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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of June 25, 2004, Steelcase Inc. had 51,374,113 shares of Class A Common Stock and 96,884,347 shares of Class B Common Stock outstanding.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Results for interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended February 27, 2004 (“Form 10-K”). As used in this Report, unless otherwise expressly stated or the content otherwise requires, all references to “Steelcase,” “we,” “our,” “Company” and similar references are to Steelcase Inc. and its majority owned subsidiaries.

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. Additionally, Q1 2005 references the first quarter of fiscal 2005. All amounts are in millions, except per share data, data presented as a percentage or unless otherwise indicated.

Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation.

As discussed in Form 10-K, we consolidated the balance sheets of certain North America and International dealers as of February 27, 2004. In Q1 2005, we consolidated the balance sheets of two additional International dealers. The consolidation of all these dealers had the effect of increasing Q1 2005 revenue by $15.9, cost of sales by $9.2 and operating expenses by $7.0. There was no material effect on operating loss or net loss as either earnings do not accrue to the class of stock we own or these dealers were previously accounted for under the equity method of accounting.

Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46(R) is effective in Q1 2005 for variable interest entities (“VIEs”) that are not defined as special-purpose entities. We completed our evaluation of our unconsolidated dealers where we have provided either equity or debt financing to determine whether those dealers are VIEs as defined by FIN 46(R). Based on our evaluation, we do not believe any of the dealers to which we provide financing require consolidation pursuant to FIN 46(R).

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act entitles employers who provide certain prescription drug benefits for retirees to receive a federal subsidy beginning in calendar 2006, thereby creating the potential for significant benefit cost savings. FASB Staff Position (“FSP”) 106-2 requires companies to record the amount expected to be received under the Act as an actuarial gain, to the extent the related post-retirement medical plan’s (the “plan”) total unrecognized actuarial gains or losses exceed certain thresholds, to be amortized into income over time. FSP 106-2 is effective beginning

Q3 2005. We are a sponsor of a plan that provides prescription drug benefits. We are currently evaluating any effects the Act may have on the plan and our financial statements. Accordingly, any measures of the accumulated post-retirement benefit obligation or net periodic post-retirement benefit cost in the financial statements or accompanying notes do not reflect the effects of the Act on the plan.

Basic earnings per share is based on the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of additional common shares that would have been outstanding if the shares under our stock incentive plans had been issued and the dilutive effect of outstanding restricted shares to the extent those shares have not vested.

Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. However, diluted earnings per share does not reflect the effects of 8.7 million shares related to outstanding stock incentive plan awards as of Q1 2005 and 10.7 million as of Q1 2004 because those shares or potential shares were not dilutive.

We account for stock-based compensation issued prior to March 1, 2003 under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.

For all awards granted, modified or settled on or after March 1, 2003, our policy is to expense stock-based compensation under SFAS No. 123, Accounting for Stock-Based Compensation, using the fair value based method of accounting. Fair value is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model and is recognized as compensation expense over the applicable vesting period. After-tax compensation expense related to restricted stock and restricted stock units was $0.5 in Q1 2005 and $0.2 in Q1 2004.

The following table illustrates the effect on net income (loss) and earnings (loss) per share as if we had applied the fair value recognition provisions of SFAS No. 123 to all outstanding awards. Further information regarding our stock incentive plans is presented in Note 10.

Comprehensive loss is comprised of net loss and all changes to shareholders’ equity except those due to investments by, and distributions to, shareholders.

We incurred unrealized foreign currency translation losses of $5.8 in Q1 2005. Foreign currency translation of $7.8 during Q1 2004 included the realization of $4.1 of currency translation losses related to our Brazilian operations, which accumulated over many years. In accordance with GAAP, we previously recorded these unrealized currency translation losses as a reduction in shareholders’ equity through the Accumulated Other Comprehensive Loss line. Upon disposition of our Brazilian operations, we recognized the losses through the Condensed Consolidated Statements of Operations. Since the unrealized currency translation losses were previously recognized as reductions of shareholders’ equity, the current realization of these losses had no effect on shareholders’ equity. The remaining $3.7 of the $7.8, related to unrealized foreign currency translation gains.

Inventories are stated at the lower of cost or market. The North America segment primarily uses the last in, first out (“LIFO”) method to value its inventories. Companies in the Steelcase Design Partnership (“SDP”) segment primarily use the first in, first out (“FIFO”) or the average cost inventory valuation methods. Companies in the International segment value their inventories using the FIFO method.

The portion of inventories determined by the LIFO method aggregated $46.6 as of May 28, 2004 and $46.3 as of February 27, 2004.

There were no acquisitions, dispositions, adjustments or impairments of goodwill during Q1 2005. A summary of goodwill, by business segment and category, is as follows:

As of May 28, 2004 and February 27, 2004, our other intangible assets and related accumulated amortization consisted of the following:

In Q1 2005, we recorded amortization expense of $2.3 on intangible assets subject to amortization compared to $2.4 in Q1 2004. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the following five fiscal years is as follows:

As events, such as acquisitions, dispositions or impairments, occur in the future, these amounts may vary.

As of February 27, 2004, we expected to contribute approximately $13.0 to our pension and post-retirement medical plans during 2005. As of May 28, 2004, contributions of approximately $6.5 have been made. Based upon updated actuarial information, we anticipate contributing an additional $9.4 in 2005, for a total of $15.9, to fund our pension and post-retirement medical plans.

During Q1 2005, we continued efforts to reduce our cost structure by restructuring certain areas of our business. Restructuring activities can include, but are not limited to, workforce reductions, facility consolidations, relocation of production lines and the exit of certain businesses. Costs associated with these activities include, but are not limited to, severance, asset impairments and lease impairments. Restructuring costs are summarized in the following table:

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for explanations of Q1 2005 restructuring charges.

Below is a reconciliation of the restructuring reserve for activity during 2005:

At the beginning of 2005, approximately 820 positions remained to be eliminated primarily relating to North America wood manufacturing and International rationalization activities announced prior to February 28, 2004. As of May 28, 2004, approximately 790 of these positions remain to be eliminated and are expected to occur during the remainder of 2005 with additional reserves recorded as appropriate. Additions, payments and adjustments to the workforce reductions reserve related to these activities are recorded in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. No new workforce reduction activities were announced during Q1 2005.

The reserve balance as of May 28, 2004 for other costs primarily relates to restructuring efforts within our International segment.

The Board of Directors has authorized share repurchases of up to 11 million shares. We did not repurchase any common shares during Q1 2005. Approximately 3.8 million shares remain available for repurchase under the Board’s authorization and we have no outstanding share repurchase commitments.

Under the Steelcase Inc. Incentive Compensation Plan (the “Compensation Plan”), the Compensation Committee of the Board of Directors approved and granted 259,000 restricted shares of stock and 36,500 restricted stock units (“RSUs”) during 2005. During 2004, 220,000 restricted shares of stock and 48,000 restricted stock units (“RSUs”) were issued. These restricted stock shares and RSUs vest over a three year period and may be forfeited if a participant leaves the Company for reasons other than retirement, disability or death prior to the vesting date. When the RSUs vest, they will be converted to unrestricted common stock shares. As of May 28, 2004, shares forfeited totaled 6,250. The aggregate market value of the restricted stock shares at the date of issuance of $3.5 in 2005 and $2.1 in 2004 was recorded as deferred compensation, a separate component of shareholders’ equity, and is being amortized over the three-year vesting period of the grants. The RSUs are expensed over the three-year vesting period based on the current market value of the shares to be issued.

In Q1 2005, the Compensation Committee of the Board of Directors established a program to provide performance share unit awards (“PSUs”) under the Compensation Plan. The performance measure for these awards is based on a cumulative three-year cash flow calculation as defined by the Compensation Plan. After completion of the performance period, the number of PSUs earned under the agreement will be converted to common stock shares. One-third of the shares vest at the time of conversion and one-third vest at the end of each of the next two years. The target award granted in

Q1 2005 was 188,000 PSUs. The actual number of common shares that ultimately may be issued ranges from zero to 376,000 shares based on actual performance levels.

