8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: December 18, 2007
(Date of earliest event reported)

HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)

Michigan
(State or Other Jurisdiction of
incorporation) 001-15141
(Commission File No.) 38-0837640
(IRS Employer
Identification No.)

855 East Main Avenue
Zeeland, Michigan
(Address of Principal Executive Offices) 49464
(Zip Code)

(616) 654-3000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On December 19, 2007, Herman Miller, Inc. issued a press release announcing its financial results for the quarter and six-month period ended December 1, 2007. A copy of the press release is attached as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 18, 2007, Herman Miller, Inc. completed a debt financing transaction involving the issuance of $200 million in senior unsecured private placement notes. $50 million of these notes are due in January 2015, and bear interest at a fixed annual coupon rate of 5.94%. The remaining $150 million is due in January 2018 and bears interest at a fixed annual coupon rate of 6.42%. Banc of America Securities, LLC, and J.P. Morgan Securities Inc., acted as joint placement agents in the transaction. The funding date of the transaction is scheduled for January 3, 2008. The company intends to use proceeds from the notes for an accelerated share repurchase of its stock.

Also on December 18, 2007, the company completed a refinancing of its existing unsecured credit facility, which increased its borrowing capacity from $150 million to $250 million. Wells Fargo Bank and Wachovia Bank acted as joint lead arrangers on the new five-year variable rate facility which includes a $100 million increase option, subject to customary conditions. The facility may be used to refinance existing debt, provide working capital, or other general corporate purposes.

Item 7.01. Regulation FD Disclosure

On December 19, 2007, Herman Miller, Inc. issued a press release announcing its plans to utilize an Accelerated Share Repurchase (ASR) program to repurchase $200 million of its outstanding shares. The company plans to retain Morgan Stanley as the lead financial counterparty in the ASR transaction, which is expected to begin in January 2008.

On December 19, 2007, Herman Miller, Inc. entered into a Stock Purchase Agreement to acquire Brandrud Furniture, Inc. (“Brandrud”). Brandrud is a Seattle-based manufacturer of healthcare furnishings, with an emphasis on seating products for patient rooms, patient treatment areas, and public spaces such as lobbies and waiting areas. Brandrud also serves the higher education and office markets. The closing of the transaction is anticipated to be on or before February 1, 2008, subject to customary conditions including the successful completion of due-diligence. The company issued a press release on December 19, 2007 announcing this acquisition. A copy of this press release is attached as Exhibit 99.2.

The information in this Form 8-K under Items 2.02 and 7.01 and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

99.1 Press release dated December 19, 2007

99.2 Press release dated December 19, 2007

2

SIGNATURE

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

Dated: December 19, 2007 HERMAN MILLER, INC.
(Registrant)


By: /s/ Curtis S. Pullen
      ——————————————
      Curtis S. Pullen
      Chief Financial Officer

3

EX-99

Exhibit 99.1

Release
Date
Contact Immediate
December 19, 2007
Joe Nowicki (616) 654 5222 or joe_nowicki@hermanmiller.com
Curt Pullen (616) 654 3754 or curt_pullen@hermanmiller.com

Media: Mark Schurman (616) 654 5498 or mark_schurman@hermanmiller.com

Address
Internet Herman Miller, Inc., 855 East Main Avenue, PO Box 302, Zeeland, MI 49464-0302
www.hermanmiller.com

Herman Miller, Inc., Reports Record Quarterly EPS and Announces $200 Million Accelerated Share Repurchase Program

Webcast to be held Thursday, December 20, 2007, at 9:30 AM EST

Herman Miller, Inc., today reported results for its second quarter ended December 1, 2007. Increases in sales, orders, and gross margins, coupled with a decrease in operating expenses, resulted in the highest quarterly earnings per share ever recorded by the company. Net earnings were $41.0 million, an increase of 12.0% over net earnings of $36.6 million for the same period in the prior year, and earnings per share were $0.67, an increase of 19.6% over the same period in the prior year of $0.56. Excluding restructuring expenses, Q2 earnings per share would have been $0.72.

