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MILLERKNOLL, INC. (MLKN)

CIK: 0000066382. SIC: 2520 Office Furniture. Latest 10-K as of: 2026-07-20.

SIC breadcrumb: Manufacturing > SIC Major Group 25 > SIC 2520 Office Furniture

SEC company page: https://www.sec.gov/edgar/browse/?CIK=66382. Latest filing source: 0000066382-26-000092.

Informational only - descriptive public-record data, not investment advice.

Business

Read MLKN's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read MLKN's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue3,841,700,000USD20262026-07-20
Net income91,500,000USD20262026-07-20
Assets4,000,500,000USD20262026-07-20

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000066382.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201520162017201820192020202120222023202420252026
Revenue2,278,200,0002,381,200,0002,567,200,0002,486,600,0002,465,100,0003,946,000,0004,087,100,0003,628,400,0003,669,900,0003,841,700,000
Net income123,900,000128,100,000160,500,000-8,700,000174,600,000-27,100,00042,100,00082,300,000-36,900,00091,500,000
Operating income191,100,000178,900,000203,500,000-37,900,000232,500,00039,800,000122,300,000167,200,00050,500,000198,300,000
Gross profit864,200,000873,000,000929,900,000911,200,000951,100,0001,352,700,0001,430,000,0001,419,500,0001,422,600,0001,488,800,000
Diluted EPS2.052.122.70-0.152.94-0.370.551.11-0.541.32
Operating cash flow202,100,000166,500,000216,400,000221,800,000332,300,000-11,900,000162,900,000352,300,000209,300,000199,900,000
Capital expenditures87,300,00070,600,00085,800,00069,000,00059,800,00094,700,00083,300,00078,400,000107,600,000122,300,000
Dividends paid39,400,00042,400,00045,600,00036,400,00034,500,00054,500,00057,100,00055,600,00051,700,00051,100,000
Share buybacks14,100,00023,700,00046,500,00047,900,00026,600,000900,00016,200,00016,000,000138,200,00084,900,000
Assets1,306,300,0001,479,500,0001,569,300,0002,053,900,0002,076,800,0004,514,000,0004,274,800,0004,043,600,0003,950,200,0004,000,500,000
Liabilities694,000,000784,200,000829,500,0001,360,500,0001,139,300,0002,980,000,0002,734,600,0002,584,600,0002,615,100,0002,594,600,000
Stockholders' equity587,500,000664,600,000719,200,000652,400,000860,500,0001,427,100,0001,432,600,0001,385,100,0001,275,800,0001,342,600,000
Cash and cash equivalents63,700,00084,900,00096,200,000203,900,000159,200,000454,000,000396,400,000230,300,000193,700,000167,700,000
Free cash flow114,800,00095,900,000130,600,000152,800,000272,500,000-106,600,00079,600,000273,900,000101,700,00077,600,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201520162017201820192020202120222023202420252026
Net margin5.44%5.38%6.25%-0.35%7.08%-0.69%1.03%2.27%-1.01%2.38%
Operating margin8.39%7.51%7.93%-1.52%9.43%1.01%2.99%4.61%1.38%5.16%
Return on equity21.09%19.27%22.32%-1.33%20.29%-1.90%2.94%5.94%-2.89%6.82%
Return on assets9.48%8.66%10.23%-0.42%8.41%-0.60%0.98%2.04%-0.93%2.29%
Liabilities / equity1.181.181.152.091.322.091.911.872.051.93
Current ratio1.281.561.481.951.901.501.671.531.581.58

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

MLKN FY2026 income statement bridge from reported figures.MLKN FY2026 income statement bridge from reported figures.MLKN income bridgeFY2026: revenue to net incomeSource: SEC companyfacts FY2026.Income statement bridgeReported amount$0.0B$2.0B$4.0B$3.8BRevenue-$2.4BCost$1.5BGross-$1.3BOpEx$198.3MOperating-$106.8MOther/tax$91.5MNet income

Figure provenance: SEC companyfacts FY 2026. Revenue: accession 0000066382-26-000092; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0000066382-26-000092; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0000066382-26-000092; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0000066382-26-000092; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss

Free cash flow = operating cash flow - capital expenditures

MLKN FY2026 free cash flow bridge from reported figures.MLKN FY2026 free cash flow bridge from reported figures.MLKN free cash flow bridgeFY2026: operating cash flow less capital expendituresSource: SEC companyfacts FY2026.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$199.9MOperating cash flow-$122.3MCapex$77.6MFree cash flow

Figure provenance: SEC companyfacts FY 2026. Operating cash flow: accession 0000066382-26-000092; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000066382-26-000092; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000066382-26-000092; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

MLKN revenue, last 5 periods. Source: SEC companyfacts FY2026.MLKN revenue, last 5 periods. Source: SEC companyfacts FY2026.MLKN RevenueLatest point: FY2026 = $3.8BSource: SEC companyfacts FY2026.Fiscal yearReported revenue$0.0B$3.0B$6.0BFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

MLKN net income, last 5 periods. Source: SEC companyfacts FY2026.MLKN net income, last 5 periods. Source: SEC companyfacts FY2026.MLKN Net incomeLatest point: FY2026 = $91.5MSource: SEC companyfacts FY2026.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MLKN operating income, last 5 periods. Source: SEC companyfacts FY2026.MLKN operating income, last 5 periods. Source: SEC companyfacts FY2026.MLKN Operating incomeLatest point: FY2026 = $198.3MSource: SEC companyfacts FY2026.Fiscal yearOperating income$0.0B$125.0M$250.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

MLKN gross profit, last 5 periods. Source: SEC companyfacts FY2026.MLKN gross profit, last 5 periods. Source: SEC companyfacts FY2026.MLKN Gross profitLatest point: FY2026 = $1.5BSource: SEC companyfacts FY2026.Fiscal yearGross profit$0.0B$1.0B$2.0BFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

MLKN diluted eps, last 5 periods. Source: SEC companyfacts FY2026.MLKN diluted eps, last 5 periods. Source: SEC companyfacts FY2026.MLKN Diluted EPSLatest point: FY2026 = $1.32/shareSource: SEC companyfacts FY2026.Fiscal yearDiluted EPS (USD/share)-$1.00/share$0.00/share$2.00/shareFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

MLKN operating cash flow, last 5 periods. Source: SEC companyfacts FY2026.MLKN operating cash flow, last 5 periods. Source: SEC companyfacts FY2026.MLKN Operating cash flowLatest point: FY2026 = $199.9MSource: SEC companyfacts FY2026.Fiscal yearOperating cash flow-$250.0M$0.0B$500.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

MLKN capital expenditures, last 5 periods. Source: SEC companyfacts FY2026.MLKN capital expenditures, last 5 periods. Source: SEC companyfacts FY2026.MLKN Capital expendituresLatest point: FY2026 = $122.3MSource: SEC companyfacts FY2026.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

MLKN dividends paid, last 5 periods. Source: SEC companyfacts FY2026.MLKN dividends paid, last 5 periods. Source: SEC companyfacts FY2026.MLKN Dividends paidLatest point: FY2026 = $51.1MSource: SEC companyfacts FY2026.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

MLKN share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MLKN share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MLKN Share buybacksLatest point: FY2025 = $84.9MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-05-31; accession 0000066382-25-000069; filed 2025-07-21. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

MLKN assets, last 5 periods. Source: SEC companyfacts FY2026.MLKN assets, last 5 periods. Source: SEC companyfacts FY2026.MLKN AssetsLatest point: FY2026 = $4.0BSource: SEC companyfacts FY2026.Fiscal yearAssets$0.0B$3.0B$6.0BFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: Assets. Source concepts: us-gaap:Assets.

MLKN liabilities, last 5 periods. Source: SEC companyfacts FY2026.MLKN liabilities, last 5 periods. Source: SEC companyfacts FY2026.MLKN LiabilitiesLatest point: FY2026 = $2.6BSource: SEC companyfacts FY2026.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

MLKN stockholders' equity, last 5 periods. Source: SEC companyfacts FY2026.MLKN stockholders' equity, last 5 periods. Source: SEC companyfacts FY2026.MLKN Stockholders' equityLatest point: FY2026 = $1.3BSource: SEC companyfacts FY2026.Fiscal yearStockholders' equity$0.0B$1.0B$2.0BFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

MLKN cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2026.MLKN cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2026.MLKN Cash and cash equivalentsLatest point: FY2026 = $167.7MSource: SEC companyfacts FY2026.Fiscal yearCash and cash equivalents$0.0B$250.0M$500.0MFY2020FY2021FY2022FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

MLKN free cash flow, last 5 periods. Source: SEC companyfacts FY2026.MLKN free cash flow, last 5 periods. Source: SEC companyfacts FY2026.MLKN Free cash flowLatest point: FY2026 = $77.6MSource: SEC companyfacts FY2026.Fiscal yearFree cash flow-$250.0M$0.0B$500.0MFY2022FY2023FY2024FY2025FY2026

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000066382.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-02-260.16reported discrete quarter
2023-Q22022-12-030.21reported discrete quarter
2023-Q32023-03-040.01reported discrete quarter
2024-Q12023-09-02917,700,00016,700,0000.22reported discrete quarter
2024-Q22023-09-0216,700,000reported discrete quarter
2024-Q22023-12-02949,500,0000.45reported discrete quarter
2024-Q32023-12-0233,500,000reported discrete quarter
2024-Q32024-03-02872,300,0000.30reported discrete quarter
2024-Q42024-06-01888,900,0009,900,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-08-31861,500,000-1,200,000-0.02reported discrete quarter
2025-Q22024-08-31-1,200,000reported discrete quarter
2025-Q22024-11-30970,400,0000.49reported discrete quarter
2025-Q32024-11-3034,100,000reported discrete quarter
2025-Q32025-03-01876,200,000-0.19reported discrete quarter
2025-Q42025-05-31961,800,000-57,100,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-08-30955,700,00020,200,0000.29reported discrete quarter
2026-Q22025-08-3020,200,000reported discrete quarter
2026-Q22025-11-29955,200,0000.35reported discrete quarter
2026-Q32025-11-2924,200,000reported discrete quarter
2026-Q32026-02-28926,600,0000.34reported discrete quarter
2026-Q42026-05-301,004,200,00023,600,000derived Q4 = FY annual - nine-month YTD

Quarterly Charts

MLKN quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q4.MLKN quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q4.MLKN Quarterly RevenueLatest point: 2026-Q4 = $1.0BSource: SEC companyfacts 2026-Q4.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q22026-Q32026-Q4

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

MLKN quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q4.MLKN quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q4.MLKN Quarterly Net incomeLatest point: 2026-Q4 = $23.6MSource: SEC companyfacts 2026-Q4.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q22026-Q32026-Q4

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-05-30; accession 0000066382-26-000092; filed 2026-07-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MLKN quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q3.MLKN quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q3.MLKN Quarterly Diluted EPSLatest point: 2026-Q3 = $0.34/shareSource: SEC companyfacts 2026-Q3.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$1.00/share2022-Q32023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q22026-Q3

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-02-28; accession 0000066382-26-000050; filed 2026-03-30. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000066382-26-000050.

Extracted from a substantive MD&A body after the formal Item 2 span was a TOC or reference stub. Confidence: high. Filing date: 2026-03-30. Report date: 2026-02-28.

Liquidity and Capital Resources

The table below summarizes the net change in Cash and cash equivalents for the nine months ended as indicated.

(In millions)February 28, 2026March 1, 2025
Cash provided by (used in):
Operating activities$135.1$138.4
Investing activities(77.8)(60.3)
Financing activities(83.8)(127.6)
Effect of exchange rate changes7.4(11.1)
Net change in Cash and cash equivalents$(19.1)$(60.6)

43

Cash Flows - Operating Activities

Net cash provided by operating activities for the nine months ended February 28, 2026, totaled $135.1 million compared to $138.4 million in the same period of the prior year. The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products and changes in working capital. Working capital remained a use of cash in the current year but decreased compared to the prior year. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•Fluctuations in inventory levels; and

•The timing of collection of our receivables; and

•Changes in accruals related to variable compensation.

Cash Flows - Investing Activities

Cash used in investing activities for the nine months ended February 28, 2026, was $77.8 million, as compared to $60.3 million in the same period of the prior year. The increase was primarily driven by higher capital expenditures in the current year.

At the end of the third quarter of fiscal 2026, there were outstanding commitments for capital purchases of $22.7 million. The Company plans to fund these commitments through a combination of cash on hand and cash flows from operations. The Company expects full-year capital purchases to be between $120 million and $130 million which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals. This compares to full-year capital spending of $107.6 million in fiscal 2025. Capital expenditures for the first nine months of fiscal 2026 were $83.4 million compared to $68.1 million for the nine months ended March 1, 2025.

Cash Flows - Financing Activities

Cash used in financing activities for the nine months ended February 28, 2026, was $83.8 million, compared to $127.6 million in the same period of the prior year. The decrease in cash used in the current year, compared to the prior year, was primarily due to:

•The Company repurchased 705,141 shares, including shares withheld to satisfy tax withholdings, at a cost of $12.3 million in the current period as compared to 3,286,029 share repurchases, including shares withheld to satisfy tax withholding totaling $84.8 million in the same period of the prior year.

•During the current period the Company entered into a three-year accounts receivable securitization facility. Net proceeds from the facility totaled $70.2 million in the current period. This was offset in part by:

•Net payments on the credit agreement of $37.3 million in the current period compared to net borrowings of $24.0 million in the same period of the prior year.

•The refinancing of Term Loan B resulted in a net cash outflow of $65.6 million in the current period. In the prior year, term loan debt was reduced by $29.7 million through scheduled principal payments.

•Deferred financing costs of $2.2 million were incurred in the current period in connection with the refinancing of Term Loan B.

Sources of Liquidity

The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of the third quarter of fiscal 2026, the Company had a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 12 to the Condensed Consolidated Financial Statements.

(In millions)February 28, 2026May 31, 2025
Cash and cash equivalents$174.6$193.7
Availability under syndicated revolving line of credit419.4382.2
Total liquidity$594.0$575.9

44

Of the Cash and cash equivalents noted above at the end of the third quarter of fiscal 2026, the Company had $161.4 million of Cash and cash equivalents held outside the United States.

The Company’s syndicated revolving line of credit, which matures in April 2030, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of February 28, 2026, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $293.5 million with available borrowings on this facility of $419.4 million.

The Company intends to repatriate $137.3 million of undistributed foreign earnings all of which is held in cash in certain foreign jurisdictions with the remainder of undistributed earnings outside the U.S. recorded in working capital. The Company has recorded a $3.5 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $137.3 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $382.9 million on February 28, 2026.

The Company believes cash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to fund near term and foreseeable future business operations, capital needs, upcoming debt maturities, future dividends and share repurchases, subject to financing availability in the marketplace.

Contractual Obligations

Contractual obligations associated with ongoing business and financing activities will require cash payments in future periods. A table summarizing the amounts and estimated timing of these future cash payments as of May 31, 2025, was provided in the Company's Annual Report on Form 10-K for the year ended May 31, 2025. There have been no material changes in such obligations since that date.

Guarantees

See Note 11 to the Condensed Consolidated Financial Statements.

Variable Interest Entities

See Note 16 to the Condensed Consolidated Financial Statements.

Contingencies

See Note 11 to the Condensed Consolidated Financial Statements.

Critical Accounting Policies

The Company strives to report financial results clearly and understandably. The Company follows accounting principles generally accepted in the United States in preparing its consolidated financial statements, which require certain estimates and judgments that affect the financial position and results of operations for the Company. The Company continually reviews the accounting policies and financial information disclosures. A summary of the more significant accounting policies that require the use of estimates and judgments in preparing the financial statements is provided in the Company's Annual Report on Form 10-K for the year ended May 31, 2025.

New Accounting Standards

See Note 2 to the Condensed Consolidated Financial Statements.

45

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include those relating to future events, anticipated results of operations, our expectations regarding future market conditions, our business strategies, our assessment of risks we face, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial condition or the price of our stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:

•The effects of the ongoing conflict and broader geopolitical instability in the Middle East, including with respect to negative impacts on our supply chain, decreased sales within the region or beyond due to supply chain constraints, and broader inflationary and macroeconomic effects;

•Changes to U.S. and international trade policies, including new or increased tariffs and changing import/export regulations, which impact both the cost and availability of materials and components used to manufacture our products as well as demand for our products;

•Challenges in implementing our growth strategy and the possibility that the assumptions on which that strategy was built prove inaccurate;

•Consumer spending levels, which have a significant impact on demand for our products within our Global Retail segment;

•Global and national economic conditions such as heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, the escalating conflict in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events;

•Cybersecurity threats and risks;

•Public health crises, such as pandemics and epidemics, and governmental policies and actions to protect the health and safety of individuals or to maintain the functioning of national or global economies;

•Risks related to the additional debt incurred in connection with our acquisition of Knoll, including increased interest expense, our ability to comply with our debt covenants and obligations, and limitations on certain business activities imposed by our credit agreement;

•Availability and pricing of raw materials;

•Financial strength of our dealers and customers;

•Pace and level of government procurement; and

•Outcome of pending litigation or governmental audits or investigations.

For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in our most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ended May 31, 2025. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-07-20. Report date: 2026-05-30.

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis should be read in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.

Executive Overview

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.

MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll 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. These factors result in a high rate of inventory turns related to our manufactured inventories.

A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based.

A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Herman Miller and Design Within Reach ("DWR") retail channels. DWR provides a channel to bring MillerKnoll's iconic and design-centric products across our brands such as Knoll, Muuto, and HAY, to retail customers, along with other proprietary and third-party products, with a focus on modern design.

The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:

•North America Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck, FilzFelt, Maharam, Edelman, and Knoll Textile brands.

•International Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products, directly or indirectly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific, and Latin America.

•Global Retail — Includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.

The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.

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Core Strengths

The Company relies on the following core strengths in delivering solutions to customers:

•Product Portfolio and Brand Collective - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, Design Within Reach, Edelman, FilzFelt, Geiger, HAY, Holly Hunt, Maharam, Muuto, NaughtOne and Spinneybeck are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

•Design Leadership - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.

•Unique Business Model - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, wholesalers, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies. As it pertains to its operations, the Company was among the first in the industry to embrace the concept of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

•Global Scale and Reach - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.

•Extraordinary People - We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees. Our ability to attract, engage, and retain key employees has been and will remain critical to our success.

Channels of Distribution

The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:

•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a global network of independently owned and operated contract furniture dealerships. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.

•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.

•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, and DWR websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.

•Wholesale - Through the Company's Global Retail segment, certain products are sold on a wholesale basis to independent retailers located in various markets around the world.

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•Retail Locations - As of May 30, 2026, the Company operated 93 retail stores, including 45 DWR stores, 39 Herman Miller stores, 4 Knoll stores, 1 Muuto store, 1 HAY store, and 3 outlet stores.

Areas of Strategic Focus

Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas:

Drive Customer Demand and Order Growth

We are prioritizing programs to deliver world class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showrooms in select markets, including, Atlanta, Chicago, Dallas, London, Los Angeles, New York, Toronto and San Francisco. In addition, we will continue to leverage the wide reach of our dealers’ showrooms around the globe.

In retail, we are working to evolve and enhance the DWR experience. We are expanding the retail footprint of both our DWR and Herman Miller stores into new geographic markets, with a primary focus on growth within the United States. We are testing new store formats, expanding our product assortment and offering design services both in store and online to enhance the customer experience, attract new customers and grow existing customers. In addition, we continue to launch new online tools to support our trade customers, making it easier for them to incorporate our products in their client projects.

Foster a Culture of Highly Engaged Associates

As MillerKnoll, we have created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage by fostering a culture of highly engaged associates and inspiring belief in our shared future. We empower our associates to be agile and hold our teams accountable for living our actions and delivering high performance.

