2021
ANNUALREPORT
FY21_SC_Annual_Report_2021May13.indd 2
FY21_SC_Annual_Report_2021May13.indd 2
5/13/21 2:18 PM
5/13/21 2:18 PM
FINANCIAL HIGHLIGHTS
Stock Performance
(Indexed % Return)
250
200
150
100
50
0
02/26/16
02/24/17
02/23/18
02/22/19
02/28/20
02/26/21
S&P 500 Stock Index
Peer Group
Steelcase
NOTES:
1. This graph shows the yearly percentage change in
3. The Peer Group consists of three companies that manufacture
cumulative total shareholder return, assuming a $100
investment on February 26, 2016.
2. The S&P 500 Stock Index is used as a performance
indicator of the overall stock market.
office furniture and have industry characteristics that we
believe are similar to Steelcase. The peer group consists of
Herman Miller, Inc., HNI Corporation and Knoll, Inc. The returns
of each company in this group are weighted by their relative
market capitalization at the beginning of each fiscal year.
Revenue
($ Billions)
Gross Margin
Net Income
(% Of Revenue)
($ Millions)
7
.
3
$
4
.
3
$
.
0
3
$
.
1
3
$
6
.
2
$
.
2
3
3
.
9
2
3
.
6
2
3
.
6
1
3
.
4
9
2
6
.
4
2
1
$
0
.
6
2
1
$
7
.
0
8
$
7
.
9
9
1
$
.
1
6
2
$
Cash Returned
to Shareholders
($ Millions)
.
4
8
4
$
.
8
3
3
$
7
.
8
$
.
7
2
4
$
.
2
4
$
.
5
8
5
$
.
0
1
6
$
.
3
4
6
$
.
1
9
6
$
.
5
3
4
$
FY:
17
18
19
20
21
FY:
17
18
19
20
21
FY:
17
18
19
20
21
FY:
17
18
19
20
21
Common Stock Repurchases
Dividends Paid
FY21_SC_Annual_Report_2021May13.indd 3
FY21_SC_Annual_Report_2021May13.indd 3
5/13/21 2:18 PM
5/13/21 2:18 PM
To our shareholders:
In March 2020, we were reporting on one of our best years in two decades, with growth in both sales and profits. We could
feel the momentum building, and it was clear our strategy was working.
When COVID-19 hit, like so many other companies, we temporarily closed our factories and offices and learned to work in new
ways. But we are an office furniture company, and with our customers’ offices closed, we knew demand for our core products
would fall quickly. We took a series of actions that helped us report a profit for fiscal year 2021, despite more than a $1 billion
drop in revenue. We reduced our dividend and took aggressive actions to conserve working capital, finishing the year with
strong liquidity. I’m really proud of the management team and the people of Steelcase for that remarkable performance.
As part of our response, we knew we had to quickly reduce our people costs and other fixed costs. Rather than implement
massive layoffs, we implemented pay reductions for working shorter weeks, and we sought volunteers for temporary leaves,
early retirements and separations. We reduced travel and other discretionary expenditures while continuing to invest in select
new product development projects so we would be ready for the recovery. While some involuntary separations were necessary
as the crisis continued into the fall, we were able to minimize the impact on our people and keep talent, which is critical to
our future.
We shifted our sales and marketing resources to customers in essential industries who needed us to respond quickly to needs.
We made investments to improve our ability to serve the growing work-from-home consumer market and made personal
protective equipment (PPE) for local hospitals as we retrofitted our factories to be able to reopen safely. When our factories
were finally able to reopen, our people wore their masks and followed the protocols, which allowed us to keep working and
keep everyone safe.
We asked so much of our people this year, and they responded every time. At the end of the year, I was pleased we could pay
a modest profit-sharing bonus to our employees just as we were able to sustain a modest dividend for our shareholders.
Possibly the most important thing we did during the crisis was to think about how work, workers and workplaces would be
different after the crisis. We surveyed or interviewed more than 32,000 people around the world while they worked at home,
to learn about how their expectations would be different when they returned to the office. We initiated projects, including one
with MIT, to imagine how office furniture could help create a safer work environment as it relates to airborne pathogens and
quickly launched some new products that could be used immediately by clients who offices remained open. Today, we are still
developing other products informed by our learnings.
From all this research, we learned it’s not a question of whether people will work from their homes as well as from their
offices – that was happening before COVID. The questions are: How can all of us work better? How can we come together
safely, but also more productively? How can our workplaces inspire us to achieve more together than what we can separately?
How can we work more flexibly, now that this crisis has shown us how adaptable and resilient we can really be? These
questions inspire us to pursue our mission to unlock human promise.
STEELCASE VALUES AND ESG
Forty-five years ago, Steelcase CEO Bob Pew made a speech to employees. In it, he said:
“ Our corporate goal, then, is spelled out in terms of people and what we as an institution, can do for those people. I believe
that a corporation, and in particular, Steelcase, has a basic function in our society. We must recognize all the relationships we have
in the marketplace, community, economy and within our own organization. If we do this, we become customer-, as well
as employee-, oriented, and this spells success.”
Today, there are still debates between what is now called stakeholder vs. shareholder capitalism. As you can see, at Steelcase,
Bob Pew settled that debate a long time ago.
Similarly, when I joined Steelcase many years ago, our long-standing core values already included protecting the environment,
treating others with dignity and respect, and acting with integrity. Our planet and people have always been at the core of our
business. Today, many public companies and their shareholders are discovering the power of holistic environment, social and
governance (ESG) commitments.
In July 2020, ISS recognized our continued work in these areas, ranking Steelcase in the top performing decile of their ESG
Corporate Rating. Our holistic approach to ESG had advanced us two levels – an amazing progression. Only two companies
received a higher rating than Steelcase across all industries, and they are both clean energy companies.
FY21_SC_Annual_Report_2021May13.indd 4
FY21_SC_Annual_Report_2021May13.indd 4
5/13/21 2:18 PM
5/13/21 2:18 PM
Here are some other noteworthy accomplishments:
Environmental: In August 2020, we announced that we were carbon neutral and revealed ambitious science-based
greenhouse gas reduction targets. Our goals include a notable 50% reduction in absolute emissions from Steelcase-owned and
controlled facilities by 2030. Our collective action approach also seeks to have at least 80% of our supplier partners, measured
by emissions, set their own science-based targets by 2025. We were pleased to also be named one of the Wall Street Journal’s
100 Most Sustainably Managed Companies in the fall of 2020, for our ability to create long-term shareholder value.
Social: Our DEI efforts were refreshed with a new strategy and new goals this year. This began by devoting more time at every
level to listening and learning about the lived experiences of our colleagues. We also analyzed data to understand where our
processes were creating biased outcomes and then changed those processes to improve equity, starting with how we identify
candidates to hire and continuing through how we develop and advance talent within our organization. We are taking similar
steps to improve the diversity of our suppliers and dealer network. Finally, to ensure accountability, we tied a portion of the
annual bonus of our senior executive team to the achievement of certain DEI objectives.
We’re also using social innovation as a lever to maximize our impact in the communities where we live and work. By
partnering with local organizations working for equity, we’re using our scale and resources for lasting, systemic change.
Governance: Our core values, our shared commitment to doing the right thing and our belief in business as a force for good
drive our culture of empowerment and trust. To that end, we recently published a Global Human and Labor Rights Policy
and continue to look for ways to publicly demonstrate our strict and enduring commitment to business ethics throughout
the organization.
THE NEXT CHAPTER IN OUR 109-YEAR HISTORY
I recently announced I will be retiring from Steelcase in January 2022, after 25 years with the company and over seven years
as CEO. It’s been an honor to be part of this organization, and I’ve never been more excited about the future of our business.
As the world recovers from COVID-19, work, workers and workplaces will be forever changed, creating new opportunities for
Steelcase to adapt and lead our customers into the next era. When I joined Steelcase in 1997, cubicles were the standard
in American offices and the core of the Steelcase business, but the rise of the dot-com industry brought new ideas about
workplaces that offered more variety, flexibility and informality, so we prepared to lead in a post-cubicle world. A few years later,
as wireless laptops became prevalent, workers became more mobile while in the office, and shared desks became the norm.
More recently, height-adjustable desks and more informal lounge-like areas for meetings have grown in popularity. Each time,
we were asked if the changes would be potentially disruptive to our business, and each time we’ve proven change is a good
thing – if you are leading the change.
In this next era, we fully intend to lead and to do so responsibly. We’ve learned in every previous era to ignore the breathless
headlines and the fads that come and go. Instead, we rely on our research to uncover what really matters to the people using
our products and then build our strategies around those insights.
This is why Sara Armbruster is so well prepared to be our next CEO, beginning October 4, 2021. She has held diverse roles
covering strategy, research, and category leadership for the past 14 years and will be leading an experienced leadership team
who has proven through this crisis and many others how quickly they can respond to new opportunities and challenges. Your
company will be in very good hands.
Thank you for the privilege of being your CEO, and for supporting our efforts for over 109 years to create value for all
stakeholders.
James P. Keane
President and Chief Executive Officer
Steelcase Inc.
FY21_SC_Annual_Report_2021May13.indd 5
FY21_SC_Annual_Report_2021May13.indd 5
5/13/21 2:18 PM
5/13/21 2:18 PM
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 26, 2021
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
(I.R.S. Employer Identification No.)
49508
(Zip Code)
Registrant’s telephone number, including area code: (616) 247-2710
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock
Trading Symbol
SCS
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 þ No ¨
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 ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such
files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
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 28, 2020 (the last business day of the registrant’s most recently
completed second fiscal quarter) was approximately $1.0 billion. 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.
As of April 16, 2021, 90,050,455 shares of the registrant’s Class A Common Stock and 25,613,944 shares of the registrant’s Class B Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive proxy statement for its 2021 Annual Meeting of Shareholders, to be held on July 14, 2021, are incorporated by
reference in Part III of this Form 10-K.
STEELCASE INC.
FORM 10-K
YEAR ENDED FEBRUARY 26, 2021
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.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Supplementary Item. Information About Our Executive Officers
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
Item 7A.
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
Exhibits, Financial Statement Schedules
Form 10-K Summary
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Schedule II
Signatures
Page No.
1
8
14
14
14
14
15
16
17
18
34
36
89
89
89
90
90
90
90
90
91
95
95
S-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., a Michigan corporation, 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 the calendar year, unless indicated by a month or specific
date reference. 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
At Steelcase, our purpose is to unlock human promise by transforming work, worker and workplace. Through
our family of brands that include Steelcase®, Coalesse®, Designtex®, Smith System®, AMQ®, and Orangebox®,
we offer a comprehensive portfolio of furniture, architectural and technology products designed to help people reach
their full potential. Our solutions are inspired by the insights gained from our human-centered research process.
We are a globally integrated enterprise, headquartered in Grand Rapids, Michigan, U.S.A., with approximately
11,100 employees. Steelcase was founded in 1912 and became publicly traded in 1998, and our Class A Common
Stock is listed on the New York Stock Exchange under the symbol “SCS”.
We focus on translating our research-based insights into products, applications and experiences that help the
world’s leading organizations amplify the performance of their people, teams and enterprise. We help our
customers create workplace, healthcare and educational environments that support attraction and retention of
talent, employee well-being and engagement, organizational culture and productivity, and other needs of their
people, while also optimizing the value of their real estate investments. Our global scale and reach allow us to
provide a consistent experience to global customers while offering local differentiation.
We market our products and services primarily through a network of independent and company-owned
dealers and also sell directly to end-use customers. We also sell a selection of our products through web-based,
retail and technology distribution channels, including direct sales of work-from-home and learn-from-home products
to consumers in a number of markets.
Our Offerings
Our brands provide a comprehensive portfolio of furniture, architectural and technology products for individual
and collaborative work across a range of price points. We have expanded our offerings through investments in
product development, acquisitions and marketing partnerships. Our furniture portfolio includes furniture systems,
seating, storage, fixed and height-adjustable desks, benches and tables and complementary products such as work
accessories, lighting, mobile power and screens. Our seating products include task chairs which are highly
ergonomic, seating that can be used in collaborative environments and casual settings and specialty seating for
specific vertical markets such as healthcare and education. Our interior architectural products include full and
partial height walls and architectural pods. Our technology solutions support group collaboration and workspace
scheduling. We also offer services designed to enhance the performance of people, space and real estate. These
services include workplace strategy consulting, data-driven space measurement, lease origination services and
furniture and asset management.
1
Steelcase
Steelcase leverages insights from user-centered research to help our customers create high performing and
sustainable work environments. We strive to be a trusted partner to those who seek to use space as a strategic
asset to elevate their performance, support the wellbeing of their people and attract and retain talent. The
Steelcase brand's core customers are leading organizations (such as corporations, healthcare organizations,
schools, colleges and universities and government entities) that are forward-thinking, are often large with ever-
changing complex needs and often have a global scale and operations.
Steelcase brand extensions include:
•
•
Steelcase Health, which works with leading healthcare organizations to create places that deliver greater
connection, empathy and well-being for everyone involved in the experience of health.
Steelcase Education, which works with leading educational institutions to create places that enhance the
success and well-being of students and educators.
Coalesse
Led by intuition, backed by research and driven by design, Coalesse creates thoughtful furnishings that bring
new life to the modern workplace. The brand blends beauty and utility into their designs to help customers make
great spaces that inspire great work, by empowering social connection, creative collaboration, focus and
rejuvenation.
Smith System
Smith System is a designer and manufacturer of high quality furniture for the pre-K-12 education market.
Smith System offers desking, seating and storage products. Smith System designs and manufactures products that
support inspired learning – addressing the needs of the student, the demands of the curriculum and the realities of
space, maintenance and budget.
Designtex
Designtex offers applied materials that enhance environments and is a leading resource for applied surfaces
knowledge, innovation and sustainability. Designtex products include premium fabrics and surface materials and
imaging solutions designed to enhance seating, walls, workstations and floors. These materials provide privacy,
wayfinding, motivation, communications and artistic expression.
AMQ
AMQ offers high quality, affordable height-adjustable desking, benching, storage, tables and seating for
workstations, collaborative environments and training rooms. AMQ specializes in furniture that ships in just five
business days, for adaptable, quick, modern designs that fit contemporary, active office spaces.
Orangebox
Orangebox is a designer and manufacturer of furniture for the changing workplace with a focus on
"Smartworking" solutions: furniture that fosters collaboration while providing contemporary aesthetics, visual and
acoustic privacy and commercial-grade performance.
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 and specific product categories, is contained in Item 7: Management’s Discussion and Analysis of Financial
Condition and Results of Operations, and Note 4 and Note 22 to the consolidated financial statements.
Americas Segment
Our Americas segment serves customers in the United States (“U.S.”), Canada, the Caribbean Islands and
Latin America. Our comprehensive portfolio of furniture, architectural and technology products is marketed to
corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse, Smith System,
AMQ, and Orangebox brands.
2
We serve Americas customers mainly through approximately 400 Steelcase independent and company-
owned dealer locations and other non-aligned dealers, and we also sell directly to end-use customers. Our end-use
customers tend to be larger multinational, regional or local companies and are distributed across a broad range of
industries and vertical markets, including education, financial services, government, healthcare, information
technology, insurance and manufacturing.
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 Steelcase dealer in the
Americas accounted for approximately 5% of the segment’s revenue in 2021, and the five largest independent
Steelcase dealers collectively accounted for approximately 17% of the segment’s revenue in 2021.
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,
global service and relationships with customers, architects and designers. Our most significant competitors in the
U.S. are Haworth, Inc., Herman Miller, Inc., HNI Corporation and Knoll, Inc.
EMEA Segment
Our EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase,
Orangebox and Coalesse brands, with a comprehensive portfolio of furniture, architectural and technology products.
Our largest presence is in Western Europe, where we believe we are among the market leaders in Germany,
France, Spain and the U.K.
We serve EMEA customers mainly through approximately 340 independent and company-owned Steelcase
dealer locations and other non-aligned dealers, and we also sell directly to end-use customers. The largest
independent Steelcase dealer in the EMEA segment accounted for less than 3% of the segment’s revenue in 2021.
The five largest Steelcase independent dealers collectively accounted for approximately 12% of the segment’s
revenue in 2021. Our end-use customers tend to be larger multinational, regional or local companies spread across
a broad range of industries and vertical markets, including education, financial services, flexible real estate,
government, healthcare and information technology.
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 and Designtex.
Asia Pacific serves customers in Australia, China, India, Japan, Korea and other countries in Southeast Asia
primarily under the Steelcase brand with a comprehensive portfolio of furniture, architectural and technology
products. We primarily sell directly to end-use customers as well as through approximately 60 Steelcase
independent dealer locations. Our end-use customers tend to be larger multinational, regional or local companies
spread across a broad range of industries and are located in both mature and emerging markets. Our competition
in Asia Pacific is fragmented and includes large global competitors as well as many regional and local
manufacturers.
Designtex primarily sells textiles, wall coverings and surface imaging solutions specified by architects and
designers directly to end-use customers through a direct sales force primarily in North America.
Corporate
Corporate costs include unallocated portions of shared service functions such as information technology,
corporate facilities, finance, human resources, research, legal and customer aviation, plus deferred compensation
expense and income or losses associated with company-owned life insurance ("COLI"). Corporate assets consist
primarily of unallocated cash and cash equivalents, COLI balances, fixed assets and right-of-use assets related to
operating leases.
3
Marketing Partnerships
We have entered into marketing partnerships with a number of companies, including Blu Dot, Bolia, Carl
Hansen & Son, EMU, Extremis, FLOS, Mattiazzi, Microsoft, Mitchell Gold + Bob Williams, Moooi, Nanimarquina,
PolyVision, Tom Dixon, Viccarbe and West Elm, that are intended to allow us to offer additional products and
services to our dealers and customers which are complementary to our products and services and leverage our
scale. These partnerships take several forms, the most common of which involves us purchasing and reselling the
partner’s products to our dealers and customers. In other situations, we market the partner’s products to our
dealers and customers and receive a fee from the partner, and we typically transport and deliver those products to
our dealers and customers for a fee. We also have marketing partnerships where we co-develop products with our
partner that we manufacture or source from third parties or where we and our partner agree to co-market our
products and services to customers. Most of our marketing partnerships are on a regional basis.
Joint Ventures and Other Equity Investments
We occasionally enter into joint ventures and other equity investments to expand or maintain our geographic
presence, support our distribution network or invest in new business ventures, complementary products or services.
As of February 26, 2021, our investments in these unconsolidated joint ventures and other equity investments
totaled $51.5. Our share of the earnings from joint ventures and other equity investments is recorded in Other
income, net on the Consolidated Statements of Income. See Note 12 to the consolidated financial statements for
additional information.
Customer and Dealer Concentrations
Our largest customer accounted for approximately 2% of our consolidated revenue in 2021, and our five
largest customers collectively accounted for approximately 6% of our consolidated revenue. However, these
percentages do not include revenue from various U.S. federal government agencies. In 2021, 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 Steelcase dealer accounted for more than 4% of our consolidated revenue in 2021.
The five largest independent Steelcase dealers collectively accounted for approximately 12% of our consolidated
revenue in 2021. We do not believe our business is dependent on any single independent dealer, the loss of which
would have a sustained material adverse effect on our business.
Manufacturing and Logistics
We have manufacturing operations throughout North America (in the U.S. and Mexico), Europe (in France,
Germany, Spain, the U.K. and the Czech Republic) and Asia (in China, Malaysia and India). Our global
manufacturing operations are largely 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, including continuous one-piece flow and
platformed processes and products, which allow us to achieve efficiencies and cost savings and minimize the
amount of inventory on hand. We largely purchase direct materials and components from a global network of
integrated suppliers as needed to meet demand. We also purchase finished goods manufactured by third parties
predominantly on a make-to-order basis.
We focus on enhancing the efficiency of our manufacturing operations, and we also seek to reduce costs
through our global sourcing effort. We focus on platforming our product offering and capturing raw material and
component cost savings available through lower cost suppliers around the globe. These efforts enhance our
leverage with supply sources, and we have been able to reduce cycle times through improvements with our
partners throughout our global supply chain.
Our physical distribution system utilizes commercial transport, dedicated fleet and company-owned delivery
services. We utilize a network of regional distribution centers in the Americas and EMEA to maintain efficient freight
and delivery costs and improve service to our dealers and customers.
4
Materials
Approximately 57% of our cost of sales in 2021 related to raw materials, components and finished goods
purchased from a significant number of suppliers around the world. The raw materials that we purchase and that
are used in the manufacture of the components and finished goods that we purchase include steel, petroleum-
based products (including plastics and foam), aluminum, other metals, wood and particleboard. During 2021, the
availability of steel was negatively impacted by shortages and disruption in the steel industry as a result of the
COVID-19 pandemic, and during Q1 2022, the availability of foam in the U.S. has been negatively impacted by
disruption in the foam supply chain as a result of a severe weather event. These reductions in availability have not
had a significant impact on our ability to manufacture and supply products to our customers, but they have
negatively impacted the cost of procuring such materials. In addition, the prices for many of the raw materials,
components and finished goods we procure have fluctuated in recent years due to changes in global supply and
demand, and the costs of these items can be impacted by changes in import tariffs and trade barriers. Our global
supply chain team continually evaluates current market conditions, the financial viability of our suppliers and
available supply options on the basis of quality, reliability of supply and cost.
Research, Design and Development
Our extensive global research—a combination of user observations, feedback sessions and sophisticated
analyses—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, which vary from furniture,
architectural and technology solutions to single products or enhancements to existing products and across different
vertical market applications such as healthcare and education. Organizationally, global design leadership directs
strategy and project work, which is distributed to design studios around the world and sometimes 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.
We incurred $48.1, $50.6 and $53.7 in research, design and development expenses in 2021, 2020 and 2019,
respectively. In addition, we sometimes pay royalties to external designers of our products as the products are sold,
and these costs are not included in research and development expenses.
Human Capital Resources
We aspire to be a human-centered company committed to fostering a culture of integrity and trust, supported
by our core values, which are:
•
•
•
•
•
•
•
act with integrity,
tell the truth,
keep commitments,
treat people with dignity and respect,
promote positive relationships,
protect the environment, and
excel.
5
Our leaders play a critical role in curating our culture, and we have established a set of leadership pillars
designed to promote empathic leadership and align leader actions with our core values and the culture we strive to
create. These pillars are:
•
•
•
•
•
build strong teams,
unite in purpose,
create clarity,
cultivate resilience, and
deliver results.
We believe our employees are one of our greatest assets, and we are dedicated to the continuous learning
and professional development of every employee. We invest in our employees through multiple avenues, including
providing competitive pay and benefits, sharing profits through annual bonus opportunities, offering career
development and professional training programs, providing inspiring and supportive spaces for our employees to
work and collaborate, and offering a range of services to support our employees' physical, emotional, cognitive and
financial wellbeing.
Employees
As of February 26, 2021, we had approximately 11,100 employees, of which approximately 6,300 work in
manufacturing and distribution and approximately 200 are part-time. Additionally, we had approximately 800
temporary workers who primarily work in manufacturing. Approximately 50 employees in the U.S. are covered by
collective bargaining agreements. Outside of the U.S., approximately 2,600 employees are represented by unions
or workers' councils that operate to promote the interests of workers.
Diversity, Equity and Inclusion
We strive to create an environment where employees around the globe are valued, respected, accepted and
encouraged to be authentic and to fully participate in our organization. We believe our culture helps to unlock each
employee's unique contributions and amplifies the power of the individual to better serve our customers and the
communities in which we live and work. We are focused on enhancing a culture of diversity, equity and inclusion
through the following key objectives:
•
•
•
build diverse teams that reflect our communities,
ensure equitable access to development opportunities across the organization, and
develop a culture of inclusion that promotes curiosity and creativity.
Talent Development
Talent development is essential to our business strategy, and we are continually focused on providing all our
employees with the resources they need to reach their full potential. We approach talent development through a
variety of tools, practices and experiences, including:
•
•
•
•
connecting our employees to digital learning experiences to help them thrive,
identifying sought out skills from our employees and designing learning paths related to these skills,
emphasizing an environment that values learning as an everyday practice across the organization, and
frequent and purposeful conversations between employees and leaders that inspire achievement and
growth.
Learning is how we work and how we lead. We aspire to be a learning organization that regenerates
capabilities and adapts our culture as a competitive advantage.
6
Compensation and Employee Benefits
Our compensation philosophy is to value the contribution of our employees, motivate achievement of strategic
objectives that will contribute to our company’s success and share profits through broad-based incentive
arrangements designed to reward performance for all employees. This philosophy is achieved through competitive
pay and benefits and a variety of other offerings such as career development and wellbeing initiatives. We review
pay ranges annually to ensure external competitiveness and internal equity. We also share profits with both salaried
and hourly employees through an annual bonus opportunity based on company profitability. We believe our
philosophy helps promote productive, inspired and committed individuals and teams that feel appreciated and
rewarded for their contributions.
