SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 9, 2026

Kevin Veltman
Chief Financial Officer
MillerKnoll, Inc.
855 East Main Avenue
Zeeland , MI 49464

 Re: MillerKnoll, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2025
 Filed July 21, 2025
 File No. 001-15141
Dear Kevin Veltman:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Document MillerKnoll Inc. 855 East Main Avenue Zeeland, MI 49464 February 3, 2026 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: MillerKnoll, Inc. Form 10-K for the Fiscal Year Ended May 31, 2025 Filed July 21, 2025 File No. 001-15141 Dear Ms. Gilmore and Mr. Woody, This response is provided by MillerKnoll, Inc. (the “Company”) to the comment contained in the letter of the Staff of the United States Securities and Exchange Commission (the “Commission”) to the Company, dated January 28, 2026, relating to the Company’s Form 10-K referenced above. The Company strives to meet the disclosure requirements of the Commission and has considered your comment very carefully. We respectfully submit our response for your review. Form 10-K for the Fiscal Year Ended May 31, 2025 Notes to the Consolidated Financial Statements Note 13. Operating Segments, page 86 1. We note the disclosure of tables for adjusted cost of sales and adjusted operating expenses that each include subtotals. In future filings, please remove these totals as either does not appear to be a segment measure of profitability and would be considered a non-GAAP financial measure and should not be disclosed in the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C). Response: We respectfully acknowledge the Staff’s comment and will remove totals for both adjusted cost of sales and adjusted operating expenses from the operating segment note to the financial statements in future filings. The Company is committed to serving its investors with accurate and understandable disclosures regarding its operations and financial condition. We appreciate the efforts of the Commission to assist us with that goal. Please contact me by e-mail at kevin_veltman@millerknoll.com with any questions or comments regarding this correspondence. Sincerely, /s/ Kevin J. Veltman Kevin J. Veltman Chief Financial Officer MillerKnoll, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 28, 2026

Kevin Veltman
Chief Financial Officer
MillerKnoll, Inc.
855 East Main Avenue
Zeeland , MI 49464

 Re: MillerKnoll, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2025
 Filed July 21, 2025
 File No. 001-15141
Dear Kevin Veltman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year Ended May 31, 2025
Notes to the Consolidated Financial Statements
Note 13. Operting Segments, page 86

1. We note the disclosure of tables for adjusted cost of sales and adjusted
operating
 expenses that each include subtotals. In future filings, please remove
these totals as either
 does not appear to be a segment measure of profitability and would be
considered a non-
 GAAP financial measure and should not be disclosed in the notes to the
financial
 statements in accordance with Item 10(e)(1)(ii)(C).
 In closing, 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.

 Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 with
any questions.
 January 28, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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      [Herman Miller Letterhead]

      June 9, 2021

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549-7010

            Re:

              Herman Miller, Inc.

                Registration Statement on Form S-4

                File No. 333-256401

                Request for Acceleration

      Ladies and Gentlemen:

      Reference is made to the Registration Statement on Form S-4 (File No. 333-256401) filed by Herman Miller, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 24, 2021, as amended by
        Amendment No. 1 thereto (the “Registration Statement”).

      The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern time, on June 11, 2021, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations
        promulgated under the Securities Act of 1933, as amended.

      If you have any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Jenna E. Levine or Adam O. Emmerich of Wachtell, Lipton, Rosen & Katz at (212)
        403-1172 or (212) 403-1234, respectively.  Please notify either of them when this request for acceleration has been granted.

      [signature page follows]

              Very truly yours,

              Herman Miller, Inc.

              By:

            /s/ Jeffrey M. Stutz

              Name:

              Jeffrey M. Stutz

              Title:

              Chief Financial Officer

            cc:

              Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

                Jenna E. Levine, Wachtell, Lipton, Rosen & Katz

                Stephen M. Kotran, Sullivan & Cromwell LLP

                Michael A. Pollner, Knoll, Inc.

United States securities and exchange commission logo
May 27, 2021
Jeffrey M. Stutz
Chief Financial Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464
Re:Herman Miller, Inc.
Registration Statement on Form S-4
Filed May 24, 2021
File No. 333-256401
Dear Mr. Stutz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jenna E. Levine

CORRESP
1
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      [Letterhead of Wachtell, Lipton, Rosen & Katz]

      May 21, 2021

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C.  20549

            Re:

              Herman Miller, Inc.

                Registration Statement on Form S-4

      Ladies and Gentlemen:

      On behalf of our client, Herman Miller, Inc., a Michigan corporation (the “Company”), we are transmitting for filing with the Securities
        and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-4 (the “Registration Statement”).  The Registration Statement relates to the Company’s proposed acquisition of Knoll, Inc. (“Knoll”) pursuant to the Agreement
        and Plan of Merger, dated as of April 19, 2021, by and among the Company, Heat Merger Sub, Inc., and Knoll, and includes a preliminary joint proxy statement of the Company and Knoll, and a preliminary prospectus of the Company.  We will provide
        courtesy hard copies of the Registration Statement upon request.

      If you have any questions concerning the Registration Statement or require any additional information in connection with the filing,
        please do not hesitate to contact the undersigned at (212) 403‑1172 or Adam O. Emmerich at (212) 403-1234.

              Very truly yours,

              /s/ Jenna E. Levine

              Jenna E. Levine

            cc:

              Herman Miller, Inc.

                Knoll, Inc.

                Sullivan & Cromwell LLP

Mail Stop 4631

March 26 , 2018

Via E -Mail
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 completed our review of your filing . We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

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

CORRESP
1
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		Document

March 6, 2018

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE: Herman Miller, Inc.

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

Filed August 1, 2017

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") in your letter dated March 1, 2018 with respect to the above referenced filing. The comments from your letter are set forth in bold font below and are followed by our response.

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

Critical Accounting Policies and Estimates, page 35

Goodwill and Indefinite-lived Intangibles, page 35

1.

 We have read your response to comment 5 in our letter dated January 31, 2018. You have indicated that the percentage by which the fair value of the Consumer reporting unit exceeded its carrying value was 15% as of June 3, 2017. To the extent you consider this percentage, or any future change in this percentage, not significantly in excess of carrying value, please provide the disclosures requested in our prior comment 5.

Response:

As of our annual assessment date of April 1st, 2017, we did not consider any reporting units to be at risk of failing step one of the impairment test pursuant to ASC 350. For the Consumer reporting unit, we reached this conclusion based on the 15% excess of reporting unit fair value over its carrying value as well as our sensitivity analysis over the key valuation assumptions used in the quantitative goodwill impairment test. Based on these results, we concluded that additional disclosures around the Consumer reporting unit valuation were not required. However, we acknowledge the enhanced disclosure requirements, as noted in your previous comment, when a reporting unit is at risk of failing step one of the impairment test. We continue to monitor the fair values and carrying values of all of our reporting units, including the Consumer reporting unit, and will make the necessary disclosures should future events negatively impact key assumptions to the goodwill impairment test that would indicate that a reporting unit is at risk of impairment.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comments. If you have additional questions or comments, please feel free to contact me at 616-654-8538.

Very truly yours,

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

Mail Stop 4631

March 1, 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 read your response dated February 15, 2018, and have the following comment .
We may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  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
comment applies to your facts and circumstances, please tell us why in your response.

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

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

Critical Accounting Policies and Estimates, page 35

Good will and Indefinite -lived Intangibles, page 35

1.  We have read your response to comment 5 in our letter dated January 31, 2018. You have
indicated that the percentage by which the fair value of the Consumer reporting unit
exceeded its carrying value was 15% as of June 3, 2017.  To the extent you consider this
percentage, or any future change in this percentage, not significantly in excess of carrying
value, please provide the disclosures requested in our prior comment 5.

Mr. Jeffrey M. Stutz
Herman Miller, Inc.
March 1, 2018
Page 2

 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) 551 -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

CORRESP
1
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		Document

FOIA Confidential Treatment Request (17 CFR 200.83)

The entity requesting confidential treatment is

Herman Miller, Inc.855 East Main Avenue

Zeeland, Michigan 49464

Attn: Jeffrey M. Stutz

(616) 654-8538 (phone)

February 16, 2018

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE: Herman Miller, Inc.

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

Filed August 1, 2017

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") in your letter dated January 31, 2018 with respect to the above referenced filing. The comments from your letter are set forth in bold font below and are followed by our response.

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.

Response

The primary purpose of the disclosure within Section B of Exhibit 99.2 - Supplemental Financial Data, is to provide details of Adjusted EBITDA by reportable segment. We consider Adjusted EBITDA to be a key performance metric at the reportable segment level and is the measure used by management, in addition to operating earnings, to assess segment performance. Given that the focus of the disclosure is on the results by reportable segment, we concluded that Operating earnings (loss) is a directly comparable measure to Adjusted EBITDA for each segment. However, we acknowledge the guidance within Question 103.02, indicating the Staff's view that net earnings is the most directly comparable GAAP measure. As a result, we will add to our disclosures in Section B of Exhibit 99.2 to include a three-month and year-to-date reconciliation of net earnings to Adjusted EBITDA at the consolidated level. We have shown an example below of Section B - Reconciliation of Operating Earnings to Adjusted EBITDA by Segment and Total that reflects this enhanced disclosure. The company will add this reconciliation to Exhibit 99.2 of its earnings releases beginning with the third quarter of fiscal 2018.

B. Reconciliation of Operating Earnings to EBITDA by Segment and Total

 Three Months Ended

 Three Months Ended

 12/2/17

 12/3/16

 North America

 ELA

 Specialty

 Consumer

 Corporate

 Total

 North America

 ELA

 Specialty

 Consumer

 Corporate

 Total

Operating Earnings (Loss)

 $

 45.1

 $

 12.3

 $

 2.1

 $

 1.0

 $

 (10.5

 )

 $

 50.0

 $

 38.9

 $

 12.1

 $

 5.2

 $

 1.8

 $

 (8.4

 )

 $

 49.6

% Net Sales

 13.6

 %

 10.9

 %

 2.8

 %

 1.2

 %

 n/a

 8.3

 %

 12.4

 %

 11.2

 %

 6.8

 %

 2.3

 %

 n/a

 8.6

 %

Add: Restructuring expenses and other charges

 0.5

 —

 —

 —

 1.2

 1.7

 0.7

 0.2

 0.1

 —

 —

 1.0

Adjusted Operating Earnings (Loss)

 $

 45.6

 $

 12.3

 $

 2.1

 $

 1.0

 $

 (9.3

 )

 $

 51.7

 $

 39.6

 $

 12.3

 $

 5.3

 $

 1.8

 $

 (8.4

 )

 $

 50.6

% Net Sales

 13.8

 %

 10.9

 %

 2.8

 %

 1.2

 %

 n/a

 8.6

 %

 12.6

 %

 11.4

 %

 6.9

 %

 2.3

 %

 n/a

 8.8

 %

Other Income (Expense), net

 —

 —

 —

 —

 0.7

 0.7

 —

 —

 —

 —

 (0.4

 )

 (0.4

 )

Equity Income, net of tax

 0.3

 0.3

 0.2

 —

 —

 0.8

 0.3

 0.3

 0.3

 —

 (0.1

 )

 0.8

Add: Depreciation and Amortization

 7.9

 2.6

 2.5

 3.1

 0.1

 16.2

 7.0

 2.4

 2.1

 2.5

 0.4

 14.4

Adjusted EBITDA

 $

 53.8

 $

 15.2

 $

 4.8

 $

 4.1

 $

 (8.5

 )

 $

 69.4

 $

 46.9

 $

 15.0

 $

 7.7

 $

 4.3

 $

 (8.5

 )

 $

 65.4

% Net Sales

 16.3

 %

 13.5

 %

 6.5

 %

 4.7

 %

 n/a

 11.5

 %

 14.9

 %

 13.9

 %

 10.1

 %

 5.4

 %

 n/a

 11.3

 %

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-2

Pursuant to 17 CFR 200.83

 Six Months Ended

 Six Months Ended

 12/2/17

 12/3/16

 North America

 ELA

 Specialty

 Consumer

 Corporate

 Total

 North America

 ELA

 Specialty

 Consumer

 Corporate

 Total

Operating Earnings (Loss)

 $

 93.8

 $

 18.9

 $

 3.7

 $

 1.3

 $

 (18.6

 )

 $

 99.1

 $

 89.8

 $

 20.6

 $

 10.9

 $

 2.6

 $

 (17.9

 )

 $

 106.0

% Net Sales

 14.2

 %

 9.2

 %

 2.5

 %

 0.8

 %

 n/a

 8.4

 %

 13.6

 %

 10.1

 %

 7.0

 %

 1.7

 %

 n/a

 9.0

 %

Add: Restructuring and Impairment Expenses

 1.9

 —

 —

 —

 1.9

 3.8

 0.7

 0.2

 0.1

 —

 —

 1.0

Adjusted Operating Earnings (Loss)

 $

 95.7

 $

 18.9

 $

 3.7

 $

 1.3

 $

 (16.7

 )

 $

 102.9

 $

 90.5

 $

 20.8

 $

 11.0

 $

 2.6

 $

 (17.9

 )

 $

 107.0

% Net Sales

 14.5

 %

 9.2

 %

 2.5

 %

 0.8

 %

 n/a

 8.7

 %

 13.7

 %

 10.2

 %

 7.1

 %

 1.7

 %

 n/a

 9.1

 %

Other Income, net

 —

 —

 —

 —

 1.8

 1.8

 —

 —

 —

 —

 0.2

 0.2

Equity Income, net of tax

 0.6

 0.7

 0.3

 —

 (0.1

 )

 1.5

 0.3

 0.4

 0.5

 —

 (0.1

 )

 1.1

Add: Depreciation and Amortization

 15.7

 5.0

 4.9

 5.9

 0.3

 31.8

 13.3

 4.9

 4.5

 4.8

 0.8

 28.3

Adjusted EBITDA

 $

 112.0

 $

 24.6

 $

 8.9

 $

 7.2

 $

 (14.7

 )

 $

 138.0

 $

 104.1

 $

 26.1

 $

 16.0

 $

 7.4

 $

 (17.0

 )

 $

 136.6

% Net Sales

 17.0

 %

 11.9

 %

 6.0

 %

 4.2

 %

 n/a

 11.6

 %

 15.7

 %

 12.7

 %

 10.3

 %

 4.8

 %

 n/a

 11.6

 %

 Three Months Ended

 Six Months Ended

 12/2/17

 12/3/16

 12/2/17

 12/3/16

Net earnings

 $

 33.5

 $

 31.6

 $

 66.5

 $

 68.1

Add: Interest expense

 3.7

 $

 3.9

 $

 7.4

 $

 7.6

Add: Income tax expense

 14.3

 $

 14.5

 $

 28.5

 $

 31.6

Add: Depreciation and Amortization

 16.2

 $

 14.4

 $

 31.8

 $

 28.3

Add: Restructuring expenses and other charges

 1.7

 $

 1.0

 $

 3.8

 $

 1.0

Adjusted EBITDA

 $

 69.4

 $

 65.4

 $

 138.0

 $

 136.6

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 page 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 quarter of fiscal 2017 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 within 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

Response

We confirm that $5.4 million was the consolidated restructuring charges during fiscal 2017 and that the charges did, in fact, relate to multiple segments. The restructuring charges for the North America segment were $3.2 million in fiscal 2017, rather than the $5.4 million that was disclosed in error on page 30. We correctly disclosed the $5.4 million as consolidated restructuring charges within the Operating Expenses discussion on page 27 of the fiscal 2017 Form 10-K and explained that those charges related to all four segments in footnote 16 of the company's financial statements. Within the non-GAAP reconciliations on page 22 of Form 10-K, we correctly disclosed $10.3 million of North America restructuring and impairment charges, which included $7.1 million related to the Nemschoff tradename impairment and $3.2 million of North America restructuring charges. We consider this error to be immaterial as the North America restructuring was not significantly misstated on page 30, and the correct restructuring amount was included in the non-GAAP reconciliations on page 22 and in footnote 16 to the company's financial statements. The company's disclosure on page 30 of the allocation of restructuring expenses to the ELA Furniture Solutions segment is correct and consistent with the allocation included in the non-GAAP reconciliations on page 22.

•

 You also state on page 74 that the restructuring actions were deemed to be complete at June 3, 2017 and final payments are expected to be made over the course of the next fiscal year. However, in each of the two subsequent quarters of fiscal

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-3

Pursuant to 17 CFR 200.83

2018, additional restructuring expenses have been made related to these previously announced restructuring actions, as noted above. 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.

Response

The restructuring actions noted in your comment are a component of our cost savings initiatives and specific actions have been taken each quarter since the second quarter of fiscal 2017. These restructuring charges have related to targeted workforce reductions within the North America, ELA, Specialty and Consumer segments. We have considered each of these quarterly actions to be separate restructuring plans that were announced and completed within the quarter. The balance remaining in the restructuring accrual as of December 2, 2017 represented the remaining accruals yet to be paid out related to the targeted workforce reductions in the previously mentioned segments. Further, we do not expect additional expenses related to those specific actions. We currently do not anticipate any significant restructuring charges in the third quarter of fiscal 2018. However, we are considering taking certain restructuring actions as detailed in Exhibit A to this letter. We will disclose these restructuring actions in either the third quarter fiscal 2018 Form 10-Q as a subsequent event or fiscal 2018 Form 10-K, depending on timing of the events.