The Company believes that engagement and education are critical to enabling Associates to deliver extraordinary performance. The Company conducts annual engagement surveys across its global associate population to gather feedback on its human capital practices and measure employee engagement. The results help identify areas for improvement and guide action plans that support continued associate engagement and development.

Our priorities include offering a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.

Deliver Value to our Associates and Shareholders

We believe there is opportunity for meaningful long-term growth in each of our business segments. MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities.

Our collective of dynamic brands is united in its commitment to our purpose - design for the good of humankind - and offers a complementary set of design solutions. By leveraging our global operations footprint, we are able to fuel our brands and build solutions in market closer to our customers, and we are creating centers of excellence in our operations facilities to support all brands in each region.

To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation, design excellence, and sustainability; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the North America Contract business to lead; drive outsized growth in International Contract; and continue transforming our Global Retail business.

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Business Overview

The following summary provides an overview of the Company’s operating performance and segment results for the year ended May 30, 2026:

Consolidated Results

•Net sales were $3,841.7 million, representing an increase of 4.7% when compared to the prior year. Growth was primarily driven by increased sales volumes across all segments, along with the positive impact of pricing actions and favorable foreign currency translation. On an organic basis, net sales were $3,800.4 million(*), representing an increase of 3.6% when compared to the prior year.

•Gross margin was 38.8% in both fiscal 2026 and fiscal 2025.

•Operating expenses decreased by $81.6 million or 5.9% as compared to the prior year. The decrease was driven primarily from the impact of non-cash intangible impairment charges in the prior year, partially offset by an increase in fixed and variable compensation costs and incremental costs related to the expanded retail store footprint.

◦Operating earnings were $198.3 million in fiscal 2026 compared to $50.5 million in fiscal 2025.

◦Adjusted operating income was $238.4 million in fiscal 2026 compared to $248.7 million in fiscal 2025.

•The effective tax rate was 25.3% compared to negative 53.1% for the prior year. The fiscal 2025 tax rate was impacted by non-deductible goodwill impairment charges that did not occur in fiscal 2026.

•Diluted earnings per share for the full year totaled $1.32 compared to loss per share of $0.54 in the prior year. Adjusted diluted earnings per share(*) totaled $1.86 in fiscal 2026 compared to $1.95 in fiscal 2025.

•The Company declared cash dividends of $0.75 per share in both fiscal 2026 and fiscal 2025.

Segment Results

•The North America Contract segment reported a net sales increase of 4.9% and an organic sales increase of 4.8%(*) year-over-year. Operating margin increased 280 basis points year-over year and 60 basis points on an adjusted basis(*).

•The International Contract segment reported a net sales increase of 2.1% and an organic sales decrease of 1.2%(*) year-over-year. Operating margin decreased 150 basis points year-over-year and decreased 250 basis points on an adjusted basis(*).

•The Global Retail segment reported a net sales increase of 5.9% and an organic sales increase of 4.3%(*) year-over-year. Operating margin increased 860 basis points year-over year and decreased 200 basis points on an adjusted basis(*). The increase on a reported basis was primarily driven by non-cash intangible asset impairment charges recorded in the prior year.

The remaining sections of Item 7 include additional analysis of the fiscal year ended May 30, 2026, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2025 performance compared to our fiscal 2024 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 31, 2025.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Reconciliation of Non-GAAP Financial Measures

This report contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented. Certain non-GAAP measures, including adjusted operating earnings, are used by the Company in its executive compensation program.

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The non-GAAP financial measures referenced within this report include: Adjusted Earnings per Share - Diluted, Adjusted Operating Earnings (Loss), Adjusted Operating Margin and Organic Growth (Decline).

Adjusted Earnings per Share - Diluted represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, impairment charges, Knoll pension plan termination charges, debt extinguishment charges, CEO transition costs, and the related tax effect of these adjustments.

Adjusted Operating Earnings (Loss) represents reported operating earnings less integration charges, amortization of Knoll purchased intangibles, restructuring expenses, impairment charges, Knoll pension plan termination charges, and CEO transition costs.

Adjusted Operating Margin is calculated as Adjusted Operating Earnings (Loss) divided by Net Sales.

Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects.

•Amortization of Knoll purchased intangibles: Includes expenses associated with the amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of Knoll purchased intangibles as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Knoll Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Knoll Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

•Integration charges: Knoll integration-related costs include severance, asset impairment charges associated with lease and operations facility consolidation activity, and expenses related to synergy realization efforts and reorganization initiatives.

•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions, facility consolidation charges, and accelerated depreciation of fixed assets.

•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan which was completed in the second quarter of fiscal year 2025.

•Debt extinguishment charges: Includes expenses associated with the extinguishment of debt. We excluded these items from our non-GAAP measures because they relate to a specific transaction and are not reflective of our ongoing financial performance.

•Impairment charges: Includes non-cash charges for the impairment of the Knoll and Muuto trade names as well as impairment of goodwill attributed to the Global Retail and Holly Hunt reporting units.

•CEO transition costs: Includes expenses consisting primarily of severance, benefits and advisory fees.

We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.

The following table reconciles Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment and on a consolidated basis for MillerKnoll, Inc. for the periods ended as indicated below (in millions):

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Twelve Months Ended
May 30, 2026May 31, 2025
North America Contract
Net sales$2,061.2100.0%$1,965.2100.0%
Operating earnings$186.49.0%$120.96.2%
Adjustments
Restructuring charges12.10.6%9.80.5%
Integration charges%24.81.3%
Amortization of Knoll purchased intangibles14.60.7%14.60.7%
Impairment charges%19.91.0%
Knoll pension plan termination charges%1.00.1%
Adjusted operating earnings$213.110.3%$191.09.7%
International Contract
Net sales$674.0100.0%$660.0100.0%
Operating earnings$54.98.1%$63.39.6%
Adjustments
Restructuring charges0.40.1%3.30.5%
Integration charges%3.20.5%
Amortization of Knoll purchased intangibles3.00.4%2.50.4%
Impairment charges%1.20.2%
Adjusted operating earnings$58.38.6%$73.511.1%
Global Retail
Net sales$1,106.5100.0%$1,044.7100.0%
Operating earnings (loss)$25.32.3%$(66.0)(6.3)%
Adjustments
Restructuring charges1.00.1%1.70.2%
Integration charges%0.3%
Amortization of Knoll purchased intangibles6.40.6%7.00.7%
Impairment charges%108.910.4%
Adjusted operating earnings$32.73.0%$51.95.0%
Corporate
Operating (loss)$(68.3)%$(67.7)%
Adjustments
CEO transition costs$2.6%$%
Adjusted operating (loss)$(65.7)%$(67.7)%
MillerKnoll, Inc.
Net sales$3,841.7100.0%$3,669.9100.0%
Operating earnings$198.35.2%$50.51.4%
Adjustments
Restructuring charges13.50.4%14.80.4%
Integration charges%28.30.8%
Amortization of Knoll purchased intangibles24.00.6%24.10.7%
Impairment charges%130.03.5%
Knoll pension plan termination charges%1.0%
CEO transition costs2.60.1%%
Adjusted operating earnings$238.46.2%$248.76.8%

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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):

Twelve Months Ended
May 30, 2026
North America ContractInternational ContractGlobal RetailTotal
Net sales, as reported$2,061.2$674.0$1,106.5$3,841.7
% change from PY4.9%2.1%5.9%4.7%
Adjustments
Currency translation effects (1)(2.3)(22.2)(16.8)(41.3)
Net sales, organic$2,058.9$651.8$1,089.7$3,800.4
Organic Growth (Decline)4.8%(1.2)%4.3%3.6%
Twelve Months Ended
May 31, 2025
North America ContractInternational ContractGlobal RetailTotal
Net sales, as reported$1,965.2$660.0$1,044.7$3,669.9
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):

Twelve Months Ended
May 30, 2026
North America ContractInternational ContractGlobal RetailTotal
Orders, as reported$2,000.8$649.8$1,110.4$3,761.0
% change from PY(1.0)%(2.4)%4.7%0.4%
Adjustments
Currency translation effects (1)(2.3)(21.0)(17.0)(40.3)
Orders, organic$1,998.5$628.8$1,093.4$3,720.7
Organic (Decline) Growth(1.1)%(5.6)%3.1%(0.7)%
Twelve Months Ended
May 31, 2025
North America ContractInternational ContractGlobal RetailTotal
Orders, as reported$2,021.0$665.9$1,060.8$3,747.7
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:

Twelve Months Ended
May 30, 2026May 31, 2025
Earnings (loss) per share - diluted$1.32$(0.54)
Add: Amortization of Knoll purchased intangibles0.340.35
Add: Integration charges0.41
Add: Restructuring charges0.200.22
Add: Impairment charges1.88
Add: Debt extinguishment charges0.11
Add: Knoll pension plan termination charges0.01
Add: CEO transition costs0.04
Tax impact on adjustments(0.15)(0.38)
Adjusted earnings per share - diluted$1.86$1.95
Weighted average shares outstanding (used for calculating adjusted earnings per share) – diluted69,321,66168,977,267

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Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:

(Dollars in millions)Fiscal 2026Fiscal 2025% Change
Net sales$3,841.7$3,669.94.7%
Cost of sales2,352.92,247.34.7%
Gross margin1,488.81,422.64.7%
Operating expenses1,290.51,372.1(5.9)%
Operating earnings198.350.5292.7%
Other expenses, net70.172.4(3.2)%
Earnings (loss) before income taxes and equity income128.2(21.9)685.4%
Income tax expense32.411.6179.3%
Equity (loss) income from nonconsolidated affiliates, net of tax(0.1)0.3(133.3)%
Net earnings (loss)95.7(33.2)388.3%
Net earnings attributable to redeemable noncontrolling interests4.23.713.5%
Net earnings (loss) attributable to MillerKnoll, Inc.$91.5$(36.9)348.0%
Earnings (loss) per share - diluted1.32(0.54)344.4%
Orders$3,761.0$3,747.70.4%
Backlog$678.8$761.3(10.8)%

The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:

Fiscal 2026Fiscal 2025
Net sales100.0%100.0%
Cost of sales61.2%61.2%
Gross margin38.8%38.8%
Operating expenses33.6%37.4%
Operating earnings5.2%1.4%
Other expenses, net1.8%2.0%
Earnings (loss) before income taxes and equity income3.3%(0.6)%
Income tax expense0.8%0.3%
Equity (loss) income from nonconsolidated affiliates, net of tax%%
Net earnings (loss)2.5%(0.9)%
Net earnings attributable to redeemable noncontrolling interests0.1%0.1%
Net earnings (loss) attributable to MillerKnoll, Inc.2.4%(1.0)%

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Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.

Net sales for fiscal 2026 increased $172 million, or 4.7% compared to the prior year. This increase was primarily driven by the following factors:

•Price increases, net of discounting, which positively impacted Net sales by approximately $74 million.

•Favorable foreign currency translation, which increased Net sales by approximately $41 million.

•Increased sales volume in the North America Contract, Global Retail, and International Contract segments contributed approximately $25 million, $24 million and $8 million respectively.

Gross Margin

Gross margin for fiscal 2026 and fiscal 2025 was 38.8%. Gross margin was stable year over year, reflecting offsetting favorable and unfavorable impacts as described below.

•Favorable channel and product mix and the impact of incremental list price increases, partially offset by contract price discounting, which positively impacted margin.

•Favorable leverage on fixed costs due to higher sales volumes which positively impacted margin.

•These increases were offset by tariff-related costs, partially offset by pricing actions, incurred in the first half of the year which adversely impacted gross margin.

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Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.

Operating expenses decreased by $82 million or 5.9% compared to the prior year fiscal period. The following factors contributed to the change:

•Impairment charges of $130 million related to goodwill attributed to the Global Retail and Holly Hunt reporting units, as well as related to the Knoll and Muuto indefinite-lived trade name intangible assets, that occurred in the prior year period.

•Acquisition-related integration charges which totaled approximately $28 million, that occurred in the prior year. These decreases were offset in part by:

•Increased fixed and variable compensation costs of approximately $33 million.

•Incremental costs of $15 million associated with the impact from opening new stores.

•Variable selling costs, including sales-based commissions and royalty expenses, which rose by approximately $14 million.

•Foreign currency translation also contributed an increase in operating expenses of approximately $10 million.

•Increase of approximately $5 million in other expenses driven in part by program spend.

Other Income/Expense

Net other expenses for fiscal 2026 totaled $70 million, compared to $72 million in fiscal 2025. The year-over-year decrease of $2 million was primarily driven by lower interest expense due to reduced debt levels and a reduction in foreign currency losses, partially offset by a loss on extinguishment of debt of approximately $8 million incurred in connection with the refinancing of term loan debt during the current year.

Income Taxes

See Note 10 of the Consolidated Financial Statements for additional information.

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Operating Segments Results

The business is composed of various operating segments as defined by generally accepted accounting principles in the United States. These operating segments are determined on the basis of how the Company internally reports and how the chief operating decision maker ("CODM") evaluates financial information used to make operating decisions.

Below is a description of each reportable segment.

The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck, FilzFelt, Maharam, Edelman, and Knoll Textile brands.

The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.

The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.

The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. For descriptions of each segment, refer to Note 13 of the Consolidated Financial Statements.

The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.

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North America Contract

(Dollars in millions)Fiscal 2026Fiscal 2025Change
Net sales$2,061.2$1,965.2$96.0
Gross margin753.3702.351.0
Gross margin %36.5%35.7%0.8%
Operating earnings186.4120.965.5
Operating earnings %9.0%6.2%2.8%

Net sales increased 4.9%, or 4.8%(*) on an organic basis, from the prior year due to:

•Price increases, net of discounting positively impacted net sales by approximately $69 million.

•Increased sales volume within the segment of approximately $25 million.

•Favorable foreign currency translation increased net sales by approximately $2 million.

Operating earnings increased $66 million, or 54.2% compared to the same period of the prior year due to:

•Increased Gross margin of $51 million, driven by the higher sales volumes discussed above and an increase in gross margin percentage of 80 basis points. The increase in gross margin percentage was due primarily to:

◦Price increases, net of discounting resulted in a positive impact to margin.

◦Favorable product mix and operational efficiency which increased margin.

◦These increases were partially offset by tariff-related costs, net of pricing actions, incurred in the first half of the year that adversely impacted gross margin.

•Decreased operating expenses of $15 million. The following factors contributed to the change:

◦A reduction in acquisition-related integration charges, which totaled approximately $25 million.

◦Decreased non-cash intangible impairment charges of approximately $20 million. These decreases were partially offset by:

◦Increased variable selling costs, including sales-based commissions and royalty expenses of approximately $16 million.

◦Increased compensation and benefits of approximately $13 million.

◦Increase of approximately $1 million driven primarily by restructuring charges associated with facility consolidation initiatives.

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(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

International Contract

(Dollars in millions)Fiscal 2026Fiscal 2025Change
Net sales$674.0$660.0$14.0
Gross margin242.8240.82.0
Gross margin %36.0%36.5%(0.5)%
Operating earnings54.963.3(8.4)
Operating earnings %8.1%9.6%(1.5)%

Net sales increased 2.1%, and decreased 1.2%(*) on an organic basis, from the prior year due to:

•Favorable foreign currency translation, which increased net sales by approximately $22 million.

•Higher sales volume within the segment, contributing approximately $8 million to the increase.

•These increases were partially offset by incremental discounting attributable to regional and product sales mix, partially offset by price increases, which adversely impacted net sales by approximately $16 million.

Operating earnings decreased $8 million, or 13.3%, compared to the prior year due to:

•Increased Operating expenses of $10 million driven primarily by:

◦Increased fixed and variable compensation costs of approximately $6 million.

◦Foreign currency translation which contributed an unfavorable impact of approximately $4 million compared to the prior year.

◦Incremental charges driven by the timing of program spend, partially offset by decreased acquisition-related integration charges and impairment charges during the prior year period.

•Increased gross margin of $2 million driven by the higher sales volumes explained above, partially offset by a decline in gross margin percentage of 50 basis points. The decrease in gross margin percentage was due primarily to:

◦Unfavorable foreign currency translation which negatively impacted gross margin.

◦Regional sales mix which had an unfavorable impact to gross margin.

◦These pressures were partially offset by favorable operating leverage on fixed costs resulting from increased sales volumes and favorable material performance.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Global Retail

(Dollars in millions)Fiscal 2026Fiscal 2025Change
Net sales$1,106.5$1,044.7$61.8
Gross margin492.7479.513.2
Gross margin %44.5%45.9%(1.4)%
Operating earnings (loss)25.3(66.0)91.3
Operating earnings (loss) %2.3%(6.3)%8.6%

Net sales increased 5.9% as reported and 4.3%(*) on an organic basis, from the prior year due to:

•Higher sales volumes within the segment, contributing approximately $24 million to the increase.

•Price increases, net of discounting positively impacted net sales by approximately $21 million.

•Favorable foreign currency translation, which increased net sales by approximately $17 million.

Operating earnings increased $91 million, or 138.3% over the prior year due to:

•Increased gross margin of $13 million driven by the higher sales volumes explained above, partially offset by a decline in gross margin percentage of 140 basis points. The decrease in gross margin percentage was due primarily to:

◦Tariff-related costs, net of pricing actions, that adversely impacted gross margin.

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◦Unfavorable foreign currency translation negatively impacted gross margin.

◦These pressures were partially offset by favorable operating leverage on fixed costs resulting from increased sales volumes.

•Decreased Operating expenses of $78 million driven primarily by decreased non-cash intangible impairment charges of $109 million compared to the prior year. This decrease was offset in part by:

◦Incremental costs of $15 million associated with the impact from opening new stores.

◦Increased fixed and variable compensation costs of approximately $14 million.

◦Foreign currency translation which contributed an unfavorable impact of approximately $2 million compared to the prior year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Corporate

Corporate unallocated expenses totaled $68 million for fiscal 2026, an increase of $1 million from fiscal 2025. The increase primarily related to higher stock-based compensation expense.

Liquidity and Capital Resources

The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.

Fiscal Year Ended
(In millions)20262025
Cash provided by (used in):
Operating activities$199.9$209.3
Investing activities(115.6)(100.9)
Financing activities(117.0)(150.3)
Effect of exchange rate changes6.75.2
Net change in cash and cash equivalents$(26.0)$(36.7)

Cash Flow — Operating Activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended May 30, 2026, totaled $199.9 million compared to $209.3 million in the twelve months ended May 31, 2025. Working capital remained a use of cash in the current year and increased compared to the prior year. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•Fluctuations in inventory levels;

•The timing of collection of our receivables;

•Fluctuations in customer deposits; and

•Changes in accruals related to variable compensation.

Cash Flow — Investing Activities

Cash used in investing activities for the twelve months ended May 30, 2026, was $115.6 million, as compared to $100.9 million in the twelve months ended May 31, 2025, primarily reflecting increased capital expenditures in the current year. Cash used in the prior year included $6.0 million of offsetting proceeds from the sale of a manufacturing facility located in Wisconsin.

Capital expenditures for the current year were $122.3 million as compared to $107.6 million in the prior year. At the end of fiscal 2026, there were outstanding commitments for capital purchases of $82.1 million. The Company plans to fund these commitments through a combination of cash on hand and cash generated from operations. The Company expects capital spending in fiscal 2027 to be between $125.0 million and $135.0 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment.

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Cash Flow — Financing Activities

Cash used in financing activities for the twelve months ended May 30, 2026 was $117.0 million, compared to $150.3 million in the twelve months ended May 31, 2025. The decrease in cash used in the current year, compared to the prior year, was primarily due to:

•The Company repurchased 965,907 shares at a cost of $16.3 million in the current year as compared to 3,291,176 share repurchases totaling $84.9 million in the prior year.

•Net payments on the credit facility of $21.6 million in the current period compared to $61.7 million in the same period of the prior year.