We operate on a worldwide basis within three reportable segments: North America, SDP and International, plus an “Other” category. We evaluate performance and allocate resources based on operating income.

Our North America segment consists of manufacturing operations, sales activities and consolidated dealers in the United States and Canada, and includes the Company’s Steelcase and Turnstone brands.

The SDP includes the following companies and their brands: Brayton International, The Designtex Group, Office Details Inc., Metropolitan Furniture Corporation and Vecta. They focus on higher-end design furniture products and niche applications for lobby and reception areas, conference rooms, private offices, health care and learning environments, as well as the design and distribution of surface materials and ergonomic tools for the workplace.

Our International segment consists of manufacturing operations, sales activities and consolidated dealers outside the United States and Canada, and includes the Company’s Steelcase and Werndl brands.

The Other category includes Financial Services, PolyVision and IDEO subsidiaries, ventures and unallocated corporate expenses. Steelcase Financial Services Inc. provides leasing services to customers to facilitate the purchase of our products and provides selected financing services to our dealers. PolyVision Corporation designs and manufactures visual communications products, such as static and electronic whiteboards, for learning environments and office settings. IDEO Inc. provides product design and innovation services. Approximately 85% of corporate expenses, which represent shared services, are charged to the operating segments as part of a corporate allocation. Unallocated expenses are reported within the Other category.

During 2004, we sold substantially all of the net assets of our marine hardware and accessories business, Attwood Corporation. The operating results of this business, formerly included within the

Other category, have been segregated and reported as discontinued operations for all periods presented.

We are contingently liable under loan guarantees for certain Steelcase dealers and joint ventures in the event of default or non-performance of the financial repayment of the liability. The guarantees generally have terms ranging from one to ten years. No losses have been experienced; however, reserves totaling $0.6 are recorded as of May 28, 2004 to cover potential losses for loan guarantees entered into subsequent to December 31, 2002, in accordance with GAAP.

We are also party to performance bonds for certain installation or construction activities of certain Steelcase dealers and a joint venture. Under these agreements, we are liable to make financial payments if the installation or construction activities are not completed under their specified guidelines and claims are filed. Projects with performance bonds have completion dates ranging from one to three years. Approximately $60.0 in performance bonds relate to a construction project that is completed and being used as intended, however, we have not received final approval from the customer. We estimate that our maximum exposure from these performance bonds is less than $1.0.

Where we have supplied performance bonds related to a joint venture, we require any significant subcontractors to supply us with performance bonds to provide coverage in the event they cause a performance failure or delay. Performance bonds supplied by subcontractors totaled $40.0 as of May 28, 2004, which reduces our risk of exposure. Additionally, our joint venture agreement requires our partner to share in any losses related to these performance bonds. Where we have supplied performance bonds for dealers, we have the ability to step in and cure performance failures by the dealers thereby mitigating our potential losses. No loss has been experienced under these performance bonds; however, reserves totaling $0.3 are recorded as of May 28, 2004 to cover potential losses.

The maximum amount of future payments (undiscounted and without reduction for any amounts that may possibly be recovered from third parties) we could be required to make under the guarantees and performance bonds are as follows:

The accrued liability for warranty costs, included within other accrued expenses on the Condensed Consolidated Balance Sheets, is based on an estimated amount needed to cover future warranty obligations for products sold as of the balance sheet date and is determined by historical product data and management’s knowledge of current events and actions.

Revenue increased 7.6% in Q1 2005 compared to the same period last year and benefited by $15.9 from the consolidation of two North America dealers and eight International dealers. Revenue in Q1 2005 also benefited by approximately $11.0 from favorable currency translation effects in our International segment. This is the first quarter of year over year revenue growth in over three years as general business conditions improved in North America. There was job growth during the quarter and an increase in large project orders. However, we are not yet seeing similar signs in key International markets. Competition remains intense in all major markets.

Cost of sales of 71.4% in Q1 2005 was a modest improvement over 71.8% in the prior year. North America had a 1.8 percentage point decrease in cost of sales while SDP and International increased by a combined 0.1 percentage point. North America cost of sales improved because of better overhead absorption on higher volume, higher labor productivity and benefits from previous restructuring activities. These benefits were partially offset by higher steel prices and relatively high price discounting. The newly consolidated dealers added $9.2 of cost of sales in Q1 2005.

Gross profit of 28.0% in Q1 2005 was up from 26.3% in Q1 2004 primarily due to lower restructuring costs in the current quarter. Restructuring costs included in gross profit for Q1 2005 related to previously announced plant consolidation activities in our North America and International segments and a lease impairment charge related to one of our PolyVision facilities that is no longer in use. These charges were partially offset by reductions of asset impairment reserves upon the sales of the related assets in our International segment. Restructuring costs in the prior year included severance charges for workforce reductions in North America and plant consolidation and closing costs in our International segment.

Operating expenses in Q1 2005 included $3.5 in unfavorable currency translation effects and $7.0 related to the newly consolidated dealers. The improvement in operating expenses as a percent of revenue over the prior year is a result of higher volume, continued cost controls, savings from previous restructuring activities and higher productivity. Restructuring costs related to operating expenses in Q1 2005 decreased versus the prior year and included severance charges for workforce

Our net loss for Q1 2005 was $5.7, a significant improvement compared to Q1 2004. However, there were a number of items that positively impacted our operating performance during the quarter. The impact of these items represented an aggregate pre-tax total of approximately $8.4, or $5.9 after-tax, and about equally impacted cost of sales and operating expenses. Some of these items included favorable property tax settlements, reduction of credit reserves to specific customers and a gain from a customer’s prepayment of a large furniture lease, partially offset by a decrease in the cash surrender value of company owned life insurance as a result of changes in the stock and bond market. Items similar to these occur every quarter, however, they usually offset each other. We do not expect these items to recur in the future. The net loss in Q1 2004 was also positively impacted by items totaling approximately $3.5 pre-tax, or $2.2 after-tax, including an increase in the cash surrender value of company owned life insurance, savings from a week’s shutdown in North America, partially offset by additional credit reserves and additional workers’ compensation costs.

While we anticipate our long-term effective tax rate to be approximately 37% to 38%, it can vary from year to year, particularly in years with lower absolute profitability. When profits are low, the permanent tax items have a greater effect on a percentage basis. Based on preliminary estimates for the year, we used a 30% effective tax rate for Q1 2005.

As mentioned in Note 1 to the condensed consolidated financial statements, the consolidation of two North America dealers and eight International dealers had no material effect on our Q1 2005 operating loss and net loss.

During Q1 2005, we resolved open matters related to the disposition of Attwood, which resulted in a net after-tax gain from discontinued operations of $1.0. These matters primarily included the favorable resolution of a lawsuit (see further details in Part II, Item 1. Legal Proceedings).

Non-operating items for Q1 2005 primarily included normal interest expense and interest income. During Q1 2004, in addition to normal interest expense and interest income, we sold a portion of our lease portfolio with a book value of $35.3 for proceeds of $38.0, netting a gain of $2.7. This sale was in connection with the implementation of a new leasing strategy for our Financial Services business. The net gain on disposal of property and equipment in Q1 2004 primarily related to the sale of the final portion of our Tustin, California property. This property was available for sale because we relocated the manufacturing operations to a smaller, more efficient facility.

See additional information regarding our business segments in Note 11 of the condensed consolidated financial statements.

