8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 26, 2009

______________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)

Michigan	1-13873	38-0819050
(State or other jurisdiction	(Commission File Number)	(IRS employer identification number)
of incorporation)
901 44th Street SE
Grand Rapids, Michigan		49508
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (616) 247-2710

None

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02  Results of Operations and Financial Condition

Steelcase Inc. (“the Company”) reported its fourth quarter and fiscal year 2009 results today and is furnishing the earnings release as Exhibit 99.1 attached hereto.  Members of the public are invited to listen to the Company’s webcast conference call and view the accompanying presentation slides today, March 31, 2009, at 11:00 a.m. EDT through the link at ir.steelcase.com.  The presentation slides will be available at ir.steelcase.com subsequent to the issuance of the press release.  A replay of the webcast, including presentation slides, can also be accessed through the Company’s website through April 30, 2009.  

The earnings release contains certain non-GAAP financial measures.  A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of the Company.  Pursuant to the requirements of Regulation G, the Company has provided a reconciliation within the earnings release of non-GAAP financial measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures used within the Company’s earnings release are:

§   Fourth quarter and fiscal year consolidated gross profit, excluding restructuring items, for the current and prior year in dollars and as a percent of revenue,

§   Fourth quarter and fiscal year gross profit by business segment, excluding restructuring items, for the current and prior year in dollars and as a percent of revenue,

§   Fourth quarter and fiscal year consolidated operating (loss) income, excluding restructuring items, for the current and prior year in dollars and as a percent of revenue and

§   Fourth quarter and fiscal year operating (loss) income by business segment, excluding restructuring items, for the current and prior year in dollars and as a percent of revenue.

These measures are presented because management uses this information to monitor and evaluate financial results and trends.  Therefore, management believes this information is also useful for investors.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

ITEM 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers:  Compensatory Arrangements of Certain Officers

(e)           On March 26 and 27, 2009, the Company’s Board of Directors and the Compensation Committee of the Board of Directors approved changes to the target award percentages under the Company’s Management Incentive Plan for the Company’s President and Chief Executive Officer and each of the other executive officers of the Company who were named in the Summary Compensation Table of the Company’s Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on May 14, 2008 (collectively, the “Named Executive Officers”).  These percentages represent the amount of the officer’s base salary which would be awarded as a short-term or long-term award under the Management Incentive Plan upon the achievement of the economic value added (“EVA”) performance targets established by the Compensation Committee for the applicable fiscal year.

The changes are as follows:

	Previous Target Award Percentages		New Target Award Percentages
Name and Title	Short-Term	Long-Term	Short-Term	Long-Term
James P. Hackett President and Chief Executive Officer	70%	115%	100%	0%
David C. Sylvester Vice President and Chief Financial Officer	55%	90%	80%	0%
James P. Keane President, Steelcase Group	65%	100%	80%	0%
Frank H. Merlotti, Jr. President, Coalesse	60%	90%	60%	0%
Mark A. Baker Senior Vice President, Global Operations Officer	60%	100%	80%	0%

In connection with these changes, on March 27, 2009, the Board of Directors and the Compensation Committee approved the award of performance units under the Company’s Incentive Compensation Plan to each of the Named Executive Officers.  The performance units will be earned in part based on the achievement by the Company of certain total shareholder return (“TSR”) levels for fiscal years 2010 through 2012 relative to the industrial subset of companies within the S&P MidCap 400 Index.  A number of shares equal to 25% of the target award will be earned if the officer remains employed by the Company through the end of fiscal year 2012 whether or not the performance criteria are met, and a maximum number of shares equal to 200% of the target award (but not to exceed 250,000 shares) will be earned if the performance criteria are exceeded as set forth in the award agreements.   The form of award agreement for these performance units is attached as Exhibit 10.01 and is incorporated herein by reference.

The number of performance units awarded to each of the Named Executive Officers is as follows:

Name and Title	Performance Units Awarded
James P. Hackett President and Chief Executive Officer	175,000
David C. Sylvester Vice President and Chief Financial Officer	75,000
James P. Keane President, Steelcase Group	70,000
Frank H. Merlotti, Jr. President, Coalesse	55,000
Mark A. Baker Senior Vice President, Global Operations Officer	82,000

Cumulatively, these changes reflect a shift in the incentive compensation for fiscal year 2010 for the Named Executive Officers from cash to equity-based compensation by:

1.   replacing the long-term incentive compensation under the Management Incentive Plan, which was paid 50% in cash and 50% in restricted stock units and based on annual EVA performance, with performance units, which will be paid 100% in shares and earned in large part based on relative TSR performance over a three year period, and

2.   generally increasing the target percentages for short-term incentive compensation under the Management Incentive Plan in recognition of the increased percentage of incentive compensation to be paid in the form of equity.

ITEM 7.01  Regulation FD Disclosure

The Company has updated its investor presentation and will make it available on the Company’s website atir.steelcase.com.  The Company uses this presentation from time to time when company executives meet with investors to discuss our business strategies and long-term goals.

