The following business overview is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this Annual Report on Form 10-K (“Report”). As used in this Report, unless otherwise expressly stated or the context otherwise requires, all references to “Steelcase,” “we,” “our,” “Company” and similar references are to Steelcase Inc., a Michigan corporation, and its subsidiaries in which a controlling interest is maintained. Unless the context otherwise indicates, reference to a year relates to the fiscal year, ended in February of the year indicated, rather than the calendar year, unless indicated by a month or specific date reference. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third and fourth quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share data, data presented as a percentage or as otherwise indicated.

Overview

At Steelcase, our purpose is to help people do their best work by creating places that work better. Through our family of brands that includeincludes Steelcase®, AMQ®, Coalesse®, Designtex®, HALCON™, Orangebox®, Smith System® and Viccarbe®, we offer a comprehensive portfolio of furniture and architectural products and services designed to help customers create workplaces that help people reach their full potential at work, wherever work happens. Our solutions are inspired by the insights gained from our human-centered research process. We are a globally integrated enterprise,global company, headquartered in Grand Rapids, Michigan, U.S.A., with approximately 11,90011,300 employees. Steelcase was founded in 1912 and became publicly traded in 1998, and our Class A Common Stock is listed on the New York Stock Exchange under the symbol “SCS”.

We focus on translating our research-based insights into products, applications and experiences that help organizations around the world amplify the performance of their people, teams and enterprise.enterprises. We help our customers create office, healthcare and educational environments that support attraction and retention of talent, employee well-being and engagement, organizational culture and productivity, and other needs of their people, while also optimizing the value of their real estate investments. Our global scale and reach allow us to provide a consistent experience to global customers while offering local differentiation through our local dealer network.network and tailored solutions. 

We market our products and services to businesses and organizations primarily through a network of dealers, and we also sell to consumers in markets around the world through web-based and retail distribution channels.

Strategic Priorities

Our strategic priorities align with our purpose and reflect a set of choices which we believe will position us for growth. We are focused on leading the transformation of work, where employees shift between working in the office and working remotely over the course of a week. We aim to do this by offering innovative solutions to our customers that support the growing needs for privacy, social connection and collaboration in this new era of work. We also aim to deependiversify the customers and markets we serve by deepening our presence in key adjacent growth opportunities, including certain geographic and vertical marketsareas such as learning, health, and home, and to enhance our capabilities to better serve smallersmall and mid-sized customers. We are focused on creating value by using our businessproduct designs and insights to help organizations work better, through market-leading performance in our approach to our people our products and the planet. Our strategic priorities also include profitability initiatives to drive fitness, reduce complexity and maximize efficiency, reallocating resources toward our highest priorities and maintaining a strong balance sheet to support our growth objectives.

Our Offerings

Our brands provide a comprehensive portfolio of furniture and architectural products for individual and collaborative work across a range of price points. Our furniture portfolio includes furniture systems, seating, storage, fixed and height-adjustable desks, benches and tables and complementary products such as work accessories, lighting, mobile power and screens. Our seating products include task chairs which are highly ergonomic, seating that can be used in collaborative environments and casual settings and specialty seating for specific vertical markets such as education and healthcare. Our interior architectural products include full and partial height walls and free-standing architectural pods. We also offer services designed to enhance the performance of people, space and real estate. These services include workplace strategy consulting, lease origination services and furniture and asset management.

Steelcase brand extensions include:

AMQ offers high-quality, affordable products for collaborative environments, training rooms, private offices and work stations, including height-adjustable desking and benching, storage,seating, screens tables and seating for workstations, collaborative environments and training rooms.storage. AMQ specializes in in-stock furniture that delivers in just ten business days,a 30-day design-to-installation customer experience, with adaptable and modern designs that fit contemporary, active office spaces, ideal for small and mid-sized businesses.

Led by intuition, backed by research and driven by design, Coalesse creates thoughtful furnishings that bring new life to the modern workplace and ancillary settings. The brand blends beauty and utility into theirits designs to help customers make great spaces that inspire great work, by empowering social connection, creative collaboration, focus and rejuvenation.

Designtex offers applied materials that enhance environments and is a leading resource for applied surfaces knowledge, innovation and sustainability. Designtex products include premium fabrics and surface materials and imaging solutions designed to enhance seating, walls, workstations and floors. These materials provide privacy, wayfinding, motivation, communications and artistic expression.

HALCON is a designer and manufacturer of precision-tailored wood furniture for the workplace. HALCON specializes in custom wood and executive-level tables, credenzas, and desks. This furniture is of enduring quality, backed by a genuine dedication to service and customization.

Orangebox is a designer and manufacturer of furniture, soft seating, and free-standing architectural pods for the changing workplace with a focus on "Smartworking" solutions: furniture and architecture that fosters collaboration while providing contemporary aesthetics, visual and acoustical privacy and commercial-grade performance.

Smith System is a leading designer and manufacturer of high-quality furniture for the pre-K-12 education market. Smith System offers desking, seating, lounge and storage products. Smith System designs and manufactures products that support inspired learning and better learning outcomes – addressing the needs of the student, the demands of the curriculum and the realities of space, maintenance and budget.

