MILLER HERMAN INC
10-Q, 1995-04-17
OFFICE FURNITURE
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<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                   FORM 10-Q

  X           QUARTERLY 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 Quarter Ended March 4, 1995


                              HERMAN MILLER, INC.


A Michigan Corporation                                        ID No. 38-0837640

855 Main Avenue, PO Box 302, Zeeland, MI  49464-0302       Phone (616) 654 3000

Herman Miller, Inc.

        (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

                                                             Yes   X     No ____

        (2)    has been subject to such filing requirements for the past 90
               days.

                                                             Yes   X     No ____

Common Stock Outstanding at March 31, 1995--24,795,821.

The Exhibit Index appears at page 16.




                                     -1-
<PAGE>   2


                         HERMAN MILLER, INC. FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 4, 1995
                                     INDEX


<TABLE>
<CAPTION>
                                                                                              Page No.
                                                                                              --------
<S>                                                                                             <C>
Part I--Financial Information

      Condensed Consolidated Balance Sheets--
            March 4, 1995, and May 28, 1994                                                     3

      Condensed Consolidated Statements of Income--
            Three Months and Nine Months Ended March 4, 1995,
            and February 26, 1994                                                               4

      Condensed Consolidated Statements of Cash Flows--
            Nine Months Ended March 4, 1995
            and February 26, 1994                                                               5

      Notes to Condensed Consolidated Financial Statements                                      6-8

      Management's Discussion and Analysis of
            Financial Condition and Results of Operations                                       9-13

Part II--Other Information

      Exhibits and Reports on Form 8-K                                                          14

      Signatures                                                                                15

      Exhibit Index                                                                             16
</TABLE>





                                      -2-
<PAGE>   3

                              HERMAN MILLER, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>                                                                     
                                             March 4,            May 28,      
                                               1995                1994       
                                            -----------        -----------    
                                            (unaudited)         (audited)     
  <S>                                         <C>             <C>             
  ASSETS                                                                      
  ------                                                                      
                                                                              
  CURRENT ASSETS:                                                             
        Cash and cash equivalents             $  22,589       $ 22,701        
                                                                              
        Accounts receivable, net                161,721        121,564        
        Inventories--                                                        
          Finished goods                         27,349         20,299        
                                                                              
          Work in process                         9,785          6,183        
                                                                              
          Raw materials                          37,375         33,331        
                                              ---------       --------        
            Total inventories                    74,509         59,813        
                                              ---------       --------        
        Prepaid expenses and other               30,724         24,590        
                                              ---------       --------        
                                                                              
            Total current assets                289,543        228,668        
                                              ---------       --------        
                                                                              
  PROPERTY AND EQUIPMENT, AT COST               497,988        454,894        
        Less-accumulated depreciation           235,947        215,932        
                                              ---------       --------        
            Net property and equipment          262,041        238,962        
                                              ---------       --------        
                                                                              
  OTHER ASSETS:                                                               
                                                                              
        Notes receivable, net                    36,538         36,659        
        Other noncurrent assets                  42,009         29,457        
                                              ---------       --------        
                                                                              
            Total assets                       $630,131       $533,746        
                                              =========       ========        


                                             March 4,            May 28,                                                
                                               1995                1994                                 
                                            -----------        -----------    
                                            (unaudited)         (audited)                              

 LIABILITIES & SHAREHOLDERS' EQUITY                          
 ----------------------------------                          
                                                             
 CURRENT LIABILITIES:                                        
        Current maturities of long-term 
          debt                                 $    466       $    506     
        Notes payable                            91,085         48,911                               
        Accounts payable                         41,217         42,121                             
        Accruals                                 92,994         86,187                                   
                                               --------       --------                                   
         Total current liabilities              225,762        177,725                
                                               --------       --------                
                                                             
                                                             
LONG-TERM DEBT, less current maturities          50,254         20,600      
                                                             
OTHER LIABILITIES                                52,161         39,096                            
                                                             
SHAREHOLDERS' EQUITY:                                       
        Common stock $.20 par value               4,959          4,918                    
        Additional paid-in capital               20,788         16,649                   
        Retained earnings                       283,157        279,161                          
        Cumulative translation adjustment        (6,191)        (3,460)            
        Unearned stock grant compensation          (759)          (943)      
                                               --------       --------        

         Total shareholders' equity             301,954        296,325                
                                               --------       --------                 

         Total liabilities and                                     
          shareholders' equity                 $630,131       $533,746                     
                                               ========       ========

</TABLE>

    See accompanying notes to condensed consolidated financial statements.