ITEM 9.01 Financial Statements and Exhibits

d)           EXHIBITS.

Exhibit Number	Description
10.01	Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY 2010)
99.1	Earnings Release – Fourth Quarter Ended February 27, 2009

SIGNATURES

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

	Steelcase Inc.
Date: March 31, 2009		/S/ MARK T. MOSSING
		Mark T. Mossing Corporate Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description
10.01	Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement (FY 2010)
99.1	Earnings Release – Fourth Quarter Ended February 27, 2009

EX-10.01

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

<<Letter Date>>

CONFIDENTIAL TO:  <<Name>>

In the meeting on <<Meeting Date>>, you were granted Performance Units under the Steelcase Inc. Incentive Compensation Plan (the “Plan”), subject to the terms and execution of this Award Agreement.

This Award Agreement provides additional information regarding your Award and your rights under the Plan. A copy of the Plan has already been provided to you.  If there is any inconsistency between this Award Agreement and the Plan, the Plan controls.  Capitalized terms used in this Award Agreement are defined in the Plan, unless defined herein.

Overview of Your Award

1. Type of Award:  Performance Units as authorized under Article 9 of the Plan.

2. Target Number of Performance Units under this Award, as may be increased from time to time pursuant to paragraph 9C below (the “Target Award”):  <<# of Performance Units>>

3. Award Date:  <<Award Date>>

4. Performance Measure:  Total Shareholder Return (“TSR”) during the three-year Performance Period, as outlined in Article 12 of the Plan.  For purposes of this Award, TSR shall be expressed as a compound annual growth rate.

5. Performance Period:  The Performance Period for this Award begins on the first day of the Company’s 2010 fiscal year and ends on the last day of the Company’s 2012 fiscal year.

6. Number of Performance Units Earned:

A. Total Number of Performance Units Earned

Except as may be provided in paragraph 7 below, after completion of the Performance Period, the total number of Performance Units will be earned and vested based entirely on Relative TSR as of the last day of the Performance Period (the “Total Award”).  For purposes of the Total Award, TSR shall be expressed as a compound annual growth rate and calculated as follows:

    TSR     = ( Ending Stock Price + Dividends Paid Beginning Stock Price ) (1/3)      -  1

“Beginning Stock Price” shall mean the average closing price as reported on the New York Stock Exchange (or such other principal exchange as the Company’s Class A Common Stock may be traded from time to time) of one (1) Share for the twenty (20) trading days immediately prior to the first day of the Performance Period.  “Ending Stock Price” shall mean the average closing price as reported on the New York Stock Exchange (or such other principal exchange as the Company’s Class A Common Stock may be traded from time to time) of one (1) Share for the last twenty (20) trading days of the Performance Period.  “Dividends Paid” shall include all dividends paid as described in paragraph 9 of this Award Agreement.

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To determine Relative TSR, a Peer Group of companies approved by the Committee will be used.  The Peer Group will be ranked from highest Total Shareholder Return expressed as a compound annual growth rate to lowest Total Shareholder Return expressed as a compound annual growth rate.  The total number of Performance Units earned and vested as of the last day of the Performance Period based upon Relative TSR shall then be determined by comparing the Company’s TSR expressed as a compound annual growth rate to the Peer Group and based upon the following chart.  Interpolation shall be used in the event the Company’s percentile rank does not fall directly on one of the ranks listed in the table below and in no event will the payout as a percent of the Target Award exceed 200%.

Relative TSR	Total Number of Performance Units as a Percent of Target Award
90th Percentile and above	200%
80th Percentile	175%
70th Percentile	150%
60th Percentile	125%
50th Percentile	100%
40th Percentile	75%
30th Percentile	50%

B. Minimum Number of Performance Units Earned

Notwithstanding paragraph 6A above, and except as may be provided in paragraphs 7 and 9C below, <<# = 25% of Target Award>> which is 25% of your Target Award, rounded down to the nearest whole Share (the “Floor Award”), will become earned and vested under this Agreement if you remain employed by the Company or an Affiliate through the last day of the Performance Period whether or not any of the performance criteria set forth in paragraph 6A above are met.

C. TSR Award

Any Performance Units in excess of the Floor Award shall be referred to as the “TSR Award”.

7. Death, Disability, Retirement Eligibility, Termination without Cause or Change in Control :

A. Death or Disability

If you die or become Disabled while an Employee after <<Award Date + 6 months>> during the Performance Period,

(i) your Floor Award will become immediately fully vested; and

(ii) in addition, your TSR Award will become immediately earned and vested in accordance with the following schedule:

· If you die or become Disabled after <<Award Date + 6 months>> through the last day of the Company’s 2010 fiscal year, an additional <<shares>> Performance Units will become earned and vested;

· If you die or become Disabled between the first day of the Company’s 2010 fiscal year and the last day of the Company’s 2011 fiscal year, an additional <<shares>> Performance Units will become earned and vested;

· If you die or become Disabled between the first day of the Company’s 2010 fiscal year and the last day of the Company’s 2012 fiscal year, an additional <<shares>>Performance Units will become earned and vested.

