Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended November 25, 201624, 2017
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to
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.Employer Identification No.)
901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
 
49508
(Zip Code) 

(616) 247-2710
(Registrant’sRegistrant's telephone number, including area code) (616) 247-2710
None
(Former name, former address and former fiscal year, if changed since last report)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
    
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by a 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.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
As of December 19, 2016,18, 2017, Steelcase Inc. had 85,897,80385,669,629 shares of Class A Common Stock and 31,421,12130,466,915 shares of Class B Common Stock outstanding.
 

STEELCASE INC.
FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED November 25, 201624, 2017

INDEX

  Page No. 
   
 
 
 
 
 
   


PART I. FINANCIAL INFORMATION

Item 1.Financial Statements:

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)

Three Months EndedNine Months EndedThree Months EndedNine Months Ended
November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue$786.5
 $787.6
 $2,263.3
 $2,312.1
$772.1
 $786.5
 $2,282.8
 $2,263.3
Cost of sales524.6
 531.6
 1,504.3
 1,564.5
520.3
 524.6
 1,529.8
 1,504.3
Restructuring costs
 2.5
 4.2
 10.7

 
 
 4.2
Gross profit261.9
 253.5
 754.8
 736.9
251.8
 261.9
 753.0
 754.8
Operating expenses207.5
 197.8
 604.5
 582.6
213.3
 207.5
 630.4
 604.5
Restructuring costs (benefits)(0.2) 0.5
 0.5
 5.5

 (0.2) 
 0.5
Operating income54.6
 55.2
 149.8
 148.8
38.5
 54.6
 122.6
 149.8
Interest expense(4.3) (4.5) (12.9) (13.2)(4.3) (4.3) (13.0) (12.9)
Investment income0.4
 0.4
 1.2
 1.3
0.3
 0.4
 1.1
 1.2
Other income, net4.1
 3.6
 8.0
 7.8
3.2
 4.1
 6.1
 8.0
Income before income tax expense54.8
 54.7
 146.1
 144.7
37.7
 54.8
 116.8
 146.1
Income tax expense13.6
 19.1
 47.3
 51.9
12.0
 13.6
 36.1
 47.3
Net income$41.2
 $35.6
 $98.8
 $92.8
$25.7
 $41.2
 $80.7
 $98.8
Earnings per share: 
  
  
  
 
  
  
  
Basic$0.34
 $0.29
 $0.82
 $0.74
$0.22
 $0.34
 $0.68
 $0.82
Diluted$0.34
 $0.28
 $0.81
 $0.74
$0.22
 $0.34
 $0.67
 $0.81
Dividends declared and paid per common share$0.1200
 $0.1125
 $0.3600
 $0.3375
$0.1275
 $0.1200
 $0.3825
 $0.3600
    

See accompanying notes to the condensed consolidated financial statements.

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in millions)

Three Months EndedNine Months EndedThree Months EndedNine Months Ended
November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Net income$41.2
 $35.6
 $98.8
 $92.8
$25.7
 $41.2
 $80.7
 $98.8
Other comprehensive income (loss), net:              
Unrealized gain (loss) on investments(0.5) (0.5) (0.6) (0.7)
 (0.5) 0.3
 (0.6)
Pension and other post-retirement liability adjustments(0.7) (1.1) (3.2) (3.4)(2.0) (0.7) (0.5) (3.2)
Foreign currency translation adjustments(18.5) (5.7) (15.2) (12.5)6.3
 (18.5) 26.6
 (15.2)
Total other comprehensive income (loss), net(19.7) (7.3) (19.0) (16.6)4.3
 (19.7) 26.4
 (19.0)
Comprehensive income$21.5
 $28.3
 79.8
 76.2
$30.0
 $21.5
 107.1
 79.8

See accompanying notes to the condensed consolidated financial statements.


STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited) (Unaudited) 
November 25,
2016
February 26,
2016
November 24,
2017
February 24,
2017
ASSETS
Current assets: 
  
 
  
Cash and cash equivalents$139.1
 $181.9
$244.1
 $197.1
Short-term investments96.7
 84.1

 73.4
Accounts receivable, net of allowances of $11.3 and $11.7328.1
 322.7
Accounts receivable, net of allowances of $11.7 and $11.2347.5
 307.6
Inventories172.6
 159.4
186.3
 163.1
Prepaid expenses17.5
 19.6
21.5
 19.1
Other current assets48.8
 56.2
47.7
 58.9
Total current assets802.8
 823.9
847.1
 819.2
Property, plant and equipment, net of accumulated depreciation of $958.6 and $936.8401.3
 411.6
Property, plant and equipment, net of accumulated depreciation of $1,011.0 and $959.6430.4
 408.1
Company-owned life insurance ("COLI")166.2
 160.4
170.5
 168.8
Deferred income taxes205.2
 211.6
192.8
 179.6
Goodwill106.5
 106.4
107.0
 106.7
Other intangible assets, net of accumulated amortization of $42.7 and $42.713.2
 13.7
Other intangible assets, net of accumulated amortization of $44.4 and $43.216.3
 16.8
Investments in unconsolidated affiliates50.7
 51.0
53.7
 50.5
Other assets27.2
 30.0
30.7
 42.3
Total assets$1,773.1
 $1,808.6
$1,848.5
 $1,792.0
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities: 
  
 
  
Accounts payable$222.3
 $209.6
$247.1
 $216.8
Short-term borrowings and current maturities of long-term debt2.8
 2.5
2.8
 2.8
Accrued expenses: 
  
 
  
Employee compensation124.1
 169.9
114.5
 154.3
Employee benefit plan obligations32.2
 36.5
29.9
 35.0
Accrued promotions26.6
 21.7
29.6
 19.0
Customer deposits19.3
 18.6
20.2
 15.9
Product warranties21.4
 20.5
17.6
 20.4
Other71.3
 78.2
74.0
 59.2
Total current liabilities520.0
 557.5
535.7
 523.4
Long-term liabilities: 
  
 
  
Long-term debt less current maturities294.5
 296.6
292.8
 294.6
Employee benefit plan obligations143.3
 142.5
138.9
 134.3
Other long-term liabilities71.4
 75.1
67.8
 73.2
Total long-term liabilities509.2
 514.2
499.5
 502.1
Total liabilities1,029.2
 1,071.7
1,035.2
 1,025.5
Shareholders’ equity: 
  
 
  
Common stock
 

 
Additional paid-in capital
 
3.5
 
Accumulated other comprehensive loss(58.6) (39.6)(24.2) (50.6)
Retained earnings802.5
 776.5
834.0
 817.1
Total shareholders’ equity743.9
 736.9
813.3
 766.5
Total liabilities and shareholders’ equity$1,773.1
 $1,808.6
$1,848.5
 $1,792.0
See accompanying notes to the condensed consolidated financial statements.

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

Nine Months EndedNine Months Ended
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
OPERATING ACTIVITIES 
  
 
  
Net income$98.8
 $92.8
$80.7
 $98.8
Depreciation and amortization44.7
 49.4
47.7
 44.7
Deferred income taxes5.2
 2.8
(6.3) 5.2
Non-cash stock compensation16.6
 17.4
15.5
 16.6
Equity in income of unconsolidated affiliates(7.3) (11.1)(10.4) (7.3)
Dividends received from unconsolidated affiliates7.4
 9.3
7.5
 7.4
Other(6.4) (5.8)(7.5) (6.4)
Changes in operating assets and liabilities, net of acquisitions: 
  
Changes in operating assets and liabilities: 
  
Accounts receivable(10.2) (24.9)(35.8) (10.2)
Inventories(14.8) (15.5)(22.4) (14.8)
Assets related to derivative instruments(3.2) 22.5
VAT recoverable19.3
 (20.8)8.2
 19.3
Other assets(9.6) (0.7)15.5
 (12.8)
Accounts payable15.1
 17.9
26.1
 15.1
Employee compensation liabilities(41.5) (16.6)(44.2) (41.5)
Employee benefit obligations(8.3) (5.6)(6.2) (8.3)
Accrued expenses and other liabilities(1.8) 19.4
26.7
 (1.8)
Net cash provided by operating activities104.0
 130.5
95.1
 104.0
INVESTING ACTIVITIES 
  
 
  
Capital expenditures(40.4) (70.0)(58.3) (40.4)
Proceeds from disposal of fixed assets0.4
 4.8
Purchases of short-term investments(94.3) (96.9)
Liquidations of short-term investments82.6
 49.6
Acquisitions, net of cash acquired
 (6.9)
Purchases of investments(52.1) (94.3)
Liquidations of investments125.6
 82.6
Other1.2
 0.1
15.3
 1.6
Net cash used in investing activities(50.5) (119.3)
Net cash provided by (used in) investing activities30.5
 (50.5)
FINANCING ACTIVITIES 
  
 
  
Dividends paid(44.1) (43.1)(45.9) (44.1)
Common stock repurchases(48.3) (14.3)(33.4) (48.3)
Excess tax benefit from vesting of stock awards(0.1) 5.3

 (0.1)
Borrowing of long-term debt
 50.0
Repayment of long-term debt(1.6) (33.6)(2.0) (1.6)
Borrowing of line of credit
 1.1
Net cash used in financing activities(94.1)
(34.6)(81.3)
(94.1)
Effect of exchange rate changes on cash and cash equivalents(2.2) (2.8)2.7
 (2.2)
Net decrease in cash and cash equivalents(42.8) (26.2)
Net increase (decrease) in cash and cash equivalents47.0
 (42.8)
Cash and cash equivalents, beginning of period181.9
 176.5
197.1
 181.9
Cash and cash equivalents, end of period$139.1
 $150.3
$244.1
 $139.1

See accompanying notes to the condensed consolidated financial statements.


STEELCASE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions in Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Results for interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended February 26, 201624, 2017 (“Form 10-K”). The Condensed Consolidated Balance Sheet as of February 26, 201624, 2017 was derived from the audited Consolidated Balance Sheet included in our Form 10-K.
As used in this Quarterly Report on Form 10-Q (“Report”), unless otherwise expressly stated or the context otherwise requires, all references to “Steelcase,” “we,” “our,” “Company” and similar references are to Steelcase Inc. and its subsidiaries in which a controlling interest is maintained. Unless the context otherwise indicates, reference to a year relates to the fiscal year, ended in February of the year indicated, rather than a calendar year. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third and fourth quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share data, data presented as a percentage or as otherwise indicated.
2.
NEW ACCOUNTING STANDARDS
In November 2016 and August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards UpdatesUpdate ("ASU") No. 2016-18 and No. 2016-15,2017-07, Statement of Cash FlowsCompensation - Retirement Benefits (Topic 230)715), which updateto improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The amended guidance asrequires that an employer disaggregate the service cost component from the other components of net benefit cost, provides explicit guidance on how to how restricted cash, certain cash receiptspresent the service cost component and certain cash payments shouldthe other components of net benefit cost in the income statement, and allows only the service cost component of net benefit cost to be presented and classified.eligible for capitalization. The updates are intended to reduce diversity in practice. The amendments areamended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early2017. Early adoption is permitted including adoption in anwithin the first interim period.period of a fiscal year. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.
In October 2016, FASB issued Accounting Standards Update ASU No. 2016-16, Income Taxes (Topic 740). The update is intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. We planIn Q1 2018, we chose to early adopt this accounting guidance, in Q1 2018. The updated guidance willwhich did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted for the fiscal years, and interim periods within those fiscal years, beginning December 15, 2018. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), which is part of the FASB Simplification Initiative. The updated guidance simplifies several aspects of the accounting for share-based payment transactions. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. We are currently evaluatingadopted this guidance in Q1 2018 and, as a result, the impactincome tax effects of our share-based compensation awards, which aggregated $0.7, were recognized as a component of Income tax expense on our Consolidated Statement of Income for the adoptionnine months ended November 24, 2017 instead of a component of Additional paid-in capital on our Consolidated Balance Sheet as of November 24, 2017. The remaining requirements of this standardnew accounting guidance did not have a material impact on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We expect the adoption of this guidance will result in an increase in the assets and liabilities on our Consolidated Balance Sheets, and we are currently evaluating the impact of the adoptionextent of this standard on our consolidated financial statements.increase.