•During the current period the Company entered into a three-year accounts receivable securitization facility. Net proceeds from the facility totaled $42.9 million in the current period. This was offset in part by:

•Scheduled principal payments on term loan debt as well as the refinancing of Term Loan B resulted in a net cash outflow of $69.5 million in the current period. In the prior year, term loan debt was increased by $47.4 million due to the refinancing of Term Loan A, net of scheduled principal payments.

Sources of Liquidity

The Company is closely managing spending levels, capital investments, and working capital. The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of fiscal 2026, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 5 to the Consolidated Financial Statements.

(In millions)May 30, 2026May 31, 2025
Cash and cash equivalents$167.7$193.7
Availability under revolving lines of credit(1)404.0382.2
Total liquidity$571.7$575.9

(1) Available access to our revolving line of credit is subject to covenant restrictions outlined in our credit agreement.

Of the cash and cash equivalents noted above at the end of fiscal 2026, the Company had $161.7 million of cash and cash equivalents held outside the United States.

The Company’s syndicated revolving line of credit, which matures in April 2030, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of May 30, 2026, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $309.2 million with available borrowings against this facility of $404.0 million.

The Company intends to repatriate $119.9 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $1.4 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $119.9 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $377.8 million on May 30, 2026.

Material Cash Requirements

As of May 30, 2026, the Company's primary material cash requirements consisted of debt obligations, operating lease commitments, purchase obligations, pension and other post-employment benefit plan funding requirements, and dividend commitments.

Debt obligations, including associated interest payments, represented the Company's most significant contractual cash requirement, totaling approximately $1.6 billion. Scheduled principal and interest payments are expected to be funded through a

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combination of cash generated from operations, existing cash balances, and available borrowing capacity under the Company's credit arrangements.

The Company also had operating lease commitments of approximately $621.6 million, primarily related to manufacturing facilities, distribution centers, showrooms, offices, and retail locations. Lease payments are expected to be made throughout the remaining lease terms, with approximately $111.8 million due in fiscal 2027 and the remainder payable over future periods.

Purchase obligations totaled approximately $61.4 million and primarily relate to commitments with suppliers for inventory, raw materials, and other goods and services used in the normal course of business. The majority of these commitments are expected to be settled within the next fiscal year.

In addition, the Company expects to make future contributions related to pension and other post-employment benefit plans totaling approximately $58.3 million based on current funding estimates. The timing and amount of future contributions may vary depending on changes in plan asset values, interest rates, regulatory requirements, and other actuarial assumptions.

The Company also had cash requirements related to declared stockholder dividends and other contractual commitments totaling approximately $17.0 million as of May 30, 2026.

Management expects these cash requirements to be funded through a combination of cash flows generated from operating activities, cash and cash equivalents on hand, and available borrowing capacity. Based on current operating plans and liquidity levels, the Company believes it has sufficient resources to meet both its short-term and long-term cash requirements as they become due.

Contingencies

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 12 of the Consolidated Financial Statements for more information relating to contingencies.

Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended May 30, 2026, the fiscal year ended May 31, 2025, and the fiscal year ended June 1, 2024, all contained 52 weeks.

Critical Accounting Policies and Estimates

Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations.

We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.

We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Goodwill, Indefinite-lived Intangibles and Long-lived Assets

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income approach and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.

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The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.

Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At May 30, 2026, and May 31, 2025, we had goodwill recorded within the Consolidated Balance Sheets of $1,161.3 million and $1,152.4 million, respectively.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.

During the fourth quarter of the current year, the Company performed its annual impairment assessment. For the current year, the Company elected to take a quantitative valuation approach for all four reporting units.

The Company used a weighting of the income and market approaches to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

•actual and forecasted revenue growth rates and operating margins,

•discount rates based on the reporting unit's weighted average cost of capital, and

•revenue and EBITDA of comparable companies.

The Company selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies.

The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples.

The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a market participant would expect to achieve on investments of similar size to each reporting unit.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 13.5% to 16.5% and a long-term growth rate of 2.5%. The increase in the discount rates, from a range of 12.0% to 15.0% in the prior year, was primarily attributable to higher company-specific risk premiums reflecting current market conditions. The current year quantitative assessment resulted in the fair values of the North America Contract, International Contract, Global Retail and Coverings reporting units exceeding their respective carrying values by 45.5%, 3.1%, 1.1% and 8.5%, respectively. While no impairment was recognized in the current year, the International Contract, Global Retail and Coverings reporting units remain sensitive to changes in key assumptions, including projected revenue growth, operating margins, and discount rates. Management will continue to monitor these reporting units, as adverse changes in market conditions or operating performance could result in future impairment charges.

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The Company evaluated the sensitivity of changes in projected revenue growth rates, operating margin rates and discount rates for the reporting units as of March 31, 2026. For any reporting unit not specifically identified below, the simulated sensitivity changes would not have resulted in an impairment charge.

•A decrease in the forecasted sales by 500 basis points in all years, leaving all other assumptions static, would result in impairment for the International Contract, Global Retail and Coverings reporting units of $99.4 million, $177.3 million and $18.9 million, respectively.

•A decrease in the operating margin of 100 basis points in all years, leaving all other assumptions static, would result in impairment for the International Contract and Global Retail reporting units of $46.6 million and $70.9 million, respectively.

•An increase in the discount rate of 100 basis points, leaving all other assumptions static, would result in impairment for the International Contract and Global Retail reporting units of $29.2 million and $36.6 million, respectively.

The sensitivities above are calculated assuming all other variables remain constant. However, changes in these assumptions may not occur in isolation. A change in multiple assumptions could compound the calculated impairment impact on our reporting units.

During the third quarter of fiscal 2025, management identified impairment triggering events resulting from lower-than-expected operating performance and, accordingly, performed a quantitative goodwill impairment assessment for each reporting unit. As a result, the Company recognized non-cash goodwill impairment charges of $30.1 million and $62.2 million related to the Global Retail and Holly Hunt reporting units, respectively. This impairment was driven primarily by reduced sales and profitability projections, as well as higher discount rates. Additionally, in connection with a third-quarter organizational realignment that modified the Company's reportable segments and reporting units, goodwill was reassigned using a relative fair value approach. This resulted in the transfer of $26.1 million from the Americas Contract reporting unit to International Contract and the reassignment of the remaining $33.0 million of Holly Hunt goodwill to the Global Retail reporting unit. Following this reorganization, the Company's reporting units consisted of North America Contract, International Contract, Global Retail, and Coverings.

We performed our annual quantitative impairment test as of March 31, 2026. Subsequently, we performed a qualitative assessment from April 1, 2026 to May 30, 2026 to determine if any triggering events occurred. No such events were identified.

Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At May 30, 2026, and May 31, 2025, the Company held trade name assets with a carrying value of $435.3 million and $432.5 million, respectively.

The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

During the fourth quarter of fiscal year 2026 the Company performed its annual test of the indefinite-lived intangible assets. The Company performed qualitative tests over all of the indefinite-lived intangible assets, with the exception of the Knoll, Muuto, and Holly Hunt trade name assets. The Company elected to perform quantitative tests over these assets due to the history of recent impairments and corresponding expectation that there was little cushion between the fair values and carrying values of these assets. As a result of the qualitative and quantitative test over indefinite-lived intangible assets, we concluded there were no impairments in the current year.

In performing quantitative assessments, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:

•actual and forecasted revenue growth rates,

•assumed royalty rates that could be payable if we did not own the trademark, and

•a market participant discount rate based on a weighted-average cost of capital.

In the current year assessment, the Knoll and Muuto trade name asset fair values exceeded their carrying values by 6.8% and 2.1%, respectively. These fair values were estimated using discount rates ranging from 12.7% to 13.0%, royalty rates ranging

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from 2.0% to 4.5% and long-term growth rates ranging from 2.5% to 3.0%. The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record impairment charges.

For the Knoll trade name, keeping all other assumptions constant, a 500 basis point decrease in forecasted sales would have resulted in a $15.0 million pre-tax impairment charge; a decrease in the royalty rate of 25 basis points would have resulted in an $8.0 million of impairment charge; and a 100 basis point increase in the discount rate would have resulted in a $4.0 million impairment charge.

For the Muuto trade name, keeping all other assumptions constant, a 500 basis point decrease in forecasted sales would have resulted in $12.0 million pre-tax impairment charge; a decrease in the royalty rate of 25 basis points would have resulted in an $3.0 million of impairment charge; and a 100 basis point increase in the discount rate would have resulted in a $5.0 million impairment charge.

The sensitivities above are calculated assuming all other variables remain constant. However, changes in these assumptions may not occur in isolation. A change in multiple assumptions could compound the calculated impairment impact on our indefinite-lived intangible assets.

In fiscal 2025, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $37.7 million, resulting in impairment charges.

In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $16.8 million, resulting in impairment charges.

If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

We performed our annual quantitative impairment test as of March 31, 2026. Subsequently, we performed a qualitative assessment from April 1, 2026 to May 30, 2026 to determine if any triggering events occurred. No such events were identified.

Long-lived Assets

The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value. As of and for the year ended May 30, 2026 we have not identified any asset groups where the estimated undiscounted future cash flows are not in excess of their carrying values.

In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $17.4 million related to the right of use assets associated with these locations.

In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million related to the right of use assets associated with these locations.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

New Accounting Standards

Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

Forward Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include those relating to future events, anticipated results of operations, our expectations regarding future market conditions, our business strategies, our assessment of risks we

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face, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial condition or the price of our stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:

•The effects of the ongoing conflict and broader geopolitical instability in the Middle East, including with respect to negative impacts on our supply chain, decreased sales within the region or beyond due to supply chain constraints, and broader inflationary and macroeconomic effects;

•Changes to U.S. and international trade policies, including new or increased tariffs and changing import/export regulations, which impact both the cost and availability of materials and components used to manufacture our products as well as demand for our products;

•Challenges in implementing our growth strategy and the possibility that the assumptions on which that strategy was built prove inaccurate;

•Consumer spending levels, which have a significant impact on demand for our products within our Global Retail segment;

•Global and national economic conditions such as heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, the escalating conflict in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events;

•Cybersecurity threats and risks;

•Public health crises, such as pandemics and epidemics, and governmental policies and actions to protect the health and safety of individuals or to maintain the functioning of national or global economies;

•Risks related to the additional debt incurred in connection with our acquisition of Knoll, including increased interest expense, our ability to comply with our debt covenants and obligations, and limitations on certain business activities imposed by our credit agreement;

•Availability and pricing of raw materials;

•Financial strength of our dealers and customers;

•Pace and level of government procurement; and

•Outcome of pending litigation or governmental audits or investigations.

For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date of this report, and we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2025 10-K MD&A

SEC filing source: 0000066382-25-000069.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-07-21. Report date: 2025-05-31.

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the issues discussed in Management's Discussion and Analysis in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.

Executive Overview

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.

MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll 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. These factors result in a high rate of inventory turns related to our manufactured inventories.

A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based.

A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Herman Miller and Design Within Reach ("DWR") retail channels. DWR provides a channel to bring MillerKnoll's iconic and design-centric products across our brands such as Knoll, Muuto, and HAY, to retail customers, along with other proprietary and third-party products, with a focus on modern design.

The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:

•North America Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.

•International Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products, directly or indirectly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific, and Latin America.

•Global Retail — Includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.

The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.

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Core Strengths

The Company relies on the following core strengths in delivering solutions to customers:

•Product Portfolio and Brand Collective - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach, Edelman, Geiger, HAY, Holly Hunt, Maharam, Muuto, NaughtOne, and Spinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

•Design Leadership - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.

•Unique Business Model - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, wholesalers, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies. As it pertains to its operations, the Company was among the first in the industry to embrace the concepts of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

•Global Scale and Reach - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.

•Extraordinary People - We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees. Our ability to attract, engage, and retain key employees has been and will remain critical to our success.

Channels of Distribution

The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:

•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a global network of independently owned and operated contract furniture dealerships. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.

•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.

•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, and DWR websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.

•Wholesale - Through the Company's Global Retail segment, certain products are sold on a wholesale basis to independent retailers located in various markets around the world.

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•Retail Locations - As of May 31, 2025, the Company operated 75 retail studios (including 38 operating under the DWR brand, 1 under the HAY brand, 30 Herman Miller stores, 3 Muuto stores, 2 Knoll stores and a multi-brand Chicago store). The business also operated 3 outlet studios.

Challenges Ahead

Like all businesses, the Company is faced with a host of challenges and risks. The Company believes its core strengths and values, which provide the foundation for its strategic direction, have prepared the Company to respond to the inevitable challenges it will face in the future. While the Company is confident in its direction, it acknowledges the risks specific to our business and industry. Refer to Item 1A for discussion of certain of these risk factors and Item 7A for disclosures of market risk.

Areas of Strategic Focus

Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas:

Drive Customer Demand and Order Growth

We are prioritizing programs to deliver world class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showrooms in select markets including, Atlanta, Chicago, Dallas, London, Los Angeles, New York, Toronto and San Francisco. In addition we will continue to leverage the wide reach of our dealers’ showrooms around the globe.

In retail, we are working to evolve and enhance the Design Within Reach experience. We are expanding the retail footprint of both our DWR studios and Herman Miller stores into new geographic markets, with a primary focus on growth within the United States. We are testing new store formats, expanding our product assortment and offering design services both in store and online to enhance the customer experience, attract new customers and grow existing customers. In addition, we continue to launch new online tools to support our trade customers making it easier for them to incorporate our products in their client projects.

Foster a Culture of Highly Engaged Associates

As MillerKnoll, we have created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage by fostering a culture of highly engaged associates and inspiring belief in our shared future. We empower our associates to be agile and hold our teams accountable for living our actions and delivering high performance.

Our priorities include offering a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.

Deliver Value to our Associates and Shareholders

We believe there is opportunity for meaningful long-term growth in each of our business segments. MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities.

Our collective of dynamic brands are united in their commitment to our purpose, design for the good of humankind, and they offer a complementary set of design solutions. By leveraging our global operations footprint, we are able to fuel our brands and build solutions in market closer to our customers, and we are creating centers of excellence in our operations facilities to support all brands in each region.

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To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation, design excellence, and sustainability; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the North America Contract business to lead; drive outsized growth in International Contract; and continue transforming our Global Retail business.

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Business Overview

The following is a summary of the significant events and items impacting the Company's operations for the year ended May 31, 2025:

•Net sales were $3,669.9 million, representing an increase of 1.1% when compared to the prior year. Growth was primarily driven by increased sales volumes in the North America Contract and International Contract segments, along with the positive impact of pricing actions. These drivers more than offset sales declines due to unfavorable foreign currency translation, the strategic closure of the HAY eCommerce channel in North America and sales volume declines in the Global Retail segment. On an organic basis, net sales were $3,676.1 million(*), representing an increase of 1.6% when compared to the prior year.

•Gross margin was 38.8% as compared to 39.1% in the prior year. The decline in gross margin was driven by increases in material costs, some of which are related to increases in tariffs during the year, as well as from unfavorable channel and product mix. These pressures were offset in part by gross margin benefit from favorable net pricing.

•Operating expenses increased by $119.8 million or 9.6% as compared to the prior year. The increase was primarily related to an increase in non-cash intangible impairment charges of $113.2 million.

•The effective tax rate was negative 53.1% for fiscal 2025 compared to 14.8% for the prior year.

•Diluted loss per share for the full year totaled $0.54 compared to earnings per share of $1.11 in the prior year. On an adjusted basis(*), diluted earnings per share totaled $1.95 in fiscal 2025 compared to $2.08 in fiscal 2024.

•The Company declared cash dividends of $0.75 per share in both fiscal 2025 and fiscal 2024.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

The following summary includes the Company's view on the economic environment in which it operates:

•The current global macroeconomic environment — which reflects higher interest rates, tepid housing-related demand trends, relatively low CEO and consumer confidence levels, as well as geopolitical and global trade uncertainty — continues to pose challenges for the industry. While these factors are expected to continue in the near term, we are focused on prudent cost management and investment in targeted growth opportunities. These opportunities include growth within the Global Retail segment through expansion of our North American store footprint and product assortment. Within our North America Contract and International Contract segments, our strategy is focused on targeting economically resilient customer sectors, continued investment in product design and innovation leadership and expansion into geographies with opportunity to grow our market share.

•The Company's financial performance is sensitive to changes in material costs including changes related to tariffs or commodity cost changes. During fiscal year 2025 there were changes in trade policies that have resulted and are expected to continue to result in added cost pressures. The Company has implemented pricing actions together with other mitigation strategies that, over time, are expected to offset the net impact of tariff costs on the financial results.

•The North America Contract segment reported a net sales increase of 2.2% and an organic sales increase of 2.4%(*) year-over-year. Operating margin increased 60 basis points year-over year and 50 basis points on an adjusted basis(*). The increase was primarily driven by a reduction in restructuring charges as compared to the prior period

•The International Contract segment reported a net sales increase of 2.2% and an organic sales increase of 2.7%(*) year-over-year. Operating margin increased 10 basis points year-over-year and decreased 10 basis points on an adjusted basis(*).

•The Global Retail segment reported a net sales decrease of 1.5% and an organic sales decrease of 0.3%(*) year-over-year. Operating margin decreased 1,110 basis points year-over year and 110 basis points on an adjusted basis(*). The decrease on a reported basis was primarily driven by non-cash intangible asset impairment charges recorded in the current year.

The remaining sections of Item 7 include additional analysis of the fiscal year ended May 31, 2025, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2024 performance compared to our fiscal 2023 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended June 1, 2024.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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Reconciliation of Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented. Certain non-GAAP measures, including adjusted operating earnings, are used by the Company in its executive compensation program.

The non-GAAP financial measures referenced within this presentation include: Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), Adjusted Operating Margin and Organic Growth (Decline).

Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, impairment charges, Knoll pension plan termination charges and the related tax effect of these adjustments. These adjustments are described further below.

Adjusted Operating Earnings (Loss) represents reported operating earnings plus integration charges, amortization of Knoll purchased intangibles, restructuring expenses, impairment charges and Knoll pension plan termination charges. These adjustments are described further below.

Adjusted Operating Margin is calculated as Adjusted Operating Earnings (Loss) divided by Net Sales.

Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects and the impact of the closure of the North America HAY eCommerce channel in the Global Retail segment.

•Amortization of Knoll purchased intangibles: Includes expenses associated with the amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of Knoll purchased intangibles as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Knoll Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Knoll Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

•Integration charges: Knoll integration-related costs include severance, asset impairment charges associated with lease and operations facility consolidation activity, and expenses related to synergy realization efforts and reorganization initiatives.

•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions.

•Impairment charges: Includes non-cash, pre-tax charges for the impairment of the Knoll and Muuto trade names as well as impairment of goodwill attributed to the Global Retail and Holly Hunt reporting units.

•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan which was completed in the second quarter of fiscal year 2025

•Tax related items: We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.

