Investor Presentation - FY2021 Second Quarter 1 - Steelcase

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Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Investor
Presentation
FY2021 Second Quarter

                        1
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

Investment thesis

 Proven track record
 We believe the office will continue to be
  very relevant
 Liquidity position is very strong
 Industry leader in a changing workplace
  environment
 Experienced management team led
  company through previous cycles

                                              2
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

We are a respected leader

— Greatest global market share
— $3.7 billion revenue in FY2020
— $358 million adjusted EBITDA in FY2020
— 1.4x total debt/adjusted EBITDA (FY2020 year-end)
— ~12,700 employees
— ~800 Steelcase dealer locations
— Recognized for innovative design, sustainability leadership and civic engagement
     — Named one of the World’s Most Admired Companies by Fortune for fourteen years
     — Multinational Finalist in the Circulars Awards – presented by World Economic Forum for circular economy leadership
     — UN Global Compact participant since 2009, member of the CE 100
     — SILQ™ received multiple design and innovation awards, including a Product Design Award in the prestigious Red Dot Awards
     — 100% Corporate Equality Index by the Human Rights Campaign Foundation
     — 2019 Breakfast of Corporate Champions Honored Company by the Women’s Forum on New York
                                                                                                                                  3
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

We have a proven track record of managing through a cycle

Adjusted Operating
 Income (Million)                                                                                                                  Revenue (Billion)
  $300                                                                                                                     $3.7B             $4.0

         $3.4B
                                                                                                                                             $3.5
  $250
                                                                                            $3.0B
                                                                                                                                             $3.0

  $200
                            $2.3B                                                                                                            $2.5

  $150                                                                                                                                       $2.0

                                                                                                                                             $1.5
  $100

                                                                                                                                             $1.0

   $50
                                                                                                                                             $0.5

    $0                                                                                                                                       $-
          FY08       FY09   FY10    FY11   FY12      FY13        FY14        FY15   FY16      FY17           FY18   FY19    FY20    TFQ
                                            Adjusted Operating Income ($ Million)      Revenue ($ Billion)

                                                                                                                                                    4
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

Our global capability makes us a preferred partner for leading organizations

~800 Steelcase dealer
locations

45 Primary locations
in 17 countries

15 Manufacturing
locations, including
9 outside North America

                                                                               5
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

Our global scale makes us a preferred partner for leading organizations

                                                          GLOBAL OFFICE FURNITURE MARKET REVENUE* ($ IN BILLIONS)
                                   $4.0
                                                                                                              Home Country
              Other                $3.5                                                                       Outside Home Country
             Category
               10%                 $3.0

                                   $2.5
      EMEA
       18%
                                   $2.0

                                   $1.5

                        Americas   $1.0
                          72%
                                   $0.5

                                    $-
                                           Steelcase    Herman Miller     Haworth         HNI**       Knoll    Kokuyo**      Okamura**

                                     *Most recently published annual data and/or internal estimates
                                     **Only office furniture segments included
                                                                                                                                     6
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

We employ user-based research to drive innovation

                                                           Develop insights on work,          Provide products, strategies
       Create a robust research network
                                                           workers and the workplace            and customer solutions

        Select Research Partners
       — Georgia Tech Manufacturing Institute
       — IDEO
       — Institute for the Future
       — MaRS
       — Michigan State University
       — Microsoft (Research + Global Real Estate                 Six-step research
         & Security + Envisioning Group)                         and design process
       — MIT (Media Lab + Self-Assembly Lab)
       — Ohio State University
       — Seamless
       — Tableau
       — University Florida Health
       — University of Illinois at Chicago- Institute
         for Healthcare Delivery Design
       — University of Melbourne
                                                        Steelcase solutions are based on a
       — University of Michigan
                                                        human-centered design approach that
       — University of Nuremberg-Erlangen
                                                        includes extensive observation and
         MaDLab
                                                        consultation with people who use
       — Virginia Tech
                                                        spaces every day.

