I reported we would be expanding our distribution
network into some Tier 2 cities in China, and as of this writing, we have added 13 new dealers there. Our newest
manufacturing plant in Pune, India, is up and running. It will help us meet the needs of global and local customers doing
business in the India market.
New products
We are preparing for a global launch of our newest product: Gesture, which we consider to be not just a chair, but a
redefinition of the seating experience. After observing more than 2,000 people in 11 countries, we identified nine new
seating postures driven by the use of new technology. These insights led to a series of innovations built into the chair, which
we expect will begin shipping to customers in the fall. The world is taking note of our innovation: We’ve already generated
more than 120 media placements for Gesture and our posture study from print, broadcast and online outlets
in 13 countries.
Gesture is only one of several new products that Steelcase expects to unveil around the world this year. The list includes
our V.I.A.™ architectural portfolio (which takes us beyond anything we’ve done with wall products in the past) and further
exploration of our “Living on Video” initiative. Our Coalesse® brand is now expanding into Europe and recently showed
new products at the prestigious Salone del Mobile in Milan for the first time. We expect that the positive reaction in
Milan will help accelerate the growth of Coalesse as a global brand positioned in the areas where life and work settings
intersect.
We’re also very pleased with the continued growth of our media:scape® portfolio, designed to support collaboration and
connections. We are expanding our presence in the classroom with an emphasis on active learning. Our solutions now
include Verb®, an integrated collection of classroom furniture designed to support a variety of teaching and learning styles,
in addition to the award-winning Node® chair.
Continued innovation
The Verb collection is an example of how our insights into the classroom were translated into a product solution. Our
new innovation center that I mentioned above is designed to help global teams collaborate in more effective ways and
bring innovation to market more quickly. By creating this center and consolidating our corporate office staff on a single
campus, we have expanded our thinking about the ways people work – by addressing and solving for the same issues of
productivity, attraction and retention, and real estate compression that our customers face.
Our customers are also seeking the answer to “What’s next?” They know their future does not lie in private offices and
cubicles installed a generation ago, before the avalanche of mobile computing. They’re turning to us to help them respond
to the demand for greater mobility and collaboration, and to understand the interconnected workplace.
The wave of office modernization – temporarily diverted by recessions and corporate conservatism – is beginning to crest.
And we expect it will translate into continued growth for Steelcase.
I announced during the past year that I wanted to devote more of my attention to the trends that will change our business
– and the nature of the workplace – in the future. To support this important bias toward our future, Jim Keane has taken
on the roles of president and chief operating officer, which ensures that we will remain focused on our core business
performance and our march toward becoming a globally integrated enterprise.
And on the far horizon? We know change will continue, and most likely at an accelerated rate full of disruptive innovation.
Some may view this horizon with trepidation, if their focus is strictly on furniture. We’re in the business of insight, a
company that just celebrated a century of unlocking human promise. We are designing not just for existing work patterns,
but for emerging and future ones. Through it all, we are designing for people.
That people-first philosophy has been part of Steelcase’s DNA for generations. Any report on the past year would be
incomplete without acknowledging the January passing of Bob Pew, our former chairman and CEO. He led the company
for more than 30 years, and among the valuable lessons he taught us was that running a successful enterprise begins
with integrity. He was one of my personal heroes, and he will be greatly missed. I wish he could have been there on that
day in March that I described at the start of this letter to see how the company he nurtured has evolved and prospered.
Thanks for your continued support of our business.
Jim Hackett
CEO
Steelcase Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended February 22, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 1-13873
____________________________
STEELCASE INC.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
38-0819050
(IRS employer identification number)
49508
(Zip Code)
Registrant’s telephone number, including area code: (616) 247-2710
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock
Title of each class
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
No
No
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates, computed by reference to the
closing price of the Class A Common Stock on the New York Stock Exchange, as of August 24, 2012 (the last day of the registrant’s most recently
completed second fiscal quarter) was approximately $726 million. There is no quoted market for registrant’s Class B Common Stock, but shares of
Class B Common Stock may be converted at any time into an equal number of shares of Class A Common Stock.
No
As of April 15, 2013, 88,903,855 shares of the registrant’s Class A Common Stock and 35,845,664 shares of the registrant’s Class B Common
Stock were outstanding.
Portions of the registrant’s definitive proxy statement for its 2013 Annual Meeting of Shareholders, to be held on July 17, 2013, are
incorporated by reference in Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE:
STEELCASE INC.
FORM 10-K
YEAR ENDED FEBRUARY 22, 2013
TABLE OF CONTENTS
Part I
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
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Supplementary Item. Executive Officers of the Registrant
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
Signatures
Schedule II
Index of Exhibits
Page No.
1
6
9
9
10
10
11
12
13
14
32
35
86
86
86
87
87
87
87
87
88
89
S-1
E-1
Item 1. Business:
PART I
The following business overview is qualified in its entirety by the more detailed information included
elsewhere or incorporated by reference in this Annual Report on Form 10-K (“Report”). As used in this Report,
unless otherwise expressly stated or the context otherwise requires, all references to “Steelcase,” “we,” “our,”
“Company” and similar references are to Steelcase Inc. and its subsidiaries in which a controlling interest is
maintained. Unless the context otherwise indicates, reference to a year relates to the fiscal year, ended in February
of the year indicated, rather than a calendar year. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third
and fourth quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share
data, data presented as a percentage or as otherwise indicated.
Overview
Steelcase is the global leader in creating great work experiences in business, education and healthcare
environments. Steelcase and our family of brands - including Steelcase®, Coalesse®, Details®, Designtex®,
Nurture®, PolyVision®, and Turnstone® - offer a comprehensive portfolio of products, services and applications
designed to unlock human promise and support social, economic and environmental sustainability. We are insight-
led and offer solutions inspired by the insights gained from our user-based research process and partnering with
leading research organizations around the world. Steelcase is a global company, headquartered in Grand Rapids,
Michigan, U.S.A., with approximately 10,400 employees. Steelcase was founded in 1912 and became publicly-
traded in 1998, and our stock is listed on the New York Stock Exchange under the symbol “SCS.”
Our growth strategy is to leverage our deep understanding of the patterns of work, worker and workplaces to
help our existing customers migrate to new ways of working and to grow our business into new customer markets
and geographies. Over the past several years, we have increased our level of investment in research and product
development and have launched new products, services and applications to address the trends which have been
impacting the workplace, including globalization, miniaturization of technology, mobility of workers, increased
collaboration and multiple generations at work. We also have increased our investments in other growth initiatives,
such as expansion in certain vertical market segments and geographic regions, to diversify our customer base,
support our customers as they expand their global footprints and strengthen our market leadership. A key area of
focus for us is creativity and collaborative work and workers, and we work with our customers to help them create
environments that augment the interactions of their people - with each other and with the tools they use - to help
them create value for their organization and industry.
We offer our products and services to customers around the globe, and we have significant sales,
manufacturing and administrative operations in North America, Europe and Asia. We market our products and
services primarily through a network of independent and company-owned dealers, and we also sell directly to end-
use customers. We also extend our reach with a limited presence in retail and web-based channels.
Our Offerings
Our brands provide an integrated portfolio of furniture settings, user-centered technologies and interior
architectural products across a range of price points. Our furniture portfolio includes panel-based and freestanding
furniture systems and complementary products such as storage, tables and ergonomic worktools. Our seating
products include chairs which are highly ergonomic, seating that can be used in collaborative or casual settings and
specialty seating for specific vertical markets such as healthcare and education. Our technology solutions support
group collaboration by integrating furniture and technology. Our interior architectural products include full and partial
height walls and doors. We also offer services designed to reduce costs and enhance the performance of people,
wherever they work. Among these services are workplace strategy consulting, lease origination services, furniture
and asset management and hosted spaces.
Steelcase—Insight-led performance in an interconnected world
The Steelcase brand takes our insights and delivers high performance, sustainable work environments while
striving to be a trusted partner. Being a trusted partner means understanding and helping our customers and
partners who truly seek to elevate their performance. The Steelcase brand's core customers are leading
organizations (such as corporations, healthcare organizations, colleges/universities and government entities) that
are often large with complex needs and have an increasingly global reach. We strive to meet their diverse needs
1
while minimizing complexity by using a platform approach - from product components to common processes -
wherever possible.
Steelcase sub-brands include:
• Details, which researches, designs and markets worktools, personal lighting and furniture that provide
healthy and productive connections between people, their technology, their workplaces and their work.
• Nurture by Steelcase, which is focused on healthcare environments that can help make patients more
comfortable, caregivers more efficient and partners in care more receptive to healthcare delivery. Nurture
brings a holistic viewpoint to healthcare environments and works with patients and healthcare
professionals to develop valuable insights into environments that promote healing.
Coalesse—Insight-led inspiration
Coalesse is an award-winning brand of furnishings that expresses the new freedom of work. It is part of the
rapidly growing crossover market — homes and offices, meeting rooms and social spaces, private retreats and
public places — and is addressing the fluid intersections of work and life where boundaries are collapsing and
creativity is roaming.
Turnstone—Insight-led simplicity
Turnstone was created based on the belief that the world needs more successful entrepreneurs and small
businesses, and that great spaces to work can help that happen. Turnstone makes it easier for these companies to
create insight-led places to work using web-based tools or through our dealer channel.
Designtex
Designtex offers applied surface solutions that enhance environments and is a leading resource for applied
surface knowledge, innovation and sustainability. Designtex products are premium surface materials designed to
enhance seating, walls, work stations, floors and ceilings and can provide privacy, way-finding, motivation,
communications and artistic expression.
PolyVision
PolyVision is the world's leading supplier of ceramic steel surfaces to educational institutions and architectural
panels or special applications for commercial or infrastructure applications.
Reportable Segments
We operate on a worldwide basis within our Americas and EMEA reportable segments plus an “Other”
category. Additional information about our reportable segments, including financial information about geographic
areas, is contained in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Note 18 to the consolidated financial statements.
Americas Segment
Our Americas segment serves customers in the United States (“U.S.”), Canada and Latin America. Our
portfolio of integrated architecture, furniture and technology products is marketed to corporate, government,
healthcare, education and retail customers through the Steelcase, Coalesse, Details, Nurture by Steelcase and
Turnstone brands.
We serve Americas customers mainly through approximately 230 independent and company-owned dealers
and we also sell directly to end-use customers. Our end-use customers are distributed across a broad range of
industries and vertical markets, including healthcare, government, financial services, higher education and
technology, but no industry or vertical market individually represented more than 13% of the Americas segment
revenue in 2013.
Each of our dealers maintains its own sales force which is complemented by our sales representatives who
work closely with our dealers throughout the selling process. The largest independent dealer in the Americas
accounted for approximately 6% of the segment’s revenue in 2013, and the five largest independent dealers
collectively accounted for approximately 18% of the segment’s revenue.
2
In 2013, the Americas segment recorded revenue of $2,015.1, or 70.2% of our consolidated revenue, and as
of the end of the year had approximately 6,500 employees, of which approximately 4,300 related to manufacturing.
The Americas office furniture industry is highly competitive, with a number of competitors offering similar
categories of products. The industry competes on a combination of insight, product performance, design, price and
relationships with customers, architects and designers. Our most significant competitors in the U.S. are Haworth,
Inc., Herman Miller, Inc., HNI Corporation, Kimball International Inc. and Knoll, Inc. Together with Steelcase,
domestic revenue from these companies represents approximately one-half of the U.S. office furniture industry.
EMEA Segment
Our EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase
and Coalesse brands, with an emphasis on freestanding furniture systems, storage and seating solutions. Our
largest presence is in Western Europe, where we believe we have the leading market share in Germany, France
and Spain. In 2013, approximately 83% of EMEA revenue was from Western Europe. The remaining revenue was
from other parts of Europe, the Middle East and Africa. No individual country in the EMEA segment represented
more than 7% of our consolidated revenue in 2013.
We serve EMEA customers through approximately 400 independent and company-owned dealers. In certain
geographic markets, we sell directly to end-use customers. Our end-use customers are larger multinational,
regional or local companies spread across a broad range of industries and vertical markets including financial
services, government and technology. No single independent dealer in the EMEA segment accounted for more
than 2% of the segment’s revenue in 2013. The five largest independent dealers collectively accounted for
approximately 8% of the segment’s revenue in 2013.
In 2013, our EMEA segment recorded revenue of $594.8, or 20.8% of our consolidated revenue, and as of
the end of the year had approximately 2,200 employees, of which approximately 1,200 related to manufacturing.
The EMEA office furniture market is highly competitive and fragmented. We compete with many local and
regional manufacturers in many different markets. In several cases, these competitors focus on specific product
categories.
Other Category
The Other category includes Asia Pacific, Designtex and PolyVision.
Asia Pacific serves customers in the People’s Republic of China (including Hong Kong), India, Japan,
Australia, and other countries in southeast Asia, primarily under the Steelcase brand with an emphasis on furniture
systems and seating solutions. We sell directly and through approximately 40 independent and company-owned
dealers to end-use customers. Our end-use customers are larger multinational or regional companies spread
across a broad range of industries and are located in both established and emerging markets. Our competition
includes all the large global competitors as well as many local and regional manufactures.
Designtex primarily sells textiles and wall covering products specified by architects and designers directly to
end-use customers through a direct sales force primarily in North America.
PolyVision manufactures ceramic steel surfaces for use in multiple applications, but primarily for sale to third-
party fabricators to create static whiteboards sold in the primary and secondary education markets in the U.S. and
Europe.
IDEO was included in the Other category through Q3 2011, but due to the ownership transition, our remaining
20% share of IDEO income has been recorded as a non-operating item since Q4 2011.
In 2013, the Other category accounted for $258.8, or 9.0% of our consolidated revenue, and as of the end of
the year had approximately 1,700 employees, of which approximately 800 related to manufacturing.
Corporate
Corporate expenses include unallocated portions of shared service functions such as information technology,
human resources, finance, executive, corporate facilities, legal and research.
3
Joint Ventures and Other Equity Investments
We enter into joint ventures and other equity investments from time to time to expand or maintain our
geographic presence, support our distribution network or invest in new business ventures, complementary products
and services. As of February 22, 2013, our investment in these unconsolidated joint ventures and other equity
investments totaled $53.3. Our share of the earnings from joint ventures and other equity investments is recorded in
Other income, net on the Consolidated Statements of Income.
Customer and Dealer Concentrations
Our largest customer accounted for 1.1% of our consolidated revenue in 2013, and our five largest customers
collectively accounted for 4.5% of our consolidated revenue. However, these percentages do not include revenue
from various government agencies. In 2013, our sales to U.S. federal government agencies represented
approximately 3% of our consolidated revenue. We do not believe our business is dependent on any single or small
number of end-use customers, the loss of which would have a material adverse effect on our business.
No single independent dealer accounted for more than 4% of our consolidated revenue in 2013. The five
largest independent dealers collectively accounted for approximately 13% of our consolidated revenue in 2013. We
do not believe our business is dependent on any single dealer, the loss of which would have a sustained material
adverse effect upon our business.
Working Capital
Our accounts receivable are from our dealers and direct-sale customers. Payment terms vary by country and
region. The terms of our Americas segment, and certain markets within the EMEA segment, encourage prompt
payment from dealers by offering an early settlement discount. Other international markets have, by market
convention, longer payment terms. We are not aware of any special or unusual practices or conditions related to
working capital items, including accounts receivable, inventory and accounts payable, which are significant to
understanding our business or the industry at large.
Backlog
Our products are generally manufactured and shipped within two to six weeks following receipt of order;
therefore, we do not view the amount of backlog at any particular time as a meaningful indicator of longer-term
shipments.
Global Manufacturing and Supply Chain
Manufacturing and Logistics
We have manufacturing operations throughout North America (principally in the United States and Mexico),
Europe (principally in France, Germany and Spain) and Asia (principally in China and Malaysia). We are in the
process of localizing production of certain products in India and establishing the corresponding supply chain to
serve that market. Our global manufacturing operations are centralized under a single organization to serve our
customers’ needs across multiple brands and geographies.
Our manufacturing model is predominately make-to-order with lead times typically ranging from two to six
weeks. We manufacture our products using lean manufacturing principles, which allow us to maintain efficiencies
and cost savings by minimizing the amount of inventory on hand. As a result, we purchase direct materials and
components as needed to meet demand. We have evolved our manufacturing and supply chain systems
significantly over the past several years by implementing continuous one-piece flow, platforming our processes and
product offerings and developing a global network of integrated suppliers.
These changes to our manufacturing model have reduced the capital needs of our business, inventory levels
and the footprint of our manufacturing space and have allowed us to improve quality, delivery performance and the
customer experience. We continue to identify opportunities to improve the fitness of our business and strengthen
our long-term competitiveness. In 2013, we substantially completed a two-year project to close three North
American manufacturing facilities and move production within those facilities to other Steelcase locations in North
America.
In addition to our ongoing focus on enhancing the efficiency of our manufacturing operations, we also seek to
reduce costs through our global sourcing effort. We have capitalized on raw material and component cost savings
4
available through lower cost suppliers around the globe. This global view of potential sources of supply has
enhanced our leverage with domestic supply sources, and we have been able to reduce cycle times through
improvements with our partners throughout the supply chain.
Our physical distribution system utilizes commercial transport, company-owned and dedicated fleet delivery
services. We have implemented a network of regional distribution centers to reduce freight costs and improve
service to our dealers and customers. Some of these distribution centers are located within our manufacturing
facilities, and we have engaged third-party logistics providers to operate some of these regional distribution centers.
Raw Materials
We source raw materials and components from a significant number of suppliers around the world. Those raw
materials include petroleum-based products, steel, other metals, wood, particleboard and other materials and
components. To date, we have not experienced any significant difficulties in obtaining these raw materials.
The prices for certain commodities such as steel, aluminum and other metals, wood, particleboard and
petroleum-based products have fluctuated in recent years due to changes in global supply and demand. Our global
supply chain team continually evaluates current market conditions, the financial viability of our suppliers and
available supply options on the basis of cost, quality and reliability of supply.
Research, Design and Development
Our extensive global research — a combination of user observations, feedback sessions and sophisticated
analysis — has helped us develop social, spatial and informational insights into work effectiveness. We maintain
collaborative relationships with external world-class innovators, including leading universities, think tanks and
knowledge leaders, to expand and deepen our understanding of how people work.
Understanding patterns of work enables us to identify and anticipate user needs across the globe. Our design
teams explore and develop prototypical solutions to address these needs. These solutions vary from furniture,
architecture and technology solutions to single products or enhancements to existing products, and across different
vertical market applications such as healthcare, higher education and professional services. Organizationally, global
design leadership directs strategy and project work, which is distributed to design studios across our major
businesses and often involves external design services.
Our marketing team evaluates product concepts using several criteria, including financial return metrics, and
chooses which products will be developed and launched. Designers then work closely with engineers and suppliers
to co-develop products and processes that incorporate innovative user features with efficient manufacturing
practices. Products are tested for performance, quality and compliance with applicable standards and regulations.
Exclusive of royalty payments, we invested $36.0, $35.8 and $32.0 in research, design and development
activities in 2013, 2012 and 2011, respectively. We continue to invest approximately one to two percent of our
revenue in research, design and development each year. Royalties are sometimes paid to external designers of our
products as the products are sold. These costs are not included in research and development expenses.
Intellectual Property
We generate and hold a significant number of patents in a number of countries in connection with the
operation of our business. We also hold a number of trademarks that are very important to our identity and
recognition in the marketplace. We do not believe that any material part of our business is dependent on the
continued availability of any one or all of our patents or trademarks or that our business would be materially
adversely affected by the loss of any of such, except the “Steelcase,” “Coalesse,” “Details,” “Designtex,” “Nurture by
Steelcase,” “PolyVision” and “Turnstone” trademarks.
We occasionally enter into license agreements under which we pay a royalty to third parties for the use of
patented products, designs or process technology. We have established a global network of intellectual property
licenses with our subsidiaries.
Employees
As of February 22, 2013, we had approximately 10,400 employees, including 5,200 hourly employees and
5,200 salaried employees. Additionally, we had approximately 1,700 temporary workers who primarily work in
manufacturing. Approximately 100 employees in the U.S. are covered by collective bargaining agreements.
5
Internationally, 2,000 employees are represented by workers' councils that operate to promote the interests of
workers. Management promotes positive relations with employees based on empowerment and teamwork.
Environmental Matters
We are subject to a variety of federal, state, local and foreign laws and regulations relating to the discharge of
materials into the environment, or otherwise relating to the protection of the environment (“Environmental Laws”).
We believe our operations are in substantial compliance with all Environmental Laws. We do not believe existing
Environmental Laws and regulations have had or will have any material effects upon our capital expenditures,
earnings or competitive position.
Under certain Environmental Laws, we could be held liable, without regard to fault, for the costs of
remediation associated with our existing or historical operations. We could also be held responsible for third-party
property and personal injury claims or for violations of Environmental Laws relating to contamination. We are a
party to, or otherwise involved in, proceedings relating to several contaminated properties being investigated and
remediated under Environmental Laws, including as a potentially responsible party in several Superfund site
cleanups. Based on our information regarding the nature and volume of wastes allegedly disposed of or released at
these properties, the total estimated cleanup costs and other financially viable potentially responsible parties, we do
not believe the costs to us associated with these properties will be material, either individually or in the aggregate.
We have established reserves that we believe are adequate to cover our anticipated remediation costs. However,
certain events could cause our actual costs to vary from the established reserves. These events include, but are not
limited to: a change in governmental regulations or cleanup standards or requirements; undiscovered information
regarding the nature and volume of wastes allegedly disposed of or released at these properties; and other factors
increasing the cost of remediation or the loss of other potentially responsible parties that are financially capable of
contributing toward cleanup costs.
Available Information
We file annual reports, quarterly reports, proxy statements and other documents with the Securities and
Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”). The public may
read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website at www.sec.gov that contains
reports, proxy and information statements and other information regarding issuers, including Steelcase, that file
electronically with the SEC.
We also make available free of charge through our internet website, www.steelcase.com, our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports,
as soon as reasonably practicable after we electronically file such reports with or furnish them to the SEC. In
addition, our Corporate Governance Principles, Code of Ethics, Code of Business Conduct and the charters for the
Audit, Compensation and Nominating and Corporate Governance Committees are available free of charge through
our website or by writing to Steelcase Inc., Investor Relations, GH-3E-12, PO Box 1967, Grand Rapids, Michigan
49501-1967.
We are not including the information contained on our website as a part of, or incorporating it by reference
into, this Report.
Item 1A. Risk Factors:
The following risk factors and other information included in this Report should be carefully considered. The
risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we do
not know about currently, or that we currently believe are less significant, may also adversely affect our business,
operating results, cash flows and financial condition. If any of these risks actually occur, our business, operating
results, cash flows and financial condition could be materially adversely affected.
Our industry is influenced significantly by cyclical macroeconomic factors which are difficult to predict.
Our revenue is generated predominantly from the office furniture industry, and demand for office furniture is
influenced heavily by a variety of macroeconomic factors, such as corporate profits, non-residential fixed
investment, white-collar employment and commercial office construction and vacancy rates. In recent history, the
U.S. office furniture industry has gone through two major downturns, with consumption declining by more than 30%
6
from calendar year 2000 to 2003 and again from 2007 to 2009, according to the Business and Institutional Furniture
Manufacturers Association. During these downturns, our revenue declined in similar proportion and our profitability
was significantly reduced. We have made a number of changes to adapt our business model to these cycles, but
our profitability could be impacted in the future by cyclical downturns. In addition, the pace of industry recovery after
a cyclical downturn may vary, including by geography or vertical market. These macroeconomic factors are difficult
to predict, and if we are unsuccessful in adapting our business as economic cyclical changes occur, our results may
be adversely affected.
Failure to respond to changes in workplace trends and the competitive landscape may adversely affect
our revenue and profits.
Advances in technology, the globalization of business, changing workforce demographics and shifts in work
styles and behaviors are changing the world of work and may have a significant impact on the types of workplace
products and services purchased by our customers, the level of revenue associated with our offerings and the
geographic location of the demand. For example, in recent years, these trends have resulted in a reduction in the
amount of office floor space allocated per employee, a reduction in the number, size (and price) of typical
workstations and an increase in work occurring in more collaborative settings and a variety of locations beyond the
traditional office. The confluence of these factors could attract new competitors from outside the traditional office
furniture industry offering products and services which compete with those offered by us and our dealers. In
addition, the traditional office furniture industry is highly competitive, with a number of competitors offering similar
categories of products. We compete on a variety of factors, including: brand recognition and reputation, insight from
our research, product design and features, price, lead time, delivery and service, product quality, strength of dealers
and other distributors and relationships with customers and key influencers, such as architects, designers and
facility managers. If we are unsuccessful in developing and offering products and services which respond to
changes in workplace trends and generate revenue to offset the impact of reduced numbers, size (and price) of
typical workstations, or we or our dealers are unsuccessful in competing with existing competitors and new
competitive offerings which could arise from outside our industry, our revenue and profits may be adversely
affected.
We may not be able to successfully develop, implement and manage our diversification and growth
strategies.
Our longer-term success depends on our ability to successfully develop, implement and manage strategies
that will preserve our position as the world’s largest office furniture manufacturer, as well as expand our offerings
into adjacent and emerging markets. In particular, our diversification and growth strategies include:
•
•
•
•
•
translating our research regarding the world of work into innovative solutions which address market
needs,
continuing our expansion into adjacent markets such as smaller companies, healthcare clinical spaces
and classrooms, libraries and other educational settings,
growing our market share in markets such as China, India, Brazil, eastern, central and southern Europe,
Africa and the Middle East,
investing in acquisitions and new business ventures and
developing new alliances and additional channels of distribution.
If these strategies to diversify and increase our revenues are not sufficient, or if we do not execute these
strategies successfully, our profitability may be adversely affected.
We have been and expect to continue making investments in strategic growth initiatives and new product
development. If our return on these investments is lower, or develops more slowly, than we anticipate, our
profitability may be adversely affected.
We may be adversely affected by changes in raw material and commodity costs.
We procure raw materials (including petroleum-based products, steel, aluminum, other metals, wood and
particleboard) from a significant number of sources globally. These raw materials are not rare or unique to our
industry. The costs of these commodities, as well as fuel and energy costs, have fluctuated significantly in recent
years due to changes in global supply and demand, which can also cause supply interruptions. In the short-term,
rapid increases in raw material and commodity costs can be very difficult to offset with price increases because of
7
existing contractual commitments with our customers, and it is difficult to find effective financial instruments to
hedge against such changes. As a result, our gross margins can be adversely affected by short-term fluctuations in
these costs. Also, if we are not successful in passing along higher raw material and commodity costs to our
customers over the longer-term because of competitive pressures, our profitability could be negatively impacted.
Our global presence subjects us to risks that may negatively affect our profitability and financial
condition.
We have manufacturing facilities and sales, administrative and shared services offices in many countries, and
as a result, we are subject to risks associated with doing business globally. Our success depends on our ability to
manage the complexity associated with designing, developing, manufacturing and selling our solutions in a variety
of countries. Our global presence is also subject to market risks, which in turn could have an adverse effect on our
results of operations and financial condition, including:
•
•
•
differing business practices, cultural factors and regulatory requirements,
fluctuations in currency exchange rates and currency controls,
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.
Our continuing efforts to improve our business model could result in additional restructuring costs and
may result in customer disruption.
Over the past decade, we have implemented significant restructuring actions to transform our business
through the reinvention of our industrial system and white collar processes. While we believe we have made
significant progress, we continue to evolve and optimize our business model to be more flexible and agile in
meeting changing demand, and incremental restructuring actions may be necessary. The success of our
restructuring initiatives is dependent on several factors, including our ability to manage these actions without
disrupting existing customer commitments. Further, these actions may take longer than anticipated and may distract
management from other activities, and we may not fully realize the expected benefits of our restructuring activities,
either of which would have a negative impact on our profitability.
We are increasingly reliant on a global network of suppliers.
Our migration to a less vertically integrated manufacturing model has increased our dependency on a global
network of suppliers. We are reliant on the timely flow of raw materials, components and finished goods from third-
party suppliers. The flow of such materials, components and goods may be affected by:
•
•
•
•
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 and loss of production from accidents, natural disasters and other causes.
Any disruptions in the supply and delivery of raw materials, component parts and finished goods or
deficiencies in our ability to manage our global network of suppliers could have an adverse impact on our business,
operating results or financial condition.
Disruptions within our dealer network could adversely affect our business.
We rely largely on a network of approximately 630 independent dealers to market, deliver and install our
products to end-use customers. From time to time, we or a dealer may choose to terminate our relationship, or the
dealer could face financial insolvency or difficulty in transitioning to new ownership. Our business is influenced by
our ability to initiate and manage new and existing relationships with dealers, and establishing new dealers in a
market can take considerable time and resources. Disruption of dealer coverage within a specific local market could
have an adverse impact on our business within the affected market. The loss or termination of a significant number
of dealers or the inability to establish new dealers could cause difficulties in marketing and distributing our products
and have an adverse effect on our business, operating results or financial condition. In the event that a dealer in a
strategic market experiences financial difficulty, we may choose to make financial investments in the dealership
which would reduce the risk of disruption but increase our financial exposure.
8
We may be required to record impairment charges related to goodwill and indefinite-lived intangible
assets which would adversely affect our results of operations.
We have net goodwill of $121.4 as of February 22, 2013. Goodwill and other acquired intangible assets with
indefinite lives are not amortized but are evaluated for impairment annually and whenever an event occurs or
circumstances change such that it is reasonably possible that an impairment may exist. Poor performance in
portions of our business where we have goodwill or intangible assets, or declines in the market value of our equity,
may result in impairment charges, which would adversely affect our results of operations.
There may be significant limitations to our utilization of net operating loss carryforwards to offset future
taxable income.
We have deferred tax asset values related to net operating loss carryforwards (“NOLs”) residing primarily in
various non-U.S. jurisdictions totaling $85.0, against which valuation allowances totaling $66.5 have been recorded.
We may be unable to generate sufficient taxable income from future operations in the applicable jurisdictions, or
implement tax, business or other planning strategies, to fully utilize the recorded value of our NOLs. We have NOLs
in various currencies that are also subject to foreign exchange risk, which could reduce the amount we may
ultimately realize. Additionally, future changes in tax laws or interpretations of such tax laws may limit our ability to
fully utilize our NOLs.
Costs related to our participation in a multi-employer pension plan could increase.
Our subsidiary SC Transport Inc. contributes to the Central States, Southeast and Southwest Areas Pension
Fund, a multi-employer pension plan, based on obligations arising under a collective bargaining agreement with our
SC Transport Inc. employees. The plan is not administered by or in any way controlled by us. We have relatively
little control over the level of contributions we are required to make to the plan, and it is currently underfunded. As a
result, contributions are scheduled to increase, and we expect that contributions to the plan may be subject to
further increases. The amount of any increase or decrease in our required contributions to the multi-employer
pension plan will depend upon the outcome of collective bargaining, actions taken by trustees who manage the
plan, governmental regulations, the actual return on assets held in the plan, the continued viability and contributions
of other employers which contribute to the plan, and the potential payment of a withdrawal liability, among other
factors.
Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may
incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the
withdrawing employer under very complex actuarial and allocation rules. We could incur a withdrawal liability if we
substantially reduce the number of SC Transport Inc. employees. The most recent estimate of our potential
withdrawal liability is $24.4.
Item 1B. Unresolved Staff Comments:
None.
Item 2. Properties:
We have operations at locations throughout the U.S. and around the world. None of our owned properties are
mortgaged or are held subject to any significant encumbrance. We believe our facilities are in good operating
condition and, at present, are in excess of that needed to meet volume needs currently and for the foreseeable
future. Our global headquarters is located in Grand Rapids, Michigan, U.S.A. Our owned and leased principal
manufacturing and distribution center locations with greater than 100,000 square feet are as follows:
Segment/Category Primarily Supported
Number of Principal
Locations
Owned
Leased
Americas
EMEA
Other
Total
12
5
4
21
6
4
2
12
6
1
2
9
In 2013, we exited two leased manufacturing facilities and one leased distribution facility in the Americas.
Additionally, we added two leased distribution facilities in the Americas.
9
Item 3. Legal Proceedings:
We are involved in litigation from time to time in the ordinary course of our business. Based on known
information, we do not believe we are a party to any lawsuit or proceeding that is likely to have a material adverse
effect on the Company.
Item 4. Mine Safety Disclosures:
Not applicable.
10
Supplementary Item. Executive Officers of the Registrant:
Our executive officers are:
Name
Sara E. Armbruster
James P. Hackett
Nancy W. Hickey
James P. Keane
Mark T. Mossing
Lizbeth S. O’Shaughnessy
David C. Sylvester
Age
42
57
61
53
55
51
48
Position
Vice President, WorkSpace Futures and Corporate Strategy
President and Chief Executive Officer, Director
Senior Vice President, Chief Administrative Officer
Chief Operating Officer
Corporate Controller and Chief Accounting Officer
Senior Vice President, Chief Legal Officer and Secretary
Senior Vice President, Chief Financial Officer
Sara E. Armbruster has been Vice President, WorkSpace Futures and Corporate Strategy since May 2009.
Ms. Armbruster was Vice President, Corporate Strategy from when she joined Steelcase in 2007 to May 2009.
James P. Hackett has been President, Chief Executive Officer and Director since December 1994 and has
been employed by Steelcase since 1981. Mr. Hackett also serves as a member of the Board of Trustees of the
Northwestern Mutual Life Insurance Company and the Board of Directors of Fifth Third Bancorp.
Nancy W. Hickey has been Senior Vice President, Chief Administrative Officer since November 2001 and has
been employed by Steelcase since 1986.
James P. Keane has been Chief Operating Officer since November 2012 and was President, Steelcase
Group from October 2006 to November 2012. Mr. Keane has been employed by Steelcase since 1997.
Mark T. Mossing has been Corporate Controller and Chief Accounting Officer since April 2008 and was Vice
President, Corporate Controller from 1999 to April 2008. Mr. Mossing has been employed by Steelcase since 1993.
Lizbeth S. O’Shaughnessy has been Senior Vice President, Chief Legal Officer and Secretary since April
2011 and was Vice President, Chief Legal Officer and Secretary from 2007 to April 2011. Ms. O’Shaughnessy has
been employed by Steelcase since 1992.
David C. Sylvester has been Senior Vice President, Chief Financial Officer since April 2011 and was Vice
President, Chief Financial Officer from 2006 to April 2011. Mr. Sylvester has been employed by Steelcase since
1995.
11
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
PART II
Equity Securities:
Common Stock
Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “SCS.” Our Class B
Common Stock is not registered under the Exchange Act or publicly traded. See Note 14 to the consolidated
financial statements for additional information. As of the close of business on April 15, 2013, we had outstanding
124,749,519 shares of common stock with 7,590 shareholders of record. Of these amounts, 88,903,855 shares are
Class A Common Stock with 7,500 shareholders of record and 35,845,664 shares are Class B Common Stock with
90 shareholders of record.
Class A Common Stock
Per Share Price Range
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Fiscal 2013
High
Low
Fiscal 2012
High
Low
Dividends
$
$
$
$
9.81 $
7.96 $
9.82 $
7.63 $
11.25 $
9.17 $
13.95
10.98
12.12 $
11.94 $
9.23 $
6.48 $
8.55 $
5.40 $
9.86
6.45
The declaration of dividends is subject to the discretion of our Board of Directors and to compliance with
applicable laws. Dividends in 2013 and 2012 were declared and paid quarterly. The amount and timing of future
dividends depends upon our results of operations, financial condition, cash requirements, future business
prospects, general business conditions and other factors that our Board of Directors may deem relevant at the time.
Our unsecured revolving syndicated credit facility includes a restriction on the aggregate amount of cash
dividend payments and share repurchases we may make in any fiscal year. As long as our leverage ratio is less
than 2.50 to 1.0, there is no restriction on cash dividends and share repurchases. If our leverage ratio is between
2.50 to 1.0 and the maximum permitted under the facility, our ability to fund more than $35.0 in cash dividends and
share repurchases in aggregate in any fiscal year may be restricted, depending on our liquidity. See Note 12 to the
consolidated financial statements for additional information.
During 2013 and 2012, we were in compliance with the covenants under the facility in place as of the
respective dates.
2013
2012
Total Dividends Paid
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
$
$
11.6 $
8.0 $
11.4 $
8.0 $
11.4 $
7.9 $
11.4 $
7.8 $
45.8
31.7
Fourth Quarter Share Repurchases
There were no share repurchases during Q4 2013. We have approximately $136.2 that may yet be
purchased under the $250 share repurchase program approved by our Board of Directors in December 2007. This
program has no specific expiration date.
12
Item 6. Selected Financial Data:
Financial Highlights
February 22,
2013
February 24,
2012
February 25,
2011
February 26,
2010
February 27,
2009
Year Ended
Operating Results:
Revenue
Gross profit
Operating income (loss)
Income (loss) before income tax expense
(benefit)
Net income (loss)
Supplemental Operating Data:
Restructuring costs
Goodwill and intangible asset impairment
charges
Variable life COLI income (loss) (1)
Per Share Data:
Earnings (loss) per common share
Dividends paid per common share
Balance Sheet Data:
Cash and cash equivalents
Short-term investments
Variable life COLI
Working capital (2)
Total assets (3)
Total debt
Total liabilities
Total shareholders’ equity (3)
Statement of Cash Flow Data:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
________________________
$
2,868.7 $
2,749.5 $
2,437.1 $
2,291.7 $
3,183.7
866.0
59.3
54.9
38.8
809.7
97.1
82.0
56.7
717.5
51.5
51.4
20.4
649.8
(11.5)
(31.1)
(13.6)
923.1
1.0
(8.8)
(11.7)
$
(34.7) $
(30.5) $
(30.6) $
(34.9) $
(37.9)
(59.9)
3.0
—
3.2
—
10.6
—
33.1
0.30 $
0.36 $
0.43 $
0.24 $
0.15 $
0.16 $
(0.10) $
0.20 $
(65.2)
(41.1)
(0.09)
0.53
150.4 $
112.1 $
142.2 $
111.1 $
117.6
$
$
$
100.5
116.2
293.8
1,689.6
289.0
1,021.6
668.0
79.1
113.1
240.2
1,678.9
291.5
992.4
686.5
350.8
110.3
275.5
1,974.4
546.8
1,278.1
696.3
68.2
100.3
222.9
1,655.1
300.8
979.6
675.5
$
187.3 $
101.7 $
72.7 $
(10.9) $
(85.5)
(64.2)
203.2
(334.3)
(254.3)
211.1
(10.0)
13.0
76.0
67.7
246.1
1,727.9
255.2
1,017.2
710.7
104.2
(61.1)
(132.2)
(1) Variable life COLI income (loss) represents the net returns in cash surrender value, normal insurance
expenses and any death benefit gains (“COLI income”) related to our investments in variable life company-
owned life insurance (“COLI”) policies. In Q1 2011, we began considering our investments in variable life
COLI policies to be primarily a source of corporate liquidity. As a result of this change beginning in Q1 2011,
variable life COLI income has been recorded in Investment income on the Consolidated Statements of
Income. See Note 9 to the consolidated financial statements for additional information.
(2) Working capital equals current assets minus current liabilities, as presented in the Consolidated Balance
Sheets.
(3) During 2013, we identified errors in our accounting for deferred income taxes which relate to periods prior to
2009. We believe the errors are not material to any prior period financial statements. The correction of the
errors had the effect of reducing long-term deferred income tax assets and retained earnings by $22.1 as of
February 24, 2012, February 25, 2011, February 26, 2010 and February 27, 2009. The errors did not impact
the Consolidated Statements of Income or the Consolidated Statements of Cash Flows for 2012, 2011, 2010
and 2009.
13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations:
The following review of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and accompanying notes thereto included elsewhere within this Report.
Non-GAAP Financial Measures
This item contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a
numerical measure of a company’s financial performance that excludes or includes amounts so as to be different
than the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated
statements of income, balance sheets or statements of cash flows of the company. Pursuant to the requirements of
Regulation G, we have provided a reconciliation below of non-GAAP financial measures to the most directly
comparable GAAP financial measure.
The non-GAAP financial measures used are: (1) organic revenue growth (decline), which represents the
change in revenue over the prior year excluding estimated currency translation effects and the impacts of
divestitures, acquisitions, the IDEO ownership transition and dealer deconsolidations, and (2) adjusted operating
income (loss), which represents operating income (loss) excluding restructuring costs and goodwill impairment
charges. These measures are presented because management uses this information to monitor and evaluate
financial results and trends. Therefore, management believes this information is also useful for investors.
Financial Summary
Results of Operations
Our reportable segments consist of the Americas segment, the EMEA segment and the Other category.
Unallocated corporate expenses are reported as Corporate.
In Q3 2013, we realigned portions of our reportable segments for financial reporting purposes as a result of
the integration of the PolyVision global technology business into the Steelcase Education Solutions group. Prior to
this change, the PolyVision global technology business was combined with the PolyVision surfaces business and
was reported collectively as PolyVision in the Other category along with Asia Pacific and Designtex. As a result of
these changes, the results of the PolyVision technology business are now reported in the Americas and EMEA
segments. The PolyVision surfaces business remains in the Other category. The accompanying segment data for
all prior periods has been reclassified to conform to the new segment presentation. See Note 18 to the
consolidated financial statements and the Business Segment Disclosure analysis in this Management’s Discussion
and Analysis of Financial Condition and Results of Operations for further information on our reportable business
segments.
14
Statement of Operations Data—
Consolidated
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
100.0% $ 2,749.5
100.0% $ 2,437.1
100.0%
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charges
Restructuring costs
Operating income
Interest expense, investment income and
other income, net
Income before income tax expense
Income tax expense
Net income
Earnings per share:
Basic
Diluted
$ 2,868.7
1,987.8
14.9
866.0
727.0
59.9
19.8
59.3
69.3
0.5
30.2
25.3
2.1
0.7
2.1
1,913.6
26.2
809.7
708.3
—
4.3
97.1
69.6
1.0
29.4
25.8
—
0.1
3.5
1,693.8
25.8
717.5
661.2
—
4.8
51.5
(4.4)
(0.2)
(15.1)
(0.5)
(0.1)
54.9
16.1
38.8
0.30
0.30
$
$
$
1.9
0.5
1.4% $
$
$
82.0
25.3
56.7
0.43
0.43
3.0
0.9
2.1% $
$
$
51.4
31.0
20.4
0.15
0.15
69.5
1.1
29.4
27.1
—
0.2
2.1
—
2.1
1.3
0.8%
Organic Revenue Growth—Consolidated
Prior year revenue
Divestitures and dealer deconsolidations
IDEO ownership transition
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Dealer acquisitions
Current year revenue, adjusted
Organic growth $
Organic growth %
________________________
Year Ended
February 22,
2013
$ 2,749.5
(9.6)
—
(33.9)
2,706.0
2,868.7
(22.2)
2,846.5
140.5
$
February 24,
2012
$ 2,437.1
(8.8)
(103.4)
30.0
2,354.9
2,749.5
(55.7)
2,693.8
338.9
$
5%
14%
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a quarterly basis during the current year.
Adjusted Operating Income —
Consolidated
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
2.1% $
97.1
3.5% $
51.5
$
59.3
59.9
34.7
2.1
1.2
—
30.5
—
1.1
$
153.9
5.4% $
127.6
4.6% $
—
30.6
82.1
2.1%
—
1.3
3.4%
Operating income
Add: goodwill impairment charges
Add: restructuring costs
Adjusted operating income
Overview
During 2013, we experienced consolidated organic revenue growth of 5% compared to the prior year, which
represented the third consecutive year (and twelve consecutive quarters) of organic growth. This growth is
generally consistent with or better than global trends in our industry, and was driven in part by increased large
project business. Over the past several years, companies have been increasing corporate spending, leveraging the
15
strength of their cash positions which were built up in response to the financial crisis in 2009 and 2010. In addition,
white collar employment and new construction (traditional industry drivers) have been improving in the Americas,
but economic recovery particularly in Europe remains challenged by a variety of headwinds. We believe that our
investments in research, product development and other growth initiatives during the financial crisis have helped
drive our revenue growth faster than the rest of our industry over the past three years.
Our consolidated adjusted operating income margin improved to 5.4% in 2013, compared to 4.6% in 2012
and 3.4% in 2011 as a result of operating leverage from the organic revenue growth and net benefits from
restructuring actions, despite an increase in lower-margin project business and spending on product development
and other growth initiatives. Our Americas segment posted strong revenue growth and significant improvement in
its adjusted operating income margin over the past three years, while the EMEA segment experienced a declining
rate of organic revenue growth and an increasing adjusted operating loss. EMEA realized organic revenue growth
of 1% in 2013 as a result of the diversification of our business across a large number of geographic markets. The
Other category had organic revenue growth in 2012 but a decline in 2013, and its adjusted operating income margin
also declined in 2013 following a modest improvement in 2012, primarily as a result of lower revenues in Asia
Pacific as well as our continued investment in that region.
In 2013, we also continued taking steps to improve our operating fitness and organizing our business as a
globally integrated enterprise, which included implementation and execution of a number of restructuring actions,
both in the Americas and EMEA.
2013 compared to 2012
We recorded net income of $38.8 in 2013 compared to net income of $56.7 in 2012. The results in 2013
reflected 5% organic revenue growth compared to 2012 and lower interest expense but included significant goodwill
impairment charges, tax valuation allowance adjustments and foreign tax credit benefits.
Operating income of $59.3 in 2013 compared to operating income of $97.1 in 2012. Operating income in
2013 included goodwill impairment charges totaling $59.9. The 2013 adjusted operating income of $153.9
represented an increase of $26.3 compared to the prior year. Strength in the Americas was partially offset by lower
profitability in EMEA and the Other category.
Revenue for 2013 was $2,868.7 compared to $2,749.5 for 2012, representing organic revenue growth of 5%.
We realized organic growth of 7% in the Americas segment and 1% in the EMEA segment while the Other category
experienced a modest decline of 1%. Revenue continued to include a higher mix of project business from some of
our largest corporate customers.
Cost of sales decreased to 69.3% of revenue in 2013, a 30 basis point improvement compared to 2012.
Benefits from recent pricing adjustments (net of commodity cost changes) and restructuring actions (net of related
disruption costs) and other cost reductions in the Americas were partially offset by an increase in lower-margin
project business.
Operating expenses of $727.0 increased by $18.7 in 2013 compared to 2012 but decreased as a percentage
of sales to 25.3% in 2013 from 25.8% in 2012. The year-over-year comparison included the following:
•
•
•
•
•
•
higher variable compensation expense of $11.7 (which includes expenses associated with our EVA-
based bonus programs, the Steelcase Inc. Retirement Plan and stock-based compensation),
favorable foreign currency translation effects of $9.3,
costs of $7.1 related to dealers acquired in 2013,
increased spending of approximately $7 on product development and other initiatives,
increased reserves of $3.6 for environmental remediation costs associated with a previously-owned
manufacturing site, and
$1.5 related to dealer divestitures.
Goodwill impairment charges in 2013 totaled $59.9 and related to EMEA and Designtex within the Other
category. The EMEA charge of $35.1 was driven in part by the 2013 operating loss. In addition, the near-term
outlook for Western Europe remains heavily challenged by macroeconomic headwinds. Therefore, in Q4 2013, we
determined that these factors were likely to negatively impact the level of near-term profitability we would expect to
achieve with our current business model. The Designtex impairment charge of $24.8 was largely driven by lower
than expected operating performance in 2013 and significant future investment required to strengthen our product
16
offering, marketing and overall brand image. See further detail of these items in Note 10 to the consolidated
financial statements.
We recorded restructuring costs of $34.7 in 2013 compared to $30.5 in 2012. The 2013 charges included the
following:
•
•
•
•
severance and business exit costs of $13.0 from the previously-announced closure of three
manufacturing facilities in North America (which are now substantially complete),
real estate impairment charges of $12.4 associated with the previously announced closure of our
Corporate Development Center,
severance and business exit costs of $3.8 associated with the EMEA headcount reductions and owned
dealer consolidations in Q4 2013 and
severance and business exit costs of $2.0 associated with the integration of PolyVision's global
technology business into the Steelcase Education Solutions group.
See further discussion and detail of these items in the Business Segment Disclosure analysis below and in
Note 20 to the consolidated financial statements.
Our 2013 effective tax rate was 29.3%, which is below the U.S. federal statutory tax rate of 35%. The
difference was primarily driven by favorable tax items of $56.7, partially offset by unfavorable adjustments to our
valuation allowances associated with tax loss carry-forwards and other deferred tax assets and the non-deductible
nature of the goodwill impairment charges in EMEA. See Note 15 to the consolidated financial statements for
additional information.
2012 compared to 2011
We recorded net income of $56.7 in 2012 compared to $20.4 in 2011. The increase in net income was driven
by higher operating income in the Americas and Asia Pacific and lower income tax expense but was partially offset
by lower operating income due to the IDEO ownership transition, higher interest expense and lower variable life
COLI income.
Operating income grew to $97.1 in 2012 compared to $51.5 in 2011. The 2012 adjusted operating income of
$127.6 represented an improvement of $45.5 compared to the prior year primarily due to operating leverage from
organic revenue growth across all segments, but partially offset by higher operating expenses, including increased
spending of approximately $20 on product development and other initiatives in the Americas and Asia Pacific, as
well as employee and other costs in EMEA.
Revenue for 2012 was $2,749.5 compared to $2,437.1 for 2011, representing organic revenue growth of
14%. The organic revenue growth was broad-based, with organic growth of 18% in the Americas segment, 6% in
the EMEA segment and 14% in the Other category. Revenue included a higher mix of project business from some
of our largest corporate customers.
Cost of sales increased to 69.6% of revenue in 2012, a 10 basis point increase compared to 2011. Higher
absorption of fixed costs associated with the organic revenue growth (including benefits of improved pricing) was
offset by the impact of deconsolidating IDEO, increased commodity costs of $38.3 and a business mix weighted
more heavily towards some of our largest corporate customers.
Operating expenses of $708.3 increased by $47.1 in 2012 compared to 2011 but decreased as a percentage
of sales to 25.8% in 2012 from 27.1% in 2011. Operating expenses in 2011 included the following:
•
•
•
$36.3 related to IDEO and a small division of PolyVision, which have since been deconsolidated,
favorable foreign currency translation effects of $8.6 and
a gain of $13.2 from the IDEO ownership transition.
Aside from these items, 2012 operating expenses increased primarily due to:
•
•
higher variable compensation expense of $33.9 (which includes expenses associated with our EVA-
based bonus programs, the Steelcase Inc. Retirement Plan and stock-based compensation),
costs of $13.2 related to a dealer acquired in Q1 2012 and
17
•
increased spending of approximately $20 on product development and other initiatives in the Americas
and Asia Pacific, as well as employee and other costs in EMEA.
We recorded restructuring costs of $30.5 in 2012 compared to $30.6 in 2011. The 2012 charges included the
following:
•
•
•
•
severance and business exits costs of $17.9 from the previously-announced closure of three
manufacturing facilities in North America,
severance and business exit costs of $3.0 from the closure of our Morocco manufacturing facility within
our EMEA segment,
costs of $1.9 from the reorganization of our European manufacturing operations on the basis of
specialized competencies and
lease impairments of $1.7 and $1.3 in our EMEA and Americas segments, respectively.
See further discussion and detail of these items in the Business Segment Disclosure analysis below and in
Note 20 to the consolidated financial statements.
Our 2012 effective tax rate was 31%, which is below the U.S. federal statutory tax rate of 35%. The difference
was primarily driven by favorable tax items of $4.5 and other tax benefits related to COLI income and research tax
credits, partially offset by U.S. taxes on income repatriated from Canada and other permanent adjustments. See
Note 15 to the consolidated financial statements for additional information.
Interest Expense, Investment Income and Other Income, Net
Interest Expense, Investment Income and
Other Income, Net
February 22,
2013
February 24,
2012
February 25,
2011
Year Ended
Interest expense
Investment income
Other income (expense), net:
Equity in income of unconsolidated ventures
Miscellaneous, net
Total other income, net
$
(17.8) $
(25.6) $
3.7
9.4
0.3
9.7
5.2
8.3
(3.0)
5.3
Total interest expense, investment income and other income, net
$
(4.4) $
(15.1) $
(19.3)
14.0
6.3
(1.1)
5.2
(0.1)
The decrease in investment income in 2013 was driven by lower variable life COLI income. Interest expense
in 2012 includes $7.7 associated with $250 of senior notes which matured and were repaid in Q2 2012.
Business Segment Disclosure
See Note 18 to the consolidated financial statements for additional information regarding our business
segments.
Americas
The Americas segment serves customers in the U.S., Canada and Latin America with a portfolio of integrated
architecture, furniture and technology products marketed to corporate, government, healthcare, education and retail
customers through the Steelcase, Coalesse, Turnstone, Details and Nurture by Steelcase brands.
18
Statement of Operations Data—
Americas
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charges
Restructuring costs
Operating income
$ 2,015.1
1,384.4
13.9
616.8
433.8
—
14.7
100.0% $ 1,868.4
100.0% $ 1,536.0
100.0%
68.7
0.7
30.6
21.5
—
0.7
1,302.3
20.0
546.1
421.8
—
1.5
69.7
1.1
29.2
22.6
—
—
1,083.2
7.0
445.8
377.2
—
1.1
70.5
0.5
29.0
24.6
—
—
$
168.3
8.4% $
122.8
6.6% $
67.5
4.4%
Organic Revenue Growth—Americas
Prior year revenue
Divestitures and dealer deconsolidations
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Dealer acquisitions
Current year revenue, adjusted
Organic growth $
Organic growth %
________________________
Year Ended
February 22,
2013
$ 1,868.4
February 24,
2012
$ 1,536.0
—
(0.6)
1,867.8
2,015.1
—
3.0
1,539.0
1,868.4
(10.5)
(55.7)
2,004.6
1,812.7
$
136.8
$
273.7
7%
18%
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a quarterly basis during the current year.
Adjusted Operating Income—Americas
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Operating income
$
168.3
8.4% $
122.8
6.6% $
67.5
Add: goodwill impairment charges
Add: restructuring costs
Adjusted operating income
—
28.6
—
1.4
—
21.5
—
1.1
—
8.1
$
196.9
9.8% $
144.3
7.7% $
75.6
4.4%
—
0.5
4.9%
2013 compared to 2012
Operating income in the Americas grew to $168.3 in 2013, compared to $122.8 in 2012. Adjusted operating
income in 2013 grew to $196.9 from $144.3 in 2012, an increase of $52.6 or 36.5%. This increase was primarily
driven by year-over-year benefits from improved pricing (net of commodity cost changes) and benefits from
restructuring actions (net of related disruption costs) but impacted by a higher mix of lower-margin project business
from some of our largest corporate customers.
The Americas revenue represented 70.2% of consolidated revenue in 2013. Revenue for 2013 was $2,015.1
compared to $1,868.4 in 2012, an increase of $146.7 or 7.9%. After adjusting for currency translation effects and a
dealer acquisition, organic revenue growth was $136.8 or 7%. Revenue growth in 2013 is categorized as follows:
• Product categories—Substantially all product categories grew in 2013. Revenue growth rates were
strongest in the Technology and Details categories, while Seating and Coalesse also exceeded the
overall average for the year.
• Vertical markets—Strength in the Energy, Insurance Services, Manufacturing and Information Technology
sectors more than offset continued weakness in the U.S. Federal Government sector.
19
• Geographic regions—All regions showed growth over 2012, with notable strength in the West Business
Group.
• Contract type—The strongest growth came from our project related sales, but revenue from continuing
agreements and marketing programs also grew over the prior year.
Cost of sales decreased to 68.7% of revenue in 2013 compared to 69.7% of revenue in 2012. Higher
absorption of fixed costs associated with organic revenue growth and benefits from improved pricing (net of
commodity cost increases) and restructuring actions (net of related disruption costs) were partially offset by a higher
mix of lower-margin project business (which was somewhat offset by a lower mix of federal government business in
the U.S.).
Operating expenses increased by $12.0 in 2013 compared to 2012 primarily due to higher variable
compensation expense of $12.8 (which includes expenses associated with our EVA-based bonus programs, the
Steelcase Inc. Retirement Plan and stock-based compensation). Operating expenses decreased as a percentage
of sales to 21.5% in 2013 from 22.6% in 2012.
Restructuring costs of $28.6 incurred in 2013 included $13.0 associated with the North America plant
closures announced in Q4 2011 and a $12.4 impairment charge in conjunction with the previously announced
closure of our Corporate Development Center.
2012 compared to 2011
Operating income in the Americas grew to $122.8 in 2012, compared to $67.5 in 2011. Adjusted operating
income in 2012 grew to $144.3 from $75.6 in 2011, an increase of $68.7 or 90.9%. This increase was primarily
driven by operating leverage from organic revenue growth (including benefits from improved pricing) offset in part
by higher commodity costs, a higher mix of business from some of our largest corporate customers, owned dealers
and services associated with our direct business, and higher spending on product development and other initiatives.
The Americas revenue represented 68.0% of consolidated revenue in 2012. Revenue for 2012 was $1,868.4
compared to $1,536.0 in 2011, an increase of $332.4 or 21.6%. After adjusting for revenue of $55.7 from a dealer
acquired in 2012 and currency translation effects of $3.0, organic revenue growth was $273.7 or 18%. Revenue
growth in 2012 is categorized as follows:
• Product categories—All product categories grew in 2012. Revenue growth rates were strongest in the
Technology category. Details and Turnstone also showed strength relative to the other product
categories. Our two largest categories, Furniture and Seating, were in line with the overall average for the
year. Coalesse, Wood and Nurture were below the average for the year but still grew at double-digit
rates.
• Vertical markets—Other than State and Local Government, all major vertical markets grew with notable
strength in the Information Technology, Technical/Professional and Financial Services sectors. Healthcare
and Education revenue growth was in line with the average. Insurance and Federal Government were
below average but still grew nicely year over year.
• Geographic regions—All regions showed growth over 2011, with notable strength in the Central and New
York regions of the U.S.
• Contract type—The strongest growth came from our marketing programs targeted toward small to
medium-sized businesses, but project and continuing business also grew at strong double-digit rates.
Cost of sales decreased to 69.7% of revenue in 2012 compared to 70.5% of revenue in 2011. Higher
absorption of fixed costs associated with organic revenue growth (including benefits from improved pricing) was
partially offset by higher commodity costs of $27.7 and a business mix weighted more heavily towards some of our
largest corporate customers, owned dealers and services associated with our direct business.
Operating expenses increased by $44.6 in 2012 compared to 2011 primarily due to:
•
•
•
higher variable compensation expense of $27.1 (which includes expenses associated with our EVA-
based bonus programs, the Steelcase Inc. Retirement Plan and stock-based compensation),
incremental costs of $13.2 related to a dealer acquired in Q1 2012 and
increased spending on product development and other initiatives.
Operating expenses decreased as a percentage of sales to 22.6% in 2012 from 24.6% in 2011.
20
Restructuring costs of $21.5 incurred in 2012 primarily related to the consolidation of manufacturing facilities
announced in Q4 2011. In addition, 2011 restructuring included a $10.6 gain related to the sale and leaseback of a
facility in Canada.
EMEA
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase
and Coalesse brands, with an emphasis on freestanding furniture systems, seating and storage solutions.
Statement of Operations Data—EMEA
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charges
Restructuring costs
Operating loss
$
594.8
100.0 % $
610.5
100.0 % $
555.8
100.0 %
434.0
1.0
159.8
171.6
35.1
4.0
(50.9)
$
73.0
0.2
26.8
28.8
5.9
0.7
432.9
5.0
172.6
179.5
—
3.0
70.9
0.8
28.3
29.4
—
0.5
395.7
18.7
141.4
159.9
—
0.4
71.2
3.4
25.4
28.8
—
—
(8.6)% $
(9.9)
(1.6)% $
(18.9)
(3.4)%
Year Ended
Organic Revenue Growth—EMEA
Prior year revenue
Divestitures
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Dealer acquisitions
Current year revenue, adjusted
Organic growth $
Organic growth %
________________________
$
February 22,
2013
610.5
(1.0)
(33.4)
576.1
594.8
(11.7)
583.1
7.0
$
$
February 24,
2012
555.8
—
22.0
577.8
610.5
—
610.5
32.7
$
1%
6%
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a quarterly basis during the current year.
Adjusted Operating Income (Loss)—EMEA
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Operating loss
Add: goodwill impairment charges
Add: restructuring costs
Adjusted operating income (loss)
$
$
(50.9)
35.1
5.0
(10.8)
(8.6)% $
(9.9)
(1.6)% $
(18.9)
(3.4)%
5.9
0.9
—
8.0
—
1.3
(1.8)% $
(1.9)
(0.3)% $
—
19.1
0.2
—
3.4
— %
2013 compared to 2012
EMEA reported an operating loss of $50.9 in 2013 compared to an operating loss of $9.9 in 2012. The 2013
results included $35.1 of goodwill impairment charges. The adjusted operating loss of $10.8 represented an
increase of $8.9 compared to 2012. Overall, the increased loss was primarily driven by a higher mix of lower-margin
project business and higher product costs.
EMEA revenue represented 20.8% of consolidated revenue in 2013. Revenue for 2013 was $594.8 compared
to $610.5 in 2012. Organic revenue growth was 1% after adjusting for currency translation effects and dealer
21
acquisitions, net of a divestiture. During 2013, all regions achieved mid-single digit organic growth except for Iberia
and Northern Europe which declined 12% and 1%, respectively.