North America revenue accounted for 54.9% of consolidated revenue in Q1 2005 and increased 10.8% versus the prior year quarter. The increase in revenue was due to $13.4 of additional revenue from the consolidation of two dealers and an increase in furniture demand in the United States. Orders were significantly higher in Q1 2005 versus Q4 2004 due to normal seasonality and higher volume from large global customers who had significantly decreased their order rates during the last three fiscal years. During Q1 2005, North America enacted a surcharge on orders placed after April 25, 2004 in response to rapidly rising steel prices. This surcharge did not materially affect revenue during the quarter but did cause some customers to place orders earlier than they would have otherwise. Discounts and dealer incentives remained relatively high during the quarter and are indicative of intense competition in the marketplace.

Gross profit percentage improved 1.7 percentage points in the quarter versus Q1 2004 primarily as a result of plant rationalization and productivity improvements that more than offset higher discounting and higher steel prices.

Restructuring costs related to cost of sales recorded in the quarter included asset impairment and severance charges due to the previously announced consolidation of our wood manufacturing plants. The prior year quarter’s restructuring costs related to severance for workforce reductions.

Operating expenses in Q1 2005 were 24.3% of revenue, a significant improvement over 26.7% in the prior year quarter primarily as a result of increased volume and savings from previous workforce reductions. Operating expenses included $4.7 related to the newly consolidated dealers. Prior year operating expenses benefited from a one-week shutdown during the quarter resulting in savings of approximately $3.5.

Restructuring costs related to operating expenses included severance charges for workforce reductions in both Q1 2005 and Q1 2004.

We maintain loss reserves related to dealer trade receivables, and we closely monitor the financial condition of our dealers. Generally, Steelcase dealers in North America have successfully reduced costs and taken other steps to manage through the industry downturn. We have processes that allow us to monitor and react quickly to changes in the credit quality of our dealers. We believe our reserves adequately reflect the credit risks associated with the dealer trade receivables. However, if individual dealers experience a prolonged or deeper reduction in revenues, the likelihood of losses would increase and additional charges or reserves would be necessary.

SDP revenue increased 5.1% compared to Q1 2004 and accounted for 11.8% of consolidated revenue in Q1 2005. Higher volume during the quarter was primarily driven by strong demand for new products in the ergonomic worktools business, as well as increases in daily demand in the fabric and wall covering business.

Gross profit was down 0.5 percentage points, primarily due to unfavorable product mix in the ergonomic worktools business and increases in inventory reserves in the fabric and wall covering business.

Operating expenses were 32.7% of revenue in the quarter, a 1.0 percentage point improvement over the prior year quarter. However, operating expenses were higher in absolute dollars due to increases in product development and showroom spending.

International revenue represented 22.5% of consolidated revenue in Q1 2005 and increased 3.4% compared to the same period in the prior year. Revenue in Q1 2005 included $11.0 of favorable currency translation benefits and included $2.5 of additional revenue from the consolidation of eight dealers. Many of the major European markets, particularly France and Germany, are not yet showing the same signs of economic growth seen in the United States markets.

Gross profit was 30.5% of revenue in the quarter, a 6.6 percentage point improvement versus Q1 2004. Lower restructuring costs in the quarter accounted for the majority of the gross profit percentage improvement.

Restructuring costs related to cost of sales in Q1 2005 included charges of $0.6 for facility rationalization initiatives in France, which were more than offset by reductions of $1.4 of asset impairment reserves upon the sales of idled assets in Brazil and the United Kingdom. Restructuring costs in Q1 2004 included a $6.3 charge related to a change in our business model in Brazil. Included in this charge was a $4.1 non-cash currency translation loss, which had previously been reflected as a reduction in shareholders’ equity as a component of Accumulated Other Comprehensive Loss. In addition, in Q1 2004 we recorded severance and facility rationalization charges of $1.0 for the shutdown of manufacturing operations in Portugal.

Cost of sales improved to 70.1% of revenue versus 70.5% in Q1 2004. The benefits from prior restructuring efforts were partially offset by continued pricing pressure across International markets, disruptions due to ongoing restructuring activities and implementation of a new logistics system.

Operating expenses in the quarter increased versus the prior year, primarily due to $3.5 of unfavorable currency translation effects, $2.3 due to the new dealers consolidated and costs related to new product development and launch activities partially offset by savings from previous restructuring activities. Restructuring costs related to operating expenses in Q1 2005 consisted of severance costs for workforce reductions and facility rationalization costs. Restructuring costs in Q1 2004 included facility rationalization costs.

Weak economic conditions in certain countries continue to put pressure on some of our dealers. We continue to monitor the financial condition of dealers for changes in credit quality. We believe our reserves adequately reflect these credit risks. However, if individual dealers experience a deeper reduction in revenues, the likelihood of losses would increase and additional charges or reserves would be necessary.

Other revenue represented 10.8% of consolidated revenue in Q1 2005 and increased in 3.8% versus Q1 2004 primarily due to new product sales in our PolyVision subsidiary.

The improvement in operating loss in Q1 2005 compared to Q1 2004 was primarily due to reductions of credit reserves and a gain on early termination of a customer lease in our Financial Services business.

Restructuring costs included in Q1 2005 operating results were lease impairment costs associated with the shutdown of a facility. In Q1 2004, restructuring costs represented severance costs for workforce reductions.

Our Financial Services subsidiary provides lease financing to end customers and various forms of financing to our dealers. Our underlying net investment in leases represents multiple leases to individual end customers and there are some concentrations of credit risk with certain customers. We have processes that allow us to monitor and react quickly to changes in the credit quality of our lease customers. While the overall credit quality of our portfolio remained stable in Q1 2005, our risk of exposure decreased as customers became more financially stable. We closely monitor our receivable exposure and the overall financial condition of the dealers in North America to whom we extend financing. Although we believe reserves are adequate in total, deterioration in the financial stability of larger customers and dealers would likely require us to record additional charges and reserves. During Q1 2004, we outsourced lease fundings to a third party; therefore we no longer carry credit or residual risk for new leases.

The following table summarizes our statement of cash flows for the three months ended May 28, 2004 and May 30, 2003:

For the three months ended May 28, 2004, we decreased cash and cash equivalents by $56.2 primarily due to a seasonal increase in working capital requirements and the pay down of debt.

Cash was used in operating activities through increases in net operating assets during the quarter. Working capital needs increased as revenue increased. We made a number of normal first quarter disbursements including approximately $30.0 for annual retirement contributions and long-term bonus payments, prepayments of insurance and semi-annual bond interest payments. These payments had the effect of either increasing prepaid assets or decreasing liabilities, which represented a use of cash from operating activities. In the prior year quarter, cash was used in operating activities due to similar payments in that period. Although operating activities did not generate enough cash for our capital expenditures, we had a sufficient cash balance during the quarter to fund these needs.

We generated cash from investing activities for the three months ended May 28, 2004 primarily through the negotiated early repayment of customer leases.

We continue to closely scrutinize capital spending to ensure we are making the right investments to sustain the business and to preserve our ability to introduce innovative, new products. For the quarter, capital expenditures were about 50% of depreciation, which represented a source of cash.

In Q1 2004, we generated cash from investing activities primarily from the sale of leased assets as our Financial Services subsidiary continued the implementation of its new funding strategy.

The primary use of cash in financing activities during Q1 2005 related to the retirement of about $23.0 in debt. The decrease in debt included the pay off of about $15.0 in debt established several years ago to help fund Financial Services leases in Canada. As we changed strategies within Financial Services, we no longer needed this debt. The remaining $8.0 of debt reduction related to normal scheduled net repayments across several facilities.

We paid common stock dividends of $0.06 per share in Q1 2005 and Q1 2004. The exercise of employee stock options during Q1 2005 generated $0.3 of cash.

The Board of Directors has authorized share repurchases of up to 11 million shares. We did not repurchase any common shares for the three months ended May 28, 2004 or May 30, 2003. Approximately 3.8 million shares remain available for repurchase under the Board’s authorization and we have no outstanding share repurchase commitments.

