UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[ X ]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[__]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended May 31, 2014June 3, 2017Commission 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, or an emerging growth company. See definitionthe definitions of “accelerated filer,” “large accelerated filer,” "accelerated filer," "smaller reporting company," and “smaller reporting company”“emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ X ]    Accelerated filer [__]   Non-accelerated filer [__]    Smaller reporting company [__] Emerging growth company [__]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act                 [__]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes [__]     No [ X ]
The aggregate market value of the voting stock held by “nonaffiliates” of the registrant (for this purpose only, the affiliates of the registrant have been assumed to be the executive officers and directors of the registrant and their associates) as of November 30, 2013,December 3, 2016, was $1,864,534,305$1,932,194,648 (based on $31.91$32.65 per share which was the closing sale price as reported by NASDAQ).
The number of shares outstanding of the registrant's common stock, as of July 24, 2014:27, 2017: Common stock, $.20 par value - 59,404,64159,848,326 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on October 6, 2014,9, 2017, are incorporated into Part III of this report.
































This page intentionally left blank.




TABLE OF CONTENTSHerman Miller, Inc. Form 10-K
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 BUSINESSBusiness

General Development of Business
TheHerman 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. The company's products are sold primarily through independent contract office furniture dealers as well as the following channels: owned contract office furniture dealers, direct customer sales, independent retailers, and the company's online store. Through research, the company seeks to understand, 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 compellinginnovative solutions to such needs and problems. Ultimately,The company's products are sold primarily through the company seeks to createfollowing channels: Owned and enable inspiring designs, inventive technologies,independent contract furniture dealers, direct customer sales, owned and strategic services that help people to do great thingsindependent retailers, direct-mail catalogs, and organizations to perform at their best.the company's online stores.

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 1413 to thethe 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, home furnishings and related services. Most of these systems and products are designed to be used together.

The company's mission statement is "Inspiring Designs To Help People Do Great Things." The company's ingenuity and design excellence createscreate award-winning products and services, which hashave made us a leader in design and development of furniture, furniture systems, textiles and textiles.technology solutions. This leadership is exemplified by the innovative concepts introduced by the company in its modular systems (including Canvas Office Landscape™Landscape®, Locale®, Metaform Portfolio™, Public Office Landscape™Landscape®, Layout Studio®, Action Office®, Ethospace®, Resolve®,Arras® and My Studio Environments™Resolve®). The company also offers a broad array of seating (including Embody®, Aeron®, Mirra®, Mirra2™, Setu®, Sayl®, Verus®, Celle®, Equa®, Taper™ and Ergon® office chairs), storage (including Meridian® and Tu™Tu® products), woodenwood casegoods (including Geiger® products), freestanding furniture products (including Abak®Abak™, Intent®, Sense™ and Envelop®), healthcare products (including Compass®Palisade™, Compass™, Nala®, Ava® and other Nemschoff® products), the Thrive portfolio of ergonomic solutions and the recently acquired textiles of Maharam Fabric Corporation (Maharam). The Live OSSM system of cloud-connected furnishings, applications and dashboards provides a data analytics solution for the company's customers.

The company also offers products for residential settings, including Eames®, Eames (lounge chair configuration)®, Eames (management chair configuration)®, Eames Soft Pad™, Nelson™ basic cabinet series, Nelson™ end table, Nelson™ lanterns, Nelson™ marshmallow sofa, Nelson™ miniature chests, Nelson™ platform bench, Nelson™ swag leg group, Nelson™ tray table, Bubble Lamps®, Airia™, Ardea®, Bumper™, Burdick Group™, Everywhere™ tables, Claw™, Caper®, Distil™, Envelope™, Formwork®, Full Round™, H Frame™, I Beam™, Landmark™, Logic Mini™, Logic Power Access Solutions™, Renew™, Rolled Arm™, Scissor™, Sled™, Soft Pad™, Swoop™, Tone™, Twist™, Ward Bennett™ and Wireframe™.

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.website and through its owned Design Within Reach ("DWR") retail studios. 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 8063 percent of the company's sales in the fiscal year ended May 31, 2014June 3, 2017, 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,business organizations by the company's own sales staff, its owned dealer network, its DWR retail studios or independent dealers and retailers.

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

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


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

- 3-



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.report, "Management's Discussion and Analysis of Financial Condition and Results of Operations”.

Patents, Trademarks,Trademarks, Licenses, Etc.
The company has 108 active utility and design patents in the United States utility patents on various components used in its products and 49 active United States design patents.States. Many of the inventions covered by the United Statesthese 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,such marks, except for the following trademarks: Herman Miller®, Herman Miller Circled Symbolic M®, Maharam®, Geiger®, Design Within Reach®, DWR®, Nemschoff®, Action Office®, Living Office®, Ethospace®, Aeron®, Mirra®, Embody®, Setu®, Sayl®, Eames®, PostureFit®, Meridian®, and Canvas Office Landscape®. It is estimated that the average remaining life of suchthe company's patents and trademarks is approximately 5 years and 6 years, respectively.years.

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.report “Management's Discussion and Analysis of Financial Condition and Results of Operations”. 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 estimatedThe company estimates that no single dealer accounted for more than than 5 percent of the company's net sales in the fiscal year ended May 31, 2014. It is also estimatedJune 3, 2017. The company estimates that the largest single end-user customer the U.S. federal government, accounted for $102$102 million,, $114 $88 million and $164$97 million of the company's net sales in fiscal 2014, 2013,2017, 2016, and 2012,2015, respectively. This represents approximately 5 percent,, 6 4 percent and 9.55 percent of the company's net sales in fiscal 2014, 2013,2017, 2016 and 2012,2015, respectively. The company's 10 largest customers in the aggregate accounted for approximately 2318 percent,, 23 18 percent,, and 2220 percent of net sales in fiscal 2014, 2013,2017, 2016, and 2012,2015, respectively.

Backlog of Unfilled Orders
As of May 31, 2014,June 3, 2017, the company's backlog of unfilled orders was $306.4 million.$322.6 million. At June 1, 2013,May 28, 2016, the company's backlog totaled $274.4 million.$323.5 million. The backlog as of the end of fiscal 2017 was lower as compared to the ending backlog as of the end of fiscal 2016 due in part to the sale of an owned dealer in Philadelphia, which resulted in a decrease in backlog of $11.6 million. It is expected that substantially all the orders forming the backlog at May 31, 2014,June 3, 2017, 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. TheFrom 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, theThe 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 this consumer market.



Research, Design and Development
The company believes it 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 understand, define and clarify customerscustomer needs and the problems which they are trying to solve. The company designs innovative products and services that address customer needs and solve their problems. The company uses both internal and independent research resources and independent design resources. Exclusive of royalty payments, the company spent approximately $53.9$58.6 million,, $48.3 $62.4 million, and $41.0$56.7 million on research and development activities in fiscal 2014, 2013,2017, 2016 and 2012,2015, respectively. Generally, royalties are paid to designers of the company's products as the products are sold and are not included in researchthe Design and development costs since they are variable based on product sales.Research line item within the Consolidated Statements of Comprehensive Income.

Environmental Matters
We believeFor over 50 years, respecting the environment has been more than good business practice for us - it is a cause every corporation should put high on its agenda. Ten years ago, we put into place a set of environmentalthe 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 that included a zero operational footprint. We have sharpened our goalsare focused around the smart use of resources, eco-inspired design, and becoming community driven. Our new 10-year sustainability strategy - Earthright - begins with three principles; positive

- 4-



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

Human Resources
The company considers its employees to be another of its major competitive strengths. The company stresses individual employee participation and incentives, believing that this emphasis has helped attract and retain a competent and motivated workforce. The company's human resources group provides employee recruitment, education and development, andas well as compensation planning and counseling. ThereAdditionally, there have been no work stoppages or labor disputes in the company's history and its relations with its employees are considered good. Approximately 8.0. As of June 3, 2017, approximately 15 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 NingboDongguan subsidiaries.

As of May 31, 2014,June 3, 2017, the company employed 6,630 full-time and 162 part-timehad 7,478 employees, representing a 16.22 percent increase and a 0.6 percent increase, respectively,decrease as compared with June 1, 2013. The increase in employees was driven principally by our acquisition of the manufacturing and distribution facilities in Dongguan, China, during fiscal 2014. Refer to Note 2 of the Consolidated Financial Statements for further information regarding this acquisition.May 28, 2016. In addition to its employee work force,workforce, the company uses temporary purchased labor to meet uneven demand in its manufacturing operations.

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

The company's products currently sold in international markets are manufactured by wholly owned subsidiaries in the United States, the United Kingdom, China and China.India. Sales are made through wholly owned subsidiaries or branches in Canada, France, Germany, Italy, Japan, Mexico, Australia, Singapore, China (including Hong Kong), India, Brazil and the Netherlands. The company's products are offered in Europe, the Middle East, SouthAfrica, Latin America and Asiathe Asia/Pacific region through dealers.

Additional information with respect to operations by geographic area appears inin Note 1413 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 atvia 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 FACTORSRisk 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 takefocused on taking advantage of existing markets, explore growth opportunities inthe changing composition of the office floor plate, the greater desire for customization from our customers, new markets with supportive demographics, increase demand by addressing unmet needs,technologies and expanding into areas that yield higher prospects for margins and profitability.trends towards urbanization.

We ultimately aspire to create a lifestyle brand, andTo that end, we intend to grow in certain targeted ways. First, we will investscale the Consumer business by continuing to transform the DWR retail studio footprint, which will be complemented by a continued focus on improving margins through the development of exclusive product designs and leveraging additional sales in areas that increase our addressable markets across focused customer segments (such as healthcare, education, smallcontract, catalog and medium business, and consumer).digital channels. Second, we will expand into emerging geographic marketselevate our research-based Living Office framework to the next level by accelerating its evolution, through adding new products and technology solutions, as well as performing research that offer growth potential based upon their supportive demographics.quantifies the positive impact to organizations from applying these concepts. Third, we intend to leverage the dealer eco-system through a focused selling effort with enhanced digital platforms that will make it easier for our contract customers and dealer partners to find, specify and order products from any brand within the company. Fourth, we will implement cost savings initiatives aimed at achieving between $25 million and $35 million in gross annual cost reductions by fiscal 2020. Finally, we will continue to invest in innovative products, which has been a hallmarkdeliver innovation. With the alignment of our success for many years. And finally,creative direction and new product commercialization under common leadership, we will growfurther reduce our time to market and ensure design and development at Herman Miller responds to our customers most critical needs through targeted acquisitions.a robust pipeline of new products and solutions.

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 appliedinconsistently-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-



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. We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. The U.S., the European Union and a number of other countries are actively pursuing changes to fiscal and tax policies. Such tax reforms, if enacted, could have a material effect on our business, operating results or financial position. 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 whichthat could adversely affect our business, operating results, or financial condition.

Other macroeconomic developments, such as the recent recessions in Europe,United Kingdom referendum on European Union membership (commonly known as Brexit), the debt crisis in certain countries in the European Union, and the economic slow down in Asiaoil producing regions such as the Middle East could negatively affect the company's ability to conduct business in those geographies. The continuingcurrent political and economic uncertainty in the United Kingdom surrounding European Union membership and ongoing debt crisispressures in certain European countries could cause the value of the British Pound and/or the Euro to further deteriorate, reducing the purchasing power of the company's European customers in these regions and potentially undermine 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.

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 as well as residential, education and healthcare furniture solutions. Although we believe that our innovative product design, functionality, quality, depth of knowledge, and strong network of distribution partners differentiate us in the marketplace, 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.

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 and promotional 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.

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.China and India. 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.business and our financial performance. 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.

We are Subject to 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. 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 regarding 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 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) an adverse impact on 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.

A sustained downturn in the economy could adversely impact our access to capital.
The disruptions in the global economic and financial markets of the last decade 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 is currently restrictive to our operations, our ability to meet the financial covenants can be affected by events beyond our control.

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 couldmay 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, such as what we experienced throughout fiscal 2017 for steel, 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. Those activities increase our financial exposure.

- 7-


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 55 percent of the sales within our Consumer segment are transacted within our DWR retail studios. Additionally, we believe our retail studios have a direct influence on the volume of business transacted through other channels, including our consumer e-commerce and direct-mail catalog platforms, as many customers utilize these physical spaces to view and experience products prior to placing an order online or through the catalog call center. 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

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 COMMENTSUnresolved Staff Comments

None



Item 2 PROPERTIESProperties

The company owns or leases facilities located throughout the United States and several foreign countries. The location, square footage and use of the most significant facilities at May 31, 2014June 3, 2017 were as follows:

Owned Locations
Square
Footage

 Use
Holland,Zeeland, Michigan917,400750,800
 Manufacturing, Distribution, Warehouse, Design, Office
Spring Lake, Michigan582,700
 Manufacturing, Warehouse, Office
Zeeland,Holland, Michigan750,800357,400
Warehouse
Holland, Michigan293,100
 Manufacturing, Warehouse, Office
Holland, Michigan238,200
Office, Design
Dongguan, China224,019431,600
 Manufacturing, Distribution, Warehouse, Office
Sheboygan, Wisconsin207,700
 Manufacturing, Warehouse, Office
Hildebran, North CarolinaMelksham, United Kingdom93,000170,000
 Manufacturing, Warehouse, Office
Bath, United KingdomHildebran, North Carolina85,00093,000
 Manufacturing, Office
    
Leased Locations
Square
Footage

 Use
Hebron, Kentucky316,800
Warehouse
Atlanta, Georgia176,700180,200
 Manufacturing, Warehouse, Office
Chippenham, United KingdomBangalore, India100,800104,800
 Manufacturing, Warehouse Office
Ningbo, China94,700185,100
 Manufacturing, Warehouse, Office
Hong Kong, China104,402
Warehouse, Office
Yaphank, New York92,000
 Warehouse, Office
New York City, New York59,000
Office, Retail
Hong Kong, China54,400
Warehouse
Brooklyn, New York39,400
Warehouse, Retail
Stamford, Connecticut35,300
Office, Retail

As of June 3, 2017, the company leased 31 DWR retail studios, including the Herman Miller Flagship store in New York that totaled approximately 320,000 square feet of selling space. The company also maintains showrooms oradministrative and sales offices near many major metropolitan areasand showrooms in various other locations 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.


- 8-




Item 3 LEGAL PROCEEDINGSLegal 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 REGISTRANTAdditional Item: Executive Officers of the Registrant

Certain information relating to Executive Officers of the company as of June 3, 2017 is as follows.
NameAge Year Elected an Executive OfficerPosition with the CompanyAgeYear Elected an Executive OfficerPosition with the Company
Brian C. Walker551996President and Chief Executive Officer
Andrew J. Lock632003President, Herman Miller International
Gregory J. Bylsma49 2009Executive Vice President, Chief Financial Officer522009President, North America Contract
Steven C. Gane59 2009Senior Vice President, President, Geiger & Specialty/Consumer622009President, Specialty Brands
Donald D. Goeman57 2005Executive Vice President, Research, Design & Development
Jeffrey L. Kurburski48 2014Vice President, Information Technology
Andrew J. Lock60 2003Executive Vice President, President, International
Jeffrey M. Stutz462009Executive Vice President, Chief Financial Officer
B. Ben Watson522010Chief Creative Officer
Michael F. Ramirez522011Executive Vice President, People, Places & Administration
H. Timothy Lopez43 2014Senior Vice President, Legal Services and Secretary462014Senior Vice President of Legal Services, General Counsel and Secretary
Louise McDonald59 2013Executive Vice President, President, Healthcare
Curtis S. Pullen54 2007Executive Vice President, President, North American Office and Learning Environments
Michael F. Ramirez49 2011Senior Vice President, People, Places and Administration
Jeffrey M. Stutz43 2009Treasurer and Chief Accounting Officer
Brian C. Walker52 1996President and Chief Executive Officer
B. Ben Watson49 2010Executive Creative Director
John McPhee542015President, Herman Miller Consumer
John Edelman502015Chief Executive Officer, Herman Miller Consumer
Kevin Veltman422015Vice President, Investor Relations & Treasurer
Jeremy Hocking562017Executive Vice President, Strategy and Business Development

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

Mr. BylsmaEdelman joined Herman Miller, Inc. in 20002015 subsequent to the company's acquisition of DWR. Prior to joining DWR as DirectorPresident and Chief Executive Officer in 2010, he served as President and CEO of ReportingEdelman Leather and Sam & PlanningLibby, Inc., where he was responsible for North America prior to being appointed Corporate Controller in 2005.its U.S. business.

Mr. GaneMcPhee 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 from 2010. Mr. McPhee previously held senior management positions with Edelman Leather, Candie's, Inc. and Sam & Libby, Inc.

Mr. Veltman joined Herman Miller in 20072014 and serves as Vice President of Geiger International.- Investor Relations and Treasurer. Prior to this he worked for Furniture Brands International for 16 years serving mostly as President of HBF.

Mr. Kurburski joinedjoining Herman Miller, in 1990. He servedhe spent 8 years at BISSELL, Inc, most recently 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.- Finance.

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

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

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

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

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

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


- 9-




Item 4 MINE SAFETY DISCLOSURESMine Safety Disclosures - Not applicable


- 10-




PART II

Item 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESMarket for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Share Price, Earnings, and Dividends Summary
Herman Miller, Inc., common stock is traded on the NASDAQ-Global Select Market System (Symbol: MLHR). As of July 24, 2014,27, 2017, there were approximately 20,00019,500 record holders, including individual participants in security position listings, of the company's common stock.

Per Share and Unaudited


 
Market
Price
High
(at close)

 
Market
Price
Low
(at close)

 
Market
Price
Close

 
Earnings (loss)
Per Share-
Diluted (1) 

 
Dividends
Declared Per
Share

Year ended May 31, 2014:         
First quarter$29.13
 $25.47
 $25.47
 $0.38
 $0.125
Second quarter31.91
 25.56
 31.91
 (1.37) 0.125
Third quarter30.95
 26.47
 28.18
 0.33
 0.140
Fourth quarter32.43
 27.83
 31.27
 0.28
 0.140
Year$32.43
 $25.47
 $31.27
 $(0.37) $0.530
Year ended June 1, 2013:         
First quarter$20.24
 $16.35
 $19.56
 $0.34
 $0.090
Second quarter21.73
 18.58
 21.12
 0.14
 0.090
Third quarter24.96
 20.61
 24.20
 0.28
 0.125
Fourth quarter28.17
 23.58
 28.11
 0.40
 0.125
Year$28.17
 $16.35
 $28.11
 $1.16
 $0.430

(1) The sumhigh, low and closing market prices of the quarters may not equal the annual balance due to rounding associated with the calculation ofcompany's common stock, dividends and diluted earnings per share on an individual quarter basisfor each quarterly period during the past two years were as follows:
Per Share and Unaudited


 
Market
Price
High
(at close)

 
Market
Price
Low
(at close)

 
Market
Price
Close

 
Earnings
Per Share-
Diluted

 
Dividends
Declared Per
Share

Year ended June 3, 2017:         
First quarter$36.46
 $27.87
 $35.94
 $0.60
 $0.1700
Second quarter36.14
 26.99
 32.65
 0.53
 0.1700
Third quarter36.45
 29.75
 30.45
 0.37
 0.1700
Fourth quarter34.05
 28.55
 32.70
 0.55
 0.1700
Year$36.46
 $26.99
 $32.70
 $2.05
 $0.6800
Year ended May 28, 2016:         
First quarter$30.50
 $26.75
 $26.99
 $0.56
 $0.1475
Second quarter32.69
 26.28
 32.14
 0.57
 0.1475
Third quarter32.11
 22.92
 26.29
 0.46
 0.1475
Fourth quarter31.64
 26.09
 31.64
 0.67
 0.1475
Year$32.69
 $22.92
 $31.64
 $2.26
 $0.5900

Dividends were declared and paid quarterly during fiscal 20142017 and 20132016 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 company's fourth fiscal quarter ended May 31, 2014.June 3, 2017.
Period
(a) Total Number of
 Shares (or Units) Purchased

 
(b) Average Price Paid
 per Share or Unit

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

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

3/2/14-3/29/1476
 28.43
 76
 $158,747,587
3/30/14-4/26/14247,510
 32.41
 247,510
 $150,725,365
4/27/14-5/31/1413,573
 30.51
 13,573
 $150,311,218
Total261,159
 32.31
 261,159
  
Period
(a) Total Number of
 Shares (or Units) Purchased

 
(b) Average Price Paid
 per Share or Unit

 (c) Total Number of Share (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) 

3/5/17 - 4/1/17
 
 
 $115,162,898
4/2/17 - 4/29/17146,255
 32.17
 146,255
 $110,457,467
4/30/17 - 6/3/1758,697
 33.04
 58,697
 $108,517,876
Total204,952
 

 204,952
  

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


- 11-



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

No repurchase plans expired or were terminated during the fourth quarter of fiscal 2014.2017.

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


Stockholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on the company's common stock with that of the cumulative total return of the Standard & Poor's 500 Stock Index and the NASD Non-Financial Index for the five-year period ended May 31, 2014June 3, 2017. The graph assumes an investment of $100 on May 31, 2009June 3, 2012 in the company's common stock, the Standard & Poor's 500 Stock Index and the NASD Non-Financial Index, with dividends reinvested.

2009
 2010
 2011
 2012
 2013
 2014
2012 2013 2014 2015 2016 2017
Herman Miller, Inc.$100
 $137
 $178
 $132
 $208
 $232
$100
 $159
 $180
 $163
 $189
 $199
S&P 500 Index$100
 $119
 $145
 $139
 $177
 $209
$100
 $128
 $151
 $165
 $164
 $191
NASD Non-Financial$100
 $128
 $163
 $164
 $203
 $253
$100
 $128
 $159
 $192
 $189
 $240

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


- 12-




Item 6 SELECTED FINANCIAL DATA

Selected Financial Data
Review of Operations                   
         
(In millions, except key ratios and per share data)2014 2013 2012 2011 20102017 2016 2015 2014 2013 
Operating Results                   
Net sales$1,882.0
 $1,774.9
 $1,724.1
 $1,649.2
 $1,318.8
$2,278.2
 $2,264.9
 $2,142.2
 $1,882.0
 $1,774.9
 
Gross margin631.0
 605.2
 590.6
 538.1
 428.5
864.2
 874.2
 791.4
 631.0
 605.2
 
Selling, general, and administrative (8)
590.8
 430.4
 400.3
 369.0
 334.4
600.3
 585.6
 556.6
 590.8
 430.4
 
Design and research65.9
 59.9
 52.7
 45.8
 40.5
73.1
 77.1
 71.4
 65.9
 59.9
 
Operating earnings (loss)(25.7) 114.9
 137.6
 123.3
 53.6
190.8
 211.5
 163.4
 (25.7) 114.9
 
Earnings (loss) before income taxes(43.4) 97.2
 119.5
 102.5
 34.8
177.6
 196.6
 145.2
 (43.4) 97.2
 
Net earnings (loss)(22.1) 68.2
 75.2
 70.8
 28.3
124.1
 137.5
 98.1
 (22.1) 68.2
 
Cash flow from operating activities90.1
 136.5
 90.1
 89.0
 98.7
202.1
 210.4
 167.7
 90.1
 136.5
 
Cash flow used in investing activities(48.2) (209.7) (58.4) (31.4) (77.6)(116.3) (80.8) (213.6) (48.2) (209.7) 
Cash flow used in financing activities(22.4) (16.0) (1.6) (50.2) (78.9)
Cash flow (used in) provided by financing activities(74.6) (106.5) 6.8
 (22.4) (16.0) 
Depreciation and amortization42.4
 37.5
 37.2
 39.1
 42.6
58.9
 53.0
 49.8
 42.4
 37.5
 
Capital expenditures40.8
 50.2
 28.5
 30.5
 22.3
87.3
 85.1
 63.6
 40.8
 50.2
 
Common stock repurchased plus cash dividends paid43.0
 22.7
 7.9
 6.0
 5.7
63.2
 49.0
 37.0
 43.0
 22.7
 
                   
Key Ratios                   
Sales growth (decline)6.0 % 2.9 % 4.5% 25.1% (19.1)%
Sales growth0.6 % 5.7% 13.8% 6.0 % 2.9 % 
Gross margin (1)
33.5
 34.1
 34.3
 32.6
 32.5
37.9
 38.6
 36.9
 33.5
 34.1
 
Selling, general, and administrative (1) (8)
31.4
 24.3
 23.2
 22.4
 25.4
26.3
 25.9
 26.0
 31.4
 24.3
 
Design and research (1)
3.5
 3.4
 3.1
 2.8
 3.1
3.2
 3.4
 3.3
 3.5
 3.4
 
Operating earnings (1)
(1.4) 6.5
 8.0
 7.5
 4.1
8.4
 9.3
 7.6
 (1.4) 6.5
 
Net earnings growth (decline)(132.4) (9.3) 6.2
 150.2
 (58.4)(9.7) 40.2
 543.9
 (132.4) (9.3) 
After-tax return on net sales (4)
(1.2) 3.8
 4.4
 4.3
 2.1
5.4
 6.1
 4.6
 (1.2) 3.8
 
After-tax return on average assets (5)
(2.3) 7.6
 9.1
 9.0
 3.7
9.8
 11.3
 9.0
 (2.3) 7.6
 
After-tax return on average equity (6)
(6.4)% 24.0 % 33.2% 49.7% 64.2 %22.3 % 29.1% 25.0% (6.5)% 24.7 % 
                   
Share and Per Share Data                   
Earnings (loss) per share-diluted$(0.37) $1.16
 $1.29
 $1.06
 $0.43
$2.05
 $2.26
 $1.62
 $(0.37) $1.16
 
Cash dividends declared per share0.53
 0.43
 0.09
 0.09
 0.09
0.68
 0.59
 0.56
 0.53
 0.43
 
Book value per share at year end6.27
 5.44
 4.25
 3.53
 1.41
Book value per share at year end (9)
9.82
 8.76
 7.04
 6.14
 5.31
 
Market price per share at year end31.27
 28.11
 17.87
 24.56
 19.23
32.70
 31.64
 27.70
 31.27
 28.11
 
Weighted average shares outstanding-diluted59.0
 58.8
 58.5
 57.7
 57.5
60.6
 60.5
 60.1
 59.0
 58.8
 
                   
Financial Condition                   
Total assets$990.9
 $946.5
 $839.1
 $808.0
 $770.6
$1,306.3
 $1,235.2
 $1,192.7
 $995.6
 $951.2
 
Working capital (3)
145.7
 109.3
 201.6
 205.9
 182.9
106.2
 90.5
 110.1
 83.2
 96.8
 
Current ratio (2)
1.3
 1.4
 1.8
 1.8
 1.3
1.3
 1.2
 1.3
 1.2
 1.3
 
Interest-bearing debt and related swap agreements250.0
 250.0
 250.0
 250.0
 301.2
Interest-bearing debt and related swap agreements (10)
197.8
 221.9
 290.0
 250.0
 250.0
 
Stockholders' equity372.1
 319.5
 248.3
 205.0
 80.1
587.7
 524.7
 420.3
 364.3
 311.7
 
Total capital (7)
622.1
 569.5
 498.3
 455.0
 381.3
785.5
 746.6
 710.3
 614.3
 561.7
 
(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 includesinclude restructuring and impairment expenses in years that are applicable.

- 13-




(9) Calculated as total stockholders' equity divided by common shares of stock outstanding.
Review of Operations         
          
(In millions, except key ratios and per share data)2009 2008 2007 2006 2005
Operating Results         
Net sales$1,630.0
 $2,012.1
 $1,918.9
 $1,737.2
 $1,515.6
Gross margin527.7
 698.7
 645.9
 574.8
 489.8
Selling, general, and administrative (8)
359.2
 400.9
 395.8
 371.7
 327.7
Design and research45.7
 51.2
 52.0
 45.4
 40.2
Operating earnings122.8
 246.6
 198.1
 157.7
 121.9
Earnings before income taxes98.9
 230.4
 187.0
 147.6
 112.8
Net earnings68.0
 152.3
 129.1
 99.2
 68.0
Cash flow from operating activities91.7
 213.6
 137.7
 150.4
 109.3
Cash flow used in investing activities(29.5) (51.0) (37.4) (47.6) (40.1)
Cash flow used in financing activities(16.5) (86.5) (131.5) (151.4) (106.6)
Depreciation and amortization41.7
 43.2
 41.2
 41.6
 46.9
Capital expenditures25.3
 40.5
 41.3
 50.8
 34.9
Common stock repurchased plus cash dividends paid19.5
 287.9
 185.6
 175.4
 152.0
          
Key Ratios         
Sales growth (decline)(19.0)% 4.9% 10.5% 14.6% 13.2%
Gross margin (1)
32.4
 34.7
 33.7
 33.1
 32.3
Selling, general, and administrative (1) (8)
22.0
 19.9
 20.6
 21.4
 21.6
Design and research (1)
2.8
 2.5
 2.7
 2.6
 2.7
Operating earnings (1)
7.5
 12.3
 10.3
 9.1
 8.0
Net earnings growth (decline)(55.4) 18.0
 30.1
 45.9
 60.8
After-tax return on net sales (4)
4.2
 7.6
 6.7
 5.7
 4.5
After-tax return on average assets (5)
8.8
 21.0
 19.4
 14.4
 9.6
After-tax return on average equity (6)
433.1 % 170.5% 87.9% 64.2% 37.3%
          
Share and Per Share Data         
Earnings per share-diluted$1.25
 $2.56
 $1.98
 $1.45
 $0.96
Cash dividends declared per share0.29
 0.35
 0.33
 0.31
 0.29
Book value per share at year end0.15
 0.42
 2.47
 2.10
 2.45
Market price per share at year end14.23
 24.80
 36.53
 30.34
 29.80
Weighted average shares outstanding-diluted54.5
 59.6
 65.1
 68.5
 70.8
          
Financial Condition         
Total assets$767.3
 $783.2
 $666.2
 $668.0
 $707.8
Working capital (3)
243.7
 182.7
 103.2
 93.8
 162.3
Current ratio (2)
1.6
 1.6
 1.4
 1.3
 1.5
Interest-bearing debt and related swap agreements377.4
 375.5
 176.2
 178.8
 194.0
Stockholders' equity8.0
 23.4
 155.3
 138.4
 170.5
Total capital (7)
385.4
 398.9
 331.5
 317.2
 364.5
(10) Amounts shown include the fair market value of the company’s interest rate swap arrangement(s). The net fair value of this/these arrangement(s) was/were $(2.1) million at June 3, 2017, $1.2 million at May 29, 2010, $2.4 million at May 30, 2009, $0.5 million at May 31, 2008, and $(1.8) million at June 2, 2007.



- 14-

Review of Operations           
(In millions, except key ratios and per share data)2012 2011 2010 2009 2008 2007
Operating Results           
Net sales$1,724.1
 $1,649.2
 $1,318.8
 $1,630.0
 $2,012.1
 $1,918.9
Gross margin590.6
 538.1
 428.5
 527.7
 698.7
 645.9
Selling, general, and administrative (8)
400.3
 369.0
 334.4
 359.2
 400.9
 395.8
Design and research52.7
 45.8
 40.5
 45.7
 51.2
 52.0
Operating earnings137.6
 123.3
 53.6
 122.8
 246.6
 198.1
Earnings before income taxes119.5
 102.5
 34.8
 98.9
 230.4
 187.0
Net earnings75.2
 70.8
 28.3
 68.0
 152.3
 129.1
Cash flow from operating activities90.1
 89.0
 98.7
 91.7
 213.6
 137.7
Cash flow used in investing activities(58.4) (31.4) (77.6) (29.5) (51.0) (37.4)
Cash flow used in financing activities(1.6) (50.2) (78.9) (16.5) (86.5) (131.5)
Depreciation and amortization37.2
 39.1
 42.6
 41.7
 43.2
 41.2
Capital expenditures28.5
 30.5
 22.3
 25.3
 40.5
 41.3
Common stock repurchased plus cash dividends paid7.9
 6.0
 5.7
 19.5
 287.9
 185.6
            
Key Ratios           
Sales growth (decline)4.5% 25.1% (19.1)% (19.0)% 4.9% 10.5%
Gross margin (1)
34.3
 32.6
 32.5
 32.4
 34.7
 33.7
Selling, general, and administrative (1) (8)
23.2
 22.4
 25.4
 22.0
 19.9
 20.6
Design and research (1)
3.1
 2.8
 3.1
 2.8
 2.5
 2.7
Operating earnings (1)
8.0
 7.5
 4.1
 7.5
 12.3
 10.3
Net earnings growth (decline)6.2
 150.2
 (58.4) (55.4) 18.0
 30.1
After-tax return on net sales (4)
4.4
 4.3
 2.1
 4.2
 7.6
 6.7
After-tax return on average assets (5)
9.0
 8.9
 3.7
 8.7
 20.9
 19.2
After-tax return on average equity (6)
34.4% 52.5% 78.1 % 860.8 % 186.4% 92.7%
            
Share and Per Share Data           
Earnings per share-diluted$1.29
 $1.06
 $0.43
 $1.25
 $2.56
 $1.98
Cash dividends declared per share0.09
 0.09
 0.09
 0.29
 0.35
 0.33
Book value per share at year end (9)
4.13
 3.42
 1.27
 
 0.28
 2.35
Market price per share at year end17.87
 24.56
 19.23
 14.23
 24.80
 36.53
Weighted average shares outstanding-diluted58.5
 57.7
 57.5
 54.5
 59.6
 65.1
            
Financial Condition           
Total assets$843.8
 $819.1
 $775.3
 $772.0
 $787.9
 $670.9
Working capital (3)
189.1
 193.4
 69.2
 155.2
 170.2
 87.7
Current ratio (2)
1.7
 1.7
 1.2
 1.5
 1.5
 1.3
Interest-bearing debt and related swap agreement (10)
250.0
 250.0
 301.2
 377.4
 375.5
 176.2
Stockholders' equity240.5
 197.2
 72.3
 0.2
 15.6
 147.8
Total capital (7)
490.5
 447.2
 373.5
 377.6
 391.1
 324.0





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

Management's Discussion and Analysis of Financial Condition and Results of Operations
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 Annual Report on Form 10-K.

Executive Overview
Herman Miller’s inspiring designs, inventive technologies and strategic services help people do great things and organizationsmission statement is Inspiring Designs to perform at their best.Help People Do Great Things. At present, most of our customers come to usthe company for furnishing interior environments in corporate officeoffices, healthcare settings, higher education institutions and healthcare settings. We also have a growing presence in educational and consumer markets. Ourresidential spaces. The company's primary products include furniture systems, seating, storage, freestanding furniture, healthcare environment products, casegoods, textiles and textiles.related technologies and services.

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-HewittCooper Hewitt National Design Award, Herman Miller designs can be found in the permanent collections of museums worldwide. In 2013, Herman Miller again receivedmaintains its listing in the Human Rights Campaign Foundation’s top rating in its annual Corporate Equality Index and was named amongIndex. The company trades on the 50 Best U.S. Manufacturers by Industry Week.  Herman Miller is included inNASDAQ Global Select Market under the Dow Jones Sustainability World Index.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, Brazil 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, theits manufacturing presence is located within the United Kingdom. The manufacturingManufacturing operations in Asiaglobally also include facilities located in Dongguan and Ningbo, China.China, Brazil and India. 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 manufacturing 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 causerelated to our inventory levels to appear relatively low compared to sales volume.manufactured inventories.

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 ourits cost structure, while retaining proprietary control over those production processes that we believethe company believes provide us a competitive advantage. As a result of this strategy, ourthe company's 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, theThe company has identified the following reportable segments:

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

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

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

Consumer — Includes the operations associated with the sale of modern design furnishings and the company's North Americanaccessories to third party retail distributors, as well as direct to consumer retail business.sales through e-commerce, direct mailing catalogs and Design Within Reach (DWR) studios.

The company also reports a corporate category consisting primarily of unallocated corporate expenses including restructuringacquisition-related costs and impairmentother unallocated corporate costs.