Viccarbe offers contemporary furniture for high-performance collaborative and social spaces, including contract, hospitality, retail and outdoor settings. Viccarbe's collection is the result of years of collaboration with globally renowned designers.

Marketing Partnerships

We maintain marketing partnerships with a number of companies, including Blu Dot, Bolia, Carl Hansen & Son, Crestron, EMU, Established & Sons, Extremis, FLOS, the Frank Lloyd Wright Foundation, Goodee, Kartell, Kwickscreen, Logitech, m.a.d. furniture,, Mattiazzi, Microsoft, Moduform, Moooi, Nanimarquina, PolyVision, Snowsound, Tom Dixon, VergeSense, West Elm and Zoom. These partnerships are intended to allow us to market additional products and services to our dealers and customers that are complementary to our products and services and leverage our scale. These partnerships take several forms, the most common of which involves us purchasing and reselling the partner’s products to our dealers and customers. In other situations, we market the partner’s products to our dealers and customers and receive a fee from the partner, and we typicallymay also transport and deliver those products to our dealers and customers for a fee. We also have marketing partnerships where we co-develop products with our partner that we manufacture or source from third parties or where we and our partner agree to co-market our products and services to customers. Most of our marketing partnerships are on a regional basis. 

Reportable Segments

Our Americas segment serves customers in the United States (“U.S.”), Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of furniture, architectural, textile and architecturalsurface imaging products that are marketed to corporate, government, healthcare, education and retail customers primarily through the Steelcase, AMQ, Coalesse, Designtex, HALCON, Orangebox, Smith System and Viccarbe brands.

We serve Americas customers mainly through approximately 380 Steelcase independent and company-owned dealer locations and other non-aligned dealers, and we also sell directly to end-use customers. Our end-use customers tend to be larger multinational, regional or local companies and are distributed across a broad range of industries, and vertical markets, including education, financial services, flexible real estate, government, healthcare, information technology, insurance, retailmanufacturing and manufacturing.retail. In the Americas segment, no industry individually represented more than 17% of the segment's revenue in 2024.

Each of our dealers maintains its own sales force which is complemented by our sales representatives who work closely with our dealers throughout the selling process. The largest independent Steelcase dealer in the Americas accounted for approximately 6% of the segment’s revenue in 2023,2024, and the five largest independent Steelcase dealers collectively accounted for approximately 19%16% of the segment’s revenue in 2023.2024.

The Americas office furniture industry is highly competitive, with a number of competitors offering similar categories of products. The industry competes on a combination of insight, product performance, design, price, service and relationships with customers, architects and designers. Our most significant competitors in the U.S. are MillerKnoll, Inc., Haworth, Inc. and HNI Corporation.

Our EMEAInternational segment serves customers in Europe, the Middle East and Africa primarily under the Steelcase, Coalesse, Orangebox("EMEA") and Viccarbe brands,Australia, China, India, Japan, Korea and other countries in Southeast Asia ("Asia Pacific"), with a comprehensive portfolio of furniture and architectural products. Our largest presence is in Western Europe, where we believe weproducts that are amongmarketed to corporate, government, education and retail customers primarily through the market leaders in France, Germany, SpainSteelcase, Coalesse, Orangebox, Smith System and the United Kingdom ("U.K.").Viccarbe brands.

We serve EMEAInternational customers mainly through approximately 320390 independent and company-owned Steelcase dealer locations and other non-aligned dealers, and we also sell directly to end-use customers. The largest independent Steelcase dealer in the EMEAInternational segment accounted for less than 4%approximately 3% of the segment’s revenue in 2023.

The EMEA office furniture market ismarkets in EMEA and Asia Pacific are highly competitive and fragmented. We compete with many local and regional manufacturers in many different markets. In several cases, these local competitors focus on specific product categories.

Joint Ventures and Other Equity Investments

Customer and Dealer Concentrations

Our largest customer accounted for approximately 2% of our consolidated revenue in 2023,2024, and our five largest customers collectively accounted for approximately 6% of our consolidated revenue. However, these percentages do not include revenue from various U.S. federal government agencies. In 2023,2024, our sales to U.S. federal government agencies represented approximately 3% of our consolidated revenue. We do not believe our business is dependent on any single or small number of end-use customers, the loss of which would have a material adverse effect on our business.

No single independent Steelcase dealer accounted for more than 4% of our consolidated revenue in 2023.2024. The five largest independent Steelcase dealers collectively accounted for approximately 14%12% of our consolidated revenue in 2023.2024. We do not believe our business is dependent on any single independent dealer, the loss of which would have a sustained material adverse effect on our business.

Manufacturing and Logistics

We have manufacturing and distribution operations throughout North America (in the U.S. and Mexico), Europe (in the Czech Republic, France, Germany, Spain and the U.K.) and in Asia (in China, India and Malaysia). Our global manufacturing and distribution operations are largely centralized under a single organization to serve our customers’ needs across multiple brands and geographies.