                                      -3-
<PAGE>   4

                              HERMAN MILLER, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended        Nine Months Ended   
                                                                                 ------------------        -----------------   
                                                                              March 4,     Feb. 26,       March 4,     Feb. 26,
                                                                               1995         1994         1995(1)        1994(2)
                                                                             ---------    ---------      ---------    ---------
<S>                                                                          <C>          <C>          <C>            <C>
NET SALES                                                                     $259,950     $241,949     $791,858       $705,337

COST AND EXPENSES:

    Cost of goods sold                                                         171,069      157,791      512,608        460,526
    Operating expenses                                                          78,777       67,455      238,304        197,982
    Restructuring charges(3)                                                        --           --       15,500             --
    Interest expense                                                             2,053          342        4,323          1,086
    Other (income) expense, net                                                  1,492         (920)        (116)        (2,595)
                                                                             ---------    ---------    ---------      --------- 
                                                                               253,391      224,668      770,619        656,999
                                                                             ---------    ---------    ---------      ---------

INCOME BEFORE TAXES ON INCOME                                                    6,559       17,281       21,239         48,338

PROVISION FOR TAXES ON INCOME                                                    2,300        6,100        7,600         18,500
                                                                             ---------    ---------    ---------      ---------

NET INCOME                                                                   $   4,259     $ 11,181     $ 13,639      $  29,838
                                                                             =========     ========     ========      =========

EARNINGS PER SHARE                                                           $     .17     $    .44     $    .55      $    1.18
                                                                             =========     ========     ========      =========

DIVIDENDS PER SHARE OF COMMON STOCK                                          $     .13     $    .13     $    .39      $     .39
                                                                             =========     ========     ========      =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

(1) Represents 40 weeks
(2) Represents 39 weeks
(3) Restructuring charges were taken in the second quarter ended December 3,
    1994. These charges had the effect of reducing net income by $9.6 million 
    and earnings per share by $.39.




                                      -4-
<PAGE>   5

                              HERMAN MILLER, INC.
                      CONDENSED CONSOLIDATED STATEMENTS OF
                                   CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                          -----------------
                                                                                     March 4,             Feb. 26,
                                                                                     1995(1)              1994(2) 
                                                                                     --------             --------      
<S>                                                                                 <C>                  <C>
        CASH FLOWS FROM OPERATING ACTIVITIES:
                 Net income                                                         $  13,639             $ 29,838
                 Depreciation and amortization                                         29,554               25,369
                 Restructuring charges                                                 15,500                   --
                 Other, net                                                           (58,939)              (5,286)
                                                                                    ---------             -------- 
                 Net cash provided by (used for) operating activities                    (246)              49,921
                                                                                    ---------             --------

        CASH FLOWS FROM INVESTING ACTIVITIES:
                 Notes receivable repayments                                          308,363              276,432
                 Notes receivable issued                                             (309,003)            (281,194)
                 Capital expenditures                                                 (43,660)             (27,491)
                 Other, net                                                           (17,521)             (14,086)
                                                                                    ---------             --------
                 Net cash used for investing activities                               (61,821)             (46,339)
                                                                                    ---------             --------

        CASH FLOWS FROM FINANCING ACTIVITIES:
                 Net common stock issued                                                4,362               11,046
                 Net long-term debt repayments                                         29,823                 (198)
                 Net short-term debt borrowings                                        40,480                9,509
                 Dividends paid                                                        (9,617)              (9,824)
                 Common stock purchased and retired                                      (253)              (7,020)
                 Other, net                                                              (210)                (207)
                                                                                    ---------             --------
                 Net cash provided by financing activities                             64,585                3,306
                                                                                    ---------             --------

        EFFECT OF EXCHANGE RATE
                 CHANGES ON CASH                                                       (2,630)                (780)
                                                                                    ---------             --------

        NET INCREASE IN CASH AND
                 CASH EQUIVALENTS                                                        (112)               6,108

        CASH AND CASH EQUIVALENTS,
                 BEGINNING OF PERIOD                                                   22,701               16,531
                                                                                    ---------             --------

        CASH AND CASH EQUIVALENTS,
                 END OF PERIOD                                                      $  22,589             $ 22,639
                                                                                    =========             ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

(1) Represents 40 weeks
(2) Represents 39 weeks
                                      -5-




<PAGE>   6

                              HERMAN MILLER, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOOTNOTE DISCLOSURES

The condensed consolidated financial statements have been prepared by the
company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The company believes that the disclosures made in this document
are adequate to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the company's Annual Report
on Form 10-K for the year ended May 28, 1994.