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), which updates the recognition and measurement of financial assets and financial liabilities. The updated guidance changes the accounting and disclosure of equity investments (except those that are consolidated or accounted for under the equity method). The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which establishes a new standard on revenue recognition. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for fiscal years beginning after December 15, 2016. We are currentlyin the process of evaluating the impact that will result from adoption of the adoptionnew standard, but based on analysis performed as of this standardNovember 24, 2017, we do not anticipate a significant impact on our consolidated financial statements. We currently plan to apply the new standard using the modified retrospective method beginning in 2019.
3.EARNINGS PER SHARE
Earnings per share is computed using the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent restricted stock units in which the participants have non-forfeitable rights to dividend equivalents during the performance period. Diluted earnings per share includes the effects of certain performance units in which the participants have forfeitable rights to dividend equivalents during the performance period.
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Computation of Earnings per ShareNovember 25,
2016
 November 27,
2015
November 25,
2016
 November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Net income$41.2
 $35.6
 $98.8
 $92.8
$25.7
 $41.2
 $80.7
 $98.8
Adjustment for earnings attributable to participating securities(0.8) (0.7) (1.9) (1.9)(0.6) (0.8) (1.6) (1.9)
Net income used in calculating earnings per share$40.4
 $34.9
 $96.9
 $90.9
$25.1
 $40.4
 $79.1
 $96.9
Weighted-average common shares outstanding including participating securities (in millions)120.4
 124.8
 121.1
 124.7
118.4
 120.4
 119.4
 121.1
Adjustment for participating securities (in millions)(2.4) (2.6) (2.4) (2.6)(2.4) (2.4) (2.3) (2.4)
Shares used in calculating basic earnings per share (in millions)118.0
 122.2
 118.7
 122.1
116.0
 118.0
 117.1
 118.7
Effect of dilutive stock-based compensation (in millions)0.4
 1.2
 0.5
 1.3
0.2
 0.4
 0.2
 0.5
Shares used in calculating diluted earnings per share (in millions)118.4
 123.4
 119.2
 123.4
116.2
 118.4
 117.3
 119.2
Earnings per share: 
  
  
  
 
  
  
  
Basic$0.34
 $0.29
 $0.82
 $0.74
$0.22
 $0.34
 $0.68
 $0.82
Diluted$0.34
 $0.28
 $0.81
 $0.74
$0.22
 $0.34
 $0.67
 $0.81
Total common shares outstanding at period end (in millions)117.3
 122.4
 117.3
 122.4
116.1
 117.3
 116.1
 117.3
              
Anti-dilutive performance units excluded from computation of diluted earnings per share (in millions)0.3
 
 0.3
 
Anti-dilutive performance units excluded from the computation of diluted earnings per share (in millions)0.5
 0.3
 0.5
 0.3

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended November 25, 201624, 2017:
Unrealized gain (loss) on investmentsPension and other post-retirement liability adjustmentsForeign currency translation adjustmentsTotalUnrealized gain (loss) on investmentsPension and other post-retirement liability adjustmentsForeign currency translation adjustmentsTotal
Balance as of August 26, 2016$0.5
 $8.2
 $(47.6) $(38.9) 
Balance as of August 25, 2017$
 $14.5
 $(43.0) $(28.5) 
Other comprehensive income (loss) before reclassifications(0.5) 0.8
 (18.5) (18.2) 
 (0.5) 6.3
 5.8
 
Amounts reclassified from accumulated other comprehensive income (loss)
 (1.5) 
 (1.5) 
 (1.5) 
 (1.5) 
Net current period other comprehensive income (loss)(0.5) (0.7) (18.5) (19.7) 
 (2.0) 6.3
 4.3
 
Balance as of November 25, 2016$
 $7.5
 $(66.1) $(58.6) 
Balance as of November 24, 2017$
 $12.5
 $(36.7) $(24.2) 
The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the nine months ended November 25, 2016:24, 2017:
Unrealized gain (loss) on investmentsPension and other post-retirement liability adjustmentsForeign currency translation adjustmentsTotalUnrealized gain (loss) on investmentsPension and other post-retirement liability adjustmentsForeign currency translation adjustmentsTotal
Balance as of February 26, 2016$0.6
 $10.7
 $(50.9) $(39.6) 
Balance as of February 24, 2017$(0.3) $13.0
 $(63.3) $(50.6) 
Other comprehensive income (loss) before reclassifications(0.6) 1.0
 (15.2) (14.8) 0.3
 (0.7) 26.6
 26.2
 
Amounts reclassified from accumulated other comprehensive income (loss)
 (4.2) 
 (4.2) 
 0.2
 
 0.2
 
Net current period other comprehensive income (loss)(0.6) (3.2) (15.2) (19.0) 0.3
 (0.5) 26.6
 26.4
 
Balance as of November 25, 2016$
 $7.5
 $(66.1) $(58.6) 
Balance as of November 24, 2017$
 $12.5
 $(36.7) $(24.2) 
The following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended November 25, 201624, 2017 and November 27, 2015:25, 2016:
Detail of Accumulated Other
Comprehensive Income (Loss) Components
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)Affected Line in the Condensed Consolidated Statements of IncomeAmounts Reclassified from Accumulated Other Comprehensive Income (Loss)Affected Line in the Condensed Consolidated Statements of Income
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
November 25,
2016
November 27,
2015
November 25, 2016November 27, 2015November 24,
2017
November 25,
2016
November 24, 2017November 25, 2016
Amortization of pension and other post-retirement liability adjustments                
Actuarial losses (gains)(0.1) 0.1
 (0.2) 0.2
 Cost of sales(0.4) (0.1) (1.3) (0.2) Cost of sales
Actuarial losses (gains)
 0.2
 0.1
 0.6
 Operating expenses(0.3) 
 (1.1) 0.1
 Operating expenses
Prior service cost (credit)(1.0) (1.1) (3.0) (3.2) Cost of sales(0.8) (1.0) (2.4) (3.0) Cost of sales
Prior service cost (credit)(1.2) (1.2) (3.5) (3.7) Operating expenses(1.0) (1.2) (2.9) (3.5) Operating expenses
Settlements - Actuarial losses (gains)
 
 3.9
 
 Cost of sales
Settlements - Actuarial losses (gains)
 
 3.2
 
 Operating expenses
0.8
 0.7
 2.4
 2.3
 Income tax expense1.0
 0.8
 0.8
 2.4
 Income tax expense
Total reclassifications$(1.5) $(1.3) $(4.2) $(3.8) Net income$(1.5) $(1.5) $0.2
 $(4.2) Net income

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5.FAIR VALUE
The carrying amounts for many of our financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts and notes payable, short-term borrowings and certain other liabilities, approximate their fair value due to their relatively short maturities. Our short-term investments, foreign exchange forward contracts and long-term investments are measured at fair value on the Condensed Consolidated Balance Sheets.
Our total debt is carried at cost and was $297.3295.6 and $299.1297.4 as of November 25, 201624, 2017 and February 26, 201624, 2017, respectively. The fair value of our total debt is measured using a discounted cash flow analysis based on current market interest rates for similar types of instruments and was approximately $332$325 and $326330 as of November 25, 201624, 2017 and February 26, 201624, 2017, respectively. The estimation of the fair value of our total debt is based on Level 2 fair value measurements.
We periodically use derivative financial instruments to manage exposures to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies the exposure of these risks with the intention to reduce our risk of short-term volatility. We do not use derivatives for speculative or trading purposes.

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Assets and liabilities measured at fair value in our Consolidated Balance Sheets as of November 25, 201624, 2017 and February 26, 201624, 2017 are summarized below:
November 25, 2016November 24, 2017
Fair Value of Financial InstrumentsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets: 
  
  
  
 
  
  
  
Cash and cash equivalents$139.1
 $
 $
 $139.1
$244.1
 $
 $
 $244.1
Restricted cash2.5
 
 
 2.5
2.5
 
 
 2.5
Managed investment portfolio and other investments       
Corporate debt securities
 63.4
 
 63.4
U.S. agency debt securities
 21.0
 
 21.0
Asset backed securities
 8.8
 
 8.8
U.S. government debt securities2.2
 
 
 2.2
Municipal debt securities
 1.3
 
 1.3
Foreign exchange forward contracts
 5.0
 
 5.0

 0.9
 
 0.9
Auction rate securities
 
 3.7
 3.7

 
 3.9
 3.9
Canadian asset-backed commercial paper restructuring notes
 2.4
 
 2.4
$143.8
 $101.9
 $3.7
 $249.4
$246.6
 $0.9
 $3.9
 $251.4
Liabilities       
Liabilities:       
Foreign exchange forward contracts
 (2.3) 
 (2.3)
 (1.6) 
 (1.6)
$
 $(2.3) $
 $(2.3)$
 $(1.6) $
 $(1.6)
              
              
              
February 26, 2016February 24, 2017
Fair Value of Financial InstrumentsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets: 
  
  
  
 
  
  
  
Cash and cash equivalents$181.9
 $
 $
 $181.9
$197.1
 $
 $
 $197.1
Restricted cash2.5
 
 
 2.5
2.5
 
 
 2.5
Managed investment portfolio and other investments              
Corporate debt securities
 31.7
 
 31.7

 33.6
 
 33.6
U.S. agency debt securities
 34.7
 
 34.7

 18.6
 
 18.6
Asset backed securities
 9.2
 
 9.2

 3.7
 
 3.7
U.S. government debt securities8.2
 
 
 8.2
2.4
 
 
 2.4
Municipal debt securities
 0.3
 
 0.3

 15.1
 
 15.1
Foreign exchange forward contracts
 1.8
 
 1.8

 3.5
 
 3.5
Auction rate securities
 
 4.4
 4.4

 
 3.5
 3.5
Canadian asset-backed commercial paper restructuring notes
 3.1
 
 3.1
$192.6
 $80.8
 $4.4
 $277.8
$202.0
 $74.5
 $3.5
 $280.0
Liabilities 
  
  
  
Liabilities: 
  
  
  
