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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 16, 2005
Commission File Number 1-13873
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STEELCASE INC.
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)
(616) 247-2710
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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.):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CRF 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. Results of Operations and Financial Condition
Steelcase Inc. ("the Company") reported its third quarter fiscal 2006 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, December 16, 2005, at
11:00 a.m. EST through the link at www.steelcase.com. The presentation slides
will be available at www.steelcase.com shortly before and during the webcast. A
replay of the webcast, including presentation slides, can also be accessed
through the Company's website through January 16, 2006.
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:
o Third quarter and nine months year-to-date gross margin, excluding
restructuring costs for the current and prior year in dollars and as a
percentage of revenue
o Third quarter and nine months year-to-date operating income, excluding
restructuring costs for the current and prior year in dollars and as a
percentage 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.
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Earnings Release - Third Quarter Ended November 25, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STEELCASE INC.
Date: December 16, 2005
/s/ JAMES P. KEANE
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James P. Keane
Senior Vice President
and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)