10-K 1 hmi10k_053015.htm 10-K hmi10K_053015


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 30, 2015
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 29, 2014, was $1,790,393,512 (based on $30.39 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 23, 2015: Common stock, $.20 par value - 59,838,458 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 12, 2015, are incorporated into Part III of this report.
































This page intentionally left blank.




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
Herman Miller's mission statement is, Inspiring Designs to Help People Do Great Things. To this end, 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. 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. The company's products are sold primarily through the following channels: Owned and independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalog program, and the company's online stores.

In July 2014, Herman Miller acquired Design Within Reach, Inc. (DWR) and formed a new consumer-focused business unit comprised of DWR and the company's existing eCommerce and retail wholesale business. This acquisition represents an important step in the company's strategy to extend the reach of its brand into the consumer and design trade markets. It also represents a step toward enhancing the awareness and connection of the Herman Miller brand to the users and specifiers of products sold within the company's core contract furniture business (an ambition the company refers to as shifting from an “Industry” to “Industry+Consumer” focus). DWR brings with it a powerful multi-channel distribution structure that integrates brick and mortar retail studios (33 locations as of May 30, 2015), a successful direct-mail catalog program, an eCommerce platform, and a focused business-to-business selling model aimed at serving contract customers in work and hospitality environments. 

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, selling, 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 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™, Layout Studio®, Action Office®, Ethospace®, Arras®, and Resolve®). The company also offers a broad array of seating (including Embody®, Aeron®, 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 Palisade™, Compass®, Nala®, and other Nemschoff® products) the Thrive portfolio of ergonomic solutions, and the 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 74 percent of the company's sales in the fiscal year ended May 30, 2015, 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, DWR retail studios 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

- 3-



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 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 138 active United States utility patents on various components used in its products and 54 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®, Design Within Reach®, DWR®, 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 30, 2015. It is also estimated that the largest single end-user customer, the U.S. federal government, accounted for $97 million, $102 million, and $114 million of the company's net sales in fiscal 2015, 2014, and 2013, respectively. This represents approximately 5 percent, 5 percent and 6 percent of the company's net sales in fiscal 2015, 2014, and 2013, respectively. The 10 largest customers accounted for approximately 20 percent, 23 percent, and 23 percent of net sales in fiscal 2015, 2014, and 2013, respectively.

Backlog of Unfilled Orders
As of May 30, 2015, the company's backlog of unfilled orders was $322.2 million. At May 31, 2014, the company's backlog totaled $306.4 million. It is expected that substantially all the orders forming the backlog at May 30, 2015, 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. From an office furniture perspective, 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.

The company also competes in the home furnishings industry, primarily against regional and national independent home furnishings retailers who market high-craft furniture to the interior design community. Similar to our office furniture product offerings, the company competes primarily on design, product and service quality, speed of delivery, and product pricing in the consumer space.


- 4-



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 $56.7 million, $53.9 million, and $48.3 million on research and development activities in fiscal 2015, 2014, and 2013, 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
For over 50 years, respecting the environment has been more than good business practice for us-it is the right thing to do. Our 10-year sustainability strategy - Earthright - begins with three principles: positive transparency, products as living things, and becoming greener together. Our goals are focused around the smart use of resources, eco-inspired design, and becoming community driven. 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, as well as compensation planning and counseling. Additionally, there have been no work stoppages or labor disputes in the company's history. Approximately 14.1 percent of the company's employees are covered by collective bargaining agreements, most of whom are employees of its Nemschoff, Herman Miller Ningbo, and Herman Miller Dongguan subsidiaries.

As of May 30, 2015, the company had 7,510 employees, representing a 4.7 percent increase as compared with May 31, 2014. The increase in employees was driven principally by our acquisition of DWR during fiscal 2015. 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 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®, Arras™, 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.

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 (including Hong Kong), India, and the Netherlands. The company's products are offered in the Middle East, Europe, South America, Africa, 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.

- 5-



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, textiles, 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.


- 6-



The retail furnishings market is highly competitive. We compete with national and regional furniture retailers and department stores. In addition, we compete with mail order catalogs and online retailers focused on home furnishings. We compete with these and other retailers for customers, suitable retail locations, vendors, qualified employees, and management personnel. Some of our competitors have significantly greater financial, marketing and other resources than we possess. This may result in our competitors being quicker at the following: adapting to changes, devoting greater resources to the marketing and sale of their products, generating greater national brand recognition, or adopting more aggressive pricing policies. In addition, increased catalog mailings by our competitors may adversely affect response rates to our own catalog mailings. As a result, increased competition may adversely affect our future financial performance.

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 undermining 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
Changes in foreign currency exchange rates

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.

Risks and Costs Associated with Protecting the Integrity and Security of Our Systems and Confidential Information
We collect certain customer-specific data, including credit card information, in connection with orders placed through our e-commerce websites, direct-mail catalog marketing program, and DWR retail studios. In order for these sales channels to function and develop successfully, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information and other personal information on our customers, securely over public and private networks. Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere with our systems or processes or those of our vendors. Although we take the security of our systems and the privacy of our customers’ confidential information seriously and we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. The techniques used to obtain unauthorized access to systems change frequently and are not often recognized until after they have been launched.

Any person who circumvents our security measures could destroy or steal valuable information or disrupt our operations. Any security breach could cause consumers to lose confidence in the security of our information systems, including our e-commerce websites or stores and choose not to purchase from us. Any security breach could also expose us to risks of data loss, litigation, regulatory investigations, and other significant

- 7-



liabilities. Such a breach could also seriously disrupt, slow or hinder our operations and harm our reputation and customer relationships, any of which could harm our business.

A security breach includes a third party wrongfully gaining unauthorized access to our systems for the purpose of misappropriating assets or sensitive information, loading corrupting data, or causing operational disruption. These actions may lead to a significant disruption of the Company’s IT systems and/or cause the loss of business and business information resulting in an adverse business impact, including: (1) future financial results due to theft, destruction, loss misappropriation, or release of confidential data or intellectual property; (2) operational or business delays resulting from the disruption of IT systems, and subsequent clean-up and mitigation activities; and (3) negative publicity resulting in reputation or brand damage with customers, partners or industry peers.

In addition, states and the federal government are increasingly enacting laws and regulations to protect consumers against identity theft. Also, as our business expands globally, we are subject to data privacy and other similar laws in various foreign jurisdictions. If we are the target of a cybersecurity attack resulting in unauthorized disclosure of our customer data, we may be required to undertake costly notification procedures. Compliance with these laws will likely increase the costs of doing business. If we fail to implement appropriate safeguards or to detect and provide prompt notice of unauthorized access as required by some of these laws, we could be subject to potential claims for damages and other remedies, which could harm our business.

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.

We are unable to control many of the factors affecting consumer spending, and declines in consumer spending on furnishings could reduce demand for our products.
The operations of our Consumer segment are sensitive to a number of factors that influence consumer spending, including general economic conditions, consumer disposable income, unemployment, inclement weather, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates, sales tax rates and rate increases, inflation, and consumer confidence in future economic conditions. Adverse changes in these factors may reduce consumer demand for our products, resulting in reduced sales and profitability.

A number of factors that affect our ability to successfully implement our retail studio strategy, including opening new locations and closing existing studios, are beyond our control. These factors may harm our ability to increase the sales and profitability of our retail operations.

