MILLER HERMAN INC
10-Q, 1999-01-12
OFFICE FURNITURE
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<PAGE>   1
                                  UNITED STATES
                       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 November 28, 1998                   Commission File No. 0-5813


                               HERMAN MILLER, INC.


A Michigan Corporation                                         ID No. 38-0837640

855 East Main Avenue, 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 January 7, 1999--84,973,235 shares.

The Exhibit Index appears at page 18.


                                      -1-
<PAGE>   2
                          HERMAN MILLER, INC. FORM 10-Q
                     FOR THE QUARTER ENDED NOVEMBER 28, 1998
                                      INDEX


<TABLE>
<CAPTION>

                                                                                                  Page No.
                                                                                                  --------

Part I--Financial Information

<S>                                                                                             <C>
       Condensed Consolidated Balance Sheets--
             November 28, 1998, and May 30, 1998                                                    3

       Condensed Consolidated Statements of Income--
             Three and Six Months Ended November 28, 1998,
             and November 29, 1997                                                                  4

       Condensed Consolidated Statements of Cash Flows--
             Six Months Ended November 28, 1998,
             and November 29, 1997                                                                  5

       Notes to Condensed Consolidated Financial Statements                                         6-8

       Management's Discussion and Analysis of
             Financial Condition and Results of Operations                                          9-15

Part II--Other Information

       Exhibits and Reports on Form 8-K                                                             16

       Signatures                                                                                   17

       Exhibit Index                                                                                18
</TABLE>
                                      -2-
<PAGE>   3
                               HERMAN MILLER, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                             Nov 28,          May 30,          
                                                              1998             1998            
                                                          -----------       -------- 
                                                          (unaudited)       (audited)        
<S>                                                        <C>             <C>             
ASSETS                                                                                     

CURRENT ASSETS:                                                                            
      Cash and cash equivalents                            $ 97,310        $115,316        
      Accounts receivable, net                              196,063         192,384        
      Inventories--                                                                        
        Finished goods                                       17,073          19,807        
        Work in process                                       9,224           8,844        
        Raw materials                                        17,760          19,006        
                                                           --------        --------        
          Total inventories                                  44,057          47,657
                                                           --------        --------
      Prepaid expenses and other                             48,328          44,778        
                                                           --------        --------
          Total current assets                              385,758         400,135
                                                           --------        --------
                                                                                           
PROPERTY AND EQUIPMENT, AT COST:                            614,903         595,872
      Less-accumulated depreciation                         318,904         305,208        
                                                           --------        --------
          Net property and equipment                        295,999         290,664        
                                                           --------        --------
                                                                                           
OTHER ASSETS:                                                                              
      Notes receivable, net                                  25,340          27,522        
      Other noncurrent assets                                60,885          66,025
                                                           --------        --------
                                                                                           
                                                                                           
          Total assets                                     $767,982        $784,346
                                                           ========        ========
</TABLE>


<TABLE>
<CAPTION>

                                                                  Nov. 28,       May 30,    
                                                                   1998           1998     
                                                                -----------    ---------
                                                                (unaudited)    (audited)   
<S>                                                            <C>             <C>
     LIABILITIES & SHAREHOLDERS' EQUITY                                                   
                                                                                          
     CURRENT LIABILITIES:                                                                 
          Unfunded checks                                       $ 17,509        $ 35,241  
          Current portion of long-term debt                          146          10,203  
          Notes payable                                           11,193          19,542  
          Accounts payable                                        88,416          92,241  
          Accruals                                               226,221         221,105  
                                                                --------        --------  
            Total current liabilities                            343,485         378,332  
                                                                --------        --------  
                                                                                          
                                                                                          
     LONG-TERM DEBT, less current portion                        100,910         100,910  
                                                                                          
                                                                                          
                                                                                          
     OTHER LIABILITIES                                            78,531          74,102  
                                                                                          
     SHAREHOLDERS' EQUITY:                                                                
                                                                                          