- 15-




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

Portfolio of Leading Brands - The Herman Miller is a globally-recognized, authentic brand is recognized by customers as a pioneerknown for working with some of the most outstanding designers in design and sustainability, and as an advocate that supports their needs and interests.the world. Within the industries in which the company operates, Herman Miller, Nemschoff,DWR, Geiger, Maharam, POSH, andNemschoff, Colbrook Bosson Saunders (CBS)("CBS") and Naughtone are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled Herman Miller to connect with new audiences, channels, geographies and product categories. 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 providesprovide 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 engagingthat engages with third party design resources generally compensated on a royalty basis.

Operational Excellence - The company was among the first in ourthe industry to embrace the concepts of lean manufacturing. HMPS provides the foundation for all of ourthe company's 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 ourits 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.

Multi-Channel Reach - The company has built a unique, multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail studios, e-Commerce, catalogs and independent retailers, the company serves contract and residential customers across a range of channels and geographies.

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.

Owned Contract Furniture Dealers - At May 31, 2014,June 3, 2017, the company owned 3one contract furniture dealerships, some ofdealership related to the North American segment, which havehas operations in multiple locations. The financial results of thesethis owned dealersdealer are included in our Consolidated Financial Statements. Product sales to these dealershipsthis dealership 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 remainingthis owned dealershipsdealership to an independent owners.owner. 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 arethe related product is shipped to the end customer and installation, if applicable, is substantially complete.

DWR Retail Studios - At the end of fiscal 2017, the Consumer business unit included 31 retail studios (including 30 operating under the DWR brand and a Herman Miller Flagship store in New York City). This business also operates one outlet studio. These studios are located in metropolitan areas throughout North America. Revenue on sales from these studios is recognized upon shipment and transfer to the customer of both title and risk of loss.



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 upon shipment and transfer to the customer of both title and risk of loss.

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 e-commerce websites. Revenue on sales transacted through this catalog program is recognized upon shipment and transfer to the customer of both title and risk of loss.

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 and risk of loss passes to the independent retailer.
E-Commerce - The company sells products through its online store, in which products are available for sale via the company's website, hermanmiller.com. This site complements our existing methods of distribution and extends the company's brand to new customers. The company recognizes revenue on these sales upon shipment of the product.

Challenges Ahead
Like all businesses, the company is faced with a host of challenges and risks. The company believes its core strengths and values, which provide the foundation for its strategic direction, have us well prepared the company to respond to the inevitable challenges the companyit will face in the future. While the company is confident in its direction, the companyit acknowledges the risks specific to the business and industry. Refer to Item 1A for discussion of certain of these risk factors.factors and Item 7A for disclosures of market risk. In particular, the company experienced the negative impact of higher steel costs and increased pressures from competitive price discounting, particularly in the North America and ELA markets.


- 16-



Future AvenuesAreas of GrowthStrategic Focus
In spiteDespite a number of the risks and challenges, it faces, the company believes it'sit is well positioned to successfully pursue its mission: Inspiringmission of inspiring designs to help people do great things. To find opportunitiesAs our business and industry continue to evolve, we are constantly focused on staying ahead of the curve. With the composition of the office floor plate moving toward a broader variety of furnishings, a greater desire for growth, at Herman Miller we're always examining the ways in which the world is changing and evolving. This helps us better meet the needs ofcustomization from our customers, new technologies, and ultimately, to exceed their expectations. Wetrends towards urbanization and more seamless transactions in the retail world, we have identified 3 areas of fundamental social and technological change that are informingcentered our business strategy.overall value creation strategy on five key priorities.

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

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

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

We ultimately aspire to create a lifestyle brand, and we intend to grow in targeted ways. First, we will invest in areas that increase our addressable markets across focused customer segments (such as healthcare, education, small and medium business, and consumer). Second, we will expand into emerging geographic markets that offer growth potential based upon their supportive demographics. Third, wethe Design Within Reach retail studio footprint will continue to investadd incremental selling space from a combination of new and repositioned studios. Studio expansions will be complemented by a continued focus on improving margins through the development of exclusive product designs and leveraging additional sales in innovativeour contract, catalog and digital channels.

Realizing the Living Office - In fiscal 2014, the company introduced Living Office, a research-based framework for designing high-performing workplaces that deliver an elevated experience of work for people, and help organizations achieve their strategic goals. The company is now focusing on taking the framework to the next level by accelerating the evolution of Living Office by with new products whichand technology solutions, along with research that quantifies the positive impact to organizations from applying these concepts.

Leverage the “Dealer Eco-System” - The company recognizes that the preferences and needs of its customers are evolving in favor of a greater mix of collaborative furnishings. The company intends to leverage the strength of its broad product offer in addressing this shifting market need. To this end, the company has dedicated resources under the Herman Miller Elements umbrella to best position the Herman Miller Collection, Maharam, Geiger, Design Within Reach and Naughtone brands for further growth in this space. The company intends to complement this focused selling effort with enhanced digital platforms that will make it easier for its contract customers and dealer partners to find, specify and order products from any brand within the Herman Miller Group.

Drive Cost Savings - A three-year cost savings initiative that was announced in fiscal 2017 is aimed at achieving between $25 million and $35 million in gross annual cost reductions by fiscal 2020. While these efforts will help offset potential wage and material inflation and help fund growth initiatives, the targeted cost reductions will also play a key role in achieving our goal to increase operating margins.

Deliver Innovation - Product innovation has been a hallmarktraditional strength at Herman Miller, and the company is determined to keep this dimension of our success for many years. And finally, weits business as a competitive edge. With the alignment of creative direction and new product commercialization under common leadership, the company will growfurther reduce its time to market and ensure design and development responds to its customers most critical needs through targeted acquisitions.a robust pipeline of new products and solutions.


The company believes its strategy continues to respond well to current and future realities in its markets. As the company has expanded addressable market over the past five years, these initiatives will help leverage its unique multi-channel capabilities to deliver its leading designs and innovations to new audiences virtually anywhere in the world.

Industry Analysis
The Business and Institutional Furniture Manufacturer's Association (BIFMA) is the trade association for the U.S. domestic officeNorth American contract 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, including healthcare and education end markets, within the U.S. furnitureNorth American market. The U.S. contract segment of the industry relates primarily to products sold to large to mid-size corporations and installed via a network of dealers. The office supply segment relates primarily to products sold to smaller customers via wholesalers and retailers. The company primarily participates, and is a leader in, the contract segment. TheFurther, the company's diversification strategybusiness presence in the consumer sector lessens ourits dependence on the U.S.North American contract office furniture market.

The company also analyzes BIFMA statistical information as a benchmark comparison against the performance of the domestic U.S.its contract business in North America and also to that of its 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, BIFMA believes that the general economic outlook for ourthe company's industry in the U.S.North America is expected to be positive. BIFMA issued its most recent report in May 2014,2017, which forecasts that the growth rate of office furniture orderssales will be 5.1 percent and 5.0 percent in calendar 2017 and 2018, respectively. This forecast of growth is based primarily on higher non-residential construction activity and overall business investment in the U.S. will be 4.9 percent and 9.5 percent in calendar 2014 and 2015, respectively, while, tempered by the growth rate of shipments will be 4.8 percent and 8.8 percent for calendar 2014 and 2015, respectively. This forecasted growth is based on an improvement in the U.S. economy, primarily driven by an improvement in employment and non-residential construction.current global economic uncertainty.

- 17-




Discussion of Business Conditions
We finishedFiscal 2017 included 53 weeks of operations as compared to a standard 52-week fiscal 2014year. The additional week is required periodically to more closely align the company's fiscal year with the calendar months. This additional week of operations increased fiscal 2017 net sales by approximately $37 million. This is a factor that should be considered when comparing the company's financial results to the prior year, which included 52 weeks of $1,882.0operations.

Net sales increased in 2017 to $2,278.2 million, which is an increase of 6.00.6 percent from the prior fiscal 2013. The largest contributoryear. On an organic basis, which adjusts for dealer divestitures, changes in foreign currency translation rates and the impact of the extra week, net sales increased by 1.4 percent(1) compared to last fiscal year. Growth in the growth in salesConsumer segment helped offset a mixed demand environment across the contract business segments tied to macro-economic and geopolitical uncertainty throughout the year.

While relatively high commodity costs and a challenging competitive pricing environment pressured gross margins compared to last year, operating expenses were well controlled during the year, was the recent acquisition of Maharam, which continueshelping to prove its strategic value and operational excellence. Compared to the prior fiscal year, Maharam provided additional sales of approximately $96.5 million to our fiscal 2014 results. In addition to the integration and strong performance of Maharam, we made significant progress in a number of other important areas, including acquiring the manufacturing capabilities of POSH - our Chinese affiliate, continuing to build momentum on our Living Office initiative, and completing our plan to reduce balance sheet volatility by restructuring our retirement plans.

This year marked an important strategic step in expanding our international market coverage and fulfillment capability by completing the acquisition of a manufacturing and distribution operation in Dongguan, China. Going forward, this provides us with expanded operational capabilities and an established workforce of more than 850 employees to serve China and greater Asia. We also furthered our shift to solution-centered environments through the advancement of our Living Office initiative. At NeoCon, we displayed our Living Office, earning the International Interior Design Association’s award for best large showroom. We also contributed approximately $48.8 million in order to complete the termination of our domestic defined benefit pension plan, improving the health of our balance sheet and giving us greater control and visibility of retirement plan costs to make further strategic investments and return more cash to our shareholders. To that end, we increased our quarterly shareholder dividend by 12% to $0.14deliver diluted earnings per share duringof $2.05 and adjusted diluted earnings per shareof $2.16(1), which was in line with prior year diluted earnings per share of $2.26 and adjusted diluted earnings per share of $2.17(1). Operating cash flow generation of $202.1 million for the third quarteryear enabled the company to fully repay outstanding debt related to its line of fiscal 2014. This representedcredit by the third such action in the past two years, over which time we’ve raised the dividend payout by more than 500%. In spiteend of the increased spending related to the strategic initiative surrounding the pension termination, we delivered solid cash flows from operationsyear, repurchase $24 million of $90.1 million for fiscal 2014.

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

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

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

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

Subsequent to the end of the fiscal year, we madeannounce a significant move6 percent increase in expanding our reachthe quarterly dividend to $0.18 per share per share - the highest quarterly rate in Herman Miller's history.

While sales in North America were essentially flat for the year, both as reported and on an organic basis(1), in the face of an uncertain political environment in the United States, the North America business segment continued to deliver the highest operating margins of the company's business units. Research highlighting the benefits of the Living Office framework for the company's customers and the release of several new products and solutions, including the newly remastered Aeron chair, helped to position the business for the future.

The ELA segment recorded a decline in net sales of 7 percent, but after adjusting for the impact of changes in foreign currency, the divestiture of an owned dealer in Australia and the impact of the extra week of operations in the current fiscal year, organic net sales grew at a rate of 3 percent(1) for the year. The improvement in organic net sales was driven by growth in China, Latin America and mainland Europe, which more than offset lower demand levels in the U.K. and the Middle East, where Brexit and the impact of lower oil prices, respectively, weighed on results. The ELA segment posted a decline in operating earnings of 13 percent relative to the prior year. However, after adjusting for the impact of restructuring and impairment charges recognized in the current fiscal year and non-recurring gains related to the prior year, adjusted operating earnings improvedby 9 percent(1) in spite of the uncertain environment.

Sales for the Specialty segment were slightly higher than prior year, as reported, and were slightly lower than prior year on an organic basis(1). Operating earnings and adjusted operating earnings increased by 8 percent and 12 percent(1), respectively, driven by operational improvements and well-managed spending. These leading design brands continued to provide a strong connection with the architect and design community and help the company to meet its customers' needs for both traditional workspaces and collaborative areas.

The company's Consumer segment reported sales growth of 10 percent over last year on an as reported basis and sales growth of 9 percent on an organic basis(1). DWR delivered four quarters of comparable brand(2) growth during the year. Operating earnings and adjusted operating earnings decreased by 35 percent and 27 percent(1), respectively. The real estate expansion and investments to support long-term growth in the consumer business have limited near-term profitability. To that end, the company is focusing extensively on the profitability of the Consumer business as it moves into the consumer market withnew fiscal year. As part of its real estate transformation. The Consumer segment also added approximately 70,000 square feet of new selling space during the acquisition ofyear as it opened eight new Design Within Reach Inc.Studios and a Herman Miller flagship retail location. The transaction closed on July 28, 2014business also launched over 100 exclusive new products for Design Within Reach, as part of the plan to increase the mix of higher margin exclusive designs over time. Growth this year from studios, eCommerce, catalog and additional information is available in Note 18contact channels highlighted management's focus to improve the Consolidated Financial Statements.segment's performance.

As we head into fiscal year 2015, there are(1) Non-GAAP measurements; see accompanying reconciliations and explanations.
(2) DWR comparable brand sales reflects the year-over-year change in net sales across the multiple channels that DWR serves, including studios, outlets, contract, catalog, phone and e-commerce. Comparable brand growth was presented on a numberpro forma basis using a 52-week average to normalize results for the impact of encouraging signs within the macroeconomic environmentan extra week of the business. In North America, we are encouraged by what continues to be a generally improving economic backdrop that is highlighted by healthy service sector employment levels, stabilizing U.S. federal government demand, positive trends in non-residential construction, and an improvementoperations in the AIA Architecture Billings Index. Internationally the picture also appears to be improving, with more encouraging signals from the UK and Europe and greater stability in partsfirst quarter of Asia. Of course there are still areas of concern, particularly given the unfolding geopolitical events in the Ukraine and more recently the Middle East. In total, however, we appear to be in a period of improving industry dynamics and are optimistic about the overall direction and momentum of the business.fiscal 2017.

- 18-




Reconciliation of Non-GAAP Financial Measures
This report contains references to Adjusted diluted earnings per share ("EPS"), Organic net sales and Adjusted operating earnings, all of which are non-GAAP financial measures (referred to collectively as the "Adjusted financial measures"). Adjusted diluted EPS and Adjusted earnings per share diluted that are Non-GAAP financial measures. Adjusted operating earnings and Adjusted earnings per share diluted are calculated by excluding from Operating earnings and Earnings per share - diluted and Operating earnings, items that we believe are not indicative of our ongoing operating performance. Such items consist of the following:
Expensesperformance, such as non-recurring gain, expenses associated with restructuring actions taken to adjust our cost structure to the current business climate
Transition-related expenses, including amortization and settlement expenses, relatingnon-cash impairment expenses. Organic net sales represents the change in sales excluding currency translation effects, the divestiture of owned dealers and the impact of an extra week of operations in fiscal 2017 as compared to defined benefit pension plans that we have terminated
Increases in costfiscal 2016. These adjustments are made to provide enhanced comparability of sales related to the fair value step-up of inventories acquired
Non-cash impairment expenses, and
Changes in contingent considerationcompany's current results with historical results.

We presentThe company presents the Adjusted operating earnings and Adjusted earnings per share dilutedfinancial 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. Adjusted operating earnings and Adjusted earnings per share dilutedThe adjusted financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to Earnings per share - diluted, Operating earnings (loss) and Earnings (loss) per share dilutedor the company's reported Net sales under GAAP. The Adjusted operating earnings and Adjusted earnings per share dilutedfinancial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of ourthe company's results as reported under GAAP. In addition, in evaluating Adjusted operating earnings and Adjusted earnings per share diluted, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. OurThe company's presentation of the Adjusted operating earnings and Adjusted earnings per share dilutedfinancial measures should not be construed as an indication that ourits future results will be unaffected by unusual or infrequent items. We compensateThe company compensates for these limitations by providing prominence of ourthe GAAP results and using the Adjusted operating earnings and Adjusted earnings per share dilutedfinancial measures only as a supplement.

The following table reconciles Net sales to Organic net sales by segment:
 Fiscal Year EndedFiscal Year Ended
 June 3, 2017May 28, 2016
 North AmericaELASpecialtyConsumerTotalNorth AmericaELASpecialtyConsumerTotal
Net sales, as reported$1,342.2
$385.5
$232.4
$318.1
$2,278.2
$1,331.8
$412.6
$231.8
$288.7
$2,264.9
% change from PY0.8 %(6.6)%0.3 %10.2%0.6%     
           
Adjustments          
Dealer divestitures




(8.8)(30.8)

(39.6)
Currency translation effects (1)
0.7
13.9


14.6





Impact of extra week in FY17(22.7)(6.3)(3.3)(4.7)(37.0)




Organic net sales$1,320.2
$393.1
$229.1
$313.4
$2,255.8
$1,323.0
$381.8
$231.8
$288.7
$2,225.3
% change from PY(0.2)%3.0 %(1.2)%8.6%1.4%     
 Fiscal Year EndedFiscal Year Ended
 May 28, 2016May 30, 2015
 North AmericaELASpecialtyConsumerTotalNorth AmericaELASpecialtyConsumerTotal
Net sales, as reported$1,331.8
$412.6
$231.8
$288.7
$2,264.9
$1,241.9
$409.9
$219.9
$270.5
$2,142.2
% change from PY7.2%0.7%5.4%6.7 %5.7%     
           
Adjustments          
Currency translation effects (1)
12.5
26.1
0.6
0.8
40.0





Acquisition


(30.2)(30.2)




Organic net sales$1,344.3
$438.7
$232.4
$259.3
$2,274.7
$1,241.9
$409.9
$219.9
$270.5
$2,142.2
% change from PY8.2%7.0%5.7%(4.1)%6.2%     

(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period



The following table reconciles Operating earnings (loss) to Adjusted operating earnings for the years indicated.by segment:
 Fiscal Year Ended
(Dollars In millions)May 31, 2014June 1, 2013
Operating earnings (loss)$(25.7)$114.9
Percentage of net sales(1.4)%6.5%
Add: Restructuring and impairment expense26.5
1.2
Add: Inventory step-up1.4

Add: Legacy pension expenses (1)
164.4
28.2
Less: POSH contingent consideration(2.6)
Adjusted operating earnings$164.0
$144.3
Percentage of net sales8.7 %8.1%
 Fiscal Year EndedFiscal Year Ended
 June 3, 2017May 28, 2016
 North AmericaELASpecialtyConsumerCorporateTotalNorth AmericaELASpecialtyConsumerCorporateTotal
Operating earnings (loss)$137.7
$30.8
$17.7
$5.3
$(0.7)$190.8
$152.0
$35.3
$16.4
$8.1
$(0.3)$211.5
% Net sales10.3%8.0%7.6%1.7%n/a
8.4%11.4%8.6%7.1%2.8%n/a
9.3%
             
Adjustments            
Less: Non-recurring gain






(6.1)


(6.1)
Less: Gain on sale of dealer(0.7)



(0.7)





Add: Restructuring and impairment expenses10.3
1.0
0.6
0.6

12.5






Adjusted operating earnings (loss)$147.3
$31.8
$18.3
$5.9
$(0.7)$202.6
$152.0
$29.2
$16.4
$8.1
$(0.3)$205.4

The following table reconciles Earnings (loss) per share dilutedEPS to Adjusted earnings per share dilutedEPS for the years indicated.indicated:
 Fiscal Year Ended
 May 31, 2014June 1, 2013
Earnings (loss) per share – diluted$(0.37)$1.16
Add: Restructuring and impairment expense0.32
0.01
Add: Inventory step-up0.01

Add: Legacy pension expenses (1)
1.76
0.30
Less: POSH contingent consideration(0.04)
Adjusted earnings per share – diluted$1.68
$1.47
 Fiscal Year Ended
 June 3, 2017May 28, 2016
Earnings per Share - Diluted$2.05
$2.26
   
After Tax Adjustments  
Less: Non-recurring gain
(0.09)
Less: Gain on sale of dealer(0.02)
Add: Restructuring and impairment expenses0.13

Adjusted Earnings per Share - Diluted$2.16
$2.17
   
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted

60,554,589
60,529,269



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


- 19-



Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated.
(Dollars In millions)
Fiscal 2014 % Change from 2013 Fiscal 2013 % Change from 2012 Fiscal 2012Fiscal 2017 % Change from 2016 Fiscal 2016 % Change from 2015 Fiscal 2015
52 weeks 52 weeks 53 weeks53 weeks 52 weeks 52 weeks
Net sales$1,882.0
 6.0 % $1,774.9
 2.9 % $1,724.1
$2,278.2
 0.6 % $2,264.9
 5.7 % $2,142.2
Cost of sales1,251.0
 7.0 % 1,169.7
 3.2 % 1,133.5
1,414.0
 1.7 % 1,390.7
 3.0 % 1,350.8
Gross margin631.0
 4.3 % 605.2
 2.5 % 590.6
864.2
 (1.1)% 874.2
 10.5 % 791.4
Operating expenses656.7
 33.9 % 490.3
 8.2 % 453.0
673.4
 1.6 % 662.7
 5.5 % 628.0
Operating earnings (loss)(25.7) (122.4)% 114.9
 (16.5)% 137.6
Operating earnings190.8
 (9.8)% 211.5
 29.4 % 163.4
Net other expenses17.7
  % 17.7
 (2.2)% 18.1
13.2
 (11.4)% 14.9
 (18.1)% 18.2
Earnings (loss) before income taxes(43.4) (144.7)% 97.2
 (18.7)% 119.5
Income tax expense (benefit)(21.2) (173.4)% 28.9
 (34.8)% 44.3
Equity income (loss) from nonconsolidated affiliates, net of tax0.1
 200.0 % (0.1)  % 
Net earnings (loss)$(22.1) (132.4)% $68.2
 (9.3)% $75.2
Earnings before income taxes177.6
 (9.7)% 196.6
 35.4 % 145.2
Income tax expense55.1
 (7.4)% 59.5
 26.1 % 47.2
Equity income from nonconsolidated affiliates, net of tax1.6
 300.0 % 0.4
 300.0 % 0.1
Net earnings124.1
 (9.7)% 137.5
 40.2 % 98.1
Net earnings attributable to noncontrolling interests0.2
 (75.0)% 0.8
 33.3 % 0.6
Net earnings attributable to Herman Miller, Inc.$123.9
 (9.4)% $136.7
 40.2 % $97.5

The following table presents, for the periods indicated, the components of the company's Consolidated Statements of Comprehensive Income as a percentage of net sales.
Fiscal 2014 Fiscal 2013 Fiscal 2012Fiscal 2017 Fiscal 2016 Fiscal 2015
Net sales100.0 % 100.0% 100.0%100.0% 100.0% 100.0%
Cost of sales66.5
 65.9
 65.7
62.1
 61.4
 63.1
Gross margin33.5
 34.1
 34.3
37.9
 38.6
 36.9
Selling, general, and administrative expenses30.0
 24.2
 22.9
25.8
 25.9
 25.4
Restructuring and impairment expenses1.4
 0.1
 0.3
0.5
 
 0.6
Design and research expenses3.5
 3.4
 3.1
3.2
 3.4
 3.3
Total operating expenses34.9
 27.6
 26.3
29.6
 29.3
 29.3
Operating earnings (loss)(1.4) 6.5
 8.0
Operating earnings8.4
 9.3
 7.6
Net other expenses0.9
 1.0
 1.0
0.6
 0.7
 0.8
Earnings (loss) before income taxes(2.3) 5.5
 6.9
Income tax expense (benefit)(1.1) 1.6
 2.6
Net earnings (loss)(1.2) 3.8
 4.4
Earnings before income taxes7.8
 8.7
 6.8
Income tax expense2.4
 2.6
 2.2
Equity income from nonconsolidated affiliates, net of tax0.1
 
 
Net earnings5.4
 6.1
 4.6
Net earnings attributable to noncontrolling interests
 
 
Net earnings attributable to Herman Miller, Inc.5.4
 6.0
 4.6



Net Sales, Orders and Backlog -Fiscal 20142017 Compared to Fiscal 20132016
For the fiscal year ended May 31, 2014, consolidated
Consolidated net sales increased $107.1$13.3 million to $1,882.0$2,278.2 million from $1,774.9$2,264.9 million for the fiscal year ended June 1, 2013.3, 2017 compared to the fiscal year ended May 28, 2016. The acquisitionfollowing items contributed to the change:

Fiscal 2017 had 53 weeks as compared to the same period of Maharam Fabric Corporation (Maharam)fiscal 2016, which had 52 weeks. The impact of this additional week increased net sales by approximately $96.5$37 million.
Incremental sales volumes within the Consumer segment of approximately $25 million versuswere due mainly to improvements across several Consumer sales channels, including studios, contract, e-commerce and direct-mail catalogs.
Increased sales volumes within the priorNorth American segment of approximately $23 million resulted primarily from increased demand within the company's Healthcare business unit, along with growth late in the fiscal year. year in the North America office furniture business.
Increased sales volumes within the ELA segment of approximately $17 million were driven by increases within the Europe, Latin America and Asia regions. The largest increases were due to larger project activity in mainland Europe, Mexico, Brazil, Japan and China.
The impact of dealer divestitures throughoutthe divestiture of the company's dealerships in Australia in fiscal 20142016 and Philadelphia, Pennsylvania in fiscal 2017 had the effect of reducing sales approximately $25.6 million compared to fiscal 2013. The overall impact of foreign currency changes for the fiscal year was to decrease net sales by approximately $8.9 million. The company has also experienced a $12$39.6 million decrease in sales volumes to the U.S. federal governmentfiscal 2017 as compared to the prior fiscal 2013. The impactyear.
Deeper discounting, net of incremental price increases, reduced net changessales in pricing is estimatedfiscal 2017 by roughly $32 million as compared to havethe prior year. Of this change, $26 million related to the North American operating segment.
Foreign currency translation had a $10.5 million increasenegative impact on net sales during fiscal 2014. The remaining increase compared to fiscal 2013 was driven by increased volumes. The increase in volumes was not driven by any single factor, but rather, was due mainly to an improvement in general economic factors, primarily in the North America and ELA business segments.


- 20-



The following table presents the quantification of the changes in net sales from fiscal 2013 to fiscal 2014.
(In millions) 
Fiscal 2013 Net sales$1,774.9
Maharam acquisition96.5
Dealer divestitures(25.6)
Impact from foreign currency(8.9)
Net changes in pricing10.5
U.S. federal government volumes(12.0)
Change in sales - general46.6
Fiscal 2014 Net sales$1,882.0
approximately $15 million.

Consolidated net trade orders for fiscal 20142017 totaled $1,917.7$2,282.9 million compared to $1,771.6$2,279.7 million in fiscal 20132016, an increase of 8.20.1 percent. On an organic basis, which excludes the impact of the extra week in fiscal 2017, as well as foreign currency translation and dealer divestitures, orders increased by 0.9 percent from last fiscal year. Order rates began the year at a steadyan average pace with orders averagingof approximately $36$43 million per week for the first quarter and $39$44 million per week for the second quarter. For the third quarter, weekly order rates decreased back down to an average of approximately $36$42 million per week, which is consistent withreflecting typical seasonality in order pacing during that period of the company's typical seasonal slowdown.fiscal year. The fourth quarter finished the year with average weekly order rates increasing to approximately $37$44 million. The weekly order pacing in the third quarter and the fourth quarter of fiscal 20142017 was impacted by the price increase that was announced during the third quarter.quarter of fiscal 2017. This caused approximately $22$21 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$40 million per week and $39$45 million per week, respectively. The overall impact of changes in foreign currency changes for the fiscal year decreased net orders by approximately $9.6 million.$8.7 million as compared to the prior year.

OurThe company's backlog of unfilled orders at the end of fiscal 20142017 totaled $306.4$322.6 million, a 11.70.3 percent increasedecrease from fiscal 2016 ending backlog of $323.5 million. In fiscal 2017, the $274.4 millioncompany completed the sale of its dealership in Philadelphia. This dealer divestiture resulted in a reduction to the consolidated ending backlog at the end of fiscal 2013.approximately $11.6 million.

BIFMA reported an estimated year-over-yearperiod-over-period increase in U.S. office furniture shipments of approximately 1.22.0 percent for the twelve-month period ended May 2014.2017. By comparison, the net sales increaseddecreased for the company's domestic U.S. business by approximately 3.0 percent. 0.8 percent over the twelve months ended May 2017.



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


The company believes that while comparisonsalso 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 BIFMA are important,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 company continues to pursue a strategy of revenue diversification that makes us less reliant onFurniture and Home Furnishing Stores category for the drivers that impact BIFMA.twelve month period ended June 3, 2017, was approximately 2.9 percent. By comparison, net sales growth for the company's Consumer segment was approximately 10.2 percent.

Net Sales, Orders and Backlog -Fiscal 20132016 Compared to Fiscal 20122015
For the fiscal year ended June 1, 2013, consolidated
Consolidated net sales increased 2.9 percent$122.7 million to $1,774.9$2,264.9 million from $1,724.1$2,142.2 million for the fiscal year ended June 2, 2012. The acquisitions of Maharam on April 29, 2013 and Sun Hing POSH Holdings Limited (POSH) on April 3, 2012 increased fiscal 2013 net sales approximately $56.6 million. The impact of dealer divestitures in the second quarter of fiscal 2012 and the third quarter of fiscal 2013 had the effect of reducing sales approximately $10 millionMay 28, 2016 compared to fiscal 2012. The overall impact of foreign currency changes for the fiscal year wasended May 30, 2015. The following items contributed to decrease netthe change:

Increased sales volumes within the North American segment of approximately $108.0 million were driven by a combination of general market growth and company-specific actions taken to improve selling capacity, launch innovative products and refresh showrooms.
Increased sales volumes within the ELA segment of $30.4 million were driven by increases within the Asia region. The largest increases were due to larger project activity in Australia and China.
Incremental sales volume within the Consumer segment related to the acquisition of DWR, which increased sales by approximately $8$30.2 million. The year ended June 2, 2012 contained 53 weeks. An extra weekThis increase was due the fact that 52 weeks of DWR results were included in the company'sour consolidated results for fiscal year is required approximately every six years in order to realign its fiscal calendar-end dates with the actual calendar months. The additional week in Fiscal 2012 is estimated to have increased net sales $32 million. The company also experienced a $50 million decrease in sales volumes to the U.S. federal government2016 as compared to 44 weeks in fiscal 2012. The impact2015.
Increased sales volumes within the Specialty segment of net changes in pricing is estimated to have$10.9 million were driven principally by Geiger and the Herman Miller Collection.
Foreign currency translation had a $5.0 million increasenegative impact on net sales during fiscal 2013. The remaining increase compared to fiscal 2012 was driven by increased volumes. The increase in volumes was not driven by any single factor, but rather, was generally attributable to overall improvements in the economic environment in which the company operates, primarily in North America as these increases were attributable to the North American Furniture Solutions and Specialty and Consumer reportable segments.


- 21-



The following table presents the quantification of the changes in net sales from fiscal 2012 to fiscal 2013.
(In millions) 
Fiscal 2012 Net sales$1,724.1
Acquisitions and divestitures 
Maharam acquisition10.6
POSH acquisition46.0
Dealer divestitures(10.0)
Impact from foreign currency(8.0)
Net changes in pricing5.0
Extra week in fiscal 2012(32.0)
U.S. federal government volumes(50.0)
Change in sales - general89.2
Fiscal 2013 Net sales$1,774.9
$40.0 million.

Consolidated net trade orders for fiscal 20132016 totaled $1,771.6$2,279.7 million compared to $1,725.7$2,146.5 million in fiscal 2012,2015, an increase of 2.76.2 percent. Order rates began the year at a steadyan average pace with orders averagingof approximately $36$43 million per week throughfor the first quarter and $46 million per week for the second quarter. TheFor the third quarter, weekly order rates averageddecreased to an average of approximately $29$39 million per week, which is consistent withreflecting typical seasonality in order pacing during that period of the company's typical seasonal slowdown.fiscal year. The fourth quarter finished the year with average weekly order rates increasing to approximately $35$47 million. The overall impact of foreign currency changes for the fiscal year decreased net orders by approximately $8.4 million.

Our$38.7 million as compared to the prior year. The company's backlog of unfilled orders at the end of fiscal 20132016 totaled $274.4$323.5 million, a 1.30.4 percent decreaseincrease from the $278.0 millionfiscal 2016 ending backlog of backlog at$322.2 million. At the end of fiscal 2012.2016, the company completed the sale of its multi-location dealership in Australia. This dealer divestiture resulted in a reduction to the consolidated ending backlog of approximately $14 million.

BIFMA reported an estimated year-over-year decreaseperiod-over-period increase in U.S. office furniture shipments of approximately 0.63.2 percent for the twelve-month period ended May 2013.2016. By comparison, the net sales increased for the company's domestic U.S. business by approximately 0.8 percent. 6.3 percent over the twelve months ended May 2016, reflecting the strong results within our North America segment noted above.

The company believes that while comparisonsalso 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 BIFMA are important, the company continuescompany's Consumer reportable segment, but is not intended to pursue a strategy of revenue diversification that makes us less reliant onbe an exact comparison. The average monthly year-over-year growth rate in sales for the drivers that impact BIFMA.Furniture and Home Furnishing Stores category for the twelve month period ended May 31, 2017, was approximately 2.9 percent. By comparison, net sales growth for the company's Consumer segment was approximately 6.7 percent due to improvements across several Consumer sales channels, including studios, e-commerce, contract and direct-mail catalogs.

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


Gross Margin - Fiscal 20142017 Compared to Fiscal 2013
Fiscal 20142016
Consolidated gross margin as a percentage of salesfor fiscal 2017 was 33.537.9 percent, which is a decrease of 6070 basis points from the fiscal 20132016 level. Gross margin in 2014 was reduced by 250 basis points due toThe following factors summarize the terminationmajor drivers 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.

Theyear-over-year decrease in gross margin from incremental pension expenses was offset by increases related to the acquisitionpercentage:

Incremental price discounting, net of Maharam (100 basis points), the benefit captured from price increases, - net of incremental discounting (40reduced the company's consolidated gross margin by approximately 90 basis points), andpoints relative to fiscal 2016.
Higher commodity costs within the North American operating segment in the current fiscal year drove an unfavorable year-over-year margin impact of in-sourcing (60approximately 40 basis points).

points.
The following table presents, for the periods indicated, the componentsdivestiture of the company's dealerships in Australia and Philadelphia, Pennsylvania in fiscal 2016 and 2017, respectively, resulted in a favorable impact of approximately 30 basis points relative to fiscal 2016.
A decrease in employee incentive costs increased our consolidated gross margin by 30 basis points relative to fiscal 2016. The decrease reflects lower employee incentive costs that are variable based on the achievement of earnings levels for the fiscal year relative to plan.
Improved material cost of sales as a percentage of net sales.
Fiscal Year EndedMay 31, 2014 June 1, 2013 Change
Direct materials41.3% 42.7% (1.4)%
Direct labor6.4
 6.4
 
Manufacturing overhead     
Manufacturing overhead - excluding legacy pension10.1
 10.6
 (0.5)
Legacy pension impact on manufacturing overhead2.7
 0.2
 2.5
Total manufacturing overhead12.8

10.8
 2.0
Freight and distribution6.0
 6.0
 
Cost of sales66.5% 65.9% 0.6 %

Direct material costs as a percent of net sales for fiscal 2014 decreased 140performance at the company's West Michigan manufacturing facilities driven by process engineering initiatives increased gross margin by approximately 20 basis points as compared to fiscal 2013. The2016.
Product mix at the company's West Michigan manufacturing facilities and material usage efficiencies at various international locations had a favorable impact relatedon gross margin.

Gross Margin - Fiscal 2016 Compared to product in-sourcing, price increases - netFiscal 2015
Consolidated gross margin for fiscal 2016 was 38.6 percent, an increase of incremental discounting, commodity pricing, and the acquisition of Maharam, had the

- 22-



effect of improving the direct material cost percentage by 60170 basis points 20from the fiscal 2015 level. The following factors summarize the major drivers of the year-over-year improvement in gross margin percentage:

Lower commodity costs within the North American operating segment in the current fiscal year drove a favorable year-over-year margin impact of approximately 90 basis points.
A decrease in freight expenses, due primarily to lower fuel costs and improved leverage of fixed product distribution costs, drove a favorable impact to gross margin of approximately 40 basis points 10 basis points, and 10 basis points, respectively. The remaining decrease is related to favorable impact of changes in the product and channel mix compared to the prior year.fiscal 2015.

