10-K 1 scs-20220225.htm 10-K scs-20220225
falseTRUEFY2022February 25, 2022STEELCASE INC000105082510-KFALSETRUEFebruary 251,089.01,063.286.473.350,000,00050,000,000475,000,000475,000,00089,589,11187,594,91389,589,11187,594,913475,000,000475,000,00027,612,88929,171,69727,612,88929,171,6970.53500.37000.5800P10YP40YP3YP15YP5YP8YP3YP15YP3YP10Y552525404049491110101110105524The greatest of the prime rate, the Federal fund effective rate plus 0.5%, and the Eurocurrency rate for a one month interest period plus 1%, plus the applicable margin as set forth in the credit agreement; or the Eurocurrency rate plus the applicable margin as set forth in the credit agreement.A maximum leverage ratio covenant, which is measured by the ratio of (x) indebtedness (as determined under the credit agreement) less excess liquidity (as determined under the credit agreement) to (y) the trailing four quarter Adjusted EBITDA (as determined under the credit agreement) and is required to be no greater than 3:1. (In the context of certain permitted acquisitions, we have a one-time ability, subject to certain conditions, to increase the maximum ratio to 3.25 to 1.0 for four consecutive quarters). A minimum interest coverage ratio covenant, which is measured by the ratio of (y) trailing four quarter Adjusted EBITDA (as determined under the credit agreement) to (z) trailing four quarter interest expense and is required to be no less than 3.5:1. The facility requires us to comply with certain other covenants, including a restriction on the aggregate amount of cash dividend payments and share repurchases in any fiscal year. In general, as long as our leverage ratio is less than 2.50 to 1.0, there is no restriction on cash dividends and share repurchases. If our leverage ratio is between 2.50 to 1.0 and the maximum then permitted, our ability to pay more than $35.0 in cash dividends and share repurchases in aggregate in any fiscal year may be restricted, depending on our liquidity.in compliance with all covenants under the facility in placein compliance with all covenants under the facility in 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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 25, 2022
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 38-0819050
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)
901 44th Street SE
Grand Rapids,Michigan 49508
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (616247-2710
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common StockSCSNew York Stock Exchange
Securities registered pursuant to Section 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 27, 2021 (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 12, 2022, 88,075,177 shares of the registrant’s Class A Common Stock and 24,658,382 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 2022 Annual Meeting of Shareholders, to be held on July 13, 2022, are incorporated by reference in Part III of this Form 10-K.


STEELCASE INC.
FORM 10-K
YEAR ENDED FEBRUARY 25, 2022
TABLE OF CONTENTS
 
  
  
Page No.   
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
S-1


PART I
Item 1.Business:
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, we help people do their best work by creating places that work better. Through our family of brands that include Steelcase®, Designtex®, Coalesse®, AMQ®, Smith System®, Orangebox®, and Viccarbe®, we offer a comprehensive portfolio of furniture and architectural products and services designed to help customers create workplaces that help people reach their full potential at work. 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 11,800 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 organizations around the world 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.
Strategic Priorities
Our strategic priorities align with our purpose and reflect a set of choices which we believe will position us for growth. We are focused on leading the transformation toward hybrid work, where employees shift between working in the office and working remotely over the course of a week. We aim to do this by offering innovative solutions to our customers that support the growing needs for individual privacy, social connection and collaboration in this new era of work. We also aim to deepen our presence in key adjacent growth opportunities, including certain geographic and vertical markets, and to enhance our capabilities to better serve smaller and mid-sized customers. We are focused on creating value by using our business as a force for good, through market-leading performance in our approach to our people, our products and the planet. Our strategic priorities also include profitability initiatives to drive fitness and reallocate resources toward our highest priorities and maintaining a strong balance sheet to support our growth objectives.
Our Offerings
Our brands provide a comprehensive portfolio of furniture and architectural 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 education and healthcare. Our interior architectural products include full and
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partial height walls and free-standing architectural pods. We also offer services designed to enhance the performance of people, space and real estate. These services include workplace strategy consulting, lease origination services and furniture and asset management.
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 by creating exceptional experiences for those who seek to use space as a strategic asset to elevate their performance, reinforce their organizational culture, support the well-being of their people and attract and retain talent. The Steelcase brand's core customers are leading organizations (such as corporations, government entities, schools, colleges and universities and healthcare organizations) 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 Learning, which works with leading educational institutions to create places that enhance the success and well-being of students, educators and administrators.
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 healthcare.
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.
Coalesse
Led by intuition, backed by research and driven by design, Coalesse creates thoughtful furnishings that bring new life to the modern workplace and ancillary settings. 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.
AMQ
AMQ offers high-quality, affordable height-adjustable desking, benching, storage, screens, tables and seating for workstations, collaborative environments and training rooms. AMQ specializes in in-stock furniture that ships in just five business days, for adaptable, quick, modern designs that fit contemporary, active office spaces.
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 and strive to create better learning outcomes – addressing the needs of the student, the demands of the curriculum and the realities of space, maintenance and budget.
Orangebox
Orangebox is a designer and manufacturer of furniture and free-standing architectural pods for the changing workplace with a focus on "Smartworking" solutions: furniture and architecture that fosters collaboration while providing contemporary aesthetics, visual and acoustical privacy and commercial-grade performance.
Viccarbe
Viccarbe offers contemporary furniture for high-performance collaborative and social spaces, including contract, hospitality, retail and outdoor settings.