Approximately 60% of the sales within our Consumer segment are generated by our DWR retail studios. Our ability to open additional studios or close existing studios successfully will depend upon a number of factors beyond our control, including:

General economic conditions
Identification and availability of suitable studio locations
Success in negotiating new leases and amending or terminating existing leases on acceptable terms
The success of other retailers in and around our retail locations
Ability to secure required governmental permits and approvals
Hiring and training skilled studio operating personnel
Landlord financial stability

- 8-




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 manufacture and 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


- 9-



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 30, 2015 were as follows:

Owned Locations
Square
Footage

 
Use
Holland, Michigan
917,400

 
Manufacturing, Distribution, Warehouse, Design, Office
Zeeland, Michigan
750,800

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

 
Manufacturing, Warehouse, Office
Dongguan, China
224,019

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

 
Manufacturing, Warehouse, Office
Melksham, United Kingdom(1)
170,000

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

 
Manufacturing, Office
Bath, United Kingdom
85,000

 
Manufacturing, Office
(1) The company is currently completing the construction of a consolidated manufacturing and distribution facility in Melksham, United Kingdom. Once completed in late summer 2015, this will replace two existing United Kingdom facilities in Bath and Chippenham.
 
 
 
 
Leased Locations
Square
Footage

 
Use
Hebron, Kentucky
316,800

 
Warehouse
Atlanta, Georgia
176,700

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

 
Warehouse, Office
Chippenham, United Kingdom
100,800

 
Manufacturing, Warehouse, Office
Ningbo, China
94,700

 
Manufacturing, Warehouse, Office
Yaphank, New York
92,000

 
Warehouse, Office
Bangalore, India
61,300

 
Manufacturing, Warehouse, Office
Brooklyn, New York
39,440

 
Warehouse, Retail
Secaucus, New Jersey
36,400

 
Warehouse, Retail

The company also maintains showrooms, sales offices and retail studios 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.


- 10-



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
Brian C. Walker
53
1996
President and Chief Executive Officer
Andrew J. Lock
61
2003
Executive Vice President, President, International
Donald D. Goeman
58
2005
Executive Vice President, Research, Design & Development
Gregory J. Bylsma
50
2009
Executive Vice President, Chief Operating Officer Herman Miller North America (Work and Learning)
Steven C. Gane
60
2009
Senior Vice President, President, Geiger & Specialty/Consumer
Jeffrey M. Stutz
44
2009
Executive Vice President, Chief Financial Officer
B. Ben Watson
50
2010
Executive Creative Director
Michael F. Ramirez
50
2011
Senior Vice President, People, Places and Administration
Louise McDonald
60
2013
Executive Vice President, President, Healthcare
H. Timothy Lopez
44
2014
Senior Vice President, Legal Services and Secretary
Jeffrey L. Kurburski
49
2014
Vice President, Information Technology
John Edelman
48
2015
Executive Vice President and Chief Executive Officer, Design Within Reach, Inc.
John McPhee
52
2015
Executive Vice President and President, Design Within Reach, Inc.
Kevin Veltman
40
2015
Vice President, Investor Relations and Treasurer
Malisa Bryant
48
2015
Senior Vice President of Sales and Distribution, Herman Miller North America (Work and Learning)

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

Ms. Bryant joined the Company in 2013 as Vice President and General Manager of Focused Market Segments and most recently served as Vice President of North America Sales. Prior to joining the Company, she held several leadership roles within the industry, including the Vice President of Customer Support, Vice President and General Manager of Strategic Accounts, and Vice President of Sales for Allsteel, in each case at HNI.

Mr. Edelman joined Herman Miller, Inc. in 2015 subsequent to the company's acquisition of DWR. Prior to joining DWR as President and Chief Executive Office in 2010 he served as President and CEO of Edelman Leather and Sam & Libby, Inc., where he was responsible for its U.S. business.

Mr. McPhee joined Herman Miller, Inc. in 2015 subsequent to the company's acquisition of DWR. Prior to that he served in various roles at DWR including Chief Operating Officer and President. Mr. McPhee previously held senior management positions with Edelman Leather, Candie's, Inc. and Sam & Libby, Inc.

Mr. Veltman joined Herman Miller in 2014 and serves as Vice President - Investor Relations and Treasurer. Previously he worked for BISSELL, Inc, most recently as Vice President – Finance, for 8 years and Ernst & Young, LLP for 10 years.

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.


- 11-



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.

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.


Item 4 MINE SAFETY DISCLOSURES - Not applicable


- 12-



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 23, 2015, 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 30, 2015:
 
 
 
 
 
 
 
 
 
First quarter
$
32.26

 
$
28.69

 
$
29.72

 
$
0.42

 
$
0.140

Second quarter
32.12

 
28.44

 
30.39

 
0.46

 
0.140

Third quarter
31.89

 
27.69

 
30.97

 
0.35

 
0.140

Fourth quarter
31.20

 
27.12

 
27.70

 
0.39

 
0.140

Year
$
32.26

 
$
27.12

 
$
27.70

 
$
1.62

 
$
0.560

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

(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 2015 and 2014 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 30, 2015.
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) 

3/1/15-3/28/15
850

 
28.06

 
850

 
$
146,949,608

3/29/15-4/25/15
1,478

 
28.50

 
1,478

 
$
146,907,485

4/26/15-5/30/15
12,467

 
28.11

 
12,467

 
$
146,557,022

Total
14,795

 


 
14,795

 
 

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


- 13-



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 2015.

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 30, 2015. The graph assumes an investment of $100 on May 29, 2010 in the company's common stock, the Standard & Poor's 500 Stock Index and the NASD Non-Financial Index, with dividends reinvested.

 
2010
 
2011
 
2012
 
2013
 
2014
 
2015
Herman Miller, Inc.
$
100

 
$
129

 
$
96

 
$
152

 
$
170

 
$
151

S&P 500 Index
$
100

 
$
122

 
$
117

 
$
150

 
$
177

 
$
193

NASD Non-Financial
$
100

 
$
127

 
$
128

 
$
158

 
$
197

 
$
238


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


- 14-



Item 6 SELECTED FINANCIAL DATA

Review of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions, except key ratios and per share data)
2015
 
2014
2013
 
2012
 
2011
 
Operating Results
 
 
 
 
 
 
 
 
 
Net sales
$
2,142.2

 
$
1,882.0

$
1,774.9

 
$
1,724.1

 
$
1,649.2

 
Gross margin
791.4

 
631.0

605.2

 
590.6

 
538.1

 
Selling, general, and administrative (8)
556.6

 
590.8

430.4

 
400.3

 
369.0

 
Design and research
71.4

 
65.9

59.9

 
52.7

 
45.8

 
Operating earnings (loss)
163.4

 
(25.7
)
114.9

 
137.6

 
123.3

 
Earnings (loss) before income taxes
145.2

 
(43.4
)
97.2

 
119.5

 
102.5

 
Net earnings (loss)
98.1

 
(22.1
)
68.2

 
75.2

 
70.8

 
Cash flow from operating activities
167.7

 
90.1

136.5

 
90.1

 
89.0

 
Cash flow used in investing activities
(213.6
)
 
(48.2
)
(209.7
)
 
(58.4
)
 
(31.4
)
 
Cash flow used in financing activities
6.8

 
(22.4
)
(16.0
)
 
(1.6
)
 
(50.2
)
 
Depreciation and amortization
49.8

 
42.4

37.5

 
37.2

 
39.1

 
Capital expenditures
63.6

 
40.8

50.2

 
28.5

 
30.5

 
Common stock repurchased plus cash dividends paid
37.1

 
43.0

22.7

 
7.9

 
6.0

 
 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Sales growth
13.8
%
 
6.0
 %
2.9
 %
 
4.5
%
 
25.1
%
 
Gross margin (1)
36.9

 
33.5

34.1

 
34.3

 
32.6

 
Selling, general, and administrative (1) (8)
26.0

 
31.4

24.3

 
23.2

 
22.4

 
Design and research (1)
3.3

 
3.5

3.4

 
3.1

 
2.8

 
Operating earnings (1)
7.6

 
(1.4
)
6.5

 
8.0

 
7.5

 
Net earnings growth (decline)
543.9

 
(132.4
)
(9.3
)
 