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 achieved 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.

Response

As discussed in the second response to comment #2 above, restructuring actions are a component of our cost savings plans when deemed necessary to meet our stated goals. However, the three-year cost savings initiative that was announced in fiscal 2017 is not considered to be a three-year restructuring plan and relies upon more than restructuring actions to meet the stated annual savings of between $25 and $35 million. As noted above, we have considered each of the restructuring actions taken over the last few quarters to be separate restructuring plans. While we may undertake similar restructuring actions in the future to help achieve our cost savings goals, we currently do not have any estimates of these restructuring costs or the future cost savings from these actions beyond those mentioned in the second response to your second comment. We have considered the disclosure requirements of SAB Topic 5:P.4 and ASC 420-10-50 and have concluded that additional disclosures are currently not required.

Critical Accounting Policies and Estimates, page 35

Goodwill and Indefinite-lived Intangibles, 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 intangibles and goodwill related to this business unit.

Response

As a result of the organizational change during the first quarter of fiscal 2018 that resulted in the Nemschoff business being moved from the North American Furniture Solutions segment to the Specialty segment, we performed a quantitative goodwill impairment test immediately before and after the change. These quantitative tests showed that the fair value of the reporting units impacted by the organizational change exceeded their respective net book values. As part of the impairment test, we determined that the fair value of Nemschoff, which we concluded to be a separate reporting unit following the organizational change, was approximately $26 million dollars. This fair value exceeded the carrying amount of the reporting unit's net assets of $14 million. Included within the $14 million net asset carrying value of the Nemschoff reporting unit was approximately $3 million in goodwill, which was allocated to Nemschoff from the North American Furniture Solutions reporting unit based on relative fair values as required by ASC 360. The net assets of the Nemschoff reporting unit also included $7 million of amortizing intangibles as of the date of the organizational change. These amortizing intangibles were subject to a quantitative impairment test during the fourth quarter of fiscal 2017, the results of which indicated no impairment. Following the impairment of the Nemschoff trade name in fiscal 2017, the reporting unit carried no indefinite-lived intangible assets, other than goodwill. The fiscal 2018 organizational change did not significantly impact the fair value of the amortizing intangibles.

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-4

Pursuant to 17 CFR 200.83

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 impairment 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:

•

 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 with 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.

Response

During the fourth quarter of fiscal 2017, we performed qualitative goodwill impairment tests over the North America, ELA and the Specialty reporting units (note that the Specialty reporting unit excludes the operations of Maharam for purposes of goodwill impairment testing). A qualitative assessment was determined appropriate based on the significant excess fair value over carrying value of these reporting uni

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

Mail Stop 4631

March 20,  2017

Via E -Mail
Mr. Jeffrey M. Stutz
Chief Financial Officer
Herman Miller, Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller, Inc.
  Form 10 -K
Filed July 26, 2016
File No. 1 -15141

Dear Mr. Stutz:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments,  action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

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

CORRESP
1
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		Document

March 8, 2017

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE: Herman Miller, Inc.

Form 10-K for the Year ended May 28, 2016

Filed July 26, 2016

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") in your letter dated March 2, 2017 with respect to the above referenced filing. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended May 28, 2016

Controls and Procedures, page 82

1.

 We have read your response to comment 2 in our letter dated February 3, 2017. You indicate that the ERP implementation at DWR did not materially affect your internal controls over financial reporting nor did it result in a material change in internal controls over financial reporting. However, based on your response and notwithstanding that the order disruptions resulting from the implementation may not have impacted your evaluation of the effectiveness of the related controls, it is unclear to us how the actual implementation of the ERP would not constitute a material change in internal control over financial reporting during the quarter ended November 28, 2015. Please tell us if an ERP system was already implemented or is being implemented in other business units, if the current ERP implementation only impacts DWR, confirm that the business disruption only related to DWR and tell us how you considered all of these factors in determining that the implementation of the ERP system does not constitute a material change in internal control over financial reporting under Item 308(c) of Regulation S-K.

Response:

The ERP implementation referred to in the company’s fiscal 2016 Forms 10-K and second quarter 10-Q related solely to the company’s subsidiary, Design Within Reach ("DWR"). The company has not implemented nor does it intend to implement this ERP system at any of its other businesses as the system is specific to DWR's retail operations. The business disruptions described in the company’s fiscal 2016 filings as well as in our response to your previous comments were limited to DWR and did not impact any other areas of the company, including the other components of the company's Consumer reporting segment. Further, the ERP implementation did not replace existing systems used in inventory management, fixed assets, accounts payable, and the general ledger processes; nor did the ERP implementation have a material impact on the transaction level controls at DWR. Considering the factors noted above, management concluded that the ERP implementation at DWR did not represent a material change in internal control over financial reporting under Item 308(c) of Regulation S-K. Additionally, we will continue to consider the disclosure requirements of Item 308(c) of Regulation S-K in future filings in the event that the company experiences material changes in processes or controls.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-8538.

Very truly yours,

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

Mail Stop 4631
March 2 , 2017

Via E -mail
Mr. Jeffrey M. Stutz
Chief Financial  Officer
Herman Miller , Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller , Inc.
  Form 10-K
Filed July 2 6, 2016
File No. 1-15141

Dear Mr. Stutz :

We have read your response dated February 17, 2017, and have the following comment .

Please respond to this letter within ten business days by providing the requested
information, or advise  us as soon as possible when you will respond.   If you do n ot believe our
comment applies to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the year ended May 28, 2016

Controls and Procedures, page 82

1.  We have read your response to comment 2 in our letter dated February 3, 2017. You
indicate that the ERP implementation at DWR did not materially affect your internal
controls over finan cial reporting nor did it result in a material change in internal
controls over financial reporting. However, based on your response and
notwithstanding that the order disruptions resulting from the implementation may not
have impacted your evaluation of t he effectiveness of the related controls, it is unclear
to us how the actual implementation of the ERP would not constitute a material
change in internal control over financial reporting during the quarter ended November
28, 2015. Please tell us if an ERP system was already implemented or is being
implemented in other business units, if the current ERP implementation only impacts
DWR, confirm that the business disruption only related to DWR and tell us how you
considered all of these factors in determining that the implementation of the ERP
system does not constitute a material change in internal control over financial
reporting under Item 308(c) of Regulation S -K.

Mr. Jeffrey M. Stutz
Herman Miller,  Inc.
March 2, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequac y 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 a t (202) 551 -3854 with any  questions.

Sincerely,

 /s/ Melissa N. Rocha

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

CORRESP
1
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		Document

February 17, 2017

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE: Herman Miller, Inc.

Form 10-K for the Year ended May 28, 2016

Filed July 26, 2016

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") set forth in your letter dated February 3, 2017 with respect to the above referenced filing. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended May 28, 2016

Management’s Discussion and Analysis, page 17

1.

 We note the correction in the second quarter of fiscal 2016 of the immaterial error related to the accrual for product warranties. Please explain to us the following: i) the specific nature of the error related to this accrual; ii) how the error was detected; and iii) the period(s) in which the error occurred. Further tell us how you considered this error in determining that disclosures controls and procedures were effective at May 30, 2015 and at each subsequent reporting period.

Response:

In the normal course of business, Herman Miller, Inc. ("company") encounters situations in which claims are made by customers for the replacement of products under the company's stated warranty policy, as well as additional customer claims related to product failures that are not within the scope of the warranty policy. In order to maintain positive customer relationships, the company does from time to time honor customer claims for product issues that fall outside the stated warranty policy. Prior to the second quarter of fiscal 2016, the company estimated and accrued a warranty obligation in accordance with ASC 450, only for warranty claims that fell within the scope of the stated warranty policy.  Historically, the company concluded customer  claims outside of the stated warranty policy were specific management decisions at the time the customer claim was honored and were therefore expensed as incurred as it was determined that the liability for these costs was not probable and estimable at the time of the original sale.

During the second quarter of fiscal 2016, in response to inquiries from the company's external audit firm the company revisited its conclusions related to the accounting treatment of customer claims outside of the stated warranty policy. The company further assessed its history of honoring customer claims outside of the stated warranty policy, and concluded that a consistent history of honoring such customer claims existed and that an implied warranty had been established to maintain a desired level of satisfaction with customers. Accordingly, consistent with the guidance in ASC 450, as of the November 28, 2015 interim financial statements (the second quarter of fiscal 2016), the company began including the estimated future costs related to these implied warranty claims within its warranty accrual and made a correction to the balance sheets and related disclosures for all periods presented.

The company estimated the incremental warranty reserve required to consider the impact of the implied warranty claims as of the end of fiscal 2013, fiscal 2014, fiscal 2015, and as of the second quarter of fiscal 2016, and determined the estimated incremental warranty reserve was approximately $12.5 million for each period.  As such, the impact to earnings as a result of the error from changes to the reserve was nominal and the correction of the error impacted only the balance sheets for the periods presented.

The company has historically had effective controls in place to identify, track, review and approved both its stated and implied warranty claims within a customer relationship management system. Additionally, the company has monitored the volume of the implied warranty claims and the impact of excluding these claims from its accrued warranty liability. We acknowledge our controls at May 30, 2015 did not include a reassessment of whether customer claims honored outside the stated warranty policy represent an implied warranty to be included in the company’s warranty liability.  However, we concluded the remediation of this control did not represent a material weakness or a material change to our internal controls at May 30, 2015, and the control was remediated at November 28, 2015.

Controls and Procedures, page 82

2.

 You disclose on page 21 the Enterprise Resource Planning System (ERP) at DWR was implemented during the second quarter of fiscal 2016. We further note disclosure in your Form 10-K for the year ending May 28, 2016 and Form 10-Q for the quarter ending November 28, 2015 that you experienced interruptions associated with the implementation of the ERP and related remarks from the CEO in the Q&A portion of the fourth quarter of fiscal 2016 earnings call transcript regarding the implementation. To the extent the implementation of this system has materially affected your internal controls over financial reporting or resulted in any material changes to internal controls over financial reporting, you should provide disclosures required by Item 308(c) of Regulation S-K.

Response:

As disclosed in our fiscal 2016 Forms 10-K and second quarter fiscal 2016 10-Q, the company's Design Within Reach (DWR) subsidiary implemented a new ERP system at the beginning of the second quarter of fiscal 2016. In the weeks immediately following the implementation the company experienced some operational disruptions relating to order fulfillment in the new system. These matters were substantially resolved within the first 30 days after implementation, but resulted in certain instances of customer dissatisfaction during this period that became a meaningful distraction to our sales teams and other resources. This resulted in a reduction of orders and sales during the quarter along with higher-than-normal sales returns, increased freight charges and additional product and service concessions in an effort to maintain customer goodwill. While the order fulfillment disruptions resulting from the ERP implementation adversely impacted the company's operating results, effective internal controls over financial reporting were in place and effective at DWR during this period. Therefore, the ERP implementation did not materially affect our internal controls over financial reporting nor did it result in a material change in internal controls over financial reporting. We acknowledge the disclosure requirements of Item 308(c) of Regulation S-K and will be mindful of these requirements in the future.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-8538.

Very truly yours,

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

Mail Stop 4631
February 3, 2017

Via E -mail
Mr. Jeffrey M. Stutz
Chief Financial  Officer
Herman Miller , Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller , Inc.
  Form 10-K
Filed July 2 6, 2016
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 this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do n ot believe our
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the year ended May 28, 2016

Management’s Discussion and Analysis, page 17

1.  We note the correction in the second quarter of fiscal 2016 of the “immaterial error”
related to the accrual for product warranties. Please explain to us the following: i) the
specific nature of the error related to this accrual;  ii) how the error was detected; and
iii) the period(s) in which the error occurred . Further tell us how you considered this
error i n determining that  disclosures controls and procedures were effective at May
30, 2015 and at each subsequent report ing period.

Controls and Procedures, page 82

2.  You disclose on page 21 the Enterprise Resource Planning System (ERP) at DWR
was implemented during the second quarter of fiscal 2016. We further note disclosure
in your Form 10 -K for the year ending May 28, 2016 and Form 10 -Q for the quarter

Mr. Jeffrey M. Stutz
Herman Miller,  Inc.
February 3, 2017
Page 2

 ending Novemb er 28, 2015 that you experienced interruptions associated with the
implementation of the ERP and related remarks from the CEO in the Q&A portion of
the fourth quarter of fiscal 2016 earnings call transcript  regarding the implementation.
To the extent the i mplementation of this system has materially affected your internal
controls over financial reporting or resulted in any material changes to internal
controls over financial reporting, you should provide disclosures required by Item
308(c) of Regulation S -K.

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 a t (202) 551 -3854 with any  questions.

Sincerely,

 /s/ Melissa N. Rocha

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

Mail Stop 4631
February 5 , 2016
Via E -mail
Mr. Jeffrey M. Stutz
Chief Financial Officer
Herman Miller, Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller, Inc.
  Form 10 -K
Filed July 28, 2015
File No. 1 -15141

Dear Mr. Stutz:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to  the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accur acy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountan t
Office of Manu facturing and
Construction

CORRESP
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		CORRESP

January 22, 2016

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE: Herman Miller, Inc.

Form 10-K for the Year ended May 30, 2015

Definitive Proxy on Schedule 14A

Filed July 28, 2015

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") set forth in your letter dated January 12, 2016 with respect to the above referenced filings. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended May 30, 2015

Management’s Discussion and Analysis, page 17

Cash Flow - Operating Activities, page 33

1.

 We note inventories increased 65% during fiscal 2015, compared to a sales increase of only 14%. While we also note that inventory adjustments were made during the year related to the acquisition of DWR, it appears that your discussion herein does not provide a clear understanding of the movements within inventories. We further note your statement on page 17 regarding a high rate of inventory turns but note that your turns have actually slowed the last four fiscal years. Please revise disclosure to discuss the year over year changes in your inventory balance that have impacted cash flows from operations and inventory turns as well as the inconsistencies in disclosure noted above.

Response:

Our inventory grew from $78.4 million on May 31, 2014 to $129.6 million on May 30, 2015, or $51.2 million (65%) during fiscal 2015. The increase in inventory during fiscal 2015 was due to inventory acquired with Design Within Reach ("DWR") of $47.4 million (which is a component of investing cash flows), organic growth in inventory at our legacy manufacturing facilities of $9.0 million, partially offset by foreign currency impacts of $5.2 million. Our consolidated inventory turnover rate decreased in fiscal 2015, which was a result of the inventory acquired with DWR. Additionally, our inventory grew from $59.3 million on June 2, 2012 to $76.2 million on June 1, 2013, or $16.9 million (28%) during fiscal 2013. The increase in inventory during fiscal 2013 was due primarily to inventory acquired with Maharam of $14.1 million, which also contributed to the decrease in our consolidated inventory turnover rate during the past four fiscal years.

The statement as to our high rate of inventory turns was included in the paragraph of our Executive Overview that is devoted exclusively to our manufacturing operations, and accordingly, excludes the impact of inventory acquired from the above-referenced acquisitions. After excluding the impact of these acquisitions on our company-wide inventory turns calculation, the calculated turns on the rest of our inventory, which is primarily comprised of inventories manufactured by Herman Miller, remains high.

Based on the response above, the following paragraph from the "Executive Overview" section of the MD&A will be enhanced in future periods with the additional disclosures presented in italics:

The company is globally positioned in terms of manufacturing operations. In the United States, the manufacturing operations are located in Michigan, Georgia, Wisconsin and North Carolina. In Europe, the manufacturing presence is located within the United Kingdom. The manufacturing operations in Asia include facilities located in Dongguan and Ningbo, China. The company manufactures products using a system of lean manufacturing techniques collectively referred to as the Herman Miller Performance System (HMPS). Herman Miller strives to maintain efficiencies and cost savings by minimizing the amount of inventory on hand. Accordingly, production is order-driven with direct materials and components purchased as needed to meet demand. The standard lead time for the majority of our products is 10 to 20 days. These factors result in a high rate of inventory turns related to our manufactured inventories.

As noted in the response above, during fiscal 2015, a significant portion of the increase in inventory related to the acquisition of DWR. Accordingly, the change in operating cash flows in fiscal 2015 related to inventory excludes the impact of the inventories acquired as part of

the DWR transaction. This is because the value of all assets and liabilities acquired as part of the transaction are included in the investing section of the statement of cash flows within the caption "Acquisitions, net of cash received". In future filings, management will clarify within the "Cash Flow - Operating Activities" section of the MD&A that the impact of changes in working capital assets and liabilities excludes the impact of amounts acquired through business combinations.

Critical Accounting Policies and Estimates, page 36

Goodwill and Indefinite-lived Intangibles, page 37

2.