                                                                                                                             7
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

   We serve leading organizations to create places that amplify
   the performance of people, teams and enterprise

   CORPORATE                                    EDUCATION                               HEALTHCARE

   Office construction spending                 Education construction spending         Healthcare construction spending

                                 77       85                                                                               46
              68       69                               92      97     101        105                    43      43
     56                                          85
                                                                                         40      41

    2015     2016     2017     2018     2019    2015   2016    2017   2018    2019      2015    2016    2017   2018    2019

Source: U.S. Census Bureau (in US $,billions)                                                                                   8
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

Sustainability is a lens for innovation and growth contributing
to the financial wellbeing of our company
We deliver meaningful economic, environmental and social impact.

                                                                                               Our Corporate Values
                             Carbon Neutral Now. Carbon Negative Next.                         We believe every team
                             Steelcase is now carbon neutral and we plan to become             member, in every location,
                             carbon negative by 2030 — decades ahead of the Paris              lives our shared Steelcase
                             Agreement mandate                                                 values.

                             34%                           83%                                 Act with integrity
                             Reduction in greenhouse       Decrease in Volatile Organic        Tell the truth
                             gas emissions since 2010      Compounds (VOCs) air                Keep commitments
                                                           emissions since 2010
                                                                                               Excel
                                                                                               Treat people with dignity
                             36%                           Six times                           and respect
                             Reduction in waste to         Steelcase received perfect          Promote positive
                             landfill since 2010 levels    score of 100 points on the          relationships
                                                           Corporate Equality Index
                                                                                               Protect the environment

                                                                                          Source: Steelcase 2020 Impact Report
                                                                                                                                 9
Investor Presentation - FY2021 Second Quarter 1 - Steelcase
Steelcase Q2, 2021

Our diverse, experienced Board of Directors serve to promote our growth and success

       Lawrence J. Blanford         Timothy C.E. Brown            Connie K. Duckworth              James P. Keane             Todd P. Kelsey                  Jennifer C. Niemann
       Retired; formerly            Executive Chair, IDEO         Retired; formerly Partner        President and Chief        President and Chief Executive   President and Chief
       President and Chief                                        and Managing Director,           Executive                  Officer, Plexus Corp.           Executive Officer,
       Executive Officer, Green                                   Goldman, Sachs & Co.             Officer, Steelcase Inc.                                    Forward Space, LLC
       Mountain Coffee
       Roasters, Inc.

       Robert C. Pew III            Cathy D. Ross                 Catherine C.B. Schmelter         Peter M. Wege II           Linda K. Williams               Kate Pew Wolters
       Chair of the Board of        Retired; formerly Executive   SVP, Chief Transformation        Chairman of the Board of   Chief Audit Executive and       Philanthropist; President, Kate
       Directors, Steelcase Inc.;   Vice President and Chief      Officer, TreeHouse Foods, Inc.   Directors, Contract        VP, Enterprise Risk             and Richard Wolters
       Private Investor             Financial Officer, Federal                                     Pharmaceuticals Limited    Management, Hewlett             Foundation; Chair, Steelcase
                                    Express Corporation                                                                       Packard Enterprise              Foundation

                                                                                                                                                                                                10
Steelcase Q2, 2021

U.S. industry macro-factors had been supportive of growth before
the COVID-19 pandemic
CORPORATE PROFITS AFTER-TAX (U.S.)                                     UNEMPLOYMENT (U.S.)                                                     THE CONFERENCE BOARD
With IVA and CCA adjustments                                           Unemployment Rate (%)                                                   MEASURE OF CEO CONFIDENCE (U.S.)
(Year-over-Year % change)

                                                                        15%                                                                   80
10%

 0%                                                                     10%                                                                   60

-10%                                                                                                                                          40
                                                                         5%
-20%                                                                                                                                          20