Supporting Our Employees Through the COVID-19 Pandemic
In response to the COVID-19 pandemic, we took actions to protect our employees’ safety, health and wellbeing,
including equipping employees with personal protective equipment, establishing social distancing practices, deep
cleaning and sanitizing our manufacturing facilities and offices more frequently, installing additional physical barriers
for personal workspaces, implementing temperature screening at our facilities, and instituting other measures aimed
at stopping and preventing the spread of COVID-19 while maintaining business operations. Consistent with
government mandates and requirements, our employees whose jobs could be performed remotely worked from
home.
In addition to ensuring the physical wellbeing of our employees during the pandemic, we adopted policies to
help them in a variety of other ways. We paid the full cost of health insurance premiums for our U.S. employees
while they were on temporary layoffs or reduced working hours during 2021, and we offered part-time and flexible
schedules to help employees navigate the demands of work and caregiving throughout the pandemic. We also
provided a range of emotional wellbeing and mental health services and offered provisions for employees to
manage their cash flow through temporary adjustments to our retirement and flexible spending account programs.
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,” “Designtex,” "Smith System,"
“AMQ” and “Orangebox” 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.
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 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; the
7
loss of other potentially responsible parties that are financially capable of contributing toward cleanup costs and
other factors increasing the cost of remediation.
Available Information
We file annual reports, quarterly reports, current reports, proxy statements and other documents with the U.S.
Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”).
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, Corporate Business Development 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, U.S.A. 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.
Macroeconomic and Workplace Trends Risk Factors
The COVID-19 pandemic has had, and is expected to continue to have, a significant and adverse effect
on our business.
The COVID-19 pandemic and the actions taken by various governments and third parties to combat the
spread of COVID-19 (including, in some cases, mandatory quarantines and other suspensions of non-essential
business operations) caused significant disruptions in our manufacturing and distribution operations and supply
chains during 2021 and have required many office workers globally to work from home for an extended period of
time, which has had a significant negative impact on global demand for office furniture and our revenue.
The severity of these various impacts on our business will depend in part on the extent and duration of
government quarantine/stay-at-home orders and travel restrictions, the speed of vaccine deployment, the
emergence of new variants of COVID-19, the availability of government benefits and other stimulus efforts to
mitigate the effects of the pandemic, the timing of when companies have their employees return to the office, and
the pace of the recovery of economic conditions globally and locally, all of which are highly uncertain and out of our
control. The impacts of the COVID-19 pandemic are far-reaching, and the duration and intensity of the impacts on
our business, our industry and the global economy are not yet fully known. We do not expect to see significant
improvement in the demand for office furniture until companies make definitive plans for their employees to return to
the office, and many companies may choose to delay making changes to their workplaces until employees have
returned.
In response to the impacts of the pandemic on our business, we took a number of actions in 2021 to reduce
our spending, including temporary and permanent layoffs, temporary pay reductions and reduced spending on
product development and strategic initiatives. These actions have had and may continue to have a negative impact
on our employee retention and our growth strategies in the future.
8
Our industry is influenced by cyclical macroeconomic factors and future downturns may adversely affect
our revenue and profits.
Our revenue is generated predominantly from the office furniture industry, and demand for office furniture is
influenced by macroeconomic factors such as corporate profits, non-residential fixed investment, white-collar
employment and commercial office construction and vacancy rates. The U.S. and European office furniture
industries have experienced three major declines in demand in the past twenty years, driven by global economic
downturns including the current global economic downturn caused by the COVID-19 pandemic. During these
downturns, our revenue declined substantially and our profitability was significantly reduced. Our revenues and
profitability can be, and currently are being, impacted by adverse changes in these macroeconomic factors. These
macroeconomic factors are difficult to predict, and if we are unsuccessful in further 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, shifts in work styles
and behaviors and increased working from home have been changing the world of work and impacting the types of
workplace products and services purchased by our customers. In recent years, these trends have resulted in
changes such as:
•
•
•
•
an increase in demand for products for working from home,
an increase in demand for residential and lounge products for office settings,
customer interest in a broader range of price points, quality levels and warranty coverage,
shifting demand among product categories and
• more frequent refreshment of workplace settings.
These trends have also had an impact on our competitive landscape, including (1) the emergence of smaller
office furniture competitors, (2) increased competition from residential furniture providers, (3) diversification by some
of our larger competitors into other industries and (4) an increase in customers outsourcing workplace management
to real estate management service firms and flexible real estate providers.
We compete on a variety of factors, including: brand recognition and reputation; insights from our research;
the breadth of our global reach; product design and features; price, lead time, delivery and service; product quality;
strength of our dealer network and other distributors, and relationships with customers and key influencers, such as
architects, designers and facility managers. If we are unsuccessful in continuing to develop and offer a wide variety
of solutions which respond to changes in workplace trends, or if we or our dealers are unsuccessful in competing
with existing competitors and new competitive offerings which 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 growth strategies.
Our longer-term success depends on our ability to successfully develop, implement and manage our growth
strategies, which include:
•
•
•
•
•
•
•
translating our research to insights that inform our development of innovative products and customer
solutions,
growing our market share with existing dealers and customers in addition to serving new customers,
realizing the value from acquisitions and investing in new acquisitions and business ventures,
continuing our expansion into adjacent markets such as healthcare clinical spaces and learning
environments,
continuing to reinvest in growth opportunities in our Asia Pacific business,
enhancing our capabilities to serve the work-from-home market,
expanding our architectural and technology product offerings and
9
•
developing and realizing growth from marketing partnerships.
If these strategies to increase our revenues are not sufficient, or if we do not execute these strategies
successfully, our global market leadership and profitability may be adversely affected.
Manufacturing, Supply Chain and Distribution Risk Factors
Changes in tariffs, global trade agreements or government procurement could adversely affect our
business.
We manufacture most of our products on a regional basis, and as a result, we often export products from
where they are manufactured to where they are sold within the region. We also source raw materials, components
and finished goods from a global network of suppliers. In particular in 2021, approximately 34% of the products we
sold to customers in the U.S., including U.S. government agencies, were manufactured outside of the U.S.,
predominantly by our subsidiaries in Mexico, which operate as maquiladoras. Changes in tariffs or trade
agreements could impact the cost of importing our products into the countries where they are sold and the cost of
raw materials and components sourced from other countries, which in turn could adversely impact our gross
margins and our price competitiveness. In addition, changes in U.S. government procurement rules requiring a
certain amount of domestic content in goods, or requiring goods to be produced in the U.S., could have an adverse
impact on our business, operating results or financial condition.
We are and may continue to be adversely affected by changes in raw material, commodity and other
input costs.
We and our suppliers procure raw materials (including steel, petroleum-based products (including plastics and
foam), 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, freight, energy,
labor and other input costs can fluctuate due to changes in global, regional or local supply and demand, larger
currency movements and changes in tariffs and trade barriers, which can also cause supply interruptions. During
2021, the availability of steel was negatively impacted by shortages and disruption in the steel industry as a result of
the COVID-19 pandemic, and during Q1 2022, the availability of foam in the U.S. has been negatively impacted by
disruption in the foam supply chain as a result of a severe weather event. These reductions in availability have not
had a significant impact on our ability to manufacture and supply products to our customers, but they have
negatively impacted the cost of procuring such materials. In the short-term, significant increases in raw material,
commodity and other input costs can be very difficult to offset with price increases because of 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 in the short-term by significant increases in
these costs. If we are not successful in passing along higher raw material, commodity and other input costs to our
customers over the longer-term because of competitive pressures, our profitability could be negatively impacted.
The lack of redundant capabilities among our regional manufacturing facilities could adversely affect our
business.
Many of our products are currently produced in only one location in each of the three geographic regions in
which we operate (the Americas, EMEA and Asia Pacific), certain components are manufactured in only one
location globally and our manufacturing model is predominately make-to-order. As a result, any issue which impacts
the production capabilities of one of our manufacturing locations, such as natural disasters, severe weather events,
pandemics, disruptions in the supply of materials or components, systems and equipment failures or disruptions
caused by labor activities, could have an adverse impact on our business, operating results or financial condition.
10
We are reliant on a global network of suppliers that exposes us to certain risks outside of our control.
We are reliant on the timely flow of raw materials, components and finished goods from a global network of
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 or loss of production from accidents, natural disasters, severe weather events, pandemics,
security concerns (including terrorist activity, armed conflict and civil or military unrest), trade embargoes,
changes in tariffs, systems and equipment failures or disruptions, cyberattacks or security breaches, and
other causes.
Any disruptions or fluctuations in the supply and delivery of raw materials, components 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. During 2021, the availability of steel was negatively impacted by shortages
and disruption in the steel industry as a result of the COVID-19 pandemic, and during Q1 2022, the availability of
foam in the U.S. has been negatively impacted by disruption in the foam supply chain as a result of a severe
weather event. These reductions in availability have not had a significant impact on our ability to manufacture and
supply products to our customers, but they have negatively impacted the cost of procuring such materials.
We rely largely on a network of independent dealers to market, deliver and install our products, and
disruptions and increasing consolidations within our dealer network could adversely affect our business.
Our business is dependent on our ability to manage our relationships with our independent dealers. 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, and establishing a new dealer 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. Alternatively, we may elect to purchase and operate dealers in
certain markets which also would require use of our capital and increase our financial exposure.
We rely on our dealers to sell, deliver and install products to our customers, and their ability to perform and
their financial conditions could be affected by events such as natural disasters, severe weather events, pandemics,
systems and equipment failures or disruptions, cyberattacks or security breaches. A significant disruption in the
operations of our dealers could have an adverse impact on our business, operating results or financial condition.
Our diversification and growth strategies into adjacent markets, such as healthcare and education, and the
increasing complexity of our technology and architectural products are driving the need for our dealers to develop
additional capabilities and invest in additional resources to support such products and markets. Some of our
smaller dealers do not have the scale to leverage such investments, and as a result, we have seen and may
continue to see increased consolidation within our dealer network. This increased concentration and size of dealers
could increase our exposure to the risks discussed above.
Global Footprint Risk Factors
Our global presence subjects us to risks that may negatively affect our profitability and financial
condition.
We have manufacturing facilities, sales locations and 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 business,
operating results or financial condition, including:
•
•
differing business practices, cultural factors and regulatory requirements,
political, social and economic instability, natural disasters, security concerns, including terrorist activity,
armed conflict and civil or military unrest and global health issues and
11
•
intellectual property protection challenges.
Our global footprint makes us vulnerable to currency exchange rate fluctuations and currency controls.
We primarily sell our products in U.S. dollars and euros, but we generate some of our revenues and pay some
of our expenses in other currencies. While we seek to manage our foreign exchange risk largely through
operational means by matching revenue with same-currency costs, our 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 use foreign currency derivatives to hedge some of the near-term
volatility of these exposures. There can be no assurance that such hedging will be economically effective. If we are
not successful in managing currency exchange rate fluctuations, it could have an adverse effect on our business,
operating results or financial condition.
We operate globally in multiple currencies, but we translate our results into U.S. dollars for reporting
purposes, and thus our reported results may be positively or negatively impacted by the strengthening or weakening
of the other currencies in which we operate against the U.S. dollar.
In addition, we face restrictions in certain countries that limit or prevent the transfer of funds to other countries
or the exchange of the local currency to other currencies, which could have a negative impact on our profitability.
We also face risks associated with fluctuations in currency exchange rates that may lead to a decline in the value of
the funds held in certain jurisdictions, as well as the value of intercompany balances denominated in foreign
currencies.
Financial Risk Factors
We may be required to record impairment charges related to goodwill which would adversely affect our
results of operations.
We have net goodwill of $218.1 as of February 26, 2021. Goodwill is not amortized but is evaluated for
impairment annually in Q4 or whenever an event occurs or circumstances change such that it is more likely than not
that an impairment may exist. Poor performance in portions of our business where we have goodwill, including
failure to achieve projected performance from acquisitions, or declines in the market value of our equity, may result
in impairment charges, which would adversely affect our results of operations. In Q1 2021, a triggering event
occurred which resulted in an interim impairment evaluation of goodwill for each of our reporting units, and as a
result of such evaluation, we recorded a $17.6 goodwill impairment charge in our Orangebox U.K. reporting unit.
Changes in corporate tax laws could adversely affect our business.
We are subject to income taxes in the U.S. and various foreign jurisdictions. Our future effective tax rate
could be affected by changes in the mix of our earnings in countries with differing statutory tax rates, changes in the
valuation of our deferred tax assets and liabilities or changes in tax laws or their interpretation. In addition, such tax
law changes, if enacted, could have a material adverse effect on our business, operating results or financial
position. A reduction in applicable tax rates may require us to revalue and write-down our net deferred tax assets.
As of February 26, 2021, we had net deferred tax assets of $106.3, and approximately 54% of our net deferred tax
assets were subject to recovery in the U.S.
There may be significant limitations to our utilization of net operating loss and tax credit carryforwards to
offset future taxable income.
We have deferred tax assets related to net operating loss ("NOL") and tax credit carryforwards totaling $46.1
and $22.0, respectively, against which valuation allowances totaling $6.1 have been recorded. NOL carryforwards
are primarily related to foreign jurisdictions. Tax credit carryforwards consist of U.S. foreign tax credits and foreign
investment tax credits. We may be unable to generate sufficient taxable income from future operations in the
jurisdictions in which we maintain deferred tax assets related to NOL and tax credit carryforwards, or implement tax,
business or other planning strategies, to fully utilize the recorded value of our NOL and tax credit carryforwards.
These deferred tax assets are recorded 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 NOL and tax credit carryforwards.
12
Costs related to our participation in a multi-employer pension plan could increase.
Our subsidiary SC Transport Inc. previously contributed to the Central States, Southeast and Southwest
Areas Pension Fund ("the Fund"), a multi-employer pension plan, based on obligations arising under a collective
bargaining agreement ("CBA") that covered SC Transport Inc. employees and retirees. 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. In 2019, the Fund asserted that SC Transport Inc.'s absence of hiring
additional union employees over the past ten years, coupled with restructuring of SC Transport Inc.'s business,
constituted an adverse selection practice under the Fund and, if not remedied, would result in the assessment of a
withdrawal liability. As a result of the Fund’s assertion, SC Transport Inc. recorded an $11.2 charge related to its
estimated future obligations under a withdrawal liability.
In 2020, SC Transport Inc. finalized a new CBA with its employees that no longer requires it to contribute to
the Fund after March 31, 2019 due to our withdrawal from the Fund. We notified the Fund of the new CBA, and the
Fund issued a final assessment of our withdrawal liability during 2020. We appealed the amount of the assessment
by the Fund and are now awaiting arbitration proceedings. The amount that may ultimately be required to settle any
potential obligation may be lower or higher than the estimated liability, which will be adjusted as needed, if and
when additional information becomes available. If actual settlements are significantly lower or higher than the
estimated reserve, our results of operations may be materially affected. In addition, if the Fund were to experience
a mass withdrawal within three years from the date of our withdrawal, our liability could increase by approximately
$13. A mass withdrawal could occur if all participating employers in the Fund withdraw at the same time, if the
trustees terminate the Fund or if all union employees decertify the union.
General Risk Factors
We rely on the integrity and security of our information technology systems, and our business could be
materially adversely impacted by extended disruptions, significant security breaches or other compromises
of these systems.
We rely on information technology systems to operate and manage our business and to process, maintain
and safeguard information essential to our business as well as information relating to our customers, dealers,
suppliers and employees. These systems are vulnerable to events beyond our reasonable control, including
cyberattacks and security breaches, telecommunication and internet failures, natural disasters and power loss.
Such events could result in operational slowdowns, shutdowns or other difficulties; loss of revenues or market
share; compromise or loss of sensitive or proprietary information; destruction or corruption of data; costs of
remediation, repair or recovery; breaches of obligations to third parties under privacy laws or contracts; or damage
to our reputation or customer relationships; each of which, depending on the extent or duration of the event, could
materially adversely impact our business, operating results or financial condition. We maintain insurance coverage
which may cover some of these risks, subject to the terms and conditions of the applicable policies, but such
coverage may not be available or sufficient to cover all of the losses which may arise.
In Q3 2021, we detected a cyberattack that resulted in unauthorized access to our information technology
systems. To protect our systems during that cyberattack, we temporarily shut down our global operations, which
resulted in a delay of approximately $60 in revenue from Q3 2021 to Q4 2021; however, we do not believe this
incident had or will have a materially adverse impact on our business, operating results or financial condition or the
effectiveness of our internal controls.
We may be adversely affected by security breaches, errors or disruptions relating to our software and
software-as-a-service offerings.
We sell enterprise resource planning software and software-as-a-service offerings to our dealers, and we sell
technology products and service offerings to our customers. In connection with some of these offerings, we collect
and store data belonging to our dealers and customers, and we rely on third parties, such as cloud hosting
providers and other service providers, to perform some of our obligations. If the security measures we and our
third-party vendors use are breached, if there are errors in our software or if there are any service interruptions
caused by other events, our offerings may not operate properly, dealer or customer data could be lost or
compromised, and our dealers’ businesses may be disrupted. In such events, we may incur legal liabilities, lost
business or harm to our brand reputation, which could have a negative impact on our business, operating results or
financial condition.
13
We may be adversely impacted by losses and reputational damage related to product defects.
Product defects can occur within our own product development and manufacturing processes or through our
increasing reliance on third parties for product development and manufacturing activities. We incur various
expenses related to product defects, including product warranty costs, product recall and retrofit costs and product
liability costs, which can have an adverse impact on our results of operations. In addition, the reputation of our
brands may be diminished by product defects and recalls.
We maintain a reserve for our product warranty costs based on certain estimates and our knowledge of current
events and actions. While we have made significant investments to improve product quality and our warranty
reserve has declined over the past five years based on historical claims experience, our actual warranty costs may
exceed our reserve, resulting in a need to increase our accruals for warranty charges. We purchase insurance
coverage to reduce our exposure to significant levels of product liability claims and maintain a reserve for our self-
insured losses based upon estimates of the aggregate liability using claims experience and actuarial assumptions.
Incorrect estimates or any significant increase in the rate of our product defect expenses could have a material
adverse effect on our results of operations.
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 sufficient to meet our 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 category
Total
Item 3.
Legal Proceedings:
14
6
3
23
5
5
—
10
9
1
3
13
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.
14
Supplementary Item. Information About Our Executive Officers:
Our executive officers are:
Name
Guillaume M. Alvarez
Sara E. Armbruster
Donna K. Flynn
Ulrich H. E. Gwinner
James P. Keane
Robert G. Krestakos
James N. Ludwig
Lizbeth S. O’Shaughnessy
Eddy F. Schmitt
Allan W. Smith, Jr.
David C. Sylvester
Robin L. Zondervan
Age
61
50
53
59
61
59
57
59
49
53
56
41
Senior Vice President, EMEA
Executive Vice President, Director
Position
Vice President, Global Talent Management
President, Asia Pacific
President and Chief Executive Officer, Director
Vice President, Global Operations
Vice President, Global Design and Product Engineering
Senior Vice President, Chief Administrative Officer, General
Counsel and Secretary
Senior Vice President, Americas
Vice President, Global Marketing
Senior Vice President, Chief Financial Officer
Vice President, Corporate Controller & Chief Accounting Officer
Guillaume M. Alvarez has been Senior Vice President, EMEA since March 2014 and has been employed by
Steelcase since 1984.
Sara E. Armbruster has been Executive Vice President since April 2021. Ms. Armbruster was Vice President,
Strategy, Research and Digital Transformation from February 2018 to April 2021 and Vice President, Strategy,
Research and New Business Innovation from January 2014 to February 2018. Ms. Armbruster has been employed
by Steelcase since 2007.
Donna K. Flynn has been Vice President, Global Talent Management since March 2020. Ms. Flynn was Vice
President, WorkSpace Futures - Research from June 2015 to March 2020 and has been employed by Steelcase
since 2011.
Ulrich H. E. Gwinner has been President, Asia Pacific since March 2014 and has been employed by
Steelcase since 2000.
James P. Keane has been President and Chief Executive Officer since March 2014 and has been employed
by Steelcase since 1997.
Robert G. Krestakos has been Vice President, Global Operations since February 2015 and has been
employed by Steelcase since 1992.
James N. Ludwig has been Vice President, Global Design and Product Engineering since March 2014 and
has been employed by Steelcase since 1999.
Lizbeth S. O’Shaughnessy has been Senior Vice President, Chief Administrative Officer, General Counsel and
Secretary since June 2014 and has been employed by Steelcase since 1992.
Eddy F. Schmitt has been Senior Vice President, Americas since March 2014 and has been employed by
Steelcase since 2003.
Allan W. Smith, Jr. has been Vice President, Global Marketing since September 2013 and has been
employed by Steelcase since 1991.
David C. Sylvester has been Senior Vice President, Chief Financial Officer since April 2011 and has been
employed by Steelcase since 1995.
Robin L. Zondervan has been Vice President, Corporate Controller & Chief Accounting Officer since April
2021. Ms. Zondervan was Corporate Controller & Chief Accounting Officer from December 2020 to April 2021,
Corporate Controller from May 2018 to December 2020 and Assistant Corporate Controller from March 2014 to May
2018. Ms. Zondervan has been employed by Steelcase since 2011.
15
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 and there is no established public trading market. See
Note 16 to the consolidated financial statements for additional information. As of the close of business on April 16,
2021, we had outstanding 115,664,399 shares of common stock with 5,130 shareholders of record. Of these
amounts, 90,050,455 shares are Class A Common Stock with 5,062 shareholders of record and 25,613,944 shares
are Class B Common Stock with 68 shareholders of record.
Fourth Quarter Share Repurchases
There were no share repurchases during Q4 2021. As of February 26, 2021, approximately $56.4 remained
in shares that may yet be purchased under the $150 share repurchase program approved by our Board of Directors
in January 2016. This program has no specific expiration date.
16
Item 6.
Selected Financial Data:
Financial Highlights
February 26,
2021
February 28,
2020
February 22,
2019
February 23,
2018
February 24,
2017
Year Ended
Operating Results:
Revenue
Gross profit (1)
Operating income (1)
Income before income tax expense
Net income
Supplemental Operating Data:
Effective tax rate
Restructuring costs
Goodwill and intangible asset impairment
charges
Capital expenditures
Share Data:
Basic earnings per common share
Diluted earnings per common share
Weighted average shares outstanding -
basic
Weighted average shares outstanding -
diluted
Dividends paid per common share
Balance Sheet Data:
Cash and cash equivalents
Short-term investments
COLI
Working capital (2)
Total assets
Total debt
Total liabilities
Total shareholders’ equity
Statement of Cash Flow Data:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
$ 2,596.2
$ 3,723.7
$ 3,443.2
$ 3,055.5
$ 3,032.4
762.8
1,215.2
1,087.9
1,005.2
1,007.6
43.0
25.9
26.1
257.0
245.2
199.7
183.6
163.9
126.0
155.2
161.5
80.7
196.2
196.3
124.6
(0.8) %
18.6 %
23.1 %
50.0 %
36.5 %
$
(28.6)
$
—
$
—
$
—
$
(5.1)
(17.6)
(41.3)
—
(73.4)
—
(81.4)
—
(87.9)
—
(61.1)
$
$
0.22
0.22
$
$
1.67
1.66
$
$
1.06
1.05
$
$
0.68
0.68
$
$
1.03
1.03
117.5
119.6
119.1
119.2
120.7
117.8
120.2
119.5
119.4
121.2
$
0.37
$
0.58
$
0.54
$
0.51
$
0.48
$ 489.8
$ 541.0
$ 261.3
$ 283.1
$ 197.1
—
169.5
530.4
—
160.0
497.9
—
156.1
353.4
—
172.2
299.2
73.4
168.8
295.8
2,354.0
2,565.4
2,142.4
1,859.2
1,792.0
483.9
484.3
487.0
295.0
297.4
1,393.5
1,595.0
1,292.6
1,045.9
1,025.5
960.5
970.4
849.8
813.3
766.5
$
64.8
$ 360.8
$ 131.2
$ 227.0
$ 170.7
(30.6)
(87.8)
4.5
(81.9)
(271.6)
122.3
(47.5)
(97.5)
(48.4)
(105.9)
(1)
Reflects the reclassification of net expenses from Cost of sales and Operating expenses to Other income, net
of $0.8 and $4.0 for the years ended February 23, 2018 and February 24, 2017, respectively, as a result of
our adoption of Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits (Topic 715),
which was issued by the Financial Accounting Standards Board in March 2017.