Our physical distribution system utilizes commercial transport, dedicated fleet and company-owned delivery services. We utilize a network of regional distribution centers in the Americas and EMEA to minimize freight and delivery costs and improve service to our dealers and customers.

Materials

Approximately 61%58% of our cost of sales in 20232024 related to raw materials, components and finished goods purchased from a significant number of suppliers around the world. The raw materials that we purchase and that are used in the manufacture of the components and finished goods that we purchase include steel, petroleum-based products (including plastics and foam), aluminum, other metals, wood and particleboard. Our global supply chain team continually evaluates current market conditions, the financial viability of our suppliers and available supply options on the basis of quality, reliability of supply and cost. During 2023, the availability of some materials was negatively impacted by supply chain disruptions as discussed above. In addition, the prices for many of the raw materials, components and finished goods we purchase have increased as a result of significant inflationary pressures over the last two years.

Research, Design and Development

Our extensive global research—a combination of user observations, feedback sessions and sophisticated analyses—has helped us develop social, spatial and informational insights into work effectiveness. We maintain collaborative relationships with external world-class innovators, including leading universities, think tanks and knowledge leaders, to expand and deepen our understanding of how people work.

Understanding patterns of work enables us to identify and anticipate user needs across the globe. Our design teams explore and develop prototypical solutions to address these needs, which vary from furniture and architectural solutions to single products or enhancements to existing products and across different vertical market applications such as healthcare and education. Organizationally, global design leadership directs project work, which is distributed to design studios around the world and sometimes involves external design services.

Our marketing team evaluates product concepts using several criteria, including financial return metrics, and chooses which products will be developed and launched. Designers then work closely with engineers and suppliers to co-develop products and processes that incorporate innovative user features with efficient manufacturing practices. Products are tested for performance, quality and compliance with applicable local standards and regulations.

We incurred $48.2, $44.4 $45.4 and $48.1$45.4 in research, design and development expenses in 2024, 2023 2022 and 2021,2022, respectively. In addition, we sometimes pay royalties to external designers of our products as the products are sold, and these costs are not included in research and development expenses.

Intellectual Property

We generate and hold a significant number of patents in a number of countries in connection with the operation of our business. We also hold a number of trademarks that are very important to our identity and recognition in the marketplace. We do not believe that any material part of our business is dependent on the continued availability of any one or all of our patents or trademarks or that our business would be materially adversely affected by the loss of any of such, except the “Steelcase,” "AMQ," “Coalesse,” "Designtex," "HALCON," “Orangebox,” and “Smith System” trademarks.

We occasionally enter into license agreements under which we pay a royalty to third parties for the use of patented products, designs or process technology. We have established a global networktechnology, none of intellectual property licenses withwhich are considered material to our subsidiaries.business.

Human Capital Resources

We aspire to be a people-centered, purpose-driven company where our employees feel they belong and can be proud of their work. At Steelcase, we believe that together we will help protect the planet through our environmental commitments, help our people thrive, and sustain a culture of trust and integrity to drive towards ethical business outcomes. The following core values guide our commitments and actions:

We believe our employees are our greatest asset, and we are dedicated to the continuous learning and professional development of every employee. We invest in our employees through multiple avenues, including providing competitive pay and benefits, sharing profits through our annual bonus programs, offering career development and professional training programs, providing inspiring and supportive spaces for our employees to work and collaborate and offering a range of services to support our employees' physical, emotional, cognitive and financial well-being.

Our leaders play a critical role in curating our culture, and we have established a set of leadership pillars and accompanying learning and development activities designed to promote empathic leadership and align leader actions with our core values and the culture we strive to create. These pillars are:

We strive to create an environment where employees around the globe are valued, respected, accepted and encouraged to be authentic and to fully participate in our organization. We believe our unique culture helps to unlock each employee's unique contributions and amplifies the power of the individual to better serve our customers and the communities in which we live and work. We are committed to advancing diversity, equity and inclusion through the following key objectives:

Learning is how we work and how we lead. We aspire to be a learning organization that builds capabilities for the evolving needs of our business and adapts our culture as a competitive advantage. Developing our talent in consistent ways is essential to our business strategy, and we are continually focused on providing all our employees with the resources they need to reach their full potential. We approach talent development through a variety of tools, practices and experiences, including:

Our compensation and benefits programs are designed to attract, retain and motivate talented employees. Our philosophy is to:

This philosophy is achieved through competitive pay and benefits and a variety of other offerings such as career development and well-being initiatives. We review pay ranges annually and adjust pay as needed to ensure external competitiveness and internal equity. We also share profits with both salaried and hourly employees through our annual bonus programs. We believe our philosophy helps promote a culture where our employees feel they are supported and that their contributions are valued.

Environmental Matters

We are subject to a variety of federal, state, local and foreign laws and regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment (“Environmental Laws”). We believe our operations are in substantial compliance with all Environmental Laws. We do not believe existing Environmental Laws have had or will have any material effects upon our capital expenditures, earnings or competitive position.

