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EX-31.B - EXHIBIT - MILLER HERMAN INCexhibit31b_053114.htm
EX-31.A - EXHIBIT - MILLER HERMAN INCexhibit31a_053114.htm
EX-3.B - EXHIBIT - MILLER HERMAN INCexhibit3b_053114.htm
EX-32.A - EXHIBIT - MILLER HERMAN INCexhibit32a_053114.htm
EX-3.A - EXHIBIT - MILLER HERMAN INCexhibit3a_053114.htm
EX-21 - EXHIBIT - MILLER HERMAN INCexhibit21_053114.htm
EX-32.B - EXHIBIT - MILLER HERMAN INCexhibit32b_053114.htm
EX-23.A - EXHIBIT - MILLER HERMAN INCexhibit23a_053114.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[ X ]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[__]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended May 31, 2014
Commission File No. 001-15141
Herman Miller, Inc.
(Exact name of registrant as specified in its charter)
 
Michigan
 
       38-0837640        
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
855 East Main Avenue
 
 
 
 
PO Box 302
 
 
 
 
Zeeland, Michigan
 
49464-0302
 
 
(Address of principal
executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (616) 654 3000
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.20 Par Value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes [ X ]     No [__]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes [__]     No [ X ]
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 [__]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes [ X ]     No [__]
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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ X ]    Accelerated filer [__]  Non-accelerated filer [__]    Smaller reporting company [__]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes [__]     No [ X ]
The aggregate market value of the voting stock held by “nonaffiliates” of the registrant (for this purpose only, the affiliates of the registrant have been assumed to be the executive officers and directors of the registrant and their associates) as of November 30, 2013, was $1,864,534,305 (based on $31.91 per share which was the closing sale price as reported by NASDAQ).
The number of shares outstanding of the registrant's common stock, as of July 24, 2014: Common stock, $.20 par value - 59,404,641 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on October 6, 2014, are incorporated into Part III of this report.
































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TABLE OF CONTENTS

 
Page No.
Part I
 
   Item 1 Business
   Item 1A Risk Factors
   Item 1B Unresolved Staff Comments
   Item 2 Properties
   Item 3 Legal Proceedings
   Additional Item: Executive Officers of the Registrant
   Item 4 Mine Safety Disclosures
Part II
 
   Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and
 
     Issuer Purchases of Equity Securities
   Item 6 Selected Financial Data
   Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations
   Item 7A Quantitative and Qualitative Disclosures about Market Risk
   Item 8 Financial Statements and Supplementary Data
   Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
   Item 9A Controls and Procedures
   Item 9B Other Information
Part III
 
   Item 10 Directors, Executive Officers and Corporate Governance
   Item 11 Executive Compensation
   Item 12 Security Ownership of Certain Beneficial Owners and Management and Related
 
     Stockholder Matters
   Item 13 Certain Relationships and Related Transactions, and Director Independence
   Item 14 Principal Accountant Fees and Services
Part IV
 
   Item 15 Exhibits and Financial Statement Schedule
Signatures
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
Exhibit Index





PART I

Item 1 BUSINESS

General Development of Business
The company researches, designs, manufactures, and distributes interior furnishings, for use in various environments including office, healthcare, educational, and residential settings, and provides related services that support organizations and individuals all over the world. The company's products are sold primarily through independent contract office furniture dealers as well as the following channels: owned contract office furniture dealers, direct customer sales, independent retailers, and the company's online store. Through research, the company seeks to define and clarify customer needs and problems existing in its markets and to design, through innovation where appropriate and feasible, products, systems, and services that serve as compelling solutions to such problems. Ultimately, the company seeks to create and enable inspiring designs, inventive technologies, and strategic services that help people to do great things and organizations to perform at their best.

Herman Miller, Inc. was incorporated in Michigan in 1905. One of the company's major plants and its corporate offices are located at 855 East Main Avenue, PO Box 302, Zeeland, Michigan, 49464-0302, and its telephone number is (616) 654-3000. Unless otherwise noted or indicated by the context, the term “company” includes Herman Miller, Inc., its predecessors, and majority-owned subsidiaries. Further information relating to principles of consolidation is provided in Note 1 to the Consolidated Financial Statements included in Item 8 of this report.
Financial Information about Segments
Information relating to segments is provided in Note 14 to the Consolidated Financial Statements included in Item 8 of this report.
Narrative Description of Business
The company's principal business consists of the research, design, manufacture, and distribution of office furniture systems, seating products, other freestanding furniture elements, textiles, and related services. Most of these systems and products are designed to be used together.

The company's mission statement is "Inspiring Designs To Help People Do Great Things." The company's ingenuity and design excellence creates award-winning products and services, which has made us a leader in design and development of furniture, furniture systems, and textiles. This leadership is exemplified by the innovative concepts introduced by the company in its modular systems (including Canvas Office Landscape™, Locale®, Metaform Portfolio™, Public Office Landscape™, Action Office®, Ethospace®, Resolve®, and My Studio Environments™). The company also offers a broad array of seating (including Embody®, Aeron®, Mirra®, Mirra2™, Setu®, Sayl®, Celle®, Equa®, and Ergon® office chairs), storage (including Meridian® and Tu™ products), wooden casegoods (including Geiger® products), freestanding furniture products (including Abak®, Intent®, Sense™ and Envelop®), healthcare products (including Compass®, Nala®, and other Nemschoff® products) the Thrive portfolio of ergonomic solutions, and the recently acquired textiles of Maharam Fabric Corporation (Maharam).

The company's products are marketed worldwide by its own sales staff, independent dealers and retailers, its owned dealer network, and via its e-commerce website. Salespeople work with dealers, the architecture and design community, and directly with end-users. Independent dealerships concentrate on the sale of Herman Miller products and some complementary product lines of other manufacturers. It is estimated that approximately 80 percent of the company's sales in the fiscal year ended May 31, 2014, were made to or through independent dealers. The remaining sales were made directly to end-users, including federal, state, and local governments, and several major corporations, by the company's own sales staff, its owned dealer network, or independent retailers.

The company is a recognized leader within its industry for the use, development, and integration of customer-centered technologies that enhance the reliability, speed, and efficiency of our customers' operations. This includes proprietary sales tools, interior design and product specification software; order entry and manufacturing scheduling and production systems; and direct connectivity to the company's suppliers.

The company's furniture systems, seating, freestanding furniture, storage, casegood and textile products, and related services are used in (1) institutional environments including offices and related conference, lobby, and lounge areas, and general public areas including transportation terminals; (2) health/science environments including hospitals, clinics, and other healthcare facilities; (3) industrial and educational settings; and (4) residential and other environments.

Raw Materials
The company's manufacturing materials are available from a significant number of sources within the United States, Canada, Europe, and Asia. To date, the company has not experienced any difficulties in obtaining its raw materials. The costs of certain direct materials used in the company's manufacturing and assembly operations are sensitive to shifts in commodity market prices. In particular, the costs of steel, plastic, aluminum components, and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber, and resins. Increases in the market prices for these commodities can have an adverse impact on the company's profitability. Further information regarding

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the impact of direct material costs on the company's financial results is provided in Management's Discussion and Analysis in Item 7 of this report.

Patents, Trademarks, Licenses, Etc.
The company has 108 active United States utility patents on various components used in its products and 49 active United States design patents. Many of the inventions covered by the United States patents also have been patented in a number of foreign countries. Various trademarks, including the name and stylized “Herman Miller” and the “Herman Miller Circled Symbolic M” trademark are registered in the United States and many foreign countries. The company does not believe that any material part of its business depends on the continued availability of any one or all of its patents or trademarks, or that its business would be materially adversely affected by the loss of any thereof, except for Herman Miller®, Herman Miller Circled Symbolic M®, Maharam®, Geiger®, Nemschoff®, Action Office®, Ethospace®, Aeron®, Mirra®, Embody®, Setu®, Sayl®, Eames®, PostureFit®, Meridian®, and Canvas Office Landscape®. It is estimated that the average remaining life of such patents and trademarks is approximately 5 years and 6 years, respectively.

Working Capital Practices
Information concerning the company's inventory levels relative to its sales volume can be found under the Executive Overview section in Item 7 of this report. Beyond this discussion, the company does not believe that it or the industry in general, has any special practices or special conditions affecting working capital items that are significant for understanding the company's business.

Customer Base
It is estimated that no single dealer accounted for more than 5 percent of the company's net sales in the fiscal year ended May 31, 2014. It is also estimated that the largest single end-user customer, the U.S. federal government, accounted for $102 million, $114 million and $164 million of the company's net sales in fiscal 2014, 2013, and 2012, respectively. This represents approximately 5 percent, 6 percent and 9.5 percent of the company's net sales in fiscal 2014, 2013, and 2012, respectively. The 10 largest customers accounted for approximately 23 percent, 23 percent, and 22 percent of net sales in fiscal 2014, 2013, and 2012, respectively.

Backlog of Unfilled Orders
As of May 31, 2014, the company's backlog of unfilled orders was $306.4 million. At June 1, 2013, the company's backlog totaled $274.4 million. It is expected that substantially all the orders forming the backlog at May 31, 2014, will be filled during the next fiscal year. Many orders received by the company are reflected in the backlog for only a short period while other orders specify delayed shipments and are carried in the backlog for up to one year. Accordingly, the amount of the backlog at any particular time does not necessarily indicate the level of net sales for a particular succeeding period.

Government Contracts
Other than standard provisions contained in contracts with the United States Government, the company does not believe that any significant portion of its business is subject to material renegotiation of profits or termination of contracts or subcontracts at the election of various government entities. The company sells to the U.S. Government both through a General Services Administration ("GSA") Multiple Award Schedule Contract and through competitive bids. The GSA Multiple Award Schedule Contract pricing is principally based upon the company's commercial price list in effect when the contract is initiated, rather than being determined on a cost-plus-basis. The company is required to receive GSA approval to apply list price increases during the term of the Multiple Award Schedule Contract period.

Competition
All aspects of the company's business are highly competitive. The company competes largely on design, product and service quality, speed of delivery, and product pricing. Although the company is one of the largest office furniture manufacturers in the world, it competes with manufacturers that have significant resources and sales as well as many smaller companies. In the United States, the company's most significant competitors are Haworth, HNI Corporation, Kimball International, Knoll, and Steelcase.

Research, Design and Development
The company draws great competitive strength from its research, design and development programs. Accordingly, the company believes that its research and design activities are of significant importance. Through research, the company seeks to define and clarify customers and the problems which they are trying to solve. The company designs innovative products and services that address customer needs and solve their problems. The company uses both internal and independent research resources and independent design resources. Exclusive of royalty payments, the company spent approximately $53.9 million, $48.3 million, and $41.0 million on research and development activities in fiscal 2014, 2013, and 2012, respectively. Generally, royalties are paid to designers of the company's products as the products are sold and are not included in research and development costs since they are variable based on product sales.

Environmental Matters
We believe the environment is a cause every corporation should put high on its agenda. Ten years ago, we put into place a set of environmental goals that included a zero operational footprint. We have sharpened our goals around the smart use of resources, eco-inspired design, and becoming community driven. Our new 10-year sustainability strategy - Earthright - begins with three principles; positive

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transparency, products as living things, and becoming greener together. Most important, we are finding new ways to involve more employees and suppliers. Based on current facts known to management, the company does not believe that existing environmental laws and regulations have had or will have any material effect upon the capital expenditures, earnings, or competitive position of the company. However, there can be no assurance that environmental legislation and technology in this area will not result in or require material capital expenditures or additional costs to our manufacturing process.

Human Resources
The company considers its employees to be another of its major competitive strengths. The company stresses individual employee participation and incentives, believing that this emphasis has helped attract and retain a competent and motivated workforce. The company's human resources group provides employee recruitment, education and development, and compensation planning and counseling. There have been no work stoppages or labor disputes in the company's history, and its relations with its employees are considered good. Approximately 8.0 percent of the company's employees are covered by collective bargaining agreements, most of whom are employees of its Nemschoff and Herman Miller Ningbo subsidiaries.

As of May 31, 2014, the company employed 6,630 full-time and 162 part-time employees, representing a 16.2 percent increase and a 0.6 percent increase, respectively, compared with June 1, 2013. The increase in employees was driven principally by our acquisition of the manufacturing and distribution facilities in Dongguan, China, during fiscal 2014. Refer to Note 2 of the Consolidated Financial Statements for further information regarding this acquisition. In addition to its employee work force, the company uses temporary purchased labor to meet uneven demand in its manufacturing operations.

Information about International Operations
The company's sales in international markets are made primarily to office/institutional customers. Foreign sales consist mostly of office furniture products such as Abak®, Aeron®, Mirra®, Celle®, Sayl®, Layout Studio®, and other seating and storage products (including POSH products). The company conducts business in the following major international markets: Europe, Canada, the Middle East, Latin America, South America and the Asia/Pacific region. In certain foreign markets, the company's products are offered through licensing of foreign manufacturers on a royalty basis.

The company's products currently sold in international markets are manufactured by wholly owned subsidiaries in the United States, the United Kingdom, and China. Sales are made through wholly owned subsidiaries or branches in Canada, France, Germany, Italy, Japan, Mexico, Australia, Singapore, China, India, and the Netherlands. The company's products are offered in the Middle East, South America, and Asia through dealers.

Additional information with respect to operations by geographic area appears in Note 14 of the Consolidated Financial Statements included in Item 8 of this report. Fluctuating exchange rates and factors beyond the control of the company, such as tariff and foreign economic policies, may affect future results of international operations. Refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for further discussion regarding the company's foreign exchange risk.

Available Information
The company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the “Investors” section of the company's internet website at www.hermanmiller.com, as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). The company's filings with the SEC are also available for the public to read and copy in person at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549, by phone at 1-800-SEC-0330, or via their internet website at www.sec.gov.

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Item 1A RISK FACTORS

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face; others, either unforeseen or currently deemed less significant, may also have a negative impact on our company. If any of the following actually occurs, our business, operating results, cash flows, and financial condition could be materially adversely affected.

Sustained downturn in the economy could adversely impact our access to capital.
The recent disruptions in the global economic and financial markets adversely impacted the broader financial and credit markets, at times reducing the availability of debt and equity capital for the market as a whole. Conditions such as these could re-emerge in the future. Accordingly, our ability to access the capital markets could be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. The resulting lack of available credit, increased volatility in the financial markets and reduced business activity could materially and adversely affect our business, financial condition, results of operations, our ability to take advantage of market opportunities and our ability to obtain and manage our liquidity. In addition, the cost of debt financing and the proceeds of equity financing may be materially and adversely impacted by these market conditions. The extent of any impact would depend on several factors, including our operating cash flows, the duration of tight credit conditions and volatile equity markets, our credit capacity, the cost of financing, and other general economic and business conditions. Our credit agreements contain performance covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, and limits on subsidiary debt and incurrence of liens. Although we believe none of these covenants are presently restrictive to our operations, our ability to meet the financial covenants can be affected by events beyond our control.