Cost of sales increased to 73.0% of revenue in 2013, a 210 basis point deterioration compared to 2012. The
deterioration was mainly due to a higher mix of lower-margin project business and higher commodity costs of $2.7.
Operating expenses decreased by $7.9 in 2013, primarily driven by $9.6 of favorable foreign currency
translation effects and cost containment efforts, partially offset by the impact of net acquisitions and higher
employee expenses, including variable compensation expense associated with our EVA-based bonus programs.
Restructuring costs of $5.0 incurred in 2013 primarily related to local headcount reductions and owned dealer
consolidations.
2012 compared to 2011
EMEA reported an operating loss of $9.9 in 2012 compared to an operating loss of $18.9 in 2011. The
adjusted operating loss of $1.9 represented a decline of $2.1 compared to 2011. Overall, the profit decline was
primarily driven by higher operating expenses, including higher employee expenses, offset in part by operating
leverage from organic revenue growth.
EMEA revenue represented 22.2% of consolidated revenue in 2012. Revenue for 2012 was $610.5 compared
to $555.8 in 2011, representing organic revenue growth of 6% after adjusting for currency translation effects. During
2012, Northern Europe and Germany showed double digit organic revenue growth, and the rest of EMEA showed
mid single digit organic revenue growth, while France and Spain revenue declined.
Cost of sales decreased to 70.9% of revenue in 2012, a 30 basis point improvement compared to 2011. The
improvement was mainly due to higher absorption of fixed costs associated with higher volume, improved pricing,
and benefits from restructuring activities and other cost reduction efforts, offset in part by higher commodity costs of
$10.2 and higher manufacturing overhead costs.
Operating expenses increased by $19.6 in 2012 due to higher employee expenses, including variable
compensation expense associated with our EVA-based bonus programs, annual employee merit increases and
additional headcount in support of sales and distribution, offset by $7.7 of favorable foreign currency translation
effects.
Restructuring costs of $8.0 incurred in 2012 primarily related to the project to reorganize our European
manufacturing operations, which we have completed.
Other
The Other category includes Asia Pacific, Designtex and PolyVision. Asia Pacific serves customers in Asia
and Australia primarily under the Steelcase brand with an emphasis on freestanding furniture systems, storage and
seating solutions. Designtex designs and sells surface materials including textiles and wall coverings which are
specified by architects and designers directly to end-use customers through a direct sales force. PolyVision
manufactures ceramic steel surfaces for use in multiple applications but primarily for sale to third-party fabricators to
create static whiteboards sold in the primary and secondary education markets in the U.S. and Europe. IDEO was
consolidated in the Other category through Q3 2011, but due to the ownership transition, our remaining 20% share
of IDEO income has been recorded as a non-operating item since Q4 2011. See Note 19 to the consolidated
financial statements for additional information.
22
Statement of Operations Data—Other
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charges
Restructuring costs
Operating income (loss)
$
258.8
100.0 % $
270.6
100.0% $
345.3
100.0%
169.4
—
89.4
83.6
24.8
1.1
(20.1)
$
65.5
—
34.5
32.3
9.6
0.4
(7.8)% $
178.4
1.2
91.0
76.6
—
(0.2)
14.6
65.9
0.4
33.7
28.3
—
—
214.9
0.1
130.3
110.0
—
3.3
62.2
—
37.8
31.9
—
1.0
5.4% $
17.0
4.9%
Organic Revenue Growth—Other
Prior year revenue
Divestitures
IDEO ownership transition
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Organic growth (decline) $
Organic growth (decline) %
________________________
Year Ended
February 22,
2013
270.6
$
February 24,
2012
345.3
$
(8.6)
—
0.1
262.1
258.8
$
(3.3)
$
(8.8)
(103.4)
5.0
238.1
270.6
32.5
(1)%
14%
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a quarterly basis during the current year.
Adjusted Operating Income—Other
Operating income (loss)
Add: goodwill impairment charges
Add: restructuring costs
Adjusted operating income
2013 compared to 2012
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
(20.1)
24.8
1.1
5.8
(7.8)% $
14.6
5.4% $
17.0
9.6
0.4
—
1.0
—
0.4
—
3.4
2.2 % $
15.6
5.8% $
20.4
4.9%
—
1.0
5.9%
The Other category reported an operating loss of $20.1 in 2013 compared to operating income of $14.6 in
2012. The 2013 results included a goodwill impairment charge of $24.8. Adjusted operating income decreased by
$9.8 primarily due to lower revenue in Asia Pacific, as well as higher operating expenses across the category.
Revenue of $258.8 in 2013 decreased by $11.8 compared to revenue of $270.6 in 2012. Excluding the
decrease in revenue due to the divestiture of a small division at PolyVision and currency translation effects, organic
revenue declined $3.3 or 1%, driven by a slowdown in demand in the Asia Pacific region.
Cost of sales as a percent of revenue decreased by 40 basis points in 2013 compared to 2012. The
improvement was primarily due to growth in higher-margin continuing business at Designtex, partially offset by a
higher mix of lower-margin project business in Asia Pacific.
Operating expenses increased by $7.0 to $83.6 in 2013 compared to $76.6 in 2012. The increase was driven
by higher variable compensation and employee-related costs across the category.
23
2012 compared to 2011
The Other category reported operating income of $14.6 in 2012 compared to $17.0 in 2011, which included
$11.8 from IDEO. Adjusted operating income decreased by $4.8 primarily due to the impact of the IDEO ownership
transition. In addition, improved results in Asia Pacific were offset in part by lower operating income from PolyVision
which was impacted by reduced funding for education from state and local governments in the United States.
Revenue of $270.6 in 2012 decreased by $74.7 compared to 2011 revenue of $345.3. Excluding the
decrease in revenue due to the IDEO ownership transition, the divestiture of a small division at PolyVision and
currency translation effects, organic revenue growth was $32.5 or 14%, driven by strength in the Asia Pacific region.
Cost of sales as a percent of revenue increased by 370 basis points in 2012 compared to 2011. After
adjusting for the impact of deconsolidating IDEO, cost of sales increased by 30 basis points. Higher absorption of
fixed costs associated with revenue growth in Asia Pacific was more than offset by unfavorable product mix and
lower absorption of fixed costs at PolyVision.
Operating expenses in the Other category decreased by $33.4 to $76.6 in 2012 compared to $110.0 in 2011.
The decrease was driven by the deconsolidation of IDEO in 2011, which had the effect of decreasing operating
expenses by $35.3.
Corporate
Corporate expenses include unallocated portions of shared service functions such as information technology,
human resources, finance, executive, corporate facilities, legal and research.
Operating expenses
Statement of Operations Data—Corporate
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
38.0 $
30.4 $
14.1
Operating expenses in 2013 include a $3.6 increase in reserves for environmental remediation costs
associated with a previously-owned manufacturing site. The increase in Corporate operating expenses in 2013 and
2012 primarily relates to higher variable compensation expense related to our EVA-based bonus programs.
Operating expenses in 2011 included a $13.2 gain from the ownership transition of IDEO. Related variable
compensation expense was allocated among the Americas and EMEA segments, the Other category and
Corporate.
Liquidity and Capital Resources
Liquidity
Based on current business conditions, we target a range of $75 to $150 in cash and cash equivalents and
short-term investments to fund day-to-day operations, including seasonal disbursements, particularly the annual
payment of accrued variable compensation and retirement plan contributions in Q1 of each fiscal year, when
applicable. In addition, we may carry additional liquidity for potential investments in strategic initiatives and as a
cushion against economic volatility.
Primary Liquidity Sources
Cash and cash equivalents
Short-term investments
Variable life company-owned life insurance
Availability under credit facilities
Total liquidity
February 22,
2013
February 24,
2012
$
150.4 $
100.5
116.2
174.2
$
541.3 $
112.1
79.1
113.1
174.2
478.5
As of February 22, 2013, we held a total of $250.9 in cash and cash equivalents and short-term investments.
All of our short-term investments are located in the U.S. Of our total $150.4 cash and cash equivalents,
approximately 68% was located in the U.S. and the remaining approximately 32%, or $47.7, was located outside of
the U.S., primarily in France, Canada, Malaysia and Mexico. The amounts located outside the U.S. would be
taxable if repatriated to the U.S., but we do not anticipate repatriating such amounts or needing them for operations
24
in the U.S. Such amounts are considered permanently reinvested in foreign subsidiaries or available to repay
intercompany debt, and in Canada and Mexico, such amounts are expected to be utilized to meet local working
capital requirements.
The majority of our short-term investments are maintained in the U.S. in a managed investment portfolio,
which primarily consists of U.S. agency debt securities, U.S. government debt securities, corporate debt securities
and municipal debt securities.
Our investments in variable life COLI policies are recorded at their net cash surrender value. We believe the
financial strength of the issuing insurance companies associated with our variable life COLI policies are sufficient to
meet their obligations. See Note 9 to the consolidated financial statements for more information.
Availability under credit facilities may be reduced by the use of cash and cash equivalents and short-term
investments for purposes other than the repayment of debt as a result of constraints related to our maximum
leverage ratio covenant. See Liquidity Facilities for more information.
The following table summarizes our consolidated statements of cash flows:
Net cash flow provided by (used in):
Cash Flow Data
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Cash provided by operating activities
Cash Flow Data—Operating Activities
Net income
Depreciation and amortization
Changes in cash surrender value of COLI
Goodwill impairment charges
Deferred income taxes
Changes in accounts receivable, inventories and accounts payable, net
of acquisitions, divestitures and deconsolidations
Changes in employee compensation liabilities
Changes in other operating assets and liabilities, net of acquisitions,
divestitures and deconsolidations
Other
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
187.3 $
101.7 $
72.7
(85.5)
(64.2)
0.7
38.3
112.1
203.2
(334.3)
(0.7)
(30.1)
142.2
$
150.4 $
112.1 $
(254.3)
211.1
1.6
31.1
111.1
142.2
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
38.8 $
56.7 $
58.3
1.8
59.9
(3.0)
(7.3)
5.8
(9.1)
42.1
56.4
(4.5)
—
13.6
(11.1)
(32.5)
(23.1)
46.2
20.4
64.4
(13.5)
—
11.3
(59.5)
3.4
29.6
16.6
72.7
Net cash provided by operating activities
$
187.3 $
101.7 $
The change in cash provided by operating activities in 2013 compared to 2012 was primarily due to an
increase in cash generated from operating results after consideration of the non-cash goodwill impairment charges.
The change in cash provided by operating activities in 2012 compared to 2011 was primarily due to an increase in
net income, partially offset by higher variable compensation payments in Q1 2012, and Q1 2011 included the
receipt of a U.S. income tax refund of approximately $20.
25
Cash provided by (used in) investing activities
Cash Flow Data—Investing Activities
Capital expenditures
Proceeds from disposal of fixed assets
Purchases of investments
Liquidations of investments
Proceeds from IDEO ownership transition
Acquisitions, net of cash acquired
Other
Net cash provided by (used in) investing activities
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
(74.0) $
15.5
(78.6)
62.6
—
(6.2)
(4.8)
(85.5) $
(64.9) $
11.7
(195.8)
466.1
—
(20.9)
7.0
203.2 $
(46.0)
44.9
(335.4)
59.0
29.8
—
(6.6)
(254.3)
Capital expenditures in 2013 were primarily related to investments in ongoing operations and product
development as well as spending on corporate facilities related to campus consolidation in the Americas. In Q4
2011, we issued $250 in unsecured unsubordinated senior notes, which generated net proceeds of $247 which
were subsequently invested in short-term investments. In Q2 2012, we liquidated these investments to repay $250
in senior notes. See Note 12 to the consolidated financial statements for additional information.
Cash provided by (used in) financing activities
Year Ended
Cash Flow Data—Financing Activities
February 22,
2013
February 24,
2012
(256.0) $
February 25,
2011
Borrowings (repayments) of short-term and long-term debt, net
$
(2.3) $
Dividends paid
Common stock repurchases
Other
(45.8)
(19.9)
3.8
(31.7)
(47.7)
1.1
243.1
(21.6)
(10.8)
0.4
Net cash provided by (used in) financing activities
$
(64.2) $
(334.3) $
211.1
In Q2 2012, we repaid $250.0 of senior notes at face value with the proceeds from the issuance of senior
notes in Q4 2011.
We paid dividends of $0.09, $0.06 and $0.04 per common share during each quarter in 2013, 2012 and 2011,
respectively. On March 27, 2013, our Board of Directors declared a dividend of $0.10 per common share to be paid
in Q1 2014.
During 2013, 2012 and 2011, we made common stock repurchases of $19.9, $47.7, and $10.8, respectively,
all of which related to our Class A Common Stock. As of February 22, 2013, we had $136.2 of remaining availability
under the $250 share repurchase program approved by our Board of Directors in Q4 2008.
Share repurchases of Class A Common Stock to enable participants to satisfy tax withholding obligations
upon vesting of restricted stock and restricted stock units, pursuant to the terms of our Incentive Compensation
Plan, were $3.0, $0.1 and $0.7 in 2013, 2012 and 2011, respectively.
Capital Resources
Off-Balance Sheet Arrangements
We are contingently liable under loan and lease guarantees for certain Steelcase dealers and joint ventures
in the event of default or non-performance of the financial repayment of a liability. In certain cases, we also
guarantee completion of contracts by our dealers. Due to the contingent nature of guarantees, the full value of the
guarantees is not recorded on our Consolidated Balance Sheets; however, when necessary, we record reserves to
cover potential losses. See Note 17 to the consolidated financial statements for additional information.
26
Contractual Obligations
Our contractual obligations as of February 22, 2013 were as follows:
Payments Due by Period
Contractual Obligations
Total
Less than
1 Year
1-3
Years
3-5
Years
After 5
Years
Long-term debt and short-term borrowings
$
289.0 $
2.6 $
4.8 $
31.4 $
250.2
Estimated interest on debt obligations
Operating leases
Committed capital expenditures
Purchase obligations
Other liabilities
Employee benefit and compensation obligations
132.1
141.6
22.2
52.8
1.9
264.7
17.3
42.7
22.2
34.8
1.9
91.6
34.6
58.2
—
14.1
—
51.9
32.4
26.3
—
3.9
—
34.1
47.8
14.4
—
—
—
87.1
Total
$
904.3 $
213.1 $
163.6 $
128.1 $
399.5
Total consolidated debt as of February 22, 2013 was $289.0. Of our total debt, $249.9 is in the form of term
notes due in 2021 and $38.4 is related to financing secured by our corporate aircraft.
We have commitments related to certain sales offices, showrooms, warehouses and equipment under non-
cancelable operating leases that expire at various dates through 2024. Minimum payments under operating leases,
net of sublease rental income, are presented in the contractual obligations table above.
Committed capital expenditures represent obligations we have related to property, plant and equipment
purchases.
We define purchase obligations as non-cancelable signed contracts to purchase goods or services beyond
the needs of meeting current backlog or production.
Other liabilities represent obligations for foreign exchange forward contracts.
Employee benefit obligations represent contributions and benefit payments expected to be made for our post-
retirement, pension, deferred compensation, defined contribution, severance arrangements and variable
compensation plans. Our obligations related to post-retirement benefit plans are not contractual, and the plans
could be amended at the discretion of the Compensation Committee of our Board of Directors. We limited our
disclosure of contributions and benefit payments to 10 years as information beyond this time period was not
available. See Note 13 to the consolidated financial statements for additional information.
The contractual obligations table above is current as of February 22, 2013. The amounts of these obligations
could change materially over time as new contracts or obligations are initiated and existing contracts or obligations
are terminated or modified. We expect our current cash and cash equivalents and short-term investment balances,
funds available under our credit facilities, funds available from COLI and cash generated from future operations to
be sufficient to fulfill our existing contractual obligations.
Liquidity Facilities
Our total liquidity facilities as of February 22, 2013 were:
Liquidity Facilities
Global committed bank facility
Various uncommitted lines
Total credit lines available
Less: borrowings outstanding
Available capacity
February 22,
2013
$
$
125.0
49.2
174.2
—
174.2
We have a $125 global committed five-year unsecured revolving syndicated credit facility which was entered
into in Q1 2013. The facility requires us to satisfy financial covenants including a maximum leverage ratio covenant
and a minimum interest coverage ratio covenant. Additionally, the facility requires us to comply with certain other
27
terms and conditions, including a restricted payment covenant which established a maximum level of dividends and/
or other equity-related distributions or payments (such as share repurchases) we may make in a fiscal year. As of
February 22, 2013, we were in compliance with all covenants under the facility.
The various uncommitted lines may be changed or canceled by the applicable lenders at any time. There
were no outstanding borrowings on uncommitted facilities as of February 22, 2013. In addition, we have a revolving
letter of credit agreement for $12.9 of which $12.1 was utilized primarily related to our self-insured workers’
compensation programs as of February 22, 2013. There were no draws on our standby letters of credit during 2013.
Total consolidated debt as of February 22, 2013 was $289.0. Our debt primarily consists of $249.9 in term
notes due in Q4 2021 with an effective interest rate of 6.6%. In addition, we have a term loan with a balance as of
February 22, 2013 of $38.4. This term loan has a floating interest rate based on 30-day LIBOR plus 3.35% and is
due in Q2 2017. The term notes are unsecured, the term loan is secured by two corporate aircraft, and neither the
term notes nor the term loan contain financial covenants or are cross-defaulted to other debt facilities.
See Note 12 to the consolidated financial statements for additional information.
Liquidity Outlook
Our current cash and cash equivalents and short-term investment balances, funds available under our credit
facilities, funds available from COLI and cash generated from future operations are expected to be sufficient to
finance our known or foreseeable liquidity needs. We believe the timing, strength and continuity of the economic
recovery across the geographies we serve remain uncertain which may continue to challenge our level of cash
generation from operations. We continue to maintain a conservative approach to liquidity and have flexibility over
significant uses of cash including our capital expenditures and discretionary operating expenses.
Our significant funding requirements include operating expenses, non-cancelable operating lease obligations,
capital expenditures, variable compensation and retirement plan contributions, dividend payments and debt service
obligations.
We expect capital expenditures to total approximately $80 in 2014 compared to $74 in 2013. This amount
includes the completion of our campus consolidation in North America, global product development projects and
manufacturing investments in both EMEA and the Americas. We closely manage capital spending to ensure we are
making investments that we believe will sustain our business and preserve our ability to introduce innovative new
products.
On March 27, 2013, we announced a quarterly dividend on our common stock of $0.10 per share, or $12.5, to
be paid in Q1 2014. Future dividends will be subject to approval by our Board of Directors and compliance with the
restricted payment covenant of our credit facilities.
Critical Accounting Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our
consolidated financial statements and accompanying notes. Our consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States of America. These principles require
the use of estimates and assumptions that affect amounts reported and disclosed in the consolidated financial
statements and accompanying notes. Although these estimates are based on historical data and management’s
knowledge of current events and actions it may undertake in the future, actual results may differ from the estimates
if different conditions occur. The accounting estimates that typically involve a higher degree of judgment and
complexity are listed and explained below. These estimates were discussed with the Audit Committee of our Board
of Directors and affect all of our segments.
Goodwill and Other Intangible Assets
Goodwill represents the difference between the purchase price and the related underlying tangible and
identifiable intangible net asset values resulting from business acquisitions. Annually in Q4, or earlier if conditions
indicate it is necessary, the carrying value of the reporting unit is compared to an estimate of its fair value. If the
estimated fair value of the reporting unit is less than the carrying value, goodwill is impaired and is written down to
its estimated fair value. Goodwill is assigned to and the fair value is tested at the reporting unit level. We evaluated
goodwill and intangible assets using five reporting units where goodwill is recorded: Americas, EMEA and Asia
Pacific, Designtex and PolyVision within the Other category.
28
Annually in Q4, or earlier if conditions indicate it is necessary, we also perform an impairment analysis of our
intangible assets not subject to amortization using an income approach based on the cash flows attributable to the
related products. An impairment loss is recognized if the carrying amount of a long-lived asset exceeds its
estimated fair value. In testing for impairment, we first determine if the asset is recoverable and then compare the
discounted cash flows over the asset’s remaining life to the carrying value.
During Q4 2013, we performed our annual impairment assessment of goodwill in our reporting units. In the
first step to test for potential impairment, we measured the estimated fair value of our reporting units using a
discounted cash flow valuation (“DCF”) method and reconciled the sum of the fair values of our reporting units to
our total market capitalization plus a control premium (our “adjusted market capitalization”). The control premium
represents an estimate associated with obtaining control of the company in an acquisition of the outstanding shares
of Class A Common Stock and Class B Common Stock. The DCF analysis used the present value of projected cash
flows and a residual value. Considerable management judgment is necessary to evaluate the impact of operating
changes and to estimate future cash flows in measuring fair value. Assumptions used in our impairment valuations,
such as forecasted growth rates and cost of capital, are consistent with our current internal projections.
As part of the reconciliation to our adjusted market capitalization, we made adjustments to the discount rates
used in calculating the estimated fair value of the reporting units. The discount rates ranged from 13.2% to 16.0%.
Due to the subjective nature of this reconciliation process, these assumptions could change over time, which may
result in future impairment charges.
Our annual goodwill impairment analysis resulted in impairment charges of $59.9 for goodwill related to
EMEA and Designtex within the Other category as discussed in Note 10 to the Consolidated Financial Statements.
There were no other impairments for our remaining reporting units.
As of February 22, 2013, we had remaining goodwill and net intangible assets recorded on our Consolidated
Balance Sheets as follows:
Reportable Segment
Americas
EMEA
Other category
Total
Goodwill
Other Intangible
Assets, Net
$
$
90.4 $
—
31.0
121.4 $
10.1
2.5
6.6
19.2
As of the valuation date, the enterprise value available for goodwill determined as described above is in
excess of the underlying reported value of goodwill as follows:
Americas
Other category
Reportable Segment
Enterprise Value
Available in Excess
of Goodwill
$
931.0
75.0
For each reporting unit, the excess enterprise value available for goodwill is primarily driven by the residual
value of future years. Thus, increasing the discount rate by 1%, leaving all other assumptions unchanged, would
reduce the enterprise value in excess of goodwill to the following amounts:
Americas
Other category
Reportable Segment
Enterprise Value
Available in Excess
of Goodwill
$
787.0
58.0
After recording impairment charges for the EMEA and Designtex reporting units discussed above, no
reporting units would have had goodwill balances in excess of enterprise value available for goodwill based on the
sensitivity analysis above.
See Note 2 and Note 10 to the consolidated financial statements for additional information.
29
Income Taxes
Our annual effective tax rate is based on income, statutory tax rates and tax planning strategies in various
jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and
respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in
evaluating tax positions. Tax positions are reviewed quarterly and balances are adjusted as new information
becomes available.
We are audited by the U.S. Internal Revenue Service under the Compliance Assurance Process (“CAP”).
Under CAP, the U.S. Internal Revenue Service works with large business taxpayers to identify and resolve issues
prior to the filing of a tax return. Accordingly, we expect to record minimal liabilities for U.S. Federal uncertain tax
positions. Tax positions are reviewed regularly for state, local and non-U.S. tax liabilities associated with uncertain
tax positions. Our liability for uncertain tax positions in these jurisdictions is $1.9.
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences
attributable to temporary differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which the temporary differences are expected to reverse. In
evaluating our ability to recover deferred tax assets within the jurisdiction from which they arise, we consider all
positive and negative evidence. These assumptions require significant judgment and are developed using forecasts
of future taxable income that are consistent with the internal plans and estimates we are using to manage the
underlying business. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in
the future.
In 2013, we implemented tax planning strategies resulting in excess foreign tax credits of $57.6. More
specifically, we converted a wholly owned French holding company from a disregarded entity to a controlled foreign
corporation for U.S. tax purposes, and the conversion caused outstanding intercompany debt to be treated as a
deemed dividend taxable in the U.S. Foreign taxes paid on the income that generated the deemed dividend
exceeded the U.S. tax cost creating excess foreign tax credits of $56.7. Other cash dividends received from our
Canadian subsidiary resulted in excess foreign tax credits of $0.9. The U.S. foreign tax credit carryforward period is
10 years. In addition, utilization of foreign tax credits is restricted to 35% of foreign source taxable income in that
year. Considering these limitations, we expect to utilize $21.0 of these excess foreign tax credits with the filing of
our 2013 tax return. We have projected our pretax domestic earnings and foreign source income based on
historical results and expect to fully utilize the remaining $36.6 excess foreign tax credits within the allowable
carryforward period.
Future tax benefits of tax loss and credit carryforwards are recognized to the extent that realization of these
benefits is considered more likely than not. As of February 22, 2013, we recorded tax benefits from the operating
loss carryforwards of $85.0, but we have also recorded valuation allowances totaling $66.5, which reduced our
recorded tax benefit to $18.5. Additionally, we have recognized tax benefits from tax credit carryforwards of $60.2. It
is considered more likely than not that a combined cash benefit of $78.7 will be realized on these carryforwards in
future periods. This determination is based on the expectation that related operations will be sufficiently profitable or
various tax, business and other planning strategies will enable us to utilize the carryforwards. To the extent that
available evidence raises doubt about the realization of a deferred tax asset, a valuation allowance is established or
adjusted.
As of February 22, 2013 we have recorded valuation allowances totaling $70.4 against deferred tax assets,
including net operating losses of $66.5 and other deductible temporary tax differences of $3.9 which, when
deducted, will increase net operating losses. In Q4 2013, we concluded that an additional valuation allowance of
$44.2 should be recorded against the deferred tax assets of our French group. In reaching this conclusion, we
considered the on-going economic downturn in EMEA, which led to lower than expected profits in the region,
significant goodwill impairment charges recorded in Q4 2013 and French law changes enacted in Q4 2013 which
further restricted the utilization of tax benefits from operating loss carryforwards. Also in Q4 2013, we concluded
that a reduction of $4.9 should be recorded to the valuation allowances against the deferred tax assets of our
trading company in the United Kingdom ("U.K."). In reaching this conclusion, we considered the fact that even
during the EMEA downturn, this trading company's sales and profitability have been on a sustained upward trend
leading to a cumulative three year profit in Q4 2013. We increased valuation allowances in Morocco and various
U.S. state and local jurisdictions by $0.4 and $0.3, respectively, as a result of changes in projected income during
the carryover period. The $18.5 of deferred tax assets related to net operating losses for which there is no
valuation allowance recorded as of February 22, 2013 is anticipated to be realized through future operating profits.
30
Our judgment related to the realization of deferred tax assets is based on current and expected market conditions
and could change in the event market conditions and our profitability in these jurisdictions differ significantly from
our current estimates.
A 10% decrease in the expected amount of cash benefit to be realized on the carryforwards would have
resulted in a decrease in net income for 2013 of approximately $8.
During 2013, we identified errors in our accounting for deferred income taxes which relate to periods prior to
2010. We believe the errors are not material to any prior period financial statements. The correction of the errors
had the effect of reducing long-term deferred income tax assets and retained earnings by $22.1 as of February 24,
2012 and February 25, 2011.
See Note 15 to the consolidated financial statements for additional information.
Pension and Other Post-Retirement Benefits
We sponsor a number of domestic and foreign plans to provide pension, medical and life insurance benefits
to retired employees. As of February 22, 2013 and February 24, 2012, the benefit obligations, fair value of plan
assets and funded status of these plans were as follows:
Benefit plan obligations
Fair value of plan assets
Funded status
Defined Benefit
Pension Plans
Post-Retirement
Plans
February 22,
2013
February 24,
2012
February 22,
2013
February 24,
2012
$
$
101.7 $
50.2
(51.5) $
95.0 $
49.1
(45.9) $
77.3 $
—
(77.3) $
90.9
—
(90.9)
The post-retirement medical and life insurance plans are unfunded. As of February 22, 2013, approximately
65% of our unfunded defined benefit pension obligations related to our non-qualified supplemental retirement plan
that is limited to a select group of management approved by the Compensation Committee. Our investments in
whole life COLI policies with a net cash surrender value of $109.6 as of February 22, 2013 are intended to be
utilized as a long-term funding source for post-retirement medical benefits, deferred compensation and
supplemental retirement plan obligations. The asset values of the whole life COLI policies are not segregated in a
trust specifically for the plans, thus are not considered plan assets. Changes in the values of these policies have no
effect on the post-retirement benefits expense, defined benefit pension expense or benefit obligations recorded in
the consolidated financial statements.
We recognize the cost of benefits provided during retirement over the employees’ active working lives.
Inherent in this approach is the requirement to use various actuarial assumptions to predict and measure costs and
obligations many years prior to the settlement date. Key actuarial assumptions that require significant management
judgment and have a material impact on the measurement of our consolidated benefits expense and benefit
obligations include, among others, the discount rate and health cost trend rates. These and other assumptions are
reviewed with our actuaries and updated annually based on relevant external and internal factors and information,
including, but not limited to, benefit payments, expenses paid from the fund, rates of termination, medical inflation,
technology and quality care changes, regulatory requirements, plan changes and governmental coverage changes.
To conduct our annual review of discount rates, we perform a matching exercise of projected plan cash flows
against spot rates on a yield curve comprised of high quality corporate bonds as of the measurement date (Ryan
ALM 45/95 curve). The measurement dates for our retiree benefit plans are consistent with our fiscal year-end.
Accordingly, we select discount rates to measure our benefit obligations that are consistent with market indices at
the end of each fiscal year.
Based on consolidated benefit obligations as of February 22, 2013, a one percentage point decline in the
weighted-average discount rate used for benefit plan measurement purposes would have changed the 2013
consolidated benefits expense by less than $1 and changed the consolidated benefit obligations by less than $14.
All obligation-related experience gains and losses are amortized using a straight-line method over the average
remaining service period of active plan participants.
To conduct our annual review of healthcare cost trend rates, we model our actual claims cost data over a
historical period, including an analysis of pre-65 versus post-65 age groups and other important demographic
31
components of our covered retiree population. This data is adjusted to eliminate the impact of plan changes and
other factors that would tend to distort the underlying cost inflation trends. Our initial healthcare cost trend rate is
reviewed annually and adjusted as necessary to remain consistent with recent historical experience and our
expectations regarding short-term future trends. As of February 22, 2013, our initial rate of 7.51% for pre-age 65
retirees was trended downward by each year, until the ultimate trend rate of 4.50% was reached. The ultimate trend
rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation
plus an appropriate healthcare cost premium. Post-age 65 trend rates are not applicable after 2012 due to our
change to a fixed subsidy for post-age 65 benefits.
Based on consolidated benefit obligations as of February 22, 2013, a one percentage point increase or
decrease in the assumed healthcare cost trend rates would have changed the 2013 consolidated benefits expense
by less than $1 and changed the consolidated benefit obligations by less than $1. All experience gains and losses
are amortized using a straight-line method, over at least the minimum amortization period prescribed by accounting
guidance.
