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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

For the fiscal year ended February 28, 2003

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to 12(g) of the Act: None

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not Contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or Information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

     As of May 1, 2003, the registrant had outstanding 43,181,532 shares of Class A Common Stock and 104,431,465 shares of Class B Common Stock. The aggregate market value of the Class A Common Stock held by non-affiliates of the registrant was $553,217,071 computed by reference to the closing price of the Class A Common Stock on August 23, 2002 as reported by the New York Stock Exchange. Although there is no quoted market for registrant’s Class B Common Stock, shares of Class B Common Stock may be converted at any time into an equal number of shares of Class A Common Stock. Using the closing price of the Class A Common Stock on August 23, 2002, as reported by the New York Stock Exchange as the basis of computation, the aggregate market value of the Class B Common Stock held by non-affiliates was $1,066,021,052.

     Portions of the registrant’s definitive proxy statement for its 2003 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

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Item 1.     Business:

      The following business overview is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this Annual Report on Form 10-K (“Report”). As used in this Report, unless otherwise expressly stated or the context otherwise requires, all references to “Steelcase,” “we,” “our,” “the Company” and similar references are to Steelcase Inc. and its consolidated subsidiaries. Unless the context otherwise indicates, reference to a year relates to a fiscal year, ended in February of the year indicated, rather than a calendar year. Additionally, references to quarters are as follows: Q1 2003 references the first quarter of fiscal 2003.

OVERVIEW

      Steelcase is a Fortune 500 company and the world’s leading designer and manufacturer of office furniture, with 2003 revenue of approximately $2.6 billion. Founded in 1912, we are a global company headquartered in Grand Rapids, Michigan. We employ approximately 16,000 employees, have manufacturing facilities in over 50 locations and distribute products through a network of independent dealers in more than 900 locations around the world.

      Our mission is about transforming the ways people work by:

	•	helping people work more effectively
	•	helping customers use their facilities more flexibly
	•	helping companies use space to attract, retain and inspire workers

      We fulfill our mission by implementing our strategy, which is built around two central ideas:

	•	become a work effectiveness company
	•	achieve enterprise perfection

      Becoming a work effectiveness company starts with understanding current and emerging patterns of user behavior. We identify these patterns by observing individuals, groups and teams working in their offices through our own research and development efforts, third party human factor research and by collaborating with research partners doing similar work. We use the insights from our research to identify unmet needs, new market opportunities and to develop new user-centered products, solutions and services. For example, several years ago we observed group and team spaces becoming more important. This led to a product offering beyond furniture to include interior architecture and technology products, which can be used to create effective group and teamwork environments. The insights from our research are also used to help customers, architects and designers conceive new and better kinds of office environments, which reflect emerging patterns of work. Because we are helping define these new work environments, we believe we are well positioned to provide the products our customers need to help their employees work more effectively.

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      Operational excellence has long been an important part of our heritage. Our products are known for their innovation, quality and value. We take pride in our on-time delivery record and our global network of independent dealers who provide reliable service to our customers. We have set our sights even higher than simply operational excellence and now use the term “enterprise perfection”, which means achieving the right level of cost, quality and speed throughout manufacturing and distribution and across our supply chain and office operations. In the 2003 Contract Magazine subscriber survey, interior designers, architects, and furniture dealers were asked to name the top manufacturers they considered when purchasing or recommending products in a variety of categories. The manufacturers were judged on the aesthetics, dependability, value, and customer service associated with their product lines for each category. Steelcase was rated the top brand in the categories of casegoods (desks and office suites), computer support furniture, conference tables, desks and credenzas, furniture systems, filing and storage and guest/ occasional seating. We also ranked among the top three manufacturers in the ergonomic seating, accessories, moveable walls and training tables categories.

      In addition to the two central ideas described above, our strategy includes:

	•	our core values
	•	our financial goals

      Our core values reflect the principles of our founders and are at the heart of what guides our business today. At Steelcase, we:

	•	Act with integrity
	•	Tell the truth
	•	Keep commitments
	•	Treat people with dignity and respect
	•	Promote positive relationships
	•	Protect the environment
	•	Excel

      We believe we will achieve our financial goals by implementing our central ideas and living our core values. To reinforce our financial goals, our management team and most of the employees of Steelcase receive a bonus based on economic value added (“EVA”) performance.