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Marketing Partnerships
We maintain 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 and West Elm, which are intended to allow us to offer additional products and services to our dealers and customers that 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. 
Reportable Segments
We operate on a global 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 21 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 and architectural products is marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse, AMQ, Smith System, Orangebox and Viccarbe brands.
We serve Americas customers mainly through approximately 390 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, retail 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 6% of the segment’s revenue in 2022, and the five largest independent Steelcase dealers collectively accounted for approximately 18% of the segment’s revenue in 2022.
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 MillerKnoll, Inc., Haworth, Inc. and HNI Corporation.
EMEA Segment
Our EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase, Coalesse, Orangebox and Viccarbe brands, with a comprehensive portfolio of furniture and architectural products. Our largest presence is in Western Europe, where we believe we are among the market leaders in France, Germany, Spain and the United Kingdom ("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 4% of the segment’s revenue in 2022. The five largest Steelcase independent dealers collectively accounted for approximately 12% of the segment’s revenue in 2022. 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.
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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 and architectural 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 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, fixed assets, investments in unconsolidated affiliates and right-of-use assets related to operating leases.
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 25, 2022, our investments in these unconsolidated joint ventures and other equity investments totaled $53.1. Our share of the earnings from joint ventures and other equity investments is recorded in Other income, net in 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 2022, 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 2022, our sales to U.S. federal government agencies represented approximately 2% 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 2022. The five largest independent Steelcase dealers collectively accounted for approximately 13% of our consolidated revenue in 2022. 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 the Czech Republic, France, Germany, Spain and the U.K.) and in Asia (in China, India and Malaysia). 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 which have typically ranged from four 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
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network of integrated suppliers as needed to meet demand. We also purchase finished goods manufactured by third parties predominately on a make-to-order basis.
During 2022, our manufacturing operations were negatively impacted by supply chain disruptions, including lack of availability of certain raw materials and components, labor shortages and shipping delays across long distance supply chains. These challenges had a significant impact on our ability to manufacture and supply products to our customers within historical time frames and increased our logistics and labor costs. We also increased our levels of inventory on hand to mitigate challenges associated with purchasing raw materials and components in a timely manner as a result of these disruptions.
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. We also focus on our reliability which may, at times, require localizing supply chains and enhancing capabilities to deliver complete orders and on-time to our customers.
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 minimize freight and delivery costs and improve service to our dealers and customers.
Materials
Approximately 61% of our cost of sales in 2022 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. 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.
During 2022, the availability of materials was negatively impacted by supply chain disruptions as discussed above. The prices for many of the raw materials, components and finished goods we purchase were affected by significant inflationary pressures during 2022.
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 and architectural 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 $45.4, $48.1 and $50.6 in research, design and development expenses in 2022, 2021 and 2020, 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.
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
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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,” "Designtex," “Coalesse,” "AMQ," “Smith System,” 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.
Human Capital Resources
We aspire to be a people-centered, purpose-driven company where our employees feel like they belong and are proud of their work. At Steelcase, we believe that together we will help to support and build a healthy planet, healthy people and a healthy culture based on integrity and trust. This work is 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.
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 our annual bonus programs, 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 well-being.
Our leaders play a critical role in curating our culture, and we have established a set of leadership pillars and accompanying learning and development activities 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.
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
create a culture of inclusion that promotes curiosity and creativity.
Learning and Development
Learning is how we work and how we lead. We aspire to be a learning organization that builds capabilities for the evolving needs of our business and adapts our culture as a competitive advantage. Developing our talent in
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consistent ways 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
holding frequent and purposeful conversations between employees and leaders that inspire achievement and growth.
Employee Compensation and Benefits
Our compensation and benefits programs are designed to attract, retain and motivate talented employees. Our 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 well-being initiatives. We review pay ranges annually and adjust pay as needed to ensure external competitiveness and internal equity. We also share profits with both salaried and hourly employees through our annual bonus programs. We believe our philosophy helps promote a culture where our employees feel like they are supported and that their contributions are valued.
Employees
As of February 25, 2022, we had approximately 11,800 employees, of which approximately 6,900 work in manufacturing and distribution and approximately 200 are part-time. Additionally, we had approximately 1,100 temporary workers who primarily work in manufacturing. Approximately 40 employees in the U.S. are covered by collective bargaining agreements. Outside of the U.S., approximately 2,800 employees are represented by unions or workers' councils that operate to promote the interests of workers.
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 loss of other potentially responsible parties that are financially capable of contributing toward cleanup costs; and other factors increasing the cost of remediation.

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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, as amended (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 not material, 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 and related impacts have had, and may 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 caused many office workers globally to work from home for extended periods of time over the past two years, which had a significant negative impact on global demand for office furniture and our revenue. In addition, the spread of COVID-19 and related government restrictions over the past two years have had a negative impact on the availability of manufacturing, transportation and logistics labor and our manufacturing and our suppliers' operations. As a result, during 2022, we experienced:
significant inflation in the costs of raw materials and components used in our products, transportation and logistics, and
significant supply chain disruptions, including constraints on the availability of certain raw materials and components on both a short-term and long-term basis, labor shortages and shipping delays.
The impacts of the COVID-19 pandemic have been far-reaching, and while we have seen improvement in demand for our products as people have increasingly returned to the office, the duration and intensity of the impacts of the pandemic on our business, our industry and the global economy may not yet be fully known.
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. 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. 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.
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Failure to respond to changes in workplace trends and the competitive landscape may adversely affect our revenue and profits.
Advances in technology, changing workforce demographics, increased working from home (in particular, due to the impact of the COVID-19 pandemic), shifts in work styles and behaviors and the globalization of business 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 hybrid work, and the demand for products that support individual privacy and focused work,
an increase in demand for products for working from home, including those that enhance remote work experiences,
an increase in demand for residential and lounge products for office settings,
more frequent refreshment of workplace settings,
customer interest in a broader range of price points, quality and warranty coverage, and
shifting demand among product categories.
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 and technology companies, (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 and product portfolio; 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 real estate 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 results of operations 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:
developing offerings to support hybrid work, including enhanced applications to support individual privacy and focused work and partnering with technology companies to create integrated collaborative solutions,
enhancing our capabilities to serve the work-from-home and retail markets,
growing our market share with existing dealers and customers in addition to serving smaller and mid-sized customers and growing our market share in learning and healthcare environments,
realizing the value from acquisitions and investing in new acquisitions and business ventures, and
increasing growth opportunities in our Asia Pacific business, including India and China.
If these strategies to increase our revenues are not sufficient, or if we do not execute these strategies successfully, our global market share and profitability may be adversely affected.
Manufacturing, Supply Chain and Distribution Risk Factors
We are and may continue to be adversely affected by changes in raw material, commodity and other input costs.
We and our suppliers purchase 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.
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During 2022, there was a significant increase in the costs of many of the raw materials used by our suppliers and us, including steel and other commodities, as a result of availability constraints, supply chain disruption, increased demand, labor shortages and other factors.
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. During 2022, we announced three list price increases as a result of the significant inflation, compared to our historical practice of announcing not more than one list price increase per year. 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.
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,
disruptions caused by labor shortages and labor activities,
ocean freight constraints and port congestion, domestic transportation and logistical challenges,
the financial solvency of our suppliers and their supply chains, 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 2022, our suppliers were negatively impacted by disruptions and fluctuations in the availability of raw materials, labor, transportation and logistics. These factors led to significant disruptions and delays in the supply of raw materials, components and finished goods to us, which negatively impacted our order lead times and our ability to deliver products to our customers on time, as well as our costs of procuring such items.
A shortage of qualified and skilled labor has had, and may continue to have, a significant and adverse effect on our business.
We rely on our ability to identify, attract, develop and retain qualified and talented individuals to manufacture and deliver our products to our dealers and customers, and any shortages in the availability of a skilled workforce to support our operations could have an adverse impact on our business, operating results or financial condition. During 2022, there were shortages of qualified labor in certain locations where we have manufacturing and distribution facilities, which resulted in increased wage costs as a result of actions we took to attract and retain qualified talent, including hiring and referral bonus programs.
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 2022, 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.
10