Sales for the quarter increased a modest 1.4%, while orders increased a strong 8.2% from the year-ago period. Operating earnings expanded to 12.9% of sales based on improvements both in gross margin and operating expenses. Operating earnings included $5.2 million in pre-tax restructuring expenses related to the cost reduction activities announced earlier in the quarter.

The company’s Board of Directors has approved the issuance of $200 million in Senior Unsecured Private Placement Notes and a plan to implement a $200 million Accelerated Share Repurchase program to begin in January 2008. The company has also negotiated an Unsecured Revolving Credit Facility of $250 million. Details of the new debt agreements will be reported in a Form 8-K filing with the Securities and Exchange Commission.

Additionally, the company announced in a separate release an agreement to acquire Seattle-based Brandrud Furniture, Inc. Brandrud is a manufacturer of healthcare furnishings, with an emphasis on seating products for patient rooms, patient treatment areas, and public spaces, such as lobbies and waiting areas.

Brian Walker, Chief Executive Officer, stated, “We are pleased with this quarter’s results and the superb performance of our employee-owners. We were able to increase earnings with a very modest increase in top-line performance. This is a testament to the organization’s ability to manage costs and drive operational efficiencies while continuing to push our strategic growth initiatives forward. We made substantial progress this quarter in our previously outlined initiatives to improve underlying business performance, accelerate investment in our growth initiatives, and more effectively use our balance sheet to create long-term value.”

-more-

Walker continued, “Brandrud is an excellent company and a great strategic fit. This acquisition will expand our healthcare product offer and add management talent and strength to our efforts. The capital structure changes reflect the Board and management’s confidence that we have the right long-term strategy for creating wealth for our shareholders and employee-owners. Our strong cash flow, resilient business model and ample revolving credit facility ensure we have the financial flexibility to continue to invest in our strategic growth initiatives.”

FINANCIAL HIGHLIGHTS (Dollars in millions, except per share data)
	Three Months Ended									Six Months Ended
	12/01/07			12/02/06			Percent Change			12/01/07			12/02/06			Percent Change
Net Sales	$	505	.9	$	499	.1		1	.4%		997	.6	$	948	.8		5	.1%
Gross Margin %		35	.6%		34	.1%		5	.7%		34	.9%		34	.0%		7	.7%
Operating Expenses		109	.7		111	.7		(1	.8)%		223	.6		218	.3		2	.4%
Restructuring Expense		5	.2		0	.0		N/	A		5	.2		0	.0		N/	A
Operating Earnings %		12	.9%		11	.8%		11	.1%		11	.9%		11	.0%		13	.9%
Net Earnings		41	.0		36	.6		12	.0%		74	.4		65	.1		14	.3%
Earnings per share - diluted		$0	.67		$0	.56		19	.6%		$1	.20		$0	.99		21	.2%
Orders		572	.5		529	.1		8	.2%		1,056	.3		1,032	.3		2	.3%
Backlog		346	.5		323	.9		7	.0%		346	.5		323	.9		7	.0%

The company’s consolidated sales, orders, and backlog reflected year-over-year and sequential growth. Sales for the quarter were $505.9 million, up 1.4% from the same period a year ago and up 2.9% sequentially from the previous quarter. Orders were $572.5 million for the quarter, increasing 8.2% from the prior year and 18.3% from the prior quarter. Backlog was $346.5 million, up 7.0% from the same period a year earlier and up 23.8% sequentially from the previous quarter.

“We saw marked improvement in order entry rates throughout the quarter as compared to first quarter levels,” said Curt Pullen, Chief Financial Officer. “While this is consistent with our normal seasonal pattern, the improvement was better than we anticipated. Our North American orders grew 9.7% over the prior year and 19.6% over the prior quarter. Orders outside of North America continued to improve and grew 12.1% over the prior year and 5.7% over the prior quarter.”