NARRATIVE DESCRIPTION OF BUSINESS

Our Products

      We are a global work effectiveness company. We focus on providing knowledge, products and services that enable our customers to create work environments that help people in offices work more effectively. Because of this focus, we have an evolving portfolio of architecture, furniture and technology products and solutions.

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      We have a broad offering of products with a variety of aesthetic options and performance features, and at various price points that address the three core elements of an office environment: architecture, furniture and technology. Our North America, Steelcase Design Partnership and International segments, as well as PolyVision (included in our Other category), generally offer similar products under some or all of the categories listed below:

      Panel-based and freestanding furniture systems. Moveable and reconfigurable furniture components used to create individual workstations and complete work environments. Systems furniture provides visual and acoustical privacy; accommodates power and data cabling; and supports technology and other worktools.

      Storage. Lateral and vertical files, cabinets, bins and shelves, carts, file pedestals, and towers.

      Seating. High-performance, ergonomic, executive, guest, lounge, team, health care, stackable and general use chairs.

      Tables. Meeting, personal, learning and café tables.

      Textiles and surface materials. Seating upholstery, panel fabric and wall coverings.

      Desks and Suites. Wood and non-wood desks, credenzas and casegoods.

      Worktools. Computer support, technology management, organizers, information management products and portable whiteboards.

      Interior architecture. Full and partial height walls with fabric; whiteboard surface materials; raised floors; doors and modular post and beam products.

      Lighting. Task, ambient and accent lighting with energy efficient and user control features.

      Infrastructure. Infrastructure products, such as modular communications, data and power cabling.

      Appliances. Group communication tools, such as interactive whiteboards, image capturing devices and web based interactive signs and space scheduling systems.

Business Segments

      During Q3 2003, we changed our external segment reporting to provide a more detailed view of our business, and restated our quarterly segment data at that time. We went from three segments, North America, International and Financial Services, with a separate column for corporate eliminations, to four segments plus an “Other” category. See a description of these segments below. Additional information about our reportable

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      Our North America segment consists of manufacturing and sales operations in the United States and Canada. This segment includes 16 manufacturing locations, represents approximately 8,500 employees and serves customers through a network of over 350 independent dealer locations. Our offerings in North America include architecture, furniture and technology products, as described above, under the Steelcase and Turnstone brands. For example, Pathways is an evolving portfolio of integrated architecture, furniture and technology products that enable customers to create flexible, user-centered work environments. In 2003, the North America segment accounted for $1,497.9 million, or 57.9% of our total revenue. We have led the North America market in revenue since 1974.

      The Steelcase Design Partnership (“SDP”) includes: Brayton International, The Designtex Group, Office Details Inc., Metropolitan Furniture Corporation and Vecta and their brands. These companies operate autonomously, and report to the president of the SDP. 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. The SDP segment has approximately 1,300 employees and an independent dealer network made up of many of the same dealers as the North America segment. In 2003, SDP accounted for $291.2 million, or 11.3% of our total revenue.

      Our International segment includes all sales and manufacturing operations of the Steelcase and Werndl brands outside the United States and Canada. It develops and manufactures most of the products it sells. The International segment includes 17 manufacturing facilities located in 11 countries, approximately 4,000 employees and a network of approximately 550 independent dealer locations. In 2003, our International segment accounted for $485.9 million, or 18.8% of our total revenue. We hold the market leadership position in Europe and leading positions in several individual countries.

      Our Financial Services segment provides leasing services to customers primarily in North America and, more recently, in Europe to facilitate the purchase of our products. This segment also provides selected financing services to our dealers. In 2003, the Financial Services segment accounted for $32.3 million, or 1.2% of our total revenue.

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      Starting in 2004, we will continue to originate leases for customers and will earn an origination fee for that service, but a third party will provide lease funding. As a result, we will no longer have credit or residual risk related to those leases.