Foreign exchange forward contracts$
 $(3.3) $
 $(3.3)$
 $(0.9) $
 $(0.9)
$
 $(3.3) $
 $(3.3)$
 $(0.9) $
 $(0.9)


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Below is a roll-forward of assets and liabilities measured at fair value using Level 3 inputs for the nine months ended November 25, 201624, 2017:
Roll-Forward of Fair Value Using Level 3 InputsAuction Rate Securities
Balance as of February 26, 2016$4.4
Unrealized loss on investments(0.7)
Balance as of November 25, 2016$3.7
Roll-Forward of Fair Value Using Level 3 InputsAuction Rate Securities
Balance as of February 24, 2017$3.5
Unrealized gain on investments0.4
Balance as of November 24, 2017$3.9
6.INVENTORIES
InventoriesNovember 25,
2016
February 26,
2016
November 24,
2017
February 24,
2017
Raw materials and work-in-process$77.1
 $80.4
$87.8
 $79.6
Finished goods114.2
 96.9
117.4
 101.7
191.3
 177.3
205.2
 181.3
Revaluation to LIFO18.7
 17.9
18.9
 18.2
$172.6
 $159.4
$186.3
 $163.1
The portion of inventories determined by the LIFO method was $78.384.5 and $76.3$77.9 as of November 25, 201624, 2017 and February 26, 201624, 2017, respectively.
7.SHORT-TERM BORROWINGS AND LONG-TERM DEBT
On September 23, 2016 we entered into a $125 committed five-year unsecured revolving syndicated credit facility (“New Facility”). The New Facility amends and restates our previous unsecured revolving syndicated credit facility (“Old Facility”) that was scheduled to expire in March 2017. At our option, and subject to certain conditions, we may increase the aggregate commitment under the New Facility by up to $75 by obtaining at least one commitment from one of the lenders. There are currently no borrowings outstanding under the New Facility.
We can use borrowings under the New Facility for general corporate purposes, including friendly acquisitions. Interest on borrowings is based on the rate, as selected by us, between the following two options:
the greatest of the prime rate, the Federal fund effective rate plus 0.5%, and the Eurocurrency rate for a one month interest period plus 1%, plus the applicable margin as set forth in the credit agreement; or
the Eurocurrency rate plus the applicable margin as set forth in the credit agreement.
The New Facility requires us to satisfy two financial covenants:
A maximum leverage ratio covenant, which is measured by the ratio of (x) indebtedness (as determined under the credit agreement) less unrestricted cash (as determined under the credit agreement) to (y) 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 (x) trailing four quarter Adjusted EBITDA (as determined under the credit agreement) to (y) trailing four quarter interest expense and is required to be no less than 3.5:1.
The New Facility does not include any restrictions on cash dividend payments or share repurchases. As of November 25, 2016, we were in compliance with all covenants under the New Facility.


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8.INCOME TAXES
A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:
 Unrecognized Tax BenefitsNine Months Ended November 25, 2016
 
 Balance as of beginning of period$8.6
 
 Gross increases—tax positions in prior period
 
 Gross decreases—tax positions in prior period(5.7) 
 Gross increases—tax positions in current period
 
 Currency translation adjustment
 
 Balance as of end of period$2.9
 
During Q3 2017, French tax authorities concluded an audit of the 2011, 2012 and 2013 tax years. As a result, we reduced unrecognized tax benefits by $5.7 and recognized a tax benefit of $5.7.

9.SHARE-BASED COMPENSATION
Performance Units
In Q1During the nine months ended November 24, 2017, we awarded 189,800154,500 performance units ("PSUs") to our executive officers. The PSUs awarded are earned after a three-year performance period, from 20172018 through 2019,2020, based on achievement of certain total shareholder return results relative to a comparison group of companies, which is a market condition, and, if earned, will be issued in the form of shares of Class A Common Stock. The number of shares that may be earned can range from 0% to 200% of the target amount; therefore, the maximum number of shares that can be issued under these awards is 379,600309,000. These PSUs are expensed and recorded in Additional paid-in capital on the Condensed Consolidated Balance Sheets over the performance period. We used the Monte Carlo simulation model to calculate the fair value of these PSUs on the date of grant. The model resulted in a weighted average grant date fair value of $16.3321.77 per unit for these PSUs, compared to $24.1516.33 and $23.2524.15 per unit for similar PSUs granted in 20162017 and 2015,2016, respectively.
The weighted average grant date fair values were determined using the following assumptions:
2017 Awards2016 Awards2015 Awards2018 Awards2017 Awards2016 Awards
Three-year risk-free interest rate (1)0.9%0.8%0.7%1.4%0.9%0.8%
Expected term3 years
3 years
3 years
3 years
3 years
3 years
Estimated volatility (2)31.2%29.4%42.2%31.8%31.2%29.4%

(1)Based on the U.S. government bond benchmark on the grant date.
(2)Represents the historical price volatility of the Company’s common stock for the three-year period preceding the grant date.

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The total PSU expense and associated tax benefit for all outstanding awards for the three and nine months ended November 25, 201624, 2017 and November 27, 201525, 2016 are as follows:
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Performance UnitsNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Expense$1.5
 $0.6
 $4.7
 $6.0
 $1.3
 $1.5
 $3.8
 $4.7
Tax benefit0.5
 0.3
 1.7
 2.2
 0.5
 0.5
 1.4
 1.7
As of November 25, 201624, 2017, there was $5.33.0 of remaining unrecognized compensation cost related to nonvested PSUs, which is expected to be recognized over a remaining weighted-average period of 1.51.6 years.

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The PSU activity for the nine months ended November 25, 201624, 2017 is as follows:
Maximum Number of Shares That May Be Issued Under Nonvested UnitsTotal
Weighted-Average
Grant Date
Fair Value per Unit
Total
Weighted-Average
Grant Date
Fair Value per Unit
Nonvested as of February 26, 20161,147,844
$20.66
Nonvested as of February 24, 2017916,420
$19.31
Granted379,600
16.33
309,000
21.77
Nonvested as of November 25, 20161,527,444
$19.59
Nonvested as of November 24, 20171,225,420
$19.93
Restricted Stock Units
During the nine months ended November 25, 2016,24, 2017, we awarded 975,663780,321 restricted stock units ("RSUs"), of which 168,200131,200 were awarded to our executive officers. These RSUs have restrictions on transfer which lapse three years after the date of grant, at which time the units will be issued as unrestricted shares of Class A Common Stock. RSUs are expensed and recorded in Additional paid-in capital on the Condensed Consolidated Balance Sheets over the requisite service period based on the value of the underlying shares on the date of grant.
The RSU expense and associated tax benefit for all outstanding awards for the three and nine months ended November 25, 201624, 2017 and November 27, 201525, 2016 are as follows:
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Restricted Stock UnitsNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Expense$2.5
 $2.5
 $11.4
 $10.9
 $2.3
 $2.5
 $11.1
 $11.4
Tax benefit0.9
 0.9
 4.1
 3.9
 0.8
 0.9
 4.0
 4.1
As of November 25, 201624, 2017, there was $11.310.4 of remaining unrecognized compensation cost related to nonvested RSUs, which is expected to be recognized over a weighted-average period of 1.9 years.
The RSU activity for the nine months ended November 25, 201624, 2017 is as follows:
Nonvested UnitsTotal
Weighted-Average
Grant Date
Fair Value
per Unit
Total
Weighted-Average
Grant Date
Fair Value
per Unit
Nonvested as of February 26, 20161,638,888
$18.45
Nonvested as of February 24, 20171,731,507
$16.38
Granted975,663
14.66
780,321
16.51
Vested(167,500)15.87
(132,238)16.94
Forfeited(35,207)16.86
(32,088)16.22
Nonvested as of November 25, 20162,411,844
$16.45
Nonvested as of November 24, 20172,347,502
$16.39

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10.8.REPORTABLE SEGMENTS
Our reportable segments consist of the Americas segment, the EMEA segment and the Other category. Unallocated corporate costs are reported as Corporate.
The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with a portfolio of integrated architecture, furniture and technology products marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse and Turnstone brands.
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase and Coalesse brands, with an emphasis on freestanding furniture systems, storage and seating solutions.
The Other category includes Asia Pacific, Designtex and PolyVision. Asia Pacific serves customers in Asia and Australia primarily under the Steelcase brand with an emphasis on freestanding furniture systems, storageseating and seatingstorage solutions. Designtex designs andprimarily sells surface materials including textiles, and wall coverings which areand surface imaging solutions specified by architects and designers directly to end-use customers through a direct sales force primarily in North America. PolyVision manufactures ceramic steel surfaces for use in multiplevarious applications but primarily for sale to third-party fabricators and distributors to createglobally, including static whiteboards and chalkboards sold inthrough third party fabricators and distributors to the primary and secondary education markets globally.

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and architectural panels and other special applications sold through general contractors for commercial and infrastructure projects.
Corporate costs include unallocated portions of shared service functions, such as information technology, corporate facilities, finance, human resources, research, legal and executive,customer aviation, plus deferred compensation expense and income or losses associated with COLI. Corporate assets consist primarily of unallocated cash, short-term investments and investment balances and the cash surrender value of COLI.
Revenue and operating income (loss) for the three and nine months ended November 25, 201624, 2017 and November 27, 201525, 2016 and total assets as of November 25, 201624, 2017 and February 26, 201624, 2017 by segment are presented below:
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Reportable Segment Statement of Operations DataNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue 
  
      
  
     
Americas$576.7
 $575.5
 $1,668.1
 $1,710.7
 $552.8
 $576.7
 $1,656.3
 $1,668.1
 
EMEA135.5
 136.2
 373.6
 384.2
 141.1
 135.5
 372.4
 373.6
 
Other74.3
 75.9
 221.6
 217.2
 78.2
 74.3
 254.1
 221.6
 
$786.5
 $787.6
 $2,263.3
 $2,312.1
 $772.1
 $786.5
 $2,282.8
 $2,263.3
 
Operating income (loss) 
  
  
  
  
  
  
  
 
Americas$59.7
 $74.4
 $184.3
 $220.3
 $47.6
 $59.7
 $147.1
 $184.3
 
EMEA2.7
 (14.9) (14.9) (53.4) (3.3) 2.7
 (15.5) (14.9) 
Other3.1
 5.5
 8.8
 9.8
 2.6
 3.1
 15.9
 8.8
 
Corporate(10.9) (9.8) (28.4) (27.9) (8.4) (10.9) (24.9) (28.4) 
$54.6
 $55.2
 $149.8
 $148.8
 $38.5
 $54.6
 $122.6
 $149.8
 

Reportable Segment Balance Sheet DataNovember 25,
2016
February 26,
2016
Total assets 
  