A “Disability” or “become Disabled” means that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, you are unable to engage in any substantial gainful activity or are receiving income replacement benefits under an accident and health plan covering employees of the Company for a period of not less than three months.

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B. Retirement Eligibility

In the event you become Retirement Eligible during the Performance Period,

(i) your Floor Award will become immediately fully vested and the Company will issue you corresponding Shares as soon as practicable following the last day of the Performance Period (and not when you become Retirement Eligible or on your date of Retirement), but in no event more than 90 days following the last day of the Performance Period; and

(ii) you will continue to be eligible to earn and vest your TSR Award in accordance with paragraph 6 of this Award Agreement.

“Retirement Eligible” means your age plus years of continuous service total 80 or more and “Retirement” means your employment is terminated following becoming Retirement Eligible.

C. Termination without Cause

If you are terminated without Cause by the Company or the Affiliate then employing you (a “Termination without Cause”) during the Performance Period,

(i) your Floor Award will become immediately fully vested; provided, that such termination of employment constitutes a “separation from service” under Section 409A of the Code; and

(ii) in addition, your TSR Award will be forfeited in its entirety.

The term “Cause” means (1) your willful and continued failure to perform substantially your duties with the Company or the Affiliate then employing you (other than any such failure resulting from incapacity due to physical or mental illness), or (2) your willful engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; provided, that for purposes of this definition, no act or failure to act, on your part, will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company or the Affiliate then employing you.

D. Change in Control

In the event of a Change in Control after <the Award Date+ 6 months> during the Performance Period,

(i) your Floor Award will become immediately fully vested; and

(ii) you will become immediately earned and vested in a pro-rata portion of your TSR Award based on the Total Award being equal to the Target Award and based upon the portion of the Performance Period which has elapsed prior to the Change in Control.

Notwithstanding anything to the contrary, if the Change in Control event does not constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, and if the Company determines your Floor Award constitutes deferred compensation subject to Section 409A of the Code, then the Company will issue you the Shares underlying your Floor Award as soon as practicable following the last day of the Performance Period (and not upon the Change in Control), but in no event more than 90 days following the last day of the Performance Period.

8. Payment

A. Floor Award

Except as may be provided in paragraphs 7B or 7D, your Floor Award will be paid to you in Shares as soon as administratively practicable, but in no event later than 90 days following the date of vesting.

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B. TSR Award

Your TSR Award, if any, will be paid to you in Shares, rounded down to the nearest whole Share, as soon as administratively practicable following the date of vesting, but in no event later than 2 ½ months following the end of the calendar year in which vesting occurs.

C. Maximum Payout

Notwithstanding any provision under this Award Agreement and in accordance with the terms of the Plan, your maximum aggregate payout (determined as of the last day of the Performance Period) in any one fiscal year will be equal to the value of two hundred fifty thousand (250,000) Shares.

9. Voting Rights and Dividend-Equivalents:

A. No Voting Rights

You are not the owner of record of the Shares underlying your Performance Units until the applicable Transfer Date (as defined in this paragraph) and accordingly, you will have no voting rights on such Shares.  In all cases, the date the Shares are issued to you with respect to your Floor Award or TSR Award is referred to as the “Transfer Date”.

B. Cash Dividend-Equivalents

You will receive a cash payment equal to any cash dividends that the Company declares and pays on its Shares with respect to the number of Shares underlying your Target Award.  The Company shall pay such cash dividend-equivalents at such time or times as it determines in its sole discretion; provided, the Company shall pay any cash dividend-equivalent within the calendar year in which the cash dividend is declared.

C. Stock Dividend-Equivalents

You will be entitled to be credited with dividend-equivalents in the form of Shares with respect to the number of Shares underlying your Target Award, calculated as follows: on each date that a stock dividend is paid by the Company while your Performance Units are outstanding, your Target Award will be increased with an additional number of Performance Units equal to the number of whole Shares that would have been issued with respect to your Target Award had the Performance Units been issued as Shares.  The additional Performance Units credited under this paragraph will be subject to the same terms and conditions applicable to your Performance Units originally granted under this Award Agreement, including, without limitation, for purposes of crediting additional dividend-equivalents.

10. Forfeiture of Awards:

All unearned Performance Units will be forfeited upon a termination of your employment during the Performance Period for any reason other than death, Disability, Retirement or a Termination without Cause.

Any Performance Units that do not vest as a result of the events under paragraphs 6 or 7 shall be forfeited immediately upon the occurrence of such event.

Pursuant to Article 15.4 of the Plan, if you engage in any Competition with the Company (as defined in the Plan and determined by the Administrative Committee in its discretion) you will immediately and permanently forfeit the right to receive payment from this Award, whether or not vested.  You must return to the Company any gain resulting from this Award at any time within the twelve-month period preceding the date you engaged in Competition with the Company.