We may not be successful in implementing and managing our growth strategy.
We have established a growth strategy for the business based on a changing and evolving world. Through this strategy we are positioning the company to take advantage of existing markets, explore growth opportunities in new markets with supportive demographics, increase demand by addressing unmet needs, and expanding into areas that yield higher prospects for margins and profitability.

We ultimately aspire to create a lifestyle brand, and we intend to grow in certain targeted ways. First, we will invest in areas that increase our addressable markets across focused customer segments (such as healthcare, education, small and medium business, and consumer). Second, we will expand into emerging geographic markets that offer growth potential based upon their supportive demographics. Third, we will continue to invest in innovative products, which has been a hallmark of our success for many years. And finally, we will grow through targeted acquisitions.

While we have confidence that our strategic plan reflects opportunities that are appropriate and achievable and that we have anticipated and will manage the associated risks, there is the possibility that the strategy may not deliver the projected results due to inadequate execution, incorrect assumptions, sub-optimal resource allocation, or changing customer requirements.

There is no assurance that our current product and service offering will allow us to meet these goals. Accordingly, we believe we will be required to continually invest in the research, design, and development of new products and services. There is no assurance that such investments will have commercially successful results.

Certain growth opportunities may require us to invest in acquisitions, alliances, and the startup of new business ventures. These investments may not perform according to plan and may involve the assumption of business, operational, or other risks that are new to our business.

Future efforts to expand our business within developing economies, particularly within China and India, may expose us to the effects of political and economic instability. Such instability may impact our ability to compete for business. It may also put the availability and/or value of our capital investments within these regions at risk. These expansion efforts expose us to operating environments with complex, changing, and in some cases, inconsistently applied legal and regulatory requirements. Developing knowledge and understanding of these requirements poses a significant challenge, and failure to remain compliant with them could limit our ability to continue doing business in these locations.

Pursuing our strategic plan in new and adjacent markets, as well as within developing economies, will require us to find effective new channels of distribution. There is no assurance that we can develop or otherwise identify these channels of distribution.

The markets in which we operate are highly competitive, and we may not be successful in winning new business.
We are one of several companies competing for new business within the furniture industry. Many of our competitors offer similar categories of products, including office seating, systems and freestanding office furniture, casegoods, storage, and residential and healthcare furniture solutions. We believe that our innovative product design, functionality, quality, depth of knowledge, and strong network of distribution partners differentiates us in the marketplace. However, increased market pricing pressure could make it difficult for us to win new business with certain customers and within certain market segments at acceptable profit margins.


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Adverse economic and industry conditions could have a negative impact on our business, results of operations, and financial condition.
Customer demand within the contract office furniture industry is affected by various macro-economic factors; general corporate profitability, white-collar employment levels, new office construction rates, and existing office vacancy rates are among the most influential factors. History has shown that declines in these measures can have an adverse effect on overall office furniture demand. Additionally, factors and changes specific to our industry, such as developments in technology, governmental standards and regulations, and health and safety issues can influence demand. There are current and future economic and industry conditions, which could adversely affect our business, operating results, or financial condition.

Other macroeconomic developments, such as the recent recessions in Europe, the debt crisis in certain countries in the European Union, and the economic slow down in Asia could negatively affect the company's ability to conduct business in those geographies. The continuing debt crisis in certain European countries could cause the value of the Euro to deteriorate, reducing the purchasing power of the company's European customers and potentially undermine the financial health of the company's suppliers and customers in other parts of the world. Financial difficulties experienced by the company's suppliers and customers, including distributors, could result in product delays and inventory issues; risks to accounts receivable could result in delays in collection and greater bad debt expense.

Our business presence outside the United States exposes us to certain risks that could negatively affect our results of operations and financial condition.
We have significant manufacturing and sales operations in the United Kingdom, which represents our largest marketplace outside the United States. We also have manufacturing operations in China. Additionally, our products are sold internationally through wholly-owned subsidiaries or branches in various countries including Canada, Mexico, Brazil, France, Germany, Italy, Netherlands, Japan, Australia, Singapore, China, Hong Kong, and India. In certain other regions of the world, our products are offered primarily through independent dealerships.

Doing business internationally exposes us to certain risks, many of which are beyond our control and could potentially impact our ability to design, develop, manufacture, or sell products in certain countries. These factors could include, but would not necessarily be limited to:
Political, social, and economic conditions
Legal and regulatory requirements
Labor and employment practices
Cultural practices and norms
Natural disasters
Security and health concerns
Protection of intellectual property

In some countries, the currencies in which we import and export products can differ. Fluctuations in the rate of exchange between these currencies could negatively impact our business. Additionally, tariff and import regulations, international tax policies and rates, and changes in U.S. and international monetary policies may have an adverse impact on results of operations and financial condition.

Disruptions in the supply of raw and component materials could adversely affect our manufacturing and assembly operations.
We rely on outside suppliers to provide on-time shipments of the various raw materials and component parts used in our manufacturing and assembly processes. The timeliness of these deliveries is critical to our ability to meet customer demand. Any disruptions in this flow of delivery could have a negative impact on our business, results of operations, and financial condition.

Increases in the market prices of manufacturing materials may negatively affect our profitability.
The costs of certain manufacturing materials used in our operations are sensitive to shifts in commodity market prices. In particular, the costs of steel, plastic, aluminum components, and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber, and resins. Increases in the market prices of these commodities may have an adverse impact on our profitability if we are unable to offset them with strategic sourcing, continuous improvement initiatives or increased prices to our customers.

Disruptions within our dealer network could adversely affect our business.
Our ability to manage existing relationships within our network of independent dealers is crucial to our ongoing success. Although the loss of any single dealer would not have a material adverse effect on the overall business, our business within a given market could be negatively affected by disruptions in our dealer network caused by the termination of commercial working relationships, ownership transitions, or dealer financial difficulties.

If dealers go out of business or restructure, we may suffer losses because they may not be able to pay for products already delivered to them. Also, dealers may experience financial difficulties, creating the need for outside financial support, which may not be easily obtained. In the past, we have, on occasion, agreed to provide direct financial assistance through term loans, lines of credit, and/or loan guarantees to certain dealers.
 

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Increasing competition for highly skilled and talented workers could adversely affect our business.
The successful implementation of our business strategy depends, in part, on our ability to attract and retain a skilled workforce. The increasing competition for highly skilled and talented employees could result in higher compensation costs, difficulties in maintaining a capable workforce, and leadership succession planning challenges.

Costs related to product defects could adversely affect our profitability.
We incur various expenses related to product defects, including product warranty costs, product recall and retrofit costs, and product liability costs. These expenses relative to product sales vary and could increase. We maintain reserves for product defect-related costs based on estimates and our knowledge of circumstances that indicate the need for such reserves. We cannot, however, be certain that these reserves will be adequate to cover actual product defect-related claims in the future. Any significant increase in the rate of our product defect expenses could have a material adverse effect on operations.

We are subject to risks associated with self-insurance related to health benefits.
We are self-insured for our health benefits and maintain per employee stop loss coverage; however, we retain the insurable risk at an aggregate level. Therefore unforeseen or catastrophic losses in excess of our insured limits could have a material adverse effect on the company’s financial condition and operating results. See Note 1 of the Consolidated Financial Statements for information regarding the company’s retention level.

Government and other regulations could adversely affect our business.
Government and other regulations apply to the sale of many of our products. Failure to comply with these regulations or failure to obtain approval of products from certifying agencies could adversely affect the sales of these products and have a material negative impact on operating results.

Item 1B UNRESOLVED STAFF COMMENTS

None

Item 2 PROPERTIES

The company owns or leases facilities located throughout the United States and several foreign countries. The location, square footage, and use of the most significant facilities at May 31, 2014 were as follows:

Owned Locations
Square
Footage

 
Use
Holland, Michigan
917,400

 
Manufacturing, Distribution, Warehouse, Design, Office
Spring Lake, Michigan
582,700

 
Manufacturing, Warehouse, Office
Zeeland, Michigan
750,800

 
Manufacturing, Warehouse, Office
Dongguan, China
224,019

 
Manufacturing, Distribution, Warehouse, Office
Sheboygan, Wisconsin
207,700

 
Manufacturing, Warehouse, Office
Hildebran, North Carolina
93,000

 
Manufacturing, Office
Bath, United Kingdom
85,000

 
Manufacturing, Office
 
 
 
 
Leased Locations
Square
Footage

 
Use
Atlanta, Georgia
176,700

 
Manufacturing, Warehouse, Office
Chippenham, United Kingdom
100,800

 
Manufacturing, Warehouse, Office
Ningbo, China
94,700

 
Manufacturing, Warehouse, Office
Hong Kong, China
104,402

 
Warehouse, Office
Yaphank, New York
92,000

 
Warehouse, Office

The company also maintains showrooms or sales offices near many major metropolitan areas throughout North America, Europe, Asia/Pacific, and Latin America. The company considers its existing facilities to be in good condition and adequate for its design, production, distribution, and selling requirements.


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Item 3 LEGAL PROCEEDINGS

The company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the company’s consolidated operations, cash flows and financial condition.

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information relating to Executive Officers of the company is as follows.
Name
Age
 
Year Elected an Executive Officer
Position with the Company
Gregory J. Bylsma
49
 
2009
Executive Vice President, Chief Financial Officer
Steven C. Gane
59
 
2009
Senior Vice President, President, Geiger & Specialty/Consumer
Donald D. Goeman
57
 
2005
Executive Vice President, Research, Design & Development
Jeffrey L. Kurburski
48
 
2014
Vice President, Information Technology
Andrew J. Lock
60
 
2003
Executive Vice President, President, International
H. Timothy Lopez
43
 
2014
Senior Vice President, Legal Services and Secretary
Louise McDonald
59
 
2013
Executive Vice President, President, Healthcare
Curtis S. Pullen
54
 
2007
Executive Vice President, President, North American Office and Learning Environments
Michael F. Ramirez
49
 
2011
Senior Vice President, People, Places and Administration
Jeffrey M. Stutz
43
 
2009
Treasurer and Chief Accounting Officer
Brian C. Walker
52
 
1996
President and Chief Executive Officer
B. Ben Watson
49
 
2010
Executive Creative Director

Except as discussed below, each of the named officers has served the company in an executive capacity for more than five years.

Mr. Bylsma joined Herman Miller, Inc. in 2000 as Director of Reporting & Planning for North America prior to being appointed Corporate Controller in 2005.

Mr. Gane joined Herman Miller in 2007 as President of Geiger International. Prior to this he worked for Furniture Brands International for 16 years serving mostly as President of HBF.

Mr. Kurburski joined Herman Miller in 1990. He served as Director of IT, Herman Miller Casegoods from 1998 to 2003, Director of IT Infrastructure from 2003 to 2007, and has served in his current capacity of Vice President of Information Technology since 2007.

Mr. Lopez joined Herman Miller in 2012 and serves as Senior Vice President of Legal Services, General Counsel and Secretary. Prior to this he was an Associate General Counsel with A. O. Smith Corporation from 2008 to 2012 and Senior Staff Attorney to Kohler Co. from 2002 to 2008.

Ms. McDonald joined Herman Miller in 2013 as President of Healthcare, and prior to this she worked for Welch Allyn for 31 years serving mostly as an Executive Vice President.

Mr. Ramirez joined Herman Miller in 1998 and served as Director of Purchasing from 1998 to 2005, Vice President of Inclusiveness and Diversity from 2005 to 2009, and Vice President of Sales Operations from 2009 to 2011.

Mr. Stutz joined Herman Miller in 2009 as Treasurer and Vice President, Investor Relations. Previously he served as Chief Financial Officer for Izzy Designs Inc., subsequent to holding various positions within Herman Miller finance.

Mr. Watson joined Herman Miller in 2010 as Executive Creative Director, and prior to this he served as Managing Director and CEO of Moroso USA. Prior to this Mr. Watson served in creative roles as Global Creative Director of Apparel at Nike, and Global Marketing Director at Vitra.

There are no family relationships between or among the above-named executive officers. There are no arrangements or understandings between any of the above-named officers pursuant to which any of them was named an officer.


- 9-




Item 4 MINE SAFETY DISCLOSURES - Not applicable


- 10-



PART II

Item 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Share Price, Earnings, and Dividends Summary
Herman Miller, Inc., common stock is traded on the NASDAQ-Global Select Market System (Symbol: MLHR). As of July 24, 2014, there were approximately 20,000 record holders, including individual participants in security position listings, of the company's common stock.

Per Share and Unaudited


 
Market
Price
High
(at close)

 
Market
Price
Low
(at close)

 
Market
Price
Close

 
Earnings (loss)
Per Share-
Diluted (1) 

 
Dividends
Declared Per
Share

Year ended May 31, 2014:
 
 
 
 
 
 
 
 
 
First quarter
$
29.13

 
$
25.47

 
$
25.47

 
$
0.38

 
$
0.125

Second quarter
31.91

 
25.56

 
31.91

 
(1.37
)
 
0.125

Third quarter
30.95

 
26.47

 
28.18

 
0.33

 
0.140

Fourth quarter
32.43

 
27.83

 
31.27

 
0.28

 
0.140

Year
$
32.43

 
$
25.47

 
$
31.27

 
$
(0.37
)
 
$
0.530

Year ended June 1, 2013:
 
 
 
 
 
 
 
 
 
First quarter
$
20.24

 
$
16.35

 
$
19.56

 
$
0.34

 
$
0.090

Second quarter
21.73

 
18.58

 
21.12

 
0.14

 
0.090

Third quarter
24.96

 
20.61

 
24.20

 
0.28

 
0.125

Fourth quarter
28.17

 
23.58

 
28.11

 
0.40

 
0.125

Year
$
28.17

 
$
16.35

 
$
28.11

 
$
1.16

 
$
0.430


(1) The sum of the quarters may not equal the annual balance due to rounding associated with the calculation of earnings per share on an individual quarter basis

Dividends were declared and paid quarterly during fiscal 2014 and 2013 as approved by the Board of Directors. While it is anticipated that the company will continue to pay quarterly cash dividends, the amount and timing of such dividends is subject to the discretion of the Board depending on the company's future results of operations, financial condition, capital requirements, and other relevant factors.

