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 1, 2002. |
or
| Transition Report Pursuant to Section 15(d) of the Securities Exchange Actof 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 5
Exhibit Index at Page 2
FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
| - - | Report of Independent Auditors for Plan Year Ended June 1, 2002 |
| - - | Report of Independent Public Accountants for Plan Year Ended June 2, 2001 |
| - - | Statement of Net Assets Available for Benefits as of June 1, 2002, and June 2, 2001 |
| - - | Statement of Changes in Net Assets Available for Benefits for the Years Ended June 1, 2002, and June 2, 2001 |
| - - | 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:
| 23A |
Consent of Independent Auditors for Plan Year ended June 1, 2002 |
| 23B |
Information Concerning Consent of Arthur Andersen LLP for Plan Year ended June 2, 2001 |
Page 2 of 5
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 25, 2002 | 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 3 of 5
EXHIBIT 23(A)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 2-84202) pertaining to the Herman Miller, Inc. Profit Sharing and 401(k) Plan of our report dated September 11, 2002, with respect to the financial statements and schedules of the Herman Miller, Inc. Profit Sharing and 401(k) Plan included in this Annual Report (Form 11-K) for the year ended June 1, 2002.
| Grand Rapids, Michigan November 25, 2002 |
/s/ Ernst & Young LLP |
Page 4 of 5
EXHIBIT 23(B)
INFORMATION CONCERNING CONSENT OF ARTHUR ANDERSEN LLP
We have not been able to obtain, after reasonable efforts, the re-issued report or consent of Arthur Andersen LLP related to the financial statements of the plan for the plan year ended June 2, 2001, included in this report on Form 11-K. Therefore, we have included a copy of their previously issued report.
Because we have been unable to obtain the above-referenced consent of Arthur Andersen LLP, we are required to disclose any resulting limitations on recovery by investors. Section 11(a) of the Securities Act of 1933 allows, under certain circumstances, a person acquiring a security to assert a claim against, among others, an accountant who has consented to be named as having prepared any report for use in connection with a registration statement if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Because Arthur Andersen LLP has not consented to being named in this Form 11-K, it will not be liable under section 11(a) of the Securities Act for any untrue statements or omissions of material fact contained in the financial statements audited by Arthur Andersen LLP.
Page 5 of 5
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Years ended June 1, 2002 and June 2, 2001
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Financial Statements and Supplemental Schedules
Years ended June 1, 2002 and June 2, 2001
Contents
|
Report of Independent Auditors for Plan Year Ended June 1, 2002.................................... Report of Independent Public Accountants for Plan Year Ended June 2, 2001................... Financial Statements Statements of Net Assets Available for Benefits................................................................ Statements of Changes in Net Assets Available for Benefits.............................................. Notes to Financial Statements............................................................................................. Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......................................... Schedule H, Line 4j - Schedule of Reportable Transactions................................................ |
1 2 3 4 5 11 12 |
Report of Independent Auditors
Plan Administrator
Herman Miller, Inc. Profit Sharing and 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the Herman Miller, Inc. Profit Sharing and 401(k) Plan (the “Plan”) as of June 1, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements referred to below are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Herman Miller, Inc. Profit Sharing and 401(k) Plan as of June 2, 2001 and for the year then ended were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated September 28, 2001.
We conducted our audit 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 audit provides 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 at June 1, 2002, and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of June 1, 2002 and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
| Grand Rapids, Michigan September 11, 2002 |
/s/ Ernst & Young LLP |
1
Report of Independent Public Accountants
THIS IS A COPY OF THE REPORT PREVIOUSLY FILED FOR THE YEAR ENDED JUNE 2, 2001; THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
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.
2
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Statements of Net Assets Available for Benefits
June 1 June 2
2002 2001
----------------------------------------
Assets
Investments, at fair value (Note 5) $292,349,953 $365,120,382
Receivables:
Employer contributions 223,125 246,852
Employee contributions 579,482 419,837
Investment income 220,525 264,855
----------------------------------------
Total receivables 1,023,132 931,544
----------------------------------------
Net assets available for benefits $293,373,085 $366,051,926
========================================
See accompanying notes to financial statements.
3
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Year ended
June 1 June 2
2002 2001
----------------------------------------
Contributions
Employer $ 6,875,616 $ 14,982,779
Employee 19,314,031 24,621,898
----------------------------------------
Total contributions 26,189,647 39,604,677
Investment (loss) income
Dividends 6,300,636 14,029,012
Interest 746,311 729,159
Net depreciation in fair value of investments (50,883,308) (71,646,324)
----------------------------------------
Total investment loss (43,836,361) (56,888,153)
Benefit payments (54,945,755) (18,113,966)
Administrative expenses (86,372) (48,346)
----------------------------------------
Net decrease in net assets available for benefits (72,678,841) (35,445,788)
Net assets available for benefits:
Beginning of year 366,051,926 401,497,714
----------------------------------------
End of year $293,373,085 $366,051,926
========================================
See accompanying notes to financial statements.