Under certain Environmental Laws, we could be held liable, without regard to fault, for the costs of remediation associated with our existing or historical operations. We could also be held responsible for third-party property and personal injury claims or for violations of Environmental Laws relating to contamination. We are a party to, or otherwise involved in, proceedings relating to several contaminated properties being investigated and remediated under Environmental Laws, including as a potentially responsible party in several Superfund site cleanups. Based on our information regarding the nature and volume of wastes allegedly disposed of or released at these properties, the total estimated cleanup costs and other financially viable potentially responsible parties, we do not believe the costs to us associated with these properties will be material, either individually or in the aggregate. We have established reserves that we believe are adequate to cover our anticipated remediation costs. However, certain events could cause our actual costs to vary from the established reserves. These events include, but are not limited to: a change in governmental regulations or cleanup standards or requirements; undiscovered information regarding the nature and volume of wastes allegedly disposed of or released at these properties; the loss of other

Available Information

We are not including the information contained on our website as a part of, or incorporating it by reference into, this Report.

The following risk factors and other information included in this Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we do not know about currently, or that we currently believe are not material, may also adversely affect our business, operating results, cash flows and financial condition. If any of these risks actually occur, our business, operating results, cash flows and financial condition could be materially adversely affected.

Macroeconomic and Workplace Trends Risk Factors

Advances in technology, changing workforce demographics, increased working from home,remote work, shifts in work styles and behaviors and the globalization of business have been changing the world of work and impacting the types and amounts of workplace products and services purchased by our customers. In recent years, these trends have resulted in changes such as:

We compete on a variety of factors, including: brand recognition and reputation; insights from our research; the breadth of our global reach and product portfolio; product design and features; price, lead time, delivery and service; product quality; strength of our dealer network and other distributors; relationships with customers and key influencers, such as architects, designers and real estate managers; and our commitments to sustainable product design and reducing our environmental impact. If we are unsuccessful in continuing to develop and offer a wide variety of solutions which respond to changes in workplace trends, or if we or our dealers are unsuccessful in

Our revenue is generated predominantly from the office furniture industry, and demand for office furniture is influenced by macroeconomic factors, such as corporate profits, non-residential fixed investment, white-collar employment and commercial office construction and vacancy rates, which can be difficult to predict. The office furniture industry has experienced periodic major declines in demand, driven by global economic downturns.downturns in the Americas, EMEA, and Asia Pacific. During these downturns, our revenue declined substantially and our profitability was significantly reduced. Our revenues and profitability can be, and currently are being, impacted by adverse changes in these macroeconomic factors. Adaptations of our business to changing macroeconomic factors can result in material restructuring costs, and if we are unsuccessful in making such adaptations, our operating results may be adversely affected.

Our longer-term success depends on our ability to successfully develop, implement and manage our growth strategies, which include:

If these strategies to increase our revenues are not sufficient, or if we do not execute these strategies successfully, our global market share and profitability may be adversely affected.

Manufacturing, Supply Chain and Distribution Risk Factors

We and our suppliers purchase raw materials (including steel, plastics, foam, aluminum, other metals, wood and particleboard) from a significant number of sources globally. These raw materials are not rare or unique to our industry. The costs of these commodities, as well as fuel, freight, energy, labor and other input costs can fluctuate due to changes in global, regional or local supply and demand, larger currency movements and changes in tariffs and trade barriers, which can also cause supply interruptions.

We are reliant on the timely flow of raw materials, components and finished goods from a global network of third-party suppliers. The flow of such materials, components and goods may be affected by:

Any disruptions or fluctuations in the supply and delivery of raw materials, components and finished goods or deficiencies in our ability to manage our global network of suppliers could have an adverse impact on our business, operating results or financial condition. During 2023, our suppliers were negatively impacted by disruptions and fluctuations in the availability of raw materials, labor, transportation and logistics. These factors led to significant disruptions and delays in the supply of raw materials, components and finished goods to us, which negatively impacted our order lead times and our ability to consistently deliver products to our customers on time, as well as our costs of procuring such items and carrying higher than historical levels of inventory.

We manufacture most of our products on a regional basis, and as a result, we often export products from where they are manufactured to where they are sold within the region. We also source raw materials, components and finished goods from a global network of suppliers. In particular in 2023,2024, approximately 35%34% of the products we sold to customers in the U.S., including U.S. government agencies, were manufactured outside of the U.S., predominantly by our subsidiaries in Mexico, which operate as maquiladoras. Changes in tariffs or trade agreements could impact the cost of importing our products into the countries where they are sold and the cost of raw materials and components sourced from other countries, which in turn could adversely impact our gross margins and our price competitiveness. In addition, changes in U.S. government procurement rules requiring a certain amount of domestic content in finished goods, or requiring finished goods to be produced in the U.S., could have an adverse impact on our business, operating results or financial condition.

ManyMost of our products are currently produced in only one location in each of the three geographic regions in which we operate (the Americas, EMEA and Asia Pacific), certain components are manufactured in only one location globally and our manufacturing model is predominately make-to-order. As a result, any issue which impacts the production capabilities of one of our manufacturing locations, such as natural disasters, severe weather events, pandemics, disruptions in the supply of materials or components, systems and equipment failures or disruptions caused by labor activities, could have an adverse impact on our business, operating results or financial condition.