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 decreaseInventory-related purchase accounting adjustments 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 fromDWR unfavorably impacted gross margin in the prior year. Overhead costs in fiscal 2014 includedyear by approximately 30 basis points.
Improved production volume leverage at the impact of the previously mentioned pension termination, which drove an increase in overhead costs of $47.2 million or 250 basis points. This increase was offset by a 50 basis point decrease related to the acquisition of Maharam.

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

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

The following table presents, for the periods indicated, the components of the company's cost of sales as a percentage of net sales.
Fiscal Year EndedJune 1, 2013 June 2, 2012 Change
Direct materials42.7% 42.2% 0.5 %
Direct labor6.4
 6.6
 (0.2)
Manufacturing overhead10.8
 10.9
 (0.1)
Freight and distribution6.0
 6.0
 
Cost of sales65.9% 65.7% 0.2 %

Direct material costs as a percent of net sales increased 50 basis points as compared to fiscal 2012. The material costs as2015.
We estimate that relative changes in foreign currency exchange rates had a percentnegative impact on our consolidated gross margin of net sales was impacted by approximately a 30 basis point increase relatedpoints relative to the acquisition of POSH. Offsetting this increase werelast fiscal year.
Improved operating efficiencies at certain international and domestic subsidiaries also provided a favorable impacts from lower commodity costs of 30 basis points. The remaining increase is relatedimpact to unfavorable impact of changes in the product and channel mixgross margin compared to the prior year.

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

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

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



Operating Expenses - Fiscal 20142017 Compared to Fiscal 20132016
Operating expenses in fiscal 20142017 were $656.7$673.4 million,, or 34.929.6 percent of net sales, which compares to $490.3$662.7 million,, or 27.629.3 percent of net sales in fiscal 2013.2016. The increasefollowing factors contributed to the change:

Fiscal 2017 results reflected restructuring and impairment expenses of $12.5 million. Restructuring charges related to targeted workforce reductions increased operating expenses by $5.4 million, while the impairment of the Nemschoff trade name increased operating expenses by $7.1 million.
Marketing and selling expenses increased approximately $10 million relative to last fiscal year.
The impact of an extra week in fiscal 2017 increased operating expenses by approximately $9 million.
Incremental costs related to the continued growth and expansion of DWR retail studios of approximately $8 million for the twelve month comparative period.
Increased costs within the company's DWR subsidiary of approximately $5 million as a result of increased investment in information technology, infrastructure to support the contract channel and other business support functions.
Lower employee incentive costs decreased operating expenses by $8.8 million compared to prior fiscal year. The decrease reflects lower incentive compensation costs that are variable based on the achievement of earnings levels for the fiscal year relative to plan.
The divestiture of the company's dealerships in Australia and Philadelphia in fiscal 2016 and 2017, respectively, resulted in a decrease in operating expenses primarily relatesof $14.2 million for the twelve month comparative period.
The remainder of the change was driven mainly by company-wide cost savings initiatives, decreases in stock-based compensation, research and development expenses and changes in foreign currency exchange rates.



Operating Expenses - Fiscal 2016 Compared to legacy pensionFiscal 2015
Operating expenses in fiscal 2016 were $662.7 million, or 29.3 percent of $89.0 million.net sales, which compares to $628.0 million, or 29.3 percent of net sales in fiscal 2015. The acquisitionfollowing factors contributed to the change:

Employee incentive costs increased by $14.7 million relative to fiscal 2015. The increase reflects higher incentive compensation costs that are tied to increased earnings for the comparative periods.
Marketing and selling expenses increased $14.5 million relative to fiscal 2015. The increase resulted from new marketing initiatives, particularly within the Consumer segment, as well as increases in selling capacity and sales growth during fiscal 2016.
Fiscal 2016 included a full 52 weeks of Maharam contributed an additional $48.2DWR results whereas fiscal 2015 included only 44 weeks. This difference accounts for approximately $13.7 million of the year-over-year increase in consolidated 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
Design and research expenses increased $4.0 million. Warranty expenses for the year were lower by approximately $3.2$5.7 million primarily due to lower customer specific claims. The company recorded approximately $4.3 million more employee incentive expenses duringin fiscal 20142016 as 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.
Year-over-year changes in currency exchange rates associated with the company's international operations, decreased operating expenses by an estimated $2.3$10 million.

- 23-




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

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

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

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

The following table presents the quantification of the changes in total operating expenses from fiscal 2013 to fiscal 2014.
(In millions) 
Fiscal 2013 Operating expenses$490.3
Selling, general & administrative change 
Acquisitions and divestitures 
Maharam acquisition48.2
Dealer divestitures(7.9)
Contingent consideration change(2.6)
Legacy pension expenses89.0
Warranty(3.2)
Marketing and selling(0.3)
Employee incentive costs4.3
Impact from foreign currency(2.3)
Other11.9
Restructuring and impairment change25.3
Design and research change4.0
Fiscal 2014 Operating expenses$656.7

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

- 24-



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

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

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

The following table presents the quantification of the changes in total operating expenses from fiscal 2012 to fiscal 2013.
(In millions) 
Fiscal 2012 Operating expenses$453.0
Selling, general & administrative change 
Acquisitions and divestitures 
Maharam acquisition4.7
POSH acquisition7.0
Dealer divestitures(4.5)
Legacy pension expenses24.1
Warranty(6.0)
Marketing and selling3.5
Employee incentive costs3.0
Impact from foreign currency(2.0)
Extra week in fiscal 2012(3.0)
Other7.5
Restructuring and impairment change(4.2)
Design and research change7.2
Fiscal 2013 Operating expenses$490.3

Operating Earnings (Loss)
In fiscal 2014, the company generated an operating loss of $25.7 million, a decrease of $140.6 million from fiscal 2013 operating earnings of $114.9 million. This decrease was attributable to legacy pension expenses of $164.4 million and2015 results reflected restructuring and impairment expenses of $26.5$12.7 million.
The remaining change relates to various contributing factors, including but not limited to higher costs for information technology initiatives, wage and benefit inflation, and general variability with higher net sales.

Operating Earnings
In fiscal 20132017, the company generated operating earnings of $114.9$190.8 million, represented a 16.5 percent decrease of $20.7 million from fiscal 20122016 operating earnings of $137.6$211.5 million. This decrease was driven by legacy pension costsOperating earnings of $28.2$211.5 million in fiscal 2016 represented a $48.1 million increase from fiscal 2015 operating earnings of $163.4 million.

Other Expenses and Income
Net other expenses for fiscal 2017 were flat in fiscal 2014 as$13.2 million, a decrease of $1.7 million compared to fiscal 2013, totaling $17.7 million for each year. For fiscal 2012, net other expenses were $18.1in fiscal 2016 of $14.9 million. The decrease in net other expenses in fiscal 20132017 was primarily related to higher investment income associated with the company's deferred compensation plan.

Net other expenses for fiscal 2016 were $14.9 million, a decrease of $3.3 million compared to net other expenses in fiscal 2015 of $18.2 million. The decrease in net other expenses in fiscal 2016 as compared to fiscal 20122015 was primarily related to an increasea reduction in investment income during fiscal 2013.interest expense related to a decrease in long term debt. The reduction in long term debt resulted from the repayment of borrowings on the revolving line of credit.

Income Taxes
The company's effective tax rate was 48.931.1 percent in fiscal 2014 versus 28.92017, 30.3 percent in fiscal 20132016 and 37.132.6 percent in fiscal 2012.2015. The effective tax rate in fiscal 20142017 was abovebelow the United States statutory rate of 35 percent, primarily due to a shiftan increase in the relative mix of incomeearnings in tax jurisdictions that have rates lower than the United States statutory rate, the manufacturing deduction under the American Jobs Creation Act of 2004 (“AJCA”) and loss between the taxing jurisdictions. This change in mix was driven primarily by legacy pension expenses recorded in fiscal 2014.research and development tax credit under the Protecting Americans from Tax Hikes ("PATH") Act of 2015.

The effective tax rate in fiscal 20132016 was below the statutory rate of 35 percent, primarily due to the domestic U.S. manufacturing deduction and internationalunder the AJCA as well as a significant amount of foreign earnings subject to tax rate differential. at foreign rates below 35 percent.

The effective tax rate in fiscal 20122015 was abovebelow the statutory rate of 35 percent, primarily due to a lower than anticipatedthe domestic U.S. manufacturing deduction non-deductible expenses associated with contingent purchase consideration,under the AJCA and other adjustments requireda $3.9 million tax benefit related to reconcile income tax expense with the tax return of a foreign subsidiary.entity reorganization.



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

- 25-




Net Earnings; Earnings (Loss); Earnings (Loss) per Share
In fiscal 2014, 2017, fiscal 2013,2016, and fiscal 2012, we2015, the company generated a net loss of $22.1 million, net earnings attributable to Herman Miller, Inc. of $68.2$123.9 million,, $136.7 million and net earnings of $75.2$97.5 million,, respectively. In fiscal 2014, diluted loss per share was $(0.37), while dilutedDiluted earnings per share in were $2.05, $2.26 and $1.62 for fiscal 2013 were $1.162017, fiscal 2016 and $1.29 in fiscal 2012.2015, respectively.

DiscussionReportable Operating Segments
The business is comprised of Segments - 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. 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.

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 e-commerce, direct mailing catalogs and DWR retail studios.

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

The charts below present the relative mix of net sales across each of the company's reportable segments. This is followed by a discussion of the company's results, by segment, for each reportable segment.
North American Furniture Solutions ("North America")

Fiscal 20142017 Compared to Fiscal 20132016
Net sales in the North American segment were $1,342.2 million in fiscal 2017, an increase of 0.8 percent from fiscal 2016 net sales of $1,331.8 million. Orders for fiscal 2017 totaled $1,347.6 million, an increase of 0.9 percent from the prior year. Operating earnings for North America in fiscal 2017 were $137.7 million or 10.3 percent of sales as compared to $152.0 million or 11.4 percent of sales in the prior year.
Net
The impact of the extra week increased net sales by an estimated $23 million and increased orders by $21 million for fiscal 2017 as compared to the prior year.
Incremental price discounting, net of price increases, in fiscal 2017 decreased net sales by approximately $26 million compared to the prior year.
Sales volumes within the North American Furniture Solutions (North America) reportable segment decreased to $1,216.3increased by approximately $23 million resulting primarily from increased demand within the company's Healthcare business unit, along with growth late in fiscal 2014, a decrease of $5.6 million from fiscal 2013 net sales of $1,221.9 million. the year in the North America office furniture business.


The impact of dealer divestituresthe divestiture of the company's dealership in Philadelphia, Pennsylvania in fiscal 20142017 had the effect of reducing net sales by approximately $25.6$9 million as compared to fiscal 2016.
Commodity price increases and incremental discounting drove a decrease in gross margins and operating earnings.
Decreased employee incentive costs recorded in operating expenses and cost of goods sold increased operating earnings by $14.1 million compared to prior fiscal 2013. year. The decrease reflects lower incentive compensation costs that are variable based on the achievement of earnings levels for the fiscal year relative to plan.
Restructuring charges related to targeted workforce reductions increased operating expenses by $5.4 million, while the impairment of the Nemschoff trade name increased operating expenses by $7.1 million as compared to the prior year.
Operating expenses within the North American segment were higher than the prior year due to the extra week of operations.
Company-wide cost savings initiatives resulted in a decrease in operating expenses relative to the prior year period.

Fiscal 2016 Compared to Fiscal 2015
Net sales in the North American segment increased to $1,331.8 million in fiscal 2016, an increase of $89.9 million from fiscal 2015 net sales of $1,241.9 million. Orders for fiscal 2016 totaled $1,336.1 million, an increase of $100.3 million from fiscal 2015. Operating earnings for North America in fiscal 2016 were $152.0 million, an increase of $26.8 million from fiscal 2015.

Sales volumes within the North American segment increased by approximately $108 million. This was driven by a combination of general market growth and company-specific actions taken to improve selling capacity, launch innovative products and refresh showrooms.
The impact of foreign currency changes was to decrease fiscal 2014translation decreased net sales for North Americaand operating earnings by approximately $5.2 million. The impact of changes$13 million and $7 million, respectively.
Changes in pricing, net of incremental discounting, is estimated to have had a $7.9 million increase ondecreased fiscal 2016 net sales during fiscal 2014 overby approximately $6 million compared to the prior year. The
Operating earnings increased mainly due to improvements in gross margin that were driven by increased sales volumes, improved production volume leverage, a decrease in commodity costs and improved operational efficiency.
Higher incentive compensation expenses had an unfavorable impact on operating earnings of $18.6 million.

ELA Furniture Solutions (EMEA, Latin America, and Asia Pacific)
Fiscal 2017 Compared to Fiscal 2016
Net sales in the ELA segment has also experiencedwere $385.5 million in fiscal 2017, a $12.0decrease of $27.1 million from fiscal 2016 net sales of $412.6 million. Orders for fiscal 2017 totaled $384.9 million, a decrease of $32.2 million from fiscal 2016. Operating earnings within ELA for fiscal 2017 were $30.8 million, a $4.5 million decrease from fiscal 2016.

Fiscal 2016 included the results of the company’s dealership in Australia that was divested at the end of the fourth quarter of fiscal 2016. Accordingly, net sales for the ELA segment decreased by $30.8 million due to the divestiture. The divestiture also decreased orders by $32.8 million year-over-year.
Increased sales volumes within the ELA segment of approximately $17 million were driven by increases within the Europe, Latin America and Asia regions. The largest increases were due to larger project activity in mainland Europe, Mexico, Brazil, Japan and China.
Deeper discounting, net of incremental price increases, decreased fiscal 2017 net sales by an estimated $6 million.
Foreign currency translation decreased net sales by approximately $13.9 million.
The impact of the extra week increased net sales by $6.3 million in fiscal 2017.
The divestiture of the company’s dealership in Australia decreased operating earnings by $1.6 million.
Operating earnings were also reduced in fiscal 2017 by $1.0 million due to restructuring expenses, related primarily to severance costs.
Fiscal 2016 included nonrecurring gains related to the U.S. federal governmentsale of a former manufacturing facility in the United Kingdom and the divestiture of the company’s dealership in Australia. Accordingly, the operating earnings for the ELA segment decreased by $6.1 million due to the nonrecurring gains recorded in fiscal 2016.

Fiscal 2016 Compared to Fiscal 2015
Net sales increased to $412.6 million in fiscal 2016, and increase of $2.7 million as compared to fiscal 2013. The remaining change2015 of $409.9 million. Orders for fiscal 2016 totaled $417.0 million, a decrease of $0.6 million from fiscal 2015. Operating earnings within ELA for fiscal 2016 were $35.3 million, a $9.4 million increase from fiscal 2015.

Improved sales volumes within Australia, Mexico and China increased in net sales was due to an increaseby approximately $31 million.
Changes in unit volumes duringpricing, net of incremental discounting, decreased fiscal 2014.

Operating losses for North America in fiscal 2014 were $27.02016 net sales by about $2 million a $103.6 million decrease from fiscal 2013. The decrease is attributable to the legacy pension expenses of $123.9 million. The impact of dealer divestitures had the effect of decreasing operating earnings approximately $0.9 million compared to fiscal 2013. Warranty expenses were lower by $3 million for fiscal 2014 due to lower customer specific claims. North America also had approximately $7.0 million in additional employee incentive expense during fiscal 2014 compared to the prior year.
The impact of foreign currency translation decreased net sales by approximately $26.1 million.


Gross margin improvements driven by increased sales volumes, manufacturing efficiency as well as decreased material and freight costs provided a favorable impact on operating earnings.
Nonrecurring gains related to the sale of a former manufacturing facility in the United Kingdom and the divestiture of the company’s dealership in Australia increased operating earnings by $6.1 million.
The impact of foreign currency changes decreased fiscal 20142015 operating earnings for North AmericaELA by approximately $3.6$7 million.

Specialty
Fiscal 2017 Compared to Fiscal 2016
Net sales within the Specialty reportable segment were $232.4 million in fiscal 2017, an improvement of $0.6 million as compared to $231.8 million in fiscal 2016. Orders for fiscal 2017 totaled $232.0 million, a decrease of $2.8 million from  $234.8 million in fiscal 2016. Operating earnings within the Specialty reportable segment totaled $17.7 million for the year, an increase of $1.3 million from $16.4 million in fiscal 2016.

The remaining changeimpact of an extra week in fiscal 2017 increased net sales by approximately $3.0 million as compared to the prior year. 
Sales volumes within the Specialty segment decreased by approximately $2.0 million. This decrease was driven by lower sales volumes within the Geiger and Maharam subsidiaries, offset by an increase in sales within the Herman Miller Collection business. 
Improved operational efficiencies and lower benefit costs had a favorable impact on operating earnings, which was partially offset by increased marketing and selling costs. 


Fiscal 2016 Compared to Fiscal 2015
Net sales within the Specialty reportable segment were $231.8 million during fiscal 2016, an improvement of $11.9 million as compared to fiscal 2015. Orders for fiscal 2016 totaled $234.8 million, an increase of $13.4 million from fiscal 2015. Operating earnings within the Specialty reportable segment totaled $16.4 million for the year, an increase of $2.9 million from fiscal 2015.

Improved sales volumes increased net sales by $10.9 million, which was driven by increases within the Herman Miller Collection and Geiger subsidiary.
Changes in pricing, net of incremental discounting, increased fiscal 2016 net sales by an estimated $2 million compared to the prior year.
Increased sales volumes and improved operational efficiencies had a favorable impact on operating earnings.
Higher incentive compensation expenses and increased marketing and selling costs had an unfavorable impact on operating earnings of $2.3 million and $1.9 million, respectively.

Consumer
Fiscal 2017 Compared to Fiscal 2016
Net sales totaled $318.1 million for the year, an increase of 10.2 percent over the fiscal 2016 amount of $288.7 million. Orders of $318.4 million increased 9.1 percent over fiscal 2016. Operating earnings for the year were $5.3 million or 1.7 percent of sales as compared to operating earnings of $8.1 million or 2.8 percent of sales for fiscal 2016.

Increased sales volumes of approximately $29.4 million were due to improvements across several Consumer sales channels, including studios, e-commerce, contract and direct-mail catalogs.
The impact of the extra week increased net sales by $4.7 million in fiscal 2017 as compared to prior year.
Operating expenses within the Consumer segment were higher than the prior year primarily as a result of increased investments in information technology, marketing and investments in personnel supporting the contract and e-commerce channels.
Incremental pre-opening costs related to non-comparable studios increased operating expenses relative to the prior year and had a negative impact on operating earnings of approximately $8 million compared to fiscal 2016.

Fiscal 2016 Compared to Fiscal 2015
Net sales for the Consumer reportable segment increased to $288.7 million in fiscal 2016, an increase of $18.2 million from fiscal 2015 net sales of $270.5 million. Orders for fiscal 2016 totaled $291.7 million, an increase of $20.0 million from fiscal 2015. Operating earnings within the Consumer segment were $8.1 million during fiscal 2016 as compared to operating earnings of $14.7 million in fiscal 2015.

The fiscal year ended May 30, 2015 included 44 weeks of DWR operations (as the acquisition of DWR was completed on July 28, 2014). Accordingly, approximately $30.2 million of the year-over-year net sales increase for this segment is due to the inclusion of DWR operations for the full twelve months of fiscal year 2016.
Adjusted for the impact of this partial period consolidation during fiscal 2015 and the impact of foreign currency translation, which increased net sales by $0.8 million, net sales for the Consumer segment decreased $11.2 million as compared to fiscal 2015. This


was driven by the closing of legacy DWR studios, selling activity interruptions from the implementation of a new ERP system at DWR and the rationalization of independent retail distributors.
The decrease in operating earnings was driven by improvementsa reduction in the gross margin which was primarily attributable to in-sourcing initiatives.

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

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

Specialty and Consumer
Net sales within the Specialty and Consumer reportable segment increased 55.7 percent compared to fiscal 2013. The acquisition of Maharam in the fourth quarter of fiscal 2013 contributed an additional $96.5 million of net sales in fiscal 2014. The impact changes in pricing, net of discounting, is estimated to have had a $2.3 million increase on net sales during fiscal 2014 over the prior year. The remaining change waspercentage at DWR due to a decreaseshift in unit volumes during fiscal 2014.mix to lower margin channels, the impact of promotional activity related to shipping and certain period costs associated with an ERP implementation.

Operating earnings within Specialty and Consumer totaled $4.6 million for the year, or 1.7 percent of net sales, a decrease of $10.8 million from fiscal 2013. The decrease was driven principally by increased legacy pensionAn increase in DWR operating expenses of $16.0$8.2 million offset by andecreased operating earnings. The increase in operating earnings from Maharam of $4.2 million.

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

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

- 26-



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

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

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

Specialty and Consumer
Net sales within the Specialty and Consumer reportable segment increased 11.0 percent compared to fiscal 2012. The acquisition of Maharam in the fourth quarter of fiscal 2013 contributed an additional $10.6 million of net sales in fiscal 2013. The remaining increase was due to increased volumes which wasmarketing investment, higher staffing levels and incremental occupancy costs that were driven by studio opening costs and double rent associated with new studio openings. These factors were partially offset by the impact of the extra week of operations in fiscal 2012 which is estimated to have increased net sales $3.0inventory-related purchase accounting adjustments that reduced prior year operating earnings by approximately $7.8 million.

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

Liquidity and Capital Resources
The table below presents certain key cash flow and capital highlights for the fiscal years indicated.
Fiscal Year EndedFiscal Year Ended
(In millions)2014 2013 20122017 2016 2015
Cash and cash equivalents, end of period$101.5
 $82.7
 $172.2
$96.2
 $84.9
 $63.7
Marketable securities, end of period$11.1
 $10.8
 $9.6
$8.6
 $7.5
 $5.7
Cash generated from operating activities$90.1
 $136.5
 $90.1
Cash provided by operating activities$202.1
 $210.4
 $167.7
Cash used for investing activities$(48.2) $(209.7) $(58.4)$(116.3) $(80.8) $(213.6)
Cash used for financing activities$(22.4) $(16.0) $(1.6)
Cash provided by (used for) financing activities$(74.6) $(106.5) $6.8
Pension and post-retirement benefit plan contributions (1)
$(50.2) $(4.5) $(64.9)$(1.1) $(1.2) $1.4
Capital expenditures$(40.8) $(50.2) $(28.5)$(87.3) $(85.1) $(63.6)
Stock repurchased and retired$(12.7) $(3.6) $(2.7)
Stock repurchased$(23.7) $(14.1) $(3.7)
Interest-bearing debt, end of period (3)
$250.0
 $250.0
 $250.0
$199.9
 $221.9
 $289.8
Available unsecured credit facility, end of period (2) (3)
$145.1
 $142.3
 $140.3
Available unsecured credit facilities, end of period (1)
$391.7
 $232.1
 $164.5
(1) Amount shown for fiscal 2014 includes $48.8 million due to the termination of the company’s primary domestic defined benefit pension plan.
(2) Amounts shown are net of outstanding letters of credit, which are applied against the company's unsecured credit facility.
(3) During fiscal 2012 we2015, the company 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 20142017 totaled $90.1202.1 million compared to $136.5210.4 million generated in the prior year. This represents a decrease of $46.4 million compared to fiscal 2013. This decrease was driven principally by pension contributions of $50.2 million, net of the related tax benefits, primarily related to the termination of the company's primary domestic defined benefit pension plan. The pension contributions during fiscal 2014 were $45.7 million more than the fiscal 2013 contributions of $4.5 million.

- 27-



Changes in working capital balances resulted in a $21.2$23.5 million use of cash compared to a $6.0 million use of cash in the currentprior year. The cash outflow related to changes in working capital balances was driven primarily by an increase in inventory of $29.9 million and a decrease in accounts payable of $11.2 million. The increase in inventory as of fiscal year2017 as compared to fiscal 2016 was driven mainly by an increase at the company's DWR subsidiary, due to studio openings and year-end inventory stocking for upcoming promotional events and new product launches. This was partially offset by a decrease in trade receivables of $17.3 million.

During fiscal 2016, changes in working capital balances resulted in a $6.0 million use of cash compared to a $17.2$3.5 million source of cash in the prior year. The use of cash related to changes in working capital balances in fiscal 20142016 consisted primarily of an increase in trade receivables of $26.7$30.5 million, an increase in inventory of $6.0 million and an increase in net inventories and prepaid expenses of $2.2 million and $3.2 million, respectively. These amounts were$11.7 million. This was partially offset by increases in accounts payable and other accruals of $2.6 million and $8.3 million, respectively.

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

Changes in working capital balances resulted in a $17.2 million sourcebenefits of cash in fiscal 2013 compared to an $8.8 million source of cash in fiscal 2012. The source of cash related to changes in working capital balances in fiscal 2013 consisted primarily of a decrease in estimated tax payments of $9.5 million and increases in accrued liabilities related to dividends and employee incentive costs of $6.0 million and $12.5 million, respectively. These amounts were partially offset by increases in trade receivables and inventories of $7.7 million and $4.6 million, respectively. The source of cash related to changes in working capital balances in fiscal 2012 consisted primarily of decreases in trade receivables of $17.5 million, prepaids of $2.7$19.4 million, an increase in trade payablesaccounts payable of $4.8$8.7 million and an increase in other accrued warrantyliabilities of $5.3$14.1 million. These amounts were partially offset by decreases in accrued compensation and other accruals of $20.1 million and $1.4 million, respectively.

Collections of accounts receivable remained strong throughout fiscal 2014,2017, 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 1.91.7 percent, 2.42.0 percent and 2.71.7 percent at the end of fiscal years 2014, 2013,2017, 2016 and 2012,2015, respectively.

Cash Flow — Investing Activities
Capital expenditures totaled $87.3 million, $85.1 million and $63.6 million in fiscal 2017, 2016, and 2015, respectively. The increase in capital expenditures of $2.2 million from fiscal 2017 to fiscal 2016 was driven primarily by capital expenditures associated with the opening of new DWR retail studio locations.

The increase in capital expenditures of $21.5 million from fiscal 2015 to fiscal 2016 was driven primarily by payments 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 associated with product development and the opening of new DWR retail studio locations.



In fiscal 2017, the company repaid loans against the cash surrender value of life insurance policies in the amount of $15.3 million, which has been recorded within investing activities. The cash surrender value of the company-owned life insurance policies and the loans were previously recorded net within "Other noncurrent assets" within the Condensed Consolidated Balance Sheets.

$40.8 millionCash proceeds from sale of dealers and properties were zero, $50.210.7 million and $28.5$0.6 million in fiscal 2014, 20132017, 2016, and 20122015 , respectively. During fiscal 2017, the company sold its wholly-owned contract furniture dealership in Pennsylvania in exchange for a $3.0 million note receivable. Cash proceeds received in the prior year was driven mainly by the sale of a former manufacturing facility in the United Kingdom for $4.8 million and the divestiture of the company’s remaining 75 percent equity stake in its dealership in Australia for $2.7 million.

Outstanding commitments for future capital purchases at the end of fiscal 20142017 were approximately $12.7$16.3 million. The company expects capital spending in fiscal 20152018 to be between $65$90 million and $75$100 million. The expected increase over fiscal 2014 iscapital spending will be allocated primarily due to planned investments in the company's manufacturing facilities.product development and retail studio openings.

Included in the fiscal 2014, 20132017, 2016 and 20122015 investing activities are net cash outflows of $6.7 million, $157.5 million and $47.1 million, respectively, related to acquisitions. These amounts relate to the acquisition of certain assets from Dongguan Sun Hing Steel Furniture Factory Ltd (DGSH) in fiscal 2014 inconsolidated and non-consolidated entities. The followings amounts represent the amount of $6.7 million,primary investments that drove the acquisition of Maharam Fabric Corporation (Maharam) in fiscal 2013 in the amount of $155.8 million, and the acquisition of Sun Hing POSH Holdings Limited (POSH) in fiscal 2013 ($1.7 million) and fiscal 2012 ($47.1 million).cash outflows:
(In millions)2017 2016 2015
Naughtone Holdings Limited$11.6
    
George Nelson Bubble Lamp Product Line  $3.6
  
Design Within Reach (DWR)    $154.0

Our net marketable securities transactions for fiscal 20142017 yielded a $0.3$1.1 million use of cash. This compares to a $1.2$1.7 million use of cash and a $1.4$5.3 million source of cash in fiscal 20132016 and fiscal 2012,2015, respectively.

Cash Flow — Financing Activities
 Fiscal Year Ended
(In millions, except share and per share data)2014 2013 2012
Shares acquired408,391
 154,917
 115,012
Cost of shares acquired$12.7
 $3.6
 $2.7
Shares issued1,040,255
 461,944
 442,085
Average cash received per share issued$20.00
 $15.54
 $19.20
Cash dividends paid$30.3
 $19.1
 $5.2

In fiscal 2014,2017, cash used infor financing activities increased to $22.4was $74.6 million as compared to $16.0cash used for financing activities of $106.5 million in fiscal 2013. This was driven principally by an increase in2016. Cash outflows from net payments on the revolving credit facility were $22 million during fiscal 2017. By comparison, cash outflows from dividendsnet payments on the revolving credit facility were $68.0 million during fiscal 2016.

Cash paid andfor repurchases of common stock purchased and retired. Dividends paid increasedwas $23.7 million in the current year due to the increase in the quarterly dividend from $0.125 per share to $0.140 per share. Cash paid for the retirement of common stock was $12.7 million in the current as compared to $3.6$14.1 million in the prior year. These increased cash outflows were reduced byAdditionally, in fiscal 2017 there was an increase in cash received forinflows from the issuance of shares related to stock-based compensation plans. The company received $20.8$11.7 million related to stock-based compensation plans in fiscal 20142017 compared to $7.2$9.2 million in fiscal 2013.2016.

In fiscal 2016, cash used for financing activities was $106.5 million, as compared to cash provided by financing activities of $6.8 million in fiscal 2015. Cash outflows from net payments on the revolving credit facility were $68.0 million during fiscal 2016. By comparison, cash inflows from net borrowings were $40.0 million during fiscal 2015.

Cash usedoutflows for dividend payments were $39.4 million, $34.9 million and $33.3 million fiscal 2017, 2016 and 2015, respectively.

Cash paid for repurchases of common stock was $14.1 million in financing activities increased by $14.4fiscal 2016 as compared to $3.7 million fromin fiscal 2012 to2015. Additionally, in fiscal 2013. An2016 there was an increase in cash inflows from the quarterly dividend from $0.090 per shareissuance of shares related to $0.125 was the main driver of the increasestock-based compensation plans. The company received $9.2 million related to stock-based compensation plans in financing cash outflows during fiscal 2013.

- 28-




Because the company's Series A Senior Notes are due on January 3, 2015, $502016 compared to $7.8 million was reclassified within the Consolidated Balance Sheet from "Long-term debt" to "Current maturities of long-term debt" duringin fiscal 2014.2015.

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

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

Interest-bearing debt at the end of fiscal 2014, 2013, and 2012 was $250.0 million. The provisions of the company's private placement notes and unsecured credit facility require the company to adhereacquire a portion of their ownership interest in those entities at fair value. It is possible that within the next three fiscal years years the company could be required to certain covenantsacquire this ownership interest. The fair value of this redeemable noncontrolling interest as of June 3, 2017 was $24.6 million and maintain certain performance ratios. The company was in compliance with all such covenants and performance ratios during fiscal 2014.is included within "Redeemable noncontrolling interests" on the Consolidated Balance Sheets.

On July 21, 2014, subsequentSources of Liquidity
In addition to cash flows from operating activities, the company has access to liquidity through credit facilities, cash and cash equivalents and short-term investments. These sources have been summarized below. For additional information, see Note 5 to the end of the fiscal year, the company entered into an amendment and restatement of an existing unsecured credit facility which provides the company with up to $250 million in revolving variable interest borrowing capacity and includes an “accordion feature” allowing the company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $125 million. Amounts borrowed under the agreement are subject to variable rates of interest tied to a base rate (either Prime, LIBOR or U.S. Federal Funds) depending on the form of borrowing selected by the company.consolidated financial statements.
(In millions, )June 3, 2017 May 28, 2016
Cash and cash equivalents$96.2
 $84.9
Marketable securities$8.6
 $7.5
Availability under revolving lines of credit$391.7
 $232.1


At the end of the fourth quarter fiscal 2014,2017, the company had cash and cash equivalents of $101.5$96.2 million, including foreign cash and cash equivalents of $44.1$78.5 million. In addition, the company had foreign marketable securities of $11.1 million.$8.6 million. The foreign subsidiary holding the company's marketable securities is taxed as a U.S. taxpayer at the company's election; consequently,election. Consequently, for tax purposes, all U.SU.S. tax impacts for this subsidiary have been recorded. The company has no plans to repatriate earnings from foreign subsidiaries in fiscal 2015. The company's intent is to permanently reinvest the remainder of the foreign cash amounts outside the U.S. The company's plans do not demonstrate a need to repatriate these balances to fund U.S. operations. During fiscal 2014, the company did not repatriate any undistributed foreign earnings. During fiscal 2013, theThe company repatriated $3.0zero, $0.7 million and zero of undistributed foreign earnings.earnings during fiscal years 2017, 2016 and 2015, respectively.

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

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


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

Basis of Presentation
The company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended June 3, 2017 had 53 weeks of operations while fiscal years ended May 28, 2016 and May 31, 201430, 2015 and June 1, 2013 each contained 52 weeks of operations. Fiscal year ended June 2, 2012 included 53 weeks of operations. This is the basis upon which weekly-average data is presented.


- 29-



Contractual Obligations
Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 5 of the Consolidated Financial Statements. Likewise, furtherAdditional information related to operating leases can be found in Note 6 of the Consolidated Financial Statements.
(In millions)Payments due by fiscal year
 Total 2015 2016-2017 2018-2019 Thereafter
Long-term debt 
$200.0
 $
 $
 $150.0
 $50.0
Current maturities of long-term debt50.0
 50.0
 
 
 
Estimated interest on debt obligations (1)
56.7
 14.4
 25.3
 11.7
 5.3
Operating leases85.4
 21.0
 28.8
 16.9
 18.7
Purchase obligations (2)
54.2
 44.3
 9.8
 0.1
 
Pension plan funding (3)
1.4
 0.6
 0.2
 0.2
 0.4
Stockholder dividends (4)
8.3
 8.3
 
 
 
Other (5)
30.0
 3.3
 9.9
 6
 10.8
Total$486.0
 $141.9
 $74.0
 $184.9
 $85.2
(In millions)Payments due by fiscal year
 Total 2018 2019-2020 2021-2022 Thereafter
Long-term debt (1)
$199.9
 $
 $
 $50.0
 $149.9
Estimated interest on debt obligations (2)
83.3
 11.4
 19.3
 15.5
 37.1
Operating leases329.2
 47.0
 77.5
 63.2
 141.5
Purchase obligations (3)
45.4
 35.2
 6.2
 1.0
 3.0
Pension plan funding (4)
0.9
 0.4
 0.1
 0.1
 0.3
Stockholder dividends (5)
10.2
 10.2
 
 
 
Other (6)
18.9
 1.7
 3.3
 3.1
 10.8
Total$687.8
 $105.9
 $106.4
 $132.9
 $342.6

(1) The notes maturing in fiscal 2018 have been included as long-term debt in the table above as the company has both the intent and ability to refinance this short-term obligation on a long-term basis, through the use of its syndicated revolving line of credit.
(2) Estimated future interest payments on our outstanding debt obligations are based on interest rates as of May 31, 2014.June 3, 2017. Actual cash outflows may differ significantly due to changes in underlying interest rates and timing of principal payments.
(2)(3) Purchase obligations consist of non-cancelable purchase orders and commitments for goods, services, and capital assets.
(3)(4) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of May 31, 2014,June 3, 2017, the total projected benefit obligation for our domestic and international employee pension benefit plans was $106.5$114.8 million.
(4)(5) Represents the recorded dividend payable as of May 31, 2014.June 3, 2017. Future dividend payments are not considered contractual obligations until declared.
(5)(6) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Off-Balance Sheet Arrangements — Guarantees

We provide certain guarantees to third parties under various arrangements in the form of product warranties, loan guarantees, standby letters of credit, lease guarantees, performance bonds and indemnification provisions. These arrangements are accounted for and disclosed in accordance with Accounting Standards Codification (ASC) Topic 460, "Guarantees" as described in Note 1312 of the Consolidated Financial Statements.