11. Transfer:  Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

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12. Taxes:  You may be required to pay to the Company or an Affiliate and the Company and/or Affiliate shall have the right and are hereby authorized to withhold from any payment due or transfer made under this Award or from any compensation or other amount owing to you the amount (in cash, Shares, other securities or other property) of any applicable withholding taxes in respect of this Award or any payment or transfer under or with respect to this Award and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes.

13. Administration:This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee or its designee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which will be binding upon the Participant.

14. Required Approvals:This Award Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

15. Governing Law:  To the extent not preempted by federal law, this Award Agreement will be governed by, and construed in accordance with, the laws of the State of Michigan, USA.

16. Amendment:  This Award Agreement may be amended or modified by the Committee as long as the amendment or modification does not materially adversely affect your Award.  Notwithstanding anything to the contrary contained in the Plan or in this Award Agreement, to the extent that the Company determines that the Performance Units are subject to Section 409A of the Code and fail to comply with the requirements of Section 409A of the Code, the Company reserves the right to amend, restructure, terminate or replace the Performance Units in order to cause the Performance Units to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

17. Six-Month Delay of Payment:  To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement during the six-month period immediately following your “separation from service” (as defined under Section 409A of the Code) will instead be paid as soon as practicable following the first business day after the date that is six months following your separation from service (or death, if earlier), but in no event later than 30 days following such date.

By signing this Award Agreement, you hereby acknowledge:

(a) that the Plan is discretionary in nature and may be suspended or terminated at any time;

(b) that each grant of a Performance Unit is a one-time benefit which does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units;

(c) that all determinations with respect to future grants, if any, including, but not limited to, the times when the Performance Units will be granted, the number of Shares subject to each grant, and the time or times when each Share will vest, will be at the sole discretion of the Board of Directors;

(d) that your participation in the Plan does not create a right to further employment with your employer and will not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause;

(e) that your participation in the Plan is voluntary;

(f) that the value of the Performance Units is an extraordinary item of compensation which is outside the scope of your employment contract, if any;

(g) that the Performance Units are not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(h) that the right to the grant ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Award Agreement; and

(i) that the future value of the Performance Units is unknown and cannot be predicted with certainty.

By signing this Award Agreement, and as a condition of the grant of the Performance Units, you hereby consent to the collection, use and transfer of personal data as described below.  You understand that the Company and its subsidiaries hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all Performance Units or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”).

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You further understand that the Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and/or its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan (“Data Recipients”).  You understand that these Data Recipients may be located in your country of residence or elsewhere.

You hereby authorize the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf.

You understand that you may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company.  You further understand that withdrawing consent may affect your ability to participate in the Plan and/or may affect your Award.

If you have any questions regarding your Award or this Award Agreement, or would like a copy of the Plan, please contact John Hagenbush, Director, Compensation, at (616) 246-9532.

Sincerely,

A

James P. Hackett

President and CEO

Please acknowledge your agreement to participate in the Plan and this Award Agreement, and to abide by all of the governing terms and provisions, by signing the following representation.  Your signed representation must be returned by << 30 days after letter date>> to:

Compensation Department (CH-2E-04)                                                                                     

Attn: Steven Dobias

Steelcase Inc.

PO Box 1967

Grand Rapids, MI  49501-1967

Agreement to Participate

By signing a copy of this Award Agreement and returning it I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions that may limit my rights under this Award Agreement.

Date: ____________________________________________                                                                                                           

Participant: _______________________________________

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EX-99.1

Investor Contact:	Media Contact:
Raj Mehan	Jeanine Holquist
Investor Relations	Public Relations
(616) 698-4734	(616) 698-3765

Steelcase reports fourth quarter results

 - Results include significant non-cash impairment charges -

GRAND RAPIDS, Michigan-- (PRNewswire)--March 31, 2009--Steelcase Inc. (NYSE: SCS) today announced fourth quarter and fiscal year 2009 financial results. Fourth quarter revenue of $654.9 million represents a 27.3 percent decline compared to the prior year.  The company reported a net loss of $(65.7) million, or $(0.49) per share, for the quarter which included non-cash impairment charges that had the effect of increasing the net loss by approximately $(50) million.  In addition, the quarter included after-tax restructuring costs of approximately $(11) million.  Steelcase reported revenue of $901.2 million and net income of $30.6 million, or $0.22 per share, in the fourth quarter of the prior year.

Fourth quarter revenue of $654.9 million compares to $901.2 million in the prior year, which included approximately $(64) million from an extra shipping week due to the timing of the company’s fiscal year-end.  Revenue comparisons were also impacted by approximately $(32) million of unfavorable currency translation effects compared to the prior year and $(16) million from divestitures completed within the last twelve months.  After adjusting for these effects, revenue declined less than the reduction in order levels during the fourth quarter, resulting in a much lower ending backlog compared to the third quarter.