      In the future, Financial Services will no longer be reported as a separate segment since its results and asset base are below the threshold requirements. Instead, Financial Services will be included with the “Other” category.

      The Other category includes PolyVision, IDEO and Attwood subsidiaries, ventures and unallocated corporate expenses. PolyVision designs and manufactures visual communications products, such as static and electronic whiteboards. IDEO is a design and innovation services subsidiary. Attwood manufactures hardware and accessories for the marine industry. In 2003, the Other category accounted for $279.6 million or 10.8% of our total revenue.

New Product and Industry Segment Information

      During the past 12 months, we have not announced any new industry segments or products that would require the investment of a material amount of the Company’s assets, or which would otherwise result in a material cost.

Raw Materials and Suppliers

      The Company’s manufacturing materials are available from a significant number of sources within the United States, Canada, Europe and Asia. Through collaboration, our goal is for both our suppliers and Steelcase to prosper by continuously improving our products and manufacturing processes. To date, we have not experienced difficulties obtaining raw materials, which include steel, lumber, paper, paint, plastics, laminates, particleboard, veneers, glass, fabrics, leathers and upholstery filling material. These raw materials are not unique to the industry nor are they rare.

Product Research, Design and Development

      Our product development process begins with research aimed at identifying emerging patterns of user behavior in the workplace and changes in the ways people work. Our research methods include on-site observation of people working in their offices, human factor studies, and often include collaboration with universities and other companies. Our research activity is a corporate function and occurs primarily in North America and Europe.

      Understanding patterns of work enables us to identify and anticipate user needs. Our design teams develop prototypical solutions to address these needs. These solutions are sometimes single products and/or enhancements to existing products, and are sometimes integrated architecture, furniture and technology solutions. Design work is organizationally distributed across our major businesses and can involve outside design

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      Our marketing team evaluates product concepts using several criteria, including financial return metrics, and chooses which products will be developed and launched. Next, designers work closely with our engineers and outside suppliers to co-develop products and processes that lead to more efficient manufacturing without compromising key user benefits. Products are tested for performance, quality and compliance with regulations.

      Exclusive of royalty payments, we have invested approximately $179 million in research, design and development activities over the past three years. Royalties are sometimes paid to outside designers of our products as the products are sold and are not included in the research, design and development costs since they are variable based on product sales.

Manufacturing

      We manufacture our products in more than 50 locations throughout the world, with facilities predominantly in North America and Europe. Substantially all of our manufacturing facilities “assemble to order” rather than to “forecast,” which minimizes finished goods inventory levels and emphasizes continuous improvement and delivery time to customers. We have an extensive physical distribution system in North America and Europe and utilize both our company-owned trucking fleet and commercial transport and delivery services.

      We are implementing lean manufacturing principles in many of our plants. Lean manufacturing involves smaller batch sizes, cellular or team-based manufacturing, flow and pull methods of managing work in process, and other world-class production techniques. We are also implementing enhanced planning and scheduling systems to help coordinate production of a given order across multiple plants and multiple delivery times. We explore opportunities to outsource certain manufacturing processes when suppliers can offer additional efficiencies or other performance benefits. These strategies along with other initiatives are helping us create the new “Steelcase Production System.” As we continue with implementation, we expect to improve our productivity, increase the effective capacity of each plant, improve inventory turns, and create a less capital-intensive industrial model. For example, during 2003 reduced sales volume and implementation of lean manufacturing principles led to excess capacity. We consolidated plants and distribution centers, moved into smaller and more efficient facilities with better product flow (including the closing or relocation of 3 plants in the United States, representing approximately 2.2 million square feet of space). We will continue to examine opportunities to consolidate manufacturing and distribution operations and dispose of assets that represent excess capacity.

Working Capital

      Our receivables are primarily from our dealers. Payment terms vary by country and region. The terms of our North America and SDP segments, and certain markets within the International segment, encourage prompt payment. Other International markets have, by market convention, longer payment terms. We are not aware of any special practices or conditions related to working capital items that are significant to understanding our business or the industry at large.