Despite the previously described policies for selecting key actuarial assumptions, we periodically experience
material differences between assumed and actual experience. As of February 22, 2013 and February 24, 2012, we
had consolidated unamortized prior service credits and net experience gains of $23.4 recorded in Accumulated
other comprehensive income (loss) on the Consolidated Balance Sheets.
See Note 13 to the consolidated financial statements for additional information.
Forward-Looking Statements
From time to time, in written and oral statements, we discuss our expectations regarding future events and
our plans and objectives for future operations. These forward-looking statements discuss goals, intentions and
expectations as to future trends, plans, events, results of operations or financial condition, or state other information
relating to us, based on current beliefs of management as well as assumptions made by, and information currently
available to, us. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” or other similar
words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are
based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be
inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results
to vary from our expectations because of factors such as, but not limited to, competitive and general economic
conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other
Force Majeure events; changes in the legal and regulatory environment; our restructuring activities; changes in raw
materials and commodity costs; currency fluctuations; changes in customer demands; and the other risks and
contingencies detailed in this Report and our other filings with the SEC. We undertake no obligation to update,
amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Recently Issued Accounting Standards
See Note 3 to the consolidated financial statements for information regarding recently issued accounting
standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk:
We are exposed to market risks from foreign currency exchange, interest rates, commodity prices and fixed
income and equity prices, which could affect our operating results, financial position and cash flows.
Foreign Currency Exchange Risk
We are exposed to foreign currency exchange rate risk primarily on sales commitments, anticipated sales
and purchases and assets and liabilities denominated in currencies other than the U.S. dollar. In 2013, 2012 and
2011, we transacted business in 16 primary currencies worldwide, of which the most significant were the U.S. dollar,
the euro, the Canadian dollar and the pound sterling. Revenue from foreign locations represented approximately
34% of our consolidated revenue in 2013, 36% in 2012 and 38% in 2011. We actively manage the foreign currency
exposures that are associated with committed foreign currency purchases and sales created in the normal course
of business at the local entity level. Exposures that cannot be naturally offset within a local entity to an immaterial
amount are often hedged with foreign currency derivatives or netted with offsetting exposures at other entities. Our
32
results are affected by the strength of the currencies in countries where we manufacture or purchase goods relative
to the strength of the currencies in countries where our products are sold.
We estimate that an additional 10% strengthening of the U.S. dollar against local currencies would have
increased operating income by approximately $2 in 2013, driven in large part by the impacts to the euro-
denominated goodwill impairment charge and France tax valuation allowance adjustment in EMEA. We estimate
that an additional 10% strengthening of the U.S. dollar against local currencies would have decreased operating
income by approximately $2 in 2012 and 2011. These estimates assume no changes other than the exchange rate
itself. However, this quantitative measure has inherent limitations. The sensitivity analysis disregards the possibility
that rates can move in opposite directions and that gains from one currency may or may not be offset by losses
from another currency.
The translation of the assets and liabilities of our international subsidiaries is made using the foreign currency
exchange rates as of the end of the fiscal year. Translation adjustments are not included in determining net income
but are included in Accumulated other comprehensive income (loss) within shareholders’ equity on the
Consolidated Balance Sheets until a sale or substantially complete liquidation of the net investment in the
international subsidiary takes place. In certain markets, we could recognize a significant gain or loss related to
unrealized cumulative translation adjustments if we were to exit the market and liquidate our net investment. As of
February 22, 2013 and February 24, 2012, the cumulative net currency translation adjustments reduced
shareholders’ equity by $23.6 and $17.8, respectively.
Foreign currency exchange gains and losses reflect transaction gains and losses, which arise from monetary
assets and liabilities denominated in currencies other than a business unit’s functional currency. For 2013, net
transactions gains were $1.2, and for 2012 and 2011, net transaction losses were $0.3 and $1.2, respectively.
See Note 2 to the consolidated financial statements for additional information.
Interest Rate Risk
We are exposed to interest rate risk primarily on our short-term and long-term investments and short-term
and long-term borrowings. Our short-term investments are primarily invested in U.S. agency debt securities, U.S.
government debt securities and corporate debt securities. Additionally, we held auction rate securities with a par
value of $11.7 and Canadian par asset-backed commercial paper restructuring notes with a par value of $4.4 as of
February 22, 2013. These investments are classified as long-term since no liquid markets currently exist for these
securities. The risk on our short-term and long-term borrowings is primarily related to a loan with a balance of $38.4
and $40.8 as of February 22, 2013 and February 24, 2012, respectively. This loan bears a floating interest rate
based on 30-day LIBOR plus 3.35%.
We estimate a 1% increase in interest rates would have increased our results of operations by approximately
$1 in 2013 and 2012 and would not have had a material impact in 2011, mainly as a result of higher interest income
on our investments. Significant changes in interest rates could have an impact on the market value of our managed
fixed-income investment portfolio. However, this quantitative measure has inherent limitations since not all of our
investments are in similar asset classes. In addition, our investment manager actively manages certain
investments, thus our results could be better or worse than market returns. As of February 22, 2013, approximately
40% of our fixed-income investments mature within one year, approximately 27% in two years, approximately 16%
in three years and approximately 17% in four or more years.
See Note 6 and Note 12 to the consolidated financial statements for additional information.
Commodity Price Risk
We are exposed to commodity price risk primarily on our raw material purchases. These raw materials are not
rare or unique to our industry. The cost of steel, aluminum, other metals, wood, particleboard, petroleum-based
products and other commodities, such as fuel and energy, has fluctuated significantly in recent years due to
changes in global supply and demand. Our gross margins could be affected if these types of costs continue to
fluctuate. We actively manage these raw material costs through global sourcing initiatives and price increases on
our products. However, in the short-term, rapid increases in raw material costs can be very difficult to offset with
price increases because of contractual agreements with our customers, and it is difficult to find effective financial
instruments to hedge against such changes.
33
As a result of changes in commodity costs, cost of sales increased approximately $2, $38 and $10 during
2013, 2012 and 2011, respectively. The increase in commodity costs during 2013 was driven primarily by higher
steel and fuel costs. We estimate that a 1% increase in commodity prices, assuming no offsetting benefit of price
increases, would have decreased our operating income by approximately $24, $22 and $9 in 2013, 2012 and 2011,
respectively. This quantitative measure has inherent limitations given the likelihood of implementing pricing actions
to offset significant increases in commodity prices.
Fixed Income and Equity Price Risk
We are exposed to fixed income and equity price risk primarily on the cash surrender value associated with
our investments in variable life COLI policies. COLI income related to our investments in variable life COLI policies
is recorded in Investment income on the Consolidated Statements of Income. During 2013 and Q4 2012,
substantially all of our investments in variable life COLI policies were in fixed income securities. Prior to Q4 2012,
this allocation had been set at 80% fixed income and 20% equity. See Note 9 to the consolidated financial
statements for additional information.
We estimate a 10% adverse change in the value of the equity portion of our variable life COLI investments
would not have been material in 2013 and would have reduced our net income by approximately $2 in 2012 and
2011. We estimate that the risk of changes in the value of the variable life COLI investments due to other factors,
including changes in interest rates, yield curve and portfolio duration, would not have a material impact on our
results of operations or financial condition. This quantitative measure has inherent limitations since not all of our
investments are in similar asset classes. In addition, our investment manager actively manages certain
investments, thus our results could be better or worse than market returns.
See Note 6 and Note 9 to the consolidated financial statements for additional information.
34
Item 8. Financial Statements and Supplementary Data:
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining effective internal control over financial reporting.
This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America,
and that receipts and expenditures are being made only in accordance with authorizations of management and the
Board of Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only
reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions,
effectiveness of internal control over financial reporting may vary over time.
Management assessed the effectiveness of the system of internal control over financial reporting based on
the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this assessment, management determined that our system of internal control
over financial reporting was effective as of February 22, 2013.
Deloitte & Touche LLP, the independent registered certified public accounting firm that audited our financial
statements included in this annual report on Form 10-K, also audited the effectiveness of our internal control over
financial reporting, as stated in their report which is included herein.
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
STEELCASE INC.
GRAND RAPIDS, MICHIGAN
We have audited the internal control over financial reporting of Steelcase Inc. and subsidiaries (the
“Company”) as of February 22, 2013, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management
is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected
by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of February 22, 2013, based on the criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements and financial statement schedule listed in the Index at
Item 15 as of and for the year ended February 22, 2013 of the Company and our report dated April 19, 2013
expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
April 19, 2013
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
STEELCASE INC.
GRAND RAPIDS, MICHIGAN
We have audited the accompanying consolidated balance sheets of Steelcase Inc. and subsidiaries (the
“Company”) as of February 22, 2013 and February 24, 2012, and the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period
ended February 22, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15.
These financial statements and financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of Steelcase Inc. and subsidiaries at February 22, 2013 and February 24, 2012 and the results of their
operations and their cash flows for each of the three years in the period ended February 22, 2013, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of February 22, 2013, based on the
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated April 19, 2013 expressed an unqualified opinion
on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
April 19, 2013
37
STEELCASE INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
Year Ended
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charges
Restructuring costs
Operating income
Interest expense
Investment income
Other income, net
Income before income tax expense
Income tax expense
Net income
Earnings per share:
Basic
Diluted
Dividends declared and paid per common share
February 22,
2013
2,868.7 $
February 24,
2012
2,749.5 $
February 25,
2011
2,437.1
$
1,987.8
1,913.6
1,693.8
14.9
866.0
727.0
59.9
19.8
59.3
(17.8)
3.7
9.7
54.9
16.1
26.2
809.7
708.3
—
4.3
97.1
(25.6)
5.2
5.3
82.0
25.3
$
$
$
$
38.8 $
56.7 $
0.30 $
0.30 $
0.36 $
0.43 $
0.43 $
0.24 $
25.8
717.5
661.2
—
4.8
51.5
(19.3)
14.0
5.2
51.4
31.0
20.4
0.15
0.15
0.16
See accompanying notes to the consolidated financial statements.
38
STEELCASE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income
Other comprehensive income (loss), gross:
Unrealized gain (loss) on investments
Minimum pension liability
Derivative adjustments
Foreign currency translation adjustments
Total other comprehensive income (loss), gross
Other comprehensive income (loss), tax (expense) benefit:
Unrealized gain (loss) on investments
Minimum pension liability
Derivative adjustments
Foreign currency translation adjustments
Total other comprehensive income (loss), tax (expense) benefit
Other comprehensive income (loss), net:
Unrealized gain (loss) on investments
Minimum pension liability
Derivative adjustments
Foreign currency translation adjustments
Total other comprehensive income (loss), net
Comprehensive income
Accumulated other comprehensive income (loss):
Unrealized gain (loss) on investments
Minimum pension liability
Derivative adjustments
Foreign currency translation adjustments
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
38.8 $
56.7 $
20.4
$
$
$
$
$
2.5
—
—
(5.8)
(3.3) $
(0.9)
(0.8)
—
—
(1.7) $
1.6
(0.8)
—
(5.8)
(5.0) $
(0.7)
0.5
(0.2)
0.8
0.4 $
0.3
(0.6)
0.1
—
(0.2) $
(0.4)
(0.1)
(0.1)
0.8
0.2 $
3.2
15.9
(0.6)
5.6
24.1
(1.2)
(4.6)
0.2
—
(5.6)
2.0
11.3
(0.4)
5.6
18.5
33.8 $
56.9 $
38.9
0.6 $
(1.0) $
18.9
(0.1)
(23.6)
19.7
(0.1)
(17.8)
(0.6)
19.8
—
(18.6)
0.6
Total accumulated other comprehensive income (loss)
$
(4.2) $
0.8 $
See accompanying notes to the consolidated financial statements.
39
STEELCASE INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $14.5 and $19.6
Inventories
Deferred income taxes
Prepaid expenses
Other current assets
Total current assets
Property, plant and equipment, net of accumulated depreciation of $1,221.4 and
$1,215.3
Company-owned life insurance
Deferred income taxes
Goodwill
Other intangible assets, net of accumulated amortization of $46.6 and $60.2
Investments in unconsolidated affiliates
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Short-term borrowings and current portion of long-term debt
Accrued expenses
Employee compensation
Employee benefit plan obligations
Customer deposits
Product warranties
Other
Total current liabilities
Long-term liabilities:
Long-term debt less current maturities
Employee benefit plan obligations
Other long-term liabilities
Total long-term liabilities
Total liabilities
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, 86,010,584
and 85,260,736 issued and outstanding
Class B common stock-no par value; 475,000,000 shares authorized, 39,154,003
and 41,228,593 issued and outstanding
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
February 22,
2013
February 24,
2012
$
$
$
150.4 $
100.5
287.3
137.5
56.2
17.9
28.8
778.6
353.2
225.8
101.7
121.4
19.2
53.3
36.4
1,689.6 $
198.6 $
2.6
129.4
23.8
13.5
14.1
102.8
484.8
286.4
158.0
92.4
536.8
1,021.6
—
—
112.1
79.1
271.4
139.5
42.4
17.5
40.1
702.1
346.9
227.6
110.4
176.6
18.8
47.7
48.8
1,678.9
191.3
2.6
123.0
22.6
15.0
14.0
93.4
461.9
288.9
161.1
80.5
530.5
992.4
—
1.1
—
27.2
(4.2)
645.0
668.0
1,689.6 $
—
32.6
0.8
652.0
686.5
1,678.9
$
See accompanying notes to the consolidated financial statements.
40
675.5
0.3
(10.8)
0.4
6.5
0.1
—
7.0
18.5
(21.6)
20.4
696.3
0.3
(47.7)
1.1
11.3
0.2
(31.7)
56.7
686.5
0.3
(19.9)
3.8
9.3
(5.0)
(45.8)
38.8
668.0
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions, except share and per share data)
STEELCASE INC.
Common
Shares
Outstanding
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
Shareholders’
Equity
132,963,211
$
57.0
$
— $
8.2
$
(17.9) $
628.2
$
41,720
0.3
(1,001,590)
(10.8)
February 26, 2010
Common stock issuance
Common stock repurchases
Tax effect of exercise of stock awards
Stock compensation related to IDEO ownership
transition
Restricted stock expense
Restricted stock units converted to common stock
231,227
Performance share, performance units and restricted
stock units expense
0.1
1.9
0.4
6.5
(1.9)
7.0
Restricted stock units issued as common stock
18,166
Performance units and restricted stock units expense
Other comprehensive income
Dividends paid ($0.16 per share)
Net income
February 25, 2011
Common stock issuance
Common stock repurchases
Tax effect of exercise of stock awards
Other comprehensive income
Dividends paid ($0.24 per share)
Net income
February 24, 2012
Common stock issuance
Common stock repurchases
Tax effect of exercise of stock awards
Performance units issued as common stock
Restricted stock units issued as common stock
Performance units and restricted stock units expense
Other comprehensive income (loss)
Dividends paid ($0.36 per share)
Net income
February 22, 2013
18.5
(21.6)
20.4
132,234,568
$
48.5
$
— $
20.2
$
0.6
$
627.0
$
38,888
0.3
(5,802,293)
(47.7)
1.1
11.3
0.2
(31.7)
56.7
126,489,329
$
1.1
$
— $
32.6
$
0.8
$
652.0
$
43,238
(2,346,590)
(1.1)
763,425
215,185
0.3
(18.8)
3.8
9.3
125,164,587
$
— $
— $
27.2
$
(4.2) $
645.0
$
(5.0)
(45.8)
38.8
See accompanying notes to the consolidated financial statements.
41
STEELCASE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Changes in cash surrender value of COLI
Goodwill impairment charges
Loss (gain) on disposal of fixed assets
Gain from IDEO ownership transition
Deferred income taxes
Pension and post-retirement plans cost (benefit)
Restructuring costs
Non-cash stock compensation
Other
Changes in operating assets and liabilities, net of acquisitions, divestitures and
deconsolidations:
Accounts receivable
Inventories
Other assets
Accounts payable
Employee compensation liabilities
Employee benefit obligations
Accrued expenses and other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Capital expenditures
Proceeds from disposal of fixed assets
Purchases of investments
Liquidations of investments
Proceeds from IDEO ownership transition
Acquisitions, net of cash acquired
Other
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
Dividends paid
Common stock repurchases
Excess tax benefit from vesting of stock awards
Borrowings of long-term debt, net of issuance costs
Repayments of long-term debt
Borrowings of lines of credit
Repayments of lines of credit
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental Cash Flow Information:
Income taxes paid, net of refunds received
Interest paid, net of amounts capitalized
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
38.8
$
56.7
$
20.4
58.3
1.8
59.9
1.6
—
(3.0)
1.0
34.7
9.6
(4.8)
(12.8)
2.1
2.4
3.4
5.8
(2.9)
(8.6)
187.3
(74.0)
15.5
(78.6)
62.6
—
(6.2)
(4.8)
(85.5)
(45.8)
(19.9)
3.8
0.3
(2.6)
1.5
(1.5)
(64.2)
0.7
38.3
112.1
56.4
(4.5)
—
4.6
—
13.6
(0.9)
30.5
11.6
0.4
8.0
(17.1)
7.3
(2.0)
(32.5)
(0.4)
(30.0)
101.7
(64.9)
11.7
(195.8)
466.1
—
(20.9)
7.0
203.2
(31.7)
(47.7)
1.1
0.2
(255.5)
—
(0.7)
(334.3)
(0.7)
(30.1)
142.2
$
$
$
150.4
$
112.1
$
9.4
17.4
$
$
10.7
26.2
$
$
64.4
(13.5)
—
(5.7)
(13.2)
11.3
4.0
30.6
7.4
(6.5)
(65.2)
(28.5)
10.9
34.2
3.4
(23.0)
41.7
72.7
(46.0)
44.9
(335.4)
59.0
29.8
—
(6.6)
(254.3)
(21.6)
(10.8)
0.4
247.4
(2.8)
0.2
(1.7)
211.1
1.6
31.1
111.1
142.2
(2.3)
17.7
See accompanying notes to the consolidated financial statements.
42
STEELCASE INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
NATURE OF OPERATIONS
Steelcase is the global leader in furnishing the work experience in office environments. Founded in 1912, we
are headquartered in Grand Rapids, Michigan, U.S.A. and employ approximately 10,400 employees. We operate
manufacturing and distribution center facilities in 21 principal locations. We distribute products through various
channels, including independent and company-owned dealers, in more than 800 locations throughout the world,
and have led the global office furniture industry in revenue every year since 1974. We operate under the Americas
and EMEA reportable segments plus an “Other” category. Additional information about our reportable segments is
contained in Note 18.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Steelcase Inc. and its subsidiaries. We
consolidate entities in which we maintain a controlling interest. All material intercompany transactions and balances
have been eliminated in consolidation. We also consolidate variable interest entities when appropriate.
Investments in entities where our equity ownership falls between 20% and 50%, or where we otherwise have
significant influence, are accounted for under the equity method of accounting. All other investments in
unconsolidated affiliates are accounted for under the cost method of accounting. These investments are reported as
Investments in unconsolidated affiliates on the Consolidated Balance Sheets, and income from equity method and
cost method investments are reported in Other income, net on the Consolidated Statements of Income. See Note
11 for additional information.
Fiscal Year
Our fiscal year ends on the last Friday in February with each fiscal quarter including 13 weeks. In addition,
reference to a year relates to the fiscal year, ended in February of the year indicated, rather than the calendar year,
unless indicated by a specific date. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third and fourth
quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share data, data
presented as a percentage or as otherwise indicated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the amounts and
disclosures in the consolidated financial statements and accompanying notes. Although these estimates are based
on historical data and management’s knowledge of current events and actions we may undertake in the future,
actual results may differ from these estimates under different assumptions or conditions.
Foreign Currency
For most international operations, local currencies are considered the functional currencies. We translate
assets and liabilities of these subsidiaries to their U.S. dollar equivalents at exchange rates in effect as of the
balance sheet date. Translation adjustments are not included in determining net income, but are recorded in
Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets until a sale or substantially
complete liquidation of the net investment in the international subsidiary takes place. We translate Consolidated
Statements of Income accounts at average exchange rates for the period.
Foreign currency transaction gains and losses, net of derivatives, arising primarily from changes in exchange
rates on foreign currency denominated intercompany working capital loans and other intercompany transactions
and balances between foreign locations, are recorded in Other income (expense), net.
Cash and Cash Equivalents
Cash and cash equivalents include demand bank deposits and highly liquid investment securities with an
original maturity of three months or less. Cash equivalents are reported at cost and approximate fair value.
Outstanding checks in excess of funds on deposit are classified as Accounts payable on the Consolidated Balance
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Sheets. Our restricted cash balance was $3.5 as of February 22, 2013 and February 24, 2012 and consisted
primarily of funds held in escrow for potential future workers’ compensation claims.
Allowances for Credit Losses
Allowances for credit losses related to accounts receivable and notes receivable are maintained at a level
considered by management to be adequate to absorb an estimate of probable future losses existing at the balance
sheet date. In estimating probable losses, we review accounts that are past due or in bankruptcy. We consider an
accounts receivable or notes receivable balance past due when payment is not received within the stated terms.
We review accounts that may have higher credit risk using information available about the customer or dealer, such
as financial statements, news reports and published credit ratings. We also use general information regarding
industry trends, the economic environment and information gathered through our network of field-based employees.
Using an estimate of current fair market value of any applicable collateral and other credit enhancements, such as
third party guarantees, we arrive at an estimated loss for specific concerns and estimate an additional amount for
the remainder of trade balances based on historical trends and other factors previously referenced. Receivable
balances are written off when we determine the balance is uncollectible. Subsequent recoveries, if any, are credited
to bad debt expense when received.
Concentrations of Credit Risk
Our trade receivables are primarily due from independent dealers who, in turn, carry receivables from their
customers. We monitor and manage the credit risk associated with individual dealers and direct customers where
applicable. Dealers are responsible for assessing and assuming credit risk of their customers and may require their
customers to provide deposits, letters of credit or other credit enhancement measures. Some sales contracts are
structured such that the customer payment or obligation is direct to us. In those cases, we may assume the credit
risk. Whether from dealers or customers, our trade credit exposures are not concentrated with any particular entity.
Inventories
Inventories are stated at the lower of cost or market. The Americas segment primarily uses the last in, first out
(“LIFO”) method to value its inventories. The EMEA segment values inventories primarily using the first in, first out
method. Businesses within the Other category primarily use the first in, first out or the average cost inventory
valuation methods. See Note 7 for additional information.
Property, Plant and Equipment
Property, plant and equipment, including some internally-developed internal use software, are stated at cost.
Major improvements that materially extend the useful lives of the assets are capitalized. Expenditures for repairs
and maintenance are charged to expense as incurred. Depreciation is provided using the straight-line method over
the estimated useful lives of the assets.
Long-lived assets such as property, plant and equipment are tested for impairment when conditions indicate
that the carrying value may not be recoverable. We evaluate several conditions, including, but not limited to, the
following: a significant decrease in the market price of an asset or an asset group; a significant adverse change in
the extent or manner in which a long-lived asset is being used, including an extended period of idleness; and a
current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of
significantly before the end of its previously estimated useful life. We review the carrying value of our long-lived
assets held and used using estimates of future undiscounted cash flows. If the carrying value of a long-lived asset
is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-
lived asset exceeds its fair value.
When assets are classified as “held for sale,” losses are recorded for the difference between the carrying
amount of the property, plant and equipment and the estimated fair value less estimated selling costs. Assets are
considered “held for sale” when it is expected that the asset is going to be sold within twelve months. See Note 8 for
additional information.
Operating Leases
Rent expense under operating leases is recorded on a straight-line basis over the lease term unless the lease
contains an escalation clause which is not fixed and determinable. The lease term begins when we have the right to
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
control the use of the leased property, which is typically before rent payments are due under the terms of the lease.
If a lease has a fixed and determinable escalation clause, the difference between rent expense and rent paid is
recorded as deferred rent. Rent expense under operating leases that do not have an escalation clause or where
escalation is based on an inflation index is expensed over the lease term as it is payable. See Note 17 for additional
information.
Goodwill and Other Intangible Assets
Goodwill represents the difference between the purchase price and the related underlying tangible and
identifiable intangible net asset values resulting from business acquisitions. Annually in Q4, or earlier if conditions
indicate it is necessary, the carrying value of the reporting unit is compared to an estimate of its fair value. If the
estimated fair value of the reporting unit is less than the carrying value, goodwill is impaired and is written down to
its estimated fair value. Goodwill is assigned to and the fair value is tested at the reporting unit level. We evaluate
goodwill and intangible assets using five reporting units where goodwill is recorded: the Americas, EMEA, Asia
Pacific, Designtex and PolyVision. See Note 10 for additional information.
Other intangible assets subject to amortization consist primarily of proprietary technology, trademarks,
customer relationships and non-compete agreements and are amortized over their estimated useful economic lives
using the straight-line method. Other intangible assets not subject to amortization, consisting of certain trademarks,
are accounted for and evaluated for potential impairment in a manner consistent with goodwill. See Note 10 for
additional information.
Contingencies
Loss contingencies are accrued if the loss is probable and the amount of the loss can be reasonably
estimated. Legal costs associated with potential loss contingencies are expensed as incurred. We are involved in
litigation from time to time in the ordinary course of our business. Based on known information, we do not believe
we are party to any lawsuit or proceeding that is likely to have a material adverse impact on the consolidated
financial statements.
Self-Insurance
We are self-insured for certain losses relating to domestic workers’ compensation, product liability, and
employee medical, dental, and short-term disability claims. We purchase insurance coverage to reduce our
exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the
aggregate liability for uninsured claims incurred as of the balance sheet date using current and historical claims
experience and certain actuarial assumptions. These estimates are subject to uncertainty due to a variety of factors,
including extended lag times in the reporting and resolution of claims, and trends or changes in claim settlement
patterns, insurance industry practices and legal interpretations. As a result, actual costs could differ significantly
from the estimated amounts. Adjustments to estimated reserves are recorded in the period in which the change in
estimate occurs.
Our total reserve for estimated domestic workers’ compensation claim costs incurred as of February 22, 2013
and February 24, 2012 was $15.9 and $16.3, respectively. Our reserve for estimated domestic workers’
compensation claims expected to be paid within one year as of February 22, 2013 and February 24, 2012 was $4.8
and $4.7, respectively, and is included in Accrued expenses: Other on the Consolidated Balance Sheets, while our
reserve for estimated domestic workers’ compensation claims expected to be paid beyond one year is included in
Other long-term liabilities on the Consolidated Balance Sheets. During Q2 2011, we recognized a change in
estimate, decreasing the reserve for estimated domestic workers’ compensation claim costs by $3.7. The change in
estimate was mainly due to the continuation of favorable trends in past experience.
Our reserve for estimated product liability claim costs incurred as of February 22, 2013 and February 24,
2012 was $5.3 and $5.0, respectively, and is included in Accrued expenses: Other on the Consolidated Balance
Sheets. During Q2 2011, we recognized a change in estimate, decreasing the reserve for estimated product liability
claim costs by $3.0. The change in estimate was due to the continuation of favorable trends in past experience.
The estimate for employee medical, dental, and short-term disability claims incurred as of February 22, 2013
and February 24, 2012 was $3.0 and $4.2, respectively, and is recorded within Accrued expenses: Other on the
Consolidated Balance Sheets.
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Product Warranties
We offer warranties ranging from 8 years to lifetime for most products, subject to certain exceptions. These
warranties provide for the free repair or replacement of any covered product, part or component that fails during
normal use because of a defect in materials or workmanship. The accrued liability for product warranties is based
on an estimated amount needed to cover product warranty costs, including product recall and retrofit costs incurred
as of the balance sheet date determined by historical claims experience and our knowledge of current events and
actions.
Roll-Forward of Accrued
Liability for Product Warranties
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
Balance as of beginning of period
$
29.9 $
31.3 $
Accruals related to product warranties, recalls and retrofits
Adjustments related to changes in estimates
Reductions for settlements
Currency translation adjustments
Balance as of end of period
10.7
(0.3)
(9.4)
0.2
11.1
1.9
(14.4)
—
$
31.1 $
29.9 $
22.1
17.5
6.0
(14.3)
—
31.3
In Q2 2011, we increased the estimate of our general reserve for warranty claims by $6.0. The increase in our
general warranty reserve was linked to implementation of new software supporting our claims management
processes, which allowed us to more deeply understand our historical experience as a foundation for estimating
future claims. In addition, during Q2 2011, we recorded a specific product warranty charge of $4.7 for estimated
expenses related to a retrofit project.
Our reserve for estimated settlements expected to be paid beyond one year as of February 22, 2013 and
February 24, 2012 was $17.0 and $15.9, respectively, and is included in Other long-term liabilities on the
Consolidated Balance Sheets.
Pension and Other Post-Retirement Benefits
We sponsor a number of domestic and foreign plans to provide pension benefits and medical and life
insurance benefits to retired employees. We measure the net over-funded or under-funded positions of our defined
benefit pension plans and post-retirement benefit plans as of the fiscal year end and display that position as an
asset or liability on the Consolidated Balance Sheets. Any unrecognized prior service cost, experience gains/losses
or transition obligation is reported as a component of Accumulated Other Comprehensive Income (Loss), net of tax,
in shareholders’ equity. See Note 13 for additional information.
Environmental Matters
Environmental expenditures related to current operations are expensed or capitalized as appropriate.
Expenditures related to an existing condition allegedly caused by past operations, and not associated with current
or future revenue generation, are expensed. Generally, the timing of these accruals coincides with completion of a
feasibility study or our commitment to a formal plan of action. Liabilities are recorded on an undiscounted basis
unless site-specific plans indicate the amount and timing of cash payments are fixed or reliably determinable. We
have ongoing monitoring and identification processes to assess how the activities, with respect to the known
exposures, are progressing against the accrued cost estimates, as well as to identify other potential remediation
sites that are presently unknown. The liability for environmental contingencies included in Accrued expenses: Other
on the Consolidated Balance Sheets was $5.6 and $1.4 as of February 22, 2013 and February 24, 2012,
respectively. These liabilities were discounted using a rate of 3.2% as of February 22, 2013. The increase in the
liability balance as of February 22, 2013 is primarily due to a change in estimate regarding the length of time for
which remediation activities will take place at a previously owned manufacturing location. Our undiscounted
liabilities were $7.2 and $3.2 as of February 22, 2013 and February 24, 2012, respectively. Based on our ongoing
evaluation of these matters, we believe we have accrued sufficient reserves to absorb the costs of all known
environmental assessments and the remediation costs of all known sites.