          Common stock $.20 par value                             16,988          17,397  
          Retained earnings                                      244,664         227,464  
          Cumulative translation adjustment                       (9,443)         (9,360) 
          Key executive stock programs                            (7,153)         (4,499) 
                                                                --------        --------  
                                                                                          
                                                                                          
            Total shareholders' equity                           245,056         231,002  
                                                                --------        --------  
              Total liabilities and                                                       
              shareholders' equity                              $767,982        $784,346  
                                                                ========        ========  
</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                  Six Months Ended
                                                                   ------------------                  ----------------
                                                                Nov. 28,         Nov. 29,          Nov. 28,          Nov. 29,
                                                                  1998             1997              1998              1997
                                                                  ----             ----              ----              ----

<S>                                                             <C>              <C>                <C>              <C>     
                 NET SALES                                      $464,818         $415,086           $912,321         $816,631

                 COST AND EXPENSES:                         

                      Cost of goods sold                         288,706          263,443            565,997          517,987
                      Operating expenses (1)                     115,797          102,758            231,083          204,858
                      Interest expense                             2,390            1,843              4,666            4,032
                      Other income, net                           (6,938)          (1,654)           (10,043)          (3,999)
                                                                --------        ---------           --------         --------
                                                                 399,955          366,390            791,703          722,878
                                                                --------        ---------           --------         --------

                 INCOME BEFORE TAXES ON INCOME                    64,863           48,696            120,618           93,753
                                                                  
                 PROVISION FOR TAXES ON INCOME                    25,950           18,250             47,700           35,500
                                                                --------        ---------           --------         --------

                 NET INCOME (1)                                 $ 38,913        $  30,446           $ 72,918         $ 58,253
                                                                ========        =========           ========         ========
                 NET INCOME PER COMMON SHARE--BASIC (1)         $    .46        $     .34           $    .85         $    .64
                                                                ========        =========           ========         ========
                                                               
                 NET INCOME PER COMMON SHARE--DILUTED (1)       $    .45        $     .33           $    .84         $    .63 
                                                                ========        =========           ========         ========

                 DIVIDENDS PER SHARE OF                        
                 COMMON STOCK                                   $ .03625        $  .03625           $  .0725         $  .0725
                                                                ========        =========           ========         ========

                                                                 
                                                                  
                                                                                                                             
                                                                                                                             
</TABLE>

                 (1) Fiscal 1998 amounts have been restated for the adoption of
                     Statement of Position 98-1, "Accounting for the Costs of
                     Computer Software Developed or Obtained for Internal Use."

     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>   5
                               HERMAN MILLER, INC.
                      CONDENSED CONSOLIDATED STATEMENTS OF
                                   CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                         Six Months Ended
                                                                         ----------------
                                                                       Nov. 28,           Nov. 29,
                                                                         1998               1997
                                                                         ----               ----


<S>                                                                   <C>             <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income (1)                                              $  72,918       $  58,253
           Depreciation and amortization                                  31,266          27,102
           Changes in current assets and liabilities                     (19,422)          4,610
           Other, net                                                        (41)          6,670
                                                                       ---------       ---------
           Net cash provided by operating activities                      84,721          96,635
                                                                       ---------       ---------

     CASH FLOWS FROM INVESTING ACTIVITIES:
           Notes receivable repayments                                   243,749         297,593
           Notes receivable issued                                      (239,464)       (289,910)
           Capital expenditures (1)                                      (44,819)        (23,919)
           Proceeds from sale of fixed assets                             20,485
           Other, net                                                     (3,988)          4,184
                                                                       ---------       ---------
           Net cash used for investing activities                        (24,037)        (12,052)
                                                                       ---------       ---------

     CASH FLOWS FROM FINANCING ACTIVITIES:
           Net short-term debt repayments                                 (8,820)          2,082
           Net long-term debt repayments                                 (10,055)            (23)
           Dividends paid                                                 (6,276)         (6,668)
           Capital lease repayment                                           (38)            (72)
           Net common stock issued                                        10,417          18,265
           Common stock purchased and retired                            (63,474)        (93,302)
                                                                       ---------       ---------
           Net cash used for financing activities                        (78,246)        (79,718)
                                                                       ---------       ---------

