UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November ~~27, 2020~~26, 2021


or
☐						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.)
901 44th Street SE
Grand Rapids,	Michigan	49508
(Address of principal executive offices)		(Zip Code)

(616) 247-2710

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock	SCS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of December ~~18, 2020,~~16, 2021, Steelcase Inc. had ~~88,362,019~~87,021,731 shares of Class A Common Stock and ~~26,546,657~~25,074,494 shares of Class B Common Stock outstanding.

Table of Contents


STEELCASE INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED November ~~27, 2020~~26, 2021 INDEX


		Page No.

PART I	Financial Information	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended November 2726 , 2021 and November 2 7 , 2020 ~~and~~ ~~November 22, 2019~~	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended November 2 6 , 2021 and November 27 , 2020 ~~and~~ ~~November 22, 2019~~	2
	Condensed Consolidated Balance Sheets as of November 27 2 6 , ~~2020~~ 2021 and February ~~28, 2020~~26, 2021	3
	Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended November 27 2 6 , 2021 and November 2 7 , 2020 ~~and~~ ~~November 22, 2019~~	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 27 2 6 , 2021 and November 2 7 , 2020 ~~and~~ ~~November 22, 2019~~	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II	Other Information	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30
Signatures		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements:

STEELCASE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Revenue	Revenue	$	617.5	$	955.2	$	1,919.1	$	2,777.5	Revenue	$	738.2	$	617.5	$	2,019.6	$	1,919.1
Cost of sales	Cost of sales	437.3		639.1		1,339.7		1,869.5		Cost of sales	534.6		437.3		1,454.5		1,339.7
Restructuring costs	Restructuring costs	2.3		0		9.2		0		Restructuring costs	—		2.3		—		9.2
Gross profit	Gross profit	177.9		316.1		570.2		908.0		Gross profit	203.6		177.9		565.1		570.2
Operating expenses	Operating expenses	168.8		241.0		498.5		720.0		Operating expenses	187.7		168.8		547.1		498.5
Goodwill impairment charge	Goodwill impairment charge	0		0		17.6		0		Goodwill impairment charge	—		—		—		17.6
Restructuring costs	Restructuring costs	9.1		0		17.8		0		Restructuring costs	—		9.1		—		17.8
Operating income	Operating income	0		75.1		36.3		188.0		Operating income	15.9		—		18.0		36.3
Interest expense	Interest expense	(6.6)		(6.7)		(20.7)		(20.1)		Interest expense	(6.5)		(6.6)		(19.3)		(20.7)
Investment income	Investment income	0.2		1.3		1.2		3.8		Investment income	0.1		0.2		0.4		1.2
Other income, net	Other income, net	2.2		4.1		7.0		8.3		Other income, net	2.5		2.2		3.5		7.0
Income (loss) before income tax expense (benefit)	Income (loss) before income tax expense (benefit)	(4.2)		73.8		23.8		180.0		Income (loss) before income tax expense (benefit)	12.0		(4.2)		2.6		23.8
Income tax expense (benefit)	Income tax expense (benefit)	(6.3)		18.9		4.3		46.8		Income tax expense (benefit)	2.4		(6.3)		(3.6)		4.3
Net income	Net income	$	2.1	$	54.9	$	19.5	$	133.2	Net income	$	9.6	$	2.1	$	6.2	$	19.5
Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.02	$	0.46	$	0.17	$	1.11	Basic	$	0.08	$	0.02	$	0.05	$	0.17
Diluted	Diluted	$	0.02	$	0.46	$	0.17	$	1.11	Diluted	$	0.08	$	0.02	$	0.05	$	0.17
Dividends declared and paid per common share	Dividends declared and paid per common share	$	0.100	$	0.145	$	0.270	$	0.435	Dividends declared and paid per common share	$	0.145	$	0.100	$	0.390	$	0.270

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

STEELCASE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Net income	Net income	$	2.1	$	54.9	$	19.5	$	133.2	Net income	$	9.6	$	2.1	$	6.2	$	19.5
Other comprehensive income (loss), net:	Other comprehensive income (loss), net:									Other comprehensive income (loss), net:
Unrealized gain (loss) on investments	Unrealized gain (loss) on investments	0.3		(0.1)		0.2		(0.2)		Unrealized gain (loss) on investments	(0.1)		0.3		0.1		0.2
Pension and other post-retirement liability adjustments	Pension and other post-retirement liability adjustments	(0.3)		(1.1)		(1.1)		(1.6)		Pension and other post-retirement liability adjustments	0.4		(0.3)		0.7		(1.1)
Derivative amortization	Derivative amortization	0.3		0.3		0.7		0.7		Derivative amortization	0.3		0.3		0.7		0.7
Foreign currency translation adjustments	Foreign currency translation adjustments	7.2		6.4		20.7		(7.9)		Foreign currency translation adjustments	(13.3)		7.2		(25.1)		20.7
Total other comprehensive income (loss), net	Total other comprehensive income (loss), net	7.5		5.5		20.5		(9.0)		Total other comprehensive income (loss), net	(12.7)		7.5		(23.6)		20.5
Comprehensive income		$	9.6	$	60.4	$	40.0	$	124.2
Comprehensive income (loss)										Comprehensive income (loss)	$	(3.1)	$	9.6	$	(17.4)	$	40.0

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

STEELCASE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)


		(Unaudited)					(Unaudited)
		November 27, 2020		February 28, 2020			November 26, 2021		February 26, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	484.4	$	541.0	Cash and cash equivalents	$	275.2	$	489.8

Accounts receivable	Accounts receivable	283.6		381.8		Accounts receivable	341.8		279.0
Allowance for doubtful accounts	Allowance for doubtful accounts	(9.3)		(9.4)		Allowance for doubtful accounts	(8.5)		(8.7)
Inventories	Inventories	235.0		215.0		Inventories	286.1		193.5

Prepaid expenses	Prepaid expenses	19.3		21.6		Prepaid expenses	35.7		20.9

Income taxes receivable						Income taxes receivable	51.0		49.5
Other current assets	Other current assets	71.8		38.8		Other current assets	22.2		21.4
Total current assets	Total current assets	1,084.8		1,188.8		Total current assets	1,003.5		1,045.4
Property, plant and equipment, net of accumulated depreciation of $1,040.2 and $977.7		415.3		426.3
Property, plant and equipment, net of accumulated depreciation of $1,084.6 and $1,063.2						Property, plant and equipment, net of accumulated depreciation of $1,084.6 and $1,063.2	394.8		410.8
Company-owned life insurance ("COLI")	Company-owned life insurance ("COLI")	167.7		160.0		Company-owned life insurance ("COLI")	170.0		169.5
Deferred income taxes	Deferred income taxes	110.9		124.6		Deferred income taxes	119.7		113.3
Goodwill	Goodwill	215.3		233.6		Goodwill	242.7		218.1
Other intangible assets, net of accumulated amortization of $68.8 and $56.7		91.3		102.9
Other intangible assets, net of accumulated amortization of $82.4 and $73.3						Other intangible assets, net of accumulated amortization of $82.4 and $73.3	89.1		90.4
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	55.4		52.3		Investments in unconsolidated affiliates	50.6		51.5
Right-of-use operating lease assets	Right-of-use operating lease assets	213.1		237.9		Right-of-use operating lease assets	222.7		225.4
Other assets	Other assets	31.5		39.0		Other assets	25.7		29.6
Total assets	Total assets	$	2,385.3	$	2,565.4	Total assets	$	2,318.8	$	2,354.0
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	200.8	$	244.3	Accounts payable	$	257.8	$	181.3
Short-term borrowings and current portion of long-term debt	Short-term borrowings and current portion of long-term debt	2.6		2.9		Short-term borrowings and current portion of long-term debt	5.0		4.7
Current operating lease obligations	Current operating lease obligations	41.9		43.1		Current operating lease obligations	43.7		43.8
Accrued expenses:	Accrued expenses:					Accrued expenses:
Employee compensation	Employee compensation	95.2		191.7		Employee compensation	79.9		90.1
Employee benefit plan obligations	Employee benefit plan obligations	24.0		44.7		Employee benefit plan obligations	20.6		24.9
Accrued promotions	Accrued promotions	30.4		35.3		Accrued promotions	27.2		27.8
Customer deposits	Customer deposits	59.9		28.6		Customer deposits	56.2		33.7

Other	Other	114.2		100.3		Other	100.6		108.7
Total current liabilities	Total current liabilities	569.0		690.9		Total current liabilities	591.0		515.0
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt less current maturities	Long-term debt less current maturities	480.2		481.4		Long-term debt less current maturities	477.9		479.2
Employee benefit plan obligations	Employee benefit plan obligations	147.9		148.3		Employee benefit plan obligations	144.1		152.9
Long-term operating lease obligations	Long-term operating lease obligations	191.4		214.0		Long-term operating lease obligations	195.8		199.5
Other long-term liabilities	Other long-term liabilities	49.0		60.4		Other long-term liabilities	53.4		46.9
Total long-term liabilities	Total long-term liabilities	868.5		904.1		Total long-term liabilities	871.2		878.5
Total liabilities	Total liabilities	1,437.5		1,595.0		Total liabilities	1,462.2		1,393.5
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:

Additional paid-in capital	Additional paid-in capital	3.5		28.4		Additional paid-in capital	—		12.5
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(48.8)		(69.3)		Accumulated other comprehensive income (loss)	(63.6)		(40.0)
Retained earnings	Retained earnings	993.1		1,011.3		Retained earnings	920.2		988.0
Total shareholders’ equity	Total shareholders’ equity	947.8		970.4		Total shareholders’ equity	856.6		960.5
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,385.3	$	2,565.4	Total liabilities and shareholders’ equity	$	2,318.8	$	2,354.0

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

STEELCASE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in millions, except share and per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Changes in common shares outstanding:	Changes in common shares outstanding:									Changes in common shares outstanding:
Common shares outstanding, beginning of period	Common shares outstanding, beginning of period	114,776,546		117,243,960		117,202,000		116,766,610		Common shares outstanding, beginning of period	113,821,358		114,776,546		114,908,676		117,202,000
Common stock issuances	Common stock issuances	21,351		10,167		48,241		33,039		Common stock issuances	16,109		21,351		43,406		48,241
Common stock repurchases	Common stock repurchases	(44,201)		(177,123)		(3,288,795)		(524,379)		Common stock repurchases	(1,764,083)		(44,201)		(3,991,083)		(3,288,795)
Performance units issued as common stock		0		0		174,888		0
Restricted units issued as common stock		139,114		116,094		756,476		917,828
Performance and restricted stock units issued as common stock										Performance and restricted stock units issued as common stock	104,825		139,114		1,217,210		931,364
Common shares outstanding, end of period	Common shares outstanding, end of period	114,892,810		117,193,098		114,892,810		117,193,098		Common shares outstanding, end of period	112,178,209		114,892,810		112,178,209		114,892,810

Changes in paid-in capital (1):
Paid-in capital, beginning of period		$	1.7	$	26.5	$	28.4	$	16.4
Changes in additional paid-in capital (1):										Changes in additional paid-in capital (1):
Additional paid-in capital, beginning of period										Additional paid-in capital, beginning of period	$	—	$	1.7	$	12.5	$	28.4
Common stock issuances	Common stock issuances	0.2		0.2		0.6		0.6		Common stock issuances	0.2		0.2		0.6		0.6
Common stock repurchases	Common stock repurchases	(0.4)		(2.8)		(36.8)		(8.7)		Common stock repurchases	—		(0.4)		(27.7)		(36.8)
Performance units and restricted stock units expense		2.0		2.1		11.3		13.7
Other		0		0		0		4.0
Paid-in capital, end of period		3.5		26.0		3.5		26.0
Performance and restricted stock units expense (credit)										Performance and restricted stock units expense (credit)	(0.2)		2.0		14.6		11.3
Additional paid-in capital, end of period										Additional paid-in capital, end of period	—		3.5		—		3.5

Changes in accumulated other comprehensive income (loss):	Changes in accumulated other comprehensive income (loss):									Changes in accumulated other comprehensive income (loss):
Accumulated other comprehensive income (loss), beginning of period	Accumulated other comprehensive income (loss), beginning of period	(56.3)		(61.8)		(69.3)		(47.3)		Accumulated other comprehensive income (loss), beginning of period	(50.9)		(56.3)		(40.0)		(69.3)
Other comprehensive income (loss)	Other comprehensive income (loss)	7.5		5.5		20.5		(9.0)		Other comprehensive income (loss)	(12.7)		7.5		(23.6)		20.5

Accumulated other comprehensive income (loss), end of period	Accumulated other comprehensive income (loss), end of period	(48.8)		(56.3)		(48.8)		(56.3)		Accumulated other comprehensive income (loss), end of period	(63.6)		(48.8)		(63.6)		(48.8)

Changes in retained earnings:	Changes in retained earnings:									Changes in retained earnings:
Retained earnings, beginning of period	Retained earnings, beginning of period	1,002.7		924.5		1,011.3		880.7		Retained earnings, beginning of period	952.2		1,002.7		988.0		1,011.3
Net income	Net income	2.1		54.9		19.5		133.2		Net income	9.6		2.1		6.2		19.5
Dividends paid	Dividends paid	(11.7)		(17.4)		(31.8)		(51.9)		Dividends paid	(16.7)		(11.7)		(45.9)		(31.8)
Common stock repurchases	Common stock repurchases	—		0		(5.9)		0		Common stock repurchases	(23.1)		—		(26.3)		(5.9)
Performance and restricted stock units expense (credit)										Performance and restricted stock units expense (credit)	(1.8)		—		(1.8)		—
Retained earnings, end of period	Retained earnings, end of period	993.1		962.0		993.1		962.0		Retained earnings, end of period	920.2		993.1		920.2		993.1
Total shareholders' equity	Total shareholders' equity	$	947.8	$	931.7	$	947.8	$	931.7	Total shareholders' equity	$	856.6	$	947.8	$	856.6	$	947.8

(1)Shares of our Class A and Class B common stock have no par value; thus, there are no balances for common stock.

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

STEELCASE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


		Nine Months Ended					Nine Months Ended
		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	19.5	$	133.2	Net income	$	6.2	$	19.5
Depreciation and amortization	Depreciation and amortization	64.1		62.9		Depreciation and amortization	62.2		64.1
Goodwill impairment charge	Goodwill impairment charge	17.6		0		Goodwill impairment charge	—		17.6

Restructuring costs	Restructuring costs	27.0		0		Restructuring costs	—		27.0
Deferred income taxes	Deferred income taxes	17.9		13.9		Deferred income taxes	(9.6)		17.9

Non-cash stock compensation	Non-cash stock compensation	11.9		14.3		Non-cash stock compensation	13.4		11.9

Equity in income of unconsolidated affiliates	Equity in income of unconsolidated affiliates	(6.7)		(9.9)		Equity in income of unconsolidated affiliates	(4.4)		(6.7)
Dividends received from unconsolidated affiliates	Dividends received from unconsolidated affiliates	5.2		8.8		Dividends received from unconsolidated affiliates	4.7		5.2
Other	Other	(12.4)		(3.6)		Other	(19.5)		(12.4)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	105.2		(60.8)		Accounts receivable	(68.6)		105.2
Inventories	Inventories	(16.4)		(25.2)		Inventories	(93.4)		(16.4)

Other assets	Other assets	(22.9)		12.1		Other assets	(18.3)		(22.9)
Accounts payable	Accounts payable	(47.0)		41.6		Accounts payable	77.5		(47.0)
Employee compensation liabilities	Employee compensation liabilities	(130.5)		(8.8)		Employee compensation liabilities	(15.3)		(130.5)

Employee benefit obligations	Employee benefit obligations	(25.2)		(5.7)		Employee benefit obligations	(13.5)		(25.2)
Customer deposits	Customer deposits	30.4		6.2		Customer deposits	21.3		30.4

Accrued expenses and other liabilities	Accrued expenses and other liabilities	(0.5)		39.8		Accrued expenses and other liabilities	(1.8)		(0.5)
Net cash provided by operating activities		37.2		218.8
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	(59.1)		37.2
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(32.1)		(49.1)		Capital expenditures	(45.3)		(32.1)
Proceeds from disposal of fixed assets	Proceeds from disposal of fixed assets	7.3		1.0		Proceeds from disposal of fixed assets	17.4		7.3

Acquisition, net of cash acquired						Acquisition, net of cash acquired	(32.6)		—
Other	Other	7.0		2.0		Other	9.2		7.0
Net cash used in investing activities	Net cash used in investing activities	(17.8)		(46.1)		Net cash used in investing activities	(51.3)		(17.8)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Dividends paid	Dividends paid	(31.8)		(51.9)		Dividends paid	(45.9)		(31.8)
Common stock repurchases	Common stock repurchases	(42.7)		(8.7)		Common stock repurchases	(54.0)		(42.7)

Borrowings on lines of credit		250.0		0
Repayments on lines of credit		(250.0)		0

Borrowings on global committed bank facility						Borrowings on global committed bank facility	—		250.0
Repayments on global committed bank facility						Repayments on global committed bank facility	—		(250.0)
Other	Other	(2.1)		(3.5)		Other	(1.6)		(2.1)
Net cash used in financing activities	Net cash used in financing activities	(76.6)		(64.1)		Net cash used in financing activities	(101.5)		(76.6)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1.8		(0.8)		Effect of exchange rate changes on cash and cash equivalents	(1.6)		1.8
Net increase (decrease) in cash, cash equivalents and restricted cash		(55.4)		107.8
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(213.5)		(55.4)
Cash and cash equivalents and restricted cash, beginning of period (1)	Cash and cash equivalents and restricted cash, beginning of period (1)	547.1		264.8		Cash and cash equivalents and restricted cash, beginning of period (1)	495.6		547.1
Cash and cash equivalents and restricted cash, end of period (2)	Cash and cash equivalents and restricted cash, end of period (2)	$	491.7	$	372.6	Cash and cash equivalents and restricted cash, end of period (2)	$	282.1	$	491.7

(1)These amounts include restricted cash of ~~$6.1~~$5.8 and ~~$3.5~~$6.1 as of February ~~28, 2020~~26, 2021 and February ~~22, 2019,~~28, 2020, respectively.