Critical Accounting Policies and Estimates

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

Revenue Recognition
As described in the “Executive Overview,” the majority of our products and services are sold through one of fivesix channels: Independent contract furniture dealersindependent and licensees, owned contract furniture dealers, direct to end customers, DWR retail studios, e-commerce, DWR direct-mail catalogs and independent retailers. We recognize revenue on sales to independent dealers, licensees and retailers once the product isproducts are shipped and title passes to the buyer. When we sell product directly to the end customer or through owned dealers or retail studios, we recognize revenue once the product and services are deliveredshipped, title and risk of loss have transferred to the customer and installation thereof is substantially complete.complete, if applicable.

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

- 30-




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

The accounts receivable allowance totaled $4.0$3.3 million and $4.4$4.3 million at June 3, 2017 and May 31, 2014 and June 1, 2013,28, 2016, respectively. As a percentage of gross accounts receivable, these allowances totaled 1.91.7 percent and 2.42.0 percent for fiscal 20142017 and fiscal 2013,2016, respectively. The year-over-year decrease in the allowance is primarily due to fewer customer-specific reserves in the stabilization of economic conditions and continued financial health of our customers.current year, relative to the prior year.

Goodwill and Indefinite-lived Intangibles
The carrying value of goodwill and indefinite-lived intangible assets as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016, werewas $269.1382.6 million and $289.3390.5 million, respectively. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently, if changes in circumstances or the occurrence of events suggest that impairment exists. The company is required to perform anperforms the annual test of goodwill and indefinite-lived intangible assets to determine ifimpairment testing during the asset values are impaired.fourth quarter of the fiscal year.

The company completed the required annual goodwill impairment test in the fourth quarter of fiscal 2014,2017, as of March 29, 2014,April 1, 2017, performing a combination of the qualitative assessment and the quantitative impairment test. For the reporting units that were tested under the qualitative assessment, the company determined that it was more likely than not that the goodwill of the reporting units were not impaired, and thus, the two-step quantitative impairment test was unnecessary. For the reporting units that were tested under the quantitative impairment test, the company determined that the fair value of the reporting units exceeded the carrying amount and, as such, the reporting units were not impaired.impaired and the second step of the impairment test was not necessary.

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

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



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

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

The company completedDuring fiscal 2017, the required annual indefinite-lived intangible asset impairment tests in the fourth quarter of fiscal 2014, as of March 29, 2014, and concluded that two trade names, Nemschoff and POSH, were impaired. The company recognized pre-tax asset impairment expenses totaling $21.4$7.1 million associated with the Nemschoff and POSH trade name, intangiblesafter which there is no remaining carrying value for fiscal 2014. Thesethis trade name. This impairment expenses wereexpense was incurred due to the fact that the forecasted revenue and profitability for eachof the business did not support the recorded fair value for the trade names.name. There was no impairment indicated on indefinite-lived intangible assets in fiscal 2016 as a result of our impairment testing. In fiscal 2015, the company recognized pre-tax asset impairment expenses totaling $10.8 million associated with the POSH trade name. Although profitability associated with the POSH trade name increased as compared to fiscal 2014, forecasts developed during the fourth quarter of fiscal 2015 indicated that forecasts of revenue and profitability no longer supported the value of the trade name intangible asset.


- 31-



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

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

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

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

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

Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

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

The company has net operating loss (NOL) carryforwards available in certain jurisdictions to reduce future taxable income. The company also has foreign tax credits available in certain jurisdictions to reduce future tax due. Future tax benefits for NOL carryforwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. This determination is based on the expectation


that related operations will be sufficiently profitable or various tax planning strategies available to us will enable us to utilize the NOL carryforwards and/or foreign tax credits. When information becomes available that raises doubts about the realization of a deferred income tax asset, a valuation allowance is established.

Self-Insurance Reserves
With the assistance of independent actuaries, reserves are established for workers' compensation and general liability exposures. The reserves are established based on expected future claims for incurred losses. The company also establishes reserves for health, prescription drugs and dental benefit exposures based on historical claims information along with certain assumptions about future trends. The methods and assumptions used to determine the liabilities are applied consistently, although, actual claims experience can vary. The company also maintains insurance coverage for certain risk exposures through traditional, premium-based insurance policies. The company's health benefits retention level does not include an aggregate stop loss policy. The company's retention levels designated within significant insurance arrangements as of May 31, 2014,June 3, 2017, are as follows.
(In millions) Retention Level (per occurrence)
General liability and auto liability/physical damage $1.00
Workers' compensation and property $0.75


- 32-



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

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

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

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

While thisthe above assumption represents the long-term market return expectation, actual asset returns can and do differ from year-to-year. Such differences give rise to actuarial gains and losses. In years where actual market returns are lower than the assumed rate, an actuarial loss is generated. Conversely, an actuarial gain results when actual market returns exceed the assumed rate in a given year. As of May 31, 2014June 3, 2017, and June 1, 2013May 28, 2016, the net actuarial loss associated with the employee pension and post-retirement benefit plans totaled approximately $35.0$50.6 million and $169.7$39.4 million, respectively. The unrecognized loss decreased from 2013 to 2014 due primarily to settlement losses that were recognized related to the payment of lump sum benefits from the primary domestic pension plan.

Changes in the discount rate and return on assets can have a significant effect on the expense and obligations related to our pension plans. The company cannot accuratelyreasonably predict these changes in discount rates or investment returns and, therefore, cannot reasonably estimate whetherif adjustments toimpacting the expense or obligation from changes in subsequent yearsthese estimates will be significant. Both the May 31, 2014June 3, 2017 pension funded status and 20152018 expense are affected by year-end 2014year end 2017 discount rate and expected return on assets assumptions. Any change to these assumptions will be specific to the time periods noted and may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown. 

The effect of the indicateda 1 percent increase/(decrease) in discount rates and expected return on assets on the projected fiscal 2018 expense and the pension obligation as at June 3, 2017 is shown below:
(In millions)   
Assumption1 Percent Change20152018 Expense May 31, 2014June 3, 2017 Obligation
 U.S. International U.S. International
Discount rate+/- 1.0
 $ 0.1(1.5) / (0.1)1.9 $ (1.3)(0.3) / 1.40.4 $ (0.5)(21.2) / 0.6$ (17.8) / 22.528.8
Expected return on assets+/- 1.0
 $ (1.0)(0.8) / 1.00.8 
 

For purposes of determining annual net pension expense, the company uses a calculated method for determining the market-related value of plan assets. Under this method, the company recognizes the change in fair value of plan assets systematically over a five-year period. Accordingly,


a portion of the net actuarial loss is deferred. As of May 31, 2014June 3, 2017, the deferred net actuarial loss (i.e., the portion of the total net actuarial loss not subject to amortization) was zero.$0.9 million.

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


- 33-



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

Expected Volatility — This represents a measure, expressed as a percentage, of the expected fluctuation in the market price of the company's common stock. As a point of reference, a high volatility percentage would assume a wider expected range of market returns for a particular security. All other assumptions held constant, this would yield a higher stock option valuation than a calculation using a lower measure of volatility. In measuring the fair value of the majority of stock options issued during fiscal 2014,2017, we utilized an expected volatility of 4626 percent. Certain options related to the Herman Miller Consumer Holdings (HMCH) Stock Option Plan are classified as a liability within the Consolidated Balance Sheets. As of June 3, 2017, an expected volatility of 35 percent was used in the year end liability valuation.

Expected Term of Options — This assumption represents the expected length of time between the grant date of a stock option and the date at which it is exercised (option life). The company assumed an average expected term of 5.54.0 years in calculating the fair values of the majority of stock options issued during fiscal 2014.2017, except for the HMCH Stock Option Plan, where we utilized an average expected term of 2.1 years.

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

Contingencies
In the ordinary course of business, the company encounters matters that raise the potential for contingent liabilities. In evaluating these matters for accounting treatment and disclosure, the company is required to apply judgment in order to determine the probability that a liability has been incurred. The company is also required to measure, if possible, the dollar value of such liabilities in determining whether or not recognition in our financial statements is required. This process involves the use of estimates which may differ from actual outcomes. Refer to Note 1312 of the Consolidated Financial Statements for more information relating to contingencies.

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

Forward Looking Statements
CertainThis information contains forward-looking statements in this filing are not historical facts but are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the office furniture industry, the economy, and the company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation, the success of our growth strategy, employment and general economic conditions, the pace of economic recovery in the U.S.U.S and international markets, the pace and level of government procurement, the impact of the Affordable Care Act on healthcarein our International markets, the increase in white-collar employment, the willingness of customers to undertake capital expenditures, the types of products purchased by customers, competitive-pricing pressures, the availability and pricing of raw materials, our reliance on a limited number of suppliers, our ability to expand globally given the risks associated with regulatory and legal compliance challenges and accompanying currency fluctuations, the ability to increase prices to absorb the additional costs of raw materials, the financial strength of our dealers and customers, the mixfinancial strength of our products purchased by customers, our ability to locate new DWR studios, negotiate favorable lease terms for new and existing locations and the implementation of our studio portfolio transformation, our ability to attract and retain key executives and other qualified employees, our ability to continue to make product innovations, the success of newly introducednewly-introduced products, our ability to serve all of our markets, possible acquisitions, divestitures or alliances, the pace and level of government procurement, the outcome of pending litigation or governmental audits or investigations, political risk in the markets


we serve, and other risks identified in this Form 10-K and our other filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller, Inc. undertakes no obligation to update, amend or clarify forward-looking statements.


- 34-



Item 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Direct Material Costs
The company is exposed to risks arising from price changes for certain direct materials and assembly components used in its operations. The largest of such costs incurred by the company are for steel, plastics, textiles, wood particleboard, and aluminum components. The impact from changes in all commodity prices decreasedincreased the company's costs by approximately $1.2$9 million during fiscal 20142017 compared to the prior year. The net impact of changes in pricing increased net sales by $10.5 million.
The impact from changes in commodity prices decreased the company's costs by approximately $4.5$20 million during fiscal 2013. The net impact of changes in pricing in fiscal 2013 increased net sales by approximately $5.0 million. This increase in net sales had the effect of decreasing the company's costs2016 as a percent of net sales compared to fiscal 2012. The net impact of changes in pricing in fiscal 2012 increased net sales by $35.0 million, which had the effect of decreasing the company's costs as a percent of net sales compared to fiscal 2011.2015.

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

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

In the normal course of business, the company enters into contracts denominated in foreign currencies. The principal foreign currencies in which the company conducts its business are the British pound sterling, euro, Canadian dollar, Japanese yen, Mexican peso, Hong Kong dollar and Chinese renminbi. As of June 3, 2017, the company had outstanding, thirteen forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies. One forward contract was placed to offset a 35.0 million Hong Kong dollar-denominated net asset exposure. Two forward contracts were placed to offset an 11.6 million euro-denominated net asset exposure. Three forward contracts were placed to offset a 12.0 million U.S. dollar-denominated net liability exposure. One forward contract was placed to offset an 8.5 million South African rand-denominated net asset exposure. Five forward contracts were placed to offset a 13.3 million U.S.dollar-denominated net liability exposure. One forward contract was placed to offset a 5.8 million euro-denominated net liability exposure.

As of May 31, 2014,28, 2016, the company had outstanding, sixteen forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies. One forward contract was placed to offset a 10.552.9 million Hong Kong dollar-denominated net asset exposure. Two forward contracts were placed to offset a 7.79.3 million euro-denominated net asset exposure. TwoFive forward contracts were placed to offset a 5.413.6 million U.S. dollar-denominated net asset exposure. One forward contract was placed to offset a 10.06.6 million South African rand-denominated net asset exposure. One forward contract was placed to offset a 1.10.7 million Canadian dollar-denominated net asset exposure. And one forward contract was placed to offset a 0.4 million Australian dollar-denominated net asset exposure. One forward contract was placed to offset a 0.5 million British pound sterling-denominated net liability exposure. One forward contract was placed to offset a 0.71.0 million euro-denominated net liability exposure. And sixFive forward contracts were placed to offset a 18.513.1 million U.S.dollar-denominated net liability exposure.

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

A net loss of $1.2$0.7 million,, $1.3 $0.7 million and $1.3$2.1 million related to the cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency was included in net earnings for the fiscal years ended June 3, 2017, May 31, 2014, June 1, 201328, 2016 and June 2, 2012,May 30, 2015, respectively. These amounts are included in “Other Expenses (Income)” in the Consolidated Statements of Comprehensive Income. Additionally, the cumulative effect of translating the balance sheet and income statement accounts from the functional currency into the United States dollar decreased the accumulated comprehensive loss component of total stockholders' equity by $2.9 million as of fiscal 2014 and increased the accumulated comprehensive loss component of total stockholders' equity by $1.0$7.2 million, $8.8 million and $9.7 million as of the end of fiscal 2013. Conversely, the effect decreased the accumulated comprehensive loss component of total stockholders equity by $6.1 million as of the end of fiscal 2012.2017, 2016 and 2015, respectively.


- 35-



Interest Rate Risk
During the fiscal year ended June 3, 2017, the company entered into an interest rate swap agreement with an aggregate notional amount of $150.0 million, a forward start date of January 3, 2018 and a termination date of January 3, 2028. As a result of the transaction, the company effectively will convert $150.0 million of its outstanding indebtedness from a LIBOR-based floating interest rate plus applicable margin to a 1.949 percent fixed interest rate plus applicable margin under the agreement as of the forward start date. On January 3, 2018, the company


will borrow on its variable rate revolving credit facility in order to pay off $150.0 million of Series B Senior Notes. These variable rate borrowings will be converted from variable to fixed through the use of the interest rate swap.

The company maintains fixed-rate debtenters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The company's interest rate swap agreement was entered into to exchange variable rate interest payments for which changes infixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rates generally affectrate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest expense.
These interest rate swap derivative instruments are held and used by the company as a tool for managing interest rate risk. They are not used for trading or speculative purposes. The counterparties to the swap instruments are large financial institutions that the company believes are of high-quality creditworthiness. While the company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, such losses are not anticipated.
The combined fair market value but not earnings orand net asset amount of the effective interest rate swap instruments was $2.1 million at June 3, 2017. The swap instrument has a forward start date of January 3, 2018 hence had no impact on total interest expense in fiscal 2017. All cash flows. flows related to the company's interest rate swap instruments are denominated in U.S. dollars. For further information, refer to Notes 5 and 11 of the Consolidated Financial Statements.
Expected cash outflows (notional amounts) over the next five years and thereafter related to debt instruments are as follows.
(In millions)2015 2016 2017 2018 2019 Thereafter Total
Long-Term Debt:             
Fixed rate$50.0
 $
 $
 $150.0
 $
 $50.0
 $250.0
Wtd. average interest rate = 6.2%             
(In millions)2018 2019 2020 2021 2022 Thereafter 
Total(1)
Long-Term Debt - Fixed rate:             
Interest rate = 6.42%(2)

$
 $
 $
 $
 $
 $149.9
 $149.9
Interest rate = 6.00%

$
 $
 $
 $50.0
 $
 $
 $50.0

(1) Amount does not include the recorded fair value of the swap instrument, which totaled $2.1 million at the end of fiscal 2017.
- 36-(2) The company will have debt outstanding related to its Series B Senior Notes at a fixed interest rate of 6.42 percent until January 3, 2018. At that point in time, the company will borrow on its variable rate revolving credit facility in order to pay off notes. The company's revolving credit facility has a variable interest rate, but due to the interest rate swap, the rate will be fixed at 1.949% as demonstrated in the table above.




Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Herman Miller, Inc.
Consolidated Statements of Comprehensive Income
Fiscal Years EndedFiscal Years Ended
(In millions, except per share data)May 31, 2014 June 1, 2013 June 2, 2012June 3, 2017 May 28, 2016 May 30, 2015
Net sales$1,882.0
 $1,774.9
 $1,724.1
$2,278.2
 $2,264.9
 $2,142.2
Cost of sales1,251.0
 1,169.7
 1,133.5
1,414.0
 1,390.7
 1,350.8
Gross margin631.0
 605.2
 590.6
864.2
 874.2
 791.4
Operating expenses:          
Selling, general, and administrative564.3
 429.2
 394.9
Selling, general and administrative587.8
 585.6
 543.9
Restructuring and impairment expenses26.5
 1.2
 5.4
12.5
 
 12.7
Design and research65.9
 59.9
 52.7
73.1
 77.1
 71.4
Total operating expenses656.7
 490.3
 453.0
673.4
 662.7
 628.0
Operating earnings (loss)(25.7) 114.9
 137.6
Operating earnings190.8
 211.5
 163.4
Other expenses (income):          
Interest expense17.6
 17.2
 17.5
15.2
 15.4
 17.5
Interest and other investment income(0.4) (0.4) (1.0)(2.2) (0.8) (0.6)
Other, net0.5
 0.9
 1.6
0.2
 0.3
 1.3
Net other expenses17.7
 17.7
 18.1
13.2
 14.9
 18.2
Earnings (loss) before income taxes(43.4) 97.2
 119.5
Income tax expense (benefit)(21.2) 28.9
 44.3
Equity earnings (loss) from nonconsolidated affiliates, net of tax0.1
 (0.1) 
Net earnings (loss)$(22.1) $68.2
 $75.2
Earnings before income taxes177.6
 196.6
 145.2
Income tax expense55.1
 59.5
 47.2
Equity earnings from nonconsolidated affiliates, net of tax1.6
 0.4
 0.1
Net earnings124.1
 137.5
 98.1
Net earnings attributable to noncontrolling interests0.2
 0.8
 0.6
Net earnings attributable to Herman Miller, Inc.$123.9
 $136.7
 $97.5
          
Earnings (loss) per share — basic$(0.37) $1.17
 $1.29
Earnings (loss) per share — diluted$(0.37) $1.16
 $1.29
Earnings per share — basic$2.07
 $2.28
 $1.64
Earnings per share — diluted$2.05
 $2.26
 $1.62
          
Other comprehensive income (loss):     
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustments$2.9
 $(1.0) $(7.1)$(7.2) $(8.8) $(9.7)
Pension and post-retirement liability adjustments (net of tax of $(50.9), $(8.8), and $12.2)83.5
 17.3
 (29.3)
Total other comprehensive income (loss)86.4
 16.3
 (36.4)
Pension and post-retirement liability adjustments(12.7) 0.5
 (8.6)
Unrealized gains on interest rate swap agreement2.1
 
 
Unrealized holding gain on available for sale securities0.1
 
 
Total other comprehensive loss(17.7) (8.3) (18.3)
Comprehensive income$64.3
 $84.5
 $38.8
106.4
 129.2
 79.8
Comprehensive income attributable to noncontrolling interests0.2
 0.8
 0.6
Comprehensive income attributable to Herman Miller, Inc.$106.2
 $128.4
 $79.2


- 37-



Herman Miller, Inc.

Consolidated Balance Sheets
(In millions, except share and per share data)May 31, 2014 June 1, 2013June 3, 2017 May 28, 2016
Assets      
Current Assets:      
Cash and cash equivalents$101.5
 $82.7
$96.2
 $84.9
Marketable securities11.1
 10.8
8.6
 7.5
Accounts receivable, less allowances of $4.0 in 2014 and $4.4 in 2013204.3
 178.4
Accounts and notes receivable, less allowances of $3.3 in 2017 and $4.3 in 2016186.6
 211.0
Inventories, net78.4
 76.2
152.4
 128.2
Deferred income taxes23.9
 22.1
Prepaid property and other taxes12.7
 8.1
Prepaid taxes17.7
 20.4
Other19.9
 21.0
30.4
 28.5
Total Current Assets451.8
 399.3
491.9
 480.5
      
Property and Equipment:      
Land and improvements21.5
 26.7
24.0
 24.1
Buildings and improvements161.1
 160.0
229.0
 205.7
Machinery and equipment576.7
 558.3
662.4
 645.3
Construction in progress29.9
 20.3
53.3
 53.9
Gross Property and Equipment789.2
 765.3
968.7
 929.0
Less: accumulated depreciation(594.0) (581.2)
Less: Accumulated depreciation(654.1) (648.9)
Net Property and Equipment195.2
 184.1
314.6
 280.1
Goodwill228.2
 227.0
304.5
 305.3
Indefinite-lived intangibles40.9
 62.3
78.1
 85.2
Other amortizable intangibles, net44.2
 48.0
45.4
 50.8
Other assets30.6
 25.8
71.8
 33.3
Total Assets$990.9
 $946.5
$1,306.3
 $1,235.2
      
Liabilities and Stockholders' Equity   
Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity   
Current Liabilities:      
Current maturities of long-term debt$50.0
 $
Accounts payable136.9
 130.1
$148.4
 $165.6
Accrued compensation and benefits65.0
 65.9
79.7
 85.2
Accrued warranty25.2
 24.8
47.7
 43.9
Unearned revenue33.2
 35.4
Other accrued liabilities79.0
 69.2
76.7
 59.9
Total Current Liabilities356.1
 290.0
385.7
 390.0
      
Long-term debt200.0
 250.0
199.9
 221.9
Pension and post-retirement benefits18.2
 39.6
38.5
 25.8
Other liabilities44.5
 47.4
69.9
 45.8
Total Liabilities618.8
 627.0
694.0
 683.5
      
Redeemable noncontrolling interests24.6
 27.0
Stockholders' Equity:      
Preferred stock, no par value (10,000,000 shares authorized, none issued)
 

 
Common stock, $0.20 par value (240,000,000 shares authorized, 59,314,822 and 58,682,958 shares issued and outstanding in 2014 and 2013, respectively)11.9
 11.7
Common stock, $0.20 par value (240,000,000 shares authorized, 59,715,824 and 59,868,276 shares issued and outstanding in 2017 and 2016, respectively)
11.9
 12.0
Additional paid-in capital122.4
 102.9
139.3
 142.7
Retained earnings277.4
 331.1
519.5
 435.3
Accumulated other comprehensive loss(37.9) (124.3)(82.2) (64.5)
Key executive deferred compensation(1.7) (1.9)(1.0) (1.1)
Herman Miller, Inc. Stockholders' Equity587.5
 524.4
Noncontrolling interests0.2
 0.3
Total Stockholders' Equity372.1
 319.5
587.7
 524.7
Total Liabilities and Stockholders' Equity$990.9
 $946.5
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity$1,306.3
 $1,235.2

- 38-



Herman Miller, Inc.

Consolidated Statements of Stockholders' Equity
(In millions, except share and per share data)Shares of Common StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossKey Executive Deferred CompensationTotal Stockholders' Equity
Balance, May 28, 201158,048,858
$11.6
$82.0
$218.2
$(104.2)$(2.6)$205.0
Net earnings


75.2


75.2
Other comprehensive loss



(36.4)
(36.4)
Total comprehensive income      38.8
Cash dividends declared ($0.088 per share)


(5.2)

(5.2)
Exercise of stock options215,524
0.1
4.2



4.3
Employee stock purchase plan109,435

2.1



2.1
Excess tax benefit for stock-based compensation

(0.1)


(0.1)
Repurchase and retirement of common stock(115,012)
(2.7)


(2.7)
Restricted stock units released99,007

2.9



2.9
Stock option compensation expense

2.8



2.8
Deferred compensation plan

(0.6)

0.7
0.1
Directors' fees18,119

0.3



0.3
Balance, June 2, 201258,375,931
$11.7
$90.9
$288.2
$(140.6)$(1.9)$248.3
Net earnings


68.2


68.2
Other comprehensive income



16.3

16.3
Total comprehensive income      84.5
Cash dividends declared ($0.43 per share)


(25.3)

(25.3)
Exercise of stock options297,255

5.2



5.2
Employee stock purchase plan84,075

1.9



1.9
Excess tax benefit for stock-based compensation

0.3



0.3
Repurchase and retirement of common stock(154,917)
(3.6)


(3.6)
Restricted stock units released64,868

3.2



3.2
Stock grants compensation expense

0.3



0.3
Stock option compensation expense

3.6



3.6
Deferred compensation plan






Performance stock units compensation expense

0.7



0.7
Directors' fees15,746

0.4



0.4
Balance, June 1, 201358,682,958
$11.7
$102.9
$331.1
$(124.3)$(1.9)$319.5
 Fiscal Years Ended
June 3, 2017 May 28, 2016 May 30, 2015
Preferred Stock     
Balance at beginning of year and end of year$
 $
 $
Common Stock     
Balance at beginning of year$12.0
 $11.9
 $11.9
Repurchase and retirement of common stock(0.1) 
 
Restricted stock units released
 0.1
 
Balance at end of year$11.9
 $12.0
 $11.9
Additional Paid-in Capital     
Balance at beginning of year$142.7
 $135.1
 $122.4
Exercise of stock options9.4
 6.6
 5.7
Repurchase and retirement of common stock(23.7) (14.1) (3.7)
Employee stock purchase plan issuances1.9
 1.7
 1.6
Stock-based compensation expense9.1
 11.9
 8.6
Excess tax benefit for stock-based compensation(0.6) 0.8
 0.4
Restricted stock units released0.3
 0.2
 0.2
Deferred compensation plan(0.1) (0.1) (0.5)
Directors' fees0.3
 0.6
 0.4
Balance at end of year$139.3
 $142.7
 $135.1
Retained Earnings     
Balance at beginning of year$435.3
 $330.2
 $269.6
Net income attributable to Herman Miller, Inc.123.9
 136.7
 97.5
Dividends declared on common stock (per share - 2017: $0.68; 2016: $0.59; 2015: $0.56)(40.9) (35.6) (33.6)
Noncontrolling interests redemption value adjustment1.2
 4.0
 (3.3)
Balance at end year$519.5
 $435.3
 $330.2
Accumulated Other Comprehensive Loss     
Balance at beginning of year$(64.5) $(56.2) $(37.9)
Other comprehensive loss(17.7) (8.3) (18.3)
Balance at end of year$(82.2) $(64.5) $(56.2)
Key Executive Deferred Compensation     
Balance at beginning of year$(1.1) $(1.2) $(1.7)
Deferred compensation plan0.1
 0.1
 0.5
Balance at end of year$(1.0) $(1.1) $(1.2)
Herman Miller, Inc. Stockholders' Equity$587.5
 $524.4
 $419.8
Noncontrolling Interests     
Balance at beginning of year$0.3
 $0.5
 $
Initial origination of noncontrolling interests
 
 6.0
Net income attributable to noncontrolling interests
 0.3
 0.1
Deconsolidation of entity with noncontrolling interests
 (0.5) 
Stock-based compensation expense(0.1) 
 0.2
Purchase of noncontrolling interests
 
 (5.8)
Balance at end of year$0.2
 $0.3
 $0.5
Total Stockholders' Equity$587.7
 $524.7
 $420.3


- 39-



Consolidated Statements of Stockholders' Equity
(In millions, except share and per share data)Shares of Common StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossKey Executive Deferred CompensationTotal Stockholders' Equity
Balance, June 1, 201358,682,958
$11.7
$102.9
$331.1
$(124.3)$(1.9)$319.5
Net loss


(22.1)

(22.1)
Other comprehensive income



86.4

86.4
Total comprehensive income      64.3
Cash dividends declared ($0.53 per share)


(31.6)

(31.6)
Exercise of stock options821,050
0.2
18.8



19.0
Employee stock purchase plan63,753

1.8



1.8
Excess tax benefit for stock-based compensation

0.5



0.5
Repurchase and retirement of common stock(408,391)
(12.7)


(12.7)
Restricted stock units released143,094

5.4



5.4
Stock grants compensation expense

0.2



0.2
Stock option compensation expense

2.3



2.3
Deferred compensation plan

(0.2)

0.2

Performance stock units compensation expense

3.0



3.0
Directors' fees12,358

0.4



0.4
Balance, May 31, 201459,314,822
$11.9
$122.4
$277.4
$(37.9)$(1.7)$372.1


- 40-Herman Miller, Inc.



Consolidated Statements of Cash Flows
Fiscal Years EndedFiscal Years Ended
(In millions)May 31, 2014 June 1, 2013 June 2, 2012June 3, 2017 May 28, 2016 May 30, 2015
Cash Flows from Operating Activities:          
Net earnings (loss)$(22.1) $68.2
 $75.2
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities112.2
 68.3
 14.9
Net earnings$124.1
 $137.5
 $98.1
Adjustments to reconcile net earnings to net cash provided by operating activities:     
Depreciation expense52.9
 47.0
 44.2
Amortization expense6.0
 6.0
 5.6
Provision for losses on accounts receivable and notes receivable
 2.2
 1.8
Earnings from nonconsolidated affiliates net of dividends received(1.5) 
 0.3
Gain on sales of property and dealers
 (5.8) 
Deferred taxes14.8
 10.4
 (8.8)
Pension and post-retirement expenses0.5
 1.4
 0.8
Restructuring and impairment expenses12.5
 
 12.7
Stock-based compensation8.7
 11.9
 10.0
Excess tax benefits from stock-based compensation(0.5) (1.4) (0.7)
Increase (decrease) in long-term liabilities6.2
 6.7
 (1.2)
Changes in current assets and liabilities:     
Decrease (Increase) in accounts receivable

17.3
 (30.5) 7.8
Increase in inventories
(29.9) (6.0) (9.0)
Increase in prepaid expenses and other
(0.5) (11.7) (2.5)
(Decrease) increase in accounts payable

(11.2) 8.7
 1.1
Increase in accrued liabilities
0.8
 33.5
 6.1
Other1.9
 0.5
 1.4
Net Cash Provided by Operating Activities90.1
 136.5
 90.1
202.1
 210.4
 167.7
          
Cash Flows from Investing Activities:          
Net receipts from notes receivable2.4
 0.2
 0.9
Marketable securities purchases(5.2) (3.7) (7.1)(2.0) (7.8) 
Marketable securities sales4.9
 2.5
 8.5
0.9
 6.1
 5.3
Capital expenditures(40.8) (50.2) (28.5)(87.3) (85.1) (63.6)
Proceeds from sales of property and dealers1.3
 1.2
 17.4

 10.7
 0.6
Payments of loans on cash surrender value of life insurance(15.3) 
 
Acquisitions, net of cash received(6.7) (157.5) (47.1)
 (3.6) (154.0)
Equity investment in non-controlled entities(13.1) 
 
Other, net(1.7) (2.0) (1.6)(1.9) (1.3) (2.8)
Net Cash Used for Investing Activities(48.2) (209.7) (58.4)(116.3) (80.8) (213.6)
          
Cash Flows from Financing Activities:          
Notes payable payments
 (2.4) 
Proceeds from notes payable
 2.4
 
Repayments of long-term debt
 
 (50.0)
Proceeds from credit facility794.4
 800.8
 796.7
Repayments of credit facility(816.4) (868.8) (706.7)
Dividends paid(30.3) (19.1) (5.2)(39.4) (34.9) (33.3)
Common stock issued20.8
 7.2
 6.4
11.7
 9.2
 7.8
Common stock repurchased and retired(12.7) (3.6) (2.7)(23.7) (14.1) (3.7)
Excess tax benefits from stock-based compensation1.1
 0.3
 (0.1)0.5
 1.4
 0.7
Payment of contingent consideration obligation(1.3) (0.8) 
(2.0) 
 
Net Cash Used for Financing Activities(22.4) (16.0) (1.6)
Purchase of noncontrolling interests(1.5) 
 (5.8)
Other, net1.8
 (0.1) 1.1
Net Cash Provided by (Used for) Financing Activities(74.6) (106.5) 6.8
Effect of exchange rate changes on cash and cash equivalents(0.7) (0.3) (0.1)0.1
 (1.9) 1.3
Net Increase (Decrease) in Cash and Cash Equivalents18.8
 (89.5) 30.0
11.3
 21.2
 (37.8)
Cash and cash equivalents, beginning of year82.7
 172.2
 142.2
Cash and cash equivalents, Beginning of Year84.9
 63.7
 101.5
Cash and Cash Equivalents, End of Year101.5
 82.7
 172.2
$96.2
 $84.9
 $63.7
          
Other Cash Flow Information          
Interest paid15.6
 14.9
 16.4
$13.4
 $13.4
 $16.9
Income taxes paid, net of cash received$34.5
 $37.7
 $19.7
$35.6
 $57.6
 $48.5



- 41-



Notes to the Consolidated Financial Statements
Table of Contents
Table of ContentsPage No.
 
 
 
Note 3 - Inventories
 
 
 
 
 
 
 
Note 10 - Income Taxes
 
 
 
 
 
 
 
 



1. Significant Accounting and Reporting Policies


The following is a summary of significant accounting and reporting policies not reflected elsewhere in the accompanying financial statements.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Herman Miller, Inc. and its majority-owned domestic and foreign subsidiaries. The consolidated entities are collectively referred to as “the company.” All intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements. Nonconsolidated affiliates (20-50 percent owned companies) are accounted for using the equity method.

Description of Business
The company researches, designs, manufactures, sells, and distributes interior furnishings, for use in various environments including office, healthcare, educational, and residential settings, and provides related services that support companies all over the world. The company's products are sold primarily through independent contract office furniture dealers as well as the following channels: owned contract office furniture dealers, direct customer sales, independent retailers, owned retail studios, direct-mail catalogs and the company's online store. Accordingly, accounts and notes receivable in the accompanying balance sheets are principally amounts due from the dealers.e-commerce platforms.

Fiscal Year
The company's fiscal year ends on the Saturday closest to May 31. The fiscal yearsyear ended May 31, 2014 and June 1, 2013 each contain 523, 2017 contained 53 weeks,, while the fiscal yearyears ended June 2, 2012 contains 53 weeks. An extra week in the company's fiscal year is required approximately every six years in order to realign its fiscal calendar-end dates with the actual calendar months.May 28, 2016, and May 30, 2015 each contained 52 weeks.

Foreign Currency Translation
The functional currency for most of the foreign subsidiaries is their local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the United States dollar using fiscal year-end exchange rates and translating revenue and expense accounts using average exchange rates for the period is reflected as a component of “AccumulatedAccumulated other comprehensive loss”loss in the Consolidated Balance Sheets.

The financial statement impact of gains and losses resulting from remeasuring all foreign currency transactions into the appropriate functional currency resulted in a net loss of$1.2 $0.7 million,, $1.3 $0.7 million and $1.3$2.1 million for the fiscal years ended June 3, 2017, May 31, 2014, June 1, 201328, 2016, and June 2, 2012,May 30, 2015, respectively. These amounts are included in “Other, expenses (income)”net” in the Consolidated Statements of Comprehensive Income.


- 42-



Cash Equivalents
The company holds cash equivalents as part of its cash management function. Cash equivalents include money market funds and time deposit investments and treasury bills with original maturities of less than three months. The carrying value of cash equivalents, which approximates fair value, totaled $5.633.6 million and $5.97.5 million as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016, respectively. All cash and cash equivalents are high-credit quality financial instruments, and the amount of credit exposure to any one financial institution or instrument is limited.

Marketable Securities
The company maintains a portfolio of marketable securities primarily comprised of investment-grade, fixed-income securities.mutual funds. These investments are held by the company's wholly owned insurance captive and are considered “available-for-sale” securities. Accordingly, they have been recorded at fair value based on quoted market prices, with the resulting net unrealized holding gains or losses reflected net of tax as a component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.

All marketable security transactions are recognized on the trade date. Realized gains and losses on disposal of available-for-sale investments are included in “Interest and other investment income” in the Consolidated Statements of Comprehensive Income. See Note 11 of the Consolidated Financial Statements for additional disclosures of marketable securities.

Accounts Receivable Allowances
Reserves for uncollectible accounts receivable balances are based on known customer exposures, historical credit experience and the specific identification of other potentially uncollectible accounts. Balances are written off against the reserve once the company determines the probability of collection to be remote. The company generally does not require collateral or other security on trade accounts receivable.

Concentrations of Credit Risk
Our trade receivables are primarily due from independent dealers who, in turn, carry receivables from their customers. We monitor and manage the credit risk associated with individual dealers and direct customers where applicable. Dealers are responsible for assessing and assuming credit risk of their customers and may require their customers to provide deposits, letters of credit or other credit enhancement measures. Some


sales contracts are structured such that the customer payment or obligation is direct to us. In those cases, we may assume the credit risk. Whether from dealers or customers, our trade credit exposures are not concentrated with any particular entity.
 