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Asset Retirement Obligations
We record all known asset retirement obligations for which the liability’s fair value can be reasonably
estimated. We also have known conditional asset retirement obligations that are not reasonably estimable due to
insufficient information about the timing and method of settlement of the obligation. Accordingly, these obligations
have not been recorded in the consolidated financial statements. A liability for these obligations will be recorded in
the period when sufficient information regarding timing and method of settlement becomes available to make a
reasonable estimate of the liability’s fair value. In addition, there may be conditional asset retirement obligations we
have not yet discovered, and therefore, these obligations also have not been included in the consolidated financial
statements.
Revenue Recognition
Revenue consists substantially of product sales and related service revenue. Product sales are reported net
of discounts and estimated returns and allowances and are recognized when title and risks associated with
ownership have passed to the dealer or customer. Typically, this is when product is shipped to the dealer. When
product is shipped directly to an end customer, revenue is typically recognized upon delivery or upon acceptance by
the end customer. Revenue from services is recognized when the services have been rendered. Total revenue does
not include sales tax, as we consider ourselves a pass-through entity for collecting and remitting sales taxes.
Cost of Sales
Cost of sales includes material, labor and overhead. Included within these categories are such items as
compensation expense, depreciation, facilities expense, inbound freight charges, warehousing costs, shipping and
handling expenses, internal transfer costs and other costs of our distribution network.
Operating Expenses
Operating expenses include selling, general and administrative expenses not directly related to the
manufacturing of our products. Included in these expenses are items such as compensation expense, depreciation,
facilities expense, research and development expense, rental expense, royalty expense, information technology
services, legal and other professional services and travel and entertainment expense.
Research and Development Expenses
Research and development expenses, which are expensed as incurred, were $36.0 for 2013, $35.8 for 2012
and $32.0 for 2011. Royalties are sometimes paid to external designers of our products as the products are sold.
These costs are not included in the research and development expenses.
Income Taxes
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences
attributable to temporary differences between the consolidated financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. These deferred income tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are
expected to reverse. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized
in income in the period that includes the enactment date.
We have net operating loss carryforwards available in certain jurisdictions to reduce future taxable income.
Future tax benefits associated with net operating loss carryforwards are recognized to the extent that realization of
these benefits is considered more likely than not. This determination is based on the expectation that related
operations will be sufficiently profitable or various tax, business and other planning strategies will enable us to
utilize the net operating loss carryforwards. In making this determination we consider all available positive and
negative evidence. To the extent that available evidence raises doubt about the realization of a deferred income tax
asset, a valuation allowance is established.
We recognize the tax benefits from uncertain tax positions only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax
benefits from uncertain tax positions recognized are reflected at the amounts most likely to be sustained on
examination. See Note 15 for additional information.
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Stock-Based Compensation
Our stock-based compensation consists of restricted stock units and performance units. Our policy is to
expense stock-based compensation using the fair-value based method of accounting for all awards granted,
modified or settled.
Restricted stock units and performance units are credited to equity as they are expensed over the requisite
service periods based on the grant-date fair value of the shares expected to be issued. See Note 16 for additional
information.
Financial Instruments
The carrying amounts of our financial instruments, consisting of cash and cash equivalents, accounts and
notes receivable, accounts and notes payable and certain other liabilities, approximate their fair value due to their
relatively short maturities. Our short-term investments, foreign exchange forward contracts and long-term
investments are measured at fair value on the Consolidated Balance Sheets. Our total debt is carried at cost and
was $289.0 and $291.5 as of February 22, 2013 and February 24, 2012, respectively. The fair value of our total
debt is measured using a discounted cash flow analysis based on current market interest rates for similar types of
instruments and was approximately $321 and $305 as of February 22, 2013 and February 24, 2012, respectively.
The estimation of the fair value of our total debt represents a Level 2 measurement.
See Note 6 and Note 12 for additional information.
We periodically use derivative financial instruments to manage exposures to movements in interest rates and
foreign exchange rates. The use of these financial instruments modifies the exposure of these risks with the
intention to reduce our risk of short-term volatility. We do not use derivatives for speculative or trading purposes.
Foreign Exchange Forward Contracts
A portion of our revenue and earnings is exposed to changes in foreign exchange rates. We seek to manage
our foreign exchange risk largely through operational means, including matching same currency revenue with same
currency costs and same currency assets with same currency liabilities. Foreign exchange risk is also managed
through the use of derivative instruments. Foreign exchange forward contracts serve to mitigate the risk of
translation of certain foreign denominated net income, assets and liabilities. We primarily use derivatives for
intercompany working capital loans and certain forecasted transactions. The foreign exchange forward contracts
relate principally to the euro, pound sterling, Canadian dollar and Mexican peso and have maturity dates less than
one year. See Note 6 for additional information.
Assets and liabilities related to derivative instruments as of February 22, 2013 and February 24, 2012 are
summarized below:
Consolidated Balance Sheets
Other current assets
Accrued expenses
Total net fair value of derivative instruments (1)
________________________
February 22,
2013
February 24,
2012
$
$
1.3 $
(1.9)
(0.6) $
0.9
(2.1)
(1.2)
(1) The notional amounts of the outstanding foreign exchange forward contracts were $115.0 as of February 22,
2013 and $115.2 as of February 24, 2012.
Net gains (losses) recognized from derivative instrument activity in 2013, 2012 and 2011 are summarized
below:
Gain (Loss) Recognized in Consolidated Statements of Income
Cost of sales
Operating expenses
Other income, net
Total net gains (losses)
48
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
0.2 $
0.1
(0.5)
(0.2) $
0.3 $
0.1
4.8
5.2 $
(0.8)
0.1
(1.8)
(2.5)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
3.
NEW ACCOUNTING STANDARDS
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The guidance
requires an entity to present significant amounts reclassified out of accumulated other comprehensive income by
the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting
period. This presentation may be either on the face of the statement where net income is presented or as a
separate disclosure in the notes to the financial statements. For other significant amounts not required to be
reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that
provide additional detail about the reclassification amounts is required. These provisions are effective for the
Company beginning in Q1 2014, applied prospectively. This update impacts disclosures only, and therefore
adoption will not have an impact on our consolidated financial position, results of operations or cash flows.
In July 2012, the FASB amended Accounting Standards Codification ("ASC") 350, Intangibles — Goodwill
and Other. This amendment is intended to reduce the cost and complexity of the annual impairment test for
indefinite-lived intangible assets other than goodwill by providing entities an option to perform a qualitative
assessment to determine whether further impairment testing is necessary. The amended provisions are effective for
the Company beginning in Q1 2014; however, early adoption is permitted. This amendment impacts impairment
testing steps only, and therefore adoption will not have an impact on our consolidated financial position, results of
operations or cash flows.
In June 2011, the FASB amended ASC 220, Comprehensive Income. The amendment requires companies to
present the components of net income and other comprehensive income either as one continuous statement or as
two separate but consecutive statements. We adopted the amended provisions in Q1 2013, electing to present the
components of net income and other comprehensive income as two separate but consecutive statements. This
amendment did not have an impact on the Company’s consolidated financial position, results of operations or cash
flows.
4.
CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS
During 2013, we identified errors in our accounting for deferred income taxes which relate to periods prior to
2010. We believe the errors are not material to any prior period financial statements. The correction of the errors
had the effect of reducing long-term deferred income tax assets and retained earnings by $22.1. The Consolidated
Balance Sheet as of February 24, 2012, the Consolidated Statements of Changes in Shareholders Equity as of
February 24, 2012 and February 25, 2011, and the relevant income tax and segment asset disclosures presented in
this Form 10-K have been restated to reflect this correction. These errors were associated with periods prior to
2010, and therefore did not impact the Consolidated Statements of Income or the Consolidated Statements of Cash
Flows for 2012 and 2011.
5.
EARNINGS PER SHARE
Earnings per share is computed using the two-class method. The two-class method determines earnings per
share for each class of common stock and participating securities according to dividends or dividend equivalents
and their respective participation rights in undistributed earnings. Participating securities include performance units
and restricted stock units in which the participants have non-forfeitable rights to dividends or dividend equivalents
during the performance period. Diluted earnings per share includes the effects of options and certain performance
units in which the participants have forfeitable rights to dividends or dividend equivalents during the performance
period.
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Net income
Computation of Earnings per Share
Adjustment for earnings attributable to participating securities
Net income used in calculating earnings per share
Weighted-average common shares outstanding including participating
securities (in millions)
Adjustment for participating securities (in millions)
Shares used in calculating basic earnings per share (in millions)
Effect of dilutive stock-based compensation (in millions)
Shares used in calculating diluted earnings per share (in millions)
Earnings per share:
Basic
Diluted
Total common shares outstanding at period end (in millions)
Anti-dilutive options and performance units excluded from computation
of diluted earnings per share (in millions)
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
$
$
$
38.8 $
56.7 $
(0.6)
(1.0)
38.2 $
55.7 $
127.4
(1.8)
125.6
1.7
127.3
131.9
(2.3)
129.6
—
129.6
0.30 $
0.30 $
0.43 $
0.43 $
125.2
126.5
20.4
(0.3)
20.1
132.9
(2.0)
130.9
—
130.9
0.15
0.15
132.2
—
3.5
3.3
6.
FAIR VALUE
Fair value measurements are classified under the following hierarchy:
Level 1 — Inputs based on quoted market prices for identical assets or liabilities in active markets at the
measurement date.
Level 2 — Inputs based on quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived valuations in which all
significant inputs or significant value-drivers are observable in active markets.
Level 3 — Inputs reflect management’s best estimate of what market participants would use to price the
asset or liability at the measurement date in model-driven valuations. The inputs are unobservable in the
market and significant to the instrument’s valuation.
Fair value measurements are classified according to the lowest level input or value-driver that is significant to
the valuation. A measurement may therefore be classified within Level 3 even though there may be other significant
inputs that are readily observable.
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Assets and liabilities measured at fair value in our Consolidated Balance Sheets as of February 22, 2013 and
February 24, 2012 are summarized below:
Fair Value of Financial Instruments
Level 1
Level 2
Level 3
Total
February 22, 2013
Assets:
Cash and cash equivalents
Restricted cash
Managed investment portfolio and other investments
Corporate debt securities
U.S. agency debt securities
U.S. government debt securities
Asset backed securities
Municipal debt securities
Other investments
Foreign exchange forward contracts
Auction rate securities
Canadian asset-backed commercial paper restructuring
notes
Liabilities:
Foreign exchange forward contracts
$
150.4 $
3.5
—
—
4.4
—
—
—
—
—
—
— $
—
30.3
44.1
—
5.5
14.1
2.1
1.3
—
—
— $
150.4
—
—
—
—
—
—
—
—
9.8
3.5
3.5
30.3
44.1
4.4
5.5
14.1
2.1
1.3
9.8
3.5
$
$
$
158.3 $
97.4 $
13.3 $
269.0
— $
— $
(1.9) $
(1.9) $
— $
— $
(1.9)
(1.9)
Fair Value of Financial Instruments
Level 1
Level 2
Level 3
Total
February 24, 2012
Assets:
Cash and cash equivalents
Restricted cash
Managed investment portfolio and other investments
Corporate debt securities
U.S. agency debt securities
U.S. government debt securities
Asset backed securities
Municipal debt securities
Other investments
Foreign exchange forward contracts
Auction rate securities
Canadian asset-backed commercial paper restructuring
notes
$
112.1 $
3.5
—
—
1.5
—
—
—
—
—
—
— $
—
47.8
27.7
—
0.9
0.9
0.3
0.9
—
—
— $
112.1
—
—
—
—
—
—
—
—
12.9
4.1
3.5
47.8
27.7
1.5
0.9
0.9
0.3
0.9
12.9
4.1
Liabilities:
Foreign exchange forward contracts
117.1 $
78.5 $
17.0 $
212.6
— $
— $
(2.1) $
(2.1) $
— $
— $
(2.1)
(2.1)
$
$
$
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Managed Investment Portfolio and Other Investments
Our managed investment portfolio consists of U.S. agency debt securities, U.S. government debt securities,
corporate debt securities, asset backed securities and municipal debt securities, and our investment manager
operates under a mandate to keep the average duration of investments under two years. Our managed investment
portfolio and other investments are considered available-for-sale. Fair values for these investments are based upon
valuations for identical or similar instruments in active markets, with the resulting net unrealized holding gains or
losses reflected net of tax as a component of Accumulated other comprehensive income (loss) on the Consolidated
Balance Sheets.
The cost basis for these investments, determined using the specific identification method, was $99.9 and
$79.1 as of February 22, 2013 and February 24, 2012, respectively. Gross unrealized gains were $0.2 for 2013 and
gross unrealized losses were $0.4 for 2012. As of February 22, 2013, approximately 40% of the debt securities
mature within one year, approximately 27% in two years, approximately 16% in three years and approximately 17%
in four or more years.
Foreign Exchange Forward Contracts
From time to time, we enter into forward contracts to mitigate the risk of translation into U.S. dollars of certain
foreign-denominated net income, assets and liabilities. We primarily hedge intercompany working capital loans and
certain forecasted currency flows from intercompany transactions. The fair value of foreign exchange forward
contracts is based on a valuation model that discounts cash flows resulting from the differential between the
contract price and the market-based forward rate.
Auction Rate Securities
As of February 22, 2013, we held auction rate securities (“ARS”) totaling $11.7 of par value. Historically,
liquidity for these securities was provided through a Dutch auction process that reset the applicable interest rate at
pre-determined short-term intervals. The auctions failed in 2008 and are not being conducted at this time. We
receive higher penalty interest rates on the securities ranging from 30-day LIBOR plus 2.0 to 2.5%. We will not be
able to liquidate the related principal amounts until a buyer is found outside of the auction process, the issuer calls
the security or the security matures according to contractual terms. We have the intent and ability to hold these
securities until recovery of market value or maturity, and we believe the current inability to easily liquidate these
investments will have no impact on our ability to fund our ongoing operations.
During Q4 2013, one issuance held in our portfolio was redeemed at par for $5.0 in proceeds. During Q4
2011, three of the issuances held in our portfolio were redeemed at par aggregating $9.8 in proceeds. While there
has been no payment default with respect to our remaining ARS, these investments are not widely traded and
therefore do not currently have a readily-determinable market value. To estimate fair value, we used an internally-
developed discounted cash flow analysis. Our discounted cash flow analysis considers, among other factors, (i) the
credit ratings of the ARS, (ii) the credit quality of the underlying securities or the credit rating of issuers, (iii) the
estimated timing and amount of cash flows and (iv) the formula applicable to each security which defines the
penalty interest rate paid as a result of the failed auctions. Our discounted cash flow analysis estimates future cash
flows from our ARS over their anticipated workout period at discount rates equal to the sum of (a) the yield on
U.S. Treasury securities with a term through the estimated workout date plus (b) a risk premium based on similarly
rated observable securities. These assumptions are based on our current judgment and our view of current market
conditions. Based upon these factors, ARS with an original par value of approximately $11.7 have been adjusted to
an estimated fair value of $9.8 as of February 22, 2013.
We periodically review our investment portfolio to determine if any investment is other-than-temporarily
impaired due to changes in credit risk or other potential valuation concerns. Since the inception of our ARS
investments, we have recorded other-than-temporary impairment losses and unrealized gains of $2.5 and $0.6,
respectively. Factors considered in determining whether a loss is other-than-temporary include the length of time
and extent to which estimated fair value has been less than the cost basis, the financial condition and near-term
prospects of the issuer and our intent and ability to hold the investment for a period of time sufficient to allow for any
anticipated recovery in market value. The investments other-than-temporarily impaired as of February 22, 2013
were impaired due to general credit declines, and the impairments were recorded in Investment Income in the
Consolidated Statements of Income. Unrealized gains are recorded in Accumulated other comprehensive income
(loss) on the Consolidated Balance Sheets. The unrealized gains are due to changes in interest rates and are
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
expected to fluctuate over the contractual term of the instruments. The use of different assumptions could result in a
different valuation and additional impairments. For example, an increase in the recovery period by one year would
reduce the estimated fair value of our investment in ARS by approximately $0.1. An increase to the discount rate of
100 basis points would reduce the estimated fair value of our investment in ARS by approximately $0.5.
We continue to monitor the market for ARS and consider the impact, if any, on the estimated fair value of
these investments. If current market conditions deteriorate further, or the anticipated recovery in market values does
not occur, we may be required to record additional other-than-temporary impairments and/or unrealized impairment
losses.
Canadian Asset-Backed Commercial Paper Restructuring Notes
As of February 22, 2013, we held four floating-rate Canadian asset-backed commercial paper restructuring
notes with a combined par value of Canadian $4.4. These notes replaced an investment in Canadian asset-backed
commercial paper, which, as a result of a lack of liquidity in the market, failed to settle on maturity and went into
default. We recorded an other-than-temporary impairment of our investment in 2008 of $0.9. During Q4 2013, one
note held in our portfolio matured and was redeemed at par for $0.5 in proceeds.
The restructuring notes were issued under the court-approved restructuring entity, Master Asset Vehicle II, in
2009. We hold a class A-1 note, a class A-2 note, a class B note and a class C note. The class A-1 note is rated “A”
by Dominion Bond Rating Service and equals 75% of the par value of the notes; the class A-2 note is rated “BBB”
by Dominion Bond Rating Service and equals 19% of the par value. The class B and class C notes carry no rating,
are subordinated to the class A notes and approximate 6% of the par value of the notes. There is not an active
trading market for any of these notes, and they pay interest quarterly at a rate equal to the Canadian Bankers
Acceptance Rate less 50 basis points. Due to historically low short-term interest rates, the amount of interest
received during 2013, 2012 and 2011 was immaterial.
Our valuation of these notes is based on data from the administrator of the restructuring committee and
reflects the payment priority among the various classes of notes.
Below is a roll-forward of assets and liabilities measured at estimated fair value using Level 3 inputs for the
years ended February 22, 2013 and February 24, 2012:
Roll-forward of Fair Value Using Level 3 Inputs
Balance as of February 25, 2011
Unrealized loss on investments
Other-than-temporary impairments
Currency translation adjustment
Balance as of February 24, 2012
Unrealized gain on investments
Sale of investments
Maturities of investments
Other-than-temporary impairments
Currency translation adjustment
Balance as of February 22, 2013
There were no transfers in or transfers out of Level 3 during either 2013 or 2012.
Auction Rate
Securities
Canadian
Asset-Backed
Commercial
Paper
$
$
13.8 $
(0.6)
(0.3)
—
12.9 $
1.9
(5.0)
—
—
—
$
9.8 $
4.2
—
—
(0.1)
4.1
—
—
(0.5)
—
(0.1)
3.5
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
7.
INVENTORIES
Raw materials
Work in process
Finished goods
Less: LIFO reserve
Inventories
February 22,
2013
February 24,
2012
$
$
58.7 $
13.2
87.0
158.9
21.4
137.5 $
59.1
18.2
84.0
161.3
21.8
139.5
The portion of inventories determined by the LIFO method aggregated to $70.2 and $58.8 as of February 22,
2013 and February 24, 2012, respectively.
8.
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
Land
Buildings and improvements
Machinery and equipment
Furniture and fixtures
Leasehold improvements
Capitalized software
Construction in progress
Accumulated depreciation
Estimated
Useful Lives
(Years)
February 22,
2013
February 24,
2012
10 – 40
3 – 15
5 – 8
3 – 10
3 – 10
$
38.6 $
526.3
715.4
68.0
53.0
139.0
34.3
1,574.6
(1,221.4)
$
353.2 $
39.0
493.3
746.2
69.7
56.5
140.4
17.1
1,562.2
(1,215.3)
346.9
A majority of the net book value of property, plant and equipment as of February 22, 2013 relates to
machinery and equipment of $126.6 and building and improvements of $118.1. A majority of the net book value of
property, plant and equipment as of February 24, 2012 relates to machinery and equipment of $145.5 and building
and improvements of $107.7. Depreciation expense on property, plant and equipment was $53.6 for 2013, $52.7 for
2012 and $61.2 for 2011. The estimated cost to complete construction in progress was $22.2 and $12.7 as of
February 22, 2013 and February 24, 2012, respectively. There were no interest costs capitalized in construction in
progress in 2013, and there were $0.8 and $0.4 capitalized in 2012 and 2011, respectively.
In Q4 2013, we recognized a $12.4 impairment charge in conjunction with the previously announced closure
of our Corporate Development Center. The decline in market value of the facility and the recent completion of
employee relocations out of the facility led to the charge in Q4 2013. This charge was included in Restructuring
costs in the Consolidated Statements of Income. See Note 20 for further details.
Included in Other current assets on the Consolidated Balance Sheets as of February 24, 2012 is $14.8 of
machinery and equipment that is classified as assets “held for sale.” We sold the property in 2013. We recognized
impairment charges on assets held for sale of $2.8 and $4.0, in 2012 and 2011 respectively, in order to reflect their
carrying value based on estimated fair value less costs to sell (a Level 2 fair value analysis).
9.
COMPANY-OWNED LIFE INSURANCE
Our investments in company-owned life insurance (“COLI”) policies are recorded at their net cash surrender
value.
Our investments in whole life COLI policies are intended to be utilized as a long-term funding source for post-
retirement medical benefits, deferred compensation and supplemental retirement plan obligations, which as of
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
February 22, 2013 aggregated approximately $151, with a related deferred tax asset of approximately $55. See
Note 13 for additional information. We believe the investments in whole life COLI policies represent a stable funding
source for these long-term benefit obligations. Consequently, we allocate net returns in cash surrender value,
normal insurance expenses and any death benefit gains (“COLI income”) related to our investments in whole life
COLI policies between Cost of sales and Operating expenses on the Consolidated Statements of Income. This is
consistent with the allocation of the costs associated with the long-term employee benefit obligations that the
investments in whole life policies are intended to fund. This designation does not result in our investments in whole
life COLI policies representing a committed funding source for employee benefit obligations. They are subject to
claims from creditors, and we can designate them to another purpose at any time.
Our variable life COLI policies are primarily considered a source of corporate liquidity. COLI income related
to our investments in variable life COLI policies has been recorded in Investment income on the Consolidated
Statements of Income. During 2013 and Q4 2012, the allocation of our investments in variable life COLI policies
included substantially all fixed income securities. Prior to Q4 2012, this allocation had been set at 80% fixed
income and 20% equity.
Type
Whole life COLI
policies
Ability to Choose
Investments
No ability
Variable life
COLI policies
Can allocate
across a set of
choices provided
by the insurance
companies
Net Return
A rate of return
set periodically
by the
insurance
companies
Fluctuates
depending on
performance of
underlying
investments
Target Asset
Allocation as of
February 22, 2013
Not applicable
Net Cash Surrender Value
February 22,
2013
February 24,
2012
$
109.6 $
114.5
100% fixed
income
116.2
113.1
$
225.8 $
227.6
Following is a summary of the allocation of COLI income for 2013, 2012 and 2011:
COLI Income
Whole Life
Policies
Variable Life
Policies
Total
2013
Cost of sales
Operating expenses
Operating income
Investment income
Income before income tax expense
2012
Cost of sales
Operating expenses
Operating income
Investment income
Income before income tax expense
2011
Cost of sales
Operating expenses
Operating income
Investment income
Income before income tax expense
$
$
$
$
$
$
1.2 $
4.6
5.8
—
5.8 $
1.0 $
4.1
5.1
—
5.1 $
1.2 $
4.6
5.8
—
5.8 $
— $
—
—
3.0
3.0 $
— $
—
—
3.2
3.2 $
— $
—
—
10.6
10.6 $
1.2
4.6
5.8
3.0
8.8
1.0
4.1
5.1
3.2
8.3
1.2
4.6
5.8
10.6
16.4
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
10. GOODWILL & OTHER INTANGIBLE ASSETS
A summary of the changes in goodwill during the years ended February 22, 2013 and February 24, 2012, by
reportable segment, is as follows:
Goodwill
Americas
EMEA
Other
Total
Goodwill
Accumulated impairment losses
Balance as of February 25, 2011
Transfers (1)
Acquisitions (2)
Dispositions (3)
Currency translation adjustments
Goodwill
Accumulated impairment losses
Balance as of February 24, 2012
Acquisitions (4)
Impairments (5)
Currency translation adjustments
Goodwill
Accumulated impairment losses
Balance as of February 22, 2013
________________________
$
$
$
80.5 $
267.0 $
119.8 $
467.3
(1.7)
(229.9)
(60.9)
(292.5)
78.8 $
37.1 $
58.9 $
174.8
10.0
2.0
—
(0.1)
92.4
(1.7)
90.7 $
—
—
(0.3)
92.1
(1.7)
(6.0)
0.3
—
(1.4)
(4.0)
1.1
(0.2)
0.1
259.9
(229.9)
30.0 $
116.8
(60.9)
55.9 $
4.4
(35.1)
0.7
265.0
(265.0)
—
(24.8)
(0.1)
116.7
(85.7)
—
3.4
(0.2)
(1.4)
469.1
(292.5)
176.6
4.4
(59.9)
0.3
473.8
(352.4)
$
90.4 $
— $
31.0 $
121.4
(1)
(2)
(3)
(4)
(5)
In 2012, the transfer of a portion of Designtex’s business to the Americas segment resulted in a goodwill
reclassification between the Other category and the Americas segment. As a result of the 2012 change in
reportable segments, goodwill was reclassified from EMEA to the Americas segment based on a relative fair
value analysis. See Note 18 for additional information.
In 2012, we acquired substantially all the assets of bkm Total Office resulting in an addition to goodwill in the
Americas segment. See Note 19 for additional information. In addition, we made various immaterial
acquisitions resulting in additions to the EMEA segment and Other category.
In 2012, we sold a portion of PolyVision’s business. See Note 19 for additional information.
In 2013, we made various immaterial acquisitions resulting in additions to goodwill in the EMEA segment.
In 2013, we recorded goodwill impairment charges in both our EMEA and Designtex reporting units. See
further details below.
Our goodwill impairment evaluation is a two step process. In step one, we compare the fair value of each
reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value, goodwill is not
impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we
perform step two to measure the amount of impairment loss, if any. In step two, the reporting unit's fair value is
allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a
hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit
was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than
the carrying value, the difference is recorded as an impairment loss.
We estimated the fair value of our reporting units using the income approach, which calculates the fair value
of each reporting unit based on the present value of its estimated future cash flows. Cash flow projections are
based on management's estimates of revenue growth rates and operating margins, taking into consideration
industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted
for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's
ability to execute on the projected cash flows. The estimation of the fair value of our reporting units represents a
Level 3 measurement.
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
We initiated our annual goodwill impairment analysis in Q4 2013 and concluded that fair value of our EMEA
reporting unit (in the EMEA segment) and the Designtex reporting unit (in the Other category) were below their
respective carrying values. The decline in the estimated fair value of the EMEA reporting unit was driven in part by
the operating loss we recorded in 2013. In addition, the near-term outlook for Western Europe remains heavily
challenged by macroeconomic headwinds. Therefore, in Q4 2013, we determined that these factors were likely to
negatively impact the level of near-term profitability we would expect to achieve with our current business model.
The projections used in our impairment model reflected our assumptions regarding revenue growth rates, economic
and market trends, cost structure and other expectations about the anticipated short-term and long-term operating
results of the EMEA reporting unit. Based on the step one and step two analyses, we recorded a $35.1 goodwill
impairment charge in 2013, and there is no remaining net goodwill in the EMEA reporting unit as of February 22,
2013. Additionally, we tested the recoverability of the EMEA long-lived assets (other than goodwill) and concluded
that these assets were not impaired.
The decline in the estimated fair value of the Designtex reporting unit was largely driven by lower than
expected operating performance in 2013 and the significant future investment required to strengthen our product
offering, marketing and overall brand image. The projections used in our impairment model reflected our
assumptions regarding revenue growth rates, market trends, business mix, cost structure and other expectations
about the anticipated short-term and long-term operating results of the Designtex reporting unit. The decline in the
fair value of the Designtex reporting unit, as well as the allocation of fair value to unrecognized intangible assets in
step two of the goodwill impairment test, resulted in an implied fair value of goodwill below the carrying value of the
goodwill for the Designtex reporting unit. As a result, we recorded a goodwill impairment charge of $24.8, which
resulted in remaining net goodwill of $10.7 as of February 22, 2013.
Based on the results of the annual impairment test for all other reporting units, we concluded that no other
goodwill impairment existed apart from the impairment charges discussed above. The excess of fair value over
carrying value for each of our reporting units as of the annual testing date ranged from approximately 41% to
approximately 148% of carrying value. We will continue to evaluate goodwill, on an annual basis in Q4, and
whenever events or changes in circumstances, such as significant adverse changes in business climate or
operating results, changes in management's business strategy or significant declines in our stock price, indicate
that there may be a potential indicator of impairment.
As of February 22, 2013 and February 24, 2012, our other intangible assets and related accumulated
amortization consisted of the following:
Other Intangible Assets
Intangible assets subject to
amortization:
Proprietary technology
Trademarks
Non-compete agreements
Other
Intangible assets not subject to
amortization:
Trademarks
February 22, 2013
February 24, 2012
Weighted
Average
Useful Life
(Years)
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
9.7 $ 22.8 $
8.9
13.3
4.5
5.7
2.6
14.5
53.2
19.7 $
3.1 $ 23.5 $
19.3 $
13.3
2.4
11.2
46.6
—
0.2
3.3
6.6
29.7
2.3
10.9
66.4
29.3
2.3
9.3
60.2
4.2
0.4
—
1.6
6.2
n/a
12.6
$ 65.8 $
—
12.6
12.6
—
12.6
46.6 $ 19.2 $ 79.0 $
60.2 $ 18.8
In 2013, 2012 and 2011, no intangible asset impairment charges were recorded.
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
We recorded amortization expense on intangible assets subject to amortization of $3.0 in 2013, $3.0 in 2012
and $3.2 for 2011. Based on the current amount of intangible assets subject to amortization, the estimated
amortization expense for each of the following five years is as follows:
Year Ending in February
Amount
2014
2015
2016
2017
2018
$
$
2.4
2.2
1.3
0.6
0.1
6.6
Future events, such as acquisitions, dispositions or impairments, may cause these amounts to vary.
11.