     EFFECT OF EXCHANGE RATE
           CHANGES ON CASH                                                  (444)            359
                                                                       ---------       ---------
                                                                       
     NET INCREASE (DECREASE) IN CASH AND
           CASH EQUIVALENTS                                              (18,006)          5,224

     CASH AND CASH EQUIVALENTS,
           BEGINNING OF PERIOD                                           115,316         106,161
                                                                       ---------       ---------

     CASH AND CASH EQUIVALENTS,
           AT END OF PERIOD                                            $  97,310       $ 111,385
                                                                       =========       =========
</TABLE>

     (1)Fiscal 1998 amounts have been restated for the adoption of Statement of 
        Position 98-1, "Accounting for the Costs of Computer Software Developed
        or Obtained for Internal Use."

     See accompanying notes to condensed consolidated financial statements.

                                      -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 30, 1998.

FISCAL YEAR

The company's fiscal year ends on the Saturday closest to May 31. The years
ended May 29, 1999, and May 30, 1998, contain 52 weeks.

NEW ACCOUNTING STANDARDS

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." The company adopted this SOP during the
third quarter of fiscal 1998, retroactive to the beginning of the fiscal year.
The adoption of this SOP resulted in an increase in net income of $.8 million,
or $.01 in diluted earnings per share (EPS) for the quarter ended November 29,
1997, and an increase in net income of $1.3 million, or $.02 in diluted earnings
per share for the six months ended November 29, 1997. The company is also in
compliance with Emerging Issues Task Force (EITF) Issue 97-13, "Accounting for
Costs Incurred in Connection with a Consulting Contract that Combines Business
Process Reengineering and Information Technology Transformation."

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," issued in June 1997, was adopted by the company during the three months
ended August 29, 1998. This statement requires the disclosure of comprehensive
income, which, for Herman Miller, includes net income and foreign currency
translation adjustments. Comprehensive income was approximately $38.7 million
and $30.8 million for the three months ended November 28, 1998, and November 29,
1997, respectively. During the six months ended November 28, 1998, and November
29, 1997, comprehensive income was approximately $72.8 million and $58.9
million, respectively.

                                      -6-
<PAGE>   7
EARNINGS PER SHARE

The following table reconciles the numerators and denominators used in the
calculations of basic and diluted EPS:

<TABLE>
<CAPTION>

                                                      Three Months Ended                Six Months Ended
                                                      ------------------                ----------------

                                                   Nov. 28,          Nov. 29,         Nov. 28,       Nov. 29,
                                                    1998              1997             1998           1997 
                                                    ----              ----             ----           ----
<S>                                            <C>              <C>               <C>              <C>        
Numerators:
Numerator for both basic and diluted EPS,
net income                                      $    38,913           30,446      $    72,918      $    58,253
                                                ===========      ===========      ===========      ===========

Denominators:
Denominator for basic EPS, weighted-
average common shares outstanding                85,421,269       90,723,276       85,949,817       91,386,152

Potentially dilutive shares resulting from        1,117,093        1,774,402        1,273,237        1,820,858
stock option plans                              -----------      -----------      -----------      -----------


Denominator for diluted EPS                      86,538,362       92,497,678       87,223,054       93,207,010
                                                ===========      ===========      ===========      ===========
</TABLE>

The following exercisable stock options were not included in the computation of
year-to-date diluted EPS because the option prices were greater than average 
market prices for the periods presented.

<TABLE>
<CAPTION>

                                                                       Six Months Ended
                                                                       ----------------
                                                                 Nov. 28,             Nov. 29,
Exercise Price                                                     1998                 1997
                                                                   ----                 ----
<C>                                                          <C>                  <C>   
$28.41                                                           13,000               13,000
$29.75                                                        1,061,249
$31.00                                                            7,950
$32.50                                                          131,258      
                                                              ---------           ----------
                                                              1,213,457               13,000
                                                              =========           ==========
</TABLE>

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.