Issuer Purchases of Equity Securities
The following is a summary of share repurchase activity during the fourth quarter ended May 31, 2014.
Period
(a) Total Number of
 Shares (or Units) Purchased

 
(b) Average Price Paid
 per Share or Unit

 
(c) Total Number of
Shares (or Units)
Purchased as Part of
 Publicly Announced
 Plans or Programs

 
(d) Maximum Number (or
 Approximate Dollar
 Value) of Shares (or
 Units) that May Yet be
 Purchased Under the
 Plans or Programs (1) 

3/2/14-3/29/14
76

 
28.43

 
76

 
$
158,747,587

3/30/14-4/26/14
247,510

 
32.41

 
247,510

 
$
150,725,365

4/27/14-5/31/14
13,573

 
30.51

 
13,573

 
$
150,311,218

Total
261,159

 
32.31

 
261,159

 
 

(1) Amounts are as of the end of the period indicated


- 11-



The company has a share repurchase plan authorized by the Board of Directors on September 28, 2007, which provided share repurchase authorization of $300,000,000 with no specified expiration date.

No repurchase plans expired or were terminated during the fourth quarter of fiscal 2014.

During the period covered by this report, the company did not sell any of its equity shares that were not registered under the Securities Act of 1933.

Stockholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on the company's common stock with that of the cumulative total return of the Standard & Poor's 500 Stock Index and the NASD Non-Financial Index for the five-year period ended May 31, 2014. The graph assumes an investment of $100 on May 31, 2009 in the company's common stock, the Standard & Poor's 500 Stock Index and the NASD Non-Financial Index, with dividends reinvested.

 
2009

 
2010

 
2011

 
2012

 
2013

 
2014

Herman Miller, Inc.
$
100

 
$
137

 
$
178

 
$
132

 
$
208

 
$
232

S&P 500 Index
$
100

 
$
119

 
$
145

 
$
139

 
$
177

 
$
209

NASD Non-Financial
$
100

 
$
128

 
$
163

 
$
164

 
$
203

 
$
253


Information required by this item is also contained in Item 12 of this report.


- 12-



Item 6 SELECTED FINANCIAL DATA

Review of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions, except key ratios and per share data)
2014
 
2013
 
2012
 
2011
 
2010
Operating Results
 
 
 
 
 
 
 
 
 
Net sales
$
1,882.0

 
$
1,774.9

 
$
1,724.1

 
$
1,649.2

 
$
1,318.8

Gross margin
631.0

 
605.2

 
590.6

 
538.1

 
428.5

Selling, general, and administrative (8)
590.8

 
430.4

 
400.3

 
369.0

 
334.4

Design and research
65.9

 
59.9

 
52.7

 
45.8

 
40.5

Operating earnings (loss)
(25.7
)
 
114.9

 
137.6

 
123.3

 
53.6

Earnings (loss) before income taxes
(43.4
)
 
97.2

 
119.5

 
102.5

 
34.8

Net earnings (loss)
(22.1
)
 
68.2

 
75.2

 
70.8

 
28.3

Cash flow from operating activities
90.1

 
136.5

 
90.1

 
89.0

 
98.7

Cash flow used in investing activities
(48.2
)
 
(209.7
)
 
(58.4
)
 
(31.4
)
 
(77.6
)
Cash flow used in financing activities
(22.4
)
 
(16.0
)
 
(1.6
)
 
(50.2
)
 
(78.9
)
Depreciation and amortization
42.4

 
37.5

 
37.2

 
39.1

 
42.6

Capital expenditures
40.8

 
50.2

 
28.5

 
30.5

 
22.3

Common stock repurchased plus cash dividends paid
43.0

 
22.7

 
7.9

 
6.0

 
5.7

 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Sales growth (decline)
6.0
 %
 
2.9
 %
 
4.5
%
 
25.1
%
 
(19.1
)%
Gross margin (1)
33.5

 
34.1

 
34.3

 
32.6

 
32.5

Selling, general, and administrative (1) (8)
31.4

 
24.3

 
23.2

 
22.4

 
25.4

Design and research (1)
3.5

 
3.4

 
3.1

 
2.8

 
3.1

Operating earnings (1)
(1.4
)
 
6.5

 
8.0

 
7.5

 
4.1

Net earnings growth (decline)
(132.4
)
 
(9.3
)
 
6.2

 
150.2

 
(58.4
)
After-tax return on net sales (4)
(1.2
)
 
3.8

 
4.4

 
4.3

 
2.1

After-tax return on average assets (5)
(2.3
)
 
7.6

 
9.1

 
9.0

 
3.7

After-tax return on average equity (6)
(6.4
)%
 
24.0
 %
 
33.2
%
 
49.7
%
 
64.2
 %
 
 
 
 
 
 
 
 
 
 
Share and Per Share Data
 
 
 
 
 
 
 
 
 
Earnings (loss) per share-diluted
$
(0.37
)
 
$
1.16

 
$
1.29

 
$
1.06

 
$
0.43

Cash dividends declared per share
0.53

 
0.43

 
0.09

 
0.09

 
0.09

Book value per share at year end
6.27

 
5.44

 
4.25

 
3.53

 
1.41

Market price per share at year end
31.27

 
28.11

 
17.87

 
24.56

 
19.23

Weighted average shares outstanding-diluted
59.0

 
58.8

 
58.5

 
57.7

 
57.5

 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Total assets
$
990.9

 
$
946.5

 
$
839.1

 
$
808.0

 
$
770.6

Working capital (3)
145.7

 
109.3

 
201.6

 
205.9

 
182.9

Current ratio (2)
1.3

 
1.4

 
1.8

 
1.8

 
1.3

Interest-bearing debt and related swap agreements
250.0

 
250.0

 
250.0

 
250.0

 
301.2

Stockholders' equity
372.1

 
319.5

 
248.3

 
205.0

 
80.1

Total capital (7)
622.1

 
569.5

 
498.3

 
455.0

 
381.3

(1) Shown as a percent of net sales.
(2) Calculated using current assets divided by current liabilities.
(3) Calculated using current assets less non-interest bearing current liabilities.
(4) Calculated as net earnings (loss) divided by net sales.
(5) Calculated as net earnings (loss) divided by average assets.
(6) Calculated as net earnings (loss) divided by average equity.
(7) Calculated as interest-bearing debt plus stockholders' equity.
(8) Selling, general, and administrative expenses includes restructuring and impairment expenses in years that are applicable.

- 13-




 
Review of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions, except key ratios and per share data)
2009
 
2008
 
2007
 
2006
 
2005
Operating Results
 
 
 
 
 
 
 
 
 
Net sales
$
1,630.0

 
$
2,012.1

 
$
1,918.9

 
$
1,737.2

 
$
1,515.6

Gross margin
527.7

 
698.7

 
645.9

 
574.8

 
489.8

Selling, general, and administrative (8)
359.2

 
400.9

 
395.8

 
371.7

 
327.7

Design and research
45.7

 
51.2

 
52.0

 
45.4

 
40.2

Operating earnings
122.8

 
246.6

 
198.1

 
157.7

 
121.9

Earnings before income taxes
98.9

 
230.4

 
187.0

 
147.6

 
112.8

Net earnings
68.0

 
152.3

 
129.1

 
99.2

 
68.0

Cash flow from operating activities
91.7

 
213.6

 
137.7

 
150.4

 
109.3

Cash flow used in investing activities
(29.5
)
 
(51.0
)
 
(37.4
)
 
(47.6
)
 
(40.1
)
Cash flow used in financing activities
(16.5
)
 
(86.5
)
 
(131.5
)
 
(151.4
)
 
(106.6
)
Depreciation and amortization
41.7

 
43.2

 
41.2

 
41.6

 
46.9

Capital expenditures
25.3

 
40.5

 
41.3

 
50.8

 
34.9

Common stock repurchased plus cash dividends paid
19.5

 
287.9

 
185.6

 
175.4

 
152.0

 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Sales growth (decline)
(19.0
)%
 
4.9
%
 
10.5
%
 
14.6
%
 
13.2
%
Gross margin (1)
32.4

 
34.7

 
33.7

 
33.1

 
32.3

Selling, general, and administrative (1) (8)
22.0

 
19.9

 
20.6

 
21.4

 
21.6

Design and research (1)
2.8

 
2.5

 
2.7

 
2.6

 
2.7

Operating earnings (1)
7.5

 
12.3

 
10.3

 
9.1

 
8.0

Net earnings growth (decline)
(55.4
)
 
18.0

 
30.1

 
45.9

 
60.8

After-tax return on net sales (4)
4.2

 
7.6

 
6.7

 
5.7

 
4.5

After-tax return on average assets (5)
8.8

 
21.0

 
19.4

 
14.4

 
9.6

After-tax return on average equity (6)
433.1
 %
 
170.5
%
 
87.9
%
 
64.2
%
 
37.3
%
 
 
 
 
 
 
 
 
 
 
Share and Per Share Data
 
 
 
 
 
 
 
 
 
Earnings per share-diluted
$
1.25

 
$
2.56

 
$
1.98

 
$
1.45

 
$
0.96

Cash dividends declared per share
0.29

 
0.35

 
0.33

 
0.31

 
0.29

Book value per share at year end
0.15

 
0.42

 
2.47

 
2.10

 
2.45

Market price per share at year end
14.23

 
24.80

 
36.53

 
30.34

 
29.80

Weighted average shares outstanding-diluted
54.5

 
59.6

 
65.1

 
68.5

 
70.8

 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Total assets
$
767.3

 
$
783.2

 
$
666.2

 
$
668.0

 
$
707.8

Working capital (3)
243.7

 
182.7

 
103.2

 
93.8

 
162.3

Current ratio (2)
1.6

 
1.6

 
1.4

 
1.3

 
1.5

Interest-bearing debt and related swap agreements
377.4

 
375.5

 
176.2

 
178.8

 
194.0

Stockholders' equity
8.0

 
23.4

 
155.3

 
138.4

 
170.5

Total capital (7)
385.4

 
398.9

 
331.5

 
317.2

 
364.5




- 14-



Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis
You should read the issues discussed in Management's Discussion and Analysis in conjunction with the company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Form 10-K.

Executive Overview
Herman Miller’s inspiring designs, inventive technologies and strategic services help people do great things and organizations to perform at their best. At present, most of our customers come to us for interior environments in corporate office and healthcare settings. We also have a growing presence in educational and consumer markets. Our primary products include furniture systems, seating, storage, freestanding furniture, healthcare environment products, casegoods and textiles.

More than 100 years of innovative business practices and a commitment to social responsibility have established Herman Miller as a recognized global company. A past recipient of the Smithsonian Institution's Cooper-Hewitt National Design Award, Herman Miller designs can be found in the permanent collections of museums worldwide. In 2013, Herman Miller again received the Human Rights Campaign Foundation’s top rating in its annual Corporate Equality Index and was named among the 50 Best U.S. Manufacturers by Industry Week.  Herman Miller is included in the Dow Jones Sustainability World Index.

Herman Miller's products are sold internationally through wholly-owned subsidiaries or branches in various countries including the United Kingdom, Canada, France, Germany, Italy, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and the Netherlands. The company's products are offered elsewhere in the world primarily through independent dealerships or joint ventures with customers in over 100 countries.

The company is globally positioned in terms of manufacturing operations. In the United States, the manufacturing operations are located in Michigan, Georgia, Wisconsin and North Carolina. In Europe, the manufacturing presence is located within the United Kingdom. The manufacturing operations in Asia include facilities located in Dongguan and Ningbo, China. The company manufactures products using a system of lean manufacturing techniques collectively referred to as the Herman Miller Performance System (HMPS). Herman Miller strives to maintain efficiencies and cost savings by minimizing the amount of inventory on hand. Accordingly, production is order-driven with direct materials and components purchased as needed to meet demand. The standard lead time for the majority of our products is 10 to 20 days. These factors result in a high rate of inventory turns and typically cause our inventory levels to appear relatively low compared to sales volume.

A key element of the company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the company to increase the variable nature of our cost structure while retaining proprietary control over those production processes that we believe provide us a competitive advantage. As a result of this strategy, our manufacturing operations are largely assembly-based.

The business is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the company internally reports and evaluates financial information used to make operating decisions. For external reporting purposes, the company has identified the following reportable segments:

North American Furniture Solutions — Includes the operations associated with the design, manufacture, and sale of furniture products for work-related settings, including office, education, and healthcare environments, throughout the United States and Canada. The North American Furniture Solutions reportable segment is the aggregation of two operating segments. In addition, the company has determined that both operating segments within the North American Furniture Solutions reportable segment represent reporting units.

ELA Furniture Solutions — During fiscal 2014, the company renamed its international reportable business segment ELA Furniture Solutions in order to better describe the geographic regions it serves, which include EMEA, Latin America, and Asia-Pacific. Prior to this name change, the company referred to this segment as "Non-North America." ELA Furniture Solutions includes the operations associated with the design, manufacture, and sale of furniture products, primarily for work-related settings, in these aforementioned geographic regions

Specialty and Consumer — Includes the operations associated with the design, manufacture, and sale of high-end furniture products and textiles including Geiger wood products, Maharam textiles, Herman Miller Collection products and the company's North American consumer retail business.

The company also reports a corporate category consisting primarily of unallocated corporate expenses including restructuring and impairment costs.


- 15-



Core Strengths
The company relies on the following core strengths in delivering workplace solutions to customers.

Brands - The Herman Miller brand is recognized by customers as a pioneer in design and sustainability, and as an advocate that supports their needs and interests. Within the industries the company operates, Herman Miller, Nemschoff, Geiger, Maharam, POSH, and Colbrook Bosson Saunders (CBS) are acknowledged as leading brands that inspire architects and designers to create their best design solutions. Leveraging the company's brand equity across the lines of business to extend the company's reach to customers and consumers is an important element of the company's business strategy.
Problem-Solving Design and Innovation - The company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The company believes its skills and experience in matching problem-solving design with the workplace needs of customers provides the company with a competitive advantage in the marketplace. An important component of the company's business strategy is to actively pursue a program of new product research, design, and development. The company accomplishes this through the use of an internal research and engineering staff, engaging with third party design resources generally compensated on a royalty basis.
Operational Excellence - The company was among the first in our industry to embrace the concepts of lean manufacturing. HMPS provides the foundation for all of our manufacturing operations. The company is committed to continuously improving both product quality and production and operational efficiency. The company has extended this lean process work to its non-manufacturing processes as well as externally to our manufacturing supply chain and distribution channel. The company believes these concepts hold significant promise for further gains in reliability, quality and efficiency.
Building and Leading Networks - The company values relationships in all areas of the business. The company considers its network of innovative designers, owned and independent dealers, and suppliers to be among the most important competitive factors and vital to the long-term success of the business.

Channels of Distribution
The company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days and are sold through the following distribution channels.

