SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
October 26, 2009

Via U.S. mail and facsimile

Mr. Gregory J. Bylsma  Chief Financial Officer Herman Miller, Inc.
855 East Main Avenue Zeeland, Michigan 49464   RE: Form 10-K for the year ended May 30, 2009   Form 10-Q for the pe riod ended August 29, 2009
   File No. 1-15141   Dear Mr. Bylsma:    We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 30, 2009

General

1. Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, including your interim
filings, if applicable.

Mr. Gregory J. Bylsma
October 26, 2009
Page 2 of 8   Critical Accounting Policies and Estimates

 Goodwill, page 33

 2. In the interest of providing readers with a better insight into management’s judgments
in accounting for goodwill, please consider disclosing the following:
• The reporting unit level at which you test  goodwill for impairment and your basis
for that determination;
• How you weight each of the methods us ed to value goodwill, including the basis
for that weighting;
• How the methodologies used for valui ng goodwill in the current year have
changed since the prior year; and
• To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carrying values and to the extent that goodwill
for these reporting units, in the aggregate or individually, could materially impact
your operating results or to tal shareholders’ equity, please provide the following
disclosures for each of these reporting units:
o The percentage by which fair value exceeds the carrying value as of the
most recent step-one test;
o The amount of goodwill;
o A description of the assumptions that drive the estimated fair value;
o A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your
projected cash flow model that mate rially deviate from your historical
results, please include a disc ussion of these assumptions; and
o A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please di sclose this determination.  Please also
provide the above disclosures,  as applicable, for any long- lived assets or asset groups
for which you have determined that fair valu e is not substantially in excess of the
carrying value and to the extent that the asset amounts, in the aggregate or individually, could materially impact your  operating results or total shareholders’
equity.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of
the Financial Reporting Codi fication for guidance.
 Pension and Other Post-Retirement Benefits, page 34

 3. If reasonably likely changes in the signi ficant assumptions you discuss related to
pension and other post-retirem ent benefits could have a material effect on your
financial condition, operating pe rformance, or liquidity, plea se disclose the estimated
amount of the impact of these changes based on the range of reasonably likely
outcomes.  Refer to Section 501.14 of th e Financial Reporting Codification for
guidance.

Mr. Gregory J. Bylsma
October 26, 2009
Page 3 of 8   Management’s Discussion and Analysis

 Discussion of Business Segments — Fiscal  2009 Compared to Fiscal 2008, page 23

 4. The “Other” category consists primarily of  your North American Home and start-up
businesses and certain unallocated corpor ate expenses.  Other segment operating
earnings (loss) is material to total operating earnings for the year ended May 30, 2009
and the interim period ended August 29, 2009.  Please revise your segment MD&A to separately discuss with quantification business reasons for significant changes between periods in the operating earnings for the businesses included in other as well
as corporate expenses.
 Financial Statements

 Notes to the Financial Statements

 Note 1. Significant Accounting a nd Reporting Policies, page 46

 General

 5. Your disclosures on page 33 indicate that  you enter into arrangements to provide
consideration to your customers.  If you pay slotting fees, engage in cooperative
advertising programs, have buydown programs, or make other payments to resellers,
please disclose your accounting policy for each of these types of arrangements,
including the statement of operations line item that each type of arrangement is
included in.  For each expense line item th at includes these types of arrangements,
please disclose the related amounts included in that line item.  For each type of
arrangement treated as an expense rather th an as a reduction of revenues, please tell
us how this type of arrangement meets th e requirements in EITF 01-9.  Please also
discuss in MD&A any significant estima tes resulting from these arrangements.
 6. Please disclose the types of expenses that  you include in the cost of sales line item
and the types of expenses that you include in the selling, general and administrative expenses line item.  In doing so, pleas e also disclose whether you include inbound
freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribu tion network in the cost of
sales line item.  With the exception of ware housing costs, if you currently exclude a
portion of these costs from cost  of sales, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross profit amounts may not be comparable to those of other
entities, since some entities include all of the costs related to their distribution network in cost of sales and others like  you exclude a portion of them from gross

Mr. Gregory J. Bylsma
October 26, 2009
Page 4 of 8
margin, including them instead in a lin e item, such as selling, general and
administrative expenses.
 Inventories, page 47

 7. You should use one inventory method for simila r types of inventories.  A mixture of
methods should only be used for different types of inventories, particularly when
there are valid business reasons for doing so.  Please disclose which types of
inventory you use each method for.  Please disclose whether you use more than one
method for any similar types of inventory.  If so, please also di sclose your basis for
doing this.  In a portion of these instances, this may be due to a specific method not
being allowed in ce rtain countries.
 Property, Equipment, and Depreciation, page 47

 8. Please disclose the line item(s) in which you include depreciation and amortization.
If you do not allocate depreciation and amortization to cost of sales, please also revise
your presentation on the face of your stat ement of operations and throughout the
filing to comply with SAB Topic 11:B, as  well as Item 10(e) of Regulation S-K.
 Notes Receivable, page 49

9. Please expand your disclosures to discuss in greater detail how not es receivable are
created.  For example, please clarify if th ese notes are created in exchange for the
receipt of cash or if thes e notes are created by converti ng accounts receivable to notes
receivable in order to extend payment terms.  In this regard, please also tell us how you determined that the activity related to  these notes should be reflected in cash
flows from investing activities rather than  as cash flows from operating activities
pursuant to SFAS 95.
 Note 9.  Notes Payable and Note 10.  Long-Term Debt, page 57

 10. The provisions of your private placement notes and unsecured credit facility require that you adhere to certain c ovenant restrictions and ma intain certain performance
ratios.  Please disclose the specific terms of any material debt covenants with any
required ratios.  Please disclose the actual ratios as of each reporting date for any
material debt covenants for which it is reasonably likely that you will not be able to meet such covenants.  Please also consider showing the specific computations used to
arrive at the actual ratios with corresponding reconciliations to US GAAP amounts.  In this regard, you state that you have agreed to maintain certain financial
performance ratios, which are based on earni ngs before taxes, interest expense,
depreciation and amortization.  See Sections  I.D and IV.C of the SEC Interpretive
Release No. 33-8350 and Question 10 of our  FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003.

Mr. Gregory J. Bylsma
October 26, 2009
Page 5 of 8   Note 14. Stock-Based Compensation

 Deferred Compensation Plan, page 70

 11. Please disclose how you account for the defe rred compensation obligation, including
changes in the obligation, related to the Executive Equalization Retirement Plan.
Please disclose which balance sheet line ite m includes this obligation.  Please also
disclose how you treat the shares associ ated with the Non-qualified Deferred
Compensation Plan for purposes of determining earnings per share amounts.

 Signatures, page 88

 12. We note that your annual report on Form 10-K has not been signed by anyone in the capacity of principal accounting officer or controller.  In additi on, we note that your
principal financial officer has signed the a nnual report on behalf of the registrant, but
he does not appear to have  signed individually in his capacity as your principal
financial officer.  Your a nnual report must be signed by one or more of your
executive officers on behalf of the registra nt and by your principal executive officer,
your principal financial officer , your controller or principa l accounting officer, and by
at least the majority of your board of directors.  Please refer to General Instruction
D(2)(a) of Form 10-K and the signature pa ge section of Form 10-K.  If you do not
have an officer who holds the titles of controller or principal accounting officer, the person who has responsibility for these f unctions (e.g., your chief financial officer)
should sign the annual report and be designa ted on the signature page as your
principal accounting officer.  In future f ilings, please ensure that your filings are
properly executed.
 Exhibits, page 91

 13. We note that you appear to have omitted the schedules and exhibits to Exhibit
10(w)(Credit Agreement date d as of December 18, 2007 am ong Herman Miller, Inc.
and various lenders).  As there does not a ppear to be a basis for this omission, please
re-file Exhibit 10(w)—including all of its schedules and exhib its—with your next
periodic report or with a current report.

FORM 10-Q FOR THE PERI OD ENDED AUGUST 29, 2009

General

14. Please address the above comments in your interim filings as well.

Mr. Gregory J. Bylsma
October 26, 2009
Page 6 of 8   Financial Statements

 General

 15. Given that you report minority interest in  your Form 10-K for the year ended May 30,
2009 and it appears that you would have  adopted SFAS 160 as of May 31, 2009,
please tell us how you determined you were not required to provide the disclosures required by paragraphs 38 and 39 of ARB 51, as amended by SFAS 160.
 Note 5. Common Stock and Earnings Per Share, page 8

16. Your disclosures on page 10 indicate that certain share-based payment awards include
rights to dividend equivalents.  Please clea rly disclose the terms of these rights,
including whether they are nonforfeitable a nd participate on a one-for-one basis with
holders of common stock.  Pl ease tell us what consider ation you gave to FSP EITF
03-06-1 as far as whether you should use the two-class method for determining earnings per share.
 Note 17.  Acquisition, page 18

 17. Please address the following regarding th e acquisition of Nemschoff Chairs, LLC:
• Please disclose the amounts recognized as of the acquisition date for each major
class of assets acquired a nd liabilities assumed.  For example, you should disclose
the amount specifically alloca ted to accounts receivable.  Refer to paragraph 68(i)
of SFAS 141(R);
• Please disclose how you account for the c ontingent value rights, including the
balance sheet line item that  includes these rights.  Please also address how you
determined it would be appropriate to cl assify the changes in the fair value of
these rights in operating expenses whereas the changes in the fair value of the
success fee are included in other expenses (income); and
• Please provide the disclosures required by paragraphs 68(m) and (n) of SFAS
141(R) regarding acquisition-related costs.   See also paragraphs 59 and A107 of
141(R).

Management’s Discussion and Analysis

 Discussion of Current Business Conditions, page 24

 18. Please expand your discussion to address the re structuring actions th at you have taken
in the current period and plan to take in future periods a nd the expected quantitative
impact on future earnings and cash flows of these actions.  You should also disclose when you expect the effects of these actions to be initially real ized and the segment
which will be impacted.  Refer to SAB Topic 5:P.

Mr. Gregory J. Bylsma
October 26, 2009
Page 7 of 8   Analysis of First Quarter Results, page 25

 19. You discuss GAAP amounts afte r excluding certain items.  For example, on page 27,
you discuss and present operating expenses  excluding certain amounts.  These
amounts constitute non-GAAP measures.  Pl ease revise your MD&A for each period
presented to remove these non-GAAP meas ures and instead discuss the changes
between periods in your GAAP financial st atement line items.  Amounts that are a
business reason for the change between peri ods should be discussed as one of the
business reasons for the change in the appl icable GAAP financial statement line item
between periods.  Alternatively, please provi de the disclosures required by Item 10(e)
of Regulation S-K for each non-GAAP m easure presented.  Please make the
appropriate revisions.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with respo