(2) Working capital equals current assets minus current liabilities, as presented in the Consolidated Balance
Sheets.
17
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 the non-GAAP financial measure 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 from the prior year excluding estimated currency translation effects, the impacts of acquisitions
and divestitures and the impact of the additional week in 2020; and (2) adjusted operating income (loss), which
represents operating income (loss) excluding goodwill impairment charges and restructuring costs. 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.
Statement of Operations Data—
Consolidated
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charge
Restructuring costs
Operating income
Interest expense
Investment income
Other income, net
Income before income tax expense
(benefit)
Income tax expense (benefit)
Net income
Earnings per share:
Basic
Diluted
$ 2,596.2
100.0 % $ 3,723.7
100.0 % $ 3,443.2
100.0 %
1,822.8
70.2
2,508.5
67.4
2,355.3
10.6
762.8
684.2
17.6
18.0
43.0
(27.1)
1.4
8.6
25.9
(0.2)
0.4
29.4
26.4
0.6
0.7
1.7
(1.1)
0.1
0.3
1.0
—
—
1,215.2
958.2
—
—
257.0
(27.3)
5.4
10.1
245.2
45.5
—
32.6
25.7
—
—
6.9
(0.7)
0.1
0.3
6.6
1.2
—
1,087.9
904.3
—
—
183.6
(37.5)
2.9
14.9
163.9
37.9
68.4
—
31.6
26.3
—
—
5.3
(1.0)
0.1
0.4
4.8
1.1
$
26.1
1.0 % $ 199.7
5.4 % $ 126.0
3.7 %
$
$
0.22
0.22
$
$
1.67
1.66
$
$
1.06
1.05
18
Organic Revenue Growth (Decline) — Consolidated
Prior year revenue
Acquisitions
Divestitures
Impact of additional week**
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Impact of additional week**
Current year revenue, adjusted
Organic growth (decline) $
Organic growth (decline) %
________________________
Year Ended
February 26,
2021
February 28,
2020
$ 3,723.7
2.2
(61.5)
(48.4)
23.0
3,639.0
2,596.2
—
2,596.2
$ (1,042.8)
$ 3,443.2
88.6
(0.9)
—
(34.8)
3,496.1
3,723.7
(48.4)
3,675.3
$ 179.2
(29) %
5 %
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a monthly basis during the current year.
** 2020 included 53 weeks of revenue in the Americas and Other category. EMEA ends its fiscal year on the last
day of February, so the comparison to the prior year is generally consistent.
Reconciliation of Operating Income to
Adjusted Operating Income
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Operating income
Add: goodwill impairment charge
Add: restructuring costs
Adjusted operating income
$
$
43.0
17.6
28.6
89.2
1.7 % $
257.0
6.9 % $
183.6
5.3 %
0.6
1.1
—
—
—
—
—
—
—
—
3.4 % $
257.0
6.9 % $
183.6
5.3 %
The current year results of operations are presented in comparison to the prior year within the sections below.
For a discussion of the 2020 results of operations in comparison to 2019, see "Management’s Discussion and
Analysis of Financial Condition and Results of Operations" in our 2020 Annual Report on Form 10-K.
Overview
During 2021, the COVID-19 pandemic, actions taken by various governments and third parties to combat the
spread of COVID-19 and the related global economic uncertainty resulted in significant declines in our revenue and
orders compared to the prior year. We took a number of actions to conserve capital and reduce our cost structure in
response to such events, including significantly reducing salaries in the first half of the year and substantially
reducing discretionary spending. By the end of Q2 2021, we restored most of our global salaried workforce to full
pay, and in Q2 and Q3 2021, we implemented workforce reductions in the Americas which lowered our annualized
costs by approximately $40.
In 2021, our revenue declined 30% compared to the prior year, and we had $43.0 of operating income. The
impact of the decline in revenue was partially mitigated by savings from cost reduction actions and lower variable
compensation expense, which supported our profitability in 2021 despite the economic challenges faced throughout
the year.
We recorded net income of $26.1 and diluted earnings per share of $0.22 in 2021 compared to net income of
$199.7 and diluted earnings per share of $1.66 in 2020. In 2021, the results included: (1) a goodwill impairment
charge related to the EMEA segment, which had the effect of decreasing net income by $17.6 and diluted earnings
per share by $0.15, and (2) restructuring costs in the Americas segment, which had the effect of decreasing net
income by $17.4 and diluted earnings per share by $0.15. In 2020, the results included a gain from the sale of
PolyVision Corporation ("PolyVision"), which had the effect of increasing net income by $19.7 after taking into
account related variable compensation expense and tax benefits. Operating income of $43.0 in 2021 represented a
decrease of $214.0 compared to the prior year. The decrease was due to lower revenue across all segments,
restructuring costs and the goodwill impairment charge, partially offset by lower operating expenses and overhead
costs. Excluding the impact of the restructuring costs and the impairment charge, adjusted operating income
decreased by $167.8 compared to the prior year.
19
Revenue of $2,596.2 in 2021 represented a decrease of $1,127.5, or 30%, compared to the prior year. The
decline was broad-based across all segments due to the impacts of the COVID-19 pandemic. Revenue declined by
31% in the Americas, 24% in EMEA and 38% in the Other category. After adjusting for a $61.5 impact from the
divestiture of PolyVision, $48.4 from an additional week in 2020, $23.0 of currency translation effects and $2.2 from
an acquisition, the organic revenue decline was $1,042.8 or 29% compared to the prior year. The organic revenue
decline was 30% in the Americas, 26% in EMEA and 25% in the Other category.
Cost of sales as a percentage of revenue increased by 280 basis points to 70.2% of revenue in 2021
compared to 2020. Cost of sales as a percentage of revenue increased by 260 basis points in the Americas, 370
basis points in EMEA and 190 basis points in the Other category compared to the prior year. The year-over-year
increase was driven by the decrease in revenue and approximately $15 of higher costs related to direct labor and
logistics inefficiencies as a result of disruptions and supply chain challenges experienced throughout the year,
partially offset by:
• an approximately $47 reduction in overhead costs,
• a $35.0 reduction in variable compensation expense ($4.3 of which related to the gain on the sale of
PolyVision in the prior year), and
• pricing benefits.
Operating expenses of $684.2 in 2021 represented a decrease of $274.0 compared to the prior year. The
primary drivers of the year-over-year decrease included:
•
•
•
•
•
•
approximately $112 of lower discretionary spending,
approximately $69 of lower wage and benefit expenses related to workforce reductions and temporary
salary reductions,
a $69.3 reduction in variable compensation expense ($9.1 of which related to the gain on the sale of
PolyVision in the prior year),
$10.4 related to the additional week in 2020,
$6.7 of gains from the sale of land in 2021, and
$6.2 of higher COLI income in 2021.
The year-over-year decrease in operating expenses was partially offset by a $21.0 gain from the sale of PolyVision
in 2020. Operating expenses decreased by $206.0 in the Americas, $40.9 in EMEA and $16.7 in the Other category
(which had a $20.6 benefit in 2020 from the gain on the sale of PolyVision, net of related variable compensation
expense).
We recorded restructuring costs of $28.6 in 2021 in the Americas related to workforce reduction actions taken
as a result of reduced demand due to the COVID-19 pandemic. See Note 23 to the consolidated financial
statements for further information.
Our 2021 effective tax rate was (0.8)% compared to a 2020 effective tax rate of 18.6%. The 2021 rate
reflected $11.7 of benefits related to the U.S. Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act")
and the non-deductible nature of the $17.6 goodwill impairment charge. The 2020 rate reflected $8.7 of net tax
benefits related to the sale of PolyVision and a $3.1 reversal of a valuation allowance in the U.K. See Note 17 to
the consolidated financial statements for additional information.
20
Interest Expense, Investment Income and Other Income, Net
Interest Expense, Investment Income and Other Income, Net
Interest expense
Investment income
Other income (expense), net:
Equity in income of unconsolidated affiliates
Foreign exchange gain (loss)
Net periodic pension and post-retirement credit (expense), excluding
service cost
Miscellaneous income (expense), net
Total other income, net
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
(27.1) $
(27.3) $
(37.5)
1.4
5.4
2.9
9.3
(2.3)
12.3
0.3
(0.3)
0.9
1.9
8.6
(3.4)
10.1
13.7
0.3
3.7
(2.8)
14.9
Total interest expense, investment income and other income, net
$
(17.1) $
(11.8) $
(19.7)
Investment income decreased by $4.0 in 2021 compared to the prior year primarily due to lower market
interest rates. Miscellaneous income (expense), net in 2021 included a $2.8 gain related to additional proceeds
received in 2021 from the partial sale of an investment in an unconsolidated affiliate in 2018.
Business Segment Disclosure
See Note 22 to the consolidated financial statements for additional information regarding our business
segments.
Americas
The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with
a comprehensive portfolio of furniture, architectural and technology products marketed to corporate, government,
healthcare, education and retail customers through the Steelcase, Coalesse, Smith System, AMQ and Orangebox
brands.
Statement of Operations Data—
Americas
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charge
Restructuring costs
Operating income
$ 1,848.5
100.0 % $ 2,672.9
100.0 % $ 2,470.2
100.0 %
1,285.1
69.5
1,789.1
66.9
1,673.5
10.6
552.8
437.8
—
18.0
97.0
$
0.6
29.9
23.7
—
1.0
—
883.8
643.8
—
—
—
33.1
24.1
—
—
—
796.7
586.8
—
—
67.7
—
32.3
23.8
—
—
5.2 % $
240.0
9.0 % $
209.9
8.5 %
21
Organic Revenue Growth (Decline) — Americas
Prior year revenue
Acquisitions
Divestitures
Impact of additional week**
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Impact of additional week**
Current year revenue, adjusted
Organic growth (decline) $
Organic growth (decline) %
________________________
Year Ended
February 26,
2021
February 28,
2020
$ 2,672.9
$ 2,470.2
2.2
—
(42.7)
(0.8)
43.6
—
—
(1.8)
2,631.6
2,512.0
1,848.5
2,672.9
—
(42.7)
1,848.5
2,630.2
$ (783.1)
$ 118.2
(30) %
5 %
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a monthly basis during the current year.
** 2020 included 53 weeks of revenue.
Reconciliation of Operating Income to
Adjusted Operating Income - Americas
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Operating income
$
Add: goodwill impairment charge
Add: restructuring costs
97.0
—
28.6
5.2 % $
240.0
9.0 % $
209.9
8.5 %
—
1.6
—
—
—
—
—
—
—
—
Adjusted operating income
$
125.6
6.8 % $
240.0
9.0 % $
209.9
8.5 %
Operating income in the Americas declined by $143.0 in 2021 compared to the prior year. The 2021 results
included $28.6 of restructuring costs. The remaining decrease was driven by lower revenue, partially offset by cost
reductions. Excluding the impact of the restructuring costs, adjusted operating income decreased by $114.4
compared to the prior year.
The Americas revenue represented 71.2% of consolidated revenue in 2021. Revenue for 2021 of $1,848.5
represented a decrease of $824.4 or 31% compared to 2020. The decline was driven by reduced industry demand
due to the COVID-19 pandemic. After adjusting for the $42.7 impact from the additional week in 2020, $2.2 from an
acquisition and $0.8 of currency translation effects, revenue in 2021 declined by $783.1 or 30% on an organic basis
compared to the prior year.
Cost of sales as a percentage of revenue increased by 260 basis points to 69.5% of revenue in 2021
compared to the prior year. The year-over-year increase was driven by the decrease in revenue and approximately
$14 of higher costs related to direct labor and logistics inefficiencies as a result of disruptions and supply chain
challenges experienced throughout the year, partially offset by:
•
•
•
an approximately $39 reduction in overhead costs,
$32.3 of lower variable compensation expense, and
pricing benefits.
22
Operating expenses decreased by $206.0 in 2021 compared to the prior year. The year-over-year
comparison reflected the following:
•
•
•
•
•
approximately $75 of lower discretionary spending,
$55.3 of lower variable compensation expense,
approximately $48 of lower wage and benefit expenses related to workforce reductions and temporary
salary reductions,
$7.2 related to the additional week in 2020, and
$6.7 from gains on the sale of land in 2021.
We recorded restructuring costs of $28.6 in 2021 related to workforce reduction actions taken as a result of
reduced demand due to the COVID-19 pandemic. See Note 23 to the consolidated financial statements for
additional information.
EMEA
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase,
Orangebox and Coalesse brands, with a comprehensive portfolio of furniture, architectural and technology products.
Statement of Operations Data — EMEA
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charge
Restructuring costs
Operating income (loss)
$ 511.3
100.0 % $ 669.6
100.0 % $ 617.0
100.0 %
380.4
—
130.9
145.6
17.6
—
74.4
—
25.6
28.5
3.4
—
$
(32.3)
(6.3) % $
473.2
—
196.4
186.5
—
—
9.9
70.7
—
29.3
27.8
—
—
448.7
—
168.3
175.2
—
—
72.7
—
27.3
28.4
—
—
1.5 % $
(6.9)
(1.1) %
Organic Revenue Growth (Decline) — EMEA
Prior year revenue
Acquisitions
Divestitures
Impact of additional week**
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Impact of additional week**
Current year revenue, adjusted
Organic growth (decline) $
Organic growth (decline) %
________________________
Year Ended
February 26,
2021
February 28,
2020
$ 669.6
—
—
—
24.3
693.9
511.3
—
511.3
$ (182.6)
$ 617.0
45.0
(0.9)
—
(28.5)
632.6
669.6
—
669.6
37.0
$
(26) %
6 %
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a monthly basis during the current year.
** EMEA ends its fiscal year on the last day of February, so the comparison to the prior year is generally consistent.
23
Reconciliation of Operating Income (Loss)
to Adjusted Operating Income (Loss) -
EMEA
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Operating income (loss)
$
(32.3)
(6.3) % $
Add: goodwill impairment charge
Add: restructuring costs
17.6
—
3.4
—
Adjusted operating income (loss)
$
(14.7)
(2.9) % $
9.9
—
—
9.9
1.5 % $
(6.9)
(1.1) %
—
—
—
—
—
—
1.5 % $
(6.9)
(1.1) %
EMEA operating results declined by $42.2 in 2021 compared to the prior year. The decrease was driven by
lower revenue and a $17.6 goodwill impairment charge related to the Orangebox U.K. reporting unit in Q1 2021,
partially offset by lower operating expenses. Excluding the impact of the goodwill impairment charge, the 2021
adjusted operating loss of $14.7 represented a decline of $24.6 compared to the prior year.
EMEA revenue represented 19.7% of consolidated revenue in 2021. Revenue decreased by $158.3 or 24%
compared to the prior year. The decrease was broad-based across most markets due to reduced demand from the
COVID-19 pandemic, partially offset by $24.3 of favorable currency translation effects. Adjusted for the currency
translation effects, revenue in 2021 declined by $182.6 or 26% on an organic basis compared to the prior year.
Cost of sales as a percentage of revenue increased by 370 basis points to 74.4% in 2021 compared to the
prior year. The increase was driven by lower revenue and unfavorable shifts in business mix (which included a
higher mix of project business), partially offset by approximately $8 of lower overhead costs.
Operating expenses decreased by $40.9 in 2021 compared to the prior year. The decrease was driven by
approximately $21 from lower discretionary spending, approximately $12 of lower wage and benefit expenses
primarily related to temporary work hour reductions and $8.2 of lower variable compensation expense.
Other
The Other category includes Asia Pacific and Designtex. Asia Pacific serves customers in Australia, China,
India, Japan, Korea and other countries in Southeast Asia primarily under the Steelcase brand with a
comprehensive portfolio of furniture, architectural and technology products. Designtex primarily sells textiles, wall
coverings and surface imaging solutions specified by architects and designers directly to end-use customers
through a direct sales force primarily in North America. In 2020 and 2019, the Other category also included
PolyVision which was sold in Q4 2020.
Statement of Operations Data — Other
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charge
Restructuring costs
Operating income
$ 236.4
100.0 % $ 381.2
100.0 % $ 356.0
100.0 %
157.3
—
79.1
78.9
—
—
0.2
$
66.5
—
33.5
33.4
—
—
246.2
—
135.0
95.6
—
—
64.6
—
35.4
25.1
—
—
233.1
—
122.9
108.6
—
—
65.5
—
34.5
30.5
—
—
0.1 % $
39.4
10.3 % $
14.3
4.0 %
24
Organic Revenue Growth (Decline) — Other
Prior year revenue
Acquisitions
Divestitures
Impact of additional week**
Currency translation effects*
Prior year revenue, adjusted
Current year revenue
Impact of additional week**
Current year revenue, adjusted
Organic growth (decline) $
Organic growth (decline) %
________________________
Year Ended
February 26,
2021
February 28,
2020
$ 381.2
$ 356.0
—
(61.5)
(5.7)
(0.5)
313.5
236.4
—
236.4
—
—
—
(4.5)
351.5
381.2
(5.7)
375.5
$
(77.1)
$
24.0
(25) %
7 %
* Currency translation effects represent the net effect of translating prior year foreign currency revenues using the
average exchange rate on a monthly basis during the current year.
** 2020 included 53 weeks of revenue.
Reconciliation of Operating Income to Adjusted
Operating Income - Other
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
Operating income
Add: goodwill impairment charge
Add: restructuring costs
Adjusted operating income
$
$
0.2
—
—
0.2
0.1 % $
39.4
10.3 % $
14.3
4.0 %
—
—
—
—
—
—
—
—
—
—
0.1 % $
39.4
10.3 % $
14.3
4.0 %
Operating income in the Other category decreased by $39.2 in 2021 compared to the prior year, which
included a $20.4 benefit from the gain on the sale of PolyVision, net of related variable compensation expense, and
a $7.0 negative impact from the PolyVision divestiture. The remaining decrease was driven by lower revenue,
partially offset by lower operating expenses.
Revenue in the Other category represented 9.1% of consolidated revenue in 2021. Revenue in 2021
decreased by $144.8 or 38% compared to the prior year. The decrease was driven by lower revenue in both Asia
Pacific and Designtex as a result of reduced demand due to the COVID-19 pandemic and a $61.5 impact from the
PolyVision divestiture. After adjusting for the impact of the divestiture, $5.7 related to the additional week in 2020
and $0.5 of currency translation effects, the organic revenue decline was $77.1 or 25%, compared to the prior year.
Operating expenses decreased by $16.7 compared to the prior year. The decrease was driven by
approximately $14 of lower discretionary spending, an $11.8 impact from the PolyVision divestiture, and
approximately $9 of lower wage and benefit expenses related to temporary salary reductions, partially offset by the
gain from the sale of PolyVision in Q4 2020, net of related variable compensation expense, of $20.6.
25
Corporate
Corporate costs include unallocated portions of shared service functions such as information technology,
corporate facilities, finance, human resources, research, legal and customer aviation, plus deferred compensation
expense and income or losses associated with COLI.
Statement of Operations Data — Corporate
Operating expenses
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
21.9 $
32.3 $
33.7
The decrease in operating expenses in 2021 was driven by $6.2 of higher COLI income, approximately $3 of
lower discretionary spending, $2.8 of lower variable compensation expense and approximately $2 of lower wage
and benefit expenses related to temporary salary reductions and lower discretionary spending, partially offset by a
$4.2 increase in deferred compensation expense.
Liquidity and Capital Resources
Liquidity
Cash and cash equivalents are used 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. During normal business conditions, we target a range of $75 to $175 for cash and cash equivalents to
fund operating requirements. In addition, we may carry additional liquidity for potential investments in strategic
initiatives and as a cushion against economic volatility, and from time to time, we may allow our cash and cash
equivalents to temporarily fall below our targeted range to fund acquisitions and other growth initiatives.
Liquidity Sources
Cash and cash equivalents
Company-owned life insurance
Availability under credit facilities
Total liquidity sources available
February 26,
2021
February 28,
2020
$
489.8 $
169.5
265.9
$
925.2 $
541.0
160.0
273.3
974.3
As of February 26, 2021, we held $489.8 in cash and cash equivalents. Of that total, 87% was located in the
U.S. and the remaining 13%, or $63.5, was located outside of the U.S., primarily in China (including Hong Kong),
Mexico, the U.K., Malaysia and India.
COLI investments are recorded at their net cash surrender value. Our investments in COLI policies are
intended to be utilized as a long-term funding source for long-term benefit obligations. However, COLI can also be
used as a source of liquidity. We believe the financial strength of the issuing insurance companies associated with
our COLI policies is sufficient to meet their obligations. See Note 10 to the consolidated financial statements for
additional information.
Availability under credit facilities may be reduced related to compliance with applicable covenants. 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, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
64.8 $
360.8 $
131.2
(30.6)
(87.8)
2.1
(51.5)
547.1
4.5
(81.9)
(1.1)
282.3
264.8
(271.6)
122.3
(2.7)
(20.8)
285.6
264.8
Cash, cash equivalents and restricted cash, end of period
$
495.6 $
547.1 $
26
Cash provided by operating activities
Cash Flow Data—Operating Activities
Net income
Depreciation and amortization
Goodwill impairment charge
Restructuring costs
Changes in accounts receivable, inventories and accounts payable
Employee compensation liabilities
Employee benefit obligations
Other
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
26.1 $
199.7 $
126.0
85.2
17.6
28.6
79.0
(138.7)
(22.6)
(10.4)
85.6
—
—
11.8
36.7
(3.1)
30.1
81.6
—
—
(81.9)
21.1
4.0
(19.6)
Net cash provided by operating activities
$
64.8 $
360.8 $
131.2
The decrease in cash provided by operating activities in 2021 as compared to 2020 was primarily due to
lower net income. Annual payments related to accrued variable compensation and retirement plan contributions,
typically made in Q1 each year for the preceding year, totaled $148.0 in 2021 compared to $114.3 in 2020. In 2021,
we paid $28.2 related to severance and other separation-related benefits for workforce reductions in our Americas
segment which is reflected in the change in employee compensation liabilities. Changes in other operating assets
and liabilities in 2021 reflects a net $40.2 increase in income taxes receivable related to the tax loss that we
recorded in the U.S. in the current year which can be carried back.
Cash provided by (used in) investing activities
Cash Flow Data—Investing Activities
Capital expenditures
Proceeds from disposal of fixed assets
Proceeds from business divestitures, net of costs to sell
Acquisitions, net of cash acquired
Other
Net cash provided by (used in) investing activities
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
$
(41.3) $
7.4
—
(3.8)
7.1
(30.6) $
(73.4) $
1.8
72.6
(3.7)
7.2
4.5 $
(81.4)
20.5
(0.3)
(226.2)
15.8
(271.6)
Capital expenditures in 2021 were lower compared to 2020 due to our reduced spending during the
COVID-19 pandemic and were primarily related to investments in manufacturing operations, product development
and customer-facing facilities. We sold land for proceeds of $7.1 in 2021. Other investing activities included $3.3 of
additional proceeds received in 2021 from the partial sale of an investment in an unconsolidated affiliate in 2018.
Remaining proceeds from other investing activities primarily relate to COLI policy maturities.
In 2020, we sold PolyVision for net proceeds of $72.6. See Note 21 to the consolidated financial statements
for additional information.
27
Cash provided by (used in) financing activities
Cash Flow Data—Financing Activities
Dividends paid
Common stock repurchases
Borrowings on lines of credit
Repayments on lines of credit
Borrowing of long-term debt
Repayments of long-term debt
Other
Net cash provided by (used in) financing activities
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
(43.5) $
(69.1) $
(64.3)
(42.7)
(8.7)
250.0
(250.0)
—
(2.4)
0.8
—
—
—
(2.9)
(1.2)
(4.2)
323.1
(323.1)
450.0
(252.7)
(6.5)
$
(87.8) $
(81.9) $
122.3
We paid dividends of $0.07 per common share in Q1 2021 and dividends of $0.10 per common share in each
of Q2 2021, Q3 2021 and Q4 2021. We paid dividends of $0.145 per common share during each quarter in 2020.
On March 23, 2021, our Board of Directors declared a dividend of $0.10 per common share to be paid in Q1 2022.
In Q1 2021, we borrowed $250.0 under our global credit facility to provide additional liquidity in light of the
uncertainty related to the COVID-19 pandemic. We repaid the full $250.0 borrowed by the end of Q3 2021.
During 2021 and 2020, we made common stock repurchases of $42.7 and $8.7, respectively, all of which
related to our Class A Common Stock. These common stock repurchases included repurchases of Class A
Common Stock of $4.0 and $4.8 in 2021 and 2020, respectively, which were made to satisfy participants' tax
withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive
Compensation Plan.
As of February 26, 2021, we had $56.4 of remaining availability under the $150 share repurchase program
approved by our Board of Directors in 2016.