 We note the $10.8 million impairment recorded in fiscal 2015 related to the POSH trade name, as well as the $21.4 million impairment recorded in fiscal 2014 related to the Nemschoff and POSH trade names. Please tell us how much of the $21.4 million impairment was attributed to the POSH trade name and the balance of the POSH trade name asset as of May 30, 2015. Given the consecutive significant impairments to POSH, if the balance is not zero, please explain to us and disclose the factors you are monitoring that would adversely impact your assumptions and could warrant future additional impairment.

Response:

The initial acquisition date fair value of the POSH trade name was $19.9 million. Of the $21.4 million impairment charge that we recorded during fiscal 2014, $9.1 million related to the POSH trade name. After the impairment charge was recorded in fiscal 2014, the remaining POSH trade name carrying amount was $10.8 million. In fiscal 2015, the remaining carrying amount of $10.8 million was written off, bringing the POSH trade name asset value down to zero.

3.

 We note that despite the impairments to the POSH trade name in fiscals 2015 and 2014, there were no impairments to goodwill related to POSH in either of those periods. We note your statement that forecasts of revenue and profitability no longer supported the value of the trade name intangible asset. Tell us if these forecasts have had any impact or will have any impact on your goodwill impairment analysis associated with POSH. Please further clarify whether your operating segments are your reporting units.

Response:

The POSH operations are included in the ELA Furniture Solutions reporting unit, which is the same as the ELA Furniture Solutions operating segment. While the forecasted revenue and profitability of the POSH operations declined, resulting in the full impairment of the POSH trade name, a significant portion of the ELA Furniture Solutions reporting unit operations were developed organically by the company.  Accordingly, while the forecasts for the ELA Furniture Solutions reporting unit include the lower expected revenues and profitability of the POSH operations, the remaining operations of this reporting unit are considered in our goodwill impairment analysis. We utilized a quantitative assessment in performing our goodwill impairment analysis for the ELA Furniture Solutions reporting unit on our measurement date of March 28, 2015, which concluded the fair value of the reporting unit exceeded its carrying value.

10. Income Taxes, page 68

4.

 We note from the effective tax rate reconciliation on page 69 the net tax benefit of $3.9 million on undistributed foreign earnings, presumably from your Luxembourg subsidiary as mentioned on page 35. Please explain how a change to the assertion that the earnings from your Luxembourg subsidiary are permanently reinvested could result in such a benefit or deferred tax asset, rather than an expense or deferred tax liability. Please also address how your statement on page 70 that taxes on undistributed foreign earnings is not required since such earnings are deemed to be permanently reinvested continues to be appropriate.

Response:

In determining whether foreign earnings are permanently reinvested, HMI considers several factors including 1) historical experience 2) the future anticipated need in the U.S. for the undistributed foreign earnings 3) future strategic investments in foreign jurisdictions 4) the amount of earnings and source of cash available to repatriate and 5) the tax cost to repatriate the foreign earnings. Based upon the five factors above, management has concluded that $72 million of undistributed foreign earnings are permanently reinvested.

At the end of fiscal year 2015, an internal restructuring of certain foreign investments resulted in the recognition of a deferred tax asset on the outside basis difference of HM International Finance Luxembourg S.a.r.l. (“HMI Lux”). A deferred tax asset was generated (as opposed to a liability) due to the relatively high effective rate of tax within HMI Lux which, upon reversal of the outside basis difference, would result in an excess foreign tax credit of $4.6 million. The resulting deferred tax asset was evaluated for realizability and was ultimately recognized for US GAAP reporting purposes because it was expected to be utilized in the foreseeable future. The $3.9 million dollar benefit disclosed on the effective tax rate reconciliation is comprised of the $4.6 million deferred tax asset less $0.7 million of Canadian withholding tax that was incurred as part of the internal restructuring.

Definitive Proxy on Schedule 14A

Compensation Discussion and Analysis, page 26

Incentive Cash Bonus for Fiscal 2015, page 31

5.

 In future filings, please clearly describe how you compute Herman Miller’s performance factor. For example, it is unclear how Herman Miller achieved a 0.6488 performance factor for fiscal year 2015.

Response:

In future filings, management agrees to clearly describe how to compute the performance factor for the incentive cash bonus.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-8538.

Very truly yours,

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

Mail Stop 4631
January 12 , 2016

Via E -mail
Mr. Jeffrey M. Stutz
Chief Financial  Officer
Herman Miller , Inc.
855 East Main Ave
Zeeland, MI 49464

Re: Herman Miller , Inc.
  Form 10-K
Filed July 2 8, 2015
File No. 1-15141

Dear Mr. Stutz :

We have reviewed  your filing an d have the following comments. We may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do not believe our
comments apply to your facts and circumstances, please tell us why in your res ponse.

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

Form 10 -K for the year ended May 30, 2015

Management’s Discussion and Analysis, page 17

Cash Flow – Operating Activities, page 33

1. We note inventories increase d 65% during fiscal 2015, compared to a sales increase of
only 14%. While we also note that inventory adjustments were made during the year
related to the acquisition of DWR, it appears that your discussion herein does not provide
a clear understanding of the movements within inventories.  We further note your
statement on page 17 regarding a high rate of inventory turns but note that your turns
have actually slowed the last four fiscal years. Please revise disclosure to discuss the year
over year changes i n your inventory balance that have impacted cash flows from
operations and inventory turns as well as the inconsistencies in disclosure noted above.

Mr. Jeffrey M. Stutz
Herman Miller,  Inc.
January 12 , 2016
Page 2

 Critical Accounting Policies and Estimates, page 36

Goodwill and Indefinite -lived Intangibles, page 37

2. We note the $10.8 million impairment recorded in fiscal 2015 related to the POSH trade
name, as well as the $21.4 million impairment recorded in fiscal 2014 related to the
Nemschoff and POSH trade names. Please tell us how much of the $21.4 million
impair ment was attributed to the POSH trade name and the balance of the POSH trade
name asset as of May 30, 2015. Given the consecutive significant impairments to POSH,
if the balance is not zero, please explain to us and disclose the factors you are monitoring
that would adversely impact your assumptions and could warrant future additional
impairment.

3. We note that despite the impairments to the POSH trade name in fiscals 2015 and 2014,
there were no impairments to goodwill related to POSH in either of those per iods. We
note your statement that forecasts of revenue and profitability no longer supported the
value of the trade name intangible asset.  Tell us if these forecasts have had any impact or
will have any impact on your goodwill impairment analysis associat ed with POSH.
Please further clarify whether your operating segments are your reporting units.

10. Income Taxes, page 68

4. We note from the effective tax rate reconciliation on page 69 the net tax benefit of $3.9
million on undistributed foreign earnings,  presumably from your Luxembourg subsidiary
as mentioned on page 35. Please explain how a change to the assertion that the earnings
from your Luxembourg subsidiary are permanently reinvested could result in such a
benefit or deferred tax asset, rather than  an expense or deferred tax liability. Please also
address how your statement on page 70 that taxes on undistributed foreign earnings is not
required since such earnings are deemed to be permanently reinvested continues to be
appropriate.

Definitive Proxy  on Schedule 14A

Compensation Discussion and Analysis, page 26
Incentive Cash Bonus for Fiscal 2015, page 31

5. In future filings, please clearly describe how you compute Herman Miller’s performance
factor.  For example, it is unclear how Herman Miller achi eved a 0.6488 performance
factor for fiscal year 2015.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all  applicable Exchange Act rules require.   Since the company and its management are

Mr. Jeffrey M. Stutz
Herman Miller,  Inc.
January 12 , 2016
Page 3

 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 provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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

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

You may contact Jenn Do at (202) 551-3743, or me a t (202) 551 -3854 if you have
questions regarding comments on the financial statements and related matters.  Please contact
David Korvin  at (202) 551 -3236, or Pamela Long, Assistant Director, at (202) 551 -3765, with
any other questions .

Sincerely,

 /s/ Melissa N. Rocha

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

March 19, 2014

Via E -mail
Mr. Gregory J. Bylsma
Chief Financial Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI 49464 -0302

Re: Herman Miller, Inc.
  Form 10 -K
Filed July 30, 2013
File No. 1 -15141

Dear Mr. Bylsma:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy a nd adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant  Chief  Accountant

CORRESP
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filename1.htm

		corresp 02-27-2014

March 13, 2014

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE:    Herman Miller, Inc.

Form 10-K for the Year ended June 1, 2013

Filed July 30, 2013

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") set forth in your letter dated February 27, 2014 with respect to the above referenced filings. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended June 1, 2013

Management’s Discussion and Analysis, page 15

Financial Results, page 20

1.

 We have read your response to comment 2 in our letter dated January 24, 2014 which includes proposed revisions to existing disclosure that indicates increases in change in other volumes is attributable to increases in North American Furniture Solutions and Specialty and Consumer segments. Your proposed disclosure as well as your segment discussion on page 27 does not provide detailed information regarding the factors that contributed to the increases. Given the Change in other volumes line item represents the largest aggregate impact of the change in net sales during each of the years presented, in future filings, please consider quantifying the factors that contributed to significant year over year volume increases.

Response:

In future filings, management agrees to quantify the factors that contributed to any significant year over year changes in sales as well as provide qualitative factors to explain the changes in other sales volumes. To the extent that there is no one significant change in volumes management will state as such.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

February 27, 2014

Via E -mail
Mr. Gregory J. Bylsma
Chief Financial Officer
Herman Miller , Inc.
855 East Main Avenue
Zeeland, MI 49464 -0302

Re: Herman Miller , Inc.
  Form 10 -K
Filed July 30 , 2013
File No. 1-1514 1

Dear Mr. Bylsma :

We have reviewed your response dated February 13, 2014 and have the following
comment .

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment applies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you pro vide in response to this comment , we may have
additional comments.

Form 10 -K for the year ended June 1, 2013

Management’s Discussion and Analysis, page 15

Financial Results, page 20

1. We have read your response to comment 2 in our letter dated January  24, 2014 which
includes proposed revisions to existing disclosure that indicates increases in “change in
other volumes” is attributable to increases in North American Furniture Solutions and
Specialty and Consumer segments.  Your proposed disclosure as we ll as your segment
discussion on page 27 does not provide detailed information regarding the factors that
contributed to the increases. Given the “Change in other volumes” line item represents
the largest aggregate impact of the change in net sales during each of the years presented,
in future filings, please consider quantifying the factors that contributed to significant
year over year volume increases .

Mr. Gregory J. Bylsma
Herman Miller , Inc.
February 27, 2014
Page 2

 You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -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

CORRESP
1
filename1.htm

		corresp 01-24-2014

FOIA Confidential Treatment Request (17 CFR 200.83)

The entity requesting confidential treatment is

Herman Miller, Inc.

855 East Main Avenue

Zeeland, Michigan 49464

Attn:     Gregory J. Bylsma

(616) 654-7578 (phone)

(616) 654-7585 (fax)

February 13, 2014

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE:    Herman Miller, Inc.

Form 10-K for the Year ended June 1, 2013

Filed July 30, 2013

File No. 1-15141

Dear Ms. Rocha:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") set forth in your letter dated January 24, 2014 with respect to the above referenced filings. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended June 1, 2013

Management’s Discussion and Analysis, page 15

Executive Overview, page 15

1.

 You disclose that the North American reportable segment is the aggregation of two operating segments. Please identify these two operating segments and tell us how you considered ASC 280-10-50 in identifying your operating segments and how your reporting segments meet the aggregation criteria set forth in ASC 280-10-50-11. You may wish to provide us supplementally with an analysis that includes historical revenues, gross profits, gross profit margins, operating profits, and operating profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar and aggregation is appropriate.

Response:

The North American reportable segment is the aggregation of the North America Work ("Work") and the North America Healthcare ("Healthcare") operating segments. In identifying the operating segments, the company considered the definition of an operating segment in ASC 280-10-50-1. The Work operating segment includes the operations associated with the design, manufacture, and sale of furniture products for work-related settings, including office and education environments, throughout the United States and Canada. The Healthcare operating segment includes the operations associated with the design, manufacture, and sale of furniture products for work-related settings, including clinical settings, to customers throughout the United States and Canada.

The chief operating decision maker ("CODM") at Herman Miller ("the company") is the chief executive officer (“CEO”). The CEO directs the operations of the company with the assistance of the executive leadership team and the CEO allocates resources and assesses the performance of Herman Miller’s operating segments. The information provided to the CODM includes the Work and Healthcare operating segments.

The company considered the aggregation criteria in ASC 280-10-50-11, as well as ASC 280-10-50-7A through ASC 280-10-50-7C, in determining whether it was appropriate to aggregate the Work and Healthcare operating segments. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of ASC 280, which considers if the segments have similar economic characteristics and if the segments are similar in all of the following areas:

•

 Economic characteristics;

•

 Nature of products and services;

•

 Nature of production processes;

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-2

Pursuant to 17 CFR 200.83

•

 Type or class of customer;

•

 Methods of distribution; and

•

 Nature of the regulatory environment, if applicable.

The quantitative and qualitative aggregation criteria for the Work and Healthcare operating segments was considered as follows:

Similar economic characteristics

The gross margins for the Work and Healthcare operating segments were reviewed as part of the segment aggregation analysis. Management  analyzed gross margins over the period from fiscal 2011 through fiscal 2013, as well as the gross margins within the company's plan for fiscal 2014 through fiscal 2016. Based on this analysis, management believes that the two operating segments have similar economic characteristics based on current indicators.

Furthermore, due to the incremental labor and overhead costs stemming from the facility consolidations within the Healthcare operating segment, fiscal 2012 and 2013 were recast (for the purposes of the segment aggregation analysis) for the Healthcare operating segment. After the adjustments, the average difference in gross margin was even smaller. It is the opinion of management that these adjusted gross margins for the operating segments are more representative of the performance of the operating segments on a long term basis.

The operating expenses from fiscal 2011 through fiscal 2013 and within the 2014 through 2016 plan were also reviewed by management as part of the segment aggregation analysis. Included within the historical and planned operating expenses for Healthcare is amortization expense resulting from purchase accounting due to recent acquisitions. Management believes that this incremental operating expense is not indicative of the long term performance of the Healthcare operating segment. After adjusting for this amortization, management concluded that the Work and Healthcare operating segments were similar from the perspective of operating expenses. Furthermore, since gross margin and operating expenses were deemed to be economically similar, management concluded that operating income was economically similar as well. Note that the details of the aforementioned analysis of economic characteristics are set forth in Exhibit A attached hereto.

Qualitative economic characteristics were also considered in the analysis. It is important to note that in general, the Work and Healthcare segments are considered to be similarly affected by changes in market conditions given the like nature of their products (durable goods) and end-customers (used in work-related settings). Additionally, these products have similar economic characteristics and similar future growth opportunities as well. From the standpoint of future growth for Work and Healthcare products, these products have similar economic characteristics, as they are subject to and react similarly to factors such as service sector employment levels, corporate profitability, trends in non-residential construction and the overall measures of market sentiment. We also believe that both segments have similar future growth opportunities driven by supportive demographic trends and secular market trends around product preferences and styles.

Nature of Products and Service

Work and Healthcare provide many of the same products or products that have similar purposes and end uses, since each operating segment manufactures and sells furniture (including wood casegoods, desking, filing and storage, and office systems) and seating (including task, side and soft seating products) that is used in a variety of office and healthcare work settings.

Nature of the Production Process

The production processes for both Work and Healthcare are the same. For these operating segments, all products are “made to order” and are produced with shared or similar manufacturing facilities, equipment and labor force. The products for Work and Healthcare also require similar levels or degrees of labor and capital.

Type or Class of Customer

Work and Healthcare share types/classes of customers that are typically commercial institutions that employ large numbers of executive, technical and administrative personnel. The region/geography in which the products and services of these operating segments are marketed are similar as both segments are North America centric. Also, the sales force for Work and Healthcare are interchangeable, sell many of the same products, and use similar strategies and tools.

Methods of Distribution

The Work and Healthcare operating segments have the same methods of distribution. Sales are made primarily through independent contract furniture dealers, most of whom distribute for both operating segments, although, some sales are also made directly to end customers.

Nature of the regulatory environment

A limited number of products offered by the Healthcare operating segment are subject to U.S. Food and Drug Administration regulations. Other than this, there are no significant differences in the regulatory environment for the Work and Healthcare operating segments.

We believe that the Work and Healthcare operating segments are appropriately aggregated into one reportable segment based on the analysis above.

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-3

Pursuant to 17 CFR 200.83

Financial Results, page 20

2.

 We note from the tables on pages 21-22 the significant impact that Change in other volumes has on your net sales. Please provide draft disclosure, to be included in future filings that discusses the material components of this line item and the reasons for the significant increase during fiscal 2013. Ensure that your disclosure discusses not only volume changes of existing products but the impact of any product introductions. In this regard, we note from your Q2 2014 earnings call transcript you anticipate Living Office systems to begin standard order entry in the first half of 2014 and have begun recognizing revenue on the first shipments related to the large energy project.

Response:

The “Change in other volumes” line item represents an increase in sales due to the general improvement in the economic environment for the company, primarily in North America. This economic improvement is attributable to North America since the increase in the “Change in other volumes” line item is attributable to our North American Furniture Solutions and Specialty and Consumer Reportable Segments. All of the material changes in sales during fiscal 2013 have been explained in Form 10-K for the year ended June 1, 2013. In future filings, management will provide explanation of qualitative factors that drive this change to provide further context around the “Change in other volumes” line item.

