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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