Capital Resources
Off-Balance Sheet Arrangements
In certain cases, we guarantee completion of contracts by our dealers or other third parties. Due to the
contingent nature of guarantees, the full value of the guarantees is not recorded in our Consolidated Balance
Sheets. We record reserves to cover potential losses related to guarantees when appropriate based upon the
applicable accounting guidance. As of February 26, 2021 and February 28, 2020, there were no reserves for
guarantees recorded in the Consolidated Balance Sheets.
Contractual Obligations
Our contractual obligations as of February 26, 2021 were as follows:
Payments Due by Period
Contractual Obligations
Total
Less than
1 Year
1-3
Years
3-5
Years
More than
5 Years
Long-term debt and short-term borrowings
Estimated interest on debt obligations
Operating leases
Committed capital expenditures
Purchase obligations
Other liabilities
Employee benefit and compensation obligations
Total
$
483.9 $
185.2
275.9
26.9
59.4
0.8
192.2
$ 1,224.3 $
4.7 $
24.3
52.0
26.9
28.8
0.8
62.9
34.8 $
47.2
84.5
—
26.4
—
32.5
— $
46.2
67.7
—
4.2
—
23.6
200.4 $
225.4 $
141.7 $
444.4
67.5
71.7
—
—
—
73.2
656.8
Total consolidated debt as of February 26, 2021 was $483.9 which primarily consists of $444.1 in term notes
due in 2029 and $37.5 related to a term loan secured by our two corporate aircraft which is due in 2024.
28
We have commitments related to corporate offices, sales offices, showrooms, manufacturing facilities and
equipment under non-cancelable operating leases that expire at various dates through 2031. Minimum payments
under operating leases, net of sublease rental income, are presented in the table above.
Committed capital expenditures represent obligations we have related to property, plant and equipment
purchases.
Purchase obligations represent obligations under non-cancelable 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 and compensation 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 post-retirement and pension contributions and benefit payments to 10 years as information beyond this
time period was not available. See Note 15 to the consolidated financial statements for additional information.
The contractual obligations table above is presented as of February 26, 2021. 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 anticipate the cash expected to be generated from future operations and
current cash and cash equivalents, funds available under our credit facilities and funds available from COLI will be
sufficient to fulfill our existing contractual obligations.
Liquidity Facilities
Our total liquidity facilities as of February 26, 2021 were as follows:
Liquidity Facilities
Global committed bank facility
Other committed bank facility
Various uncommitted lines
Total credit lines available
Less: Borrowings outstanding
Less: Other guarantees
Available capacity
February 26,
2021
$
250.0
2.7
18.3
271.0
(1.4)
(3.7)
$
265.9
We have a $250.0 global committed bank facility in effect through 2025. As of February 26, 2021, there were
no borrowings outstanding under the facility, $3.7 of guarantees which reduced our availability, and we were in
compliance with all covenants under the facility.
We have a $12.5 committed credit facility related to a subsidiary, which has current availability of $2.7 based
on eligible accounts receivable of the subsidiary. As of February 26, 2021, $1.4 was outstanding under the facility.
The various uncommitted lines may be changed or canceled by the applicable lenders at any time. There
were no borrowings outstanding under the uncommitted facilities as of February 26, 2021.
In addition, we have revolving credit agreements of $40.7 which can be utilized to support bank guarantees,
letters of credit or foreign exchange contracts. As of February 26, 2021, we had $12.9 in outstanding bank
guarantees and standby letters of credit against these agreements. There were no draws against our letters of
credit during 2021 or 2020.
29
Total consolidated debt as of February 26, 2021 was $483.9. Our debt primarily consists of $444.1 in term
notes due in 2029 with an effective interest rate of 5.6%. In addition, we have a term loan with a balance as of
February 26, 2021 of $37.5. This term loan has a floating interest rate based on 30-day LIBOR plus 1.20% and is
due in 2024. The term notes are unsecured, and the term loan is secured by our two corporate aircraft. The term
notes and the term loan contain no financial covenants and are not cross-defaulted to our other debt facilities.
See Note 13 to the consolidated financial statements for additional information.
Liquidity Outlook
At February 26, 2021, our total liquidity, which is comprised of cash and cash equivalents and the cash
surrender value of COLI, aggregated to $659.3. Our liquidity position, funds available under our credit facilities and
cash generated from operations are expected to be sufficient to finance our known and foreseeable liquidity needs.
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 have flexibility over some of these uses of cash, including capital expenditures and discretionary
operating expenses, to preserve our liquidity position. We expect capital expenditures in 2022 will not exceed $70
as compared to $41.3 in 2021.
During 2021, we took a number of actions to protect our liquidity as a result of the COVID-19 pandemic,
including eliminating travel and events, temporary labor, overtime and scaling back project spending. We
maintained these cost reduction efforts through the end of 2021 and have continued to maintain them going into
2022 as we monitor incoming order patterns and as our customers begin to return to their offices, while resuming
some project spending to stay invested in our growth initiatives.
On March 23, 2021, we announced a quarterly dividend on our common stock of $0.10 per share, or
approximately $12, to be paid in Q1 2022. Future dividends will be subject to approval by our Board of Directors.
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.
30
Business Combinations and Goodwill
We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities
assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase
consideration requires management to make significant estimates and assumptions, especially with respect to
intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to, future
expected cash flows related to acquired dealer relationships, trademarks and know-how/designs and require
estimation of useful lives and discount rates. Our estimates of fair value are based upon assumptions believed to
be reasonable but which are inherently uncertain and unpredictable, and as a result, actual results may differ from
these estimates. During the measurement period, which is up to one year from the acquisition date, we may record
adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the
conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During 2021, there
were no material acquisitions. See Note 20 to the consolidated financial statements for additional information.
Annually in Q4, or earlier if conditions indicate it is necessary, the carrying value of each 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, the difference is recorded as an impairment charge. Goodwill is assigned to and the fair value is tested at the
reporting unit level. In 2021, we evaluated goodwill using eight reporting units: the Americas, Red Thread, EMEA,
Asia Pacific, Designtex, AMQ, Smith System and Orangebox U.K.
During Q4 2021, we performed our annual impairment assessment of goodwill in our reporting units. In the
test for potential impairment, we measured the estimated fair values of our reporting units using a discounted cash
flow (“DCF”) valuation method. The DCF analysis calculated the present value of projected cash flows and a
residual value using discount rates that ranged from 8% to 13%. 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 discount rates, forecasted revenue growth rates, expected operating
margins and estimated capital investment, are consistent with our internal projections as of the time of the
assessment. These assumptions could change over time, which may result in future impairment charges. We
corroborated the results of the DCF analysis with a market-based approach that used observable comparable
company information to support the appropriateness of the fair value estimates.
In Q1 2021, we recorded a goodwill impairment charge related to the Orangebox U.K. reporting unit. There
were no other goodwill impairments recorded for the year ended February 26, 2021. See Note 11 to the
consolidated financial statements for additional information.
As of February 26, 2021, we had remaining goodwill recorded on our Consolidated Balance Sheet as follows:
Reportable Segment
Americas
EMEA
Other category
Total
Goodwill
$
207.4
—
10.7
$
218.1
As of the valuation date, the enterprise value available for goodwill determined as described above is
substantially in excess of the underlying reported value of goodwill for all reporting units. See Note 2 and Note 11 to
the consolidated financial statements for additional information.
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.
31
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.
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 expectations 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 as of the time of the evaluation. Changes in tax laws and rates could also affect recorded
deferred tax assets and liabilities in the future.
Future tax benefits are recognized to the extent that realization of these benefits is considered more likely
than not. As of February 26, 2021, we recorded tax benefits from net operating loss carryforwards of $46.1. We
also have recorded valuation allowances totaling $3.0 against these assets, which reduced our recorded tax benefit
to $43.1. It is considered more likely than not that a $43.1 cash benefit 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 would be
established or adjusted. A change in judgment regarding our expected ability to realize deferred tax assets would
be accounted for as a discrete tax expense or benefit in the period in which it occurs.
Additionally, we have deferred tax assets related to tax credit carryforwards of $22.0 comprised primarily of
United States foreign tax credits and investment tax credits granted by the Czech Republic. The U.S. foreign tax
credit carryforward period is 10 years, and utilization of foreign tax credits is restricted to 21% of foreign source
taxable income in that year. We have projected our pretax domestic earnings and foreign source income and
expect to utilize $12.9 of excess foreign tax credits within the allowable carryforward period. The carryforward
period for the Czech Republic investment tax credits is also 10 years. We have projected our pretax earnings in the
Czech Republic and expect to utilize the entire $6.0 of credits within the allowable carryover period. Valuation
allowances are recorded to the extent realization of the tax credit carryforwards is not more likely than not.
See Note 17 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 26, 2021 and February 28, 2020, the fair value of plan assets, benefit plan
obligations and funded status of these plans were as follows:
Fair value of plan assets
Benefit plan obligations
Funded status
Defined Benefit
Pension Plans
Post-Retirement
Plans
February 26,
2021
February 28,
2020
February 26,
2021
February 28,
2020
$
$
33.2 $
85.9
(52.7) $
31.3 $
82.5
(51.2) $
— $
42.7
(42.7) $
—
44.3
(44.3)
The post-retirement medical and life insurance plans are unfunded. As of February 26, 2021, approximately
61% of our unfunded defined benefit pension obligations is related to our non-qualified supplemental retirement plan
that is limited to a select group of management approved by the Compensation Committee of our Board of Directors
and is unfunded. The post-retirement medical and life insurance plans were frozen to new participants in 2003.
The non-qualified supplemental retirement plan was frozen to new participants in 2016, and the benefits were
capped for existing participants. A portion of our investments in whole life and variable life COLI policies with a net
cash surrender value of $169.5 as of February 26, 2021 are intended to be utilized as a long-term funding source
for post-retirement medical benefits, deferred compensation and defined benefit pension plan obligations. The
asset values of the COLI policies are not segregated in a trust specifically for the plans and thus are not considered
32
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 care 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 plan, rates of termination,
medical inflation, 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 (the
Ryan ALM Top Third curve). The measurement dates for our retiree benefit plans are consistent with the last day in
February. Accordingly, we select discount rates to measure our benefit obligations that are consistent with market
indices at the end of February.
Based on consolidated benefit obligations as of February 26, 2021, a one percentage point decline in the
weighted-average discount rate used for benefit plan measurement purposes would have changed the 2021
consolidated benefit obligations by approximately $16. All obligation-related actuarial 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 the pre-65 age group and other important demographic 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 healthcare 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 26, 2021, our initial rate of 6.00% 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 as our plan provides a fixed
subsidy for post-age 65 benefits.
Despite the previously described policies for selecting key actuarial assumptions, we periodically experience
material differences between assumed and actual experience. Our consolidated net unamortized prior service
credits and net actuarial losses of $0.9 and $21.9, respectively, are recorded in Accumulated other comprehensive
income (loss) in the Consolidated Balance Sheets.
See Note 15 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,
pandemics and other Force Majeure events, cyberattacks; the COVID-19 pandemic and the actions taken by
various governments and third parties to combat the pandemic; changes in the legal and regulatory environment;
changes in and availability of raw material, commodity and other input 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.
33
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 and cost commitments, anticipated
sales and purchases and assets and liabilities denominated in currencies other than the functional currency of the
operating entity. We seek to manage our foreign exchange risk largely through operational means, including
matching revenue with same-currency costs and assets with same-currency liabilities. We transacted business
globally in 16 primary currencies in 2021 and 2020, of which the most significant were the U.S. dollar, the euro, the
U.K. pound sterling, Chinese renminbi, the Canadian dollar, Malaysian ringgit, Indian rupee and Mexican peso.
Revenue from foreign locations represented approximately 33% of our consolidated revenue in 2021 and 34% in
2020. 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 netted with offsetting exposures at other
entities or hedged with foreign currency derivatives. We do not use foreign currency derivatives for trading or
speculative purposes. Our 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 $10 in 2021 and by less than $5 in 2020. These estimates assume
no changes other than the U.S. dollar exchange rate itself. However, this quantitative measure has inherent
limitations. The sensitivity analysis disregards the possibility that U.S. dollar and other exchange 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 completed 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 in 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 26, 2021 and February 28, 2020, the cumulative net currency translation adjustments reduced
shareholders’ equity by $26.1 and $57.5, 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 and are recorded in
Other income, net in the Consolidated Statements of Income. In 2021, net foreign currency exchange losses were
$2.3 and in 2020, net foreign currency exchange gains were $0.3.
See Note 2 to the consolidated financial statements for additional information.
Interest Rate Risk
We are exposed to interest rate risk primarily on our cash and cash equivalents, long-term investments and
short-term and long-term borrowings. Our cash equivalents are primarily held in money market funds invested in
U.S. government debt securities. The risk on our short-term and long-term borrowings is primarily related to a
floating interest rate loan with a balance of $37.5 and $39.9 as of February 26, 2021 and February 28, 2020,
respectively. This loan bears a floating interest rate based on 30-day LIBOR plus 1.20%.
We estimate a 1% increase in interest rates would have increased our net income by less than $2 in 2021 and
2020, mainly as a result of higher interest income on our cash equivalents and long-term investments. However,
this quantitative measure has inherent limitations since not all of our investments are in similar asset classes.
See Note 7 and Note 13 to the consolidated financial statements for additional information.
34
Commodity Price Risk
We are exposed to commodity price risk on raw material, component and finished good purchases. The raw
materials that we purchase and that are used in the manufacture of the components and finished goods are not rare
or unique to our industry. The cost of steel, petroleum-based products (including plastics and foam), aluminum,
other metals, wood, particleboard and other commodities, such as fuel and energy, have fluctuated due to changes
in global supply and demand. Our gross margins could be affected if these types of costs continue to fluctuate or
changes in global supply and demand force us to procure materials from outside our current supply chains. We
actively manage these raw material costs through global sourcing initiatives and price increases on our products.
However, in the short-term, significant increases in raw material costs, commodity and other input 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.
As a result of changes in commodity costs, cost of sales decreased approximately $8 during 2021 and
decreased approximately $18 in 2020. The decrease in commodity costs during 2021 was driven primarily by lower
steel and plastic costs, which reflected reductions throughout the first three quarters of the fiscal year and rising
costs in the fourth quarter. The decrease in commodity costs during 2020 was driven primarily by lower steel 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 $11 in 2021 and approximately $13 in 2020. 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, which totaled $58.2 as of February 26, 2021. Our variable life COLI
policies were allocated at approximately 50% fixed income and 50% equity investments as of February 26, 2021.
We estimate a 10% adverse change in the value of the equity portion of our variable life COLI investments
would reduce our net income by approximately $3 in 2021 and approximately $4 in 2020. However, given that a
portion of the investments in COLI policies are intended to be utilized as a long-term funding source for deferred
compensation obligations, and the related earnings associated with these obligations are driven by participant
investment elections that often include equity market allocations, any adverse change in the equity portion of our
variable life COLI investments may be partially offset by reductions in deferred compensation liabilities. 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.
See Note 10 to the consolidated financial statements for additional information.
35
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 (2013) 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 26, 2021.
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.
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Steelcase Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Steelcase Inc. and subsidiaries (the
“Company”) as of February 26, 2021, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of
February 26, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by
COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated financial statements as of and for the year ended February 26, 2021, of
the Company and our report dated April 20, 2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
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 are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
April 20, 2021
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Steelcase Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Steelcase Inc. and subsidiaries (the
"Company") as of February 26, 2021 and February 28, 2020, 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 26, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of February 26, 2021 and February 28, 2020, and the results of its operations
and its cash flows for each of the three years in the period ended February 26, 2021, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company's internal control over financial reporting as of February 26, 2021, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated April 20, 2021, expressed an unqualified opinion
on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, in the first quarter of 2020, the Company adopted FASB
Accounting Standards Update 2016-02, Leases (Topic 842), using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill – AMQ and Orangebox U.K. Reporting Units – Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each
reporting unit to its carrying value. The Company used the income approach with the discounted cash flow valuation
method to estimate fair value, which requires management to make significant estimates and assumptions related
to discount rates, forecasted revenue growth rates and expected operating margins. Changes in these assumptions
could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. The
Company corroborates the results determined using the income approach with a market-based approach that uses
observable comparable company information to support the appropriateness of the fair value estimates.
38
In the first quarter of 2021, the Company determined that a triggering event occurred which resulted in an
interim impairment evaluation of goodwill for each reporting unit. As a result of the interim goodwill impairment
evaluation, the Company determined that the carrying value of the Orangebox U.K. reporting unit (“Orangebox
U.K.”) exceeded its fair value, resulting in a $17.6 million goodwill impairment charge recorded in the first quarter of
2021. Following the charge, Orangebox U.K. had no remaining goodwill. Based on the results of the Company’s
interim and annual goodwill impairment evaluations, the Company concluded that no other goodwill impairment
existed for the year ended February 26, 2021. The consolidated goodwill balance was $218.1 million as of February
26, 2021, of which $31.5 million was allocated to the AMQ Reporting Unit (“AMQ”) and $0.0 million was allocated to
Orangebox U.K.
We identified goodwill for AMQ and Orangebox U.K. as a critical audit matter because of the significant
judgments made by management to estimate the fair values of AMQ and Orangebox U.K. given the sensitivity of
operating changes on future cash flows for these reporting units. This required a high degree of auditor judgment
and an increased extent of effort, including the need to involve our fair value specialists, when performing audit
procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the
discount rates, forecasted revenue growth rates and expected operating margins.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to discount rates, forecasted revenue growth rates and expected operating
margins used by management to estimate the fair values of AMQ and Orangebox U.K. included the following,
among others:
• We tested the effectiveness of controls over management’s goodwill impairment evaluations, including
those over the determination of the fair values of AMQ and Orangebox U.K., such as controls related to
management’s selection of discount rates, forecasted revenue growth rates and expected operating
margins.
• We evaluated management’s ability to accurately forecast revenue growth rates and operating margins by
comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s forecasted revenue growth rates and expected
operating margins by comparing the forecasts to:
– Historical revenues and operating margins.
–
–
Internal communications to management and the Board of Directors.
Forecasted information included in Company press releases as well as in analyst, industry, and
macroeconomic reports.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation
methodology and (2) discount rates by:
–
Testing the source information underlying the determination of the discount rates and the
mathematical accuracy of the calculation.
– Developing a range of independent estimates and comparing those to the discount rates selected
by management.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
April 20, 2021
We have served as the Company's auditor since 2009.
39
STEELCASE INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
Revenue
Cost of sales
Restructuring costs
Gross profit
Operating expenses
Goodwill impairment charge
Restructuring costs
Operating income
Interest expense
Investment income
Other income, net
Income before income tax expense (benefit)
Income tax expense (benefit)
Net income
Earnings per share:
Basic
Diluted
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$ 2,596.2 $ 3,723.7 $ 3,443.2
1,822.8
2,508.5
2,355.3
—
—
1,215.2
1,087.9
958.2
904.3
10.6
762.8
684.2
17.6
18.0
43.0
—
—
257.0
(27.1)
(27.3)
1.4
8.6
25.9
(0.2)
5.4
10.1
245.2
45.5
—
—
183.6
(37.5)
2.9
14.9
163.9
37.9
$
$
$
26.1 $
199.7 $
126.0
0.22 $
0.22 $
1.67 $
1.66 $
1.06
1.05
See accompanying notes to the consolidated financial statements.
40
STEELCASE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Year Ended
Net income
$
26.1 $
February 26,
2021
February 28,
2020
199.7 $
February 22,
2019
126.0
Other comprehensive income (loss), gross:
Unrealized gain (loss) on investments
Pension and other post-retirement liability adjustments
Derivative adjustments
Foreign currency translation adjustments
Total other comprehensive income (loss), gross
Other comprehensive income (loss), tax (expense) benefit:
Unrealized gain (loss) on investments
Pension and other post-retirement liability adjustments
Derivative adjustments
Foreign currency translation adjustments
Total other comprehensive income, tax benefit
Other comprehensive income (loss), net:
Unrealized gain (loss) on investments
Pension and other post-retirement liability adjustments
Derivative amortization
Foreign currency translation adjustments
Total other comprehensive income (loss), net
Comprehensive income
0.5
(4.3)
1.3
31.4
28.9
(0.1)
0.8
(0.3)
—
0.4
(0.1)
(16.9)
1.3
(10.1)
(25.8)
—
4.1
(0.3)
—
3.8
0.4
(6.6)
(12.9)
(22.7)
(41.8)
(0.1)
1.6
3.3
—
4.8
0.4
(3.5)
1.0
31.4
29.3
55.4 $
(0.1)
(12.8)
1.0
(10.1)
(22.0)
177.7 $
0.3
(5.0)
(9.6)
(22.7)
(37.0)
89.0
$
See accompanying notes to the consolidated financial statements.
41
STEELCASE INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
ASSETS
February 26,
2021
February 28,
2020
Current assets:
Cash and cash equivalents
Accounts receivable
Allowance for doubtful accounts
Inventories
Prepaid expenses
Other current assets
Total current assets
Property, plant and equipment, net of accumulated depreciation of $1,063.2 and $977.7
Company-owned life insurance ("COLI")
Deferred income taxes
Goodwill
Other intangible assets, net of accumulated amortization of $73.3 and $56.7
Investments in unconsolidated affiliates
Right-of-use operating lease assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Short-term borrowings and current portion of long-term debt
Current operating lease obligations
Accrued expenses:
$
181.3 $
4.7
43.8
Employee compensation
Employee benefit plan obligations
Accrued promotions
Customer deposits
Other
Total current liabilities
Long-term liabilities:
Long-term debt less current maturities
Employee benefit plan obligations
Long-term operating lease 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, 88,646,419
and 89,589,111 issued and outstanding
Class B common stock-no par value, convertible into Class A common stock on a
one-for-one basis; 475,000,000 shares authorized, 26,262,257 and 27,612,889
issued and outstanding
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying notes to the consolidated financial statements.
42
$
(8.7)
489.8 $
279.0
541.0
381.8
(9.4)
215.0
21.6
38.8
1,188.8
426.3
160.0
124.6
233.6
102.9
52.3
237.9
39.0
$ 2,354.0 $ 2,565.4
193.5
20.9
70.9
1,045.4
410.8
169.5
113.3
218.1
90.4
51.5
225.4
29.6
244.3
2.9
43.1
191.7
44.7
35.3
28.6
100.3
690.9
481.4
148.3
214.0
60.4
904.1
1,595.0
—
—
—
90.1
24.9
27.8
33.7
108.7
515.0
479.2
152.9
199.5
46.9
878.5
1,393.5
—
—
—
12.5
(40.0)
988.0
960.5
28.4
(69.3)
1,011.3
970.4
$ 2,354.0 $ 2,565.4
STEELCASE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions, except share and per share data)
Changes in common shares outstanding:
Common shares outstanding, beginning of period
Common stock issuances
Common stock repurchases
Performance and restricted stock units issued as
common stock
Common shares outstanding, end of period
Changes in paid-in capital (1):
Paid-in capital, beginning of period
Common stock issuances
Common stock repurchases
Performance and restricted stock units expense
Other
Paid-in capital, end of period
Changes in accumulated other comprehensive
income (loss):
Accumulated other comprehensive income (loss),
beginning of period
Other comprehensive income (loss)
Accumulated other comprehensive income (loss),
end of period
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
117,202,000
64,107
(3,288,795)
116,766,610
41,941
(524,379)
116,157,443
53,029
(287,328)
931,364
114,908,676
917,828
117,202,000
843,466
116,766,610
$
28.4 $
16.4 $
0.8
(36.8)
20.1
—
12.5
(69.3)
29.3
(40.0)
0.7
(8.7)
16.0
4.0
28.4
(47.3)
(22.0)
(69.3)
Changes in retained earnings:
Retained earnings, beginning of period
Net income
Dividends paid
Common stock repurchases
Retained earnings, end of period
Total shareholders' equity
1,011.3
26.1
(43.5)
(5.9)
988.0
960.5 $
880.7
199.7
(69.1)
—
1,011.3
970.4 $
$
(1) Shares of our Class A and Class B common stock have no par value; thus, there are no balances for common
stock.
See accompanying notes to the consolidated financial statements.