6.2

 
150.2

 
After-tax return on net sales (4)
4.6

 
(1.2
)
3.8

 
4.4

 
4.3

 
After-tax return on average assets (5)
9.0

 
(2.3
)
7.6

 
9.1

 
9.0

 
After-tax return on average equity (6)
24.5
%
 
(6.4
)%
24.0
 %
 
33.2
%
 
49.7
%
 
 
 
 
 
 
 
 
 
 
 
Share and Per Share Data
 
 
 
 
 
 
 
 
 
Earnings (loss) per share-diluted
$
1.62

 
$
(0.37
)
$
1.16

 
$
1.29

 
$
1.06

 
Cash dividends declared per share
0.56

 
0.53

0.43

 
0.09

 
0.09

 
Book value per share at year end
7.18

 
6.27

5.44

 
4.25

 
3.53

 
Market price per share at year end
27.70

 
31.27

28.11

 
17.87

 
24.56

 
Weighted average shares outstanding-diluted
60.1

 
59.0

58.8

 
58.5

 
57.7

 
 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Total assets
$
1,188.2

 
$
990.9

$
946.5

 
$
839.1

 
$
808.0

 
Working capital (3)
112.6

 
145.7

109.3

 
201.6

 
205.9

 
Current ratio (2)
1.3

 
1.3

1.4

 
1.8

 
1.8

 
Interest-bearing debt and related swap agreements
290.0

 
250.0

250.0

 
250.0

 
250.0

 
Stockholders' equity
428.1

 
372.1

319.5

 
248.3

 
205.0

 
Total capital (7)
718.1

 
622.1

569.5

 
498.3

 
455.0

 
(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.


- 15-



 
Review of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions, except key ratios and per share data)
2010
2009
 
2008
 
2007
 
2006
 
Operating Results
 
 
 
 
 
 
 
 
 
Net sales
$
1,318.8

$
1,630.0

 
$
2,012.1

 
$
1,918.9

 
$
1,737.2

 
Gross margin
428.5

527.7

 
698.7

 
645.9

 
574.8

 
Selling, general, and administrative (8)
334.4

359.2

 
400.9

 
395.8

 
371.7

 
Design and research
40.5

45.7

 
51.2

 
52.0

 
45.4

 
Operating earnings
53.6

122.8

 
246.6

 
198.1

 
157.7

 
Earnings before income taxes
34.8

98.9

 
230.4

 
187.0

 
147.6

 
Net earnings
28.3

68.0

 
152.3

 
129.1

 
99.2

 
Cash flow from operating activities
98.7

91.7

 
213.6

 
137.7

 
150.4

 
Cash flow used in investing activities
(77.6
)
(29.5
)
 
(51.0
)
 
(37.4
)
 
(47.6
)
 
Cash flow used in financing activities
(78.9
)
(16.5
)
 
(86.5
)
 
(131.5
)
 
(151.4
)
 
Depreciation and amortization
42.6

41.7

 
43.2

 
41.2

 
41.6

 
Capital expenditures
22.3

25.3

 
40.5

 
41.3

 
50.8

 
Common stock repurchased plus cash dividends paid
5.7

19.5

 
287.9

 
185.6

 
175.4

 
 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Sales growth (decline)
(19.1
)%
(19.0
)%
 
4.9
%
 
10.5
%
 
14.6
%
 
Gross margin (1)
32.5

32.4

 
34.7

 
33.7

 
33.1

 
Selling, general, and administrative (1) (8)
25.4

22.0

 
19.9

 
20.6

 
21.4

 
Design and research (1)
3.1

2.8

 
2.5

 
2.7

 
2.6

 
Operating earnings (1)
4.1

7.5

 
12.3

 
10.3

 
9.1

 
Net earnings growth (decline)
(58.4
)
(55.4
)
 
18.0

 
30.1

 
45.9

 
After-tax return on net sales (4)
2.1

4.2

 
7.6

 
6.7

 
5.7

 
After-tax return on average assets (5)
3.7

8.8

 
21.0

 
19.4

 
14.4

 
After-tax return on average equity (6)
64.2
 %
433.1
 %
 
170.5
%
 
87.9
%
 
64.2
%
 
 
 
 
 
 
 
 
 
 
 
Share and Per Share Data
 
 
 
 
 
 
 
 
 
Earnings per share-diluted
$
0.43

$
1.25

 
$
2.56

 
$
1.98

 
$
1.45

 
Cash dividends declared per share
0.09

0.29

 
0.35

 
0.33

 
0.31

 
Book value per share at year end
1.41

0.15

 
0.42

 
2.47

 
2.10

 
Market price per share at year end
19.23

14.23

 
24.80

 
36.53

 
30.34

 
Weighted average shares outstanding-diluted
57.5

54.5

 
59.6

 
65.1

 
68.5

 
 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Total assets
$
770.6

$
767.3

 
$
783.2

 
$
666.2

 
$
668.0

 
Working capital (3)
182.9

243.7

 
182.7

 
103.2

 
93.8

 
Current ratio (2)
1.3

1.6

 
1.6

 
1.4

 
1.3

 
Interest-bearing debt and related swap agreements
301.2

377.4

 
375.5

 
176.2

 
178.8

 
Stockholders' equity
80.1

8.0

 
23.4

 
155.3

 
138.4

 
Total capital (7)
381.3

385.4

 
398.9

 
331.5

 
317.2

 



- 16-



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 mission statement is, Inspiring Designs to Help People Do Great Things. 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. Innovative business practices and a commitment to social responsibility have also helped establish Herman Miller as a recognized global leader. Herman Miller maintains 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 in 2014. Herman Miller is included in the Dow Jones Sustainability World Index and trades on the NASDAQ Global Select Market under the symbol MLHR.

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 — ELA Furniture Solutions includes the operations associated with the design, manufacture, and sale of furniture products, primarily for work-related settings, in the EMEA, Latin America, and Asia-Pacific geographic regions.

Specialty — Includes the operations associated with design, manufacture, and sale of high-craft furniture products and textiles including Geiger wood products, Maharam textiles, and Herman Miller Collection products.

Consumer — Includes the operations associated with the sale of modern design furnishings and accessories to third party retail distributors, as well as direct to consumer sales through eCommerce, direct mailing catalogs, and DWR studios.

The company also reports a corporate category consisting primarily of unallocated corporate expenses including restructuring, impairment, acquisition-related costs, and other unallocated corporate costs.


- 17-



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, DWR, Geiger, Maharam, POSH, Nemschoff 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 that engages 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 and Owned 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.

At May 30, 2015, the company owned three 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.

DWR Retail Studios - At the end of fiscal 2015 DWR had 33 retail studio and two outlet locations located in metropolitan cities throughout the United States. Revenue on sales from these studios is recognized upon delivery to the end customer.

E-Commerce - The company sells products through its online stores, in which products are available for sale via the company's website, hermanmiller.com as well as through the DWR online store, dwr.com. These sites complement our existing methods of distribution and extend the company's brand to new customers. The company recognizes revenue on these sales either upon shipment of the product, or for sales through the DWR online store, upon product delivery to the end customer.