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Backlog

      Our products are generally manufactured and shipped within a few weeks following receipt of order, and therefore, we do not view the amount of backlog at any particular time as a meaningful indicator of longer-term shipments.

Intellectual Property

      Our wholly owned subsidiary, Steelcase Development Corporation, acquires, manages, licenses, and enforces our intellectual property rights.

      We own approximately 1,400 designs and patents throughout the world. Of these, we have over 650 active utility and design patents for current and anticipated products in the United States. We own the remaining designs and patents in a number of other countries. The average remaining life of the utility patents in our United States portfolio is approximately 13 years. We occasionally enter into license agreements under which we pay a royalty to third parties for the use of patented products, designs or process technology.

      We have also registered various trademarks and service marks in the United States and other countries. Collectively, we hold registrations for approximately 150 United States and 1,330 foreign trademarks. We have established a global network of intellectual property licenses with our affiliates. We also selectively license our intellectual property to third parties as a revenue source. For example, our Leap® seating technology has been licensed for use in automotive seating, and we are pursuing other licensing for this technology.

      We do not believe that any material part of our business is dependent on the continued availability of any one or all of our patents or trademarks, or that our business would be materially adversely affected by the loss of any, except the “Brayton”, “Designtex”, “Details”, “Leap”, “Metro”, “Pathways”, “PolyVision”, “Steelcase”, “Vecta” and “Werndl” trademarks.

Distribution and Customer Base

      We primarily sell our products through a network of independent dealers. Each dealership has its own sales force, supported by our sales representatives, who work closely with dealers throughout the sales process. We have historically experienced minimal turnover in our dealer network. No single dealer accounted for more than 2.7% of our consolidated revenue for 2003. The five largest dealers collectively accounted for approximately 11.4% of our consolidated revenue. We do not believe our business is dependent on any single dealer, the loss of which would have a material effect upon our business. However, temporary disruption of dealer coverage within a specific local market due to financial failure or the inability to smoothly transition ownership could temporarily have an adverse impact on our business within the affected market. See Notes 7 and 16 to the consolidated financial statements for further discussion.

      Our largest customer accounted for approximately 0.9% of our consolidated revenue and our five largest customers accounted for approximately 4.0% of consolidated revenue. However, the percentages referenced in the previous sentence do not include revenue from, various government agencies and other entities purchasing under the General Services Administration (“GSA”) contract, which in the aggregate accounted for

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      Historically, our business experiences slight seasonality with the second and third quarter revenue levels higher than first and fourth quarter revenue levels. This seasonal trend was not as evident during the office furniture industry recession of the past two years.

Competition

      The United States and Canadian office furniture markets are highly competitive, with a number of competitors offering similar product categories. We have held the position as the revenue leader in our industry for over 25 years. In this market, companies compete on price, delivery and service, product design and features, product quality, strength of dealers and other distributors, and relationships with customers. Our most significant competitors are Haworth, Inc., Herman Miller, Inc., Hon Industries Inc., and Knoll, Inc. Together with Steelcase, these companies represent approximately 55% of the market share of the United States office furniture market.

      The international office furniture market is highly competitive and fragmented. We compete with many different local or regional manufacturers in many different markets. In most cases, these competitors focus their strengths on selected product categories. We also compete with certain North American based competitors. No single company competes with us in all markets.

Environmental Matters

      We are subject to a variety of federal, state, local and foreign laws and regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment (“Environmental Laws”). Subject to the matters noted below and under Item 3, Legal Proceedings, we believe our operations are in substantial compliance with all Environmental Laws. Additionally, we do not believe that existing Environmental Laws and regulations have had or will have any material effects upon the capital expenditures, earnings or competitive position of the Company.