Additionally, in future filings, management will provide disclosure of the impact on sales of new product introductions if material. However, please note that the impact on sales due to the launch of new products is unlikely to be material in any one period. This is due to the nature of how new products are launched and generally adopted by customers and end users in the market place. Products in the contract furniture industry tend to have very long life cycles. This is evidenced by the fact that one of the company's top selling system furniture lines, Action Office, was first introduced in the late 1960's and is still being sold today. Likewise, new product launches in our business tend to have a long ramp up period as the products are gradually adopted in the marketplace over time. Historically, the incremental sales due to new product launches have not been material in any one period, but can been seen over extended periods of time.

The aforementioned large energy project will be recognized over approximately 18 months. As such, the amount of incremental sales from this project will not likely be material for any specific reporting period and will not be materially different from large contract work that we have had in the past. Furthermore, it is commonplace for large projects to come online as well as large projects to be completed in each reporting period. It is the view of management that this is the normal course of business and disclosure of this would not add helpful context for the users of the MD&A.

Based on the response above, a revised “Net Sales, Orders, and Backlog - Fiscal 2013 Compared to Fiscal 2012” section has been provided below with the enhancements to the disclosure presented in italics.

For the fiscal year ended June 1, 2013, consolidated net sales increased 2.9 percent to $1,774.9 million from $1,724.1 million for the fiscal year ended June 2, 2012. The acquisitions of Maharam Fabric Corporation (Maharam) on April 29, 2013 and Sun Hing POSH Holdings Limited (POSH) on April 3, 2012 increased fiscal 2013 net sales approximately $56.6 million. The impact of dealer divestitures in the second quarter of fiscal 2012 and the third quarter of fiscal 2013 had the effect of reducing sales approximately $10 million compared to fiscal 2012. The overall impact of foreign currency changes for the fiscal year was to decrease net sales by approximately $8 million. The year ended June 2, 2012 contained 53 weeks. An extra week in the company's fiscal year is required approximately every six years in order to realign its fiscal calendar-end dates with the actual calendar months. The additional week in Fiscal 2012 is estimated to have increased net sales $32 million. The company has also experienced a $50 million decrease in sales volumes to the U.S. federal government as compared to fiscal 2012. The impact of net changes in pricing is estimated to have had a $5.0 million increase on net sales during fiscal 2013. The remaining increase compared to fiscal 2012 was driven by increased volumes, generally attributable to overall improvements in the economic environment in which the company operates, primarily in North America as these increases were attributable to the North American Furniture Solutions and Specialty and Consumer reportable segments.

Acquisitions and Divestitures, page 50

3.

 Please provide to us your significance calculations for the Maharam acquisition under the asset, investment and income tests as prescribed by Rule 3-05 of Regulation S-X and tell us your basis for not providing financial statements under Rule 3-05 for this acquisition.

Confidential Treatment is Requested by Herman Miller, Inc.                        MLHR-4

Pursuant to 17 CFR 200.83

Response:

The company reviewed the significance of the Maharam transaction under Rule 3-05(b)(2) of Regulation S-X, substituting the required twenty percent (20%) threshold for a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X. The following sets forth the significance calculations under each of those prescribed tests:

Dollars in Millions

Investment Test

Total Assets of HMI as of 6/2/12

 $

 839.1

Consideration transferred

 155.8

Investment %

 18.6%

Financials/Proforma Threshold

 20.0%

Financials/Proforma Required?

 NO

Asset Test

HMI as of 6/2/12

 $

 839.1

Maharam as of 12/31/12

 52.4

Asset %

 6.2%

Financials/Proforma Threshold

 20.0%

Financials/Proforma Required?

 NO

Income Test

HMI income before tax for FY'12

 $

 119.5

Maharam income before tax for CY'12

 3.2

Income before tax %

 2.7%

Financials/Proforma Threshold

 20.0%

Financials/Proforma Required?

 NO

Based on the analysis above, financial statements were not required under Rule 3-05 of Regulation S-X.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

Confidential Treatment is R

January 24, 2014

Via E -mail
Mr. Gregory J. Bylsma
Chief Financial Officer
Herman Miller , Inc.
855 East Main Avenue
Zeeland, MI 49464 -0302

Re: Herman Miller , Inc.
  Form 10 -K for the year ended June 1, 2013
Filed July 30 , 2013
File No. 1-1514 1

Dear Mr. Bylsma :

We have reviewed your filing  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 ten 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 circumstances, please tell us why 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 June 1, 2013

Management’s Discussion and Analysis, page 15

Executive Overview, page 15

1. You dis close that the North American reportable segment is the aggregation of two
operating segments. Please identify these two operating segments and tell us how you
considered ASC 280 -10-50 in identifying your operating segments and how your
reporting segments  meet the aggregation criteria set forth in ASC 280 -10-50-11. You
may wish to provide us supplementally with an analysis that includes historical revenues,
gross profits, gross profit margins, operating profits, and operating profit margins, along
with any other information you believe would be useful for each of your operating
segments to help us understand how these operations are economically similar and
aggregation is appropriate.

Mr. Gregory J. Bylsma
Herman Miller , Inc.
January 24, 2014
Page 2

 Financial Results, page 20

2. We note from the tables on pages 21 -22 the significant impact that “Change in other
volumes” has on your net sales. Please provide draft disclosure , to be included in future
filings that  discusses the material components of this line item and the reasons for the
significant increase during fiscal  2013.  Ensure that your disclosure discusses not only
volume changes of existing products but the impact of any product introductions.  In this
regard, we note from your Q2 2014 earnings call transcript you anticipate Living Office
systems to begin standa rd order entry in the first half of 2014 and have begun recognizing
revenue on the first shipments related to the large energy project.

2. Acquisitions and Divestitures, page 50

3. Please provide to us your significance calculations for the Maharam  acquisition under the
asset, investment and income tests as prescribed by Rule 3 -05 of Regulation S -X and tell
us your basis for not providing financial statements under Rule 3 -05 for this acquisition.

We urge all persons who are responsible for the acc uracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fact s 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 provide  a written statement from the company
acknowledging that:

 the company is responsib le for the adequacy and accuracy of the disclosure 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
 the company may not assert staff  comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3854 if you have
questions regarding comments on the f inancial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant  Chief  Accountant

November 27, 2012

Via E -mail
Mr. Gregory J. Bylsma
Chief Financial Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI  49464

RE: Herman Miller, Inc.
Form 10 -K for the Year ended June 2, 2012
Filed July 31, 2012
  File No. 1 -15141

Dear Mr. Bylsma:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are r esponsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Rufus Decker

 Rufus Decker
Accounting Branch Chief

CORRESP
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		corresp 11-20-12

November 20, 2012

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

RE:     Herman Miller, Inc.

Form 10-K for the Year ended June 2, 2012

Filed July 31, 2012

Form 10-Q for the Quarter ended September 1, 2012

Filed October 11, 2012

Item 5.07 Form 8-K

Filed October 11, 2011

File No. 1-15141

Dear Mr. Decker:

This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated November 7, 2012 with respect to the above referenced filings. The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the Year ended June 2, 2012

Item 6 - Selected Financial Data, page 13

1.

 You have presented your cash flow from operating activities in the Operating Results section. While presentation of cash flow from operating activities is useful, this data should be considered in the framework of a statement of cash flows, which reflects management's decision as to the use of these cash flows and the external sources of capital used. The implication of a presentation which shows only the cash flow generated from operations portion of a cash flows statement is that the use of such cash flows is entirely at the discretion of management. In future filings, please also present your cash flows from investing and financing activities. See FRC 202.03.

Response:

In future filings, management agrees to present cash flows from investing and financing activities within Item 6.

Item 8 - Financial Statements and Supplementary Data, page 34

Note 13 - Warranties, Guarantees, and Contingencies, page 63

Product Warranties, page 63

2.

 Please enhance your disclosure in future filings to present a summary of the warranty liability activity for the most recent three years rather than two years. Refer to FASB ASC 460-10-50-8. Also, expand your discussion in Management's Discussion and Analysis to better explain the reason for the $10 million increase in warrant expense for fiscal 2012. In this regard, we note your current disclosure which indicates that this increase is due to increased spend and changes in estimates is not overly informative.

Response:

In future filings, management agrees to present a summary of the warranty liability for the most recent three years within the footnotes. Future filings will also include expanded discussion within Management's Discussion and Analysis to better explain increases or decreases to the warranty reserve.

The warranty expense increased by $10.9 million in fiscal 2012 compared to fiscal 2011. Approximately $1.2 million of the increase related to product warranty claims in excess of historical experience for older life cycle products. When applying this increased warranty claims loss experience to the remaining historical periods,  this resulted in a change in estimate related to our general warranty reserve which drove additional expense of approximately $5 million. Higher sales in fiscal 2012 compared to fiscal 2011 drove an increase in product warranty expense of approximately $1.5 million. The remaining increase in warranty expense related to specific customer claims.

Signatures, page 78

3.

 We note that your Chief Financial Officer and Principal Accounting Officer has signed the annual report on behalf of the registrant, but he does not appear to have signed individually in his capacity (in the second section of the signatures page) as your Principal Financial and Principal Accounting Officer. Your annual report must be signed by one or more of your executive officers on behalf

of the registrant and by your principal executive officer, your principal financial officer, your controller or principal 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 page section of Form 10-K, and comply with this comment in future filings.

Response:

In future 10-K filings, management agrees to revise the format of the signature page to clarify that the company's Chief Financial Officer and Principal Accounting Officer are signing in their individual capacity, respectively.

Exhibit Index, page 81

4.

 We note that you appear to have omitted the schedules and exhibits to Exhibit 10(j) (Second Amended and Restated Credit Agreement dated as of November 18, 2011). As there does not appear to be a basis for this omission, please re-file Exhibit 10(j), including all of its schedules and exhibits, with your next periodic report or with a current report.

Response:

Management agrees to re-file the exhibit, including all schedules and exhibits, with the company's next periodic report on form 10-Q.

Form 8-K filed October 11, 2011

5.

 It does not appear that you amended your Form 8-K to report your decision regarding the frequency of say-on-pay votes. The amended Form 8-K is generally required to be filed within 150 days after the shareholder meeting. Please advise.

Response:

In the company's Proxy Statement for its Annual Meeting of Shareholders held on October 10, 2011, the Board of Directors and management recommended an annual vote on executive compensation. Consistent with that recommendation, the company's Form 8-K, filed on October 11, 2011, reported on the voting results for "the one year frequency of a shareholder advisory vote on executive compensation."  That 8-K reflected overwhelming shareholder support for the company's recommended annual advisory vote on executive compensation. We believe that because the shareholder vote was consistent with the company's recommendation, the need to subsequently amend the 8-K to disclose "the company's decision in light of the vote" was obviated.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure 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

•

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

We hope that the foregoing sufficiently responds to your comment. If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

November 7 , 2012

Via E -mail
Mr. Gregory J. Bylsma
Chief Financial  Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI  49464

RE: Herman Miller, Inc.
Form 10 -K for the Year ended June 2, 2012
Filed July 31, 2012
  Form 10 -Q for the Quarter ended September 1, 2012
  Filed October 11, 2012
  Item 5.07 Form 8 -K
Filed October 11, 2011
  File No. 1-15141

Dear Mr. Bylsma :

We have reviewed your filing s 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 ten business days by provi ding the requested
information or by advisin g us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why 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 June 2, 2012

Item 6 – Selected Financial Data, page 13

1. You have presented your cash flow from operating activities in the Operating Results section.
While presentation of cash flow from operat ing activities is useful, this data should be
considered in the framework of a statement of cash flows, which reflects management’s
decision as to the use of these cash flows and the external sources of capital used.  The
implication of a presentation whic h shows only the cash flow generated from operations
portion of a cash flows statement is that the use of such cash flows is entirely at the discretion
of management.  In future filings, please also present your cash flows from investing and
financing acti vities.  See FRC 202.03.

Mr. Gregory J. Bylsma
Herman Miller, Inc.
November 7, 2012
Page 2

Item 8 – Financial Statements and Supplementary Data, page 34

Note 13 – Warranties, Guarantees, and Contingencies, page 63

Product Warranties, page 63

2. Please enhance your disclosure in future filings to present a summary of the  warranty liability
activity for the most recent three years rather than two years.  Refer to FASB ASC 460 -10-
50-8.  Also, expand your discussion in Management’s Discussion and Analysis to better
explain the reason for the $10 million increase in warrant e xpense for fiscal 2012.  In this
regard, we note your current disclosure which indicates that this increase is “due to increased
spend and changes in estimates” is not overly informative.

Signatures, page 78

3. We note that your Chief Financial Officer and Principal Accounting Officer has signed the
annual report on behalf of the registrant, but he does not appear to have signed individually
in his capacity (in the second section of the signatures page) as your Principal Financial and
Principal Accounting Of ficer.  Your annual report must be signed by one or more of your
executive officers on behalf of the registrant and by your principal executive officer, your
principal financial officer, your controller or principal 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 page section of Form 10 -K, and comply with this comment in future filings.

Exhibit Index, page 81

4. We note that you appear to have omitted the  schedules and exhibits to Exhibit 10(j) (Second
Amended and Restated Credit Agreement dated as of November 18, 2011).  As there does
not appear to be a basis for this omission, please re -file Exhibit 10(j), including all of its
schedules and exhibits, wit h your next periodic report or with a current report.

Form 8 -K filed October 11, 2011

5. It does not appear that you amended your Form 8 -K to report your decision regarding the
frequency of say -on-pay votes.  The amended Form 8 -K is generally required to be  filed
within 150 days after the shareholder meeting.  Please advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Mr. Gregory J. Bylsma
Herman Miller, Inc.
November 7, 2012
Page 3

  In res ponding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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

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

You may contact Jessica Dickerson, Staff Attorney, at (202) 551 -3749 or, in her  absence,
Craig Slivka, Special Counsel, at (202) 551 -3729  if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gordon, Staff Ac countant, at (202) 551 -3866 or, in his
absence, Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691 if you have questions
regarding comments on the financial statements and related matters.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branc h Chief

February 14, 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
  File No. 1-15141

Dear Mr. Bylsma:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
        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

CORRESP
1
filename1.htm

		hmi Corresp 2-13-12

February 13, 2012

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

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 December 3, 2011

Filed January 11, 2012

File No. 1-15141

Dear Mr. Decker:

            This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 30, 2012 with respect to the above referenced filings.  The comments from your letter are set forth in bold font below and are followed by our response.

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

Management's Discussion and Analysis

Reportable Operating Segments, page 20

1.

 Your current segment discussion appears to only discuss the three months ended December 3, 2011 compared to the three months ended November 27, 2010. There does not appear to be a segment discussion for the six months ended December 3, 2011 compared to the six months ended November 27, 2010. In future filings, please also provide a segment discussion for the cumulative year-to-date period compared to the prior year corresponding period. Please show us in your supplemental response what the revisions will look like.

Response:

Management agrees to provide further segment discussion for the cumulative year to date period compared to the prior year corresponding period. The example disclosure below relates only to the North American Furniture Solutions reportable segment, however, the company will provide similar discussion for all reportable segments in future filings. Future filings will include disclosures substantially in accordance with the following:

Example Disclosure:

Year-to-date net sales within the North American Furniture Solutions (North America) reportable segment increased $58.7 million to $652.2 million. The impact of foreign currency changes was to increase year-to-date fiscal 2012 net sales for North America by approximately $1.9 million. The deconsolidation of the three dealers sold during fiscal 2012 lead to approximately a $17 million decrease in both net sales and orders during the first six months within this segment. The remainder of the increase was driven by increased unit volumes. Year-to-date operating earnings within North American were up $2.9 million to $56.8 million. The impact of foreign currency changes increased year-to-date fiscal 2012 operating earnings for North America by approximately $1.6 million. The remaining increase in operating earnings as a percent of net sales is primarily driven by the ability to spread fixed manufacturing, sales and other costs over increased unit volumes.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 SEC staff comments or changes to disclosure in response to Staff comments in the company's filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the company's filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing sufficiently responds to your comment.  If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

January 30, 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 December 3, 2011   Filed January 11, 2012   Response dated January 20, 2012   File No. 1-15141

Dear Mr. Bylsma:
 We have reviewed your response letter da ted January 20, 2012 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 why in your response.
     After reviewing the information you provide  in response to these comments, we may
have additional comments.
 Form 10-Q for the Period ended December 3, 2011

Management’s Discussion and Analysis

Reportable Operating Segments, page 20
 1. Your current segment discussion appears to on ly discuss the three months ended December
3, 2011 compared to the three months ended N ovember 27, 2010.  There does not appear to
be a segment discussion for the six months ended December 3, 2011 compared to the six
months ended November 27, 2010.  In future  filings, please also provide a segment
discussion for the cumulative year-to-date peri od compared to the prior year corresponding
period.  Please show us in your supplementa l response what the revisions will look like.