- 18-



DWR Direct-Mail Catalogs - The company’s consumer business unit utilizes a direct-mail catalog program through its DWR subsidiary. A regular schedule of catalog mailings is maintained throughout the fiscal year and these serve as a key driver of sales across each of DWR’s channels, including retail studios and eCommerce websites. Revenue on sales transacted through this catalog program is recognized upon product delivery to the end customer.

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.

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.

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 of inspiring designs to help people do great things. To find opportunities for growth, we are 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 has the millennial generation overtaken the majority representation of the workforce, 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 meaningful 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

- 19-



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 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.

The company also monitors trade statistics reported by the U.S. Census Bureau, which reports monthly retail sales growth data across a number of retail categories, including Furniture and Home Furnishing Stores. This information provides a relative comparison to our Consumer reportable segment.

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 2015, which forecasts that the growth rate of office furniture orders in the U.S. will be 5.3 percent and 8.2 percent in calendar 2015 and 2016, respectively, while the growth rate of shipments will be 4.4 percent and 7.9 percent for calendar 2015 and 2016, respectively. This forecast of growth is based on an improvement in the U.S. economy, primarily driven by an improvement in employment and non-residential construction.


- 20-



Discussion of Business Conditions
Fiscal 2015 was a year that was highlighted by numerous strategic milestones:

We acquired Design Within Reach (DWR) and combined it with our existing eCommerce and wholesale consumer business in order to form a new consumer-focused business unit. This represented an important step in our strategy to extend the reach of our brand into the consumer and design trade markets. It also represented a step toward our goal of enhancing the awareness and connection of the Herman Miller brand to the users and specifiers of products sold within our core contract furniture business (an ambition we refer to as shifting from an “Industry” to “Industry+Consumer” focus).

We also invested in new products as we continued to implement and refine our Living Office initiative and continued to address strategic gaps in our product portfolio. During the year, we invested heavily in training for both our sales force and our dealers in this insight-led approach. Significant investments were also made in the product portfolio supporting Living Office, including the Mirra 2 chair, Locale, Public Office Landscape, Renew Sit-to-Stand tables, and Canvas Dock. These steps represent a move forward in establishing a leadership position in the new landscape of work, and we’ve been encouraged by the positive reaction from our customers, designers, and dealers. Our beliefs supporting the Living Office strategy and product offering were further confirmed by recognition that we received at the annual NeoCon trade show, which was held in June 2015 in Chicago. Our showroom and its demonstration of purposeful, real-world, Living Office applications was recognized by the International Interior Design Association (IIDA) and Contract magazine’s Showroom & Booth Design Competition as the best large showroom for the third consecutive year.

We also continued to expand our global manufacturing capabilities as we broke ground on our consolidated manufacturing and distribution site in the United Kingdom, which is expected to be operational in late summer 2015. We are also nearing completion on construction of a new leased manufacturing and assembly facility outside Bangalore, India, which we also expect to be operational this summer.

While we were pleased with the advancement of these strategic initiatives, fiscal 2015 did bring with it clear challenges, including significant global currency pressures and sluggish growth rates in our North American business segment. In spite of these challenges, we generated year-over-year growth in sales, orders, and earnings. Sales improved to $2,142.2 million, an increase of 13.8 percent from the fiscal 2014 level of $1,882.0 million. Operating earnings and Adjusted EBITDA(1) grew $189.1 million and $28.9 million, respectively, as compared to the prior year. Additionally, sales, operating earnings, and Adjusted EBITDA(1) showed year-over-year improvement across all of our reportable segments.

Within our North American segment, order rates did not meet our expectations at certain times during the year, particularly during the second and third quarters. Because of this, several key initiatives were undertaken to reinvigorate order growth in this segment, including key leadership appointments, changes to the organization of our sales structure, launching key new products, resetting showrooms to better reflect Living Office insights, and filling gaps in our selling capacity. It will take time for us to fully realize the benefits of these changes, but we were encouraged to see order patterns improve during the later stages of the fiscal year as a result of these shifts. For the fourth quarter, orders for the North American segment were approximately 2 percent better than the same period of the prior year. Excluding the impact of changes in foreign currency, orders improved by almost 4 percent compared to the fourth quarter of fiscal 2014. This improvement in order patterns toward the end of the year gives us confidence that we have the right strategy in place to respond to re-invigorate the growth of our North American segment as we move into fiscal 2016.

Our ELA segment faced significant headwinds related to changes in foreign currency exchange rates during the year. Despite the drag on results from foreign currency, sales grew approximately 5 percent as compared to the prior year. On a constant-currency basis, sales grew 9 percent year-over-year. Earnings also improved, both on a U.S. GAAP and Adjusted(1) basis, as compared to fiscal 2014. Operating earnings improved 12 percent, while Adjusted EBITDA(1) was 21 percent better than fiscal 2014.

Our Specialty segment also showed growth as compared to the prior year. Sales increased 6.9 percent as compared to fiscal 2014, bolstered mainly by improved sales volumes related to Geiger wood products and the Herman Miller Collection.

We also demonstrated significant growth within our Consumer segment that was driven principally by the aforementioned acquisition of DWR.






(1) Non-GAAP measurements; see accompanying reconciliations and explanations.

- 21-



As we head into the next fiscal year, the economic backdrop for our business remains mixed globally, but there are a number of factors that give us reason for optimism in the near-term. The U.S. continues to experience a strong labor market, businesses are reporting healthy cash positions, and growth in non-residential construction remains encouraging. All of these factors are helping fuel BIFMA’s industry growth expectations for the balance of this calendar year and next. Despite these positive indicators, we remain cautious on the near-term outlook for key economies outside the U.S., particularly in light of slower than expected growth in China and the ongoing struggles in the Eurozone.

Reconciliation of Non-GAAP Financial Measures
This report contains references to Adjusted gross margin, Adjusted operating expenses, Adjusted operating earnings, Adjusted EBITDA and Adjusted earnings per share diluted, all of which are non-GAAP financial measures (referred to collectively as the "Adjusted financial measures"). The Adjusted financial measures are calculated by excluding from Gross Margin, Operating expenses, 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 terminated during fiscal 2014
Expenses associated with acquisition-related inventory adjustments
Transaction expenses associated with recent acquisitions
Non-cash impairment expenses
Changes in contingent consideration, and
Impact of one-time tax items

We present the Adjusted financial measures because we consider them to be important supplemental measures of our performance and believe them to be useful in analyzing ongoing results from operations. The Adjusted financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to Gross margin, Operating expenses, Operating earnings (loss) and Earnings (loss) per share diluted under GAAP. The Adjusted financial measures 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. Our presentation of the Adjusted financial measures 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 the Adjusted financial measures only as a supplement.

The following table reconciles Gross margin to Adjusted gross margin for the years indicated.
 
Fiscal Year Ended
(Dollars in millions) 
May 30, 2015
May 31, 2014
Gross margin
$
791.4

$
631.0

Percentage of net sales
36.9
%
33.5
%
Add: Acquisition-related inventory adjustments
7.8

1.4

Add: Legacy pension expenses

51.3

Adjusted gross margin
$
799.2

$
683.7

 
 
 
Adjusted gross margin as a percentage of net sales
37.3
%
36.3
%


- 22-



The following table reconciles Operating expenses to Adjusted operating expenses for the years indicated.
 
Fiscal Year Ended
(Dollars in millions) 
May 30, 2015
May 31, 2014
Operating expenses
$
628.0

$
656.7

Percentage of net sales
29.3
%
34.9
%
Less: Restructuring and impairment expenses
(12.7
)
(26.5
)
Add: POSH contingent consideration

2.6

Less: Acquisition expenses
(2.2
)

Less: Legacy pension expenses

(113.1
)
Adjusted operating expenses
$
613.1

$
519.7

 
 
 
Adjusted operating expenses as a percentage of net sales
28.6
%
27.6
%

The following table reconciles Operating earnings (loss) to Adjusted operating earnings (loss) and Adjusted EBITDA for the years indicated.
 
