UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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 3, 2006 |
or
| [_] | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
Commission File Number:
001-15141
________________________________________________
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 the address of its principal executive office:
Herman Miller, Inc.
855 East Main Avenue
P.O. Box 302
Zeeland, Michigan
49464-0302
FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
- - Report of
Independent Registered Public Accounting Firm
- - Statements of Assets Available for
Benefits
- - Statements of Changes in 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
| Note: | The Herman Miller, Inc. Profit Sharing and 401(k) Plans are collectively referred to herein as the "Plan." 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 exhibit is filed as part of this report:
23 Consent of Independent Registered Public Accounting Firm
- ii -
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.
Date: November 28, 2006 |
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN By /s/ James E. Christenson —————————————— James E. Christenson Senior Vice President, Legal Services, and Secretary, on behalf of the Plan Administrative Committee, the Plan's Named Administrator and Fiduciary |
- iii -
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Financial Statements and Supplemental Schedules
Fiscal Years Ended June 3, 2006 and May 28, 2005
Contents
| Report of Independent Registered Public Accounting Firm | 1 | ||||
| Financial Statements | |||||
| Statements of Assets Available for Benefits | 2 | ||||
| Statements of Changes in Assets Available for Benefits | 3 | ||||
| Notes to Financial Statements | 4 | ||||
| Supplemental Schedules | |||||
| Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | 11 | ||||
| Schedule H, Line 4j - Schedule of Reportable Transactions | 12 | ||||
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Herman Miller, Inc.
Profit Sharing and 401(k) Plan
We have audited the accompanying statements of assets available for benefits of the Herman Miller, Inc. Profit Sharing and 401(k) Plan as of June 3, 2006 and May 28, 2005, and the related statements of changes in assets available for benefits for the fiscal years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 assets available for benefits of the Plan at June 3, 2006 and May 28, 2005, and the changes in its assets available for benefits for the fiscal years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of June 3, 2006, and reportable transactions for the fiscal year then ended, are presented for purposes 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 audits 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.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
November 21, 2006
1
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Statements of Assets Available for Benefits
| June 3 2006 | May 28 2005 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Investments, at fair value | $ | 393,602,308 | $ | 353,186,116 | ||||
| Receivables: | ||||||||
| Employer contributions | 13,706,477 | 9,107,885 | ||||||
| Employee contributions | 307,719 | 648,827 | ||||||
| Investment income | 387,858 | 376,552 | ||||||
| Total receivables | 14,402,054 | 10,133,264 | ||||||
| Assets available for benefits | $ | 408,004,362 | $ | 363,319,380 | ||||
See accompanying notes.
2
Herman Miller, Inc.
Profit Sharing and 401(k) Plan
Statements of Changes in Assets
Available for Benefits
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 3 2006 | May 28 2005 | |||||||
| Contributions: | ||||||||
| Employer | $ | 19,879,000 | $ | 14,808,521 | ||||
| Employee | 19,469,007 | 17,296,648 | ||||||
| Total contributions | 39,348,007 | 32,105,169 | ||||||
| Investment income: | ||||||||
| Dividends | 8,303,036 | 5,576,673 | ||||||
| Interest | 519,441 | 404,405 | ||||||
| Net appreciation in fair value of investments | 22,215,781 | 38,432,761 | ||||||
| Total investment income | 31,038,258 | 44,413,839 | ||||||
| Benefit payments | (25,629,510 | ) | (22,277,393 | ) | ||||
| Administrative expenses | (71,773 | ) | (61,487 | ) | ||||
| Net increase in assets available for benefits | 44,684,982 | 54,180,128 | ||||||
| Assets available for benefits: | ||||||||
| Beginning of year | 363,319,380 | 309,139,252 | ||||||
| End of year | $ | 408,004,362 | $ | 363,319,380 | ||||
See accompanying notes.
3
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements
Fiscal Years Ended June 3, 2006 and May 28, 2005
1. Summary of Significant Accounting and Reporting Policies
Basis of Accounting
The financial statements of the Herman Miller, Inc. Profit Sharing and 401(k) Plan (the Plan) are presented on the accrual basis of accounting.
Investment Valuation and Income Recognition
Investment securities are stated at their fair value, which for common stocks and mutual funds is the quoted market price and for common collective trusts is the fair value based upon the underlying investments of the trust as reported by the Plan’s Trustee at the end of the fiscal year. Participant loans are valued at their outstanding balance, which approximates fair value.
Purchases and sales of investment securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
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 participants’ account balances and the amounts reported in the statements of assets available for benefits.
Use of Estimates
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 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.