                                      -7-
<PAGE>   8
Cash payments for income taxes and interest (in thousands) were as follows:

<TABLE>
<CAPTION>

                                       Six Months Ended 
                                       ---------------- 
                                    Nov. 28,        Nov. 29,
                                      1998            1997     
                                   ---------      ------------
<S>                                <C>               <C>    
      Interest paid                $ 4,169           $ 4,425
      Income taxes paid            $31,499           $31,116
</TABLE>

CONTINGENCIES

The company, for a number of years, has sold various products to the United
States Government under General Services Administration (GSA) multiple award
schedule contracts. The GSA is permitted to audit the company's compliance with
the GSA contracts. At any point in time, a number of GSA audits are either 
scheduled or in progress. Management has been notified that the GSA has referred
the audit of the 1988 contract to the Justice Department for consideration of a
potential civil False Claims Act case. Management does not expect resolution of
the audits to have a material adverse effect on the company's consolidated
financial statements. Management does not have information which would indicate
a substantive basis for a civil False Claims Act under the 1988 contract.

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.

REPORT OF MANAGEMENT

In the opinion of the company, the accompanying unaudited condensed consolidated
financial statements taken as a whole contain all adjustments, which are of a
normal recurring nature, necessary to present fairly the financial position of
the company as of November 28, 1998, and the results of its operations and cash
flows for the six 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. All amounts
        are increases unless otherwise noted. Dollars are shown in thousands.

<TABLE>
<CAPTION>

                                                           Three Months                    Six Months
                                                           ------------                    ----------
                                                         $               %              $              %
                                                        ---             ---            ---            ---

<S>                                                <C>                <C>           <C>               <C> 
       NET SALES                                     49,732             12.0          95,690            11.7

       COST OF GOODS SOLD                            25,263              9.6          48,010             9.3

       OPERATING EXPENSES                            13,039             12.7          26,225            12.8

       INTEREST EXPENSE                                 547             29.7             634            15.7

       OTHER INCOME NET*                             (5,284)           N/A            (6,044)          N/A

       INCOME BEFORE TAXES ON INCOME                 16,167             33.2          26,865            28.7

       PROVISION FOR TAXES ON INCOME                  7,700             42.2          12,200            34.4

       NET INCOME                                     8,467             27.8          14,665            25.2
                                                      
                                                                                                            
</TABLE>

        *Represents an increase in other income. The increase in other income
        net for the second quarter and six months is due to gains associated
        with the disposal of our Grandville, Michigan, facility and the majority
        of our Roswell, Georgia, facility.

                                      -9-
<PAGE>   10
B.      Results of Operations

        Second Quarter FY 1999 versus Second Quarter FY 1998

        Net Sales increased $49.7 million, or 12.0 percent, to $464.8 million
        for the three months ended November 28, 1998. Our second quarter sales
        were approximately 2-3 percent above our estimates which were in the
        range of $450-455 million. For the first six months of fiscal 1999,
        sales were $912.3 million compared to sales of $816.6 million in the
        first six months of last year. This represents an increase of 11.7
        percent.  From a product segment viewpoint, once again our largest 
        percentage growth for the quarter was in the seating category. The most
        significant growth came from our Aeron and Ambi chairs.  

        Our domestic sales increased 13.4 percent for the first six months.
        Excluding the impact of acquisitions, domestic sales grew 12.3 percent
        during the second quarter. No new acquisitions were completed this
        quarter.

        New orders for the second quarter increased 2.2 percent to $475.2
        million. Our second quarter orders were 7.0 percent higher than our
        first quarter orders. For the first six months of fiscal 1999, new
        orders were $918.9 million compared with new orders of $872.4 million in
        the first six months of last year. The backlog of unfilled orders at
        November 28, 1998 increased 4.6 percent to $235.7 million from the
        $225.3 million reported at the end of the first quarter.