Fiscal Year Ended
(Dollars In millions)
May 30, 2015
May 31, 2014
Operating earnings (loss)
$
163.4

$
(25.7
)
Percentage of net sales
7.6
%
(1.4
)%
Add: Restructuring and impairment expense
12.7

26.5

Add: Acquisition-related inventory adjustments
7.8

1.4

Add: Acquisition expenses
2.2


Add: Legacy pension expenses

164.4

Less: POSH contingent consideration

(2.6
)
Adjusted operating earnings
$
186.1

$
164.0

Percentage of net sales
8.7
%
8.7
 %
Other Income / (Expense), net
(0.7
)
(0.1
)
Add: Depreciation and amortization
49.8

42.4

Adjusted EBITDA
$
235.2

$
206.3

Percentage of net sales
11.0
%
11.0
 %

The following table reconciles Earnings (loss) per share diluted to Adjusted earnings (loss) per share diluted for the years indicated.
 
Fiscal Year Ended
 
May 30, 2015
May 31, 2014
Earnings (loss) per share – diluted
$
1.62

$
(0.37
)
Add: Restructuring and impairment expense
0.17

0.32

Add: Acquisition-related inventory adjustments
0.08

0.01

Add: Acquisition expenses
0.02


Add: Legacy pension expenses

1.76

Less: POSH contingent consideration

(0.04
)
Less: One-time tax impact
(0.07
)

Adjusted earnings per share – diluted
$
1.82

$
1.68





- 23-



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 2015
 
% Change from 2014
 
Fiscal 2014
 
% Change from 2013
 
Fiscal 2013
52 weeks
 
 
52 weeks
 
 
52 weeks
Net sales
$
2,142.2

 
13.8
 %
 
$
1,882.0

 
6.0
 %
 
$
1,774.9

Cost of sales
1,350.8

 
8.0
 %
 
1,251.0

 
7.0
 %
 
1,169.7

Gross margin
791.4

 
25.4
 %
 
631.0

 
4.3
 %
 
605.2

Operating expenses
628.0

 
(4.4
)%
 
656.7

 
33.9
 %
 
490.3

Operating earnings (loss)
163.4

 
735.8
 %
 
(25.7
)
 
(122.4
)%
 
114.9

Net other expenses
18.2

 
2.8
 %
 
17.7

 
 %
 
17.7

Earnings (loss) before income taxes
145.2

 
434.6
 %
 
(43.4
)
 
(144.7
)%
 
97.2

Income tax expense (benefit)
47.2

 
322.6
 %
 
(21.2
)
 
(173.4
)%
 
28.9

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

 
 %
 
0.1

 
 %
 
(0.1
)
Net earnings (loss)
98.1

 
543.9
 %
 
(22.1
)
 
(132.4
)%
 
68.2

Net earnings attributable to noncontrolling interests
0.6

 
N/A

 

 
 %
 

Net earnings (loss) attributable to Herman Miller, Inc.
$
97.5

 
541.2
 %
 
$
(22.1
)
 
(132.4
)%
 
$
68.2


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 2015
 
Fiscal 2014
 
Fiscal 2013
Net sales
100.0
%
 
100.0
 %
 
100.0
%
Cost of sales
63.1

 
66.5

 
65.9

Gross margin
36.9

 
33.5

 
34.1

Selling, general, and administrative expenses
25.4

 
30.0

 
24.2

Restructuring and impairment expenses
0.6

 
1.4

 
0.1

Design and research expenses
3.3

 
3.5

 
3.4

Total operating expenses
29.3

 
34.9

 
27.6

Operating earnings (loss)
7.6

 
(1.4
)
 
6.5

Net other expenses
0.8

 
0.9

 
1.0

Earnings (loss) before income taxes
6.8

 
(2.3
)
 
5.5

Income tax expense (benefit)
2.2

 
(1.1
)
 
1.6

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

 

 

Net earnings (loss)
4.6

 
(1.2
)
 
3.8

Net earnings attributable to noncontrolling interests

 

 

Net earnings (loss) attributable to Herman Miller, Inc.
4.6

 
(1.2
)
 
3.8


Net Sales, Orders, and Backlog - Fiscal 2015 Compared to Fiscal 2014
For the fiscal year ended May 30, 2015, consolidated net sales increased $260.2 million to $2,142.2 million from $1,882.0 million for the fiscal year ended May 31, 2014. The increase in sales was primarily attributable to the addition of DWR, which increased net sales by approximately $194.3 million. The increase in sales from fiscal 2014 to fiscal 2015 was is also attributable to growth in sales volumes within the ELA segment, legacy Herman Miller Consumer business, and Geiger subsidiary. The improvement during fiscal 2015 within the ELA segment was due primarily to increased sales volumes within the EMEA region and Asia regions. Within Asia, the growth in sales volumes was particularly strong within Australia and India.

The overall impact of foreign currency changes for the fiscal year was to decrease net sales by approximately $24.8 million. The negative impact from foreign currency translation resulted from a general strengthening of the U.S. dollar relative to the majority of functional currencies used by Herman Miller's foreign subsidiaries.


- 24-



The Consumer segment, excluding the previously mentioned increase related to DWR, and the Specialty segment also drove year-over-year growth in sales volume during fiscal 2015. The increase within the Specialty segment was driven principally by Geiger, while the change related to the Consumer segment (excluding DWR) was driven by the Herman Miller Consumer product offering.

There was no one significant item driving the balance of the increase; but rather, it was caused mainly by the timing of project completion and the conversion of existing backlog into sales within the North American business segment.

The following table presents the quantification of the changes in net sales from fiscal 2014 to fiscal 2015.
(In millions)
 
Fiscal 2014 Net sales
$
1,882.0

DWR acquisition
194.3

Dealer divestitures
(12.1
)
Impact from foreign currency
(24.8
)
Asia sales volumes
11.9

EMEA sales volumes
26.6

Herman Miller Consumer volumes
8.5

Net changes in pricing
13.7

Geiger sales volumes
9.6

U.S. federal government volumes
(4.4
)
Other change in sales
36.9

Fiscal 2015 Net sales
$
2,142.2


Consolidated net trade orders for fiscal 2015 totaled $2,146.5 million compared to $1,917.7 million in fiscal 2014, an increase of 11.9 percent. Order rates began the year at a steady pace with orders averaging approximately $40 million per week for the first quarter and $44 million per week for the second quarter. For the third quarter, weekly order rates decreased to an average of approximately $39 million per week. The fourth quarter finished the year with average weekly order rates increasing to approximately $43 million.

The weekly order pacing in the third quarter and the fourth quarter of fiscal 2015 was impacted by the price increase that was announced during the third quarter of fiscal 2015. This caused approximately $21 million of orders that otherwise would have been entered in the fourth quarter, to be entered in the third quarter. A price increase was also announced in the third quarter of fiscal 2014 and the impact on orders was similar in the prior year. As such, the price increase does not have an impact on orders year-over-year, only sequentially. When adjusting for this impact, the weekly pacing of orders for the third quarter and fourth quarter was $37 million per week and $45 million per week, respectively. The overall impact of foreign currency changes for the fiscal year decreased net orders by approximately $24.1 million as compared to the prior year.

Our backlog of unfilled orders at the end of fiscal 2015 totaled $322.2 million, a 5.2 percent increase from the $306.4 million of backlog at the end of fiscal 2014.