We are contingently liable under loan guarantees for certain Steelcase dealers and joint ventures in the event of default or non-performance of the financial repayment of the liability. We are also party to performance bonds for certain installation or construction activities of certain Steelcase dealers and a joint venture. Due to the contingent nature of guarantees and performance bonds, the full value of the guarantees and performance bonds are not recorded on our consolidated balance sheets; however, we have reserves recorded to cover potential losses. See Note 12 to the condensed consolidated financial statements for more information regarding guarantees and performance bonds.

Total consolidated debt as of May 28, 2004 was $331.4 consisting primarily of term notes due November 2006. Our consolidated debt to capitalization ratio was 21.8% at the end of the quarter compared to 21.0% at the end of Q1 2004. The change in the debt to capitalization ratio was primarily due to $47.7 related to our synthetic lease structure included in debt in compliance with FIN 46(R), partially offset by the retirement of about $23.0 in debt during Q1 2005. These funds, in addition to the current cash and cash equivalents balance, cash generated from future operations and available credit facilities, are expected to be sufficient to finance our known or foreseeable liquidity and capital needs. Included in long-term debt and short-term borrowings are capital lease obligations totaling $2.1.

Of the $16.1 of debt payments due in less than one year (as presented in the contractual obligations table above), $7.6 relates to foreign currency notes payable and revolving credit facility obligations with interest rates ranging from 2.33% to 7.25%. The remaining $8.5 balance relates to United States dollar notes payable obligations with interest rates ranging from 5.96% to 8.00%.

The Company has commitments related to certain sales offices, showrooms, and equipment under non-cancelable operating leases that expire at various dates through 2020. Minimum payments for operating leases having initial or remaining non-cancelable terms less than one year and beyond are presented in the contractual obligation table above.

Committed capital expenditures represent obligations we have related to property, plant, equipment and software projects. We expect existing cash balances, as well as future cash flows from operating activities, will provide funds to fulfill these commitments.

We define purchase obligations as non-cancelable signed contracts to purchase goods or services beyond the needs of meeting current backlog or production.

Other long-term liabilities primarily represent contribution and benefit payments expected to be made for our defined contribution, deferred compensation, pension and post-retirement medical benefit plans. It should be noted our obligations related to post-retirement medical benefit plans are not contractual and the plans could be amended at the discretion of the Compensation Committee of the Board of Directors. We limited our disclosure of contributions and benefit payments to 10 years as information beyond this time period was not available. See Note 8 to the condensed consolidated financial statements for further discussion regarding these plans.

The contractual obligations table above is current as of May 28, 2004. The amounts of these obligations could change materially over time as new contracts or obligations are initiated and existing contracts or obligations are terminated or modified.

Cash and cash equivalents includes $24.4 invested in a money market fund, the use of which is restricted as collateral for our accrued liability related to our workers’ compensation program. If this restricted cash is needed for liquidity purposes, we can replace the collateral for our workers’

Our obligations under the $250.0 3-year global committed bank facility are unsecured and unsubordinated. As of May 28, 2004, we had no borrowings against this facility. The Company may, at its option, and subject to customary conditions, request to increase the aggregate commitment by up to $100.0 by obtaining at least one commitment from one or more lenders. This facility and certain of our other financing and lease facilities require us to satisfy financial covenants including a minimum net worth covenant, a maximum debt ratio covenant, a minimum interest coverage ratio covenant and an asset coverage ratio covenant. Although we have $367.9 of available capacity, our maximum debt ratio covenant would limit additional borrowings to approximately $115.0 as of May 28, 2004. We were in compliance with all covenants under this facility and our other financing and lease facilities as of the end of Q1 2005. The amounts available to us under the various uncommitted lines are subject to change or cancellation by the banks at any time. Our long-term debt rating is BBB- from Standard & Poor’s and Ba1 from Moody’s Investor Services.

From time to time, in written reports and oral statements, the company discusses its expectations regarding future events. Statements and financial discussion and analysis contained in this report that are not historical facts are forward-looking statements. These statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the company, based on current beliefs of management as well as assumptions made by, and information currently available to, Steelcase. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Although Steelcase believes these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation: competitive and general economic conditions and uncertainty domestically and internationally; delayed or lost sales and other impacts related to acts of terrorism, acts of war or governmental action; changes in domestic or international laws, rules and regulations, including the impact of changed environmental laws, rules or regulations; major disruptions at our key facilities or in the supply of any key raw materials, components or finished goods; competitive pricing pressure; pricing changes by the company, its competitors or suppliers; currency fluctuations; changes in customer demand and order patterns; changes in the financial stability of customers, dealers (including changes in their ability to pay for product and services, dealer financing and other amounts owed to the company) or suppliers; changes in relationships with customers, suppliers, employees and dealers, the mix of products sold

and of customers purchasing (including large project business); the success (including product performance and customer acceptance) of new products, current product innovations and platform simplification, and their impact on the company’s manufacturing processes; the company’s ability to successfully reduce its costs, including actions such as workforce reduction, facility rationalization, disposition of excess assets (including real estate) at more than book value and/or related impairments, production consolidation, reduction of business complexity, culling products and global supply chain management; the company’s ability to successfully implement a surcharge relating to cost increases in steel; implement technology initiatives; integrate acquired businesses; migrate to a less vertically integrated model; implement lean manufacturing principles; initiate and manage alliances; manage consolidated dealers; possible acquisitions or divestitures by the company; changes in business strategies and decisions; and other risks detailed in the company’s Form 10-K for the year ended February 27, 2004 and other filings with the Securities and Exchange Commission. The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement. Unpredictable or unknown factors could also have material adverse effects on the company. All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. Except as required under the Federal securities laws and rules and regulations of the SEC, Steelcase undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of May 28, 2004. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of May 28, 2004, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

(b) Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On May 26, 2004, the United States Court of Appeals for the Fifth Circuit (“Fifth Circuit”) filed its decision in the appeal of the judgment rendered in favor of Propulsion Technologies, Inc. d/b/a

PowerTech! Marine Propellers (“PowerTech”) against the company’s subsidiary, AW Corporation (“AW”) (f/k/a Attwood Corporation) in the United States District Court, Southern District of Texas, Brownsville Division. The Fifth Circuit determined that there was no legally sufficient basis to support the judgment entered on PowerTech’s claims and that AW was entitled to judgment as a matter of law. The Court also found that relief was not available to PowerTech on its cross appeal. Accordingly, the Court of Appeals reversed the District Court’s judgment with directions to render judgment for AW.

On June 8, 2004, PowerTech filed a Petition for Panel Rehearing, requesting that the Fifth Circuit grant a rehearing and uphold the judgment or, in the alternative, order that the case be retried. On June 25, 2004, the Fifth Circuit entered an order denying the Petition for Rehearing.

A Current Report on Form 8-K was filed March 30, 2004 under Item 12, Results of Operations and Financial Condition, regarding Steelcase Inc.’s fourth quarter fiscal 2004 earnings release.