                                                                         0%                                                                   0
-30%
       Q1 2015                                          Q2 2020           Jan 2015                                      Aug 2020
                                                                                                                                                   Jan 2015                            Jul 2020

                                                NON-RESIDENTIAL FIXED INVESTMENT (U.S.)                  ARCHITECTURAL BILLING INDEX (U.S.)
                                                Equipment (In US$, billions)                             (Billings $ billions)

                                                                                                           60
                                                1,300
                                                1,250                                                      50
                                                1,200
                                                                                                           40
                                                1,150
                                                1,100                                                      30
                                                1,050                                                      20
                                                1,000
                                                        Q1 2015                                Q2 2020      Jan 2015                                          Jul 2020

                                                                                                                                                                                  11
 Sources: BEA, BLS, CEO Conference Board, AIA
Steelcase Q2, 2021

EMEA industry macro-factors had been supportive of growth before the
COVID-19 pandemic
         GERMANY REAL GDP GROWTH                                    FRANCE REAL GDP GROWTH                                 UK REAL GDP GROWTH                        SPAIN REAL GDP GROWTH

    5%                                                             5%                                               5%                                         5%

    0%                                                             0%                                               0%                                         0%

   -5%                                                            -5%                                              -5%                                         -5%

 -10%                                                             -10%                                             -10%                                       -10%

 -15%                                                             -15%
                                                                           Update                                  -15%                                       -15%

 -20%                                                             -20%                                             -20%                                       -20%

 -25%                                                             -25%                                             -25%                                       -25%
     Q1 2015                                            Q2 2020          Q1 2015                   Q2 2020                Q1 2015                   Q2 2020       Q1 2015                    Q2 2020

                                             HARMONIZED UNEMPLOYMENT RATE                                             OIL PRICE PER BARREL (BRENT INDEX)
                                             (seasonally adjusted)
                                    25%
                                                                                                                   $100

                                    20%
                                                                                                                    $80
                                                                                                        Spain
                                    15%                                                                             $60
                                                                                                        Italy
                                    10%                                                                             $40
                                                                                                        Eurozone
                                                                                                        France
                                      5%
                                                                                                        Germany
                                                                                                                    $20

                                      0%                                                                             $-
                                             Jan 2015                                        Jul 2020                         Jan 2015                                Sept 2020

                                                                                                                                                                                             12
 Sources: Eurostat Energy Information Administration
Steelcase Q2, 2021

Companies may continue to prioritize work environments
in order to support returning to the office

 What strategies are you using to
                                                                     C-suite engagement places higher emphasis on performance
 attract + retain talent?
  Modernizing working environment

  44%                              42%                    6%   86%                          Performance
                                                                                              (could now                           Favors

                                                                     Decision criteria
  Learning & development programs                                                                                                SCS value
                                                                                              include safety)
                                                                                                                                 proposition
  42%                              43%                         85%

  Improving compensation packages
  26%                     53%                                  79%

  Implementing flexible ways of working                                                                            More
  35%                       42%                                75%                       Aesthetic/price/        historical
                                                                                            functionality
  Changing employee dress code
  19%               33%                                        52%
                                                                                                            Facilities &             C-Suite
        To a large extent                To some extent                                                     Procurement
                                                                                                                         Decision Maker
PwC 21st CEO Survey, Talent 2018

                                                                                                                                               13
Steelcase Q2, 2021

 Extreme work from home (WFH) strategies are not viable
                        Productivity                                                                      Collaboration                       Wellbeing

Productivity decreased by:                                                                         Collaboration decreased by:      Wellbeing decreased by:
 Lower employee engagement                                                                         Less time spent working with    Non-ergonomic home
                                                                                                     others                           workspaces
 Lack of proximity and social
  accountability                                                                                    Unnatural conversation flow     Longer workdays
                                                                                                     during virtual meetings
 Suboptimal home offices                                                                                                            Feeling socially isolated
                                                                                                    Lack of serendipitous
                                                                                                     interactions