Our business is dependent on our ability to manage our relationships with our independent dealers. From time to time, we or a dealer may choose to terminate our relationship, or the dealer could face financial insolvency or difficulty in transitioning to new ownership, and establishing a new dealer in a market can take considerable time and resources. Disruption of dealer coverage within a specific local market could have an adverse impact on our business within the affected market. The loss or termination of a significant number of dealers or the inability to establish new dealers could cause difficulties in marketing and distributing our products and have an adverse effect on our business, operating results or financial condition. In the event that a dealer in a strategic market experiences financial difficulty, we may choose to make financial investments in the dealership, which would reduce the risk of disruption but increase our financial exposure. Alternatively, we may elect to purchase and operate dealers in certain markets, which would also require use of our capital and increase our financial exposure.

We rely on our dealers to sell, deliver and install products to our customers, and their ability to perform and their financial conditions could be affected by events such as natural disasters, severe weather events, pandemics, systems and equipment failures or disruptions, cyberattacks or security breaches. A significant disruption in the operations of our dealers could have an adverse impact on our business, operating results or financial condition.

Global Footprint Risk Factors

We have manufacturing facilities, sales locations and offices in many countries, and as a result, we are subject to risks associated with doing business globally. Our success depends on our ability to manage the complexity associated with designing, developing, manufacturing and selling our solutions in a variety of countries.Ourcountries. Our global presence is also subject to market risks, which in turn could have an adverse effect on our business, operating results or financial condition, including:

economically effective. If we are not successful in managing currency exchange rate fluctuations, they could have an adverse effect on our business, operating results or financial condition.

We operate globally in multiple currencies, but we translate our results into U.S. dollars for reporting purposes, and thus our reported results may be positively or negatively impacted by the strengthening or weakening of the other currencies in which we operate against the U.S. dollar.

In addition, we face restrictions in certain countries that limit or prevent the transfer of funds to other countries or the exchange of the local currency to other currencies, which could have a negative impact on our profitability. We also face risks associated with fluctuations in currency exchange rates that may lead to a decline in the value of the funds held in certain jurisdictions, as well as the value of intercompany balances denominated in foreign currencies.

Financial Risk Factors

We have net goodwill of $276.8$274.8 as of February 24, 2023.23, 2024. Goodwill is not amortized but is evaluated for impairment annually in Q4 or whenever an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Poor performance in portions of our business where we have goodwill, including failure to achieve projected performance from acquisitions, or declines in the market value of our equity, may result in impairment charges, which would adversely affect our results of operations.

We have deferred tax assets related to net operating loss ("NOL") and tax credit carryforwards totaling $36.5$33.4 and $17.9,$12.7, respectively, against which valuation allowances totaling $3.1$4.3 have been recorded. NOL carryforwards are primarily related to foreign jurisdictions. Tax credit carryforwards consist of U.S. foreign tax credits and foreign investment tax credits. We may be unable to generate sufficient taxable income from future operations in the jurisdictions in which we maintain deferred tax assets related to NOL and tax credit carryforwards, or implement tax, business or other planning strategies, to fully utilize the recorded value of our NOL and tax credit carryforwards. These deferred tax assets are recorded in various currencies that are also subject to foreign exchange risk, which could reduce the amount we may ultimately realize. Additionally, future changes in tax laws or interpretations of such tax laws may limit our ability to fully utilize our NOL and tax credit carryforwards.

General Risk Factors

We rely on information technology systems, including cloud-based systems operated by third parties, to operaterun and manage our business and to process, maintain and safeguard information essential to our business as well as information relating to our customers, dealers, suppliers and employees. These systems are vulnerable to events beyond our reasonable control, including cyberattacks and security breaches, the need for system upgrades and support, telecommunication and internet failures, natural disasters and power loss. Such events could result in operational slowdowns, shutdowns or other difficulties; loss of revenues or market share; compromise or loss of sensitive or proprietary information; destruction or corruption of data; costs of remediation, upgrades, repair or recovery; breaches of obligations to third parties under privacy laws or contracts; or damage to our reputation or customer relationships; each of which, depending on the extent or duration of the event, could materially adversely impact our business, operating results or financial condition. In the case of systems operated by third parties, we rely on the security programs maintained by those parties. We maintain insurance coverage, which may cover some of these risks, subject to the terms and conditions of the applicable policies, but such coverage may not be available or sufficient to cover all of the losses that may arise.

We sell enterprise resource planning software and software-as-a-service offerings to our dealers. In connection with some of these offerings, we collect and store data belonging to our dealers, and we rely on third parties, such as cloud hosting providers and other service providers, to perform some of our obligations. If the security measures we and our third-party vendors use are breached, if there are errors in our software or if there are any service interruptions caused by other events, our offerings may not operate properly, dealer data could be lost or compromised, and our dealers’ businesses may be disrupted. In such events, we may incur legal liabilities, lost business or harm to our brand reputation, which could have a material negative impact on our business, operating results or financial condition.