FISCAL YEAR

The company's fiscal year ends on the Saturday closest to May 31.  Accordingly,
the year ended June 3, 1995, contains 53 weeks, and the year ended May 28,
1994, contains 52 weeks.

RESTRUCTURING CHARGES

Included in the accompanying consolidated statements of income is a $15.5
million pretax restructuring charge taken in the second quarter ended December
3, 1995, to account for the closure of the company's Fort Worth, Texas, and
Dayton, New Jersey, manufacturing and logistics facilities prior to the
relocation of their production activities to other U.S. Herman Miller
facilities. In addition, the charge also included the costs associated with the
closure of and discontinuance of wood casegoods manufacturing in the Sanford,
North Carolina, facility and the transfer of products produced there to Geiger
International of Atlanta, Georgia, a respected contract provider of quality
wood casegoods. The restructuring charge reduced second quarter net income by
$9.6 million, or $.39 per share.

The $15.5 million pretax restructuring charge consisted of facilities and
equipment write-offs ($10.0 million), termination benefits ($4.5 million), and
other exit costs associated with the restructuring ($1.0 million).
Approximately 375 employees will be terminated as a result of the facility
closings.

The closure of the Fort Worth, Dayton, and Sanford facilities is expected to be
substantially completed by the end of fiscal 1995. After the activities covered
by the charge are complete, Herman Miller's remaining U.S. plants will be
consolidated or converted to meet growing needs for both (1) the more capital
intensive core processes of wood (Zeeland, Michigan), foam molding (Holland,
Michigan), steel fabrication (Stone Mountain, Georgia, and Spring Lake,
Michigan), and (2) the customer-focused processes of final assembly (Rocklin,
California; Roswell, Georgia; and West Michigan).





                                      -6-
<PAGE>   7

SUPPLEMENTAL CASH FLOW INFORMATION

Cash and cash equivalents include all highly liquid debt instruments purchased
as part of the company's cash management function. Due to the short maturities
of these items, the carrying amount approximates fair value.

Cash payments for income taxes and interest (in thousands) were as follows:

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                       -----------------
                                                                    March 4,          February 26,
                                                                     1995                 1994      
                                                                   ---------          ------------
     <S>                                                          <C>                   <C>
     Interest paid                                                $  4,156              $1,056
     Income taxes paid                                            $ 12,500              $9,450
</TABLE>

CONTINGENCIES

1.    On January 7, 1992, Haworth, Inc., filed a lawsuit in the U.S. District
      Court for the Northern District of Georgia, Atlanta Division, against
      Herman Miller, Inc., alleging that the electrical systems used in certain
      of the company's products infringes one or more of Haworth's patents. On
      December 9, 1992, the company's motion for change of venue was granted,
      and the lawsuit was transferred to the U.S. District Court for the Western
      District of Michigan (Southern Division).

      The litigation is considered to be in an intermediate stage, and the
      company is defending its position vigorously. The company has requested
      a jury trial, which tentatively has been set for August 1995 by the court.
      The patents that are the source of controversy expired on or before
      December 1, 1994. Since 1991, the company has sold a system of enhanced
      electrical components on the majority of its product lines, both by number
      and dollar volume. Haworth has admitted the enhanced electrical components
      do not infringe the patents in suit. If Haworth were to be successful on
      its claims, the statute of limitation would bar recovery of any damages
      arising prior to January 1986.

      In November 1985, Haworth filed a lawsuit against Steelcase, Inc., the
      industry's leader in market share, alleging violations of the same
      patents, and thus far has prevailed on the issue of liability. The
      litigation between Haworth and Steelcase currently is continuing on the
      issue of damages. The company's defenses are substantially different from
      those relied upon by Steelcase.