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.
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 would also 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.
In certain cases, our diversification and growth strategies into adjacent markets are driving the need for our dealers to invest in additional resources to support our 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, pandemics, security concerns, including terrorist activity, armed conflict and civil or military unrest and global crises or health issues, and
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.
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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 $242.8 as of February 25, 2022. 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.
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 25, 2022, we had net deferred tax assets of $111.2, and approximately 65% 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 $41.2 and $26.2, respectively, against which valuation allowances totaling $2.4 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.
Costs related to our participation in a multi-employer pension plan could increase.
One of our subsidiaries, 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 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 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 a $11.2 charge related to its estimated future obligations under a withdrawal from the Fund.
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In 2020, SC Transport Inc. withdrew from the Fund, and the Fund issued a final assessment of our withdrawal liability. We appealed the amount of the assessment by the Fund and are 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.
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, the need for system upgrades and support, 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, upgrades, 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.
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. In connection with some of these offerings, we collect and store data belonging to our dealers, 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 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.
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 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 continue to make significant investments to improve product quality, 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.
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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 SupportedNumber of Principal
Locations
OwnedLeased
Americas14 
EMEA
Other category— 
Total21 12 
Item 3.Legal Proceedings:
We are involved in litigation from time to time in the ordinary course of our business. Based on known information, we do not believe we are a party to any lawsuit or proceeding that is likely to have a material adverse effect on the Company.
Item 4.Mine Safety Disclosures:
Not applicable.
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Supplementary Item.    Information About Our Executive Officers:
Our executive officers are:
NameAgePosition
Sara E. Armbruster51President and Chief Executive Officer, Director
Donna K. Flynn54Vice President, Global Talent Management
Robert G. Krestakos60Vice President, Global Operations
Steven D. Miller47Vice President, Chief Technology Officer
Lizbeth S. O’Shaughnessy60Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
Allan W. Smith, Jr.54Senior Vice President, Chief Revenue Officer
David C. Sylvester57Senior Vice President, Chief Financial Officer
Sara E. Armbruster has been President and Chief Executive Officer since October 2021. Ms. Armbruster was Executive Vice President from April 2021 to October 2021, 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.
Robert G. Krestakos has been Vice President, Global Operations since February 2015 and has been employed by Steelcase since 1992.
Steven D. Miller has been Vice President, Chief Technology Officer since October 2021. Mr. Miller was Vice President, Chief Information Officer from February 2018 to October 2021 and Director, Information Technology from July 2012 to February 2018. Mr. Miller 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.
Allan W. Smith, Jr. has been Senior Vice President, Chief Revenue Officer since October 2021. Mr. Smith was Vice President, Global Marketing from September 2013 to October 2021 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.