(2)These amounts include restricted cash of ~~$7.3~~$6.9 and ~~$4.9~~$7.3 as of November ~~27, 2020~~26, 2021 and November ~~22, 2019,~~27, 2020, respectively.

Restricted cash primarily represents funds held in escrow for potential future workers’ compensation and product liability claims. Restricted cash is included as part of Other assets in the Condensed Consolidated Balance Sheets.

See accompanying notes to the condensed consolidated financial statements.

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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 ~~28, 2020~~26, 2021 (“Form 10-K”). The Condensed Consolidated Balance Sheet as of February ~~28, 2020~~26, 2021 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

~~Adoption of New~~We evaluate all Accounting Standards

~~In December 2019,~~ Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") ~~issued Accounting Standards Update ("ASU") No. 2019-12,~~ ~~Income Taxes (Topic 740), which is intended~~for consideration of their applicability to enhance various aspects of the accounting for income taxes. The new guidance updates the calculation of income taxes in an interim period when year-to-date losses exceed the anticipated loss for the year. We adopted this guidance in Q1 2021 on a prospective basis. The adoption of this guidance did not have a material effect on our consolidated financial statements.

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326)~~, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. We adopted this guidance in Q1 2021 using a modified retrospective transition approach. The adoption of this guidance did not have a material effect on our consolidated financial statements. We ~~estimate our allowance for doubtful accounts based upon several factors, including customer credit quality~~have assessed all ASUs issued but not yet adopted and historical write-off trends. We also use general information regarding industry trends, the economic environment and information gathered through our network of field-based employees. The adoption of this guidance didconcluded that those not ~~significantly impact our accounting policies~~disclosed are either not applicable to us or ~~methods utilized to determine the allowance for doubtful accounts.~~

~~Accounting Standards Issued But Not Yet Adopted~~

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715-20,~~ ~~Compensation - Retirement Benefits - Defined Benefit Plans - General~~. The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The amended guidance is effective for fiscal years ending after December 15, 2020. The adoption of this guidance will modify our disclosures but isare not expected to have a material effect on our consolidated financial statements.

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.REVENUE

Disaggregation of Revenue

The following table provides information about disaggregated revenue by product category for each of our reportable segments:


Product Category Data	Product Category Data	Three Months Ended				Nine Months Ended				Product Category Data	Three Months Ended				Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Americas	Americas									Americas
Desking, benching, systems and storage	Desking, benching, systems and storage	$	202.8	$	351.7	$	681.9	$	1,058.5	Desking, benching, systems and storage	$	240.1	$	202.8	$	669.5	$	681.9
Seating	Seating	121.3		197.3		412.8		588.6		Seating	143.0		121.3		426.7		412.8
Other (1)	Other (1)	92.3		141.9		286.8		359.6		Other (1)	117.2		92.3		303.7		286.8
EMEA	EMEA									EMEA
Desking, benching, systems and storage	Desking, benching, systems and storage	48.5		66.1		140.3		187.0		Desking, benching, systems and storage	62.2		48.5		158.7		140.3
Seating	Seating	61.7		60.7		138.5		174.0		Seating	61.1		61.7		150.7		138.5
Other (1)	Other (1)	33.1		41.6		89.9		122.9		Other (1)	44.9		33.1		121.3		89.9
Other	Other									Other
Desking, benching, systems and storage	Desking, benching, systems and storage	12.4		16.7		33.5		46.9		Desking, benching, systems and storage	13.8		12.4		39.1		33.5
Seating	Seating	17.2		21.4		48.1		65.3		Seating	21.3		17.2		52.0		48.1
Other (1)	Other (1)	28.2		57.8		87.3		174.7		Other (1)	34.6		28.2		97.9		87.3
		$	617.5	$	955.2	$	1,919.1	$	2,777.5		$	738.2	$	617.5	$	2,019.6	$	1,919.1

_______________________________________

(1)The Other product category data ~~by segment~~ consists primarily of products sold by consolidated dealers, textiles and surface materials, worktools, architecture, technology and other uncategorized product lines and services.

Reportable geographic information is as follows:


Reportable Geographic Revenue	Reportable Geographic Revenue	Three Months Ended				Nine Months Ended				Reportable Geographic Revenue	Three Months Ended							Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			Reportable Geographic Revenue	November 26, 2021			November 27, 2020					November 26, 2021				November 27, 2020
United States	United States	$	392.9	$	705.4	$	1,314.0	$	1,922.1				United States	$	474.6				$	392.9			$	1,327.4			$	1,314.0
Foreign locations	Foreign locations	224.6		249.8		605.1		855.4						Foreign locations		263.6					224.6				692.2				605.1
		$	617.5	$	955.2	$	1,919.1	$	2,777.5							$	738.2				$	617.5			$	2,019.6			$	1,919.1

Contract Balances

At times, we receive payments from customers before revenue is recognized, resulting in the recognition of a contract liability (Customer deposits) presented in the Condensed Consolidated Balance Sheets.

Changes in the Customer deposits balance during the nine months ended November ~~27, 2020~~26, 2021 are as follows:


	Customer Deposits
Balance as of February ~~28, 2020~~26, 2021	$	~~28.6~~33.7
Recognition of revenue related to beginning of year customer deposits	~~(25.7)~~(30.7)
Customer deposits received, net of revenue recognized during the period	~~57.0~~53.2
Balance as of November ~~27, 2020~~26, 2021	$	~~59.9~~56.2

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.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 Ended Nine Months Ended
Computation of Earnings per Share November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Net income $ 2.1 $ 54.9 $ 19.5 $ 133.2
Adjustment for earnings attributable to participating securities 0 (1.1) (0.4) (2.6)
Net income used in calculating earnings per share $ 2.1 $ 53.8 $ 19.1 $ 130.6
Weighted-average common shares outstanding including participating securities (in millions) 117.7 119.5 117.4 119.6
Adjustment for participating securities (in millions) (2.9) (2.3) (2.5) (2.3)
Shares used in calculating basic earnings per share (in millions) 114.8 117.2 114.9 117.3
Effect of dilutive stock-based compensation (in millions) 0.3 0.6 0.3 0.5
Shares used in calculating diluted earnings per share (in millions) 115.1 117.8 115.2 117.8
Earnings per share:
Basic $ 0.02 $ 0.46 $ 0.17 $ 1.11
Diluted $ 0.02 $ 0.46 $ 0.17 $ 1.11
Total common shares outstanding at period end (in millions) 114.9 117.2 114.9 117.2
Anti-dilutive performance units excluded from the computation of diluted earnings per share (in millions) 0 0 0 0


Computation of Earnings Per Share	Three Months Ended November 26, 2021						Three Months Ended November 27, 2020
	Net Income		Basic Shares (in millions)		Diluted Shares (in millions)		Net Income		Basic Shares (in millions)		Diluted Shares (in millions)
Amounts used in calculating earnings per share	$	9.6	116.0		116.3		$	2.1	117.7		118.0
Impact of participating securities	(0.3)		(3.2)		(3.2)		—		(2.9)		(2.9)
Amounts used in calculating earnings per share, excluding participating securities	$	9.3	112.8		113.1		$	2.1	114.8		115.1

Earnings per share			$	0.08	$	0.08			$	0.02	$	0.02

There were no anti-dilutive performance units excluded from the computation of diluted earnings per share for the three months ended November 26, 2021 and November 27, 2020.


Computation of Earnings Per Share	Nine Months Ended November 26, 2021						Nine Months Ended November 27, 2020
	Net Income		Basic Shares (in millions)		Diluted Shares (in millions)		Net Income		Basic Shares (in millions)		Diluted Shares (in millions)
Amounts used in calculating earnings per share	$	6.2	117.4		117.8		$	19.5	117.4		117.7
Impact of participating securities	(0.2)		(3.0)		(3.0)		(0.4)		(2.5)		(2.5)
Amounts used in calculating earnings per share, excluding participating securities	$	6.0	114.4		114.8		$	19.1	114.9		115.2

Earnings per share			$	0.05	$	0.05			$	0.17	$	0.17

There were no anti-dilutive performance units excluded from the computation of diluted earnings per share for the nine months ended November 26, 2021 and November 27, 2020.

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.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 ~~27, 2020:~~26, 2021:

Unrealized gain (loss) on investments Pension and other post-retirement liability adjustments Derivative amortization Foreign currency translation adjustments Total
Balance as of August 28, 2020 $ (0.2) $ (3.9) $ (8.2) $ (44.0) $ (56.3)
Other comprehensive income (loss) before reclassifications 0.3 (0.1) 0 7.2 7.4
Amounts reclassified from accumulated other comprehensive income (loss) 0 (0.2) 0.3 0 0.1
Net current period other comprehensive income (loss) 0.3 (0.3) 0.3 7.2 7.5
Balance as of November 27, 2020 $ 0.1 $ (4.2) $ (7.9) $ (36.8) $ (48.8)


	Unrealized gain (loss) on investments		Pension and other post-retirement liability adjustments		Derivative amortization		Foreign currency translation adjustments		Total
Balance as of August 27, 2021	$	0.5	$	(6.3)	$	(7.2)	$	(37.9)	$	(50.9)
Other comprehensive income (loss) before reclassifications	(0.1)		0.4		—		(13.3)		(13.0)
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		0.3		—		0.3
Net other comprehensive income (loss) during the period	(0.1)		0.4		0.3		(13.3)		(12.7)
Balance as of November 26, 2021	$	0.4	$	(5.9)	$	(6.9)	$	(51.2)	$	(63.6)

The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the nine months ended November 26, 2021:


	Unrealized gain (loss) on investments		Pension and other post-retirement liability adjustments		Derivative amortization		Foreign currency translation adjustments		Total
Balance as of February 26, 2021	$	0.3	$	(6.6)	$	(7.6)	$	(26.1)	$	(40.0)
Other comprehensive income (loss) before reclassifications	0.1		0.8		—		(25.1)		(24.2)
Amounts reclassified from accumulated other comprehensive income (loss)	—		(0.1)		0.7		—		0.6
Net other comprehensive income (loss) during the period	0.1		0.7		0.7		(25.1)		(23.6)
Balance as of November 26, 2021	$	0.4	$	(5.9)	$	(6.9)	$	(51.2)	$	(63.6)

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table ~~summarizes the changes in accumulated balances of other comprehensive income (loss) for the nine months ended November 27, 2020:~~

Unrealized gain (loss) on investments Pension and other post-retirement liability adjustments Derivative amortization Foreign currency translation adjustments Total
Balance as of February 28, 2020 $ (0.1) $ (3.1) $ (8.6) $ (57.5) $ (69.3)
Other comprehensive income (loss) before reclassifications 0.2 (0.4) 0 20.7 20.5
Amounts reclassified from accumulated other comprehensive income (loss) 0 (0.7) 0.7 0 0
Net current period other comprehensive income (loss) 0.2 (1.1) 0.7 20.7 20.5
Balance as of November 27, 2020 $ 0.1 $ (4.2) $ (7.9) $ (36.8) $ (48.8)

~~The following table~~ provides details about reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended November ~~27, 2020~~26, 2021 and November ~~22, 2019:~~27, 2020:


Detail of Accumulated Other Comprehensive Income (Loss) Components	Detail of Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line in the Condensed Consolidated Statements of Income		Detail of Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)																	Affected Line in the Condensed Consolidated Statements of Income
		Three Months Ended				Nine Months Ended					Detail of Accumulated Other Comprehensive Income (Loss) Components		Three Months Ended										Nine Months Ended				Affected Line in the Condensed Consolidated Statements of Income
		November 27, 2020		November 22, 2019			November 27, 2020						November 22, 2019		Detail of Accumulated Other Comprehensive Income (Loss) Components	November 26, 2021					November 27, 2020			November 26, 2021							Affected Line in the Condensed Consolidated Statements of Income
Amortization of pension and other post-retirement liability adjustments
Actuarial losses (gains)		$	(0.3)	$	(0.8)			$	(0.9)				$	(2.3)				Other income, net

Amortization of pension and other post-retirement actuarial losses (gains)																				Amortization of pension and other post-retirement actuarial losses (gains)	$	(0.1)		$	(0.3)					$		(0.2)		$	(0.9)		Other income, net
Prior service cost (credit)	Prior service cost (credit)	0		(0.1)				(0.1)				(0.2)							Other income, net		Prior service cost (credit)		—			—						—			(0.1)			Other income, net
Income tax expense																				Income tax expense	0.1			0.1				0.1				0.3				Income tax expense (benefit)
																					—			(0.2)				(0.1)				(0.7)

Derivative amortization																				Derivative amortization	0.4			0.4				1.0				1.0				Interest expense
Income tax benefit																				Income tax benefit	(0.1)			(0.1)				(0.3)				(0.3)				Income tax expense (benefit)
		0.1		0.4				0.3				0.7					Income tax expense (benefit)				0.3			0.3				0.7				0.7
		(0.2)		(0.5)				(0.7)				(1.8)

Derivative amortization		0.4		0.4				1.0				1.0					Interest expense
		(0.1)		(0.1)				(0.3)				(0.3)					Income tax expense (benefit)
		0.3		0.3				0.7				0.7

Realized gain on sale of investment		0		0				0				(0.7)					Investment income
		0		0				0				0.2					Income tax expense (benefit)
		0		0				0				(0.5)

Total reclassifications	Total reclassifications	$	0.1	$	(0.2)			$	0			$	(1.6)							Total reclassifications	$	0.3		$	0.1			$	0.6			$	—

910

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.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 foreign exchange forward contracts and long-term investments are measured at fair value in the Condensed Consolidated Balance Sheets.

Our total debt is carried at cost and was ~~$482.8~~$482.9 and ~~$484.3~~$483.9 as of November ~~27, 2020~~26, 2021 and February ~~28, 2020,~~26, 2021, 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 ~~$556.7~~$552.4 and ~~$560.0~~$568.1 as of November ~~27, 2020~~26, 2021 and February ~~28, 2020,~~26, 2021, 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.