4
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements
June 1, 2002 and June 2, 2001
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 presented 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.
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 October 31, 2001, the Plan was amended to clarify the provisions applicable to the eligible employees of Geiger International, Inc., to permit participation in the Plan by employees of Marshall Clegg Associates, Inc., a Texas corporation and newly acquired subsidiary of Herman Miller, Inc., and to make other technical changes to 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.
5
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
3. Plan Description (continued)
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.
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 nonelective employer profit sharing contribution for each participant into the Company stock fund. The contribution for the first three plan quarters of each plan year will not exceed 3% 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 6% 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 the maximum contribution allocation under the Internal Revenue Code or 25% of participant compensation, whichever is less.
6
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
3. Plan Description (continued)
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 document.
7
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
3. Plan Description (continued)
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 income for the benefit of the Plan’s participants.
8
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 for the years ended:
June 1, 2002 June 2, 2001
----------------------------------------
Common stock:
Herman Miller, Inc. 6,083,454 and 7,306,356 shares,
respectively $142,717,839* $196,540,966*
Mutual funds:
Putnam Voyager Fund 46,249,201 63,586,154
Putnam Stable Value Fund 18,447,578 18,540,732
Putnam Investors Fund 15,065,440 19,855,975
*Nonparticipant-directed.
During 2002 and 2001, the Plan’s investments (including investments purchased and sold, as well as those held during the year) depreciated in value by $(50,883,308) and $(71,646,324), respectively, as follows for the year ended.
June 1, 2002 June 2, 2001
----------------------------------------
Common stock $(25,684,826) $(20,522,971)
Mutual funds (25,198,482) (51,123,353)
----------------------------------------
$(50,883,308) $(71,646,324)
========================================
9
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 1, 2002 June 2, 2001
----------------------------------------
Net assets:
Common stock $142,717,839 $196,540,966
Dividend receivable 220,525 264,855
----------------------------------------
$142,938,364 $196,805,821
========================================
Year ended Year ended
June 1, 2002 June 2, 2001
----------------------------------------
Changes in net assets:
Contributions $2,595,915 $ 11,094,879
Dividends 949,784 1,053,036
Net (depreciation) appreciation (25,684,826) (20,522,971)
Benefit payments (27,292,278) (9,463,211)
Transfers to participant-directed investments (4,410,145) (2,452,951)
Administrative expenses (25,907) (10,257)
----------------------------------------
$(53,867,457) $(20,301,475)
========================================
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 Trustees. Therefore, these transactions are considered party-in-interest transactions under ERISA. Fees paid by the Plan for Trustee services were $86,372 and $48,346 for the years ended June 1, 2002 and June 2, 2001, 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).
10
EIN 38-0837640
Plan 002
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
June 1, 2002
Fair
Identity of Issuer Description of Investment, Including Value
Maturity Date, Rate of Interest, Collateral,
Par or Maturity Value
- ----------------------------------------------------------------------------------------------------------------
Common Stock
- ------------
Herman Miller, Inc.* Herman Miller, Inc. Common Stock Fund
(6,083,454 Shares)
Cost: $78,392,558 $142,717,839
------------------
Mutual Funds
- ------------
Putnam Fiduciary Trust Voyager Fund 46,249,201
Company* Investors Fund 15,065,440
Stable Value Fund 18,447,578
International Growth Fund 9,307,820
S&P 500 Index Fund 8,956,864
OTC and Emerging Growth Fund 5,281,028
Asset Allocation: Balanced Portfolio 2,012,191
Asset Allocation: Growth Portfolio 2,070,255
Asset Allocation: Conservative Portfolio 1,611,228
PIMCO Total Return Fund 12,333,118
Fidelity Equity - Income Fund 9,627,202
Vanguard Wellington Fund 7,262,618
Neuberger & Berman Genesis Trust 3,428,649
------------------
Total Mutual Funds 141,653,192
Various plan participants* Participant Loans (interest rates ranging
from 6% to 10%) 7,978,922
------------------
Total assets held for investment purposes $292,349,953
==================
*Represents party in interest.
11
EIN 38-0837640
Plan 002
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Schedule H, Line 4j - Schedule of Reportable Transactions
June 1, 2002
Purchase Selling Cost of Net
Identity of Issuer Description of Investment Price Price Asset Gain
- ---------------------------------------------------------------------------------------------------------------------------
Herman Miller, Inc. Herman Miller, Inc. $5,353,091 $33,491,394 $20,577,773 $12,913,621
Common Stock
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.
12