Cost of sales increased to 72.5 percent of sales in the quarter from 68.1 percent in the prior year, primarily due to lower absorption of fixed costs associated with the revenue decline.  Higher commodity costs of approximately $6 million and additional reductions in COLI cash surrender value of approximately $4 million also contributed to the increase but were partially offset by lower variable compensation expense in the quarter.

Operating expenses were $259.8 million or 39.7 percent of sales in the fourth quarter compared to $240.4 million or 26.7 percent of sales in the prior year.  Current quarter expenses include charges of $75.4 million for asset impairments and approximately $6 million of reductions in the cash surrender value of COLI.  The non-cash impairment charges primarily resulted from the company’s reduced market capitalization and the reconciliation of reporting unit valuations to the reduced enterprise value of the company.  Operating expense comparisons were also impacted by lower variable compensation expense in the current quarter, operating costs associated with the extra week in the prior year quarter and favorable impacts from currency translation and divestitures in the current year.

The operating loss of $(96.8) million in the fourth quarter included $(17.0) million of restructuring costs and $(75.4) million of non-cash impairment charges.  The company estimates that these charges, after related reductions in variable compensation expense, had the effect of decreasing operating income by approximately $87 million.

Income taxes for the quarter benefited from the reversal of tax reserves related to the favorable resolution of a multi-year audit in the U.S., substantially offset by the non-deductible nature of certain impairments and COLI losses.

Cash and short-term investments totaled $194 million and total debt approximated $256 million as of February 27, 2009.

“From an operational perspective, we incurred a small operating loss in connection with a 27 percent decline in revenues,” said David C. Sylvester, vice president and CFO.  “The balance of our reported results were driven by non-cash impairment charges, restructuring costs and additional reductions in the cash surrender value of COLI.”

Fiscal 2009 Results

For fiscal 2009, the company recorded $3.18 billion of revenue and a net loss of $(11.7) million, or $(0.09) per share, which compares to $3.42 billion of revenue and net income of $133.2 million, or $0.93 per share, in fiscal 2008.

Operating income for fiscal 2009 was $1.0 million compared to $202.8 million in fiscal 2008.  The reduction in operating income was primarily driven by lower volume, non-cash impairment charges, reductions in the cash surrender value of COLI, restructuring costs and commodity cost inflation, which outpaced pricing yield for most of the year.  These negative factors were offset in part by lower variable compensation expense and the initial benefits of recent restructuring activities.

“Fiscal 2009 was a year of tremendous volatility,” said James P. Hackett, president and CEO. “Uncertainty prevailed early in the year and in the second half, the full impact of the economic weakness affected industry demand.  Accordingly, we have continued to reduce our cost structure through a variety of actions in order to soften the impact and sustain our focus on longer-term growth initiatives.”

Outlook

The company expects first quarter fiscal 2010 revenue to be within a range of $525 to $575 million, compared to $816 million in the first quarter of fiscal 2009.     Recent order patterns have reflected modest seasonal improvements following accelerating declines throughout most of the fourth quarter.  The revenue estimate includes an estimate of approximately $(47) million of unfavorable currency translation effects and $(11) million from divestitures as compared to the prior year.

Steelcase expects to report a net loss for the first quarter of fiscal 2010 within a range of $(0.13) to $(0.23) per share, including approximately $(4) million of after-tax restructuring costs.  This compares to earnings per share in the first quarter of fiscal 2009 of $0.16 per share, which included $(4.7) million of after-tax restructuring costs.

Consistent with past practices, the company is not providing full year revenue or earnings guidance for fiscal 2010.  However, the company has been implementing previously announced restructuring and cost reduction actions and modeling various scenarios of revenue declines.  Assuming the completion of the restructuring activities over the next six to nine months, the company currently estimates that operating income (excluding restructuring costs) for the full fiscal year 2010 could be modestly positive even if volume declines within a range of 20 to 25 percent compared to fiscal 2009.

“During a period of high volatility and on-going uncertainty in the global economy, Steelcase employees are continuing to focus on winning new business, reducing our operating costs and delivering on the promise of our brands,” said James P. Hackett, president and CEO.  “We are also in a great position with a strong balance sheet and a strong liquidity profile.”