 
Americas$972.9
 $981.1
 
EMEA319.3
 332.6
 
Other182.7
 179.9
 
Corporate298.2
 315.0
 
 $1,773.1
 $1,808.6
 
11.RESTRUCTURING ACTIVITIES
In Q1 2016, we announced restructuring actions in EMEA related to the establishment of a Learning + Innovation Center in Munich, Germany. In Q2 2016, we completed negotiations with the works councils related to these actions. We expect to incur approximately $10 of restructuring costs in connection with this project, including approximately $7 of employee separation costs and approximately $3 of costs associated with employee and equipment moves, retention compensation and consulting costs. We recognized $0.2 of benefits related to favorable adjustments to employee separation costs and incurred $0.3 of employee separation costs in the EMEA segment in connection with these actions during the three and nine months ended November 25, 2016, respectively. We also incurred $0.2 of business exit and other related costs in the EMEA segment in connection with these actions during the nine months ended November 25, 2016. We incurred $6.7 of employee separation costs and $1.9 of business exit and other related costs in the EMEA segment in connection with these actions during 2016.
In Q1 2015, we announced restructuring actions in the Americas to close a manufacturing facility in High Point, North Carolina. In connection with these actions, we incurred a total of $4.2 of business exit and other related costs in the Americas segment, including $2.6 during the nine months ended November 25, 2016. We also incurred $3.1 of employee termination costs in the Americas segment, all of which were recorded prior to 2017. These restructuring actions are complete.
Reportable Segment Balance Sheet DataNovember 24,
2017
February 24,
2017
Total assets 
  
 
Americas$1,016.4
 $960.7
 
EMEA303.2
 297.4
 
Other211.2
 191.1
 
Corporate317.7
 342.8
 
 $1,848.5
 $1,792.0
 

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9.SUBSEQUENT EVENT
In Q3 2014, weOn November 28, 2017, the Company announced restructuring actions in EMEA to closethe pending acquisition of AMQ Solutions, a manufacturing facility in Durlangen, Germany,California-based provider of height adjustable desking, benching and to establish a new manufacturing location in Stribro, Czech Republic. In connection with this project, we incurred a total of $8.8 related to business exit and other related costsseating for workstations in the EMEA segment, including $1.6open plan, collaborative environments and training rooms. The proposed transaction includes the purchase of all outstanding membership interests of AMQ and certain assets of an affiliated company in an all cash transaction. The acquisition is expected to be completed during the nine months ended November 25, 2016. We also incurred $17.5Company's fourth quarter of employee termination costs, all of which were recorded prior2018, subject to 2017. These restructuring actions are complete.
Restructuring costs (benefits) are summarized in the following table:
 Three Months EndedNine Months Ended
Restructuring Costs (Benefits)November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
Cost of sales 
  
  
  
Americas$
 $0.7
 $2.6
 $2.2
EMEA
 1.8
 1.6
 8.5
Other
 
 
 
 
 2.5
 4.2
 10.7
Operating expenses 
  
  
  
Americas
 
 
 (2.9)
EMEA(0.2) 0.5
 0.5
 8.4
Other
 
 
 
 (0.2) 0.5
 0.5
 5.5
 Total$(0.2) $3.0
 $4.7
 $16.2
Below is a summary of the net additions, paymentscustomary closing conditions and adjustments to the restructuring reserve balance for the nine months endedNovember 25, 2016:
Restructuring Reserve
Employee
Termination Costs
Business Exits
and Related
Costs
Total
Reserve balance as of February 26, 2016$10.0
 $0.8
 $10.8
Additions0.6
 4.1
 4.7
Payments(3.4) (3.3) (6.7)
Adjustments(0.6) (0.2) (0.8)
Reserve balance as of November 25, 2016$6.6
 $1.4
 $8.0
The employee termination costs reserve balance as of November 25, 2016 primarily relates to restructuring actions in EMEA.regulatory approvals.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations:
This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 26, 201624, 2017. Reference to a year relates to the fiscal year, ended in February of the year indicated, rather than the calendar year, unless indicated by a specific date. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third and fourth quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share data, data presented as a percentage or as otherwise indicated.
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 condensed consolidated statements of income, balance sheets or statements of cash flows of the company. Pursuant to the requirements of Regulation G, we have provided a reconciliation below of non-GAAP financial measures to the most directly comparable GAAP financial measure.
The non-GAAP financial measures used are: (1) organic revenue growth (decline), which represents the change in revenue excluding estimated currency translation effects and the impacts of acquisitions and divestitures, and (2) adjusted operating income (loss), which represents operating income (loss) excluding restructuring costs (benefits). 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

Our reportable segments consist of the Americas segment, the EMEA segment and the Other category. Unallocated corporate costs are reported as Corporate.
Results of Operations
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Statement of Operations DataNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue$786.5
 100.0 % $787.6
 100.0 % $2,263.3
 100.0 % $2,312.1
 100.0 %$772.1
 100.0 % $786.5
 100.0 % $2,282.8
 100.0 % $2,263.3
 100.0 %
Cost of sales524.6
 66.7
 531.6
 67.5
 1,504.3
 66.5
 1,564.5
 67.7
520.3
 67.4
 524.6
 66.7
 1,529.8
 67.0
 1,504.3
 66.5
Restructuring costs
 
 2.5
 0.3
 4.2
 0.2
 10.7
 0.5

 
 
 
 
 
 4.2
 0.2
Gross profit261.9
 33.3
 253.5
 32.2
 754.8
 33.3
 736.9
 31.8
251.8
 32.6
 261.9
 33.3
 753.0
 33.0
 754.8
 33.3
Operating expenses207.5
 26.4
 197.8
 25.1
 604.5
 26.7
 582.6
 25.2
213.3
 27.6
 207.5
 26.4
 630.4
 27.6
 604.5
 26.7
Restructuring costs (benefits)(0.2) 
 0.5
 0.1
 0.5
 
 5.5
 0.2

 
 (0.2) 
 
 
 0.5
 
Operating income54.6
 6.9
 55.2
 7.0
 149.8
 6.6
 148.8
 6.4
38.5
 5.0
 54.6
 6.9
 122.6
 5.4
 149.8
 6.6
Interest expense(4.3) (0.6) (4.5) (0.6) (12.9) (0.6) (13.2) (0.6)(4.3) (0.6) (4.3) (0.6) (13.0) (0.6) (12.9) (0.6)
Investment income0.4
 0.1
 0.4
 0.1
 1.2
 0.1
 1.3
 0.1
0.3
 
 0.4
 0.1
 1.1
 
 1.2
 0.1
Other income, net4.1
 0.5
 3.6
 0.4
 8.0
 0.4
 7.8
 0.3
3.2
 0.5
 4.1
 0.5
 6.1
 0.3
 8.0
 0.4
Income before income tax expense54.8
 6.9
 54.7
 6.9
 146.1
 6.5
 144.7
 6.2
37.7
 4.9
 54.8
 6.9
 116.8
 5.1
 146.1
 6.5
Income tax expense13.6
 1.7
 19.1
 2.4
 47.3
 2.1
 51.9
 2.2
12.0
 1.6
 13.6
 1.7
 36.1
 1.6
 47.3
 2.1
Net income$41.2
 5.2 % $35.6
 4.5 % $98.8
 4.4 % $92.8
 4.0 %$25.7
 3.3 % $41.2
 5.2 % $80.7
 3.5 % $98.8
 4.4 %
Earnings per share: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Basic$0.34
  
 $0.29
  
 $0.82
  
 $0.74
  
$0.22
  
 $0.34
  
 $0.68
  
 $0.82
  
Diluted$0.34
  
 $0.28
  
 $0.81
  
 $0.74
  
$0.22
  
 $0.34
  
 $0.67
  
 $0.81
  

Q3 2017 Organic Revenue Growth (Decline)AmericasEMEAOtherConsolidated
Q3 2016 revenue$575.5
 $136.2
 $75.9
 $787.6
 
Q3 2018 Organic Revenue Growth (Decline)AmericasEMEAOtherConsolidated
Q3 2017 revenue$576.7
 $135.5
 $74.3
 $786.5
 
Divestitures(3.3) (1.1) 
 (4.4) 
Currency translation effects*
 (3.4) (0.4) (3.8) 1.5
 8.8
 1.0
 11.3
 
Q3 2016 revenue, adjusted575.5
 132.8
 75.5
 783.8
 
Q3 2017 revenue576.7
 135.5
 74.3
 786.5
 
Q3 2017 revenue, adjusted574.9
 143.2
 75.3
 793.4
 
Q3 2018 revenue552.8
 141.1
 78.2
 772.1
 
Organic growth (decline) $$1.2
 $2.7
 $(1.2) $2.7
 $(22.1) $(2.1) $2.9
 $(21.3) 
Organic growth (decline) %% 2% (2)% % (4)% (1)% 4% (3)% 
                
* Currency translation effects represent the estimated net effect of translating Q3 2016 foreign currency revenues using the average exchange rates during Q3 2017.
* Currency translation effects represent the estimated net effect of translating Q3 2017 foreign currency revenues using the average exchange rates during Q3 2018.* Currency translation effects represent the estimated net effect of translating Q3 2017 foreign currency revenues using the average exchange rates during Q3 2018.

Year-to-Date 2016 Organic Revenue Growth (Decline)AmericasEMEAOtherConsolidated
Year-to-date 2016 revenue$1,710.7
 $384.2
 $217.2
 $2,312.1
 
Year-to-Date 2018 Organic Revenue Growth (Decline)AmericasEMEAOtherConsolidated
Year-to-date 2017 revenue$1,668.1
 $373.6
 $221.6
 $2,263.3
 
Divestitures(3.3) (2.9) 
 (6.2) 
Currency translation effects*(2.3) (3.3) (2.3) (7.9) 0.8
 4.7
 0.6
 6.1
 
Year-to-date 2016 revenue, adjusted1,708.4
 380.9
 214.9
 2,304.2
 
Year-to-date 2017 revenue1,668.1
 373.6
 221.6
 2,263.3
 
Acquisition(6.8) 
 
 (6.8) 
Year-to-date 2017 revenue, adjusted1,661.3
 373.6
 221.6
 2,256.5
 1,665.6
 375.4
 222.2
 2,263.2
 
Year-to-date 2018 revenue1,656.3
 372.4
 254.1
 2,282.8
 
Organic growth (decline) $$(47.1) $(7.3) $6.7
 $(47.7) $(9.3) $(3.0) $31.9
 $19.6
 
Organic growth (decline) %(3)% (2)% 3% (2)% (1)% (1)% 14% 1% 
                
* Currency translation effects represent the estimated net effect of translating YTD 2016 foreign currency revenues using the average exchange rates during YTD 2017.
* Currency translation effects represent the estimated net effect of translating year-to-date 2017 foreign currency revenues using the average exchange rates during year-to-date 2018.* Currency translation effects represent the estimated net effect of translating year-to-date 2017 foreign currency revenues using the average exchange rates during year-to-date 2018.

Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Reconciliation of Operating Income to
Adjusted Operating Income
November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Operating income$54.6
 6.9% $55.2
 7.0% $149.8
 6.6% $148.8
 6.4%$38.5
 5.0% $54.6
 6.9% $122.6
 5.4% $149.8
 6.6%
Add: restructuring costs (benefits)(0.2) 
 3.0
 0.4
 4.7
 0.2
 16.2
 0.7

 
 (0.2) 
 
 
 4.7
 0.2
Adjusted operating income$54.4
 6.9% $58.2
 7.4% $154.5
 6.8% $165.0
 7.1%$38.5
 5.0% $54.4
 6.9% $122.6
 5.4% $154.5
 6.8%
Overview
In Q3 2017,2018, we posted a 2% revenue was relatively flatdecline compared to the prior year, withdriven by a 4% decline in the Americas, partially offset by 4% growth in EMEA and EMEA each posting modest organic revenue growth and the Other category posting a modest organic revenue decline. Our revenue5% growth in the Americas exceeded the industry for the first two months of the quarter, based on the most current information available from our industry association. Our new product introductions and other strategic actions takenOther category. Revenue in the current year contributed to growthAmericas was negatively impacted by continued declines in ourlegacy furniture applications and reduced demand for day-to-day business.  Orders for day-to-day business and continued strengthening of our internal estimates of project orders expected to ship in the next four quartersAmericas were flat in November compared to the prior year.
Our operating performanceyear following significant declines earlier in the quarter reflected a decline inquarter. We have been receiving positive feedback from our customers and dealers from our new product introductions, partnership offerings and the Americas which was largely offset by a significant improvement in EMEA which achieved adjusted operatingpending acquisition of AMQ Solutions, and the number of large project opportunities and our project win rates have been increasing.
Operating income declined compared to an adjusted operating loss in the prior year. The decline in the Americas was driven by unfavorable shifts in business mix and higher operating expenses. It was the first time in four years that EMEA posted adjusted operating income and the year-over-year improvement of $15 was driven by a 1,050 basis point reductionyear due to lower sales volume, increases in cost of sales as a percentpercentage of revenue compared to the prior year. EMEA posted modest organic revenueand higher operating expenses. The increase in operating expenses reflected continued investments in product development, sales, marketing and information technology that support our strategies, including developing new products, enhancements and applications, expanding ancillary offerings and marketing partnerships, addressing product gaps and pursuing other areas for growth in the quarter driven by the timing of customer deliveries, while orders and backlog declined during the quarter..
Q3 20172018 Compared to Q3 20162017
We recorded net income of $25.7 and diluted earnings per share of $0.22 in Q3 2018 compared to net income of $41.2 and diluted earnings per share of $0.34 in Q3 2017 compared to net income of $35.6 and diluted earnings per share of $0.28 in Q3 2016. Operating income of $54.6 in Q3 2017 compared to operating income of $55.2 in Q3 2016. Higher operating expenses in the Americas were partially offset by reductions in cost of sales as a percent of revenue in EMEA and lower restructuring costs. After adjusting for the impact of restructuring costs, adjusted operating income of $54.4 in Q3 2017 represented a decrease of $3.8 (or 50 basis points as a percent of revenue) compared to Q3 2016.

Revenue in Q3 2017 was relatively flat compared to the prior year, with the Americas posting minimal growth offset by small declines in EMEA and the Other category. After adjusting for $3.8 of unfavorable currency translation effects, organic revenue growth was $2.7 or less than 1%. On an organic basis, revenue in the Americas was consistent with the prior year, while revenue in EMEA grew by 2% and revenue in the Other category declined by 2%.
Cost of sales decreased by 80 basis points to 66.7% of revenue in Q3 2017 compared to Q3 2016. The improvement was due to a significant decrease in EMEA, partially offset by a 140 basis point increase in the Americas. The improvement in EMEA was driven by the elimination of disruption costs and inefficiencies associated with operational footprint changes and other manufacturing and distribution issues experienced in the prior year, as well as benefits from cost reduction efforts, gross margin improvement initiatives and favorable shifts in business mix. The increase in the Americas was primarily driven by unfavorable shifts in business mix.
Operating expenses of $207.5 in Q3 2017 represented an increase of $9.7 or 130 basis points as a percent of revenue compared to the prior year. The increase was primarily due to higher variable compensation expense (including expense associated with a tax benefit recorded in the quarter) and higher sales, product development and marketing costs.
We recorded restructuring benefits of $0.2 in Q3 2017 compared to restructuring costs of $3.0 in Q3 2016.2017. The Q3 2017 benefits represented favorable adjustments to employee separation costs relating to the establishment of the Learning + Innovation Center in Munich. The Q3 2016 costs primarily related to the establishment of the Learning + Innovation Center in Munich and the closure of a manufacturing facility in Durlangen, Germany. See Note 11 to the condensed consolidated financial statements for additional information.
Our effective tax rate in Q3 2017 was 24.8% compared to a Q3 2016 effective tax rate of 34.9%. The improvement was primarily due toresults included a benefit related to the outcome of a tax audit in EMEA. See Note 8 to the condensed consolidated financial statements for additional information.
Year-to-Date 2017 Compared to Year-to-Date 2016
We recorded year-to-date 2017 netEMEA that had a favorable impact on diluted earnings per share of $0.03. Operating income of $98.8$38.5 in Q3 2018 compared to year-to-date 2016 netoperating income of $92.8. Year-to-date 2017 operating income increased by $1.0 to $149.8 compared to the prior year.$54.6 in Q3 2017. The slight improvement wasQ3 2018 results were driven by a reductionlower revenue in the Americas, higher cost of sales as a percentpercentage of revenue in EMEA, and lower restructuring costs, partially offset by higher operating expenses in the Americas.globally. After adjusting for the impact of restructuring costs,benefits in the prior year, operating income of $38.5 in Q3 2018 compared to adjusted operating income of $154.5$54.4 in year-to-date 2017Q3 2017.

Revenue of $772.1 in Q3 2018 represented a decrease of $10.5 (or 30 basis points as a percent of revenue) compared to prior year.
Year-to-date 2017 revenue of $2,263.3 represented a decrease of $48.8$14.4 or 2% compared to the prior year. The decrease in revenue was driven by lower revenue in the Americas, partially offset by growth of 4% in EMEA and EMEA.5% in the Other category. After adjusting for a $6.8$11.3 of favorable impact of an acquisition in the Americas and $7.9 of unfavorable currency translation effects and a $4.4 unfavorable impact due to divestitures, the organic revenue decline was $47.7$21.3 or 2%.3% compared to the prior year. On an organic basis, revenue in the Americas declined by 3%4%, revenue in EMEA declined by 1% and revenue in the Other category grew by 4% compared to the prior year.
Cost of sales as a percentage of revenue increased by 70 basis points to 67.4% of revenue in Q3 2018 compared to Q3 2017. The increase was driven by a 40 basis point increase in the Americas and 2%a 210 basis point increase in EMEA whichEMEA. The increase in the Americas was driven by the impacts of unfavorable shifts in business mix, lower volume and approximately $1 of higher commodity costs, partially offset by revenue growth of 3% in the Other category.
Cost of sales decreased by 120 basis points to 66.5% of revenue in year-to-date 2017 compared to year-to-date 2016.benefits associated with cost reduction efforts. The improvement was due to a 770 basis point improvement in EMEA, while cost of sales in the Americas and the Other category was generally consistent with the prior year. The improvementincrease in EMEA was driven by unfavorable out-of-period accounting adjustments in the same factors ascurrent quarter compared to favorable items in the quarter.prior year; benefits from gross margin improvement initiatives were offset by various operational inefficiencies and higher commodity costs.
Operating expenses of $604.5$213.3 in year-to-date 2017Q3 2018 represented an increase of $21.9$5.8 or 150120 basis points as a percentpercentage of revenue compared to the prior year. OperatingThe increased spending compared to the prior year reflected investments in product development, sales, marketing and information technology in support of our strategies, partially offset by $8 of lower variable compensation expense.
Our effective tax rate in Q3 2018 was 31.8% compared to a Q3 2017 effective tax rate of 24.8%. The Q3 2018 rate was below the U.S. federal statutory tax rate of 35% primarily due to favorable tax adjustments recorded in connection with filing our 2017 U.S. tax return. The Q3 2017 rate was below the U.S. federal statutory tax rate primarily due to a benefit related to the outcome of a tax audit in EMEA.
Year-to-Date 2018 Compared to Year-to-Date 2017
We recorded year-to-date 2018 net income of $80.7 compared to year-to-date 2017 net income of $98.8. The decline was driven by higher cost of sales as a percentage of revenue and higher operating expenses, partially offset by higher sales volume in the Other category. The year-to-date 2018 results reflected the net impact of the sale of property in Rosenheim, Germany and a favorable tax adjustment recorded in Q2 2018 which together increased diluted earnings per share by approximately $0.05, partially offset by the defined benefit plan annuitizations recorded in Q1 2018 which decreased diluted earnings per share by approximately $0.03.
Year-to-date 2018 revenue of $2,282.8 represented an increase of $19.5 or 1% compared to year-to-date 2017. The increase in revenue was driven by higher volume in the Other category, partially offset by lower volume in the Americas. After adjusting for $6.1 of favorable currency translation effects and a $6.2 unfavorable impact due to divestitures, the organic revenue increase was $19.6 or 1%. On an organic basis, revenue increased by $16.014% in the Other category, while the Americas and EMEA each declined 1% compared to the prior year.
Cost of sales increased by 50 basis points to 67.0% of revenue in year-to-date 2018 compared to year-to-date 2017. The increase was due to a 100 basis point increase in the Americas, $2.8 in EMEA and $2.6partially offset by an improvement of 150 basis points in the Other category. The increase in the Americas was driven by approximately $6 of higher sales,commodity costs, investments in support of product development and marketing costs.manufacturing agility, unfavorable shifts in business mix and $3.4 of charges associated with the defined benefit plan annuitizations recorded in Q1 2018, partially offset by benefits associated with ongoing cost reduction efforts and $6.0 of lower warranty costs compared to the prior year. The increaseimprovement in EMEAthe Other category was driven by costs associated with the new Learning + Innovation centerimpact of higher sales volume.
Operating expenses of $630.4 in Munich.year-to-date 2018 represented an increase of $25.9 or 90 basis points as a percentage of revenue compared to the prior year. The increased spending compared to the prior year reflected investments in product development, sales, marketing and information technology, partially offset by approximately $10 of lower variable compensation expense.
We recorded year-to-date 2017 netThere were no restructuring costs of $4.7in year-to-date 2018 compared to net restructuring costs of $16.2$4.7 in year-to-date 2016.2017. The year-to-date 2017 amount included costs related to the closure of thea manufacturing facility in High Point, North Carolina, the closure of thea manufacturing facility in Durlangen, Germany and the establishment of the Learning + Innovation Center in Munich. TheMunich, Germany.
Our year-to-date 2016 amount included costs associated with those three projects as well as the exit of2018 effective tax rate was 30.9% compared to a manufacturing facility in Wisches, France, partially offset by a $2.8 gain related to the sale of a facility in the Americas. See Note 11 to the condensed consolidated financial statements for additional information.

Our year-to-date 2017 effective tax rate of 32.4%. The year-to-date 2018 rate was 32.4% compared to a year-to-date 2016 effectivebelow the U.S. federal statutory tax rate of 35.9%.35% primarily due to favorable tax adjustments recorded in year-to-date 2018. The improvementyear-to-date 2017 rate was driven bybelow the U.S. federal statutory tax rate of 35% due to the same factor as the quarter. See Note 8 to the condensed consolidated financial statements for additional information.