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
We enter into joint ventures and other equity investments from time to time to expand or maintain our
geographic presence, support our distribution network or invest in new business ventures, complementary products
and services. Equity method investments were $47.5 and $41.9 as of February 22, 2013 and February 24, 2012,
respectively. Cost method investments were $5.8 as of February 22, 2013 and February 24, 2012. Our investments
in unconsolidated affiliates primarily consist of IDEO, dealer relationships and manufacturing joint ventures. Our
investments in unconsolidated affiliates and related direct ownership interests are summarized below:
Investments in Unconsolidated Affiliates
IDEO
Dealer relationships:
Equity method investments
Cost method investments
Total dealer relationships
Manufacturing joint ventures:
Equity method investments
Other
February 22, 2013
February 24, 2012
Investment
Balance
Ownership
Interest
Investment
Balance
Ownership
Interest
$
16.1 20%
$
14.5 20%
18.4 20%-40%
20.1 20%-40%
5.8 Less than 10%
5.8 Less than 10%
24.2
25.9
8.3 25%-49%
4.7 8%-39%
7.3 25%-49%
— 9%
Total investments in unconsolidated affiliates
$
53.3
$
47.7
Our equity in earnings of unconsolidated affiliates is recorded in Other income, net on the Consolidated
Statements of Income and is summarized below:
Equity in earnings of unconsolidated affiliates
IDEO
Dealer relationships
Manufacturing joint ventures
Other
Total equity in earnings of unconsolidated affiliates
IDEO
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
$
2.6 $
2.5 $
3.9
3.4
(0.5)
3.1
2.7
—
9.4 $
8.3 $
0.6
2.7
3.0
—
6.3
IDEO, LLC is an innovation and design firm that uses a human-centered, design-based approach to generate
new offerings and build new capabilities for its customers. IDEO serves Steelcase and a variety of other
organizations within consumer products, financial services, healthcare, information technology, government,
transportation and other industries. We began our collaborative relationship with IDEO in 1996 to generate
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
innovative solutions and customer experience insights, and we owned a controlling equity interest in IDEO from
January 1996 to December 2010. In December 2010, certain members of the management of IDEO purchased a
controlling equity interest in IDEO. We retained a 20% equity interest in IDEO, and we have continued our
collaborative relationship after this ownership transition. As a result, we deconsolidated the operations of IDEO in
Q4 2011 and began to record our share of IDEO’s earnings as equity in earnings of unconsolidated affiliates in
Other income, net on the Consolidated Statements of Income. See Note 19 for additional information.
Dealer Relationships
We have invested in dealers from time to time to expand or maintain our geographic presence and support
our distribution network. These dealer relationships may include project financing, asset-based lending and term
financing as a result of the dealer facing financial difficulty or facing difficulty in transitioning to new ownership. We
choose to make financial investments in these dealers to address these risks or continue our presence in a region
as establishing new dealers in a market can take considerable time and resources.
Manufacturing Joint Ventures
We have entered into manufacturing joint ventures from time to time to expand or maintain our geographic
presence. The manufacturing joint ventures primarily consist of Steelcase Jeraisy Company Limited, which is
located in Saudi Arabia and is engaged in the manufacturing of wood and metal office furniture systems,
accessories and related products for the region.
The summarized financial information presented below represents the combined accounts of our equity
method investments in unconsolidated affiliates.
Consolidated Balance Sheets
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total long-term liabilities
Total liabilities
Statements of Income
Revenue
Gross profit
Income before income tax expense
Net income
February 22,
2013
February 24,
2012
$
$
$
$
143.5 $
38.2
181.7 $
82.1 $
19.9
102.0 $
125.9
35.0
160.9
69.3
27.9
97.2
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
515.9 $
472.9 $
294.4
151.6
34.4
31.6
140.6
33.1
30.2
69.0
24.0
20.6
Dividends received from our investments in unconsolidated affiliates were $5.3, $5.8 and $2.4 in 2013, 2012
and 2011, respectively. We had sales to our investments in unconsolidated affiliates of approximately $247.3,
$219.3 and $182.8 in 2013, 2012 and 2011, respectively. Amounts due from our investments in unconsolidated
affiliates were $24.4 and $15.9 as of February 22, 2013 and February 24, 2012, respectively.
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
12. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
Debt Obligations
Interest Rate Range as
of February 22, 2013
Fiscal Year
Maturity Range
February 22,
2013
February 24,
2012
U.S. dollar obligations:
Senior notes (1)
Revolving credit facilities (2)(4)
Notes payable (3)
Capitalized lease obligations
Foreign currency obligations:
Revolving credit facilities (4)
Notes payable
Total short-term borrowings and long-term debt
Short-term borrowings and current portion of
long-term debt (5)
Long-term debt
________________________
6.375%
2021 $
249.9 $
249.9
LIBOR + 3.35%
6.0%-6.5%
2018
2017
2014-2016
0.0%-6.5%
—
38.4
0.4
288.7
—
0.3
—
40.8
0.5
291.2
—
0.3
289.0
291.5
2.6
2.6
$
286.4 $
288.9
(1) During 2011, we issued $250 of unsecured unsubordinated senior notes, due in February 2021 (“2021
Notes”). The 2021 Notes were priced at 99.953% of par value. The bond discount of $0.1 and direct debt
issue costs of $3.0 were deferred and are being amortized over the life of the 2021 Notes. Although the
coupon rate of the 2021 Notes is 6.375%, the effective interest rate is 6.6% after taking into account the
impact of the discount, debt issuance costs and the deferred loss on interest rate locks related to the debt
issuance. The 2021 Notes rank equally with all of our other unsecured unsubordinated indebtedness, and
they contain no financial covenants. We may redeem some or all of the 2021 Notes at any time. The
redemption price would equal the greater of (1) the principal amount of the notes being redeemed; or (2) the
present value of the remaining scheduled payments of principal and interest discounted to the redemption
date on a semi-annual basis at the comparable U.S. Treasury rate plus 45 basis points; plus, in both cases,
accrued and unpaid interest. If the notes are redeemed within 3 months of maturity, the redemption price
would be equal to the principal amount of the notes being redeemed plus accrued and unpaid interest.
Amortization expense related to the discount and debt issuance costs on the 2021 notes was $0.3 in both
2013 and 2012.
(2) We have a $125 global committed bank facility which was entered into in Q1 2013. This facility amended and
restated the former facility, which was scheduled to expire in Q4 2013. Please see below for further detail.
As of February 22, 2013 and February 24, 2012, there were no borrowings outstanding under the applicable
facility, our availability was not limited, and we were in compliance with all covenants under the applicable
facility.
In addition, we have a $12.9 unsecured committed revolving bank facility which is utilized primarily for
standby letters of credit in support of our self-insured workers’ compensation program. As of February 22,
2013 and February 24, 2012, we had $12.1 and $12.3, respectively, in outstanding standby letters of credit
against this facility. We had no draws against our standby letters of credit during 2013 or 2012.
(3) During Q2 2010, we borrowed $47.0 at a floating interest rate based on 30-day LIBOR plus 3.35%. The loan
has a term of seven years and requires fixed monthly principal payments of $0.2 based on a 20-year
amortization schedule with a $30 balloon payment due in Q2 2017. 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 agreements with certain financial institutions which provide for borrowings on secured uncommitted
short-term credit facilities of up to $3.5 of U.S. dollar obligations, secured uncommitted short-term credit
facilities of up to $31.4 of foreign currency obligations and unsecured uncommitted short-term credit facilities
of up to $7.4 of foreign currency obligations as of February 22, 2013. Interest rates are variable and
determined by each agreement at the time of borrowing. These agreements expire within one year, but may
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
be renewed annually, subject to certain conditions and may be changed or canceled by the banks at any
time. There were no borrowings on these facilities as of February 22, 2013 and February 24, 2012.
(5) The weighted-average interest rate for short-term borrowings and the current portion of long-term debt was
3.8% as of February 22, 2013 and February 24, 2012.
The annual maturities of short-term borrowings and long-term debt for each of the following five years are as
follows:
2014
2015
2016
2017
2018 and after
Global Credit Facility
Year Ending in February
Amount
$
$
2.6
2.4
2.4
31.4
250.2
289.0
In Q1 2013, we entered into a $125 committed five-year unsecured revolving syndicated credit facility which
amended and restated our previous unsecured syndicated credit facility. At our option, and subject to certain
conditions, we may increase the aggregate commitment under the facility by up to $75 by obtaining at least one
commitment from one of the lenders.
We can use borrowings under the facility for general corporate purposes, including friendly acquisitions. Interest
on borrowings under the facility is based on the rate, as selected by us, between the following two options:
• The greatest of the prime rate, the Federal fund effective rate plus 0.5%, and the Eurocurrency rate for a
one month interest period plus 1%, plus the applicable margin as set forth in the credit agreement; or
• The Eurocurrency rate plus the applicable margin as set forth in the credit agreement.
The facility requires us to satisfy two financial covenants:
• A maximum leverage ratio covenant, which is measured by the ratio of (x) indebtedness (as determined
under the credit agreement) less excess liquidity (as determined under the credit agreement) to (y) the
trailing four quarter Adjusted EBITDA (as determined under the credit agreement) and is required to be no
greater than 3:1. (In the context of certain permitted acquisitions, we have a one-time ability, subject to
certain conditions, to increase the maximum ratio to 3.25 to 1.0 for four consecutive quarters).
• A minimum interest coverage ratio covenant, which is measured by the ratio of (y) trailing four quarter
Adjusted EBITDA (as determined under the credit agreement) to (z) trailing four quarter interest expense
and is required to be no less than 3.5:1.
The facility requires us to comply with certain other covenants, including a restriction on the aggregate amount
of cash dividend payments and share repurchases in any fiscal year. In general, as long as our leverage ratio is less
than 2.50 to 1.0, there is no restriction on cash dividends and share repurchases. If our leverage ratio is between 2.50
to 1.0 and the maximum then permitted, our ability to pay more than $35.0 in cash dividends and share repurchases
in aggregate in any fiscal year may be restricted, depending on our liquidity. As of February 22, 2013, our leverage
ratio was less than 2.50 to 1.0.
As of February 22, 2013 and February 24, 2012, we were in compliance with all covenants under the facility in
place as of the respective dates.
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
13. EMPLOYEE BENEFIT PLAN OBLIGATIONS
Employee Benefit Plan Obligations
Defined contribution retirement plans
Post-retirement medical benefits
Defined benefit pension plans
Deferred compensation plans and agreements
Current portion
Long-term portion
Defined Contribution Retirement Plans
February 22,
2013
February 24,
2012
$
13.3 $
77.3
51.5
39.5
181.6
23.8
$
157.8 $
9.8
90.9
45.9
37.1
183.7
22.6
161.1
Substantially all of our U.S. employees are eligible to participate in defined contribution retirement plans,
primarily the Steelcase Inc. Retirement Plan (the “Retirement Plan”). Company contributions, including discretionary
profit sharing and 401(k) matching contributions, and employee 401(k) pre-tax contributions fund the Retirement
Plan. All contributions are made to a trust which is held for the sole benefit of participants. Company contributions for
this plan are discretionary and can be declared by the Compensation Committee of our Board of Directors any time
during each fiscal year. Our other defined contribution retirement plans provide for matching contributions and/or
discretionary contributions declared by management.
Total expense under all defined contribution retirement plans was $19.0 for 2013, $16.3 for 2012 and $3.4 for
2011. We expect to fund approximately $20.6 related to our defined contribution plans in 2014, including funding
related to our discretionary profit sharing contributions.
Post-Retirement Medical Benefits
We maintain post-retirement benefit plans that provide medical and life insurance benefits to certain North
American-based retirees and eligible dependents. The plans were frozen to new participants in 2003. We accrue the
cost of post-retirement benefits during the service periods of employees based on actuarial calculations for each
plan. These plans are unfunded, but our investments in whole life COLI policies are intended to be utilized as a long-
term funding source for these benefit obligations. See Note 9 for additional information. While we do not expect the
timing of cash flows to closely match, we intend to hold the policies until maturity, and we expect the policies will
generate insufficient cash to cover the obligation payments over the next several years and generate excess cash in
later years.
In Q4 2012, we changed the model of the post-retirement benefit plan and cost-sharing provisions for the
post-65 retiree population. This change resulted in a company-provided fixed subsidy towards post-retirement
healthcare benefits for eligible retirees. This amendment resulted in a decrease in the accumulated post-retirement
projected benefit obligation of $20.9. In Q4 2013, due to a change in the participation assumption resulting from
actual participation rates during the year, the accumulated post-retirement projected benefit obligation was reduced
by $12.4.
In Q3 2011, we changed the cost sharing provisions of the post-retirement benefit plan that provides medical
benefits to certain North American-based retirees and eligible dependents, which increased the required
contributions for certain retirees. This amendment resulted in a decrease in the accumulated post-retirement
projected benefit obligation of $24.4.
The Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Medicare Act”) entitles
employers who provide certain prescription drug benefits for retirees to receive a federal subsidy, thereby creating
the potential for benefit cost savings. We provide retiree drug benefits through our U.S. post-retirement benefit plans
that exceed the value of the benefits that will be provided by Medicare Part D. On March 23, 2010, the Patient
Protection and Affordable Care Act was signed into law. As a result of this legislation, we are no longer eligible to
receive a tax deduction for the portion of prescription drug expenses reimbursed under the Medicare Part D subsidy.
This change resulted in a reduction of our deferred tax assets and a corresponding charge to income tax expense of
$11.4 during Q1 2011. Aside from the tax status change of the Medicare Part D subsidy, the legislation did not have a
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
material effect on our consolidated financial statements and we will continue to evaluate the impact it will have on our
operating costs in the future.
Defined Benefit Pension Plans
Our defined benefit pension plans include various qualified domestic and foreign retirement plans as well as
non-qualified supplemental retirement plans that are limited to a select group of management approved by the
Compensation Committee. The benefit plan obligations for the non-qualified supplemental retirement plans are
primarily related to the Steelcase Inc. Executive Supplemental Retirement Plan. This plan is unfunded, but our
investments in whole life COLI policies are intended to be utilized as a long-term funding source for these benefit
obligations. See Note 9 for additional information. The funded status of our defined benefit pension plans (excluding
our investments in whole life COLI policies) is as follows:
February 22, 2013
February 24, 2012
Defined Benefit Pension
Plan Obligations
Qualified Plans
Domestic
Foreign
Non-qualified
Supplemental
Retirement
Plans
Qualified Plans
Domestic
Foreign
Non-qualified
Supplemental
Retirement
Plans
Plan assets
Projected benefit plan obligations
Funded status
Long-term asset
Current liability
Long-term liability
Total benefit plan obligations
Accumulated benefit obligation
$
$
$
$
$
8.7 $
9.9
(1.2) $
— $
—
(1.2)
(1.2) $
9.9 $
41.5 $
58.1
(16.6) $
0.2 $
(0.1)
(16.7)
(16.6) $
53.5 $
— $
33.7
(33.7) $
— $
(2.8)
(30.9)
(33.7) $
31.6 $
8.7 $
9.4
(0.7) $
— $
—
(0.7)
40.4 $
54.3
(13.9) $
— $
(0.1)
(13.8)
(0.7) $
(13.9) $
9.3 $
50.9 $
—
31.3
(31.3)
—
(2.3)
(29.0)
(31.3)
29.1
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Summary Disclosures for Defined Benefit Pension and Post-Retirement Plans
The following tables summarize our defined benefit pension and post-retirement plans.
STEELCASE INC.
Changes in Assets, Benefit Obligations and Funded Status
Change in plan assets:
Defined Benefit
Pension Plans
Post-Retirement
Plans
February 22,
2013
February 24,
2012
February 22,
2013
February 24,
2012
Fair value of plan assets, beginning of year
$
49.1
$
50.2
$
— $
Actual return on plan assets
Employer contributions
Plan participants’ contributions
Estimated Medicare subsidies received
Currency changes
Benefits paid
Fair value of plan assets, end of year
Change in benefit obligations:
Benefit plan obligations, beginning of year
Service cost
Interest cost
Amendments
Net actuarial (gain) loss
Plan participants’ contributions
Medicare subsidies received
Currency changes
Other adjustments
Benefits paid
Benefit plan obligations, end of year
Funded status
Amounts recognized on the Consolidated Balance Sheets:
Prepaid pension costs
Current liability
Long-term liability
Net amount recognized
Amounts recognized in accumulated other comprehensive
income (loss)—pretax:
Actuarial (gain) loss
Prior service cost (credit)
Total amounts recognized in accumulated other comprehensive
income (loss)—pretax
Estimated amounts to be amortized from accumulated other
comprehensive income (loss) into net periodic benefit cost
over the next fiscal year:
Actuarial loss
Prior service cost (credit)
Total amounts recognized in accumulated other comprehensive
income (loss)—pretax
64
$
$
$
$
$
$
$
4.5
3.7
—
—
(1.6)
(5.5)
50.2
2.0
3.3
—
—
(1.1)
(5.3)
49.1
95.0
87.3
3.0
3.7
—
6.3
—
—
(1.1)
0.4
(5.6)
101.7
2.1
4.2
0.1
7.5
—
—
(1.5)
0.6
(5.3)
95.0
—
5.8
5.9
1.2
—
(12.9)
—
90.9
0.9
3.8
—
(12.4)
5.9
1.2
(0.1)
—
(12.9)
77.3
(51.5) $
(45.9) $
(77.3) $
0.2
$
— $
— $
(2.9)
(48.8)
(2.4)
(43.5)
(4.6)
(72.7)
(51.5) $
(45.9) $
(77.3) $
—
—
6.1
6.5
0.9
—
(13.5)
—
110.5
1.0
5.6
(20.9)
0.9
6.5
0.9
(0.1)
—
(13.5)
90.9
(90.9)
—
(7.0)
(83.9)
(90.9)
22.3
$
20.0
$
(2.4) $
0.7
0.8
(45.2)
10.3
(54.5)
23.0
$
20.8
$
(47.6) $
(44.2)
$
1.2
0.1
$
1.0
0.1
0.2
$
(9.1)
1.3
$
1.1
$
(8.9) $
0.6
(9.4)
(8.8)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Components of
Expense
February 22,
2013
February 24,
2012
February 25,
2011
February 22,
2013
February 24,
2012
February 25,
2011
Pension Plans
Year Ended
Post-Retirement Plans
Year Ended
$
3.0 $
2.1 $
2.0 $
0.9 $
1.0 $
Components of expense:
Service cost
Interest cost
Amortization of net loss
Amortization of prior year service
cost (credit)
Expected return on plan assets
Adjustment due to plan curtailment
Adjustment due to plan settlement
Adjustment due to special
termination benefits
Net expense (credit) recognized in
Consolidated Statements of Income
Other changes in plan assets and
benefit obligations recognized in
other comprehensive income
(loss) (pre-tax):
Net loss (gain)
Prior service cost (credit)
Amortization of loss
Amortization of prior year service
credit (cost)
Prior service cost recognized as a
part of curtailment / settlement
Total recognized in other
comprehensive income (loss)
Total recognized in net periodic
benefit cost and other
comprehensive income (loss) (pre-
tax)
3.7
1.1
0.1
(2.6)
—
0.1
—
5.4
4.8
—
(1.1)
(0.1)
—
3.6
4.2
0.5
0.2
(3.2)
—
—
—
3.8
8.9
0.1
(0.5)
(0.2)
—
8.3
4.3
0.9
0.1
(2.8)
(0.9)
0.1
—
3.7
(1.6)
0.8
(1.1)
(0.1)
(0.2)
(2.2)
3.8
0.2
(9.3)
—
(0.1)
0.1
—
5.6
0.1
(8.6)
—
(2.9)
—
0.1
(4.4)
(4.7)
(12.4)
—
(0.3)
9.4
—
0.9
(20.9)
(0.6)
12.0
—
1.2
7.1
0.1
(8.1)
—
(0.1)
—
0.1
0.3
2.1
(24.4)
(0.1)
8.2
—
(3.3)
(8.6)
(14.2)
$
9.0 $
12.1 $
1.5 $
(7.7) $
(13.3) $
(13.9)
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Balance as of February 25, 2011
Minimum Pension Liability
Prior service (cost) credit from plan amendment arising during period
Amortization of prior service cost (credit) included in net periodic pension
cost
Net prior service (cost) credit during period
Net actuarial gain (loss) arising during period
Amortization of net actuarial (gain) loss included in net periodic pension
cost
Net actuarial gain (loss) during period
Foreign currency translation adjustments
Current period change
Balance as of February 24, 2012
Amortization of prior service cost (credit) included in net periodic pension
cost
Net prior service (cost) credit during period
Net actuarial gain (loss) arising during period
Amortization of net actuarial (gain) loss included in net periodic pension
cost
Net actuarial gain (loss) during period
Foreign currency translation adjustments
Current period change
Balance as of February 22, 2013
Before Tax
Amount
Tax (Expense)
Benefit
$
22.9 $
(3.1) $
Net of
Tax Amount
19.8
20.8
(11.8)
9.0
(9.8)
1.1
(8.7)
0.2
0.5
(8.0)
4.5
(3.5)
3.1
(0.4)
2.7
0.2
(0.6)
$
23.4 $
(3.7) $
(9.3)
(9.3)
7.6
1.4
9.0
0.3
—
3.5
3.5
(3.9)
(0.5)
(4.4)
0.1
(0.8)
$
23.4 $
(4.5) $
12.8
(7.3)
5.5
(6.7)
0.7
(6.0)
0.4
(0.1)
19.7
(5.8)
(5.8)
3.7
0.9
4.6
0.4
(0.8)
18.9
Weighted-Average
Assumptions
February 22,
2013
February 24,
2012
February 25,
2011
February 22,
2013
February 24,
2012
February 25,
2011
Pension Plans
Year Ended
Post-Retirement Plans
Year Ended
Weighted-average assumptions
used to determine benefit
obligations:
Discount rate
Rate of salary progression
Weighted-average assumptions
used to determine net periodic
benefit cost:
Discount rate
Expected return on plan assets
Rate of salary progression
3.60%
3.00%
4.20%
2.90%
5.10%
3.00%
3.82%
4.34%
5.34%
4.20%
5.00%
2.90%
5.10%
3.10%
3.00%
5.30%
4.90%
3.00%
4.31%
5.30%
5.57%
The measurement dates for our retiree benefit plans are consistent with our fiscal year-end. Accordingly, we
select discount rates to measure our benefit obligations that are consistent with market indices at the end of each
year. In evaluating the expected return on plan assets, we considered the expected long-term rate of return on plan
assets based on the specific allocation of assets for each plan, an analysis of current market conditions and the
views of leading financial advisors and economists.
The assumed healthcare cost trend was 7.51% for pre-age 65 retirees as of February 22, 2013, gradually
declining to 4.50% after seven years. Post-age 65 trend rates are not applicable after 2012 due to the Company
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
moving to a fixed subsidy for post-age 65 benefits. As of February 24, 2012, the assumed healthcare cost trend was
8.10% for pre-age 65 retirees and 6.48% for post-age 65 retirees, gradually declining to 4.50% after eight years. A
one percentage point change in assumed healthcare cost trend rates would have had the following effects as of
February 22, 2013:
Health Cost Trend Sensitivity
Effect on total of service and interest cost components
Effect on post-retirement benefit obligation
Plan Assets
One percentage
point increase
$
— $
One percentage
point decrease
—
$
0.5 $
(0.4)
The investments of the domestic plans are managed by third-party investment managers. The investment
strategy for the domestic plans is to maximize returns while taking into consideration the investment horizon and
expected volatility to ensure there are sufficient assets to pay benefits as they come due.
The investments of the foreign plans are managed by third-party investment managers. These investment
managers follow local regulations; we are not actively involved in the investment strategies. In general, the
investment strategy is designed to accumulate a diversified portfolio among markets, assets classes or individual
securities in order to reduce market risk and assure that the pension assets are available to pay benefits as they
come due.
Our pension plans’ weighted-average investment allocation strategies and weighted-average target asset
allocations by asset category as of February 22, 2013 and February 24, 2012 are reflected in the following table. The
target allocations are established by the investment committees of each plan in consultation with external advisors
after consideration of the associated risk and expected return of the underlying investments.
Asset Category
Equity securities
Debt securities
Real estate
Other (1)
Total
________________________
February 22, 2013
February 24, 2012
Actual
Allocations
Target
Allocations
63%
53%
Actual
Allocations
63%
25
2
10
33
4
10
24
2
11
Target
Allocations
52%
33
4
11
100%
100%
100%
100%
(1) Represents guaranteed insurance contracts, money market funds and cash.
67
STEELCASE INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The fair value of the pension plan assets as of February 22, 2013 and February 24, 2012, by asset category
are as follows:
Fair Value of Pension Plan Assets
Level 1
Level 2
Level 3
Total
February 22, 2013
$
0.1 $
— $
— $
0.1
Cash and cash equivalents
Equity securities:
U.S. large-cap
U.S. small-cap
U.S. index
International
Fixed income securities:
Bond funds
Other investments:
Group annuity contract (1)
Insurance products
Guaranteed insurance contracts (2)
Property funds
Fair Value of Pension Plan Assets
Cash and cash equivalents
Equity securities:
U.S. large-cap
U.S. small-cap
U.S. index
International
Fixed income securities:
Bond funds
Other investments:
Group annuity contract (1)
Insurance products
Guaranteed insurance contracts (2)
Property funds
________________________
0.9
0.7
1.0
—
—
—
—
—
20.9
8.0
—
—
—
—
—
—
—
—
0.8
3.5 $
—
13.7
—
—
42.6 $
2.4
—
1.7
—
4.1 $
0.9
0.7
1.0
20.9
8.0
2.4
13.7
1.7
0.8
50.2
February 24, 2012
Level 1
Level 2
Level 3
Total
$
$
0.4 $
— $
— $
0.6
1.5
0.5
0.7
—
—
—
—
0.9
—
—
—
19.1
7.9
—
13.1
—
—
—
—
—
—
—
2.4
—
2.0
—
0.4
0.6
1.5
0.5
19.8
7.9
2.4
13.1
2.0
0.9
49.1
$
4.6 $
40.1 $
4.4 $
(1) Group annuity contracts are valued utilizing a discounted cash flow model. The term “cash flow” refers to the
future principal and interest payments we expect to receive on a given asset in the general account. The model
projects future cash flows separately for each investment period and each category of investment.
(2) Guaranteed insurance contracts are valued at book value, which approximates fair value, and are calculated
using the prior year balance plus or minus investment returns and changes in cash flows.
There were no transfers between Level 1 and Level 2 of the fair value hierarchy for any periods presented.
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Below is a roll-forward of plan assets measured at estimated fair value using Level 3 inputs for the years
ended February 22, 2013 and February 24, 2012:
Balance as of February 25, 2011
Roll-forward of Fair Value Using Level 3 Inputs
Unrealized return on plan assets, including changes in foreign exchange rates
Purchases, sales, and other, net
Balance as of February 24, 2012
Unrealized return on plan assets, including changes in foreign exchange rates
Purchases, sales, and other, net
Balance as of February 22, 2013
Group
Annuity
Contract
$
$
$
2.5 $
0.1
(0.2)
2.4 $
0.2
(0.2)
2.4 $
Guaranteed
Insurance
Contracts
2.3
—
(0.3)
2.0
—
(0.3)
1.7
We expect to contribute approximately $6 to our pension plans and fund approximately $5 related to our post-
retirement plans in 2014. Our estimated future cash outflows for benefit payments under our pension and post-
retirement plans are as follows:
Post-retirement Plans
Year Ending in February
2014
2015
2016
2017
2018
2019 - 2023
Before
Medicare Act
Subsidy
Medicare Act
Subsidy
Pension Plans
$
9.3 $
4.8 $
5.3
5.3
5.4
5.5
28.9
After Medicare
Act Subsidy
4.7
(0.1) $
(0.1)
(0.1)
(0.1)
(0.1)
(0.2)
5.2
5.2
5.3
5.4
28.7
9.3
6.0
5.9
6.1
33.9
Multi-Employer Pension Plan
Our subsidiary SC Transport Inc. contributes to the Central States, Southeast and Southwest Areas Pension
Fund based on obligations arising from a collective bargaining agreement covering certain SC Transport Inc.
employees. This plan provides retirement benefits to participants based on their service to contributing employers.
The benefits are paid from assets held in trust for that purpose. Trustees are appointed by employers and unions;
however, we are not a trustee. The trustees typically are responsible for determining the level of benefits to be
provided to participants as well as for such matters as the investment of the assets and the administration of the
plan.
Based on the most recent information available, we believe that the projected benefit obligations in this multi-
employer plan significantly exceed the value of the assets held in trust to pay benefits. Because we are one of a
number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the under-funding
would be, although we anticipate the contribution per participating employee will increase at each contract
renegotiation. We believe that funding levels have not changed significantly since year-end.
The risks of participating in a multi-employer plan are different from the risks associated with single-employer
plans in the following respects:
• Assets contributed to the multi-employer plan by one employer may be used to provide benefits to
employees of other participating employers.
•
•
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be
borne by the remaining participating employers.
If a participating employer chooses to stop participating in a multi-employer plan or otherwise has
participation in the plan drop below certain levels, that employer may be required to pay the plan an
amount based on the underfunded status of the plan, referred to as a withdrawal liability.
Our participation in this plan is outlined in the tables below. Expense is recognized at the time our
contributions are funded, in accordance with accounting standards. Any adjustment for a withdrawal liability would be
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
recorded at the time the liability is both probable and can be reasonably determined. The most recent estimate of
our potential withdrawal liability is $24.4.
EIN - Pension
Plan Number
Plan
Month /
Day End
Date
366044243-001
12/31
Pension
Protection Act
Zone Status (1)
2012
Red
2011
Red
FIP/RP Status
Pending /
Implemented
(2)
Implemented
Contributions
2013
$0.3
2012
$0.5
2011
$0.6
Surcharges
Imposed or
Amortization
Provisions
No
Pension Fund
Central States, Southeast and
Southwest Areas Pension
Fund
________________________
(1) The most recent Pension Protection Act Zone Status available in 2012 and 2011 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.
The following table describes the expiration of the collective bargaining agreement associated with the multi-
employer plan in which we participate:
Pension Fund
Total Collective
Bargaining
Agreements
Central States, Southeast and Southwest Areas Pension Fund
1
Expiration
Date
3/31/2018
% of Associates
Under Collective
Bargaining
Agreement
Over 5%
Contribution
2013
0.2%
No
At the date the financial statements were issued, the Form 5500 was generally not available for the plan year
ending in 2012.
Deferred Compensation Programs
We maintain four deferred compensation programs. The first deferred compensation program is closed to new
entrants. In this program, certain employees elected to defer a portion of their compensation in return for a fixed
benefit to be paid in installments beginning when the participant reaches age 70. Under the second plan, certain
employees may elect to defer a portion of their compensation. The third plan is intended to restore retirement
benefits that would otherwise be paid under the Retirement Plan, but are precluded as a result of the limitations on
eligible compensation under Internal Revenue Code Section 401(a)(17). Under the fourth plan, our non-employee
directors may elect to defer all or a portion of their board retainer and committee fees. The deferred amounts in the
last three plans earn a return based on the investment option selected by the participant.
These deferred compensation obligations are unfunded, but our investments in whole life COLI policies are
intended to be utilized as a long-term funding source for these deferred compensation obligations. See Note 9 for
additional information.
Deferred compensation expense, which represents annual participant earnings on amounts that have been
deferred, and restoration retirement benefits were $4.8 for 2013, $2.2 for 2012 and $5.1 for 2011.