Product defects can occur within our own product development and manufacturing processes or through our reliance on third parties for product development and manufacturing activities. We incur various expenses related to product defects, including product warranty costs, product recall and retrofit costs and product liability costs, which can have an adverse impact on our results of operations. In addition, the reputation of our brands may be diminished by product defects and recalls.

We maintain a reserve for our product warranty costs based on certain estimates and our knowledge of current events and actions. While we continue to make significant investments to improve product quality, our actual

None.

We have operations at locations throughout the U.S. and around the world. None of our owned properties are mortgaged or are held subject to any significant encumbrance. We believe our facilities are in good operating condition and, at present, are sufficient to meet our volume needs currently and for the foreseeable future. Our global headquarters is located in Grand Rapids, Michigan, U.S.A. Our owned and leased principal manufacturing and distribution center locations with greater than 100,000 square feet are as follows:

We are involved in litigation from time to time in the ordinary course of our business. Based on known information, we do not believe we are a party to any lawsuit or proceeding that is likely to have a material adverse effect on the Company.

Not applicable.

Our executive officers are:

Common Stock

Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “SCS”. Our Class B Common Stock is not registered under the Exchange Act and there is no established public trading market. See Note 15 to the consolidated financial statements for additional information. As of the close of business on April 11, 2023,9, 2024, we had outstanding 113,953,086114,728,958 shares of common stock with 4,8204,628 shareholders of record. Of these amounts, 93,538,67394,458,144 shares are Class A Common Stock with 4,7564,565 shareholders of record and 20,414,41320,270,814 shares are Class B Common Stock with 6463 shareholders of record.

Stock Performance Graph

The following graph shows the yearly percentage change in cumulative shareholder return, assuming a $100.00 investment on February 28, 2018.22, 2019. The S&P 500 Stock Index is used as a performance indicator of the overall stock market. The Peer Group consists of threetwo companies that manufacture office furniture and have industry characteristics that we believe are similar to Steelcase. The peer group consists of HNI Corporation Kimball International, Inc. and MillerKnoll, Inc. (priorPrior to their merger on July 19, 2021, the peer group included both Herman Miller, Inc. and Knoll, Inc.)., and prior to HNI Corporation's acquisition of Kimball International, Inc. on June 1, 2023, the peer group included both HNI Corporation and Kimball International, Inc. The returns of each company in this group are weighted by their relative market capitalization at the beginning of each fiscal year.

Fourth Quarter Share Repurchases

The following is a summary of share repurchase activity during Q4 2023:2024:

The following review of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes thereto included elsewhere within this Report.

Financial Summary

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

The current year results of operations are presented in comparison to the prior year within the sections below. For a discussion of the 20222023 results of operations in comparison to 2021,2022, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 20222023 Annual Report on Form 10-K.10-K (which was updated by Exhibit 99.1 to our Current Report on Form 8-K filed on September 22, 2023, to conform with our reportable segments reflected herein).

Overview

In 2023,2024, our revenue, gross margin and earnings per share improved compared to 2023, despite a decline in revenue, primarily driven by continued benefits from the prior year as year-over-year pricing benefits exceeded year-over-year inflation impacts. During 2022 andactions we implemented over the first halfprevious two years in response to significant inflationary pressures. Many of 2023, broad-basedthe supply chain disruptions such as labor shortages and delayswe experienced in long distance supply chains, impacted our ability to manufacture and complete deliveries to our customers,2023 abated, and we experienced significant inflation in steel, fuel and other commodities.made additional operational improvements. Volume declined year over year as industry demand remained soft. In response to the inflationary pressures,softening demand in certain markets in our International segment, we implemented multiple list price increases globallyrestructuring actions in 2022EMEA and 2023Asia Pacific.

We achieved modest order growth (adjusted for the impact of divestitures and a temporary surchargecurrency translation effects) in the Americas in 2023. As2024 compared to 2023, offset by order declines in International. Year-over-year order growth in the Americas improved over the course of the endyear, with growth of 2023, the benefits of our cumulative pricing actions approximated the cumulative inflation we incurred over the past two years, and we expect to have continued gross margin improvement from our pricing actions in 2024. In addition, supply chain disruptions began to ease12% in the second half of 2023 which led to reduced lead times and faster order fulfillment.

Our liquidity increased $237.8 during 2024 driven by our improved earnings and a reduction in working capital as we decreased inventory levels as supply chain disruptions abated, and we also generated $49.4 of proceeds from the sale of fixed assets. During 2024, we invested in our business transformation initiative as we entered the application-development phase for our new ERP system. We expect to have significant additional investments and expenditures for this initiative in 2025 and expect to deploy the softening demand patternsnew ERP system beginning in Q3 2023, we took actions to reduce our operational spending which included workforce reductions in the Americas and actions to wind down our customer aviation function.2026.