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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 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 15 to the consolidated financial statements for additional information. As of the close of business on April 12, 2022, we had outstanding 112,733,559 shares of common stock with 4,955 shareholders of record. Of these amounts, 88,075,177 shares are Class A Common Stock with 4,890 shareholders of record and 24,658,382 shares are Class B Common Stock with 65 shareholders of record.
Fourth Quarter Share Repurchases
The following is a summary of share repurchase activity during Q4 2022:
Period(a)
Total Number of
Shares Purchased
(b)
Average Price
Paid per Share
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1)
(d)
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plans
or Programs (1)
(in millions)
11/27/2021 - 12/31/2021102,391 $11.77 99,938 $6.4 
01/01/2022 - 01/28/2022— $— — $6.4 
01/29/2022 - 02/25/20223,328 $12.67 — $6.4 
Total105,719 (2)99,938  
_______________________________________
(1)In January 2016, the Board of Directors approved a share repurchase program, announced on January 19, 2016, permitting the repurchase of up to $150 of shares of our common stock. On June 28, 2021, we entered into a stock repurchase agreement with an independent third party broker under which the broker is authorized to repurchase up to $50 of shares of our common stock on our behalf during the period June 28, 2021 through December 20, 2021, subject to certain price, market and volume constraints specified in the agreement. The agreement was established in accordance with Rule 10b5-1 under the Exchange Act. Shares purchased under the agreement are part of our share repurchase program approved in January 2016.
(2)5,781 shares were repurchased to satisfy participants’ tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan.
Item 6.[Reserved]
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 measures to the most directly comparable GAAP financial measure.
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The non-GAAP financial measures used are: (1) organic revenue growth (decline), which represents the change in revenue excluding the impacts of acquisitions and divestitures, the impact of the additional week in 2020 and estimated currency translation effects; 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
Year Ended
February 25,
2022
February 26,
2021
February 28,
2020
Revenue$2,772.7 100.0 %$2,596.2 100.0 %$3,723.7 100.0 %
Cost of sales2,011.2 72.5 1,822.8 70.2 2,508.5 67.4 
Restructuring costs— — 10.6 0.4 — — 
Gross profit761.5 27.5 762.8 29.4 1,215.2 32.6 
Operating expenses741.4 26.8 684.2 26.4 958.2 25.7 
Goodwill impairment charge— — 17.6 0.6 — — 
Restructuring costs— — 18.0 0.7 — — 
Operating income20.1 0.7 43.0 1.7 257.0 6.9 
Interest expense(25.7)(0.9)(27.1)(1.1)(27.3)(0.7)
Investment income0.6 — 1.4 0.1 5.4 0.1 
Other income, net6.6 0.2 8.6 0.3 10.1 0.3 
Income before income tax expense (benefit)1.6 — 25.9 1.0 245.2 6.6 
Income tax expense (benefit)(2.4)(0.1)(0.2)— 45.5 1.2 
Net income (loss)$4.0 0.1 %$26.1 1.0 %$199.7 5.4 %
Earnings per share:
Basic$0.03 $0.22 $1.67 
Diluted$0.03 $0.22 $1.66 
Organic Revenue Growth (Decline) — ConsolidatedYear Ended
February 25,
2022
February 26,
2021
Prior year revenue$2,596.2 $3,723.7 
Acquisitions44.8 2.2 
Divestitures— (61.5)
Impact of additional week**— (48.4)
Currency translation effects*16.0 23.0 
Prior year revenue, adjusted2,657.0 3,639.0 
Current year revenue2,772.7 2,596.2 
Organic growth (decline) $$115.7 $(1,042.8)
Organic growth (decline) %%(29)%
________________________
* 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.
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Reconciliation of Operating Income to Adjusted Operating IncomeYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Operating income$20.1 0.7 %$43.0 1.7 %$257.0 6.9 %
Add: goodwill impairment charge— — 17.6 0.6 — — 
Add: restructuring costs— — 28.6 1.1 — — 
Adjusted operating income$20.1 0.7 %$89.2 3.4 %$257.0 6.9 %
The current year results of operations are presented in comparison to the prior year within the sections below. For a discussion of the 2021 results of operations in comparison to 2020, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Annual Report on Form 10-K.
Overview
During 2022, demand for our products improved due to a broad recovery in our industry as many customers restarted paused projects and made investments in support of their workplace strategies. Our orders grew 25% compared to the prior year and reflected growth across most geographies. Broad-based supply chain disruptions, including ocean freight constraints and port congestion, domestic transportation and logistical challenges, and labor shortages caused us to extend lead times and impacted our ability to manufacture and complete deliveries to our customers. The order growth and the supply chain disruptions resulted in a backlog of customer orders at the end of 2022 of approximately $787, which was 77% higher than the prior year.
As a result of the supply chain disruptions during the year, we incurred significant inflation, net of pricing benefits, primarily in steel and other commodities, and higher freight and labor costs and inefficiencies, which decreased our gross profit by approximately $106 in 2022 compared to the prior year. During 2022, we announced three list price increases as a result of these impacts to our cost of sales, and we expect these price increases to begin offsetting the current level of inflation in 2023.
We recorded net income of $4.0 and diluted earnings per share of $0.03 in 2022 compared to net income of $26.1 and diluted earnings per share of $0.22 in 2021. 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. Operating income of $20.1 in 2022 represented a decrease of $22.9 compared to the prior year. The decrease was due to higher cost of sales as a percentage of revenue and higher operating expenses as a percentage of revenue, partially offset by the benefits of higher revenue and the impact of the restructuring costs and goodwill impairment charge recorded in the prior year. Excluding the impact of the restructuring costs and the impairment charge, adjusted operating income in 2022 decreased by $69.1 compared to the prior year.
Revenue of $2,772.7 in 2022 represented an increase of $176.5 or 6.8% compared to the prior year. Revenue increased by 3.1% in the Americas, 17.1% in EMEA and 13.9% in the Other category. After adjusting for $16.0 of currency translation effects and $44.8 from acquisitions, the organic revenue growth was $115.7 or 4% compared to the prior year. The organic revenue growth was 1% in the Americas, 15% in EMEA and 12% in the Other category.
Cost of sales as a percentage of revenue increased by 230 basis points to 72.5% of revenue in 2022 compared to 2021. Cost of sales as a percentage of revenue increased by 370 basis points in the Americas, and by 210 basis points in the Other category, while EMEA improved by 210 basis points compared to the prior year. The year-over-year increase was driven by approximately $80 of higher inflation costs, net of pricing benefits, and approximately $26 of higher costs related to labor and logistics inefficiencies as a result of supply chain disruptions, partially offset by approximately $21 of benefits from shifts in business mix and a $8.9 reduction in variable compensation expense.
Operating expenses of $741.4 in 2022 represented an increase of $57.2, or 40 basis points as a percentage of revenue compared to the prior year, which benefited from approximately $41 of lower employee costs as a result of temporary hour and pay reductions. Compared to 2021, operating expenses in 2022 included:
$18.8 of lower variable compensation expense,
approximately $17 of higher marketing, product development and sales expenses,
$15.4 of gains from the sale of land in 2022 (compared to gains of $6.7 from the sale of land in 2021) and
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$14.1 from acquisitions.
Operating expenses increased by $28.8 or 80 basis points as a percentage of revenue in the Americas, increased by $17.0 (but decreased by 140 basis points as a percentage of revenue) in EMEA and increased by $8.9 (but decreased by 80 basis points as a percentage of revenue) in the Other category.
We recorded an income tax benefit of $2.4 in 2022, which included $3.6 of discrete tax benefits. The income tax benefit of $0.2 in 2021 included $11.7 of benefits related to the U.S. Coronavirus Aid, Relief, and Economic Security Act and the non-deductible nature of the goodwill impairment charge. See Note 16 to the consolidated financial statements for additional information.
Interest Expense, Investment Income and Other Income, Net
Interest Expense, Investment Income and Other Income, NetYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Interest expense$(25.7)$(27.1)$(27.3)
Investment income0.6 1.4 5.4 
Other income (expense), net:  
Equity in income of unconsolidated affiliates8.0 9.3 12.3 
Foreign exchange gain (loss)1.1 (2.3)0.3 
Net periodic pension and post-retirement credit (expense), excluding service cost(0.7)(0.3)0.9 
Miscellaneous income (expense), net(1.8)1.9 (3.4)
Total other income, net6.6 8.6 10.1 
Total interest expense, investment income and other income, net$(18.5)$(17.1)$(11.8)
Interest expense in 2022 decreased compared to 2021 due to the impact of interest expense on borrowings under our global credit facility in Q1 2021, which were repaid during Q2 2021. 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 21 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, AMQ, Smith System, Orangebox and Viccarbe brands.
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Statement of Operations Data—
Americas
Year Ended
February 25,
2022
February 26,
2021
February 28,
2020
Revenue$1,905.0 100.0 %$1,848.5 100.0 %$2,672.9 100.0 %
Cost of sales1,394.0 73.2 1,285.1 69.5 1,789.1 66.9 
Restructuring costs— — 10.6 0.6 — — 
Gross profit511.0 26.8 552.8 29.9 883.8 33.1 
Operating expenses466.6 24.5 437.8 23.7 643.8 24.1 
Restructuring costs— — 18.0 1.0 — — 
Operating income$44.4 2.3 %$97.0 5.2 %$240.0 9.0 %