      The company believes, based upon written opinion of counsel, that its
      products do not infringe Haworth's patents and that the company is more
      likely than not to prevail on the merits, although, as with all
      litigation, there can be no absolute assurance of success. At this time,
      management does not expect the ultimate resolution of this matter to have
      a material adverse effect on the company's consolidated financial
      position. However, the outcome of this matter is not subject to prediction
      with certainty.




                                      -7-

<PAGE>   8


REPORT OF MANAGEMENT

In the opinion of the company, the accompanying unaudited condensed
consolidated financial statements taken as a whole contain all adjustments,
consisting of only a normal and recurring nature, necessary to present fairly
the financial position of the company as of March 4, 1995, and the results of
its operations and cash flows for the nine months then ended. Interim results
are not necessarily indicative of results for a full year.




                                      -8-
<PAGE>   9

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


The following is management's discussion and analysis of certain significant
factors which have affected the company's financial condition and earnings
during the periods included in the accompanying condensed consolidated
financial statements.

A.       Financial Summary

         A summary of the period-to-period changes is shown below. It should be
         noted that the nine months ended March 4, 1995, contained 40
         weeks. All amounts are increases (decreases) unless otherwise noted. 
         Dollars are shown in thousands.


<TABLE>
<CAPTION>
                                                             Three Months                 Nine Months      
                                                        -----------------------     ------------------------
                                                            $            %             $              %    
                                                        ----------   ----------     ----------    ----------
<S>                                                    <C>             <C>         <C>              <C>
        NET SALES                                        18,001          7.4         86,521          12.3

        COST OF GOODS SOLD                               13,278          8.4         52,082          11.3

        OPERATING EXPENSES                               11,322         16.8         40,322          20.4

        RESTRUCTURING CHARGES                                --           --         15,500         100.0

        INTEREST EXPENSE                                  1,711        500.3          3,237         298.1

        OTHER INCOME NET*                                 2,412        262.2          2,479          95.5

        INCOME BEFORE TAXES ON INCOME                   (10,722)       (62.0)       (27,099)        (56.1)

        PROVISION FOR TAXES ON INCOME                    (3,800)       (62.3)       (10,900)        (58.9)

        NET INCOME                                       (6,922)       (61.9)       (16,199)        (54.3)
</TABLE>

* Represents a decrease (increase) in other income




                                      -9-
<PAGE>   10

B.       Results of Operations

         Net sales increased $18.0 million, or 7.4 percent, over third quarter
         results a year ago. For the third three months of 1995, the
         company had net sales of $260.0 million, compared with net sales of
         $241.9 million in the third three months last year. For the first nine
         months of 1995, the company had net sales of $791.9 million, compared
         to net sales of $705.3 million in the first nine months last year.

         According to the most recent statistics of the Business and
         Institutional Furniture Manufacturing Association (BIFMA),
         United States office furniture net sales for the latest twelve-month
         period increased approximately 10 percent over the same period a year
         ago. This compares with the company's year-over-year United States net
         sales growth rate of 12.3 percent for the first nine months.

         Net sales of international operations and export sales from the United
         States in the third quarter ended March 4, 1995, totaled $50.0
         million compared with $35.5 million last year. For the first nine
         months of 1995, net sales of international operations and export sales
         from the United States were $138.8 million compared with $101.3 million
         last year.

         The backlog of unfilled orders at March 4, 1995, was $150.7 million
         compared with $115.2 million a year earlier, and $157.7 million
         at December 3, 1994.

         New orders received in the third quarter were $253.0 million, an
         increase of $36.6 million, or 16.9 percent, when compared to the
         same period a year ago. New orders for the first nine months were
         $804.0 million, an increase of $113.2 million, or 16.4 percent, when
         compared to the first nine months of fiscal 1994.

         Gross margin decreased to 34.2 percent during the third quarter of
         1995, compared to a gross margin of 34.8 percent for the same
         period last year. The gross margin for the first nine months increased
         to 35.3 percent of net sales compared with 34.7 percent in the prior
         year.  Material costs increased in the third quarter because of higher
         aluminum, steel, and fabric prices. While these costs increased over
         both the second quarter of 1995 and the third quarter a year ago, the
         amount of increase in material prices experienced by the company was
         significantly less than the general level of price increases in these
         commodities which have been widely reported recently. Improved
         integration between Herman Miller and its supplier partners has helped
         to mitigate the adverse effects of material cost increases on overall
         gross margin.