Independent Contract Furniture Dealers - Most of the company's product sales are made to a network of independently owned and operated contract furniture dealerships doing business in many countries around the world. These dealers purchase the company's products and distribute them to end customers. The company recognizes revenue on product sales through this channel once products are shipped and title passes to the dealer. Many of these dealers also offer furniture-related services, including product installation.
Owned Contract Furniture Dealers - At May 31, 2014, the company owned 3 contract furniture dealerships, some of which have operations in multiple locations. The financial results of these owned dealers are included in our Consolidated Financial Statements. Product sales to these dealerships are eliminated as inter-company transactions from our consolidated financial results. The company recognizes revenue on these sales once products are shipped to the end customer and installation is substantially complete. The company believes independent ownership of contract furniture dealers is generally the best model for a financially strong distribution network. With this in mind, the company's strategy is to continue to pursue opportunities to transition the remaining owned dealerships to independent owners. Where possible, the goal is to involve local managers in these ownership transitions.
Direct Customer Sales - The company also sells products and services directly to end customers without an intermediary (e.g. sales to the U.S. federal government). In most of these instances, the company contracts separately with a dealership or third-party installation company to provide sales-related services. The company recognizes revenue on these sales once products are shipped and installation is substantially complete.
Independent Retailers - Certain products are sold to end customers through independent retail operations. Revenue is recognized on these sales once products are shipped and title passes to the independent retailer.
E-Commerce - The company sells products through its online store, in which products are available for sale via the company's website, hermanmiller.com. This site complements our existing methods of distribution and extends the company's brand to new customers. The company recognizes revenue on these sales upon shipment of the product.

Challenges Ahead
Like all businesses, the company is faced with a host of challenges and risks. The company believes its core strengths and values, which provide the foundation for its strategic direction, have us well prepared to respond to the inevitable challenges the company will face in the future. While the company is confident in its direction, the company acknowledges the risks specific to the business and industry. Refer to Item 1A for discussion of certain of these risk factors.


- 16-



Future Avenues of Growth
In spite of the risks and challenges it faces, the company believes it's well positioned to successfully pursue its mission: Inspiring designs to help people do great things. To find opportunities for growth, at Herman Miller we're always examining the ways in which the world is changing and evolving. This helps us better meet the needs of our customers and ultimately, to exceed their expectations. We have identified 3 areas of fundamental social and technological change that are informing our business strategy.

Globalization & Demographics — Demographic shifts in the global workforce are significantly changing how and where value creation happens. Not only will the millennial generation overtake the majority representation of the workforce by 2015, but economies that once relied on industrial production are increasingly becoming driven by knowledge work.
Inherently Global & Seamlessly Digital — The ubiquity of technology allows people to connect with other people, content, work, businesses, and ideas wherever and whenever they want. This means the way people work is changing, where people work is changing, and how people work with each other is changing.
The Era of Ideas — With the ongoing optimization of industrial production and information sharing, the demand for more innovative business solutions increases. The global focus of work is shifting to the successful generation and deployment of new ideas. As creativity and idea generation drive greater value - people, not process, provide the distinguishing capability. In this shift, workplaces are fundamentally changing from standardized and process-driven designs to diverse places that harness human capability, creativity, and relationships.

We have developed a strategy to grow our business by shifting our focus in four fundamental ares in response to these changes. Through these shifts we are positioning the company to take advantage of existing markets, explore growth opportunities in new markets with supportive demographics, increase demand by addressing unmet needs, and expanding into areas that yield higher prospects for margins and profitability. The four fundamental shifts are described below:

From Product Centric to Solutions — The first strategic shift is to move from a product centric focus to one based upon delivering broader solutions to our customers. Herman Miller is retooling its core business to speak to customers with fresh insights, to spur new demand, and to change the game with unique solutions and services.
From North America Centric to Global — The second shift in our strategy aims to transform the business into a truly global organization. Herman Miller has a solid existing customer base, but we see fantastic opportunity in emerging markets with supportive demographics. We’re positioning ourselves to take maximum advantage of these shifts.
From The Office to Everywhere — We describe the third fundamental strategic shift as moving from the office to everywhere. Herman Miller envisions continued leadership and viability in the contract furniture industry, but also sees distinct targeted opportunities through focused market segmentation. We envision a total offering for customers to enable “a lifestyle of purpose.”
From Industry brand to Industry + Consumer brand — The fourth shift in our strategy involves our ambition to expand the connection of our powerful brand more directly with the consumers of our products. With a legacy of decades of design leadership, Herman Miller is a brand that people desire and want to know. We envision a business that harnesses our brand vision to pull consumers to us.

We ultimately aspire to create a lifestyle brand, and we intend to grow in targeted ways. First, we will invest in areas that increase our addressable markets across focused customer segments (such as healthcare, education, small and medium business, and consumer). Second, we will expand into emerging geographic markets that offer growth potential based upon their supportive demographics. Third, we will continue to invest in innovative products, which has been a hallmark of our success for many years. And finally, we will grow through targeted acquisitions.

Industry Analysis
The Business and Institutional Furniture Manufacturer's Association (BIFMA) is the trade association for the U.S. domestic office furniture industry. The company monitors the trade statistics reported by BIFMA and considers them an indicator of industry-wide sales and order performance. BIFMA publishes statistical data for the contract segment and the office supply segment within the U.S. furniture market. The U.S. contract segment relates primarily to large to mid-size corporations installed via a network of dealers. The office supply segment relates primarily to smaller customers via wholesalers and retailers. The company primarily participates, and is a leader in, the contract segment. The company's diversification strategy lessens our dependence on the U.S. office furniture market.

The company also analyzes BIFMA statistical information as a benchmark comparison against the performance of the domestic U.S. business and also to that of competitors. The timing of large project-based business may affect comparisons to this data in any one period. Finally, BIFMA regularly provides its members with industry forecast information, which the company uses internally as one of several considerations in its short and long-range planning process.

Looking forward, the general economic outlook for our industry in the U.S. is expected to be positive. BIFMA issued its most recent report in May 2014, which forecasts that the growth rate of office furniture orders in the U.S. will be 4.9 percent and 9.5 percent in calendar 2014 and 2015, respectively, while the growth rate of shipments will be 4.8 percent and 8.8 percent for calendar 2014 and 2015, respectively. This forecasted growth is based on an improvement in the U.S. economy, primarily driven by an improvement in employment and non-residential construction.

- 17-



Discussion of Business Conditions
We finished fiscal 2014 with net sales of $1,882.0 million, which is an increase of 6.0 percent from fiscal 2013. The largest contributor to the growth in sales during the year was the recent acquisition of Maharam, which continues to prove its strategic value and operational excellence. Compared to the prior fiscal year, Maharam provided additional sales of approximately $96.5 million to our fiscal 2014 results. In addition to the integration and strong performance of Maharam, we made significant progress in a number of other important areas, including acquiring the manufacturing capabilities of POSH - our Chinese affiliate, continuing to build momentum on our Living Office initiative, and completing our plan to reduce balance sheet volatility by restructuring our retirement plans.

This year marked an important strategic step in expanding our international market coverage and fulfillment capability by completing the acquisition of a manufacturing and distribution operation in Dongguan, China. Going forward, this provides us with expanded operational capabilities and an established workforce of more than 850 employees to serve China and greater Asia. We also furthered our shift to solution-centered environments through the advancement of our Living Office initiative. At NeoCon, we displayed our Living Office, earning the International Interior Design Association’s award for best large showroom. We also contributed approximately $48.8 million in order to complete the termination of our domestic defined benefit pension plan, improving the health of our balance sheet and giving us greater control and visibility of retirement plan costs to make further strategic investments and return more cash to our shareholders. To that end, we increased our quarterly shareholder dividend by 12% to $0.14 per share during the third quarter of fiscal 2014. This represented the third such action in the past two years, over which time we’ve raised the dividend payout by more than 500%. In spite of the increased spending related to the strategic initiative surrounding the pension termination, we delivered solid cash flows from operations of $90.1 million for fiscal 2014.

The results for fiscal 2014 reflect restructuring and impairment charges of $26.5 million. Of this amount, $21.4 million related to the impairment of intangible asset values associated with our Nemschoff and POSH trade names. This partial write-down of asset carrying values was required based upon our assessment of forecasted sales and earnings performance for these businesses - both of which continue to grow and contribute profits, though not to levels initially forecasted at their respective acquisition dates. It is important to note that the purchase consideration for both the POSH and Nemschoff acquisitions included forms of contingent consideration that decreased in value significantly, subsequent to their respective acquisition dates. This resulted in net purchase consideration that was markedly lower than the initial purchase accounting would have indicated for both POSH and Nemschoff. In short, the impairment expenses were largely offset by cumulative life-to-date reductions in the amounts potentially owed under the contingent consideration provisions.

Our North American Furniture Solutions segment continued to experience headwinds from reductions in U.S. federal government spending, as fiscal 2014 sales were lower than fiscal 2013 sales by approximately $12.0 million. However, U.S. federal government orders for the third and fourth quarters both showed year over year improvements, which was clearly a welcome sign to the business.

ELA Furniture Solutions experienced mixed demand in its markets, with strong sales in Europe, particularly the United Kingdom (U.K.), as well as Latin America. This was partially offset by lagging sales in the Asia Pacific region. Overall, we are generally encouraged by the improving fundamentals in Europe and parts of Asia, as well as the opportunities that we are seeing in Mexico and greater Latin America.

Our Specialty and Consumer segment posted solid sales growth this fiscal year, driven principally by Maharam. However, sales for the segment grew organically as well, through the continued growth of Herman Miller Collection and our consumer focused business, which sells through independent retail distributors and our own e-commerce platforms. The investments we've made in the continued development of our channels to market, including the investment in our online marketing and fulfillment capabilities, have been a primary factor in this growth.

Subsequent to the end of the fiscal year, we made a significant move in expanding our reach into the consumer market with the acquisition of Design Within Reach, Inc. The transaction closed on July 28, 2014 and additional information is available in Note 18 to the Consolidated Financial Statements.

As we head into fiscal year 2015, there are a number of encouraging signs within the macroeconomic environment of the business. In North America, we are encouraged by what continues to be a generally improving economic backdrop that is highlighted by healthy service sector employment levels, stabilizing U.S. federal government demand, positive trends in non-residential construction, and an improvement in the AIA Architecture Billings Index. Internationally the picture also appears to be improving, with more encouraging signals from the UK and Europe and greater stability in parts of Asia. Of course there are still areas of concern, particularly given the unfolding geopolitical events in the Ukraine and more recently the Middle East. In total, however, we appear to be in a period of improving industry dynamics and are optimistic about the overall direction and momentum of the business.

- 18-



Reconciliation of Non-GAAP Financial Measures
This report contains Adjusted operating earnings measures and Adjusted earnings per share diluted that are Non-GAAP financial measures. Adjusted operating earnings and Adjusted earnings per share diluted are calculated by excluding from Operating earnings and Earnings per share diluted items that we believe are not indicative of our ongoing operating performance. Such items consist of the following:
Expenses associated with restructuring actions taken to adjust our cost structure to the current business climate
Transition-related expenses, including amortization and settlement expenses, relating to defined benefit pension plans that we have terminated
Increases in cost of sales related to the fair value step-up of inventories acquired
Non-cash impairment expenses, and
Changes in contingent consideration

We present Adjusted operating earnings and Adjusted earnings per share diluted because we consider them to be important supplemental measures of our performance and believe them to be useful in analyzing ongoing results from operations. Adjusted operating earnings and Adjusted earnings per share diluted are not measurements of our financial performance under GAAP and should not be considered an alternative to Operating earnings (loss) and Earnings (loss) per share diluted under GAAP. Adjusted operating earnings and Adjusted earnings per share diluted have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, in evaluating Adjusted operating earnings and Adjusted earnings per share diluted, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted operating earnings and Adjusted earnings per share diluted should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing prominence of our GAAP results and using Adjusted operating earnings and Adjusted earnings per share diluted only as a supplement.

The following table reconciles Operating earnings (loss) to Adjusted operating earnings for the years indicated.
 
Fiscal Year Ended
(Dollars In millions)
May 31, 2014
June 1, 2013
Operating earnings (loss)
$
(25.7
)
$
114.9

Percentage of net sales
(1.4
)%
6.5
%
Add: Restructuring and impairment expense
26.5

1.2

Add: Inventory step-up
1.4


Add: Legacy pension expenses (1)
164.4

28.2

Less: POSH contingent consideration
(2.6
)

Adjusted operating earnings
$
164.0

$
144.3

Percentage of net sales
8.7
 %
8.1
%

The following table reconciles Earnings (loss) per share diluted to Adjusted earnings per share diluted for the years indicated.
 
Fiscal Year Ended
 
May 31, 2014
June 1, 2013
Earnings (loss) per share – diluted
$
(0.37
)
$
1.16

Add: Restructuring and impairment expense
0.32

0.01

Add: Inventory step-up
0.01


Add: Legacy pension expenses (1)
1.76

0.30

Less: POSH contingent consideration
(0.04
)

Adjusted earnings per share – diluted
$
1.68

$
1.47


(1) At the end of fiscal 2012, the company modified the asset allocations strategy of its U.S. defined benefit pension plans. This change was made in response to the decision to close and ultimately terminate these plans. Legacy pension expenses are included as an adjustment to Operating earnings (loss) and Earnings (loss) per share – diluted only in periods subsequent to this change in allocation.


- 19-



Financial Results
The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated.
(Dollars In millions)
 
Fiscal 2014
 
% Change from 2013
 
Fiscal 2013
 
% Change from 2012
 
Fiscal 2012
52 weeks
 
 
52 weeks
 
 
53 weeks
Net sales
$
1,882.0

 
6.0
 %
 
$
1,774.9

 
2.9
 %
 
$
1,724.1

Cost of sales
1,251.0

 
7.0
 %
 
1,169.7

 
3.2
 %
 
1,133.5

Gross margin
631.0

 
4.3
 %
 
605.2

 
2.5
 %
 
590.6

Operating expenses
656.7

 
33.9
 %
 
490.3

 
8.2
 %
 
453.0

Operating earnings (loss)
(25.7
)
 
(122.4
)%
 
114.9

 
(16.5
)%
 
137.6

Net other expenses
17.7

 
 %
 
17.7

 
(2.2
)%
 
18.1

Earnings (loss) before income taxes
(43.4
)
 
(144.7
)%
 
97.2

 
(18.7
)%
 
119.5

Income tax expense (benefit)
(21.2
)
 
(173.4
)%
 
28.9

 
(34.8
)%
 
44.3

Equity income (loss) from nonconsolidated affiliates, net of tax
0.1

 
200.0
 %
 
(0.1
)
 
 %
 

Net earnings (loss)
$
(22.1
)
 
(132.4
)%
 
$
68.2

 
(9.3
)%
 
$
75.2


The following table presents, for the periods indicated, the components of the company's Consolidated Statements of Comprehensive Income as a percentage of net sales.
 