BIFMA reported an estimated year-over-year increase in U.S. office furniture shipments of approximately 6.3 percent for the twelve-month period ended May 2015. By comparison, 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.

We also monitor trade statistics reported by the U.S. Census Bureau, which reports monthly retail sales growth data across a number of retail categories, including Furniture and Home Furnishing Stores. This information provides a relative comparison to our Consumer reportable segment, but is not intended to be an exact comparison. The average monthly year-over-year growth rate in sales for the Furniture and Home Furnishing Stores category for the twelve month period ended May 31, 2015, was approximately 4.0 percent. By comparison, net sales growth for the Consumer segment was approximately 299.6 percent. Adjusting for the impact of acquisitions, divestitures and foreign currency translation, organic net sales growth for the Consumer segment was approximately 13.1 percent.

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

- 25-



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

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
)
Other change in sales
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 to an average of 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 of fiscal 2014. 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 2014 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 decrease in U.S. office furniture shipments of approximately 1.2 percent for the twelve-month period ended May 2014. By comparison, net sales increased for the company's domestic U.S. business by approximately 3.0 percent.

Gross Margin - Fiscal 2015 Compared to Fiscal 2014
Fiscal 2015 gross margin as a percentage of sales was 36.9 percent, which is an increase of 340 basis points from the fiscal 2014 level. The improvement in gross margin was driven primarily by prior year charges related to the termination of the company's primary defined benefit pension plan, which led to a 240 basis point increase in gross margin during fiscal 2015. The acquisition of DWR provided a zero basis point improvement in gross margin, but excluding the effect of acquisition-related inventory adjustments, DWR provided an increase in the gross margin percentage of 40 basis points in fiscal 2015 relative to the prior year. The benefit captured from price increases - net of incremental discounting, provided a 40 basis point improvement. These increases were offset by the negative impact of foreign currency translation, which led to a decrease in gross margin of 30 basis points. The remainder of the change in gross margin during fiscal 2015 was driven by improved production, product, and channel mix.


- 26-



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 30, 2015
 
May 31, 2014
 
Change
Direct materials
41.9
%
 
41.3
%
 
0.6
 %
Direct labor
5.8

 
6.4

 
(0.6
)
Manufacturing overhead
 
 
 
 
 
Manufacturing overhead - excluding legacy pension
8.8

 
10.1

 
(1.3
)
Legacy pension impact on manufacturing overhead

 
2.7

 
(2.7
)
Total manufacturing overhead
8.8


12.8

 
(4.0
)
Freight and distribution
6.6

 
6.0

 
0.6

Cost of sales
63.1
%
 
66.5
%
 
(3.4
)%

The addition of DWR to the company's consolidated results in fiscal 2015 impacted the components of consolidated cost of sales as a percentage of net sales. As a furnishings retailer, DWR sources the products it sells from various manufacturers. Accordingly, a much higher percentage of its cost of sales is attributable to direct materials and freight and distribution. The analysis below reflects the impact of DWR on each component of the company's consolidated cost of sales as a percentage of gross margin.

Direct material costs as a percent of net sales for fiscal 2015 increased 60 basis points as compared to fiscal 2014. The increase in direct material costs as a percentage of net sales was primarily driven by the impact of DWR, which provided an increase of 100 basis points. The DWR increase in the direct material cost percentage was impacted by acquisition-related inventory adjustments recorded during fiscal 2015. The negative impact of foreign currency translation provided an additional increase of 10 basis points. These increases were offset by the benefit of price increases - net of incremental discounting (30 basis points) as well as by favorable product mix (20 basis points).

Direct labor was 5.8 percent of net sales for fiscal 2015, a decrease of 60 basis points from fiscal 2014. This reduction was primarily due to the acquisition of DWR, offset by the negative impact of foreign currency translation.

Manufacturing overhead was 8.8 percent of net sales for fiscal 2015, a decrease of 400 basis points from the prior year. The decrease in manufacturing overhead as a percentage of net sales was primarily due to the favorable impacts from a reduction in legacy pension expenses and the acquisition of DWR. These factors drove a reduction in the manufacturing overhead percentage of 240 and 100 basis points, respectively, compared to fiscal 2014. The sale of owned dealerships during fiscal 2014 and the lower cost of employee incentives each provided an improvement of 10 basis points. The remaining decrease in the manufacturing overhead percentage was due to improved leverage within the company's principal U.S. manufacturing facilities as well as the favorable impact of changes in product and channel mix as compared to the prior year.

Freight and distribution expenses, as a percentage of sales, was 6.6 percent for fiscal 2015, an increase of 60 basis points as compared to fiscal 2014. The increase was driven by the acquisition of DWR and the impact of foreign currency translation.

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).
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
 %

- 27-




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 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 fiscal year 2013.

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 fiscal year 2013.

Operating Expenses - Fiscal 2015 Compared to Fiscal 2014
Operating expenses in fiscal 2015 were $628.0 million, or 29.3 percent of net sales, which compares to $656.7 million, or 34.9 percent of net sales in fiscal 2014. The decrease in operating expenses as compared to the prior year related primarily to legacy pension expenses recorded in fiscal 2014 of $113.1 million. The acquisition of DWR contributed an additional $81.5 million of operating expenses. As compared to fiscal 2014, restructuring and impairment expenses decreased by $13.8 million during fiscal 2015. Excluding the impact of DWR, design and research expenses increased $4.3 million in fiscal 2015 as compared to the prior year. Warranty expenses for the year increased by approximately $4.8 million. The increase in warranty expense was due to updating claims loss experience in the warranty liability estimates, additional sales of new products, and an increase in customer specific claims as compared to the prior year. The remaining change was due to net changes 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 $4.8 million.

Design and research costs included in total operating expenses for fiscal 2015 were $71.4 million, or 3.3 percent of net sales, compared to fiscal 2014 expenses of $65.9 million, or 3.5 percent of net sales. This increase was driven by the acquisition of DWR during fiscal 2015 as well as investment in various projects. Royalty payments to designers for the company products, which are included within design and research costs, totaled $14.7 million and $12.0 million in fiscal years 2015 and 2014, respectively.

Restructuring and Impairment - Fiscal 2015 and Fiscal 2014
Restructuring and impairment charges decreased $13.8 million from $26.5 million in fiscal 2014 to $12.7 million in fiscal 2015. Restructuring and impairment expenses during fiscal 2015 included $1.9 million related to targeted workforce reductions within the North American segment and $10.8 million in impairment expenses related to the impairment of the POSH trade name. During fiscal 2014, restructuring and impairment expenses included $4.0 million related to the impairment of property in Ningbo, China, $1.1 million related to restructuring actions taken to improve the efficiency of the North American sales and distribution channel and Geiger manufacturing operations, and $21.4 million in impairment expenses related to the POSH and Nemschoff trade names.

During fiscal 2013, the company incurred restructuring expense of $1.2 million, all of which related to the 2012 Plan. The 2012 Plan represented 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. The restructuring consisted of $0.3 million related to severance and $0.9 million related to building exit costs.

The restructuring liabilities of $1.4 million and $0.4 million for fiscal years 2015 and 2014, respectively, are included in, "Other 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 2014 to fiscal 2015.

- 28-



(In millions)
 
Fiscal 2014 Operating expenses
$
656.7

Selling, general & administrative change
 
Legacy pension expenses
(113.1
)
DWR Acquisition
81.5

Dealer divestitures
(3.6
)
Impact from foreign currency
(4.8
)
Warranty
4.8

Employee incentive costs
(4.0
)
Administrative expenses
2.9

Marketing and selling
(2.4
)
Acquisition expenses
2.2

Depreciation and amortization
1.9

Other
15.4

Restructuring and impairment change
(13.8
)
Design and research change
4.3

Fiscal 2015 Operating expenses
$
628.0


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.
 
