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
Date of Report (Date of earliest event reported): September 19, 2012
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STEELCASE INC.
(Exact name of registrant as specified in its charter)
| Michigan | 1-13873 | 38-0819050 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS employer identification number) |
| 901 44th Street SE | ||
| Grand Rapids, Michigan | 49508 | |
| (Address or principal executive offices) | (Zip code) | |
| Registrant's telephone number, including area code: (616) 247-2710 | ||
| None | ||
| (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):
[ ] 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))
Item 2.02 Results of Operations and Financial Condition.
The Company reported its second quarter fiscal year 2013 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 on September 20, 2012, at 11:00 a.m. EDT through the link at ir.steelcase.com. Presentation slides are available at ir.steelcase.com. A replay of the webcast, including presentation slides, can also be accessed through the Company's website.
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 operations, 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:
| ▪ | Organic revenue growth (decline), which represents the change in revenue excluding currency translation effects and the impacts of acquisitions and divestitures. |
| ▪ | Adjusted operating income (loss), which represents operating income (loss), excluding restructuring costs. |
| ▪ | Adjusted earnings per share, which represents earnings per share, excluding restructuring costs, net of tax. |
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 Item 2.02 and Item 7.01 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 Arrangement of Certain Officers.
(d) On September 19, 2012, the Board of Directors of Steelcase Inc. elected Mr. Lawrence J. Blanford to serve as a member of the Board of Directors with a term expiring in 2013. Mr. Blanford was also named as a member of the Audit Committee.
Item 7.01 Regulation FD Disclosure.
The Company has updated its investor presentation and will make it available on the Company's website at ir.steelcase.com. The Company uses this presentation from time to time when company executives interact with investors and analysts to discuss our business strategies and long-term goals.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS.
Exhibit Number | Description |
| 99.1 | Earnings Release - Second Quarter Ended August 24, 2012 |
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, thereunto duly authorized.
| STEELCASE INC. | |
| By: | /s/ Mark T. Mossing |
| Mark T. Mossing Corporate Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | |
Date: September 19, 2012
EXHIBIT INDEX
Exhibit Number | Description |
| 99.1 | Earnings Release - Second Quarter Ended August 24, 2012 |