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


	By:	/s/ JAMES P. KEANE



	James P. Keane
	Senior Vice President,
	Chief Financial Officer
	(Duly Authorized Officer and
	Principal Financial Officer)

28 EX-3.2 2 k86488exv3w2.txt AMENDED BY-LAWS, AS AMENDED MARCH 27, 2004 EXHIBIT 3.2 AMENDED BY-LAWS OF STEELCASE INC. Amended as of: March 27, 2004 - -------------------------------------------------------------------------------- ARTICLE I Offices ------- SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II Meetings of Shareholders ------------------------ SECTION 2.01. Times and Places of Meetings. Meetings of the shareholders shall be held at such times and places as may be fixed from time to time by the board of directors, within or without the State of Michigan. SECTION 2.02. Annual Meeting. An annual meeting of the shareholders for election of directors and for such other business as may come before the meeting shall be held each year at such time on such business day and in such month as may be designated by the board (provided that each successive annual meeting shall be held within 15 months of the preceding annual meeting). SECTION 2.03. Special Meetings. Special meetings of the shareholders may be called by the board of directors or by the Chief Executive Officer, and shall be held on such date as may be specified in the notice of the meeting. SECTION 2.04. Notice of Meetings. Written notice of all meetings of shareholders, stating the time, place and purposes thereof, shall be given to each shareholder of record entitled to vote thereat, at least 10 but not more than 60 days before the date fixed for the meeting, either personally or by mail (notice by mail shall be deemed given when mailed). SECTION 2.05. Quorum. The holders of a majority of the voting power of shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation; provided, however, that when any specified action is required to be voted upon by a class or series of shares voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified action. If there shall be no quorum, the shares present by majority vote may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. However, if after the adjournment the board fixes a new record date for the adjourned meeting, notice of the time, place and purposes of such meeting shall be given to each shareholder of record on the new record date. Once a quorum shall have been determined to be present, the shareholders present in person or by proxy at any meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. SECTION 2.06. Vote Required. When an action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or express provision of statute. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at an election. SECTION 2.07. Voting Rights. With respect to any matter for which shareholders are entitled to vote, each shareholder shall be entitled, in person or by proxy, to cast the number of votes specified for such matter in the Articles of Incorporation with respect to the number of shares of capital stock held by such person. SECTION 2.08. Order of Business. (a) At each meeting of the shareholders, the Chairman of the Board or, in the absence of the Chairman of the Board, the Chief Executive Officer, or in the absence of both the Chairman and the Chief Executive Officer, such person as shall be selected by the board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls. (b) At any annual meeting of shareholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any shareholder who is a holder of record at the time of the giving of the notice provided for in this Section 2.08, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.08. (c) For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given written notice thereof, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation (the "Secretary") at the principal executive offices of the corporation, not less than 70 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting 2 is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the shareholder must be so given not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 70th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Any such notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the corporation's books, of the shareholder proposing such business; (iii) the class and number of shares of the corporation which are beneficially owned by the shareholders; (iv) any material interest of the shareholder in such business; and (v) if the shareholder intends to solicit proxies in support of such shareholder's proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the corporation of his or her intention to present a proposal at an annual meeting and such shareholder's proposal has been included in a proxy statement that has been prepared by management of the corporation to solicit proxies for such annual meeting; provided, however, that if such shareholder does not appear or send a qualified representative, as determined by the chairman of the meeting, to present such proposal at such annual meeting, the corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation. No business shall be conducted at an annual meeting of shareholders except in accordance with this Section 2.08, and the chairman of any annual meeting of shareholders may refuse to permit any business to be brought before an annual meeting without compliance with the foregoing procedures or if the shareholder solicits proxies in support of such shareholder's proposal without such shareholder having made the representation required by clause (v) of the second sentence of this subsection (c). ARTICLE III Record Date ----------- SECTION 3.01. Fixing of Record Date by Board. For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action. SECTION 3.02. Provision for Record Date in the Absence of Board Action. If a record date is not fixed by the board of directors (a) the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record 3 date for determining shareholders for any purpose other than that specified in subsection (a) shall be the close of business on the day on which the resolution of the board relating thereto is adopted. SECTION 3.03. Adjournments. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this Article III, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting. ARTICLE IV Directors --------- SECTION 4.01. Number of Directors. The number of directors which shall constitute the whole board shall be determined from time to time by resolution of the board of directors in accordance with the provisions of Article VII of the Articles of Incorporation. SECTION 4.02. Vacancies. Vacancies shall be filled in accordance with the provisions of Section 2 of Article VII of the Articles of Incorporation. SECTION 4.03. Powers. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the shareholders. SECTION 4.04. Fees and Expenses. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. SECTION 4.05. Resignation. Any director may resign at any time and such resignation shall take effect upon receipt thereof by the corporation, or such subsequent time as set forth in the notice of resignation. SECTION 4.06. Qualifications. A director need not be a shareholder, a citizen of the United States or a resident of the State of Michigan. SECTION 4.07. Notification of Nominations. (a) Subject to the rights of the holders of any series of Preferred Stock, nominations for the election of directors may be made by the board or by any shareholder who is a shareholder of record at the time of giving of the notice of nomination provided for in this Section 4.07 and who is entitled to 4 vote for the election of directors. Any shareholder of record entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such shareholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation (i) with respect to an election to be held at an annual meeting of shareholders, not less than 70 nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the shareholder to be timely must be so given not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees to be elected at such meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the board; (e) the consent of each nominee to serve as a director of the corporation if so elected and (f) if the shareholder intends to solicit proxies in support of such shareholder's nominee(s), a representation to that effect. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the shareholder solicits proxies in favor of such shareholder's nominee(s) without having made the representation required by the immediately preceding sentence. Only such persons who are nominated in accordance with the procedures set forth in this Section 4.07 shall be eligible to serve as directors of the corporation. (b) Notwithstanding anything in the immediately preceding paragraph of this Section 4.07 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation at an annual meeting of shareholders is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased board of directors made by the corporation at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Section 4.07 shall also be considered timely, but only with respect 5 to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation. SECTION 4.08. Maximum Age of Nominees for Director. No person shall be eligible for election or appointment as a director after attaining the age of 75. SECTION 4.09. Chairman of the Board. The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, may elect from its members a Chairman of the Board and any number of Vice Chairmen of the Board, each of whom shall hold such position at the pleasure of the board. The Chairman of the Board, if there be one, shall, when present, preside at all meetings of the directors and shareholders. He shall have such other duties and powers as may be imposed or given by the board. SECTION 4.10. Vice Chairmen of the Board. Each Vice Chairman of the Board, if there be any, shall have such powers and perform such duties as may be assigned to him from time to time by the Chairman of the Board or the board of directors. ARTICLE V Meetings of Directors --------------------- SECTION 5.01. Places of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Michigan. SECTION 5.02. First Meeting of Newly Elected Board. The first meeting of each newly elected board of directors shall be held following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. SECTION 5.03. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. SECTION 5.04. Special Meetings. Special meetings of the board may be called by the Chief Executive Officer or Secretary or by a majority of the directors then in office, on two days' notice to each director, either personally or by mail or by facsimile. 6 SECTION 5.05. Purpose Need Not Be Stated. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting. SECTION 5.06. Quorum. At all meetings of the board a majority of the total number of directors then in office shall constitute a quorum for the transactions of business, and the acts of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the board of directors, except as may be otherwise specifically provided by applicable law or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 5.07. Action Without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if, before or after the action, a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the board or committee. Such consent shall have the same effect as a vote of the board or committee for all purposes. SECTION 5.08. Meeting by Telephone or Other Communication Equipment. The board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. SECTION 5.09. Waiver of Notice. Attendance of a director at a meeting of the board or any committee constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Notice of any meeting of the board or a committee need not be given to any person entitled thereto who waives such notice in writing, either before or after the meeting. ARTICLE VI Committees of Directors ----------------------- SECTION 6.01. Executive Committee of the Board. The board of directors may appoint an Executive Committee of the Board whose membership shall consist of such members of the board of directors as it may deem advisable from time to time to serve during the pleasure of the board. The board of directors may also appoint directors to serve as alternates for members of the Executive Committee of the Board in the absence 7 or disability of regular members. The board of directors may fill any vacancies in the Executive Committee of the Board as they occur. The Executive Committee of the Board, if there be one, shall have and may exercise the powers of the board of directors in the management of the business affairs and property of the corporation during the intervals between meetings of the board of directors, subject to applicable law and to such limitations and control as the board of directors may impose from time to time. SECTION 6.02. Other Committees. The board of directors may designate such other committees as it may deem appropriate, and such committees shall exercise the authority delegated to them. SECTION 6.03. Meetings. Each committee provided for above shall meet as often as its business may require and may fix a day and time for regular meetings, notice of which shall not be required. Whenever the day fixed for a meeting shall fall on a holiday, the meeting shall be held on the business day following or on such other day as the committee may determine. Special meetings of committees may be called by any member, and notice thereof may be given to the members by mail, telephone or facsimile. A majority of its members shall constitute a quorum for the transaction of business of any of the committees. SECTION 6.04. Substitutes. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such absent or disqualified member. ARTICLE VII Officers -------- SECTION 7.01. Appointment. The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, shall appoint a Chief Executive Officer, a Secretary and a Treasurer and may also appoint a President and one or more Vice Presidents, none of whom need be members of the board. The board from time to time may appoint such other officers as they may deem proper. The dismissal of an officer, the appointment of an officer to fill the place of one who has been dismissed or has ceased for any reason to be an officer, the appointment of any additional officers, and the change of an officer to a different or additional office, may be made by the board of directors at any later meeting. Any two or more offices may be filled by the same person. SECTION 7.02. Term of Office. Each officer shall hold office at the pleasure of the board. The board of directors may remove any officer for cause or without cause. Any officer may resign his office at any time, such resignation to take effect upon receipt of written notice thereof by the corporation unless otherwise specified in the resignation. If any office becomes vacant for any reason, the vacancy may be filled by the board. 8 SECTION 7.03. The Chief Executive Officer. The Chief Executive Officer shall have final authority, subject to the control of the board of directors, over the general policy and business of the corporation and shall have the general control and management of the business and affairs of the corporation. Unless there shall be a Chairman of the Board, or, if there be one, in the event of his death, resignation, absence or inability to act, the Chief Executive Officer shall preside at all meetings of the shareholders, and, if he shall be a director, at all meetings of the board of directors. The Chief Executive Officer shall have the power, subject to the control of the board of directors, to appoint or discharge and to prescribe the duties and to fix the compensation of such agents and employees of the corporation as he may deem necessary. He shall have the authority to appoint or suspend the duties of officers on an interim basis, and the authority to establish compensation for corporate officers subject to the control of the board. He shall make and sign bonds, mortgages and other contracts and agreements in the name and on behalf of the corporation, except when he or the board of directors by resolution instruct the same to be done by some other officer or agent. He shall see that all orders and resolutions of the board of directors are carried into effect and shall perform all other duties necessary or appropriate to his office, subject, however, to his right and the right of the directors to delegate any specific powers to any other officer or officers of the corporation. SECTION 7.04. The President. The President shall be the chief operating officer of the corporation and shall have general supervision of the day-to-day business of the corporation; and shall, in the absence of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer, and shall perform such other duties and have such other powers as the Chief Executive Officer or the board of directors may prescribe from time to time. SECTION 7.05. Vice Presidents. Each Vice President shall have such title and powers and perform such duties as may be assigned to him from time to time by the Chief Executive Officer or the board of directors. SECTION 7.06. Secretary. The Secretary shall cause to be maintained minutes of all meetings of the board and of the shareholders and shall keep a record of all votes at such meetings. The Secretary shall give, or see to the giving of notice of all meetings of the shareholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the President. SECTION 7.07. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the board, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board. SECTION 7.08. Assistant Secretaries and Treasurers. There may be elected one or more Assistant Secretaries and Assistant Treasurers who may, in the absence, 9 disability or nonfeasance of the Secretary or Treasurer, respectively perform the duties and exercise the powers of such persons. SECTION 7.09. Other Officers. All other officers, as may from time to time be appointed by the board of directors pursuant to this Article, shall perform such duties and exercise such authority as the board of directors or the Chief Executive Officer shall prescribe. SECTION 7.10. Absence of Officer. In the case of the absence of any officer, or for any other reason that the board may deem sufficient, the Chief Executive Officer or the board may delegate for the time being the powers or duties of such officer to any other officer or to any director. ARTICLE VIII Certificates of Stock --------------------- SECTION 8.01. Form. Every holder of stock in the corporation shall be entitled on request to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, or an Assistant Treasurer, or the Secretary, or an Assistant Secretary, of the corporation, certifying the number of shares owned by such holder. The certificates may, but need not, be sealed with the seal of the corporation, or a facsimile thereof. SECTION 8.02. Facsimile Signatures. Any signature on a stock certificate may be a facsimile. In case any officer who signed, or whose facsimile signature has been placed upon a certificate, shall have ceased to be such officer before such certificate is issued, it may be issued with same effect as if he were such officer at the date of issue. SECTION 8.03. Substituted Certificates. The officers may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation on account of the certificate alleged to have been lost or destroyed, or the issuance of such new certificate. SECTION 8.04. Registered Owner. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner and to have all of the other rights and responsibilities of 10 the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE IX Indemnification --------------- SECTION 9.01. Indemnification. The corporation shall, to the fullest extent authorized or permitted by the Michigan Business Corporation Act, (a) indemnify any person, and his or her heirs, personal representatives, executors, administrators and legal representatives, who was, is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation (including a subsidiary corporation), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, or by reason of anything done by such person in such capacity (collectively, "Covered Matters") and (b) pay or reimburse the reasonable expenses incurred by such person and his or her heirs, executors, administrators and legal representatives in connection with any Covered Matter in advance of final disposition of such Covered Matter. The corporation may provide such other indemnification to directors, officers, employees and agents by insurance, contract or otherwise as is permitted by law and authorized by the board of directors. ARTICLE X Subsidiaries and Divisions -------------------------- SECTION 10.01. Divisional Officers. The board of directors or the Chief Executive Officer may, as they shall deem necessary, designate certain individuals as divisional officer. Any titles given to divisional officers may be withdrawn at any time, without cause, by the board of directors or the Chief Executive Officer. A divisional officer may, but need not be, a director or an executive officer of the corporation. All divisional officers shall perform such duties and exercise such authority as the board of directors or the Chief Executive Officer shall prescribe. SECTION 10.02. Subsidiaries. The Chief Executive Officer, or any other officer, agent or proxy appointed by the board of directors may vote the shares of stock owned by the corporation in any subsidiary, whether wholly or partly owned by the corporation, in such manner as they may deem in the best interests of the corporation, including, without limitation, for the election of directors of any such subsidiary corporation, or for any amendments to the charter or by-laws of any such subsidiary corporation, or for the liquidation, merger or sale of assets of any subsidiary corporation. The board of directors 11 or the Chief Executive Officer may cause to be elected to the board of directors of any such subsidiary corporation such persons as they shall designate, any of whom may be, but need not be, directors, executive officers or other employees or agents of the corporation. The board of directors or the Chief Executive Officer may instruct the directors of any such subsidiary corporation as to the manner in which they are to vote upon any issue properly coming before them as the directors of such subsidiary corporation, and such directors shall have no liability to the corporation as the result of any action taken in accordance with such instructions. SECTION 10.03. Divisional and Subsidiary Officers Not Officers of the Corporation. Divisional officers, and the officers of any subsidiary corporation, shall not, by virtue of holding such title and position, be deemed to be officers of the corporation, nor shall any such divisional officer or officer of a subsidiary corporation, unless he shall also be a director or executive officer of the corporation, be entitled to have access to any files, records or other information relating or pertaining to the corporation, its business and finances. ARTICLE XI Control Share Acquisition Act ----------------------------- SECTION 11.01. Control Share Acquisition Act. The corporation hereby elects not to be subject to the provisions of the Stacey, Bennet, and Randall Shareholder Equity Act under the Michigan Business Corporation Act. ARTICLE XII General Provisions ------------------ SECTION 12.01. Checks. All checks, drafts or demands for money and notes of the corporation must be signed by such officer or officers or such other person or persons as the board of directors from time to time designates. All funds of the corporation not otherwise employed shall be deposited or used as the board of directors from time to time designates. SECTION 12.02. Fiscal Year. The fiscal year of the corporation shall end on the last day of February of each year or on such other date as may be fixed by resolution of the board of directors. SECTION 12.03. Seal. The corporate seal, if any, shall have inscribed thereon the name of the corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. SECTION 12.04. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the 12 board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. SECTION 12.05. Voting Shares of Another Corporation. Shares of any other corporation owned by this corporation shall be voted in the manner provided in Section 10.02 of Article X with respect to the voting of shares in subsidiaries. ARTICLE XIII Amendments ---------- SECTION 13.01. Amendments. Any By-law (other than this Article XIII) may be adopted, repealed, altered or amended by a majority of the entire board at any meeting thereof. The shareholders of the corporation shall have the power to amend, alter or repeal any provision of these By-laws only to the extent and in the manner provided in the Articles of Incorporation. 13 EX-10.24 3 k86488exv10w24.txt 2005-1 AMENDMENT TO BENEFIT PLAN FOR OUTSIDE DIR. EXHIBIT 10.24 2005-1 AMENDMENT TO THE STEELCASE BENEFIT PLAN FOR OUTSIDE DIRECTORS (EFFECTIVE AS OF MARCH 1, 1999) -------------------------------- This 2005-1 Amendment to the STEELCASE BENEFIT PLAN FOR OUTSIDE DIRECTORS ("Plan") is adopted by STEELCASE INC. Pursuant to Section 1.3 of the Plan, Steelcase Inc. amends the Plan as follows: A. Effective as of March 1, 1999, the last sentence of the second paragraph of Section 4.1 is amended as follows: This shall not apply to coordination with the dental benefit. B. Effective as of April 1, 2004, a new subsection (x) is added to Section 8.7 to read as follows: (x) OBESITY TREATMENT. Charges for the medical and surgical treatment of obesity in accordance with the Plan's medical policy for obesity treatment. C. In all other respects, the Plan shall be unchanged. IN WITNESS OF WHICH, Steelcase Inc. has executed this 2005-1 Amendment to the Plan. STEELCASE INC. Dated: March 31, 2004 By Nancy W. Hickey ---------------------------- Its Sr. Vice President, Global Strategic Resources & Chief Administrative Officer EX-31.1 4 k86488exv31w1.txt CERTIFICATION OF CEO TO SECTION 302 EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER SARBANES--OXLEY ACT SECTION 302 I, James P. Hackett, President and Chief Executive Officer of Steelcase Inc., certify that: 1) I have reviewed this quarterly report on Form 10-Q of Steelcase Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ JAMES P. HACKETT -------------------- Name: James P. Hackett Title: President and Chief Executive Officer July 7, 2004 EX-31.2 5 k86488exv31w2.txt CERTIFICATION OF CFO TO SECTION 302 EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER SARBANES--OXLEY ACT SECTION 302 I, James P. Keane, Senior Vice President, Chief Financial Officer of Steelcase Inc., certify that: 1) I have reviewed this quarterly report on Form 10-Q of Steelcase Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ JAMES P. KEANE ------------------ Name: James P. Keane Title: Senior Vice President, Chief Financial Officer July 7, 2004 EX-32.1 6 k86488exv32w1.txt CERTIFICATION OF CEO AND CFO TO SECTION 1350 EXHIBIT 32.1 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Steelcase Inc. (the "Company") for the quarter ended May 28, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), James P. Hackett, as Chief Executive Officer of the Company, and James P. Keane, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JAMES P. HACKETT ---------------------- Name: James P. Hackett Title: President and Chief Executive Officer July 7, 2004 /s/ JAMES P. KEANE -------------------- Name: James P. Keane Title: Senior Vice President, Chief Financial Officer July 7, 2004 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----