        BIFMA has estimated industry sales increased 6.3 percent during the five
        month period ended October 1998. Industry orders, on the other hand,
        increased at a slower rate, 3.5 percent. BIFMA is currently estimating
        industry sales will increase 7.5 percent for calendar 1998 and 5.0
        percent for calendar 1999. Based on BIFMA's order and sales reporting,
        we continued to gain market share. In additon, our order and net sales
        growth rates for the quarter and six months exceeded the overall
        industry growth rates as estimated by BIFMA.

        Net sales of international operations and export sales from the United
        States in the second quarter ended November 28, 1998, totaled $70.5
        million compared with $67.3 million last year. This represents an
        increase of 4.8 percent for the quarter. Year to date, net sales have
        increased 2.4% compared to the first six months of last year. The entire
        increase was generated by our European operations, in particular, the
        UK. Results in the UK continue to be very good in terms of top line
        growth and profitability. Our continental operations also had improved
        operating results. We are still losing money in some operations, but the
        actions taken over the past few years, coupled with modest growth, is
        enabling us to approach break even.

                                      -10-
<PAGE>   11
        We continue to experience some weakness in demand throughout Asia and
        Latin America. While these areas are only around 3 percent of our total
        sales, they are a significant percentage of our international business.

        While we are concerned with the economic outlook in Asia and Latin
        America and the impact it has on revenue and profitability, we are very
        pleased with the progress we have made in improving the profitability of
        our total international business. For the quarter, net income from
        international operations was $3.1 million compared with $2.3 million in
        the same quarter of last year. This improvement is due to volume growth
        and productivity improvements in the UK, as stated previously, and due
        to cost reduction efforts implemented in Germany and Italy over the past
        few years. Sustaining profitability will continue to be our primary
        focus.

        Gross margin, as a percent of sales, for the quarter and six months was
        37.9 percent and 38.0 percent, respectively. This compares to 36.5
        percent and 36.6 percent in the same periods of last year. The
        improvements in gross margins are primarily due to a favorable product
        mix, improved productivity, and value enhancement engineering projects.
        In addition, we have had a slight improvement in per-unit material cost.
        The improved productivity is due to our continued implementation of lean
        manufacturing techniques throughout our facilities. While we have just
        begun this process, we are beginning to see tangible benefits and
        results. Our improvement in per-unit material cost is due in part to
        material cost reductions obtained by increased efforts by our purchasing
        organization. These favorable factors were partially offset by increases
        in discounts given to customers. The year-to-date impact of increased
        discounting is approximately $3 million or .3 percent of sales. Much of
        this occurred in the second quarter of fiscal 1999. The increased
        discounting has been in the systems product lines and/or product lines
        that are longer in their life cycle. Going forward, we expect gross
        margins to be in the range of 37.5 percent to 38.0 percent. We believe
        we can continue to improve productivity and implement cost savings
        measures; however, these improvements may be partially offset by
        potential disruption costs associated with implementing our new ERP
        (Enterprise Resource Planning) system and continued price pressures.

        At the present time, our ERP Systems project schedule is being revised.
        After experiencing the difficulty of getting one plant up and running,
        we have elongated 

                                      -11-
<PAGE>   12
        the schedule. This will enable us to fine tune before going to the next
        site and ensure our internal experts are well versed in the system to
        support future sites. The next plant is scheduled to go live at the end
        of fiscal 1999 and we expect the manufacturing part of the project to be
        completed by May 2000. We are still developing the revised plan for the
        development and implementation of the order management phase of the
        project. We are confident of the long-term benefits expected to be
        obtained from this project.

        Operating expenses, as a percent of net sales, increased for both the
        quarter and six months. For the quarter, operating expenses, as a
        percent of net sales were 24.9 percent compared with 24.8 percent in the
        prior year. Likewise, the six months stood at 25.3 percent versus 25.1
        percent last year. The total percentage increase is unfavorable,
        however, we are doing a good job of containing general overheads while
        increasing our spending in support of our strategy. During the quarter
        and six months, we have made significant investments in three areas.
        First, we have been investing in our ERP Systems project. For the
        quarter and six months, $2.4 million and $4.7 million was included in
        operating expense, respectively. Secondly, we continue to expand our
        capabilities on our electronic selling platform. The incremental
        investment here was approximately $2.4 million for the quarter and $4.4
        million for the six months. Our third area of investment is the
        continued development of new and enhanced products for our customers.
        Related spending increased $2.4 million for the quarter compared to the
        same quarter of last year and $5.0 million year-to-date.