16

Table of Contents
STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest Expense, Investment Income and Other Income, Net
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Interest Expense, Investment Income and Other Income, NetNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Interest expense$(4.3) $(4.5) $(12.9) $(13.2)$(4.3) $(4.3) $(13.0) $(12.9)
Investment income0.4
 0.4
 1.2
 1.3
0.3
 0.4
 1.1
 1.2
Other income (expense), net: 
  
  
  
 
  
  
  
Equity in income of unconsolidated affiliates2.7
 4.6
 7.4
 11.2
4.7
 2.7
 10.3
 7.4
Foreign exchange gain (loss)2.1
 (0.5) 2.8
 (2.0)
Foreign exchange gains (losses)(0.8) 2.1
 (3.0) 2.8
Miscellaneous, net(0.7) (0.5) (2.2) (1.4)(0.7) (0.7) (1.2) (2.2)
Total other income, net4.1
 3.6
 8.0
 7.8
3.2
 4.1
 6.1
 8.0
Total interest expense, investment income and other income, net$0.2
 $(0.5) $(3.7) $(4.1)$(0.8) $0.2
 $(5.8) $(3.7)
Business Segment Review
See Note 108 to the condensed 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 portfolio of integrated architecture, furniture and technology products marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse and Turnstone brands.
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Statement of Operations Data — AmericasNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue$576.7
 100.0% $575.5
 100.0% $1,668.1
 100.0% $1,710.7
 100.0 %$552.8
 100.0% $576.7
 100.0% $1,656.3
 100.0% $1,668.1
 100.0%
Cost of sales381.3
 66.1
 372.4
 64.7
 1,084.5
 65.0
 1,110.4
 64.9
367.8
 66.5
 381.3
 66.1
 1,093.6
 66.0
 1,084.5
 65.0
Restructuring costs
 
 0.7
 0.1
 2.6
 0.2
 2.2
 0.1

 
 
 
 
 
 2.6
 0.2
Gross profit195.4
 33.9
 202.4
 35.2
 581.0
 34.8
 598.1
 35.0
185.0
 33.5
 195.4
 33.9
 562.7
 34.0
 581.0
 34.8
Operating expenses135.7
 23.5
 128.0
 22.3
 396.7
 23.8
 380.7
 22.3
137.4
 24.9
 135.7
 23.5
 415.6
 25.1
 396.7
 23.8
Restructuring costs (benefits)
 
 
 
 
 
 (2.9) (0.2)
Restructuring costs
 
 
 
 
 
 
 
Operating income$59.7
 10.4% $74.4
 12.9% $184.3
 11.0% $220.3
 12.9 %$47.6
 8.6% $59.7
 10.4% $147.1
 8.9% $184.3
 11.0%

Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Reconciliation of Operating Income to
Adjusted Operating Income — Americas
November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Operating income$59.7
 10.4% $74.4
 12.9% $184.3
 11.0% $220.3
 12.9 %$47.6
 8.6% $59.7
 10.4% $147.1
 8.9% $184.3
 11.0%
Add: restructuring costs (benefits)
 
 0.7
 0.1
 2.6
 0.2
 (0.7) (0.1)
Add: restructuring costs
 
 
 
 
 
 2.6
 0.2
Adjusted operating income$59.7
 10.4% $75.1
 13.0% $186.9
 11.2% $219.6
 12.8 %$47.6
 8.6% $59.7
 10.4% $147.1
 8.9% $186.9
 11.2%
Operating income in the Americas decreased by $14.7$12.1 and $36.0,$37.2, respectively, in Q3 20172018 and year-to-date 20172018 compared to the prior year. The decline in the quarter was primarily driven by unfavorable shifts in business mix and higher variable compensation expense. On a year-to-date basis, the decline was driven by lower sales volume and higher operating expenses. The year-to-date results were driven by the same factors as the quarter, as well as higher cost of sales and marketing costs.as a percentage of revenue. After adjusting for the impact of restructuring costs in the prior year, operating income of $47.6 and $147.1 in Q3 2018 and year-to-date 2018, respectively, compared to adjusted operating income decreased by $15.4of $59.7 and $186.9 in the prior year.
The Americas revenue represented 71.6% of consolidated revenue in Q3 20172018. Revenue for Q3 2018 was $552.8 compared to $576.7 in Q3 2017. The 4% decrease in revenue was driven by continued declines in revenue associated with legacy furniture applications and $32.7reduced demand for day-to-day business. After adjusting for $1.5 of favorable currency translation effects and a $3.3 unfavorable impact due to a divestiture, the organic revenue decrease in year-to-date 2017Q3 2018 was $22.1 or 4% compared to the prior year.

The Americas revenue represented 73.3% of consolidated revenue in Q3 2017. Revenue for Q3 2017 was $576.7 compared to $575.5 in Q3 2016. The slight increase in revenue reflected higher volume and unfavorable shifts in business mix and was categorized as follows:
Product categories — Four out of seven categories grew in Q3 2017, led by Seating and Furniture. Health and Architectural Solutions experienced double-digit percentage growth rates, while Technology declined significantly compared to the prior year.

Vertical markets — Financial Services and Education experienced double-digit percentage growth rates, while Energy and Technical and Professional declined significantly year over year.

Geographic regions — The Northeast and East Business Groups grew year over year while the South and West Business Groups declined.

Contract type — Continuing business grew, while marketing programs and project business declined year over year.
Year-to-date 20172018 revenue of $1,668.1$1,656.3 represented a decrease of $42.6$11.8 compared to year-to-date 2016, and the2017. The 1% decrease was driven by lower volume.the same factors as the quarter. After adjusting for $2.3$0.8 of unfavorablefavorable currency translation effects and a $6.8 favorable$3.3 unfavorable impact of an acquisition,due to a divestiture, the year-to-date 20172018 organic revenue declinedecrease was $47.1$9.3 or 3%1% compared to the prior year.
Cost of sales as a percentage of revenue increased 40 basis points in Q3 2018 compared to Q3 2017. The increase in the Americas increased by 140 basis points to 66.1% of revenue in Q3 2017 compared to 64.7% of revenue in Q3 2016. The increase was driven primarily by the impacts of unfavorable shifts in business mix.mix, lower volume and approximately $1 of higher commodity costs, partially offset by benefits associated with cost reduction efforts. Year-to-date 20172018 cost of sales represented an increase of 100 basis points compared to the prior year and was 65.0%driven by approximately $6 of revenue which is consistenthigher commodity costs, higher investments in support of product development and manufacturing agility, unfavorable shifts in business mix, and $3.4 of charges associated with the defined benefit plan annuitizations, partially offset by benefits associated with ongoing cost reduction efforts and $6.0 of lower warranty costs compared to the prior year.
Operating expenses in Q3 2018 increased by $7.7,$1.7, or 120140 basis points as a percentpercentage of revenue, in Q3 2017 compared to the prior year primarily due to $5.5approximately $11 of higher investments in product development, sales, marketing and information technology that support our product development and growth strategies, partially offset by approximately $7 of lower variable compensation expense and $2.2 of higher sales, product development and marketing costs including dealer conferences.an approximately $2 favorable impact from a divestiture. Operating expenses increased by $16.0,$18.9, or 150130 basis points as a percentpercentage of revenue, in year-to-date 20172018 compared to the prior year and was driven by $9.2 of higher sales, product development and marketing costs and higher corporate costs.the same factors as the quarter.
There were no restructuring costs recorded in the Americas in Q3 20172018 or Q3 2017. There were no restructuring costs recorded in the Americas in year-to-date 2018 compared to restructuring costs of $0.7$2.6 in Q3 2016year-to-date 2017 associated with the closure of the manufacturing facility in High Point which was completed in Q1 2017. Year-to-date 2017 restructuring costs of $2.6 associated with the High Point closure compared to net restructuring benefits of $0.7 in year-to-date 2016 which included a $2.8 gain related to the sale of a facility, partially offset by costs associated with the High Point closure. See Note 11 to the condensed consolidated financial statements for additional information.manufacturing facility.
EMEA
The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase and Coalesse brands, with an emphasis on freestanding furniture systems, seating and storage solutions.
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Statement of Operations Data — EMEANovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue$135.5
 100.0% $136.2
 100.0 % $373.6
 100.0 % $384.2
 100.0 %$141.1
 100.0 % $135.5
 100.0% $372.4
 100.0 % $373.6
 100.0 %
Cost of sales95.0
 70.1
 109.7
 80.6
 274.3
 73.4
 311.4
 81.1
101.9
 72.2
 95.0
 70.1
 273.3
 73.4
 274.3
 73.4
Restructuring costs
 
 1.8
 1.3
 1.6
 0.4
 8.5
 2.2

 
 
 
 
 
 1.6
 0.4
Gross profit40.5
 29.9
 24.7
 18.1
 97.7
 26.2
 64.3
 16.7
39.2
 27.8
 40.5
 29.9
 99.1
 26.6
 97.7
 26.2
Operating expenses38.0
 28.1
 39.1
 28.7
 112.1
 30.0
 109.3
 28.4
42.5
 30.1
 38.0
 28.1
 114.6
 30.8
 112.1
 30.0
Restructuring costs (benefits)(0.2) 
 0.5
 0.4
 0.5
 0.2
 8.4
 2.2

 
 (0.2) 
 
 
 0.5
 0.2
Operating income (loss)$2.7
 1.8% $(14.9) (11.0)% $(14.9) (4.0)% $(53.4) (13.9)%$(3.3) (2.3)% $2.7
 1.8% $(15.5) (4.2)% $(14.9) (4.0)%

Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — EMEAThree Months EndedNine Months EndedThree Months EndedNine Months Ended
November 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Operating income (loss)$2.7
 1.8% $(14.9) (11.0)% $(14.9) (4.0)% $(53.4) (13.9)%$(3.3) (2.3)% $2.7
 1.8% $(15.5) (4.2)% $(14.9) (4.0)%
Add: restructuring costs (benefits)(0.2) 
 2.3
 1.7
 2.1
 0.6
 16.9
 4.4

 
 (0.2) 
 
 
 2.1
 0.6
Adjusted operating income (loss)$2.5
 1.8% $(12.6) (9.3)% $(12.8) (3.4)% $(36.5) (9.5)%$(3.3) (2.3)% $2.5
 1.8% $(15.5) (4.2)% $(12.8) (3.4)%
Operating results in EMEA improved significantlydeclined in Q3 20172018 and year-to-date 20172018 compared to the prior year. The improvementdecline in Q3 2017 and year-to-date 20172018 was due to a significant decrease indriven by higher cost of sales as a percentpercentage of revenue and higher operating expenses. The year-to-date decline was driven by higher operating expenses, which included a $4.0 gain on the sale of the Rosenheim property recorded in Q2 2018.