                                                                                                                                                                  14
 Sources: Steelcase COVID-19 Global Study, April 2020, Gensler’s U.S. Work from Home Survey 2020
Steelcase Q2, 2021

Offices of the future will require changes to meet emerging needs

 Leaders plan to add physical separation of                                                                                                            6 feet
  workspaces and install physical barriers between
  workstations

 Leaders indicate increased demand for…
            Modular, flexible furniture
            Antiviral surfaces
            Collaboration rooms to support distributed workers

 Workplaces must become part of an ecosystem of
  places as more organizations consider satellite
  office locations and WFH policies
                                                                                                                                                                 15
Sources: Steelcase COVID-19 Global Study, April 2020, McKinsey & Company: How US Companies Are Planning for a Safe Return to the Workplace, June 2020
Steelcase Q2, 2021

   The conversation around the outlook for the physical office is changing

Morgan Stanley CEO Sees a                                                        At JP Morgan traders
                                                               Facebook will buy
Future for the Bank With                                                         return to office
‘Much Less Real Estate’                                        REI’s unused
                                                               Bellevue HQ
                                  Half of Facebook workers                     Amazon invests $1.4B
                                                                               into new offices in U.S.
                                  could work remotely within
                                                                               tech hubs
                                  10 years
                                                                         At JP Morgan, productivity
Twitter makes WFH                                                        falls for staff working at
a permanent change                                                       home
for some employees

              Early COVID                                                                 More recent

                                                                                                        16
   Sources: Bloomberg, Wall Street Journal
Steelcase Q2, 2021

Our investment in new and enhanced products accelerated in the last three years,
and we launched new product offerings that expanded our addressable market

          Simpler          Broader price        Ancillary / Informal     Innovative
        workstations          points                  spaces              offerings

                                                                                      17
Steelcase Q2, 2021

We established partnerships with other companies to increase
the breadth of our product offering

                                                               18
Steelcase Q2, 2021

     We invested over $300 million to enhance our offering through acquisitions

                                         Broaden               Strong,
                               Growth                                     Channel
                                        Addressable            Stable
                               Model                                      Leverage
                                          Market             Management

     Revenue:       ~£69 million*               ~$82 million*                  ~$37 million*
Acquisition Date:     August 2018                     May 2018                  November 2017

                                                                                                19
Steelcase Q2, 2021

We have generated strong cash flows to fund growth
investments and shareholder return
       CASH FLOW FROM OPERATIONS AND ADJUSTED EBITDA                         CAPITAL EXPENDITURES VS. DEPRECIATION AND AMORTIZATION
       MARGINS                                                               ($ MILLIONS)
       ($ MILLIONS)
                                         Cash Flow From Operations
     $400                                Adjusted EBITDA Margin        10%                                                                 Capital Expenditures   D&A
                                                                              $100
                                                                       8%
     $300
                                                                       6%
     $200
                                                                       4%
     $100
                                                                       2%
                                                                               $0
                                                                                                *
        $0                                                             0%                FY16          FY17          FY18          FY19       FY20         TFQ
                    FY16   FY17   FY18   FY19       FY20        TFQ
                                                                                      * Includes $26 for Replacement Corporate Aircraft

       QUARTERLY DIVIDENDS PAID PER SHARE                                     DIVIDENDS AND SHARE REPURCHASES
                                                                              ($ MILLIONS)
     $0.16                                                                                                                                       Dividends
                                                                                                                                                 Repurchases
     $0.12
                                                                               $100
     $0.08

     $0.04

     $0.00
              Q1                                                       Q2        $0
                                                                      FY21                FY16          FY17          FY18          FY19        FY20           TFQ
             FY16
                                                                                                                                                                        20
Steelcase Q2, 2021