Assets and liabilities measured at fair value as of November ~~27, 2020~~26, 2021 and February ~~28, 2020~~26, 2021 are summarized below:


		November 27, 2020									November 26, 2021
Fair Value of Financial Instruments	Fair Value of Financial Instruments	Level 1		Level 2		Level 3		Total		Fair Value of Financial Instruments	Level 1		Level 2		Level 3		Total
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	484.4	$	0	$	0	$	484.4	Cash and cash equivalents	$	274.1	$	—	$	—	$	274.1
Restricted cash	Restricted cash	7.3		0		0		7.3		Restricted cash	6.9		—		—		6.9

Foreign exchange forward contracts	Foreign exchange forward contracts	0		3.1		0		3.1		Foreign exchange forward contracts	—		0.2		—		0.2
Auction rate securities		0		0		2.4		2.4
Auction rate security										Auction rate security	—		—		2.7		2.7

		$	491.7	$	3.1	$	2.4	$	497.2		$	281.0	$	0.2	$	2.7	$	283.9
Liabilities:	Liabilities:									Liabilities:
Foreign exchange forward contracts	Foreign exchange forward contracts	$	0	$	(0.8)	$	0	$	(0.8)	Foreign exchange forward contracts	$	—	$	(2.1)	$	—	$	(2.1)
		$	0	$	(0.8)	$	0	$	(0.8)

											$	—	$	(2.1)	$	—	$	(2.1)

		February 28, 2020									February 26, 2021
Fair Value of Financial Instruments	Fair Value of Financial Instruments	Level 1		Level 2		Level 3		Total		Fair Value of Financial Instruments	Level 1		Level 2		Level 3		Total
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	541.0	$	0	$	0	$	541.0	Cash and cash equivalents	$	489.8	$	—	$	—	$	489.8
Restricted cash	Restricted cash	6.1		0		0		6.1		Restricted cash	5.8		—		—		5.8

Foreign exchange forward contracts	Foreign exchange forward contracts	0		1.2		0		1.2		Foreign exchange forward contracts	—		1.1		—		1.1
Auction rate securities		0		0		2.1		2.1
Auction rate security										Auction rate security	—		—		2.6		2.6

		$	547.1	$	1.2	$	2.1	$	550.4		$	495.6	$	1.1	$	2.6	$	499.3
Liabilities:	Liabilities:									Liabilities:
Foreign exchange forward contracts	Foreign exchange forward contracts	$	0	$	(0.5)	$	0	$	(0.5)	Foreign exchange forward contracts	$	—	$	(0.8)	$	—	$	(0.8)
		$	0	$	(0.5)	$	0	$	(0.5)		$	—	$	(0.8)	$	—	$	(0.8)

Below is a roll-forward of assets and liabilities measured at fair value using Level 3 inputs for the nine months ended November ~~27, 2020:~~26, 2021:

Roll-Forward of Fair Value Using Level 3 Inputs

Auction Rate ~~Securities~~Security

Balance as of February ~~28, 2020~~26, 2021

~~2.1~~2.6

Unrealized gain on ~~investments~~investment

~~0.3~~0.1

Balance as of November ~~27, 2020~~26, 2021

~~2.4~~2.7

1011

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.INVENTORIES


Inventories	Inventories	November 27, 2020		February 28, 2020		Inventories	November 26, 2021		February 26, 2021
Raw materials and work-in-process	Raw materials and work-in-process	$	130.8	$	122.0	Raw materials and work-in-process	$	162.8	$	126.0
Finished goods	Finished goods	123.3		112.8		Finished goods	151.3		86.4
		254.1		234.8			314.1		212.4
Revaluation to LIFO	Revaluation to LIFO	19.1		19.8		Revaluation to LIFO	28.0		18.9
		$	235.0	$	215.0		$	286.1	$	193.5

The portion of inventories determined by the LIFO method was ~~$106.5~~$125.1 and ~~$93.8~~$89.1 as of November ~~27, 2020~~26, 2021 and February ~~28, 2020,~~26, 2021, respectively.

8.~~GOODWILL~~

~~A summary of the changes in goodwill balances during the nine months ended November 27, 2020, by reportable segment, are as follows:~~

Goodwill Americas EMEA Other Total
Goodwill $ 206.1 $ 283.5 $ 47.9 $ 537.5
Accumulated impairment losses (1.7) (265.0) (37.2) (303.9)
Balance as of February 28, 2020 204.4 18.5 10.7 233.6
Impairment charge (1) 0 (17.6) 0 (17.6)
Currency translation adjustments 0.2 (0.9) 0 (0.7)
Goodwill 206.3 282.6 47.9 536.8
Accumulated impairment losses (1.7) (282.6) (37.2) (321.5)
Balance as of November 27, 2020 $ 204.6 $ 0 $ 10.7 $ 215.3

~~_______________________________________~~

~~(1)In Q1 2021, we recorded a goodwill impairment charge in the EMEA segment related to the Orangebox U.K. reporting unit.~~

We evaluate goodwill for impairment annually in Q4, or earlier if conditions indicate it is necessary. In Q1 2021, we determined that a triggering event occurred which resulted in an interim impairment evaluation of goodwill for each of our reporting units. During Q1 2021, the market price of our Class A Common Stock declined significantly in connection with overall stock market trends related to the global economic impact of the COVID-19 pandemic. The reduction in revenue in Q1 2021 and changes to our forecasted revenue growth rates and expected operating margins related to the economic disruption of the COVID-19 pandemic were also factors that led to the completion of our interim impairment analysis.

For goodwill, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss. We estimate the fair value of our reporting units using the income approach, which calculates the fair value of each reporting unit based on the present value of its estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. For the evaluation that we conducted in Q1 2021, such conditions included the deterioration of industry and market conditions driven by the COVID-19 pandemic. The discount rates used are based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting units' ability to execute on the projected cash flows. In certain circumstances, we corroborate the results determined using the income approach with a market-based approach that uses observable comparable company information to support the appropriateness of the fair value estimates.

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~~STEELCASE INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

As a result of our goodwill impairment testing, we determined that the carrying value of the Orangebox U.K. reporting unit (included in the EMEA segment) exceeded its fair value, resulting in a $17.6 goodwill impairment charge in Q1 2021. Following the charge, the reporting unit had no remaining goodwill. During Q1 2021, we also tested the recoverability of the Orangebox U.K. long-lived assets (other than goodwill) and concluded that those assets were not impaired.

For each of our other reporting units, we determined that the fair value of the reporting unit substantially exceeded its carrying value, and no goodwill impairment existed. We also determined that no impairment existed related to the long-lived asset groups for any of our other reporting units.

9.~~SHORT-TERM BORROWINGS~~

Our $250.0 committed unsecured revolving syndicated credit facility expires in 2025. At our option, and subject to certain conditions, we may increase the aggregate commitment under the facility by up to $125.0 by obtaining at least one commitment from one or more lenders. During Q1 2021, we borrowed $250.0 under the facility and repaid $5.0. During Q2 2021, we repaid the remaining balance of $245.0 under the facility, and there were no borrowings outstanding under the facility as of November 27, 2020.

~~The facility does not include any restrictions on cash dividend payments or share repurchases. As of November 27, 2020, we were in compliance with all covenants under the facility.~~

~~10.INCOME TAXES~~

In Q1 2021, the U.S. government enacted tax legislation to provide economic stimulus and support to businesses during the COVID-19 pandemic, referred to as the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). In connection with our analysis of the impact of the CARES Act, we recorded a net tax benefit of $8.7 during the ~~nine months ended November 27, 2020, driven primarily by provisions~~ ~~within the CARES Act which enable companies to carry back tax losses to years prior to the enactment of the Tax Cuts and Jobs Act when the federal statutory income tax rate was 35%.~~

We have historically calculated the provision for income tax expense (benefit) during interim periods by applying an estimate of the annualized effective tax rate for the full fiscal year to the pre-tax income (loss) for the year-to-date period. In Q1 2021, we utilized the year-to-date actual effective tax rate to calculate our income tax expense (benefit), as we determined that it was the most reliable estimate of the annual effective tax rate. In Q2 2021 and Q3 2021, as a result of improved pre-tax income, we applied the estimated annualized effective tax rate for the fiscal year to pre-tax income for the year-to-date period to calculate our income tax expense.

~~11.~~SHARE-BASED COMPENSATION

Performance Units

~~During the nine months ended November 27, 2020, we~~We have issued ~~two sets of~~ performance units (“PSUs”) to certain ~~employees. The first set, consisting of 303,973 PSUs, will be earned at the end of 2021 (the “2021 Short-Term PSUs”), and the second set, consisting of 529,500 PSUs, will be~~employees which are earned over a three-year performance period ~~of 2021 through 2023 (the “2021 Long-Term PSUs”). The 2021 Short-Term PSUs will be earned~~ based on our Compensation Committee’s qualitative assessment of management’s performance in 2021 in a number of specified areas (collectively, the “2021 Performance Measures”). The 2021 Long-Term PSUs will be earned based on achievement of certain performance conditions ~~and~~established annually by the Compensation Committee within the first three months of the applicable fiscal year. The PSUs are then modified based on achievement of certain total shareholder return results relative to a comparison group of ~~companies. The~~companies, which is a market condition. When the performance conditions for a fiscal year are established, or if the performance conditions involve a qualitative assessment and such assessment has been made, one-third of the PSUs issued are considered granted. Therefore, each of the three fiscal years within the performance period is considered an individual tranche of the award (referred to as "Tranche 1," "Tranche 2" and "Tranche 3," respectively).

As of November 26, 2021, ~~Long-Term~~the following PSUs ~~consist~~have been issued and remained outstanding:

•448,300 PSUs to be earned over a three-year performance period of 2022 through 2024 (the "2022 PSUs"),

•529,500 PSUs to be earned over a three-year performance period of 2021 through 2023 (the "2021 PSUs") and

•296,600 PSUs to be earned over a three-year performance period of 2020 through 2022 (the "2020 PSUs").

In Q1 2022, the performance conditions were established for Tranche 1 of the 2022 PSUs, Tranche 2 of the 2021 ~~Performance Measures~~PSUs and Tranche 3 of the 2020 PSUs. Accordingly, one-third of each of these PSUs were considered granted in Q1 2022.

In Q1 2021, the performance conditions were established for ~~2022~~Tranche 1 of the 2021 PSUs and ~~2023~~Tranche 2 of the 2020 PSUs. These performance conditions involved a qualitative assessment which ~~will be established~~was made by the Compensation Committee in ~~future periods. Due to the qualitative assessment,~~Q4 2021. Accordingly, one-third of each of these ~~awards are not~~PSUs were considered granted ~~under GAAP. When~~in Q4 2021.

In Q1 2020, the ~~Compensation Committee determines whether or not, and to what extent,~~performance conditions were established for Tranche 1 of the ~~2021 Performance Measures have been met, the 2021 Short-Term PSUs and~~2020 PSUs. Accordingly, one-third of the ~~2021 Long-Term~~2020 PSUs ~~will be~~were considered ~~granted.~~ granted in Q1 2020.

Once granted, the ~~expense for these awards will be determined based on the target achieved~~PSUs are expensed and ~~the fair value of the market condition on the grant date. The expense will be~~ recorded in Additional paid-in capital on the Condensed Consolidated Balance Sheets over the remaining performance period. For participants who are or become retirement-eligible during the performance period, ~~if any.~~the PSUs are expensed over the period ending on the date the participant becomes retirement-eligible.

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~During~~We used the ~~nine months ended November 22, 2019, we issued 296,600 PSUs~~Monte Carlo simulation model to certain employees which will be earned over a three-year performance period of 2020 through 2022 (the “2020 Long-Term PSUs”). The 2020 Long-Term PSUs will be earned based on achievement of certain performance conditions and then modified based on achievement of certain total shareholder return results relative to a comparison group of companies. The performance conditions for the first year of the performance period were established in Q1 2020, and accordingly, 98,867 of the 2020 Long-Term PSUs were considered granted in Q1 2020. The 2021 Performance Measures have been established as the performance conditions for the second year of the performance period of the 2020 Long-Term PSUs, and accordingly, no additional portion of such awards have been considered granted. When the Compensation Committee determines whether or not, and to what extent, the 2021 Performance Measures have been met, an additional one-third of these awards will be considered granted. Once granted, the expense for these awards will be determined based on the target achieved andcalculate the fair value of the market ~~condition~~conditions on the respective grant dates, which resulted in a fair value of $6.1, $3.7 and $1.6 for the PSUs with market conditions granted in 2022, 2021 and 2020, respectively. The Monte Carlo simulation was computed using the following assumptions:


	FY22 Award		FY21 Award				FY20 Award
	Tranche 1		Tranche 2		Tranche 1		Tranche 3		Tranche 2		Tranche 1
Risk-free interest rate (1)	0.3	%	0.2	%	0.2	%	0.1	%	0.1	%	2.3	%
Expected term	3 years		2 years		2 years		1 year		1 year		3 years
Estimated volatility (2)	53.5	%	61.3	%	58.1	%	56.1	%	74.1	%	32.5	%

(1)Based on the U.S. Government bond benchmark on the grant date. ~~The expense will be recorded in~~

(2)~~Additional paid-in capital~~ onRepresents the ~~Condensed Consolidated Balance Sheets over~~historical price volatility of our Class A Common Stock for the ~~remaining performance~~three-year period. ~~The performance conditions for 2022 for these awards will be established by the Compensation Committee in future periods.~~

The total PSU expense (credit) and associated tax benefit (expense) for all outstanding awards for the three and nine months ended November ~~27, 2020~~26, 2021 and November ~~22, 2019~~27, 2020 are as follows:

Three Months Ended Nine Months Ended
Performance Units November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Expense $ 0.1 $ 0.3 $ 0.4 $ 2.0
Tax benefit 0 0 0.1 0.5


	Three Months Ended				Nine Months Ended
Performance Units	November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Expense (credit)	$	(4.1)	$	0.1	$	1.5	$	0.4
Tax benefit (expense)	(1.0)		—		0.4		0.1

As of November ~~27, 2020,~~26, 2021, there was ~~$0.2~~$0.3 of remaining unrecognized compensation ~~cost~~expense related to granted nonvested PSUs, which is expected to be recognized over a remaining weighted-average period of ~~1.0~~1.4 years.

~~There were no~~The PSU ~~grants, vestings or forfeitures~~activity for the nine months ended November ~~27, 2020.~~26, 2021 is as follows:


Maximum Number of Shares That May Be Issued Under Nonvested Units	Total	Weighted-Average Grant Date Fair Value per Unit
Nonvested as of February 26, 2021	898,156	$	14.06
Granted	1,019,517	14.38

Nonvested as of November 26, 2021	1,917,673	$	14.23

Restricted Stock Units

During the nine months ended November ~~27, 2020,~~26, 2021, we awarded ~~1,371,077~~1,155,818 restricted stock units ("RSUs") to certain employees. RSUs have restrictions on transfer which lapse three years after the date of grant, at which time the RSUs 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 shares on the date of grant. For participants who are or become retirement-eligible during the service period, the RSUs are expensed over the period ending on the date the participant becomes retirement-eligible.

The total RSU expense and associated tax benefit for all outstanding awards for the three and nine months ended November ~~27, 2020~~26, 2021 and November ~~22, 2019~~27, 2020 are as follows:

Three Months Ended Nine Months Ended
Restricted Stock Units November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Expense $ 1.9 $ 1.8 $ 10.9 $ 11.7
Tax benefit 0.5 0.5 2.8 3.1

~~As of November 27, 2020, there was $8.1 of remaining unrecognized compensation cost related to nonvested RSUs, which is expected to be recognized over a weighted-average period of 2.0 years.~~


	Three Months Ended				Nine Months Ended
Restricted Stock Units	November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Expense	$	2.1	$	1.9	$	11.3	$	10.9
Tax benefit	0.5		0.5		2.8		2.8

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of November 26, 2021, there was $10.6 of remaining unrecognized compensation expense related to nonvested RSUs, which is expected to be recognized over a weighted-average period of 2.1 years.