         In addition, labor costs also were higher in the third quarter because
         of overtime associated with the higher unit volumes shipped. 
         Manufacturing overheads declined during the period as a majority of
         these expenses are fixed over the relevant volume ranges experienced by
         the company.

         Operating expenses, including design and research, were $78.8 million
         for the third quarter, an increase of $11.3 million, or 16.8
         percent, over third quarter last year. $1.8 million pretax of this
         increase was to account for the cost to repair approximately 70,000
         mechanical height



                                     -10-

<PAGE>   11

         adjustments on certain models of the Ergon 2 chair produced
         between March 1993 and September 1994. Affected dealers and customers
         are being contacted.

         Operating expenses for the first nine months of 1995 were $238.3
         million (excluding restructuring charges), a $40.3 million
         increase, or 20.4 percent, over the $198.0 million operating expenses
         for the first nine months of 1994. As a percent of net sales, operating
         expenses (excluding restructuring charges)  were 30.1 and 28.1 for the
         first nine months of the current and prior year, respectively. Just as
         in the case of the second quarter of fiscal 1995, the major components
         of this change were (1) a 3.5 percent year-over-year increase in
         compensation and benefits, (2) the continued assimilation of our
         recently acquired Mexican and German operations into the Herman Miller
         family of companies, (3) increased depreciation and amortization
         expense, principally associated with new processes and products and,
         most significantly and importantly, (4) the increased cost to develop
         and bring new products to market.

         As indicated in the second quarter, these new products, all of which
         are expected to be introduced in the next 12 months, are in the
         seating, European freestanding furniture, and health-care product
         areas. While augmenting (rather than obsoleting) the company's current
         offerings, these products (as those which preceded them in Herman
         Miller's tradition of product innovations) can be expected to help
         establish value and performance reference points in each of these
         areas. The company expects these products to be long lived and help
         gain additional market share over product life cycles of 10 or more
         years. In the more immediate time frame, management believes these new
         products will add 2 to 3 percent to its net sales for the fiscal year
         ending June 3, 1995, with the primary amounts coming in the current
         quarter and, more significantly, in the fourth quarter. Margin rates on
         these products are expected to be comparable to those of the company's
         existing product lines.

         The investment spending incurred in the third quarter and first nine
         months can be expected to continue at a slightly decreased rate
         during the remainder of the year and into the first quarter of fiscal
         1996 as these new products advance to and through the research, design,
         and launch phases.

         The company incurred $15.5 million pretax restructuring charge in the
         United States for manufacturing and logistical restructuring. 
         These charges reduced second quarter net income by $9.6 million, or
         $.39 per share. The production facility reconfiguration will enable the
         company to develop the capability to process and direct ship customer
         orders in their entirety rather than in stages (which requires
         additional warehousing and transportation between stages) as presently
         is the case. This simplification will save an estimated $.8 million in
         this fiscal year, $7 million in fiscal 1996, $10 million in fiscal
         1997, and $20 million in fiscal 1998 when the entire process is fully
         implemented. These savings will take the following forms: (1) lower
         transportation and freight costs resulting from the regional assembly
         sites being able to optimize both freight loads and traveled distances,
         (2) customer direct shipping savings, which will minimize both the need
         for and amount of product packaging as well as the possibility of
         incorrect or damaged shipments, (3) improved inventory turns and
         smaller higher-cost finished goods inventories, and (4) further
         operational leverage of all indirect production and logistic costs.




                                     -11-
<PAGE>   12


         In addition, the company's unit production capacity will
         increase by approximately 40 percent upon completion of the project.
         The capital for machinery and equipment as well as additional facility
         space to implement this program is estimated at $40 million over the
         next four years. This amount will be spent as dictated by the company's
         customer demand-driven implementation rate which management projects as
         follows: $.5 million this fiscal year, and $10 million, $14 million,
         and $15.5 million in fiscal years 1996-98, respectively.