EMEA revenue represented 18.3% of consolidated revenue in Q3 2018. Revenue for Q3 2018 was $141.1 compared to $135.5 in Q3 2017. The increase in revenue was driven primarily by favorable currency translation effects and higher revenue in Iberia, partially offset by a decline in the United Kingdom and the Middle East. After adjusting for $8.8 of favorable currency translation effects and a $1.1 unfavorable impact due to divestitures, the organic revenue decline was $2.1 or 1%. For year-to-date 2018, revenue declined slightly compared to the prior year as growth in Eastern Europe and the Middle East was more than offset by lower restructuring costsvolume in Germany, Central Europe and France.
Cost of sales as a percentage of revenue increased 210 basis points to 72.2% of revenue in Q3 2018 compared to the prior year. The year-to-date improvementincrease in EMEA was partially offsetdriven by unfavorable out-of-period accounting adjustments in the impact of lower sales volume.
EMEA revenue represented 17.2% of consolidated revenue in Q3 2017. Revenue for Q3 2017 was $135.5current quarter compared to $136.2 in Q3 2016. After adjusting for $3.4 of unfavorable currency translation effects, the organic revenue growth was $2.7 or 2%. For year-to-date 2017, revenue declined by $10.6 or 3% compared to the prior year due to volume declines in the United Kingdom, Middle East and Africa, partially offset by revenue growth in France.
Cost of sales as a percent of revenue decreased significantly in Q3 2017 and year-to-date 2017 compared to the prior year, driven by the elimination of disruption costs and inefficiencies associated with operational footprint changes and other manufacturing and distribution issues experiencedfavorable items in the prior year. We incurred zero and approximately $3 of costs relating to these issues in Q3 2017 and year-to-date 2017, respectively, compared to approximately $9 and $23 in Q3 2016 and year-to-date 2016, respectively. Q3 2017 and year-to-date 2017 also benefitedBenefits from cost reduction efforts, gross margin improvement initiatives were offset by various operational inefficiencies and favorable shifts in business mix.higher commodity costs. Year-to-date 2018 cost of sales was 73.4% of revenue which is consistent with the prior year.
Operating expenses in Q3 2017 declined slightly2018 and year-to-date 2018 increased by $4.5 and $2.5, respectively, compared to the prior year. Operating expenses increased by $2.8The increase in year-to-date 2017 compared to the prior year andQ3 2018 reflected higher costs associated withrelated to a sales and dealer conference, product development, our new Learning + Innovation Center in Munich.Munich, and severance. The year-to-date 2018 increase was driven by the same factors as the quarter, partially offset by a $4.0 gain on the sale of the Rosenheim property.
RestructuringThere were no restructuring costs in EMEA in Q3 2018 compared to restructuring benefits of $0.2 in Q3 2017. The restructuring benefits in Q3 2017 represented favorable adjustments to employee separation costs relating to the establishment of the Learning + Innovation Center in Munich. RestructuringThere were no restructuring costs in EMEA in year-to-date 2018 compared to restructuring costs of $2.1 in year-to-date 2017. The restructuring costs in year-to-date 2017 were related toassociated with the closure of athe Durlangen manufacturing facility in Durlangen which was completed in Q1 2017 and the establishment of the Learning + Innovation Center in Munich. Restructuring costs of $2.3 and $16.9 in Q3 2016 and year-to-date 2016, respectively, were primarily related to the same two projects. See Note 11 to the condensed consolidated financial statements for additional information.
Other
The Other category includes Asia Pacific, Designtex and PolyVision. Asia Pacific serves customers in Asia and Australia primarily under the Steelcase brand with an emphasis on freestanding furniture systems, storageseating and seatingstorage solutions. Designtex designs andprimarily sells surface materials including textiles, and wall coverings which areand surface imaging solutions specified by architects and designers directly to end-use customers through a direct sales force primarily in North America. PolyVision manufactures ceramic steel surfaces for use in multiplevarious applications but primarily for sale to third-party fabricators and distributors to createglobally, including static whiteboards and chalkboards sold inthrough third party fabricators and distributors to the primary and secondary education markets globally.and architectural panels and other special applications sold through general contractors for commercial and infrastructure projects.
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Statement of Operations Data — OtherNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Revenue$74.3
 100.0% $75.9
 100.0% $221.6
 100.0% $217.2
 100.0%$78.2
 100.0% $74.3
 100.0% $254.1
 100.0% $221.6
 100.0%
Cost of sales48.3
 64.9
 49.5
 65.2
 145.5
 65.6
 142.7
 65.7
50.6
 64.7
 48.3
 64.9
 162.9
 64.1
 145.5
 65.6
Restructuring costs
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Gross profit26.0
 35.1
 26.4
 34.8
 76.1
 34.4
 74.5
 34.3
27.6
 35.3
 26.0
 35.1
 91.2
 35.9
 76.1
 34.4
Operating expenses22.9
 30.8
 20.9
 27.6
 67.3
 30.4
 64.7
 29.8
25.0
 32.0
 22.9
 30.8
 75.3
 29.6
 67.3
 30.4
Restructuring costs
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Operating income$3.1
 4.3% $5.5
 7.2% $8.8
 4.0% $9.8
 4.5%$2.6
 3.3% $3.1
 4.3% $15.9
 6.3% $8.8
 4.0%

Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Reconciliation of Operating Income to Adjusted Operating Income — OtherNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Operating income$3.1
 4.3% $5.5
 7.2% $8.8
 4.0% $9.8
 4.5%$2.6
 3.3% $3.1
 4.3% $15.9
 6.3% $8.8
 4.0%
Add: restructuring costs
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Adjusted operating income$3.1
 4.3% $5.5
 7.2% $8.8
 4.0% $9.8
 4.5%$2.6
 3.3% $3.1
 4.3% $15.9
 6.3% $8.8
 4.0%

Revenue in the Other category represented 10.1% of consolidated revenue in Q3 2018. Revenue in Q3 2018 increased $3.9 or 5% compared to the prior year and reflected growth from all three businesses. Year-to-date 2018 revenue of $254.1 represented an increase of $32.5 or 15% compared to the prior year. The increase included growth from all three businesses, with particular strength coming from Asia Pacific (led by India and China).
Operating results in the Other category declined slightly in Q3 2017 and year-to-date 20172018 compared to the prior year. The Q3 2017 results reflect lowerLower operating incomeperformance in Asia Pacific driven by lower volume compared to a strong prior year and higher operating expenses. On a year-to-date basis, lower income at PolyVision was partially offset by improvementsimproved operating performance at PolyVision. Operating results in year-to-date 2018 were driven by strong performance in Asia Pacific, and Designtex.
Revenue in the Other category represented 9.5% of consolidated revenue in Q3 2017. Revenue in Q3 2017 decreased $1.6 or 2% compared to the prior year driven by lower volume in Asia Pacific and PolyVision, partially offset by growth at Designtex. Year-to-date 2017 revenue of $221.6 represented an increase of $4.4 or 2% compared to the prior year. The increase was driven by strong growth in Asia Pacific and Designtex partially offset by lower volumeincome at PolyVision.Designtex which included $3.0 of charges related to the defined benefit plan annuitizations in Q1 2018.
Corporate
Corporate costs include unallocated portions of shared service functions, such as information technology, corporate facilities, finance, human resources, research, legal and executive,customer aviation, plus deferred compensation expense and income or losses associated with COLI.
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
Statement of Operations Data — CorporateNovember 25,
2016
November 27,
2015
November 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
November 24,
2017
November 25,
2016
Operating expenses$10.9
 $9.8
 $28.4
 $27.9
$8.4
 $10.9
 $24.9
 $28.4
The increasedecrease in operating expenses in Q3 20172018 was primarily due to higher COLI income, partially offset by higher deferred compensation expense. The decrease in year-to-date 2018 operating expenses was primarily due to lower COLI income, while the increase in operating expenses in year-to-date 2017 was primarily due to higher deferred compensation expense partially offset byand higher COLI income.income compared to the prior year.
Liquidity and Capital Resources
Based on current business conditions, we target a minimumrange of $75 to $150 in cash and cash equivalents and short-term investments to fund day-to-day operations, including seasonal disbursements, particularly the annual payment of accrued variable compensation and retirement plan contributions in Q1 of each fiscal year. In addition, we may carry additional liquidity for potential investments in strategic initiatives and as a cushion against economic volatility.
Liquidity SourcesNovember 25,
2016
February 26,
2016
November 24,
2017
February 24,
2017
Cash and cash equivalents$139.1
 $181.9
$244.1
 $197.1
Short-term investments96.7
 84.1

 73.4
Company-owned life insurance166.2
 160.4
170.5
 168.8
Availability under credit facilities151.8
 151.7
152.1
 150.3
Total liquidity$553.8
 $578.1
$566.7
 $589.6
As of November 25, 201624, 2017, we held a total of $235.8244.1 in cash and cash equivalents and no short-term investments. The majority of our short-term investments are locatedwe held at the end of Q2 2018 were converted to cash and cash equivalents in the U.S.Q3 2018 primarily to fund a pending acquisition. Of our total $139.1$244.1 in cash and cash equivalents, approximately 54%76% was located in the U.S. and the remaining 46%24% was located outside of the U.S., primarily in Hong Kong, France, Mexico Hong Kong and China. The majority of amounts located outside the U.S. would be taxable if repatriated to the U.S. as dividends. SuchHowever, such amounts are considered available to repay intercompany debt, available to meet local working capital requirements or permanently reinvested in foreign subsidiaries.
The majority of our short-term investments are maintained in a managed investment portfolio, which primarily consists of corporate debt securities and U.S. agency debt securities.

Our investments in COLI policies are intended to be utilized as a long-term funding source for long-term employee benefit obligations. However, COLI can be used as a source of liquidity if needed.for other purposes. We believe the financial strength of the issuing insurance companies associated with our COLI policies is sufficient to meet their obligations. COLI investments are recorded at their net cash surrender value.
Availability under credit facilities may be reduced related to compliance with applicable covenants. See Note 7 to the condensed consolidated financial statements for additional information.