Fiscal 2014
 
Fiscal 2013
 
Fiscal 2012
Net sales
100.0
 %
 
100.0
%
 
100.0
%
Cost of sales
66.5

 
65.9

 
65.7

Gross margin
33.5

 
34.1

 
34.3

Selling, general, and administrative expenses
30.0

 
24.2

 
22.9

Restructuring and impairment expenses
1.4

 
0.1

 
0.3

Design and research expenses
3.5

 
3.4

 
3.1

Total operating expenses
34.9

 
27.6

 
26.3

Operating earnings (loss)
(1.4
)
 
6.5

 
8.0

Net other expenses
0.9

 
1.0

 
1.0

Earnings (loss) before income taxes
(2.3
)
 
5.5

 
6.9

Income tax expense (benefit)
(1.1
)
 
1.6

 
2.6

Net earnings (loss)
(1.2
)
 
3.8

 
4.4


Net Sales, Orders, and Backlog - Fiscal 2014 Compared to Fiscal 2013
For the fiscal year ended May 31, 2014, consolidated net sales increased $107.1 million to $1,882.0 million from $1,774.9 million for the fiscal year ended June 1, 2013. The acquisition of Maharam Fabric Corporation (Maharam) increased net sales by approximately $96.5 million versus the prior fiscal year. The impact of dealer divestitures throughout fiscal 2014 had the effect of reducing sales approximately $25.6 million compared to fiscal 2013. The overall impact of foreign currency changes for the fiscal year was to decrease net sales by approximately $8.9 million. The company has also experienced a $12 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2013. The impact of net changes in pricing is estimated to have had a $10.5 million increase on net sales during fiscal 2014. The remaining increase compared to fiscal 2013 was driven by increased volumes. The increase in volumes was not driven by any single factor, but rather, was due mainly to an improvement in general economic factors, primarily in the North America and ELA business segments.


- 20-



The following table presents the quantification of the changes in net sales from fiscal 2013 to fiscal 2014.
(In millions)
 
Fiscal 2013 Net sales
$
1,774.9

Maharam acquisition
96.5

Dealer divestitures
(25.6
)
Impact from foreign currency
(8.9
)
Net changes in pricing
10.5

U.S. federal government volumes
(12.0
)
Change in sales - general
46.6

Fiscal 2014 Net sales
$
1,882.0


Consolidated net trade orders for fiscal 2014 totaled $1,917.7 million compared to $1,771.6 million in fiscal 2013, an increase of 8.2 percent. Order rates began the year at a steady pace with orders averaging approximately $36 million per week for the first quarter and $39 million per week for the second quarter. For the third quarter, weekly order rates decreased back down to average approximately $36 million per week, which is consistent with the company's typical seasonal slowdown. The fourth quarter finished the year with average weekly order rates increasing to approximately $37 million. The weekly order pacing in the third quarter and the fourth quarter of fiscal 2014 was impacted by the price increase that was announced during the third quarter. This caused approximately $22 million of orders that otherwise would have been entered in the fourth quarter, to be entered in the third quarter. When adjusting for this impact, the weekly pacing of orders for the third quarter and fourth quarter was $34 million per week and $39 million per week, respectively. The overall impact of foreign currency changes for the fiscal year decreased net orders by approximately $9.6 million.

Our backlog of unfilled orders at the end of fiscal 2014 totaled $306.4 million, a 11.7 percent increase from the $274.4 million of backlog at the end of fiscal 2013.

BIFMA reported an estimated year-over-year increase in U.S. office furniture shipments of approximately 1.2 percent for the twelve-month period ended May 2014. By comparison, the net sales increased for the company's domestic U.S. business by approximately 3.0 percent. The company believes that while comparisons to BIFMA are important, the company continues to pursue a strategy of revenue diversification that makes us less reliant on the drivers that impact BIFMA.

Net Sales, Orders, and Backlog - Fiscal 2013 Compared to Fiscal 2012
For the fiscal year ended June 1, 2013, consolidated net sales increased 2.9 percent to $1,774.9 million from $1,724.1 million for the fiscal year ended June 2, 2012. The acquisitions of Maharam on April 29, 2013 and Sun Hing POSH Holdings Limited (POSH) on April 3, 2012 increased fiscal 2013 net sales approximately $56.6 million. The impact of dealer divestitures in the second quarter of fiscal 2012 and the third quarter of fiscal 2013 had the effect of reducing sales approximately $10 million compared to fiscal 2012. The overall impact of foreign currency changes for the fiscal year was to decrease net sales by approximately $8 million. The year ended June 2, 2012 contained 53 weeks. An extra week in the company's fiscal year is required approximately every six years in order to realign its fiscal calendar-end dates with the actual calendar months. The additional week in Fiscal 2012 is estimated to have increased net sales $32 million. The company also experienced a $50 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2012. The impact of net changes in pricing is estimated to have had a $5.0 million increase on net sales during fiscal 2013. The remaining increase compared to fiscal 2012 was driven by increased volumes. The increase in volumes was not driven by any single factor, but rather, was generally attributable to overall improvements in the economic environment in which the company operates, primarily in North America as these increases were attributable to the North American Furniture Solutions and Specialty and Consumer reportable segments.


- 21-



The following table presents the quantification of the changes in net sales from fiscal 2012 to fiscal 2013.
(In millions)
 
Fiscal 2012 Net sales
$
1,724.1

Acquisitions and divestitures
 
Maharam acquisition
10.6

POSH acquisition
46.0

Dealer divestitures
(10.0
)
Impact from foreign currency
(8.0
)
Net changes in pricing
5.0

Extra week in fiscal 2012
(32.0
)
U.S. federal government volumes
(50.0
)
Change in sales - general
89.2

Fiscal 2013 Net sales
$
1,774.9


Consolidated net trade orders for fiscal 2013 totaled $1,771.6 million compared to $1,725.7 million in fiscal 2012, an increase of 2.7 percent. Order rates began the year at a steady pace with orders averaging approximately $36 million per week through the second quarter. The third quarter weekly order rates averaged approximately $29 million per week, which is consistent with the company's typical seasonal slowdown. The fourth quarter finished the year with average weekly order rates increasing to approximately $35 million. The overall impact of foreign currency changes for the fiscal year decreased net orders by approximately $8.4 million.

Our backlog of unfilled orders at the end of fiscal 2013 totaled $274.4 million, a 1.3 percent decrease from the $278.0 million of backlog at the end of fiscal 2012.

BIFMA reported an estimated year-over-year decrease in U.S. office furniture shipments of approximately 0.6 percent for the twelve-month period ended May 2013. By comparison, the net sales increased for the company's domestic U.S. business by approximately 0.8 percent. The company believes that while comparisons to BIFMA are important, the company continues to pursue a strategy of revenue diversification that makes us less reliant on the drivers that impact BIFMA.

Gross Margin - Fiscal 2014 Compared to Fiscal 2013
Fiscal 2014 gross margin as a percentage of sales was 33.5 percent, which is a decrease of 60 basis points from the fiscal 2013 level. Gross margin in 2014 was reduced by 250 basis points due to the termination of the company's primary domestic defined benefit pension plan. The total fiscal 2014 expense included within gross margin related to the terminated plan was $51.3 million. Of this expense, $49.3 million was settlement expense related to the termination of the plan.

The decrease in gross margin from incremental pension expenses was offset by increases related to the acquisition of Maharam (100 basis points), the benefit captured from price increases - net of incremental discounting (40 basis points), and the impact of in-sourcing (60 basis points).

The following table presents, for the periods indicated, the components of the company's cost of sales as a percentage of net sales.
Fiscal Year Ended
May 31, 2014
 
June 1, 2013
 
Change
Direct materials
41.3
%
 
42.7
%
 
(1.4
)%
Direct labor
6.4

 
6.4

 

Manufacturing overhead
 
 
 
 
 
Manufacturing overhead - excluding legacy pension
10.1

 
10.6

 
(0.5
)
Legacy pension impact on manufacturing overhead
2.7

 
0.2

 
2.5

Total manufacturing overhead
12.8


10.8

 
2.0

Freight and distribution
6.0

 
6.0

 

Cost of sales
66.5
%
 
65.9
%
 
0.6
 %

Direct material costs as a percent of net sales for fiscal 2014 decreased 140 basis points as compared to fiscal 2013. The favorable impact related to product in-sourcing, price increases - net of incremental discounting, commodity pricing, and the acquisition of Maharam, had the

- 22-



effect of improving the direct material cost percentage by 60 basis points, 20 basis points, 10 basis points, and 10 basis points, respectively. The remaining decrease is related to favorable impact of changes in the product and channel mix compared to the prior year.

Direct labor was 6.4 percent of net sales for fiscal 2014, unchanged from the prior year. The direct labor costs as a percentage of net sales was impacted by a 30 point basis point decrease related to the acquisition of Maharam, offset by the overall unfavorable impact of product mix.

Manufacturing overhead was 12.8 percent of net sales for fiscal 2014, an increase of 200 basis points from the prior year. Overhead costs in fiscal 2014 included the impact of the previously mentioned pension termination, which drove an increase in overhead costs of $47.2 million or 250 basis points. This increase was offset by a 50 basis point decrease related to the acquisition of Maharam.

Freight and distribution expenses, as a percentage of sales, was 6.0 percent for fiscal 2014 and were flat compared to the prior year.

Gross Margin - Fiscal 2013 Compared to Fiscal 2012
Fiscal 2013 gross margin as a percentage of sales was 34.1 percent which is a decrease of 20 basis points from the fiscal 2012 level. The benefit captured from price increases net of incremental discounting had the affect of increasing gross margin by approximately 30 basis points. This benefit drove an increase in net sales of approximately $5 million during fiscal 2013 relative to the prior year period. An improvement in pricing net of incremental discounting increases net sales relative to prior periods. This has the effect of decreasing the components of the Consolidated Statements of Comprehensive Income as a percentage of net sales.

The following table presents, for the periods indicated, the components of the company's cost of sales as a percentage of net sales.
Fiscal Year Ended
June 1, 2013
 
June 2, 2012
 
Change
Direct materials
42.7
%
 
42.2
%
 
0.5
 %
Direct labor
6.4

 
6.6

 
(0.2
)
Manufacturing overhead
10.8

 
10.9

 
(0.1
)
Freight and distribution
6.0

 
6.0

 

Cost of sales
65.9
%
 
65.7
%
 
0.2
 %

Direct material costs as a percent of net sales increased 50 basis points as compared to fiscal 2012. The material costs as a percent of net sales was impacted by approximately a 30 basis point increase related to the acquisition of POSH. Offsetting this increase were favorable impacts from lower commodity costs of 30 basis points. The remaining increase is related to unfavorable impact of changes in the product and channel mix compared to the prior year.

Direct labor was 6.4 percent of net sales for fiscal 2013, a decrease of 20 basis points from the prior year. The decrease is primarily related to a change in product mix compared to fiscal 2012.

Manufacturing overhead was 10.8 percent of net sales for fiscal 2013; decreasing 10 basis points from the prior year. Overhead costs in fiscal 2013 included approximately $4.1 million of legacy pension expenses related to the transition from (and planned termination of) the domestic defined benefit pension plans, accounting for a 20 basis point increase in overhead as a percent of net sales. Overhead costs as a percent of net sales were also increased by approximately 10 basis points due to higher employee incentive costs. The remaining change in was primarily related to a change in product mix compared to fiscal 2012.

Freight and distribution expenses, as a percentage of sales, was 6.0 percent for fiscal 2013 and were flat compared to the prior year.

Operating Expenses - Fiscal 2014 Compared to Fiscal 2013
Operating expenses in fiscal 2014 were $656.7 million, or 34.9 percent of net sales, which compares to $490.3 million, or 27.6 percent of net sales in fiscal 2013. The increase in operating expenses primarily relates to legacy pension expenses of $89.0 million. The acquisition of Maharam contributed an additional $48.2 million of operating expenses. The impact of dealer divestitures had the effect of reducing operating expenses approximately $7.9 million compared to fiscal 2013. In addition, design and research expenses increased $4.0 million. Warranty expenses for the year were lower by approximately $3.2 million, primarily due to lower customer specific claims. The company recorded approximately $4.3 million more employee incentive expenses during fiscal 2014 compared to the prior year period. Also, operating expenses were impacted favorably in the current year by the reduction of contingent consideration from the acquisition of POSH in the amount of $2.6 million. The remaining change was due to net increases in various other operating expenses compared to the prior year period.

Year-over-year changes in currency exchange rates, associated with the company's international operations, decreased operating expenses by an estimated $2.3 million.

- 23-




Design and research costs included in total operating expenses for fiscal 2014 were $65.9 million, or 3.5 percent of net sales, compared to fiscal 2013 expenses of $59.9 million, or 3.4 percent of net sales. This increase was primarily driven by the company's increased investment in various projects. Royalty payments for the company products, which are included within design and research costs, totaled $12.0 million and $11.6 million in fiscal years 2014 and 2013, respectively.

Restructuring and Impairment - Fiscal 2014 and Fiscal 2013
Restructuring and impairment charges increased $25.3 million from fiscal 2013 to fiscal 2014 to $26.5 million. Restructuring and impairment expenses included $1.1 million related to restructuring actions taken to improve the efficiency of the North American sales and distribution channel and Geiger manufacturing operations, $21.4 million in impairment expenses related to the impairment of the POSH and Nemschoff trade names, and $4.0 million related to the impairment of property in Ningbo, China. The company incurred $1.2 million of restructuring expenses in fiscal 2013, all of which related to its 2012 Plan. The 2012 Plan represents the restructuring actions initiated in fiscal 2012 to consolidate the Nemschoff manufacturing operations in Sheboygan, Wisconsin with the closure of the Sioux City, Iowa seating plant. These restructuring expenses consisted of $0.3 million related to severance and the $0.9 million related to building exit costs.

During fiscal 2012, the company incurred restructuring expense of $1.6 million of which $0.2 million related to severance and $1.4 million related to impairment of building and equipment. In addition, the company recorded impairment of $3.8 million for the indefinite-lived intangible assets related to two healthcare trade names that were terminated during the fourth quarter of fiscal 2012. The impairment was the result of the company’s strategy to reduce its portfolio of healthcare brands and begin marketing the related products under the Nemschoff trade name.
The restructuring liabilities of $0.4 million and $0.2 million for fiscal years 2014 and 2013, respectively, are included in, "Accrued liabilities" within the Consolidated Balance Sheet.

See Note 16 of the Consolidated Financial Statements for additional information on restructuring and impairment expenses.

The following table presents the quantification of the changes in total operating expenses from fiscal 2013 to fiscal 2014.
(In millions)
 
Fiscal 2013 Operating expenses
$
490.3

Selling, general & administrative change
 
Acquisitions and divestitures
 
Maharam acquisition
48.2

Dealer divestitures
(7.9
)
Contingent consideration change
(2.6
)
Legacy pension expenses
89.0

Warranty
(3.2
)
Marketing and selling
(0.3
)
Employee incentive costs
4.3

Impact from foreign currency
(2.3
)
Other
11.9

Restructuring and impairment change
25.3

Design and research change
4.0

Fiscal 2014 Operating expenses
$
656.7


Operating Expenses - Fiscal 2013 Compared to Fiscal 2012
Operating expenses in fiscal 2013 were $490.3 million, or 27.6 percent of net sales, which compares to $453.0 million, or 26.3 percent of net sales in fiscal 2012. The company experienced a year-over-year increase in operating expense dollars of $37.3 million, and a 130 basis point increase to operating expenses as a percentage of net sales. The increase in operating expenses primarily relates to the legacy pension expenses of $24.1 million. The acquisitions of POSH and Maharam contributed an additional $7.0 million and $4.7 million of operating expenses, respectively. The impact of dealer divestitures had the effect of reducing operating expenses approximately $4.5 million compared to fiscal 2012. In addition, design and research expenses increased $7.2 million. Fiscal 2012 also included an extra week of operations, which drove approximately $3 million in additional compensation expense compared to fiscal 2013. Warranty expenses for the year were lower by approximately $6 million, primarily due to lower customer specific claims and changes in estimate in the prior year related to higher warranty claims loss experience which drove additional expense of approximately $5 million in fiscal 2012. The company recorded

- 24-



approximately $3 million more employee incentive expense during fiscal 2013 compared to the prior year period. The remaining change was due to net increases in various other operating expenses compared to the prior year period.

Year-over-year changes in currency exchange rates, associated with the company's international operations, decreased operating expenses by an estimated $2 million.

Design and research costs included in total operating expenses for fiscal 2013 was $59.9 million, or 3.4 percent of net sales, compared to fiscal 2012 expenses of $52.7 million, or 3.1 percent of net sales. This increase was primarily driven by the company's increased investment in various projects. Royalty payments for the company products, which are included within design and research costs, totaled $11.6 million and $11.7 million in fiscal years 2013 and 2012, respectively.

The following table presents the quantification of the changes in total operating expenses from fiscal 2012 to fiscal 2013.
(In millions)
 
Fiscal 2012 Operating expenses
$
453.0

Selling, general & administrative change
 
Acquisitions and divestitures
 
Maharam acquisition
4.7

POSH acquisition
7.0

Dealer divestitures
(4.5
)
Legacy pension expenses
24.1

Warranty
(6.0
)
Marketing and selling
3.5

Employee incentive costs
3.0

Impact from foreign currency
(2.0
)
Extra week in fiscal 2012
(3.0
)
Other
7.5

Restructuring and impairment change
(4.2
)
Design and research change
7.2

Fiscal 2013 Operating expenses
$
490.3


Operating Earnings (Loss)
In fiscal 2014, the company generated an operating loss of $25.7 million, a decrease of $140.6 million from fiscal 2013 operating earnings of $114.9 million. This decrease was attributable to legacy pension expenses of $164.4 million and restructuring and impairment expenses of $26.5 million. The fiscal 2013 operating earnings of $114.9 million represented a 16.5 percent decrease from fiscal 2012 operating earnings of $137.6 million. This decrease was driven by legacy pension costs of $28.2 million.

Other Expenses and Income
Net other expenses were flat in fiscal 2014 as compared to fiscal 2013, totaling $17.7 million for each year. For fiscal 2012, net other expenses were $18.1 million. The decrease in net other expenses in fiscal 2013 as compared to fiscal 2012 was primarily related to an increase in investment income during fiscal 2013.

Income Taxes
The company's effective tax rate was 48.9 percent in fiscal 2014 versus 28.9 percent in fiscal 2013 and 37.1 percent in fiscal 2012. The effective tax rate in fiscal 2014 was above the statutory rate of 35 percent, primarily due to a shift in the relative mix of income and loss between the taxing jurisdictions. This change in mix was driven primarily by legacy pension expenses recorded in fiscal 2014.

The effective tax rate in fiscal 2013 was below the statutory rate of 35 percent, primarily due to the domestic U.S. manufacturing deduction and international tax rate differential. The effective tax rate in fiscal 2012 was above the statutory rate of 35 percent, primarily due to a lower than anticipated manufacturing deduction, non-deductible expenses associated with contingent purchase consideration, and other adjustments required to reconcile income tax expense with the tax return of a foreign subsidiary.

For further information regarding income taxes, refer to Note 10 of the Consolidated Financial Statements.

- 25-




Net Earnings (Loss); Earnings (Loss) per Share
In fiscal 2014, fiscal 2013, and fiscal 2012, we generated a net loss of $22.1 million, net earnings of $68.2 million, and net earnings of $75.2 million, respectively. In fiscal 2014, diluted loss per share was $(0.37), while diluted earnings per share in fiscal 2013 were $1.16 and $1.29 in fiscal 2012.

Discussion of Segments - Fiscal 2014 Compared to Fiscal 2013
North America
Net sales within the North American Furniture Solutions (North America) reportable segment decreased to $1,216.3 million in fiscal 2014, a decrease of $5.6 million from fiscal 2013 net sales of $1,221.9 million. The impact of dealer divestitures in fiscal 2014 had the effect of reducing sales approximately $25.6 million compared to fiscal 2013. The impact of foreign currency changes was to decrease fiscal 2014 net sales for North America by approximately $5.2 million. The impact of changes in pricing, net of discounting, is estimated to have had a $7.9 million increase on net sales during fiscal 2014 over the prior year. The segment has also experienced a $12.0 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2013. The remaining change in net sales was due to an increase in unit volumes during fiscal 2014.

Operating losses for North America in fiscal 2014 were $27.0 million, a $103.6 million decrease from fiscal 2013. The decrease is attributable to the legacy pension expenses of $123.9 million. The impact of dealer divestitures had the effect of decreasing operating earnings approximately $0.9 million compared to fiscal 2013. Warranty expenses were lower by $3 million for fiscal 2014 due to lower customer specific claims. North America also had approximately $7.0 million in additional employee incentive expense during fiscal 2014 compared to the prior year. The impact of foreign currency changes decreased fiscal 2014 operating earnings for North America by approximately $3.6 million. The remaining change in operating earnings was driven by improvements in gross margin, which was primarily attributable to in-sourcing initiatives.

EMEA, Latin America, and Asia Pacific (ELA)
Net sales in th ELA Furniture Solutions (ELA) reportable segment increased 3.9 percent, or $14.9 million, in fiscal 2014. The impact of foreign currency changes was a decrease to fiscal 2014 net sales for ELA by approximately $3.5 million. The impact of changes in pricing, net of discounting, is estimated to have had a $0.3 million increase on net sales during fiscal 2014 over the prior year. The remaining change in net sales was due to changes in unit volumes during fiscal 2014.

Operating earnings within ELA were 5.9 percent of net sales for the segment in fiscal year 2014, compared to 6.5 percent in fiscal 2013, a decrease of $1.6 million from fiscal 2013. The impact of foreign currency changes decreased fiscal 2014 operating earnings for ELA by approximately $2.8 million. This was partially offset by a decrease in marketing and selling costs in fiscal 2014.

Specialty and Consumer
Net sales within the Specialty and Consumer reportable segment increased 55.7 percent compared to fiscal 2013. The acquisition of Maharam in the fourth quarter of fiscal 2013 contributed an additional $96.5 million of net sales in fiscal 2014. The impact changes in pricing, net of discounting, is estimated to have had a $2.3 million increase on net sales during fiscal 2014 over the prior year. The remaining change was due to a decrease in unit volumes during fiscal 2014.

Operating earnings within Specialty and Consumer totaled $4.6 million for the year, or 1.7 percent of net sales, a decrease of $10.8 million from fiscal 2013. The decrease was driven principally by increased legacy pension expenses of $16.0 million, offset by an increase in operating earnings from Maharam of $4.2 million.

Discussion of Segments - Fiscal 2013 Compared to Fiscal 2012
North America
Net sales within the North American Furniture Solutions (North America) reportable segment increased $3.4 million to $1,221.9 million in fiscal 2013, a 0.3 percent increase from fiscal 2012. The impact of dealer divestitures in the second quarter of fiscal 2012 and the third quarter of fiscal 2013 had the effect of reducing sales approximately $10 million compared to fiscal 2012. The impact of foreign currency changes was to decrease fiscal 2013 net sales for North America by approximately $0.5 million. The impact of net changes in pricing is estimated to have had a $6 million increase on net sales during fiscal 2013 over the prior year. The additional week in fiscal 2012 is estimated to have increased net sales $23 million in fiscal 2012. The company has also experienced a $50 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2012. The remaining change in net sales was due to an increase in unit volumes during fiscal 2013.

Operating earnings for North America in fiscal 2013 were 6.3 percent of net sales, a $20.3 million decrease from fiscal 2012. The decrease is attributable to the legacy pension expenses of $26.5 million. The extra week of operations had the effect of decreasing operating earnings in fiscal 2013 by approximately $1.8 million. The impact of dealer divestitures had the effect of increasing operating earnings approximately $3 million compared to fiscal 2012. Warranty expenses were lower by $6.0 million for fiscal 2013 due to lower customer specific claims and changes in estimates in the prior year related to higher warranty claims loss experience which drove additional expense of approximately $5 million in

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fiscal 2012. North America also had approximately $5.0 million in additional employee incentive expense during fiscal 2013 compared to the prior year. The impact of foreign currency changes increased fiscal 2013 operating earnings for North America by approximately $1.0 million. The remaining change in operating earnings as a percent of net sales in the current fiscal year is primarily driven by the ability to spread fixed manufacturing, sales and other costs over increased net sales.

EMEA, Latin America, and Asia Pacific (ELA)
Net sales in the ELA Furniture Solutions (ELA) reportable segment increased 8.6 percent, or $30.0 million, in fiscal 2013. The extra week of operations contributed approximately $6 million towards the fiscal 2012 net sales. Additionally, the acquisition of POSH in the fourth quarter of fiscal 2012 contributed an additional $46 million to net sales in fiscal 2013. The impact of foreign currency changes was to decrease fiscal 2013 net sales for ELA by approximately $7.5 million. The impact of net changes in pricing is estimated to have had a $1.5 million decrease on net sales during fiscal 2013 over the prior year. The remaining change in net sales was due to changes in unit volumes during fiscal 2013.

Operating earnings within ELA represents 6.5 percent of net sales for fiscal year 2013, a decrease of $7.4 million from fiscal 2012. The acquisition of POSH contributed an additional $4.0 million of operating earnings to fiscal 2013. The increase from POSH was more than offset by increased marketing and selling costs of $3.0 million, the impact of foreign currency changes of $4.0 million, the impact of the extra week in fiscal 2012 of $0.6 million, and declining leverage.

Specialty and Consumer
Net sales within the Specialty and Consumer reportable segment increased 11.0 percent compared to fiscal 2012. The acquisition of Maharam in the fourth quarter of fiscal 2013 contributed an additional $10.6 million of net sales in fiscal 2013. The remaining increase was due to increased volumes which was partially offset by the impact of the extra week of operations in fiscal 2012 which is estimated to have increased net sales $3.0 million.

Operating earnings within Specialty and Consumer totaled $15.4 million for fiscal 2013, or 8.8 percent of net sales. This represents an increase of $0.3 million from fiscal 2012. The extra week of operations had the effect of increasing operating earnings in fiscal 2012 by approximately $0.3 million. Specialty and Consumer also included legacy pension expenses of $1.7 million in fiscal 2013. The remaining increase in operating earnings was driven by the ability to spread fixed manufacturing, sales and other costs over increased volumes.

Liquidity and Capital Resources
The table below presents certain key cash flow and capital highlights for the fiscal years indicated.
 
Fiscal Year Ended
(In millions)
2014
 
2013
 
2012
Cash and cash equivalents, end of period
$
101.5

 
$
82.7

 
$
172.2

Marketable securities, end of period
$
11.1

 
$
10.8

 
$
9.6

Cash generated from operating activities
$
90.1

 
$
136.5

 
$
90.1

Cash used for investing activities
$
(48.2
)
 
$
(209.7
)
 
$
(58.4
)
Cash used for financing activities
$
(22.4
)
 
$
(16.0
)
 
$
(1.6
)
Pension and post-retirement benefit plan contributions (1)
$
(50.2
)
 
$
(4.5
)
 
$
(64.9
)
Capital expenditures
$
(40.8
)
 
$
(50.2
)
 
$
(28.5
)
Stock repurchased and retired
$
(12.7
)
 
$
(3.6
)
 
$
(2.7
)
Interest-bearing debt, end of period (3)
$
250.0

 
$
250.0

 
$
250.0

Available unsecured credit facility, end of period (2) (3)
$
145.1

 
$
142.3

 
$
140.3


(1) Amount shown for fiscal 2014 includes $48.8 million due to the termination of the company’s primary domestic defined benefit pension plan.
(2) Amounts shown are net of outstanding letters of credit, which are applied against the company's unsecured credit facility.
(3) During fiscal 2012 we renegotiated the unsecured revolving credit facility. Refer to Note 5 of the Consolidated Financial Statements for additional information.

Cash Flow — Operating Activities
Cash generated from operating activities in fiscal 2014 totaled $90.1 million compared to $136.5 million generated in the prior year. This represents a decrease of $46.4 million compared to fiscal 2013. This decrease was driven principally by pension contributions of $50.2 million, net of the related tax benefits, primarily related to the termination of the company's primary domestic defined benefit pension plan. The pension contributions during fiscal 2014 were $45.7 million more than the fiscal 2013 contributions of $4.5 million.

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Changes in working capital balances resulted in a $21.2 million use of cash in the current fiscal year compared to a $17.2 million source of cash in the prior year. The use of cash related to changes in working capital balances in fiscal 2014 consisted primarily of an increase in trade receivables of $26.7 million and an increase in net inventories and prepaid expenses of $2.2 million and $3.2 million, respectively. These amounts were partially offset by increases in accounts payable and other accruals of $2.6 million and $8.3 million, respectively.

