SecProbe.io

Mail Stop 4631

January 31, 2018

Via email
Mr. Jeffrey M. Stutz
Executive Vice President & Chief Financial Officer
Herman Miller, Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller, Inc.
  Form 10 -K
Filed August 1 , 2017
File No. 1 -15141

Dear Mr. Stutz:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. We may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 8 -K filed December 20, 2017

1.   We note your reconciliation of Operating earnings (loss) to Adjusted EBITDA in Section
B of Exhibit 99.2. Please explain to us your consideration of Question 103.02 of the Non -
GAAP C&DI available at www.sec.gov .

Form 10 -K for the year ended June 3, 2017

Management’s Discussion and Analysis, page 16

2.   Please address the following items as it relates to your three -year cost savings initiative:
 You state in your segment analysis on pag e 30 that the aggregate $5.4 million
charge was recorded during fiscal 2017 within the North American Furniture
Solutions segment. However, you state throughout the document, including your
footnote 16 and in the remarks in the transcript of the fourth qua rter of fiscal 2017

Mr. Jeffrey M. Stutz
Herman Miller, Inc.
January 31, 2018
Page 2

 earnings call that the initiative is to impact all four segments. If this is so, please
explain why the $5.4 million was apparently recorded only in the North American
Furniture Solutions segment and why  the charges in each of the first  and second
quarters of fiscal 2018 were also both made “primarily wit hin the North American
segment ;”
 We note your disclosure on page 30 the $1.0 million impact to the ELA Furniture
Solutions segment during fiscal 2017.  Similar to the bullet point above,  please
ensure your disclosure is consistent and further clarify whether this is part of the
$5.4 million or is in addition to that amount; and
 You also state on page 74 that the restructuring actions were deemed to be
complete at June 3, 2017 and final pa yments are expected to be made over the
course of the next fiscal year. However, in each of the two subsequent quarters of
fiscal 2018, additional restructuring expenses have been made related to these
previously announced restructuring actions, as noted a bove. In each quarter, you
have also stated these actions were deemed to be complete as of the end of each
respective quarter. Please tell us and disclose whether you expect further
restructuring actions/cost initiatives in the third and fourth quarters of  fiscal 2018
and beyond and, if so, describe the nature of each action/initiative and the impact
to your financial statements.

3.   Regarding the cost savings initiatives, please provide all of the disclosures required by
SAB  Topic 5:P.4 and ASC  420-10-50 specifically including the anticipated future cost
savings at the consolidated and reportable segment levels, and whether the actual results
are in line with the anticipated cost savings. If the anticipated savings were not achieved
as expected or are ach ieved in periods other than as expected, please disclose as such, the
reasons for the differences, and the likely effects on future operating results and liquidity.

Critical Accounting Policies and Estimates, page 35

Goodwill and Indefinite -lived Intan gibles, page 35

4.   We note the organizational change effected in the first quarter of fiscal 2018 resulting in
the Nemschoff business being moved from the North American Furniture Solutions
segment to the Specialty segment. In light of your ongoing cost  savings initiatives
announced in fiscal 2017 and the $7.1 million impairment to the Nemschoff tradename in
the fourth quarter of fiscal 2017, please quantify the carrying value of the remaining
assets of Nemschoff, specifically addressing the amount of in tangibles and goodwill
related to this business unit.

5.   We note your disclosure that some reporting units were tested under the quantitative
impairment test and you determined that the fair value “exceeded” the carrying amount
and therefore no impairme nt was recorded.  To the extent any of these reporting units are
at risk of failing step one of the impairment test pursuant to ASC 350, please disclose the
following in regards to this reporting unit:

Mr. Jeffrey M. Stutz
Herman Miller, Inc.
January 31, 2018
Page 3

  The percentage by which fair value exceeded carrying value as of the date of the
most recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of the methods and key assumptions used and how the key
assumptions were determined;
 A discussion of the degree of uncertainty associated wi th the key assumptions.
The discussion regarding uncertainty should provide specifics to the extent
possible (e.g., the valuation model assumes recovery from a business downturn
within a defined period of time); and
 A description of potential events and/or  changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Form 10 -Q for the quarter ended December 2, 2017

Note 5. Goodwill and Indefinite -lived Intangibles, page 9

6.   You disclose that Specialty operating earnings decreased as a result of inventory reserves,
unfavorable product mix and the negative impact at Nemschoff from a supplier quality
issue and warranty costs.  We further note your warranty expenses have increased during
fiscal 2018.  Please tell us and revise disclosure to further discuss each one of the factors
you cited in your disclos ure also quantifying the individual impact each factor.

7.   In light of the continuing decrease in Specialty earnings, tell us whether or not you
performed an impa irment analysis of this reporting unit.  If not, tell us why.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  You may contact Jenn Do  at (202) 551 -3743 or me at (202) 5 51-3854 if you
have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

 Melissa N. Rocha
Senior Assistant  Chief  Accountant
Office of Manufacturing and
Construction