Organic Revenue Growth (Decline) — AmericasYear Ended
February 25,
2022
February 26,
2021
Prior year revenue$1,848.5 $2,672.9 
Acquisitions41.8 2.2 
Impact of additional week**— (42.7)
Currency translation effects*5.2 (0.8)
Prior year revenue, adjusted1,895.5 2,631.6 
Current year revenue1,905.0 1,848.5 
Organic growth (decline) $$9.5 $(783.1)
Organic growth (decline) %%(30)%
________________________
* 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 - AmericasYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Operating income$44.4 2.3 %$97.0 5.2 %$240.0 9.0 %
Add: restructuring costs— — 28.6 1.6 — — 
Adjusted operating income$44.4 2.3 %$125.6 6.8 %$240.0 9.0 %
Operating income in the Americas declined by $52.6 in 2022 compared to the prior year. The decrease was driven by higher cost of sales as a percentage of revenue and higher operating expenses as a percentage of revenue. The 2021 results included $28.6 of restructuring costs. Excluding the impact of the restructuring costs, adjusted operating income in 2022 decreased by $81.2 compared to the prior year.
The Americas revenue represented 68.7% of consolidated revenue in 2022. Revenue of $1,905.0 represented an increase of $56.5 or 3.1% compared to 2021. Order growth of 23% and the supply chain disruptions resulted in a backlog of customer orders at the end of 2022 of approximately $580. After adjusting for $41.8 from acquisitions and $5.2 of currency translation effects, the organic revenue growth in 2022 was $9.5 or 1% compared to the prior year.
Cost of sales as a percentage of revenue increased by 370 basis points to 73.2% of revenue in 2022. The year-over-year increase was driven by approximately $75 of higher inflation costs, net of pricing benefits, and approximately $24 of higher costs related to labor and logistics inefficiencies as a result of supply chain disruptions, partially offset by $12.6 of benefits from shifts in business mix (which included growth from certain product categories that generate higher gross margins) and $7.9 of lower variable compensation expense.
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Operating expenses increased by $28.8, or 80 basis points as a percentage of revenue, in 2022 compared to the prior year, which benefited from approximately $30 of lower employee costs as a result of temporary hour and pay reductions. Compared to 2021, operating expenses in 2022 included:
$15.4 of gains from the sale of land in 2022 (compared to gains of $6.7 from the sale of land in 2021),
$13.7 of lower variable compensation expense,
$11.3 from acquisitions,
approximately $6 of higher marketing, product development and sales expenses and
approximately $4 of higher discretionary spending in other functional areas.
EMEA
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase, Coalesse, Orangebox and Viccarbe brands, with a comprehensive portfolio of furniture, architectural and technology products.
Statement of Operations Data — EMEAYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Revenue$598.5 100.0 %$511.3 100.0 %$669.6 100.0 %
Cost of sales432.6 72.3 380.4 74.4 473.2 70.7 
Gross profit165.9 27.7 130.9 25.6 196.4 29.3 
Operating expenses162.6 27.1 145.6 28.5 186.5 27.8 
Goodwill impairment charge— — 17.6 3.4 — — 
Operating income (loss)$3.3 0.6 %$(32.3)(6.3)%$9.9 1.5 %

Organic Revenue Growth (Decline) — EMEAYear Ended
February 25,
2022
February 26,
2021
Prior year revenue$511.3 $669.6 
Acquisitions3.0 — 
Currency translation effects*7.5 24.3 
Prior year revenue, adjusted521.8 693.9 
Current year revenue598.5 511.3 
Organic growth (decline) $$76.7 $(182.6)
Organic growth (decline) %15 %(26)%
________________________
* 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.
Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) - EMEAYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Operating income (loss)$3.3 0.6 %$(32.3)(6.3)%$9.9 1.5 %
Add: goodwill impairment charge— — 17.6 3.4 — — 
Adjusted operating income (loss)$3.3 0.6 %$(14.7)(2.9)%$9.9 1.5 %
EMEA operating results improved by $35.6 in 2022 compared to the prior year. The increase was driven by higher revenue, lower cost of sales as a percentage of revenue and lower operating expenses as a percentage of revenue. The prior year included a $17.6 goodwill impairment charge related to our Orangebox U.K. reporting unit. Excluding the impact of the goodwill impairment charge, adjusted operating income in 2022 improved by $18.0 compared to the prior year.
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EMEA revenue represented 21.6% of consolidated revenue in 2022. Revenue increased by $87.2 or 17.1% compared to the prior year. The increase was broad-based across most markets, primarily driven by growth in the U.K., including Orangebox, and Iberia. After adjusting for $7.5 of currency translation effects and $3.0 from an acquisition, the organic revenue growth was $76.7 or 15% compared to the prior year.
Cost of sales as a percentage of revenue decreased by 210 basis points to 72.3% in 2022 compared to the prior year. The improvement was driven by the benefits of higher revenue and $9.7 of benefits from shifts in business mix (as the prior year included a higher mix of project business), partially offset by approximately $3 of higher inflation costs, net of pricing benefits.
Operating expenses increased by $17.0 in 2022, but decreased by 140 basis points as a percentage of revenue compared to the prior year, which included approximately $8 of lower employee costs as a result of temporary hour and pay reductions. The remaining increase was driven by approximately $6 of higher marketing, product development and sales expenses, $3 of higher discretionary spending and employee costs in other functional areas and $2.8 from an acquisition, partially offset by $2.8 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 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, the Other category also included PolyVision, which was sold in Q4 2020.
Statement of Operations Data — OtherYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Revenue$269.2 100.0 %$236.4 100.0 %$381.2 100.0 %
Cost of sales184.6 68.6 157.3 66.5 246.2 64.6 
Gross profit84.6 31.4 79.1 33.5 135.0 35.4 
Operating expenses87.8 32.6 78.9 33.4 95.6 25.1 
Operating income (loss)$(3.2)(1.2)%$0.2 0.1 %$39.4 10.3 %
Organic Revenue Growth (Decline) — OtherYear Ended
February 25,
2022
February 26,
2021
Prior year revenue$236.4 $381.2 
Divestitures— (61.5)
Impact of additional week**— (5.7)
Currency translation effects*3.3 (0.5)
Prior year revenue, adjusted239.7 313.5 
Current year revenue269.2 236.4 
Organic growth (decline) $$29.5 $(77.1)
Organic growth (decline) %12 %(25)%
________________________
* 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.
Operating income in the Other category decreased by $3.4 in 2022 compared to the prior year. The decrease was driven by higher cost of sales as a percentage of revenue, partially offset by higher revenue and lower operating expenses as a percentage of revenue.
Revenue in the Other category represented 9.7% of consolidated revenue in 2022. Revenue in 2022 increased by $32.8 or 13.9% compared to the prior year. The increase was driven by all markets except for India.
22