The following table reconciles Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment for the years ended as indicated below (in millions):

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Three Months EndedTwelve Months Ended
May 31, 2025June 1, 2024May 31, 2025June 1, 2024
North America Contract
Net sales$496.1100.0%$441.1100.0%$1,965.2100.0%$1,922.3100.0%
Gross margin179.736.2%158.235.9%702.335.7%697.836.3%
Total operating expenses141.428.5%158.035.8%581.429.6%591.130.7%
Operating earnings$38.37.7%$0.2%$120.96.2%$106.75.6%
Adjustments
Restructuring charges7.41.5%19.24.4%9.80.5%25.31.3%
Integration charges%4.51.0%24.81.3%22.61.2%
Amortization of Knoll purchased intangibles4.00.8%3.60.8%14.60.7%14.50.8%
Impairment charges%8.11.8%19.91.0%8.10.4%
Knoll pension plan termination charges%%1.00.1%%
Adjusted operating earnings$49.710.0%$35.68.1%$191.09.7%$177.29.2%
International Contract
Net sales$185.7100.0%$173.7100.0%$660.0100.0%$645.6100.0%
Gross margin68.236.7%65.437.7%240.836.5%233.136.1%
Total operating expenses46.525.0%46.526.8%177.526.9%171.526.6%
Operating earnings$21.711.7%$18.910.9%$63.39.6%$61.69.5%
Adjustments
Restructuring charges1.60.9%2.11.2%3.30.5%3.40.5%
Integration charges%0.10.1%3.20.5%0.3%
Amortization of Knoll purchased intangibles0.60.3%0.60.3%2.50.4%2.40.4%
Impairment charges%4.72.7%1.20.2%4.70.7%
Adjusted operating earnings$23.912.9%$26.415.2%$73.511.1%$72.411.2%
Global Retail
Net sales$280.0100.0%$274.1100.0%$1,044.7100.0%$1,060.5100.0%
Gross margin129.046.1%128.847.0%479.545.9%488.646.1%
Total operating expenses114.240.8%112.341.0%545.552.2%437.641.3%
Operating earnings (loss)$14.85.3%$16.56.0%$(66.0)(6.3)%$51.04.8%
Adjustments
Restructuring charges1.60.6%0.80.3%1.70.2%2.10.2%
Integration charges%0.50.2%0.3%0.5%
Amortization of Knoll purchased intangibles1.70.6%1.70.6%7.00.7%7.00.7%
Impairment charges%4.01.5%108.910.4%4.00.4%
Adjusted operating earnings$18.16.5%$23.58.6%$51.95.0%$64.66.1%
Corporate
Operating expenses$19.8%$11.9%$67.7%$52.1%
Operating (loss)$(19.8)%$(11.9)%$(67.7)%$(52.1)%
Adjustments
Integration charges%%%0.1%
Adjusted operating (loss)$(19.8)%$(11.9)%$(67.7)%$(52.0)%
MillerKnoll, Inc.
Net sales$961.8100.0%$888.9100.0%$3,669.9100.0%$3,628.4100.0%
Gross margin376.939.2%352.439.6%1,422.638.8%1,419.539.1%
Total operating expenses321.933.5%328.737.0%1,372.137.4%1,252.334.5%
Operating earnings$55.05.7%$23.72.7%$50.51.4%$167.24.6%
Adjustments
Restructuring charges10.61.1%22.12.5%14.80.4%30.80.8%
Integration charges%5.10.6%28.30.8%23.50.6%
Amortization of Knoll purchased intangibles6.30.7%5.90.7%24.10.7%23.90.7%
Impairment charges%16.81.9%130.03.5%16.80.5%
Knoll pension plan termination charges%%1.0%%
Adjusted operating earnings$71.97.5%$73.68.3%$248.76.8%$262.27.2%

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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):

Twelve Months Ended
May 31, 2025
North America ContractInternational ContractGlobal RetailTotal
Net sales, as reported$1,965.2$660.0$1,044.7$3,669.9
% change from PY2.2%2.2%(1.5)%1.1%
Adjustments
Currency translation effects (1)2.43.10.76.2
Net sales, organic$1,967.6$663.1$1,045.4$3,676.1
% change from PY2.4%2.7%(0.3)%1.6%
Twelve Months Ended
June 1, 2024
North America ContractInternational ContractGlobal RetailTotal
Net sales, as reported$1,922.3$645.6$1,060.5$3,628.4
Adjustments
HAY eCommerce(11.8)(11.8)
Net sales, organic$1,922.3$645.6$1,048.7$3,616.6
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):

Twelve Months Ended
May 31, 2025
North America ContractInternational ContractGlobal RetailTotal
Orders, as reported$2,021.0$665.9$1,060.8$3,747.7
% change from PY6.2%(0.3)%1.0%3.5%
Adjustments
Currency translation effects (1)2.35.51.18.9
Orders, organic$2,023.3$671.4$1,061.9$3,756.6
% change from PY6.3%0.6%2.2%4.1%
Twelve Months Ended
June 1, 2024
North America ContractInternational ContractGlobal RetailTotal
Orders, as reported$1,903.3$667.6$1,050.1$3,621.0
Adjustments
HAY eCommerce(11.4)(11.4)
Orders, organic$1,903.3$667.6$1,038.7$3,609.6
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:

Twelve Months Ended
May 31, 2025June 1, 2024
(Loss) Earnings per Share - Diluted$(0.54)$1.11
Add: Amortization of Knoll purchased intangibles0.350.32
Add: Integration charges0.410.31
Add: Restructuring charges0.220.42
Add: Impairment charges1.880.24
Add: Knoll pension plan termination charges0.01
Tax impact on adjustments(0.38)(0.32)
Adjusted earnings per share - diluted$1.95$2.08
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted68,977,26773,954,756

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Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:

(Dollars in millions)Fiscal 2025Fiscal 2024% Change
Net sales$3,669.9$3,628.41.1%
Cost of sales2,247.32,208.91.7%
Gross margin1,422.61,419.50.2%
Operating expenses1,372.11,252.39.6%
Operating earnings50.5167.2(69.8)%
Other expenses, net72.467.57.3%
Earnings before income taxes and equity income(21.9)99.7(122.0)%
Income tax expense11.614.7(21.1)%
Equity income (loss) from nonconsolidated affiliates, net of tax0.3(0.4)(175.0)%
Net earnings(33.2)84.6(139.2)%
Net earnings attributable to redeemable noncontrolling interests3.72.360.9%
Net earnings attributable to MillerKnoll, Inc.$(36.9)$82.3(144.8)%

The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:

Fiscal 2025Fiscal 2024
Net sales100.0%100.0%
Cost of sales61.2%60.9%
Gross margin38.8%39.1%
Operating expenses37.4%34.5%
Operating earnings1.4%4.6%
Other expenses, net2.0%1.9%
Earnings before income taxes and equity income(0.6)%2.7%
Income tax expense0.3%0.4%
Equity income (loss) from nonconsolidated affiliates, net of tax%%
Net earnings(0.9)%2.3%
Net earnings attributable to redeemable noncontrolling interests0.1%0.1%
Net earnings attributable to MillerKnoll, Inc.(1.0)%2.3%

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Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.

Net sales for fiscal 2025 increased $42 million, or 1.1% compared to the prior year. This increase was primarily driven by the following factors:

•Increased sales volume within the International Contract and North America Contract segments of approximately $28 million and $25 million, respectively.

•Net price increases, which contributed approximately $14 million to Net sales, reflecting our ability to maintain pricing discipline in a competitive environment. Offset in part by:

•A $12 million reduction due to the strategic closure of the HAY eCommerce channel in North America that occurred in the prior year.

•Decreased sales volume within the Global Retail segment of approximately $7 million.

•Unfavorable foreign currency impact of approximately $6 million.

Gross Margin

Gross margin for fiscal 2025 was 38.8%, compared to 39.1% in fiscal 2024. The 30 basis point decline was primarily driven by the following factors:

•Tariff-related costs negatively impacted gross margin by 30 basis points in the year.

•Unfavorable channel and product mix negatively impacted gross margin by approximately 30 basis points. These factors were offset in part by:

•Effective pricing strategies, net of incremental discounting, which contributed approximately 30 basis points of margin improvement.

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Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.

Operating expenses increased by $120 million or 9.6% compared to the prior year fiscal period. The current period reflects the following key changes compared to the prior year:

•An increase of $113 million in non-cash intangible impairment charges;

•Selling and marketing expenses increased by $10 million, primarily due to higher selling and marketing costs within the Global Retail segment;

•Variable selling costs, which include sales-based commission and royalty expense, increased approximately $7 million;

•Increased acquisition-related integration costs as compared to the prior year, totaling approximately $4 million. These increases were partially offset by:

•A $16 million reduction in restructuring charges as compared to the prior year.

Other Income/Expense

Net other expenses for fiscal 2025 totaled $72.4 million, compared to $67.5 million in fiscal 2024. The year-over-year increase of $4.9 million was primarily attributable to the following factors:

•A $2.3 million reduction in net periodic benefit income, resulting from the termination of the Knoll pension plan during the current fiscal year.

•A $3.1 million increase in foreign currency losses compared to the prior year, reflecting greater volatility in exchange rates.

Income Taxes

See Note 10 of the Consolidated Financial Statements for additional information.

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Operating Segments Results

The business is comprised of various operating segments as defined by U.S. GAAP. These operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions.

Effective as of March 1, 2025, the last day of the third quarter of fiscal 2025, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has recast historical results to reflect this change.

Below is a description of each reportable segment.

The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.

The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.

The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.

The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. For descriptions of each segment, refer to Note 13 of the Consolidated Financial Statements.

The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.

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North America Contract

(Dollars in millions)Fiscal 2025Fiscal 2024Change
Net sales$1,965.2$1,922.3$42.9
Gross margin702.3697.84.5
Gross margin %35.7%36.3%(0.6)%
Operating earnings120.9106.714.2
Operating earnings %6.2%5.6%0.6%

Net sales increased 2.2%, or 2.4%(*) on an organic basis, from the prior year due to:

•Increased sales volume within the segment of approximately $25 million; and

•Price increases, net of incremental discounting, of approximately $20 million. These increases were offset in part by:

•Unfavorable foreign currency translation of approximately $2 million.

Operating earnings increased $14.2 million, or 13.3% compared to the same period of the prior year due to:

•Decreased operating expenses of $9.7 million. The following factors contributed to the change:

◦A decrease of approximately $16 million in restructuring charges related to reductions in the Company's workforce; and

◦A decrease of approximately $8 million in annual incentive compensation. These decreases were offset in part by:

◦An increase of $12 million in non-cash intangible impairment charges as compared to the prior year; and

◦Increased acquisition related integration costs of approximately $2 million.

•Gross margin increased by $4.5 million, primarily driven by the higher sales volume discussed above. This increase was offset by a 60 basis point decline in gross margin percentage, which was mainly attributable to the following factors:

◦Unfavorable product mix reduced margin by approximately 40 basis points; and

◦Higher tariff-related costs led to a 30 basis point decline in gross margin; and

◦Increased commodity and product distribution costs further reduced margin by 30 basis points; and

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◦Higher labor costs and loss of fixed cost leverage due to reduced production volumes in the first part of the year contributed an additional 30 basis point decrease in gross margin. These negative impacts were partially offset by:

◦Incremental list price increases, net of contract price discounting, which improved gross margin by approximately 70 basis points.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

International Contract

(Dollars in millions)Fiscal 2025Fiscal 2024Change
Net sales$660.0$645.6$14.4
Gross margin240.8233.17.7
Gross margin %36.5%36.1%0.4%
Operating earnings63.361.61.7
Operating earnings %9.6%9.5%0.1%

Net sales increased 2.2%, or 2.7%(*) on an organic basis, from the prior year due to:

•Increased sales volume within the segment of approximately $28 million; offset in part by

•Incremental discounting, net of price increases, which negatively impacted sales by approximately $11 million; and

•Unfavorable foreign currency translation of approximately $3 million.

Operating earnings increased $1.7 million, or 2.8%, compared to the prior year due to:

•Increased gross margin of $7.7 million due to the increase in sales explained above and an increase in gross margin percentage of 40 basis points. The increase in gross margin percentage was due primarily to:

◦Leverage on fixed costs on higher sales volumes which had a favorable impact on margin of approximately 70 basis points; and

◦Favorable product and business mix which increased margin by 60 basis points. Offset in part by:

◦Incremental discounting, net of price increases which had a negative impact on margin of 90 basis points.

•The increase in gross margin was partially offset by increased Operating expenses of $6 million which was largely due to increased variable selling costs in the current year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Global Retail

(Dollars in millions)Fiscal 2025Fiscal 2024Change
Net sales$1,044.7$1,060.5$(15.8)
Gross margin479.5488.6(9.1)
Gross margin %45.9%46.1%(0.2)%
Operating (loss) earnings(66.0)51.0(117.0)
Operating (loss) earnings %(6.3)%4.8%(11.1)%

Net sales decreased 1.5% as reported and 0.3%(*) on an organic basis, from the prior year due to:

•Decrease of approximately $12 million related to the closure of the HAY eCommerce channel in North America that occurred in the prior year; and

•A decrease in sales volumes of approximately $7 million; and

•Unfavorable foreign currency translation of approximately $1 million. These decreases were offset in part by:

•Price increases, net of incremental discounting, of approximately $4 million.

Operating earnings decreased $117.0 million, or 229.4% over the prior year due to:

•Decreased gross margin of $9.1 million due to the decrease in sales explained above and a decrease in gross margin percentage of 20 basis points. The decrease in gross margin percentage was due primarily to:

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◦The impact of increased inventory costs as compared to the prior year which negatively impacted margin by approximately 110 basis points.

◦Loss of leverage on fixed costs attributable to lower sales volumes as compared to the prior year which had an unfavorable impact on gross margin percentage of approximately 30 basis points. These decreases were offset in part by:

◦Reduced freight and product distribution costs, net of freight revenue, as compared to the same period of the prior year and favorable product mix which had a favorable impact on gross margin percentage of approximately 100 basis points; and

◦The impact of incremental price increases, net of promotional discounting, that increased gross margin percentage by approximately 20 basis points. These increases were offset in part by:

•Increased Operating expenses of $108 million primarily driven by an increase of $105 million in non-cash intangible impairment charges as compared to the prior year as well as increased selling and marketing costs in the current year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Corporate

Corporate unallocated expenses totaled $67.7 million for fiscal 2025, an increase of $15.6 million from fiscal 2024. The increase primarily related to higher stock based compensation expense.

Liquidity and Capital Resources

The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.

Fiscal Year Ended
(In millions)20252024
Cash provided by (used in):
Operating activities$209.3$352.3
Investing activities(100.9)(86.3)
Financing activities(150.3)(258.8)
Effect of exchange rate changes5.2(0.3)
Net change in cash and cash equivalents$(36.7)$6.9

Cash Flow — Operating Activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended May 31, 2025, totaled $209.3 million compared to $352.3 million in the twelve months ended June 1, 2024. The decrease in cash inflow is due primarily to a net increase in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•The timing of collection of our receivables;

•Fluctuations in inventory levels; and

•Changes in accruals related to variable compensation.

Cash Flow — Investing Activities

Cash used in investing activities for the twelve months ended May 31, 2025, was $100.9 million, as compared to $86.3 million in the twelve months ended June 1, 2024. The increase in cash outflow in the current year was primarily due to:

•Increased capital expenditures in the current year; Offset in part by:

•Cash proceeds of $6.0 million in the current period related to the sale of a manufacturing facility located in Wisconsin; and

•A decrease in the total volume of notes receivable entered into with certain independently owned dealers in the current period as compared to the same period of the prior year.

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Capital expenditures for the current year were $107.6 million as compared to $78.4 million in the prior year. At the end of the fiscal 2025, there were outstanding commitments for capital purchases of $69.2 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2026 to be between $120 million and $130 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals.

Cash Flow — Financing Activities

Cash used in financing activities for the twelve months ended May 31, 2025 was $150.3 million, compared to $258.8 million in the twelve months ended June 1, 2024. The decrease in cash used in the current year, compared to the prior year, was primarily due to:

•The Company repurchased 3,291,176 shares at a cost of $84.9 million in the current year as compared to 6,022,646 share repurchases totaling $138.2 million in the prior year; and

•The refinancing of Term Loan A which resulted in proceeds of $90.0 million in the current year. Offset in part by:

•Net payments on the credit agreement of $61.7 million in the current year compared to net payments of $36.7 million in the prior year.

Sources of Liquidity

The Company has taken actions to safeguard its capital position in the current environment. The Company is closely managing spending levels, capital investments, and working capital.

The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of fiscal 2025, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 5 to the Consolidated Financial Statements.

(In millions)May 31, 2025June 1, 2024
Cash and cash equivalents$193.7$230.4
Availability under revolving lines of credit(1)382.2322.3
Total liquidity$575.9$552.7

(1) Available access to our revolving line of credit is subject to covenant restrictions outlined in our credit agreement.

Of the cash and cash equivalents noted above at the end of fiscal 2025, the Company had $182.7 million of cash and cash equivalents held outside the United States.

The Company’s syndicated revolving line of credit, which matures in April 2030, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of May 31, 2025, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $330.8 million with available borrowings against this facility of $382.2 million.

The Company intends to repatriate $137.3 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $3.5 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $137.3 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $382.9 million on May 31, 2025.

The Company believes cash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to fund near term and foreseeable future business operations, capital needs, upcoming debt maturities, future dividends and share repurchases, subject to financing availability in the marketplace.

Contingencies

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The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 12 of the Consolidated Financial Statements for more information relating to contingencies.

Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended May 31, 2025, and the fiscal year ended June 1, 2024, both contained 52 weeks, and the fiscal year ended June 3, 2023, contained 53 weeks.

Contractual Obligations

Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 5 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 6 of the Consolidated Financial Statements.

Payments due by fiscal year
(In millions)Total20262027-20282029-2030Thereafter
Short-term borrowings and long-term debt (1)$1,337.0$16.0$50.7$1,270.3$
Estimated interest on debt obligations (1)242.359.7125.357.3
Operating leases597.588.0183.4146.4179.7
Purchase obligations52.852.8
Pension and other post employment benefit plans funding (2)5.81.81.11.01.9
Stockholder dividends (3)12.712.7
Other (4)4.60.50.90.82.4
Total$2,252.7$231.5$361.4$1,475.8$184.0

(1) Includes the current portion of long-term debt. Contractual cash payments on long-term debt obligations are disclosed herein based on the amounts borrowed as of May 31, 2025, and the maturity date of the underlying debt. Estimated future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as of May 31, 2025. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.

(2) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of May 31, 2025, the total projected benefit obligation for our domestic and international employee pension benefit plans was $77.9 million.

(3) Represents the dividend payable as of May 31, 2025. Future dividend payments are not considered contractual obligations until declared.

(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Critical Accounting Policies and Estimates

Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.

We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Business Combinations

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair values to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant

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estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to:

•future expected cash flows from acquired customer relationships and trade names,

•assumed royalty rates that could be payable if we did not own the trademarks, and

•discount rates.

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the values of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. There were no material acquisitions during fiscal 2025, fiscal 2024 or fiscal 2023.

Goodwill and Indefinite-lived Intangibles

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income approach and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.

Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At May 31, 2025, and June 1, 2024, we had goodwill recorded within the Consolidated Balance Sheets of $1,152.4 million and $1,226.3 million, respectively.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.

During the third quarter of fiscal year 2025, the Company identified indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. Although our annual impairment test is performed during the fourth quarter, we perform a qualitative assessment each interim reporting period to determine whether there are indicators of a triggering event in the quarter. Through this assessment management identified an impairment triggering event associated with lower-than-expected operating results. This suggested that the fair value of one or more of our reporting units may have fallen below their carrying amount. Accordingly, we performed a quantitative valuation of each reporting unit during the quarter.

The Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

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•actual and forecasted revenue growth rates and operating margins,

•discount rates based on the reporting unit's weighted average cost of capital, and

•revenue and EBITDA of comparable companies.

The Company selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies.

The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of each reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value.

The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to each reporting unit. The Company believes the discount rates selected in the quantitative assessment is appropriate in that it exceeds the estimated weighted average cost of capital for our business as a whole.

As a result of the third quarter fiscal year 2025 goodwill impairment test, the Company recognized a total non-cash impairment charge of $30.1 million and $62.2 million in its Global Retail and Holly Hunt reporting units, respectively. The goodwill impairment charges were primarily caused by reduced sales and profitability projections as well as an increase in the discount rate. After these impairment charges and before the changes in reporting units resulting from our third quarter fiscal year 2025 segment re-organization, the Global Retail and Holly Hunt reporting units had remaining goodwill of $357.0 million and $33.0 million, respectively. The quantitative assessment in the third quarter of fiscal year 2025 resulted in the fair values of the Americas Contract, International Contract and Coverings reporting units exceeding their respective carrying values (the "cushion") by 32%, 63% and 10%, respectively.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 12.0% to 15.0% and long-term growth rates ranging from 2.5% to 3.0%.

