Revolution Work Transformation
From the Personal Harbor
  of Jim Hackett
The Road to Six Billion and Beyond
The Six Growth Strategies Illustrated
Information for Our Investors
Steelcase Offerings Around
  the World
Financial Highlights
MD&A
Consolidated Statements of Income
Consolidated Balance Sheets
Consolidated Statements of Changes
  in Shareholders' Equity
Consolidated Statements of Cash
  Flows
Notes to Consolidated Financial   Statements
 1. Nature of Operations
 2. Summary of Significant
Accounting Policies
 3. Comprehensive Income
 4. Initial Public Offering
 5. Inventories
 6. Property and Equipment, Net
 7. Notes Receivable and
Leased Assets
 8. Joint Ventures and Dealer
Transitions
 9. Other Assets
10. Short-Term Borrowings and
Long-Term Debt
11. Employee Benefit Plan
Obligations
12. Capital Structure
13. Stock Incentive Plans
14. Other Income, Net
15. Income Taxes
16. Financial, Instruments,
Concentrations of Credit Risk
and Off-Balance-Sheet Risk
17. Commitments
and Contingencies
18. Operating Segments
19. Acquisitions
20. Unaudited Quarterly Results
Report of Independent Certified
  Public Accountants and
  Management's Responsibility
  for Financial Reporting
Directors and Executive



ST E E L C A S E  I N C.
Notes to Consolidated Financial Statements

Note 4

INITIAL PUBLIC OFFERING

On September 17, 1997, the Board of Directors of the Company (the “Board”) authorized management to begin the process necessary for registration of the Company’s Common Stock under the Securities Act of 1933, as amended, in order to permit the Company’s shareholders to make a U.S. and international public offering (the “Offerings”) of a portion of their shares (the “Selling Shareholders”). On October 27, 1997, the Board (i) declared a special dividend in the aggregate amount of $150.9 million, which was paid on January 9, 1998 to Common Stock holders of record as of December 2, 1997 (the “Special Dividend”) and (ii) approved a proposal which was presented to the shareholders by proxy and subsequently approved on December 2, 1997 at a special meeting. In general, the approved proposal (a) effected a recapitalization of the Company’s capital stock (the “Recapitalization”), (b) made certain other changes to the Restated Articles of Incorporation and By-laws which are typical of public companies and (c) provided for the adoption of equity-based incentive and investment plans for employees of the Company (collectively, the “Stock Incentive Plans”).

While the Stock Incentive Plans became effective upon approval by the Company’s shareholders on December 2, 1997, the Recapitalization and other changes to the Restated Articles of Incorporation and By-laws became effective upon their filing with the State of Michigan which occurred on February 20, 1998. The Offerings, which occurred on February 18, 1998 and closed on February 25, 1998, included 13,972,500 shares of Class A Common Stock at an initial public offering price per share of $28.00. In addition, the Company purchased 1,650,000 shares of Class B Common Stock from the Selling Shareholders at the same price at which the shares of Class A Common Stock were sold to the Underwriters in the Offerings to fulfill the Employee Stock Grant and the Employee Discount Option Grant (the “Stock Repurchase”) discussed in Note 12. This Stock Repurchase aggregated $43.5 million.