         Interest expense increased $1.7 million over third quarter 1994 and
         $3.2 million for the first nine months of 1995 compared with the
         first nine months of 1994. Total interest bearing debt was $141.8
         million at the end of the third quarter of fiscal 1995, compared with
         $48.9 million at February 26, 1994, and $70.0 million at May 28, 1994.

         Net other income decreased $2.4 million over third quarter 1994. For
         the first nine months of 1995, net other income decreased $2.5
         million to net other income $.1 million from net other income $2.6
         million in the prior year.

         The effective tax rate was 35.8 percent for the first nine months of
         1995, compared with 38.3 percent for the same period last year. 
         The effective tax rate decreased for the first nine months due to the
         use of net operating loss carryforwards. The company expects its tax
         rate for all of fiscal 1995 to be between 35 and 37 percent.

         Net income decreased to $4.3 million in the third quarter, compared to
         $11.2 million income for the same period last year. Net income
         for the first nine months of 1995 was $13.6 million compared to $29.8
         million for the same period last year. As previously discussed the
         decrease in net income was primarily due to the $15.5 million pretax
         restructuring charges.

         Net loss from the company's international operations and export sales
         from the United States for the third quarter increased to net
         loss of $2.5 million compared with a net loss of $.4 million last year.
         The first nine months increased $2.6 million to a $3.8 million loss,
         compared with net loss of $1.2 million for the same period last year.

         International results were down $2.1 million over the same period a
         year ago. $1.8 million of this difference was exchange rate
         related. The devaluation of the Mexican peso lowered Other Income by
         $2.8 million pretax. This amount was the result of the peso-dollar rate
         falling from 3.4 on December 19, 1994, to 6.3 on March 4, 1995. Despite
         this 46 percent devaluation in an approximately 75-day period, Herman
         Miller Mexico reported an operating profit for the quarter because of
         rapid and significant cost cutting during the period. If the Mexican
         peso continues to devalue against the U.S. dollar, further adverse
         effects can be expected. All other currency fluctuations against the
         U.S. dollar reduced net income by an additional $.2 million.

         The remaining difference in international results in the third quarter
         were attributable to lower sales and lower results in Canada,
         Australia, and Continental Europe which were not fully offset by solid
         gains in Japan, the United Kingdom, and East Asia over third quarter
         year-ago levels.




                                     -12-
<PAGE>   13

C.       Financial Condition, Liquidity, and Capital Resources

         First Nine Months FY 1995 versus First Nine Months FY 1994
                                                                  

         Increased net sales and continued investment spending also
         significantly affected the balance sheet and statement of cash
         flows for the period ended March 4, 1995. The number of days sales in
         the sum of accounts receivable plus inventory increased to 94.4 days
         versus 80.1 days a year ago and 80.9 days at May 28, 1994. This
         increase primarily was due to an increased level of shipments in
         February. Cash used for working capital items during the third quarter
         and first nine months of fiscal 1995 increased by $26.6 million and
         $77.8 million, respectively. These increased working capital cash uses
         were the primary factor causing net cash provided by operating
         activities to decrease significantly from $24.2 million and $49.9
         million in the third quarter and first nine months of fiscal 1994,
         respectively, to net cash provided of $1.9 million and net cash used of
         $.2 million for the third quarter and first nine months of fiscal 1995,
         respectively.

         Capital expenditures were $18.1 million and $43.7 million,
         respectively, for the third quarter and first nine months of
         fiscal 1995 versus $9.3 million and $27.5 million, respectively, for
         the same periods a year ago. Capital items principally included
         expenditures for new internal processes and the new products described
         above. Accelerated work on new processes and new products has caused us
         to increase projected capital expenditures for fiscal 1995 to $65.0
         million.

         The nine months year-over-year decrease of $50.1 million in cash
         provided by operating activities and the same period
         year-over-year increase in cash used for investing activities of $15.5
         million were the primary factors causing an increase of $92.9 million
         in interest-bearing debt during the past 12 months. Total
         interest-bearing debt increased to $141.8 million at March 4, 1995,
         which, in turn, increased interest expense for the quarter to $2.1
         million and $4.3 million for the first nine months of fiscal 1995
         compared with $.3 million in the third quarter a year ago and $1.1
         million for the first nine months of fiscal 1994. The increase in
         interest-bearing debt decreased net income by $.05 and $.09 per share,
         respectively, in the third quarter and first nine months. We expect
         interest-bearing debt to remain in the range of $140-$150 million for
         the remainder of fiscal 1995.