The RSU activity for the nine months ended November ~~27, 2020~~26, 2021 is as follows:


Nonvested Units	Nonvested Units	Total	Weighted-Average Grant Date Fair Value per Unit		Nonvested Units	Total	Weighted-Average Grant Date Fair Value per Unit
Nonvested as of February 28, 2020		1,761,124	$	15.28
Nonvested as of February 26, 2021					Nonvested as of February 26, 2021	2,285,965	$	12.11
Granted	Granted	1,371,077	9.49		Granted	1,155,818	13.89
Vested	Vested	(149,625)	15.12		Vested	(121,384)	12.95
Forfeited	Forfeited	(42,668)	14.34		Forfeited	(65,085)	12.92
Nonvested as of November 27, 2020		2,939,908	$	12.60
Nonvested as of November 26, 2021					Nonvested as of November 26, 2021	3,255,314	$	12.58

~~12.~~9. LEASES

We have operating leases for corporate offices, sales offices, showrooms, manufacturing facilities, vehicles and equipment that expire at various dates through ~~2031.~~2035. Certain lease agreements include contingent rental payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others include rental payments adjusted periodically for inflationary indexes. Additionally, some leases include options to renew or terminate the leases which can be exercised at our discretion. The lease terms utilized in determining right-of-use assets and lease liabilities include the noncancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. Our leases do not contain any residual value guarantees or material restrictive covenants. As most of our leases do not provide an implicit discount rate, we use an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The estimated incremental borrowing rate represents the estimated rate of interest we would have had to pay to borrow on a collateralized basis an amount equal to the lease payments for a similar period of time.

As a result of the COVID-19 pandemic, the FASB staff issued a question and answer document (the "Staff Q&A") on the application of lease accounting guidance related to lease concessions provided as a result of the pandemic. The Staff Q&A provides interpretive guidance allowing companies the option to account for lease concessions related to the pandemic consistent with how those concessions would be accounted for under ASU 2016-02, ~~Leases (Topic 842)~~, as though enforceable rights and obligations for those concessions existed at the beginning of the contract (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). This interpretive guidance was issued in order to reduce the costs and complexities of applying lease modification accounting under Topic 842 to leases impacted by the effects of the pandemic. We have elected to apply the interpretive guidance provided in the Staff Q&A to rent deferrals and abatements received related to the pandemic. Accordingly, we have not remeasured the related right-of-use asset or lease liability for the affected leases. The lease concessions were not material for the nine months ended November 27, 2020.

The components of lease expense are as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended			Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019		November 26, 2021	November 27, 2020		November 26, 2021		November 27, 2020
Operating lease cost	Operating lease cost	$	12.8	$	13.0	$	38.8	$	37.6			Operating lease cost	$	13.2	$	12.8	$	39.5	$	38.8
Sublease rental income	Sublease rental income	(0.7)		(0.4)		(1.6)		(0.8)				Sublease rental income	(0.5)		(0.7)		(1.4)		(1.6)
		$	12.1	$	12.6	$	37.2	$	36.8				$	12.7	$	12.1	$	38.1	$	37.2

Supplemental cash flow and other information related to leases are as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019			November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Cash flow information:	Cash flow information:									Cash flow information:
Operating cash flows used for operating leases	Operating cash flows used for operating leases	$	12.6	$	9.5	$	37.3	$	32.9	Operating cash flows used for operating leases	$	13.6	$	12.6	$	40.4	$	37.3
Leased assets obtained in exchange for new operating lease obligations	Leased assets obtained in exchange for new operating lease obligations	$	0.7	$	25.6	$	2.6	$	83.8	Leased assets obtained in exchange for new operating lease obligations	$	17.0	$	0.7	$	34.3	$	2.6

November 26,
2021

November 27,
2020

Other information:

Weighted-average remaining term

6.2 years

6.7 years

Weighted-average discount rate

3.6

4.0

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

November 27,
2020 November 22,
2019
Other information:
Weighted-average remaining term 6.7 years 7.4 years
Weighted-average discount rate 4.0 % 4.1 %

The following table summarizes the future minimum lease payments as of November ~~27, 2020:~~26, 2021:


Fiscal year ending in February	Fiscal year ending in February	Amount (1)		Fiscal year ending in February	Amount (1)
2021		$	12.6
2022	2022	48.6		2022	$	13.1
2023	2023	42.0		2023	50.2
2024	2024	36.6		2024	45.8
2025	2025	34.2		2025	43.2
2026				2026	34.2
Thereafter	Thereafter	92.6		Thereafter	81.3
Total lease payments	Total lease payments	266.6		Total lease payments	$	267.8
Less interest		33.3
Less: Interest				Less: Interest	28.3
Present value of lease liabilities	Present value of lease liabilities	$	233.3	Present value of lease liabilities	$	239.5

(1)Lease payments include options to extend lease terms that are reasonably certain of being exercised. The payments exclude legally binding minimum lease payments for leases signed but not yet commenced.

~~13.~~10.ACQUISITIONS

Viccarbe Habitat, S.L.

In Q3 2022, we acquired Viccarbe Habitat, S.L. ("Viccarbe"), a Spanish designer of contemporary furniture for high-performance collaborative and social spaces. The transaction included the purchase of all the outstanding capital stock of Viccarbe for $34.9 (or €30.0), less an adjustment for working capital estimated at $1.5 (or €1.3), in an all-cash transaction using cash on-hand. An additional amount of $15.1 (or €13.0) is payable to the sellers based upon the achievement of certain sales and operating income targets over a three year period. This amount was considered to be contingent consideration and was treated for accounting purposes as part of the total purchase price of the acquisition. We used the Monte Carlo simulation model to calculate the fair value of the contingent consideration as of the acquisition date, which represents a Level 3 measurement. As a result, we recorded a related liability of $4.9 (or €4.2). An additional amount of $7.0 (or €6.0) is also payable to the sellers based upon the achievement of certain milestones and continued employment over a five year period, which will be expensed over the service period on a straight-line basis.

Tangible assets and liabilities of Viccarbe were valued as of the acquisition date using a market analysis and intangible assets were valued using a discounted cash flow analysis, which represents a Level 3 measurement. On the acquisition date, we recorded $11.7 related to identifiable intangible assets, $25.6 related to goodwill and $5.3 related to tangible assets. The tangible assets mainly consisted of working capital (primarily accounts receivable, inventory and accounts payable), property, plant and equipment and deferred tax liabilities. The goodwill was recorded in the EMEA segment and is not deductible for income tax purposes in Spain. The goodwill resulting from the acquisition is primarily related to the growth potential of Viccarbe and our intention to expand the manufacturing of Viccarbe products in geographic regions outside of EMEA and offer Viccarbe products through our global distribution network. Intangible assets are principally related to the Viccarbe trade name, dealer relationships and internally developed know-how and designs, which will be amortized over periods ranging from 9 to 13 years from the date of acquisition. The purchase price allocation for the acquisition was incomplete as of November 26, 2021. The amounts recognized related to the purchase price allocation will be finalized no later than one year after the acquisition date.

The following table summarizes the acquired identified intangible assets and the respective fair value and useful life of each asset at the date of acquisition:

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Other Intangible Assets	Useful Life (Years)	Fair Value

Trademark	9.0	$	4.6
Dealer relationships	13.0	3.8
Know-how/designs	9.0	3.3
		$	11.7

The fair value of the acquired intangible assets will be amortized on a straight-line basis over the remaining useful life. The estimated amortization expense for the next five years is as follows:


Fiscal Year Ending in February	Amount
2022	$	0.4
2023	1.1
2024	1.1
2025	1.2
2026	1.1
	$	4.9

11. REPORTABLE SEGMENTS

Our reportable segments consist of the Americas segment, the EMEA segment and the Other category. Unallocated corporate ~~costs~~expenses are reported as Corporate.

The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of ~~integrated architecture,~~ furniture, architectural and technology products marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse, Smith System, AMQ, ~~Turnstone~~Orangebox and ~~Orangebox~~Viccarbe brands.

The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase, Orangebox, Coalesse and ~~Coalesse~~Viccarbe brands, with ~~an emphasis on freestanding~~a comprehensive portfolio of furniture, ~~systems, storage~~architectural and ~~seating solutions.~~technology products.

The Other category includes Asia Pacific and Designtex. Asia Pacific serves customers in ~~Asia~~Australia, China, India, Japan, Korea and ~~Australia~~other countries in Southeast Asia primarily under the Steelcase brand with ~~an emphasis on freestanding~~a comprehensive portfolio of furniture, ~~systems, seating~~architectural and ~~storage solutions.~~technology products. Designtex primarily sells textiles, wall coverings and surface imaging solutions specified by architects and designers directly to end-use customers through a direct sales force primarily in North America. ~~In 2020, the Other category also included PolyVision which was sold during Q4 2020.~~

We primarily review and evaluate revenue and operating income by segment in both our internal review processes and for our external financial reporting. We also allocate resources primarily based on revenue and operating income. Total assets by segment include manufacturing and other assets associated with each segment.

Corporate costs include unallocated portions of shared service functions such as information technology, corporate facilities, finance, human resources, research, legal and customer aviation, plus deferred compensation expense and income or losses associated with COLI. Corporate assets consist primarily of unallocated cash and cash equivalents, COLI, ~~balances,~~ fixed assets and right-of-use assets related to operating leases.

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STEELCASE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue and operating income (loss) for the three and nine months ended November ~~27, 2020~~26, 2021 and November ~~22, 2019~~27, 2020 and total assets as of November ~~27, 2020~~26, 2021 and February ~~28, 2020~~26, 2021 by segment are presented ~~below:~~

Three Months Ended Nine Months Ended
Reportable Segment Statement of Operations Data November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Revenue
Americas $ 416.4 $ 690.9 $ 1,381.5 $ 2,006.7
EMEA 143.3 168.4 368.7 483.9
Other 57.8 95.9 168.9 286.9
$ 617.5 $ 955.2 $ 1,919.1 $ 2,777.5
Operating income (loss)
Americas $ 13.8 $ 74.7 $ 84.9 $ 197.4
EMEA (3.7) 6.3 (31.8) 1.6
Other (2.2) 3.3 (2.7) 14.5
Corporate (7.9) (9.2) (14.1) (25.5)
$ 0 $ 75.1 $ 36.3 $ 188.0

Reportable Segment Balance Sheet Data November 27,
2020 February 28,
2020
Total assets
Americas $ 1,038.8 $ 1,067.3
EMEA 413.9 454.5
Other 214.1 225.6
Corporate 718.5 818.0
$ 2,385.3 $ 2,565.4

~~14. RESTRUCTURING ACTIVITIES~~

~~In Q2 2021, our Board of Directors approved a series of restructuring actions in response to continued order declines~~ in the Americas compared to the prior year and continued economic uncertainty related to the COVID-19 pandemic. The restructuring actions included early retirements and voluntary and involuntary terminations of approximately 300 salaried employees and early retirements of approximately 160 hourly employees. We incurred $11.4 and $27.0 in restructuring costs in the Americas segment in connection with these actions during the three and nine months ended November 27, 2020, respectively, consisting of cash severance payments and payment of other separation-related benefits. We expect all of the actions to be completed by the end of 2021.following table:

~~The following table details the changes in the restructuring reserve balance as of November 27, 2020:~~


	Three Months Ended				Nine Months Ended
Reportable Segment Statement of Operations Data	November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Revenue
Americas	$	500.3	$	416.4	$	1,399.9	$	1,381.5
EMEA	168.2		143.3		430.7		368.7
Other	69.7		57.8		189.0		168.9
	$	738.2	$	617.5	$	2,019.6	$	1,919.1
Operating income (loss)
Americas	$	11.1	$	13.8	$	40.8	$	84.9
EMEA	8.3		(3.7)		1.0		(31.8)
Other	2.0		(2.2)		(7.5)		(2.7)
Corporate	(5.5)		(7.9)		(16.3)		(14.1)
	$	15.9	$	—	$	18.0	$	36.3


	~~Workforce reductions~~
~~Balance as of February 28, 2020~~	$	0
~~Restructuring costs~~	~~27.0~~
~~Payments~~	~~(25.5)~~
~~Balance as of November 27, 2020~~	$	~~1.5~~


Reportable Segment Balance Sheet Data	November 26, 2021		February 26, 2021
Total assets
Americas	$	1,103.6	$	1,015.3
EMEA	479.2		414.4
Other	227.0		211.3
Corporate	509.0		713.0
	$	2,318.8	$	2,354.0

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Table of ~~Contents~~Content s

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 ~~28, 2020.~~26, 2021. 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 the non-GAAP financial measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures used are (1) organic revenue ~~decline,~~growth (decline), which represents the change in revenue excluding the impacts of acquisitions and divestitures and estimated currency translation effects, and (2) adjusted operating income (loss), which represents operating income (loss) excluding goodwill impairment charges and restructuring costs. These measures are presented because management uses this information to monitor and evaluate financial results and trends. Therefore, management believes this information is also useful for investors.

Financial Summary

Our reportable segments consist of the Americas segment, the EMEA segment and the Other category. Unallocated corporate ~~costs~~expenses are reported as Corporate.

Results of Operations


		Three Months Ended								Nine Months Ended								Three Months Ended							Nine Months Ended
Statement of Operations Data	Statement of Operations Data	November 27, 2020				November 22, 2019				November 27, 2020				November 22, 2019					Statement of Operations Data	November 26, 2021	November 27, 2020						November 26, 2021					November 27, 2020
Revenue	Revenue	$	617.5	100.0	%	$	955.2	100.0	%	$	1,919.1	100.0	%	$	2,777.5	100.0	%					Revenue	$	738.2	100.0	%		$	617.5	100.0	%		$	2,019.6	100.0	%	$	1,919.1	100.0	%
Cost of sales	Cost of sales	437.3		70.9		639.1		66.9		1,339.7		69.8		1,869.5		67.3						Cost of sales	534.6		72.4			437.3		70.9			1,454.5		72.0		1,339.7		69.8
Restructuring costs	Restructuring costs	2.3		0.3		—		—		9.2		0.5		—		—						Restructuring costs	—		—			2.3		0.3			—		—		9.2		0.5
Gross profit	Gross profit	177.9		28.8		316.1		33.1		570.2		29.7		908.0		32.7						Gross profit	203.6		27.6			177.9		28.8			565.1		28.0		570.2		29.7
Operating expenses	Operating expenses	168.8		27.3		241.0		25.2		498.5		26.0		720.0		25.9						Operating expenses	187.7		25.4			168.8		27.3			547.1		27.1		498.5		26.0
Goodwill impairment charge	Goodwill impairment charge	—		—		—		—		17.6		0.9		—		—						Goodwill impairment charge	—		—			—		—			—		—		17.6		0.9
Restructuring costs	Restructuring costs	9.1		1.5		—		—		17.8		0.9		—		—						Restructuring costs	—		—			9.1		1.5			—		—		17.8		0.9
Operating income	Operating income	—		—		75.1		7.9		36.3		1.9		188.0		6.8						Operating income	15.9		2.2			—		—			18.0		0.9		36.3		1.9
Interest expense	Interest expense	(6.6)		(1.1)		(6.7)		(0.7)		(20.7)		(1.2)		(20.1)		(0.7)						Interest expense	(6.5)		(0.9)			(6.6)		(1.1)			(19.3)		(1.0)		(20.7)		(1.2)
Investment income	Investment income	0.2		—		1.3		0.1		1.2		0.1		3.8		0.1						Investment income	0.1		—			0.2		—			0.4		—		1.2		0.1
Other income, net	Other income, net	2.2		0.4		4.1		0.4		7.0		0.4		8.3		0.3						Other income, net	2.5		0.3			2.2		0.4			3.5		0.2		7.0		0.4
Income (loss) before income tax expense (benefit)	Income (loss) before income tax expense (benefit)	(4.2)		(0.7)		73.8		7.7		23.8		1.2		180.0		6.5						Income (loss) before income tax expense (benefit)	12.0		1.6			(4.2)		(0.7)			2.6		0.1		23.8		1.2
Income tax expense (benefit)	Income tax expense (benefit)	(6.3)		(1.0)		18.9		2.0		4.3		0.2		46.8		1.7						Income tax expense (benefit)	2.4		0.3			(6.3)		(1.0)			(3.6)		(0.2)		4.3		0.2
Net income	Net income	$	2.1	0.3	%	$	54.9	5.7	%	$	19.5	1.0	%	$	133.2	4.8	%					Net income	$	9.6	1.3	%		$	2.1	0.3	%		$	6.2	0.3	%	$	19.5	1.0	%
Earnings per share:	Earnings per share:																					Earnings per share:
Basic	Basic	$	0.02			$	0.46			$	0.17			$	1.11							Basic	$	0.08				$	0.02				$	0.05			$	0.17
Diluted	Diluted	$	0.02			$	0.46			$	0.17			$	1.11							Diluted	$	0.08				$	0.02				$	0.05			$	0.17

1718

Table of ~~Contents~~Content s

Q3 2021 Organic Revenue Decline Americas EMEA Other Consolidated
Q3 2020 revenue $ 690.9 $ 168.4 $ 95.9 $ 955.2
Divestiture — — (14.9) (14.9)
Currency translation effects* 0.2 10.2 0.6 11.0
Q3 2020 revenue, adjusted 691.1 178.6 81.6 951.3
Q3 2021 revenue 416.4 143.3 57.8 617.5
Organic decline $ $ (274.7) $ (35.3) $ (23.8) $ (333.8)
Organic decline % (40) % (20) % (29) % (35) %
* Currency translation effects represent the estimated net effect of translating Q3 2020 foreign currency revenues using the average exchange rates during Q3 2021.