-more-

Gross margin increased to 35.6% of sales, an improvement of 150 basis points from both the prior year and prior quarter of 34.1%. Gross margin was positively affected by the leverage gained from additional production volume, a mix shift to more profitable product lines, stable commodity costs, and the favorable impact of the company’s February price increases.

Operating expenses declined to 21.7% of sales, in part driven by the cost reduction actions outlined earlier in the quarter. This was partially offset by higher compensation cost and increases in tax-related accruals. The company also recorded one-time restructuring expenses of $5.2 million in the quarter for employee separation costs associated with the previously announced cost-reduction actions.

Curt Pullen added, “We had an outstanding quarter – our order rates picked up during the quarter to provide solid production volumes, we had a favorable product mix, and we did a very good job of managing cost. As a result, we were able to drive the highest quarterly operating income level we have seen in over eight years.”

The company’s ending cash position was $74.2 million. Cash flow from operations for the quarter totaled $55.9 million compared to $30.6 million for the same period last year. Capital spending for the quarter was $10.1 million compared to $10.2 million for the same period last year. The company also repurchased approximately 0.2 million shares of its stock for $5.3 million at an average price of $26.98 per share during the quarter.

Looking forward, as a result of the strong ending backlog, the company expects third quarter fiscal 2008 sales to be in a range of $475 million to $500 million. This represents a 2% decrease to 3% increase over the prior year. The company estimates earnings per share of $0.55 to $0.62, an increase of 10% to 24% over the prior year. The forecast includes an estimated reduction in the average shares outstanding as a result of the Accelerated Share Repurchase program discussed above.

Brian Walker concluded, “Given the current economic environment, we remain conservative in our assessment of the U.S. market’s near-term growth potential. Our previously announced actions were designed to enable us to weather a period of softer demand, accelerate our investment in growth initiatives, and drive improved long-term operating performance. If the U.S. economy proves to be more robust than anticipated, we are well positioned to serve our customers’ needs. We are very confident that our long-term investment initiatives will drive superior performance for our customers, employee-owners, and shareholders.”

The company announced a live webcast to discuss the results of the fiscal 2008 second quarter on Thursday, December 20, 2007, at 9:30 a.m. EST. To ensure your access to the webcast, you should allow extra time to visit our website at www.hermanmiller.com to download the streaming software necessary to participate. An online archive of the presentation will be available on the website later that day.

-more-

About Herman Miller

The designs and services of Herman Miller enhance the performance of human habitats worldwide, making customers’ lives more productive, rewarding, delightful, and meaningful. The company’s award-winning products, complemented by furniture-management and strategic consulting services, generated $1.92 billion in revenue during fiscal 2007. Herman Miller is widely recognized both for its innovative products and business practices. In fiscal 2004 Herman Miller was named recipient of the prestigious National Design Award for product design from the Smithsonian Institution’s Cooper-Hewitt, National Design Museum. In 2007 the company was again included in CRO magazine’s “100 Best Corporate Citizens” and was cited by Fortune magazine as the “Most Admired” company in its industry. The company trades on the NASDAQ market under the symbol MLHR. For additional information visit www.HermanMiller.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the office furniture industry, the economy, and the company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation, employment and general economic conditions, the pace of economic recovery in the U.S. and in our international markets, the increase in white-collar employment, the willingness of customers to undertake capital expenditures, the types of products purchased by customers, competitive-pricing pressures, the availability and pricing of raw materials, our reliance on a limited number of suppliers, currency fluctuations, the ability to increase prices to absorb the additional costs of raw materials, the financial strength of our dealers, the financial strength of our customers, the mix of our products purchased by customers, our ability to attract and retain key executives and other qualified employees, our ability to continue to make product innovations, the success of newly introduced products, our ability to serve all of our markets, possible acquisitions, divestitures or alliances, the outcome of pending litigation or governmental audits or investigations, political risk in the markets we serve, and other risks identified in our filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller, Inc., undertakes no obligation to update, amend, or clarify forward-looking statements.