Mr. Gregory J. Bylsma Herman Miller, Inc. January 30, 2012 Page 2

 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

CORRESP
1
filename1.htm

		hmiCorresp1-20-12

January 20, 2012

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

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. Decker:

            This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 6, 2012 with respect to the above referenced filings.  The comments from your letter are set forth in bold font below and are followed by our response.

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 the revisions will look like. These revisions should be included in your future filings, including your interim filings, if applicable.

Response:

Where a comment below has requested additional disclosures or other revisions to be made in future filings, we have provided an example of what the revisions will look like.  These revisions will be included in our future filings, including our interim filings when applicable.

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 fluctuations. 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 example, in your discussion of consolidated net sales for the fiscal year ended May 28, 2011 compared 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 operating and geographic units. Please discuss and quantify the extent to which fluctuations in your net sales are attributable 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.

Response:

Management agrees to further quantify the factors impacting consolidated and segment results, where appropriate, including a more comprehensive discussion of the factors impacting our net sales. For fiscal 2011, there was not a significant impact from pricing changes on net sales. The launch of new products and the related increase in net sales did not significantly impact the net sales in fiscal 2011. The example disclosure below relates only to net sales, however, the company will disclose and quantify multiple factors impacting gross margin, operating expenses, and other income and expense in future filings. Future filings will include disclosures substantially in accordance with the following:

Mr. Rufus Decker

January 20, 2012

Page 2

Example Disclosure:

Net Sales, Orders, and Backlog - Fiscal 2011 Compared to Fiscal 2010

For the fiscal year ended May 28, 2011, consolidated net sales increased 25.1 percent to $1,649.2 million from $1,318.8 million for the fiscal year ended May 29, 2010. Net sales increased approximately $33 million in fiscal 2011 from the acquisitions of Colebrook Bosson Saunders, and a contract and retail furniture dealership in Australia, which were both acquired in the fourth quarter of fiscal 2010. The overall impact of foreign currency changes was to increase fiscal 2011 net sales by approximately $10 million. The impact of deeper discounting is estimated to have had a $34.5 million decrease on net sales over the prior year. The remainder of the year-over-year increase was driven by increased unit volumes due to a more robust global economic environment and was experienced across nearly all operating segments and geographies.

Discussion of Operating Segments - Fiscal 2011 Compared to Fiscal 2010

Net sales within the North American Furniture Solutions (North America) reportable segment were $1,304.9 million in fiscal 2011, a 24.5 percent increase from fiscal 2010 net sales of $1,048.1 million. The impact of foreign currency changes was to increase fiscal 2011 net sales for North America by approximately $5 million.  The remaining increase in net sales was due to an increase in unit volumes during fiscal 2011. Operating earnings for the reportable segment in fiscal 2011 were $98.1 million, or 7.5 percent of net sales. This compares to reportable segment earnings of $71.5 million or 6.8 percent of net sales in fiscal 2010. The impact of foreign currency changes increased fiscal 2011 operating earnings for North America by approximately $4 million.  The remaining increase in operating earnings as a percent of net sales in the current fiscal year is primarily driven by the ability to spread fixed manufacturing, sales and other costs over increased unit volumes.

Net sales from the Non-North American Furniture Solutions (Non-North America) reportable segment were $290.4 million in fiscal 2011, a $67.7 million or a 30.4 percent increase from fiscal 2010 net sales of $222.7 million. The impact of foreign currency changes was to increase fiscal 2011 net sales for Non-North America by approximately $5 million.  Additionally, net sales increased approximately $33 million in fiscal 2011 from the acquisitions of Colebrook Bosson Saunders, and a contract and retail furniture dealership in Australia, which were both acquired in the fourth quarter of fiscal 2010. The remaining year-over-year sales growth was driven primarily from increased unit volumes. Operating earnings within the Non-North American segment totaled $18.8 million for the year or 6.5 percent of net sales. This compares to an operating loss of $0.2 million or a negative 0.1 percent of net sales in fiscal 2010, an increase of 660 basis points. The operating loss in fiscal 2010 was affected by an independent dealer in Australia that went into receivership and resulted in bad debt expense of approximately $5 million. Additionally, operating earnings increased $1.5 million in fiscal 2011 from the above referenced fiscal 2010 fourth quarter acquisitions. The impact of foreign currency changes increased fiscal 2011 operating earnings for Non-North America by approximately $2 million.  The remainder of the increased operating profitability was driven by the ability to spread fixed manufacturing, sales and other costs over increased unit volumes.

Liquidity and Capital Resources, page 25

1.

 Please enhance your liquidity disclosure to address the following:

•

 Disclose the amount of foreign cash and short-term investments you have as compared to your total amount of cash and short-term investments as of the latest balance sheet date; and

•

 Discuss the fact that if the foreign cash and 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 demonstrate 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 Section IV and Financial Reporting Codification 501.06.a.

Response:

In future filings, management agrees to expand its discussion of liquidity to address the issues noted above by the Staff. Future filings will include disclosures substantially in accordance with the following:

Example Disclosure:

The company had foreign cash and marketable securities of $47.7 million and $11.0 million at the end of fiscal 2011, respectively. The company's total cash and marketable securities at the end of fiscal 2011 were $142.2 million and $11.0 million, respectively. The foreign subsidiary holding the company's marketable securities is taxed as a U.S. taxpayer at our election; consequently, for tax purposes all U.S tax impacts for this subsidiary have been recorded. The company currently plans to repatriate approximately $7.4 million within the next year from foreign subsidiaries, for which all U.S taxes have been recorded.  The company's intent is to permanently reinvest the remainder of the foreign cash amounts outside the U.S., as the company's plans do not demonstrate a need to repatriate these balances to fund U.S. operations.

Mr. Rufus Decker

January 20, 2012

Page 3

Financial Statements

Notes to the Financial Statements

Note 13. Income Taxes, page 65

2.

 During fiscal 2011, you repatriated $18.8 million of undistributed foreign earnings. As of May 28, 2011, you did not provide for U.S. income 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 represents the total amount of undistributed

earnings of foreign subsidiaries or only the portion for which you have not provided for

U.S. income taxes;

•

 Please tell us whether you had previously considered the $18.8 million of undistributed

foreign earnings to be permanently reinvested. 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

Please refer to paragraph ASC 740-30-25-17.

Response:

The $53.7 million of undistributed foreign earnings that have been deemed to be permanently reinvested represents a portion of the total undistributed earnings of foreign subsidiaries of $61.1 million, of which $7.4 million was not considered permanently reinvested and U.S. taxes were accrued or a net tax benefit was recognized.  During fiscal 2011 we repatriated $15.1 million of undistributed foreign earnings as well as a return of capital of $1.8 million from a Mexican subsidiary. In addition, $1.9 million of foreign earnings was repatriated during fiscal 2011 from a subsidiary taxed as a U.S. taxpayer at our election.

During the first quarter of fiscal 2011 we repatriated $10.0 million of undistributed foreign earnings that was previously considered permanently reinvested which was comprised of $5.0 million from both Mexico and Canada. The plans to repatriate these amounts were primarily driven by excess cash within these subsidiaries that would not be reinvested in the subsidiary. The remaining undistributed foreign earnings were considered permanently reinvested given an analysis of the earnings and profits within each foreign entity along with the amount of cash and future operating cash needs for each foreign location.

During the fourth quarter of fiscal 2011 we repatriated $5.1 million of undistributed foreign earnings from Canada that was previously considered permanently reinvested. The plan to repatriate these earnings was driven by a strategic plan for an acquisition announced during the fourth quarter of fiscal 2011.  The acquisition was planned to occur in the first quarter of fiscal 2012 but has not yet closed.

The company has not provided for U.S. income taxes on undistributed earnings of foreign subsidiaries totaling approximately $53.7 million as of May 28, 2011, which were considered permanently reinvested given an analysis of the earnings and profits within each foreign entity along with the amount of cash and future operating cash needs for each foreign location. Based on our historical experience and the operations of these foreign subsidiaries management has no plans to repatriate these amounts, as they are employed in the operations of the foreign subsidiaries and are not needed to support the operating cash flow needs of the company's U.S. operations.

Note 18. Operating Segments, page 73

3.

 Please help us better understand what your operating segments and reporting units are. You aggregate operating segments into two primary reportable segments, North American Furniture Solutions and non-North American Furniture Solutions. Please tell us whether you aggregate multiple operating segments into your North American Furniture Solutions. If so, please revise your disclosures throughout the filing to refer to the North American Furniture Solutions reportable segment rather than operating 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 Solutions reportable segment. Please refer to ASC 280-10-50-1 through 9 and ASC 350-20-35.

Response:

The North American Furniture Solutions reportable segment is the aggregation of two operating segments in accordance with ASC 280-10-50-10 through 11.  In addition, we have determined that both operating segments within the North American Furniture Solutions

Mr. Rufus Decker

January 20, 2012

Page 4

reportable segment each represent reporting units.  We will revise all future filings to clearly identify North American Furniture Solutions as a reportable segment and disclose that it is the aggregation of two operating segments.

During the first quarter of fiscal 2012, we undertook an organizational realignment whereby our consumer retail business, and our Herman Miller Collection and Geiger product lines became the responsibility of one manager reporting to our chief operating decision maker.  The realignment of these operations has resulted in a new Specialty and Consumer operating segment.  The reportable segments for fiscal 2012 now consist of North American Furniture Solutions, Non-North American Furniture Solutions, and Specialty and Consumer.   We have disclosed this change in our segment reporting in our fiscal 2012 interim filings.

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

General

4.

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

Response:

We will include appropriate modification to future interim filings based on the above comments and our related responses.

Acknowledgment

In connection with our response, we acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 SEC staff comments or changes to disclosure in response to Staff comments in the company's filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the company's filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing sufficiently responds to your comment.  If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 20, 2010

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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of your filings related to
legal matters, please direct them to Dorine Miller, Financial Anal yst, at (202) 551-3711
or Dieter King, Staff Attorn ey, at (202) 551-3338.  Please contact Nudrat Salik, Staff
Accountant, at (202) 551-3692 or, in her ab sence, the undersigne d at (202) 551-3769 if
you have questions regarding comments on the fi nancial statements and related matters.
         S i n c e r e l y ,             R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
1
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   hmi-corr_011910.htm - Generated by SEC Publisher for SEC Filing

January 19, 2010

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

Re:      Herman Miller, Inc.

                        Form 10-K for the year ended May 30, 2009

                        Form 10-Q for the period ended August 29, 2009

                        File 1-15141

Dear Mr. Decker:

            This letter is an addendum to the response filed on January 11, 2009.  The comments from your letter are set forth in bold font below and are followed by our response.

3.         We note your response to prior comment 10.  If EBITDA (as defined in the credit agreement) includes adjustments for items other than interest, taxes, depreciation and amortization, please revise your description of the measure to convey this and briefly describe the nature of the additional adjustments.

Response:  Management has revised the example response to indicate that adjusted EBITDA (as defined in the credit agreement) does include items outside the standard EBITDA calculation.  Management has included a description in the disclosure to indicate the types of items that make up adjusted EBITDA for purposes of calculating financial performance ratios for our debt covenants.

Mr. Rufus Decker

January 19, 2010

Page 2

Example Disclosure: Notes Payable

Our senior notes and the unsecured senior revolving credit facility restrict, without prior consent, our borrowings, capital leases, and the sale of certain assets. In addition, we have agreed to maintain certain financial performance ratios, which include a maximum leverage ratio covenant, which is measured by the ratio of debt to trailing four quarter adjusted EBITDA (as defined in the credit agreement) and is required to be less than 3.5:1, and a minimum interest coverage ratio, which is measured by the ratio of trailing four quarter adjusted EBITDA to trailing four quarter interest expense (as defined in the credit agreement) and is required to be greater than 4:1. Adjusted EBITDA is generally defined in the credit agreement to be adjusted by certain items which include non-cash, share-based compensation, non-recurring restructuring costs and extraordinary items. At May 30, 2009 and May 31, 2008, we were in compliance with all applicable restrictions and performance ratios and anticipate remaining so for the foreseeable future.

ACKNOWLEDGMENT

The company is responsible for the adequacy and accuracy of the disclosure in its filings;
SEC Staff comments or changes to disclosure in response to SEC Staff comments in the company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the company's filings; and
The company may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

            We hope that the foregoing sufficiently responds to your comment.  If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

CORRESP
1
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   hmi-corr_011110.htm - Generated by SEC Publisher for SEC Filing

January 11, 2010

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-4631

Re:      Herman Miller, Inc.

                        Form 10-K for the year ended May 30, 2009

                        Form 10-Q for the period ended August 29, 2009

                        File 1-15141

Dear Mr. Decker:

            This letter responds to your comment letter, dated December 15, 2009, regarding the above-referenced filings.  The comments from your letter are set forth in bold font below and are followed by our response.

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.

Response:  We will include the required, additional disclosures in our future filings on Form 10-K, and, if applicable, interim filings.

Financial Statements

Notes to the Financial Statements

Note 1, Significant Accounting and Reporting Policies, page 46

Mr. Rufus Decker

January 11, 2010

Page 2

Notes Receivable, page 49

2.         We note your response to prior comment 9.  Please tell us the amounts of notes receivable recorded as of May 30, 2008, May 30, 2009, and August 29, 2009 which were created by converting accounts receivable or similar items to notes receivable.  Please also tell us the amounts of these notes receivable that were included in the notes receivable repayments and notes receivable issued line items included in your determination of net cash used from investing activities for each of the three years ended May 30, 2009 as well as the three months ended August 29, 2009.  For any amounts included in the notes receivable issued line item, please help us understand how the conversion of accounts receivable or similar items into notes receivable would result in a cash transaction.  Please also tell us for the same periods the corresponding amounts recorded in cash flows from operating activities related to these transactions.  Please confirm, if true, that you recorded cash inflows in operating activities that were offset by corresponding cash outflows in investing activities when you converted these accounts receivable or similar items to notes receivable.  In addition, given that paragraph 22(a) of SFAS 95 states that cash inflows from operating activities include cash receipts from the sales of goods or services, including receipts from the collection of accounts and both short- and long-term notes receivable from customers arising from those sales, please further advise how you determined that the actual cash collections from these notes receivable should be reflected in cash flows from investing activities rather than as cash flows from operating activities.

Response:  Notes receivable which were created by converting accounts receivable or similar items to notes receivable:

                                                              i.      Quarter ended August 29, 2009 - There was a note receivable created by converting AR on June 30, 2009 for approximately $0.1 million that was on the balance sheet as of August 29, 2009.

                                                            ii.      Year ended May 30, 2009 –   There were no notes receivable created by converting AR, or similar items to notes receivable, in this period.

                                                          iii.      Year ended May 31, 2008 -   There was a note receivable created by converting AR on May 5, 2008 for a negligible amount ($39,109) that was on the balance sheet as of May 31, 2008.

Mr. Rufus Decker

January 11, 2010

Page 3

Notes receivable that were included in the notes receivable repayments and notes receivable issued line items:

                                                           iv.      Quarter ended August 29, 2009 – The amount of notes receivable that resulted from conversion of accounts receivable, recognized in either cash used or provided from investing activities, was approximately $0.1 million for this period ended.

                                                             v.      Year ended May 30, 2009 –   The amount of notes receivable that resulted from conversion of accounts receivable, recognized in either cash used or provided from investing activities, was zero ($0) for this period ended.

                                                           vi.      Year ended May 31, 2008 -   The amount of notes receivable that resulted from conversion of accounts receivable, recognized as cash used from investing activities was approximately $1.6 million for this period ended.

                                                         vii.      Year ended June 2, 2007 -   The amount of notes receivable that resulted from conversion of accounts receivable, recognized as cash used from investing activities was approximately $4.4 million for this period ended.

The cash flows provided from operating activities corresponded on a one-to-one basis with the cash flows used from investing activities, as described above.  The company's recorded cash inflows in operating activities were offset by corresponding cash outflows in investing activities when these accounts receivable or similar items were converted to notes receivable.

Treatment of repayment of certain notes receivable as cash flows from investing activities:

We note that for fiscal 2007, as described above, there was a maximum amount of $4.4 million that was classified as cash flows from investing activities, which is 3.2% of the $137.3 million cash flows from operating activities.  In fiscal year 2008 there was a maximum amount of $1.6 million that was classified as cash flows from investing activities, which is less than 1% of the $213.6 million of cash flows from operating activities.  In short, the company believes that the cash flows from investing activities that were attributable to notes that may have been generated, in part, from the conversion of customer accounts receivable, were immaterial.  Prospectively, the company will not include, within cash flows from investing activities, any proceeds from notes that were generated from the conversion of customer accounts receivable.

Mr. Rufus Decker

January 11, 2010

Page 4

 Note 9, Notes Payable and Note 10,  Long-Term Debt, page 57

3.        We note your response to prior comment 10.  If EBITDA (as defined in the credit agreement) includes adjustments for items other than interest, taxes, depreciation and amortization, please revise your description of the measure to convey this and briefly describe the nature of the additional adjustments.