Q3 2022 Organic Revenue Growth	Americas			EMEA			Other			Consolidated
Q3 2021 revenue	$	416.4		$	143.3		$	57.8		$	617.5
Acquisitions	12.2			0.7			—			12.9

Currency translation effects*	0.7			(0.8)			0.4			0.3
Q3 2021 revenue, adjusted	429.3			143.2			58.2			630.7
Q3 2022 revenue	500.3			168.2			69.7			738.2


Organic growth $	$	71.0		$	25.0		$	11.5		$	107.5
Organic growth %	17		%	17		%	20		%	17		%

* Currency translation effects represent the estimated net effect of translating Q3 2021 foreign currency revenues using the average exchange rates during Q3 2022.

Year-to-date 2021 Organic Revenue Decline Americas EMEA Other Consolidated
Year-to-date 2020 revenue $ 2,006.7 $ 483.9 $ 286.9 $ 2,777.5
Divestiture — — (48.2) (48.2)
Currency translation effects* (2.0) 8.1 (1.8) 4.3
Year-to-date 2020 revenue, adjusted 2,004.7 492.0 236.9 2,733.6
Year-to-date 2021 revenue 1,381.5 368.7 168.9 1,919.1
Organic decline $ (623.2) (123.3) (68.0) (814.5)
Organic decline % (31) % (25) % (29) % (30) %
* Currency translation effects represent the estimated net effect of translating year-to-date 2020 foreign currency revenues using the average exchange rates during year-to-date 2021.

Reconciliation of Operating Income to Adjusted Operating Income Three Months Ended Nine Months Ended
November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Operating income $ — — % $ 75.1 7.9 % $ 36.3 1.9 % $ 188.0 6.8 %
Add: goodwill impairment charge — — — — 17.6 0.9 — —
Add: restructuring costs 11.4 1.8 — — 27.0 1.4 — —
Adjusted operating income $ 11.4 1.8 % $ 75.1 7.9 % $ 80.9 4.2 % $ 188.0 6.8 %


Year-to-date 2022 Organic Revenue Growth (Decline)	Americas			EMEA			Other			Consolidated
Year-to-date 2021 revenue	$	1,381.5		$	368.7		$	168.9		$	1,919.1
Acquisitions	38.1			0.7			—			38.8

Currency translation effects*	4.9			15.6			3.6			24.1
Year-to-date 2021 revenue, adjusted	1,424.5			385.0			172.5			1,982.0
Year-to-date 2022 revenue	1,399.9			430.7			189.0			2,019.6


Organic growth (decline) $	$	(24.6)		$	45.7		$	16.5		$	37.6
Organic growth (decline) %	(2)		%	12		%	10		%	2		%

* Currency translation effects represent the estimated net effect of translating year-to-date 2021 foreign currency revenues using the average exchange rates during year-to-date 2022.


Reconciliation of Operating Income to Adjusted Operating Income	Three Months Ended								Nine Months Ended
	November 26, 2021				November 27, 2020				November 26, 2021				November 27, 2020
Operating income	$	15.9	2.2	%	$	—	—	%	$	18.0	0.9	%	$	36.3	1.9	%
Add: Goodwill impairment charge	—		—		—		—		—		—		17.6		0.9
Add: Restructuring costs	—		—		11.4		1.8		—		—		27.0		1.4
Adjusted operating income	$	15.9	2.2	%	$	11.4	1.8	%	$	18.0	0.9	%	$	80.9	4.2	%

Overview

During ~~2021, the COVID-19 pandemic, actions taken by various governments~~Q3 2022, we continued to see strengthening demand and ~~third parties to combat the spread of COVID-19 and the related global economic uncertainty resulted in significant declines in our revenue and orders compared to the prior year. We took~~ a number of actions to conserve capital and reduce our cost structure in response to such events, including significantly reducing salaries in the first half of the year and substantially reducing discretionary spending. By the end of Q2 2021, we restored mostbroader recovery of our ~~global salaried workforce to full pay, and in Q2 and Q3 2021, we implemented workforce reductions in the Americas which lowered our annualized costs~~industry. Our orders grew by ~~approximately $40. We recorded $11.4 and $27.0 of restructuring costs in Q3 2021 and year-to-date 2021, respectively, related to the workforce reductions.~~

~~In Q3 2021, our revenue declined 35%~~40% compared to the prior year, and revenue increased by 20% compared to the prior year. Supply chain disruptions in the Americas in the current year resulted in extended lead-times, shipment delays and adjustments to delivery schedules which we ~~had break-even operating income. The~~estimate caused at least $35 of revenue ~~decline~~to shift from Q3 2022 into Q4 2022 compared to at least $40 of revenue which we estimate shifted from Q2 2022 to Q3 2022 for similar reasons. Revenue in Q3 2021 was ~~driven~~negatively impacted by ~~the impacts of the COVID-19 pandemic, as well as~~ a delay of approximately $60 of ~~revenue~~shipments to Q4 2021 due to a temporary global operations shutdown we implemented to protect our systems during a ~~cyberattack~~cyberattack. During the quarter, our pipeline of project opportunities, requests for proposals and product mock-ups remained consistent with the levels we ~~experienced during~~saw in Q2 2022.

The supply chain disruptions in the ~~quarter. The~~Americas, combined with continued significant inflation in steel and other commodities, net of pricing benefits, had an impact of approximately $40 on cost of sales in Q3 2022 compared to the ~~decline~~prior year. We expect the supply chain disruptions and inflationary pressures from steel and other commodities to continue to impact our cost of sales in ~~revenue was partially mitigated by savings from cost reduction actions~~Q4 2022 and ~~lower variable compensation expense.~~

~~Table~~into 2023, but we expect our recent price increases to offset the current level of ~~Contents~~inflation in 2023.

Q3 ~~2021~~2022 Compared to Q3 ~~2020~~2021

We recorded net income of $9.6 and diluted earnings per share of $0.08 in Q3 2022 compared to net income of $2.1 and diluted earnings per share of $0.02 in ~~Q3 2021 compared to~~the prior year. The prior year results included restructuring costs in the Americas, which decreased net income ~~of $54.9~~by $7.0 and diluted earnings per share by $0.06.

Table of ~~$0.46~~Content s

Operating income of $15.9 in Q3 2022 compared to break-even operating income in the prior ~~year.~~year, which included $11.4 of restructuring costs. The Q3 2021 results included restructuring costs of $11.4 in the Americas segment which had the effect of decreasing diluted earnings per share by $0.06, net of related tax benefits. Break-even operating income in Q3 2021 represented a $75.1 decline from the prior year. The decreaseincrease was driven by ~~the impact of lower~~higher revenue, ~~and restructuring costs,~~ partially offset by higher cost ~~reduction actions implemented across all segments and lower variable compensation expense. Excluding the impact~~ of ~~the restructuring costs, adjusted operating income~~sales as a percentage of ~~$11.4~~revenue.

Revenue of $738.2 in Q3 ~~2021~~2022 represented ~~a decrease~~an increase of ~~$63.7~~$120.7 or 20% compared to the prior ~~year.~~

~~Revenue~~year, driven by growth across all segments. Supply chain disruptions in the Americas in the current year resulted in extended lead-times, shipment delays and adjustments to delivery schedules which we estimate caused at least $35 of ~~$617.5 in~~revenue to shift from Q3 ~~2021 represented a decrease of $337.7 or 35%~~2022 into Q4 2022 compared to at least $40 of revenue which we estimate shifted from Q2 2022 to Q3 2022 for similar reasons. Revenue in the prior ~~year. The decline~~year was ~~broad-based across all segments, driven~~negatively impacted by ~~reduced demand due to underlying economic uncertainty related to the COVID-19 pandemic, and~~a delay of approximately $60 of shipments ~~were delayed~~ to Q4 2021 as a result of the temporary operations shutdown in Q3 2021. Revenue ~~declined~~grew by ~~40%~~20% in the Americas, ~~15%~~17% in EMEA and ~~40%~~21% in the Other category compared to the prior year. After adjusting for a ~~$14.9~~$12.9 impact from ~~the divestiture of PolyVision in Q4 2020~~acquisitions and ~~$11.0~~$0.3 of currency translation effects, the organic revenue ~~decline~~growth was ~~$333.8~~$107.5 or ~~35%~~17% compared to the prior year. The organic revenue ~~decline~~growth was ~~40%~~17% in the Americas, ~~20%~~17% in EMEA and ~~29%~~20% in the Other category compared to the prior year.

Cost of sales as a percentage of revenue increased by ~~400~~150 basis points ~~to 70.9% of revenue~~ in Q3 ~~2021~~2022 compared to ~~Q3 2020.~~the prior year. The increase was driven by ~~lower revenue, as well as~~ approximately ~~$12~~$29 of higher inflation costs, ~~related~~net of pricing benefits, and approximately $11 of higher freight and labor costs and inefficiencies due to ~~direct labor and logistics, of which approximately $4 was related to the temporary operations shutdown,~~supply chain disruptions, partially offset by ~~approximately $16~~the benefits of ~~lower overhead costs, of which approximately $7 was attributable to lower wage and benefit expenses as a result of workforce reductions, and $10.8 of lower variable compensation expense.~~higher revenue. Cost of sales as a percentage of revenue increased by ~~320~~430 basis points in the Americas, ~~590~~while EMEA improved by 490 basis points ~~in EMEA~~ and ~~200 basis points in~~ the Other ~~category.~~category improved by 150 basis points.

Operating expenses of ~~$168.8~~$187.7 in Q3 ~~2021~~2022 represented an increase of $18.9, but a ~~decrease~~decline of ~~$72.2~~190 basis points as a percentage of revenue, compared to the prior year. The ~~decrease was driven by an~~current year included approximately ~~$29 reduction in~~$13 of higher marketing and sales expenses, approximately $6 of higher discretionary spending ~~$25.5~~and employee costs in other functional areas and $3.5 from acquisitions, partially offset by $2.9 of lower variable compensation ~~expense and approximately $12~~expense.

Our Q3 2022 effective tax rate was 20.0%, which included $1.2 of ~~lower wage and benefit expenses as a result of workforce reductions.~~

Wediscrete tax benefits. In the prior year, we recorded restructuring costs of $11.4 in the Americas segment in Q3 2021 related to workforce reduction actions taken as a result of reduced demand due to the COVID-19 pandemic. See Note 14 to the condensed consolidated financial statements for further information.

~~We recorded a~~an income tax benefit of $6.3, ~~in Q3 2021 compared to tax expense of $18.9 in the prior year. The Q3 2021 amount~~which was primarily driven by benefits available under the U.S. Coronavirus Aid, Relief, and Economic Security ~~Act (the "CARES Act"). See Note 10 to the condensed consolidated financial statements for further details.~~Act.

~~Year-to-Date 2021~~Year-to-date 2022 Compared to ~~Year-to-Date 2020~~Year-to-date 2021

We recorded year-to-date 2022 net income of $6.2 and diluted earnings per share of $0.05 compared to year-to-date 2021 net income of $19.5 and diluted earnings per share of ~~$0.17, compared to year-to-date 2020 net income of $133.2 and diluted earnings per share of $1.11.~~$0.17. In year-to-date 2021, the results included: (1) a goodwill impairment charge related to the EMEA segment, which had the effect of decreasing net income by $17.6 and diluted earnings per share by $0.15, and (2) restructuring costs due to workforce reductions in the Americas, ~~segment,~~ which had the effect of ~~decreasing~~decreasing net income by $16.5 and diluted earnings per share by $0.14. Year-to-date ~~2021~~2022 operating income of ~~$36.3~~$18.0 represented a decrease of ~~$151.7 compared~~$18.3 compared to the prior year. The decrease was due to ~~lower~~higher cost of sales as a percentage of revenue ~~across all segments, restructuring costs~~ and higher operating expenses, partially offset by higher revenue and the impact of the goodwill impairment charge ~~partially offset by lower operating expenses~~ and ~~overhead costs.~~restructuring costs in the prior year. Excluding the impact of the goodwill impairment charge and restructuring costs ~~and~~in the ~~impairment charge,~~prior year, adjusted operating ~~income~~income decreased by ~~$107.1~~$62.9 in year-to-date 2022 compared to year-to-date 2021.

Year-to-date 2022 revenue of $2,019.6 represented an increase of $100.5 or 5% compared to year-to-date 2021. Revenue increased by 1% in the Americas, 17% in EMEA and 12% in the Other category compared to the prior year.

Year-to-date 2021 revenue of $1,919.1 represented a decrease of $858.4 or 31% compared to year-to-date 2020. The decline was broad-based across all segments due to the impacts of the COVID-19 pandemic. Revenue declined by 31% in the Americas, 24% in EMEA and 41% in the Other category. After adjusting for ~~a $48.2~~$38.8 of impact from ~~the divestiture of PolyVision~~acquisitions and ~~$4.3~~$24.1 of currency translation effects, the organic revenue ~~decline~~growth was ~~$814.5~~$37.6 or ~~30%~~2% compared to the prior year. The Americas had an organic revenue decline of 2%, while the organic revenue growth was ~~31% in the Americas, 25%~~12% in EMEA and ~~29%~~10% in the Other ~~category.~~category compared to the prior year.

~~Table of Contents~~

Cost of sales as a percentage of revenue ~~increased~~increased by ~~250 basis~~220 basis points ~~to 69.8% of revenue~~ in year-to-date ~~2021~~2022 compared to ~~the prior year.~~year-to-date 2021. The increase was driven by ~~lower revenue, as well as~~ approximately ~~$24~~ $57 of higher inflation costs, ~~related~~net of pricing benefits, and approximately $16 of higher freight and labor costs and inefficiencies due to ~~direct labor and logistics, of which approximately $4 was related to the temporary operations shutdown in Q3 2021,~~supply chain disruptions, partially offset by ~~approximately $32~~the benefits of ~~lower overhead costs, of which approximately $15 was attributable to lower wage~~ higher revenue and ~~benefit expenses related to workforce reductions and temporary salary reductions, pricing benefits and $20.0~~$6.6 of lower variable compensation expense. Cost of sales as a percentage of revenue increased by ~~210~~370 basis points in the Americas ~~370 basis points in EMEA~~ and ~~190~~by 220 basis points in the Other ~~category.~~category, while EMEA improved by 320 basis points.

Operating expenses of ~~$498.5~~$547.1 in year-to-date ~~2021~~2022 represented an increase of $48.6, or 110 basis points as a ~~decrease~~percentage of ~~$221.5 compared~~revenue, compared to the prior year. The ~~decrease was driven~~prior year included approximately $41 of lower employee costs as a result of temporary hour and pay reductions and gains of $6.7 from the sale of land. The current year included approximately $26 of higher marketing and sales expenses, approximately $11 of higher discretionary spending in other functional areas and $9.5 from acquisitions, partially offset by approximately ~~$88~~$18 of ~~reduced discretionary spending, approximately $55~~lower

Table of ~~lower wage and benefit expenses related~~Content s

employee costs (due to the benefits from workforce reductions ~~and temporary salary reductions and $48.8 of lower variable compensation expense. Operating expenses also included $6.7 of gains~~in the prior year), a $15.4 gain from the sale of land and ~~$4.2~~$9.6 of ~~higher COLI income in~~lower variable compensation expense.