Our investments in the business generated strong return on invested capital before
impact of pandemic in most recent two quarters
               ADJUSTED RETURN ON INVESTED CAPITAL (ROIC) & ADJUSTED EBITDA ($M)
               (% Adjusted Net Income of Average Capital)
                                                             ROIC      Adj EBITDA
            16.0%                                                                                   $400
                                                                                    14.3%
                       13.8%
            14.0%                        13.3%                                                      $350

                                                                           12.0%            11.9%
            12.0%                                                                                   $300
                                                          10.9%

            10.0%                                                                                   $250

             8.0%                                                                                   $200

             6.0%                                                                                   $150

             4.0%                                                                                   $100

             2.0%                                                                                   $50

             0.0%                                                                                   $0
                        FY16             FY17             FY18              FY19    FY20    TFQ
                                                                                                           21
Steelcase Q2, 2021

Our balance sheet remained strong in Q2 and provides stability
through business cycles

                       Q2 FY21, $ MILLION

                                                        Credit facility covenant information
            $1,500                                      (1) maximum leverage ratio covenant, which is measured by the ratio
                                                            of indebtedness less liquidity to trailing four quarter adjusted
                                                            EBITDA (as defined in the credit agreement) and is required to be
                                                            less than 3:5:1
                                                                                                                                Cash
            $1,000
                                           Equity       (2) minimum interest coverage ratio covenant, which is measured by
                         Credit
                                                            the ratio of trailing four quarter adjusted EBITDA (as defined in the
                         Facility
                                                            credit agreement) to trailing four quarter interest expense and is
                          COLI                              required to be no less than 3:0:1.
              $500

                          Cash              Debt
                                                        As of August 28, 2020, we were in compliance with all covenants
                                                        under the facility.

                $0
                     Liquidity Profile   Capital Base

                                                                                                                                       22
Appendix
Learn more

             23
Appendix

Forward-looking statements

From time to time, in written and oral statements, we              uncertainties that could cause actual results to vary from
discuss our expectations regarding future events and               our expectations because of factors such as, but not limited
our plans and objectives for future operations.                    to, competitive and general economic conditions
                                                                   domestically and internationally; acts of terrorism, war,
These forward-looking statements discuss goals, intentions         governmental action, natural disasters, pandemics, and
and expectations as to future trends, plans, events, results       other Force Majeure events; the COVID-19 pandemic and
of operations or financial condition, or state other               the actions taken by various governments and third parties
information relating to us, based on current beliefs of            to combat the pandemic; changes in the legal and
management as well as assumptions made by, and                     regulatory environment; changes in raw material,
information currently available to, us. Forward-looking            commodity and other input costs; currency fluctuations;
statements generally are accompanied by words such as              changes in customer demand; and the other risks and
“anticipate,” “believe,” “could,” “estimate,” “expect,”            contingencies detailed in our most recent Annual Report on
“forecast,” “intend,” “may,” “possible,” “potential,” “predict,”   Form 10-K and our other filings with the Securities and
“project,” “target” or other similar words, phrases or             Exchange Commission. We undertake no obligation to
expressions. Although we believe these forward-looking             update, amend or clarify forward-looking statements,
statements are reasonable, they are based upon a number            whether as a result of new information, future events or
of assumptions concerning future conditions, any or all of         otherwise.
which may ultimately prove to be inaccurate.

Forward-looking statements involve a number of risks and

                                                                                                                                  24
Appendix

Segment revenue and earnings

AMERICAS – REVENUE                                              EMEA – REVENUE                                                OTHER CATEGORY – REVENUE
(US$ millions)                                                  (US$ millions)                                                (US$ millions)

                                     $2,673
                            $2,470
 $2,256   $2,232   $2,194                     $2,322                                                     $670
                                                                                               $617                 $580
                                                                 $521                $524                                                                   $356      $381
                                                                           $504                                                                    $338
                                                                                                                                $283     $297                                   $301