Response:  Management has revised the example response to indicate that EBITDA (as defined in the credit agreement) does include items that adjust EBITDA.  Management has included a description in the disclosure to indicate the types of items that adjust EBITDA for purposes of calculating financial performance ratios for our debt covenants.

Example Disclosure: Notes Payable

Our senior notes and the unsecured senior revolving credit facility restrict, without prior consent, our borrowings, capital leases, and the sale of certain assets. In addition, we have agreed to maintain certain financial performance ratios, which include a maximum leverage ratio covenant, which is measured by the ratio of debt to trailing four quarter EBITDA (as defined in the credit agreement) and is required to be less than 3.5:1, and a minimum interest coverage ratio, which is measured by the ratio of trailing four quarter EBITDA to trailing four quarter interest expense (as defined in the credit agreement) and is required to be greater than 4:1. EBITDA is generally defined in the credit agreement to be adjusted by certain items which include non-cash, share-based compensation, non-recurring restructuring costs and extraordinary items. At May 30, 2009 and May 31, 2008, we were in compliance with all applicable restrictions and performance ratios and anticipate remaining so for the foreseeable future.

Note 14.  Stock-Based Compensation

Deferred Compensation Plan, page 70

4.        We note your response to prior comment 11.  Shares associated with the Non-qualified Deferred Compensation Plan are included in the denominator for purposes of determining diluted earnings per share amounts.  Please also disclose when these shares are included in your determination of basic earnings per share.  Refer to paragraph 10 of SFAS 128.  As previously requested, please also disclose how you account for the deferred compensation obligation, including changes in the obligation, related to the Executive Equalization Retirement Plan.  Please disclose which balance sheet line item includes this obligation.  Refer to EITF 97-14.  Please show us in your supplemental response what the revisions will look like.

Response:  Management has revised the example response to include that shares associated with the non-qualified deferred compensation plan are included in the denominator for both the basic and diluted EPS calculation.  Management has also included expanded disclosure of the accounting treatment for the Executive Equalization Retirement Plan.

Mr. Rufus Decker

January 11, 2010

Page 5

Example Disclosure - Deferred Compensation Plan

In 2008 we discontinued use of the existing Non-qualified Deferred Compensation Plan for new contributions and established the Herman Miller, Inc. Executive Equalization Retirement Plan.

The Non-qualified Deferred Compensation Plan allowed selected employees to defer part or all of their executive incentive cash bonus payment each year. A matching company contribution could be made of 30 percent of the executive’s contribution up to 50 percent of the deferred cash incentive bonus. The company matching contribution vested at the rate of 33 1/3 percent annually. In accordance with the terms of the plan, the executive deferral and company matching contribution were placed in a Rabbi trust, which invested solely in the company’s common stock. Rabbi trust arrangements offer the executive a degree of assurance for ultimate payment of benefits without causing constructive receipt for income tax purposes. Distributions to the executive from the Rabbi trust can only be made in the form of the company’s common stock. The assets in the Rabbi trust remain subject to the claims of creditors of the company and are not the property of the executive and are, therefore, included as a separate component of shareholders’ equity under the caption Key Executive Deferred Compensation. Shares associated with the Non-qualified Deferred Compensation Plan are included in the denominator for both basic and diluted EPS (see footnote __).

The Herman Miller, Inc. Executive Equalization Retirement Plan is a supplemental deferred compensation plan and was made available for salary deferrals and company contributions, which include matching and profit sharing, beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Executive Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50 percent of his or her base salary and 100 percent of his or her incentive cash bonus. Company contributions to the plan “mirror” the amounts we would have contributed to the various qualified retirement plans had the employee’s compensation not been above the IRS statutory ceiling ($xxx,000 in 20xx) and are recognized as compensation expense. Herman Miller does not guarantee a rate of return for these funds. Instead, participants make investment elections for their deferrals and company contributions. Investment options are the same as those available under the Herman Miller Profit Sharing and 401(k) Plan except for the company’s common stock, which is not an investment option under this plan.

In accordance with the terms of the Executive Equalization Retirement Plan, all salary and bonus deferrals and company contributions have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the company and are not the property of the participant and are, therefore, included as an asset on the company’s balance sheet within the other assets line item.  A liability of the same amount is recorded on the consolidated balance sheet within the other liabilities line item.  Investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized within the company’s consolidated statement of operations in the interest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the selling, general and administrative line item within the company’s consolidated statement of operations. The net effect of any change to the asset and corresponding liability in the statement of operations is zero.

Mr. Rufus Decker

January 11, 2010

Page 6

FORM 10-Q FOR THE PERIOD ENDED AUGUST 29, 2009

General

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

Response:  Management agrees to incorporate our responses to the above, and to our interim filings, as applicable and appropriate.

Note 5, Common Stock and Earnings Per Share, page 8

6.         We note your response to prior comment 16.  In a similar manner to your response, please disclose that dividends accumulate and are forfeitable at all times until vested.

Response: Management has revised the example response to indicate that dividends accumulate and are forfeitable at all times until vested.

Example Disclosure: Common Stock and Earnings Per Share

The company grants restricted stock units to certain key employees. This program provided that the actual number of restricted stock units awarded was tied in part to our financial performance for the fiscal year on which the grant was based. The awards generally cliff-vest after a five year service period, with prorated vesting under certain circumstances and continued vesting into retirement. Each restricted stock unit represents one equivalent share of the company’s common stock to be awarded, free of restrictions, after the vesting period.  However, these shares do not entitle participants to the rights of shareholders of common stock, such as voting rights, and they are forfeitable at all times prior to the vesting date. Compensation expense related to these awards is recognized over the requisite service period, which includes any applicable performance period. Dividend-equivalent awards are credited and accumulate quarterly and are forfeitable at all times until vested.

Mr. Rufus Decker

January 11, 2010

Page 7

ACKNOWLEDGMENT

The company is responsible for the adequacy and accuracy of the disclosure in its filings;

SEC Staff comments or changes to disclosure in response to SEC Staff comments in the company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the company's filings; and

The company may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

            We hope that the foregoing sufficiently responds to your comment.  If you have additional questions or comments, please feel free to contact me at 616-654-7578.

Very truly yours,

/s/ Gregory J. Bylsma

Gregory J. Bylsma

Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
December 15, 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 response lett er dated December 4, 2009 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  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
December 15, 2009
Page 2 of 3   Financial Statements

 Notes to the Financial Statements

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

 Notes Receivable, page 49

 2. We note your response to prior comment 9.  Please tell us the amounts of notes receivable recorded as of May 30, 2008, May 30, 2009, and August 29, 2009 which were created by converting accounts receivable or similar items to notes receivable.  Please also tell us the amounts of these notes receivable that were included in the notes receivable repayments and notes receiv able issued line items included in your
determination of net cash used from inves ting activities for each  of the three years
ended May 30, 2009 as well as the three months ended August 29, 2009.  For any
amounts included in the notes receivable issu ed line item, please help us understand
how the conversion of accounts receivable or similar items into notes receivable
would result in a cash transaction.  Please also tell us for the same periods the
corresponding amounts recorded in cash flow s from operating activ ities related to
these transactions.  Please confirm, if true, that y ou recorded cash inflows in
operating activities that were offset by corresponding cash outflows in investing
activities when you converted these accounts receivable or  similar items to notes
receivable.  In addition, given that para graph 22(a) of SFAS 95 states that cash
inflows from operating activit ies include cash receipts from  the sales of goods or
services, including receipts from the colle ction of accounts and both short- and long-
term notes receivable from customers arising from those sales, please further advise how you determined that the actual cash collections from these notes receivable should be reflected in cash flows from inve sting activities rather than as cash flows
from operating activities.
 Note 9. Notes Payable and Note 10, Long-Term Debt, page 57

 3. We note your response to prior comment 10.  If EBITDA (as defined in the credit
agreement) includes adjustments for items ot her than interest, taxes, depreciation and
amortization, please revise your description of the measure to convey this and briefly describe the nature of the additional adjustments.
 Note 14. Stock-Based Compensation

 Deferred Compensation Plan, page 70

 4. We note your response to prior comment 11.  Shares associated with the Non-qualified Deferred Compensation Plan are included in the denominator for purposes of determining diluted earnings per share amounts.  Please also disclose when these

Mr. Gregory J. Bylsma
December 15, 2009 Page 3 of 3
shares are included in your determination of basic earnings per share.  Refer to
paragraph 10 of SFAS 128.  As previously  requested, please also disclose how you
account for the deferred compensation obligati on, including changes in the obligation,
related to the Executive Equalization Retirement Plan.  Please disclose which balance sheet line item includes this ob ligation.  Refer to EITF 97-14.  Please show us in your
supplemental response what the revisions will look like.

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

General

5. Please address the above comments in your interim filings as well.
 Note 5. Common Stock and Earnings Per Share, page 8

 6. We note your response to prior comment 16.  In a similar manner to your response,
please disclose that dividends accumulate and are forfeitable at all times until vested.

*    *    *    *
   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.

You may contact Dorine Mill er, Financial Analyst, at  (202) 551-3711 or Dieter
King, Staff Attorney, at ( 202) 551-3338 if you have any questions regarding legal
matters.  Please contact Nudr at Salik, Staff Accountant, at (202) 551-3692 or, in her
absence, the undersigned at (202) 551-3769 if  you have questions regarding comments on
the financial statements and related matters.
Sincerely,
           R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
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   hmi-corr_120409.htm - Generated by SEC Publisher for SEC Filing

HERMAN MILLER, INC.

December 4, 2009

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC  20549-4631

Re:      Herman Miller, Inc.

            Form 10-K for the year ended May 30, 2009

            Form 10-Q for the period ended August 29, 2009

            File No. 1-15141

Dear Mr. Decker:

            This letter responds to your follow-up letter, dated October 26, 2009, regarding the referenced filing.  The comments from your letter are set forth in bold font below and are followed by our response.

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.

            Response:

We will include the required, additional disclosures in our future filings on form 10-K and, if applicable, interim filings.

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 used to value goodwill, including the basis for that weighting;

How the methodologies used for valuing goodwill in the current year have changed since the prior year; and

To the extent that any of your reporting units 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 total shareholders' equity, please provide the following disclosures for each of these reporting units:

The percentage by which fair value exceeds the carrying value as of the most recent step-one test;

The amount of goodwill;

A description of the assumptions that drive the estimated fair value;

A discussion of the uncertainty associated with the key assumptions.  For example, to the extent that you have included assumptions in your projected cash flow model that materially deviate from your historical results, please include a discussion of these assumptions; and

A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

Mr. Rufus Decker

December 4, 2009

Page 2

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose 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 value 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 Codification for guidance.

            Response:

·         Management will disclose additional information about the reporting unit level that goodwill impairment is tested at and the basis for determining the reporting unit. Future filings will include disclosures substantially in accordance with the Example disclosure set forth at the end of this comment #2.  The example is based upon our results for the period ended May 30, 2009.

·         Management currently uses two methods for valuing goodwill and both have historically passed the step one testing, and as a result, a discussion of weighting has not been relevant.  However, Management will consider disclosing the weighting of methodologies in future periods to the extent that discussion would be relevant.  Please see the Example disclosure below.

·         Management will disclose change in testing methodologies in periods when the methodologies change.  Management does not currently believe that the testing methodologies being utilized will change in the near term.

·         To the extent that a reporting unit has an estimated fair value that is not substantially in excess of the carrying value and to the extent that goodwill impairment could materially impact operating results or total shareholder’s equity, management will disclose:

Mr. Rufus Decker

December 4, 2009

Page 3

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 associated with the key assumptions.

o   A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

·         If Management determines that the estimated fair value of a reporting unit substantially exceeds the carrying value, we will disclose that determination.  Please see the Example disclosure below.

·         Management will extend the above disclosures to any long-lived assets, or asset groups, for which we determine that fair value is not substantially in excess of the carrying value, either in the aggregate or individually, or for which these asset amounts could materially impact operating results or shareholder’s equity.

Example Disclosure: Critical Accounting Policies and Estimates – Goodwill

The carrying value of our recorded goodwill as of May 30, 2009 and May 31, 2008, totaled $69.5 million and $40.2 million, respectively. The increase in goodwill relates primarily to our final payment for the acquisition of Brandrud and the acquisition of certain elements of Ruskin Industries.  We account for our goodwill in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 350 (ASC 350).  Under ASC 350, we are required to perform an annual test on our goodwill, by reporting unit, to determine whether the asset values are impaired.  A reporting unit is defined as an operating segment or one level below an operating segment. Substantially all of our goodwill is within the North American operating segment (see footnote 20), which has been determined to be made up of two reporting units.  Pursuant to ASC 350, the annual goodwill test is comprised of two steps.  The first step compares the fair value of the reporting unit with its carrying amount, including goodwill.  The second step used to measure the amount of impairment loss compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.  If the first step of the test is passed then goodwill is not considered impaired and the second step is unnecessary.  If an impairment results from these tests, we are required to reduce the net carrying value of the assets to their estimated fair market value.

Our impairment-testing model is based partly on an income-based approach that considers the present value of projected cash flows and the resulting residual value and partly on a market-based approach that considers recent market capitalization values.  In completing the test under this approach, we assume that one of the drivers of the value of a business today is the cash flows it will generate in the future. We also assume that such future cash flows can be reasonably estimated. While these projected cash flows reflect our best estimate of future reporting unit performance, actual cash flows could differ significantly.  Historically, both of these approaches have passed the step one testing.

We performed our goodwill tests in the fourth quarter of fiscal 2009.  Both the projected cash flows and the market-based approach tests passed the step-one tests by substantial margins for all reporting units, which indicates that our goodwill is not impaired. We employed a market-based approach in selecting the discount rates used in our analysis. By this, we mean the discount rates selected represent market

Mr. Rufus Decker

December 4, 2009

Page 4

rates of return equal to what we believe a reasonable investor would expect to achieve on investments of similar size to our reporting units. We believe the market participant based discount rates selected in our testing exceed the estimated weighted average cost of capital for our specific business as a whole. The results of the impairment test are sensitive to changes in discount rates, though the testing performed in fiscal 2009 would indicate that even a significant increase in the discount rate would not have changed the result.

Pension and Other Post-Retirement Benefits, page 34

3.         If reasonably likely changes in the significant assumptions you discuss related to pension and other post-retirement benefits could have a material effect on your financial condition, operating performance, or liquidity, please disclose the estimated amount of the impact of these changes based on the range of reasonably likely outcomes.  Refer to Section 501.14 of the Financial Reporting Codification for guidance.

            Response:

Management will disclose the potential effects of changes in the significant assumptions related to pension benefits that reasonably could have a material effect on financial condition, operating performance or liquidity in future filings.  This disclosure would take the form of a sensitivity analysis by significant assumption.

Please see the following example disclosure that Management would use if necessary.

Example Disclosure: Sensitivity Analysis

Changes in the discount rate and return on assets can have a significant effect on the expense  or obligations related to our pension plans.  We cannot predict these changes in discount rates or investment returns and, therefore, cannot reasonably estimate whether adjustments to our expense or obligation in subsequent years will be significant.  Both the May XX, 2010 pension funded status and 2011 expense are affected by year-end 2010 discount rate and expected return on assets assumptions.  Any change to these assumptions will be specific to the time periods noted and may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.  The effect of the indicated increase/(decrease) in discount rates and expected return on assets is shown below:

In Millions

Assumption

1 Percent Change

2011 Expense

May XX, 2010 Obligation

U.S.

International

U.S.

International

  Discount rate

+/- 1.0

$xx / (xx)

$xx / (xx)

$xx / (xx)

$xx / (xx)

  Expected return on assets

 +/- 1.0

$xx / (xx)

$xx / (xx)

$xx / (xx)

$xx / (xx)

Mr. Rufus Decker

December 4, 2009

Page 5

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 corporate 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.

            Response:

Management agrees to separately discuss, with quantification, business reasons for significant changes between periods in the operating earnings for those businesses and corporate expenses included within the “Other” segment category.  Please see example disclosure below.

Net sales within the “Other” segment category were $42 million in fiscal 2009 compared to $52 million in the prior year. The decrease is the result of net sales declining within our North American Home business, primarily due to the challenges associated with the U.S. macroeconomic environment.  This overall decrease was somewhat offset by sales to a new retail customer.  Operating losses within our “Other” segment category totaled $25.3 million for the year or (1.6) percent of net sales.  This compares to income of $3.4 million or 0.2 percent of net sales in the prior year, a decrease of 180 basis points.  Certain costs are not allocated between the three operating segments.  Those costs that are determined to be the result of isolated business decisions are not subject to allocation and are evaluated separately from routine business operations.  Restructuring expense is such a cost that has been allocated solely to the “Other” segment category in both fiscal 2009 and fiscal 2008, with $28.4 million and $5.1 million of restructuring expenses, respectively.  The decline in operating in operating income is primarily attributable to the increase in restructuring expense and secondarily to the decline in net sales.

Financial Statements

Notes to the Financial Statements

Note 1. Significant Accounting and 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

Mr. Rufus Decker

December 4, 2009

Page 6

line item that each type of arrangement is included in.  For each expense line item that 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 than as a reduction of revenues, please tell us how this type of arrangement meets the requirements in EITF 01-9.  Please also discuss in MD&A any significant estimates resulting from these arrangements.