Our year-to-date ~~2021.~~

~~We recorded restructuring costs of $27.0 in the Americas segment in year-to-date 2021 related~~2022 effective tax rate was (138.5)% compared to ~~workforce reduction actions taken as~~ a ~~result of reduced demand due to the COVID-19 pandemic. See Note 14 to the condensed consolidated financial statements for further information.~~

~~Our~~ year-to-date 2021 effective tax rate ~~was~~of 18.1% ~~compared to a~~. The year-to-date ~~2020~~2022 effective tax rate included $4.6 of ~~26.0%.~~discrete tax benefits. The year-to-date 2021 effective tax rate reflected the non-deductible nature of the goodwill impairment charge recorded in Q1 2021 as well as $10.5 of benefits related to the restructuring costs and $8.7 of other net benefits primarily related to the CARES Act. See Note 10 to the condensed consolidated financial statements for further details.2021.

Interest Expense, Investment Income and Other Income, Net


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
Interest Expense, Investment Income and Other Income, Net	Interest Expense, Investment Income and Other Income, Net	November 27, 2020		November 22, 2019		November 27, 2020		November 22, 2019		Interest Expense, Investment Income and Other Income, Net	November 26, 2021		November 27, 2020		November 26, 2021		November 27, 2020
Interest expense	Interest expense	$	(6.6)	$	(6.7)	$	(20.7)	$	(20.1)	Interest expense	$	(6.5)	$	(6.6)	$	(19.3)	$	(20.7)
Investment income	Investment income	0.2		1.3		1.2		3.8		Investment income	0.1		0.2		0.4		1.2
Other income (expense), net:
Other income, net:										Other income, net:
Equity in income of unconsolidated affiliates	Equity in income of unconsolidated affiliates	2.6		4.1		6.6		9.8		Equity in income of unconsolidated affiliates	2.2		2.6		4.5		6.6
Foreign exchange gains (losses)	Foreign exchange gains (losses)	0.1		0.1		(1.0)		0.2		Foreign exchange gains (losses)	0.9		0.1		0.6		(1.0)
Net periodic pension and post-retirement credit, excluding service cost	Net periodic pension and post-retirement credit, excluding service cost	—		0.2		(0.1)		0.7		Net periodic pension and post-retirement credit, excluding service cost	(0.2)		—		(0.5)		(0.1)
Miscellaneous income (expense), net	Miscellaneous income (expense), net	(0.5)		(0.3)		1.5		(2.4)		Miscellaneous income (expense), net	(0.4)		(0.5)		(1.1)		1.5
Total other income, net	Total other income, net	2.2		4.1		7.0		8.3		Total other income, net	2.5		2.2		3.5		7.0
Total interest expense, investment income and other income, net	Total interest expense, investment income and other income, net	$	(4.2)	$	(1.3)	$	(12.5)	$	(8.0)	Total interest expense, investment income and other income, net	$	(3.9)	$	(4.2)	$	(15.4)	$	(12.5)

~~Investment income decreased by $1.1 and $2.6, respectively,~~Interest expense in ~~Q3 2021 and~~ year-to-date 2021 ~~compared to~~included the ~~prior year due to lower market interest rates.~~impact of borrowings under our global credit facility in Q1 2021, which were repaid during Q2 2021. Other income, net ~~decreased by $1.9~~ in Q3year-to-date 2021 compared to the prior year primarily due to lower income from unconsolidated affiliates. Year-to-date 2021 other income, net decreased by $1.3 compared to the prior year primarily due to lower income from unconsolidated affiliates and foreign exchange losses, partially offset byincluded a $2.8 gain related to additional proceeds received in the prior year from the partial sale of an investment in an unconsolidated affiliate in 2018.

Business Segment Review

See Note 1310 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 comprehensive portfolio of ~~integrated architecture,~~ furniture, architectural and technology products marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Coalesse, ~~Turnstone,~~ Smith System, AMQ, Orangebox and ~~Orangebox~~Viccarbe brands.


	Three Months Ended								Nine Months Ended
Statement of Operations Data — Americas	November 26, 2021				November 27, 2020				November 26, 2021				November 27, 2020
Revenue	$	500.3	100.0	%	$	416.4	100.0	%	$	1,399.9	100.0	%	$	1,381.5	100.0	%
Cost of sales	370.3		74.0		290.4		69.7		1,015.4		72.5		950.8		68.8
Restructuring costs	—		—		2.3		0.6		—		—		9.2		0.7
Gross profit	130.0		26.0		123.7		29.7		384.5		27.5		421.5		30.5
Operating expenses	118.9		23.8		100.8		24.2		343.7		24.6		318.8		23.1

Restructuring costs	—		—		9.1		2.2		—		—		17.8		1.3
Operating income	$	11.1	2.2	%	$	13.8	3.3	%	$	40.8	2.9	%	$	84.9	6.1	%


Reconciliation of Operating Income to Adjusted Operating Income — Americas	Three Months Ended								Nine Months Ended
	November 26, 2021				November 27, 2020				November 26, 2021				November 27, 2020
Operating income	$	11.1	2.2	%	$	13.8	3.3	%	$	40.8	2.9	%	$	84.9	6.1	%

Add: Restructuring costs	—		—		11.4		2.8		—		—		27.0		2.0
Adjusted operating income	$	11.1	2.2	%	$	25.2	6.1	%	$	40.8	2.9	%	$	111.9	8.1	%

Table of ~~Contents~~Content s

Three Months Ended Nine Months Ended
Statement of Operations Data — Americas November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Revenue $ 416.4 100.0 % $ 690.9 100.0 % $ 1,381.5 100.0 % $ 2,006.7 100.0 %
Cost of sales 290.4 69.7 459.3 66.5 950.8 68.8 1,339.0 66.7
Restructuring costs 2.3 0.6 — — 9.2 0.7 — —
Gross profit 123.7 29.7 231.6 33.5 421.5 30.5 667.7 33.3
Operating expenses 100.8 24.2 156.9 22.7 318.8 23.1 470.3 23.5
Goodwill impairment charge — — — — — — — —
Restructuring costs 9.1 2.2 — — 17.8 1.3 — —
Operating income $ 13.8 3.3 % $ 74.7 10.8 % $ 84.9 6.1 % $ 197.4 9.8 %

Reconciliation of Operating Income to Adjusted Operating Income — Americas Three Months Ended Nine Months Ended
November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Operating income $ 13.8 3.3 % $ 74.7 10.8 % $ 84.9 6.1 % $ 197.4 9.8 %
Add: goodwill impairment charge — — — — — — — —
Add: restructuring costs 11.4 2.8 — — 27.0 2.0 — —
Adjusted operating income $ 25.2 6.1 % $ 74.7 10.8 % $ 111.9 8.1 % $ 197.4 9.8 %

Operating income in the Americas declined by ~~$60.9~~$2.7 in Q3 ~~2021~~2022 compared to the prior year. The ~~Q3 2021 results included $11.4 of restructuring costs. The remaining~~ decline was driven by ~~lower~~higher cost of sales as a percentage of revenue, partially offset by ~~cost reductions.~~higher revenue and $11.4 of restructuring costs related to workforce reductions in the prior year. Excluding the impact of the restructuring costs in the prior year, adjusted operating income decreased by ~~$49.5~~$14.1 in Q3 ~~2021~~2022 compared to the prior year. Operating income in year-to-date ~~2021 decreased by $112.5~~2022 represented a decrease of $44.1 compared to ~~the prior year.~~year-to-date 2021. The decrease was driven by higher cost of sales as a percentage of revenue and higher operating expenses, partially offset by higher revenue and $27.0 of restructuring costs in the ~~same factors as the quarter.~~prior year. Excluding the impact of ~~the~~ restructuring costs in the prior year, year-to-date ~~2021~~2022 adjusted operating income ~~decreased by $85.5~~represented a decrease of $71.1 compared to the prior year.

The Americas revenue represented ~~67.4%~~67.8% of consolidated revenue in Q3 ~~2021.~~2022. Q3 ~~2021~~2022 revenue of ~~$416.4~~$500.3 represented ~~a decrease~~an increase of ~~$274.5~~$83.9 or ~~40%~~20% compared to the prior year. ~~The decrease~~Supply chain disruptions in the Americas in the current year resulted in extended lead-times, shipment delays and adjustments to delivery schedules which we estimate caused at least $35 of revenue to shift from Q3 2022 into Q4 2022 compared to at least $40 of revenue which we estimate shifted from Q2 2022 to Q3 2022 for similar reasons. Revenue in the prior year was ~~driven~~negatively impacted by ~~reduced industry demand due to the ongoing uncertainty related to the COVID-19 pandemic and~~a delay of approximately $50 of ~~delayed~~ shipments to Q4 2021 as a result of the temporary operations shutdown ~~during~~in Q3 2021. After adjusting for a $12.2 impact from acquisitions and $0.7 of currency translation effects, the organic revenue growth was $71.0 or 17% compared to the prior year. Year-to-date ~~2021~~2022 revenue of ~~$1,381.5~~$1,399.9 represented ~~a decrease~~an increase of ~~$625.2~~$18.4 or ~~31%~~1% compared to year-to-date ~~2020. The decrease~~2021. After adjusting for a $38.1 impact from acquisitions and $4.9 of currency translation effects, the organic revenue decline was ~~driven by~~$24.6 or 2% compared to the ~~same factors as the quarter.~~prior year.

Cost of sales as a percentage of revenue increased by ~~320~~430 basis points in Q3 2021 compared to Q3 2020. The increase was driven by lower revenue, as well as approximately $11 of higher costs related to direct labor and logistics, of which approximately $3 was related to the temporary operations shutdown, partially offset by approximately $15 of lower overhead costs, of which approximately $7 was attributable to lower wage and benefit expenses related to workforce reductions and $9.8 of lower variable compensation expense. Year-to-date 2021 cost of sales as a percentage of revenue increased by 210 basis points2022 compared to the prior year. The increase was driven by ~~the lower revenue, as well as~~ approximately ~~$16~~$27 of higher inflation costs, ~~related~~net of pricing benefits, and approximately $10 of higher freight and labor costs and inefficiencies due to ~~direct labor and logistics,~~supply chain disruptions, partially offset by the benefits of higher revenue. Cost of sales as a percentage of revenue increased by 370 basis points in year-to-date 2022 compared to year-to-date 2021. The increase was driven by approximately $51 of higher inflation costs, net of pricing benefits, and approximately ~~$27~~$15 of ~~lower overhead~~higher freight and labor costs ~~of which approximately $13 was attributable~~and inefficiencies due to ~~lower wage and benefit expenses related to workforce reductions and temporary salary reductions and $17.9~~supply chain disruptions, partially offset by $5.6 of lower variable compensation expense.

Operating expenses in Q3 ~~2021~~2022 increased by $18.1, but decreased by ~~$56.1~~40 basis points as a percentage of revenue, compared to the prior year. The ~~decrease was driven by~~current year included approximately ~~$23~~$13 of ~~lower~~higher marketing and sales expenses, approximately $5 of higher discretionary spending ~~$19.9~~and employee costs in other functional areas and $2.8 from acquisitions, partially offset by $1.6 of lower variable compensation ~~expense and~~expense. Operating expenses in year-to-date 2022 increased by $24.9, or 150 basis points as a percentage of revenue, compared to year-to-date 2021. The prior year included approximately $9$30 of lower ~~wage~~employee costs as a result of temporary hour and ~~benefit~~pay reductions and gains of $6.7 from the sale of land. The current year included approximately $22 of higher marketing and sales expenses, ~~related to workforce reductions. Year-to-date 2021 operating expenses decreased~~approximately $7 of higher discretionary spending in other functional areas and $8.8 from acquisitions, partially offset by ~~$151.5 compared~~approximately $18 of lower employee costs (due to the benefits from workforce reductions in the prior ~~year. The decrease was driven by approximately $60~~year), a $15.4 gain from the sale of ~~lower discretionary spending, $38.2~~land and $6.9 of lower variable compensation expense and approximately $36 of lower wage and benefit expenses related to workforce reductions and temporary salary reductions. Operating expenses also included $6.7 from gains on the sale of land in year-to-date 2021.

We recorded restructuring costs of $11.4 in Q3 2021 and $27.0 in year-to-date 2021 related to workforce reduction actions taken as a result of reduced demand due to the COVID-19 pandemic. See Note 14 to the condensed consolidated financial statements for further information.

~~Table of Contents~~

expense.

EMEA

The EMEA segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase, Orangebox, Coalesse and ~~Coalesse~~Viccarbe brands, with ~~an emphasis on freestanding~~a comprehensive portfolio of furniture, ~~systems, seating~~architectural and ~~storage solutions.~~technology products.


		Three Months Ended								Nine Months Ended								Three Months Ended							Nine Months Ended
Statement of Operations Data — EMEA	Statement of Operations Data — EMEA	November 27, 2020				November 22, 2019				November 27, 2020				November 22, 2019					Statement of Operations Data — EMEA	November 26, 2021	November 27, 2020						November 26, 2021					November 27, 2020
Revenue	Revenue	$	143.3	100.0	%	$	168.4	100.0	%	$	368.7	100.0	%	$	483.9	100.0	%					Revenue	$	168.2	100.0	%		$	143.3	100.0	%		$	430.7	100.0	%	$	368.7	100.0	%
Cost of sales	Cost of sales	107.7		75.2		116.7		69.3		276.4		75.0		345.0		71.3						Cost of sales	118.1		70.2			107.7		75.2			309.0		71.7		276.4		75.0
Restructuring costs		—		—		—		—		—		—		—		—

Gross profit	Gross profit	35.6		24.8		51.7		30.7		92.3		25.0		138.9		28.7						Gross profit	50.1		29.8			35.6		24.8			121.7		28.3		92.3		25.0
Operating expenses	Operating expenses	39.3		27.4		45.4		27.0		106.5		28.8		137.3		28.4						Operating expenses	41.8		24.9			39.3		27.4			120.7		28.1		106.5		28.8
Goodwill impairment charge	Goodwill impairment charge	—		—		—		—		17.6		4.8		—		—						Goodwill impairment charge	—		—			—		—			—		—		17.6		4.8
Restructuring costs		—		—		—		—		—		—		—		—

Operating income (loss)	Operating income (loss)	$	(3.7)	(2.6)	%	$	6.3	3.7	%	$	(31.8)	(8.6)	%	$	1.6	0.3	%					Operating income (loss)	$	8.3	4.9	%		$	(3.7)	(2.6)	%		$	1.0	0.2	%	$	(31.8)	(8.6)	%

Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — EMEA Three Months Ended Nine Months Ended
November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Operating income (loss) $ (3.7) (2.6) % $ 6.3 3.7 % $ (31.8) (8.6) % $ 1.6 0.3 %
Add: goodwill impairment charge — — — — 17.6 4.8 — —
Add: restructuring costs — — — — — — — —
Adjusted operating income (loss) $ (3.7) (2.6) % $ 6.3 3.7 % $ (14.2) (3.8) % $ 1.6 0.3 %

Table of Content s


Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — EMEA	Three Months Ended								Nine Months Ended
	November 26, 2021				November 27, 2020				November 26, 2021				November 27, 2020
Operating income (loss)	$	8.3	4.9	%	$	(3.7)	(2.6)	%	$	1.0	0.2	%	$	(31.8)	(8.6)	%
Add: Goodwill impairment charge	—		—		—		—		—		—		17.6		4.8

Adjusted operating income (loss)	$	8.3	4.9	%	$	(3.7)	(2.6)	%	$	1.0	0.2	%	$	(14.2)	(3.8)	%

EMEA operating income ~~declined~~improved by ~~$10.0~~$12.0 in Q3 2021 compared to the prior year. The decrease was driven by lower revenue, partially offset by lower operating expenses. Operating income declined by $33.4 in year-to-date 2021 compared to the prior year. The decline was driven by lower revenue and a $17.6 goodwill impairment charge related to the Orangebox U.K. reporting unit in Q1 2021, partially offset by lower operating expenses. Excluding the impact of the goodwill impairment charge, the year-to-date 2021 adjusted operating loss of $14.2 represented a decline of $15.8 compared to the prior year.

EMEA revenue represented 23.2% of consolidated revenue in Q3 2021. Q3 2021 revenue of $143.3 represented a decrease of $25.1 or 15% compared to the prior year. The decrease was broad-based across most markets due to reduced demand from the COVID-19 pandemic and approximately $10 of delayed shipments as a result of the temporary operations shutdown during Q3 2021, partially offset by approximately $17 of shipments for a project in the education sector that was in the order backlog at the beginning of the quarter. Year-to-date 2021 revenue declined by $115.2 or 24% compared to the prior year. The decrease was driven by the same factors as the quarter.