14. CAPITAL STRUCTURE
Terms of Class A Common Stock and Class B Common Stock
The holders of common stock are generally entitled to vote as a single class on all matters upon which
shareholders have a right to vote, subject to the requirements of applicable laws and the rights of any outstanding
series of preferred stock to vote as a separate class. Each share of Class A Common Stock entitles its holder to one
vote and each share of Class B Common Stock entitles its holder to 10 votes. Each share of Class B Common
Stock is convertible into a share of Class A Common Stock on a one-for-one basis (i) at the option of the holder at
any time, (ii) upon transfer to a person or entity which is not a Permitted Transferee (as defined in our Second
Restated Articles of Incorporation, as amended), (iii) with respect to shares of Class B Common Stock acquired
after February 20, 1998, at such time as a corporation, partnership, limited liability company, trust or charitable
organization holding such shares ceases to be controlled or owned 100% by Permitted Transferees and (iv) on the
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
date on which the number of shares of Class B Common Stock outstanding is less than 15% of all of the then
outstanding shares of common stock (calculated without regard to voting rights).
Except for the voting and conversion features described above, the terms of Class A Common Stock and
Class B Common Stock are generally similar. That is, the holders are entitled to equal dividends when declared by
the Board of Directors and generally will receive the same per share consideration in the event of a merger and be
treated on an equal per share basis in the event of a liquidation or winding up of the Company. In addition, we are
not entitled to issue additional shares of Class B Common Stock, or issue options, rights or warrants to subscribe
for additional shares of Class B Common Stock, except that we may make a pro rata offer to all holders of common
stock of rights to purchase additional shares of the class of common stock held by them, and any dividend payable
in common stock will be paid in the form of Class A Common Stock to Class A holders and Class B Common Stock
to Class B holders. Neither class of stock may be split, divided or combined unless the other class is proportionally
split, divided or combined.
Preferred Stock
Our Second Restated Articles of Incorporation, as amended, authorize our Board of Directors, without any
vote or action by our shareholders, to create one or more series of preferred stock up to the limit of our authorized
but unissued shares of preferred stock and to fix the designations, preferences, rights, qualifications, limitations and
restrictions thereof, including the voting rights, dividend rights, dividend rate, conversion rights, terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares
constituting any series.
Share Repurchases and Conversions
During 2013, we repurchased 2.3 million shares of our Class A Common Stock for $19.9. During 2012, we
repurchased 5.8 million shares of our Class A Common Stock for $47.7. During 2013 and 2012, 2.1 million and 3.0
million shares of our Class B Common Stock were converted to Class A Common Stock, respectively.
15.
INCOME TAXES
Provision for Income Taxes
The provision for income taxes on income before income taxes consists of:
Provision for Income Taxes—Expense
Current income taxes:
Federal
State and local
Foreign
Deferred income taxes:
Federal
State and local
Foreign
Income tax expense
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
12.1 $
— $
1.4
5.6
19.1
(48.8)
3.1
42.7
(3.0)
0.4
11.3
11.7
18.0
2.5
(6.9)
13.6
$
16.1 $
25.3 $
3.3
1.0
15.4
19.7
17.4
1.2
(7.3)
11.3
31.0
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Income taxes were based on the following sources of income (loss) before income tax expense:
STEELCASE INC.
Source of Income (Loss) Before Income Tax Expense
Domestic
Foreign
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
83.8 $
(28.9)
54.9 $
63.8 $
18.2
82.0 $
39.7
11.7
51.4
The total income tax expense we recognized is reconciled to that computed by applying the U.S. federal
statutory tax rate of 35% as follows:
Tax expense at the U.S. federal statutory rate
Income Tax Provision Reconciliation
Foreign tax credits (1)
Valuation allowance provisions and adjustments (2)
Goodwill impairment (3)
Healthcare reform (4)
COLI income (5)
Sale of subsidiary (6)
State and local income taxes, net of federal
Tax balance adjustments (7)
Foreign operations, less applicable foreign tax credits (8)
Research tax credit
Tax reserve adjustments
Other
Total income tax expense recognized
________________________
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
19.2 $
28.7 $
18.0
(57.6)
40.0
12.3
—
(3.1)
—
2.9
—
2.5
(1.9)
0.7
1.1
1.3
0.7
—
—
(2.9)
(2.3)
1.9
(1.0)
0.7
(1.6)
1.1
(1.3)
$
16.1 $
25.3 $
5.0
1.2
—
11.4
(5.7)
(1.7)
1.4
4.3
(1.5)
(1.7)
—
0.3
31.0
(1)
In 2013, we converted a wholly owned French holding company from a disregarded entity to a controlled
foreign corporation for U.S. tax purposes, and that conversion caused outstanding intercompany debt to be
treated as a deemed dividend taxable in the U.S. Foreign taxes paid on the income that generated the
deemed dividend exceeded the U.S. tax cost creating an excess foreign tax credit of $56.7. Additionally,
other cash dividends received from our Canadian subsidiary resulted in excess foreign tax credits of $0.9.
These credits are expected to be utilized $21.0 in 2014 and $36.6 within the allowable 10 year carryfoward
period.
(2) The valuation allowance provisions were based on current year activity, and the valuation allowance
adjustments were based on various factors, which are further detailed below.
(3) The impairment charges related to goodwill recorded in purchase accounting are non-deductible.
(4)
In Q1 2011, the U.S. enacted significant healthcare reform legislation which effectively changed the tax
treatment of the federal subsidies received by employers who provide certain prescription drug benefits for
retirees (the “Medicare Part D subsidy”) for fiscal years beginning after December 31, 2012. We had
previously recorded deferred tax assets based on the liability for post-retirement benefit obligations related to
prescription drug benefits for retirees. As a result of the law change during Q1 2011, deferred tax assets were
reduced as these obligations will no longer be deductible for purposes of determining taxable income to the
extent they are reimbursed by the Medicare Part D subsidy.
(5) The net returns in cash surrender value, normal insurance expenses and death benefit gains related to our
investments in COLI policies are non-taxable.
(6)
In Q2 2012, we completed the sale of PolyVision’s remaining low margin whiteboard fabrication business in
Europe to a third party for proceeds totaling $2.3. The transaction included the sale of PolyVision SAS
(France) and PolyVision A/S (Denmark). Basis differences resulted in a tax benefit of $2.3.
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
(7) The tax balance adjustments in 2011 relate to prior periods. Management has evaluated the relevant
qualitative and quantitative factors related to these adjustments and concluded that had the adjustments been
recorded in the appropriate period the impact individually and in the aggregate would not have been material
to the current or previously reported financial information for any prior fiscal year.
(8) The foreign operations, less applicable foreign tax credits amount includes the rate differential on foreign
operations, U.S. tax cost of foreign branches and the impact of rate reductions in foreign jurisdictions.
Deferred Income Taxes
The significant components of deferred income taxes are as follows:
Deferred Income Taxes
February 22,
2013
February 24,
2012
Deferred income tax assets:
Employee benefit plan obligations
Foreign and domestic net operating loss carryforwards
Reserves and accruals
Tax credit carryforwards
Other, net
Total deferred income tax assets
Valuation allowances
Net deferred income tax assets
Deferred income tax liabilities:
Property, plant and equipment
Intangible assets
Total deferred income tax liabilities
Net deferred income taxes
Net deferred income taxes is comprised of the following components:
Deferred income tax assets—current
Deferred income tax assets—non-current
Deferred income tax liabilities—current
Deferred income tax liabilities—non-current
$
90.7 $
85.0
26.5
60.2
6.1
268.5
(70.4)
198.1
31.7
14.2
45.9
94.7
91.4
33.2
20.5
4.5
244.3
(34.5)
209.8
37.8
21.1
58.9
$
$
152.2 $
150.9
56.2 $
101.7
—
5.7
42.4
110.4
—
1.9
In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those
operations. Under U.S. GAAP, we are generally required to record U.S. deferred taxes on the anticipated
repatriation of foreign income as the income is recognized for financial reporting purposes. An exception under
certain accounting guidance permits us not to record a U.S. deferred tax liability for foreign income that we expect
to reinvest in foreign operations and for which remittance will be postponed indefinitely. If it becomes apparent that
some or all undistributed income will be remitted in the foreseeable future, the related deferred taxes are recorded
in that period. In determining indefinite reinvestment, we regularly evaluate the capital needs of our foreign
operations considering all available information, including operating and capital plans, regulatory capital
requirements, debt requirements and cash flow needs, as well as, the applicable tax laws to which our foreign
subsidiaries are subject. We expect existing foreign cash, cash equivalents and cash flows from future foreign
operations to be sufficient to fund foreign operations. Debt and capital financing are available from the U.S. in the
event foreign circumstances change. In addition, we expect our existing domestic cash balances and availability of
domestic financing sources to be sufficient to fund domestic operating activities for at least the next 12 months and
thereafter for the foreseeable future. Should we require more capital in the U.S. than is available domestically, we
could repatriate future earnings from foreign jurisdictions, which could result in higher effective tax rates. As of
February 22, 2013, we have not made a provision for U.S. or additional foreign withholding taxes on approximately
$174.4 of unremitted foreign earnings we consider permanently reinvested. We believe the U.S. tax cost on the
unremitted foreign earnings would be approximately $11.0 if the amounts were not considered permanently
reinvested.
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
We establish valuation allowances against deferred tax assets when it is more likely than not that all or a
portion of the deferred tax asset will not be realized. All evidence, both positive and negative, is identified and
considered in making the determination. Future realization of the existing deferred tax asset ultimately depends, in
part, on the existence of sufficient taxable income of appropriate character within the carryforward period available
under tax law applicable in the jurisdiction in which the losses were incurred.
At February 22, 2013, the valuation allowance of $70.4 is comprised of $70.0 relating to foreign deferred tax
assets for which $64.5, $3.4 and $2.1 relates to our French, U.K. and Moroccan subsidiaries, respectively, and $0.4
relates to U.S. state and local deferred tax assets. In 2013, we recorded a net increase of $40.0 to the valuation
allowance, which was comprised of an increase in the valuation allowance on deferred tax assets in France of
$44.2, in Morocco of $0.4 and in various U.S state and local jurisdictions of $0.3, and a decrease in the valuation
allowance on deferred tax assets in the U.K. of $4.9.
In adjusting the French valuation allowance, we considered the following factors:
•
•
•
•
the nature, frequency and severity of cumulative financial reporting losses in recent years,
the predictability of future operating income,
prudent and feasible tax planning strategies that could be implemented, to protect the loss of the
deferred tax asset and
the effect of reversing taxable temporary differences.
Despite several favorable changes to the cost structure of our French operating entity, we have recent
negative evidence of cumulative operating losses and a lack of predictable profits. Based on this evidence we are
unable to assert that it is more likely than not that any French deferred tax assets will be realized as of February 22,
2013.
In adjusting the U.K. valuation allowance, we considered the following factors:
•
•
•
consistent and improving financial reporting profit in recent years,
the predictability of future operating income and
the unlimited loss carryforward period.
Based on our evaluation of these factors, we were able to assess that it is more likely than not that deferred
tax assets of our operating entity in the U.K. will be realized within the carryforward period and a valuation
allowance is no longer necessary. In addition to the U.K. operating entity discussed above, we also own a dealer in
the U.K. We continue to maintain a valuation allowance of $3.4 against the deferred tax assets of this owned
dealer.
During 2013, we identified errors in our accounting for deferred income taxes which relate to periods prior to
2010. We believe the errors are not material to any prior period financial statements. The correction of the errors
had the effect of reducing long-term deferred income tax assets and retained earnings by $22.1. The Consolidated
Balance Sheet as of February 24, 2012, the Consolidated Statements of Changes in Shareholders Equity as of
February 24, 2012 and February 25, 2011, and the relevant income tax and segment asset disclosures presented in
this Form 10-K have been restated to reflect this correction. These errors were associated with periods prior to
2010, and therefore did not impact the Consolidated Statements of Income or the Consolidated Statements of Cash
Flows for 2012 and 2011.
Current Taxes Payable or Refundable
Income taxes currently payable or refundable are reported on the Consolidated Balance Sheets as follows:
Current Income Taxes
Other current assets:
Income taxes receivable
Accrued expenses:
Income taxes payable
February 22,
2013
February 24,
2012
$
$
4.7 $
2.7 $
3.0
3.1
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Net Operating Loss and Tax Credit Carryforwards
Operating loss and tax credit carryforwards expire as follows:
Net Operating Loss
Carryforwards (Gross)
Tax Effected Net Operating Loss
Carryforwards
Year Ending February
2014
2015
2016
2017
2018-2033
No expiration
Valuation allowances
Net benefit
Federal
$ — $ — $
State
International
Federal
State
International
Total
1.8 $ — $ — $
0.5 $
0.5 $
Tax Credit
Carryforwards
—
—
—
0.3
0.1
—
0.1
— 185.9
—
—
$ — $ 186.4 $
1.4
5.4
3.8
3.7
236.7
252.8
—
—
—
—
—
—
—
—
—
—
4.8
1.0
5.8
0.4
1.6
1.1
0.8
74.8
79.2
0.4
1.6
1.1
5.6
75.8
85.0
(0.5)
(66.0)
(66.5)
$ — $
5.3 $
13.2 $ 18.5 $
—
—
—
52.6
7.6
60.2
—
60.2
Future tax benefits for net operating loss and tax credit carryforwards are recognized to the extent that
realization of these benefits is considered more likely than not. It is considered more likely than not that a benefit of
$78.7 will be realized on these net operating loss and tax credit carryforwards. This determination is based on the
expectation that related operations will be sufficiently profitable or various tax, business and other planning
strategies available to us will enable utilization of the carryforwards. We assess the available positive and negative
evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets.
Valuation allowances are recorded to the extent that realization of these carryovers is not more likely than not.
Uncertain Tax Positions
We are subject to taxation in the U.S. and various states and foreign jurisdictions with varying statutes of
limitation. Tax years that remain subject to examination by major tax jurisdictions include, the United States 2013,
Canada 2009 through 2013, France 2010 through 2013 and Germany 2009 through 2013. We adjust these
reserves, as well as the related interest and penalties, in light of changing facts and circumstances.
We are audited by the U.S. Internal Revenue Service under the Compliance Assurance Process (“CAP”).
Under CAP, the U.S. Internal Revenue Service works with large business taxpayers to identify and resolve issues
prior to the filing of a tax return. Accordingly, we record minimal liabilities for U.S. Federal uncertain tax positions.
We recognize interest and penalties associated with uncertain tax positions in income tax expense, and these
items were insignificant for 2013, 2012 and 2011.
As of February 22, 2013 and February 24, 2012, the liability for uncertain tax positions, including interest and
penalties, reported on the Consolidated Balance Sheets was as follows:
Liability for Uncertain Tax Positions
Other accrued expenses
Other long-term liabilities
February 22,
2013
February 24,
2012
$
$
0.3 $
1.6
1.9 $
—
1.2
1.2
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
STEELCASE INC.
Unrecognized Tax Benefits
Balance as of beginning of period
Gross increases—tax positions in prior period
Gross decreases—tax positions in prior period
Gross increases—tax positions in current period
Lapse of statute of limitations
Balance as of end of period
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
11.5 $
0.1 $
1.6
(0.9)
—
—
—
—
11.5
(0.1)
$
12.2 $
11.5 $
0.2
—
—
—
(0.1)
0.1
Unrecognized tax benefits of $1.9, if favorably resolved would affect our effective tax rate. We do not expect
the balance of unrecognized tax benefits to significantly increase or decrease within the next year.
We have taken tax positions in a non-U.S. jurisdiction that do not meet the more likely than not test required
under the uncertain tax position accounting guidance. Since the tax positions have increased net operating loss
carryforwards, the underlying deferred tax asset is shown net of the liability for uncertain tax positions. If we prevail
on these tax positions, which total $10.3, the resolution of these items would not impact tax expense, since the
positions were taken in countries where we have recorded valuation allowances.
16. STOCK INCENTIVE PLAN
The Steelcase Inc. Incentive Compensation Plan (the “Incentive Compensation Plan”) provides for the
issuance of share-based compensation awards to employees and members of the Board of Directors. There are
25,000,000 shares of Class A Common Stock reserved for issuance under our Incentive Compensation Plan, with
12,751,324 and 11,513,445 shares remaining for future issuance under our Incentive Compensation Plan as of
February 22, 2013 and February 24, 2012, respectively.
A variety of awards may be granted under the Incentive Compensation Plan including stock options, stock
appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units, cash-
based awards, phantom shares and other share-based awards. Outstanding awards under the Incentive
Compensation Plan vest over a period of one, three or five years or at the time a participant becomes a qualified
retiree. Stock options granted under the Incentive Compensation Plan may be either incentive stock options
intended to qualify under Section 422 of the Code or non-qualified stock options not so intended. The Board may
amend or terminate the Incentive Compensation Plan at its discretion subject to certain provisions as stipulated
within the plan.
Awards currently outstanding under the Incentive Compensation Plan are as follows:
Total Outstanding Awards
Performance units (1)
Restricted stock units
Stock options
Total outstanding awards
________________________
February 22,
2013
1,932,030
1,221,227
—
3,153,257
(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.
We have not granted any non-qualified stock option awards since 2003. All options granted had a 10-year
term, and thus all outstanding stock options expired during 2013. Subsequent to 2003, we have used restricted
stock, restricted stock units, performance shares and performance units as the primary share-based compensation
awards, and the majority of the outstanding awards as of February 22, 2013 are held by our executive officers.
76
STEELCASE INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In the event of a “change of control,” as defined in the Incentive Compensation Plan,
•
•
all outstanding options and SARs granted under the Incentive Compensation Plan will become
immediately exercisable and remain exercisable throughout their entire term;
if at least six months have elapsed following the award date, any performance-based conditions imposed
with respect to outstanding awards shall be deemed to be fully earned and a pro rata portion of each
such outstanding award granted for all outstanding performance periods shall become payable in shares
of Class A Common Stock, in the case of awards denominated in shares of Class A Common Stock, and
in cash, in the case of awards denominated in cash, with the remainder of such award being canceled for
no value; and
•
all restrictions imposed on restricted stock and restricted stock units that are not performance-based shall
lapse.
Performance Units
Performance units have been granted only to our executive officers. These awards are earned after a three-
year performance period and only if the performance criteria stated in the applicable award are achieved. The
performance units granted in 2013, 2012 and 2011 can be earned based on achievement of certain total
shareholder return (“TSR”) results.
The 2013 and 2012 awards are earned based on our TSR relative to a comparison group of companies. The
number of units that may be earned can range from 0% to 200%. A dividend equivalent is calculated based on the
actual number of units earned at the end of the performance period, equal to the dividends that would have been
payable on the earned units had they been held during the entire performance period as Class A Common Stock. At
the end of the performance period, the dividend equivalents are paid in the form of cash or Class A Common Stock
at the discretion of the Board of Directors. The awards will be forfeited if a participant leaves the company for
reasons other than retirement, disability or death or if the participant engages in any competition with us, as defined
in the plan and determined by the Administrative Committee in its discretion.
The 2011 awards are earned based on our TSR relative to a comparison group of companies. The number of
units that may be earned ranged from 25% to 200%. Based on actual performance results, the 2011 performance
units were earned at 150% of the target level and 1,018,500 shares of Class A Common Stock were issued to
participants in Q1 2014. Participants received a cash dividend equivalent based on the underlying target award
during the performance period equal to the dividends we declared and paid on our Class A Common Stock, which
were included in Dividends paid on the Consolidated Statements of Cash Flows.
The aggregate number of shares of Class A Common Stock that ultimately may be issued under performance
units where the performance period has not been completed ranges from 0 to 1,932,030 shares as of February 22,
2013.
After completion of the performance period, the number of performance units earned will be issued as shares
of Class A Common Stock. Performance units are expensed and recorded in Additional paid-in capital on the
Consolidated Balance Sheets over the performance periods. The fair value of the performance units awarded
during 2013, 2012 and 2011 were calculated on the grant date using the Monte Carlo simulation model, which
resulted in a fair value of $6.4, $8.1 and $7.1, respectively. The Monte Carlo simulation was computed using the
following assumptions:
Three-year risk-free interest rate (1)
Expected term
Estimated volatility (2)
________________________
2013 Awards
0.5%
2012 Awards
1.4%
2011 Awards
1.7%
3 years
49.8%
3 years
50.9%
3 years
49.2%
(1) Based on the U.S. Government bond benchmark on the grant date.
(2) Represents the historical price volatility of the Company’s Class A Common Stock for the three-year period
preceding the grant date.
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Grant Date Fair Value per Unit
Weighted-average grant date fair value per share of performance units
granted during 2013, 2012 and 2011
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
11.92 $
16.57 $
9.14
The total performance units expense and associated tax benefit in 2013, 2012 and 2011 are as follows:
Performance Units
Expense
Tax benefit
The 2013 activity for performance units is as follows:
Nonvested as of February 24, 2012 (1)
Maximum Number of Nonvested Units
Granted
Vested
Forfeited
Adjustments (2)
Nonvested as of February 22, 2013 (1)
________________________
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
5.5 $
3.0
8.1 $
1.2
5.6
2.1
Total
2,529,690 $
1,080,940
(1,018,500)
(320,600)
(339,500)
1,932,030
Weighted-Average
Grant Date
Fair Value per Unit
12.00
11.92
9.14
11.98
9.14
14.12
(1) Total nonvested units include 194,750 units as of February 24, 2012, which represent the 25% portion of the
awards granted in 2011 which are not subject to performance conditions. There are no units outstanding as
of February 22, 2013 that are not subject to performance conditions.
(2) Adjustments were due to the number of shares earned under the 2011 award at the end of the performance
period being less than the maximum.
As of February 22, 2013, there was $2.8 of remaining unrecognized compensation cost related to nonvested
performance units. That cost is expected to be recognized over a remaining weighted-average period of 1.7 years.
The total fair value of performance units vested was $14.0, $7.0 and $0 during 2013, 2012 and 2011,
respectively.
Restricted Stock Units
Restricted stock units (“RSUs”) have restrictions on transfer which lapse one, three or five years (depending
on the terms of the individual grant) after the date of grant, at which time RSUs are issued as unrestricted shares of
Class A Common Stock. These awards are subject to forfeiture if a participant leaves the company for reasons
other than retirement, disability, death or termination by us without cause prior to the vesting date. RSUs are
expensed and recorded in Additional paid-in capital on the Consolidated Balance Sheets over the requisite service
period based on the value of the shares on the grant date.
Grant Date Fair Value per Share
Weighted-average grant date fair value per share of RSUs granted
during 2013, 2012 and 2011
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
9.66 $
9.64 $
8.69
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The total RSUs expense and associated tax benefit in 2013, 2012 and 2011 is as follows:
STEELCASE INC.
Restricted Stock Units
Expense
Tax benefit
Year Ended
February 22,
2013
February 24,
2012
February 25,
2011
$
3.8 $
1.2
3.2 $
1.0
1.5
0.5
Holders of RSUs receive cash dividends equal to the dividends we declare and pay on our Class A Common
Stock, which are included in Dividends paid on the Consolidated Statements of Cash Flows.
The 2013 activity for RSUs is as follows:
Nonvested as of February 24, 2012
Nonvested Units
Granted
Vested
Forfeited
Nonvested as of February 22, 2013
Weighted-Average
Grant Date
Fair Value
per Share
8.70
9.66
6.35
10.04
9.42
Total
880,837 $
554,172
(170,582)
(43,200)
1,221,227
There was $4.8 of remaining unrecognized compensation cost related to RSUs as of February 22, 2013. That
cost is expected to be recognized over a weighted-average period of 2.1 years.
The total fair value of restricted stock and RSUs vested was $1.7, $0.8 and $2.3 during 2013, 2012 and 2011,
respectively.
Stock Options
Information relating to our stock options is as follows:
Unexercised Options Outstanding
February 24, 2012
Options exercised
Options forfeited and expired
February 22, 2013
Number of
Shares
Weighted-
Average
Option Price
per Share
2,212,929 $
14.73
—
(2,212,929)
—
—
14.73
—
There were no options outstanding as of February 22, 2013. There were no options exercised in 2013, 2012
and 2011.
Unrestricted Share Grants
Under the Incentive Compensation Plan, unrestricted shares may be issued to members of the Board of
Directors as compensation for director’s fees, as a result of directors’ elections to receive unrestricted shares in lieu
of cash payment. We granted a total of 43,238, 38,888 and 41,720 unrestricted shares at a weighted average grant
date fair value per share of $9.62, $8.39 and $7.73 during 2013, 2012 and 2011, respectively.
17. COMMITMENTS AND GUARANTEES
Commitments
We lease certain sales offices, showrooms, warehouses and equipment under non-cancelable operating
leases that expire at various dates through fiscal year 2024. During the normal course of business, we have entered
into sale-leaseback arrangements for certain facilities. Accordingly, these leases are accounted for as operating
leases and the related gains from the sale of the properties are recorded as deferred gains and are amortized over
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
the lease term. In Q4 2011, we completed the sale and leaseback of a facility in Canada, which generated $24.7 of
cash and resulted in a $15.9 pre-tax gain. We recognized $10.6 of this gain as a restructuring item in Q4 2011 and
deferred the remaining gain over the five-year lease term associated with the space we are leasing back. In Q3
2011, we completed the sale and leaseback of a facility in Malaysia, which generated $13.0 of cash and resulted in
a $3.2 pre-tax gain. We deferred the entire amount of this gain over the six-year lease term associated with the
space we are leasing back. Total deferred gains, including the facilities in Malaysia and Canada, are included as a
component of Other long-term liabilities, on the Consolidated Balance Sheets and amounted to $14.2 as of
February 22, 2013 and $18.1 as of February 24, 2012.
Rent expense under all non-cancelable operating leases, net of sublease rental income and excluding lease
impairment charges recorded as restructuring costs, was $53.0, $50.0 and $41.4 for 2013, 2012 and 2011,
respectively. Sublease rental income was $5.7, $7.8 and $5.0 for 2013, 2012 and 2011, respectively. Lease
impairment charges recorded as restructuring costs were $0.0, $3.0 and $1.2 for 2013, 2012 and 2011,
respectively.
Our estimated future minimum annual rental commitments and sublease rental income under non-cancelable
operating leases are as follows:
Year Ending in February
Minimum annual
rental commitments
Minimum annual
sublease rental income
2014
2015
2016
2017
2018
Thereafter
$
$
47.7 $
38.0
29.7
20.1
14.8
16.6
166.9 $
Minimum annual
rental commitments, net
42.7
33.3
24.9
15.3
11.0
14.4
141.6
(5.0) $
(4.7)
(4.8)
(4.8)
(3.8)
(2.2)
(25.3) $
We have outstanding capital expenditure commitments of $22.2.
Guarantees and Performance Bonds
The maximum amount of future payments (undiscounted and without reduction for any amounts that may
possibly be recovered from third parties) we could be required to make under guarantees and performance bonds
are as follows:
Guarantees and Performance Bonds
Performance bonds
Guarantees
February 22,
2013
February 24,
2012
$
$
0.1 $
—
0.1 $
0.1
0.3
0.4
We are party to performance bonds for certain installation or construction activities of certain dealers. Under
these agreements, we are liable to make financial payments if the installation or construction activities are not
completed under their specified guidelines and claims are filed. Projects with performance bonds have completion
dates typically around one year. Where we have supplied performance bonds, we have the ability to step in and
cure performance failures thereby mitigating our potential losses. No loss has been experienced under these
performance bonds, and we had no reserves recorded related to our potential exposure as of February 22, 2013
and February 24, 2012.
We are contingently liable under guarantees to third parties for the benefit of certain dealers in the event of
default of a financial obligation. The guarantees generally have terms ranging from one to five years. We had no
reserves recorded related to these guarantees as of February 22, 2013 and February 24, 2012.
We occasionally provide guarantees of the performance of certain of our dealers to third parties. These
performance guarantees typically relate to dealer services such as delivery and installation of products. In the event
a dealer cannot complete these services in a timely manner, we guarantee the completion of these activities. It is
not possible to estimate the potential exposure under these types of guarantees because of the conditional nature
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
of our obligations and the unique facts and circumstances involved in each particular agreement; however, we have
never experienced a material loss as a result of such guarantees and do not believe any potential loss would be
material.
18. REPORTABLE SEGMENTS
Our reportable segments consist of the Americas segment, the EMEA segment and the Other category.
Unallocated corporate expenses are reported as Corporate.
In Q3 2013, we realigned portions of our reportable segments for financial reporting purposes as a result of
the integration of the PolyVision global technology business into the Steelcase Education Solutions group. Prior to
this change, the PolyVision global technology business was combined with the PolyVision surfaces business and
was reported collectively as PolyVision in the Other category along with Asia Pacific and Designtex. As a result of
these changes, the results of the PolyVision technology business are now reported in the Americas and EMEA
segments. The PolyVision surfaces business remains in the Other category. Similarly, amounts in the prior years'
financial statements have been reclassified to conform to the new segment presentation.
The Americas segment serves customers in the U.S., Canada and Latin America with a portfolio of integrated
architecture, furniture and technology products marketed to corporate, government, healthcare, education and retail
customers through the Steelcase, Coalesse, Turnstone, Details and Nurture by Steelcase brands.
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase
and Coalesse brands, with an emphasis on freestanding furniture systems, storage and seating solutions.
The Other category includes Asia Pacific, Designtex and PolyVision. Asia Pacific serves customers in Asia
and Australia primarily under the Steelcase brand with an emphasis on freestanding furniture systems, storage and
seating solutions. Designtex designs and sells surface materials including textiles and wall coverings which are
specified by architects and designers directly to end-use customers primarily in North America. PolyVision
manufactures ceramic steel surfaces for use in multiple applications, but primarily for sale to third-party fabricators
to create static whiteboards sold in the primary and secondary education markets in the U.S. and Europe. IDEO
was included in the Other category through Q3 2011, but due to the ownership transition, our remaining 20% share
of IDEO income has been recorded as a non-operating item since Q4 2011. See additional disclosure regarding the
IDEO ownership transition in Note 19.
We primarily review and evaluate operating income by segment in both our internal review processes and for
external financial reporting. We also allocate resources primarily based on operating income. Total assets by
segment include manufacturing and other assets associated with each segment.
Corporate expenses include unallocated portions of shared service functions such as information technology,
human resources, finance, executive, corporate facilities, legal and research. Corporate assets consist primarily of
unallocated cash and investment balances and variable life COLI balances.
No single customer represented more than 5% of our consolidated revenue in 2013, 2012 or 2011.