-more-

Financial highlights for the quarter ended December 1, 2007 follow:

Herman Miller, Inc.
Condensed Consolidated Statements of Operations
(Unaudited) (Dollars in millions, except per share data)

	Three Months Ended
	December 1, 2007				December 2, 2006
Net Sales	$	505.9	100.0	%	$	499.1	100.0	%
Cost of Goods Sold		325.8	64.4	%		328.7	65.9	%
Gross Margin		180.1	35.6	%		170.4	34.1	%
Operating Expenses		109.7	21.7	%		111.7	22.4	%
Restructuring Expenses		5.2	1.0	%		-	0.0	%
Operating Earnings		65.2	12.9	%		58.7	11.8	%
Other Expense, net		3.1	0.6	%		2.8	0.6	%
Earnings before Taxes		62.1	12.3	%		55.9	11.2	%
Income Taxes		21.1	4.2	%		19.3	3.9	%
Net Earnings	$	41.0	8.1	%	$	36.6	7.3	%
Earnings Per Share - Basic	$	0.67			$	0.57
Weighted Average Basic Common Shares		60,859,633				64,570,365
Earnings Per Share - Diluted	$	0.67			$	0.56
Weighted Average Diluted Common Shares		61,264,100				65,559,929

-more-

Herman Miller, Inc.
Condensed Consolidated Statements of Operations
(Unaudited) (Dollars in millions, except per share data)

	Six Months Ended
	December 1, 2007				December 2, 2006
Net Sales	$	997.6	100.0	%	$	948.8	100.0	%
Cost of Goods Sold		649.9	65.1	%		626.1	66.0	%
Gross Margin		347.7	34.9	%		322.7	34.0	%
Operating Expenses		223.6	22.4	%		218.3	23.0	%
Restructuring Expense		5.2	0.5	%		-	0.0	%
Operating Earnings		118.9	11.9	%		104.4	11.0	%
Other Expense, net		6.5	0.7	%		5.7	0.6	%
Earnings before Taxes		112.4	11.3	%		98.7	10.4	%
Income Taxes		38.0	3.8	%		33.6	3.5	%
Net Earnings	$	74.4	7.5	%	$	65.1	6.9	%
Earnings Per Share - Basic	$	1.21			$	1.00
Weighted Average Basic Common Shares		61,320,532				64,837,361
Earnings Per Share - Diluted	$	1.20			$	0.99
Weighted Average Diluted Common Shares		61,812,443				65,589,905

-more-

Herman Miller Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited) (Dollars in millions)

	Six Months Ended
	December 1, 2007			December 2, 2006
Net Earnings	$	74.4		$	65.1
Cash Flows provided by Operating Activities		87.7			24.2
Cash Flows used for Investing Activities		(19.7	)		(16.8	)
Cash Flows used for Financing Activities		(73.7	)		(61.5	)
Effect of Exchange Rates		3.5			-
Net Decrease in Cash		(2.2	)		(54.1	)
Cash, Beginning of Year		76.4			106.8
Cash, End of Period	$	74.2		$	52.7

-more-

Herman Miller, Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions)

	December 1, 2007		June 2, 2007
	(Unaudited)		(Unaudited)
Assets
Current assets
Cash and equivalents	$	74.2	$	76.4
Short-term investments		17.7		15.9
Accounts receivable (net)		200.7		188.1
Inventories		73.7		56.0
Prepaid Expenses and Other		50.5		48.3
Totals		416.8		384.7
Net property and equipment		194.5		196.6
Other assets		86.1		84.9
Total Assets	$	697.4	$	666.2
Liabilities and Shareholders' Equity
Current liabilities
Unfunded checks	$	7.0	$	7.4
Current long-term debt		3.0		3.0
Accounts Payable		124.9		110.5
Accrued liabilities		159.4		163.6
Totals		294.3		284.5
Long-term debt		175.8		173.2
Other noncurrent liabilities		63.5		52.9
Total Liabilities		533.6		510.6
Minority Interest		0.2		0.3
Shareholders' equity		163.6		155.3
Total Liabilities and Shareholders' Equity	$	697.4	$	666.2