      On June 18 and 19, 2002, the United States Environmental Protection Act (“EPA”) and Michigan Department of Environmental Quality (“MDEQ”) conducted an inspection of the energy centers and certain other air emission sources at the Steelcase facilities in Kentwood and Grand Rapids, Michigan. Following the inspection, the EPA requested stack testing of emissions from the two energy centers. Those tests were conducted in January and February 2003. Based on the results of those tests, MDEQ requested additional stack testing at the Grand Rapids energy center, which was completed during the week of April 28, 2003. MDEQ requested the additional testing to confirm compliance with air emission permit requirements because of

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      Steelcase’s Metropolitan Furniture subsidiary located in Oakland, CA recently identified an air permit emission exceedence and reported it to the Bay Area Air Quality Management District (“BAAQMD”). We have not yet received a response from the BAAQMD. It is possible that it will issue a notice of violation and that penalties or other costs could be associated with that notice. Any potential penalties or costs cannot be estimated at this time.

      Under certain Environmental Laws, Steelcase could be held liable, without regard to fault, for the costs of remediation associated with our existing or historical operations. We could also be held responsible for third-party property and personal injury claims or for violations of Environmental Laws relating to contamination. Steelcase is a party to, or otherwise involved in, legal proceedings relating to several contaminated properties being investigated and remediated under Environmental Laws. Based on our information regarding the nature and volume of wastes allegedly disposed or released at these properties, the number of other financially viable potentially responsible parties and the total estimated cleanup costs, we do not believe that the costs to us associated with these properties will be material, either individually or in the aggregate. The Company has established reserves we believe are adequate to cover our anticipated remediation costs at these sites. However, certain events could occur that would cause actual costs or losses to vary from the established reserves. These events include, but are not limited to: a change in governmental regulations and/or cleanup standards or requirements; undiscovered information regarding the nature and volume of wastes allegedly disposed of or released at these properties; and other factors increasing the cost of remediation or the loss of other potentially responsible parties that are financially capable of contributing towards cleanup costs.

Employees

      As of February 28, 2003, Steelcase employed more than 16,000 employees, including approximately 9,300 hourly, 6,000 salaried and 650 temporary employees. About 11,900 employees are located in the United States, Canada and Mexico, approximately 5.0% of which are covered by collective bargaining agreements in the United States.

Available Information

      Information regarding our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports, will be made available, free of charge, at our Internet website at www.steelcase.com, as soon as reasonably practicable after we electronically file such reports with or furnish them to the Securities and Exchange Commission. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Report.

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Item 2.     Properties:

      The Company, including joint ventures, has operations at locations throughout the United States and around the world, including manufacturing facilities in Belgium, Brazil, Canada, Denmark, France, Germany, Italy, Japan, Malaysia, Mexico, Morocco, Portugal, Saudi Arabia, Spain and the United Kingdom. Our office, showroom, manufacturing and distribution facilities total approximately 25 million square feet, of which approximately 5.5 million square feet are leased. We believe our facilities are in good operating condition and sufficient to meet current volume needs and future volume increases. Due to restructuring and plant rationalizations over the past several years, we are currently holding for sale several facilities that are no longer in use. These facilities are reported as Real Estate Held for Sale on our Consolidated Balance Sheets. Our principal office, manufacturing and distribution facilities (300,000 square feet or larger) are listed below:

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Item 3.     Legal Proceedings:

      We are involved in litigation from time to time in the ordinary course of our business. Based on known information, we believe we are not a party to any lawsuit or proceeding that is likely to have a material adverse effect on the Company.

      Notwithstanding the above, in addition to the energy center issues noted under Environmental Matters, an additional issue was identified during the February stack tests at the Grand Rapids energy center, when the diameter of the exhaust stack was questioned. The interior diameter of the stack was measured on April 10, 2003 and was found to be wider than the diameter specified in the permit. In 1984, the stack height was increased when another boiler was added to the energy center. At that time, a larger diameter-reducing cone replaced the existing cone. On April 24, 2003, MDEQ issued a letter of violation based on the non-compliant stack diameter. Steelcase is conducting emission modeling work to determine whether the difference in stack diameter has any effect on compliance with permit emission limits. No penalties, costs or assessments have been sought and cannot be estimated at this time. The modeling may show that the larger diameter-reducing cone does not effect emissions, however, penalties and other costs still could result from the notice of violation regardless of the emission modeling results.