The Company evaluated the sensitivity of changes in projected growth rates, discount rates and long-term growth rates for the reporting units with goodwill remaining as of March 1, 2025.

•A decrease in the forecasted sales by 500 basis points in all years or an increase in the discount rate of 100 basis points, leaving all other assumptions static, would not result in impairment for the Americas Contract, International Contract or Coverings reporting units.

•A decrease in the operating margin of 100 basis points in all years, leaving all other assumptions static, would not result in impairment for the Americas Contract or International Contract reporting units. For the Coverings reporting unit it would result in impairment of $3.0 million.

•A reduction in the projected sales growth rate, decline in operating margins, an increase in the discount rate or a decline in the long-term sales growth rate for the Holly Hunt or Global Retail reporting units may result in the need to record an additional impairment charge.

Additionally, in the third quarter of fiscal year 2025 the Company implemented an organizational change that resulted in a change in the reportable segments and reporting units. As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units. As a result of this change, $26.1 million of goodwill was reassigned from the Americas Contract reporting unit to the International Contract reporting unit, based on the relative fair value approach. Additionally, the $33.0 million of remaining goodwill for the Holly Hunt reporting unit was moved to the Global Retail reporting unit. Subsequent to this change the Company has four reporting units, North America Contract, International Contract, Global Retail and Coverings.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic

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350): Testing Goodwill for Impairment. Through the performance of this qualitative assessment we determined that there were no indicators of impairment.

Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At May 31, 2025, and June 1, 2024, the Company held trade name assets with a carrying value of $432.5 million and $465.5 million, respectively.

The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

During the third quarter of fiscal year 2025 the Company identified indicators that impairment was more likely than not for certain of the indefinite-lived intangible assets. Accordingly, the Company performed quantitative assessments during the third quarter of fiscal year 2025 to testing the indefinite-lived intangible assets which showed indicators that impairment was more likely than not. This quantitative assessment resulted in the recognition of $37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names. The other indefinite-lived intangible assets were determined to have no impairment.

In performing this quantitative assessment, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:

•actual and forecasted revenue growth rates,

•assumed royalty rates that could be payable if we did not own the trademark, and

•a market participant discount rate based on a weighted-average cost of capital.

In completing the third quarter fiscal year 2025 assessment of indefinite-lived trade name impairment, the respective fair values were estimated using discount rates ranging from 12.00% to 13.00%, royalty rates ranging from 1.50% to 4.50% and long-term growth rates ranging from 2.5% to 3.0%. The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

For the Knoll trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales would have resulted in $12.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $15.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $11.0 million of impairment charges.

For the Muuto trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales would have resulted in $7.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $4.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $6.0 million of impairment charges.

In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $8.9 million and $7.9 million, respectively. Accordingly, impairment charges of $16.8 million in total were recognized.

During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more than likely above its fair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived trade name.

If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

Each indefinite-lived intangible asset was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each asset qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Through the performance of this qualitative assessment we determined that there were no indicators of impairment.

Long-lived Assets

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The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value.

In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $17.4 million related to the right of use assets associated with these locations.

In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million related to the right of use assets associated with these locations.

During fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels already existing within the Global Retail business. Management identified this decision as an indicator of impairment, and accordingly recorded impairment of certain long-lived assets within the Fully asset group of $21.5 million.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

New Accounting Standards

Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

Forward Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include those relating to future events, anticipated results of operations, our expectations regarding future market conditions, our business strategies, our assessment of risks we face, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial condition or the price of our stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:

•Changes to U.S. and international trade policies, including new or increased tariffs and changing import/export regulations, which impact both the cost and availability of materials and components used to manufacture our products as well as demand for our products;

•Challenges in implementing our growth strategy and the possibility that the assumptions on which that strategy was built prove inaccurate;

•Consumer spending levels, which have a significant impact on demand for our products within our Global Retail segment;

•Global and national economic conditions such as heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, escalating tensions in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events;

•Cybersecurity threats and risks;

•Public health crises, such as pandemics and epidemics, and governmental policies and actions to protect the health and safety of individuals or to maintain the functioning of national or global economies;

•Risks related to the additional debt incurred in connection with our acquisition of Knoll, including increased interest expense, our ability to comply with our debt covenants and obligations, and limitations on certain business activities imposed by our credit agreement;

•Availability and pricing of raw materials;

•Financial strength of our dealers and customers;

•Pace and level of government procurement; and

•Outcome of pending litigation or governmental audits or investigations.

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For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date of this report, and we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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FY 2024 10-K MD&A

SEC filing source: 0000066382-24-000053.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-07-30. Report date: 2024-06-01.

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the issues discussed in Management's Discussion and Analysis in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.

Executive Overview

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.

MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll 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. These factors result in a high rate of inventory turns related to our manufactured inventories.

A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based.

A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Design Within Reach ("DWR"), HAY, Knoll, Muuto, and Herman Miller retail operations. The Global Retail business provides a channel to bring MillerKnoll's iconic and design-centric products to retail customers, along with other proprietary and third-party products, with a focus on modern design.

The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:

•Americas Contract — Includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America.

•International Contract & Specialty — Includes the operations associated with the design, manufacture and sale of furniture products, directly or indirectly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles.

•Global Retail — Includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores.

The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.

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Core Strengths

The Company relies on the following core strengths in delivering solutions to customers:

•Product Portfolio and Brand Collective - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach, Edelman, Geiger, HAY, Holly Hunt, Maharam, Muuto, NaughtOne, and Spinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

•Design Leadership - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.

•Unique Business Model - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, wholesalers, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies. As it pertains to its operations, the Company was among the first in the industry to embrace the concepts of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

•Global Scale and Reach - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.

•Extraordinary People - We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees. Our ability to attract, engage, and retain key employees has been and will remain critical to our success.

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Channels of Distribution

The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:

•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a global network of independently owned and operated contract furniture dealerships. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.

•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.

•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, and DWR websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.

•Wholesale - Through the Company's Global Retail segment, certain products are sold on a wholesale basis to independent retailers located in various markets around the world.

•Retail Locations - As of June 1, 2024, the Company operated 75 retail studios (including 37 operating under the DWR brand, 1 under the HAY brand, 29 Herman Miller stores, 3 Muuto stores, 4 Knoll stores and a multi-brand Chicago store). The business also operated 4 outlet studios.

Challenges Ahead

Like all businesses, the Company is faced with a host of challenges and risks. The Company believes its core strengths and values, which provide the foundation for its strategic direction, have prepared the Company to respond to the inevitable challenges it will face in the future. While the Company is confident in its direction, it acknowledges the risks specific to our business and industry. Refer to Item 1A for discussion of certain of these risk factors and Item 7A for disclosures of market risk.

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Areas of Strategic Focus

Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas:

Drive Customer Demand and Order Growth

We are prioritizing programs to deliver world class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showrooms in select markets including, Atlanta, Chicago, Dallas, London, Los Angeles, New York, Toronto and San Francisco. In addition, we will continue to leverage the wide reach of our dealers’ showrooms around the globe.

In retail, we are working to evolve and enhance the Design Within Reach experience. We are testing new store formats, expanding our product assortment and offering design services both in store and online to enhance the customer experience, attract new customers and grow existing customers. In addition, we continue to launch new online tools to support our trade customers making it easier for them to incorporate our products in their client projects.

Foster a Culture of Highly Engaged Associates

As MillerKnoll, we have created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage by fostering a culture of highly engaged associates and inspiring belief in our shared future. We empower our associates to be agile and hold our teams accountable for living our actions and delivering high performance.

Our priorities include offering a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.

Deliver Value to our Associates and Shareholders

We believe there is opportunity for meaningful long-term growth in each of our business segments. MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities.

Our collective of dynamic brands includes Herman Miller, Knoll, DatesWeiser, Design Within Reach, Edelman Leather, Geiger, HAY, Holly Hunt, Knoll Textiles, Maharam, Muuto, and Spinneybeck Filzfelt. These brands are united in their commitment to our purpose, design for the good of humankind, and they offer a complementary set of design solutions. By leveraging our global operations footprint, we are able to fuel our brands and build solutions in market closer to our customers, and we are creating centers of excellence in our operations facilities to support all brands in each region.

To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation, design excellence, and sustainability; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the Americas Contract business to lead; drive outsized growth in International Contract & Specialty; and continue transforming our Global Retail business.

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Business Overview

The following is a summary of the significant events and items impacting the Company's operations for the year ended June 1, 2024:

•Net sales were $3,628.4 million, representing a decrease of 11.2% when compared to the prior year. The decrease in net sales was primarily driven by decreased sales volumes in all segments, the closure of the Fully business that occurred in the prior year, the closure of the HAY eCommerce channel in North America, as well as the additional week of operations in the prior fiscal year which is required periodically to re-align calendar months with our fiscal periods. These decreases were offset by increased sales resulting from price increases, net of incremental discounting as well as favorable foreign currency translation. On an organic basis, net sales were $3,615.4 million(*), representing a decrease of 8.1% when compared to the prior year.

•Gross margin was 39.1% as compared to 35.0% in the prior year. The change in gross margin was primarily driven by the realization of price and channel optimization strategies, the realization of cost synergies associated with the Knoll acquisition, and reductions in commodities, storage and handling costs and freight and product distribution expenses.

•Operating expenses decreased by $55.4 million or 4.2% as compared to the prior year. The decrease was primarily due to lower variable selling expenses, the continued focus on cost optimization and synergy capture, and restructuring actions announced and implemented during fiscal year 2024. These decreases were partially offset by compensation and benefit costs, which increased approximately $33.0 million driven by changes in variable-based compensation and incentives.

•The integration of the Knoll acquisition continues to progress as planned. We made good progress implementing cost synergies, having achieved an annualized run-rate cost synergies of $160 million related to the integration of Knoll.

•The effective tax rate was 14.8% for fiscal 2024 compared to negative 8.8% for the prior year.

•Diluted earnings per share for the full year totaled $1.11 compared to $0.55 in the prior year. On an adjusted basis(*), diluted earnings per share totaled $2.08 in fiscal 2024 compared to $1.85 in fiscal 2023.

•The Company declared cash dividends of $0.75 per share in both fiscal 2024 and fiscal 2023.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

The following summary includes the Company's view on the economic environment in which it operates:

•The current macroeconomic environment in North America — which reflects higher interest rates, tepid housing-related demand trends, and relatively low CEO and consumer confidence levels — continues to pose challenges for the industry. These factors are expected to persist in the near term, posing difficulties particularly for the luxury housing market and discretionary spending on goods. However, within the contract furniture industry, the business is beginning to see improving demand indicators such as increased contract activations and increases in the number and size of new project opportunities entering our sales funnel.

•The Company's financial performance is sensitive to changes in certain input costs, including steel and steel component parts. Ongoing cost reduction initiatives and price increase actions have been implemented and have been effective in offsetting these cost pressures. Additionally, we began to benefit from relative decreases in steel and other key input costs as fiscal 2024 progressed.

•The Americas Contract segment reported a net sales decrease of 10.0% and an organic sales decrease of 8.3%(*) year-over-year. Operating margin increased 50 basis points year-over year and 100 basis points on an adjusted basis(*). The increase was primarily driven by the combination of gross margin expansion and well managed operating expenses.

•The International Contract & Specialty segment reported a net sales decrease of 8.4% and an organic sales decrease of 7.2%(*) year-over-year. Operating margin decreased 130 basis points year-over-year and 30 basis points on an adjusted basis(*). The decrease was primarily driven by the loss of leverage on lower demand and production levels in the European contract channel and within our Specialty businesses.

•The Global Retail segment reported a net sales decrease of 16.4% and an organic sales decrease of 8.6%(*) year-over-year. Operating margin increased 640 basis points year-over year and 210 basis points on an adjusted basis(*). The increase was primarily driven by pricing actions as well as improvements in inventory management and increased shipping revenues.

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The remaining sections of Item 7 include additional analysis of the fiscal year ended June 1, 2024, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2023 performance compared to our fiscal 2022 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended June 3, 2023.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Reconciliation of Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented.

The non-GAAP financial measures referenced within this presentation include: Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), Adjusted Operating Margin, and Organic Growth (Decline).

Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, impairment charges, and the related tax effect of these adjustments. These adjustments are described further below.

Adjusted Operating Earnings (Loss) represents reported operating earnings plus integration charges, amortization of Knoll purchased intangibles, restructuring expenses, and impairment charges. These adjustments are described further below.

Adjusted Operating Margin represents Adjusted Operating Earnings (Loss) divided by net sales.

Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects, the impact of an extra week in fiscal 2023, the impact of the closure of the Hay eCommerce channel in North America, and the impact of the closure of the Fully business.

•Amortization of Knoll purchased intangibles: Includes expenses associated with the amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of Knoll purchased intangibles as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Knoll Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Knoll Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

•Integration charges: Knoll integration-related costs include severance, accelerated stock-based compensation expenses, asset impairment charges, and expenses related to synergy realization efforts and reorganization initiatives.

•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions and non-cash charges for the impairment of assets associated with the decision to close certain showrooms.

•Impairment charges: Includes non-cash, pre-tax charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand as well as impairment of the Knoll and Muuto trade names.

•Tax related items: We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.

The following table reconciles Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment for the years ended as indicated below (in millions):

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Three Months EndedTwelve Months Ended
June 1, 2024June 3, 2023June 1, 2024June 3, 2023
Americas Contract
Net sales$416.6100.0%$474.4100.0%$1,824.2100.0%$2,026.1100.0%
Gross margin138.533.2%158.733.5%620.234.0%611.230.2%
Total operating expenses141.634.0%137.328.9%521.528.6%511.625.3%
Operating (loss) earnings$(3.1)(0.7)%$21.44.5%$98.75.4%$99.64.9%
Adjustments
Restructuring charges18.84.5%5.21.1%24.61.3%22.81.1%
Integration charges3.30.8%3.50.7%18.61.0%9.70.5%
Amortization of Knoll purchased intangibles3.20.8%3.20.7%12.90.7%12.90.6%
Impairment charges8.11.9%14.43.0%8.10.4%14.40.7%
Adjusted operating earnings$30.37.3%$47.710.1%$162.98.9%$159.47.9%
International Contract & Specialty
Net sales$245.0100.0%$237.4100.0%$931.8100.0%$1,017.3100.0%
Gross margin109.944.9%101.342.7%409.644.0%424.341.7%
Total operating expenses85.434.9%84.235.5%331.435.6%325.732.0%
Operating earnings$24.510.0%$17.17.2%$78.28.4%$98.69.7%
Adjustments
Restructuring charges2.51.0%0.60.3%4.10.4%1.30.1%
Integration charges1.80.7%0.50.2%4.80.5%2.50.2%
Amortization of Knoll purchased intangibles2.10.9%2.10.9%8.40.9%8.30.8%
Impairment charges4.71.9%1.80.8%4.70.5%1.80.2%
Adjusted operating earnings$35.614.5%$20.38.6%$100.210.8%$112.511.1%
Global Retail
Net sales$227.3100.0%$244.9100.0%$872.4100.0%$1,043.7100.0%
Gross margin104.045.8%94.738.7%389.744.7%394.537.8%
Total operating expenses89.839.5%105.543.1%347.339.8%410.039.3%
Operating earnings (loss)$14.26.2%$(10.8)(4.4)%$42.44.9%$(15.5)(1.5)%
Adjustments
Restructuring charges0.80.4%8.43.4%2.10.2%9.90.9%
Integration charges%%%0.2%
Amortization of Knoll purchased intangibles0.60.3%0.60.2%2.60.3%4.10.4%
Impairment charges4.01.8%3.51.4%4.00.5%40.710.3%
Adjusted operating earnings$19.68.6%$1.70.7%$51.15.9%$39.43.8%
Corporate
Operating expenses$11.9%$16.1%$52.1%$60.4%
Operating (loss)$(11.9)%$(16.1)%$(52.1)%$(60.4)%
Adjustments
Integration charges%1.3%0.1%5.6%
Adjusted operating (loss)$(11.9)%$(14.8)%$(52.0)%$(54.8)%
MillerKnoll, Inc.
Net sales$888.9100.0%$956.7100.0%$3,628.4100.0%$4,087.1100.0%
Gross margin352.439.6%354.737.1%1,419.539.1%1,430.035.0%
Total operating expenses328.737.0%343.135.9%1,252.334.5%1,307.732.0%
Operating earnings$23.72.7%$11.61.2%$167.24.6%$122.33.0%
Adjustments
Restructuring charges22.12.5%14.21.5%30.80.8%34.00.8%
Integration charges5.10.6%5.30.6%23.50.6%18.00.4%
Amortization of Knoll purchased intangibles5.90.7%5.90.6%23.90.7%25.30.6%
Impairment charges16.81.9%19.72.1%16.80.5%56.91.4%
Adjusted operating earnings$73.68.3%$56.75.9%$262.27.2%$256.56.3%

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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):

Twelve Months Ended
June 1, 2024
Americas ContractInternational Contract & SpecialtyGlobal RetailTotal
Net sales, as reported$1,824.2$931.8$872.4$3,628.4
% change from PY(10.0)%(8.4)%(16.4)%(11.2)%
Adjustments
Currency translation effects (1)(2.6)(6.3)(4.1)(13.0)
Net sales, organic$1,821.6$925.5$868.3$3,615.4
% change from PY(8.3)%(7.2)%(8.6)%(8.1)%
Twelve Months Ended
June 3, 2023
Americas ContractInternational Contract & SpecialtyGlobal RetailTotal
Net sales, as reported$2,026.1$1,017.3$1,043.7$4,087.1
Adjustments
Fully and HAY eCommerce(76.0)(76.0)
Impact of extra week in FY23(38.7)(19.6)(18.2)(76.5)
Net sales, organic$1,987.4$997.7$949.5$3,934.6
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):

Twelve Months Ended
June 1, 2024
Americas ContractInternational Contract & SpecialtyGlobal RetailTotal
Orders, as reported$1,824.9$928.1$868.0$3,621.0
% change from PY(4.0)%(1.7)%(12.2)%(5.6)%
Adjustments
Currency translation effects (1)(7.7)(7.4)(5.0)(20.1)
Orders, organic$1,817.2$920.7$863.0$3,600.9
% change from PY(2.6)%(0.5)%(3.7)%(2.3)%
Twelve Months Ended
June 3, 2023
Americas ContractInternational Contract & SpecialtyGlobal RetailTotal
Orders, as reported$1,901.3$944.0$989.0$3,834.3
Adjustments
Fully and HAY eCommerce(75.8)(75.8)
Impact of extra week in FY23(36.2)(18.9)(16.6)(71.7)
Orders, organic$1,865.1$925.1$896.6$3,686.8
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:

Twelve Months Ended
June 1, 2024June 3, 2023
(Loss) Earnings per Share - Diluted$1.11$0.55
Add: Amortization of Knoll purchased intangibles0.320.33
Add: Integration charges0.310.24
Add: Restructuring charges0.420.45
Add: Impairment charges0.240.76
Tax impact on adjustments(0.32)(0.48)
Adjusted earnings per share - diluted$2.08$1.85
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted73,954,75676,024,368

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Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:

(Dollars in millions)Fiscal 2024Fiscal 2023% Change
Net sales$3,628.4$4,087.1(11.2)%
Cost of sales2,208.92,657.1(16.9)%
Gross margin1,419.51,430.0(0.7)%
Operating expenses1,252.31,307.7(4.2)%
Operating earnings167.2122.336.7%
Other expenses, net67.570.9(4.8)%
Earnings before income taxes and equity income99.751.494.0%
Income tax expense14.74.5226.7%
Equity (loss) from nonconsolidated affiliates, net of tax(0.4)(0.8)(50.0)%
Net earnings84.646.183.5%
Net earnings attributable to redeemable noncontrolling interests2.34.0(42.5)%
Net earnings attributable to MillerKnoll, Inc.$82.3$42.195.5%

The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:

Fiscal 2024Fiscal 2023
Net sales100.0%100.0%
Cost of sales60.9%65.0%
Gross margin39.1%35.0%
Operating expenses34.5%32.0%
Operating earnings4.6%3.0%
Other expenses, net1.9%1.7%
Earnings before income taxes and equity income2.7%1.3%
Income tax expense0.4%0.1%
Equity (loss) income from nonconsolidated affiliates, net of tax%%
Net earnings2.3%1.1%
Net earnings attributable to redeemable noncontrolling interests0.1%0.1%
Net earnings attributable to MillerKnoll, Inc.2.3%1.0%

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Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.