After adjusting for $3.3 of currency translation effects, the organic revenue growth was $29.5 or 12% compared to the prior year.
Cost of sales as a percentage of revenue increased by 210 basis points to 68.6% in 2022 compared to the prior year. The increase was driven by approximately $4 of higher inflation costs, net of pricing benefits, $1.2 of higher freight costs and inefficiencies due to supply chain disruptions, $1.2 of unfavorable shifts in business mix (which included a higher mix of project business) and $0.9 of higher overhead costs, partially offset by the benefits of higher revenue.
Operating expenses increased by $8.9, but decreased by 80 basis points as a percentage of revenue, compared to the prior year. The prior year included approximately $6 of lower employee costs as a result of temporary pay reductions. The current year included approximately $4 of higher marketing, product development and sales expenses, partially offset by $1.3 of lower variable compensation expense.
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 — CorporateYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Operating expenses$24.4 $21.9 $32.3 
Operating expenses increased by $2.5 in 2022 compared to the prior year. The increase was driven by $6.1 of lower COLI income and $2.9 of higher discretionary spending, partially offset by $5.8 of lower deferred compensation expense and $0.9 of lower variable compensation expense compared to the prior year.
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 SourcesFebruary 25,
2022
February 26,
2021
Cash and cash equivalents$200.9 $489.8 
Company-owned life insurance168.0 169.5 
Availability under credit facilities262.0 265.9 
Total liquidity sources available$630.9 $925.2 
As of February 25, 2022, we held a total of $200.9 in cash and cash equivalents. Of that total, 77% was located in the U.S. and the remaining 23%, or $45.8, was located outside of the U.S., primarily in China (including Hong Kong), Mexico, Malaysia, Singapore and the U.K.
COLI investments are recorded at their net cash surrender value. Our investments in COLI policies are intended to be utilized as a long-term funding source for long-term benefit obligations. However, COLI can also be used as a source of liquidity. We believe the financial strength of the issuing insurance companies associated with our COLI policies is sufficient to meet their obligations. See Note 10 to the consolidated financial statements for additional information.
Availability under credit facilities may be reduced related to compliance with applicable covenants. See Liquidity Facilities for more information.
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The following table summarizes our consolidated statements of cash flows:
Cash Flow DataYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Net cash flow provided by (used in):
Operating activities$(102.6)$64.8 $360.8 
Investing activities(65.5)(30.6)4.5 
Financing activities(120.0)(87.8)(81.9)
Effect of exchange rate changes on cash and cash equivalents(0.5)2.1 (1.1)
Net increase (decrease) in cash, cash equivalents and restricted cash(288.6)(51.5)282.3 
Cash, cash equivalents and restricted cash, beginning of period495.6 547.1 264.8 
Cash, cash equivalents and restricted cash, end of period$207.0 $495.6 $547.1 
Cash provided by (used in) operating activities
Cash Flow Data — Operating ActivitiesYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Net income$4.0 $26.1 $199.7 
Depreciation and amortization83.2 85.2 85.6 
Goodwill impairment charge— 17.6 — 
Restructuring costs— 28.6 — 
Changes in accounts receivable, inventories and accounts payable(145.4)79.0 11.8 
Employee compensation liabilities(19.3)(138.7)36.7 
Employee benefit obligations(15.4)(22.6)(3.1)
Other(9.7)(10.4)30.1 
Net cash provided by (used in) operating activities$(102.6)$64.8 $360.8 
In 2022, we used cash in working capital, primarily driven by increased inventory levels in connection with supply chain disruptions and increased accounts receivable due to revenue growth. Annual payments related to accrued variable compensation and retirement plan contributions totaled $50.4 in 2022 compared to $148.0 in 2021.
Cash provided by (used in) investing activities
Cash Flow Data — Investing ActivitiesYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Capital expenditures$(60.5)$(41.3)$(73.4)
Proceeds from disposal of fixed assets17.4 7.4 1.8 
Proceeds from business divestitures, net of costs to sell— — 72.6 
Acquisitions, net of cash acquired(32.6)(3.8)(3.7)
Other10.2 7.1 7.2 
Net cash provided by (used in) investing activities$(65.5)$(30.6)$4.5 
Capital expenditures in 2022 were primarily related to investments in manufacturing operations, product development, information technology and customer-facing facilities. Capital expenditures in 2022 were higher compared to 2021 due to reduced spending in the prior year as a result of the COVID-19 pandemic. We sold land for proceeds of $17.2 in 2022 and $7.1 in 2021. In 2022, we completed the acquisition of Viccarbe using cash of $32.6. See Note 19 to the consolidated financial statements for additional information.
Other investing activities in 2022 included $7.8 of proceeds from COLI policy maturities. Other investing activities in 2021 included $3.3 of additional proceeds from the partial sale of an investment in an unconsolidated affiliate in 2018.
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Cash used in financing activities
Cash Flow Data — Financing ActivitiesYear Ended
February 25,
2022
February 26,
2021
February 28,
2020
Dividends paid$(62.6)$(43.5)$(69.1)
Common stock repurchases(55.2)(42.7)(8.7)
Borrowings on global committed bank facility— 250.0 — 
Repayments on global committed bank facility— (250.0)— 
Other(2.2)(1.6)(4.1)
Net cash used in financing activities$(120.0)$(87.8)$(81.9)
We paid dividends of $0.10 per common share in Q1 2022 and dividends of $0.145 per common share in each of Q2 2022, Q3 2022 and Q4 2022. 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.
In 2021, we borrowed and repaid $250.0 under our global credit facility to provide additional liquidity in light of the uncertainty related to the COVID-19 pandemic.
During 2022 and 2021, we made common stock repurchases of $55.2 and $42.7, respectively, all of which related to our Class A Common Stock. These common stock repurchases included repurchases of Class A Common Stock of $6.0 and $4.0 in 2022 and 2021, 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 25, 2022, we had $6.4 of remaining availability under the $150 share repurchase program approved by our Board of Directors in 2016.
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Liquidity Facilities
Our total liquidity facilities as of February 25, 2022 were as follows:
Liquidity FacilitiesFebruary 25,
2022
Global committed bank facility$250.0 
Other committed bank facility 4.0 
Various uncommitted facilities10.4 
Total credit lines available264.4 
Less: Borrowings outstanding(2.4)
Available capacity$262.0 
We have a $250.0 global committed bank facility in effect through 2025. As of February 25, 2022, 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.
We have a $12.5 committed credit facility related to a subsidiary, which has current availability of $4.0 based on eligible accounts receivable of the subsidiary. As of February 25, 2022, $2.4 was outstanding under the facility.
We have unsecured uncommitted short-term credit facilities with various financial institutions with up to $3.8 of U.S. dollar obligations and up to $6.6 of foreign currency obligations available for working capital purposes as of February 25, 2022. These credit facilities have no stated expiration date but may be changed or canceled by the banks at any time. There were no borrowings outstanding under the uncommitted facilities as of February 25, 2022.
Total consolidated debt as of February 25, 2022 was $482.5. Our debt primarily consists of $444.9 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 25, 2022 of $34.9. 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 25, 2022, our total liquidity, which is comprised of cash and cash equivalents and the cash surrender value of COLI, aggregated to $368.9. 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, including our material cash requirements.
Material Cash Requirements
Our material committed cash requirements are as follows:
Debt: Principal obligations on our debt are $5.1 during 2023 and $477.4 thereafter. Interest obligations on our debt are estimated to be $23.4 during 2023 and approximately $23 in each year thereafter until maturity. See Note 13 to the consolidated financial statements for additional information.
Operating leases: We have commitments related to corporate offices, sales offices, showrooms, manufacturing and distribution facilities, vehicles and equipment under non-cancelable operating leases that expire at various dates through 2035. Minimum payments under our operating lease obligations are estimated to be $51.6 during 2023 and $200.1 thereafter. See Note 18 to the consolidated financial statements for additional information.
Employee benefit and compensation obligations: We have obligations related to contributions and benefit payments expected to be made for post-retirement, pension and defined contribution plans and deferred compensation plans. Our obligations related to post-retirement benefit plans are not contractual, and the plans could be amended at the discretion of our Compensation Committee. Payments related to post-retirement and pension plans are estimated to be $8.6 during 2023 and $61.1 from 2024 through 2032. See Note 14 to the consolidated financial statements for additional information. Our deferred
26