            Response:

The Company does have programs whereby we provide consideration to our customers.  Management agrees to disclose any significant programs and the accounting policy for such programs, including the related amounts for each expense line item.  The Company engages in a cooperative advertising program that is treated as expense in the statement of operations.  We have applied subtopic 605-50-45-2 in making this determination.  As such, Management has determined that our cooperative advertising partners receive a separately identifiable benefit in return for consideration and that the fair value of the benefit received is equal to or exceeds the value of the consideration given.

Management agrees to discuss any significant estimates resulting from these arrangements in the MD&A section.  Future filings will include disclosures substantially in accordance with the example below:

Example Disclosure: Customer Payments and Incentives

We offer various sales incentive programs to our customers, such as rebates, discounts, buy-downs and cooperative advertising programs. The company accounts for these programs in accordance with Accounting Standards Codification (ASC) subtopic 605-50 Customer Payments and Incentives.  Consistent with this guidance, we have determined that programs such as rebates, discounts and buy-downs are adjustments to the selling price and are therefore characterized as a reduction to net sales.  The cooperative advertising program, whereby customers are reimbursed for company approved advertising expenditures, provides us with an identifiable benefit from the advertisement at a verifiable market rate.  Therefore, the cost of the cooperative advertising program is recognized as an operating expense and is included in the selling, general and administrative line in the statement of operations.  As o

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
February 22, 2008

Via U.S. mail and facsimile

Mr. Curtis S. Pullen
Chief Financial Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464

 RE: Form 10-K for the fiscal year ended June 2, 2007
  Form 10-Q for the period  ended December 1, 2007
Form 8-K filed on November 27, 2007
   File No. 1-15141

Dear Mr. Pullen:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

If you have any further questions regard ing our review of your filings, 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 ,

       R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Herman Miller, Inc. Response Letter to SEC dated 2/12/08

February 12, 2008

Mr. Rufus Decker,
Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549-0404

Mail Stop 7010

Re:
Herman
Miller, Inc.
Form 10-K for the fiscal year ended June 2, 2007
Form 10-Q for the period
ended December 1, 2007
Form 8-K filed on November 27, 2007

File Number 1-15141

Dear Mr. Decker:

We are in receipt of your letter
dated January 30, 2008, which includes comments based on your review of the
above-referenced filings. The comments from your letter are set forth in bold font below
and our responses follow.

FORM 10-K FOR THE YEAR
ENDED JUNE 2, 2007

General

1.
Where
a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will
look like. These revisions should be included in your future filings.

1. COMPANY RESPONSE:

We are including in our supplemental
response additional disclosures which will be included as appropriate in future filings.

Management’s
Discussion and Analysis

Discussion of Business
Segments, page 21

2.
Please
expand your discussion about segment results to discuss the business
reasons for changes in your operating earnings between periods. For
example, you state that operating earnings in fiscal 2007 were $161.7
million, or 10.3 percent of net sales for the North American Furniture
Solutions segment. This compares to $139.9 million or 9.7 percent in the
prior year. You should clearly explain the factors that led to the
increase in operating earnings from $139.9 million to $167.7 million as
well as the increase of operating earnings as a percentage of revenue from
9.7 percent to 10.3 percent. In addition, when there is more than one
factor for a change between periods, please quantify the extent to which
each factor contributed to the overall change in net sales and operating earnings. Please
also consider adding a discussion regarding changes in each
segment’s gross margin between periods.

Mr. Rufus Decker

February 12, 2008

Page 2

2. COMPANY RESPONSE:

As to segment operating earnings, we
will expand our future disclosures as requested. With respect to fiscal 2007, we will
modify our disclosure as follows:

“Operating
earnings in fiscal 2007 were $161.7 million, or 10.3 percent of net sales. This compares
to $139.9 million or 9.7 percent in the prior year. The increase in both dollars and
percentage relative to the prior year was driven largely by an 8.0% sales increase and
the resulting improved operating leverage. In addition, the prior year results included approximately
$5.0 million in higher compensation-related expenses associated with the extra week of
operations in that year. Incentive bonus expenses recognized in fiscal 2006 were
approximately $4.0 million higher than those recorded in the current year as determined
under our plan. These factors were partially offset by higher design and research costs in
the current year, which were approximately $5.8 million higher than those recorded in the
North American Furniture Solutions segment during fiscal 2006.”

Your comment relative to changes in
each segment’s gross margin between periods is noted. Our approach has been to
include discussion related to specific items that have a material impact on a reportable
operating segment’s gross margin. An example of this was included in our Form 10-Q
for the period ended December 1, 2007. An excerpt from this filing follows:

“…As previously discussed
in the context of gross margin performance, in the first quarter of this year we
recognized service-related expenses of approximately $5.0 million, without an
associated benefit from service revenue. These expenses reduced the year-to-date operating
income percentage within our North American business segment by approximately 60 basis
points.”

We feel that a more detailed
discussion of operating earnings, such as that shown in the above example, combined with
reference to specifically identified factors within gross margin at the reportable
operating segment level, provides the reader of the financial statements with adequate
information on our segment performance. Further, this approach, which places an emphasis
on analysis at the operating earnings level, is consistent with our footnote presentation
related to reportable operating segments.

Mr. Rufus Decker

February 12, 2008

Page 3

Financial Statements

Notes to the Financial
Statements

Note 1. Significant
Accounting and Reporting Policies

Accounts Receivable Allowances,
page 47

3.
Please
expand your discussion to address which statement of operations line items
are used to record accounts receivable allowances as well as how you
determine which line item to use to record these allowances. Specifically,
please disclose in which circumstances you record accounts receivable
allowances as a reduction to net sales and in which circumstances you
record accounts receivable allowances as an increase to selling, general
and administrative expense or other expense line items. Please also
address the following:

•
Please
help us understand how you determined it was appropriate to record the reduction to your
balance sheet reserves of $13.0 million in the fourth quarter of 2005 related to General
Services Administration contracts as a reduction to selling, general and administrative
expenses instead of as an increase to net sales. Please tell us which statement of
operations line item was used to record the original reserves;

•
For
each of the last three fiscal years as well as the current interim period, please tell us
the amount recorded to each statement of operations line item used to increase accounts
receivable allowances during the period. For example, please tell us the amount recorded
as a reduction to net sales separately from the amount recorded to selling, general and
administrative expenses or other expense line items. Please clarify if any of the
allowances recorded as selling, general and administrative expenses or in any other
expense line item were for reasons other than those associated with creditworthiness. If
so, tell us the corresponding amounts recorded during each period;

•
For
each of the last three fiscal years as well as current interim period, please tell us the
amount recorded to each statement of operations line item used to decrease accounts
receivable allowances during the period. For example, please tell us the amount recorded
as an increase to net sales separately from the amount recorded to selling, general and
administrative expenses or other expense line items. Please clarify if any of the
reductions to the allowance through selling, general and administrative expenses or in
any other expense line item were for reasons other than those associated with
creditworthiness. If so, tell us the corresponding amounts recorded during each period;
and

•
In
Schedule II (Valuation and Qualifying Accounts), please present changes to the allowance
for possible losses on accounts receivable separately for each statement of operations
line item used to record these changes.

Mr. Rufus Decker

February 12, 2008

Page 4

3. COMPANY RESPONSE:

We propose to modify our footnote in future filings as follows:

“Allowances for uncollectible
accounts receivable are based on known customer exposures, historical credit experience,
and the specific identification of other circumstances, including the economic climate.
These reserves are established via increases to selling, general and administrative
expenses. Fully reserved balances are written off against the reserve once the company
determines the probability of collection to be remote. The company generally does not
require collateral or other security on trade accounts receivable.

The company also establishes reserves
to reflect the potential issuance of credit memos, to customers relating to contractual
issues or disputes in subsequent periods for items currently included in gross accounts
receivable. The amount of these reserves is based upon historical credit memo experience
and reduces net sales when established.”

In response to the first bullet point
under question 3:

The company has sold furniture
products to the Federal Government under General Services Administration (GSA) contracts
for more than 25 years. It has been the policy of the company to establish and maintain
reserves related to potential penalties and pricing discrepancies associated with sales
under these contracts. The $13.0 million reduction to operating expenses in the fourth
quarter of 2005 is related to the reduction of reserves that were originally established
as increases to selling, general and administrative expenses for estimated penalties
associated with possible non-compliance under the contract. As previously
communicated to the Staff, it was determined that these reserves were no longer required.
Accordingly, we felt it was appropriate to release the reserves to the same statement of
operations line under which the reserves were initially established. Since 2005, our
policy has been to record these reserves as a reduction to net sales. Subsequent changes
to these reserves, if any, will be recorded as an adjustment to net sales.

Mr. Rufus Decker

February 12, 2008

Page 5

In response to the second and third
bullet points under question 3:

Changes to the company’s
reserves for uncollectible accounts receivable are recorded as adjustments to selling,
general and administrative expenses, whereas changes to the company’s reserves for
credit memos are reflected as adjustments to net sales. The following table sets forth the
amounts recorded in the company’s statements of operations, on a net basis, related
to increases and decreases in allowances for accounts receivable for the periods
indicated:

(Dollars in Millions)

     Period
     Net Amount Recorded as an
Increase (Decrease) to SG&A Expenses
     Net Amount Recorded as an
(Increase) Decrease to Net Sales

     Fiscal 2005
     $  (0.6
        )
     $  (0.3
        )

     Fiscal 2006
     $  0.2

     $   –

     Fiscal 2007
     $  0.7

     $  0.1

     Fiscal 2008 – Q2
     $  (0.2
        )
     $  0.2

We maintain separate balance sheet
and income statement ledger accounts for the purpose of tracking activity in our various
accounts receivable reserves. The use of these separate accounts, combined with our
monthly and quarterly internal control procedures ensure that net changes in the reserves
are consistently reflected on the appropriate line items within the statements of
operations.

In response to the fourth bullet
point under question 3:

We note your comment relative to Schedule
II and will include in future 10-K filings, a presentation within Schedule II that
includes changes to the allowance for possible losses on accounts receivable for each
statement of operations line item used to record the changes. Specifically, the change in
presentation will include rows to separately reflect the impact of the change in reserve
on net sales and selling, general and administrative expenses as follows:

     Column A
     Column B
     Column C
     Column D
     Column E

     Description
     Balance at beginning of period
     Charges to expenses or net sales
     Acquired reserves
     Deductions(3)
     Balance at end of period

     Year ended June 2, 2007:

          Accounts receivable allowances

          – uncollectible accounts(1)
     $    4.5

     $    0.7

     $  –

     $   (0.9
        )
     $    4.3

          Accounts receivable allowances

          – credit memos(2)
     $    0.5

     $    0.1

     $  –

     $  –

     $    0.6

(1)
Activity
under the “Charges to expenses or net sales” column are
                    recorded within selling, general and administrative expenses.

(2)
Activity
under the “Charges to expenses or net sales” column are
                    recorded within net sales.

(3)
Represents
amounts that were charged                     off to the allowance account during the
period.

Mr. Rufus Decker

February 12, 2008

Page 6

FORM 10-Q FOR THE
PERIOD ENDED DECEMBER 1, 2007

General

4.
Please
address the above comments in your interim filings as well.

4. COMPANY RESPONSE:

We will include appropriate modifications to future interim filings based on the above comments and our related
responses.

FORM 8-K FILED ON
NOVEMBER 27, 2007

5.
You
disclosed earnings per share guidance after excluding a one-time charge.
This amount constitutes a non-GAAP financial measure. We remind you that
Item 100(a)(1) of Regulation G requires you to accompany non-GAAP
financial measures with a presentation of the most directly comparable
financial measure calculated and presented in accordance with GAAP. In
future filings please ensure that you comply with the disclosure
requirements of Regulation G when presenting non-GAAP financial measures,
which include presenting the most directly comparable GAAP amount.

5. COMPANY RESPONSE:

We note your comment relative to
non-GAAP financial measures and will include in future filings, a presentation of the most
directly comparable financial measure calculated and presented in accordance with
Generally Accepted Accounting Principles. We will also include in any future filing that
includes reference to a non-GAAP financial measure, an explanatory paragraph describing
why management believes that such a measure is appropriate.

In connection with our
responses set forth in this letter, we hereby acknowledge and are providing confirmation
that:

 •
Herman
Miller, Inc. is responsible for the adequacy and accuracy of the disclosure in its
filings;

•
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

•
Herman
Miller, Inc. may not assert staff comments as a defense in any proceeding initiated by
the          commission or any person under the federal securities laws of the United
States.

Mr. Rufus Decker

February 12, 2008

Page 7

If you would like to discuss our
responses or require further clarification, please do not hesitate to contact me at (616)
654-3754.

Very truly yours,

/s/ Curtis S. Pullen

Curtis S. Pullen
Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

January 30, 2008

Via U.S. mail and facsimile

Ms. Elizabeth A. Nickels
Chief Financial Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464

 RE: Form 10-K for the fiscal year ended June 2, 2007
  Form 10-Q for the period  ended December 1, 2007
Form 8-K filed on November 27, 2007
   File No. 1-15141

Dear Ms. Nickels:

  We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues  we have addressed in our comments.  If
you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please 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 JUNE 2, 2007

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Ms. Elizabeth A. Nickels
January 30, 2008
Page 2 of 4
Management’s Discussion and Analysis

Discussion of Business Segments, page 21

2. Please expand your discussion about segment results to discuss the business reasons
for changes in your operating earnings betw een periods.  For example, you state that
operating earnings in fiscal 2007 were $161.7 million, or 10.3 percent of net sales for the North American Furniture Solutions segment.  This compares to $139.9 million or 9.7 percent in the prior year.  You should clearly explain th e factors that led to the
increase in operating earnings from $139.9 million to $161.7 million as well as the
increase of operating earnings as a percentage of revenue from 9.7 percent to 10.3 percent.  In addition, when there is more  than one factor for a change between
periods, please quantify the extent to whic h each factor contributed to the overall
change in net sales and operating earnings .  Please also consid er adding a discussion
regarding changes in each segment’s gross margin between periods.

Financial Statements

Notes to the Financial Statements

Note 1.  Significant Accounting and Reporting Policies

Accounts Receivable Allowances, page 47

3. Please expand your discussion to address whic h statement of operations line items are
used to record accounts r eceivable allowances as we ll as how you determine which
line item to use to record these allowances .  Specifically, please disclose in which
circumstances you record accounts receivable allowances as a reduction to net sales
and in which circumstances you record accounts  receivable allowances as an increase
to selling, general and administrative expense or other expense line items.  Please also
address the following:
• Please help us understand how you determined it was appropriate to record the reduction to your balance sheet reserves of $13.0 million in the fourth quarter of
2005 related to General Services Admini stration contracts as a reduction to
selling, general and administrative expenses in stead of as an increase to net sales.
Please tell us which statement of operat ions line item was used to record the
original reserves;
• For each of the last three fiscal years as  well as the current interim period, please
tell us the amount recorded to each stat ement of operations line item used to
increase accounts receivable allowances during the period.  For example, please
tell us the amount recorded as a reduction to net sales separately from the amount recorded to selling, general, and admini strative expenses or other expense line
items.  Please clarify if any of the allo wances recorded as selling, general and
administrative expenses or in any other expense line item were for reasons other

Ms. Elizabeth A. Nickels
January 30, 2008
Page 3 of 4
than those associated with  creditworthiness.  If s o, tell us the corresponding
amounts recorded during each period;
• For each of the last three fiscal years as  well as current interim period, please tell
us the amount recorded to each statement of  operations line item used to decrease
accounts receivable allowances during the pe riod.  For example, please tell us the
amount recorded as an increase to net sa les separately from the amount recorded
to selling, general, and administrative e xpenses or other e xpense line items.
Please clarify if any of the reductions to  the allowance thro ugh selling, general
and administrative expenses or in any ot her expense line item were for reasons
other than those associated with creditworthiness.  If so, tell us the corresponding
amounts recorded during each period; and
• In Schedule II (Valuation and Qualifying Accounts), please pres ent changes to the
allowance for possible losses on accounts receivable separately for each statement of operations line item used to record these changes.

FORM 10-Q FOR THE PERI OD ENDED DECEMBER 1, 2007

General

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

FORM 8-K FILED ON NOVEMBER 27, 2007

5. You disclosed earnings per share guidance after excluding a one-t ime charge.  This
amount constitutes a non-GAAP financial measure.  We remind you that Item
100(a)(1) of Regulation G requires you to  accompany non-GAAP financial measures
with a presentation of the most directly co mparable financial measure calculated and
presented in accordance with GAAP.  In future  filings, please ensure that you comply
with the disclosure requirements of  Regulation G when presenting non-GAAP
financial measures, which include presen ting the most directly comparable GAAP
amount.

*    *    *    *

  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.