Inventories
Inventories are valued at the lower of cost or market and include material, labor and overhead. Inventory cost is determined using the last-in, first-out (LIFO) method at the manufacturing sitesfacilities in Michigan, whereas inventories of the company's other subsidiarieslocations are valued using the first-in, first-out (FIFO) method. The company establishes reserves for excess and obsolete inventory based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or market may be adjusted in response to changing conditions. Further information on the company's recorded inventory balances can be found in Note 3 of the Consolidated Financial Statements.

Goodwill and Indefinite-lived Intangible Assets
Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. A reporting unit is defined as an operating segment or one level below an operating segment. When testing goodwill for impairment, the company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.

To estimate the fair value of each reporting unit, the company utilizes a weighting of the income method and the market method. The income method is based on a discounted future cash flow approach that uses a number of estimates, including revenue based on assumed growth rates, estimated costs and discount rates based on the reporting unit's weighted average cost of capital. Growth rates for each reporting unit are determined based on internal estimates, historical data and external sources. The growth estimates are also used in planning for our long-term and short-term business planning and forecasting. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against comparable market data. The market method is based on financial multiples of companies comparable to each reporting unit and applies a control premium. The carrying value of each reporting unit represents the assignment of various assets and liabilities, excluding corporate assets and liabilities, such as cash, investments and debt.

Intangible assets with indefinite useful lives are not subject to amortization and are evaluated annually for impairment, or more frequently, when events or changes in circumstances indicate that the fair value of an intangible asset may not be recoverable. The company utilizes the relief from royalty methodology to test for impairment. The primary assumptions for the relief from royalty method include revenue forecasts, earnings forecasts, royalty rates and discount rates. The company measures and records an impairment loss for the excess of the carrying value of the asset over its fair value. The company's indefinite-lived intangible assets consist of certain trade names valued at approximately $78.1 million and $85.2 million as of the end of fiscal 2017 and fiscal 2016, respectively. These assets have indefinite useful lives.

The company recognized asset impairment expense totaling $7.1 million associated with the Nemschoff trade name for the fiscal year 2017, which was recorded within the North American Furniture Solutions operating segment. As of the end of fiscal 2017, the carrying value of the Nemschoff trade name was zero. The company recognized asset impairment expense totaling $10.8 million associated with the POSH trade name for the fiscal year 2015, which was recorded within the Corporate category within segment reporting. The POSH trade name asset is included within the ELA Furniture Solutions segment and as of the end of fiscal 2015, the carrying value was zero. These impairment expenses are recorded in the Restructuring and impairment expenses line item within the Consolidated Statements of Comprehensive Income. The trade name assets represent level 3 fair value measurements and these assets are recorded at fair value only when an impairment charge is recognized.

Goodwill and other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:
(In millions) Goodwill Indefinite-lived Intangible Assets Total Goodwill and Indefinite-lived Intangible Assets
Balance, May 30, 2015 $303.1
 $85.2
 $388.3
Foreign currency translation adjustments (0.4) 
 (0.4)
Acquisition of George Nelson Bubble Lamp product line 3.2
 
 3.2
Sale of owned dealer (0.6) 
 (0.6)
Balance, May 28, 2016 $305.3
 $85.2
 $390.5
Foreign currency translation adjustments (0.7) 
 (0.7)
Sale of owned dealer (0.1) 
 (0.1)
Impairment charges 
 (7.1) (7.1)
Balance, June 03, 2017 $304.5
 $78.1
 $382.6



Goodwill stemming from the acquisition of the George Nelson Bubble Lamp Product Line in fiscal 2016 is included within the Consumer reportable segment.

Property, Equipment and Depreciation
Property and equipment are stated at cost. The cost is depreciated over the estimated useful lives of the assets using the straight-line method. Estimated useful lives range from 3 to 10 years for machinery and equipment and do not exceed 40 years for buildings. Leasehold improvements are depreciated over the lesser of the lease term or the useful life of the asset, not to exceed 10 years.asset. We capitalize certain external and internal costs incurred in connection with the development, testing, and installation of software for internal use. Software for internal use is included in property and equipment and is depreciated over an estimated useful life not exceeding 5 years. Depreciation and amortization expense is included in the Consolidated Statements of Comprehensive Income in the "CostCost of sales", "Selling,sales, Selling, general and administrative"administrative, and "DesignDesign and research"research line items.

As of the end of fiscal 2014,2017, outstanding commitments for future capital purchases approximated $12.7$16.3 million.

Goodwill and Indefinite-lived Intangible Assets
The company performs an annual goodwill impairment test, by reporting unit, to determine whether the asset values are impaired. A reporting unit is defined as an operating segment or one level below an operating segment.

The company also evaluates its acquired intangible assets at acquisition to determine whether any have “indefinite useful lives.” Intangible assets with indefinite useful lives, are not subject to amortization. The company's indefinite-lived intangible assets consist of certain trade names valued at approximately $40.9 million and $62.3 million as of fiscal year 2014 and 2013, respectively. These assets have indefinite useful lives and are evaluated annually for impairment using the relief from royalty method. Inputs for the relief from royalty method include revenue forecasts,

- 43-



royalty rate and discount rate. The company measures and records an impairment loss for the excess of the carrying value of the asset over its fair value.

The company recognized asset impairment expenses totaling $21.4 million associated with the Nemschoff and POSH trade name intangibles for the fiscal year 2014. The Nemschoff and Posh trade name assets are included in the North American Furniture Solutions reportable segment and ELA Furniture Solutions segment, respectively. During the fiscal year 2012, the company also recorded impairment expenses of $3.8 million for the indefinite-lived intangible assets related to two healthcare trade names. These impairment expenses are recorded in the restructuring and impairment expense line in the Consolidated Statements of Comprehensive Income and are included in the "Corporate" category within the segment reporting and represent level 3 fair value measurements.

Goodwill and other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:
(In millions) Goodwill Indefinite-lived Intangible Assets Total Goodwill and Indefinite-lived Intangible Assets
Balance, June 2, 2012 $146.4
 $39.3
 $185.7
Sale of owned dealers (0.1) 
 (0.1)
Maharam acquisition 80.7
 23.0
 103.7
Balance, June 1, 2013 227.0
 62.3
 289.3
Foreign currency translation adjustments 0.6
 
 0.6
Sale of owned dealers (0.4) 
 (0.4)
China manufacturing and distribution acquisition 1.0
 
 1.0
Impairment charges 
 (21.4) (21.4)
Balance, May 31, 2014 $228.2
 $40.9
 $269.1

Goodwill stemming from the acquisition of Maharam in fiscal 2013 was allocated to the North-American Furniture Solutions and Specialty and Consumer reportable segments. The indefinite-lived intangible assets that were acquired from the Maharam business combination are all included within the Specialty and Consumer reportable segment.

Other Long-Lived Assets
The company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may not be recoverable. Each impairment test is based on a comparison of the carrying amount of the asset or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group, or in some cases, by prices for similar assets. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.

Impairment expenseDuring the third quarter of $4.0 million was recording during fiscal 2014 related2015, the company entered into an agreement to sell property in Ningbo, China. This was due to the acquisition of manufacturing-related assets, including a production facility and related equipment, in Dongguan, China and as a result,upon which the company decided nothad previously intended to pursue the construction ofconstruct a new manufacturing and distribution facility onfacility. In the previously acquiredfiscal year preceding this agreement, the property in Ningbo.had been written down to its fair value. Subsequent to the end of fiscal 2015, the company completed the sale of the Ningbo property for cash consideration of approximately $4.2 million. The company evaluatedcash consideration received approximated the faircarrying value of this property and recorded an asset impairment, equal to the excess of carrying value over fair value. During fiscal 2012, the company recorded an impairment expense of $1.4 million related to fixed assets in connection with the 2012 restructuring plan. Both of these impairment charges were recorded in "Restructuring and impairment expenses" and were classified in the "Corporate" category for segment reporting purposes and represent level 3 fair value measurements.property.

Amortizable intangible assets within "OtherOther amortizable intangibles, net"net in the Consolidated Balance Sheets consistsconsist primarily of patents, trademarks and customer relationships. The "customer relationships"customer relationships intangible asset is comprised of relationships with customers, and specifiers, and networks, and relationships with dealers and distributors. Refer to the following table for the combined gross carrying value and accumulated amortization for these amortizable intangibles.

- 44-



May 31, 2014June 3, 2017
(In millions)Patent and Trademarks Customer Relationships Other TotalPatent and Trademarks Customer Relationships Other Total
Gross carrying value$19.2
 $43.6
 $4.8
 $67.6
$20.5
 $55.3
 $7.5
 $83.3
Accumulated amortization12.7
 8.3
 2.4
 23.4
13.3
 19.7
 4.9
 37.9
Net$6.5
 $35.3
 $2.4
 $44.2
$7.2
 $35.6
 $2.6
 $45.4
              
June 1, 2013May 28, 2016
Patent and Trademarks Customer Relationships Other TotalPatent and Trademarks Customer Relationships Other Total
Gross carrying value$21.6
 $40.1
 $5.0
 $66.7
$19.8
 $55.7
 $7.5
 $83.0
Accumulated amortization12.3
 4.8
 1.6
 18.7
12.3
 15.9
 4.0
 32.2
Net$9.3
 $35.3
 $3.4
 $48.0
$7.5
 $39.8
 $3.5
 $50.8

The company amortizes these assets over their remaining useful lives using the straight-line method over periods ranging from 5 years to 20 years. years, or on an accelerated basis, to reflect the expected realization of the economic benefits. It is estimated that the averageweighted-average remaining useful life of such patents and trademarks is approximately 56 years and 6 years, respectively. The estimated averagethe weighted-average remaining useful life of the customer relationships is 139 years.

Estimated amortization expense on existing amortizable intangible assets as of May 31, 2014June 3, 2017, for each of the succeeding five fiscal years, is as follows:
(In millions)  
2015$4.4
2016$4.4
2017$4.4
2018$4.4
$6.3
2019$3.8
$5.8
2020$5.7
2021$5.7
2022$5.6



Self-Insurance
The company is partially self-insured for general liability, workers' compensation and certain employee health and dental benefits under insurance arrangements that provide for third-party coverage of claims exceeding the company's loss retention levels. The company's health benefitsbenefit retention level doeslevels do not include an aggregate stop loss policy. The company's retention levels designated within significant insurance arrangements as of May 31, 2014June 3, 2017, are as follows:
(In millions) Retention Level (per occurrence)
General liability and auto liability/physical damage $1.00
Workers' compensation and property $0.75

The company's policy is to accrue amounts equal to thecompany accrues for its self-insurance arrangements based on actuarially-determined liabilities, for loss and loss adjustment expenses, which are includedrecorded in “Other liabilities” in the Consolidated Balance Sheets. The value of the liability as of June 3, 2017 and May 28, 2016 was $10.5 million and $10.6 million, respectively. The actuarial valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical costs and changes in actual experience could cause these estimates to change. The general and workers' compensation liabilities are managed through the company's wholly-owned insurance captive.

Redeemable Noncontrolling Interests
Certain minority shareholders in the company's subsidiary Herman Miller Consumer Holdings, Inc. have the right, at specified times over a period of five years, to require the company to acquire portions of their ownership interest in those entities at fair value. Their interests in these subsidiaries are classified outside permanent equity in the Consolidated Balance Sheets and are carried at the current estimated redemption amounts.

The redemption amounts have been estimated based on the fair value of the subsidiary, which was determined based on a weighting of the discounted cash flow and market methods. The discounted cash flow analysis used the present value of projected cash flows and a residual value. To determine the discount rate for the discounted cash flow method, a market-based approach was used to select the discount rates used. Market multiples for comparable companies were used for the market method of valuation. The fair value of the subsidiary is sensitive to changes in projected revenues and costs, the discount rate and the forward multiples of the comparable companies.

Changes in the estimated redemption amounts of the noncontrolling interests, subject to put options, are reflected at each reporting period with a corresponding adjustment to Retained earnings. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. See Note 15 - Redeemable Noncontrolling Interests for additional information.

Research, Development and Other Related Costs
Research, development, pre-production and start-up costs are expensed as incurred. Research and development (R&D)("R&D") costs consist of expenditures incurred during the course of planned research and investigation aimed at discovery of new knowledge useful in developing new products or processes. R&D costs also include the significant enhancement of existing products or production processes and the implementation of such through design, testing of product alternatives or construction of prototypes. Research and developmentR&D costs included in “Design and research” expense in the accompanying Consolidated Statements of Comprehensive Income are $53.958.6 million, $48.362.4 million, and $41.056.7 million, in fiscal 2014, 2013,2017, 2016, and 2012,2015, respectively.


- 45-



Royalty payments made to designers of the company's products as the products are sold are a variable cost based on product sales. These expenses totaled $12.014.5 million, $11.614.7 million, and $11.714.7 million in fiscal years 2014, 2013,2017, 2016 and 20122015 respectively. They are included in "DesignDesign and research"research expense in the accompanying Consolidated Statements of Comprehensive Income.

Customer Payments and Incentives
We offer various sales incentive programs to our customers, such as rebates discounts and cooperative advertising programs.discounts. Programs such as rebates and discounts are adjustments to the selling price and are therefore characterized as a reduction to net sales. The cooperative advertising program, whereby customers are reimbursed for company approved advertising expenditures, provides us with an identifiable benefit from the advertisement at a verifiable market rate. Therefore, the cost of the cooperative advertising program is recognized as an operating expense and is included in the "Selling, general and administrative" line in the Consolidated Statements of Comprehensive Income. We recognized operating expense related to our cooperative advertising program of $2.0 million for each of the fiscal years ended 2014, 2013, and 2012.

Revenue Recognition
The company recognizes revenue on sales through its network of independent contract furniture dealers and independent retailers once the related product is shipped and title passes. In situations where products are sold through subsidiary dealers or directly to the end customer, revenue is recognized once the related product is shipped to the end customer and installation, if applicable, is substantially complete. Offers such as rebates and discounts are recorded as reductions to net sales. Unearned revenue occurs during the normal course of business due to advance payments from customers for future delivery of products and services.



In addition to independent retailers, the company also sells product through owned retail channels, including e-commerce and Consumer retail studios. Revenue is recognized on these transactions upon shipment and transfer to the customer of both title and risk of loss. These sales may include provisions involving a right of return. The company reduces revenue for an estimate of potential future product returns related to current period product revenue. When developing the allowance for sales returns, the company considers historical returns and current economic trends. Revenue is recorded net of sales taxes as the company is a pass-through entity for collecting and remitting sales tax.

Shipping and Handling Expenses
The company records shipping and handling related expenses under the caption “CostCost of sales”sales in the Consolidated Statements of Comprehensive Income.

Cost of Sales
We include material, labor and overhead in cost of sales. Included within these categories are items such items as freight charges, warehousing costs, internal transfer costs and other costs of our distribution network.
 
Selling, General, and Administrative
We include costs not directly related to the manufacturing of our products in the "Selling,Selling, general, and administrative"administrative line item within the Consolidated Statements of Comprehensive Income. Included in these expenses are items such as compensation expense, rental expense, royalty expense, warranty expense and travel and entertainment expense.
 
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the company operates. Complex tax laws can be subject to different interpretations by the company and the respective government authorities. Significant judgment is required in evaluating tax positions and determining our tax expense. Tax positions are reviewed quarterly and tax assets and liabilities are adjusted as new information becomes available.

In evaluating the company's ability to recover deferred tax assets within the jurisdiction from which they arise, the company considers all positive and negative evidence. These assumptions require significant judgment about forecasts of future taxable income.

Stock-Based Compensation
The company has several stock-based compensation plans, which are described in Note 9 of the Consolidated Financial Statements. Our policy is to expense stock-based compensation using the fair-value based method of accounting for all awards granted.
 
Earnings per Share
Basic earnings per share (EPS) excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options or the vesting of restricted shares, and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS for fiscal years 2014, 2013, and 2012, wasis computed by dividing net earnings by the sum of the weighted-average number of shares outstanding, plus all dilutive shares that could potentially be issued. The company also evaluates the impact on EPS of all participating securities under the two-class method. Refer to Note 8 of the Consolidated Financial Statements for further information regarding the computation of EPS.


- 46-



Comprehensive Income (Loss)
Comprehensive income consists of net earnings, foreign currency translation adjustments, and unrealized holding gain (loss) on “available-for-sale”available-for-sale securities and pension liability adjustments. ReferRefer to Note 1514 of thethe Consolidated Financial Statements for further information regarding Comprehensive income (loss).comprehensive income.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Fair Value
The Company follows ASC Topic 820, Fair Value Measurementscompany classifies and Disclosures, which provides a consistent definition ofdiscloses its fair value focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. This topic requires fair value measurements to be classified and disclosed in one of the following three categories:
Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.
Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.

See Note 11 of the Consolidated Financial Statements for the required fair value disclosures.

Foreign Currency Forward Contracts Not Designated as HedgesDerivatives and Hedging
The company transacts business in various foreign currencies and has established a program that primarilycalculates the fair value of financial instruments using quoted market prices whenever available. The company utilizes derivatives to manage exposures to foreign currency forward contracts to offset the risks associated with the effectsexchange rates and interest rate risk. The fair values of certain foreign currency exposures. Under this program, the company's strategy is to have increasesall derivatives are recognized as assets or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies onliabilities at the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we recordsheet date. Changes in the fair value of these contracts asinstruments are reported within Other expenses (income): Other, net in the Consolidated Statements of the end of the reporting period inComprehensive Income, or Accumulated Other Comprehensive Loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.

Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income. Derivatives not designated as hedging instruments are marked-to-market at the end of each period with changesthe results included in fair value recordedConsolidated Statements of Comprehensive Income.

New Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
Simplifying the Measurement of InventoryUnder the updated standard, an entity should measure inventory that is measured using either the first-in, first-out ("FIFO") or average cost methods at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The updated standard should be applied prospectively.June 4, 2017The company has evaluated the impact of the update and its expected to be immaterial.
Improvements to Employee Share-Based Payment Accounting

The standard simplifies several aspects of the accounting for share-based payment awards to employees, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. Different adoption methodologies exist (retrospectively, modified-retrospectively, or prospectively) for the various different features of the standard being updated.June 4, 2017The company expects the most significant impact from the share-based compensation standard to be driven by the treatment of excess tax benefits/deficiencies and expects the other impacts from the standard to be nominal. The company intends to adopt an entity-wide accounting policy election to account for forfeitures in compensation cost when they occur.



Recently Issued Accounting Standards Not Yet Adopted (continued)
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
Revenue from Contracts with CustomersThe standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The standard allows for two adoption methods, a full retrospective or modified retrospective approach.June 3, 2018
The company has completed a preliminary review of the impact of the new standard and expects changes in how the company’s performance obligations around product and service revenue are accounted for. Additionally, the company expects changes in the way it recognizes certain pricing elements of its commercial contracts. These changes are not expected to be material to the financial statements. The company expects to adopt the standard in fiscal 2019 using the modified-retrospective approach.


Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial LiabilitiesThe standard provides guidance for the measurement, presentation and disclosure of financial assets and liabilities. The standard requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any change in fair value in net income. The standard does not permit early adoption and at adoption a cumulative-effect adjustment to beginning retained earnings should be recorded.June 3, 2018The company is currently evaluating the impact of adopting this guidance.
LeasesUnder the updated standard a lessee's rights and obligations under most leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. The standard must be adopted under a modified retrospective approach and early adoption is permitted.June 2, 2019The standard is expected to have a significant impact on our Consolidated Financial Statements, however the company is currently evaluating the impact.

2. Acquisitions and Divestitures
Dealership
On January 1, 2017, the company completed the sale of a wholly-owned contract furniture dealership in Pennsylvania in exchange for a $3.0 million note receivable. A pre-tax gain of  $0.7 million was recognized as a result of the sale within the caption Selling, general and administrative within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts isnote receivable was deemed to "Other" current assets for unrealized gains and to "Other accrued liabilities" for unrealized losses.be a variable interest in a variable interest entity. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to "Other expenses (income): Other, net", for both realized and unrealized gains and losses.

As of May 31, 2014, the notional amountscarrying value of the forward contracts held to purchase and sell U.S. dollars in exchange for other major international currencies were $26.7note was $1.4 million and the notional amounts of the foreign currency forward contracts held to purchase and sell British pound sterling in exchange for other major international currencies were £15.2 million. The company also has other forward contracts related to other currency pairs at varying notional amounts.

The effects of derivative instruments on the consolidated financial statements were as follows for the fiscal years ended 2014 and 2013 (amounts presented exclude any income tax effects):

Fair Value of Derivative Instruments in Consolidated Balance Sheet
(In millions)  Fiscal Year
 Balance Sheet Location May 31, 2014 June 1, 2013
Foreign currency forward contracts not designated as hedgesOther current assets $0.2
 $0.3
Foreign currency forward contracts not designated as hedgesOther current liabilities $0.1
 $0.3


- 47-



Effects of Derivative Instruments on Income
(In millions)  Fiscal Year
 Recognized Income on Derivative (Gain) Loss Location May 31, 2014 June 1, 2013 June 2, 2012
Foreign currency forward contractsOther expenses (income): Other, net $(0.1) $
 $0.1

New Accounting Standards
Recently Adopted Accounting Guidance
During the first quarter of fiscal 2014, the company adopted Accounting Standards Update ("ASU") 2013-02, "Comprehensive Income (ASC Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. Refer to Note 15 for the disclosures related to this adoption.

Accounting Guidance Issued But Not Adopted as of May 31, 2014
In July 2013,June 3, 2017 and represents the Financial Accounting Standards Board issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which defines the presentation requirements of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and retrospective application is permitted, but not required.company's maximum exposure to loss. The company is currently evaluatingnot deemed to be the impact of adopting this guidance.

In May 2014, the Financial Accounting Standards Board issued a new standard on revenue recognition. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principleprimary beneficiary of the revenue model isvariable interest entity as the buyers of the dealership control the activities that an entity should recognize revenue to depictmost significantly
impact the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industriesentity's economic performance, including sales, marketing and jurisdictions and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The company is currently evaluating the impact of adopting this guidance.

2. Acquisitions and Divestitures
operations.
China Manufacturing and DistributionGeorge Nelson Bubble Lamp Product Line Acquisition
On September 30, 2013,17, 2015, the company acquired certain assets from Dongguan Sun Hing Steel Furniture Factory Ltd (DGSH)associated with the George Nelson Bubble Lamp product line, which together constituted the acquisition of a business. The acquired business is a manufacturing and distribution operation in Dongguan, China, where product sold under the POSH trade name are produced. Subject to the finalization of certain post-closing adjustments, considerationConsideration transferred to acquire the assets consisted of $3.6 million in cash transferred during the second quarter of fiscal 2016 and an additional component of performance-based contingent consideration with a fair value of $2.7 million as of the acquisition date.

The assets acquired included an exclusive manufacturing agreement and customer relationships with fair values of $2.5 million and $0.6 million, respectively, each having a useful life of 10 years. The excess of the purchase consideration over the fair value of the net assets acquired was $3.2 million and recognized as goodwill within the Consumer reportable segment. The total amount of DGSH consistedthis goodwill is deductible for tax purposes.

Design Within Reach Acquisition
On July 28, 2014, the company acquired the majority of $8.2the outstanding equity of Design Within Reach, Inc. ("DWR"), a Stamford, Connecticut based, leading North American marketer and seller of modern furniture, lighting, and accessories primarily serving consumers and design trade professionals. The acquisition of DWR advances the company's strategy of being both an industry brand and a consumer brand by expanding the company's reach into the consumer sector.



The company purchased an ownership interest in DWR equal to approximately 81 percent for $155.2 million in cash. Subsequent to the initial transaction, the company acquired an additional 4 percent of DWR stock from the remaining public shareholders for approximately $5.8 million in cash, all of which$6.7 million was paid during the secondfirst and thirdsecond quarters of fiscal 2014.2015. The final payment is expected to be made withinremaining 15 percent of DWR stock was contributed by DWR executives into the next 12 months. Thenewly formed consumer business subsidiary and the company is still finalizing information related tocontributed the valuationassets of the assets acquired and expectsexisting Herman Miller Consumer business. After these transactions, the redeemable noncontrolling interests in the newly formed subsidiary, known as Herman Miller Consumer Holdings, Inc. ("HMCH"), were approximately 7 percent. The remaining HMCH shareholders have a put option to finalize these matters within the measurement period.

Maharam Acquisition
On April 23, 2013,require the company entered into an agreement to purchase Maharam Fabric Corporation,their remaining interest over a New York-based, global designer and providerfive years period from the date of high quality interior textiles for commercial, healthcare, and residential interiors. The company pursued the acquisitionissuance of Maharam in order to reinforce and accelerate Herman Miller’s Specialty and Consumer initiative and support further opportunities in commercial markets.

The company closed the transaction on April 29, 2013 for consideration of $155.8 million.such shares. As a result, ofthese noncontrolling interests are not included within Stockholders' Equity within the transaction, 100 percent of the voting equity interests of MaharamCondensed Consolidated Balance Sheets, but rather are included within Redeemable noncontrolling interests.

DWR acquisition-related expenses were acquired. Furthermore, the company estimates it will receive future tax benefits with a present value of approximately $20$2.2 million. The allocation of the purchase price was finalized during the fourth quarter of fiscal 2014. The following table summarizes the fair values of the assets acquiredyear 2015. These expenses included legal and the liabilities assumed from Maharam on April 29, 2013:professional services fees.

- 48-



Assets Acquired and Liabilities Assumed on April 29, 2013
Assets Acquired and Liabilities Assumed on July 28, 2014Assets Acquired and Liabilities Assumed on July 28, 2014
(In millions)Fair ValueFair Value
Purchase price$155.8
$155.2
Fair value of the assets acquired 
Fair value of the assets acquired: 
Cash1.2
Accounts receivable11.1
2.2
Inventory14.1
47.4
Current deferred tax asset1.5
Other current assets4.4
5.5
Investments in nonconsolidated affiliates4.3
Goodwill75.6
Other intangible assets42.4
68.5
Goodwill80.7
Property12.1
32.0
Long term deferred tax asset1.6
Other assets0.2
Other long term assets2.4
Total assets acquired170.9
236.3
Fair value of liabilities assumed 
Fair value of liabilities assumed: 
Accounts payable6.5
20.8
Current deferred tax liabilities1.6
Accrued compensation and benefits4.7
1.6
Other accrued liabilities1.0
12.3
Long term deferred tax liability14.5
Other long term liabilities1.3
0.4
Total liabilities assumed15.1
49.6
Redeemable noncontrolling interests25.7
Noncontrolling interests5.8
Net assets acquired$155.8
$155.2

The goodwill stemming from the transaction in the amount of $80.7$75.6 million was recorded as "Goodwill" in the Condensed Consolidated Balance SheetSheets and allocated to the North American Furniture SolutionsConsumer reportable segment. The goodwill recognized is attributable primarily to the assembled workforce and expected synergies from DWR and the Specialty and Consumer reportable segments. The amounts were allocated based on the expected synergies to be realized by the reportable segments that will benefit from combining the operationstotal amount of Maharam into the company. Thethis goodwill amounts allocated to the reportable segments were as follows:
Goodwill Segment Allocation as of April 29, 2013
(In millions)Fair Value
North American Furniture Solutions$31.9
Specialty and Consumer48.8
Total Goodwill$80.7
is not deductible for tax purposes.

IntangibleOther intangible assets acquired as a result of the April 29, 2013 acquisition of MaharamDWR were valued at $42.4 million.$68.5 million. These amounts are reflected in the values presented in the table below:following table:
Intangible Assets Acquired on April 29, 2013 
(In millions)Fair ValueUseful Life
Trade name$23.0
Indefinite
Designs and patterns3.1
5
Specifier and customer relationships16.0
15
Non-compete agreements0.3
2
Total Intangibles Acquired$42.4
 

POSH Acquisition
On April 3, 2012, the company acquired Sun Hing POSH Holdings Limited (POSH). POSH is a Hong Kong-based designer, and distributor of office furniture systems, freestanding furniture, seating, and filing and storage with distribution in Hong Kong and China. The total purchase

- 49-



price to acquire POSH was approximately $58.9 million, which included $48.8 million in net cash and contingent consideration valued at $10.1 million.

During fiscal 2014, the portion of the contingent consideration that was related to the targeted sales growth of POSH was reduced by $2.6 million. The benefit of this change in value is reflected within “Total operating expenses” in the Consolidated Statements of Comprehensive Income. Since the acquisition of POSH, payments of $1.4 million have been made related to the contingent consideration obligation. The remaining contingent consideration will be in the form of a cash payment, which the company currently estimates to be $4.1 million. This payment is expected to be made in the next twelve months.

The company acquired assets valued at $15.8 million, consisting primarily of cash, accounts receivable, inventory and property and equipment, and acquired liabilities valued at $8.6 million. The company also established a deferred tax liability of $4.9 million. Resulting goodwill, indefinite-lived intangibles, and amortizable intangibles were $34.5 million, $19.9 million, and $8.9 million, respectively. The allocation of the purchase price was finalized during the third quarter of fiscal 2013 and the amounts included above are final. POSH is reported within the ELA Furniture Solutions reportable operating segment.

Divestitures
During fiscal 2014, the company completed the sale of four wholly-owned contract furniture dealerships. The sale of these dealerships, that were located in Canada, Arkansas, Oregon, and Oklahoma, was not material to the consolidated financial statements. A gain on sale of $1.3 million was recognized as a result of the sale of the Oklahoma dealership.

During fiscal 2013, the company completed the sale of one wholly-owned contract furniture dealership in Florida, the impact of which was not material to the consolidated financial statements.

During fiscal 2012, the company completed the sale of three wholly-owned contract furniture dealerships. The sale of these dealerships, that were located in Texas, Colorado, and California, was not material to the consolidated financial statements.
Intangible Assets Acquired from the DWR Acquisition 
(In millions)Fair ValueUseful Life
Trade Names and Trademarks$55.1
Indefinite
Exclusive Distribution Agreements0.2
1.5 years
Customer Relationships12.0
10 - 16 years
Product Development Designs1.2
7 years
Total Intangible Assets Acquired$68.5
 



3. Inventories
(In millions) May 31, 2014 June 1, 2013 June 3, 2017 May 28, 2016
Finished goods and work in process $58.2
 $57.5
 $119.0
 $102.1
Raw materials 20.2
 18.7
 33.4
 26.1
Total $78.4
 $76.2
 $152.4
 $128.2

The inventories of the manufacturing sites in Michigan are valued using the last-in, first-out method (LIFO). The inventories of all other subsidiaries are valued using the first-in, first-out method. Inventories valued using LIFO amounted to $20.5$25.2 million and $22.422.8 million as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016, respectively. If all inventories had been valued using the first-in first-out method, inventories would have been $89.6164.6 million and $86.9140.4 million at May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016, respectively.

During 2014, a reduction in inventory quantities resulted in a liquidation of applicable LIFO inventory quantities carried at lower costs in prior years. This LIFO liquidation decreased cost of goods sold by a negligible amount in 2014.

During 2012, a reduction in inventory quantities resulted in a liquidation of applicable LIFO inventory quantities carried at lower costs in prior years. This LIFO liquidation decreased cost of goods sold by a negligible amount in 2012.

4. Investments in Nonconsolidated Affiliates
The company has certain investments in entities that are accounted for using the equity method (“nonconsolidated affiliates”). The investments are included in Other assets in the Consolidated Balance Sheets and the equity earnings are included in Equity earnings from nonconsolidated affiliates, net of tax in the Consolidated Statements of Comprehensive Income. Refer to the tables below for the investment balances that are included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.
(in millions)June 3, 2017May 28, 2016
Investments in nonconsolidated affiliates$16.2
$4.2
(in millions)June 3, 2017May 28, 2016May 30, 2015
Equity earnings from nonconsolidated affiliates$1.6
$0.4
$0.1

The company had an ownership interest in fourfive nonconsolidated affiliates at May 31, 2014. These equity method investments were acquired through the Maharam business combination.June 3, 2017. Refer to the company's ownership percentages shown below:
Ownership InterestMay 31, 2014June 1, 2013June 3, 2017May 28, 2016
Kvadrat Maharam Arabia DMCC50.0%50.0%50.0%50.0%
Kvadrat Maharam Pty Limited50.0%50.0%
Kvadrat Maharam Turkey JSC50.0%50.0%
Danskina B.V.50.0%50.0%
Naughtone Holdings Limited50.0%—%


- 50-Kvadrat Maharam



The Kvadrat Maharam nonconsolidated affiliates are distribution entities that are engaged in selling decorative upholstery, drapery and wall covering products. Danskina B.V. is a manufacturerAt June 3, 2017 and distributor of designer rugs and floor covering products.

At May 31, 2014,28, 2016, the company's investment value in Kvadrat Maharam Pty was $2.3$1.8 million more than the company's proportionate share of the underlying net assets ($2.5 million more at June 1, 2013).assets. This difference was driven by a step-up in fair value of the investment in Kvadrat Maharam Pty, stemming from the Maharam business combination. This amount is considered to be a permanent basis difference.

At May 31, 2014Naughtone
On June 3, 2016, the company acquired 50 percent of the outstanding equity of Naughtone Holdings Limited ("Naughtone"), a leader in soft seating products, stools, occasional and meeting tables, for $12.4 million in consideration. Consequently, the company acquired a noncontrolling equity interest in Naughtone that is accounted for under the equity method. In the second quarter of fiscal 2017, the company paid additional purchase consideration of approximately $0.6 million as part of the final net equity adjustment.

As of the June 3, 2016 acquisition date, the company's investment value in Danskina B.V.Naughtone was $1.1$11.3 million more than the company's proportionate share of the underlying net assets. This amount represented the difference between the price that the company paid to acquire 50 percent of the outstanding equity and the carrying value of the net assets of Naughtone. Of this difference, $2.9 million was being amortized over the remaining useful lives of the assets while, $8.4 million was considered a permanent difference.

At June 3, 2017, the company's investment value in Naughtone was $9.8 million more than the company's proportionate share of the underlying net assets, ($1.1of which $2.3 million more at June 1, 2013). This amount representswas being amortized over the difference in value betweenremaining useful lives of the capital contribution made to the joint venture by Maharam and the proportionate share of equity received. This amount isassets, while $7.5 million was considered to be a permanent basis difference. The change in the permanent basis difference from the prior year was due to changes in foreign currency exchange rates.

The company's investment in its nonconsolidated affiliates was $4.1 million at May 31, 2014 and $4.2 million at June 1, 2013. The company's proportionate share of equity earnings from these companies was $0.1 million for the year ended May 31, 2014 and $(0.1) million for the year ended June 1, 2013.

For the year ended May 31, 2014Transactions with Nonconsolidated Affiliates
Sales to and June 1, 2013, the purchases from and sales to nonconsolidated affiliates were immaterial. At May 31, 2014 and June 1, 2013, balances due to and from nonconsolidated affiliates were also immaterial.as follows for the periods presented below:
(in millions)June 3, 2017
May 28, 2016
May 30, 2015
Sales to nonconsolidated affiliates$4.0
$2.5
$2.5
Purchases from nonconsolidated affiliates$4.2
$0.9
$0.5

Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below:
(in millions)June 3, 2017May 28, 2016
Receivables from nonconsolidated affiliates$0.8
$0.4
Payables to nonconsolidated affiliates$0.5
$0.1

5. Long-Term Debt

Long-term debt consisted of the following obligations:
(In millions) May 31, 2014 June 1, 2013
Series A senior notes, 5.94%, due January 3, 2015 $50.0
 $50.0
Series B senior notes, 6.42%, due January 3, 2018 150.0
 150.0
Debt securities, 6.0%, due March 1, 2021 50.0
 50.0
Total $250.0
 $250.0

Because the company's Series A Senior Notes are due on January 3, 2015, $50 million was reclassified within the Consolidated Balance Sheet from "Long-term debt" to "Current maturities of long-term debt" during fiscal 2014.
(In millions)June 3, 2017 May 28, 2016
Series B Senior Notes, 6.42%, due January 3, 2018$149.9
 $149.9
Debt securities, 6.0%, due March 1, 202150.0
 50.0
Syndicated Revolving Line of Credit, due September 2021
 22.0
Total$199.9
 $221.9

During the second quarter of fiscal 2014,2017, the company entered into a fourth amendment and restatement of its syndicated revolving line of credit, which provides the company with approximately $5 million in revolving variable interest borrowing capacity. The company intends to utilize the revolver, which is denominated in Chinese Renminbi, to meet working capital cash flow needs at its South China operations. The uncommitted facility is subject to changes in bank approval and outstanding borrowings bear interest at rates based on a benchmark lending rate. As of May 31, 2014, there were no borrowings against this facility.