Business Segment Results

(in millions)

	(Unaudited)									(Unaudited)
	Three Months Ended									Twelve Months Ended
	February 27, 2009			February 29, 2008			% Change			February 27, 2009			February 29, 2008			% Change
Revenue
North America (1)	$	366.5		$	474.2			(22.7	%)	$	1,740.0		$	1,936.6			(10.2	%)
International (2)		180.2			278.3			(35.2	%)		922.2			893.8			3.2	%
Other (3)		108.2			148.7			(27.2	%)		521.5			590.4			(11.7	%)
Consolidated Revenue	$	654.9		$	901.2			(27.3	%)	$	3,183.7		$	3,420.8			(6.9	%)
Operating (Loss) Income
North America	$	(10.8	)	$	30.2					$	66.7		$	166.7
International		(3.7	)		17.8						41.0			57.0
Other		(73.5	)		4.4						(79.3	)		5.4
Corporate (4)		(8.8	)		(5.6	)					(27.4	)		(26.3	)
Consolidated Operating (Loss) Income	$	(96.8	)	$	46.8					$	1.0		$	202.8
Operating (Loss) Income Percent		(14.8	%)		5.2	%					0.0	%		5.9	%

Business Segment Footnotes --

(1) The North America segment consists of the Steelcase Group, Turnstone, Nurture by Steelcase and Financial Services (for fiscal 2009 only).

(2) The International segment includes all manufacturing and sales operations outside the U.S. and Canada.

(3) The Other category includes the Coalesse Group, PolyVision and IDEO subsidiaries (and Financial Services for fiscal 2008 only).

(4) Corporate expenses include the executive function and portions of shared services functions such as human resources, finance, legal, research and development and corporate facilities.

Steelcase Inc.
	(Unaudited)										(Unaudited)
	Three Months Ended										Twelve Months Ended
	February 27, 2009					February 29, 2008					February 27, 2009				February 29, 2008
Revenue	$	654.9		100.0	%	$	901.2		100.0	%	$	3,183.7	100.0	%	$	3,420.8		100.0	%
Cost of sales		474.9		72.5			614.3		68.1			2,211.6	69.5			2,295.3		67.1
Restructuring costs (benefits)		6.6		1.0			(0.3	)	-			23.9	0.7			(0.4	)	-
Gross profit		173.4		26.5			287.2		31.9			948.2	29.8			1,125.9		32.9
Operating expenses		259.8		39.7			240.4		26.7			933.2	29.3			923.1		27.0
Restructuring costs		10.4		1.6			-		-			14.0	0.5			-		-
Operating (loss) income	$	(96.8	)	(14.8	%)	$	46.8		5.2	%	$	1.0	0.0	%	$	202.8		5.9	%
Gross profit, as reported	$	173.4		26.5	%	$	287.2		31.9	%	$	948.2	29.8	%	$	1,125.9		32.9	%
Restructuring costs (benefits)		6.6		1.0			(0.3	)	-			23.9	0.7			(0.4	)	-
Gross profit, excluding
restructuring items	$	180.0		27.5	%	$	286.9		31.9	%	$	972.1	30.5	%	$	1,125.5		32.9	%
Operating (loss) income, as reported	$	(96.8	)	(14.8	%)	$	46.8		5.2	%	$	1.0	0.0	%	$	202.8		5.9	%
Restructuring costs (benefits)		17.0		2.6			(0.3	)	-			37.9	1.2			(0.4	)	-
Operating (loss) income, excluding
restructuring items	$	(79.8	)	(12.2	%)	$	46.5		5.2	%	$	38.9	1.2	%	$	202.4		5.9	%

North America
	(Unaudited)										(Unaudited)
	Three Months Ended										Twelve Months Ended
	February 27, 2009					February 29, 2008					February 27, 2009				February 29, 2008
Revenue	$	366.5		100.0	%	$	474.2		100.0	%	$	1,740.0	100.0	%	$	1,936.6	100.0	%
Cost of sales		269.6		73.6			329.8		69.6			1,234.9	71.0			1,324.6	68.4
Restructuring costs (benefits)		4.3		1.1			(1.2	)	(0.3	)		14.0	0.8			0.8	-
Gross profit		92.6		25.3			145.6		30.7			491.1	28.2			611.2	31.6
Operating expenses		96.5		26.3			115.4		24.3			416.0	23.9			444.5	23.0
Restructuring costs		6.9		1.9			-		-			8.4	0.5			-	-
Operating (loss) income	$	(10.8	)	(2.9	%)	$	30.2		6.4	%	$	66.7	3.8	%	$	166.7	8.6	%
Gross profit, as reported	$	92.6		25.3	%	$	145.6		30.7	%	$	491.1	28.2	%	$	611.2	31.6	%
Restructuring costs (benefits)		4.3		1.1			(1.2	)	(0.3	)		14.0	0.8			0.8	-
Gross profit, excluding
restructuring items	$	96.9		26.4	%	$	144.4		30.4	%	$	505.1	29.0	%	$	612.0	31.6	%
Operating (loss) income, as reported	$	(10.8	)	(2.9	%)	$	30.2		6.4	%	$	66.7	3.8	%	$	166.7	8.6	%
Restructuring costs (benefits)		11.2		3.0			(1.2	)	(0.3	)		22.4	1.3			0.8	-
Operating income, excluding
restructuring items	$	0.4		0.1	%	$	29.0		6.1	%	$	89.1	5.1	%	$	167.5	8.6	%