        Interest expense of $4.7 million was comparable to the first six months
        of fiscal 1998. Total interest-bearing debt was $112.2 million at the
        end of the second quarter of fiscal 1999, compared with $130.7 million
        at May 30, 1998, and $129.5 million at November 29, 1997.

        The effective tax rate for the second quarter was 40.0 percent compared
        with 37.5 percent in the same period of last year. We expect the tax
        rate to remain in the 38.0 to 40.0 percent range.

        Net income increased 25.2 percent to $72.9 million in the first six
        months of fiscal 1999, compared to $58.3 million for the same period
        last year. The faster growth rate in net income compared with sales
        reflects our continued improvement in operating margins.

        Included in the results for the quarter are gains from disposing of both
        our Grandville, Michigan facility and the majority of our Roswell,
        Georgia facility. Net of other captial losses, these gains had the
        after-tax effect of increasing net income for the quarter by $3.4
        million.

                                      -12-
<PAGE>   13
        Year 2000 READINESS DISCLOSURE

        This Year 2000 readiness disclosure is the most current information
        available and replaces all previous disclosures made by the Company in
        its filings on form 10-Q and form 10-K, and in its annual report to
        shareholders.

        During fiscal year 1998, the company performed an analysis of the work
        necessary to assure that its existing information systems and
        manufacturing equipment for both domestic and international operations
        will be able to address the issues surrounding the advent of the year
        2000.

        Company's State of Readiness:
        Herman Miller has a comprehensive, written plan, which is regularly
        updated and monitored by technical personnel and company management, and
        reported to senior management and the Board of Directors.

        As of December 1998, our domestic locations are all substantially year
        2000 compliant. For international locations, the company presently
        believes that all remediation and testing will be completed prior to any
        year 2000 issues having an adverse material impact on its operations.

        The Company is also in the process of verifying year 2000 conversion
        plans with its significant vendors and independent dealers. If any
        significant vendors or dealers are identified which do not have
        appropriate or timely year 2000 conversion plans, the company will
        immediately begin to make contingency plans in order to minimize
        potential adverse effects on business operations.

        Costs to Address the Company's Year 2000 Issues:
        To date, the Company has spent approximately $5.0 million on year 2000
        renovations. These are renovations to existing systems and are exclusive
        of the implementation of our new ERP system. The company does not
        separately track the internal costs incurred for the year 2000 project,
        and such costs incurred are principally related to payroll costs for
        employees involved with the project.

        Based on costs incurred to date, the Company does not believe the
        expenses related to year 2000 compliance will be material to the results
        of its operations, financial position or cash flows.

        The Company expects to spend an additional $.5 - $1.0 million to
        complete the renovation. The majority of the renovation is expected to
        be completed by May 1999.

                                      -13-
<PAGE>   14
        Risks of the Company's Year 2000 Issues: The Company expects to have
        completed its year 2000 remediation plan prior to any year 2000 issues
        having an adverse impact on its operations. However, due to the
        uncertain and unprecedented nature of the year 2000 issue, and
        especially the uncertainty surrounding the readiness of third party
        suppliers and customers, there may be possible business consequences of
        the year 2000 dating issue. These possible business consequences
        include, but are not limited to, higher than expected costs of
        remediation, a temporary inability to manufacture or ship product;
        process transactions; communicate with customers, suppliers, subsidiary
        locations and employees; or conduct other similar corporate activities
        in a normal business environment.

        Company's Contingency Plans:
        Contingency planning will be initiated at which point the Company
        identifies those circumstances that would require development of a
        contingency plan. The Company expects to begin contingency planning
        activities in early calendar 1999 and expects this planning to continue
        throughout 1999.