 FY16     FY17     FY18     FY19     FY20     TFQ                FY16      FY17      FY18      FY19      FY20       TFQ         FY16     FY17     FY18     FY19       FY20      TFQ

AMERICAS – ADJUSTED OPERATING INCOME                           EMEA – ADJUSTED OPERATING INCOME (LOSS)                        OTHER CATEGORY –OPERATING INCOME MARGIN
MARGIN *                                                       MARGIN *                                                       (Percent of Revenue)
(Percent of Revenue)                                           (Percent of Revenue)

 11.4%    10.8%                                                                                       1.5%                                                            10.3%
                   8.2%     8.5%     9.0%     8.8%                                                                                                                              9.2%
                                                                                                                                                    6.3%
                                                                                                                                  4.0%     4.7%              4.0%
                                                                                            -1.1%               -1.7%
                                                                        -3.7%     -2.7%

                                                              -8.5%
 FY16     FY17     FY18     FY19     FY20     TFQ             FY16      FY17      FY18      FY19      FY20      TFQ              FY16      FY17     FY18     FY19      FY20**    TFQ **

* Operating income restated due to implementation of ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715). Please see Q1 FY19 10-Q for more information.
** Q4 FY20 included a ~$21M gain on the sale of PolyVision in the Other Category                                                                                                25
Appendix

      Select segment statistics (as of February 28, 2020)

      END OF FISCAL YEAR 2020                                                                                                                                              AMERICAS                        EMEA                     OTHER CATEGORY

      Number of Steelcase dealer locations                                                                                                                                   ~ 400                         ~ 350                           ~ 50

      Employees – non-manufacturing                                                                                                                                         ~2,900                        ~ 1,400                         ~ 800

      Employees – manufacturing                                                                                                                                             ~ 5,500                       ~ 1,300                         ~ 800

      Number of primary manufacturing locations                                                                                                                           Michigan – 2                  France – 1                      China – 1
                                                                                                                                                                          Alabama – 1                  Germany – 1                     Malaysia – 1
                                                                                                                                                                           Mexico – 2                    Spain – 1                      India – 1
                                                                                                                                                                           Texas – 1                 Czech Republic – 1
                                                                                                                                                                                                         U.K. – 2
          FY20 VERTICALS IN THE AMERICAS SEGMENT
15%
                                                                                                                                                                        FY20 PRODUCT MIX                     FY20 LONG-TERM EMPLOYEE BENEFIT
10%                                                                                                                                                                                                          OBLIGATIONS FUNDING STATUS
                                                                                                                                                                                                             ($ millions)
5%
                                                                                                                                                                                                                                  Total Obligation $152
                                                                                                                                                                               25%        Other
0%
                                                                                                                                                                                                                                            DTA
       Education

                                                     Manufacturing

                                                                                                                       Government

                                                                                                                                                                Other
                                                                     Insurance Services

                                                                                                        Professional

                                                                                                                                             State/Prov/Local
                   Financial Services

                                        Healthcare

                                                                                          Information

                                                                                                                                    Energy
                                                                                          Technology

                                                                                                         Technical /

                                                                                                                                                                               30%        Seating
                                                                                                                         Federal

                                                                                                                                                   Gov

                                                                                                                                                                                                                        $160
                                                                                                                                                                                                                                            $111
                                                                                                                                                                               45%        Systems/                                                      After-tax
                                                                                                                                                                                          Storage                                                       Obligation

                                                                                                                                                                            Product Mix                             Assets (COLI)         Liabilities
                                                                                                                                                                                                                                                             26
Appendix

Historic shares outstanding
SHARES (IN MILLIONS)

180

160                                         Class A Shares   Class B Shares

140

120

100

                                                                                                                            26.7
 80

                                                                                                                            88.1
 60

 40
       14.1 139.2

 20

  0
      FY98 FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20    Q2
                                                                                                                           FY21
                                                                                                                                   27
Appendix