International
	(Unaudited)									(Unaudited)
	Three Months Ended									Twelve Months Ended
	February 27, 2009					February 29, 2008				February 27, 2009				February 29, 2008
Revenue	$	180.2		100.0	%	$	278.3	100.0	%	$	922.2	100.0	%	$	893.8		100.0	%
Cost of sales		128.0		71.0			190.2	68.3			628.2	68.2			597.1		66.8
Restructuring costs (benefits)		0.7		0.4			-	-			0.3	-			(2.0	)	(0.2	)
Gross profit		51.5		28.6			88.1	31.7			293.7	31.8			298.7		33.4
Operating expenses		54.4		30.2			70.3	25.3			251.0	27.2			241.7		27.0
Restructuring costs		0.8		0.5			-	-			1.7	0.2			-		-
Operating (loss) income	$	(3.7	)	(2.1	%)	$	17.8	6.4	%	$	41.0	4.4	%	$	57.0		6.4	%
Gross profit, as reported	$	51.5		28.6	%	$	88.1	31.7	%	$	293.7	31.8	%	$	298.7		33.4	%
Restructuring costs (benefits)		0.7		0.4			-	-			0.3	-			(2.0	)	(0.2	)
Gross profit, excluding
restructuring items	$	52.2		29.0	%	$	88.1	31.7	%	$	294.0	31.8	%	$	296.7		33.2	%
Operating (loss) income, as reported	$	(3.7	)	(2.1	%)	$	17.8	6.4	%	$	41.0	4.4	%	$	57.0		6.4	%
Restructuring costs (benefits)		1.5		0.9			-	-			2.0	0.2			(2.0	)	(0.2	)
Operating (loss) income, excluding
restructuring items	$	(2.2	)	(1.2	%)	$	17.8	6.4	%	$	43.0	4.6	%	$	55.0		6.2	%

Other
	(Unaudited)									(Unaudited)
	Three Months Ended									Twelve Months Ended
	February 27, 2009					February 29, 2008				February 27, 2009					February 29, 2008
Revenue	$	108.2		100.0	%	$	148.7	100.0	%	$	521.5		100.0	%	$	590.4	100.0	%
Cost of sales		77.3		71.4			94.3	63.4			348.5		66.8			373.6	63.3
Restructuring costs		1.6		1.5			0.9	0.6			9.6		1.9			0.8	0.1
Gross profit		29.3		27.1			53.5	36.0			163.4		31.3			216.0	36.6
Operating expenses		100.1		92.5			49.1	33.0			238.8		45.8			210.6	35.7
Restructuring costs		2.7		2.5			-	-			3.9		0.7			-	-
Operating (loss) income	$	(73.5	)	(67.9	%)	$	4.4	3.0	%	$	(79.3	)	(15.2	%)	$	5.4	0.9	%
Gross profit, as reported	$	29.3		27.1	%	$	53.5	36.0	%	$	163.4		31.3	%	$	216.0	36.6	%
Restructuring costs		1.6		1.5			0.9	0.6			9.6		1.9			0.8	0.1
Gross profit, excluding
restructuring items	$	30.9		28.6	%	$	54.4	36.6	%	$	173.0		33.2	%	$	216.8	36.7	%
Operating (loss) income, as reported	$	(73.5	)	(67.9	%)	$	4.4	3.0	%	$	(79.3	)	(15.2	%)	$	5.4	0.9	%
Restructuring costs		4.3		4.0			0.9	0.6			13.5		2.6			0.8	0.1
Operating (loss) income, excluding
restructuring items	$	(69.2	)	(63.9	%)	$	5.3	3.6	%	$	(65.8	)	(12.6	%)	$	6.2	1.0	%

	(Unaudited)				(Unaudited)
	Three Months Ended				Twelve Months Ended
Corporate	February 27, 2009		February 29, 2008		February 27, 2009		February 29, 2008
Operating expenses	$	8.8		5.6	$	27.4		26.3

Webcast

Steelcase will discuss fourth quarter and fiscal year 2009 results and business outlook on a conference call and webcast at 11:00 a.m. EDT today. Links to the webcast are available at ir.steelcase.com. Related presentation slides will be available on the company’s website shortly after the press release is issued.

Non-GAAP Financial Measures

This earnings release contains certain non-GAAP financial measures.  A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets or statements of cash flow of the company.  Pursuant to the requirements of Regulation G, the company has provided a reconciliation above of non-GAAP financial measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures used within the company’s earnings release are: fourth quarter and fiscal year gross profit, excluding restructuring items for the current and prior year in dollars and as a percent of revenue; and fourth quarter and fiscal year operating (loss) income, excluding restructuring items for the current and prior year in dollars and as a percent of revenue, on a consolidated basis and for each business segment.  These measures are presented because management uses this information to monitor and evaluate financial results and trends.  Therefore, management believes this information is also useful for investors.