         The third quarter continued the accelerated investment and capital
         spending begun in the fourth quarter of fiscal 1994. This
         strategy combines the financial strength the company has built during
         the past five years with its desire to continue to set distinctive
         reference points for products and services in its markets. Despite its
         retarding effect on the company's net income, management believes these
         investments are necessary in order to continue the process of building
         long-term value for its shareholders.




                                     -13-
<PAGE>   14

         Part II

         Item 6:  Exhibits and Reports on Form 8-K

         1.       Exhibits

                  See Exhibit Index

         2.       Reports on Form 8-K

                  No reports on Form 8-K were filed during the three months 
                  ended March 4, 1995.




                                     -14-
<PAGE>   15

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                                        HERMAN MILLER, INC.



April 13, 1995                                          /s/ J. Kermit Campbell  
                                                        ------------------------
                                                        J. Kermit Campbell
                                                        (President and
                                                        Chief Executive Officer)



April 13, 1995                                          /s/ James H. Bloem
                                                        ----------------------- 
                                                        James H. Bloem
                                                        (Vice President, Chief 
                                                        Financial Officer, and 
                                                        Principal Accounting 
                                                        Officer)





                                     -15-
<PAGE>   16

                                Exhibit Index

(11)     Computations of earnings per common share.
(27)     Financial Data Schedule (exhibit available upon request).




                                     -16-

<PAGE>   1

                                                                     EXHIBIT 11 

                              HERMAN MILLER, INC.
                   COMPUTATIONS OF EARNINGS PER COMMON SHARE
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended  
                                                  ------------------------------     ----------------------------
                                                     March 4,        Feb. 26,        March 4,        Feb. 26
                                                     1995              1994           1995(1)        1994(2)
                                                  -----------        -----------     ------------    ------------
<S>                                              <C>                <C>             <C>              <C>
NET INCOME APPLICABLE
    TO COMMON SHARES                              $     4,259        $    11,181     $     13,639(3)  $    29,838
                                                  ===========        ===========     ============     ===========

Weighted Average Common
    Shares Outstanding                             24,774,316         25,158,820       24,693,824      25,179,665

Net Common Shares
    Issuable Upon Exercise
    of Certain Stock Options                           62,327            216,990           87,674         183,279
                                                  -----------        -----------     ------------     -----------

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING AS ADJUSTED                        24,836,642         25,375,810       24,781,449      25,362,944
                                                   ==========        ===========     ============     ===========

EARNINGS PER SHARE                                $       .17        $       .44     $        .55     $      1.18
                                                  ===========        ===========     ============     ===========
</TABLE>

(1) Represents 40 weeks
(2) Represents 39 weeks
(3) Contains $15.5 million of pretax restructuring charges taken in the second
    quarter ended December 3, 1994. These charges reduced net income by $9.6 
    million and earnings per share by $.39.




                                     -17-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-03-1995
<PERIOD-START>                             MAY-29-1994
<PERIOD-END>                               MAR-04-1995
<CASH>                                          22,589
<SECURITIES>                                         0
<RECEIVABLES>                                  169,172
<ALLOWANCES>                                     7,451
<INVENTORY>                                     74,509
<CURRENT-ASSETS>                               289,543
<PP&E>                                         497,988
<DEPRECIATION>                                 235,947
<TOTAL-ASSETS>                                 630,131
<CURRENT-LIABILITIES>                          225,762
<BONDS>                                         50,254
<COMMON>                                         4,959
                                0
                                          0
<OTHER-SE>                                     296,995
<TOTAL-LIABILITY-AND-EQUITY>                   630,131
<SALES>                                        791,858
<TOTAL-REVENUES>                               791,858
<CGS>                                          512,608
<TOTAL-COSTS>                                  512,608
<OTHER-EXPENSES>                               252,733
<LOSS-PROVISION>                                 1,071
<INTEREST-EXPENSE>                               4,323
<INCOME-PRETAX>                                 21,239
<INCOME-TAX>                                     7,600
<INCOME-CONTINUING>                             13,639
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,639
<EPS-PRIMARY>                                      .55
<EPS-DILUTED>                                      .55
        

</TABLE>


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