Design and research costs included in total operating expenses for fiscal 2014 was $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.

The following table presents the quantification of the changes in total operating expenses from fiscal 2012 to fiscal 2013.

- 29-



(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 Earnings (Loss)
In fiscal 2015, the company generated operating earnings of $163.4 million, an increase of $189.1 million from a fiscal 2014 operating loss of $25.7 million. This increase was attributable primarily to legacy pension expenses recorded in fiscal year 2014 of $164.4 million. Additionally, restructuring and impairment expenses were $26.5 million in fiscal 2014 as compared to $12.7 million in fiscal 2015. The fiscal 2014 operating earnings of $25.7 million represented a $140.6 million decrease from fiscal 2013 operating earnings of $114.9 million. This decrease was driven by legacy pension costs recorded during fiscal 2014.

Other Expenses and Income
In fiscal 2015, net other expenses were $18.2 million. Net other expenses were flat in fiscal 2014 as compared to fiscal 2013, totaling $17.7 million for each year. The increase in net other expenses in fiscal 2015 was primarily related to an increase in currency loss as compared to fiscal 2014.

Income Taxes
The company's effective tax rate was 32.6 percent in fiscal 2015 versus 48.9 percent in fiscal 2014, and 29.8 percent in fiscal 2013. The effective tax rate in fiscal 2015 was below the statutory rate of 35 percent, primarily due to the domestic U.S. manufacturing deduction and a tax benefit related to the recently completed foreign entity reorganization. The company reorganized certain of its non-U.S. subsidiaries under a holding company structure in order to facilitate the efficient movement of non-U.S. cash and provide a platform to fund foreign investments. A planned repatriation from certain entities in the holding company structure generated a net tax benefit of $3.9 million in fiscal 2015.

The effective tax rate in fiscal 2014 was above the statutory rate of 35 percent, primarily due to the domestic U.S. manufacturing deduction and 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 this year. 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.

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

Net Earnings (Loss); Earnings (Loss) per Share
In fiscal 2015, fiscal 2014, and fiscal 2013, the company generated net earnings of $98.1 million, net loss of $(22.1) million, and net earnings of $68.2 million, respectively. In fiscal 2015, diluted earnings per share was $1.62, while diluted loss per share in fiscal 2014 was $(0.37), and diluted earnings per share was $1.16 in fiscal 2013.

Reportable Operating Segments
The business is comprised of various operating segments as defined by generally accepted accounting principles in the United States. These operating segments are determined on the basis of how the company internally reports and evaluates financial information used to make operating decisions. Due to the realignment of our reportable segments during the year, the structure of the segments has changed to those

- 30-



set forth below and prior year results have been revised to reflect these updates. 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 each represent reporting units.
ELA Furniture Solutions — Includes EMEA, Latin America, and Asia-Pacific operations associated with the design, manufacture and sale of furniture products, primarily for work-related settings.
Specialty — Includes operations associated with the design, manufacture, and sale of high-craft furniture products and textiles including Geiger wood products, Maharam textiles, and Herman Miller Collection products.
Consumer — Includes operations associated with the sale of modern design furnishings and accessories to third party retail distributors, as well as direct to consumer sales through eCommerce, direct mailing catalogs, and DWR retail studios.

The company also reports a corporate category consisting primarily of, as applicable, unallocated corporate expenses including restructuring, impairment, acquisition-related costs, and other unallocated corporate costs. The fiscal year 2015 and 2014 results are as follows:
 
Fiscal 2015
Fiscal 2014
 
North America
ELA
Specialty
Consumer
Corporate
Total
North America
ELA
Specialty
Consumer
Corporate
Total
Net Sales, as reported
1,241.9

409.9

219.9

270.5


2,142.2

1,216.3

392.2

205.8

67.7


1,882.0

% change from PY
2.1
%
4.5
%
6.9
%
299.6
%
%
13.8
%
(0.5
)%
3.9
%
84.2
%
5.8
%
%
6.0
%
 
Fiscal 2015
Fiscal 2014
 
North America
ELA
Specialty
Consumer
Corporate
Total
North America
ELA
Specialty
Consumer
Corporate
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Earnings (Loss)
125.2

25.9

13.5

14.7

(15.9
)
$
163.4

(27.0
)
23.1

(5.3
)
9.9

(26.4
)
$
(25.7
)
Add: Restructuring / Impairment Expenses




12.7

12.7





26.5

26.5

Add: Acquisition-Related Inventory Adjustments



7.8


7.8



1.4



1.4

Add: Legacy Pension Expenses






147.0


12.2

5.2


164.4

Add: POSH Cont. Consid. Reduction







(2.6
)



(2.6
)
Acquisition Expenses




2.2

2.2







Adjusted Operating Earnings
125.2

25.9

13.5

22.5

(1.0
)
186.1

$
120.0

$
20.5

$
8.3

$
15.1

$
0.1

$
164.0

 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income / (Expense), net
 
 
 
 
(0.7
)
(0.7
)
 
 
 
 
(0.1
)
(0.1
)
Add: Depreciation and Amortization
26.5

8.2

7.4

7.3

0.4

49.8

26.8

7.6

6.8

1.2


42.4

Adjusted EBITDA
$
151.7

$
34.1

$
20.9

$
29.8

$
(1.3
)
$
235.2

$
146.8

$
28.1

$
15.1

$
16.3

$

$
206.3


Discussion of Segments - Fiscal 2015 Compared to Fiscal 2014
North America
Net sales within the North American Furniture Solutions (North America) reportable segment increased to $1,241.9 million in fiscal 2015, an increase of $25.6 million from fiscal 2014 net sales of $1,216.3 million. The impact of dealer divestitures in fiscal 2014 had the effect of reducing sales by approximately $12.1 million during fiscal 2015. The impact of foreign currency changes decreased fiscal 2015 net sales by approximately $7.2 million. The impact of changes in pricing, net of discounting, is estimated to have had an $11.7 million increase on net sales during fiscal 2015 over the prior year. The segment also experienced a $4.4 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2014. The rest of the increase in sales during fiscal 2015 was due to higher volumes, the timing of project completions, and the conversion of existing backlog into sales.

Operating earnings for North America in fiscal 2015 were $125.2 million, a $152.2 million increase from fiscal 2014. The increase in operating earnings during fiscal 2015 was driven primarily by non-recurring legacy pension costs recognized during fiscal 2014 of $147.0 million. These costs related to the prior year termination of the primary domestic defined benefit pension plans. Additionally, during fiscal 2015, there was a $3.2 million increase in warranty expense and a $5.9 million decrease in marketing and selling expenses as compared to fiscal 2014. The impact of foreign currency changes decreased fiscal 2015 operating earnings for North America by approximately $4.7 million. The remaining change in operating earnings was due to growth in gross margin that was driven by improvements in pricing, net of discounting, and improved product mix.

- 31-




ELA Furniture Solutions (EMEA, Latin America, and Asia Pacific)
In spite of the negative impact on sales of foreign currency translation of $16.8 million, net sales in the ELA Furniture Solutions (ELA) reportable segment increased 4.5 percent, or $17.7 million, in fiscal 2015 as compared to fiscal 2014. On a constant currency basis, net sales increased $34.5 million during fiscal 2015 as compared to fiscal 2014 due to growth in sales volumes within the EMEA and Asia regions.