During the second quarter of fiscal 2013, the company entered into a revolving line of credit, which provides the company with approximately $5 million in revolving variable interest borrowing capacity. The company intends to utilize the revolver, which is denominated in Chinese Renminbi, to meet working capital cash flow needs at its Ningbo, China operations. The uncommitted facility is subject to changes in bank approval and outstanding borrowings bear interest at rates based on a benchmark lending rate. Each draw on the line of credit is subject to a maximum period of one year, and corresponding interest is payable on the maturity date of each draw. As of May 31, 2014, there were no borrowings against this facility.

During the second quarter of fiscal 2012, the company entered into an amendment and restatement of the syndicated revolving line of credit, which provided the company with up to $150$400 million in revolving variable interest borrowing capacity and includes an "accordion feature", which allows allowing the company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by $75 million.$200 million. The facility expires in November 2016September 2021 and outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, LIBOR or negotiated rates as outlined in the agreement. Interest is payable periodically throughout the period a borrowing isif borrowings are outstanding. As of June 3, 2017, there were zero outstanding borrowings against this facility and available borrowings were $391.7 million due to $8.3 million outstanding letters of credit. As of May 31, 2014 and June 1, 2013,28, 2016, total usage against this facility was $4.9$30.7 million, and $7.7 million respectively, all of which $8.7 million related to outstanding letters of credit.

Our senior notes and the unsecured senior revolving credit facility restrict, without prior consent, our borrowings, capital leases and the sale of certain assets. In addition, we have agreed to maintain certain financial performance ratios, which include a maximum leverage ratio covenant, which is measured by the ratio of debt to trailing four quarter adjusted EBITDA (as defined in the credit agreement) and is required to be less than 3.5:1, except that we may elect, under certain conditions, to increase the maximum Leverage Ratio to 4.0 to 1.04:1 for four consecutive fiscal quarter end dates. The covenants also require a minimum interest coverage ratio, which is measured by the ratio of trailing four quarter EBITDA

- 51-



to trailing four quarter interest expense (as defined in the credit agreement) and is required to be greater than 4:1. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs legacy pension expenses and extraordinary items.items. At June 3, 2017 and May 31, 2014 and June 1, 2013,28, 2016, the company was in compliance with all of these restrictions and performance ratios.

During fiscal 2015, the company entered into a lease agreement for the occupancy of a new studio facility in Palo Alto, California. During fiscal 2017, the company became the deemed owner of the leased building for accounting purposes as a result of the company's involvement during the construction phase of the project. The lease is therefore accounted for as a financing transaction and the recorded asset and related financing obligation have been recorded in the Consolidated Balance Sheets within both Construction in progress and Other accrued liabilities for the fiscal period ended June 3, 2017. The fair value of the building and the related financing liability was $7.0 million at June 3, 2017 and represented a nonrecurring level 3 fair value measurement. The fair value of the building and financing liability was determined through a blend of an income approach, comparable property sales approach and a replacement cost approach. Upon completion of construction, the liability will be reclassified into Long-term debt.





Annual maturities of long-term debt for the five fiscal years subsequent to May 31, 2014,June 3, 2017 are as follows:shown in the table below. Although the Series B Senior Notes mature within 12 months, the company has classified these borrowings within Long-term debt in the Consolidated Balance Sheets as the company has both the intent and ability to refinance this short-term obligation on a long-term basis, through the use of its syndicated revolving line of credit.
(In millions)  
2015$50.0
2016$
2017$
2018$150.0
$
2019$
$
2020$
2021$50.0
2022$
Thereafter$50.0
$149.9

6. Operating Leases


The company leases real property and equipment under agreements that expire on various dates. Certain leases contain renewal provisions and generally require the company to pay utilities, insurance, taxes, and other operating expenses.

Future minimum rental payments required under operating leases that have non-cancelable lease terms as of May 31, 2014June 3, 2017, are as follows:
(In millions)  
2015$21.0
2016$17.0
2017$11.8
2018$9.8
$47.0
2019$7.1
$42.2
2020$35.3
2021$32.5
2022$30.7
Thereafter$18.7
$141.5

Total rental expense charged to operations was $25.645.3 million, $23.045.6 million, and $20.740.2 million, in fiscal 2014, 2013,2017, 2016 and 2012,2015, respectively. Substantially all such rental expense represented the minimum rental payments under operating leases.

7. Employee Benefit Plans

The company maintains retirement benefit plans for substantially all of its employees.

Pension Plans and Post-Retirement Medical Insurance
During fiscal 2014, the company settled the remaining obligations associated with its primary domestic defined benefit pension plans. Plan participants received vested benefits from the plan assets by electing either a lump sum distribution, roll-over contribution to other 401(k) or individual retirement plans, or an annuity contract with a qualifying third-party provider. As a result of the settlement, the company was relieved of any further obligation. Pension settlement charges of $158.2 million, before tax, were recorded during the current year. The settlement expenses included the pre-tax reclassifications of actuarial gains and losses from accumulated other comprehensive loss of $137.7 million, cash contributions to the plan of $48.8 million, net of the outstanding pension plan liability prior to settlement. Cost of goods sold included $49.3 million of the settlement expense, while $108.9 million of the expense was included in operating expenses. After the settlement, the remaining pension assets of $0.9 million were transferred to the company's defined contribution 401(k) plan.

The primary domestic defined-benefit plan included benefits determined by a cash balance calculation. Benefits under this plan were based upon an employee's years of service and earnings. The company also offers certain employees retirement benefits under other domestic defined benefit plans. The company provides healthcare benefits to employees who retired from service on or before a qualifying date in 1998. As of the qualifying date, the company discontinued offering post-retirement medical to future retirees. Benefits to qualifying retirees under this plan are based on the employee's years of service and age at the date of retirement. In addition to the domestic pension and retiree healthcare plan, one of the company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for the company's principalremaining domestic and international pension plans, as well as its post-retirement medical plan, is the last day of the fiscal year.

- 52-





Benefit Obligations and Funded Status
The following table presents, for the fiscal years noted, a summary of the changes in the projected benefit obligation, plan assets and funded status of the company's domestic and international pension plans and post-retirement plan:

Pension Benefits Post-Retirement BenefitsPension Benefits Post-Retirement Benefits
2014 2013 2014 20132017 2016 2017 2016
(In millions)Domestic International Domestic International    Domestic International Domestic International    
Change in benefit obligation:                      
Benefit obligation at beginning of year$314.7
 $91.2
 $332.7
 $86.1
 $9.0
 $9.8
$1.0
 $104.4
 $1.1
 $112.0
 $5.9
 $7.7
Service cost
 
 1.9
 
 
 
Interest cost5.2
 4.2
 10.9
 3.7
 0.3
 0.3
0.1
 2.7
 
 3.8
 0.2
 0.2
Curtailments
 
 
 
 
 
Plan settlements(331.1) 
 (40.0) 
 
 
Foreign exchange impact
 9.6
 
 (1.2) 
 

 (12.5) 
 (4.6) 
 
Actuarial (gain)/loss16.8
 2.3
 15.6
 4.5
 (1.0) (0.2)
Employee contributions
 
 
 
 
 
Expenses paid(0.4) 
 
 
 
 
Actuarial (gain) loss
 23.4
 
 (4.4) (0.4) (1.3)
Benefits paid(4.1) (1.9) (6.4) (1.9) (0.8) (0.9)(0.1) (4.2) (0.1) (2.4) (0.7) (0.7)
Benefit obligation at end of year$1.1
 $105.4
 $314.7
 $91.2
 $7.5
 $9.0
$1.0
 $113.8
 $1.0
 $104.4
 $5.0
 $5.9
                      
Change in plan assets:                      
Fair value of plan assets at beginning of year$290.0
 $84.2
 $316.9
 $72.6
 $
 $
$
 $85.0
 $
 $92.0
 $
 $
Actual return on plan assets(2.3) 2.4
 19.5
 11.1
 
 

 9.6
 
 (1.3) 
 
Foreign exchange impact
 8.6
 
 (1.2) 
 

 (10.3) 
 (3.7) 
 
Employer contributions48.8
 1.5
 
 3.6
 0.8
 0.9
0.1
 0.4
 0.1
 0.4
 0.7
 0.7
Employee contributions
 
 
 
 
 
Plan settlements(331.1) 
 (40.0) 
 
 
Expenses paid(0.4) 
 
 
 
 
Benefits paid(4.1) (1.9) (6.4) (1.9) (0.8) (0.9)(0.1) (4.2) (0.1) (2.4) (0.7) (0.7)
Transfers out to 401(k) plan(0.9) 
 
 
 
 
Fair value of plan assets at end of year$
 $94.8
 $290.0
 $84.2
 $
 $
$
 $80.5
 $
 $85.0
 $
 $
                      
Funded status:                      
Under funded status at end of year$(1.1) $(10.6) $(24.7) $(7.0) $(7.5) $(9.0)$(1.0) $(33.3) $(1.0) $(19.4) $(5.0) $(5.9)
                      
Components of the amounts recognized in the Consolidated Balance Sheets:Components of the amounts recognized in the Consolidated Balance Sheets:    Components of the amounts recognized in the Consolidated Balance Sheets:    
Current liabilities$(0.1) $
 $(0.1) $
 $(0.9) $(1.0)$(0.1) $
 $(0.1) $
 $(0.7) $(0.7)
Non-current liabilities$(1.0) $(10.6) $(24.6) $(7.0) $(6.6) $(8.0)$(0.9) $(33.3) $(0.9) $(19.4) $(4.3) $(5.2)
                      
Components of the amounts recognized in accumulated other comprehensive loss before the effect of income taxes:
Unrecognized net actuarial loss$0.4
 $34.3
 $140.5
 $27.9
 $0.3
 $1.3
Unrecognized prior service cost (credit)
 
 
 
 
 
Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes:Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes:
Unrecognized net actuarial loss (gain)$0.3
 $50.9
 $0.3
 $39.3
 $(0.6) $(0.2)
Accumulated other comprehensive loss$0.4
 $34.3
 $140.5
 $27.9
 $0.3
 $1.3
$0.3
 $50.9
 $0.3
 $39.3
 $(0.6) $(0.2)

- 53-




The accumulated benefit obligation for the company's domestic pension benefit plans totaled $1.1 million and $314.71.0 million as of the end of both fiscal years 20142017 and 2013, respectively.fiscal 2016. For its international plans, these amountsthe accumulated benefit obligation totaled $102.4110.0 million and $88.3$100.8 million as of fiscal 2017 and fiscal 2016, respectively. The following table summarizes the same dates, respectively.totals for pension plans with accumulated benefit obligations in excess of plan assets:
Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets
(In millions)2017 2016
Projected benefit obligation$114.8
 $105.4
Accumulated benefit obligation$111.0
 $101.8
Fair value of plan assets$80.5
 $85.0



The following table is a summary of the annual cost of the company's pension and post-retirement plans:
Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income:
Pension Benefits Post-Retirement BenefitsPension Benefits Post-Retirement Benefits
(In millions)2014 2013 2012 2014 2013 20122017 2016 2015 2017 2016 2015
Domestic:                      
Service cost$
 $1.9
 $7.0
 $
 $
 $
Interest cost5.2
 10.9
 14.4
 0.3
 0.3
 0.4
$0.1
 $
 $
 $0.2
 $0.2
 $0.2
Expected return on plan assets(3.6) (12.1) (19.3) 
 
 
Net amortization4.7
 11.8
 7.2
 
 0.1
 0.1
Curtailment (gain)
 
 (1.7) 
 
 
Settlement Loss158.2
 18.8
 
 
 
 
Net periodic benefit cost$164.5
 $31.3
 $7.6
 $0.3
 $0.4
 $0.5
$0.1
 $
 $
 $0.2
 $0.2
 $0.2
                      
International:                      
Service cost$
 $
 $1.3
      
Interest cost4.2
 3.7
 3.9
      $2.7
 $3.8
 $4.3
      
Expected return on plan assets(5.2) (4.9) (4.8)      (4.7) (5.4) (5.5)      
Net amortization1.8
 1.4
 0.3
      2.2
 2.8
 1.8
      
Net periodic benefit cost$0.8
 $0.2
 $0.7
      $0.2
 $1.2
 $0.6
      

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Income):
 Pension Benefits Post-Retirement Benefits
(In millions)2014 2013 2014 2013
Domestic:       
Net actuarial (gain) loss$22.9
 $8.2
 $(1.0) $(0.3)
Net amortization, curtailment, and settlements(163.0) (30.6) 
 (0.1)
Total recognized in other comprehensive (income) loss$(140.1) $(22.4) $(1.0) $(0.4)
        
International:       
Net actuarial (gain) loss$5.2
 $(1.7)    
Effect of exchange rates on amounts included in accumulated other comprehensive income3.0
 (0.2)    
Net amortization(1.8) (1.4)    
Total recognized in other comprehensive (income) loss$6.4
 $(3.3)    
        
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Income):
 Pension Benefits Post-Retirement Benefits
(In millions)2017 2016 2017 2016
Domestic:       
Net actuarial gain$
 $
 $(0.4) $(1.3)
Total recognized in other comprehensive loss$
 $
 $(0.4) $(1.3)
        
International:       
Net actuarial loss$18.6
 $2.2
    
Net amortization(2.2) (2.8)    
Total recognized in other comprehensive loss$16.4
 $(0.6)    

The net actuarial loss, included in accumulated other comprehensive loss (pretax), expected to be recognized in net periodic benefit cost during fiscal 20152018 is $1.94.0 million.
 

- 54-



Actuarial Assumptions
The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the company's pension and post-retirement plans are as follows:
The weighted-average used in the determination of net periodic benefit cost:
2014 2013 20122017 2016 2015
(Percentages)Domestic International Domestic International Domestic InternationalDomestic International Domestic International Domestic International
Discount rate3.43 4.40 3.34 4.20 4.75 5.403.51 3.43 3.41 3.50 3.44 4.40
Compensation increase raten/a 3.50 3.00 3.00 3.00 3.50n/a 2.95 n/a 3.20 n/a 3.35
Expected return on plan assetsn/a 6.00 4.20 6.00 7.00 7.00n/a 6.10 n/a 6.10 n/a 6.10
  
The weighted-average used in the determination of the projected benefit obligations:
Discount rate3.44 4.40 3.43 4.40 3.57 4.203.53 2.49 3.51 3.43 3.41 3.50
Compensation increase raten/a 3.35 n/a 3.50 3.00 3.00n/a 3.25 n/a 2.95 n/a 3.20

Effective May 28, 2016, the company changed the method it uses to estimate the interest component of net periodic benefit cost for pension and other postretirement benefits. Historically, the company has estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The company has elected to utilize a full yield curve approach in the estimation of interest cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The company has made this change to provide a more precise measurement of interest cost by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. The company accounted for this change as a change in accounting estimate and accordingly, accounted for it prospectively. The impact of this change on consolidated earnings for fiscal 2017 was a reduction of the interest cost component of net periodic benefit cost of approximately $0.4 million.



In calculating post-retirement benefit obligations for fiscal 2014,2017, a 7.27.5 percent annual rate of increase in the per capita cost of covered healthcare benefits was assumed for 2015,2017, decreasing gradually to 4.54.3 percent by 20292038 and remaining at that level thereafter. For purposes of calculating post-retirement benefit costs, a 7.47.9 percent annual rate of increase in the per capita cost of covered healthcare benefits was assumed for 2014,2016, decreasing gradually to 4.54.3 percent by 20292038 and remaining at that level thereafter.

Assumed health care cost-trend rates have a significant effect on the amounts reported for retiree health care costs. A one-percentage-point change in the assumed health care cost-trend rates would have the following effects:
(In millions)1 Percent Increase 1 Percent Decrease
Effect on total fiscal 2014 service and interest cost components$
 $
Effect on post-retirement benefit obligation at May 31, 2014$0.2
 $(0.2)
(In millions)1 Percent Increase 1 Percent Decrease
Effect on total fiscal 2017 service and interest cost components$
 $
Effect on post-retirement benefit obligation at June 3, 2017$0.2
 $(0.2)

Plan Assets and Investment Strategies
The assets related to the company's primary domestic employee benefit plans were liquidated in connection with the plan termination that occurred during fiscal 2014. Accordingly, plan assets for the primary domestic employee benefit plans were zero as of the end of fiscal 2014.

The company's international employee benefit plan assets consist mainly of listed fixed income obligations and common/collective trusts. The company's primary objective for invested pension plan assets is to provide for sufficient long-term growth and liquidity to satisfy all of its benefit obligations over time. Accordingly, the company has developed an investment strategy that it believes maximizes the probability of meeting this overall objective. This strategy includes the development of a target investment allocation by asset category in order to provide guidelines for making investment decisions. This target allocation emphasizes the long-term characteristics of individual asset classes as well as the diversification among multiple asset classes. In developing its strategy, the company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations. The company's strategy moving forward will be to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plans.

The company utilizes independent investment managers to assist with investment decisions within the overall guidelines of the investment strategy.


- 55-



The target asset allocation at the end of fiscal 20142017 and asset categories for the company's primary international pension plansplan for fiscal 20142017 and 20132016 are as follows:
Primary Domestic Plan      
Asset Category Targeted Asset Allocation Percentage 
Percentage of Plan Assets
at Year End
 Targeted Asset Allocation Percentage Percentage of Plan Assets at Year End
 2014 2013  2017 2016
Equities   10
Fixed Income   86
Other   4
Total    100
      
International Plan      
Asset Category      
Equities   
Fixed Income 20 26 26
Fixed income 20 27
 24
Common collective trusts 80 74 74 80 73
 76
Total   100 100
      
(In millions) Domestic Plans as of May 31, 2014
Asset Category Level 1 Level 2 Total
Cash and cash equivalents $
 $
 $
US & international equity securities 
 
 
Debt securities-corporate 
 
 
Common collective trust-equities 
 
 
Common collective trusts-fixed income 
 
 
Total $
 $
 $
   100
 100
            
(In millions) International Plan as of May 31, 2014 International Plan as of June 3, 2017
Asset Category Level 1 Level 2 Total Level 1 Level 2 Total
Cash and cash equivalents $0.2
 $
 $0.2
 $0.2
 $
 $0.2
Foreign government obligations 
 24.5
 24.5
 
 21.4
 21.4
Common collective trusts-balanced 
 70.1
 70.1
 
 58.9
 58.9
Total $0.2
 $94.6
 $94.8
 $0.2
 $80.3
 $80.5
            
(In millions) Domestic Plans as of June 1, 2013 International Plan as of May 28, 2016
Asset Category Level 1 Level 2 Total Level 1 Level 2 Total
Cash and cash equivalents $12.5
 $
 $12.5
 $0.2
 $
 $0.2
US & international equity securities 2.2
 
 2.2
Debt securities-corporate 7.6
 
 7.6
Common collective trust-equities 
 26.5
 26.5
Common collective trusts-fixed income 
 241.2
 241.2
Total $22.3
 $267.7
 $290.0
      
(In millions) International Plan as of June 1, 2013
Asset Category Level 1 Level 2 Total
Cash and cash equivalents $0.2
 $
 $0.2
Foreign government obligations 
 22.0
 22.0
 
 20.5
 20.5
Common collective trusts-balanced 
 62.0
 62.0
 
 64.3
 64.3
Total $0.2
 $84.0
 $84.2
 $0.2
 $84.8
 $85.0

- 56-



Cash Flows
The company is reviewing whether any additional voluntaryreviews pension plan contributions willfunding requirements to determine the contribution to be made in the next year. Actual contributions will be dependent upon investment returns, changes in pension obligations and other economic and regulatory factors. In During fiscal 2014,2017, the company made total cash contributions of $50.2$1.1 million to its benefit plans. Of theseIn fiscal 2016, the company made total cash contributions $48.8of $1.2 million were due to the termination of the company’s primary domestic definedits benefit pension plans.



The following represents a summary of the benefits expected to be paid by the plans in future fiscal years. These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at May 31, 2014.June 3, 2017.
(In millions)Pension Benefits Domestic Pension Benefits International Post-Retirement Benefits
2015$0.1
 $1.9
 $0.9
2016$0.1
 $2.4
 $0.9
2017$0.1
 $2.8
 $0.8
2018$0.1
 $3.0
 $0.8
2019$0.1
 $3.1
 $0.7
2020-2024$0.4
 $18.7
 $2.7
(In millions)Pension Benefits Domestic Pension Benefits International Post-Retirement Benefits
2018$0.1
 $1.7
 $0.7
2019$0.1
 $2.1
 $0.6
2020$0.1
 $2.1
 $0.6
2021$0.1
 $2.1
 $0.5
2022$0.1
 $2.6
 $0.5
2023-2027$0.3
 $15.5
 $1.7

Profit Sharing, 401(k) Plan, and Core Contribution
Substantially all of the company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the Herman Miller, Inc. has a trusteedprofit sharing and 401(k) plan. Employees under the Herman Miller, Inc. profit sharing plan that includes substantially all domestic employees. These employees are eligible to begin participating on their date of hire. The Profit Sharing plan provides for discretionary contributions for eligible participants, payable in the company's common stock, of not more than 6 percent of employees' wages based on the company's financial performance. The cost ofUnder the profit sharing contribution during fiscal 2014, 2013, and 2012 were $6.4 million, $5.3 million and $3.4 million, respectively.

TheHerman Miller, Inc. 401(k) plan the company has traditionally matched 50matches 100 percent of employee contributions to their 401(k) accounts up to 6 percent of their pay. On September 1, 2012, this was amended to a match of 100 percent up to 3 percent of their pay. A core contribution of 4 percent was is also added toincluded for most participants of the plan. This coreThe company’s other defined contribution was effectiveretirement plans may provide for matching contributions, non-elective contributions and discretionary contributions as of January 1, 2012 for new employees starting after that date and September 1, 2012 for existing employees. declared by management.

The cost of the Herman Miller, Inc. profit sharing contribution during fiscal 2017, 2016 and 2015 was $6.0 million, $10.9 million and $4.8 million, respectively. The expense recorded for the company's 401(k) matching contributions and core contributions charged against operations was approximately $20.322.8 million, $17.021.9 million, and $6.820.8 million in fiscal years 2014, 20132017, 2016 and 2012,2015, respectively.

8. Common Stock and Per Share Information
The following table reconciles the numerators and denominators used in the calculations of basic and diluted EPS for each of the last three fiscal years:
(In millions, except shares)2014 2013 20122017 2016 2015
Numerator:          
Numerator for both basic and diluted EPS, net earnings (loss)$(22.1) $68.2
 $75.2
Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc.$123.9
 $136.7
 $97.5
          
Denominator:          
Denominator for basic EPS, weighted-average common shares outstanding58,955,487
 58,425,522
 58,171,472
59,871,805
 59,844,540
 59,475,297
Potentially dilutive shares resulting from stock plans
 418,992
 285,404
682,784
 684,729
 649,069
Denominator for diluted EPS58,955,487
 58,844,514
 58,456,876
60,554,589
 60,529,269
 60,124,366

Equity awardsawards of 2,779,782764,154 shares,,1,953,450 528,676 shares and 1,917,060715,685 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended May 31, 2014June 3, 2017, June 1, 2013May 28, 2016, and June 2, 2012May 30, 2015, respectively, because they were anti-dilutive. The company has certain share-based payment awards that meet the definition of participating securities. The company has evaluated the impact on EPS of all participating securities under the two-class method, noting thethere was no impact on EPS was immaterial.EPS.


Common Stock
- 57-The company has a share repurchase plan authorized by the Board of Directors on September 28, 2007, which provided share repurchase authorization of $300.0 million with no specified expiration date. During fiscal year 2017, 2016 and 2015, shares repurchased and retired totaled 765,556, 482,040 and 121,488 shares respectively.



9. Stock-Based Compensation


The company utilizes equity-based compensation incentives as a component of its employee and non-employee director and officer compensation philosophy. Currently, these incentives consist principally of stock options, restricted stock, restricted stock units and performance share units. The company also offers a stock purchase plan for its domestic and certain international employees. The company issues shares in connection with its share-based compensation plans from authorized, but unissued, shares. At June 3, 2017 there were 3,991,307 shares authorized under the various stock-based compensation plans.



Valuation and Expense Information
The company measures the cost of employee services received in exchange for an award of equity instruments based on their grant-date fair market value. This cost is recognized over the requisite service period.

Certain of the company's equity-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service.

The company classifies pre-tax stock-based compensation expense primarily within “Operating expenses”Operating expenses in the Consolidated Statements of Comprehensive Income. Related expenses charged to “Cost of sales” are not material. Pre-tax compensation expense and the related income tax benefit for all types of stock-based programs was as follows for the periods indicated:
(In millions) May 31, 2014
 June 1, 2013
 June 2, 2012
 June 3, 2017 May 28, 2016 May 30, 2015
Employee stock purchase program $0.3
 $0.3
 $0.3
 $0.3
 $0.3
 $0.3
Stock option plans 2.3
 3.6
 2.8
 2.0
 1.9
 2.6
Restricted stock grants 0.2
 0.3
 0.5
 
 
 0.1
Restricted stock units 5.2
 3.2
 2.4
 3.6
 3.2
 3.7
Performance share units 3.0
 0.7
 
 2.8
 6.5
 3.3
Total $11.0
 $8.1
 $6.0
 $8.7
 $11.9
 $10.0
            
Tax benefit $4.0
 $2.9
 $2.1
 $3.1
 $4.3
 $3.6
As of May 31, 2014June 3, 2017, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $9.14.8 million. The weighted-average period over which this amount is expected to be recognized is 1.491.06 years.

Stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income, has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

Employee Stock Purchase Program
Under the terms of the company's Employee Stock Purchase Plan, 4 million shares of authorized common stock were reserved for purchase by plan participants at 85 percent of the market price. Shares of common stock purchased under the employee stock purchase plan were 68,547, 70,768 and 62,467for the fiscal years ended 2017, 2016 and 2015 respectively.

Stock Option Plans
The company has stock option plans under which options to purchase the company's stock may be granted to employees and non-employee directors at a price not less than the market price of the company's common stock on the date of grant. Under the current award program, all options become exercisable between one and three years from date of grant and expire ten years from date of grant. Most options are subject to graded vesting with the related compensation expense recognized on a straight-line basis over the requisite service period.

The company estimated the fair value of employee stock options on the date of grant using the Black-Scholes model. In determining these values, the following weighted-average assumptions were used for the options granted during the fiscal years indicated.
 2014 2013 20122017 2016 2015
Risk-free interest rates (1)
 1.62% 0.77% 1.75%1.01% 1.51% 1.46%
Expected term of options (2)
 5.5 years
 5.5 years
 5.5 years
4.0 years
 4.0 years
 4.0 years
Expected volatility (3)
 46% 47% 42%26% 33% 36%
Dividend yield (4)
 1.74% 1.98% 0.34%2.13% 2.03% 1.85%
Weighted-average grant-date fair value of stock options:           
Granted with exercise prices equal to the fair market value of the stock on the date of grant $10.68
 $6.52
 $10.15
$5.50
 $6.73
 $7.74
(1) Represents the U.S. Treasury yield over the same period as the expected option term.
(2) Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.
(3) Amount is determined based on analysis of historical price volatility of the company's common stock over a period equal to the expected term of the options.
(4) Represents the company's estimated cash dividend yield over the expected term of options.


- 58-



Stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income, has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

Employee Stock Purchase Program
Under the terms of the company's Employee Stock Purchase Plan, 4 million shares of authorized common stock were reserved for purchase by plan participants at 85 percent of the market price.

Stock Option Plans
The company has stock option plans under which options to purchase the company's stock are granted to employees and non-employee directors and officers at a price not less than the market price of the company's common stock on the date of grant. Under the current award program, all options become exercisable between one and three years from date of grant and expire two to ten years from date of grant. Most options are subject to graded vesting with the related compensation expense recognized on a straight-line basis over the requisite service period. At May 31, 2014, there were 2.3 million shares available for option awards.

The following is a summary of the transactions under the company's stock option plans:
 Shares Under Option Weighted-Average Exercise Prices Weighted-Average Remaining Contractual Term (Years) 
Aggregate Intrinsic Value
(In millions)
 Shares Under Option Weighted-Average Exercise Prices Weighted-Average Remaining Contractual Term (Years) 
Aggregate Intrinsic Value
(In millions)
Outstanding at May 28, 2011 2,578,590
 $24.62
 5.5 $6.6
Outstanding at May 28, 2016 921,380
 $25.80
 4.20 $5.5
Granted at market 365,141
 $25.75
   745,141
 $31.86
  
Exercised (215,524) $19.74
   (327,299) $28.84
  
Forfeited or expired (398,958) $25.76
   (9,520) $38.11
  
      
Outstanding at June 2, 2012 2,329,249
 $25.06
 5.7 $0.9
Granted at market 499,870
 $18.17
  
Exercised (297,255) $17.49
  
Forfeited or expired (120,490) $24.56
  
      
Outstanding at June 1, 2013 2,411,374
 $24.59
 5.7 $11.2
Granted at market 46,829
 $28.74
  
Exercised (821,050) $22.97
  
Forfeited or expired (40,169) $27.47
  
      
Outstanding at May 31, 2014 1,596,984
 $25.47
 4.7 $9.9
Outstanding at June 3, 2017 1,329,702
 $28.36
 7.26 $5.8
Ending vested + expected to vest 1,588,824
 $25.49
 4.6 $9.8
 1,325,647
 $28.35
 7.25 $5.8
Exercisable at end of period 1,122,446
 $27.35
 3.3 $5.1
 498,522
 $22.95
 4.37 $4.9

The weighted-average remaining recognition period of the outstanding stock options at June 3, 2017 was 0.90 years. The total pre-tax intrinsic value of options exercised during fiscal 2014, 20132017, 2016 and 20122015 was $6.2$1.3 million,, $2.0 $2.3 million, and $1.1$2.4 million,, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the company's closing stock price as of the end of the period presented, which would have been received by the option holders had all option holders exercised in-the-money options as of that date.


- 59-



The following is a summary Total cash received during fiscal 2017 from the exercise of stock options outstanding at was $6.6 million.May 31, 2014:
  Outstanding Stock Options Exercisable Stock Options
Range of Exercise Price Shares Weighted-Average Remaining Contractual Term (Years) Weighted-Average Exercise Prices Shares Weighted-Average Exercise Prices
$12.33-18.17 553,690
 7.1 $17.18
 238,880
 $15.87
$25.06-30.54 627,041
 4.3 $27.90
 467,313
 $28.33
$31.84-38.13 416,253
 2.0 $32.85
 416,253
 $32.85
  1,596,984
 4.7 $25.47
 1,122,446
 $27.35

Restricted Stock Grants
The company periodically grants restricted common stock to certain key employees. Shares are granted in the name of the employee, who has all the rights of a shareholder, subject to certain restrictions on transferability and risk of forfeiture. The grants are subject to either cliff-based or graded vesting over a period not exceeding five years, and are subject to forfeiture if the employee ceases to be employed by the company for certain reasons. After the vesting period, the risk of forfeiture and restrictions on transferability lapse. The company recognizes the related compensation expense on a straight-line basis over the requisite service period. A summary of shares subject to restrictions are as follows:
  2014 2013 2012
  Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value
Outstanding, at beginning of year 67,474
 $20.45
 83,331
 $19.49
 70,595
 $18.44
Granted 
 $
 
 $
 24,323
 $21.46
Vested (3,440) $15.82
 (14,357) $15.06
 (7,787) $17.56
Forfeited or expired (2,000) $21.98
 (1,500) $18.71
 (3,800) $16.44
Outstanding, at end of year 62,034
 $20.66
 67,474
 $20.45
 83,331
 $19.49
  2017
  Shares Weighted Average Grant-Date Fair Value
Outstanding at May 28, 2016 20,823
 $21.35
Vested (20,323) $21.38
Forfeited (500) $20.17
Outstanding at June 3, 2017 
 $

The weighted-average remaining recognition period of the outstanding restricted stock grants at May 31, 2014, was 1.65 years. The fair value of the shares that vested during the twelve months ended May 31, 2014June 3, 2017, was $0.10.6 million. There were no restricted stock grants granted during fiscal 2017, 2016 or 2015.


- 60-



Restricted Stock Units
The company grants restricted stock units to certain key employees. This program provides that the actual number of restricted stock units awarded is based on the value of a portion of the participant's long-term incentive compensation divided by the fair value of the company's stock on the date of grant. In some years the awards have been partially tied to the company's financial performance for the year in which the grant was based. The awards generally cliff-vest after a three-year service period, with prorated vesting under certain circumstances and full or partial accelerated vesting upon retirement. Each restricted stock unit represents one equivalent share of the company's common stock to be awarded, free of restrictions, after the vesting period. Compensation expense related to these awards is recognized over the requisite service period, which includes any applicable performance period. Dividend equivalent awards are credited quarterly. The units do not entitle participants to the rights of stockholders of common stock, such as voting rights, until shares are issued after vesting.


The following is a summary of restricted stock unit transactions for the fiscal years indicated:
Share
Units
 
Weighted Average
Grant-Date
Fair Value
 Aggregate Intrinsic Value in Millions 
Weighted-Average
Remaining Contractual
Term (Years)
Share
Units
 
Weighted Average
Grant-Date
Fair Value
 Aggregate Intrinsic Value in Millions 
Weighted-Average
Remaining Contractual
Term (Years)
Outstanding at May 28, 2011285,101
 $21.72
 $6.9
 1.5
Outstanding at May 28, 2016377,861
 $27.83
 $12.0
 1.40
Granted125,589
 $25.72
   114,778
 $31.83
    
Forfeited(10,483) $25.13
   (12,951) $29.25
    
Released(78,484) $26.56
   (94,736) $28.70
    
Outstanding at June 2, 2012321,723
 $21.06
 $5.7
 1.4
Outstanding at June 3, 2017384,952
 $28.73
 $12.6
 1.14
Ending vested + expected to vest308,645
   $5.4
 1.4379,037
 29.30
 $12.4
 1.13
      
Outstanding at June 2, 2012321,723
 $21.06
 $5.7
 1.4
Granted341,534
 $20.49
    
Forfeited(66,368) $19.00
    
Released(17,569) $16.14
    
Outstanding at June 1, 2013579,320
 $21.35
 $16.0
 1.7
Ending vested + expected to vest547,093
   $15.0
 1.6
      
Outstanding at June 1, 2013579,320
 $21.35
 $16.0
 1.7
Granted142,004
 $28.55
    
Forfeited(10,124) $22.94
    
Released(145,094) $20.30
    
Outstanding at May 31, 2014566,106
 $23.31
 $17.2
 1.5
Ending vested + expected to vest550,322
   $16.0
 1.5

The weighted-average remaining recognition period of the outstanding restricted stock units at May 31, 2014June 3, 2017, was 1.350.90 years. The fair value of the share units that vested during the twelve months ended May 31, 2014June 3, 2017, was $4.1$3.0 million. The weighted average grant-date fair value of restricted stock units granted during 2017, 2016, and 2015 was $31.83, $29.03 and $30.38 respectively.


- 61-



Performance Share Units
The company grants performance share units to certain key employees. The number of units initially awarded was based on the value of a portion of the participant's long-term incentive compensation, divided by the fair value of the company's common stock on the date of grant. Each unit represents one equivalent share of the company's common stock. The number of common shares ultimately issued in connection with these performance share units is determined based on the company's financial performance over the related three-year service period.period or the company's financial performance based on certain total shareholder return results as compared to a selected group of peer companies. Compensation expense is determined based on the grant-date fair value and the number of common shares projected to be issued, and is recognized over the requisite service period.