compensation obligations are estimated to be $8.0 during 2023 and $48.5 thereafter. See Note 17 to the consolidated financial statements for additional information.
We also have other planned material usages of cash which we consider discretionary. This includes plans for capital expenditures which are expected to be approximately $70 to $80 in 2023. In addition, we fund dividend payments as and when approved by our Board of Directors. On March 23, 2022, we announced a quarterly dividend on our common stock of $0.145 per share, or approximately $16, to be paid in Q1 2023.
The amounts included above are as of February 25, 2022. Our material cash requirements are subject to fluctuation based on business requirements, economic volatility or investments in strategic initiatives. 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 material cash requirements.
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.
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 2022, we acquired Viccarbe. See Note 19 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 2022, we evaluated goodwill using nine reporting units: the Americas, Red Thread, EMEA, Asia Pacific, Designtex, AMQ, Smith System, Orangebox U.K. and Viccarbe.
During Q4 2022, 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 12%. 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 DCF 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. If we had concluded that it was appropriate to increase the discount rate in our analysis by 100 basis points to estimate the fair value of each reporting unit, the fair value of each of our reporting units would still have exceeded its carrying value. 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. There were no impairment charges recorded for any reporting units in 2022.
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As of February 25, 2022, we had remaining goodwill recorded on our Consolidated Balance Sheet as follows:
Reportable SegmentGoodwill
Americas$207.2 
EMEA24.9 
Other category10.7 
Total$242.8 
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, measuring our expected ability to realize deferred tax assets and evaluating our tax positions.
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. A 1% change in statutory tax rates used to compute our deferred tax assets and liabilities would have increased or decreased our income tax expense in 2022 by approximately $3.
Future tax benefits are recognized to the extent that realization of these benefits is considered more likely than not. As of February 25, 2022, we recorded tax benefits from net operating loss carryforwards of $41.2. We also have recorded valuation allowances totaling $2.4 against these assets, which reduced our recorded tax benefit to $38.8. It is considered more likely than not that a $38.8 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 $26.2 comprised primarily of U.S. foreign tax credits, U.S. general business credits and investment tax credits granted by the Czech Republic. The U.S. foreign tax credit and general business credit carryforward periods are 10 and 20 years, respectively. 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 $18.2 of excess foreign tax credits and $2.9 of general business credits within the allowable carryforward periods. 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 $5.1 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 16 to the consolidated financial statements for additional information.
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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 25, 2022 and February 26, 2021, the fair value of plan assets, benefit plan obligations and funded status of these plans were as follows:
Defined Benefit
Pension Plans
Post-Retirement
Plans
February 25,
2022
February 26,
2021
February 25,
2022
February 26,
2021
Fair value of plan assets$35.2 $33.2 $— $— 
Benefit plan obligations73.7 85.9 34.1 42.7 
Funded status$(38.5)$(52.7)$(34.1)$(42.7)
The post-retirement medical and life insurance plans are unfunded. As of February 25, 2022, approximately 75% 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 $168.0 as of February 25, 2022 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 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. In 2022, the weighted average discount rate used to determine the estimated fair value of our pension plan obligations was increased to 2.5% from 1.7%. The weighted-average discount rate used to determine the estimated fair value of our post-retirement plan obligations was increased to 3.38% from 2.58%. Selecting these discount rates in 2022 resulted in a $5.8 actuarial gain recorded related to our defined benefit plan obligations and a $2.6 actuarial gain recorded related to our post-retirement plan obligations.
Based on consolidated benefit obligations as of February 25, 2022, a one percentage point decline in the discount rate used for benefit plan measurement purposes would have changed the 2022 consolidated benefit obligations by approximately $13. 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 25, 2022, our initial rate of 5.80% 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.
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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 $10.6, respectively, are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.
See Note 14 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,” "target" 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 differ materially from those in the forward-looking statements and 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 raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in this Report and our other filings with the Securities and Exchange Commission. We undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Recently Issued Accounting Standards
See Note 3 to the consolidated financial statements for information regarding recently issued accounting standards.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk:
We are exposed to market risks from foreign currency exchange, interest rates, commodity prices and fixed income and equity prices, which could affect our operating results, financial position and cash flows.
Foreign Currency Exchange Risk
We are exposed to foreign currency exchange rate risk primarily on sales 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 15 and 16 primary currencies in 2022 and 2021, respectively, 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 2022 and in 2021. 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 $8 in 2022 and by approximately $10 in 2021. 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
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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 on the Consolidated Balance Sheets until a sale or substantially complete liquidation of the net investment in the international subsidiary takes place. In certain markets, we could recognize a significant gain or loss related to unrealized cumulative translation adjustments if we were to exit the market and liquidate our net investment. As of February 25, 2022 and February 26, 2021, the cumulative net currency translation adjustments reduced shareholders’ equity by $49.4 and $26.1, 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 2022, net foreign currency exchange gains were $1.1 and in 2021, net foreign currency exchange losses were $2.3.
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 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 $34.9 and $37.5 as of February 25, 2022 and February 26, 2021, respectively. The 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 $1 in 2022 and by less than $2 in 2021, primarily as a result of higher interest income on our cash equivalents and borrowings. 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.
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 increased by approximately $127 during 2022 and decreased by approximately $8 in 2021. The increase in commodity costs during 2022 was driven primarily by higher steel and other commodity costs, which reflected rising costs during each quarter of the year. The decrease in commodity costs during 2021 was driven primarily by lower steel and plastic costs. We estimate that an additional 1% increase in commodity prices, assuming no offsetting benefit of price increases, would have decreased our operating income by approximately $13 in 2022 and approximately $11 in 2021. This quantitative measure has inherent limitations given the likelihood of implementing pricing actions to offset significant increases in commodity prices.