Historical market data
ESTIMATED U.S. OFFICE FURNITURE SHIPMENTS*
(USD billions)

$20

$15

$10

 $5

$-
          1997    1998     1999    2000     2001     2002     2003      2004      2005      2006   2007      2008      2009      2010     2011     2012     2013    2014    2015    2016   2017   2018   2019

EUROPEAN OFFICE FURNITURE CONSUMPTION**
(EUR billions)

 € 14
 € 12
 € 10
  €8
  €6
  €4
  €2
  €0
           1997     1998    1999     2000     2001     2002      2003      2004      2005      2006       2007      2008      2009      2010     2011     2012     2013    2014    2015    2016   2017   2018

                                                                                                                                                                                                           28
      Sources: 1997-2015: internal Steelcase estimates, 2015-2018: BIFMA, CSIL
Appendix

Non-GAAP financial measures
This presentation contains certain non-GAAP financial measures. A “non-               (3) adjusted Earnings Before Interest Taxes and Depreciation and Amortization
GAAP financial measure” is defined as a numerical measure of a company’s              (EBITDA), which represents EBITDA, excluding restructuring and goodwill and
financial performance that excludes or includes amounts so as to be different         intangible asset impairment charges, (4) adjusted Earnings Before Interest Taxes
than the most directly comparable measure calculated and presented in
                                                                                      and Depreciation and Amortization (EBITDA) margin, which represents adjusted
accordance with GAAP in the statement of income, balance sheet or
statement of cash flows of the company. Pursuant to the requirements of               EBITDA as a percentage of revenue, (5) total debt to adjusted EBITDA ratio, which
Regulation G, the company has provided a reconciliation of non-GAAP                   represents total debt divided by adjusted EBITDA and (6) adjusted return on
financial measures to the most directly comparable GAAP financial measure.            invested capital (ROIC), which represents income before income tax expense,
The non-GAAP financial measures used within this presentation are: (1)                excluding interest expense, restructuring costs and goodwill and intangible asset
adjusted operating income (loss), which represents operating income (loss),           impairment charges, less income tax expense at an assumed long-term effective tax
excluding restructuring costs and goodwill and intangible asset impairment            rate, divided by average capital (defined as the average of total debt and
charges, (2) adjusted operating income (loss) margin, which represents                shareholders’ equity at the beginning and end of the applicable period). These
operating income (loss) margin, excluding restructuring costs and goodwill            measures are presented because management uses this information to monitor and
and intangible asset impairment charges,
                                                                                      evaluate financial results and trends. Therefore, management believes this
                                                                                      information is also useful for investors.
ADJUSTED OPERATING INCOME
$ Million                    FY08     FY09      FY10     FY11      FY12     FY13      FY14    FY15     FY16     FY17     FY18     FY19     FY20     TFQ

Operating Income/(Loss)
                             $203     $1        ($12)    $52       $97      $59       $166   $137     $170     $196     $155     $184     $257     $180
as Restated*

Restructuring Costs          -        $38       $35      $31       $31      $35       $7     $41      $20      $5       -        -        -        $16

Goodwill and intangible
                             $21      $65       -        -         -        $60       $13    -        -        -        -        -        -        $18
asset impairment charges

Adjusted Operating Income $225        $107      $27      $83       $124     $151      $180   $178     $190     $201     $155     $184     $257     $213

 * Operating income restated due to implementation of ASU No. 2017-07, Compensation
 - Retirement Benefits (Topic 715). Please see Q1 FY19 10-Q for more information.
                                                                                                                                                                          29
Appendix

Non-GAAP financial measures

AMERICAS ADJUSTED OPERATING INCOME MARGIN *
(Percent of Revenue)
                             FY16     FY17     FY18     FY19     FY20    TFQ
Operating Income
                             11.4%    10.7%    8.2%     8.5%     9.0%    8.1%
Margin as Restated *
Restructuring Costs
                             -        0.1%     -        -        -       0.7%
(Benefits)
Adjusted Operating Income
                             11.4%    10.8%    8.2%     8.5%     9.0%    8.8%
Margin

* Operating income restated due to implementation of ASU No. 2017-07, Compensation
- Retirement Benefits (Topic 715). Please see Q1 FY19 10-Q for more information.