43
4.6
0.8
(4.2)
16.9
(1.7)
16.4
(10.3)
(37.0)
(47.3)
819.0
126.0
(64.3)
—
880.7
849.8
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
Goodwill impairment charge
Restructuring costs
(Gain)/loss on business divestitures
Deferred income taxes
Non-cash stock compensation
Equity in income of unconsolidated affiliates
Dividends received from unconsolidated affiliates
Loss on derivative instruments
Other
Changes in operating assets and liabilities, net of acquisitions and divestitures
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
Proceeds from COLI policies
Proceeds from business divestitures, net of costs to sell
Acquisitions, net of cash acquired
Other
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
Dividends paid
Common stock repurchases
Borrowings on lines of credit
Repayments on lines of credit
Borrowing of long-term debt
Repayments of long-term debt
Other
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
26.1 $
199.7 $
126.0
85.2
17.6
28.6
—
15.9
20.9
(9.3)
8.1
—
(13.3)
120.9
27.1
(22.9)
(69.0)
(138.7)
(22.6)
(9.8)
64.8
(41.3)
7.4
2.2
—
(3.8)
4.9
(30.6)
(43.5)
(42.7)
250.0
(250.0)
—
(2.4)
0.8
(87.8)
2.1
(51.5)
547.1
85.6
—
—
(19.6)
12.1
16.7
(12.2)
12.5
—
(0.2)
7.2
(6.2)
(1.9)
10.8
36.7
(3.1)
22.7
360.8
(73.4)
1.8
4.2
72.6
(3.7)
3.0
4.5
(69.1)
(8.7)
—
—
—
(2.9)
(1.2)
(81.9)
(1.1)
282.3
264.8
495.6 $
547.1 $
81.6
—
—
0.4
(0.8)
17.7
(13.7)
9.1
(13.0)
(12.9)
(66.4)
(24.0)
10.2
8.5
21.1
4.0
(16.6)
131.2
(81.4)
20.5
22.1
(0.3)
(226.2)
(6.3)
(271.6)
(64.3)
(4.2)
323.1
(323.1)
450.0
(252.7)
(6.5)
122.3
(2.7)
(20.8)
285.6
264.8
24.6 $
25.4 $
26.7 $
24.5 $
36.2
34.5
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of period (1)
Cash and cash equivalents and restricted cash, end of period (2)
Supplemental Cash Flow Information:
Income taxes paid, net of refunds received
Interest paid, net of amounts capitalized
$
$
$
_______________________________________
(1) These amounts include restricted cash of $6.1, $3.5 and $2.5 as of February 28, 2020, February 22, 2019 and February 23, 2018, respectively.
(2) These amounts include restricted cash of $5.8, $6.1 and $3.5 as of February 26, 2021, February 28, 2020 and February 22, 2019, respectively.
Restricted cash primarily represents funds held in escrow for potential future workers’ compensation and product liability claims. The restricted cash
balance is included as part of Other assets in the Consolidated Balance Sheets.
See accompanying notes to the consolidated financial statements.
44
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 11,100 employees. We operate
manufacturing and distribution center facilities in 23 principal locations. We distribute products through various
channels, including Steelcase independent and company-owned dealers in approximately 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. See Note 22 for additional information related
to our reportable segments.
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 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
investments and any adjustments to cost method investments are reported in Other income, net on the
Consolidated Statements of Income. See Note 12 for additional information.
Fiscal Year
Our fiscal year ends on the last Friday in February, with each fiscal quarter typically including 13 weeks. The
fiscal years ended February 26, 2021 and February 22, 2019 contained 52 weeks. The fiscal year ended
February 28, 2020 contained 53 weeks, with Q4 2020 containing 14 weeks. 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 month or specific
date reference. 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 ("U.S. GAAP") 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.
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
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
Sheets. Our restricted cash balance as of February 26, 2021 and February 28, 2020 was $5.8 and $6.1,
respectively, and consisted primarily of funds held in escrow for potential future workers’ compensation and product
liability claims. Our restricted cash balance is classified in Other assets on the Consolidated Balance Sheets.
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 debtor, 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 due from independent dealers as well as direct customers. We monitor and
manage the credit risk associated with individual dealers and direct customers. 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 typically assume the credit risk. Whether from dealers or
direct customers, our trade credit exposures are not concentrated with any particular entity or industry.
Inventories
Inventories are stated at the lower of cost or net realizable value. 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 (“FIFO”). Businesses within the Other category primarily use the FIFO or the average cost
inventory valuation methods. See Note 8 for additional information.
Property, Plant and Equipment
Property, plant and equipment 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. See Note 9 for
additional information.
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 held and used
long-lived assets utilizing 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 estimated fair value.
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
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.
Goodwill and Other Intangible Assets
Goodwill represents the difference between the purchase price and the related underlying tangible and
identifiable intangible net asset fair 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. In 2021, we evaluated goodwill and intangible assets using eight reporting units: the Americas, Red Thread,
EMEA, Asia Pacific, Designtex, AMQ, Smith System and Orangebox U.K. In 2020, we evaluated goodwill and
intangible assets using ten reporting units: the Americas, Red Thread, EMEA, Asia Pacific, Designtex, PolyVision,
AMQ, Smith System, Orangebox U.K. and Orangebox U.S. See Note 11 for additional information.
Other intangible assets subject to amortization consist primarily of dealer relationships, trademarks, know-
how/designs, proprietary technology 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 are accounted for
and evaluated for potential impairment using an income approach based on the cash flows attributable to the
related products. See Note 11 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, individually and in the aggregate, 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 short-
term disability claims. We purchase insurance coverage to reduce our exposure to significant levels of uncertainty
for 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.
Net Reserve for Estimated Domestic Workers' Compensation Claims
Assets:
Long-term - Other assets
Liabilities:
Current - Accrued expenses - other
Long-term - Other long-term liabilities
Net reserve
Year Ended
February 26,
2021
February 28,
2020
$
4.6 $
4.2
2.1
10.5
12.6
$
8.0 $
2.7
11.6
14.3
10.1
The other long-term asset balance represents the portion of claims expected to be paid by a third party
insurance provider.
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Net Reserve for Estimated Product Liability Claims
Assets:
Long-term - Other long-term assets
Liabilities:
Current - Accrued expenses - other
Long-term - Other long-term liabilities
Net reserve
Year Ended
February 26,
2021
February 28,
2020
$
0.7 $
1.3
0.5
2.2
2.7
$
2.0 $
0.6
3.5
4.1
2.8
The other long-term asset balance represents the portion of claims expected to be paid by a third party
insurance provider.
Product Warranties
We offer warranties ranging from 3 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. These estimates are subject to uncertainty due to a variety of factors, including changes in claim rates and
patterns. 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.
Roll-Forward of Accrued
Liability for Product Warranties
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Balance as of beginning of period
$
26.7 $
31.0 $
Accruals related to product warranties, recalls and retrofits
Reductions for settlements
Adjustments related to changes in estimates
Currency translation adjustments
Balance as of end of period
2.8
(2.4)
(4.9)
0.3
8.1
—
(0.1)
(12.3)
(11.6)
36.8
6.1
—
(0.3)
31.0
$
22.5 $
26.7 $
Our reserve for estimated settlements expected to be paid beyond one year as of February 26, 2021 and
February 28, 2020 was $11.4 and $14.3, 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 end of each fiscal year and display that position as
an asset or liability on the Consolidated Balance Sheets. Any unrecognized prior service credit (cost) or actuarial
gains (losses) are reported, net of tax, as a component of Accumulated other comprehensive income (loss) in
shareholders’ equity. See Note 15 for additional information.
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Environmental Matters
Environmental expenditures related to current operations are expensed. Expenditures related to an existing
condition allegedly caused by past operations, and not associated with current or future revenue generation, are
also 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 a discounted basis as site-specific plans indicate
the amount and timing of cash payments which are fixed and reliably determinable. We have ongoing monitoring
and identification processes to assess how known exposures are progressing against the accrued cost estimates,
as well as processes to identify other potential exposures.
Environmental Contingencies
Current:
Accrued expenses - other
Long-term:
Other long-term liabilities
Total environmental contingencies (discounted)
Year Ended
February 26,
2021
February 28,
2020
$
0.7 $
1.0
2.0
2.7 $
1.9
2.9
$
The environmental liabilities were discounted using a rate of 2.5% and 3.0% as of February 26, 2021 and
February 28, 2020. Our undiscounted liabilities were $2.8 and $3.1 as of February 26, 2021 and February 28,
2020, 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.
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
Our revenue consists substantially of product sales and related service revenue. Product sales are reported
net of discounts and are recognized when control, consisting of the rights and obligations associated with the sale,
passes to the purchaser. For sales to our dealers, this typically occurs when product is shipped from our
manufacturing or distribution facilities. In cases where we sell directly to customers, control is typically transferred
upon delivery to the customer. Service revenue is recognized when the services have been rendered. We account
for shipping and handling activities as fulfillment activities even if those activities are performed after the control of
the product has been transferred. We expense shipping and handling costs at the time revenue is recognized.
Revenue does not include sales tax or any other taxes assessed by a governmental authority that are imposed on
and concurrent with a specific sale, such as use, excise, value-added, and franchise taxes (collectively referred to
as consumption taxes). We consider ourselves a pass-through entity for collecting and remitting these consumption
taxes.
Cost of Sales
Cost of sales includes material, labor and overhead. Included within these categories are such items as
compensation expense, logistics costs (including shipping and handling costs), facilities expense, depreciation and
warranty expense.
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Operating Expenses
Operating expenses include selling, general and administrative expenses not directly related to the
procurement, manufacturing and delivery of our products. Included in these expenses are items such as employee
compensation expense, research and development expense, facilities expense, depreciation, royalty expense,
information technology services, professional services and travel and entertainment expense.
Research and Development Expenses
Research and development expenses, which we define as expenses related to the investigative activities we
conduct to improve existing products and procedures or to lead to the development of new products and
procedures, are expensed as incurred and were $48.1 for 2021, $50.6 for 2020 and $53.7 for 2019.
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 the Consolidated Statements of Income in the period that includes the enactment date.
We establish valuation allowances against deferred tax assets when it is more likely than not that all or a
portion of the deferred tax assets 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 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 related deferred tax assets were generated.
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 record reserves for uncertain tax positions except to the extent it is more likely than not that the tax
position will be sustained on audit, based on the technical merits of the position. Periodic changes in reserves for
uncertain tax positions are reflected in the provision for income taxes. See Note 17 for additional information.
Share-Based Compensation
Our share-based compensation consists of restricted stock units and performance units. Our policy is to
expense share-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 shareholders' equity as they are
expensed over the related service periods based on the grant date fair value of the shares expected to be issued or
achievement of certain performance criteria. See Note 18 for additional information.
Leases
In Q1 2020, we adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), and related
amendments to accounting standards codification ("ASC") 842 using the modified retrospective approach. The
effects of the initial application of ASC 842 did not result in a cumulative adjustment to retained earnings. The lease
terms utilized in determining right-of-use assets and lease liabilities include the noncancellable portion of the
underlying leases along with any reasonably certain lease periods associated with available renewal periods. Our
leases do not contain any residual value guarantees or material restrictive covenants. As most of our leases do not
provide an implicit discount rate, we use an estimated incremental borrowing rate based on the information
available at the lease commencement date in determining the present value of the lease payments. The estimated
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
incremental borrowing rate represents the estimated rate of interest we would have had to pay to borrow on a
collateralized basis an amount equal to the lease payments for a similar period of time.
We do not separate non-lease components of a contract from the lease components to which they relate for
all classes of lease assets except for embedded leases, which were immaterial in 2021. A right-of-use asset or
lease liability is not recorded for leases with an initial expected period of 12 months or less. See Note 19 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 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 $483.9 and $484.3 as of
February 26, 2021 and February 28, 2020, 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 $568.1 and $560.0 as of February 26, 2021 and February 28, 2020, respectively. The estimation of
the fair value of our total debt is based on Level 2 fair value measurements. See Note 7 and Note 13 for additional
information.
We may 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 volatility. In advance of issuing new debt in 2019, the Company entered into a treasury rate lock
agreement to manage our exposure to changes in interest rates and our overall cost of borrowing. We do not use
derivatives for speculative or trading purposes. See Note 14 for additional information.
Foreign Currency
For most foreign 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 unless and until a sale or a 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 applicable period.
Foreign currency transaction gains and losses, net of derivative impacts, arising primarily from changes in
exchange rates on foreign currency denominated intercompany loans and other intercompany transactions and
balances between foreign locations, are recorded in Other income, net on the Consolidated Statements of Income.
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 revenues with same currency
costs and assets with same currency liabilities. Foreign exchange risk is also partially managed through the use of
derivative instruments. Foreign exchange forward contracts serve to reduce the risk of conversion or translation of
certain foreign denominated transactions, assets and liabilities. We primarily use derivatives for intercompany
transactions (including loans) and certain forecasted currency flows from foreign-denominated transactions. The
foreign exchange forward contracts relate to the euro, the Mexican peso, the United Kingdom ("U.K.") pound
sterling, the Canadian dollar, the Australian dollar, the Malaysian ringgit and the Chinese renminbi. See Note 7 for
additional information.
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Assets and liabilities related to foreign exchange forward contracts as of February 26, 2021 and February 28,
2020 are summarized below:
Consolidated Balance Sheets
Other current assets
Accrued expenses
Total net fair value of foreign exchange forward contracts (1)
________________________
February 26,
2021
February 28,
2020
$
$
1.1 $
(0.8)
0.3 $
1.2
(0.5)
0.7
(1)
The notional amounts of the outstanding foreign exchange forward contracts were $58.8 as of February 26,
2021 and $117.6 as of February 28, 2020.
Net gains (losses) recognized from foreign exchange forward contracts in 2021, 2020 and 2019 are
summarized below:
Gain (Loss) Recognized in Consolidated Statements of Income
Cost of sales
Operating expenses
Other income, net
Total net gain (loss)
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
$
0.1 $
(0.1)
0.8
0.8 $
1.8 $
0.5
3.1
5.4 $
1.5
0.3
2.7
4.5
The net gains or losses recognized from foreign exchange forward instruments in Other income, net are
largely offset by related foreign currency gains or losses on our intercompany loans and intercompany accounts
payable.
3.
NEW ACCOUNTING STANDARDS
Adoption of New Accounting Standards
In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2019-12, Income
Taxes (Topic 740), which is intended to enhance various aspects of the accounting for income taxes. The new
guidance updates the calculation of income taxes in an interim period when year-to-date losses exceed the
anticipated loss for the year. We adopted this guidance in Q1 2021 on a prospective basis. The adoption of this
guidance did not have a material effect on our consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure
Requirements for Defined Benefit Plans, which amends ASC 715-20, Compensation - Retirement Benefits - Defined
Benefit Plans - General. The amended guidance modifies the disclosure requirements for employers that sponsor
defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans.
The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be
recognized in net periodic benefit costs over the next fiscal year and (b) the effects of a one percentage point
change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-
retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting
the benefit obligation for the period. We adopted this guidance in Q4 2021. The adoption of this guidance modified
our disclosures included in Note 15 but did not have a material effect on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which
replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected
credit losses. We adopted this guidance in Q1 2021 using a modified retrospective transition approach. The
adoption of this guidance did not have a material effect on our consolidated financial statements or significantly
impact our accounting policies or methods utilized to determine the allowance for credit losses. See Note 2 for
additional information regarding our accounting policies related to the allowance for credit losses.
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
4.
REVENUE
Disaggregation of Revenue
The following table provides information about disaggregated revenue by product category for each of our
reportable segments:
Americas
Product Category Data
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Desking, benching, systems and storage
$
912.0 $ 1,377.5 $ 1,233.9
Seating
Other (1)
EMEA
Desking, benching, systems and storage
Seating
Other (1)
Other
Desking, benching, systems and storage
Seating
Other (1)
_______________________________________
559.4
377.1
196.4
185.9
129.0
49.8
69.1
117.5
784.2
511.2
254.4
235.6
179.6
63.6
94.1
223.5
706.3
530.0
233.2
187.1
196.7
59.1
93.6
203.3
$ 2,596.2 $ 3,723.7 $ 3,443.2
(1)
The Other product category data by segment consists primarily of products sold by consolidated dealers,
textiles and surface materials, worktools, architecture, technology, other uncategorized product lines and
services.
In the Americas segment, no industry or vertical market individually represented more than 16%, 15% or 14%
of Americas revenue in 2021, 2020 and 2019, respectively.
Reportable geographic information is as follows:
Reportable Geographic Revenue
United States
Foreign locations
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$ 1,739.5 $ 2,469.7 $ 2,170.3
856.7
1,254.0
1,272.9
$ 2,596.2 $ 3,723.7 $ 3,443.2
In the EMEA segment, approximately 86%, 87% and 88% of revenue was from Western Europe in 2021,
2020 and 2019, respectively. No individual country in the EMEA segment represented more than 5% of our
consolidated revenue in 2021.
No single customer represented more than 5% of our consolidated revenue in 2021, 2020 or 2019.
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Contract Balances
At times, we receive deposits from customers before revenue is recognized, resulting in the recognition of a
contract liability (Customer deposits) presented in the Consolidated Balance Sheets.
Changes in the Customer deposits balance during the year ended February 26, 2021 are as follows:
Balance as of February 28, 2020
Recognition of revenue related to beginning of year customer deposits
Customer deposits received, net of revenue recognized during the period
Balance as of February 26, 2021
5.
EARNINGS PER SHARE
Customer
Deposits
$
$
28.6
(27.4)
32.5
33.7
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 represent restricted stock
units in which the participants have non-forfeitable rights to dividend equivalents during the performance period.
Diluted earnings per share includes the effects of certain performance units in which the participants have forfeitable
rights to dividend equivalents during the performance period.
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
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
$
26.1 $
199.7 $
126.0
(0.6)
(3.9)
(2.5)
25.5 $
195.8 $
123.5
117.5
119.6
(2.6)
(2.3)
114.9
0.3
115.2
117.3
0.6
117.9
$
$
0.22 $
0.22 $
1.67 $
1.66 $
119.1
(2.4)
116.7
0.4
117.1
1.06
1.05
116.8
Total common shares outstanding at period end (in millions)
114.9
117.2
Anti-dilutive performance units excluded from the computation of diluted
earnings per share (in millions)
—
—
0.2
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
6.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss)
during the years ended February 26, 2021 and February 28, 2020:
Unrealized
gain (loss)
on
investments
Pension and
other post-
retirement
liability
adjustments
Derivative
adjustments
Foreign
currency
translation
adjustments
Total
Balance as of February 22, 2019
$
— $
9.7 $
(9.6) $
(47.4) $ (47.3)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
0.4
(10.4)
(0.5)
(2.4)
Net other comprehensive income (loss) during period
(0.1)
(12.8)
—
1.0
1.0
(10.8)
(20.8)
0.7
(1.2)
(10.1)
(22.0)
Balance as of February 28, 2020
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
Net other comprehensive income (loss) during
period
$
(0.1) $
(3.1) $
(8.6) $
(57.5) $ (69.3)
0.4
—
0.4
(2.7)
(0.8)
(3.5)
—
1.0
1.0
31.0
28.7
0.4
0.6
31.4
29.3
Balance as of February 26, 2021
$
0.3 $
(6.6) $
(7.6) $
(26.1) $ (40.0)
The following table provides details about reclassifications out of accumulated other comprehensive income
(loss) for the years ended February 26, 2021 and February 28, 2020:
Detail of Accumulated Other Comprehensive
Income (Loss) Components
Realized gain on sale of investment
February 26,
2021
February 28,
2020
Affected Line in the Consolidated
Statements of Income
$
— $
(0.7) Investment income
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
Year Ended
Amortization of pension and other post-
retirement liability adjustments
Actuarial losses (gains)
Prior service cost (credit)
Derivative adjustments
Foreign currency translation
—
—
0.2
Income tax expense (benefit)
(0.5)
(1.1)
(3.0) Other income, net
—
0.3
(0.1) Other income, net
0.7
Income tax expense (benefit)
(0.8)
(2.4)
1.3
(0.3)
1.0
0.5
(0.1)
0.4
1.3
Interest expense
(0.3) Income tax expense (benefit)
1.0
0.6 Operating expense
0.1 Other income, net
0.7
Total reclassifications
$
0.6 $
(1.2)
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
7.
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.
Assets and liabilities measured at fair value in our Consolidated Balance Sheets as of February 26, 2021 and
February 28, 2020 are summarized below:
Fair Value of Financial Instruments
Level 1
Level 2
Level 3
Total
February 26, 2021
Assets:
Cash and cash equivalents
Restricted cash
Foreign exchange forward contracts
Auction rate security
Liabilities:
Foreign exchange forward contracts
$
489.8 $
— $
— $
489.8
5.8
—
—
—
1.1
—
—
—
2.6
5.8
1.1
2.6
$
495.6 $
1.1 $
2.6 $
499.3
$
$
— $
— $
(0.8) $
(0.8) $
— $
— $
(0.8)
(0.8)
Fair Value of Financial Instruments
Level 1
Level 2
Level 3
Total
February 28, 2020
Assets:
Cash and cash equivalents
Restricted cash
Foreign exchange forward contracts
Auction rate security
Liabilities:
Foreign exchange forward contracts
$
541.0 $
— $
— $
541.0
6.1
—
—
—
1.2
—
—
—
2.1
6.1
1.2
2.1
$
547.1 $
1.2 $
2.1 $
550.4
$
$
— $
— $
(0.5) $
(0.5) $
— $
— $
(0.5)
(0.5)
Foreign Exchange Forward Contracts
From time to time, we enter into forward contracts to reduce the risk of translation into U.S. dollars of certain
foreign-denominated transactions, assets and liabilities. We primarily use derivatives for intercompany transactions
(including loans) and certain forecasted currency flows from foreign-denominated transactions. The fair value of
foreign exchange forward contracts is based on a valuation model that calculates the differential between the
contract price and the market-based forward rate.
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Auction Rate Security
As of February 26, 2021, we held an auction rate security (“ARS”) investment with a total par value of $3.2
and an adjusted fair value of $2.6. The difference between par value and fair value is comprised of other-than-
temporary impairment losses and unrealized gains on our ARS investment of $0.9 and $0.3, respectively. The ARS
was impaired due to general credit declines, and the impairments were recorded in Investment income in the
Consolidated Statements of Income. The unrealized gains are due to changes in interest rates and are expected to
fluctuate over the contractual term of the instruments. Unrealized gains are recorded in Accumulated other
comprehensive income (loss) on the Consolidated Balance Sheets.
While there has been no payment default with respect to our ARS, this investment is not widely traded and
therefore does 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, (iv) the formula applicable to each security which
defines the penalty interest rate and (v) 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.
A deterioration in market conditions or the use of different assumptions could result in a different valuation and
additional impairments. For example, an increase to the discount rate of 100 basis points would reduce the
estimated fair value of our ARS investment by approximately $0.4.
Below is a roll-forward of assets and liabilities measured at estimated fair value using Level 3 inputs for the
years ended February 26, 2021 and February 28, 2020:
Roll-forward of Fair Value Using Level 3 Inputs
Balance as of February 22, 2019
Unrealized loss on investments
Realized gain on investment
Redemption of auction rate security
Balance as of February 28, 2020
Unrealized gain on investment
Balance as of February 26, 2021
Auction Rate
Security
$
$
$
3.9
(0.1)
0.5
(2.2)
2.1
0.5
2.6
There were no other-than-temporary impairments or transfers into or out of Level 3 during either 2021 or
2020. Our policy is to value any transfers between levels of the fair value hierarchy based on end of period fair
values.
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
8.
INVENTORIES
Inventories
Raw materials and work-in-process
Finished goods
Revaluation to LIFO
February 26,
2021
February 28,
2020
$
126.0 $
86.4
212.4
18.9
$
193.5 $
122.0
112.8
234.8
19.8
215.0
The portion of inventories determined by the LIFO method aggregated $89.1 and $93.8 as of February 26,
2021 and February 28, 2020, respectively.
9.
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment
Land
Machinery and equipment
Buildings and improvements
Capitalized software
Furniture and fixtures
Leasehold improvements
Construction in progress
Accumulated depreciation
Estimated
Useful Lives
(Years)
February 26,
2021
February 28,
2020
$
36.4 $
3 – 15
10 – 40
3 – 10
5 – 8
3 – 15
790.4
405.4
76.2
63.2
77.8
24.6
1,474.0
(1,063.2)
$
410.8 $
34.4
755.5
393.4
67.0
58.5
72.6
22.6
1,404.0
(977.7)
426.3
A majority of the net book value of property, plant and equipment relates to machinery and equipment of
$187.9 and $201.4 and buildings and improvements of $99.7 and $104.7 as of February 26, 2021 and February 28,
2020, respectively. Depreciation expense on property, plant and equipment was $68.8 for 2021, $73.2 for 2020 and
$69.3 for 2019. The estimated cost to complete construction in progress was $26.9 and $29.8 as of February 26,
2021 and February 28, 2020, respectively.
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
10. COMPANY-OWNED LIFE INSURANCE
Our investments in company-owned life insurance (“COLI”) policies are recorded at their net cash surrender
value.
Our investments in COLI are intended to be utilized as a long-term funding source for post-retirement medical
benefits, deferred compensation and defined benefit pension plan obligations. The designation of our COLI
investments as funding sources for our long-term benefit plan obligations does not result in these investments
representing a committed funding source for these obligations. They are subject to claims from creditors, and we
can designate any portion of them to another purpose at any time.
The net returns in cash surrender value, normal insurance expenses and any maturity benefits related to our
investments in COLI policies ("COLI income") are recorded in Operating expenses on the Consolidated Statements
of Income. COLI income is intended to offset the expense associated with long-term benefit plan obligations which
are also recorded in Operating expenses on the Consolidated Statements of Income. COLI income totaled $12.3 in
2021, $6.6 in 2020 and $7.5 in 2019.
The balances of our COLI investments as of February 26, 2021 and February 28, 2020 were as follows:
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 26, 2021
Not applicable
Net Cash Surrender Value
February 26,
2021
February 28,
2020
$
111.3 $
110.3
50% fixed
income; 50%
equity
58.2
49.7
$
169.5 $
160.0
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
11. GOODWILL & OTHER INTANGIBLE ASSETS
A summary of the changes in goodwill during the years ended February 26, 2021 and February 28, 2020, by
reportable segment, is as follows:
Goodwill
Balance as of February 22, 2019
Acquisition (1)
Goodwill on divestitures (2)
Accumulated impairment losses on divestitures (2)
Currency translation adjustments
Goodwill
Accumulated impairment losses
Balance as of February 28, 2020
Impairment charge (3)
Acquisition (4)
Currency translation adjustments
Goodwill
Accumulated impairment losses
Balance as of February 26, 2021
________________________
Americas
EMEA
Other
Total
$
203.6 $
1.0
18.7 $
—
—
—
—
—
(0.2)
(0.2)
206.1
283.5
18.5 $
—
(68.6)
60.8
—
47.9
240.8
1.0
(68.6)
60.8
(0.4)
537.5
(1.7)
(265.0)
(37.2)
(303.9)
$
204.4 $
18.5 $
10.7 $
233.6
—
2.5
0.5
(17.6)
—
(0.9)
—
—
—
209.1
282.6
47.9
(17.6)
2.5
(0.4)
539.6
(1.7)
(282.6)
(37.2)
(321.5)
$
207.4 $
— $
10.7 $
218.1
(1)
(2)
(3)
(4)
In 2020, we completed a small acquisition of an independent dealer, resulting in a goodwill addition in the
Americas segment.
In 2020, we sold PolyVision Corporation ("PolyVision"), resulting in a decrease to goodwill and related
accumulated impairment losses in the Other segment. See Note 21 for additional information.
In Q1 2021, we recorded a goodwill impairment charge in the EMEA segment related to the Orangebox U.K.
reporting unit.
In 2021, we completed a small acquisition of a dealer, resulting in a goodwill addition in the Americas
segment.
We evaluate goodwill for impairment annually in Q4, or earlier if conditions indicate it is necessary. 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, the difference is recorded as an impairment charge. We estimate 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 rates used are based on the weighted-average cost of capital adjusted for the relevant risk associated with
business-specific characteristics and the uncertainty related to the reporting units' ability to execute on the projected
cash flows. We corroborate the results determined using the income approach with a market-based approach that
uses observable comparable company information to support the appropriateness of the fair value estimates. The
estimation of the fair value of our reporting units represents a Level 3 measurement.
In Q1 2021, we determined that a triggering event occurred which resulted in an interim impairment
evaluation of goodwill for each of our reporting units. During Q1 2021, the market price of our Class A Common
Stock declined significantly in connection with overall stock market trends related to the global economic impact of
the COVID-19 pandemic. The reduction in revenue in Q1 2021 and changes to our forecasted revenue growth
rates and expected operating margins related to the economic disruption of the COVID-19 pandemic were also
factors that led to the completion of our interim impairment analysis.
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
As a result of our interim goodwill impairment analysis, we determined that the carrying value of the
Orangebox U.K. reporting unit exceeded its fair value, resulting in a $17.6 goodwill impairment charge in Q1 2021.
Following the charge, the reporting unit had no remaining goodwill. During Q1 2021, we also tested the
recoverability of the Orangebox U.K. long-lived assets (other than goodwill) and concluded that those assets were
not impaired.
Based on the results of the annual impairment tests in Q4, we concluded that no additional impairment to
goodwill existed as of February 26, 2021, and no impairment to goodwill was recorded in 2020. 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, significant
declines in our stock price or other triggering events, indicate that there may be a potential of impairment.
As of February 26, 2021 and February 28, 2020, our other intangible assets and related accumulated
amortization consisted of the following:
February 26, 2021
February 28, 2020
Weighted
Average
Useful Life
(Years)
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
11.0 $ 58.7 $
14.9 $ 43.8 $ 56.7 $
8.3 $ 44.0 $
9.9
9.0
6.1
4.7
15.8
21.4
1.3
22.4
163.6
19.8
13.6
6.1
1.3
17.6
73.3
24.2
2.2
15.3
—
4.8
35.4
15.8
20.8
1.2
20.8
90.3
150.7
9.3
13.7
13.1
3.6
1.2
15.8
56.7
47.4
21.7
2.7
17.2
—
5.0
94.0
Other Intangible Assets
Intangible assets subject to
amortization:
Dealer relationships
Trademarks (1)
Proprietary technology
Know-how/designs
Non-compete agreements
Other (2)
Intangible assets not subject to
amortization:
Trademarks and other (1)
n/a
0.1
—
0.1
8.9
—
8.9
$ 163.7 $
73.3 $ 90.4 $ 159.6 $
56.7 $ 102.9
________________________
(1)
(2)
In 2021, we transferred trademarks not subject to amortization to trademarks subject to amortization within
the Americas segment.
In 2021, we completed a small acquisition of a dealer, resulting in an increase of intangible assets in the
Americas segment.
In 2021 and 2020, no intangible asset impairment charges were recorded. We recorded amortization
expense on intangible assets subject to amortization of $16.3 in 2021, $12.4 in 2020 and $12.3 for 2019. 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:
Fiscal Year Ending in February
Amount
2022
2023
2024
2025
2026
14.2
14.1
11.3
11.5
11.3
62.4
$
Future events, such as acquisitions, dispositions or impairments, may cause these amounts to vary.
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
12.
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
We occasionally enter into joint ventures and other equity investments to expand or maintain our geographic
presence, support our distribution network or invest in new business ventures, complementary products and
services. Our investments in unconsolidated affiliates and related direct ownership interests are summarized below:
Investments in Unconsolidated Affiliates
February 26, 2021
February 28, 2020
Investment
Balance
Ownership
Interest
Investment
Balance
Ownership
Interest
Equity method investments
Dealer relationships
Manufacturing joint venture
IDEO and other
Cost method investments
Dealer relationship
Other
$
28.3 25%-40%
$
29.6 25%-40%
7.8 49%
6.0 5%-24%
42.1
8.3 49%
6.0 5%-21%
43.9
5.8 Less than 10%
5.8 Less than 10%
3.6 Less than 10%
9.4
2.6 Less than 10%
8.4
Total investments in unconsolidated affiliates
$
51.5
$
52.3
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
Dealer relationships
Manufacturing joint venture
IDEO and other
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
8.0 $
9.8 $
0.7
0.6
1.4
1.0
9.9
2.8
1.0
Total equity in earnings of unconsolidated affiliates
$
9.3 $
12.2 $
13.7
Dealer Relationships
We have occasionally invested in dealers to expand or maintain our geographic presence and support our
distribution network.
Manufacturing Joint Ventures
We have occasionally entered into manufacturing joint ventures to expand or maintain our geographic
presence. Our only current manufacturing joint venture is Steelcase Jeraisy Company Limited, which is located in
the Kingdom of Saudi Arabia and is engaged in the manufacturing of wood and metal office furniture systems,
seating, accessories and related products for the Kingdom.
IDEO
IDEO LP 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. As of February 26, 2021 and February 28, 2020, we owned a 5% equity interest
in IDEO.
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
The following table summarizes the combined accounts of our equity method investments in unconsolidated
Consolidated Balance Sheets
affiliates:
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
Supplemental Information
February 26,
2021
February 28,
2020
$
$
$
$
198.7 $
130.6
329.3 $
141.3 $
31.1
250.3
132.7
383.0
204.2
19.6
172.4 $
223.8
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
695.4 $
838.0 $
204.9
37.8
35.6
252.6
62.3
58.5
806.4
235.6
64.2
60.3
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Dividends received from unconsolidated affiliates
$
8.1 $
12.5 $
Sales to unconsolidated affiliates
Amount due from unconsolidated affiliates
201.5
6.4
305.7
14.4
9.1
302.6
11.4
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
13. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
Debt Obligations
Interest Rate as of
February 26, 2021
Fiscal Year
Maturity
February 26,
2021
February 28,
2020
U.S. dollar obligations:
Senior notes
Notes payable
Other committed bank facility
Foreign currency obligations:
5.125%
Various
3.25%
2029
Various
2022
Notes payable and bank overdraft
Various
Various
Total short-term borrowings and long-term debt
Short-term borrowings and current portion of
long-term debt (1)
Long-term debt
____________________
$
444.1 $
443.3
38.1
1.4
483.6
0.3
483.9
40.5
—
483.8
0.5
484.3
4.7
2.9
$
479.2 $
481.4
(1)
The weighted-average interest rate for short-term borrowings and the current portion of long-term debt was
2.6% as of February 26, 2021 and 2.5% as of February 28, 2020.
The annual maturities of short-term borrowings and long-term debt for each of the following five years are as
follows:
2022
2023
2024
2025
2026
Thereafter
Senior Notes
Fiscal Year Ending in February
Amount
$
$
4.7
2.6
32.2
—
—
444.4
483.9
In 2019, we issued $450.0 of unsecured unsubordinated senior notes, due in January 2029 (“2029 Notes”).
The 2029 Notes rank equally with all of our other unsecured unsubordinated indebtedness, and they contain no
financial covenants. The 2029 Notes were issued at 99.213% of par value. The bond discount of $3.5 and direct
debt issuance costs of $4.0 were deferred and are being amortized over the life of the 2029 Notes. Although the
coupon rate of the 2029 Notes is 5.125%, the effective interest rate is 5.6% after taking into account the impact of
the direct debt issuance costs, a deferred loss on an interest rate lock related to the debt issuance and the bond
discount. During each of 2021 and 2020, amortization expense related to the discount and debt issuance costs on
the 2029 Notes was $0.8.
We may redeem some or all of the 2029 Notes at any time. The redemption price would equal the greater of:
(1) the principal amount of the notes being redeemed or (2) the present value of the remaining scheduled payments
of principal and interest discounted to the redemption date on a semi-annual basis at the comparable U.S. Treasury
rate plus 40 basis points; plus, in both cases, accrued and unpaid interest. If the notes are redeemed within 3
months of maturity, the redemption price would be equal to the principal amount of the notes being redeemed plus
accrued and unpaid interest.
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Notes Payable
We have the following notes payable as of February 26, 2021:
•
•
•
a $37.5 note payable with an original amount of $50.0 at a floating interest rate based on 30-day LIBOR
plus 1.20%. As of February 26, 2021, the interest rate was 1.32%. The loan has a term of seven years
and requires fixed monthly principal payments of $0.2 on a 20-year amortization schedule with a $31.8
balloon payment due in 2024. The loan is secured by our two corporate aircraft, contains no financial
covenants and is not cross-defaulted to our other debt facilities. This note matures in 2024;
a $0.6 note payable with a 7.00% interest rate, maturing in 2022; and
other foreign denominated notes payable totaling $0.3, which includes a note with an interest rate of
2.75%.
Global Committed Bank Facility
We have a $250.0 global committed bank facility, which was entered into in 2020. The bank facility expires in
2025. At our option, and subject to certain conditions, we may increase the aggregate commitment under the facility
by up to $125 by obtaining at least one commitment from one or more lenders. We can use borrowings under the
facility for general corporate purposes, including friendly acquisitions. Interest on borrowings is based on the rate,
as selected by us, between the following two options:
•
•
the applicable margin as set forth in the credit agreement, plus the greatest of (i) the prime rate, (ii) the
federal funds effective rate plus 0.5%, (iii) the Eurocurrency rate for one-month interest period plus 1%
and (iv) a 0.75% floor; or
the Eurocurrency rate, with a floor of zero, plus the applicable margin as set forth in the credit agreement.
The facility requires us to satisfy two financial covenants:
•
•
A maximum leverage ratio covenant, which is measured by the ratio of (x) indebtedness less liquidity to
(y) trailing four fiscal quarter adjusted EBITDA and is required to be less than 3.5:1. In the context of
certain permitted acquisitions, we have a one-time ability, subject to certain conditions, to increase the
maximum ratio to 4.0:1 for four consecutive quarters.
A minimum interest coverage ratio covenant, which is measured by the ratio of (y) trailing four quarter
adjusted EBITDA to (z) trailing four quarter interest expense and is required to be no less than 3.0:1.
The facility does not include any restrictions on cash dividend payments or share repurchases.
During 2021, we borrowed and repaid $250.0 under the facility. As of February 26, 2021, there were no
borrowings outstanding under the facility, $3.7 of guarantees which reduced our availability, and we were in
compliance with all covenants under the facility. As of February 28, 2020, there were no borrowings outstanding
under the facility, our availability to borrow under the facility was not limited, and we were in compliance with all
covenants under the facility.
Other Credit Facilities
We have the following other bank and credit facilities as of February 26, 2021:
•
•
•
a committed bank facility of $12.5 related to a subsidiary, which has a current availability of $2.7 based on
eligible accounts receivable of the subsidiary. As of February 26, 2021, $1.4 was outstanding under the
facility;
unsecured uncommitted short-term credit facilities of up to $3.9 of U.S. dollar obligations and up to $14.4
of foreign currency obligations with various financial institutions available for working capital purposes as
of February 26, 2021. Interest rates are variable and determined at the time of borrowing. These credit
facilities have no stated expiration date but may be changed or canceled by the banks at any time. There
were no borrowings on these facilities as of February 26, 2021 or February 28, 2020; and
revolving credit agreements of $40.7 which can be utilized to support bank guarantees, letters of credit
and foreign exchange contracts. As of February 26, 2021, we had $12.9 in outstanding bank guarantees
and standby letters of credit against these agreements. There were no draws against our letters of credit
in 2021 or 2020.
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
14. DERIVATIVE INSTRUMENTS
From time to time, we enter into derivative financial instruments to manage exposure to movements in interest
rates and the impact to our overall cost of borrowing. The use of these instruments modifies the exposure of these
risks with the intent of reducing our risk of volatility. We do not use derivatives for speculative trading purposes.
Interest Rate Lock
In November 2018, we entered into an interest rate lock to hedge potential movements in the then-current
interest rate on 10-year U.S. Treasury notes in anticipation of the issuance of our 2029 Notes, which were issued in
January 2019. The derivative position was terminated when the 2029 Notes were priced on January 16, 2019. The
interest rate lock was for an aggregate notional amount of $400.0 and a fixed rate of 3.1%. The interest rate lock
was designated as a cash flow hedge.
We documented our cash flow hedging strategy and risk management objective to reduce interest rate risk on
anticipated future interest payments for this contract in anticipation of our future debt issuance. Upon termination of
the interest rate lock, we recorded a loss of $13.0, which was recorded in Accumulated other comprehensive
income (loss) on the Consolidated Balance Sheets as of February 22, 2019. The loss is being amortized over the
10-year life of the 2029 Notes. There were no gains or losses recognized against earnings for hedge
ineffectiveness related to the interest rate lock in 2021, 2020 or 2019.
15. EMPLOYEE BENEFIT PLAN OBLIGATIONS
Employee Benefit Plan Obligations (net)
Defined contribution retirement plans
Post-retirement medical benefits
Defined benefit pension plans
Deferred compensation plans and agreements
Employee benefit plan obligations
Current portion
Long-term portion
Defined Contribution Retirement Plans
February 26,
2021
February 28,
2020
$
12.1 $
42.7
62.5
60.5
$
177.8 $
28.1
44.3
61.8
58.8
193.0
$
$
24.9 $
152.9
177.8 $
44.7
148.3
193.0
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.
Total expense under all defined contribution retirement plans was $19.3 for 2021, $37.5 for 2020 and $35.3
for 2019. We expect to fund approximately $21.6 related to our defined contribution plans in 2022, including funding
related to our 2021 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. Our investments in COLI policies are intended to be utilized as a long-term
funding source for these benefit obligations. See Note 10 for additional information.
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Defined Benefit Pension Plans
Our defined benefit pension plans include various qualified foreign retirement plans as well as domestic 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, which is unfunded, was
frozen to new participants in 2016, and the benefits were capped for existing participants. The funded status of our
defined benefit pension plans (excluding our investments in COLI policies) is as follows:
Defined Benefit Pension
Plan Obligations
Plan assets
Projected benefit plan obligations
Funded status
Current liability
Long-term liability
Total benefit plan obligations
Accumulated benefit obligation
February 26, 2021
February 28, 2020
Qualified
Plans
Foreign
Non-qualified
Supplemental
Retirement
Plans
Qualified
Plans
Foreign
Non-qualified
Supplemental
Retirement
Plans
$
$
$
$
$
33.2 $
— $
31.3 $
53.7
32.2
49.5
(20.5) $
(32.2) $
(18.2) $
(0.3) $
(3.0) $
(0.1) $
(20.2)
(29.2)
(18.1)
(20.5) $
(32.2) $
(18.2) $
48.5 $
32.1 $
44.6 $
—
33.0
(33.0)
(2.8)
(30.2)
(33.0)
32.9
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Summary Disclosures for Defined Benefit Pension and Post-Retirement Plans
The following tables summarizes our defined benefit pension and post-retirement plans:
Defined Benefit
Pension Plans
Post-Retirement
Plans
February 26,
2021
February 28,
2020
February 26,
2021
February 28,
2020
Change in plan assets:
Fair value of plan assets, beginning of year
$
31.3 $
30.0 $
— $
Actual return on plan assets
Employer contributions
Plan participants’ contributions
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 loss (1)
Plan participants’ contributions
Currency changes
Benefits paid
Benefit plan obligations, end of year
Funded status
Amounts recognized on the Consolidated Balance Sheets:
Current liability
Long-term liability
Net amount recognized
Amounts recognized in accumulated other comprehensive
income (loss) —pretax:
Actuarial loss (gain)
Prior service cost
Total amounts recognized in accumulated other comprehensive
income (loss) —pretax
_________________________
$
$
$
$
—
—
4.0
1.9
—
(5.9)
—
0.1
1.6
—
5.9
1.9
—
(5.9)
44.3
(44.3)
(3.3)
(41.0)
(44.3)
(0.3)
4.1
—
2.9
(4.8)
33.2
1.6
4.9
—
(0.3)
(4.9)
31.3
—
3.5
2.3
—
(5.8)
—
82.5
76.2
44.3
40.7
1.9
1.3
0.1
—
—
4.9
(4.8)
85.9
1.8
2.0
—
8.2
—
(0.8)
(4.9)
82.5
0.1
1.1
—
0.5
2.3
0.2
(5.8)
42.7
$
(52.7) $
(51.2) $
(42.7) $
(3.3) $
(2.9) $
(3.6) $
(49.4)
(48.3)
(39.1)
(52.7) $
(51.2) $
(42.7) $
21.9 $
20.3 $
(11.1) $
(13.6)
0.9
0.7
—
—
22.8 $
21.0 $
(11.1) $
(13.6)
(1) In 2021 and 2020, the net actuarial loss includes amounts resulting from changes in actuarial assumptions
utilized to calculate our benefit plan obligations such as weighted-average discount rates and recent census
data.
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Pension Plans
Year Ended
Post-Retirement Plans
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
February 26,
2021
February 28,
2020
February 22,
2019
$
1.9 $
1.8 $
2.2 $
0.1 $
0.1 $
2.0
0.4
2.1
0.3
1.1
1.6
(2.1)
(3.3)
(3.8)
0.1
1.6
(0.1)
(1.3)
(0.2)
(1.5)
—
—
—
—
(2.2)
—
3.4
2.8
2.9
(0.9)
(1.6)
(4.3)
1.3
1.1
—
(0.9)
Components of expense:
Service cost
Interest cost
Amortization of net loss (gain)
Amortization of prior year service
credit
Expected return on plan assets
Net expense (credit) recognized in
Consolidated Statements of Income
Other changes in plan assets and
benefit obligations recognized in
other comprehensive income
(pre-tax):
Net actuarial loss (gain)
Prior service cost
Amortization of prior year service
credit
Other
Total recognized in other
comprehensive income
Total recognized in net periodic
benefit cost and other
comprehensive income (pre-tax)
Amortization of gain (loss)
(1.1)
(0.4)
(0.3)
1.2
0.1
7.9
—
1.0
1.0
—
—
0.2
0.1
—
7.6
0.2
—
1.9
0.5
—
2.1
—
—
2.6
5.9
—
3.4
—
—
9.3
(0.8)
—
3.8
2.2
0.1
5.3
$
3.6 $
10.4 $
4.8 $
1.7 $
7.7 $
1.0
Pension and Other Post-Retirement Accumulated Other Comprehensive Income
(Loss) Changes
Before Tax
Amount
Tax (Expense)
Benefit
Net of
Tax Amount
Balance as of February 22, 2019
$
9.5 $
0.2 $
9.7
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 28, 2020
Prior service (cost) credit from plan amendment arising during period
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 26, 2021
69
(0.1)
(0.1)
(13.9)
(3.0)
(16.9)
0.1
(16.9)
—
—
3.4
0.7
4.1
—
4.1
$
(7.4) $
4.3 $
(0.1)
(0.1)
(1.7)
(1.1)
(2.8)
(1.4)
(4.3)
—
—
0.3
0.3
0.6
0.2
0.8
$
(11.7) $
5.1 $
(0.1)
(0.1)
(10.5)
(2.3)
(12.8)
0.1
(12.8)
(3.1)
(0.1)
(0.1)
(1.4)
(0.8)
(2.2)
(1.2)
(3.5)
(6.6)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Weighted-Average
Assumptions
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
Pension Plans
Year Ended
Post-Retirement Plans
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
February 26,
2021
February 28,
2020
February 22,
2019
1.70 %
3.50 %
1.70 %
3.50 %
2.90 %
3.60 %
2.58 %
2.58 %
4.08 %
1.70 %
3.00 %
3.40 %
2.70 %
3.00 %
3.50 %
2.90 %
4.60 %
3.40 %
2.56 %
4.06 %
3.95 %
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 consider 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 5.84% for pre-age 65 retirees as of February 26, 2021, gradually
declining to 4.50% after seven years. As of February 28, 2020, the assumed healthcare cost trend was 6.51% for
pre-age 65 retirees, gradually declining to 4.50% after eight years. Post-age 65 trend rates are not applicable as
our plan provides a fixed subsidy for post-age 65 benefits.
Plan Assets
The investments of the foreign plans are managed by third-party investment managers who follow local
regulations. In general, the investment strategy is designed to accumulate a diversified portfolio among markets,
asset 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 26, 2021 and February 28, 2020 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
________________________
(1)
Primarily represents money market funds.
February 26, 2021
February 28, 2020
Actual
Allocations
Target
Allocations
Actual
Allocations
Target
Allocations
70 %
40 %
60 %
40 %
25
4
1
30
—
30
35
4
1
30
—
30
100 %
100 %
100 %
100 %
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
The fair value of the pension plan assets as of February 26, 2021 and February 28, 2020, by asset category
are as follows:
Fair Value of Pension Plan Assets
Level 1
Level 2
Level 3
Total
February 26, 2021
Cash and cash equivalents
Equity securities - International
Fixed income securities - Bond funds
Other investments - Property and property funds
$
$
0.2 $
—
—
—
0.2 $
— $
23.5
8.3
1.2
33.0 $
— $
—
—
—
— $
0.2
23.5
8.3
1.2
33.2
February 28, 2020
Fair Value of Pension Plan Assets
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
Equity securities - International
Fixed income securities - Bond funds
Other investments - Property and property funds
$
0.2 $
— $
— $
—
—
—
18.9
11.1
1.1
—
—
—
$
0.2 $
31.1 $
— $
0.2
18.9
11.1
1.1
31.3
There were no transfers between Level 1 and Level 2 of the fair value hierarchy for any periods presented.