Operating earnings within ELA for fiscal 2015 were $25.9 million, a $2.8 million increase from fiscal 2014. The impact of foreign currency changes decreased fiscal 2015 operating earnings for ELA by approximately $9.1 million. However, the positive earnings momentum of ELA during the fiscal year more than offset the negative impact of foreign currency translation. Year-over-year, improved sales volumes in the EMEA and Asia regions along with the improved manufacturing efficiency at the company's United Kingdom and Asia manufacturing operations led to an increase in operating earnings, on a constant currency basis.

Specialty
Net sales within the Specialty reportable segment increased 6.9 percent, or $14.0 million, compared to fiscal 2014. This year-over-year improvement was driven principally by higher sales volumes of Geiger wood products and Herman Miller Collection products.

Operating earnings within the Specialty reportable segment totaled $13.5 million for the year, or 6.1 percent of net sales, an increase of $18.8 million from fiscal 2014. The increase in operating earnings during fiscal 2015 related in-part to one-time expenses incurred during the prior year that did not recur in the current year. These prior year expenses were legacy pension of $12.2 million and inventory adjustments related to the Maharam acquisition of $1.4 million. The remaining increase was driven by improved operating performance and leverage from both the Geiger and Maharam subsidiaries.

Consumer
Net sales for the Consumer reportable segment increased to $270.5 million in fiscal 2015, an increase of $202.8 million from fiscal 2014 net sales of $67.7. Net sales during the year increased by $194.3 due to the acquisition of DWR, net of intercompany eliminations. The remaining change in sales was driven by increases in pricing and higher sales volumes within the company's legacy wholesale and eCommerce consumer business.

Operating earnings within the Consumer segment were $14.7 million during fiscal 2015 as compared to operating earnings of $9.9 million in fiscal 2014. The increase in operating earnings during fiscal 2015 related, in part, to decreased legacy pension expenses of $5.2 million. Inventory adjustments associated with the DWR acquisition decreased fiscal 2015 operating earnings by $7.8 million. The remaining change in operating earnings was driven by increased margins and operating earnings associated with the acquisition of DWR as well as higher sales volumes within the company's existing consumer wholesale and eCommerce business.

Discussion of Segments - Fiscal 2014 Compared to Fiscal 2013
North America
Net sales within the North America reportable segment were $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 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 $3.0 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

ELA Furniture Solutions (EMEA, Latin America and Asia Pacific)
Net sales within the 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.


- 32-



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
Net sales within the Specialty reportable segment were $205.8 million in fiscal 2014 as compared to $111.7 million in fiscal 2013. The acquisition of Maharam contributed an additional $96.5 million of net sales during fiscal 2014.

Operating losses for the Specialty reportable segment in fiscal 2014 were $5.3 million, a decrease of $7.1 million from fiscal 2013. The decrease was driven principally by increased legacy pension expense of $10.5 million, offset by an increase in operating earnings from Maharam of $4.2 million.

Consumer
Net sales for the Consumer reportable segment were $67.7 million in fiscal 2014, an increase of $3.7 million as compared to fiscal 2013. The increase is attributable to the impact of changes in pricing, net of discounting, and increased sales volumes.

Operating earnings within the Consumer reportable segment totaled $9.9 million in fiscal 2014 as compared to $13.6 million in fiscal 2013. The decrease in operating earnings was driven primarily by increased legacy pension expenses of $5.2 million

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)
2015
 
2014
 
2013
Cash and cash equivalents, end of period
$
63.7

 
$
101.5

 
$
82.7

Marketable securities, end of period
$
5.7

 
$
11.1

 
$
10.8

Cash provided by operating activities
$
167.7

 
$
90.1

 
$
136.5

Cash used for investing activities
$
(213.6
)
 
$
(48.2
)
 
$
(209.7
)
Cash provided by (used for) financing activities
$
6.8

 
$
(22.4
)
 
$
(16.0
)
Pension and post-retirement benefit plan contributions (1)
$
(1.4
)
 
$
(50.2
)
 
(4.5
)
Capital expenditures
$
(63.6
)
 
$
(40.8
)
 
$
(50.2
)
Stock repurchased and retired
$
(3.7
)
 
$
(12.7
)
 
$
(3.6
)
Interest-bearing debt, end of period (3)
$
290.0

 
$
250.0

 
250.0

Available unsecured credit facilities, end of period (2) (3)
$
164.5

 
$
155.1

 
$
147.3


(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 2015, 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 2015 totaled $167.7 million compared to $90.1 million generated in the prior year. This represents an increase of $77.6 million compared to fiscal 2014. The increase from fiscal 2014 was driven primarily by a decrease in pension contributions of approximately $48.8 million associated with the termination of the company's primary domestic defined benefit pension plan during fiscal 2014. Additionally, an increase in net income from fiscal 2014 to fiscal 2015 also contributed to the increase in cash flows from operating activities.
Changes in working capital balances resulted in a $3.5 million source of cash in the current fiscal year compared to a $21.2 million use of cash in the prior year. The sources of cash related to changes in working capital balances in fiscal 2015 consisted primarily of a decrease in trade receivables of $7.8 million, an increase in accounts payable of $1.1 million and an increase in accrued liabilities of $6.1 million. This was partially offset by increases in inventory and prepaid expenses of $9.0 million and $2.5 million, respectively.
The $46.4 million decrease in cash from operations in fiscal 2014, as compared to fiscal 2013, was driven primarily 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.

- 33-



Changes in working capital balances resulted in a $21.2 million use of cash in fiscal 2014 compared to a $17.2 million source of cash in fiscal 2013. 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.
Collections of accounts receivable remained strong throughout fiscal 2015, 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 1.5 percent, 1.9 percent, and 2.4 percent at the end of fiscal years 2015, 2014, and 2013, respectively.

Cash Flow — Investing Activities
Capital expenditures totaled $63.6 million, $40.8 million and $50.2 million in fiscal 2015, 2014, and 2013, respectively. The increase in capital expenditures of $22.8 million from fiscal 2014 to fiscal 2015 was driven primarily by expenditures related to the construction of a new facility in the United Kingdom for the purpose of consolidating manufacturing and distribution activities, as well as capital expenditures made by DWR associated with investment in retail studio and outlet locations.

Outstanding commitments for future capital purchases at the end of fiscal 2015 were approximately $13.1 million. The company expects capital spending in fiscal 2016 to be between $70 million and $80 million. The expected increase as compared to fiscal 2015 is primarily due to planned investments in the company's showrooms and retail locations.

Included in the fiscal 2015, 2014 and 2013 investing activities are net cash outflows related to acquisitions. These amounts are summarized below:
(In millions)
2015
 
2014
 
2013
Design Within Reach (DWR)
$
154.0

 
 
 
 
Certain Assets of Dongguan Sun Hing Steel Furniture Factory Ltd (DGSH)
 
 
$
6.7

 
 
Maharam Fabric Corporation (Maharam)
 
 
 
 
$
155.8

Sun Hing POSH Holdings Limited (POSH)
 
 
 
 
$
1.7


Our net marketable securities transactions for fiscal 2015 yielded a $5.3 million source of cash. This compares to a $0.3 million and $1.2 million use of cash in fiscal 2014 and fiscal 2013, respectively.

Cash Flow — Financing Activities
 
Fiscal Year Ended
(In millions, except share and per share data)
2015
 
2014
 
2013
Shares acquired
121,488

 
408,391

 
154,917

Cost of shares acquired
$
3.7

 
$
12.7

 
$
3.6

Shares issued
501,277

 
1,040,255

 
461,944

Average cash received per share issued
$
15.48