The following is a summary of performance share unit transactions for the fiscal years indicated:
Share
Units
 Weighted Average Grant-Date Fair Value 
Aggregate Intrinsic
Value in Millions
 
Weighted-Average
Remaining Contractual
Term (Years)
Share
Units
 Weighted Average Grant-Date Fair Value 
Aggregate Intrinsic
Value in Millions
 Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 28, 201190,380
 $25.52
 $
 0.2
Outstanding at May 28, 2016433,714
 $31.74
 $13.7
 1.20
Granted
 $
  
 141,218
 $29.40
    
Forfeited(90,380) $25.52
  
 (43,945) $35.75
    
Outstanding at June 2, 2012
 $
 $
 0.0
Released(113,040) $29.34
   
Outstanding at June 3, 2017417,947
 $31.18
 $13.7
 1.03
Ending vested + expected to vest
   $
 0.0413,358
 $31.23
 $13.5
 1.03
      
Outstanding at June 2, 2012
 $
 $
 0.0
Granted72,500
 $17.10
   
Forfeited
 $
   
Outstanding at June 1, 201372,500
 $17.10
 $2.0
 2.1
Ending vested + expected to vest68,823
   $1.9
 2.1
      
Outstanding at June 1, 201372,500
 $17.10
 $2.0
 2.1
Granted139,722
 $31.66
    
Forfeited(2,026) $31.74
    
Outstanding at May 31, 2014210,196
 $26.64
 $6.6
 1.8
Ending vested + expected to vest203,752
   $6.4
 1.8

The weighted-average remaining recognition period of the outstanding performance share units at May 31, 2014June 3, 2017, was 1.460.81 years. The fair value for shares that vested during the twelve months ended May 31, 2014June 3, 2017, was zero.$3.6 million. The weighted average grant-date fair value of performance share units granted during 2017, 2016, and 2015 was $29.40, $30.81 and $32.71 respectively.

Herman Miller Consumer Holdings Stock (HMCH) Option Plan
Certain employees were granted options to purchase stock of HMCH at a price not less than the market price of HMCH common stock on the date of grant. For the grants of options under the award program, options are potentially exercisable between one year and five years from date of grant and expire at the end of the window period that follows the fifth anniversary of the grant date. Vesting is based on the performance of HMCH over a period of five years. Certain of these options have been classified as liability awards as the holders have the right to put the underlying shares to the company immediately upon exercise. Given this, the awards are measured at fair value at the end of each reporting period and compensation expense is adjusted accordingly to reflect the fair value over the requisite service period. The company estimates the issuance date fair value of HMCH stock options on the date of grant using the Black-Scholes model. The expense for these awards was a benefit of $0.6 million during fiscal 2017 and the related liability for these awards was $0.3 million as of the end of fiscal 2017. The liability for the HMCH stock options is recorded within the Consolidated Balance Sheets within the "Other liabilities" line item.



The following weighted-average assumptions were used to value the liability associated with HMCH stock options as of June 3, 2017 and May 28, 2016.
  2017 2016
Risk-free interest rates (1)
 1.29% 1.07%
Expected term of options (2)
 2.1 years
 3.1 years
Expected volatility (3)
 35% 35%
Dividend yield not applicable
 not applicable
Strike price $24.39
 24.39
Per share value (4)
 $3.24
 6.52
(1) Represents the U.S. Treasury yield over the same period as the expected option term.
(2) Represents the period of time that options granted are expected to be outstanding.
(3) Amount is determined based on analysis of historical price volatility of the common stock of peer companies over a period equal to the expected term of the options.
(4) Based on the Black-Scholes formula.

  Shares Under Option Weighted-Average Exercise Prices Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In millions)
Outstanding at May 28, 2016 500,376
 $24.07
 3.20 $0.4
     Granted 40,425
 $24.63
    
     Exercised (2,957) $6.40
    
     Forfeited (11,600) $24.39
    
Outstanding at June 3, 2017 526,244
 $24.20
 2.20 $0.1
Exercisable at end of period 46,758
 $22.30
 2.20 $0.1

The total pre-tax intrinsic value of HMCH options exercised during fiscal 2017 was $0.1 million. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the HMCH market price, less the strike price, as of the end of the period presented, which would have been received by the option holders had all option holders exercised in-the-money options as of that date.

Deferred Compensation Plans
In 2008, the company discontinued use of the existing Non-qualified Deferred Compensation Plan for new contributions and established the Herman Miller, Inc. Executive Equalization Retirement Plan.

The Non-qualified Deferred Compensation Plan allowed selected employees to defer part or all of their executive incentive cash bonus payment each year. The company could make a matching contribution of 30 percent of the executive's contribution up to 50 percent of the deferred cash incentive bonus. The company's matching contribution vested at the rate of 33 1/3 percent annually. In accordance with the terms of the plan, the executive deferral and company matching contribution were placed in a “Rabbi” trust, which invested solely in the company's common stock. Rabbi trust arrangements offer the executive a degree of assurance for ultimate payment of benefits without causing constructive receipt for income tax purposes. Distributions to the executive from the Rabbi trust can only be made in the form of the company's common stock. The assets in the Rabbi trust remain subject to the claims of creditors of the company and are not the property of the executive and are, therefore, included as a separate component of stockholders' equity under the caption "Key Executive Deferred Compensation" in the Consolidated Balance Sheets. Shares associated with the Non-qualified Deferred Compensation Plan are included in the denominator for both basic and diluted EPS.

The Herman Miller, Inc. Executive Equalization Retirement Plan is a supplemental deferred compensation plan and was made available for salary deferrals and company contributions beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Executive Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50 percent of their base salary and up to 100 percent of their incentive cash bonus. Company contributions to the plan “mirror” the amounts the company would have contributed to the various qualified retirement plans had the employee's compensation not been above the IRS statutory ceiling ($260,000($270,000 in 2014)2017). The company does not guarantee a rate of return for these funds. Instead, participants make investment elections for their deferrals and company contributions. Investment options are the same as those available under the Herman Miller Profit Sharing and 401(k) Plan, except for company stock, which is not an investment option under this plan.


- 62-The Nonemployee Officer and Director Deferred Compensation Plan allows the Board of Directors of the company to defer a portion of their annual director fee. Investment options are the same as those available under the Herman Miller Profit Sharing and 401(k) Plan, including company stock.



In accordance with the terms of the Executive Equalization Plan and Nonemployee Officer and Director Deferred Compensation Plan, the salary and bonus deferrals, and company contributions and director fee deferrals have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the company and are not the property of the participant andparticipant. Investments in securities other than the company's common stock are therefore, included as an asset onwithin the Other assets line item, while investments in the company's stock are included in the line item Key executive deferred compensation in the company's Consolidated Balance Sheets within the "Other assets" line item.Sheets. A liability of the same amount is recorded on the Consolidated Balance Sheets within the "Other liabilities"Other liabilities line item. Investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized within the company's Consolidated Statements of Comprehensive Income in the interestInterest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the "Selling,Selling, general and administrative"administrative line item within the company's Consolidated Statements of Comprehensive Income. The net effect of any change to the asset and corresponding liability is offset and has no impact on Net earnings in the Consolidated Statements of Comprehensive Income.



Director Fees
Company directors may elect to receive their director fees in one or more of the following forms: cash, deferred compensation in the form of shares or other selected investment funds, unrestricted company stock at the market value at the date of election or stock options that vest in one year and expire in ten years. The exercise price of the stock options granted may not be less than the market price of the company's common stock on the date of grant. Under the plan, the Board members received the following shares or options in the fiscal years indicated:
 2014 2013 2012 2017 2016 2015
Options 
 
 
Shares of common stock 12,358
 15,746
 18,119
 9,982
 21,988
 13,752
Shares through the deferred compensation program 2,317
 2,779
 3,301
 2,582
 3,118
 

10. Income Taxes


The components of earnings (loss) before income taxes are as follows:
(In millions)2014 2013 20122017 2016 2015
Domestic$(45.1) $89.9
 $107.6
$131.4
 $154.9
 $142.5
Foreign1.7
 7.3
 11.9
46.2
 41.7
 2.7
Total$(43.4) $97.2
 $119.5
$177.6
 $196.6
 $145.2

The provision (benefit) for income taxes consists of the following:
(In millions)2014 2013 20122017 2016 2015
Current: Domestic - Federal$22.2
 $36.4
 $21.8
$28.7
 $36.4
 $43.6
Domestic - State4.6
 5.2
 2.0
2.3
 6.4
 6.3
Foreign4.8
 3.9
 6.0
11.1
 6.3
 6.1
31.6
 45.5
 29.8
42.1
 49.1
 56.0
Deferred: Domestic - Federal(43.6) (14.9) 11.2
9.2
 7.5
 (5.9)
Domestic - State(5.6) (1.4) 1.4
2.8
 0.2
 (0.6)
Foreign(3.6) (0.3) 1.9
1.0
 2.7
 (2.3)
(52.8) (16.6) 14.5
13.0
 10.4
 (8.8)
Total income tax provision$(21.2) $28.9
 $44.3
$55.1
 $59.5
 $47.2


- 63-



The following table represents a reconciliation of income taxes at the United States statutory rate with the effective tax rate as follows:
(In millions) 2014 2013 2012 2017 2016 2015
Income taxes computed at the United States Statutory rate of 35% $(15.2) $34.0
 $41.8
 $62.2
 $68.8
 $50.8
Increase (decrease) in taxes resulting from: 
 
 
      
Change in unrecognized tax benefits 0.4
 0.1
 (0.3)
Foreign statutory rate differences (0.9) (1.9) (1.2) (5.7) (4.3) (1.0)
Meals and entertainment 1.0
 0.8
 0.8
Manufacturing deduction under the American Jobs Creation Act of 2004 (3.9) (4.0) (2.9) (3.4) (4.8) (4.8)
State taxes (0.9) 2.5
 3.0
 3.8
 5.2
 4.2
Repatriated earnings and related foreign tax credits (0.3) (0.6) (0.2)
Tax on undistributed foreign earnings 
 
 (3.9)
United Kingdom patent box deduction for research and development (2.6) (1.7) (0.3)
Sale of manufacturing facility in the United Kingdom 
 (1.6) 
Other, net (1.4) (2.0) 3.3
 0.8
 (2.1) 2.2
Income tax expense (benefit) $(21.2) $28.9
 $44.3
Income tax expense $55.1
 $59.5
 $47.2
Effective tax rate 48.9% 29.8% 37.1% 31.1% 30.3% 32.6%



The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016, are as follows:
(In millions) 2014 2013 2017 2016
Deferred tax assets:        
Compensation-related accruals $19.5
 $17.7
 $22.7
 $23.2
Accrued pension and post-retirement benefit obligations 9.7
 19.4
 10.9
 9.2
Deferred revenue 5.3
 5.6
Inventory related 3.7
 2.7
 4.1
 3.8
Reserves for uncollectible accounts and notes receivable 1.5
 1.8
 1.0
 1.2
Other reserves and accruals 4.6
 3.9
 6.1
 3.0
Warranty 8.5
 8.2
 17.0
 15.7
State and local tax net operating loss carryforwards 3.2
 3.0
State and local tax net operating loss carryforwards and credits 2.7
 5.7
Federal net operating loss carryforward 0.1
 0.2
 5.0
 7.1
State credits 0.2
 0.6
Foreign tax net operating loss carryforwards 9.9
 9.2
Foreign tax credits 0.1
 0.1
Foreign capital loss carryforward 0.1
 0.1
Financing costs 1.2
 2.1
Foreign tax net operating loss carryforwards and credits 10.0
 14.6
Accrued step rent and tenant reimbursements 4.7
 1.9
Other 3.4
 3.6
 4.2
 2.8
Subtotal 65.7
 72.6
 93.7
 93.8
Valuation allowance (8.5) (9.9) (10.0) (10.6)
Total $57.2
 $62.7
 $83.7
 $83.2
        
Deferred tax liabilities:        
Book basis in property in excess of tax basis $(14.7) $(16.5) $(37.4) $(24.8)
Intangible assets (18.1) (20.5) (47.3) (47.4)
Other (2.4) (2.9) (3.2) (2.2)
Total $(35.2) $(39.9) $(87.9) $(74.4)
The future tax benefits of net operating loss (NOL) carry-forwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. The company bases this determination on the expectation that related operations will be sufficiently profitable or various tax planning strategies will enable the company to utilize the NOL carry-forwards and/or foreign tax credits. To the extent that available evidence about the future raises doubt about the realization of these tax benefits, a valuation allowance is established.

At May 31, 2014June 3, 2017, the company had state and local tax NOL carry-forwards of $49.0$36.0 million,, the state tax benefit of which is $3.2was $2.2 million,, which have various expiration periods from one2 to twenty-one21 years. The company also had state credits with a state tax benefit of $0.20.5 million, which expire in one3 to two6 years. For financial statement purposes, the NOL carry-forwards and state tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $1.7 million.$1.5 million.

- 64-




At May 31, 2014June 3, 2017, the company had a federal NOL carry-forwardcarry-forwards of $0.3$14.2 million,, the tax benefit of which is $0.1was $5.0 million,, which expiresexpire in fourteen 12years. For financial statement purposes, the NOL carry-forward hascarry-forwards have been recognized as a deferred tax asset.assets.

At May 31, 2014,June 3, 2017, the company had a foreign capital loss carry-forwardfederal deferred assets of $0.3$2.0 million,, the tax benefit of which is $0.1$0.7 million,, which has an expiration period of an unlimited term.is related to investments in various foreign joint ventures. For financial statement purposes, the capital loss carry-forward hasassets have been recognized as a deferred tax asset,assets, subject to a valuation allowance of $0.1 million.$0.7 million.

At May 31, 2014June 3, 2017, the company had foreign net operating loss carry-forwards of $41.1$43.6 million,, the tax benefit of which is $9.9$9.9 million,, which have expiration periods from five11 years to an unlimited term. The company also had foreign tax credits with a tax benefit of $0.1$0.1 million which expire in two to six3 years. For financial statement purposes, NOL carry-forwards and foreign tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $5.4 million.$7.4 million.

At May 31, 2014June 3, 2017, the company had foreign deferred assets of $6.5$2.3 million,, the tax benefit of which is $1.3$0.4 million,, which is primarily related to financing costs.various deferred taxes in Hong Kong and buildings in the United Kingdom. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $1.3 million.$0.4 million.

The company has not provided for United States income taxes on undistributed earnings of foreign subsidiaries totaling approximately $67.5 million.$135.0 million. Recording deferred income taxes on these undistributed earnings is not required, because these earnings have been deemed to be permanentlyindefinitely reinvested. These amounts would be subject to possible U.S. taxation only if remitted as dividends. The determination of the hypothetical amount of unrecognized deferred U.S. taxes on undistributed earnings of foreign entities is not practicable.



The components of the company's unrecognized tax benefits are as follows:
(In millions)    
Balance at June 2, 2012 $1.3
Balance at May 30, 2015 $1.8
Increases related to current year income tax positions 0.4
 0.4
Increases related to prior year income tax positions 
 0.1
Decreases related to prior year income tax positions (0.1) (0.1)
Decreases related to lapse of applicable statute of limitations (0.2) (0.1)
Decreases related to settlements 
 (0.4)
Balance at June 1, 2013 1.4
Balance at May 28, 2016 1.7
Increases related to current year income tax positions 0.5
 0.3
Increases related to prior year income tax positions 
 1.1
Decreases related to prior year income tax positions 
 (0.1)
Decreases related to lapse of applicable statute of limitations (0.1) (0.1)
Decreases related to settlements 
 (0.1)
Balance at May 31, 2014 $1.8
Balance at June 3, 2017 $2.8

The company's effective tax rate would have been affected by the total amount of unrecognized tax benefits had this amount been recognized as a reduction to income tax expense.

The company recognizes interest and penalties related to unrecognized tax benefits through "IncomeIncome tax expense (benefit)" in its Consolidated Statements of Comprehensive Income. Interest and penalties and the related liability, which are excluded from the table above, were as follows for the periods indicated:
(In millions)May 31, 2014 June 1, 2013 June 2, 2012June 3, 2017 May 28, 2016 May 30, 2015
Interest and penalty expense$0.2
 $
 $
Interest and penalty expense (income)$0.2
 $(0.1) $0.4
          
Liability for interest and penalties$0.6
 $0.4
  $0.8
 $0.7
 

The company is subject to periodic audits by domestic and foreign tax authorities. Currently, the company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of new positions that may be taken on income tax returns, settlement of tax positions and the closing of statutes of limitation. It is not expected that any of the changes will be material to the company's Consolidated Statements of Comprehensive Income.


- 65-



During the year, the company has closed the audit of fiscal year 20132016 with the Internal Revenue Service under the Compliance Assurance Process (CAP). For the majority of the remaining tax jurisdictions, the company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2011.2014.

11. Fair Value of Financial Instruments
The company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, redeemable noncontrolling interests and foreign currency exchange contracts. The company's estimates of fair value for financial instruments, other than marketable securities, approximate their carrying amounts aslong-term debt, are recorded at fair value. The fair value of May 31, 2014 and June 1, 2013fixed rate debt was based on third-party quotes (Level 2). The carrying value and fair value of the company's long-term debt, including current maturities, is as follows for the periods indicated:
(In millions) May 31, 2014 June 1, 2013 June 3, 2017 May 28, 2016
Carrying value $250.0
 $250.0
 $199.9
 $221.9
Fair value $279.2
 $283.5
 $213.0
 $241.7

The following describes the methods the company uses to estimate the fair value of financial assets and liabilities, of which there have been no significant changes in the current period:

Available-for-sale securities — The company's available-for-sale marketable securities primarily include exchange equity and fixed income mutual funds and government obligations and mortgage-backed securities andobligations. These investments are valuedrecorded at fair value using quoted prices for similar securities.



Foreign currency exchange contracts — The company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by current market-based activity.

Interest rate swap agreement — The company's interest rate swap agreement value is determined using a market approach based on rates obtained from active markets. The interest rate swap agreement is designated as a cash flow hedging instrument.

Deferred compensation plan assets — The company's deferred compensation plan assets primarily include domestic equity large cap and lifestyle mutual funds and are valued using quoted prices for similar securities.

Other — The company's redeemable noncontrolling interests are deemed to be a nonrecurring level 3 fair value measurement. Refer to Note 15 for further information regarding redeemable noncontrolling interests. The purchase price allocation performed to determine fair value of the underlying assets and liabilities associated with the equity investment in Naughtone utilized nonrecurring level 3 fair value measurements. Refer to Note 4 for further information regarding the investment in Naughtone. Nonrecurring level 3 fair value measurements were used to determine the fair value of the Nemschoff trade name, which was impaired during fiscal 2017. Refer to Note 16 for further information regarding the Nemschoff trade name impairment. Nonrecurring level 3 fair value measurements were used to determine the fair value of the building and the related financing liability associated with a construction-type lease related to a new DWR studio in Palo Alto, California. Refer to Note 5 for further information related to this lease.  

The following tables set forth financial assets and liabilities measured at fair value in the Consolidated Balance Sheets and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016:
(In millions)Fair Value MeasurementsFair Value Measurements
May 31, 2014 June 1, 2013June 3, 2017 May 28, 2016


Financial Assets
Quoted Prices With Other Observable Inputs
(Level 2)
 
Quoted Prices With Other Observable Inputs
(Level 2)
Quoted Prices With Other Observable Inputs (Level 2)Management Estimates (Level 3) Quoted Prices With Other Observable Inputs (Level 2)Management Estimates (Level 3)
Available-for-sale marketable securities:   
Asset-backed securities$0.4
 $0.8
Corporate debt securities1.2
 1.7
Available-for-sale securities:    
Mutual funds - fixed income$7.7
$
 $6.4
$
Mutual funds - equity0.9

 0.7

Government obligations7.9
 5.1


 0.4

Mortgage-backed securities1.6
 3.2
Foreign currency forward contracts0.2
 0.3
0.5

 0.5

Interest rate swap agreement

3.3

 

Deferred compensation plan6.3
 4.8
12.8

 7.9

Total$17.6
 $15.9
$25.2
$
 $15.9
$
      
Financial Liabilities      
Foreign currency forward contracts$0.1
 $0.3
$0.6
$
 $0.8
$
Contingent consideration
0.5
 
2.7
Total$0.1
 $0.3
$0.6
$0.5
 $0.8
$2.7


The table below presents a reconciliation for liabilities measured at fair value using significant unobservable inputs (Level 3) (in millions):
- 66-

(In millions)    
Contingent Consideration June 3, 2017 May 28, 2016
Beginning balance $2.7
 $2.6
Net realized gains (0.2) 
Foreign currency translation adjustments 
 (0.1)
Settlements (2.0) (2.5)
Purchases or additions 
 2.7
Ending balance $0.5
 $2.7

The contingent consideration liabilities represent future payment obligations that relate to business and product line acquisitions. These payments are based on the future performance of the acquired businesses. The contingent consideration liabilities are valued using estimates based on discount rates that reflect the risk involved and the projected sales and earnings of the acquired businesses. The estimates are updated and the liabilities are adjusted to fair value on a quarterly basis.



The following is a summary of the carrying and market values of the company's marketable securities as of the dates indicated:
 May 31, 2014June 3, 2017 May 28, 2016
(In millions) Cost Unrealized Gain Unrealized Loss Market ValueCost Unrealized Gain Unrealized Loss Market Value Cost Unrealized Gain Unrealized Loss Market Value
Asset-backed securities $0.4
 $
 $
 $0.4
Corporate debt securities 1.2
 
 
 1.2
Mutual funds - fixed income$7.6
 $0.1
 $
 $7.7
 $6.4
 $
 $
 $6.4
Mutual funds - equity0.9
 
 
 0.9
 0.7
 
 
 0.7
Government obligations 7.9
 
 
 7.9

 
 
 
 0.4
 
 
 0.4
Mortgage-backed securities 1.6
 
 
 1.6
Total $11.1
 $
 $
 $11.1
$8.5
 $0.1
 $
 $8.6
 $7.5
 $
 $
 $7.5
        
 June 1, 2013
(In millions) Cost Unrealized Gain Unrealized Loss Market Value
Asset-backed securities $0.8
 $
 $
 $0.8
Corporate debt securities 1.7
 
 
 1.7
Government obligations 5.1
 
 
 5.1
Mortgage-backed securities 3.2
 
 
 3.2
Total $10.8
 $
 $
 $10.8

Adjustments to the fair value of available-for-sale securities are recorded as increases or decreases, net of income taxes, within Accumulated other comprehensive loss in stockholders’ equity. These adjustments are also included within the caption Unrealized holding gain within the Condensed Consolidated Statements of Comprehensive Income. Unrealized gains recognized in the company's Condensed Consolidated Statement of Comprehensive Income related to available-for-sale securities were $0.1 million and zero for the fiscal years ended June 3, 2017 and May 28, 2016, respectively. The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Condensed Consolidated Statements of Comprehensive Income within "Other, net".

The company doesreviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the company's intent to hold the investment and whether it is more likely than not hold any Level 3 financialthat the company will be required to sell the investment before recovery of the cost basis. The company also considers the type of security, related industry and sector performance and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If conditions within individual markets, industry segments or macro-economic environments deteriorate, the company could incur future impairments.

The company views its available-for-sale portfolio as available for use in its current operations. Accordingly, the investments are recorded within Current Assets within the Condensed Consolidated Balance Sheets.

Derivative Instruments and Hedging Activities
Foreign Currency Forward Contracts
The company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. Under this program, the company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to Other current assets for unrealized gains and to Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other expenses (income): Other, net, for both realized and unrealized gains and losses.

MaturitiesThe notional amounts of debt securities includedthe forward contracts held to purchase and sell U.S. dollars in marketable securitiesexchange for other major international currencies were $36.1 million and $64.3 million as of June 3, 2017 and May 31, 201428, 2016, respectively. The notional amounts of the foreign currency forward contracts held to purchase and sell British pound sterling in exchange for other major international currencies were £19.4 million and £31.2 million as of , areJune 3, 2017 and May 28, 2016, respectively. The company also has other forward contracts related to other currency pairs at varying notional amounts.

Interest Rate Swaps
During the fiscal year ended June 3, 2017, the company entered into an interest rate swap agreement with an aggregate notional amount of $150.0 million, a forward start date of January 3, 2018 and a termination date of January 3, 2028. The company expects to borrow on its variable rate LIBOR-based revolving credit facility in order to pay off the existing $150.0 million of Series B Senior Notes. The interest rate swap is expected to be utilized to effectively convert the $150.0 million of outstanding indebtedness from a LIBOR-based floating interest rate, plus applicable margin, to a 1.949 percent fixed interest rate plus applicable margin under the agreement as follows:of the forward start date.





The company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The company's interest rate swap agreement was entered into to exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest expense.

The interest rate swap was a designated cash flow hedge at inception and remains an effective accounting hedge as of June 3, 2017. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statement of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivative is immediately recognized in earnings. The interest rate swap agreement is assessed for hedge effectiveness on a quarterly basis.

Effects of Derivatives on the Financial Statements
The effects of derivatives on the consolidated financial statements were as follows for the fiscal years ended 2017 and 2016 (amounts presented exclude any income tax effects):
(In millions) Cost 
Market
Value
Due within one year $2.9
 $2.9
Due after one year through five years 8.1
 8.1
Due after five years 0.1
 0.1
Total $11.1
 $11.1
(In millions)Balance Sheet Location June 3, 2017 May 28, 2016
Designated derivatives:     
Interest rate swapLong-term assets: Other assets $3.3
 $
Non-designated derivatives:     
Foreign currency forward contractsCurrent assets: Other $0.5
 $0.5
Foreign currency forward contractsCurrent liabilities: Other accrued liabilities $0.6
 $0.8


- 67-



12. Supplemental Disclosures of Cash Flow Information
The following table presents the adjustments to reconcile net earnings to net cash provided by operating activities:
(In millions) 2014 2013 2012
       
Depreciation expense $37.8
 $34.4
 $34.4
Amortization expense 4.6
 3.1
 2.8
Provision for losses on accounts receivable and notes receivable 1.0
 0.6
 1.6
(Gain) Loss on sales of property and dealers (1.7) 0.8
 0.9
Deferred income tax expense (benefit) (52.8) (16.6) 14.5
Pension expense 115.4
 31.9
 8.8
Restructuring and impairment expenses 26.2
 1.2
 5.4
Stock-based compensation 11.0
 8.1
 6.0
Excess tax benefits from stock-based compensation (1.1) (0.3) 0.1
Other changes in long-term liabilities (8.5) (9.2) (66.5)
Other 1.5
 (2.9) (1.9)
Changes in current assets and liabilities:      
Decrease (increase) in assets:      
Accounts receivable (26.7) (7.7) 17.5
Inventories (2.2) (4.6) 0.2
Prepaid expenses and other (3.2) 9.3
 2.7
Increase (decrease) in liabilities:      
Accounts payable 2.6
 6.0
 4.8
Accrued liabilities 8.3
 14.2
 (16.4)
Total changes in current assets and liabilities (21.2) 17.2
 8.8
Total adjustments $112.2
 $68.3
 $14.9
(In millions)  Fiscal Year
 Statement of Comprehensive Income Location June 3, 2017 May 28, 2016 May 30, 2015
Gain recognized on foreign currency forward contractsOther expenses (income): Other, net $(1.2) $(0.7) $(2.1)

The gain recorded, net of income taxes, in Other comprehensive loss for the effective portion of designated derivatives was as follows for the periods presented below:
(In millions) Fiscal Year
  June 3, 2017 May 28, 2016 May 30, 2015
Interest rate swap $2.1
 $
 $

For fiscal 2017, 2016 and 2015, there were zero gains or losses recognized against earnings for hedge ineffectiveness and zero gains or losses reclassified from Accumulated other comprehensive loss into earnings. The company expects zero to be reclassified from Accumulated other comprehensive loss to earnings, in the next fiscal year, related to the interest rate swap.

13.12. Warranties, Guarantees and Contingencies

Product Warranties
The company provides warranty coverage to the end-user for parts and labor on products sold.sold under its warranty policy and for other product-related matters. The standard length of warranty is 12 years, however,years. However, this varies depending on the product classification. The company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the company's warranty program. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction.

Changes in the warranty reserve for the stated periods were as follows:
(In millions) 2014 2013 2012 2017 2016 2015
Accrual balance, beginning $24.8
 $22.2
 $17.0
 $43.9
 $39.3
 $37.7
Accrual for warranty matters 20.2
 23.3
 24.9
 22.8
 25.5
 25.0
Change in estimate 
 
 5.0
Settlements (19.8) (20.7) (24.7) (19.0) (20.9) (23.4)
Accrual balance, ending $25.2
 $24.8
 $22.2
 $47.7
 $43.9
 $39.3



Other Guarantees
The company is periodically required to provide performance bonds in order to conduct business with certain customers. These arrangements are common and generally have terms ranging between one and three years. The bonds are required to provide assurances to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The performance bonds are provided by various bonding agencies and the company is ultimately liable for claims that may occur against them. As of May 31, 2014June 3, 2017, the company had a maximum financial exposure related to performance bonds of approximately $7.5 million.$9.7 million. The company has no history

- 68-



of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materiallysignificantly affect the company's financial statements. Accordingly, no liability has been recorded as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016.

The company periodically enters into agreements in the normal course of business that may include indemnification clauses regarding patent/patent or trademark infringement and service losses. Service losses represent all direct or consequential loss, liability, damages, costs and expenses incurred by the customer or others resulting from services rendered by the company, the dealer, or certain sub-contractors, due to a proven negligent act. The company has no history of claims, nor is it aware of circumstances that would require it to perform under these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materiallysignificantly affect the company's financial statements. Accordingly, no liability has been recorded as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016.

The company has entered into standby letter of credit arrangements for the purpose of protecting various insurance companies and lessors against default on the payment of certain premiumsinsurance premium and claims. A majority of these arrangements are related to the company's wholly-owned captive insurance company.lease payments. As of May 31, 2014,June 3, 2017, the company had a maximum financial exposure from these insurance-related standby letters of credit of approximately $4.9$8.3 million,. all of which is considered usage against the company's revolving credit facility. The company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materiallysignificantly affect the company's financial statements.statements. Accordingly, no liability has been recorded as of May 31, 2014June 3, 2017 and June 1, 2013May 28, 2016.

Contingencies
The company leases a facility in the United Kingdom under an agreement that expired in June 2011 and the company is currently leasing the facility on a month to month basis. Under the terms of the lease, the company is required to perform the maintenance and repairs necessary to address the general dilapidation of the facility over the lease term. The ultimate cost of this provision to the company is dependent on a number of factors including, but not limited to, the future use of the facility by the lessor and whether the company chooses and is permitted to renew the lease term. The company has estimated the cost of these maintenance and repairs to be between $0 million and $3.0 million, depending on the outcome of future plans and negotiations. Based on existing circumstances, it is estimated that these costs will most likely approximate $1.5 million as of May 31, 2014, and was estimated to be $1.3 million as of June 1, 2013. As a result, these amounts have been recorded as a liability reflected under the caption “Accrued liabilities” for fiscal 2014 and fiscal 2013 in the Consolidated Balance Sheets.

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

As of the end of fiscal 2014,2017, outstanding commitments for future purchase obligations approximated $54.2$45.4 million.

On July 25, 2014, the company's Nemschoff subsidiary received observations from an inspection by the Food and Drug Administration (“FDA”) at its manufacturing facility. The company will provide a written response to the FDA within 15 days of receipt of the observations.  Following the written response the company will have discussions with the FDA District Office regarding the observations to further determine the scope and remedy for the observations.  At this time no estimate of potential impact on the consolidated financial statements related to these observations can be made.   

14.13. Operating Segments


The company's reportable segments consist of North American Furniture Solutions, ELA ("EMEA, Latin America, and Asia Pacific") Furniture Solutions, and Specialty and Consumer. The North American Furniture Solutions reportable segment 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 business associated with the company's owned contract furniture dealers is also included in the North American Furniture Solutions reportable segment.

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

The Specialty and Consumer reportable segment includes the operations associated with the design, manufacture, and sale of high-endhigh-craft furniture products and textiles including Geiger wood products, Maharam textiles, and Herman Miller Collection productsproducts. The Consumer segment includes the operations associated with the sale of modern design furnishings and the company's North Americanaccessories to third party retail distributors, as well as direct to consumer business.

sales through eCommerce and DWR studios. The company also reports a “Corporate”Corporate category consisting primarily of unallocated corporate expenses including restructuringacquisition-related costs and impairmentother unallocated corporate costs.

- 69-




Subsequent to the end of fiscal 2017, the company implemented an organizational change that will result in the Nemschoff subsidiary joining the Specialty operating segment rather than the North American Furniture Solutions segment. Beginning in the first quarter of fiscal 2018, the company will recast the results of the Specialty segment to include the results of the Nemschoff subsidiary.



The performance of the operating segments is evaluated by the company's management using various financial measures. The following is a summary of certain key financial measures for the respective fiscal years indicated:
(In millions) 2014 2013 2012 2017 2016 2015
            
Net Sales:            
North American Furniture Solutions $1,216.3
 $1,221.9
 $1,218.5
 $1,342.2
 $1,331.8
 $1,241.9
ELA Furniture Solutions 392.2
 377.3
 347.3
 385.5
 412.6
 409.9
Specialty and Consumer 273.5
 175.7
 158.3
Specialty 232.4
 231.8
 219.9
Consumer 318.1
 288.7
 270.5
Corporate 
 
 
 
 
 
Total $1,882.0
 $1,774.9
 $1,724.1
 $2,278.2
 $2,264.9
 $2,142.2
            
Depreciation and Amortization:            
North American Furniture Solutions $26.8
 $28.0
 $31.7
 $32.0
 $27.9
 $26.5
ELA Furniture Solutions 7.6
 6.6
 3.7
 8.8
 8.5
 8.2
Specialty and Consumer 8.0
 2.9
 1.8
Specialty 7.5
 7.4
 7.4
Consumer 10.2
 8.6
 7.3
Corporate 
 
 
 0.4
 0.6
 0.4
Total $42.4
 $37.5
 $37.2
 $58.9
 $53.0
 $49.8
            
Operating Earnings (Losses):            
North American Furniture Solutions $(27.0) $76.6
 $96.9
 $137.7
 $152.0
 $125.2
ELA Furniture Solutions 23.1
 24.7
 32.1
 30.8
 35.3
 25.9
Specialty and Consumer 4.6
 15.4
 15.1
Specialty 17.7
 16.4
 13.5
Consumer 5.3
 8.1
 14.7
Corporate (26.4) (1.8) (6.5) (0.7) (0.3) (15.9)
Total $(25.7) $114.9
 $137.6
 $190.8
 $211.5
 $163.4
            
Capital Expenditures:            
North American Furniture Solutions $28.9
 $33.6
 $20.3
 $47.1
 $56.8
 $31.7
ELA Furniture Solutions 6.4
 15.9
 3.3
 8.5
 15.0
 20.3
Specialty and Consumer 5.5
 0.7
 4.9
Specialty 9.7
 3.1
 3.7
Consumer 22.0
 10.2
 7.9
Corporate 
 
 
 
 
 
Total $40.8
 $50.2
 $28.5
 $87.3
 $85.1
 $63.6
            
Total Assets:            
North American Furniture Solutions $457.0
 $427.8
 $389.2
 $533.6
 $531.7
 $504.5
ELA Furniture Solutions 244.8
 250.9
 231.5
 230.3
 218.4
 235.4
Specialty and Consumer 176.5
 174.3
 36.5
Specialty 157.9
 147.3
 151.6
Consumer 276.4
 245.3
 231.8
Corporate 112.6
 93.5
 181.9
 108.1
 92.5
 69.4
Total $990.9
 $946.5
 $839.1
 $1,306.3
 $1,235.2
 $1,192.7
            
Goodwill:            
North American Furniture Solutions $135.8
 $136.1
 $104.9
 $135.8
 $135.8
 $135.8
ELA Furniture Solutions 42.6
 41.1
 40.5
 40.1
 40.9
 41.9
Specialty and Consumer 49.8
 49.8
 1.0
Specialty 49.8
 49.8
 49.8
Consumer 78.8
 78.8
 75.6
Corporate 
 
 
 
 
 
Total $228.2
 $227.0
 $146.4
 $304.5
 $305.3
 $303.1
The accounting policies of the reportable operating segments are the same as those of the company. Additionally, the company employs a methodology for allocating corporate costs and assets with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources and to allocate corporate assets according to the relative expected benefit. The majority of the allocations for corporate expenses are based on relative net sales. However, certain corporate costs, generally considered the result of isolated business decisions, are not subject to allocation and are evaluated separately from the rest of the regular ongoing business operations. For example, restructuring and impairment expenses that are reflected in operating earnings are allocated to the “Corporate” category. In addition, cash and cash equivalents and marketable securities are allocated to the “Corporate” category as the company views these as corporate assets.