      For a description of other matters relating to our compliance with applicable environmental laws, rules and regulations, see Environmental Matters in Item 1 of this Report.

Item 4.     Submission of Matters to a Vote of Security Holders:

      None.

Item 4(a).     Executive Officers of the Registrant:

      Mark A. Baker has been Senior Vice President, Operations since November 2001. Mr. Baker served as Vice President, Manufacturing Operations from March to November 2001. From 1999 to 2001, Mr. Baker served as Vice President, Marketing. From 1998 to 1999 Mr. Baker served as Vice President and General Manager, Turnstone. From 1995 to 1998, Mr. Baker served as Vice President, Product Marketing.

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      Robert W. Black has been President, International since October 2000. Mr. Black was Senior Vice President, Steelcase International from 1999 to 2000. From 1998 to 1999, Mr. Black served as Vice President, European Ventures. From 1996 to 1998, Mr. Black served as Vice President, Marketing.

      Jon D. Botsford has been Senior Vice President, Secretary and Chief Legal Officer since June 2000. Mr. Botsford served as Senior Vice President, General Counsel and Secretary from 1999 to 2000. From 1998 to 1999 Mr. Botsford served as Vice President, General Counsel and Secretary. Mr. Botsford was General Counsel and Secretary from 1997 to 1998.

      Mark T. Greiner has been Senior Vice President, WorkSpace Futures since November 2002. Mr. Greiner was Senior Vice President, Research & Development, Concepts and Ventures from 2001 to 2002. From 1999 to 2001, Mr. Greiner held the position of Senior Vice President, Global E-Business and Chief Information Officer. Mr. Greiner served as Vice President, Chief Information Officer from 1996 to 1999.

      James P. Hackett has been President, Chief Executive Officer and Director of the Company since December 1994. Mr. Hackett also serves as a Board Member to Northwestern Mutual Life Insurance Company and Fifth Third Bancorp.

      Nancy W. Hickey has been Senior Vice President, Global Strategic Resources and Chief Administrative Officer since November 2001. Ms. Hickey served as Senior Vice President, Global Human Resources from March to November 2001. From 1999 to 2001, Ms. Hickey served as Vice President, Human Resources. Ms. Hickey served as Vice President, Corporate Human Resources from May to November 1999. From 1994 to 1999, Ms. Hickey served as Vice President, Dealer and Customer Alliances.

      James P. Keane has been Senior Vice President, Chief Financial Officer since April 2001. Mr. Keane served as Senior Vice President, Finance and Corporate Strategy from February to April 2001. From 1999 to 2001, Mr. Keane served as Senior Vice President, Corporate Strategy, Research and Development. Mr. Keane served as Vice President, Corporate Strategy, Research and Development from 1997 to 1999.

      Michael Love has been President and Chief Executive Officer, Steelcase Design Partnership since May 2000. Mr. Love was president of Vecta, a division of Steelcase, from 1994 to 2000.

      Frank H. Merlotti, Jr. has been President, Steelcase North America since September 2002. From 1999 to 2002, Mr. Merlotti was President and Chief Executive Officer of G&T Industries, a manufacturer and distributor of fabricated foam and soft-surface materials. Mr. Merlotti was President and Chief Executive Officer of Metropolitan Furniture Corporation, a subsidiary of Steelcase, from 1991 to 1999.

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      The Class A Common Stock of Steelcase Inc. is listed on the New York Stock Exchange under the symbol “SCS”. Our Class B Common Stock is neither registered under the Securities Act of 1933 nor publicly traded. See Note 12 to the consolidated financial statements for further discussion of our common stock. As of May 1, 2003, we had outstanding 43,181,532 shares of Class A Common Stock with 11,926 shareholders of record and 104,431,465 shares of Class B Common Stock with 188 shareholders of record.

      The declaration and payment of dividends are subject to the discretion of the Board and to compliance with applicable law. The amount and timing of future dividends depends upon our results of operations, financial condition, cash requirements, future business prospects, general business conditions and other factors that the Board may deem relevant at the time.

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Item 6.     Selected Financial Data: