UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
_X_ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 2, 2001.
or
___ Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
Commission File Number: 0-5813
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Herman Miller, Inc. Profit Sharing and 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and address of
its principal executive office:
Herman Miller, Inc.
855 East Main Avenue
PO Box 302
Zeeland, Michigan 49464-0302
Page 1 of 4 Pages
Exhibit Index at Page 2
FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
- - - Report of Independent Public Accountants
- - - Statement of Net Assets Available for Benefits as of June 2, 2001, and June
3, 2000
- - - Statement of Changes in Net Assets Available for Benefits for the Years
Ended June 2, 2001, and June 3, 2000
- - - Notes to Financial Statements
- - - Schedule of Assets Held for Investment Purposes at end of year
- - - Schedule of Reportable Transactions
Note: In accordance with the instructions to this Form 11-K, "plans subject
to the Employee Retirement Income Security Act of 1974 ("ERISA") may
file plan financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA." As the Plan is
subject to the filing requirements of ERISA, the aforementioned
financial statements and schedules of the Plan have been prepared in
accordance with such requirements.
EXHIBITS
The following exhibits are filed as part of this report:
- - - Consent of Arthur Andersen LLP
Page 2 of 4 Pages
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Herman Miller, Inc.:
As independent public accountants, we hereby consent to the incorporation of our
report dated September 28, 2001, included in this Form 11-K, into the Company's
previously filed Form S-8 Registration Statement file No. 2-84202.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan,
November 26, 2001
Page 3 of 4 Pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
November 27, 2001 HERMAN MILLER, INC. PROFIT
SHARING AND 401(K) PLAN
By /s/ James E. Christenson
------------------------------------------
James E. Christenson
Executive Vice President, Legal Services,
and Secretary, on behalf of The Plan
Administrative Committee, the Plan's Named
Administrator and Fiduciary
Page 4 of 4 Pages
HERMAN MILLER, INC.
PROFIT SHARING AND 401(K) PLAN
FINANCIAL STATEMENTS AS OF JUNE 2, 2001 AND JUNE 3, 2000
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Report of Independent Public Accountants
To Herman Miller, Inc.,
Administrator of the Herman Miller, Inc. Profit Sharing and 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN (the "Plan") as of
June 2, 2001 and June 3, 2000, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan's administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
June 2, 2001 and June 3, 2000, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan,
September 28, 2001.
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
Statement of Net Assets Available for Benefits as of
June 2, 2001 and June 3, 2000 1
Statement of Changes in Net Assets Available for
Benefits for the Years Ended June 2, 2001 and June 3, 2000 2
Notes to Financial Statements 3-8
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at end of year 9-10
Schedule H, Line 4j - Schedule of Reportable Transactions 11
- i -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 2, 2001 AND JUNE 3, 2000
2001 2000
------------------ ------------------
ASSETS:
Investments, at fair value (Note 5): $365,120,382 $396,144,451
------------------ ------------------
Receivables:
Employer contributions 246,852 4,748,531
Employee contributions 419,837 345,962
Investment income 264,855 258,770
------------------ ------------------
Total receivables 931,544 5,353,263
------------------ ------------------
Net assets available for benefits $366,051,926 $401,497,714
================== ==================
The accompanying notes to financial statements are an integral part of these statements.
- 1 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 2, 2001 AND JUNE 3, 2000
2001 2000
----------------- ------------------
CONTRIBUTIONS:
Employer $ 14,982,779 $ 12,734,707
Employee 24,621,898 21,678,519
------------------ ------------------
Total contributions 39,604,677 34,413,226
------------------ ------------------
INVESTMENT (LOSS) INCOME:
Dividends 14,029,012 11,556,505
Interest 729,159 530,088
Net (depreciation) appreciation in fair
value of investments (71,646,324) 95,068,608
------------------ ------------------
Total investment (loss) income (56,888,153) 107,155,201
------------------ ------------------
TRANSFERS FROM OTHER PLANS (Note 2) - 5,331,683
BENEFIT PAYMENTS (18,113,966) (17,864,143)
ADMINISTRATIVE EXPENSES (48,346) (24,294)
------------------ ------------------
Net (decrease) increase in net assets
available for benefits (35,445,788) 129,011,673
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 401,497,714 272,486,041
------------------ ------------------
End of year $366,051,926 $401,497,714
================== ==================
The accompanying notes to financial statements are an integral part of these statements.
- 2 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The financial statements of the Herman Miller, Inc. Profit Sharing and
401(k) Plan (the "Plan") are on the accrual basis of accounting.
Investments are stated at their fair value, which is the quoted market
price as reported by Putnam Fiduciary Trust Company, the Plan's
Trustee.
In accordance with the Accounting Standards Executive Committee's
Statement of Position 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters"
(SOP 99-3), participant-directed investment programs are not
disclosed.
The Plan provides for investments in common stock and various mutual
funds. Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market volatility
risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term; such changes could
materially affect the amounts reported in the statement of net assets
available for benefits.
Conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that
affect the reported amounts in the Plan's financial statements. Actual
results may differ from those estimates.
(2) PLAN AMENDMENT
Effective March 31, 2000 and June 1, 1999, the Plan was amended to
merge the assets of two separate defined contribution plans that were
previously maintained by two non-participating affiliate members of
the controlled group into the Plan.
(3) PLAN DESCRIPTION
The Plan, a defined contribution plan, is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended. The following description of the major provisions of the Plan
is provided for general information purposes only. Reference should be
made to the Plan document for more complete information.
Company: The "Company" means Herman Miller, Inc., and its
participating affiliates, also referred to herein as the
"Employer". The Company is the Administrator of the Plan.
Participating Affiliates: Any member of the controlled group, the
principal operations of which are located in the United States,
which has adopted this Plan for the benefit of any or all of its
employees.
Participation Requirements: All employees of participating
affiliates are eligible on the first day of the next plan quarter
after the employee has completed 30 days of employment and
attained age 18.
- 3 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Vesting: Participants are fully vested at all times. They have a
nonforfeitable right to their salary deferral account and to the
Employer contributions and the earnings thereon.
Employer Profit Sharing Contribution: The Plan provides for an
annual non-elective employer contribution for each participant
into the Company stock fund. The contribution for the first three
plan quarters of each plan year will not exceed three percent of
the compensation of eligible participants for the plan year to
date. The contribution for the fourth plan quarter of each plan
year will not exceed six percent of the compensation of eligible
participants for the plan year reduced by the amount of the
contributions for the first three plan quarters of the year. The
profit sharing contribution is allocated to the accounts of
eligible participants based on the ratio of each participant's
compensation for the plan year to the total of all eligible
participants' compensation for the plan year, limited to $30,000
or 25% of participant compensation, whichever is less.
Salary Deferral Contributions: A participant may make salary
deferral contributions to the Plan. Such deferral is limited to a
maximum amount or percentage of the participant's base
compensation as determined by the Plan. The salary deferral
contributions are invested, as specified by the participant, in
the Company's common stock, the funds and accounts offered under
the Plan, or a combination thereof.
Employer Matching Contributions: The Company will contribute to
the trust as matching contributions up to 50% of the
participant's salary deferral contribution not to exceed 3% of
the participant's compensation.
Participant Accounts: Individual accounts are maintained for each
participant to reflect the participant's contributions, employer
contributions and investment earnings. Investment earnings are
allocated daily based on each participant's relative account
balance within the respective fund.
Voting Rights: Each participant is entitled to exercise voting
rights attributable to Herman Miller, Inc., common stock
allocated to his or her account and is notified by the trustee
prior to the time that such rights are to be exercised. If a
participant fails to provide direction as to voting their shares
on any issue, the trustee will vote the shares as directed by the
Plan Administrator.
Benefit Payments: For substantially all Plan participants upon
retirement, termination, death or disability, a benefit payment
shall be made in the form of a single lump sum payment of a
participant's entire account balance via distribution of the
Company's stock, cash or a combination of both as directed by the
participant and defined in the Plan.
Investment Options: The Plan agreement provides for the following
investment options:
Herman Miller, Inc. Common Stock Fund - Invested solely in
the common stock of the Company.
- 4 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Putnam Voyager Fund - Consists primarily of investments in a
combination of stocks of small companies expected to grow
over time as well as stocks of larger, more established
corporations.
Putnam Investors Fund - Consists primarily of investments in
blue-chip stocks - those of large, well-established
companies - selected from a broad range of industries. The
fund targets companies that are enjoying rising sales and
profits and that have dominant positions within their
industries.
Putnam Stable Value Fund - Consists of investments which
seek stability of principal by investing mainly in
investment contracts or similar investments issued by
insurance companies, banks and similar financial
institutions. To provide liquidity, a portion of the fund's
assets is invested in high-quality money market instruments.
Putnam International Growth Fund - Consists primarily of
investments in a diversified portfolio of stock of companies
located mainly outside the United States.
Putnam S&P 500 Index Fund - Consists solely of investments
that closely approximate the return of the Standard and
Poor's 500 Index (S&P 500), which is an indicator of United
States stock market performance.
Putnam OTC & Emerging Growth Fund - Consists primarily of
investments in stocks of small to midsize emerging growth
companies traded on the over-the-counter market and on
national exchanges.
Putnam Asset Allocation: Balanced Portfolio - Consists of
investments which seek total return. The fund is designed
for investors who want an investment with moderate risk and
the potential for moderate growth. The balance between the
relative stability of bonds and the fluctuation of stocks is
designed to reduce overall risk.
Putnam Asset Allocation: Growth Portfolio - Consists of
investments which seek capital appreciation. The fund is
designed for relatively aggressive investors who are willing
to accept greater risk in exchange for a higher growth
potential. Diversification is among different types of
stocks, with some investments in bonds and money market
instruments.
Putnam Asset Allocation: Conservative Portfolio - Consists
of investments which seek total return consistent with
capital preservation. The fund is designed for investors who
are willing to accept a reduced potential for growth in
exchange for less risk. Substantial investments in
investment-grade bonds are designed to reduce risk overall,
while a portion remains in stocks to help investments stay
ahead of inflation.
- 5 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
PIMCO Total Return Fund - Consists of investments which seek
maximum current income and price appreciation consistent
with preservation of capital and prudent investment
management. The fund targets intermediate-maturity,
fixed-income securities from all major sectors of the bond
market.
Fidelity Equity-Income Fund - Consists primarily of
investments which generate moderate income while considering
the potential for capital appreciation. The fund seeks to
provide a yield that exceeds the yield of the securities in
the S&P 500.
Vanguard Wellington Fund - Consists of investments which are
designed to pursue three investment objectives: (a)
conservation of capital, (b) reasonable current income and
(c) profits without undue risk. The fund uses a balanced
investment approach, allocating 60% to 70% of net assets to
equities and 30% to 40% to fixed-income securities.
Participant Loans - Upon approval, a participant may receive a
loan from their salary deferral account. The loan amount shall
not exceed the lesser of (1) 50% of the sum of all of the
participant's account balances as of the end of the plan year
preceding the date on which the loan is approved or $50,000,
whichever amount is smaller; or (2) 100% of the participant's
salary deferral account balance as of the end of the plan year
preceding the date on which the loan is approved. The period of
the loan will not exceed five years unless the proceeds are used
to acquire the participant's principal dwelling unit. The loans
shall bear interest at a rate representative of rates charged by
commercial lending institutions for comparable loans. All loans
must be repaid in monthly installments of principal and interest
through payroll deduction arrangements with the Company or repaid
directly to the trustee.
Termination: The Plan may be discontinued at any time by the
Company, but only upon the condition that such action shall
render it impossible for any part of the trust to be used for
purposes other than the exclusive benefit of participants. Upon
complete or partial termination of the Plan, including complete
discontinuance of contributions, the trust will continue to be
administered as provided in the trust agreement. The Company
currently has no intention to terminate the Plan.
Administrative Expenses: All expenses, other than the trustee
fees paid by the Plan, are paid by the Company.
(4) TRUST AGREEMENT
Under a trust agreement with the Plan Administrator, Putnam Fiduciary
Trust Company (the "Trustee") is Trustee of the Plan. In accordance
with the responsibilities of the Trustee, as designated in the Trust
Agreement, the Trustee administers and invests the Plan's assets and
the income therefrom for the benefit of the Plan's participants.
- 6 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) INVESTMENTS
The fair value of individual investments that represent 5% or more of
the Plan's total net assets is as follows as of the years ended:
June 2, 2001 June 3, 2000
------------ ------------
Common Stock -
Herman Miller, Inc., 7,306,356 $196,540,966* $212,370,111*
and 7,138,491 shares, respectively
Mutual Funds -
Putnam Voyager Fund 63,586,154 84,673,412
Putnam Investors Fund 19,855,975 25,831,250
Putnam Stable Value Fund 18,540,732 N/A
*Nonparticipant-directed
During 2001 and 2000, the Plan's investments (including investments
purchased and sold, as well as those held during the year)
(depreciated)/appreciated in value by $(71,646,324) and $95,068,608,
respectively, as follows for the years ended:
June 2, 2001 June 3, 2000
------------- ------------
Common Stock $(20,522,971) $68,156,117
Mutual Funds (51,123,353) 26,912,491
------------- ------------
$(71,646,324) $95,068,608
============= ============
- 7 -
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(6) NONPARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments is as follows:
June 2, 2001 June 3, 2000
------------- -------------
Net assets-
Common stock $196,805,821 $217,107,296
Year Ended Year Ended
June 2, 2001 June 3, 2000
------------- -------------
Changes in net assets-
Contributions $ 11,094,879 $ 9,619,194
Dividends 1,053,036 1,064,317
Net (depreciation) appreciation (20,522,971) 68,156,117
Benefit payments (9,463,211) (9,343,102)
Transfers to participant-directed
investments (2,452,951) (5,623,217)
Administrative expenses (10,257) (4,740)
------------- -------------
$(20,301,475) $ 63,868,569
============= =============
(7) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Putnam
Investment Management, Inc., an affiliate of Putnam Fiduciary Trust
Company, the Trustee. Therefore, these transactions are considered
party-in-interest transactions under ERISA. Fees paid by the Plan for
trustee services were $48,346 and $24,294 for the years ended June 2,
2001 and June 3, 2000, respectively.
(8) TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated February 12, 2001, that the Plan is qualified and
the trust established under the Plan is tax-exempt under the
appropriate sections of the Internal Revenue Code ("IRC").
- 8 -
HERMAN MILLER, INC.
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002 EIN: 38-0837640
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
Fair
Identity of Issuer Description of Investment Value
------------------ ------------------------- ------------
Common Stock
------------
Herman Miller, Inc.* Herman Miller, Inc. Common Stock Fund
(7,306,356 Shares)
Cost: $93,617,244 $196,540,966
Mutual Funds ------------
------------
Putnam Fiduciary Trust Voyager Fund
Company* (2,992,167 Units) 63,586,154
Investors Fund
(1,465,386 Units) 19,855,975
Stable Value Fund
(18,540,732 Units) 18,540,732
International Growth Fund
(456,022 Units) 10,046,168
S&P 500 Index Fund
(321,446 Units) 9,768,755
OTC and Emerging Growth Fund
(607,818 Units) 6,029,559
Asset Allocation: Balanced Portfolio
(203,060 Units) 2,142,278
Asset Allocation: Growth Portfolio
(168,538 Units) 1,778,071
Asset Allocation: Conservative Portfolio
(166,113 Units) 1,533,219
*Represents parties-in-interest
- 9 -
HERMAN MILLER, INC.
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002 EIN: 38-0837640
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
(Continued)
Fair
Identity of Issuer Description of Investment Value
------------------ ------------------------- ------------
PIMCO Total Return Fund
(1,027,339 Units) $ 10,663,781
Fidelity Equity - Income Fund
(177,094 Units) 9,596,723
Vanguard Wellington Fund
(201,593 Units) 5,932,884
------------
Total Mutual Funds $159,474,299
------------
Various plan participants* Participant Loans (interest rates
ranging from 6% to 10%) 9,105,117
------------
Total assets held for investment purposes $365,120,382
============
*Represents parties-in-interest
- 10 -
HERMAN MILLER, INC.
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002 EIN: 38-0837640
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
a b c d g i
- - - - - -
Purchase Selling
Identity of Issuer Description of Investment Price Price Cost of Asset Net Gain
- ------------------ ------------------------- ----------- ----------- ------------- ----------
Herman Miller, Inc. Herman Miller, Inc.
Common Stock $21,175,212 $16,481,386 $10,408,881 $6,072,505
NOTE: This schedule was prepared in accordance with the regulations of the
Employee Retirement Income Security Act of 1974 to report all
transactions involving securities of the same issue which, in the
aggregate, exceed 5% of the net assets of the Plan at the beginning of
the period.
- 11 -