~~Cost of sales as a percentage of revenue increased by 590 basis points to 75.2% of revenue in Q3 2021~~2022 compared to the prior year. The increase was driven by higher revenue, lower cost of sales as a percentage of revenue and ~~unfavorable shifts~~lower operating expenses as a percentage of revenue. Operating income in ~~business mix (which~~EMEA in year-to-date 2022 improved by $32.8 compared to year-to-date 2021, which included a ~~higher mix~~$17.6 goodwill impairment charge related to our Orangebox U.K. reporting unit. Adjusted for the goodwill impairment charge, operating income improved by $15.2, driven by the same factors as the quarter.

EMEA revenue represented 22.8% of ~~project business).~~ consolidated revenue in Q3 2022. Q3 2022 revenue of $168.2 represented an increase of $24.9 or 17% compared to the prior year. Revenue in the prior year was negatively impacted by a delay of approximately $10 of shipments to Q4 2021 as a result of the temporary operations shutdown in Q3 2021. The increase in Q3 2022 was broad-based across most markets, driven by growth in the United Kingdom, including Orangebox, and in Iberia. After adjusting for $0.8 of currency translation effects and a $0.7 impact from an acquisition, the organic revenue growth was $25.0 or 17% compared to the prior year. Year-to-date 2022 revenue increased by $62.0 or 17% compared to year-to-date 2021. The increase was broad-based across most markets, driven by the same factors as the quarter. The increase was also impacted by a delay of approximately $10 of shipments in the prior year to Q4 2021. After adjusting for $15.6 of currency translation effects and a $0.7 impact from an acquisition, the organic revenue growth was $45.7 or 12% compared to the prior year.

Cost of sales as a percentage of revenue ~~increased~~decreased by ~~370~~490 basis points ~~to 75.0% of revenue~~ in ~~year-to-date 2021~~Q3 2022 compared to the prior year. The ~~increase~~improvement was driven by ~~lower~~higher revenue, partially offset by approximately $1 of higher inflation costs, net of pricing benefits. Cost of sales as a percentage of revenue decreased by 320 basis points in year-to-date 2022 compared to year-to-date 2021. The improvement was driven by higher revenue and ~~unfavorable~~approximately $3 of benefits from shifts in business mix, partially offset by approximately $5$4 of ~~lower overhead costs.~~higher inflation costs, net of pricing benefits.

Operating expenses in Q3 ~~2021~~2022 increased by $2.5, but decreased by ~~$6.1~~260 basis points as a percentage of revenue, compared to the prior ~~year.~~year, which included approximately $2 of lower employee costs as a result of temporary hour and pay reductions. The ~~decrease~~remaining increase was driven by approximately $1 of higher discretionary spending and $0.7 from an acquisition, partially offset by $0.8 of lower variable compensation expense. Year-to-date 2022 operating expenses increased by $14.2, but decreased by 70 basis points as a percentage of revenue, compared to year-to-date 2021, which included approximately $8 of lower employee costs as a result of temporary hour and pay reductions. The remaining increase was driven by approximately $4 ~~from lower~~of higher marketing and sales expenses, approximately $3 of higher discretionary spending ~~$2.5 of lower variable compensation expense~~ and ~~approximately $2 of lower wage and benefit expenses,~~$0.7 from an acquisition, partially offset by $2.8 of currency translation effects. Operating expenses for year-to-date 2021 decreased by $30.8 compared to the prior year. The decrease was driven by approximately $20 from lower discretionary spending, approximately $8 of lower wage and benefit expenses primarily related to temporary work hour reductions and $5.4$1.7 of lower variable compensation expense.

~~Table of Contents~~

Other

The Other category ~~in 2021~~ includes Asia Pacific and Designtex. Asia Pacific serves customers in ~~Asia~~Australia, China, India, Japan, Korea and ~~Australia~~other countries in Southeast Asia primarily under the Steelcase brand with ~~an emphasis on freestanding~~a comprehensive portfolio of furniture, ~~systems, seating~~architectural and ~~storage solutions.~~technology products. Designtex primarily sells textiles, wall coverings and surface imaging solutions specified by architects and designers directly to end-use customers through a direct sales force primarily in North America. ~~In 2020,~~


	Three Months Ended								Nine Months Ended
Statement of Operations Data — Other	November 26, 2021				November 27, 2020				November 26, 2021				November 27, 2020
Revenue	$	69.7	100.0	%	$	57.8	100.0	%	$	189.0	100.0	%	$	168.9	100.0	%
Cost of sales	46.2		66.3		39.2		67.8		130.1		68.8		112.5		66.6

Gross profit	23.5		33.7		18.6		32.2		58.9		31.2		56.4		33.4
Operating expenses	21.5		30.8		20.8		36.0		66.4		35.2		59.1		35.0


Operating income (loss)	$	2.0	2.9	%	$	(2.2)	(3.8)	%	$	(7.5)	(4.0)	%	$	(2.7)	(1.6)	%

Table of Content s

Operating income in the Other category also included PolyVision which was sold during Q4 2020. PolyVision manufactures ceramic steel surfaces for use in various applications globally, including static whiteboards and chalkboards sold through third party fabricators and distributors to the primary and secondary education markets and architectural panels and other special applications sold through general contractors for commercial and infrastructure projects.

Three Months Ended Nine Months Ended
Statement of Operations Data — Other November 27,
2020 November 22,
2019 August 28,
2020 November 22,
2019
Revenue $ 57.8 100.0 % $ 95.9 100.0 % $ 168.9 100.0 % $ 286.9 100.0 %
Cost of sales 39.2 67.8 63.1 65.8 112.5 66.6 185.5 64.7
Restructuring costs — — — — — — — —
Gross profit 18.6 32.2 32.8 34.2 56.4 33.4 101.4 35.3
Operating expenses 20.8 36.0 29.5 30.8 59.1 35.0 86.9 30.2
Goodwill impairment charge — — — — — — — —
Restructuring costs — — — — — — — —
Operating income (loss) $ (2.2) (3.8) % $ 3.3 3.4 % $ (2.7) (1.6) % $ 14.5 5.1 %

Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) — Other Three Months Ended Nine Months Ended
November 27,
2020 November 22,
2019 November 27,
2020 November 22,
2019
Operating income (loss) $ (2.2) (3.8) % $ 3.3 3.4 % $ (2.7) (1.6) % $ 14.5 5.1 %
Add: goodwill impairment charge — — — — — — — —
Add: restructuring costs — — — — — — — —
Adjusted operating income (loss) $ (2.2) (3.8) % $ 3.3 3.4 % $ (2.7) (1.6) % $ 14.5 5.1 %

~~The Other category posted an operating loss of $2.2~~improved by $4.2 in Q3 2021 compared to operating income of $3.3 in the prior year, which included $1.2 from PolyVision. The remaining decline was driven by lower revenue, partially offset by lower operating expenses. Year-to-date 2021 operating results decreased by $17.22022 compared to the prior year. The ~~prior year results included $5.6 from PolyVision and the remaining decrease~~improvement was driven by ~~the same factors~~higher revenue, lower cost of sales as ~~the quarter.~~a percentage of revenue and lower operating expenses as a percentage of revenue. Year-to-date 2022 operating results decreased by $4.8 compared to year-to-date 2021, driven by higher cost of sales as a percentage of revenue, partially offset by higher revenue.

Revenue in the Other category represented 9.4% of consolidated revenue in Q3 ~~2021.~~2022. Q3 ~~2021~~2022 revenue of ~~$57.8~~$69.7 represented ~~a decrease~~an increase of ~~$38.1~~$11.9 or ~~40%~~21% compared to the prior year. The ~~decrease~~increase was primarily driven by ~~lower revenue in both~~China, Designtex and Japan, partially offset by India, Southeast Asia ~~Pacific~~ and ~~Designtex as a result of reduced demand due to the COVID-19 pandemic and a $14.9 impact from the PolyVision divestiture.~~Australia. After adjusting for ~~the $14.9 impact of the divestiture and $0.6~~$0.4 of currency translation effects, the organic revenue ~~decline~~growth was ~~$23.8~~$11.5 or ~~29%~~20% compared to the prior year. Year-to-date ~~2021~~2022 revenue of ~~$168.9~~$189.0 represented ~~a decrease~~an increase of ~~$118.0~~$20.1 or ~~41%,~~12% compared to ~~the prior year.~~year-to-date 2021. The ~~decline~~increase was primarily driven by ~~the same factors as the quarter.~~China, Designtex, Japan and Australia, partially offset by India and Southeast Asia. After adjusting for ~~the $48.2 impact of the divestiture and $1.8~~$3.6 of currency translation effects, the organic revenue ~~decline~~growth was ~~$68.0~~$16.5 or ~~29%,~~10% compared to the prior year.

~~Operating expenses~~Cost of sales as a percentage of revenue decreased by 150 basis points in Q3 ~~2021 decreased by $8.7~~2022 compared to the prior year. The ~~decrease~~improvement was driven by higher revenue and approximately $1 of benefits from shifts in business mix, partially offset by $0.7 of higher inflation costs, net of pricing benefits, and $0.5 of higher freight costs and inefficiencies due to supply chain disruptions. Cost of sales as a percentage of revenue increased by 220 basis points in year-to-date 2022 compared to the prior year. The increase was driven by approximately $4$2 of higher inflation costs, net of pricing benefits, and $1.5 of higher freight costs and inefficiencies due to supply chain disruptions, partially offset by approximately $1 of benefits from ~~lower discretionary spending and a $2.9 impact from the PolyVision divestiture.~~ shifts in business mix.

Operating expenses ~~for year-to-date 2021~~in Q3 2022 increased by $0.7, but decreased by ~~$27.8~~520 basis points as a percentage of revenue compared to the prior year, driven by ~~approximately $10~~higher discretionary spending. Operating expenses in year-to-date 2022 increased by $7.3, or 20 basis points as a percentage of ~~lower discretionary spending, a $8.8 impact from the PolyVision divestiture and~~revenue compared to year-to-date 2021, which included approximately $6 of lower ~~wage and benefit expenses related to~~employee costs as a result of temporary ~~salary~~pay reductions. The remaining increase was driven by the same factor as the quarter.

Corporate

Corporate ~~costs~~expenses include unallocated portions of shared service functions such as information technology, corporate facilities, finance, human resources, research, legal and customer aviation, plus deferred compensation expense and income or losses associated with COLI.

~~Table of Contents~~


		Three Months Ended				Nine Months Ended				Three Months Ended							Six Months Ended
Statement of Operations Data — Corporate	Statement of Operations Data — Corporate	November 27, 2020		November 22, 2019			November 27, 2020	November 22, 2019			Statement of Operations Data — Corporate		November 26, 2021		November 27, 2020			November 26, 2021		November 27, 2020
Operating expenses	Operating expenses	$	7.9	$	9.2			$	14.1		$	25.5		Operating expenses	$	5.5		$	7.9	$	16.3	$	14.1

The decrease in operating expenses in Q3 ~~2021~~2022 compared to the prior year was driven by ~~$2.0 of lower variable compensation expense and $1.2~~$3.5 of lower deferred compensation expense, partially offset by ~~$1.8~~$1.2 of lower COLI income. The ~~decrease for~~increase in operating expenses in year-to-date ~~2021~~2022 was primarily driven by ~~$4.2~~$3.5 of ~~higher~~lower COLI income ~~$3.0~~and higher employee costs as a result of ~~lower variable compensation expense, lower wage~~temporary hour and ~~benefit expenses related to temporary salary~~pay reductions ~~and lower discretionary spending,~~in the prior year, partially offset by ~~an $1.2 increase in~~$2.3 of lower deferred compensation expense.

Liquidity and Capital Resources

Cash and cash equivalents are used to fund day-to-day operations, including seasonal disbursements, particularly the annual payment of accrued variable compensation and retirement plan contributions in Q1 of each fiscal year. During normal business conditions, we target a range of $75 to $175 in cash and cash equivalents to fund operating requirements. In addition, we may carry additional liquidity for potential investments in strategic initiatives and as a cushion against economic volatility, and from time to time, we may allow our cash and cash equivalents to temporarily fall below our targeted range to fund acquisitions and other growth initiatives.


Liquidity Sources	Liquidity Sources	November 27, 2020		February 28, 2020		Liquidity Sources	November 26, 2021		February 26, 2021
Cash and cash equivalents	Cash and cash equivalents	$	484.4	$	541.0	Cash and cash equivalents	$	275.2	$	489.8

Company-owned life insurance	Company-owned life insurance	167.7		160.0		Company-owned life insurance	170.0		169.5
Availability under credit facilities	Availability under credit facilities	267.9		273.3		Availability under credit facilities	270.6		265.9
Total liquidity sources available	Total liquidity sources available	$	920.0	$	974.3	Total liquidity sources available	$	715.8	$	925.2

Table of Content s

As of November ~~27, 2020,~~26, 2021, we held a total of ~~$484.4~~$275.2 in cash and cash equivalents. Of that total, ~~88%~~79% was located in the U.S. and the remaining ~~12%~~21% was located primarily in China (including Hong Kong), Mexico, Singapore, Malaysia, India ~~Malaysia~~ and ~~the U.K.~~Spain.

COLI investments are recorded at their net cash surrender value. ~~A portion of our~~Our investments in COLI policies are intended to be utilized as a long-term funding source for long-term benefit obligations. However, COLI can also be used as a source of liquidity. We believe the financial strength of the issuing insurance companies associated with our COLI policies is sufficient to meet their obligations.

Availability under credit facilities may be reduced related to compliance with applicable covenants. See Liquidity Facilities for more information.

The following table summarizes our Condensed Consolidated Statements of Cash Flows for the nine months ended November ~~27, 2020~~26, 2021 and November ~~22, 2019:~~27, 2020:

Nine Months Ended
Cash Flow Data November 27,
2020 November 22,
2019
Net cash provided by (used in):
Operating activities $ 37.2 $ 218.8
Investing activities (17.8) (46.1)
Financing activities (76.6) (64.1)
Effect of exchange rate changes on cash and cash equivalents 1.8 (0.8)
Net increase (decrease) in cash, cash equivalents and restricted cash (55.4) 107.8
Cash, cash equivalents and restricted cash, beginning of period 547.1 264.8
Cash, cash equivalents and restricted cash, end of period $ 491.7 $ 372.6

~~Table of Contents~~


	Nine Months Ended
Cash Flow Data	November 26, 2021		November 27, 2020
Net cash provided by (used in):
Operating activities	$	(59.1)	$	37.2
Investing activities	(51.3)		(17.8)
Financing activities	(101.5)		(76.6)
Effect of exchange rate changes on cash and cash equivalents	(1.6)		1.8
Net decrease in cash, cash equivalents and restricted cash	(213.5)		(55.4)
Cash, cash equivalents and restricted cash, beginning of period	495.6		547.1
Cash, cash equivalents and restricted cash, end of period	$	282.1	$	491.7

Cash provided by (used in) operating activities


		Nine Months Ended					Nine Months Ended
Cash Flow Data — Operating Activities	Cash Flow Data — Operating Activities	November 27, 2020		November 22, 2019		Cash Flow Data — Operating Activities	November 26, 2021		November 27, 2020
Net income	Net income	$	19.5	$	133.2	Net income	$	6.2	$	19.5
Depreciation and amortization	Depreciation and amortization	64.1		62.9		Depreciation and amortization	62.2		64.1
Goodwill impairment charge	Goodwill impairment charge	17.6		—		Goodwill impairment charge	—		17.6
Restructuring costs	Restructuring costs	27.0		—		Restructuring costs	—		27.0
Changes in accounts receivable, inventories and accounts payable	Changes in accounts receivable, inventories and accounts payable	41.8		(44.4)		Changes in accounts receivable, inventories and accounts payable	(84.5)		41.8
Employee compensation liabilities	Employee compensation liabilities	(130.5)		(8.8)		Employee compensation liabilities	(15.3)		(130.5)
Employee benefit obligations	Employee benefit obligations	(25.2)		(5.7)		Employee benefit obligations	(13.5)		(25.2)
Customer deposits		30.4		6.2
Changes in other operating assets and liabilities	Changes in other operating assets and liabilities	(7.5)		75.4		Changes in other operating assets and liabilities	(14.2)		22.9
Net cash provided by operating activities		$	37.2	$	218.8
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	$	(59.1)	$	37.2

In year-to-date 2021, we generated cash from working capital, primarily driven by collections on accounts receivable. We also offered deposit incentives to our dealers which drove a significant increase in customer deposits in Q1 and Q2 2021, which moderated in Q3 2021 as the incentives were discontinued. In year-to-date 2020, we utilized cash in working capital, primarily driven by strong revenue growth during that period. Annual payments related to accrued variable compensation and retirement plan contributions ~~typically made~~totaled $50.4 in ~~Q1 each year, totaled~~year-to-date 2022 compared to $148.0 in year-to-date ~~2021 compared to $114.3 in year-to-date 2020.~~2021. In year-to-date ~~2021,~~2022, we ~~paid $25.5 related~~used cash in working capital, primarily driven by increased inventory levels in connection with supply chain disruptions and increased accounts receivable due to severance and other separation-related benefits for workforce reductions in our Americas segment which is reflected in the change in employee compensation liabilities. Changes in other operating assets and liabilities in year-to-date 2021 reflects a net $31.2 increase in income taxe~~s receivable.~~revenue growth.