-end-

EX-99

Exhibit 99.2

Release
Date
Contact Immediate
December 19, 2007
Joe Nowicki (616) 654 5222 or joe_nowicki@hermanmiller.com
Curt Pullen (616) 654 3754 or curt_pullen@hermanmiller.com

Media: Mark Schurman (616) 654 5498 or mark_schurman@hermanmiller.com

Address
Internet Herman Miller, Inc., 855 East Main Avenue, PO Box 302, Zeeland, MI 49464-0302
www.hermanmiller.com

Herman Miller, Inc., Announces Strategic Acquisition of Brandrud Furniture, Inc. to Expand its Product Offerings and Competitive Position in the Healthcare Furnishings Sector

Herman Miller, Inc., announced today a definitive agreement to acquire Brandrud Furniture, Inc., a Seattle-based manufacturer of healthcare furnishings. The transaction is expected to be completed in February 2008, pending the conclusion of due diligence. Terms of the transaction were not disclosed.

Brandrud is a manufacturer of healthcare furnishings, with an emphasis on seating products for patient rooms, patient treatment areas, and public spaces such as lobbies and waiting areas. Brandrud also serves the higher education and office markets. The company is expected to have 2007 sales of approximately $20 million. Brandrud and Herman Miller have shared a successful marketing alliance since October 2005.

“This acquisition supports Herman Miller’s strategy of accelerating investment in high-return growth initiatives,” said Brian Walker, Chief Executive Officer. “Brandrud has been increasingly recognized for its high-quality and well-designed products, making it an excellent strategic fit with our company. The acquisition enables Herman Miller to gain access to a proven product portfolio that strengthens and expands our healthcare offering. The Company also has a strong management team and excellent workforce that share both our values and our growth ambitions.”

Lee Falck and Bobby Holt acquired Brandrud in 2000 and serve as co-presidents. “We welcome the opportunity to build on our healthcare expertise, design heritage, and high standards for quality and customer service with Herman Miller,” said Falck. “Our experience as alliance partners for the last two years makes us confident in the success of this union.”

-more-

Beth Nickels, President of Herman Miller for Healthcare, commented, “Brandrud’s products complement our current offering and demonstrate a clear understanding of the needs of healthcare organizations. The acquisition of Brandrud will accelerate the momentum we have been gaining in this segment and offers further evidence of our commitment to this fast growing market.”

About Herman Miller

The designs and services of Herman Miller enhance the performance of human habitats worldwide, making customers’ lives more productive, rewarding, delightful, and meaningful. The company’s award-winning products, complemented by furniture-management and strategic consulting services, generated $1.92 billion in revenue during fiscal 2007. Herman Miller is widely recognized both for its innovative products and business practices. In fiscal 2004 Herman Miller was named recipient of the prestigious National Design Award for product design from the Smithsonian Institution’s Cooper-Hewitt, National Design Museum. In 2007 the company was again included in CRO magazine’s “100 Best Corporate Citizens” and was cited by Fortune magazine as the “Most Admired” company in its industry. The company trades on the NASDAQ market under the symbol MLHR. For additional information visit www.HermanMiller.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the office furniture industry, the economy, and the company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation, employment and general economic conditions, the pace of economic recovery in the U.S. and in our international markets, the increase in white-collar employment, the willingness of customers to undertake capital expenditures, the types of products purchased by customers, competitive-pricing pressures, the availability and pricing of raw materials, our reliance on a limited number of suppliers, currency fluctuations, the ability to increase prices to absorb the additional costs of raw materials, the financial strength of our dealers, the financial strength of our customers, the mix of our products purchased by customers, our ability to attract and retain key executives and other qualified employees, our ability to continue to make product innovations, the success of newly introduced products, our ability to serve all of our markets, possible acquisitions, divestitures or alliances, the outcome of pending litigation or governmental audits or investigations, political risk in the markets we serve, and other risks identified in our filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller, Inc., undertakes no obligation to update, amend, or clarify forward-looking statements.

-end-