Net sales decreased $459 million or 11.2% compared to the prior year fiscal period. The following items primarily contributed to the change:

•Decreased sales volume within the Americas Contract, International Contract & Specialty and Global Retail segments of approximately $262 million, $76 million and $61 million, respectively.

•The additional week during the first quarter of the prior year contributed to approximately $77 million of the Net sales decrease.

•Decrease of $76 million related to the closure of the Fully business that occurred in the prior year and the closure of the Hay eCommerce channel in North America. Offset in part by:

•Price increases, net of incremental discounting, which drove an increase in Net sales of approximately $80 million.

•Foreign currency translation increased Net sales by approximately $13 million.

Gross Margin

Gross margin was 39.1% for fiscal 2024 as compared to 35.0% for fiscal 2023. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:

•Reduction in costs from commodities, storage and handling costs, freight and product distribution costs, as compared to the prior year which increased gross margin by approximately 260 basis points.

•The positive impact of price increases, net of incremental discounting, contributed to margin improvement by approximately 140 basis points.

•Charges in the prior year for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand contributed to an increase in gross margin of approximately 40 basis points.

•Benefit to margin from the realization of incremental synergies associated with the Knoll acquisition as compared to the same period in the prior year. These factors were offset in part by;

•Loss of leverage on lower sales volumes and unfavorable channel and product mix, which negatively impacted gross margin by approximately 70 basis points.

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Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.

Operating expenses decreased by $56 million or 4.3% compared to the prior year fiscal period. The following factors contributed to the change:

•Variable selling and marketing costs decreased by approximately $34 million, due in part to the closure of the Fully business that occurred in the prior year;

•Decrease in asset impairment charges recorded in the current year as compared to the prior year contributed a net decrease in Operating expenses of approximately $24 million;

•The impact of an extra week in the first quarter of fiscal 2023 decreased Operating expenses by approximately $10 million;

•Product development costs decreased approximately $3 million, primarily in the Americas Contract segment; and

•Savings from the realization of incremental synergies associated with the Knoll acquisition as compared to the prior year as well as reduced expenses attributable to the recently implemented restructuring actions. These decreases were offset in part by:

•Compensation and benefit costs, which increased approximately $33 million driven by changes in variable-based compensation and incentives.

Other Income/Expense

Net other expenses for fiscal 2024 were $67.5 million compared to $70.9 million in fiscal 2023. This change is driven primarily by increased interest income in the current year of $3.3 million, the impact of net foreign currency transaction gains of $1.8 million as well as favorable net periodic benefit income from our pension plans. These favorable changes were offset by increased Interest expense of $2.2 million as compared to the same period of the prior year, driven by increased interest rates as compared to the same period of the prior year.

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Income Taxes

See Note 11 of the Consolidated Financial Statements for additional information.

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Operating Segments Results

The business is comprised of various operating segments as defined by U.S. GAAP. These operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The segments identified by the Company include Americas Contract, International Contract & Specialty, and Global Retail. The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. For descriptions of each segment, refer to Note 14 of the Consolidated Financial Statements.

The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.

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Americas Contract

(Dollars in millions)Fiscal 2024Fiscal 2023Change
Net sales$1,824.2$2,026.1$(201.9)
Gross margin620.2611.29.0
Gross margin %34.0%30.2%3.8%
Operating earnings98.799.6(0.9)
Operating earnings %5.4%4.9%0.5%

Net sales decreased 10.0%, or 8.3%(*) on an organic basis, from the prior year due to:

•Decreased sales volume within the segment of approximately $262 million, which was driven by the impact of a challenging macro-economic environment compounded by pandemic-driven pent-up demand at the start of the prior year; and

•The impact of an additional week in the prior year, which reduced sales approximately $39 million; offset in part by

•Price increases, net of incremental discounting, of approximately $97 million; and

•Favorable foreign currency translation of approximately $3 million.

Operating earnings decreased $0.9 million, or 0.9% compared to the same period of the prior year due to:

•Increased operating expenses of $9.9 million. The following factors contributed to the change:

◦An increase in variable based compensation of approximately $19 million;

◦Increased Knoll acquisition integration costs of $9 million; and

◦Increased restructuring expenses of approximately $2 million related to a workforce reduction as well as showroom consolidations. These increases were offset in part by:

◦Decreased product development costs of $3 million as well as a decrease of $5 million due to the additional week in the prior year;

◦A decrease of $6 million in non-cash intangible impairment charges as compared to the prior year;

◦Decreased variable marketing and selling costs.

•The increase in operating expenses was offset in part by improved gross margin of $9.0 million due to the increased gross margin percentage of 380 basis points. The increase in gross margin percentage was due primarily to:

◦The impact of incremental list price increases, net of contract price discounting, that increased gross margin percentage by 370 basis points; and

◦Decreased commodity and product distribution costs that increased gross margin percentage by 200 basis points. These increases were offset in part by:

◦Unfavorable product mix which had a negative impact on margin of 170 basis points and increased labor costs as well as loss of fixed cost leverage due to reduced production volumes that decreased gross margin percentage by 20 basis points.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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International Contract & Specialty

(Dollars in millions)Fiscal 2024Fiscal 2023Change
Net sales$931.8$1,017.3$(85.5)
Gross margin409.6424.3(14.7)
Gross margin %44.0%41.7%2.3%
Operating earnings78.298.6(20.4)
Operating earnings %8.4%9.7%(1.3)%

Net sales decreased 8.4%, or 7.2%(*) on an organic basis, from the prior year due to:

•Decline in sales volume of approximately $76 million driven mainly by challenging macroeconomic conditions in Europe and parts of Asia-Pacific; and

•Impact of the extra week in the prior year period, which drove a decrease of $20 million; offset in part by

•Favorable foreign currency translation of approximately $6 million; and

•Price increases, net of incremental discounting of $4 million.

Operating earnings decreased $20.4 million, or 20.7%, compared to the prior year due to:

•Decreased Gross margin of $14.7 million due to the decrease in sales explained above, offset in part by an increase in gross margin percentage of 230 basis points due primarily to favorable product mix.

•Increased Operating expenses of $5.7 million which was largely due to an:

◦Increased variable compensation costs in the current year of $10 million; and

◦Increased restructuring, integration and impairment charges of $8 million in the current year. Restructuring charges were related to workforce reductions and the increase in impairment charges was primarily related to the impairment of the Muuto trade name in the current year. These increases were offset in part by:

◦Decrease of $4 million due to the additional week in the prior year as well as a decrease of $8 million primarily related to a reduction in variable selling costs.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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Global Retail

(Dollars in millions)Fiscal 2024Fiscal 2023Change
Net sales$872.4$1,043.7$(171.3)
Gross margin389.7394.5(4.8)
Gross margin %44.7%37.8%6.9%
Operating earnings (loss)42.4(15.5)57.9
Operating earnings (loss) %4.9%(1.5)%6.4%

Net sales decreased 16.4% as reported and 8.6%(*) on an organic basis, from the prior year due to:

•Decreased sales of $76 million primarily related to the closure of the Fully business that occurred in the prior year as well as the closure of the Hay eCommerce channel in North America;

•Decreased sales volumes of approximately $61 million driven by a slowdown in the North American housing market and a continuation of general economic uncertainty;

•Incremental promotional discounting, net of price increases, which decreased sales by $21 million; and

•The additional week during the first quarter of the prior year contributed to approximately $18 million of the net sales decrease; offset by

•Favorable foreign currency translation of approximately $4 million.

Operating earnings increased $57.9 million, or 373.5% over the prior year due to:

•An increase in gross margin percentage of 690 basis points attributable to the favorable impact of reduced costs as compared to the prior year associated with product distribution and inventory handling as well as charges in the prior year for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand. These increases were offset in part by promotional discounting, net of price increases.

•Decreased Operating expenses of $63 million driven by:

◦Decreased selling and marketing costs including the reduction in costs associated with no longer operating Fully as a stand alone brand, which contributed an approximate decrease of $28 million;

◦Decrease of $21 million in expenses primarily related to charges in the prior year for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand;

◦Decreased restructuring charges of approximately $8 million relating to the decision to cease operating Fully as a stand-alone brand in fiscal year 2023; and

◦Decrease of $4 million due to the additional week in the prior year, as well as a general decrease in operating expenses associated with the closure of the Fully business in the prior year. These decreases were offset by:

◦Increase of $3 million in variable compensation costs in the current year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Corporate

Corporate unallocated expenses totaled $52.1 million for fiscal 2024, a decrease of $8.3 million from fiscal 2023. The decrease was driven primarily by a decrease in integration costs related to the Knoll acquisition of $5.5 million.

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Liquidity and Capital Resources

The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.

Fiscal Year Ended
(In millions)20242023
Cash provided by (used in):
Operating activities$352.3$162.9
Investing activities(86.3)(76.5)
Financing activities(258.8)(86.8)
Effect of exchange rate changes(0.3)(6.4)
Net change in cash and cash equivalents$6.9$(6.8)

Cash Flow — Operating Activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended June 1, 2024 totaled $352.3 million compared to $162.9 million in the twelve months ended June 3, 2023. The increase in cash inflow is due primarily to an increase in earnings of $38.5 million in the current year compared to the prior year, a reduction in contributions to our pension plans, as well as a reduction in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•The timing of collection of our receivables;

•Effective inventory management resulting in reduced inventory levels; and

•Changes in accruals related to variable compensation.

Cash Flow — Investing Activities

Cash used in investing activities for the twelve months ended June 1, 2024 was $86.3 million, as compared to $76.5 million in the twelve months ended June 3, 2023. The increase in cash outflow in the current year was primarily due to:

•An increase in notes receivable received from certain independently owned dealers in the current year;

•The advancement of $13.5 million of cash against the value of company owned life insurance policies received in the twelve months ended June 3, 2023 for which there was no activity in the current year. Offset in part by:

•Proceeds of $3.5 million received in the twelve months ended June 1, 2024 related to the sale of the Company's investment in Global Holdings Netherlands B.V.

Capital expenditures for the current year were $78.4 million as compared to $83.3 million in the prior year. At the end of the fiscal 2024, there were outstanding commitments for capital purchases of $53.7 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2025 to be between $100 million and $125 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals.

Cash Flow — Financing Activities

Cash used in financing activities for the twelve months ended June 1, 2024 was $258.8 million, compared to $86.8 million in the twelve months ended June 3, 2023. The increase in cash used in the current year, compared to the prior year, was primarily due to:

•The Company repurchased 6,022,646 shares at a cost of $138.2 million in the current year as compared to 575,207 share repurchases totaling $16.0 million in the prior year; and

•Net payments on the credit agreement of $36.7 million in the current year compared to net borrowings of $13.7 million in the prior year; and

•Repayments of long-term debt of $31.3 million in the current year compared to $26.3 million in the prior year.

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Sources of Liquidity

The Company has taken actions to safeguard its capital position in the current environment. The Company is closely managing spending levels, capital investments, and working capital.

The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of fiscal 2024, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 6 to the Consolidated Financial Statements.

(In millions)June 1, 2024June 3, 2023
Cash and cash equivalents$230.4$223.5
Availability under revolving lines of credit(1)322.3284.2
Total liquidity$552.7$507.7

(1) Available access to our revolving line of credit is subject to covenant restrictions outlined in our credit agreement.

Of the cash and cash equivalents noted above at the end of fiscal 2024, the Company had $218.5 million of cash and cash equivalents held outside the United States.

The Company’s syndicated revolving line of credit, which matures in July 2026, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of June 1, 2024, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $390.0 million with available borrowings against this facility of $322.3 million.

The Company intends to repatriate $114.9 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $3.7 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $114.9 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $347.5 million on June 1, 2024.

The Company believes cash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to fund near term and foreseeable future business operations, capital needs, upcoming debt maturities, future dividends and share repurchases, subject to financing availability in the marketplace.

Contingencies

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 13 of the Consolidated Financial Statements for more information relating to contingencies.

Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended June 1, 2024 contained 52 weeks, the fiscal year ended June 3, 2023 contained 53 weeks, and the fiscal year ended May 28, 2022 contained 52 weeks.

Contractual Obligations

Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 6 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 7 of the Consolidated Financial Statements.

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Payments due by fiscal year
(In millions)Total20252026-20272028-2029Thereafter
Short-term borrowings and long-term debt (1)$1,347.8$43.6$713.2$591.0$
Estimated interest on debt obligations (1)179.664.196.219.3
Operating leases547.683.9164.2126.8172.7
Purchase obligations140.2126.713.5
Pension and other post employment benefit plans funding (2)6.45.90.10.10.3
Stockholder dividends (3)13.213.2
Other (4)6.20.71.31.13.1
Total$2,241.0$338.1$988.5$738.3$176.1

(1) Includes the current portion of long-term debt. Contractual cash payments on long-term debt obligations are disclosed herein based on the amounts borrowed as of June 1, 2024 and the maturity date of the underlying debt. Estimated future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as of June 1, 2024. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.

(2) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of June 1, 2024, the total projected benefit obligation for our domestic and international employee pension benefit plans was $207.1 million.

(3) Represents the dividend payable as of June 1, 2024. Future dividend payments are not considered contractual obligations until declared.

(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Critical Accounting Policies and Estimates

Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.

We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Business Combinations

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair values to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to:

•future expected cash flows from acquired customer relationships and trade names,

•assumed royalty rates that could be payable if we did not own the trademarks, and

•discount rates.

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the values of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During fiscal 2022, management considered the acquisition of Knoll a material acquisition. There were no material acquisitions during fiscal 2024 or fiscal 2023. See Note 3 to the Consolidated Financial Statements for more information.

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Goodwill and Indefinite-lived Intangibles

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income approach and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.

Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At June 1, 2024 and June 3, 2023, we had goodwill recorded within the Consolidated Balance Sheets of $1,226.3 million and $1,221.7 million, respectively.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2024. The Company elected to test each reporting unit, with the exception of the Global Retail reporting unit, qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. For the Global Retail reporting unit, the Company elected to proceed directly to the quantitative test. No goodwill impairment charges were recorded in fiscal 2024, 2023, or 2022.

The Company performed the quantitative impairment analysis of the Global Retail reporting unit as of March 31, 2024 to determine the fair value of the Global Retail reporting unit as compared to the carrying value. The Company utilized a weighting of the income approach and the market approach to estimate the fair value of the Global Retail reporting unit.

The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of the Global Retail reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value.

The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to the Global Retail reporting unit. The Company believes the discount rate selected in the quantitative assessment is appropriate in that it exceeds the estimated weighted average cost of capital for our business as a whole. The results of the impairment test are sensitive to changes in the discount rates and changes in the discount rate may result in future impairment.

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In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 37% and therefore does not have a heightened risk of future impairments if any assumptions, estimates or market factors change in the future.

The Company evaluated the sensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit. Reducing the Global Retail reporting unit's forecasted sales by 5% in all years, and leaving all other assumptions static, would not result in impairment. A decrease in the operating margin of 100 basis points in all years would not result in impairment. An increase in the discount rate of 100 basis points would not result in impairment.

Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At June 1, 2024 and June 3, 2023, the Company held trade name assets with a carrying value of $465.5 million and $480.7 million, respectively.

The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $8.9 million and $7.9 million, respectively. Accordingly, impairment charges of $16.8 million in total were recognized. The carrying value of the Knoll trade name as of the measurement date was $153.3 million and the fair value of the Knoll trade name as of the measurement date was $144.4 million. The carrying value of the Muuto trade name as of the measurement date was $88.4 million and the fair value of the Muuto trade name as of the measurement date was $80.5 million. If the residual cash flows related to these trade names were to decline in future periods, the Company may need to record additional impairment charges.

In completing our annual indefinite-lived trade name impairment test, the respective fair values were estimated using a relief-from-royalty approach, which requires assumptions related to the following:

•forecasted revenue growth rate,

•assumed royalty rates that could be payable if we did not own the trademark, and

•a market participant discount rate based on a weighted-average cost of capital.

The assumptions used reflect management’s best estimates; however, actual results could differ from our estimates. In completing our annual indefinite-lived trade name impairment test, the fair values of the Knoll and Muuto trade names were both estimated using a discount rate of 12.0%. The royalty rates used for the Knoll and Muuto trade names were 2.0% and 4.5%, respectively. The long-term growth rates in the valuation of the Knoll and Muuto trade names were 2.5% and 3.0%, respectively. The Company’s estimates of the fair value of its Knoll and Muuto indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions.

For the Knoll trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales at March 31, 2024 would have resulted in $14.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $18.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $14.0 million of impairment charges.

For the Muuto trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales at March 31, 2024 would have resulted in $8.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $4.5 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $8.0 million of impairment charges.

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During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more than likely above its fair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived trade name. The carrying value of the Knoll trade name as of the measurement date was $173.0 million. The fair value of the Knoll trade name as of the measurement date was $153.3 million.

The assumptions used reflect management’s best estimates; however, actual results could differ from our estimates. In completing our annual indefinite-lived trade name impairment tests, the fair value of the Knoll trade name was estimated using a discount rate of 12.0%, royalty rate of 2.0% and long-term growth rate of 2.5%. The Company’s estimates of the fair value of its Knoll indefinite-lived intangible asset are sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions.

If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

Long-lived Assets

The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value.

In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million recognized for the right of use assets associated with these locations. In the second quarter of fiscal 2024, a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale. The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll. In the fourth quarter of fiscal 2024, it was determined that the carrying value of these assets exceeded their fair value and an impairment charge of $1.0 million was recognized. The carrying amount of these assets held for sale was $3.5 million and is classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets as of June 1, 2024.

During fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels already existing within the Global Retail business. Management identified this decision as an indicator of impairment, and accordingly recorded impairment of certain long-lived assets within the Fully asset group of $21.5 million.

In fiscal 2022, the Company recorded a non-cash impairment charge of $15.5 million related to the discontinued use of a long-lived asset that was a direct result of integration activities associated with the Knoll acquisition.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

New Accounting Standards

Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

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Forward Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of our acquisition of Knoll, the anticipated impact of the Knoll acquisition on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the Knoll acquisition, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of MillerKnoll or the price of MillerKnoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond MillerKnoll’s control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: global and national economic conditions including heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, escalating tensions in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events; the impact of any government policies and actions to protect the health and safety of individuals or to maintain the functioning of national or global economies, and the Company's response to any such policies and actions; the impact of public health crises, such as pandemics and epidemics; risks related to the additional debt incurred in connection with the Knoll acquisition; MillerKnoll’s ability to comply with its debt covenants and obligations; the risk that the anticipated benefits of the Knoll acquisition will be more costly to realize than expected; the effect of the Knoll acquisition on the ability of MillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom MillerKnoll does business, or on MillerKnoll’s operating results and business generally; the ability to successfully integrate Knoll’s operations; the ability of MillerKnoll to implement its plans, forecasts and other expectations with respect to MillerKnoll’s business after the completion of the Knoll acquisition and realize expected synergies; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or governmental audits or investigations. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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FY 2023 10-K MD&A

SEC filing source: 0000066382-23-000058.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-07-26. Report date: 2023-06-03.

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the issues discussed in Management's Discussion and Analysis in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.

Executive Overview

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.

MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll 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. These factors result in a high rate of inventory turns related to our manufactured inventories.

A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based.

A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Design Within Reach ("DWR"), HAY, Knoll, Muuto, and Herman Miller retail operations. The Global Retail business provides a channel to bring MillerKnoll's iconic and design-centric products to retail customers, along with other proprietary and third-party products, with a focus on modern design.

The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:

•Americas Contract — Includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America.

•International Contract & Specialty — Includes the operations associated with the design, manufacture and sale of furniture products, directly or indirectly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles.

•Global Retail — Includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores.

The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.

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Core Strengths

The Company relies on the following core strengths in delivering solutions to customers:

•Product Portfolio and Brand Collective - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach, Edelman Leather, Geiger, HAY, Holly Hunt, Maars Living Walls, Maharam, Muuto, NaughtOne, and Spinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

•Design Leadership - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.

•Unique Business Model - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, wholesalers, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies. As it pertains to is operations, the Company was among the first in the industry to embrace the concepts of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

•Global Scale and Reach - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.

•Extraordinary People - We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees. Our ability to attract, engage, and retain key employees has been and will remain critical to our success.

Channels of Distribution

The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:

•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a network of independently owned and operated contract furniture dealerships doing business in many countries around the world. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.

•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.

•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, DWR, and HAY websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.

•Wholesale – Through the Company's Global Retail segment, certain products are sold on a wholesale basis to third-party retailers located in various markets around the world.

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•Retail Locations - As of June 3, 2023, the Company operated 75 retail studios (including 38 operating under the DWR brand, 3 under the HAY brand, 27 Herman Miller stores, 3 Muuto stores, 3 Knoll stores and a multi-brand Chicago store). The business also operated 4 outlet studios.

Challenges Ahead

Like all businesses, the Company is faced with a host of challenges and risks. The Company believes its core strengths and values, which provide the foundation for its strategic direction, have prepared the Company to respond to the inevitable challenges it will face in the future. While the Company is confident in its direction, it acknowledges the risks specific to our business and industry. Refer to Item 1A for discussion of certain of these risk factors and Item 7A for disclosures of market risk.

Areas of Strategic Focus

Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes five key focus areas:

Bring MillerKnoll to Life

We are following a detailed and deliberate plan to bring the best of all our brands together, enabling us to achieve our purpose of design for the good of humankind as we remake modern for the 21st century. Our priorities include establishing and building the MillerKnoll culture; delivering on our synergy commitment of $145 million in run-rate savings by the end of year three of the Knoll acquisition; successfully executing our integration plans and initiatives; cultivating and enabling a strong global dealer network; and establishing worldwide supply chain and manufacturing capabilities to effectively serve our customers across all our channels.

Build a Customer-Centric, Digitally Enabled Business Model

Building a customer-centric and digitally enabled business model is foundational to bringing MillerKnoll to life and encompasses both our internal technology foundation and our digital go-to-market capabilities. Our goals include integrating our systems and processes, shifting to a simpler systems architecture, serving our customers around the world through global eCommerce capabilities, harnessing data to enable our teams to make effective and timely decisions, and accelerating global automation and manufacturing 4.0 initiatives to improve the employee experience and increase accuracy, quality, and performance. Our launch of the combined North America MillerKnoll dealer network at the start of fiscal year 2023 expanded access to our proprietary end-to-end digital solution that makes it easier for our dealers to respond to customer requests faster with differentiated solutions.

Accelerate Profitable Growth

We believe there is opportunity for meaningful long-term growth in each of our business segments and MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities. To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation and design excellence; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the Americas Contract business to lead; drive outsized growth in International Contract & Specialty; and continue transforming our Global Retail business.

Attract, Develop, and Retain World-Class Talent

In creating MillerKnoll, we created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage and will create a premiere employee experience while continuing to invest in our people so they can do their best work every day. Our priorities include enabling a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.

Reinforce Our Commitment to Our People, Our Planet, and Our Communities

Our legacy of corporate social responsibility is deeply ingrained in our culture and is shared across all our brands. We will continue to reinforce our commitment to our people, planet, and communities in integrated and deliberate ways.

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We intend to hold ourselves accountable for forward progress against our diversity, equity, and inclusion initiatives, building on the foundation of the DEIB actions we announced in 2020; our 2030 sustainability goals, which we introduced in April 2022; being a force for good in our communities worldwide; and elevating our Better World reporting by developing common metrics and regularly sharing our progress internally and externally.

The Company believes its strategy continues to respond well to current and future realities in its markets. The Company's strategic priorities are aimed at creating a sustainable and diverse revenue model that puts the customer at the center of everything we do and leverages enabling digital capabilities to fully realize that vision.

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Business Overview

The following is a summary of the significant events and items impacting the Company's operations for the year ended June 3, 2023:

•Net sales were $4,087.1 million, representing an increase of 3.6% when compared to the prior year. The increase in net sales was driven primarily by incremental price increases, the consolidation of Knoll results from the date of acquisition of July 19, 2021, as well as growth in the International Contract & Specialty segments. Net sales in fiscal year 2023 also reflect the addition of an extra week of operations (within the fiscal first quarter) which is required periodically to re-align calendar months with our fiscal periods. These increases were offset by a decrease in volume within the Americas Contract and Global Retail segments. On an organic basis, net sales were $3,946.4 million(*), representing an increase of 0.4% when compared to the prior year.

•Gross margin was 35.0% as compared to 34.3% in the prior year. The change in gross margin was primarily driven by the realization of price optimization strategies and benefits from integration synergies. These positive factors were partially offset by increased commodity, storage and handling costs, freight, product distribution costs, and labor costs.

•Operating expenses decreased by $5.2 million or 0.4% as compared to the prior year. The decrease was primarily due to a reduction in variable expenses, including certain forms of employee compensation and benefits, and the continued focus on cost optimization and synergy capture. These decreases were partially offset by $75.0 million of restructuring charges related to voluntary and involuntary reductions in the Company's workforce, charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand, charges related to the impairment of the Knoll trade name, and $50.0 million related to the consolidation of Knoll results for the entire first quarter of fiscal 2023 (versus a partial quarter of consolidation in fiscal 2022).

•The integration of the Knoll acquisition continues to progress as planned. We made good progress implementing cost synergies throughout the fiscal year, having achieved total annualized run-rate savings of $131 million by the end of the fourth quarter. This has us on track to deliver against our increased goal of achieving annualized cost synergies of $145 million within three years of closing.

•The effective tax rate was 8.8% for fiscal 2023 compared to negative 130.1% for the prior year.

•Diluted earnings per share for the full year totaled $0.55 compared to a loss per share of $0.37 in the prior year. On an adjusted basis(*), diluted earnings per share totaled $1.85 in fiscal 2023 compared to $1.92 in fiscal 2022.

•The Company declared cash dividends of $0.75 per share in both fiscal 2023 and fiscal 2022.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

The following summary includes the Company's view on the economic environment in which it operates:

•The current macroeconomic environment in North America — which includes higher interest rates, complications from a regional banking crisis and low CEO and consumer confidence levels — continues to pose challenges for the industry. These factors are expected to persist, posing difficulties particularly for the luxury housing market and discretionary spending on goods. However, when it comes to the overall dynamics of returning to the office, the Company maintains an optimistic outlook based on the project funnel and latest trends which suggest more structured return-to-office practices in the near-term.

•The Company's financial performance is sensitive to changes in certain input costs, including steel and steel component parts. Ongoing cost reduction initiatives and price increase actions have been implemented to help offset these cost pressures, and the benefit from these initiatives is expected to increase over time. Additionally, the substantial inflationary pressures for certain key input costs, including goods and services tied to energy prices, are beginning to ease.

•The Americas Contract segment reported a net sales increase of 5.0% and an organic sales increase of 0.3%(*) year-over-year. Operating margin increased 610 basis points year-over year and 620 basis points on an adjusted basis.(*) The increase was primarily driven by pricing optimization and benefits from synergies.

•International Contract and Specialty reported a net sales increase of 9.6% and an organic sales increase of 7.0%(*) year-over-year. Operating margin increased 220 basis points year-over-year and 50 basis points on an adjusted basis.(*) The increase was primarily driven by pricing optimization strategies and product mix.

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•Global Retail reported a net sales decrease of 4.1% and an organic sales decrease of 5.1%(*) year-over-year. On a reported basis, operating margin as a percentage of sales was a loss of 1.5% in fiscal 2023 and earnings of 12.4% in fiscal 2022. On an adjusted basis, operating margin as a percentage of sales was 3.8%(*) in fiscal 2023 and 13.1%(*) in fiscal 2022. The decrease was primarily driven by a combination of lower volume, mix of product, and increased freight expenses.

The remaining sections of Item 7 include additional analysis of the fiscal year ended June 3, 2023, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2022 performance compared to our fiscal 2021 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 28, 2022.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

Reconciliation of Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented.

The non-GAAP financial measures referenced within this presentation include: Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), Adjusted Operating Margin, and Organic Growth (Decline).

Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of purchased intangibles, acquisition and integration charges, debt extinguishment charges, restructuring expenses, impairment charges, other special charges or gains and the related tax effect of these adjustments. These adjustments are described further below.

Adjusted Operating Earnings (Loss) represents reported operating earnings plus acquisition and integration charges, amortization of purchased intangibles, restructuring expenses, impairment charges, and other special charges or gains. These adjustments are described further below.

Adjusted Operating Margin represents Adjusted Operating Earnings (Loss) for the Company or a business segment divided by the related net sales for the Company or a business segment.

Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects, the impact of an extra week in fiscal 2023, and the impact of acquisitions and divestitures.

•Amortization of purchased intangibles: Includes expenses associated with the amortization of inventory step-up and amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of purchased intangibles, including the fair value adjustment to inventory, as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

•Acquisition and integration charges: Includes costs related directly to the Knoll acquisition including legal, accounting and other professional fees as well as integration-related costs. Integration-related costs include severance, accelerated stock-based compensation expenses, asset impairment charges, and other cost reduction efforts or reorganization initiatives.

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•Debt extinguishment charges: Includes expenses associated with the extinguishment of debt as part of financing the Knoll acquisition. We excluded these items from our non-GAAP measures because they relate to a specific transaction and are not reflective of our ongoing financial performance.

•Gain on sale of dealer: Includes the gain recorded on the divestiture of an owned dealership.

•Restructuring charges: Includes actions involving targeted workforce reductions as well as non-impairment charges related to the closure of the Fully business.

•Impairment charges: Includes non-cash, pre-tax charges for the impairment of intangible assets, right of use assets, and other assets related to the closure of the Fully business as well as the impairment of the Knoll trade name.

•Special charges: Include certain costs arising as a direct result of COVID-19 pandemic.

•Tax related items: We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.

Tables below summarize select financial information, for the periods indicated, related to each of the Company’s reportable segments. The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles. The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores. Corporate costs represent unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs.

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The following table reconciles Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment for the years ended as indicated below (in millions):

Three Months EndedTwelve Months Ended
June 3, 2023May 28, 2022June 3, 2023May 28, 2022
Americas
Net sales$474.4100.0%$539.2100.0%$2,026.1100.0%$1,929.1100.0%
Gross margin158.733.5%137.625.5%611.230.2%493.125.6%
Total operating expenses137.328.9%131.624.4%511.625.3%517.126.8%
Operating earnings (loss)$21.44.5%$6.01.1%$99.64.9%$(24.0)(1.2)%
Adjustments
Restructuring5.21.1%%22.81.1%%
Acquisition and integration charges3.50.7%3.70.7%9.70.5%29.91.5%
Amortization of purchased intangibles3.20.7%3.10.6%12.90.6%28.71.5%
Gain on Sale of Dealer%%%(2.0)(0.1)%
Impairment charges14.43.0%%14.40.7%%
Adjusted operating earnings$47.710.1%$12.82.4%$159.47.9%$32.61.7%
International & Specialty
Net sales$237.4100.0%$273.3100.0%$1,017.3100.0%$928.5100.0%
Gross margin101.342.7%113.041.3%424.341.7%372.640.1%
Total operating expenses84.235.5%81.429.8%325.732.0%302.732.6%
Operating earnings$17.17.2%$31.611.6%$98.69.7%$69.97.5%
Adjustments
Restructuring0.60.3%%1.30.1%%
Acquisition and integration charges0.50.2%0.1%2.50.2%1.20.1%
Amortization of purchased intangibles2.10.9%2.30.8%8.30.8%26.92.9%
Impairment charges1.80.8%%1.80.2%%
Adjusted operating earnings$22.19.3%$34.012.4%$112.511.1%$98.010.6%
Retail
Net sales$244.9100.0%$288.0100.0%$1,043.7100.0%$1,088.4100.0%
Gross margin94.738.7%131.945.8%394.537.8%487.044.7%
Total operating expenses105.543.1%94.532.8%410.039.3%352.532.4%
Operating (loss) earnings$(10.8)(4.4)%$37.413.0%$(15.5)(1.5)%$134.512.4%
Adjustments
Restructuring Charges8.43.4%%9.90.9%%
Acquisition and integration charges%%0.2%0.3%
Amortization of purchased intangibles0.60.2%1.30.5%4.10.4%7.80.7%
Impairment charges3.51.4%%40.73.9%%
Adjusted operating earnings$1.70.7%$38.713.4%$39.43.8%$142.613.1%
Corporate
Operating expenses$16.1%$18.0%$60.4%$140.6%
Operating (loss)$(16.1)%$(18.0)%$(60.4)%$(140.6)%
Adjustments
Acquisition and integration charges1.3%3.7%5.6%93.1%
Adjusted operating (loss)$(14.8)%$(14.3)%$(54.8)%$(47.5)%
MillerKnoll, Inc.
Net sales$956.7100.0%$1,100.5100.0%$4,087.1100.0%$3,946.0100.0%
Gross margin354.737.1%382.534.8%1,430.035.0%1,352.734.3%
Total operating expenses343.135.9%325.529.6%1,307.732.0%1,312.933.3%
Operating earnings$11.61.2%$57.05.2%$122.33.0%$39.81.0%
Adjustments
Restructuring Charges14.21.5%%34.00.8%%
Acquisition and integration charges5.30.6%7.50.7%18.00.4%124.53.2%
Amortization of purchased intangibles5.90.6%6.70.6%25.30.6%63.41.6%
Gain on Sale of Dealer%%%(2.0)(0.1)%
Impairment charges19.72.1%%56.91.4%%
Adjusted operating earnings$56.75.9%$71.26.5%$256.56.3%$225.75.7%

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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):

Twelve Months Ended
June 3, 2023
AmericasInternational & SpecialtyRetailTotal
Net sales, as reported$2,026.1$1,017.3$1,043.7$4,087.1
% change from PY5.0%9.6%(4.1)%3.6%
Adjustments
Acquisition(77.2)(55.5)(31.1)(163.8)
Currency translation effects (1)6.142.926.875.8
Impact of extra week in FY23(27.4)(11.6)(13.7)(52.7)
Net sales, organic$1,927.6$993.1$1,025.7$3,946.4
% change from PY0.3%7.0%(5.1)%0.4%
Twelve Months Ended
May 28, 2022
AmericasInternational & SpecialtyRetailTotal
Net sales, as reported$1,929.1$928.5$1,088.4$3,946.0
Adjustments
Divestitures(6.7)(7.9)(14.6)
Net sales, organic$1,922.4$928.5$1,080.5$3,931.4
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):

Twelve Months Ended
June 3, 2023
AmericasInternational & SpecialtyRetailTotal
Orders, as reported$1,901.3$944.0$989.0$3,834.3
% change from PY(9.1)%(4.1)%(10.7)%(8.3)%
Adjustments
Acquisition(80.3)(57.5)(32.3)(170.1)
Currency translation effects (1)3.939.825.268.9
Impact of extra week in FY23(24.0)(10.3)(12.4)(46.7)
Orders, organic$1,800.9$916.0$969.5$3,686.4
% change from PY(13.4)%(7.0)%(11.8)%(11.5)%
Twelve Months Ended
May 28, 2022
AmericasInternational & SpecialtyRetailTotal
Orders, as reported$2,091.5$984.7$1,107.3$4,183.5
Adjustments
Divestitures(11.4)(8.5)(19.9)
Orders, organic$2,080.1$984.7$1,098.8$4,163.6
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:

Twelve Months Ended
June 3, 2023May 28, 2022
(Loss) Earnings per Share - Diluted$0.55$(0.37)
Add: Amortization of purchased intangibles0.330.87
Add: Acquisition and integration charges0.241.71
Add: Restructuring charges0.45
Add: Impairment charges0.76
Add: Special charges(0.01)
Add: Debt extinguishment0.18
Less: Gain on sale of dealer(0.03)
Tax impact on adjustments(0.48)(0.43)
Adjusted earnings per share - diluted$1.85$1.92
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted76,024,36873,160,212

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Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:

(Dollars in millions)Fiscal 2023Fiscal 2022% Change
Net sales$4,087.1$3,946.03.6%
Cost of sales2,657.12,593.32.5%
Gross margin1,430.01,352.75.7%
Operating expenses1,307.71,312.9(0.4)%
Operating earnings122.339.8207.3%
Other expenses, net70.948.446.5%
Earnings (loss) before income taxes and equity income51.4(8.6)697.7%
Income tax expense4.511.1(59.5)%
Equity (loss) from nonconsolidated affiliates, net of tax(0.8)%
Net earnings (loss)46.1(19.7)334.0%
Net earnings attributable to redeemable noncontrolling interests4.07.4(45.9)
Net earnings (loss) attributable to MillerKnoll, Inc.$42.1$(27.1)255.4%

The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:

Fiscal 2023Fiscal 2022
Net sales100.0%100.0%
Cost of sales65.0%65.7%
Gross margin35.0%34.3%
Operating expenses32.0%33.3%
Operating earnings3.0%1.0%
Other expenses, net1.7%1.2%
Earnings (loss) before income taxes and equity income1.3%(0.2)%
Income tax expense0.1%0.3%
Equity income from nonconsolidated affiliates, net of tax%%
Net earnings (loss)1.1%(0.5)%
Net earnings attributable to redeemable noncontrolling interests0.1%0.2%
Net earnings (loss) attributable to MillerKnoll, Inc.1.0%(0.7)%

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Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.

Net sales increased $141 million or 3.6% compared to the prior year fiscal period. The following items primarily contributed to the change:

•Incremental price increases, net of price discounting drove an increase in net sales of approximately $246 million.

•Increase of $161 million due to the Knoll acquisition that was completed on July 19, 2021 of the prior year, net of a decrease in sales related to the divestiture of an owned dealership in the prior year and a decrease related to the closure of Fully of $8 million.

•The additional week during the first quarter of the current year contributed approximately $53 million of the Net sales increase.

•Increased sales volumes within the International Contract & Specialty segment contributed to sales growth in the year by approximately $43 million. The International Contract & Specialty segment's growth was driven, in part, by a strong backlog of orders in the first half of the year.

•Foreign currency translation decreased Net sales by approximately $76 million.

•Decreased sales volume within the Global Retail and Americas segments also offset these increases by approximately $79 million and $199 million, respectively.

Gross Margin

Gross margin was 35.0% for fiscal 2023 as compared to 34.3% for fiscal 2022. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:

•The positive impact of price increases, net of incremental discount, contributed to margin improvement by approximately 360 basis points.

•The impact of amortization of purchased intangibles related to the Knoll acquisition recorded in the prior year that did not occur in the current period had a favorable impact on gross margin of approximately 30 basis points.

•Cost pressures from commodities, storage and handling costs, freight, and product distribution costs decreased gross margin by approximately 190 basis points. These costs offset savings from the realization of incremental synergies associated with the Knoll acquisition as compared to the same period in the prior year.

•Increased labor costs as well as loss of labor and overhead leverage due to reduced production volumes had a negative impact on margin as compared to the same period in the prior year of approximately 80 basis points.