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Operating Segment Data
Americas
EMEA
Other
Corporate
Consolidated
Fiscal 2013
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
Fiscal 2012
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
Fiscal 2011
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
$
2,015.1 $
594.8 $
258.8 $
— $
2,868.7
168.3
876.6
50.9
38.6
(50.9)
278.1
15.1
13.1
(20.1)
155.9
7.9
6.1
(38.0)
379.0
0.1
0.5
59.3
1,689.6
74.0
58.3
$
1,868.4 $
610.5 $
270.6 $
— $
2,749.5
122.8
860.6
46.6
36.6
(9.9)
326.3
12.7
13.4
14.6
179.0
4.4
6.1
(30.4)
313.0
1.2
0.3
$
1,536.0 $
67.5
555.8 $
(18.9)
793.5
28.4
38.7
353.4
10.3
16.2
345.3 $
— $
17.0
189.3
5.9
9.1
(14.1)
638.2
1.4
0.4
97.1
1,678.9
64.9
56.4
2,437.1
51.5
1,974.4
46.0
64.4
The accounting policies of each of the reportable segments are the same as those described in Note 2.
Corporate assets increased significantly in 2011 due to the investment of the net proceeds from the 2021 Notes and
subsequently decreased significantly due to repayment of the 2021 Notes. Revenue comparisons have been
impacted by divestitures, deconsolidations and ownership transitions along with currency translation effects. In
addition, operating income (loss) has been significantly impacted by goodwill impairment charges and restructuring
costs.
Reportable geographic information is as follows:
Reportable Geographic Data
Revenue:
United States
Foreign locations
Long-lived assets:
United States
Foreign locations
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
$
$
1,881.3 $
987.4
2,868.7 $
1,751.0 $
998.5
2,749.5 $
1,518.5
918.6
2,437.1
666.1 $
127.1
793.2 $
688.7 $
151.5
840.2 $
665.9
162.4
828.3
Revenue is attributable to countries based on the location of the customer. No country other than the
U.S. represented greater than 10% of our consolidated revenue or long-lived assets in 2013, 2012 or 2011. In 2013,
foreign revenues and long-lived assets represented approximately 34% and 16% of consolidated amounts,
respectively. Our EMEA business is spread across a number of geographic regions, with Western Europe
representing approximately 83% of EMEA revenue in 2013.
Our global product offerings consist of furniture, interior architecture, technology and services. These product
offerings are marketed, distributed and managed primarily as a group of similar products on an overall portfolio
basis. The following is a summary of net sales by product category. As product line information is not readily
available for the Company as a whole, this summary represents a reasonable estimate of net sales by product
category based on the best information available:
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Year Ended
Product Category Data
Systems and storage
Seating
Other (1)
Total
________________________
February 22,
2013
1,358.7 $
February 24,
2012
1,306.1 $
February 25,
2011
1,036.6
$
840.7
669.3
821.6
621.8
678.9
721.6
$
2,868.7 $
2,749.5 $
2,437.1
(1) Other consists primarily of consolidated dealers, textiles and surface materials and other uncategorized product
lines, and services, none of which are individually greater than 10% of consolidated revenue.
19. DIVESTITURES, ACQUISITIONS AND OWNERSHIP TRANSITIONS
Divestiture of PolyVision Division
In Q2 2012, we completed the sale of PolyVision’s remaining low margin whiteboard fabrication business in
Europe to a third party for proceeds totaling $2.3. The transaction included the sale of PolyVision SAS (France) and
PolyVision A/S (Denmark) and resulted in a loss of $0.9 recorded in Restructuring costs on the Consolidated
Statements of Income.
Our Consolidated Statements of Income included the following related to PolyVision SAS and PolyVision A/S:
PolyVision SAS and PolyVision A/S
Revenue
Gross profit
Operating income
Dealer Acquisition
Year Ended
February 24,
2012
February 25,
2011
$
8.6 $
1.6
0.1
17.1
3.5
0.6
In Q1 2012, Red Thread Spaces LLC (“Red Thread”), formerly known as Office Environments of New
England, LLC, a wholly-owned subsidiary of Steelcase Inc., acquired substantially all the assets of bkm Total Office
(“BKM”) for cash consideration of approximately $18.7. Red Thread and BKM, both authorized Steelcase dealers,
have combined to create a regional enterprise supporting workplace needs that will offer a broadened portfolio of
products and services and expanded geographical coverage in New England. The final purchase price allocation
resulted in goodwill and intangible assets valuations of $2.0 and $0.3, respectively. The combined dealers are
included in the Americas segment. The purchase of BKM did not have a material impact on our consolidated
financial statements.
IDEO Ownership Transition
In Q4 2011, certain members of the management of IDEO purchased a controlling interest in IDEO pursuant
to an agreement entered into during 2008. We retained a 20% equity interest in IDEO, and we expect to continue
our collaborative relationship. This transaction generated $30 of cash and resulted in a Q4 2011 pre-tax gain of
$13.2 recorded in Operating Expenses on the Consolidated Statements of Income within Corporate. In Q4 2011, we
deconsolidated the operations of IDEO and began recording our share of IDEO’s earnings as equity in earnings of
unconsolidated affiliates in Other income (expense), net on the Consolidated Statements of Income.
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
For the year ended February 25, 2011, our Consolidated Statements of Income included the following related
to IDEO:
Revenue
Gross profit
Operating income (1)
________________________
IDEO
Year Ended
February 25,
2011
$
103.4
47.1
11.8
(1) Operating income did not include variable compensation expense of approximately $7 earned by IDEO
management in 2011 related to a contingent stock bonus program that was recognized and applied toward
the purchase price in Q4 2011.
20. RESTRUCTURING ACTIVITIES
In Q4 2013, we recognized a $12.4 impairment charge in the Americas segment in conjunction with the
previously announced closure of our Corporate Development Center. The impairment charge was calculated as the
amount by which the carrying value of the building exceeded its fair value as of February 22, 2013. The fair value
of the building was based on a third-party appraisal which included an evaluation of quoted market prices for similar
properties.
In Q4 2013, we completed restructuring actions in EMEA to consolidate owned dealers and eliminate 60 full-
time equivalent positions. These eliminations resulted from local actions taken by a few countries and included
attrition, expiration of fixed-term, temporary contracts and workforce reductions. We incurred $3.8 related to these
restructuring actions in 2013.
In Q2 2013, we announced plans to integrate PolyVision's global technology business into the Steelcase
Education Solutions group. We currently estimate the cash restructuring costs associated with this action will be
approximately $4, with approximately $2 related to employee termination costs and $2 of business exit and other
related costs. We incurred $1.4 of employee termination costs and $0.6 of business exit and other related costs in
the Americas segment related to this restructuring plan during 2013. We expect these restructuring actions to be
substantially complete by the end of Q1 2014.
In Q2 2012, we announced the closure of our Morocco manufacturing facility within our EMEA segment. In
conjunction with the closure, we recorded $6.8 of employee termination costs, $0.3 of business exit and other
related costs, and a $4.1 gain related to the sale of the facility.
In Q2 2012, we completed the sale of PolyVision’s remaining low margin whiteboard fabrication business in
Europe to a third party which resulted in a net loss of $0.9 recorded in the Other category during 2012.
In Q4 2011, we announced the planned closure of three additional manufacturing facilities in North America
as part of our ongoing efforts to improve the fitness of our business and strengthen the Company's long-term
competitiveness. This project is now substantially complete. The restructuring costs associated with these actions
were $41.0, with $28.4 related to workforce reductions and $12.6 related to costs associated with manufacturing
consolidation and production moves. During 2013, 2012 and 2011, we incurred $4.2, $14.3 and $9.9 of employee
termination costs, respectively. During 2013, 2012 and 2011, we incurred $8.8, $3.6 and $0.2 of business exit and
other related costs, respectively.
In Q1 2011, we announced a project to reorganize our European manufacturing operations on the basis of
specialized competencies. Restructuring costs totaled $1.9 in 2012 and $18.6 in 2011 and were recorded within the
EMEA segment. In 2012, the restructuring costs primarily related to contingencies associated with a former plant in
France, which was sold in Q4 2010. In 2011, the majority of the costs related to workforce reductions and some
additional costs for manufacturing consolidation and production moves.
The remaining restructuring costs incurred in 2011 primarily related to several smaller actions to consolidate
manufacturing facilities and reorganize other areas of our business, offset by a $10.6 gain recorded in the Americas
related to the sale and partial leaseback of a facility in Canada.
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Restructuring costs are summarized in the following table:
Restructuring Costs
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
Cost of sales
Americas
EMEA
Other
Operating expenses
Americas
EMEA
Other
$
13.9 $
20.0 $
1.0
—
14.9
14.7
4.0
1.1
19.8
5.0
1.2
26.2
1.5
3.0
(0.2)
4.3
7.0
18.7
0.1
25.8
1.1
0.4
3.3
4.8
$
34.7 $
30.5 $
30.6
Below is a summary of the charges, payments and adjustments to the restructuring reserve balance during
2013, 2012 and 2011:
Reserve balance as of February 26, 2010
Restructuring Reserve
Additions
Payments
Adjustments
Reserve balance as of February 25, 2011
Additions
Payments
Adjustments
Reserve balance as of February 24, 2012
Additions
Payments
Adjustments
Reserve balance as of February 22, 2013
Workforce
Reductions
Business Exits
and Related
Costs
Total
$
$
$
$
6.8 $
38.3
(19.6)
0.2
25.7 $
25.6
(38.2)
(0.2)
12.9 $
11.5
(16.4)
(0.2)
7.8 $
3.5 $
(7.7)
(4.6)
10.1
1.3 $
4.9
(6.9)
5.4
4.7 $
23.2
(24.1)
(0.5)
3.3 $
10.3
30.6
(24.2)
10.3
27.0
30.5
(45.1)
5.2
17.6
34.7
(40.5)
(0.7)
11.1
The workforce reductions reserve balance as of February 22, 2013 primarily relates to estimated employee
termination costs associated with the Q4 2013 local reconfigurations in certain countries of EMEA and the Q4 2011
North America manufacturing consolidation announcement. The adjustments to the business exits and related costs
in 2012 primarily relate to the $4.1 gain associated with the sale of the Morocco facility. The adjustments to the
business exits and related costs in 2011 primarily relate to the $10.6 gain associated with the sale and partial
leaseback of a facility in Canada.
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
21. UNAUDITED QUARTERLY RESULTS
Unaudited Quarterly Results
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
2013
Revenue
Gross profit
Operating income (loss)
Net income (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
2012
Revenue
Gross profit
Operating income
Net income
Basic earnings per share
Diluted earnings per share
$
675.2 $
744.9 $
727.2 $
721.4 $
2,868.7
196.0
228.1
225.9
19.3
13.2
0.10
0.10
46.8
29.5
0.23
0.23
38.4
23.6
0.19
0.18
216.0
(45.2)
(27.5)
(0.22)
(0.22)
866.0
59.3
38.8
0.30
0.30
$
639.4 $
700.5 $
719.4 $
690.2 $
2,749.5
183.1
201.2
219.8
205.6
809.7
15.0
7.5
0.06
0.06
25.4
11.9
0.09
0.09
38.2
22.4
0.17
0.17
18.5
14.9
0.11
0.11
97.1
56.7
0.43
0.43
Revenue comparisons have been impacted by divestitures, deconsolidations and ownership transitions along
with currency translation effects. In addition, operating income (loss) has been significantly impacted by goodwill
impairment charges and restructuring costs. See Notes 10 and 20 for further details.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure:
None.
Item 9A. Controls and Procedures:
(a) Disclosure Controls and Procedures. Our management, under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended), as of February
22, 2013. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of
February 22, 2013, our disclosure controls and procedures were effective in (1) recording, processing, summarizing
and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit
under the Exchange Act and (2) ensuring that information required to be disclosed by us in such reports is
accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report of management’s
assessment of the design and effectiveness of our internal control over financial reporting as part of this Report.
The independent registered public accounting firm of Deloitte & Touche LLP also attested to, and reported on, the
effectiveness of our internal control over financial reporting. Management’s report and the independent registered
public accounting firm’s attestation report are included in this Report in Item 8: Financial Statements and
Supplementary Data under the captions entitled “Management’s Report on Internal Control Over Financial
Reporting” and “Report of Independent Registered Public Accounting Firm.”
(c) Internal Control Over Financial Reporting. There were no changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information:
None.
86
PART III
Item 10. Directors, Executive Officers and Corporate Governance:
Certain information regarding executive officers required by this Item is set forth as a Supplementary Item at
the end of Part I of this Report. Other information required by this item is contained in Item 1: Business under the
caption “Available Information” or in our 2013 Proxy Statement under the captions “Proposal 1 — Election of
Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Other Corporate Governance Matters” and
“Committees of the Board of Directors” and is incorporated into this Report by reference.
Item 11. Executive Compensation:
The information required by Item 11 is contained in our 2013 Proxy Statement, under the captions
“Committees of the Board of Directors,” “Compensation Committee Report,” “Compensation Discussion and
Analysis,” “Executive Compensation, Retirement Programs and Other Arrangements” and “Director Compensation,”
and is incorporated into this Report by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters:
The information required by Item 12 that is not listed below is contained in our 2013 Proxy Statement, under
the caption “Stock Ownership of Management and Certain Beneficial Owners,” and is incorporated into this Report
by reference.
Securities authorized for issuance under equity compensation plans as of February 22, 2013 are as follows:
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
________________________
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)
3,153,257 (1)
n/a (2)
12,751,324
—
3,153,257
n/a
n/a
—
12,751,324
(1) This amount includes 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.
All equity awards were granted under our Incentive Compensation Plan. See Note 16 to the consolidated
financial statements for additional information.
Item 13. Certain Relationships and Related Transactions, and Director Independence:
The information required by Item 13 is contained in our 2013 Proxy Statement, under the captions “Related
Person Transactions” and “Director Independence,” and is incorporated into this Report by reference.
Item 14. Principal Accounting Fees and Services:
The information required by Item 14 is contained in our 2013 Proxy Statement under the caption “Fees Paid
to Principal Independent Auditor” and is incorporated into this Report by reference.
87
PART IV
Item 15. Exhibits, Financial Statement Schedules:
(a) Financial Statements and Schedules
The following documents are filed as part of this report:
1. Consolidated Financial Statements (Item 8)
• 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 22, 2013, February 24, 2012 and
February 25, 2011
• Consolidated Statements of Comprehensive Income for the Years Ended February 22, 2013, February
24, 2012 and February 25, 2011
• Consolidated Balance Sheets as of February 22, 2013 and February 24, 2012
• Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended February 22,
2013, February 24, 2012 and February 25, 2011
• Consolidated Statements of Cash Flows for the Years Ended February 22, 2013, February 24, 2012 and
February 25, 2011
• Notes to the Consolidated Financial Statements
2. Financial Statement Schedules (S-1)
Schedule II—Valuation and Qualifying Accounts
All other schedules required by Form 10-K have been omitted because they are not applicable or the required
information is disclosed elsewhere in this Report.
3. Exhibits Required by Securities and Exchange Commission Regulation S-K
See Index of Exhibits
(b) Exhibits
The response to this portion of Item 15 is submitted as a separate section of this Report. See Item 15(a)(3)
above.
(c) Financial Statement Schedules
The response to this portion of Item 15 is submitted as a separate section of this Report. See Item 15(a)(2)
above.
88
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SIGNATURES
STEELCASE INC.
By:
/s/ MARK T. MOSSING
Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Date: April 19, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
Signature
Title
/s/ JAMES P. HACKETT
James P. Hackett
/s/ DAVID C. SYLVESTER
David C. Sylvester
/s/ MARK T. MOSSING
Mark T. Mossing
/s/ WILLIAM P. CRAWFORD
William P. Crawford
/s/ LAWRENCE J. BLANFORD
Lawrence J. Blanford
/s/ CONNIE K. DUCKWORTH
Connie K. Duckworth
/s/ R. DAVID HOOVER
R. David Hoover
/s/ DAVID W. JOOS
David W. Joos
/s/ ELIZABETH VALK LONG
Elizabeth Valk Long
/s/ ROBERT C. PEW III
President and Chief Executive Officer,
Director (Principal Executive Officer)
Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
Corporate Controller and Chief Accounting
Officer (Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Robert C. Pew III
Chair of the Board of Directors, Director
/s/ CATHY D. ROSS
Cathy D. Ross
/s/ PETER M. WEGE II
Peter M. Wege II
/s/ P. CRAIG WELCH, JR.
P. Craig Welch, Jr.
/s/ KATE PEW WOLTERS
Kate Pew Wolters
Director
Director
Director
Director
89
Date
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
April 19, 2013
SCHEDULE II
STEELCASE INC.
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Losses on Accounts Receivable
Balance as of beginning of period
Additions:
Charged to costs and expenses
Charged to other accounts
Deductions (1)
Other adjustments (2)
Balance as of end of period
________________________
(1) Primarily represents excess of accounts written off over recoveries.
(2) Primarily currency translation adjustments and deconsolidations.
Valuation Allowance for Deferred Income Tax Assets
Balance as of beginning of period
Additions:
Charged to costs and expenses
Charged to other accounts
Deductions and expirations
Other adjustments (1)
Balance as of end of period
________________________
(1) Primarily currency translation adjustments.
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
$
$
19.6 $
23.1 $
20.6
2.8
0.3
(7.9)
(0.3)
14.5 $
2.0
(0.2)
(4.7)
(0.6)
19.6 $
7.8
0.2
(5.0)
(0.5)
23.1
February 22,
2013
Year Ended
February 24,
2012
February 25,
2011
$
34.5 $
34.9 $
38.2
40.0
—
(4.4)
0.3
$
70.4 $
2.5
—
(1.8)
(1.1)
34.5 $
1.2
—
(4.1)
(0.4)
34.9
S-1
Exhibit
No.
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
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
Index of Exhibits
Description
Second Restated Articles of Incorporation of the Company, as amended (1)
Amended By-laws of Steelcase Inc., as amended July 13, 2011 (2)
Form of Global Note Representing 6.375% Senior Notes Due 2021 (3)
Officers’ Certificate of Steelcase Inc. establishing the terms of the 6.375% Senior Notes
Due 2021 (4)
Credit Agreement, dated as of December 16, 2009 among Steelcase Inc. and JPMorgan
Chase Bank, NA., as Administrative Agent; Bank of America, NA., as Syndication Agent;
Fifth Third Bank, as Documentation Agent; and certain other lenders (5)
Amended and Restated Credit Agreement, dated as of March 19, 2012 among
Steelcase Inc. and JPMorgan Chase Bank, NA., as Administrative Agent; Bank of
America, NA., Fifth Third Bank and Wells Fargo Bank, NA as Documentation Agents and
certain other lenders (6)
Steelcase Inc. Restoration Retirement Plan (7)
Steelcase Inc. Deferred Compensation Plan (8)
2009-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (9)
2013-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (10)
Deferred Compensation Agreement dated January 12, 1998, between Steelcase Inc.
and James P. Hackett (11)
2009-1 Amendment to Deferred Compensation Agreement dated January 12, 1998,
between Steelcase Inc. and James P. Hackett (12)
Deferred Compensation Agreement dated May 4, 1998, between Steelcase Inc. and
William P. Crawford (13)
Steelcase Inc. Non-Employee Director Deferred Compensation Plan, as amended and
restated effective July 10, 2012 (14)
Steelcase Inc. Executive Severance Plan (15)
2009-1 Amendment to the Steelcase Inc. Executive Severance Plan (16)
2010-1 Amendment to the Steelcase Inc. Executive Severance Plan (17)
2010-2 Amendment to the Steelcase Inc. Executive Severance Plan (18)
Steelcase Inc. Executive Supplemental Retirement Plan, as amended and restated as of
March 27, 2003 (19)
2006-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (20)
2006-2 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (21)
2009-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (22)
2012-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (23)
Steelcase Inc. Management Incentive Plan, as amended and restated as of
February 24, 2012 (24)
Steelcase Inc. Incentive Compensation Plan, as amended and restated as of February
27, 2010 (25)
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY
2011) (26)
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY
2012) (27)
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY
2013) (28)
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement
(TSR) (FY 2014)
Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement
(ROIC) (FY 2014)
Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement
(FY 2009) (29)
E-1
Exhibit
No.
10.28
10.29
10.30
10.31
10.32
10.33
21.1
23.1
31.1
31.2
32.1
99.1
99.2
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
Description
Summary of Steelcase Benefit Plan for Outside Directors (30)
Summary of Compensation for the Board of Directors of Steelcase Inc., as updated
October 10, 2012 (31)
Aircraft Time-Sharing Agreement, dated December 15, 2005, between Steelcase Inc.
and James P. Hackett (32)
Aircraft Time-Sharing Agreement, dated December 15, 2005, between Steelcase Inc.
and James P. Hackett (33)
Amendment to Aircraft Time-Sharing Agreement, dated May 18, 2009, between
Steelcase Inc. and James P. Hackett (34)
Second Amendment to Aircraft Time-Sharing Agreement, dated November 9, 2011,
between Steelcase Inc. and James P. Hackett (35)
Subsidiaries of the Registrant
Consent of Deloitte & Touche LLP
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Asset Purchase Agreement between Steelcase Financial Services Inc. and General
Electric Capital Corporation, dated May 24, 2002 (36)
Guaranty by Steelcase Inc., in favor of General Electric Capital Corporation, dated
May 24, 2002 (36)
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Labels Linkbase Document
XBRL Presentation Linkbase Document
XBRL Definition Linkbase Document
________________________
(1) Filed as Exhibit 3.1 to the Company’s Form 8-K, as filed with the Commission on July 15, 2011 (commission
file number 001-13873), and incorporated herein by reference.
(2) Filed as Exhibit 3.2 to the Company’s Form 8-K, as filed with the Commission on July 15, 2011 (commission
file number 001-13873), and incorporated herein by reference.
(3) Filed as Exhibit No. 4.2 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011
(commission file number 001-13873), and incorporated herein by reference.
(4) Filed as Exhibit No. 4.3 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011
(commission file number 001-13873), and incorporated herein by reference.
(5) Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on December 17, 2009
(commission file number 001-13873), and incorporated herein by reference.
(6) Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on March 22, 2012
(commission file number 001-13873), and incorporated herein by reference.
(7) Filed as Exhibit No. 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.
(8) Filed as Exhibit No. 10.3 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.
(9) Filed as Exhibit No. 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.
E-2
(10) Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.
(11) Filed as Exhibit No. 10.1 to Amendment 2 to the Company's Registration Statement on Form S-1, as filed with
the Commission on January 20, 1998 (commission file number 333-41647), and incorporated herein by
reference.
(12) Filed as Exhibit No. 10.8 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.
(13) Filed as Exhibit No. 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 27, 1998, as filed with the Commission on May 28, 1998 (commission file number 001-13873), and
incorporated herein by reference.
(14) Filed as Exhibit No. 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.
(15) Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on February 9, 2007
(commission file number 001-13873), and incorporated herein by reference.
(16) Filed as Exhibit No. 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.
(17) Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2009, as filed with the Commission on October 5, 2009 (commission file number 001-13873), and
incorporated herein by reference.
(18) Filed as Exhibit No. 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 27, 2009, as filed with the Commission on January 5, 2010 (commission file number 001-13873),
and incorporated herein by reference.
(19) Filed as Exhibit No. 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 28, 2003, as filed with the Commission on May 16, 2003 (commission file number 001-13873), and
incorporated herein by reference.
(20) Filed as Exhibit No. 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 25, 2005, as filed with the Commission on May 6, 2005 (commission file number 001-13873), and
incorporated herein by reference.
(21) Filed as Exhibit No. 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
May 27, 2005, as filed with the Commission on July 1, 2005 (commission file number 001-13873), and
incorporated herein by reference.
(22) Filed as Exhibit No. 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.
(23) Filed as Exhibit No. 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 24, 2012, as filed with the Commission on April 23, 2012 (commission file number 001-13873), and
incorporated herein by reference.
(24) Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on July 16, 2012
(commission file number 001-13873), and incorporated herein by reference.
(25) Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on June 30, 2010
(commission file number 001-13873), and incorporated herein by reference.
(26) Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on March 31, 2010
(27) Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on April 15, 2011
(commission file number 001-13873), and incorporated herein by reference.
(28) Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on April 13, 2012
(commission file number 001-13873), and incorporated herein by reference.
E-3
(29) Filed as Exhibit No. 10.3 to the Company’s Form 8-K, as filed with the Commission on April 3, 2008
(commission file number 001-13873), and incorporated herein by reference.
(30) Filed as Exhibit No. 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 26, 2010, as filed with the Commission on April 26, 2010 (commission file number 001-13873), and
incorporated herein by reference.
(31) Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 23, 2012, as filed with the Commission on December 21, 2012 (commission file number
001-13873), and incorporated herein by reference.
(32) Filed as Exhibit No. 10.1 to the Company’s Form 8-K, as filed with the Commission on January 30, 2006
(commission file number 001-13873), and incorporated herein by reference.
(33) Filed as Exhibit No. 10.2 to the Company’s Form 8-K, as filed with the Commission on January 30, 2006
(commission file number 001-13873), and incorporated herein by reference.
(34) Filed as Exhibit No. 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
May 29, 2009, as filed with the Commission on July 1, 2009 (commission file number 001-13873), and
incorporated herein by reference.
(35) Filed as Exhibit No. 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 25, 2011, as filed with the Commission on January 4, 2012 (commission file number 001-13873),
and incorporated herein by reference.
(36) Filed as the like numbered exhibits to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended May 24, 2002, as filed with the Commission on July 8, 2002 (commission file number 001-13873), and
incorporated herein by reference.
E-4
Directors and Executive Officers
DIRECTORS
Lawrence J. Blanford 1
Retired; formerly President
and Chief Executive Officer,
Green Mountain Coffee Roasters, Inc.
William P. Crawford
Retired; formerly President
and Chief Executive Officer,
Steelcase Design Partnership
Connie K. Duckworth 2
Chairman and
Chief Executive Officer,
ARZU, Inc.
James P. Hackett 3
Chief Executive Officer,
Steelcase Inc.
R. David Hoover 1, 4
Retired; formerly President
and Chief Executive Officer,
Ball Corporation
David W. Joos 1, 2, 3
Chairman of the Board,
CMS Energy Corporation and
Consumers Energy Company
James P. Keane
President and
Chief Operating Officer,
Steelcase Inc.
Elizabeth Valk Long 2, 3, 4
Retired; formerly
Executive Vice President,
Time Inc.
Robert C. Pew III 3
Chair of the Board of
Directors, Steelcase Inc.;
Private Investor
Cathy D. Ross 1, 3
Executive Vice President
and Chief Financial Officer,
Federal Express Corporation
Peter M. Wege II 1
Chairman of the
Board of Directors,
Contract Pharmaceuticals
Limited
P. Craig Welch, Jr. 2, 4
Member Manager,
Honzo Fund, LLC
Kate Pew Wolters 2, 4
Philanthropist;
President, Kate and
Richard Wolters Foundation
EXECUTIVE OFFICERS
Sara E. Armbruster
Vice President,
WorkSpace Futures and
Corporate Strategy
James P. Hackett
Chief Executive Officer
Nancy W. Hickey
Senior Vice President,
Chief Administrative Officer
James P. Keane
President and
Chief Operating Officer
Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
Lizbeth S. O’Shaughnessy
Senior Vice President,
Chief Legal Officer
and Secretary
David C. Sylvester
Senior Vice President,
Chief Financial Officer
1 = Audit Committee
2 = Compensation Committee
3 = Executive Committee
4 = Nominating and Corporate Governance Committee
Corporate Information
Global Headquarters
Steelcase Inc.
901 44th Street
Grand Rapids, MI 49508
Phone: (616) 247-2710
Products and Services
For the address and telephone
number of your nearest
Steelcase dealer or for information
about our products, please
call (800) 333-9939 or visit our
website at www.steelcase.com.
Common Stock Data
Steelcase Inc. Class A Common
Stock is listed on the New York
Stock Exchange under the
symbol SCS. The Class B
Common Stock is not publicly
traded but is convertible into
Class A Common Stock on a
one-for-one basis.
Shareholder Account Inquiries
Registered shareholders can
access their account online. Log
on to www.shareowneronline.com
to view share balance, change
address, complete certain
transactions and get answers to
other stock-related inquiries.
You can also write or call the
Steelcase transfer agent at:
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
Phone: (866) 457-8829
Outside the continental
U.S. and Canada:
(651) 450-4064
Independent Auditors
Deloitte & Touche LLP
38 Commerce, SW
Suite 600
Grand Rapids, MI 49503
Phone: (616) 336-7900
Shareholder Reports and
Investor Inquiries
You can request copies of financial
documents, such as this annual
report and Form 10-K, free of
charge, by contacting:
Steelcase Inc.
Investor Relations
GH-3E-12
P.O. Box 1967
Grand Rapids, MI 49501-1967
Phone: (616) 247-2200
Fax: (616) 247-2627
Email: ir@steelcase.com
Investor Relations on the Web
If you wish to review investor
information as soon as it becomes
available, please visit ir.steelcase.com.
You can subscribe to email alerts
and receive notification whenever
events, SEC filings or news releases
are posted to the website. You may
also submit requests for printed
financial materials.
Corporate Responsibility Report
This report details our efforts to
protect the environment and
be good corporate citizens.
You can read the report online at
www.steelcase.com/responsibility.
Annual Meeting
The annual meeting of Steelcase
shareholders will be held on
Wednesday, July 17, 2013,
at 11 a.m. EDT in our Global
Headquarters. A live webcast
will also be available at
ir.steelcase.com.
Contact the Steelcase
Board of Directors
To report issues about Steelcase
accounting, internal controls and
procedures, auditing matters or other
concerns to the Board of Directors or
Audit Committee, write to:
Steelcase Board of Directors,
Chair of the Board/Lead
Non-Management Director
c/o Steelcase Inc.
P.O. Box 1967
Grand Rapids, MI 49501-1967
Phone (800) 437-6167
(in the U.S., Canada or Mexico)
Collect (704) 943-1134
(from outside the United States)
Certifications
Steelcase has included as Exhibits
31.1 and 31.2 to its Annual Report on
Form 10-K for fiscal year 2013 filed
with the Securities and Exchange
Commission all required certifications
of the Steelcase Chief Executive
Officer and Chief Financial Officer
regarding the quality of the company’s
public disclosures in its fiscal
2013 reports in accordance with
Section 302 of the Sarbanes-Oxley
Act of 2002. In July 2012, the
Steelcase Chief Executive Officer
provided to the New York Stock
Exchange (NYSE), the annual CEO
certification regarding Steelcase
compliance with the NYSE’s corporate
governance listing standards.
Forward-looking Statements
Certain statements in this document
are “forward-looking statements”
within the meaning of the Private
Securities Litigation Reform Act.
These statements are based
on management’s current
expectations and are subject to
uncertainty and changes in
circumstances. Actual results may
differ materially from those included
in these statements due to a variety
of factors. For more information
about forward-looking statements
and the factors that may cause
actual results to vary, please see the
Forward-looking Statements section
in our Annual Report on Form 10-K,
which is included herein.
steelcase.com
© 2013 Steelcase Inc. All rights reserved.
This report was printed in the U.S.A. on recycled paper. Trademarks used herein are property of Steelcase Inc. or their respective owners.