Ms. Elizabeth A. Nickels
January 30, 2008
Page 4 of 4
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 responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• 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
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, 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 ,

       R u f u s  D e c k e r
       Accounting Branch Chief

March 21, 2006

via U.S. mail and facsimile

Brian C. Walker
Chief Executive Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI  49464-0302

 RE: Herman Miller, Inc.
Form 10-K for the fiscal year ended May 28, 2005
Forms 10-Q for the fiscal quarters ended December 3, 2005 and
September 3, 2005
  File No. 1-15141

Dear Mr. Walker:

 We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

 If you have any further questions regarding our review of
your
filings, please contact Meagan Caldwell at (202) 551-3754 or, in
her
absence, Scott Watkinson at (202) 551-3741.

       Sincerely,

       Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Herman Miller, Inc.

March 8, 2006

Mr. Rufus Decker,
Accounting Branch Chief
United States Securities and Exchange Commission
Division of
Corporate Finance
Washington, DC 20549-0404
Mail
Stop 7010

Re:
Herman Miller, Inc.

         Form 10-K for the fiscal year ended May 28, 2005 and Forms 10-Q for the fiscal
 quarters ended December
         3, 2005 and September 3, 2005

                  File Number 1-15141

Dear Mr. Decker:

This letter responds to your comment
letter dated February 14, 2006, regarding the above-referenced filings. It also takes
into consideration our brief discussion on February 21, 2006, with Scott Watkinson of your
staff as to the clarification of certain questions and the timing of this response.

The comments from your letter are set
forth in bold font below and are followed by our responses, respectively.

Form 10-K for the Fiscal
Year Ended May 28, 2005
Comments applicable to
your overall filing

               1.

               Where a comment below requests additional disclosures or other revisions
               please show us what the  revisions will look like in your response. With
               the exception of comments that specifically request an  amendment, all
               revisions may be included in your future filings.

1. Company Response:
Where applicable, we have included
our proposed disclosures.

Item 1. Business, page 3
Narrative
Description of Business, page 3
Government Contracts, page 5

               2.

               You disclose that you enter into contracts with the Government of the United
               States. Please expand your  disclosure to discuss whether these contracts
               have limitations on the types of cost increases that you  are able to
               pass on. Please disclose the types of costs you are able and unable to pass on
               to your  customers. If the costs you are unable to pass along to your
               customers are significant, please discuss  them in MD&A.

2. Company Response:

The policy of the GSA in negotiating
its contracts is to obtain pricing that is at least as favorable as the pricing we offer
on certain other large commercial projects. Further, as is the case with our commercial
non-governmental customers, sales contracts with the U.S. Government generally do not
define specific costs or cost categories that are allowed to be “passed on”.
 Based on this, we do not believe additional disclosure within MD&A is
necessary with regard to this issue. We will revise our Item 1 disclosure in future
filings as follows:

“Other than standard provisions
contained in contracts with the United States Government, the company does not believe
that any significant portion of its business is subject to material renegotiation of
profits or termination of contracts or subcontracts at the election of various government
entities. The company sells to the U.S. Government both through a GSA Multiple Award
Schedule Contract and through competitive bids. The GSA Multiple Award Schedule Contract
pricing is principally based upon the company’s commercial price list in effect when
the contract is initiated, rather than being determined on a cost-plus-basis. The company
is required to receive GSA approval to increase its list prices during the term of the
Multiple Award Schedule Contract period.”

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 14
Financial Results, page 19

               3.

               You discuss various factors that contributed to changes in income statement
               line items, such as net  sales, gross margin and operating expenses. Some
               of the factors you cited are:
    o   New product sales,

    o   Operating efficiencies
from restructuring plans,

    o   Higher direct material costs,

    o   Direct labor costs, and

    o   Tax true-ups

Your
disclosure should include additional details that explain the business reasons
contributing to changes  between periods. To the extent practicable, you should
also quantify the effect of each of these reasons.  Please show us your revised
MD&A disclosures for fiscal year ended May 28, 2005 compared to fiscal year
ended May 29, 2004 and for the fiscal year [sic quarter] ended December 3, 2005
compared to fiscal quarter  ended November 27, 2004.

3. Company Response:
As discussed with your staff, the
factors referenced in our MD&A disclosures are in fact the primary and material
business reasons that contributed to changes in the various line items of the respective
income statements. It is our normal practice, where material and practicable, to quantify
the effects of these factors on our business operations. For example, you will note that
we explained, under the caption “Gross Margin” on page 21, the unusual and
significant increase in steel prices that adversely impacted our gross margin by roughly
1.3 percentage points. In addition, several other similar quantifications were made to
allow the reader of the financial statements to determine the effect of factors on our
business. In future filings, we will continue to identify and explain the key factors and
business reasons that contribute to the changes in various line items of our income
statement from period to period.

Finally, we note that the comment
referencing the comparative periods of “fiscal quarter ended December 3, 2005"
to “fiscal year ended November 27, 2004” is not applicable to the 10-K Report in
question.

               4.

               Please expand your disclosure to include a more thorough year-to-year
               analysis for the fiscal year ended  May 29, 2004 compared to the fiscal
               year ended May 31, 2003. You should explain and, when practicable,
               attempt to quantify each of the individual business reasons that contributed
               to changes in your income  statement line items. Please refer to the
               instructions to Item 303(a) of Regulation S-X.

4. Company Response:
Our Report on Form 10-K for the year
ended May 29, 2004 identified and explained, and where applicable, quantified, the primary
business reasons that contributed to changes in our income statement line items.
Discussion at this same level of detail was omitted in our fiscal 2005 report on Form
10-K. In future filings, we will provide more detailed explanations for the income
statement line item changes pertaining to comparative results of the second and third most
recent fiscal year periods presented.

Operating Expenses and
Operating Earnings, page 22

               5.

               Your results of operations for the fiscal year ended May 28, 2005 include an
               adjustment for  approximately $13.0 million relating to your GSA
               reserves. You state that this adjustment was the  result of a settlement
               with GSA concerning an audit of the period from 1988 to 1991. Please disclose
                the portion of the reduction related to the period from 1998 [sic 1988]
               to 1991. Please disclose the  facts and circumstances which resulted in
               your change in estimate related to other periods.

5. Company Response:
We have historically maintained
reserves to cover risks associated with contract non-compliance with General Services
Administration (GSA) contract terms. We had recorded GSA reserves totaling $15.4 million
at the end of our fiscal 2005 third quarter to cover estimated exposure based upon
available information at the time, which we felt supported a probable loss under SFAS No.
5. This reserve amount included $7.5 million allocable to the contract years 1988 to 1991,
which were under audit by the GSA. The remaining balance represented the estimated
liability for general pricing claims we expected to arise in open contract periods which
had not yet been subject to audit by the GSA.

During the fourth quarter of fiscal
year 2005, we reached a settlement agreement with the GSA on pricing errors related to the
1988 to 1991 multiple award schedule contract. In light of the settlement, which resulted
in payment of $500,000 to the GSA, we re-evaluated our GSA contract reserve policy. Based
on this evaluation, we reduced our GSA reserves by $13.0 million in the fourth quarter.

In estimating the appropriate
liability to maintain as of the end of fiscal 2005, as well as to develop a revised
methodology for adjusting future reserve levels, we considered the impact of our most
recent settlement on our history of settlements, our current contract compliance
mechanisms, the current GSA contract language, and the estimated probability of future
audits. These probabilities and estimates were derived after evaluating the qualitative
risk factors inherent in doing business with the GSA. These risk factors included the
complex nature of setting commercial project pricing relative to that of the GSA and the
risk of pricing errors on products sold by our alliance partners. After carefully
considering all pertinent risks and factors, including the scope of the most recent
settlement with the GSA, we revised our process to estimate required GSA reserves.

In future filings, we will address
any facts and circumstances that result in a material change to our GSA reserves. In
addition, we will provide the following disclosure in our next report to be filed on Form
10-K:

“On April 6, 2005, we reported
that we had reached a settlement with the General Services Administration (GSA) concerning
a prior audit of the 1988 to 1991 multiple award schedule contract. In light of the
settlement, which required us to pay the GSA $0.5 million, we re-evaluated our balance
sheet reserves related to all GSA contract periods. As a result of this evaluation, we
made the determination that these reserves should be reduced. Accordingly, during the
fourth quarter of fiscal 2005, we recorded an adjustment to the reserves, which reduced
our pre-tax operating expenses by approximately $13.0 million. Approximately $7.0 million
of this adjustment related to the elimination of the remaining reserves, beyond the amount
of the settlement, allocable to the 1988 to 1991 contract period. The remainder of the
adjustment related to our re-evaluation of required reserves for open contract periods
which had not yet been subject to audit.”

Financial Statements
Statements of
Shareholders’ Equity, page 40

               6.

               Please revise your statements of shareholders’ equity to include the
               changes in the number of shares of  equity securities for each period
               presented. Please refer to paragraph 10 of APB 12.

6. Company Response:

We will revise our statements of
shareholders’ equity in future filings to include a column that will reconcile
changes in the number of shares outstanding between periods as follows:

     Shares of
Common Stock

     Balance, May 31, 2003

     72,829,881

     Exercise of stock options
     1,246,009

     Employee stock purchase plan
     130,857

     Repurchase and retirement of common stock
     (2,462,996
        )

     Directors' fees
     4,728

     Stock grants issued
     2,500

     Balance, May 29, 2004
     71,750,979

     Exercise of stock options
     2,478,810

     Employee stock purchase plan
     125,845

     Repurchase and retirement of common stock
     (4,877,832
        )

     Directors' fees
     8,187

     Stock grants issued
     100,000

     Balance, May 28, 2005
     69,585,989

Notes to Financial
Statements
Note 22, Operating Segments,
page 71

               7.

               You disclose on page four that you sell furniture systems, seating, storage,
               casegoods and freestanding  furniture products. Please disclose the net
               sales attributable to each of these groups of products. In  addition,
               please expand your disclosure to include net sales attributable to individual
               foreign  countries, if material. Please refer to paragraphs 37 and 38(a)
               of SFAS 131.

7. Company Response:
We will revise our segment disclosure
footnote in future filings to include a summary of revenue by product category. Given that
formal product line information is not available for the company as a whole, the summary
will represent a reasonable estimate based on the best information available to us. The
following is an example of the product line revenue summary that we will plan to include
in the segment disclosure footnote of our future filings.

     (In Millions)
     2005
     2004

     Net sales:

        Systems
     $       489
        .3
     $       463
        .8

        Freestanding and Storage
     240
        .7
     212
        .5

        Seating
     348
        .7
     305
        .3

        International (1)
     272
        .9
     214
        .5

        Other (2)
     164
        .0
     142
        .2

     Total
     $   1,515
        .6
     $   1,338
        .3

     (1)
          The company has determined that the disclosure of international product line
          information is not practicable.
(2)
          Other primarily consists of miscellaneous or otherwise uncategorized product
          sales and service sales.

In terms of our geographic
disclosure, using the quantitative guidance in paragraphs 18 and 38 of SFAS 131, we have
determined that none of the individual foreign countries in which we operate are
considered material (i.e. greater than the 10% threshold in paragraph 18) for separate
disclosure based on their respective net sales and long-lived assets. In addition, we do
not believe that any further individual country disclosure would be useful to the readers
of the financial statements based on qualitative considerations. We will revise our
segment disclosure footnote in future filings to include the following:

“Individual foreign country
information is not provided as none of the individual foreign countries in which we
operate are considered material for separate disclosure based on quantitative and
qualitative considerations.”

Exhibits

               8.

               Your certifications do not conform to the current certification requirements.
               Please amend your Form  10-K to include certifications in the exact form
               specified by Item 601 of Regulation S-X. Please also  refer SEC Release
               No. 33-8238. Please refile your Form 10-K in its entirety, including updated
                certifications. Please also ensure that the signature page of the Form
               10-K/A has currently dated  signatures.

8. Company Response:
The revised and updated
certifications are presented as Attachments A(1) and A(2) as part of Exhibit 31. Following
your confirmation that the Staff has no further questions concerning our responses, we
will amend our fiscal 2005 Report on Form 10-K/A to include these revised certifications
with currently dated signatures.

Form 10-Q for the Fiscal
Quarter Ended December 3, 2005
Comments applicable to
your overall filing

9.
Please
address the comments above in your interim filings on Form 10-Q as           appropriate.

9. Company Response:
We will modify our future interim
filings appropriately based upon the above comments and our related responses.

Balance Sheets, page 3

               10.

               Please disclose the number of shares outstanding for each period presented.
               Refer to paragraph 10 of  APB 12.

10. Company Response:
The
table below presents the number
of shares outstanding at the end of each balance sheet period presented in our Form 10-Q for the
quarter ended December 3, 2005. We will ensure that this information is provided in future
Form 10-Q filings as a parenthetical disclosure on the face of the balance sheets.

     Balance Sheet Period
     Common Shares
Issued and
Outstanding

     December 3, 2005

     68,561

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

February 14, 2006

Via U.S. mail and facsimile

Brian C. Walker
Chief Executive Officer
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI  49464-0302

	RE:	Herman Miller, Inc.
Form 10-K for the fiscal year ended May 28, 2005
Forms 10-Q for the fiscal quarters ended December 3, 2005 and
September 3, 2005
		File No. 1-15141

Dear Mr. Walker:

		We have reviewed these filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please 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 raise additional comments.

	Please understand that the purpose of our review 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 Fiscal Year Ended May 28, 2005

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions, please show us what the revisions will look like in
your
response.  With the exception of comments that specifically
request
an amendment, all revisions may be included in your future
filings.

Item 1. Business, page 3

Narrative Description of Business, page 3

Government Contracts, page 5
2. You disclose that you enter into contracts with the Government
of
the United States.  Please expand your disclosure to discuss
whether
these contracts have limitations on the types of cost increases
that
you are able to pass on.  Please disclose the types of costs you
are
able and unable to pass on to your customers.  If the costs you
are
unable to pass along to your customers are significant, please
discuss them in MD&A.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Financial Results, page 19
3. You discuss various factors that contributed to changes in
income
statement line items, such as net sales, gross margin and
operating
expenses.  Some of the factors you cited are:
* new product sales,
* operating efficiencies from restructuring plans,
* higher direct material costs,
* direct labor costs, and
* tax true-ups.
Your disclosure should include additional details that explain the
business reasons contributing to changes between periods.  To the
extent practicable, you should also quantify the effect of each of
these reasons.  Please show us your revised MD&A disclosures for
fiscal year ended May 28, 2005 compared to fiscal year ended May
29,
2004 and for the fiscal quarter ended December 3, 2005 compared to
fiscal year ended November 27, 2004.

4. Please expand your disclosure to include a more thorough year-
to-
year analysis for the fiscal year ended May 29, 2004 compared to
the
fiscal year ended May 31, 2003.  You should explain and, when
practicable, attempt to quantify each of the individual business
reasons that contributed to changes in your income statement line
items.  Please refer to the instructions to Item 303(a) of
Regulation
S-X.

Operating Expenses and Operating Earnings, page 22
5. Your results of operations for the fiscal year ended May 28,
2005
include an adjustment for approximately $13.0 million relating to
your GSA reserves.  You state that this adjustment was the result
of
a settlement with GSA concerning an audit of the period from 1988
to
1991.  Please disclose the portion of the reduction related to the
period from 1998 to 1991.  Please disclose the facts and
circumstances which resulted in your change in estimate related to
other periods.

Financial Statements

Statements of Shareholders` Equity, page 40
6. Please revise your statements of shareholders` equity to
include
the changes in the number of shares of equity securities for each
period presented.  Please refer to paragraph 10 of APB 12.

Notes to Financial Statements

Note 22. Operating Segments, page 71
7. You disclose on page four that you sell furniture systems,
seating, storage, casegoods and freestanding furniture products.
Please disclose the net sales attributable to each of these groups
of
products.  In addition, please expand your disclosure to include
net
sales attributable to individual foreign countries, if material.
Please refer to paragraphs 37 and 38(a) of SFAS 131.

Exhibits
8. Your certifications do not conform to the current certification
requirements.  Please amend your Form 10-K to include
certifications
in the exact form specified by Item 601 of Regulation S-K.  Please
also refer SEC Release No. 33-8238.  Please refile your Form 10-K
in
its entirety, including updated certifications.  Please also
ensure
that the signature page of the Form 10-K/A has currently dated
signatures.
Form 10-Q for the Fiscal Quarter Ended December 3, 2005

Comments applicable to your overall filing
9. Please address the comments above in your interim filings on
Form
10-Q as appropriate.

Balance Sheets, page 3
10. Please disclose the number of shares outstanding for each
period
presented.  Refer to paragraph 10 of APB 12.

Statements of Cash Flows, page 5
11. Please present the changes in current assets and liabilities
separately.  Please also present the cash inflows and outflows
associated with the line items titled "Other, net" separately
rather
than on a net basis.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 18
12. Please discuss the results of operations for the six months
ended
December 3, 2005 compared to the six months ended November 27,
2004.
Please refer to Item 303(b)(2) of Regulation S-K.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days, or tell us when you will provide
us
with a response.  Please provide us with a response letter that
keys
your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Scott Watkinson, Staff Accountant, at (202)
551-
3741.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Brian C. Walker
Herman Miller, Inc.
February 14, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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