The $46.4 million increase in cash from operations in fiscal 2013, as compared to fiscal 2012, was driven mainly by less cash contributions to the primary domestic defined benefit pension plan. These cash contributions were $4.5 million for fiscal 2013 and $64.9 million for fiscal 2012.

Changes in working capital balances resulted in a $17.2 million source of cash in fiscal 2013 compared to an $8.8 million source of cash in fiscal 2012. The source of cash related to changes in working capital balances in fiscal 2013 consisted primarily of a decrease in estimated tax payments of $9.5 million and increases in accrued liabilities related to dividends and employee incentive costs of $6.0 million and $12.5 million, respectively. These amounts were partially offset by increases in trade receivables and inventories of $7.7 million and $4.6 million, respectively. The source of cash related to changes in working capital balances in fiscal 2012 consisted primarily of decreases in trade receivables of $17.5 million, prepaids of $2.7 million, an increase in trade payables of $4.8 million and an increase in accrued warranty of $5.3 million. These amounts were partially offset by decreases in accrued compensation and other accruals of $20.1 million and $1.4 million, respectively.

Collections of accounts receivable remained strong throughout fiscal 2014, and the company's recorded accounts receivable allowances at the end of the year are believed to be adequate to cover the risk of potential bad debts. Allowances for non-collectible accounts receivable, as a percent of gross accounts receivable, totaled 1.9 percent, 2.4 percent, and 2.7 percent at the end of fiscal years 2014, 2013, and 2012, respectively.

Cash Flow — Investing Activities
Capital expenditures totaled $40.8 million, $50.2 million and $28.5 million in fiscal 2014, 2013 and 2012, respectively. Outstanding commitments for future capital purchases at the end of fiscal 2014 were approximately $12.7 million. The company expects capital spending in fiscal 2015 to be between $65 million and $75 million. The expected increase over fiscal 2014 is primarily due to planned investments in the company's manufacturing facilities.

Included in the fiscal 2014, 2013 and 2012 investing activities, are net cash outflows of $6.7 million, $157.5 million and $47.1 million, respectively, related to acquisitions. These amounts relate to the acquisition of certain assets from Dongguan Sun Hing Steel Furniture Factory Ltd (DGSH) in fiscal 2014 in the amount of $6.7 million, the acquisition of Maharam Fabric Corporation (Maharam) in fiscal 2013 in the amount of $155.8 million, and the acquisition of Sun Hing POSH Holdings Limited (POSH) in fiscal 2013 ($1.7 million) and fiscal 2012 ($47.1 million).

Our net marketable securities transactions for fiscal 2014 yielded a $0.3 million use of cash. This compares to a $1.2 million use of cash and a $1.4 million source of cash in fiscal 2013 and fiscal 2012, respectively.

Cash Flow — Financing Activities
 
Fiscal Year Ended
(In millions, except share and per share data)
2014
 
2013
 
2012
Shares acquired
408,391

 
154,917

 
115,012

Cost of shares acquired
$
12.7

 
$
3.6

 
$
2.7

Shares issued
1,040,255

 
461,944

 
442,085

Average cash received per share issued
$
20.00

 
$
15.54

 
$
19.20

Cash dividends paid
$
30.3

 
$
19.1

 
$
5.2


In fiscal 2014, cash used in financing activities increased to $22.4 million, as compared to $16.0 million in fiscal 2013. This was driven principally by an increase in cash outflows from dividends paid and common stock purchased and retired. Dividends paid increased in the current year due to the increase in the quarterly dividend from $0.125 per share to $0.140 per share. Cash paid for the retirement of common stock was $12.7 million in the current as compared to $3.6 million in the prior year. These increased cash outflows were reduced by an increase in cash received for the issuance of shares related to stock-based compensation plans. The company received $20.8 million related to stock-based compensation plans in fiscal 2014 compared to $7.2 million in fiscal 2013.

Cash used in financing activities increased by $14.4 million from fiscal 2012 to fiscal 2013. An increase in the quarterly dividend from $0.090 per share to $0.125 was the main driver of the increase in financing cash outflows during fiscal 2013.

- 28-




Because the company's Series A Senior Notes are due on January 3, 2015, $50 million was reclassified within the Consolidated Balance Sheet from "Long-term debt" to "Current maturities of long-term debt" during fiscal 2014.

During the second quarter of fiscal 2013, the company entered into a revolving line of credit, which provides the company with approximately $5.0 million in revolving variable interest borrowing capacity. The company intends to utilize the revolver, which is denominated in Chinese Renminbi, to meet working capital cash flow needs at its Ningbo, China operations. The uncommitted facility is subject to changes in bank approval and outstanding borrowings bear interest at rates based on a benchmark lending rate as outlined in the agreement. Each draw on the line of credit is subject to a maximum period of one year, and corresponding interest is payable on the maturity date of each draw. As of May 31, 2014, there were no borrowings against this facility.

During the second quarter of fiscal 2012, the company entered into an amendment and restatement of the syndicated revolving line of credit, which provides the company with up to $150 million in revolving variable interest borrowing capacity and includes an "accordion feature" allowing the company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by $75 million. The facility expires in November 2016 and outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, LIBOR, or negotiated rates as outlined in the agreement. Interest is payable periodically throughout the period a borrowing is outstanding. The only usage against the company's unsecured revolving credit facility at the end of fiscal 2014, 2013, and 2012 represented outstanding standby letters of credit totaling $4.9 million, $7.7 million and $9.7 million, respectively.

Interest-bearing debt at the end of fiscal 2014, 2013, and 2012 was $250.0 million. The provisions of the company's private placement notes and unsecured credit facility require the company to adhere to certain covenants and maintain certain performance ratios. The company was in compliance with all such covenants and performance ratios during fiscal 2014.

On July 21, 2014, subsequent to the end of the fiscal year, the company entered into an amendment and restatement of an existing unsecured credit facility which provides the company with up to $250 million in revolving variable interest borrowing capacity and includes an “accordion feature” allowing the company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $125 million. Amounts borrowed under the agreement are subject to variable rates of interest tied to a base rate (either Prime, LIBOR or U.S. Federal Funds) depending on the form of borrowing selected by the company.

At the end of the fourth quarter fiscal 2014, the company had cash and cash equivalents of $101.5 million including foreign cash of $44.1 million. In addition, the company had foreign marketable securities of $11.1 million. The foreign subsidiary holding the company's marketable securities is taxed as a U.S. taxpayer at the company's election; consequently, for tax purposes all U.S tax impacts for this subsidiary have been recorded. The company has no plans to repatriate earnings from foreign subsidiaries in fiscal 2015. The company's intent is to permanently reinvest the remainder of the foreign cash amounts outside the U.S. The company's plans do not demonstrate a need to repatriate these balances to fund U.S. operations. During fiscal 2014, the company did not repatriate any undistributed foreign earnings. During fiscal 2013, the company repatriated $3.0 million of undistributed foreign earnings.

We believe cash on hand, cash generated from operations, and our borrowing capacity will provide adequate liquidity to fund near term and future business operations, capital needs and future dividends, subject to financing availability in the marketplace.

Contingencies
The company leases a facility in the United Kingdom under an agreement that expired in June 2011, and the company is currently leasing the facility on a month to month basis. Under the terms of the lease, the company is required to perform the maintenance and repairs necessary to address the general dilapidation of the facility over the lease term. The ultimate cost of this provision to the company is dependent on a number of factors including, but not limited to, the future use of the facility by the lessor and whether the company chooses and is permitted to renew the lease term. The company has estimated the cost of these maintenance and repairs to be between $0 million and $3 million, depending on the outcome of future plans and negotiations. Based on existing circumstances, it is estimated that these costs will most likely approximate $1.5 million as of May 31, 2014, and was estimated to be $1.3 million as of June 1, 2013. As a result, these amounts have been recorded as a liability reflected under the caption “Accrued Liabilities” for fiscal 2014 and fiscal 2013 in the Consolidated Balance Sheets.

The company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the company's Consolidated Financial Statements.

Basis of Presentation
The company's fiscal year ends on the Saturday closest to May 31. The fiscal years ended May 31, 2014 and June 1, 2013 each contained 52 weeks of operations. Fiscal year ended June 2, 2012 included 53 weeks of operations. This is the basis upon which weekly-average data is presented.


- 29-



Contractual Obligations
Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 5 of the Consolidated Financial Statements. Likewise, further information related to operating leases can be found in Note 6 of the Consolidated Financial Statements.
(In millions)
Payments due by fiscal year
 
Total
 
2015
 
2016-2017
 
2018-2019
 
Thereafter
Long-term debt 
$
200.0

 
$

 
$

 
$
150.0

 
$
50.0

Current maturities of long-term debt
50.0

 
50.0

 

 

 

Estimated interest on debt obligations (1)
56.7

 
14.4

 
25.3

 
11.7

 
5.3

Operating leases
85.4

 
21.0

 
28.8

 
16.9

 
18.7

Purchase obligations (2)
54.2

 
44.3

 
9.8

 
0.1

 

Pension plan funding (3)
1.4

 
0.6

 
0.2

 
0.2

 
0.4

Stockholder dividends (4)
8.3

 
8.3

 

 

 

Other (5)
30.0

 
3.3

 
9.9

 
6

 
10.8

Total
$
486.0

 
$
141.9

 
$
74.0

 
$
184.9

 
$
85.2

(1) Estimated future interest payments on our outstanding debt obligations are based on interest rates as of May 31, 2014. Actual cash outflows may differ significantly due to changes in underlying interest rates and timing of principal payments.
(2) Purchase obligations consist of non-cancelable purchase orders and commitments for goods, services, and capital assets.
(3) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of May 31, 2014, the total projected benefit obligation for our domestic and international employee pension benefit plans was $106.5 million.
(4) Represents the recorded dividend payable as of May 31, 2014. Future dividend payments are not considered contractual obligations until declared.
(5) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Off-Balance Sheet Arrangements — Guarantees
We provide certain guarantees to third parties under various arrangements in the form of product warranties, loan guarantees, standby letters of credit, lease guarantees, performance bonds, and indemnification provisions. These arrangements are accounted for and disclosed in accordance with Accounting Standards Codification (ASC) Topic 460, "Guarantees" as described in Note 13 of the Consolidated Financial Statements.

Critical Accounting Policies and Estimates
Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States of America in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors. Following is a summary of our more significant accounting policies that require the use of estimates and judgments in preparing the financial statements.

Revenue Recognition
As described in the “Executive Overview,” the majority of our products and services are sold through one of five channels: Independent contract furniture dealers and licensees, owned contract furniture dealers, direct to end customers, and independent retailers. We recognize revenue on sales to independent dealers, licensees, and retailers once the product is shipped and title passes to the buyer. When we sell product directly to the end customer or through owned dealers, we recognize revenue once the product and services are delivered and installation thereof is substantially complete.

Amounts recorded as net sales generally include any freight charged to customers, with the related freight expenses recognized within cost of sales. Items such as discounts off list price, rebates, and other sale-related marketing program expenses are recorded as reductions to net sales. We record accruals for rebates and other marketing programs, which require us to make estimates about future customer buying patterns and market conditions. Customer sales that reach (or fail to reach) certain levels can affect the amount of such estimates, and actual results could differ from our estimates.

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Receivable Allowances
We base our allowances for receivables on known customer exposures, historical credit experience, and the specific identification of other potential problems, including the current economic climate. These methods are applied to all major receivables, including trade, lease, and notes receivable. In addition, we follow a policy that consistently applies reserve rates based on the outstanding accounts receivable and historical experience. Actual collections can differ from our historical experience, and if economic or business conditions deteriorate significantly, adjustments to these reserves may be required.

The accounts receivable allowance totaled $4.0 million and $4.4 million at May 31, 2014 and June 1, 2013, respectively. As a percentage of gross accounts receivable, these allowances totaled 1.9 percent and 2.4 percent for fiscal 2014 and fiscal 2013, respectively. The year-over-year decrease in the allowance is primarily due to the stabilization of economic conditions and continued financial health of our customers.

Goodwill and Indefinite-lived Intangibles
The carrying value of goodwill and indefinite-lived intangible assets as of May 31, 2014 and June 1, 2013, were $269.1 million and $289.3 million, respectively. The company is required to perform an annual test of goodwill and indefinite-lived intangible assets to determine if the asset values are impaired.

The company completed the required annual goodwill impairment test in the fourth quarter of fiscal 2014, as of March 29, 2014, performing a combination of the qualitative assessment and the quantitative impairment test. For the reporting units that were tested under the qualitative assessment, the company determined that it was more likely than not that the goodwill of the reporting units were not impaired and thus, the two-step quantitative impairment test was unnecessary. For the reporting units that were tested under the quantitative impairment test, the company determined that the fair value of the reporting units exceeded the carrying amount and as such, the reporting units were not impaired.

The test for impairment requires the company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of the reporting units using a discounted cash flow analysis and reconciled the sum of the fair values of the reporting units to total market capitalization of the company plus a control premium. The control premium represents an estimate associated with obtaining control of the company in an acquisition. The discounted cash flow analysis used the present value of projected cash flows and a residual value.

The company employs a market-based approach in selecting the discount rates used in our analysis. The discount rates selected represent market rates of return equal to what the company believes a reasonable investor would expect to achieve on investments of similar size to the company's reporting units. The company believes the discount rates selected in the quantitative assessment are appropriate in that, in all cases, they meet or exceed the estimated weighted average cost of capital for our business as a whole. The results of the impairment test are sensitive to changes in the discount rates and changes in the discount rate may result in future impairment.

The company performs both qualitative and quantitative assessments to determine whether an indefinite-lived intangible asset is impaired. A qualitative assessment is performed first to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after considering the totality of events and circumstances, an entity determines it is more likely than not that an indefinite-lived intangible asset is not impaired, then calculating the fair value of such asset is unnecessary. The quantitative impairment test, when necessary, is based on the relief from royalty method to determine the fair value of the indefinite-lived intangible assets, which is both a market-based approach and an income-based approach. The relief from royalty method focuses on the level of royalty payments that the user of an intangible asset would have to pay a third party for the use of the asset if it were not owned by the user. This method involves estimating theoretical future after tax royalty payments based on the company's forecasted revenues attributable to the trade names. These payments are then discounted to present value utilizing a discount rate that considers the after-corporate tax required rate of return applicable to the asset. The projected revenues reflect the best estimate of management for the trade names, however, actual revenues could differ from our estimates.

The discount rates selected represent market rates of return equal to what the company believes a reasonable investor would expect to achieve on investments of similar size and type to the indefinite-lived intangible asset being tested. The company believes the discount rates selected are appropriate in that, in all cases, they exceed the estimated weighted average cost of capital for our business as a whole. The results of the impairment test are sensitive to changes in the discount rates and changes in the discount rate may result in future impairment.