We recorded net income of $81.1 and diluted earnings per share of $0.68 in 2024 compared to net income of $35.3 and diluted earnings per share of $0.30 in 20232023. Operating income of $117.8 in 2024 represented an improvement of $52.3 compared to net income of $4.0 and diluted earnings per share of $0.03 in 2022. Operatingoperating income of $65.5 in 2023 represented an increase of $45.4 compared to the prior year. The increaseimprovement was driven by higher pricing benefits, net of inflation, higher volume, partially offset by the impacts of lower volume and higher operating expensesexpenses. We reported adjusted operating income of $157.5 and $19.2adjusted earnings per share of restructuring costs related$0.93 in 2024 compared to workforce reductions in the Americas and wind down of our customer aviation function. We reported adjusted operating income of $107.5 and adjusted earnings per share of $0.56 in 2023, and we had adjusted operating income of $34.9 and adjusted earnings per share of $0.13 in the prior year.

Revenue of $3,232.6$3,159.6 in 20232024 represented an increasea decline of $459.9$73.0 or 16.6%2% compared to the prior year, drivenyear. Revenue declined by growth across all segments. Approximately $325approximately 9% due to lower volume (net of the increaseimpact of an acquisition and divestitures), which was related topartially offset by approximately 6% revenue growth from higher pricing benefits and approximately $210 was related to higher volume (which included approximately $65 from acquisitions), partially offset by approximately $78$14.1 of unfavorablefavorable currency translation effects, primarily in EMEA.effects. Revenue increaseddecreased by 22.9%1% in the Americas 1.9%and 7% in EMEA and 4.6%International. On an organic basis, revenue in the Other category. Organic revenue growth was $480.3 or 17%2024 represented a decline of 2% compared to the prior year, with 20%revenue approximately flat in the Americas 13%and an 8% decline in EMEA and 8% in the Other category.International.

Operating expenses increased by $95.8$39.3 in 2023, but decreased by 902024, or 180 basis points as a percentage of revenue, compared to the prior year. Operating expenses in 20232024 included:

Operating expenses included $4.8 of gains related to the sale of land and other fixed assets and $6.1 of gains primarily related to the sale of aircraft and other aviation assets in 2024 compared to $12.9 of gains on sales of fixed assets, primarily land, in 2023. In addition, operating expenses in 2024 reflected a $9.5 benefit from a decrease in the valuation of a contingent earnout liability compared to $5.2 of expense from an increase in the valuation of a contingent earnout liability

We recorded restructuring costs of $19.2$22.5 in the Americas2024 compared to $19.2 in 2023. See Note 21 to the consolidated financial statements for additional information.

Our 2024 effective tax rate was 24.3% compared to a 2023 effective tax rate wasof 31.6% compared to a 2022 effective tax rate of (150.0)%, which included $3.6 of discrete tax benefits.. See Note 16 to the consolidated financial statements for additional information.

Interest Expense, Investment Income and Other Income, Net

Interest expenseInvestment income increased by $5.5 in 2023 increased2024 compared to 20222023 due to borrowings under our global committed credit facilitya higher level of cash and cash equivalents and improved investment returns. Miscellaneous income (expense), net included a $1.7 impairment on a cost method investment in 2023. Total other income, net2024 and included a $2.2 gain on the sale of an investment in 2023 increased compared to 2022 driven by a $4.5 increasean unconsolidated affiliate in income recorded from our unconsolidated affiliates related to our dealer investments and manufacturing joint venture.2023.

Business Segment Disclosure

See Note 20 to the consolidated financial statements for additional information regarding our business segments.

Americas

The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of furniture, architectural, textile and architecturalsurface imaging products that are marketed to corporate, government, healthcare, education and retail customers primarily through the Steelcase, AMQ, Coalesse, Designtex, HALCON, Orangebox, Smith System and Viccarbe brands.

Operating income in the Americas increased by $59.4$66.4 in 20232024 compared to the prior year. The increase was driven by higher pricing benefits net of inflation, and higher volume,lower restructuring costs, partially offset by the impacts of lower volume and higher operating expenses. The 2023 results included $19.2 of restructuring costs. Adjusted operating income of $141.2$159.6 in 20232024 represented an improvement of $86.3$44.8 compared to the prior year.

The Americas revenue represented 72.4%76.6% of consolidated revenue in 2023.2024. In 2023,2024, revenue of $2,340.8 represented an increase of $435.8decreased by $16.4 or 22.9%1% compared to the prior year. The increase includedRevenue declined by approximately $250 related7% due to lower volume (net of the impact of an acquisition and divestitures), which was partially offset by approximately 6% revenue growth from higher pricing benefits and approximately $190 related to higher volume (including approximately $55 from acquisitions). Organicbenefits. On an organic basis, revenue growthdeclined $5.4 in 2023 was $387.5 or 20%2024 compared to the prior year.

Cost of sales as a percentage of revenue improved by 210380 basis points in 20232024 compared to the prior year. The improvement was driven by approximately $150 ofthe higher pricing benefits netpartially offset by the impacts of inflation,lower volume, unfavorable business mix and the benefits$14.4 of higher variable compensation expense. We also realized approximately $23 of savings from operational improvements, which were mostly offset by higher employee costs.