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

For the quarterly period ended
May 28, 2004

Commission File No. 1-13873


Michigan		38-0819050
(State of Incorporation)		(IRS employer identification number)

901 44th Street SE Grand Rapids, Michigan		49508
(Address of principal executive offices)		(Zip code)




		Page No.


Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations for the Three Months Ended May 28, 2004 and May 30, 2003		3
	Condensed Consolidated Balance Sheets as of May 28, 2004 and February 27, 2004		4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended May 28, 2004 and May 30, 2003		5
	Notes to Condensed Consolidated Financial Statements		6-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16-25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25

Item 4.	Controls and Procedures		25

Part II.	Other Information

Item 1.	Legal Proceedings		25-26

Item 6.	Exhibits and Reports on Form 8-K		26

Signatures			27

Exhibit Index			28
Amended By-laws, as Amended March 27, 2004
2005-1 Amendment to Benefit Plan for Outside Dir.
Certification of CEO to Section 302
Certification of CFO to Section 302
Certification of CEO and CFO to Section 1350





			Three Months Ended


			May 28,			May 30,
			2004			2003


Revenue			$	597.7		$	555.6
Cost of sales				426.8			399.1
Restructuring costs				3.6			10.2

		Gross profit		167.3			146.3
Operating expenses				170.9			166.9
Restructuring costs				1.5			4.7

		Operating loss		(5.1	)		(25.3	)
Interest expense				(5.2	)		(4.8	)
Other income (expense), net				0.7			6.5

		Loss from continuing operations before income tax benefit		(9.6	)		(23.6	)
Income tax benefit				(2.9	)		(8.8	)

		Loss from continuing operations		(6.7	)		(14.8	)
Income and gain from discontinued operations, net of applicable income taxes				1.0			1.4

		Net loss	$	(5.7	)	$	(13.4	)

Basic and diluted per share data:
	Loss from continuing operations		$	(0.05	)	$	(0.10	)
	Income and gain from discontinued operations			0.01			0.01

	Earnings (loss)		$	(0.04	)	$	(0.09	)

Dividends declared per common share			$	0.06		$	0.06




					(Unaudited)
					May 28,			February 27,
					2004			2004


ASSETS
	Current assets:
		Cash and cash equivalents			$	206.0		$	262.2
		Accounts receivable, net				376.4			362.2
		Notes receivable and investment in leases, net				60.8			75.4
		Inventories				123.2			114.4
		Other current assets				130.6			127.8

				Total current assets		897.0			942.0
	Property and equipment, net					692.1			713.8
	Notes receivable and investment in leases, net					56.0			65.8
	Company owned life insurance					177.1			177.9
	Goodwill and other intangible assets, net					296.0			298.3
	Other assets					167.3			152.6

				Total assets	$	2,285.5		$	2,350.4


LIABILITIES AND SHAREHOLDERS’ EQUITY
	Current liabilities:
		Accounts payable			$	161.2		$	161.8
		Short-term borrowings and current portion of long-term debt				16.1			34.4
		Accrued expenses:
			Employee compensation			90.7			94.0
			Employee benefit plan obligations			22.8			33.9
			Other			217.8			219.2

				Total current liabilities		508.6			543.3

	Long-term liabilities:
		Long-term debt				315.3			319.6
		Employee benefit plan obligations				236.3			241.0
		Other long-term liabilities				36.6			41.2

				Total long-term liabilities		588.2			601.8

				Total liabilities		1,096.8			1,145.1

	Shareholders’ equity:
		Common stock				293.7			289.8
		Accumulated other comprehensive loss				(46.4	)		(43.5	)
		Deferred compensation—restricted stock				(4.4	)		(1.4	)
		Retained earnings				945.8			960.4

				Total shareholders’ equity		1,188.7			1,205.3

				Total liabilities and shareholders’ equity	$	2,285.5		$	2,350.4

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	*Consolidation of Variable Interest Entities—FIN 46(R)*


	Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003—FSP 106-2




	Three Months
	Ended


	May 28,			May 30,
Components of Earnings (Loss) Per Share	2004			2003

Numerator:
Loss from continuing operations	$	(6.7	)	$	(14.8	)
Income and gain from discontinued operations		1.0			1.4

Net loss numerator for both basic and diluted EPS	$	(5.7	)	$	(13.4	)

Denominators:
Denominator for basic EPS—weighted average common shares outstanding		147.8			147.6
Potentially dilutive shares resulting from stock incentive plan awards(1)		0.2			—

Denominator for diluted EPS(1)		148.0			147.6


(1)	The denominator for basic EPS is used for calculating EPS for all periods presented because potentially dilutive shares and diluted EPS are not applicable when a loss from continuing operations is reported.




	May 28,			February 27,
Inventories	2004			2004

Finished goods	$	62.1		$	58.3
Work in process		31.1			29.7
Raw materials		55.3			51.7

		148.5			139.7
LIFO reserve		(25.3	)		(25.3	)

	$	123.2		$	114.4



		May 28,
Goodwill by Business Segment and Category		2004

North America		$	45.1
Steelcase Design Partnership			63.2
International			42.5
Other			59.4

	Total	$	210.2




					May 28, 2004						February 27, 2004

			Estimated
			Useful Lives				Accumulated						Accumulated
Other Intangible Assets			(Years)		Gross		Amortization		Net		Gross		Amortization		Net

Intangible assets subject to amortization:
	Proprietary technology			9–14	$	48.7	$	10.5	$	38.2	$	48.7	$	9.3	$	39.4
	Trademarks			5–10		32.5		22.2		10.3		32.5		21.5		11.0
	Non-compete agreements			3		1.9		1.8		0.1		1.9		1.6		0.3
	Other			5–7		8.8		3.8		5.0		8.8		3.6		5.2

		Total				91.9		38.3		53.6		91.9		36.0		55.9
Intangible assets not subject to amortization:
	Trademarks			n/a		32.2		—		32.2		32.2		—		32.2

		Total Intangible Assets			$	124.1	$	38.3	$	85.8	$	124.1	$	36.0	$	88.1




Estimated Amortization Expense


Year Ending February	Amount

2005	$	7.8
2006		7.4
2007		7.4
2008		7.4
2009		7.2




	Three Months Ended



							Post-retirement
	Pension Plans						Plans


	May 28,			May 30,			May 28,			May 30,
Components of Expense	2004			2003			2004			2003

Components of expense:
Service cost	$	0.7		$	0.5		$	1.0		$	1.1
Interest cost		1.1			1.0			3.4			3.6
Amortization of prior year service cost (gain)		0.1			0.2			(1.4	)		(1.0	)
Expected return on plan assets		(0.7	)		(0.6	)		—			—
Adjustment due to plan curtailment		—			—			—			(1.0	)
Adjustment due to plan settlement		—			(0.1	)		—			—
Amortization of unrecognized net actuarial loss		0.2			0.1			1.1			0.9

Net expense	$	1.4		$	1.1		$	4.1		$	3.6



		Fiscal 2005
Restructuring Charges		Q1

Cost of sales:
North America		$	3.6
International			(0.8	)
Other			0.8

			3.6

Operating expenses:
North America			1.0
International			0.5

			1.5

	Total	$	5.1



		Workforce
Restructuring Reserve		Reductions			Other Costs			Total

Reserve balance as of February 27, 2004		$	12.2		$	9.9		$	22.1
	Additions		3.5			1.6			5.1
	Payments and adjustments		(4.8	)		(0.4	)		(5.2	)

Reserve balance as of May 28, 2004		$	10.9		$	11.1		$	22.0


	*Repurchase Program*


	*Incentive Compensation Plan*


	*Guarantees and Performance Bonds*



		May 28,		February 27,
Operating Segment Balance Sheet Data		2004		2004

Total assets
	North America	$	1,150.9	$	1,130.5
	Steelcase Design Partnership		145.8		137.1
	International		439.5		454.5
	Other		549.3		628.3

	Consolidated total assets	$	2,285.5	$	2,350.4



Product Warranty		Amount

Balance as of February 27, 2004		$	20.9
	Accruals for warranty charges		4.7
	Settlements and adjustments		(2.9	)

Balance as of May 28, 2004.		$	22.7


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations




	Three Months Ended



Income Statement Data	May 28, 2004
						May 30, 2003
Revenue	$	597.7		100.0%		$	555.6		100.0%
Cost of sales		426.8		71.4			399.1		71.8
Restructuring costs		3.6		0.6			10.2		1.9

Gross profit		167.3		28.0			146.3		26.3
Operating expenses		170.9		28.6			166.9		30.0
Restructuring costs		1.5		0.3			4.7		0.8

Operating loss		(5.1	)	(0.9	)		(25.3	)	(4.5	)
Non-operating items, net		(4.5	)	(0.7	)		1.7		0.3

Loss from continuing operations before income tax benefit		(9.6	)	(1.6	)		(23.6	)	(4.2	)
Income tax benefit		(2.9	)	(0.5	)		(8.8	)	(1.6	)

Loss from continuing operations		(6.7	)	(1.1	)		(14.8	)	(2.6	)
Discontinued operations, net		1.0		0.2			1.4		0.2

Net loss	$	(5.7	)	(0.9	)%	$	(13.4	)	(2.4	)%




	Three Months Ended



Income Statement Data—North America	May 28, 2004
						May 30, 2003
Revenue	$	328.1		100.0%		$	296.2		100.0%
Cost of sales		250.0		76.2			230.9		78.0
Restructuring costs		3.6		1.1			2.9		1.0

Gross profit		74.5		22.7			62.4		21.0
Operating expenses		79.9		24.3			79.3		26.7
Restructuring costs		1.0		0.3			2.4		0.8

Operating loss	$	(6.4	)	(1.9	)%	$	(19.3	)	(6.5	)%




	Three Months Ended



Income Statement Data — Steelcase Design Partnership	May 28, 2004
					May 30, 2003
Revenue	$	70.4	100.0	%	$	67.0	100.0	%
Cost of sales		44.0	62.5			41.5	62.0

Gross profit		26.4	37.5			25.5	38.0
Operating expenses		23.0	32.7			22.6	33.7

Operating income	$	3.4	4.8	%	$	2.9	4.3	%




	Three Months Ended



Income Statement Data—International	May 28, 2004
						May 30, 2003
Revenue	$	134.2		100.0	%	$	129.8		100.0	%
Cost of sales		94.1		70.1			91.5		70.5
Restructuring costs		(0.8	)	(0.6	)		7.3		5.6

Gross profit		40.9		30.5			31.0		23.9
Operating expenses		42.2		31.4			35.9		27.7
Restructuring costs		0.5		0.4			0.3		0.2

Operating loss	$	(1.8	)	(1.3	)%	$	(5.2	)	(4.0	)%





	Payments Due by Period



			Less than		1-3		3-5		After 5
Contractual Obligations	Total		1 year		years		years		years


Long-term debt and short-term borrowings	$	331.4	$	16.1	$	311.8	$	3.5	$	—
Operating leases		292.6		52.0		78.1		50.3		112.2
Committed capital expenditures		19.9		9.7		10.2		—		—
Purchase obligations		11.4		9.6		1.8		—		—
Other long-term liabilities		244.5		40.7		43.5		43.7		116.6

Total	$	899.8	$	128.1	$	445.4	$	97.5	$	228.8




		Amount


Global committed bank facility		$	250.0
Various uncommitted lines			124.0

	Total credit lines available		374.0
Less: borrowings outstanding			6.1

Available capacity (subject to covenant constraints)		$	367.9




Exhibit
No.		Description


	3.2	Amended By-laws of Steelcase Inc., as amended March 27, 2004

	10.24	2005-1 Amendment to the Steelcase Inc. Benefit Plan for Outside Directors

	31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002