SecProbe.io

January 6, 2012
 Via E-mail

Mr. Gregory J. Bylsma Chief Financial Officer Herman Miller, Inc. 855 East Main Avenue Zeeland, Michigan 49464
RE: Herman Miller, Inc.
Form 10-K for the Year  ended May 28, 2011
Filed July 26, 2011
  Form 10-Q for the Period  ended September 3, 2011
  Filed October 12, 2011   File No. 1-15141

Dear Mr. Bylsma:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.             Form 10-K for the Year ended May 28, 2011

General
 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings, in cluding your interim filings, if applicable.

Mr. Gregory J. Bylsma Herman Miller, Inc. January 6, 2012 Page 2

 Management’s Discussion and Analysis

 Financial Results, page 19

 2. In both your discussions of consolidated and segment results, please quantify the impact of
each factor when multiple factors contribute to material fluctuat ions.  In your discussions of
consolidated and segment net sales, please also  provide a more comprehensive discussion of
the factors that impacted your net sales.  For ex ample, in your discussion of consolidated net
sales for the fiscal year ended May 28, 2011 co mpared to the fiscal year ended May 29, 2010,
you state that the 25.1% increase was driven by a more robust global economic environment
and was experienced across nearly all operati ng and geographic units.  Please discuss and
quantify the extent to which fluctuations in your net sales are attri butable to changes in
prices, changes in the volume of products sold, acquisitions , and the introduction of new
products.  Refer to Items 303(a)(3)(iii) of Regulation S-K and Financial Reporting
Codification 501.04.

Liquidity and Capital Resources, page 25

 3. Please enhance your liquidity disclosure to address the following:
 Disclose the amount of foreign cash and short-term investme nts you have as compared to
your total amount of cash and short-term invest ments as of the latest balance sheet date;
and
 Discuss the fact that if the foreign cash a nd short-term investments are needed for your
operations in the U.S., you would be required to  accrue and pay U.S. taxes to repatriate
these funds but your intent is to permanently  reinvest these foreign amounts outside the
U.S. and your current plans do not demonstrat e a need to repatriate the foreign amounts
to fund your U.S. operations, if true.
Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Sec tion IV and Financial
Reporting Codification 501.06.a.
 Financial Statements

 Notes to the Financial Statements

 Note 13.  Income Taxes, page 65

 4. During fiscal 2011, you repatriated $18.8 million of  undistributed foreign earnings.  As of
May 28, 2011, you did not provide for U.S. in come taxes on undistributed earnings of
foreign subsidiaries totaling approximately $53.7 million as these earnings have been deemed
to be permanently reinvested.  Please address the following:
 Please tell us whether the $53.7 million repres ents the total amount of undistributed
earnings of foreign subsidiaries or only th e portion for which you have not provided for
U.S. income taxes;

Mr. Gregory J. Bylsma Herman Miller, Inc. January 6, 2012 Page 3

  Please tell us whether you had previously considered the $18.8 million of undistributed
foreign earnings to be permanently reinveste d.  If so, please tell us at what point you
determined that they would not be;
 Please tell us the country from which these earnings were repatriated as well as the facts
and circumstances that led you to  repatriate these earnings; and
 Please tell us how you concluded that the remaining $53.7 million should be considered
permanently reinvested in light of your repatriation of the $18.8 million.
Please refer to paragr aph ASC 740-30-25-17.

Note 18.  Operating Segments, page 73

 5. Please help us better understa nd what your operating segments a nd reporting units are.  You
aggregate operating segments into two pr imary reportable segments, North American
Furniture Solutions and non-North American Furn iture Solutions.  Plea se tell us whether you
aggregate multiple operating segments into your North American Furniture Solutions.  If so, please revise your disclosures th roughout the filing to refer to the North American Furniture
Solutions reportable segment rather than opera ting segment.  On page 41, you indicate that
you have two reporting units within this segment.   Please tell us whether these are operating
segments within the North American Furniture So lutions reportable segment.  Please refer to
ASC 280-10-50-1 through 9 and ASC 350-20-35.

Form 10-Q for the Period ended September 3, 2011

General
 6. Please address the above comments in your in terim filings as well, as applicable.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Gregory J. Bylsma Herman Miller, Inc. January 6, 2012 Page 4

  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

If you have any questions regarding these comm ents, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551-3692 or, in her absence, to the undersigned at (202) 551-3769.
        S i n c e r e l y ,          / s /  R u f u s  D e c k e r
Rufus Decker
       Accounting Branch Chief