Good morning, everyone, and welcome to this Herman Miller, Inc. Third Quarter Fiscal Year 2012 Earnings Results Call. This call is being recorded. This presentation will include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include those risk factors discussed in the company's reports on Form 10-K and 10-Q and other reports filed with the Securities and Exchange Commission. Today's presentation will be hosted by Mr. Brian Walker, President and Chief Executive Officer; and Mr. Greg Bylsma, Executive Vice President and Chief Financial Officer. Mr. Walker and Mr. Bylsma are joined by Mr. Jeff Stutz, Treasurer and Vice President, Investor Relations. Mr. Walker and Mr. Bylsma will open the call with a brief presentation, which will be followed by your questions. [Operator Instructions] At this time, I would like to begin the presentation by turning the call over to Mr. Walker. Please begin.

Good morning, and welcome. Given the pension-related action we outlined in last night's press release, our prepared remarks on today's call will take a bit more time to cover than usual. In order to accommodate this, I'll keep my introductory comments brief, so we can reserve as much time as possible to answer your questions. I'll open with some thoughts on the macroeconomic backdrop to the business, which in recent months has shown some encouraging signs of improvement. Despite ongoing concerns relating to Europe's sovereign debt crisis, the U.S. economy appears to be gaining traction. The overall employment picture has continued to trend upward, albeit slowly. Both business and consumer confidence measures have improved in recent months, and corporate balance sheets remain flushed with cash. More recently, longer-range indicators of our industry's health, including nonresidential construction and architectural building activity, have moved into positive territory. Our financial results this quarter reflect a somewhat mixed pattern of demand. Within our North American business segment, order activity was muted by year-over-year decreases within both the federal government and health care sectors. Adjusted for the impact of dealer deconsolidation, order entry in the remainder of our core North American office furniture business was up 9% from last year, with the growth coming from the majority of the industry sectors and geographies we serve. In all, despite the pockets of slowing demand we experienced this quarter, I'm optimistic that the improvements we're seeing in today's economy signal a positive direction for our North American operations in coming months. We again enjoyed solid year-over-year order growth within our Specialty and Consumer segments in the third quarter. This was highlighted by a double-digit increase in our consumer retail business. In December, I described for you the launch of a new initiative we're calling the Herman Miller…

Thanks, Brian. On a consolidated basis, net sales in the third quarter of $400 million were 4% below the same quarter last year. New orders in the period, which totaled $361 million, were down 2% on a year-over-year basis. Factoring in the effect of dealership sold earlier in the fiscal year, pro forma sales in the third quarter grew approximately 1% on a year-over-year basis. On the same measure, pro forma orders in Q3 increased 3% over last year's level. On a sequential quarter basis, sales in Q3 decreased 10% from the second quarter level. Orders were down 18% from Q2, an amount that is consistent with historical season order patterns for our business. I'll now review sales in order performance by business segment. Sales within our North American reporting segment of $280 million were down 10% from the prior year. Orders in the third quarter, which totaled $247 million decreased approximately 7% on a year-over-year basis. Adjusting for the impact of dealer deconsolidation, net sales for the segment decreased 4%, while orders were flat in relation to last year. As Brian mentioned, we experienced a softening in order activity this quarter relative to the prior year within the government and health care sectors. While orders in both of these categories posted year-over-year decreases, we did see solid growth over the last year across the remainder of the customer groups within this reporting segment. On a sequential basis, sales in our North American reporting segment decreased 13% from the second quarter level, while new orders were down 19%. Our international operations again posted strong results, with double-digit increases in sales and orders versus the prior year. Consistent with the past several quarters, the largest percentage growth came from within Asia and Latin America. In total, our non-North American business segment…

Thank you, Greg. Good morning, everyone. Operating cash flows in the third quarter were a solid $44 million. This marks a significant rebound in cash generation from the first half of this fiscal year and has doubled the level we reported in the third quarter of fiscal 2011. Changes in working capital drove a $27 million source of cash in the quarter, the largest contributors of which were decreases in trade receivables and inventory. Capital expenditures in the third quarter totaled $6 million, and we paid just over $1 million in the period for dividends. We ended the quarter with total cash and equivalents of $218 million, up approximately $37 million from our Q2 ending balance. We remain in compliance with all debt covenants, and as of quarter-end, our gross debt-to-EBITDA ratio was approximately 1.4:1, a substantial improvement from the level we were running at this time last year. The available capacity on our bank credit facility stands at $140 million, with the only usage being from outstanding letters of credit. Given our current cash balance, ongoing cash flows from operations and our total borrowing capacity, we're confident in our ability to meet the financing needs of the business moving forward. That's the balance sheet and liquidity overview for the quarter. And I'll now give the call back to Greg to cover the Q4 sales and earnings guidance.

Okay. As we indicated in our press release, we are expecting net sales in the fourth quarter to range between $415 million and $435 million. Earnings in the quarter are expected to be between $0.28 and $0.32 per share on a diluted basis. At the midpoint of our sales range, we would expect our gross -- Q4 gross margin to approximate 33.6%, and operating expenses between $112 million and $113 million. Our guidance includes revenue from POSH in the quarter of approximately $10 million, and we expect operating earnings from POSH to be breakeven in the period. Finally, we expect our effective tax rate in the fourth quarter to be between 31% and 33%. Before we turn the call back to the operator to take your questions, we want to spend a few additional minutes outlining some details behind the planned actions we announced in last night's press release related to our employee retirement programs. In order to aid in your understanding the analysis of these planned actions, we are offering supplemental slide materials in connection with this webcast. These slides were filed with the SEC last night on Form 8-K along with our press release and are currently available for download on our Investor web page at hermanmiller.com. I'll first begin with some context for the discussion. Our retirement benefit program at Herman Miller is comprised of a variety of plans, which vary for employees based on factors such as legal entity affiliation, geographic location and date of employment. These plans can generally be divided into 2 categories: defined contribution and defined benefit programs. The actions we are discussing with you today involve our defined benefit pension programs, of which we have 3 separate plans around the world. Slides 2 through 4 of the supplemental materials provide a high-level…

Okay. As our comments in the press release indicated, these actions will cause our income statement to be a bit messy as we move through the transition period. To help you understand why, I first need to explain an important aspect of pension accounting. GAAP accounting requires the company to measure and report the assets, liabilities and P&L impact of a defined benefit pension plan on an annual basis. The assets of a plan are measured as fair value based on their quoted market prices. The liabilities and expenses of a plan are more difficult to determine and require a plan sponsor to make a number of assumptions about the future. As time goes by, the actual performance of a plan will differ from these assumptions. For example, the sponsor of a pension plan may estimate its investment portfolio will return 7% each year, whereas actual asset performance may be far different than this. These differences, known as actuarial gains and losses, are accumulated and tracked over time. Eventually, the plan sponsor will be required to recognize these differences in the P&L. However, GAAP accounting rules allow for these differences to be recognized in the income statement over a relatively long time period. Until they're recognized in the P&L, these accumulated differences are carried on the balance sheet as a component of stockholders equity. Like many traditional pension plans in existence today, our defined benefit plan has accumulated significant actuarial losses over the past several years. As we indicate on Slide 6 of the supplemental materials, these totaled approximately $150 million on a pretax basis as of the end of last fiscal year. In an ongoing plan, these losses would be amortized as a noncash component of pension expense over several years. However, because we intend to terminate our U.S.…

[Operator Instructions] Our first question is from Budd Bugatch of Raymond James.

I guess I understand much on the pension and I actually agree with your action, so I'm not going to concentrate my question or questions on that. I really want to talk a little about revenues and what you see going forward now with the ABI [ph] turning or challenging positive territory. And just talk about customer visits and what you're seeing in terms of project versus day-to-day business and maybe if you can separate that between, I guess, what you would call the core or -- and even with health care and government. And kind of give us a feel of what the future looks like over maybe the next 6 months or 12 months from your view.

Jeff, you want to start maybe giving some of that background statistics stuff, and then we'll talk and will put some color around it, so we'll have the numbers out there for everybody.

Yes, sure. But in total customer visits, we were flat year-to-year in the quarter, pretty even. I don't have off the top of my head the breakdown between the different sectors but certainly can follow up with you after the call. I'll have to look that up.

Project activity versus none?

Total project activity, we were 44% mix, so not all together different than we where, I think, last year at this time; we were 47%. We estimated it about similar -- about 45% last quarter, so it hasn't changed a great deal.

Budd, this is Brian. I'll just add some kind of mere [ph] qualitative stuff around that. I think we're always in this period of time where it's a little harder to get a new better round along time, so you know that it's harder in this kind of 3-month window to get a great view about where the next year is going to be because it gets so bumpy around the Christmas holidays. And we always go into this period, Greg and I laugh every year and say December and January, we're going to be really nervous but feel a little better in February. We'll get to March before we really know where things are going. Certainly, this year was no different than that typical pattern that when you look at it overall, it's certainly been flat. My gut still, and this is much more of a feeling, is that we're feeling as an industry 2 macro things that have cooled the industry down a little bit. First of all -- or maybe 3. First of all, I think the bounce off the bottom was stronger than what we would have anticipated and that was probably a lot of pent-up demand that was out there. The second thing that certainly has happened, I think the nervousness that came in the general economy last year in April and May took about 6 months before we began to see it. And the third factor has clearly been that there has been a difference in the magnitude of what's going on, particularly in the federal government, that's in both health care and non-health care. I think some of that, by the way, is probably the government right-sizing itself, although that's probably an optimistic view. I think some of it is also -- we…

Okay. I am a little surprised to hear China is strong. We heard some pockets of weakness there, and so -- but you're not seeing that as of yet. And of course, you're adding POSH just at the same time.

Yes. And POSH has had -- has been -- it's not as -- it's not -- I mean, like, I think you hear from everybody. You're right. China is probably not as strong as it was a year or 2 ago in terms of growth rate, but it's still comparatively strong compared to what we'd see globally.

Okay. And did I hear you say POSH in the guidance is $10 million or $5 million a month? Is that the way to read that?

It was 10 minutes -- it's $10 million for the last 2 months, Budd.

So about a $60 million annual run rate for POSH?

Yes.

Okay. All right. And one last question for me is on the operating expense line. I think you have about $2.1 million of reserve increase in that. So does that mean the run rate for expenses is more like $105 million, $106 million on the OpEx line other than the stuff that we're going to see with the pension accounting, which you're going to have to book for that?

We -- well, you've got to add POSH into there. So we -- what we gave in our guidance represents the $112 million to $113 million, Budd, for the fourth quarter.

Okay. And that would cost [ph] at about $7 million a month or something like that? How many dollars a quarter for this?

No, I mean, the fourth quarter represents -- Budd, as you know, the Q4 number usually jumps up a little bit as we get ready for NeoCon. So, I mean, that's probably a little higher. The $112 million includes POSH, but it's probably a little higher than the -- what you would have in the run rate on a fourth quarter basis.

And POSH will be accretive first year? How will that be?

We think that number in the first year because of the arrangement, the improvement -- there's a lot of discussion about how the manufacturing takes place, Budd, but the net of that is over a 3-year period, margins will slowly increase. We think accretive in the first year is $0.05 to $0.06.

Our next question is from Leah Villalobos of Longbow Research.

I was wondering if you could talk a little bit more. It sounds like you're optimistic for the back half of the calendar year, but -- and it sounds like the leading indicators are headed in the right direction. But customer visits, which seems like a pretty important leading indicator, were flat during the quarter. Did that -- was that flat kind of consistent throughout the quarter? Did you see some improvement? Can you kind of reconcile those 2?

I don't know that you can read anything into interim, what -- how the quarter moved around with visits because that all depends on projects and that kind of stuff. So I think we're trying to -- if you go there, you try to take a fairly macro thing and try to look, analyze it to micro, you won't get much out of that, to be frank. Overall, I think if you look at the general industry in the last 4 or 5 months, it's been fairly flat, and I think customer visits have reflected that. On the other hand, what you hear from the team out there, and you can watch in the macro data, as hiring continues to increase, people are beginning to talk much more about redoing even their corporate headquarters. And there's a fair amount of activity on that side. So we just think that as the economy continues to improve and companies have cash and employment continues to gain traction, we'll see a stronger industry, and that the underlying data and drivers of the industry look like they'll head in the right direction at that point.

Okay, that's helpful. And then just in terms of your exposure to federal government business kind of this quarter, maybe back half of the calendar year versus first half of the calendar year, do you have less exposure, or is it pretty consistent throughout the year?

Well, first of all, the federal government is a little bit lumpy. You'll tend to see a fairly heavy order pattern for federal government when you get to more the fall timeframe, where typically we would've seen a lot of shipments hangover from the fall and be in the third quarter, which we didn't have as much of this year, given the lighter order entry in last -- in the second quarter. So there -- it does move around a little bit by quarter-to-quarter.

Okay. But it sounds like for the May quarter, there would be less exposure. Is that fair?

When you say less exposure, less exposure in terms of total dollars versus like the second quarter or are you talking about year-over-year change?

No. The mix, I guess, how much of it is the kind of a second quarter versus your overall exposure for the year? Excuse me, not the second quarter. The fourth quarter.

Leah, this is Jeff. I would -- if you go back up -- take it back a year ago, we were 14% in fiscal 2011, federal government. We'll certainly going to be lower than that this year. And I would say yes, given what we saw last quarter, what we saw this -- in Q3, that's probably fair that it's going to be a bit lighter than what it had been in the first part of the fiscal year in terms of percentage mix.

Our next question is from Matt McCall of BB&T Capital Markets.

So in the release, I think that the quote was something along the lines of outside of government and health care. I think it said most of the other areas in North America were up or strong. I can't remember the exact word. What was not strong? What was down besides government and health care? What was the reference there?

I think really, Matt, you're probably parsing the words more than we meant it to be, to be frank. I think the 2 areas that we're particularly -- where we saw softness was going to be in health care and in government. On the general commercial side overall, now just try and not go down to FIC code and all that kind of detail. But generally, health care and the government were the areas that were weak. The others were flat to actually up. So I think those were the 2 that we saw the most difficulty in.

Matt, the only other -- the reference, if there was one, will reference [ph] state and local, which down slightly.

Got it. And then, I know we talked in the past about the spike in government activity a year ago. Was there a similar spike -- and I'm sorry if I missed this, was there a similar spike in that health care activity? I know you talked about those 2 being related, health care and the government being a big driver of the weakness. Or is there something broader going on there with a slowdown? Is it a tough comp issue just like with government, or is it a slowdown?

I think if you look at it year-over-year, both of them were down. There's no doubt about that. I don't -- spike -- I mean, spike is always an interesting word. I mean, both our government business has jumped up a lot, the kind of core government business has jumped up a lot the year before. We didn't see as big a jump, so when you look at it year-over-year. Health care has been a fairly strong building sequence over a number of years. It gets a little clouded by the fact that we've done some acquisitions on top of that, Matt, to get to that level of what the spike versus us bringing things into the business that wasn't there before. But there's no doubt that when you look at the government sector of health care, it has been lighter than what was 12 months ago.

Okay. So you're making some news and you talked about the importance of the international or some of those emerging markets. Obviously POSH is a big part of that. You also called out Latin America. What's your goal, Brian, for that non-North America segment if we talk 3 to 5 years out as a percent of your total business? And are there any margin implications that we should keep in mind as it becomes a bigger part of the total?

Well, let me start with margins. Overall, my answer to that is no, I don't see it as being loudly different in terms of operating income. Right now, it's actually a little bit better than our average. Some of that is because of the mix. It's got -- today has a heavier mix towards product lines that are further up the margin curve. Some of that, Matt, will move around a little as we go through this POSH integration, as Greg mentioned in the beginning. For the first 2 to 3 years, they will be acting as a contract manufacturer for us. Because of that obviously, we'll give up some of the margin back to the manufacturing entity. Over time, we'll reintegrate that, so we're going to have a little bit of a dip in the overall margins as we go through that period. That was to give us enough time to get it transitioned to a new location. We think that's the smart thing to do, but we didn't really buy any of the manufacturing assets. So that's how we're going to play our way through that. Longer-term, when we get out there, I would imagine the margins overall will not be greatly different than what we see in the business in total. I said margins, I'm talking about operating margin. Some of that will depend on how good we are on the mix side. If we continue to drive a heavy mix towards ceding and towards higher-end consumer products, that will help on the margin side. But some of what we're trying to do is broaden out our offering so we can capture more of our global accounts by having the kind of offering that they need globally. So some of that I think will come back a little bit towards the average. In terms of total mix, we today -- we're a little bit ahead of where we thought we'd be at this point, actually, if you look at the mix of international to the total. Longer-term, if you look out in sort of that 3-to-5-year horizon, I can see the non-U.S. business being somewhere up in the 30% to 35% -- will be probably kind of the number we'd like to see it get to. That will make it a fairly sizable part of the overall business.

And then I guess the bottom part of that is, what do you -- what does the mix by country look like relative to today? So I guess, the first part is what does it look like today and what would -- how will that change when we get to 30% to 35%?

I don't think I've talked about it by country. I think you've got to think about it by region. Because when you look at each individual country, no one country is that much. I think the mix is clearly shifting. I mean, even when you just add in POSH, the mix has always been heavily towards where -- EMEA was more like 50%. It's probably getting today already to where it's more equal across the 3 and leaning towards Asia and Latin America. The first lean will be towards Asia, longer-term it'll lean towards Latin America as well, is my guess.

But right now, roughly 1/3 each?

Yes, Matt, this is Jeff. So if you look at our total non-U.S. sales represented about 26% of revenue in the quarter, just to give you an idea. That breakdown about, of that total pool of dollars, if you will, Europe represented about 1/3 of that amount; Asia about 25%; there's Latin America, but a smaller portion, obviously, 7%; and then Canada and Mexico combined, about 30% -- the balance, 35% or 36%. And that's not too far out. And those percentages are not wildly off from where we were for all of fiscal 2011. But it's actually shifted slightly towards Asia-Pacific as that has grown. That growth is outside the rest of the international business.

Got it. Okay. And So POSH has been obviously helped that Asian component. But Brian, you seem to reference that Latin America was going to move much higher. Is that -- are you planning to grow that organically and increase that piece of the pie organically?

Yes. We'll -- what we look for potential partners, no doubt about it. Right now, I would say the most likely scenario is we see additional investment in Asia from an operational standpoint as well as in Latin America.

[Operator Instructions] Our next question is from Todd Schwartzman of Sidoti.

Can you maybe, on the health care side, compare and contrast, if you will, the commercial private sector health care customers in North America versus the government business that represents health care?

In terms of what? You want our numbers or are you just have to -- the tenor of who they are?

Ideally, if you could quantify, that will be great. But if not, the tenor would certainly be helpful. I'm just trying to get my arms around when you cite government and health care and within the health care sector, just how much of that is mutually exclusive? How much of that is overlap, so to speak?

Yes. Well, Todd, first of all, I don't know if I can -- I can quantify sitting here today. And I don't know if I would go into that level of detail. But let me tell you from a qualitative standpoint. Our health care business is -- has a heavier mix of federal government business than our total business, i.e. it's heavier weighted towards federal government. So when you look at what's happened in health care for us if government is down generally. The impact on the health care business has been greater because of the pull back in the federal government. That, of course, is somewhat, I'd say cyclical. I don't mean cyclical in the sense it runs through business cycles, but it depends on what projects are out there and what's hot right at that moment in time. The health care business certainly was feeling a lot of benefit from a lot of the BRAC realignment, with their building major new health care facilities tied to that. The changes going on in the federal government as a lot of the investments going forward is much more -- going to be driven by how they convert to clinical environments that are not at the acute care hospitals, which means the project sizes are going to change probably as well, and they'll be more spread out, meaning rather than one giant hospital, you might do 100 clinics. And that's where we're going to have to -- we'll even have to change the way we think about how we're going to capture that business because it won't be singular location. So some of that is changing. Certainly, the commercial sector of health care is also then off in terms of purchasing. I know if you look at some of the other people who play in this space, even the non-furniture companies, a lot of them have been talking about the shift in capital spending towards IT. So it's not as if health care isn't investing. They just have to reprioritize some of their investments in the interim. And we think if you look at some of the forward data, that starts to work its way through and that there is construction stuff on the horizon. It's just going to be a period of time until we get through some of that building starting to come out of the ground.

Got you. Also Brian, I don't know -- I'm not sure if I heard you correctly, but I think you're making a comment earlier regarding the general commercial business. I thought I heard you say that things are better, but while at the same time, growth is not what it was a year ago. If you did make that type of qualitative comment, I'm just wondering what that comparison, what point in time that, that comparison -- were things are better now versus some prior period?

Well, if you remember last year, we came out of the fourth quarter, and -- or out of it, sorry, out of the calendar fourth quarter, out of our third quarter. And we began to see a fair amount of momentum in March, April and May last year, which actually was a little fast -- not last year, yes, last year? Yes. The year before, right -- when it really started to pick up, and we were seeing what growth rates there were some of the highest in the company's history, right out of that. If you look back to our fiscal year '11, we had one of the fastest growth rates the company has ever seen year-over-year in both terms of dollars and percentage, and that really began in the year before fourth quarter. So I'm just talking about the sheer tenor of overall growth rates aren't at the same percentage as they were back then. I don't -- that's not unusual that you come out of the downturn and you see a little bit of a jump for pent-up demand. I think this time, it was a little stronger coming out of the shoot than we have typically seen, where we saw a couple year build. This time, it seems like we went up stronger in the beginning, and then it just flattened out a little bit.

Got it. And lastly, with the pension shift in structure, has there been any change thinking long-term, not 1 or 2 years out, but in as far as your ranking your future uses of cash?

Well, I mean, it's certainly once we get this pension thing behind us, we've talked for the last couple of years, deliberately coming out of the downturn, that we wanted to reset the balance sheet to give us more flexibility through cycles. And we did that now in 2 steps: first step was last year's action to pay down debt; the second step was to get the pension plan taken care of. And we always said, look, we went to get that done first, we went to hold cash for strategic investments, and then we wanted to look at other things. I'd say the resetting of the balance sheet, when we get through the next 12 months or so and that cash goes out the door for the pension plan and we finally get it behind us, now there will be period in time where we won't know, and we think we know where the cash is going to be, we'll hold on to a little bit to make sure that, that final payment that Greg talked about, we know stays in the right zip code. And then of course, we're now down to what do we need to do strategically? And if anything, what else do we need to do around cash return to shareholders? I would tell you, still our belief is the first thing we've got to do is make sure that we have the money to go grow the business, and that means we've got to have the money to fuel stuff that was asked around earlier, like how do we get our presence built that we need in Latin America? How do we do what we need around Asia? In particular, we've got a fairly robust package of new products coming that sort of reset what the offer looks like. We have to make sure those things get done first and foremost, building out our consumer footprint that we think is really important to the future. Now does that mean that we won't have the ability to return cash in the interim? I wouldn't say that. That's something we're looking at. We're constantly looking at it and updating ourselves in terms of where it's at. Now that we've got these first couple of things behind us, Todd, we'll go back and relook at all that stuff again.

With respect to dividends, is the fact that your yield is significantly below the rest of the group, is that -- how much of a concern has that been? And how much of a consideration has that been for the Board? And how would that change, if at all, going forward?

Well, certainly the Board looks at the whole package, and I think what you've got to do is prioritize where you want to spend your money. So it has not been our primary driver, but it's something they're constantly asking, what does the mean not on the short run, but the long run? So will it be a consideration for them? Certainly, they look at everything, and we look at everything in the whole basket of what it takes to drive shareholder value, and we will. But we'll always make sure we're prioritizing it for what the right decision is for the long run, not for what going to be in the next quarter. And right now, we knew where we had to go to reset the balance sheet. We think we feel pretty good about that and get some of the strategic stuff done. We're still really focused on, can we find the strategic investments we need? If we can, we'll prioritize that first. If we can't, I think we've shown over the last 15 years that I've been talking to this group that we've been really good about returning cash to shareholders. I think if you look over that period in time since Mike Volkema became CEO, if you look at the total cash return to shareholders by us, it's an order of magnitude greater than anybody else in the industry. So I think you guys know that our track record is we do what's right in the long run.

Great. Do you target any specific long-run dividend payout ratio?

We more focus on what our total cash return is, so that we can pick the best methodology for doing that, whether that's share repurchases or dividends. And one of the questions we're asking ourselves is, what's the best way to do that longer-term beyond like I say, and try to do through making good smart strategic choices.

Thank you. There are no further questions at this time. I'd like to turn the call over to management for any closing remarks.

Okay. Thanks, everyone for joining us on the call this morning and for your continued interest in Herman Miller. We're excited about the progress we've been able to share this morning and confident in our ability to continue execute our strategy. For now we wish you a great spring and look forward to talking to you all again in June.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect. Have a wonderful day.