- 70-



The restructuring and asset impairment charges of $26.5 million, $1.2 million, and $5.4 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively are discussed in Note 16 of the Consolidated Financial Statements and were allocated to the “Corporate” category.

The company's product offerings consist primarily of office furniture systems, seating, freestanding furniture, storage and casegoods. These product offerings are marketed, distributed and managed primarily as a group of similar products on an overall portfolio basis. The following is a summary of net sales estimated by product category for the respective fiscal years indicated. Given that formal product line information is not available for the company as a whole, this summary is intended to represent a reasonable estimate of net sales by product category based on the best information available.
(In millions) 2014 2013 2012 2017 2016 2015
Net Sales:            
Systems $571.6
 $572.9
 $549.5
 $639.0
 $656.8
 $563.4
Seating 658.2
 609.8
 619.8
 894.8
 855.5
 805.5
Freestanding and storage 386.4
 395.0
 334.3
 428.8
 456.9
 484.1
Other (1)
 265.8
 197.2
 220.5
 315.6
 295.7
 289.2
Total $1,882.0
 $1,774.9
 $1,724.1
 $2,278.2
 $2,264.9
 $2,142.2

(1) “Other” primarily consists of textiles or uncategorized product sales and service sales.
 
Sales by geographic area are based on the location of the customer. Long-lived assets consist of long-term assets of the company, excluding financial instruments, deferred tax assets and long-term intangibles. The following is a summary of geographic information for the respective fiscal years indicated. Individual foreign country information is not provided as none of the individual foreign countries in which the company operates are considered material for separate disclosure based on quantitative and qualitative considerations.
(In millions) 2014 2013 2012 2017 2016 2015
Net Sales:            
United States $1,406.3
 $1,291.5
 $1,271.9
 $1,690.1
 $1,757.0
 $1,640.6
International 475.7
 483.4
 452.2
 588.1
 507.9
 501.6
Total $1,882.0
 $1,774.9
 $1,724.1
 $2,278.2
 $2,264.9
 $2,142.2
(In millions) 2014 2013 2012 2017 2016 2015
Long-lived assets:            
United States $177.0
 $169.2
 $146.4
 $328.6
 $254.8
 $224.2
International 35.4
 29.8
 18.1
 45.3
 48.1
 53.8
Total $212.4
 $199.0
 $164.5
 $373.9
 $302.9
 $278.0

It is estimatedThe company estimates that no single dealer accounted for more than 5 percent of thethe company's net sales in the fiscal year ended May 31, 2014. It is also estimatedJune 3, 2017. The company estimates that theits largest single end-user customer the U.S. federal government, accounted for approximately $102$102 million, or 5 percent $88 million and $97 million of the company's net sales in fiscal 20142017, 2016 and 2015, respectively. This represents approximately 5 percent, 4 percent and 5 percent of the company's net sales. These sales are recorded within the North American Furniture Solutions reportable segment.in fiscal 2017, 2016 and 2015, respectively.

Approximately 8.015 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 NingboDongguan subsidiaries.


- 71-




15.14. Accumulated Other Comprehensive Loss


The following table provides an analysis of the changes in accumulated other comprehensive loss for the years ended June 3, 2017, May 31, 201428, 2016 and June 1, 2013:May 30, 2015:
 Year EndedYear Ended
(In millions) May 31, 2014 June 1, 2013 June 2, 2012June 3, 2017 May 28, 2016 May 30, 2015
Cumulative translation adjustments at beginning of period (14.0) (13.0) (5.9)$(29.6) $(20.8) $(11.1)
Translation adjustments 2.9
 (1.0) (7.1)
Translation adjustments (net of tax of $ - , ($0.3) and $0.3)(7.2) (8.8) (9.7)
Balance at end of period (11.1) (14.0) (13.0)(36.8) (29.6) (20.8)
Pension and other post-retirement benefit plans at beginning of period (110.3) (127.6) (98.3)(34.9) (35.4) (26.8)
Adjustments to pension and other post-retirement benefit plans (3.1) 0.5
 
Reclassification to earnings - cost of sales (net of tax $(15.8), $(1.0), $3.5) 27.6
 1.8
 (8.5)
Reclassification to earnings - operating expenses (net of tax $(35.1), $(7.8), $8.7) 59.0
 15.0
 (20.8)
Adjustments to pension and other post-retirement benefit plans (net of tax of $3.7, ($0.7) and $2.6)(14.5) (2.0) (10.0)
Reclassification to earnings - operating expenses (net of tax of ($0.4), ($0.7) and ($0.4))1.8
 2.5
 1.4
Balance at end of period(47.6) (34.9) (35.4)
Interest rate swap agreement at beginning of period
 
 
Valuation adjustments (net of tax of ($1.2), $ - and $ -)2.1
 
 
Balance at end of period2.1
 
 
Available-for-sale Securities at beginning of period
 
 
Unrealized holding gain (net of tax of $ - , $ - and $ -)0.1
 
 
Balance at end of period (26.8) (110.3) (127.6)0.1
 
 
Total accumulated other comprehensive loss (37.9) (124.3) (140.6)$(82.2) $(64.5) $(56.2)

15. Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are reported on the Consolidated Balance Sheets in mezzanine equity within the caption Redeemable noncontrolling interests. The company recognizes changes to the redemption value of redeemable noncontrolling interests as they occur and adjusts the carrying value to equal the redemption value at the end of each reporting period subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The redemption amounts have been estimated based on the fair value of the subsidiary, determined based on a weighting of the discounted cash flow and market methods. This represents a level 3 fair value measurement.

Changes in the company’s Redeemable noncontrolling interests for the years ended June 3, 2017 and May 28, 2016 are as follows:
  Year Ended
(In millions) June 3, 2017 May 28, 2016
Balance at beginning of period $27.0
 $30.4
Purchase of redeemable noncontrolling interests (1.5) 
Net income attributable to redeemable noncontrolling interests 0.2
 0.5
Redemption value adjustment (1.2) (4.0)
Other adjustments 0.1
 0.1
Balance at end of period $24.6
 $27.0

16. Restructuring and Impairment Activities

20142017 Restructuring and Impairment Charges
The company recognized asset impairment expensesexpense totaling $21.4$7.1 million associated with the Nemschoff and POSH trade name intangibles for the fiscal year 2014.2017. Forecasts developed during the fourth quarter of fiscal 2017 indicated future revenue and profitability no longer supported the value of the trade name intangible asset. The company also recognized restructuring expenses of $1.1$5.4 million related to targeted workforce reductions within the North America, ELA, Specialty and Consumer segments. The restructuring actions were deemed to be complete at June 3, 2017 and final payments are expected to be made over the course of the next fiscal year. These charges have been reflected separately as "Restructuring and impairment expenses" in the Consolidated Statements of Comprehensive Income and are included within Operating earnings for the North America, ELA, Specialty and Consumer segments within segment reporting in Note 13.


The following table provides an analysis of the changes in restructuring costs reserve for the fiscal year ended June 3, 2017:
  Year Ended
(In millions) June 3, 2017
Beginning Balance $0.4
Restructuring expenses 5.4
Payments (3.4)
Ending Balance $2.4

2015 Restructuring and Impairment Charges
The company recognized asset impairment expense totaling $10.8 million associated with the POSH trade name for the fiscal year 2015. Although profitability associated with the POSH trade name increased as compared to the prior year, forecasts developed during the fourth quarter of fiscal 2015 indicated that future revenue and profitability no longer supported the value of the trade name intangible asset.

The company also recognized restructuring expenses of $1.9 million during the third quarter of fiscal 2014. This restructuring charge was2015 related to actions taken to improve the efficiency oftargeted workforce reductions within the North American sales and distribution channel and Geiger manufacturing operations.segment. These actions focused primarily on targeted workforce reductions.

Due to the acquisition of a manufacturing and distribution operation in Dongguan, Chinaresulted in the second quarterrecognition of 2014, the company has decided not to pursue the construction of a new manufacturing and distribution facility on property that it previously acquired in Ningbo, China. In connection with this decision, the company evaluated the fair value of this property and recorded an asset impairment of $4.0 million during the second quarter. This impairment charge was recorded to the "Restructuring and impairment expenses" line item within the Consolidated Statements of Comprehensive Income. The impairment charge is included within the "Corporate" category within the segment reporting.

2012 Plan
In May 2012, the company announced a plan ("The 2012 Plan") to consolidate the Nemschoff manufacturing operations in Sheboygan, Wisconsin with the closure of the Sioux City, Iowa seating plant. The 2012 plan also included the consolidation of the Sheboygan manufacturing sites into one location. This plan reduced fixed costs and operating expenses in order to improve operating performance, profitability and further enhance productivity. This Plan reduced our workforce in North America, by approximately 70 employees. No additional restructuring expenses are anticipated in future periods for the 2012 Plan.

- 72-



2012 Action Plan      
(In millions) 
Total Plan
Costs
 Severance and Outplacement Costs Building Impairment Costs
Balance as of May 28, 2011 $
 $
 $
Restructuring and impairment expenses 1.6
 0.2
 1.4
Cash payments (0.1) 
 (0.1)
Adjustments (1.3) 
 (1.3)
Balance as of June 2, 2012 0.2
 0.2
 
Restructuring and impairment expenses 1.2
 0.3
 0.9
Cash payments (1.0) (0.5) (0.5)
Adjustments (0.2) 
 (0.2)
Balance as of June 1, 2013 $0.2
 $
 $0.2
Cash payments $(0.2) $
 $(0.2)
Balance as of May 31, 2014 $
 $
 $

In addition to the restructuring expenses noted above, the company recorded an impairment of certain assets for fiscal 2012 totaling $3.8 million. These assets were related to productsseverance and trade names that we determined had no future revenue stream to the company.outplacement costs.

These charges have been reflected separately as "Restructuring and impairment expenses" in the Consolidated Statements of Comprehensive Income. The impairment and restructuring charges described above are recorded in the "Restructuring and impairment expenses" line in the Consolidated Statements of Comprehensive Income and are included in the "Corporate" categoryCorporate segment within the segment reporting within Note 14 .13.

17. Subsequent Event
On June 12, 2017, the company entered into an interest rate swap agreement (“Swap Transaction”) to manage its exposure to fluctuations in variable interest rates. The Swap Transaction is for an aggregate notional amount of $75.0 million with a forward start date of January 3, 2018 and a termination date of January 3, 2028.

On July 25, 2017, the company made a voluntary contribution of $12.0 million to the plan assets of the international pension benefit plan, which will result in a reduction to the reported unfunded status of the international pension benefit plan in the next fiscal year.

On July 31, 2017, the company sold a branch of its wholly-owned, multi-location, contract furniture dealership in Canada. As a result of the transaction, the company received an initial payment of approximately $2 million at closing. This payment excluded the purchase consideration related to the value of accounts receivable of the divested dealership, which will be paid by the buyer in the future as such receivables are collected, over a period not to exceed 120 days. The total gain related to the sale is not expected to be material to the company's financial statements. The operations associated with the dealership related to the North American Furniture Solutions segment.

18. Quarterly Financial Data (Unaudited)


Set forth below is a summary of the quarterly operating results on a consolidated basis for the years ended May 31, 2014June 3, 2017, June 1, 2013May 28, 2016, and June 2, 2012May 30, 2015.


(In millions, except per share data)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
2014Net sales$468.1
 $470.5
 $455.9
 $487.5
 
Gross margin (1)
170.0
 118.9
 162.9
 179.1
 Net earnings (loss)22.5
 (80.6) 19.4
 16.6
 
Earnings (loss) per share-basic (1)
0.38
 (1.37) 0.33
 0.28
 
Earnings (loss) per share-diluted (1)
0.38
 (1.37) 0.33
 0.28
         
2013
Net sales (1)
$449.7
 $441.8
 $423.5
 $460.0
 Gross Margin149.7
 148.5
 144.4
 162.6
 
Net earnings (1)
20.0
 8.4
 16.5
 23.4
 
Earnings per share-basic (1)
0.34
 0.14
 0.28
 0.40
 Earnings per share-diluted0.34
 0.14
 0.28
 0.40
         
2012
Net sales (1)
$458.1
 $445.6
 $399.8
 $420.7
 
Gross margin (1)
154.3
 152.1
 134.2
 150.1
 
Net earnings (1)
24.6
 23.7
 14.9
 11.9
 
Earnings per share-basic (1)
0.42
 0.41
 0.26
 0.21
 Earnings per share-diluted0.42
 0.41
 0.26
 0.20
(In millions, except per share data)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
2017Net sales$598.6
 $577.5
 $524.9
 $577.2
 
Gross margin (1)
230.0
 218.0
 195.5
 220.9
 Net earnings attributable to Herman Miller, Inc.36.3
 31.7
 22.5
 33.4
 
Earnings per share-basic (1)
0.61
 0.53
 0.38
 0.56
 Earnings per share-diluted0.60
 0.53
 0.37
 0.55
         
2016Net sales$565.4
 $580.4
 $536.5
 $582.6
 Gross Margin216.8
 224.4
 207.8
 225.2
 
Net earnings attributable to Herman Miller, Inc. (1)
33.5
 34.7
 27.9
 40.7
 Earnings per share-basic0.56
 0.58
 0.46
 0.68
 Earnings per share-diluted0.56
 0.57
 0.46
 0.67
         
2015Net sales$509.7
 $565.4
 $516.4
 $550.7
 Gross margin185.6
 205.7
 190.5
 209.6
 
Net earnings attributable to Herman Miller, Inc. (1)
25.2
 27.8
 21.0
 23.4
 Earnings per share-basic0.43
 0.47
 0.35
 0.39
 Earnings per share-diluted0.42
 0.46
 0.35
 0.39
(1) The sum of the quarters does not equal the annual balance reflected in the Consolidated Statements of Comprehensive Income due to rounding associated with the calculations on an individual quarter basis.

- 73-



18. Subsequent Events

Amendment and Restatement of Credit Facility
On July 21, 2014, the company entered into an amendment and restatement of an existing unsecured credit facility (the “Agreement”). The Agreement, which expires on July 21, 2019, provides the company with up to $250 million in revolving variable interest borrowing capacity. In addition, the Agreement includes an “accordion feature” allowing the company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $125 million. Amounts borrowed under the Agreement are subject to variable rates of interest tied to a base rate (either Prime, LIBOR or U.S. Federal Funds) depending on the form of borrowing selected by the company.

Acquisition of Design Within Reach
On July 28, 2014, the company acquired the majority of the outstanding equity of Design Within Reach, Inc. ("DWR”), a Stamford, Connecticut-based, leading North American marketer and seller of modern furniture, lighting and accessories primarily serving consumers and design trade professionals. The Company acquired an ownership interest in DWR equal to approximately 83 percent, for $155 million in cash. An additional payment will be made to DWR public shareholders following their election to tender their shares in exchange for cash. The final cash purchase price will be subject to post-closing adjustments to be determined within 60 days of closing. As a result of the transaction, the Company estimates it will receive future tax benefits with a present value of approximately $10 million. The results of DWR will be included within a newly created "Consumer" reportable segment. This new segment will be comprised of DWR and the company's existing North American consumer business. The company financed the acquisition of DWR using a combination of existing cash and $127 million of borrowings on its available unsecured credit facility. The amount borrowed is subject to an initial rate of interest equal to 3.25% per annum. Immediately following this acquisition, the unused borrowing capacity available to the company under the unsecured credit facility totaled $112.4 million.

- 74-



Management's Report on Internal Control over Financial Reporting


To the Board of Directors and Stockholders of Herman Miller, Inc.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act RuleRules 13a-15(f). The internal control over financial reporting at Herman Miller, Inc., is designed to provide reasonable assurance to our stakeholders that the financial statements of the company fairly represent its financial condition and results of operations.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 31, 2014June 3, 2017, based on the original framework in Internal Control — Integrated Framework (1992(2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes the company's internal control over financial reporting was effective as of May 31, 2014June 3, 2017.

Ernst & Young LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which appears on page 76.is included herein.


/s/ Brian C. Walker
Brian C. Walker
Chief Executive Officer

/s/ Gregory J. BylsmaJeffrey M. Stutz
Gregory J. BylsmaJeffrey M. Stutz
Chief Financial Officer



- 75-




Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting


To the Board of Directors and StockholdersShareholders of Herman Miller, Inc.

We have audited Herman Miller, Inc.'s’s internal control over financial reporting as of May 31, 2014,June 3, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992(2013 framework) (the COSO criteria). Herman Miller, Inc.'s’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management'sManagement’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company'scompany’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Herman Miller, Inc. maintained, in all material respects, effective internal control over financial reporting as of May 31, 2014,June 3, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the fiscal 20142017 consolidated financial statements of Herman Miller, Inc., and our report dated July 29, 2014August 1, 2017 expressed an unqualified opinion thereon.


/s/ Ernst & Young LLP
Grand Rapids, Michigan    
July 29, 2014August 1, 2017


- 76-




Report of Independent Registered Public Accounting Firm on Financial Statements
 

To the Board of Directors and StockholdersShareholders of Herman Miller, Inc.

We have audited the accompanying consolidated balance sheets of Herman Miller, Inc. as of June 3, 2017 and May 31, 2014 and June 1, 2013,28, 2016, and the related consolidated statements of comprehensive income, stockholders'stockholders’ equity and cash flows for each of the three fiscal years in the period ended May 31, 2014.June 3, 2017. These financial statements are the responsibility of the company'sCompany's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Herman Miller, Inc. at June 3, 2017 and May 31, 2014 and June 1, 2013,28, 2016, and the consolidated results of theirits operations and theirits cash flows for each of the three fiscal years in the period ended May 31, 2014,June 3, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Herman Miller, Inc.'s’s internal control over financial reporting as of May 31, 2014,June 3, 2017, based on criteria established in Internal Control - IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992(2013 framework) and our report dated July 29, 2014August 1, 2017 expressed an unqualified opinion thereon.



/s/ Ernst & Young LLP
Grand Rapids, Michigan    
July 29, 2014August 1, 2017


- 77-




Item 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None

Item 9A CONTROLS AND PROCEDURES

(a)
Disclosure Controls and Procedures. Under the supervision and with the participation of management, the company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2014,June 3, 2017 and have concluded that as of that date, the company's disclosure controls and procedures were effective.
(b)
Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm. Refer to Item 8 for “Management's Report on Internal Control Over Financial Reporting.” The effectiveness of the company's internal control over financial reporting has been audited by Ernst and Young LLP, an independent registered accounting firm, as stated in its report included in Item 8.
(c)
Changes in Internal Control Over Financial Reporting. There were no changes in the company's internal control over financial reporting during the fourth quarter ended May 31, 2014,June 3, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B OTHER INFORMATION

None


- 78-




PART III

Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters and Control Persons
Information relating to directors and director nominees of the registrant is contained under the caption “Director and Executive Officer Information” in the company's definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within that section is incorporated by reference. Information relating to Executive Officers of the company is included in Part I hereof entitled “Executive Officers of the Registrant.”

Compliance with Section 16(a) of the Exchange Act
Information relating to compliance with Section 16(a) of the Exchange Act is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the company's definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.

Code of Ethics
The company has adopted a Code of Conduct that serves as the code of ethics for the executive officers and senior financial officers and as the code of business conduct for all directors and employees of the registrant. This code is made available free of charge through the “Investors” section of the company's internet website at www.hermanmiller.com. Any amendments to, or waivers from, a provision of this code also will be posted to the company's internet website.

Corporate Governance
Information relating to the identification of the audit committee, audit committee financial expert,experts, and director nomination procedures of the registrant is contained under the captions “Board Committees” and “Corporate Governance and Board Matters — Director Nominations” in the company's definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Item 11 EXECUTIVE COMPENSATION

Information relating to management remuneration is contained under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination, Death, Disability, Retirement or Change in Control,” “Director Compensation,” “Director Compensation Table,” and “Compensation Committee Interlocks and Insider Participation” in the company's definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference. The information under the caption “Compensation Committee Report” is incorporated by reference, however, such information is not deemed filed with the Commission.

Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The sections entitled “Voting Securities and Principal Stockholders,” “Director and Executive Officer Information,” and “Equity Compensation Plan Information” in the definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning certain relationships and related transactions contained under the captions “Related PersonParty Transactions,” and “Corporate Governance and Board Matters — Determination of Independence of Board Members” in the definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders and the information within these sections is incorporated by reference.

Item 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning the payments to our principal accountants and the services provided by our principal accounting firm set forth under the caption “Disclosure of Fees Paid to Independent Auditors” in the Definitive Proxy Statement, relating to the company's 20142017 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.


- 79-



PART IV

Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a)The following documents are filed as a part of this report: 
     
 1.Financial Statements 
     
 The following Consolidated Financial Statements of the company are included in this Annual Report on Form 10-K on the pages noted:
     
    
Page Number in
this Form 10-K
 Consolidated Statements of Comprehensive Income
 Consolidated Balance Sheets
 Consolidated Statements of Stockholders' Equity
 Consolidated Statements of Cash Flows
 Notes to the Consolidated Financial Statements
 Management's Report on Internal Control over Financial Reporting
 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
 Report of Independent Registered Public Accounting Firm on Financial Statements
   
 2.Financial Statement Schedule 
     
 The following financial statement schedule and related Report of Independent Public Accountants on the Financial Statement Schedule are included in this Annual Report on Form 10-K on the pages noted:
     
    
Page Number in
this Form 10-K
 Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
     
 Schedule II-
Valuation and Qualifying Accounts and Reserves for the Years Ended June 3, 2017, May 31, 2014, June 1, 2013,28, 2016 and June 2, 2012
May 30, 2015
     
 All other schedules required by Form 10-K Annual Report have been omitted because they were not applicable, included in the Notes to the Consolidated Financial Statements, or otherwise not required under instructions contained in Regulation S-X.
     
 3.Exhibits 
     
 Reference is made to the Exhibit Index which is included on pages 84-86.85-86. 
     


- 80-




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HERMAN MILLER, INC.

 
    
 /s/ Jeffrey M. Stutz     
By
Jeffrey M. Stutz

Chief AccountingFinancial Officer
(Principal (Principal Accounting Officer and Duly Authorized Signatory for Registrant)
     

Date:     July 29, 2014August 1, 2017            
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on, July 29, 2014August 1, 2017 by the following persons on behalf of the Registrant in the capacities indicated. Each Director of the Registrant, whose signature appears below, hereby appoints Brian C. Walker as his attorney-in-fact, to sign in his or her name and on his or her behalf, as a Director of the Registrant, and to file with the Commission any and all amendments to this Report on Form 10-K.

  /s//s/ Michael A. Volkema /s/ Lisa Kro 
 
Michael A. Volkema
(Chairman of the Board)
 
Lisa Kro
(Director)
 
     
 /s/ David O. Ulrich /s/ Mary Vermeer Andringa 
 
David O. Ulrich
(Director)
 
Mary Vermeer Andringa
(Director)
 
     
 /s/ Dorothy A. Terrell /s/ James R. Kackley
Dorothy A. Terrell
(Director)
James R. Kackley
(Director)
/s/ David A. Brandon/s/ John R. Hoke III 
 
DavidDorothy A. BrandonTerrell
(Director)
 
John R. Hoke III
(Director)
 
     
 /s/ Douglas D. FrenchDavid A. Brandon /s/ J. Barry Griswell 
 
Douglas D. FrenchDavid A. Brandon
(Director)
 
J. Barry Griswell
(Director)
 
     
 /s/ Heidi ManheimerDouglas D. French /s/ Brian C. Walker 
 Heidi Manheimer
Douglas D. French
(Director)
 
Brian C. Walker
(President, Chief Executive Officer, and Director)
 
     
 /s/ Gregory J. BylsmaHeidi Manheimer /s/ Jeffrey M. Stutz 
 
Gregory J. Bylsma
(Chief Financial Officer)
Heidi Manheimer
(Director)
 
Jeffrey M. Stutz
(Chief Financial Officer and Principal Accounting Officer)
 
/s/ Brenda Freeman
Brenda Freeman (Director)��

- 81-




Report of Independent Registered Public Accounting Firm on Financial Statement Schedule


To the Board of Directors and StockholdersShareholders of Herman Miller, Inc.

We have audited the consolidated financial statements of Herman Miller, Inc. as of June 3, 2017 and May 31, 2014 and June 1, 2013,28, 2016, and for each of the three fiscal years in the period ended May 31, 2014,June 3, 2017, and have issued our report thereon dated July 29, 2014August 1, 2017 (included elsewhere in this Form 10-K)10K). Our audits also included the financial statement schedule listed in Item 15(a) of this Form 10-K. This schedule is the responsibility of the company'sCompany's management. Our responsibility is to express an opinion on this schedule based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.




/s/ Ernst & Young LLP
Grand Rapids, Michigan
July 29, 2014August 1, 2017


- 82-




SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In millions)

Column AColumn B Column C Column D Column EColumn B Column C Column D Column E
DescriptionBalance at beginning of period Charges to expenses or net sales 
Deductions (3)
 Balance at end of periodBalance at beginning of period Charges to expenses or net sales 
Deductions (3)
 Balance at end of period
Year ended May 31, 2014:       
Accounts receivable allowances — uncollectible accounts(1)
$3.9
 $1.0
 $(1.5) $3.4
       
Accounts Receivable allowances — credit memo(2)
$0.5
 $0.1
 $
 $0.6
       
Allowance for possible losses on notes receivable$0.2
 $
 $(0.1) $0.1
       
Valuation allowance for deferred tax asset$9.9
 $(1.8) $0.4
 $8.5
       
Year ended June 1, 2013:       
Accounts receivable allowances — uncollectible accounts(1)
$4.1
 $0.4
 $(0.6) $3.9
       
Accounts Receivable allowances — credit memo(2)
$0.3
 $0.2
 $
 $0.5
       
Allowance for possible losses on notes receivable$0.2
 $
 $
 $0.2
       
Valuation allowance for deferred tax asset$10.3
 $(0.5) $0.1
 $9.9
       
Year ended June 2, 2012:       
Year ended June 3, 2017:       
Accounts receivable allowances — uncollectible accounts(1)
$4.1
 $1.6
 $(1.6) $4.1
$3.4
 $
 $(1.1) $2.3
              
Accounts receivable allowances — credit memo (2)
$0.4
 $
 $(0.1) $0.3
$0.4
 $
 $
 $0.4
              
Allowance for possible losses on notes receivable$0.3
 $
 $(0.1) $0.2
$0.9
 $
 $
 $0.9
              
Valuation allowance for deferred tax asset$11.6
 $(0.7) $(0.6) $10.3
$10.6
 $(0.6) $
 $10.0
       
Year ended May 28, 2016:       
Accounts receivable allowances — uncollectible accounts(1)
$2.4
 $2.3
 $(1.3) $3.4
       
Accounts receivable allowances — credit memo(2)
$0.4
 $
 $
 $0.4
       
Allowance for possible losses on notes receivable$1.0
 $(0.1) $
 $0.9
       
Valuation allowance for deferred tax asset$11.1
 $(1.5) $1.0
 $10.6
       
Year ended May 30, 2015:       
Accounts receivable allowances — uncollectible accounts(1)
$3.4
 $0.9
 $(1.9) $2.4
       
Accounts receivable allowances — credit memo (2)
$0.6
 $
 $(0.2) $0.4
       
Allowance for possible losses on notes receivable$0.1
 $0.9
 $
 $1.0
       
Valuation allowance for deferred tax asset$8.5
 $(0.6) $3.2
 $11.1
(1) Activity under the “Charges to expense or net sales” column are recorded within selling, general and administrative expenses.
(2) Activity under the “Charges to expenses or net sales” column are recorded within net sales.
(3) Represents amounts written off, net of recoveries and other adjustments. Includes effects of foreign translation.

- 83-




EXHIBIT INDEX

 (3)Articles of Incorporation and Bylaws
    
  (a)Restated Articles of Incorporation, dated October 4, 2013.2013, is incorporated by reference from Exhibit 3(a) of Registrant's 2014 Form 10-K Annual Report (Commission File No. 001-15141).
    
  (b)
Amended and Restated Bylaws, dated July 14, 2014.13, 2015, is incorporated by reference from Exhibit 3 of the Registrant's Form 8-K dated July 17, 2015 (Commission File No. 001-15141).
.
 (4)Instruments Defining the Rights of Security Holders
    
  (a)
Specimen copy of Herman Miller, Inc., common stock is incorporated by reference from Exhibit 4(a) of Registrant's 1981 Form 10-K Annual Report.Report (Commission File No. 001-15141).
.
    
  (b)Other instruments which define the rights of holders of long-term debt individually represent debt of less than 10% of total assets. In accordance with item 601(b)(4)(iii)(A) of regulation S-K, the Registrant agrees to furnish to the Commission copies of such agreements upon request.
    
  (c)Dividend Reinvestment Plan for Shareholders of Herman Miller, Inc., dated January 6, 1997, is incorporated by reference from Exhibit 4(d) of the Registrant's 1997 Form 10-K Annual Report.
(10)Material Contracts
(a)Officers' Supplemental Retirement Income Plan is incorporated by reference from Exhibit 10(f) of the Registrant's 1986 Form 10-K Annual Report. *
(b)Officers' Salary Continuation Plan is incorporated by reference from Exhibit 10(g) of the Registrant's 1982 Form 10-K Annual Report.*
(c)Herman Miller, Inc. 2011 Long-Term Incentive Plan is incorporated by reference from Appendix I of the Registrant's Definitive Proxy Statement dated August 30, 2011, filed with the Commission as of August 30, 2011*Report (Commission File No. 000-05813).
    
  (d)Herman Miller, Inc. Amended and Restated Nonemployee Officer and Director Deferred Compensation Stock Purchase Plan, is incorporated by reference from Exhibit 10.3 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 3, 2011. *
(e)Form of Change in Control Agreement of the Registrant, is incorporated by reference from Exhibit 10.1 of the Registrant's Form 10-K dated July 26, 2011.
(f)Herman Miller, Inc. Amended and Restated Key Executive Deferred Compensation Plan, dated January 23, 2006, is incorporated by reference from Exhibit 10.4 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 3, 2011. *
(g)Herman Miller, Inc. Executive Equalization Retirement Plan is incorporated by reference from Exhibit 99.1 of the Registrant's Form 8-K dated July 25, 2007.*
(h)Herman Miller, Inc. Executive Incentive Cash Bonus Plan dated April 24, 2006 is incorporated by reference from Exhibit 10.5 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 3, 2011. *


- 84-



(i)Second Amended and Restated Credit agreement dated as of November 18, 2011 among Herman Miller, Inc. and various lenders, is incorporated by reference from Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended December 1, 2012.
(j)Form of Herman Miller, Inc. Long-Term Incentive Plan Performance Share Award is incorporated by reference from Exhibit 99.2 of the Registrant's Form 8-K dated July 24, 2008. *
(k)Form of Herman Miller, Inc., Long-Term Incentive Plan Stock Option Agreement is incorporated by reference from Exhibit 99.1 of the Registrants Form 8-K dated July 23, 2012.*
(l)Form of Herman Miller, Inc., Long-Term Incentive Restricted Stock Unit Award is incorporated by reference from Exhibit 99.2 of the Registrants Form 8-K dated July 23, 2012.*
(m)Form of Herman Miller, Inc., Long-Term Incentive Performance Stock Unit EBITDA Award is incorporated by reference from Exhibit 99.3 of the Registrants Form 8-K dated July 23, 2012.*
(n)Third Amended and Restated Credit agreement dated as of July 21, 2014 among Herman Miller, Inc. and various lenders is incorporated by reference from Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated July 22, 2014.2014 (Commission File No. 001-15141).
(10)Material Contracts
(a)
Herman Miller, Inc. 2011 Long-Term Incentive Plan is incorporated by reference from Appendix I of the Registrant's Definitive Proxy Statement dated August 26, 2014, as amended, filed with the Commission as of August 26, 2014 (Commission File No. 001-15141). (1)
(b)
Herman Miller, Inc. Nonemployee Officer and Director Deferred Compensation Plan is incorporated by reference to Exhibit 10(b) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
(c)Form of Change in Control Agreement of the Registrant and James E. Christenson.
(d)
Herman Miller, Inc. Executive Equalization Retirement Plan is incorporated by reference from Exhibit 10 (d) of the Registrant's Form 10-K dated July 28, 2015 (Commission File No. 001-15141). (1)
(e)
Herman Miller, Inc. Executive Incentive Cash Bonus Plan dated April 24, 2006. (1)
(f)
Form of Herman Miller, Inc., Long-Term Incentive Plan Stock Option Agreement is incorporated by reference to Exhibit 10(f) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
(g)
Form of Herman Miller, Inc., Long-Term Incentive Restricted Stock Unit Award is incorporated by reference to Exhibit 10(g) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
(h)
Form of Herman Miller, Inc., Long-Term Incentive Performance Stock Unit EBITDA Award.(1)
(i)
Second Amendment to the Herman Miller, Inc. 2011 Long-Term Incentive Plan is incorporated by reference to Exhibit 10(i) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
(j)
Form of Herman Miller, Inc. 2011 Long-Term Incentive Plan Performance Share Unit Award is incorporated by reference to Exhibit 10(j) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)



(k)
Employment Agreement between John Edelman and Design Within Reach is incorporated by reference from Exhibit 10(b) of the Registrant's Form 10-Q dated October 8, 2014 (Commission File No. 001-15141). (1)
(l)
Employment Agreement between John McPhee and Design Within Reach is incorporated by reference from Exhibit 10(c) of the Registrant's Form 10-Q dated October 8, 2014 (Commission File No. 001-15141). (1)
(m)
Stockholders' Agreement between HM Springboard, Inc., Herman Miller, Inc., John Edelman, and John McPhee is incorporated by reference from Exhibit 10(d) of the Registrant's Form 10-Q dated October 8, 2014 (Commission File No. 001-15141). (1)(3)
(n)
HM Springboard, Inc. Stock Option Plan is incorporated by reference from Exhibit 10(e) of the Registrant's Form 10-Q dated October 8, 2014 (Commission File No. 001-15141). (1)(3)
(o)
Third Amendment to the Herman Miller, Inc. 2011 Long-Term Incentive Plan is incorporated by reference to Exhibit 10(o) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
(p)
Form of Herman Miller, Inc. 2011 Long-Term Incentive Plan Conditional Stock Option Award is incorporated by reference from Exhibit 10 (p) of the Registrant's Form 10-K dated July 28, 2015 (Commission File No. 001-15141). (1)
(q)
Trust Under the Herman Miller, Inc. Nonemployee Officer and Director Compensation Plan is incorporated by reference to Exhibit 10(q) of the Registrant's Report on Form 10-K dated July 26, 2016 (Commission File No. 001-15141). (1)
 (21)Subsidiaries

 (23)(a)Consent of Independent Registered Public Accounting Firm

 (24)Power of Attorney (Included in Item 15)(included on the signature page to this Registration Statement)

 (31)(a)Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 (31)(b)Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 (32)(a)Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 (32)(b)Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS
XBRL Instance Document**Document(2)

 101.SCH
XBRL Taxonomy Extension Schema Document**Document(2)

 101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document**Document(2)

 101.LAB
XBRL Taxonomy Extension Label Linkbase Document**Document(2)


- 85-



 101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document**Document(2)

 101.DEF
XBRL Taxonomy Extension Definition Linkbase Document**Document(2)

*(1) Denotes compensatory plan or arrangement.
**(2) In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed “furnished” and not “filed” under sections 11 or 12 of the Securities Act of 1933 and/or under section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
(3) Subsequent to the agreement, the legal name of the company was changed from HM Springboard, Inc. to Herman Miller Consumer Holdings, Inc.

- 86-87 2017 Annual Report