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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 $59.4 as of February 25, 2022. Our variable life COLI policies were allocated at approximately 50% fixed income and 50% equity investments as of February 25, 2022.
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 2022 and 2021. 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.
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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 25, 2022.
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.

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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 25, 2022, 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 25, 2022, 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 25, 2022, of the Company and our report dated April 15, 2022, 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 15, 2022
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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 25, 2022 and February 26, 2021, the related consolidated statements of income, comprehensive income (loss), changes in shareholders' equity, and cash flows, for each of the three years in the period ended February 25, 2022, 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 25, 2022 and February 26, 2021, and the results of its operations and its cash flows for each of the three years in the period ended February 25, 2022, 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 25, 2022, 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 15, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
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 Reporting Unit – 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 discounted cash flow model 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. Based on the results of the Company’s annual goodwill impairment evaluation, the Company concluded that no goodwill impairment existed for the year ended February 25, 2022. The consolidated goodwill balance was $242.8 million as of February 25, 2022, of which $31.5 million was allocated to the AMQ Reporting Unit (“AMQ”).
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We identified goodwill for AMQ as a critical audit matter because of the significant judgments made by management to estimate the fair value of AMQ given the sensitivity of operating changes on future cash flows for this reporting unit. 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 forecasted revenue growth rates and expected operating margins and the selection of the discount rate.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to forecasted revenue growth rates, expected operating margins and the selection of the discount rate used by management to estimate the fair value of AMQ included the following, among others:
We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of AMQ, such as controls related to forecasted revenue growth rates and expected operating margins and the selection of the discount rate.
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 and industry reports.
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:
Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.
Developing a range of independent estimates and comparing those to the discount rate selected by management.
/s/    Deloitte & Touche LLP
Grand Rapids, Michigan
April 15, 2022

We have served as the Company's auditor since 2009.
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STEELCASE INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
Year Ended
February 25,
2022
February 26,
2021
February 28,
2020
Revenue$2,772.7 $2,596.2 $3,723.7 
Cost of sales2,011.2 1,822.8 2,508.5 
Restructuring costs— 10.6 — 
Gross profit761.5 762.8 1,215.2 
Operating expenses741.4 684.2 958.2 
Goodwill impairment charge 17.6  
Restructuring costs 18.0  
Operating income20.1 43.0 257.0 
Interest expense(25.7)(27.1)(27.3)
Investment income0.6 1.4 5.4 
Other income, net6.6 8.6 10.1 
Income before income tax expense (benefit)1.6 25.9 245.2 
Income tax expense (benefit)(2.4)(0.2)45.5 
Net income$4.0 $26.1 $199.7 
Earnings per share:
Basic$0.03 $0.22 $