4
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
2. Plan Description (continued)
Plan Sponsor
Herman Miller, Inc. and its participating affiliates (the Company or Employer) sponsor and administer the Plan for the benefit of any or all of its employees.
Trustee
Under a trust agreement with the plan administrator, Mercer Trust Company 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. The Plan’s previous trustee was Putnam Fiduciary Trust Company. Effective January 1, 2005, Putnam Fiduciary Trust Company transferred its trustee responsibilities to Mercer Trust Company. Since Putnam Fiduciary Trust Company and Mercer Trust Company are owned by the same parent company, they are considered related parties.
Plan Year
The Plan year coincides with the Company’s fiscal year, which is the 52- or 53-week period ending on the Saturday nearest the end of May. The Plan years ended June 3, 2006 and May 28, 2005, contained 53 and 52 weeks, respectively.
Participation Requirements
All eligible employees of participating affiliates qualify to participate 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 contributions and the Employer's contributions, plus the earnings thereon.
5
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
2. Plan Description (continued)
Employer Profit-Sharing Contribution
The Plan provides for an annual discretionary, non-elective, employer, profit-sharing contribution for each participant. The contribution for the Plan year will not exceed 6% of the compensation of eligible participants for the Plan year. The profit sharing contribution approved for the fiscal years ended June 3, 2006 and May 28, 2005, represented 5.48% and 3.71%, respectively, of the respective participant compensation. 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, subject to certain limitations defined in the Plan document.
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.
Employer Matching Contributions
The Company will contribute to the Plan as matching contributions up to 50% of the participant’s salary deferral contributions that do not exceed 6% of the participant’s compensation, subject to certain limitations defined in the Plan document.
Investment Options
Participants have the ability to direct the investment of their salary deferral contributions and Employer matching contributions into any or all of the investment options offered by the Plan, which currently include Company common stock, various mutual funds, and common collective trusts. All employer profit-sharing contributions are invested directly in Company common stock on behalf of the participants. Upon completing five years of participation in the Plan, as provided in a Plan amendment effective November 1, 2005, qualifying participants may elect to direct the investment of funds in their Employer profit-sharing accounts into any or all of the investment options offered by the Plan.
6
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
2. Plan Description (continued)
Participant Accounts
Individual accounts are maintained for each participant to reflect the participant’s contributions, employer contributions, and net 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 Company 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
Benefit payments are recorded when paid. 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. Participants may also elect to receive withdrawals from the Plan during their employment with the Company, subject to certain restrictions defined in the Plan document.
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 for which the period of the loan will not exceed 10 years. Each loan is secured by the assignment of 50% of the interest in and to the participant’s account. The loans bear interest at a rate representative of rates charged by commercial lending institutions for comparable loans. All loans must be repaid in bi-weekly installments of principal and interest through payroll deduction arrangements with the Company or repaid directly to the Trustee.
7
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
2. Plan Description (continued)
Administrative Expenses
All expenses, other than the Trustee fees paid by the Plan, are paid by the Company.
Plan 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.
3. Investments
The fair value of individual investments that represent 5% or more of the Plan’s total assets is as follows:
| June 3, 2006 | May 28, 2005 | |||||||
|---|---|---|---|---|---|---|---|---|
| Herman Miller, Inc. Common Stock (4,848,223 shares in fiscal 2006 and | ||||||||
| 5,193,821 shares in fiscal 2005) | $ | 147,095,087 | $ | 154,775,881 | ||||
| American Growth Fund of America | 64,604,941 | |||||||
| American Europacific Growth Fund | 29,750,600 | |||||||
| Neuberger & Berman Genesis Trust | 27,697,233 | |||||||
| Putnam Voyager Fund | 50,069,346 | |||||||
| Putnam Stable Value Fund | 22,800,097 | 22,138,913 | ||||||
The Company’s common stock identified above includes both participant-directed and nonparticipant-directed amounts because participant-directed amounts cannot be readily distinguished for disclosure purposes.