The following table summarizes our condensed consolidated statements of cash flows for the nine months ended November 25, 201624, 2017 and November 27, 2015:25, 2016:
Nine Months EndedNine Months Ended
Cash Flow DataNovember 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
Net cash provided by (used in): 
  
 
  
Operating activities$104.0
 $130.5
$95.1
 $104.0
Investing activities(50.5) (119.3)30.5
 (50.5)
Financing activities(94.1) (34.6)(81.3) (94.1)
Effect of exchange rate changes on cash and cash equivalents(2.2) (2.8)2.7
 (2.2)
Net decrease in cash and cash equivalents(42.8) (26.2)
Net increase (decrease) in cash and cash equivalents47.0
 (42.8)
Cash and cash equivalents, beginning of period181.9
 176.5
197.1
 181.9
Cash and cash equivalents, end of period$139.1
 $150.3
$244.1
 $139.1
Cash provided by operating activities
Nine Months EndedNine Months Ended
Cash Flow Data — Operating ActivitiesNovember 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
Net income$98.8
 $92.8
$80.7
 $98.8
Depreciation and amortization44.7
 49.4
47.7
 44.7
Deferred income taxes5.2
 2.8
(6.3) 5.2
Non-cash stock compensation16.6
 17.4
15.5
 16.6
Other(6.3) (7.6)(10.4) (6.3)
Changes in accounts receivable, inventories and accounts payable(9.9) (22.5)(32.1) (9.9)
Changes in assets related to derivative instruments(3.2) 22.5
Changes in VAT recoverable19.3
 (20.8)8.2
 19.3
Changes in employee compensation liabilities(41.5) (16.6)(44.2) (41.5)
Changes in other operating assets and liabilities(19.7) 13.1
36.0
 (22.9)
Net cash provided by operating activities$104.0
 $130.5
$95.1
 $104.0
The decreaseincreased use of working capital in cashthe current period was driven primarily by increases in accounts receivable from direct sell customers which have longer payment terms and increases in inventory to support new product launches and ensure continuity of supply. Changes in other operating assets and liabilities and deferred income taxes were primarily driven by timing of payments and collections related to various tax accounts and accrued expenses.
Cash provided by operating activities in year-to-date 2017 compared to year-to-date 2016 was partially driven by higher variable compensation payments compared to the prior year. In addition, year-to-date 2016 included proceeds from the settlement of foreign exchange forward contracts. Year-to-date 2017 also reflected a reduction in VAT recoverable.
Cash used in(used in) investing activities
 Nine Months Ended
Cash Flow Data — Investing ActivitiesNovember 25,
2016
November 27,
2015
Capital expenditures$(40.4) $(70.0)
Proceeds from disposal of fixed assets0.4
 4.8
Purchases of short-term investments(94.3) (96.9)
Liquidations of short-term investments82.6
 49.6
Acquisition, net of cash acquired
 (6.9)
Other1.2
 0.1
Net cash used in investing activities$(50.5) $(119.3)

 Nine Months Ended
Cash Flow Data — Investing ActivitiesNovember 24,
2017
November 25,
2016
Capital expenditures$(58.3) $(40.4)
Purchases of investments(52.1) (94.3)
Liquidations of investments125.6
 82.6
Other15.3
 1.6
Net cash provided by (used in) investing activities$30.5
 $(50.5)
Capital expenditures in year-to-date 20172018 included investments in our global manufacturing operations, product development and the new Learning + Innovation Center in Munich. In addition, a $3 payment was made in year-to-date 2017 in connection with the delivery of a new aircraft compared to $26 of progress payments in year-to-date 2016.
Liquidations of short-term investments were higher in year-to-date 20172018 due to the conversion of short-term investments to cash and cash equivalents in orderQ3 2018 primarily to fund higher variable compensation paymentsa pending acquisition.
Other investing activities in year-to-date 2018 included proceeds from a divestiture in Q3 2018 and other liquidity needs.fixed asset disposals in Q2 2018.

Cash used in financing activities
Nine Months EndedNine Months Ended
Cash Flow Data — Financing ActivitiesNovember 25,
2016
November 27,
2015
November 24,
2017
November 25,
2016
Dividends paid$(44.1) $(43.1)$(45.9) $(44.1)
Common stock repurchases(48.3) (14.3)(33.4) (48.3)
Excess tax benefit from vesting of stock awards(0.1) 5.3

 (0.1)
Net borrowings and repayments of debt(1.6) 17.5
Repayments of debt(2.0) (1.6)
Net cash used in financing activities$(94.1) $(34.6)$(81.3) $(94.1)
We paid dividends of $0.12$0.1275 per common share in each of the first three quarters of 2017Q1 2018, Q2 2018 and $0.1125Q3 2018 and $0.12 per share in eachQ1 2017, Q2 2017 and Q3 2017.
In year-to-date 2018, we made common stock repurchases of 2,393,969 shares, 393,969 of which were made to satisfy participants' tax withholding obligations upon the vesting of equity awards, pursuant to the terms of the first three quarters of 2016.
Incentive Compensation Plan. In year-to-date 2017, we made common stock repurchases of 3,506,661 shares, 506,661 of which were made to satisfy participants' tax withholding obligations upon the vesting of equity awards, pursuant to the terms of the Incentive Compensation Plan. awards.
As of the end of Q3 2017,2018, we had $126.5$99.2 of remaining availability under the $150 share repurchase program approved by our Board of Directors in Q4 2016.
Off-Balance Sheet Arrangements
During Q3 20172018, no material change in our off-balance sheet arrangements occurred.
Contractual Obligations
During Q3 2017,2018, no material change in our contractual obligations occurred.
Liquidity Facilities
Our total liquidity facilities as of November 25, 201624, 2017 were:
Liquidity FacilitiesNovember 25,
2016
November 24,
2017
Global committed bank facility$125.0
$125.0
Various uncommitted lines26.8
27.1
Total credit lines available151.8
152.1
Less: Borrowings outstanding

Available capacity$151.8
$152.1
On September 23, 2016 weWe have a $125 global committed five-year bank facility which was entered into a $125 million committed five-year unsecured revolving syndicated creditin Q3 2017. As of November 24, 2017, there were no borrowings outstanding under the facility, (“New Facility”). The New Facility amendsour availability was not limited, and restates our previous unsecured syndicated credit facility that was scheduled to expirewe were in March 2017. See further details oncompliance with all covenants under the New Facility in Note 7 to the condensed consolidated financial statements.facility.
The various uncommitted lines may be changed or canceled by the banks at any time. There were no outstanding borrowings under the uncommitted facilities as of November 25, 2016.24, 2017.
In addition, we have credit agreements of $37.6totaling $46.0 which can be utilized to support letters of credit, bank guarantees or foreign exchange contracts; letters of credit and bank guarantees of $13.1totaling $11.3 were outstanding under such facilities as of November 25, 2016.24, 2017. There were no draws on our standby letters of credit during Q3 2017.2018.
Total consolidated debt as of November 25, 201624, 2017 was $297.3.$295.6. Our debt primarily consists of $248.1$249.0 in term notes due in 2021 with an effective interest rate of 6.6%. In addition, we have a term loan with a balance as of

November 25, 201624, 2017 of $48.7.$46.0. This term loan has a floating interest rate based on 30-day LIBOR plus 1.20% and is due in Q1 2024. The term notes are unsecured and the term loan is secured by two aircraft. The term notes and the term loan do not contain financial covenants and are not cross-defaulted to our other debt facilities.

Liquidity Outlook
Our current cash and cash equivalents and short-term investment balances, funds available under our credit facilities, funds available from COLI and cash generated from future operations are expected to be sufficient to finance our known or foreseeable liquidity needs. We continue to maintain a conservative approach to liquidity and maintainhave flexibility over significant uses of cash including our capital expenditures and discretionary operating expenses.
Our significant uses of fundsfunding requirements include a pending acquisition, operating expenses, non-cancelable operating lease obligations, capital expenditures, variable compensation and retirement plan contributions, share repurchases, dividend payments and debt service obligations.
We currently expect capital expenditures to approximate $60$80 to $70$90 in 20172018 compared to $93$61 in 2016.2017. This estimateamount includes investments in our global manufacturing operations, product development and the new Learning + Innovation Center in Munich. We closely manage capital spending to ensure we are making investments that we believe will sustain our business and preserve our ability to introduce innovative new products.
On December 20, 2016,19, 2017, we announced a quarterly dividend on our common stock of $0.12$0.1275 per share, or approximately $14.4,$15.1, to be paid in Q4 2017.2018. Future dividends will be subject to approval by our Board of Directors.
Critical Accounting Estimates
During Q3 2017,2018, there have been no changes in the items that we have identified as critical accounting estimates.
Recently Issued Accounting Standards
See Note 2 to the condensed consolidated financial statements.
Forward-looking Statements
From time to time, in written and oral statements, we discuss our expectations regarding future events and our plans and objectives for future operations. These forward-looking statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on current beliefs of management as well as assumptions made by, and information currently available to, us. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary from our expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events; changes in the legal and regulatory environment; our restructuring activities; changes in raw materials and commodity costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in this Report, our most recent Annual Report on Form 10-K 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.

Item 3.Quantitative and Qualitative Disclosures About Market Risk:
The nature of market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) faced by us as of November 25, 201624, 2017 is the same as disclosed in our Annual Report on Form 10-K for the year ended February 26, 201624, 2017. 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 Exchange Risk
During Q3 20172018, no material change in foreign exchange risk occurred.

Interest Rate Risk
During Q3 20172018, no material change in interest rate risk occurred.
Commodity Price Risk
During Q3 20172018, no material change in commodity price risk occurred.
Fixed Income and Equity Price Risk
During Q3 20172018, no material change in fixed income and equity price risk occurred.
Item 4.Controls and Procedures:
(a) Disclosure Controls and Procedures.  Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of November 25, 201624, 2017. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of November 25, 201624, 2017, our disclosure controls and procedures were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) ensuring that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Internal Control Over Financial Reporting.  There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during our third fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION
Item 1A.Risk Factors:
In our Annual Report on Form 10-K for the year ended February 26, 2016 and Quarterly Reports on Form 10-Q for the quarters ended May 27, 2016 and August 26, 2016, under the heading “We may be adversely affected by changes in raw material and commodity costs,” we disclosed certain risks relating to antidumping investigations which we believed could have had a negative impact on PolyVision’s profitability in 2017.  We now believe that the risks and costs relating to such investigation will not be material to the Company.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds:
Issuer Purchases of Equity Securities
The following is a summary of share repurchase activity during Q3 20172018:
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)
08/27/2016 - 09/30/2016133,100
$12.90
133,100
$139.9
10/01/2016 - 10/28/2016497,238
$13.47
440,342
$134.0
10/29/2016 - 11/25/2016560,606
$13.42
559,658
$126.5
Total1,190,944
(2)1,133,100
 
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)
8/26/2017 - 9/29/2017
$

$99.2
9/30/2017 - 10/27/201731,450
$14.82

$99.2
10/28/2017 - 11/24/20173,805
$14.37

$99.2
Total35,255
(2)
 

(1)In January 2016, the Board of Directors approved a share repurchase program permitting the repurchase of up to $150 of shares of our common stock. This program has no specific expiration date. On October 10, 2016,27, 2017, we entered into a stock repurchase agreement with a third party broker under which the broker iswas authorized to repurchase up to 52 million shares of our common stock on our behalf during the period from from October 11, 201627, 2017 through March 23, 2017, subject to certain price, market and volume constraints specified in the agreement. A similar22, 2018. The agreement with a broker expired on September 23, 2016, under which the broker was authorized to repurchase up to 4 million shares of our common stock. These agreements were established in accordance with Rule 10b5-1 of the Exchange Act. Shares purchased under the agreementsagreement are part of the Company's share repurchase program approved in January 2016.
(2)57,844All of these shares were repurchased to satisfy participants’ tax withholding obligations upon the vesting of equity awards, pursuant to the terms of our Incentive Compensation Plan.
Item 6.Exhibits:
See Exhibit Index.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STEELCASE INC. 


By: /s/  Mark T. Mossing
 Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Date: December 21, 201620, 2017

Exhibit Index
Exhibit
No.
Description
  
10.1Second Amended and Restated Credit Agreement, dated September 23, 2016, among Steelcase Inc., J.P. Morgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, HSBC Bank USA, National Association as Documentation Agent, and certain other lenders (1)
31.1
31.2
32.1
101.INSXBRL Instance Document
101.SCHXBRL Schema Document
101.CALXBRL Calculation Linkbase Document
101.LABXBRL Labels Linkbase Document
101.PREXBRL Presentation Linkbase Document
101.DEFXBRL Definition Linkbase Document
________________________
(1)Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on September 28, 2016 and incorporated herein by reference.





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