                                                                                     30
Appendix

Non-GAAP financial measures

EMEA ADJUSTED OPERATING INCOME (LOSS) MARGIN *
(Percent of Revenue)

                               FY16     FY17      FY18     FY19     FY20      TFQ

Operating Income (Loss)
                               (12.4%) (4.1%)     (2.7%)   (1.1%)   1.5%      (5.6%)
Margin as Restated *

Goodwill and intangible asset
                              -         -         -        -        -         3.9%
impairment charges

Restructuring Costs            3.9%     0.4%      -        -        -         -

Adjusted Operating Income
                               (8.5%)   (3.7%)    (2.7%)   (1.1%)   1.5%      (1.7)%
(Loss) Margin

* Operating income restated due to implementation of ASU No. 2017-07,
Compensation - Retirement Benefits (Topic 715). Please see Q1 FY19 10-Q for
more information.

                                                                                       31
Appendix

Non-GAAP financial measures
ADJUSTED EBITDA MARGIN and TOTAL DEBT / ADJUSTED EBITDA

$ Million                                          FY16     FY17     FY18     FY19     FY20     TFQ

Revenue                                            $3,060   $3,032   $3,055   $3,443   $3,724   $3,203

Income before income
                                                   $175     $196     $162     $164     $245     $167
tax expense

Interest Expense                                   $18      $17      $18      $38      $27      $28

Depreciation and amortization                      $66      $60      $66      $82      $86      $88

Restructuring costs                                $20      $5       -        -        -        $16
Goodwill and intangible asset impairment charges   -        -        -        -        -        $18
Adjusted EBITDA                                    $278     $279     $245     $283     $358     $316

Adjusted EBITDA Margin                             9.1%     9.2%     8.0%     8.2%     9.6%     9.9%
(% of Revenue)

Total Debt                                         $299     $297     $295     $487     $484     $483

Total Debt / Adjusted EBITDA                       1.1      1.1      1.2      1.7      1.4      1.5
                                                                                                         32
Appendix

Non-GAAP financial measures
ADJUSTED RETURN ON INVESTED CAPITAL (ROIC)

$ Million                                                                     FY16     FY17     FY18           FY19     FY20     TFQ
Income before income tax expense                                              $175     $196     $162           $164     $245     $167
Interest Expense                                                               $18      $17      $18            $38      $27         $28
Restructuring costs                                                            $20       $5         -              -        -        $16
Goodwill and intangible asset impairment charges                                  -        -        -              -        -        $18
Adjusted Income before income tax expense                                     $213     $218     $180           $201     $273     $229
                                                                                                        (1)
Assumed Long-Term Effective Income Tax Rate %                                36.0%    36.0%    34.5%          27.0%    27.0%    27.0%
Adjusted Net Income                                                           $136     $140     $118           $147     $199     $167

Total Debt                                                                    $299     $297     $295           $487     $484     $483
Total shareholders’ equity                                                    $737     $767     $813           $850     $970     $948
Total Capital                                                                $1,036   $1,064   $1,108         $1,337   $1,455   $1,431
Prior Year Total Capital                                                      $946    $1,036   $1,064         $1,108   $1,337   $1,374

Average Capital                                                               $991    $1,050   $1,086         $1,223   $1,396   $1,403

Adjusted Return on Invested Capital (ROIC)
                                                                             13.8%    13.3%    10.9%          12.0%    14.3%    11.9%
(Adjusted Net Income as a % of Average Capital)

 (1) Assumes 10 months at 36% and 2 months at 27% as after U.S. Tax Reform
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