We expect to contribute approximately $4.2 to our pension plans and fund approximately $3.6 related to our
post-retirement plans in 2022. The estimated future benefit payments under our pension and post-retirement plans
are as follows:
Fiscal Year Ending in February
2022
2023
2024
2025
2026
2027 - 2031
Pension Plans
$
4.2 $
4.8
4.9
4.4
5.2
Post-
retirement
Plans
3.6
3.5
3.4
3.3
3.2
21.7
13.8
Multi-Employer Pension Plan
Our subsidiary, SC Transport Inc., previously contributed to the Central States, Southeast and Southwest
Areas Pension Fund (the "Fund") based on an obligation arising from a collective bargaining agreement ("CBA")
that covered SC Transport Inc. employees and retirees. 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.
In 2019, the Fund asserted that SC Transport Inc.'s absence of hiring additional union employees over the
past ten years, coupled with restructuring of SC Transport Inc.'s business, constituted an adverse selection practice
under the Fund and, if not remedied, would result in an assessment of a withdrawal liability. As a result of the
Fund's assertion, SC Transport Inc. recorded an $11.2 charge in 2019, which was based on our best estimate from
our analysis of available information and pension regulations which specify that the liability will be paid out in
installments over a period of up to 20 years. The withdrawal liability was discounted using a rate of 3.5%. The
balance of the liability as of February 26, 2021 was $9.8.
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
In 2020, SC Transport Inc. finalized a new CBA with its employees that no longer requires it to contribute to
the fund after March 31, 2019 due to its withdrawal from the Fund. We notified the Fund of the new CBA, and the
Fund issued a final assessment of our withdrawal liability during 2020. We appealed the amount of the assessment
by the Fund and are now awaiting arbitration proceedings. The amount that may ultimately be required to settle any
potential obligation may be lower or higher than our estimated liability, which we will adjust if needed, if and when
additional information becomes available. If the Fund were to experience a mass withdrawal within three years from
the date of our withdrawal, our liability could increase by approximately $13. A mass withdrawal could occur if all
participating employers in the Fund withdraw at the same time, if the trustees terminate the Fund or if all union
employees decertify the union. Our participation in the plan in 2019 is outlined in the table below. Expense was
recognized at the time our contributions were funded in accordance with applicable accounting standards.
Pension Fund
EIN - Pension
Plan Number
Plan
Month /
Day End
Date
Central States, Southeast and Southwest Areas
Pension Fund
366044243-001
12/31
________________________
Pension
Protection
Act Zone
Status (1)
2019
Red
FIP/RP Status
Pending /
Implemented
(2)
Implemented
Contributions
2019
$0.2
Surcharges
Imposed or
Amortization
Provisions
No
(1)
The most recent Pension Protection Act Zone Status available in 2019 relates to the plan's most recent fiscal
year-end. 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.
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. These deferred
compensation obligations are unfunded.
Deferred compensation expense, which represents annual participant earnings on amounts that have been
deferred, and expense related to restoration retirement benefits were $7.7 for 2021, $3.3 for 2020 and $4.6 for
2019.
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
16. 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
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
our 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 Steelcase Inc. 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
The 2021 and 2020 activity for share repurchases is as follows (share data in millions):
Year ended
February 26,
2021
February 28,
2020
Share Repurchases
Total number
of shares
Price Paid
Total number
of shares
Price Paid
Class A Common Stock
Class B Common Stock
3.3 $
— $
42.7
—
0.5 $
— $
8.7
—
During 2021 and 2020, 1.4 million and 1.6 million shares of our Class B Common Stock were converted to
Class A Common Stock, respectively.
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
17.
INCOME TAXES
In Q1 2021, the U.S. government enacted tax legislation to provide economic stimulus and support to
businesses during the COVID-19 pandemic, referred to as the Coronavirus Aid, Relief and Economic Security Act
(the “CARES Act”), which enabled companies to carry back tax losses to years prior to the enactment of the Tax
Cuts and Jobs Act when the federal statutory income tax rate was 35%. Additionally, the CARES Act included an
administrative correction of the depreciation recovery period for qualified improvement property which impacted
certain leasehold improvement costs that resulted in the acceleration of depreciation on these assets retroactively to
2018.
Provision for Income Taxes
The provision for income taxes on income before income tax expense (benefit) consists of:
Provision for Income Tax Expense (Benefit)
Current income tax expense (benefit):
Federal
State and local
Foreign
Deferred income tax expense (benefit):
Federal
State and local
Foreign
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
(30.4) $
1.9
12.9
(15.6)
13.7
(1.1)
2.8
15.4
6.8 $
10.9
15.4
33.1
10.3
(2.8)
4.9
12.4
18.4
6.0
14.6
39.0
(3.6)
1.2
1.3
(1.1)
37.9
Income tax expense (benefit)
$
(0.2) $
45.5 $
Income taxes were based on the following sources of income (loss) before income tax expense (benefit):
Source of Income (Loss) Before Income Tax Expense (Benefit)
Domestic
Foreign
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
$
(10.1) $
36.0
25.9 $
195.8 $
49.4
245.2 $
119.4
44.5
163.9
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
The total income tax expense (benefit) we recognized is reconciled to that computed by applying the
U.S. federal statutory tax rate of 21.0%, as follows:
Income Tax Provision Reconciliation
Tax expense at the U.S. federal statutory rate
State and local income taxes, net of federal
Impact of the CARES Act
Sale of PolyVision (1)
Valuation allowance provisions and adjustments (2)
Goodwill impairment charge (3)
COLI income (4)
Foreign operations, less applicable foreign tax credits (5)
Impact of change to non-U.S. federal statutory tax rates (6)
Officer compensation limitation
Research tax credit
Other
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
5.4 $
51.5 $
0.6
(11.7)
—
0.4
3.4
(2.7)
5.4
0.4
1.9
(3.0)
(0.3)
6.4
—
(11.6)
(1.3)
—
(1.4)
4.9
(1.2)
1.1
(2.9)
—
34.4
5.7
—
—
(1.3)
—
(1.6)
7.8
(0.8)
1.0
(2.9)
(4.4)
Total income tax expense (benefit) recognized
$
(0.2) $
45.5 $
37.9
________________________
(1)
(2)
The tax basis of PolyVision exceeded the book equity of the entity. For U.S. federal tax purposes, this
generated a capital loss and related benefit, which varied from the expected U.S. federal tax expense on the
financial statement gain on disposal.
The valuation allowance provisions and adjustments are based on current year activity, which are further
detailed below.
(3) We recorded a goodwill impairment charge related to our Orangebox U.K. reporting unit which is non-
deductible for tax purposes.
(4)
(5)
(6)
The increase in the cash surrender value of COLI policies, net of normal insurance expenses, plus maturity
benefits are non-taxable.
The foreign operations, less applicable foreign tax credits, amounts include the rate differential between local
statutory rates and the U.S. rate on foreign operations.
A cancellation of scheduled changes to the statutory tax rates in the U.K. and France resulted in the
revaluation of certain deferred tax assets in those jurisdictions.
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Deferred Income Taxes
The significant components of deferred income taxes are as follows:
Deferred Income Taxes
February 26,
2021
February 28,
2020
Deferred income tax assets:
Employee benefit plan obligations and deferred compensation
$
57.6 $
Operating lease 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:
Right-of-use operating lease assets
Property, plant and equipment
Intangible assets
Prepaid expenses
Total deferred income tax liabilities
Net deferred income taxes
Net deferred income taxes is comprised of the following components:
Deferred income tax assets—non-current
Deferred income tax liabilities—non-current
62.7
45.2
15.1
22.0
15.0
217.6
(6.6)
211.0
57.4
32.3
13.0
2.0
104.7
$
106.3 $
113.3
7.0
68.9
64.2
39.1
17.1
19.1
17.1
225.5
(5.7)
219.8
61.4
28.6
9.8
2.2
102.0
117.8
124.6
6.8
As of February 26, 2021, the valuation allowance of $6.6 included $3.5 relating to foreign deferred tax assets.
In updating our assessment of the ultimate realization of deferred tax assets, we considered the following factors:
•
•
•
•
recent financial performance including cumulative losses,
the predictability of future income,
prudent and feasible tax planning strategies that could be implemented to protect the loss of the deferred
tax assets and
the effect of reversing taxable temporary differences.
Based on our evaluation of these factors, particularly cumulative losses, we were unable to assert that it is
more likely than not that the deferred tax assets in our owned dealers and sales offices in France, Australia,
Morocco and Hong Kong would be realized as of February 26, 2021. During 2021, we liquidated our owned dealer
in Brazil, requiring the reversal of the valuation allowance on its deferred tax assets, which reduced tax expense by
$1.0. During 2020, we determined that it was more likely than not that all of the deferred tax assets, including net
operating losses, of our owned dealer in the U.K. would be utilized, and the reversal of the valuation allowance on
these items reduced tax expense by $3.1. Also during 2020, we determined that it was not more likely than not that
all of the deferred tax assets, including net operating losses, of our owned dealer in Australia would be utilized, and
recorded a valuation allowance which increased tax expense by $1.2.
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
We have the ability to repatriate foreign subsidiary earnings to our U.S. parent without incurring additional
U.S. federal income tax. We have provided deferred income taxes where appropriate on earnings of subsidiaries
expected to be distributed. However, we have not recorded deferred taxes on any remaining historical outside basis
differences in non-U.S. subsidiaries as we continue to assert indefinite reinvestment on those basis differences that
are not related to amounts previously taxed in the U.S. or undistributed earnings generated after 2018.
Taxes Payable or Receivable
Income taxes currently payable or receivable are reported on the Consolidated Balance Sheets as follows:
Income Taxes
Other current assets:
Income taxes receivable
Other long-term assets:
Income taxes receivable
Accrued expenses:
Income taxes payable
Net Operating Loss and Tax Credit Carryforwards
Operating loss and tax credit carryforwards expire as follows:
February 26,
2021
February 28,
2020
$
$
$
49.5 $
8.0
— $
7.8
7.4 $
13.9
Fiscal Year Ending February
2022
2023-2041
No expiration
Valuation allowances
Net benefit
Net Operating Loss
Carryforwards (Gross)
Net Operating Loss
Carryforwards (Tax Effected)
Federal
State
International
Federal
State
International
Total
Tax Credit
Carryforwards
$ — $ — $
— $ — $ — $
— $ — $
0.9
56.3
—
—
0.7
173.2
$ 0.9 $ 56.3 $
173.9
0.2
—
0.2
—
4.5
—
4.5
—
0.2
4.9
41.2
41.2
41.4
46.1
(3.0)
(3.0)
$ 0.2 $ 4.5 $
38.4 $ 43.1 $
—
22.0
—
22.0
(3.1)
18.9
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
$62.0 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 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 U.S. 2016 through
2021 (certain U.S. tax years are open to assessment due to the carryback of tax losses to those years), Canada
2017 through 2021, France 2015 through 2021 and Germany 2014 through 2021. 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 (benefit),
and these amounts were not material in 2021, 2020 or 2019.
77
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 decreases—tax positions in prior period
Currency translation adjustment
Balance as of end of period
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
2.0 $
2.0 $
—
0.3
—
—
$
2.3 $
2.0 $
2.2
—
(0.2)
2.0
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 a $2.3 liability for uncertain tax positions as of
February 26, 2021. No other amounts are recorded as a liability for uncertain tax positions, including interest and
penalties, on the Consolidated Balance Sheets.
Unrecognized tax benefits of $2.3, if favorably resolved, would be recorded as an income tax benefit. We do
not expect the amount of unrecognized tax benefits will significantly change due to expiring statutes or audit activity
in the next twelve months.
18. SHARE-BASED COMPENSATION
The Steelcase Inc. Incentive Compensation Plan (the “Incentive Compensation Plan”) provides for the
issuance of share-based compensation awards to employees and members of our Board of Directors. There are
25,000,000 shares of Class A Common Stock reserved for issuance under our Incentive Compensation Plan, with
2,087,863 shares remaining for future issuance under our Incentive Compensation Plan as of February 26, 2021.
A variety of awards may be granted under the Incentive Compensation Plan, including stock options, stock
appreciation rights, 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 three years. Our Board of Directors may amend or terminate the Incentive Compensation
Plan at its discretion subject to certain provisions as stipulated within the plan.
In the event of a "change in control", as defined in the Incentive Compensation Plan,
•
•
any performance-based conditions imposed on outstanding awards will be deemed to be, immediately
prior to the change in control, the greater of (1) the applicable performance achieved through the date of
the change in control or (2) the target level of performance; and
all restrictions imposed on all outstanding awards of restricted stock units and performance units will
lapse if either (1) the awards are assumed by an acquirer or successor and the awardee experiences a
qualifying termination during the two year period following the change in control or (2) the awards are not
assumed by an acquirer or successor.
Share-based awards currently outstanding under the Incentive Compensation Plan are as follows:
Total Outstanding Awards
Performance units (1)
Restricted stock units
Total outstanding awards
________________________
February 26,
2021
898,156
2,285,965
3,184,121
(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.
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Performance Units
Performance units ("PSUs") are earned after the applicable performance period and only if the performance
criteria stated in the applicable award are achieved. After completion of the performance period, the number of
PSUs earned will be issued as shares of Class A Common Stock. The aggregate number of shares of Class A
Common Stock that ultimately may be issued under PSUs where the performance period has not been completed
ranged from 0 to 898,156 shares as of February 26, 2021. 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 Incentive Compensation Plan.
A dividend equivalent is calculated based on the actual number of PSUs earned at the end of the
performance period equal to the dividends that would have been payable on the earned PSUs 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.
The expense for PSUs is determined based on the probability that the performance conditions will be met
and, if applicable, the fair value of the market condition on the grant date. The PSUs are expensed and recorded in
Additional paid-in capital on the Consolidated Balance Sheets over the remaining performance period.
During 2021, we awarded two sets of PSUs to certain employees. The first set, consisting of 303,973 PSUs,
were earned in 2021 (the “2021 Short-Term PSUs”), and the second set, consisting of 529,500 PSUs, will be earned
over a three-year performance period of 2021 through 2023 (the “2021 Long-Term PSUs”). The 2021 Short-Term
PSUs were earned based on our Compensation Committee’s qualitative assessment of management’s performance
in 2021 in a number of specified areas (collectively, the “2021 Performance Measures”). In Q4 2021, the Committee
reviewed the 2021 Performance Measures and based on the Committee's assessment, the 2021 Short-Term PSUs
were considered granted and earned at 100% of the target level, and 298,263 shares of Class A Common Stock
were issued to participants under such awards. The 2021 Long-Term PSUs will be earned based on achievement
of certain performance conditions and then modified based on achievement of certain total shareholder return
results relative to a comparison group of companies, which is a market condition. The performance conditions for
the 2021 Long-Term PSUs are established by the Compensation Committee within the first three months of the
applicable fiscal year for each year of the performance period. When the performance conditions for a fiscal year
are established (or, if the performance conditions involve a qualitative assessment, when such assessment has
been made), one-third of the PSUs awarded are considered granted. The performance conditions for the first year
of the performance period involved a qualitative assessment which was made in Q4 2021, and accordingly, one-
third of the 2021 Long-Term PSUs were considered granted in Q4 2021.
The PSUs awarded in 2020 are earned over a three-year performance period of 2020 through 2022 (the
“2020 PSUs”). The 2020 PSUs will be earned based on achievement of certain performance conditions and then
modified based on achievement of certain total shareholder return results relative to a comparison group of
companies, which is a market condition. The performance conditions for the 2020 PSUs are established by the
Compensation Committee within the first three months of the applicable fiscal year for each year of the performance
period. When the performance conditions for a fiscal year are established (or, if the performance conditions involve
a qualitative assessment, when such assessment has been made), one-third of the PSUs awarded are considered
granted. The performance conditions for the first year of the performance period were established in Q1 2020, and
the performance conditions for the second year of the performance period involved a qualitative assessment which
was made in Q4 2021. Accordingly, one-third of the 2020 PSUs were considered granted in each of Q1 2020 and
Q4 2021.
The PSUs granted in 2019 were earned over a three-year period based on achievement of certain total
shareholder return results relative to a comparison group of companies, which is a market condition. Based on
actual results, the PSUs granted in 2019 were earned at 80.0% of the target level, and 147,120 shares of Class A
Common Stock were issued to participants under such awards.
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
We used the Monte Carlo simulation model to calculate the fair value of the market conditions on the
respective grant dates, which resulted in a fair value of $3.7, $1.6 and $3.3 for the PSUs with market conditions
granted in 2021, 2020 and 2019, respectively. The Monte Carlo simulation was computed using the following
assumptions:
Risk-free interest rate (1)
Expected term
Estimated volatility (2)
________________________
2021 Awards -
Year 1
2020 Awards -
Year 2
2020 Awards -
Year 1
2019 Awards
0.2 %
2 years
58.1 %
0.1 %
1 year
74.1 %
2.3 %
3 years
32.5 %
2.6 %
3 years
33.8 %
(1)
(2)
Based on the U.S. Government bond benchmark on the grant date.
Represents the historical price volatility of our Company’s Class A Common Stock for the three-year period
preceding the grant date.
The Monte Carlo simulation resulted in the following weighted-average grant date fair values per PSU with
market conditions:
Grant Date Fair Value per PSU
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Weighted-average grant date fair value per share of PSUs granted
under monte carlo
$
13.29 $
16.21 $
18.02
The total PSU expense and associated tax benefit for all outstanding awards in 2021, 2020 and 2019 are as
follows:
Expense
Tax benefit
Performance Units
The 2021 PSU activity is as follows:
Nonvested as of February 28, 2020
Maximum Number of Nonvested Units
Granted
Vested
Forfeited
Nonvested as of February 26, 2021
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
$
7.7 $
2.7 $
2.0
0.7
4.2
1.1
Total
605,080 $
1,040,842
(742,056)
(5,710)
898,156 $
Weighted-Average
Grant Date
Fair Value per Unit
17.39
13.41
15.23
13.52
14.06
As of February 26, 2021, there was $0.4 of remaining unrecognized compensation cost related to nonvested
PSUs. That cost is expected to be recognized over a remaining weighted-average period of 1.6 years.
The total fair value of PSUs vested during 2021, 2020 and 2019 was $6.4, $1.7 and $0.0, respectively. The
fair value was determined based upon the closing price of shares of our Class A Common Stock as of the date the
Compensation Committee of our Board of Directors certified the awards.
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Restricted Stock Units
During 2021 we awarded 1,371,077 restricted stock units ("RSUs") to certain employees. RSUs have
restrictions on transfer which lapse three years after the date of grant, at which time RSUs are issued as
unrestricted shares of Class A Common Stock. These 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 Incentive Compensation Plan. 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.
The weighted-average grant date fair value per share of RSUs granted in 2021, 2020 and 2019 is as follows:
Grant Date Fair Value per Share
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Weighted-average grant date fair value per share of RSUs granted
$
9.49 $
15.84 $
14.67
The total RSU expense and associated tax benefit for all outstanding awards in 2021, 2020 and 2019 are as
follows:
Expense
Tax benefit
Restricted Stock Units
February 26,
2021
Year Ended
February 28,
2020
February 22,
2019
$
12.4 $
13.3 $
3.1
3.6
12.7
3.4
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 2021 RSU activity
is as follows:
Nonvested as of February 28, 2020
Nonvested Units
Granted
Vested
Forfeited
Nonvested as of February 26, 2021
Weighted-Average
Grant Date
Fair Value
per Share
15.28
9.49
14.45
14.39
12.11
Total
1,761,124 $
1,371,077
(800,068)
(46,168)
2,285,965 $
There was $6.7 of remaining unrecognized compensation cost related to RSUs as of February 26, 2021. That
cost is expected to be recognized over a weighted-average period of 1.8 years.
The total fair value of RSUs vested was $10.7, $12.6 and $15.4 during 2021, 2020 and 2019, respectively.
The fair value was determined based upon the closing price of shares of our Class A Common Stock on the dates
the awards vested.
Unrestricted Share Grants
Under the Incentive Compensation Plan, unrestricted shares of our Class A Common Stock may be issued to
members of our Board of Directors as compensation for director’s fees. We granted a total of 64,107, 41,941 and
53,029 unrestricted shares at a weighted average grant date fair value per share of $12.21, $17.31 and $14.82
during 2021, 2020 and 2019, respectively.
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
19.
LEASES
We have operating leases for corporate offices, sales offices, showrooms, manufacturing facilities, vehicles
and equipment that expire at various dates through 2031. Certain lease agreements include contingent rental
payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others
include rental payments adjusted periodically for inflationary indexes. Additionally, some leases include options to
renew or terminate the leases which can be exercised at our discretion.
As a result of the COVID-19 pandemic, the FASB staff issued a question and answer document (the "Staff
Q&A") on the application of lease accounting guidance related to lease concessions provided as a result of the
pandemic. The Staff Q&A provides interpretive guidance allowing companies the option to account for lease
concessions related to the pandemic consistent with how those concessions would be accounted for under ASU
2016-02, Leases (Topic 842), as though enforceable rights and obligations for those concessions existed at the
beginning of the contract (regardless of whether those enforceable rights and obligations for the concessions
explicitly exist in the contract). This interpretive guidance was issued in order to reduce the costs and complexities
of applying lease modification accounting under Topic 842 to leases impacted by the effects of the pandemic. We
have elected to apply the interpretive guidance provided in the Staff Q&A to rent deferrals and abatements received
related to the pandemic. Accordingly, we have not remeasured the related right-of-use asset or lease liability for the
affected leases. The lease concessions were not material for the twelve months ended February 26, 2021.
The components of lease expense are as follows:
Operating lease cost
Sublease rental income
Year Ended
February 26,
2021
February 28,
2020
$
$
51.8 $
(2.4)
49.4 $
51.9
(1.2)
50.7
Supplemental cash flow and other information related to leases are as follows:
Cash flow information:
Operating cash flows used for operating leases
Leased assets obtained in exchange for new operating lease obligations
Other information:
Weighted-average remaining term
Weighted-average discount rate
Year Ended
February 26,
2021
February 28,
2020
$
$
50.4
21.8
$
$
45.3
103.6
6.6 years
3.8 %
7.1 years
4.0 %
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the future minimum lease payments as of February 26, 2021:
STEELCASE INC.
Fiscal year ending in February
Amount (1)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less interest
Present value of lease liabilities
_______________________________________
$
$
$
52.0
44.9
39.6
37.6
30.1
71.7
275.9
32.6
243.3
(1)
Lease payments include options to extend lease terms that are reasonably certain of being exercised. The
payments exclude legally binding minimum lease payments for leases signed but not yet commenced.
20. ACQUISITIONS
Orangebox
In 2019, we acquired Orangebox, a manufacturer of task seating, architectural pods, privacy solutions and
collaborative furniture based in the U.K. The transaction included the purchase of all of the outstanding capital
stock of Orangebox for $78.9 (or £60.0) less an adjustment for working capital of $0.5 in an all-cash transaction. Up
to an additional $3.9 (or £3.0) is payable to one of the sellers over three years, contingent upon the achievement of
certain business performance obligations. The acquisition was funded by borrowings under our global committed
bank facility. The goodwill resulting from the acquisition relates to the expected ability to provide customers with a
broader range of furniture designed to boost collaboration at work and provide us with additional capability to
develop innovative products.
Tangible assets and liabilities of Orangebox were valued as of the acquisition date using a market analysis
and intangible assets were valued using a discounted cash flow analysis, which represents a Level 3 measurement.
On the acquisition date, we recorded $42.2 related to identifiable intangible assets, $23.4 related to goodwill and
$16.7 related to tangible assets. The tangible assets mainly consisted of working capital (primarily accounts
receivable, inventory and current liabilities), property, plant and equipment (primarily the land, building and
equipment of two manufacturing locations in the U.K.) and deferred tax liabilities. Goodwill was recorded in EMEA
and the Americas segments in the amounts of $18.8 and $4.6, respectively. The goodwill is not deductible for U.K.
or U.S. income tax purposes. In 2021, we recorded a goodwill impairment charge related to Orangebox U.K. See
Note 11 for additional information. Intangible assets are principally related to dealer relationships, the Orangebox
trade name and internally-developed know-how and designs, which are being amortized over periods ranging
between 9 to 11 years from the date of the acquisition. The purchase price allocation for the Orangebox acquisition
was completed during 2020.
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
The following table summarizes the acquired identified intangible assets and the respective fair value and
useful life of each asset at the date of acquisition:
Other Intangible Assets
Dealer relationships
Trademark
Know-how/designs
Other
Weighted
Average
Useful Life
(Years)
Fair Value
10.9 $
9.0
9.0
0.2
$
23.0
13.2
5.0
1.0
42.2
The fair value of the acquired intangible assets will be amortized on a straight-line basis over the remaining
useful lives. The estimated amortization expense for the next five years is as follows:
Fiscal Year Ending in February
Amount
2022
2023
2024
2025
2026
Smith System
$
4.1
4.1
4.1
4.2
4.1
$
20.6
In 2019, we acquired Smith System, a Texas-based manufacturer of desking, seating and storage for the pre-
K-12 education market. The transaction included the purchase of all of the outstanding capital stock of Smith
System for $140.0, payable in cash, plus a net adjustment for working capital of $8.4. In addition, we funded $5.0 to
a third-party escrow account, which was to be paid to the seller at the end of two years after the sale based on
continued employment. We paid this amount to the seller in 2021. The acquisition was funded through a
combination of domestic cash on-hand and short-term borrowings under our global credit facility.