The company completed the required annual indefinite-lived intangible asset impairment tests in the fourth quarter of fiscal 2014, as of March 29, 2014, and concluded that two trade names, Nemschoff and POSH, were impaired. The company recognized pre-tax asset impairment expenses totaling $21.4 million associated with the Nemschoff and POSH trade name intangibles for fiscal 2014. These impairment expenses were incurred due to the fact that the forecasted revenue and profitability for each business did not support the recorded fair value for the trade names.


- 31-



Long-lived Assets
The company evaluates other long-lived assets and acquired business units for indicators of impairment when events or circumstances indicate that an impairment risk may be present. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value.

Due to the acquisition of a manufacturing and distribution operation in Dongguan, China during fiscal 2014, the company has decided not to pursue the construction of a new manufacturing and distribution facility on previously acquired property in Ningbo, China. The company evaluated the fair value of this property and recorded a pre-tax asset impairment of $4.0 million during the second quarter. See Note 16 to the Consolidated FInancial Statements for additional information regarding this impairment charge.

During the fourth quarter of fiscal 2012, the company recorded a pre-tax fixed asset impairment charge of $1.4 million. This asset impairment relates to the Nemschoff plant closure and consolidation. See Note 16 to the Consolidated Financial Statements for additional information on the restructuring action which included this fixed asset impairment.

Warranty Reserve
The company stands behind company products and the promises it makes to customers. From time to time, quality issues arise resulting in the need to incur costs to correct problems with products or services. The company has established warranty reserves for the various costs associated with these obligations. General warranty reserves are based on historical claims experience and periodically adjusted for business levels. Specific reserves are established once an issue is identified. The valuation of such reserves is based on the estimated costs to correct the problem. Actual costs may vary and may result in an adjustment to these reserves.

Inventory Reserves
Inventories are valued at the lower of cost or market. The inventories at our West Michigan manufacturing operations are valued using the last-in, first-out (LIFO) method, whereas inventories of certain other subsidiaries are valued using the first-in, first-out (FIFO) method. The company establishes reserves for excess and obsolete inventory, based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or market may be adjusted in response to changing conditions.

Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

See Note 10 of the Consolidated Financial Statements for information regarding the company's uncertain tax positions.

The company has net operating loss (NOL) carryforwards available in certain jurisdictions to reduce future taxable income. The company also has foreign tax credits available in certain jurisdictions to reduce future tax due. Future tax benefits for NOL carryforwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. This determination is based on the expectation that related operations will be sufficiently profitable or various tax planning strategies available to us will enable us to utilize the NOL carryforwards and/or foreign tax credits. When information becomes available that raises doubts about the realization of a deferred income tax asset, a valuation allowance is established.

Self-Insurance Reserves
With the assistance of independent actuaries, reserves are established for workers' compensation and general liability exposures. The reserves are established based on expected future claims for incurred losses. The company also establishes reserves for health, prescription drugs, and dental benefit exposures based on historical claims information along with certain assumptions about future trends. The methods and assumptions used to determine the liabilities are applied consistently, although actual claims experience can vary. The company also maintains insurance coverage for certain risk exposures through traditional premium-based insurance policies. The company's health benefits retention level does not include an aggregate stop loss policy. The company's retention levels designated within significant insurance arrangements as of May 31, 2014, are as follows.
(In millions)
 
Retention Level (per occurrence)
General liability and auto liability/physical damage
 
$
1.00

Workers' compensation and property
 
$
0.75



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Pension and other Post-Retirement Benefits
The determination of the obligation and expense for pension and other post-retirement benefits depends on certain actuarial assumptions. Among the most significant of these assumptions are the discount rate, interest-crediting rate, and expected long-term rate of return on plan assets. We determine these assumptions as follows.

Discount Rate — This assumption is established at the end of the fiscal year based on high-quality corporate bond yields. The company utilizes the services of an independent actuarial firm to assist in determining the rate. For the domestic pension and other post-retirement benefit plans, the actuary uses a “cash flow matching” technique, which compares the estimated future cash flows of the plan to a published discount curve showing the relationship between interest rates and duration for hypothetical zero-coupon fixed income investments. The discount rate is set for the international pension plan based on the yield level of a commonly used corporate bond index in that jurisdiction. Because the average duration of the bonds underlying this index is less than that of our international pension plan liabilities, the index yield is used as a reference point. The final discount rate takes into consideration the index yield and the difference in comparative durations.

Interest Crediting Rate — The company uses this assumption in accounting for our primary domestic pension plan, which is a cash balance-type plan. The rate, which represents the annual rate of interest applied to each plan participant's account balance, is established at an assumed level, or spread, below the discount rate. The company bases this methodology on the historical spread between the 30-year U.S. Treasury and high-quality corporate bond yields. This relationship is examined annually to determine whether the methodology is still appropriate.

Expected Long-Term Rate of Return The company bases this assumption on our long-term assumed rates of return for equities and fixed income securities, weighted by the allocation of the invested assets of the pension plan. The company considers likely returns and risk factors specific to the various classes of investments and advice from independent actuaries in establishing this rate. Changes in the investment allocation of plan assets would impact this assumption. A shift to a higher relative percentage of fixed income securities, for example, would result in a lower assumed rate.

While this assumption represents the long-term market return expectation, actual asset returns can and do differ from year-to-year. Such differences give rise to actuarial gains and losses. In years where actual market returns are lower than the assumed rate, an actuarial loss is generated. Conversely, an actuarial gain results when actual market returns exceed the assumed rate in a given year. As of May 31, 2014, and June 1, 2013, the net actuarial loss associated with the employee pension and post-retirement benefit plans totaled approximately $35.0 million and $169.7 million, respectively. The unrecognized loss decreased from 2013 to 2014 due primarily to settlement losses that were recognized related to the payment of lump sum benefits from the primary domestic pension plan. Changes in the discount rate and return on assets can have a significant effect on the expense and obligations related to our pension plans. The company cannot accurately predict these changes in discount rates or investment returns and, therefore, cannot reasonably estimate whether adjustments to the expense or obligation in subsequent years will be significant. Both the May 31, 2014 pension funded status and 2015 expense are affected by year-end 2014 discount rate and expected return on assets assumptions. Any change to these assumptions will be specific to the time periods noted and may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown. 

The effect of the indicated increase/(decrease) in discount rates and expected return on assets is shown below:
(In millions)
 
 
 
 
 
 
Assumption
 
1 Percent Change
 
2015 Expense
 
May 31, 2014 Obligation
 
 
 
 
U.S.
 
International
 
U.S.
 
International
Discount rate
 
+/- 1.0
 
$ 0.1 / (0.1)
 
$ (1.3) / 1.4
 
$ (0.5) / 0.6
 
$ (17.8) / 22.5
Expected return on assets
 
+/- 1.0
 

 
$ (1.0) / 1.0
 

 


For purposes of determining annual net pension expense, the company uses a calculated method for determining the market-related value of plan assets. Under this method, the company recognizes the change in fair value of plan assets systematically over a five-year period. Accordingly, a portion of the net actuarial loss is deferred. As of May 31, 2014, the deferred net actuarial loss (i.e. the portion of the total net actuarial loss not subject to amortization) was zero.

Refer to Note 7 of the Consolidated Financial Statements for more information regarding costs and assumptions used for employee benefit plans.


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Stock-Based Compensation
The company views stock-based compensation as a key component of total compensation for certain employees, non-employee directors and officers. The stock-based compensation programs include grants of restricted stock, restricted stock units, performance share units, employee stock purchases, and stock options. The company recognizes expense related to each of these share-based arrangements. The Black-Scholes option pricing model is used in estimating the fair value of stock options issued in connection with compensation programs. This pricing model requires the use of several input assumptions. Among the most significant of these assumptions are the expected volatility of the common stock price, and the expected timing of future stock option exercises.

Expected Volatility — This represents a measure, expressed as a percentage, of the expected fluctuation in the market price of the company's common stock. As a point of reference, a high volatility percentage would assume a wider expected range of market returns for a particular security. All other assumptions held constant, this would yield a higher stock option valuation than a calculation using a lower measure of volatility. In measuring the fair value of stock options issued during fiscal 2014, we utilized an expected volatility of 46 percent.

Expected Term of Options — This assumption represents the expected length of time between the grant date of a stock option and the date at which it is exercised (option life). The company assumed an average expected term of 5.5 years in calculating the fair values of the majority of stock options issued during fiscal 2014.

Refer to Note 9 of the Consolidated Financial Statements for further discussion on our stock-based compensation plans.

Contingencies
In the ordinary course of business, the company encounters matters that raise the potential for contingent liabilities. In evaluating these matters for accounting treatment and disclosure, the company is required to apply judgment in order to determine the probability that a liability has been incurred. The company is also required to measure, if possible, the dollar value of such liabilities in determining whether or not recognition in our financial statements is required. This process involves the use of estimates which may differ from actual outcomes. Refer to Note 13 of the Consolidated Financial Statements for more information relating to contingencies.

New Accounting Standards
Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

Forward Looking Statements
Certain statements in this filing are not historical facts but are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the office furniture industry, the economy, and the company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation, employment and general economic conditions, the pace of economic recovery in the U.S. and international markets, the pace and level of government procurement, the impact of the Affordable Care Act on healthcare markets, the increase in white-collar employment, the willingness of customers to undertake capital expenditures, the types of products purchased by customers, competitive-pricing pressures, the availability and pricing of raw materials, our reliance on a limited number of suppliers, currency fluctuations, the ability to increase prices to absorb the additional costs of raw materials, the financial strength of our dealers and customers, the mix of our products purchased by customers, our ability to attract and retain key executives and other qualified employees, our ability to continue to make product innovations, the success of newly introduced products, our ability to serve all of our markets, possible acquisitions, divestitures or alliances, the outcome of pending litigation or governmental audits or investigations, political risk in the markets we serve, and other risks identified in this Form 10-K and our other filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller, Inc. undertakes no obligation to update, amend or clarify forward-looking statements.


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Item 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company manufactures, markets, and sells its products throughout the world and, as a result, is subject to changing economic conditions, which could reduce the demand for its products.

Direct Material Costs
The company is exposed to risks arising from price changes for certain direct materials and assembly components used in its operations. The largest such costs incurred by the company are for steel, plastics, textiles, wood particleboard, and aluminum components. The impact from changes in commodity prices decreased the company's costs by approximately $1.2 million during fiscal 2014 compared to the prior year. The net impact of changes in pricing increased net sales by $10.5 million.
The impact from changes in commodity prices decreased the company's costs by approximately $4.5 million during fiscal 2013. The net impact of changes in pricing in fiscal 2013 increased net sales by approximately $5.0 million. This increase in net sales had the effect of decreasing the company's costs as a percent of net sales compared to fiscal 2012. The net impact of changes in pricing in fiscal 2012 increased net sales by $35.0 million, which had the effect of decreasing the company's costs as a percent of net sales compared to fiscal 2011.

The company believes market prices for commodities will fluctuate and acknowledges that over time increases on its key direct materials and assembly components are likely. Consequently, it views the prospect of such increases as an outlook risk to the business.

Foreign Exchange Risk
The company primarily manufactures its products in the United States, United Kingdom, and China. It also sources completed products and product components from outside the United States. The company's completed products are sold in numerous countries around the world. Sales in foreign countries as well as certain expenses related to those sales are transacted in currencies other than the company's reporting currency, the U.S. dollar. Accordingly, production costs and profit margins related to these sales are effected by the currency exchange relationship between the countries where the sales take place and the countries where the products are sourced or manufactured. These currency exchange relationships can also effect the company's competitive positions within these markets.

In the normal course of business, the company enters into contracts denominated in foreign currencies. The principal foreign currencies in which the company conducts its business are the British pound sterling, euro, Canadian dollar, Japanese yen, Mexican peso, Hong Kong dollar and Chinese renminbi. As of May 31, 2014, the company had outstanding, sixteen forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies. One forward contract was placed to offset a 10.5 million Hong Kong dollar-denominated net asset exposure. Two forward contracts were placed to offset a 7.7 million euro-denominated net asset exposure. Two forward contracts were placed to offset a 5.4 million U.S. dollar-denominated net asset exposure. One forward contract was placed to offset a 10.0 million South African rand-denominated net asset exposure. One forward contract was placed to offset a 1.1 million Canadian dollar-denominated net asset exposure. And one forward contract was placed to offset a 0.4 million Australian dollar-denominated net asset exposure. One forward contract was placed to offset a 0.5 million British pound sterling-denominated net liability exposure. One forward contract was placed to offset a 0.7 million euro-denominated net liability exposure. And six forward contracts were placed to offset a 18.5 million U.S.dollar-denominated net liability exposure.

As of June 1, 2013, the company had outstanding, thirteen forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies. One forward contract was placed to offset a 9.5 million Hong Kong dollar-denominated net asset exposure. Two forward contracts were placed to offset a 6.4 million euro-denominated net asset exposure. Two forward contracts were placed to offset a 5.4 million U.S. dollar-denominated net asset exposure. And one forward contract was placed to offset a 0.6 million Australian dollar-denominated net asset exposure. One forward contract was placed to offset 1.3 million British pound sterling-denominated net liability exposure and six forward contracts were placed to offset a 6.7 million U.S.dollar-denominated net liability exposure.

A net loss of $1.2 million, $1.3 million and $1.3 million related to the cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency was included in net earnings for the years ended May 31, 2014, June 1, 2013 and June 2, 2012, respectively. These amounts are included in “Other Expenses (Income)” in the Consolidated Statements of Comprehensive Income. Additionally, the cumulative effect of translating the balance sheet and income statement accounts from the functional currency into the United States dollar decreased the accumulated comprehensive loss component of total stockholders' equity by $2.9 million as of fiscal 2014 and increased the accumulated comprehensive loss component of total stockholders' equity by $1.0 million as of the end of fiscal 2013. Conversely, the effect decreased the accumulated comprehensive loss component of total stockholders equity by $6.1 million as of the end of fiscal 2012.


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Interest Rate Risk
The company maintains fixed-rate debt for which changes in interest rates generally affect fair market value but not earnings or cash flows. Expected cash outflows (notional amounts) over the next five years and thereafter related to debt instruments are as follows.
(In millions)
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate
$
50.0

 
$

 
$

 
$
150.0

 
$

 
$
50.0

 
$
250.0

Wtd. average interest rate = 6.2%
 
 
 
 
 
 
 
 
 
 
 
 
 

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Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Comprehensive Income
 
Fiscal Years Ended
(In millions, except per share data)
May 31, 2014
 
June 1, 2013
 
June 2, 2012