Forward-looking Statements

From time to time, in written and oral statements, the company discusses its expectations regarding future events and its plans and objectives for future operations. These forward-looking statements generally are accompanied by words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "possible," "potential," "predict," "project," or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary from the company’s expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events; changes in the legal and regulatory environment; restructuring activities; currency fluctuations; changes in customer demands; and the other risks and contingencies detailed in the company’s most recent Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission. Steelcase undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

About Steelcase Inc.

Steelcase provides furniture, services and insights to help people have a better work experience, and to help companies and organizations create inspiring spaces with a maximum impact on performance and a minimum impact on the environment. A Michigan-based company that has been serving customers for nearly a century, Steelcase leads the global office furniture industry with $3.2 billion in revenue for fiscal 2009. Learn more at www.steelcase.com.

STEELCASE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in millions, except per share data)

	Three Months Ended						Twelve Months Ended
	February 27,			February 29,			February 27,			February 29,
	2009			2008			2009			2008
Revenue	$	654.9		$	901.2		$	3,183.7		$	3,420.8
Cost of sales		474.9			614.3			2,211.6			2,295.3
Restructuring costs (benefits)		6.6			(0.3	)		23.9			(0.4	)
Gross profit		173.4			287.2			948.2			1,125.9
Operating expenses		259.8			240.4			933.2			923.1
Restructuring costs		10.4			-			14.0			-
Operating (loss) income		(96.8	)		46.8			1.0			202.8
Interest expense		(4.2	)		(4.4	)		(17.0	)		(16.9	)
Other income, net		2.9			3.9			7.2			25.5
(Loss) income before income taxes		(98.1	)		46.3			(8.8	)		211.4
Income tax (benefit) expense		(32.4	)		15.7			2.9			78.2
Net (loss) income	$	(65.7	)	$	30.6		$	(11.7	)	$	133.2
Basic and diluted per share data:
Basic earnings per share	$	(0.49	)	$	0.22		$	(0.09	)	$	0.93
Diluted earnings per share	$	(0.49	)	$	0.22		$	(0.09	)	$	0.93
Dividends declared and paid per common share	$	0.08		$	1.90		$	0.53		$	2.35
Weighted average shares outstanding - basic		133.5			140.1			134.5			142.5
Weighted average shares outstanding - diluted		133.6			140.9			134.8			143.6

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

	(Unaudited)
	February 27,			February 29,
ASSETS	2009			2008
Current assets:
Cash and cash equivalents	$	117.6		$	213.9
Short-term investments		76.0			50.1
Accounts receivable, net		280.3			397.0
Inventories		129.9			146.7
Other current assets		147.6			127.0
Total current assets		751.4			934.7
Property and equipment, net		433.3			478.4
Company-owned life insurance		171.6			210.6
Goodwill and other intangible assets, net		210.7			301.0
Other assets		181.6			199.7
Total assets	$	1,748.6		$	2,124.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	174.6		$	246.9
Short-term borrowings and current portion of long-term debt		4.9			8.2
Accrued expenses:
Employee compensation		141.8			181.3
Employee benefit plan obligations		38.0			39.0
Other		160.3			207.6
Total current liabilities		519.6			683.0
Long-term liabilities:
Long-term debt less current maturities		250.8			250.5
Employee benefit plan obligations		163.4			183.4
Other long-term liabilities		82.0			96.6
Total long-term liabilities		496.2			530.5
Total liabilities		1,015.8			1,213.5
Shareholders’ equity:
Common stock		58.6			114.7
Additional paid in capital		5.9			5.0
Accumulated other comprehensive (loss) income		(22.5	)		17.4
Retained earnings		690.8			773.8
Total shareholders’ equity		732.8			910.9
Total liabilities and shareholders’ equity	$	1,748.6		$	2,124.4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(in millions)

	Twelve Months Ended
	February 27,			February 29,
	2009			2008
OPERATING ACTIVITIES
Net (loss) income	$	(11.7	)	$	133.2
Depreciation and amortization		87.3			92.4
Impairment charges		75.4			21.1
Changes in operating assets and liabilities		(57.7	)		(7.6	)
Other, net		10.4			10.6
Net cash provided by operating activities		103.7			249.7
INVESTING ACTIVITIES
Capital expenditures		(83.0	)		(79.6	)
Changes in investments, net		(15.2	)		(42.2	)
Proceeds from the disposal of fixed assets		4.9			27.5
Other, net		32.2			3.0
Net cash used in investing activities		(61.1	)		(91.3	)
FINANCING ACTIVITIES
Dividends paid		(71.3	)		(333.7	)
Common stock repurchases		(59.2	)		(165.3	)
Common stock issuances		0.5			11.5
Other, net		(1.7	)		3.1
Net cash used in financing activities		(131.7	)		(484.4	)
Effect of exchange rate changes on cash and cash equivalents		(7.2	)		12.7
Net decrease in cash and cash equivalents		(96.3	)		(313.3	)
Cash and cash equivalents, beginning of period		213.9			527.2
Cash and cash equivalents, end of period	$	117.6		$	213.9