8
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During fiscal 2006 and 2005, the Plan’s investments (including investments purchased and sold, as well as those held during the year) appreciated in fair value as follows:
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 3, 2006 | May 28, 2005 | |||||||
| Common stock | $ | 2,438,544 | $ | 30,487,746 | ||||
| Mutual funds | 18,538,400 | 6,889,014 | ||||||
| Common collective trusts | 1,238,837 | 1,056,001 | ||||||
| $ | 22,215,781 | $ | 38,432,761 | |||||
4. Investment in Company Common Stock
The investment in Company common stock includes both participant-directed and nonparticipant-directed funds, which cannot be separately determined for disclosure purposes. The following is a summary of the investment in Company common stock and significant components of the changes therein:
| June 3, 2006 | May 28, 2005 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||
| Common stock | $ | 147,095,087 | $ | 154,775,881 | ||||
| Dividend receivable | 387,858 | 376,552 | ||||||
| Employer contribution receivable | 13,602,804 | 8,895,378 | ||||||
| $ | 161,085,749 | $ | 164,047,811 | |||||
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 3, 2006 | May 28, 2005 | |||||||
| Changes in assets: | ||||||||
| Contributions | $ | 15,564,731 | $ | 10,801,002 | ||||
| Dividends | 1,565,280 | 1,545,335 | ||||||
| Net appreciation in fair value of investments | 2,438,544 | 30,487,746 | ||||||
| Benefit payments | (10,661,096 | ) | (9,838,467 | ) | ||||
| Transfers to participant-directed investments | (11,847,269 | ) | (2,006,739 | ) | ||||
| Administrative expenses | (22,252 | ) | (23,861 | ) | ||||
| $ | (2,962,062 | ) | $ | 30,965,016 | ||||
9
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
5. Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by Putnam Investment Management, Inc., an affiliate of the Trustee. These transactions are considered party-in-interest transactions under ERISA. Fees paid by the Plan for Trustee services were $22,273 in fiscal 2006 and $21,436 in fiscal 2005.
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated February 12, 2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.
10
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Schedule H, Line 4i
– Schedule of Assets
(Held at End of Year)
EIN #38-0837640 Plan #002
June 3, 2006
| (a) | (b) Identity of Issuer, Borrower, Lessor, or Similar Party | (c) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value | (d) Cost | (e) Current Value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Herman Miller, Inc. | ||||||||||||||
| * | Herman Miller, Inc. | Herman Miller, Inc. Common Stock | ||||||||||||
| (4,848,223 shares) | $ | 75,268,178 | $ | 147,095,087 | ||||||||||
| Mutual funds | ||||||||||||||
| * | Putnam Fiduciary Trust | |||||||||||||
| Company | Asset Allocation: Growth Portfolio | a | 7,184,581 | |||||||||||
| Asset Allocation: Conservative Portfolio | a | 2,950,647 | ||||||||||||
| Asset Allocation: Balanced Portfolio | a | 6,541,276 | ||||||||||||
| Portfolio 21 | Portfolio 21 Fund | a | 1,740,736 | |||||||||||
| American | Europacific Growth Fund | a | 29,750,600 | |||||||||||
| Growth Fund of America | a | 64,604,941 | ||||||||||||
| PIMCO | Total Return Fund | a | 17,403,310 | |||||||||||
| Fidelity | Equity - Income Fund | a | 18,309,530 | |||||||||||
| Vanguard | Wellington Fund | a | 14,781,067 | |||||||||||
| Neuberger & Berman | Genesis Trust | a | 27,697,233 | |||||||||||
| RS Investments | Diversified Growth Fund | a | 10,055,759 | |||||||||||
| Total mutual funds | 201,019,680 | |||||||||||||
| Common collective trust funds | ||||||||||||||
| * | Putnam Fiduciary Trust Company | Stable Value Fund | a | 22,800,097 | ||||||||||
| S&P 500 Index Fund | a | 13,922,847 | ||||||||||||
| Total common collective trust funds | 36,722,944 | |||||||||||||
| * | Various plan participants | Participant loans (interest rates ranging | ||||||||||||
| from 5% to 10.5%) | a | 8,764,597 | ||||||||||||
| $ | 393,602,308 | |||||||||||||
*Represents party in interest.
a — The cost of participant-directed investments is not required to be disclosed.
11
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Schedule H, Line 4j –Schedule of Reportable Transactions
EIN #38-0837640 Plan #002
Fiscal Year Ended June 3, 2006
| (a) Identity of Party Involved | (b) Description of Asset (include interest rate and maturity in case of loan) | (c) Purchase Price | (d) Selling Price | (e) Lease Rental | (f) Expense Incurred with Transaction | (g) Cost of Asset | (h) Current Value of Asset on Transaction Date | (i) Net Gain or (Loss) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Category (iii) -- Series of transactions in excess of 5% of plan assets | |||||||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||||||
| Herman Miller, Inc. | Herman Miller, Inc. Common Stock | $ | 17,148,804 | $ | -- | $ | -- | $ | -- | $ | 17,148,804 | $ | 17,148,804 | $ | -- | ||||||||||||
| Herman Miller, Inc. | Herman Miller, Inc. Common Stock | -- | 24,646,066 | -- | -- | 12,282,960 | 24,646,066 | 12,363,106 | |||||||||||||||||||
There were no reportable transactions under category (i), (ii) or (iv).
12
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
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 November 21, 2006, 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 fiscal year ended June 3, 2006.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
November 21, 2006