        Safe Harbor Provision

        Certain statements in this filing are not historical facts but are
        "forward-looking statements" as defined under the Private Securities
        Litigation Reform Act of 1995. These statements are not guarantees of
        future performance and involve certain risks, uncertainties, and
        assumptions that are difficult to predict with regard to timing, extent,
        likelihood, and degree of occurrence. Therefore, actual results and
        outcomes may materially differ from what may be expressed or forecasted
        in such forward-looking statements. Furthermore, Herman Miller, Inc.,
        undertakes no obligation to update, amend, or clarify forward-looking
        statements, whether as a result of new information, future events, or
        otherwise. Forward-looking statements include, but are not limited to,
        statements concerning the outcome of GSA audits; future gross margin
        expectations; expected CORO investments; future debt-to-capital ratios;
        the ERP systems project; future tax rates; the Company's ability to
        implement its year 2000 project in accordance with estimated timetables
        and costs; and the consequences of potential year 2000 business
        interruptions.

                                      -14-
<PAGE>   15
C.      Financial Condition, Liquidity, and Capital Resources

        Second Quarter FY 1999 versus Second Quarter FY 1998

        1.     Cash flow from operating activities was $84.7 million versus 
               $96.6 million in the first six months
               of fiscal 1998.
        2.     Days sales in accounts receivable plus days sales in inventory 
               decreased to 53.4 days versus 60.3
               days on November 29, 1997, and 56.2 days on May 30, 1998.
        3.     Total interest-bearing debt decreased to $112.2 million compared
               to $130.7 million at May 30, 1998. Debt-to-total capital now
               stands at 31.4 percent versus 36.1 percent on May 30, 1998. Going
               forward, we expect to be in the range of 30 to 35 percent for the
               debt-to-total capital ratio.
        4.     Capital expenditures for the first six months of fiscal 1999 were
               $44.8 million versus $23.9 million for the first six months of
               fiscal 1998. Much of the increase was related to the
               implementation of our enterprise-wide information system,
               continued implementation of our electronic selling platform, and
               new product development. We also expect to spend $20 million
               for the continued development of the Coro network.
        5.     During the first six months of fiscal 1999, the company
               repurchased 2.4 million shares of common stock for $63.5 million.

                                      -15-
<PAGE>   16
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 
        November 28, 1998.

                                      -16-
<PAGE>   17
                                   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.



January 12, 1998                   /s/ Michael A. Volkema
                                   -----------------------------------
                                   Michael A. Volkema
                                   (President and
                                   Chief Executive Officer)



January 12, 1998                   /s/  Brian C. Walker
                                   -----------------------------------
                                   Brian C. Walker
                                   (Chief Financial Officer)

                                      -17-
<PAGE>   18
Exhibit Index

(27)     Financial Data Schedule (Exhibit available upon request)

                                      -18-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAY-29-1999
<PERIOD-START>                             MAY-31-1998
<PERIOD-END>                               NOV-28-1998
<CASH>                                          97,310
<SECURITIES>                                         0
<RECEIVABLES>                                  211,832
<ALLOWANCES>                                    15,769
<INVENTORY>                                     44,057
<CURRENT-ASSETS>                               385,758
<PP&E>                                         614,903
<DEPRECIATION>                                 318,904
<TOTAL-ASSETS>                                 767,982
<CURRENT-LIABILITIES>                          343,485
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        16,988
<OTHER-SE>                                     228,068
<TOTAL-LIABILITY-AND-EQUITY>                   767,982
<SALES>                                        912,321
<TOTAL-REVENUES>                               912,321
<CGS>                                          565,997
<TOTAL-COSTS>                                  565,997
<OTHER-EXPENSES>                               221,040
<LOSS-PROVISION>                                 3,039
<INTEREST-EXPENSE>                               4,666
<INCOME-PRETAX>                                120,618
<INCOME-TAX>                                    47,700
<INCOME-CONTINUING>                             72,918
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    72,918
<EPS-PRIMARY>                                      .85
<EPS-DILUTED>                                      .84
        

</TABLE>


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