Operating expenses in 2024 also included $4.2 of gains related to the sale of land and other fixed assets and $6.1 of gains primarily related to the sale of aircraft and other aviation assets compared to $12.9 of gains on sales of fixed assets, primarily land, in 20232023. In addition, operating expenses in 2024 reflected a $4.7 benefit from a decrease in the valuation of a contingent earnout liability compared to a $15.4 gain on the sale$2.6 of landexpense from an increase to this liability in 2022.2023.

The EMEAInternational segment serves customers in Europe, the Middle EastEMEA and Africa primarily under the Steelcase, Coalesse, Orangebox and Viccarbe brands,Asia Pacific with a comprehensive portfolio of furniture and architectural products.products that are marketed to corporate, government, education and retail customers primarily through the Steelcase, Coalesse, Orangebox, Smith System and Viccarbe brands.

EMEA revenue represented 18.9% of consolidated revenueThe operating loss in 2023. In 2023, revenue of $610.1 represented an increase of $11.6 or 1.9%International increased by $14.1 in 2024 compared to the prior year. The increase was broad-based across all markets.driven by restructuring costs and the impacts of lower volume, partially offset by higher pricing benefits. The adjusted operating loss of $2.1 in 2024 represented an improvement of $5.2 compared to the prior year.

International revenue represented 23.4% of consolidated revenue in 2024. In 2024, revenue decreased by $56.6 or 7% compared to the prior year. Revenue increaseddeclined by approximately $60 related16% due to lower volume (net of the impact of a divestiture), which was partially offset by 7% revenue growth from higher pricing benefits and by approximately $15 related to higher volume (including approximately $11 from an acquisition), mostly offset by approximately $66$17 of unfavorablefavorable currency translation effects. OrganicOn an organic basis, revenue growthdeclined $63.3 or 8% in 2023 was $72.5 or 13%2024 compared to the prior year.

Cost of sales as a percentage of revenue increasedimproved by 160300 basis points in 20232024 compared to the prior year. The increaseimprovement was driven by approximately $45 ofthe higher inflation, approximately $4 of higherpricing benefits, lower overhead costs and freight and labor inefficiencies and approximately $2 of unfavorable currency impacts,additional operational improvements partially offset by approximately $60the impacts of higher pricing benefits and the benefits of higherlower volume.

Operating expenses were flat in 2023, but decreasedincreased by 40$2.6, or 240 basis points as a percentage of revenue in 2024, compared to the prior year. Operating expenses in 20232024 included:

Non-GAAP Financial Measures

We define organic revenue growth (decline) as revenue growth (decline) excluding the impact of acquisitions and divestitures and foreign currency translation effects. Organic revenue growth (decline) is calculated by adjusting prior year revenue to include revenues of acquired companies prior to the date of the company's acquisition, to exclude revenues of divested companies and to use current year average exchange rates in the calculation of foreign-denominated revenue. We believe organic revenue growth (decline) is a meaningful metric to investors as it provides a more consistent comparison of our revenue to prior periods as well as to industry peers.

We define adjusted operating income (loss) as operating income (loss) excluding amortization of purchased intangible assets goodwill impairment charges and restructuring costs. We define adjusted earnings per share as earnings per share, on a diluted basis, excluding amortization of purchased intangible assets goodwill impairment charges and restructuring costs, net of related income tax effects.

Liquidity and Capital Resources

Liquidity

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

As of February 24, 2023,23, 2024, we held a total of $90.4$318.6 in cash and cash equivalents. Of that total, 52%85% was located in the U.S. and the remaining 48%15%, or $43.0,$48.8, was located outside of the U.S., primarily in China (including Hong Kong), Mexico, India, Malaysiathe U.K. and the U.K.Malaysia.

COLICompany-owned life insurance ("COLI") investments are recorded at their net cash surrender value. Our investments in COLI policies are intended to be utilized as a long-term funding source for long-term benefit obligations. However, COLI can also be used as a source of liquidity. We believe the financial strength of the issuing insurance companies associated with our COLI policies is sufficient to meet their obligations. See Note 10 to the consolidated financial statements for additional information.

The following table summarizes our consolidated statements of cash flows:

In 2024, our improved operating results drove a significant increase in cash. Additionally, we generated cash from working capital primarily due to decreased levels of inventory and normalized supplier lead times related to supply chain improvements and improvements in the number of days sales outstanding in accounts receivable. In 2023, cash provided by operating activities improved comparedwas used to the prior year, driven by the benefits of higher net income and continued focus on controllingmeet working capital despiterequirements primarily due to increased levels of inventory, which were purchased to mitigate the impacts of supply chain disruptions. Annual payments related to accrued variable compensationdisruptions, and retirement plan contributions totaled $32.4 in 2023 compared to $50.4 in the prior year. In 2023, we received $33.5 related to the carryback of our 2021 tax loss in the U.S., and we paid $14.7 of severance and other separation-related benefits and business exit costs Annual payments related to restructuring activitiesaccrued variable compensation and retirement plan contributions totaled $77.3 in our Americas segment. See Note 212024 compared to $32.4 in the consolidated financial statements for additional information.prior year.