Smith System is an industry leader in the U.S. pre-K-12 education market. The acquisition is expected to
advance our growth strategy in the education and office markets particularly as it relates to learning environments
and collaborative spaces. The goodwill resulting from the acquisition is primarily related to the growth potential of
Smith System as we offer their products through our distribution network.
Tangible assets and liabilities of Smith System were valued as of the acquisition date using a market analysis
and intangible assets were valued using a discounted cash flow analysis, which represents a Level 3 measurement.
On the acquisition date, we recorded $44.1 related to identifiable intangible assets, $79.3 related to goodwill and
$25.0 related to tangible assets, mainly consisting of working capital items such as accounts receivable, inventory
and current liabilities. The entire amount recorded to goodwill is deductible for U.S. income tax purposes and is
recorded in the Americas segment. Intangible assets are principally related to internally-developed know-how and
designs, dealer relationships and the Smith System trade name, which are being amortized over periods ranging
between 9 to 11 years from the date of the acquisition. The purchase price allocation for the Smith System
acquisition was completed during 2020.
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
The following table summarizes the acquired identified intangible assets and the respective fair value and
useful life of each asset at the date of acquisition:
Other Intangible Assets
Know-how/designs
Dealer relationships
Trademark
Other
Weighted
Average
Useful Life
(Years)
Fair Value
9.0 $
11.0
9.0
0.9
$
16.0
12.0
12.0
4.1
44.1
The fair value of the acquired intangible assets will be amortized on a straight-line basis over the remaining
useful lives. The estimated amortization expense for the next five years is as follows:
Fiscal Year Ending in February
Amount
2022
2023
2024
2025
2026
21. DIVESTITURE
$
4.2
4.2
4.2
4.3
4.2
$
21.1
In 2020, we sold all outstanding capital stock of PolyVision for net proceeds of $72.6. The transaction
resulted in the disposition of the net assets of the PolyVision operating entities in the U.S. and Belgium, which
totaled $47.8. The net assets were primarily related to accounts receivable, inventory, property, plant and
equipment and goodwill. In conjunction with the sale, we recorded a provision for $3.8 related to minimum
purchase commitments for three years following the date of the sale. The transaction resulted in a gain of $21.0 in
the Other category which reduced Operating expenses in the Consolidated Statements of Income. Subsequent to
the sale, we continue to market certain PolyVision branded products to provide customers with a full suite of
collaboration solutions.
Our Consolidated Statements of Income include the following in the Other category related to PolyVision:
Revenue
Gross profit
Operating income
Year Ended
February 28,
2020
February 22,
2019
$
61.5 $
18.6
6.4
61.9
18.9
7.4
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
22. REPORTABLE SEGMENTS
Our reportable segments consist of the Americas segment, the EMEA segment and the Other category.
Unallocated corporate expenses are reported as Corporate.
The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with
a comprehensive portfolio of furniture, architectural and technology products marketed to corporate, government,
healthcare, education and retail customers through the Steelcase, Coalesse, Smith System, AMQ and Orangebox
brands.
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase,
Orangebox and Coalesse brands, with a comprehensive portfolio of furniture, architectural and technology products.
The Other category includes Asia Pacific and Designtex. Asia Pacific serves customers in Australia, China,
India, Japan, Korea and other countries in Southeast Asia primarily under the Steelcase brand with a
comprehensive portfolio of furniture, architectural and technology products. Designtex primarily sells textiles, wall
coverings and surface imaging solutions specified by architects and designers directly to end-use customers
through a direct sales force primarily in North America. In 2020 and 2019, the Other category also included
PolyVision which we sold in Q4 2020.
We primarily review and evaluate revenue and operating income by segment in both our internal review
processes and for our external financial reporting. We also allocate resources primarily based on revenue and
operating income. Total assets by segment include manufacturing and other assets associated with each segment.
Corporate costs include unallocated portions of shared service functions such as information technology,
corporate facilities, finance, human resources, research, legal and customer aviation, plus deferred compensation
expense and income or losses associated with COLI. Corporate assets consist primarily of unallocated cash and
cash equivalents, COLI balances, fixed assets and right-of-use assets related to operating leases.
Operating Segment Data
Americas
EMEA
Other
Corporate
Consolidated
2021
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
2020
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
2019
Revenue
Operating income (loss)
Total assets
Capital expenditures
Depreciation & amortization
$ 1,848.5 $
511.3 $
236.4 $
— $ 2,596.2
97.0
1,015.3
17.0
54.2
(32.3)
414.4
10.8
22.3
0.2
211.3
8.7
6.1
(21.9)
43.0
713.0
2,354.0
4.8
2.6
41.3
85.2
$ 2,672.9 $
669.6 $
381.2 $
— $ 3,723.7
240.0
1,067.3
24.3
54.3
9.9
454.5
18.5
21.6
39.4
225.6
19.1
6.8
(32.3)
257.0
818.0
2,565.4
11.5
2.9
73.4
85.6
$ 2,470.2 $
617.0 $
356.0 $
— $ 3,443.2
209.9
1,044.4
24.6
53.6
(6.9)
420.1
21.3
20.0
14.3
220.4
12.6
6.2
(33.7)
183.6
457.5
2,142.4
22.9
1.8
81.4
81.6
The accounting policies of each of the reportable segments are the same as those described in Note 2.
Revenue comparisons have been impacted by acquisitions and divestitures along with currency translation effects.
See Note 4 for additional information.
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
Reportable geographic information is as follows:
Reportable Geographic Data
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
Long-lived assets:
United States
Foreign locations
$
883.8 $
303.0
812.1
237.5
$ 1,186.8 $ 1,243.1 $ 1,049.6
924.1 $
319.0
No country other than the U.S. represented greater than 10% of our long-lived assets in 2021, 2020 or 2019.
23. RESTRUCTURING ACTIVITIES
In Q2 2021, our Board of Directors approved a series of restructuring actions in response to continued order
declines in the Americas compared to the prior year and continued economic uncertainty related to the COVID-19
pandemic. The restructuring actions included early retirements and voluntary and involuntary terminations of
approximately 300 salaried employees and early retirements of approximately 160 hourly employees. We incurred
$27.2 in restructuring costs in the Americas segment in connection with these actions during 2021, consisting of
cash severance payments and payment of other separation-related benefits. These restructuring actions are
substantially complete.
In Q4 2021, we completed additional restructuring actions in the Americas segment which included early
retirements and voluntary terminations of approximately 50 hourly employees. We incurred $1.4 in restructuring
costs in connection with these actions during 2021, consisting of cash severance payments and payment of other
separation-related benefits.
The following table details the changes in the restructuring reserve balance as of February 26, 2021:
Balance as of February 28, 2020
Restructuring costs
Payments
Balance as of February 26, 2021
Workforce
reductions
$
$
—
28.6
(28.2)
0.4
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STEELCASE INC.
24. UNAUDITED QUARTERLY RESULTS
Unaudited Quarterly Results
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
2021
Revenue
Gross profit
Operating income (loss)
Net income (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
2020
Revenue
Gross profit
Operating income
Net income
Basic earnings per share
Diluted earnings per share
$
482.8 $
818.8 $
617.5 $
677.1 $ 2,596.2
122.7
269.6
177.9
192.6
762.8
(52.3)
(38.1)
(0.33)
(0.33)
88.6
55.5
0.47
0.47
—
2.1
0.02
0.02
6.7
6.6
0.06
0.06
43.0
26.1
0.22
0.22
$
824.3 $
998.0 $
955.2 $
946.2 $ 3,723.7
258.4
333.5
316.1
307.2
1,215.2
27.6
17.8
0.15
0.15
85.3
60.5
0.50
0.50
75.1
54.9
0.46
0.46
69.0
66.5
0.56
0.55
257.0
199.7
1.67
1.66
Revenue comparisons have been impacted by currency translation effects, acquisitions and divestitures. See
Note 20 and Note 21 for additional information.
Operating income and net income included a goodwill impairment charge in Q1 2021 and restructuring costs
in Q2 2021, Q3 2021 and Q4 2021. See Note 11 and Note 23, respectively, for additional information. Operating
income and net income in Q4 2020 included a gain on the sale of PolyVision. See Note 21 for additional
information.
88
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 26,
2021. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of
February 26, 2021, 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.
89
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 will be contained in our 2021 Proxy Statement under the captions “Proposal 1 —
Election of Directors,” “Committees of the Board of Directors” and “Other Corporate Governance Matters” and is
incorporated into this Report by reference.
Item 11. Executive Compensation:
The information required by Item 11 will be contained in our 2021 Proxy Statement, under the captions
“Committees of the Board of Directors,” “Director Compensation,” “Compensation Committee Report,”
“Compensation Discussion and Analysis” and “Executive Compensation, Retirement Programs and Other
Arrangements” 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 will be contained in our 2021 Proxy Statement,
under the caption “Stock Ownership of Management and Certain Beneficial Owners,” and is incorporated into this
Report by reference.
The following table shows information regarding securities authorized for issuance under equity compensation
plans as of February 26, 2021.
Equity Compensation Plan Information
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
3,184,121 (1)
n/a (2)
2,087,863
—
3,184,121
n/a
n/a
—
2,087,863
Plan category
Equity compensation plans approved
by security holders
Equity compensation plans not
approved by security holders
Total
________________________
(1)
(2)
This amount reflects the outstanding restricted stock units and the maximum number of shares that may be
issued under outstanding performance units; however, the actual number of shares which may be issued will
be determined based on the satisfaction of certain criteria, and therefore may be significantly lower.
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 options, warrants or rights are
performance units and restricted stock units.
All equity awards were granted under our Incentive Compensation Plan. See Note 18 to the consolidated
financial statements for additional information.
Item 13. Certain Relationships and Related Transactions, and Director Independence:
The information required by Item 13 will be contained in our 2021 Proxy Statement, under the captions
“Director Independence” and “Related Person Transactions” and is incorporated into this Report by reference.
Item 14. Principal Accounting Fees and Services:
The information required by Item 14 will be contained in our 2021 Proxy Statement under the caption “Fees
Paid to Principal Independent Auditor” and is incorporated into this Report by reference.
90
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 26, 2021, February 28, 2020 and
February 22, 2019
Consolidated Statements of Comprehensive Income for the Years Ended February 26, 2021,
February 28, 2020 and February 22, 2019
Consolidated Balance Sheets as of February 26, 2021 and February 28, 2020
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended February 26,
2021, February 28, 2020 and February 22, 2019
Consolidated Statements of Cash Flows for the Years Ended February 26, 2021, February 28, 2020 and
February 22, 2019
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
Index of Exhibits
Description
Second Restated Articles of Incorporation of the Company, as amended (1)
Amended By-laws of Steelcase Inc., as amended April 15, 2021 (2)
Indenture for Senior Debt Securities, dated as of August 7, 2006, between Steelcase Inc. as Issuer
and J.P. Morgan Trust Company, National Association as Trustee (3)
Officers' Certificate of Steelcase Inc. establishing the terms of the 5.125% Senior Notes Due 2029 (4)
Description of Capital Stock (5)
Third Amended and Restated Credit Agreement, dated as of February 27, 2020, among Steelcase
Inc.; JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., and Wells Fargo
Bank, National Association, as Co-Syndication Agents; HSBC Bank USA, National Association, as
Documentation Agent; and certain other lenders (6)
Steelcase Inc. Restoration Retirement Plan (7)
2015-1 Amendment to the Steelcase Inc. Restoration Retirement Plan (8)
2016-1 Amendment to the Steelcase Inc. Restoration Retirement Plan (9)
2017-1 Amendment to the Steelcase Inc. Restoration Retirement Plan (10)
Steelcase Inc. Deferred Compensation Plan (11)
2009-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (12)
2013-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (13)
2015-1 Amendment to the Steelcase Inc. Deferred Compensation Plan (14)
Exhibit
No.
3.1
3.2
4.1
4.2
4.3
10.1*
10.2**
10.3**
10.4**
10.5**
10.6**
10.7**
10.8**
10.9**
10.10** Steelcase Inc. Non-Employee Director Deferred Compensation Plan, as amended and restated
effective July 10, 2012 (15)
91
Exhibit
No.
10.11** Steelcase Inc. Executive Severance Plan (16)
Description
10.12**
2009-1 Amendment to the Steelcase Inc. Executive Severance Plan (17)
10.13**
2010-1 Amendment to the Steelcase Inc. Executive Severance Plan (18)
10.14**
2010-2 Amendment to the Steelcase Inc. Executive Severance Plan (19)
10.15** Steelcase Inc. Executive Supplemental Retirement Plan, as amended and restated as of March 27,
2003 (20)
10.16**
2006-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (21)
10.17**
2006-2 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (22)
10.18**
2009-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (23)
10.19**
2012-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (24)
10.20**
2015-1 Amendment to the Steelcase Inc. Executive Supplemental Retirement Plan (25)
10.21** Steelcase Inc. Management Incentive Plan, as amended and restated as of February 25, 2017 (26)
10.22** Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 15, 2015 (27)
10.23** Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (TSR) (FY 2019)
(28)
10.24** Steelcase Inc. Incentive Compensation Plan Form of Cash-Based Award Agreement (ROIC) (FY 2019)
(29)
10.25** Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY 2019) (30)
10.26** Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY 2020) (31)
10.27** Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY 2020 and
2021) (32)
10.28** Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (1-year) (FY
2021) (33)
10.29** Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (3-year) (FY 2021
and 2022) (34)
10.30** Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY 2022)
10.31** Summary of Steelcase Benefit Plan for Outside Directors, as updated January 15, 2020 (35)
10.32** Summary of Compensation for the Board of Directors of Steelcase Inc., as updated August 28, 2020
10.33**
(36)
Letter agreement between Steelcase Inc. and James P. Keane, dated April 15, 2021 (37)
10.34**
Letter agreement between Steelcase Inc. and Sara E. Armbruster, dated April 15, 2021 (38)
10.35** Retention Award Agreement between Steelcase Inc. and David C. Sylvester, dated April 15, 2021 (39)
21.1
23.1
31.1
31.2
32.1
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
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Schema Document
101.CAL Inline XBRL Calculation Linkbase Document
101.LAB Inline XBRL Labels Linkbase Document
101.PRE Inline XBRL Presentation Linkbase Document
101.DEF Inline XBRL Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
________________
*
Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
92
** Management contract or compensatory plan or arrangement.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on July 15,
2011 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the Commission on April 19,
2021 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on August 7,
2006 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on January
18, 2019 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28,
2020, as filed with the Commission on April 27, 2020 (commission file number 001-13873), and incorporated
herein by reference.
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Commission on
February 28, 2020 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.
Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the Commission on
January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.
Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2015, as filed with the Commission on September 29, 2015 (commission file number 001-13873),
and incorporated herein by reference.
(10) Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 25, 2017, as filed with the Commission on September 20, 2017 (commission file number 001-13873),
and incorporated herein by reference.
(11) Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.
(12) Filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.
(13) Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended August
24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.
(14) Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2014, as filed with the Commission on December 23, 2014 (commission file number
001-13873), and incorporated herein by reference.
(15) Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended August
24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.
(16) Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on
February 9, 2007 (commission file number 001-13873), and incorporated herein by reference.
(17) Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.
(18) Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2009, as filed with the Commission on October 5, 2009 (commission file number 001-13873), and
incorporated herein by reference.
(19) Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
November 27, 2009, as filed with the Commission on January 5, 2010 (commission file number 001-13873),
and incorporated herein by reference.
93
(20) Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28,
2003, as filed with the Commission on May 16, 2003 (commission file number 001-13873), and incorporated
herein by reference.
(21) Filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 25,
2005, as filed with the Commission on May 6, 2005 (commission file number 001-13873), and incorporated
herein by reference.
(22) Filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
May 27, 2005, as filed with the Commission on July 1, 2005 (commission file number 001-13873), and
incorporated herein by reference.
(23) Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.
(24) Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 24,
2012, as filed with the Commission on April 23, 2012 (commission file number 001-13873), and incorporated
herein by reference.
(25) Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on January
16, 2015 (commission file number 001-13873), and incorporated herein by reference.
(26) Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on July 14,
2017 (commission file number 001-13873), and incorporated herein by reference.
(27) Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2015, as filed with the Commission on September 29, 2015 (commission file number 001-13873),
and incorporated herein by reference.
(28) Filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23,
2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated
herein by reference.
(29) Filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23,
2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated
herein by reference.
(30) Filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K for the fiscal year ended February 23,
2018, as filed with the Commission on April 10, 2018 (commission file number 001-13873), and incorporated
herein by reference.
(31) Filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended February 22,
2019, as filed with the Commission on April 12, 2019 (commission file number 001-13873), and incorporated
herein by reference.
(32) Filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended February 22,
2019, as filed with the Commission on April 12, 2019 (commission file number 001-13873), and incorporated
herein by reference.
(33) Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Commission on May 7,
2020 (commission file number 001-13873), and incorporated herein by reference.
(34) Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the Commission on May 7,
2020 (commission file number 001-13873), and incorporated herein by reference.
(35) Filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28,
2020, as filed with the Commission on April 27, 2020 (commission file number 001-13873), and incorporated
herein by reference.
(36) Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2020, as filed with the Commission on September 25, 2020 (commission file number 001-13873),
and incorporated herein by reference.
(37) Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Commission on April 19,
2021 (commission file number 001-13873), and incorporated herein by reference.
(38) Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the Commission on April 19,
2021 (commission file number 001-13873), and incorporated herein by reference.
94
(39) Filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the Commission on April 19,
2021 (commission file number 001-13873), and incorporated herein by reference.
(b) Exhibits
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.
Item 16. Form 10-K Summary:
None.
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
Deductions (1)
Other adjustments (2)
Balance as of end of period
________________________
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
9.4 $
8.7 $
11.1
6.2
(7.3)
0.4
8.7 $
7.3
(5.9)
(0.7)
9.4 $
5.5
(8.2)
0.3
8.7
$
(1)
Primarily represents changes in our estimated provision for bad debts and excess of accounts written off over
recoveries.
(2)
Primarily represents currency translation adjustments and $0.5 related to the sale of PolyVision in 2020.
Valuation Allowance for Deferred Income Tax Assets
Balance as of beginning of period
Additions:
Charged to costs and expenses
Deductions and expirations
Other adjustments (1)
Balance as of end of period
________________________
(1)
Primarily represents currency translation adjustments.
Year Ended
February 26,
2021
February 28,
2020
February 22,
2019
$
5.7 $
7.8 $
9.5
0.4
—
0.5
6.6 $
(1.9)
—
(0.2)
5.7 $
1.7
(3.0)
(0.4)
7.8
$
95
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/ ROBIN L. ZONDERVAN
Robin L. Zondervan
Vice President, Corporate Controller &
Chief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Date: April 20, 2021
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 and in the capacities and on the dates indicated:
Signature
/s/ JAMES P. KEANE
James P. Keane
/s/ DAVID C. SYLVESTER
David C. Sylvester
/s/ ROBIN L. ZONDERVAN
Robin L. Zondervan
/s/ SARA E. ARMBRUSTER
Sara E. Armbruster
/s/ LAWRENCE J. BLANFORD
Lawrence J. Blanford
/s/ TIMOTHY C. E. BROWN
Timothy C. E. Brown
/s/ CONNIE K. DUCKWORTH
Connie K. Duckworth
/s/ TODD P. KELSEY
Todd P. Kelsey
/s/ JENNIFER C. NIEMANN
Jennifer C. Niemann
/s/ ROBERT C. PEW III
Robert C. Pew III
/s/ CATHY D. ROSS
Cathy D. Ross
/s/ CATHERINE C. B. SCHMELTER
Catherine C. B. Schmelter
/s/ PETER M. WEGE II
Peter M. Wege II
/s/ LINDA K. WILLIAMS
Linda K. Williams
/s/ KATE PEW WOLTERS
Kate Pew Wolters
Title
President and Chief Executive Officer,
Director (Principal Executive Officer)
Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
Vice President, Corporate Controller & Chief
Accounting Officer (Principal Accounting
Officer)
Executive Vice President, Director
Director
Director
Director
Director
Director
Chair of the Board of Directors, Director
Director
Director
Director
Director
Director
S-1
Date
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
April 20, 2021
DIRECTORS AND EXECUTIVE OFFICERS
Directors
Sara E. Armbruster
Executive Vice President
Steelcase Inc.
Lawrence J. Blanford 1, 4
Retired; formerly President
and Chief Executive Officer,
Green Mountain Coffee Roasters, Inc.
Timothy C. E. Brown 2, 3, 4
Executive Chair,
IDEO LP
Connie K. Duckworth 3, 4, 5
Retired; formerly Partner
and Managing Director,
Goldman, Sachs & Co.
James P. Keane 4
President and
Chief Executive Officer,
Steelcase Inc.
Todd P. Kelsey 1, 2
President and
Chief Executive Officer,
Plexus Corp.
Jennifer C. Niemann 3
President and
Chief Executive Officer,
Forward Space, LLC
Robert C. Pew III 4
Chair of the Board of
Directors, Steelcase Inc.;
Private Investor
Cathy D. Ross 1, 2, 4
Retired; formerly
Executive Vice President
and Chief Financial Officer,
Federal Express Corporation
Catherine C. B. Schmelter 1, 5
Senior Vice President,
Chief Transformation Officer,
TreeHouse Foods, Inc.
Peter M. Wege II 1, 3, 5
President, Moodoos, Inc.
Linda K. Williams 1
Vice President, Global Head
of Go-to-Market Finance,
Google Cloud, Google LLC
Kate Pew Wolters 2, 5
Philanthropist; President,
KRW Foundation
Executive Officers
Guillaume M. Alvarez
Senior Vice President,
EMEA
Sara E. Armbruster
Executive Vice President
Donna K. Flynn
Vice President, Global
Talent Management
Ulrich H. E. Gwinner
President, Asia Pacific
James P. Keane
President and
Chief Executive Officer
Robert G. Krestakos
Vice President,
Global Operations
James N. Ludwig
Vice President, Global Design
and Product Engineering
Lizbeth S. O’Shaughnessy
Senior Vice President,
Chief Administrative Officer,
General Counsel and Secretary
Eddy F. Schmitt
Senior Vice President,
Americas
Allan W. Smith, Jr.
Vice President,
Global Marketing
David C. Sylvester
Senior Vice President,
Chief Financial Officer
Robin L. Zondervan
Vice President, Corporate Controller
and Chief Accounting Officer
1 = Audit Committee
2 = Compensation Committee
3 = Corporate Business Development Committee
4 = Executive Committee
5 = Nominating and Corporate Governance Committee
FY21_SC_Annual_Report_2021May13.indd 7
FY21_SC_Annual_Report_2021May13.indd 7
5/13/21 2:18 PM
5/13/21 2:18 PM
Contact the Steelcase
Board of Directors
To contact our Board of Directors,
write to:
Board of Directors
c/o Lizbeth S. O’Shaughnessy,
Secretary
Steelcase Inc.
P.O. Box 1967
Grand Rapids, MI 49501-1967
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.
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 (888) 783-3522 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:
EQ 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 Ave, 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
P.O. Box 1967
Grand Rapids, MI 49501-1967
Phone: (616) 246-4251
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 Impact 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/discover/
steelcase/sustainability/.
Annual Meeting
The annual meeting of Steelcase
shareholders will be held on
Wednesday, July 14, 2021, at
11 a.m. EDT via a live webcast at
www.virtualshareholdermeeting.com/
scs2021.
FY21_SC_Annual_Report_2021May13.indd 8
FY21_SC_Annual_Report_2021May13.indd 8
5/13/21 2:18 PM
5/13/21 2:18 PM
Call 616.246.4251 or visit Steelcase.com
instagram.com/Steelcase
pinterest.com/Steelcase
linkedin.com/company/Steelcase
facebook.com/Steelcase
twitter.com/Steelcase
youtube.com/SteelcaseTV
©2021 Steelcase Inc. All rights reserved. All specifications subject to change without notice.
Trademarks used herein are the property of Steelcase Inc. or of their respective owners. Printed in U.S.A. FSC certified.
FY21_SC_Annual_Report_2021May13.indd 1
FY21_SC_Annual_Report_2021May13.indd 1
5/13/21 2:18 PM
5/13/21 2:18 PM