Cash used in investing activities


		Nine Months Ended					Nine Months Ended
Cash Flow Data — Investing Activities	Cash Flow Data — Investing Activities	November 27, 2020		November 22, 2019		Cash Flow Data — Investing Activities	November 26, 2021		November 27, 2020
Capital expenditures	Capital expenditures	$	(32.1)	$	(49.1)	Capital expenditures	$	(45.3)	$	(32.1)
Proceeds from disposal of fixed assets	Proceeds from disposal of fixed assets	7.3		1.0		Proceeds from disposal of fixed assets	17.4		7.3

Acquisition, net of cash acquired						Acquisition, net of cash acquired	(32.6)		—
Other	Other	7.0		2.0		Other	9.2		7.0
Net cash used in investing activities	Net cash used in investing activities	$	(17.8)	$	(46.1)	Net cash used in investing activities	$	(51.3)	$	(17.8)

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Capital expenditures in year-to-date ~~2021 were lower compared to the prior year due to our continued focus on reduced spending and were~~2022 primarily related to investments in manufacturing operations, information technology, product development and customer-facing facilities. Capital expenditures were higher compared to year-to-date 2021 due to reduced spending in the prior year as a result of the COVID-19 pandemic. We sold land for proceeds of $17.2 in year-to-date 2022 and $7.1 in year-to-date 2021. Other investing activities in year-to-date 2022 included $7.0 of proceeds from COLI policy maturities. Other investing activities in year-to-date 2021 included $3.3 of additional proceeds from the partial sale of an investment in an unconsolidated affiliate in 2018.

Cash used in financing activities


		Nine Months Ended					Nine Months Ended
Cash Flow Data — Financing Activities	Cash Flow Data — Financing Activities	November 27, 2020		November 22, 2019		Cash Flow Data — Financing Activities	November 26, 2021		November 27, 2020
Dividends paid	Dividends paid	$	(31.8)	$	(51.9)	Dividends paid	$	(45.9)	$	(31.8)
Common stock repurchases	Common stock repurchases	(42.7)		(8.7)		Common stock repurchases	(54.0)		(42.7)
Borrowings on lines of credit	Borrowings on lines of credit	250.0		—		Borrowings on lines of credit	—		250.0
Repayments on lines of credit	Repayments on lines of credit	(250.0)		—		Repayments on lines of credit	—		(250.0)
Other	Other	(2.1)		(3.5)		Other	(1.6)		(2.1)
Net cash used in financing activities	Net cash used in financing activities	$	(76.6)	$	(64.1)	Net cash used in financing activities	$	(101.5)	$	(76.6)

We paid dividends of $0.10, $0.145 and $0.145 per common share in Q1 2022, Q2 2022 and Q3 2022, respectively, and $0.07, $0.10 and $0.10 per common share in Q1 2021, Q2 2021 and Q3 2021, ~~respectively, and $0.145 per~~respectively.

In year-to-date 2022, we repurchased 3,991,083 shares of Class A common ~~share in each~~stock, 392,812 of ~~Q1 2020, Q2 2020 and Q3 2020.~~

~~During year-to-date 2021,~~ ~~we borrowed and subsequently repaid $250.0 on~~which were made to satisfy participants' tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our ~~global credit facility.~~

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Incentive Compensation Plan. In year-to-date 2021, we repurchased 3,288,795 shares of Class A common stock, 288,795 of which were made to satisfy participants' tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan. In year-to-date 2020, we repurchased 524,379 shares of Class A common stock, 279,379 of which were made to satisfy participants' tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan.

As of November ~~27, 2020,~~26, 2021, we had ~~$56.4~~$7.6 of remaining availability under the $150 share repurchase program approved by our Board of Directors in 2016.

Off-Balance Sheet Arrangements

During Q3 ~~2021,~~2022, no material change in our off-balance sheet arrangements occurred.

Contractual Obligations

During ~~year-to-date 2021,~~ ~~we borrowed and subsequently repaid $250.0 on~~Q3 2022, no material change in our ~~global credit facility.~~contractual obligations occurred.~~See~~ ~~Liquidity Facilities~~ ~~for more information.~~

Liquidity Facilities

Our total liquidity facilities as of November ~~27, 2020~~26, 2021 were:


Liquidity Facilities	November ~~27,~~26, ~~2020~~2021
Global committed bank facility	$	250.0
Other committed bank facility	4.7
Various uncommitted lines	~~20.1~~19.2
Total credit lines available	~~270.1~~ 273.9
Less: Borrowings outstanding	(1.7)
Less: Other guarantees	~~(2.2)~~(1.6)
Available capacity	$	~~267.9~~270.6

We have a $250.0 global committed ~~five-year~~ bank facility in effect through 2025. As of November ~~27, 2020,~~26, 2021, there were no borrowings outstanding under the fa~~cility~~facility, and ~~$2.2~~ ~~of guarantees reducing our availability.~~ ~~As of November 27, 2020,~~ we were in compliance with all covenants under the facility.

We have a $12.5 committed bank facility related to a subsidiary, which has current availability of $4.7 based on eligible accounts receivable of the subsidiary. As of November 26, 2021, $1.7 was outstanding under the facility.

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~~Our~~The various uncommitted lines may be changed or canceled by the ~~banks~~applicable lenders at any time. There were no borrowings outstanding, and there were $1.6 of guarantees which reduced our availability, under the various uncommitted ~~facilities~~lines as of November ~~27, 2020.~~26, 2021.

In addition to the available capacity reflected in the table above, we have credit agreements totaling ~~$37.3~~$33.9 which can be utilized to support bank guarantees, letters of credit ~~bank guarantees~~ or foreign exchange contracts. ~~Letters~~As of November 26, 2021, we had $12.7 in outstanding letters of credit and bank guarantees ~~of $12.4 were outstanding under~~against these ~~facilities as of November 27, 2020.~~agreements. There were no draws onagainst our letters of credit during year-to-date ~~2021~~2022 or year-to-date ~~2020.~~2021.

Total consolidated debt as of November ~~27, 2020~~26, 2021 was ~~$482.8.~~$482.9. Our debt primarily consists of ~~$443.8~~$444.6 in term notes due in 2029 with an effective interest rate of 5.6%. In addition, we have a term loan with a balance of $35.5 as of November ~~27, 2020 of $38.1. This~~26, 2021. The term loan has a floating interest rate based on 30-day LIBOR plus 1.20% and is due in 2024. The term notes are unsecured, and the term loan is secured by our two corporate aircraft. The term notes and the term loan do not contain financial covenants and are not cross-defaulted to our other debt facilities.

Liquidity Outlook

AtAs of November ~~27, 2020,~~26, 2021, our total liquidity, ~~position,~~which is comprised of cash and cash equivalents and the cash surrender value of COLI, aggregated to ~~$652.1.~~$445.2. Our liquidity position, funds available under our credit facilities and cash generated from operations are expected to be sufficient to finance our known or foreseeable liquidity needs.

Our significant funding requirements include operating expenses, non-cancelable operating lease obligations, capital expenditures, variable compensation and retirement plan contributions, dividend payments and debt service obligations. We have flexibility over some of these uses of cash, including capital expenditures and discretionary operating expenses, to preserve our liquidity ~~position, and we~~position. We expect ~~our~~ capital expenditures to total approximately $60 to $70 in ~~2021 will not exceed $50~~2022 compared to ~~$73.4~~$41.3 in ~~2020.~~

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During Q1 2021, in response to the COVID-19 pandemic and related economic uncertainty, we took a number of actions to protect our liquidity, including borrowing under our global credit facility, temporarily reducing pay for most of our salaried workforce, eliminating travel and events, overtime, temporary labor and annual merit increases, and scaling back project spending. During Q2 2021, as we were able to resume our manufacturing activities globally and our revenue improved, we repaid all outstanding borrowings under our global credit facility, and by Q3 2021, we restored most of our global salaried workforce to full pay. In Q2 and Q3 2021, we implemented workforce reductions in our Americas segment, and we expect to maintain the majority of our other cost reduction efforts during the remainder of 2021.

On December ~~17, 2020,~~16, 2021, we announced a quarterly dividend on our common stock of ~~$0.10~~$0.145 per share, or approximately ~~$12,~~$16, to be paid in Q4 ~~2021.~~2022. Future dividends will be subject to approval by our Board of Directors.

Critical Accounting Estimates

During Q3 ~~2021,~~2022, 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,”" "target” or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary from our expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; the COVID-19 pandemic and the actions taken by various governments and third parties to combat the pandemic; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in this Report, 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 ~~27, 2020~~26, 2021 is the same as disclosed in our Annual Report on Form 10-K for the fiscal

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year ended February ~~28, 2020.~~26, 2021. 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 ~~2021,~~2022, no material change in foreign exchange risk occurred.

Interest Rate Risk

During Q3 ~~2021,~~2022, no material change in interest rate risk occurred.

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Commodity Price Risk

During Q3 ~~2021,~~2022, no material change in commodity price risk occurred.

Fixed Income and Equity Price Risk

During Q3 ~~2021,~~2022, 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 ~~27, 2020.~~26, 2021. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of November ~~27, 2020,~~26, 2021, our disclosure controls and procedures were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) ensuring that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our 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:

For a more detailed explanation of the risks affecting our business, please refer to the Risk Factors section in our Annual Report on Form 10-K for the fiscal year ended February ~~28, 2020.~~26, 2021. There have not been any material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended February 28, 2020, except for the following risk factors which supplement and update the risk factors previously disclosed and should be considered in conjunction with the Risk Factors section in our Form 10-K for the fiscal year ended February 28, 2020:

~~The COVID-19 pandemic has had, and is expected to continue to have, a significant and adverse effect on our business.~~

The COVID-19 pandemic and the actions taken by various governments and third parties to combat the spread of COVID-19 (including, in some cases, mandatory quarantines and other suspensions of non-essential business operations) caused significant disruptions in our manufacturing and distribution operations and supply chains during Q1 2021 and required many office workers globally to work from home on a temporary basis, which has had a negative impact on global demand for our industry. In response to these developments, we took a number of actions to reduce our spending, including temporary and permanent layoffs, temporary pay reductions and reduced spending on product development and strategic initiatives. These actions have had and may continue to have a negative impact on our employee retention and our growth strategies in the future.

The economic impacts of the COVID-19 pandemic have had a negative impact on many of our customers, particularly those in the retail, hospitality, automotive, aviation, energy and flexible real estate sectors, and thus has negatively affected our revenues and may increase credit risk for us and our dealers. In addition, the actions being taken by governments and third parties to prevent the spread of COVID-19 have resulted in increased working from home for an extended period of time, which has been impacting and may continue to impact overall demand for office furniture and our revenue.

The severity of these various impacts on our business will depend in part on the extent and duration of government quarantine or stay-at-home orders, the timing of when companies have their employees return to the office, the availability of government benefits and other stimulus efforts to mitigate the effects of the COVID-19 pandemic and the speed of the recovery of economic conditions globally and locally, all of which are highly uncertain and out of our control. The impacts of COVID-19 are far-reaching, and the duration and intensity of the impact on our business, our industry and the global economy are not yet fully known.26, 2021.

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We rely on the integrity and security of our information technology systems, and our business could be materially adversely impacted by extended disruptions, significant security breaches or other compromises of these systems.

We rely on information technology systems to operate and manage our business and to process, maintain and safeguard information essential to our business as well as information relating to our customers, dealers, suppliers and employees. These systems are vulnerable to events beyond our reasonable control, including cyberattacks and security breaches, telecommunication and internet failures, natural disasters and power loss. Such events could result in operational slowdowns, shutdowns or other difficulties; loss of revenues or market share; compromise or loss of sensitive or proprietary information; destruction or corruption of data; costs of remediation, repair or recovery; breaches of obligations to third parties under privacy laws or contracts; or damage to our reputation or customer relationships; each of which, depending on the extent or duration of the event, could materially adversely impact our business, operating results or financial condition.

In October 2020, we detected a cyberattack that resulted in unauthorized access to our information technology systems. To protect our systems during that cyberattack, we temporarily shut down our global operations, which resulted in a delay of approximately $60 in revenue from Q3 2021 to Q4 2021; however, we do not believe this incident had or will have a materially adverse impact on our business, operating results or financial condition or the effectiveness of our internal controls.

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 ~~2021:~~2022:

Period (a)
Total Number of
Shares Purchased (b)
Average Price
Paid per Share (c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1) (d)
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plans
or Programs (1)
(in millions)
8/29/2020 - 10/2/2020 3,241 $ 12.34 — $ 56.4
10/3/2020 - 10/30/2020 38,275 $ 10.70 — $ 56.4
10/31/2020 - 11/27/2020 2,685 $ 10.44 — $ 56.4
Total 44,201 (2) —


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)
8/28/2021 - 10/1/2021	1,193,884	$	13.13	1,193,884	$	14.2
10/2/2021 - 10/29/2021	511,769	$	12.41	478,484	$	8.3
10/30/201 - 11/26/2021	58,430	$	11.93	58,430	$	7.6
Total	1,764,083	(2)		1,730,798

(1)In January 2016, the Board of Directors approved a share repurchase program, announced on January 19, 2016, permitting the repurchase of up to $150 of shares of our common stock. On June 28, 2021, we entered into a stock repurchase agreement with an independent third party broker under which the broker is authorized to repurchase up to $50 of shares of our common stock on our behalf during the period June 28, 2021 through December 20, 2021, subject to certain price, market and volume constraints specified in the agreement. The agreement was established in accordance with Rule 10b5-1 under the Exchange Act. Shares purchased under the agreement are part of our share repurchase program approved in January 2016.

(2)~~All of these~~33,285 shares were repurchased to satisfy participants’ tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan.

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Item 6.Exhibits:


Exhibit No.			Description

10.1*			Letter agreement between Steelcase Inc. and Allan W. Smith, Jr., dated September 22, 2021 (1)
10.2*			Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement (FY 2022) revised December 2021
31.1			Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Schema Document
101.CAL			Inline XBRL Calculation Linkbase Document
101.LAB			Inline XBRL Labels ~~LInkbase~~Linkbase Document
101.PRE			Inline XBRL Presentation Linkbase Document
101.DEF			Inline XBRL Definition Linkbase Document
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________

* Management contract or compensatory plan or arrangement.

(1) Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 24, 2021 (commission file number 001-13873), and incorporated herein by reference.

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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/ Robin L. Zondervan
			Robin L. Zondervan Vice President, Corporate Controller ~~and~~ & Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

Date: December ~~22, 2020~~20, 2021


Q3 2021 Organic Revenue Decline	Americas			EMEA			Other			Consolidated
Q3 2020 revenue	$	690.9		$	168.4		$	95.9		$	955.2

Divestiture	—			—			(14.9)			(14.9)
Currency translation effects*	0.2			10.2			0.6			11.0
Q3 2020 revenue, adjusted	691.1			178.6			81.6			951.3
Q3 2021 revenue	416.4			143.3			57.8			617.5


Organic decline $	$	(274.7)		$	(35.3)		$	(23.8)		$	(333.8)
Organic decline %	(40)		%	(20)		%	(29)		%	(35)		%

* Currency translation effects represent the estimated net effect of translating Q3 2020 foreign currency revenues using the average exchange rates during Q3 2021.