•Unfavorable channel and product mix, as well as charges related to the recording of obsolete inventory along with the closure of the Fully business contributed to the remaining decrease in gross margin.

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Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.

Operating expenses decreased by $5 million or 0.4% compared to the prior year fiscal period. The following factors contributed to the change:

•Knoll deal and integration related costs and amortization expense decreased $132 million from the prior year period;

•Compensation and benefit costs decreased approximately $14 million, driven primarily by a decrease in variable-based compensation, decreases in discretionary employee benefits, and realization of synergies associated with the Knoll acquisition;

•Favorable foreign currency translation of approximately $11 million primarily related to the International and Specialty segment. These factors were offset in part by;

•Restructuring charges related to voluntary and involuntary reductions in the Company's workforce, charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand and charges related to the impairment of the Knoll trade name contributed to an increase in Operating expenses of approximately $75 million;

•The consolidation of Knoll results for the entirety of the first quarter of fiscal 2023, which increased Operating expenses by $50 million;

•The impact of an extra week in the first quarter of fiscal 2023, which increased Operating expenses by approximately $13 million;

•Studio costs, which increased by approximately $10 million, related to the expansion of physical store locations within the Global Retail segment; and

•Warranty costs, which increased by approximately $8 million in the year driven primarily by a favorable adjustment to the general accrual in the prior year that did not re-occur in the current period and increased warranty expenses in the current year within the Americas segment.

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Other Income/Expense

Net other expenses for fiscal 2023 were $70.9 million compared to $48.4 million in fiscal 2022. Other income/expense in the twelve months ended May 28, 2022 included a loss on extinguishment of debt of approximately $13.4 million which represented the premium on early debt redemption. This was offset by increased Interest expense of $36.2 million as compared to the same period of the prior year, driven by higher levels of debt and increased interest rates as compared to the same period of the prior year.

Income Taxes

See Note 11 of the Consolidated Financial Statements for additional information.

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Operating Segments Results

The business is comprised of various operating segments as defined by U.S. GAAP. These operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The segments identified by the Company include Americas Contract, International Contract & Specialty, and Global Retail. The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. Effective as of May 29, 2022, the start of fiscal year 2023, the Company implemented an organizational change that resulted in a change in the reportable segments.The Company has recast historical results to reflect this change. For descriptions of each segment, refer to Note 14 of the Consolidated Financial Statements.

The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.

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Americas Contract ("Americas")

(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$2,026.1$1,929.1$97.0
Gross margin611.2493.1118.1
Gross margin %30.2%25.6%4.6%
Operating earnings (loss)99.6(24.0)123.6
Operating earnings %4.9%(1.2)%6.1%

Net sales increased 5.0%, or 0.3%(*) on an organic basis, over the prior year due to:

•Price increases, net of incremental discounting, of approximately $200 million; and

•An increase in sales of $74 million due to the Knoll acquisition that was completed on July 19, 2021. The increase represents the impact of consolidating Knoll results for the entirety of the first quarter of fiscal 2023.

•An increase of approximately $27 million related to the additional week in the first quarter; offset in part by

•The unfavorable impact of foreign currency translation which decreased sales by approximately $6 million; and

•Decreased sales volume of approximately $199 million, which was driven by the impact of a challenging macro-economic environment compounded by pandemic-driven pent-up demand at the start of the prior year.

Operating earnings increased $123.6 million compared to the same period of the prior year due to:

•Increased gross margin of $118.1 million due to the increase in net sales discussed above and an increase in gross margin percentage of 460 basis points. The increase in gross margin percentage was due primarily to:

◦The impact of incremental list price increases, net of contract price discounting, that increased gross margin percentage by 800 basis points; and

◦Amortization of purchased intangibles related to the Knoll acquisition recorded in the prior year that did not occur in the current period. These increases were offset in part by higher commodity and labor costs that decreased gross margin percentage by 320 basis points.

◦Realization of incremental synergies realized in fiscal year 2023 associated with the Knoll acquisition. Partially offset by;

•Decreased operating expenses of $5.5 million. The following factors contributed to the change:

◦Lower amortization and deal and integration charges of $36 million.

◦A decrease in variable based compensation and benefits of $18 million.

◦A decrease in technology program costs of approximately $10 million, Partially offset by;

◦Increased restructuring expenses of approximately $23 million related to voluntary and involuntary reductions in the Company's workforces.

◦An increase of approximately $20 million from consolidating Knoll results for the entirety of the first quarter of fiscal 2023.

◦An increase of approximately $14 million related to the impairment of the Knoll Product trade name.

◦An increase of approximately $6 million related to the additional week in the first quarter of fiscal 2023.

◦The remaining difference is due to a decrease in marketing spend and costs related to product development, incremental savings realized through synergies associated with the Knoll acquisition, offset in part by increased warranty expense in the current year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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International Contract and Specialty ("International & Specialty")

(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$1,017.3$928.5$88.8
Gross margin424.3372.651.7
Gross margin %41.7%40.1%1.6%
Operating earnings98.669.928.7
Operating earnings %9.7%7.5%2.2%

Net sales increased 9.6%, or 7.0%(*) on an organic basis, over the prior year due to:

•An increase in sales of $56 million due to the Knoll acquisition that was completed on July 19, 2021. The increase represents the impact of consolidating Knoll results for the entirety of the first quarter of fiscal 2023; and

•Increased sales volume of approximately $43 million; and

•Price increases, net of incremental discounting of $22 million; and

•The positive impact of the additional sales from the additional week in the first quarter of $12 million. Offset in part by;

•Unfavorable foreign currency translation, which reduced sales by approximately $43 million.

Operating earnings increased $28.7 million, or 41.1%, compared to the prior year due to:

•Increased gross margin of $51.7 million due to the increase in sales explained above as well as increased gross margin percentage of 160 basis points due primarily to the leverage of fixed costs on higher sales volume as well as from the impact of amortization of purchased intangibles related to the Knoll acquisition recorded in the prior year that did not occur in the current period; offset in part by

•Increased operating expenses of $23.0 million driven primarily from consolidating Knoll results for the entirety of the first quarter of fiscal 2023, the impact of the additional week in the current period as compared to the prior year, partially offset by the favorable impact of foreign currency translation of $7.7 million and lower amortization and acquisition related deal and integration charges as compared to the same period of the prior year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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Global Retail

(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$1,043.7$1,088.4$(44.7)
Gross margin394.5487.0(92.5)
Gross margin %37.8%44.7%(6.9)%
Operating (loss) earnings(15.5)134.5(150.0)
Operating earnings %(1.5)%12.4%(13.9)%

Net sales decreased 4.1% as reported and 5.1%(*) on an organic basis, over the prior year due to:

•Decreased sales volumes of approximately $79 million which were driven primarily by changes in customer spending trends;

•Decreased sales in the Fully business of $8 million year over year due to changing demand patterns for Fully product which led to the closure of Fully in the third quarter of fiscal 2023; and

•The unfavorable impact of foreign currency translation, which decreased sales by approximately $27 million. Partially offset by;

•An increase in sales of $31 million due to the Knoll acquisition that was completed on July 19, 2021. The increase represents the impact of consolidating Knoll results for the entirety of the first quarter of fiscal 2023;

•Incremental price increases, net of discounting, of approximately $24 million; and

•The positive impact of additional sales from the extra week in fiscal 2023 of $14 million.

Operating earnings decreased $150.0 million over the prior year due to:

•Decreased gross margin of $92.5 million driven by:

◦Decrease in net sales discussed above as well as decreased gross margin percentage of 690 basis points attributable to the impact of impairment of inventory associated with the decision to cease operating Fully as a stand-alone brand;

◦The unfavorable impact of higher commodity and inventory storage costs;

◦Unfavorable changes in product mix, partially offset in part by the favorable impact of pricing; and

•Increased operating expenses of $57.5 million driven primarily by:

◦Consolidating Knoll results for the entirety of the first quarter of fiscal 2023;

◦Charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand;

◦The impact of the additional week in the current period as compared to the prior year; and

◦Increased costs associated with retail studio locations and digital and technology program costs. These expenses were offset in part by reduced costs associated with variable based compensation and the realization of incremental synergies in fiscal year 2023 associated with the Knoll acquisition.

Corporate

Corporate unallocated expenses totaled $60.4 million for fiscal 2023, a decrease of $80.2 million from fiscal 2022. The decrease was driven primarily by a decrease in deal and integration costs related to the Knoll acquisition of $87.5 million.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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Liquidity and Capital Resources

The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.

Fiscal Year Ended
(In millions)20232022
Cash provided by (used in):
Operating activities$162.9$(11.9)
Investing activities(76.5)(1,172.4)
Financing activities(86.8)1,039.9
Effect of exchange rate changes(6.4)(21.7)
Net change in cash and cash equivalents$(6.8)$(166.1)

Cash Flow — Operating Activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended June 3, 2023 totaled $162.9 million, as compared to cash used of $11.9 million in the twelve months ended May 28, 2022. The increase in cash inflow is due primarily to an increase in earnings of $65.8 million in the current year compared to the prior year as well as a reduction in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•The timing of collection of our receivables;

•The timing of of planned promotional events in the Retail segment;

•Customer demand trends for in-stock products;

•Changes in supply chain lead times; and

•Timing of spending commitments and payments of our accounts payable, accrued expenses, accrued compensation and related benefits.

Cash Flow — Investing Activities

Cash used in investing activities for the twelve months ended June 3, 2023 was $76.5 million, as compared to $1,172.4 million in the twelve months ended May 28, 2022. The decrease in cash outflow in the current year, compared to the prior year, was primarily due to the acquisition of Knoll, which drove a cash outflow, net of cash acquired, of $1,088.5 million in the prior year period. Capital expenditures for the current year were $83.3 million as compared to $94.7 million in the prior year. In the twelve months ended June 3, 2023, we were advanced $13.5 million of cash against the value of company owned life insurance policies.

At the end of the fiscal 2023, there were outstanding commitments for capital purchases of $44.8 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2024 to be between $80 million and $100 million, which will be primarily related to investments in the Company's facilities and equipment, investments to achieve costs synergies related to the Knoll acquisition, and investments associated with achieving the Company's sustainability goals.

Cash Flow — Financing Activities

Cash used in financing activities for the twelve months ended June 3, 2023 was $86.8 million, compared to cash provided by financing activities of $1,039.9 million in the twelve months ended May 28, 2022. The primary driver of the use of cash in fiscal 2023 was net payments on the revolving credit facility and long term debt of $12.6 million. In fiscal 2022, the net source of cash related to net borrowings of $1,007.0 million under the credit agreement the Company entered into in connection with the acquisition of Knoll as well as net proceeds from the credit facility and long term debt of $124.9 million.

Sources of Liquidity

In addition to steps taken to protect its workforce and manage business operations, the Company has taken actions to safeguard its capital position in the current environment. The Company is closely managing spending levels, capital investments, and working capital.

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The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of fiscal 2023, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities, cash and cash equivalents and short-term investments. These sources have been summarized below. For additional information, refer to Note 6 to the Consolidated Financial Statements.

(In millions)June 3, 2023May 28, 2022
Cash and cash equivalents$223.5$230.3
Availability under revolving lines of credit(1)284.2296.6
Total liquidity$507.7$526.9

(1) Available access to our revolving line of credit is subject to covenant restrictions outlined in our credit agreement.

Of the cash and cash equivalents noted above at the end of fiscal 2023, the Company had $202.5 million of cash and cash equivalents held outside the United States.

The Company’s revolving line of credit, which matures in July, 2026, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of June 3, 2023, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $426.7 million with available borrowings against this facility of $284.2 million.

The Company intends to repatriate $169.4 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $5.8 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $169.4 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $282.2 million on June 3, 2023.

The Company believes cash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to fund near term and foreseeable future business operations, capital needs, future dividends and share repurchases, subject to financing availability in the marketplace.

Contingencies

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 13 of the Consolidated Financial Statements for more information relating to contingencies.

Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended June 3, 2023, contained 53 weeks and the fiscal years ended May 28, 2022 and May 29, 2021 contained 52 weeks. The first quarter of fiscal 2023 contained 14 weeks while the first quarter of fiscal year 2022 and 2021 contained 13 weeks.

Contractual Obligations

Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 6 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 7 of the Consolidated Financial Statements.

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Payments due by fiscal year
(In millions)Total20242025-20262027-2028Thereafter
Short-term borrowings and long-term debt (1)$1,414.4$33.4$87.5$709.2$584.3
Estimated interest on debt obligations (1)163.938.176.244.65.0
Operating leases561.881.5171.4123.9185.0
Purchase obligations91.474.716.7
Pension and other post employment benefit plans funding (2)5.24.70.10.10.3
Stockholder dividends (3)14.514.5
Other (4)6.90.81.41.23.5
Total$2,258.1$247.7$353.3$879.0$778.1

(1) Includes the current portion of long-term debt. Contractual cash payments on long-term debt obligations are disclosed herein based on the amounts borrowed as of June 3, 2023 and the maturity date of the underlying debt. Estimated future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as of June 3, 2023. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.

(2) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of June 3, 2023, the total projected benefit obligation for our domestic and international employee pension benefit plans was $199.8 million.

(3) Represents the dividend payable as of June 3, 2023. Future dividend payments are not considered contractual obligations until declared.

(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Critical Accounting Policies and Estimates

Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.

We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Business Combinations

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to:

•future expected cash flows from acquired customer relationships and trade names,

•assumed royalty rates that could be payable if we did not own the trademarks, and

•discount rates

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During fiscal 2022, management considered the acquisition of Knoll a material acquisition. There were no material acquisitions during fiscal 2023 or fiscal 2021. See Note 3 to the Consolidated Financial Statements for more information.

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Goodwill and Indefinite-lived Intangibles

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.

Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At June 3, 2023 and May 28, 2022, we had goodwill recorded within the Consolidated Balance Sheets of $1,221.7 million and $1,226.2 million, respectively.

During the third quarter of fiscal year 2023, the Company assessed changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. Although our annual impairment test is performed during the fourth quarter, we perform this qualitative assessment each interim reporting period.

While there was no single determinate event, the consideration in totality of several factors that developed during the third quarter of fiscal year 2023 led us to conclude that it was more likely than not that the fair value of the Global Retail reporting unit was below its carrying amount. These factors included: (i) the decision to discontinue stand-alone operations of the Fully brand and (ii) the assessment of our third quarter results, for which the performance of the Global Retail reporting unit was below management's expectations.

Accordingly, the Company performed an interim quantitative impairment analysis as of March 4, 2023 to determine the fair value of the Global Retail reporting unit as compared to the carrying value. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 1% and therefore has a heightened risk of future impairments if any assumptions, estimates or market factors change in the future. In completing the quantitative analysis the fair value was estimated using a discount rate of 11.0% and long-term growth rate of 2.5%.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate.

The Company evaluated the sensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit. Reducing the Global Retail reporting unit's forecasted sales by 5% in all years, and leaving all other assumptions static, would result in an impairment of $26.0 million. A decrease in the operating margin of 100 basis points would result in an impairment of $60.0 million. An increase in the discount rate of 100 basis points would result in an impairment of $46.0 million.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2023. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic

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350): Testing Goodwill for Impairment, as the Company concluded it to be more likely than not that their estimated fair values are greater than their respective carrying values. No goodwill impairment charges were recorded in fiscal 2023, 2022, or 2021.

In instances in which a quantitative assessment is performed, the Company utilizes a weighting of the income approach and the market method to estimate the fair value of each reporting unit. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

•forecasted sales growth rates and operating margins,

•discount rates based on the reporting unit's weighted average cost of capital, and

•revenue and EBITDA of comparable companies

Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At June 3, 2023 and May 28, 2022, the Company held trade name assets with a carrying value of $480.7 million and $501.0 million, respectively.

The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more then likely above its fair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived trade name.

In performing this quantitative assessment, we estimated the fair value using the relief-from-royalty method which requires assumptions related to:

•forecasted sales growth rates,

•assumed royalty rates that could be payable if we did not own the trademark, and

•a market participant discount rate based on a weighted-average cost of capital.

The assumptions used reflect management’s best estimate; however, actual results could differ from our estimates. In completing our annual indefinite-lived trade name impairment test, fair value of the Knoll trade name was estimated using a discount rate of 12.0%, royalty rate of 2.00% and long-term growth rate of 2.5%. The Company’s estimates of the fair value of its Knoll indefinite-lived intangible asset is sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions.

Keeping all other assumptions constant, a 10% decrease in forecasted sales at June 3, 2023 would have resulted in $15.3 million of additional pre-tax impairment charges. Keeping all other assumptions constant, a 100 basis point increase in the discount rate would have resulted in an additional $15.0 million of impairment charges. A decrease in the royalty rate of 25 basis points would result in an additional $20.0 million of impairment charges.

If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record an impairment charge.

Long-lived Assets

The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value.

In the third quarter of fiscal 2023 the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels already existing within the Global Retail business. Management identified this decision as a indicator of impairment, and accordingly recorded impairment of certain long-lived assets within the Fully asset group. Impairment charges of long-lived assets within the Fully business were $21.5 million in fiscal 2023 and

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are recorded within "Impairment charges" within the Consolidated Statements of Comprehensive Income. No other asset groups were identified as having indicators of impairment.

The table below provides information related to the impairment of long-lived assets within the Fully asset group during fiscal 2023.

(In millions)Fully Long-Lived Asset Impairment
Property and equipment$3.8
Right of use assets6.1
Definite lived trade name11.6
Total$21.5

In fiscal 2022 the Company recorded a non-cash impairment charge of $15.5 million related to the discontinued use of a long-lived asset that was a direct result of integration activities associated with the Knoll acquisition.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

New Accounting Standards

Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

Forward Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of our acquisition of Knoll, the anticipated impact of the Knoll acquisition on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the Knoll acquisition, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of MillerKnoll or the price of MillerKnoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond MillerKnoll’s control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: general economic conditions; the impact of and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies, and the impact of public health crises, such as pandemics and epidemics; risks related to the additional debt incurred in connection with the Knoll acquisition; MillerKnoll’s ability to comply with its debt covenants and obligations; the risk that the anticipated benefits of the Knoll acquisition will be more costly to realize than expected; the effect of the announcement of the Knoll acquisition on the ability of MillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom MillerKnoll does business, or on MillerKnoll’s operating results and business generally; the ability to successfully integrate Knoll’s operations; the ability of MillerKnoll to implement its plans, forecasts and other expectations with respect to MillerKnoll’s business after the completion of the Knoll acquisition and realize expected synergies; business disruption following the Knoll acquisition; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or governmental audits or investigations. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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FY 2022 10-K MD&A

SEC filing source: 0000066382-22-000046.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-07-26. Report date: 2022-05-28.

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the issues discussed in Management's Discussion and Analysis in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.

Executive Overview

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.

In July 2021, the Company finalized the acquisition of Knoll, Inc. (“Knoll”) in a cash and stock transaction valued at approximately $1.8 billion. On November 1, 2021, Herman Miller, Inc. changed its name to MillerKnoll, Inc., and the company began trading on the Nasdaq Global Select Market under the symbol MLKN.

MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing operations are in Connecticut, Illinois, Georgia, New York, North Carolina, Michigan, Pennsylvania, Texas, and Wisconsin in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, Mexico, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll 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. These factors result in a high rate of inventory turns related to our manufactured inventories.

A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based .

A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Design Within Reach ("DWR"), HAY, and Herman Miller retail operations. The Global Retail business provides a channel to bring MillerKnoll's iconic and design-centric products to retail customers, along with other proprietary and third-party products, with a focus on modern design. The Company continues to transform its Global Retail business through store expansion & fleet optimization, which will be complemented by continued focus on assortment expansion (including proprietary and exclusive products), the launch of new eCommerce sites and ongoing digital optimization of existing eCommerce sites and marketing programs.

The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:

•Americas Contract — Includes the operations associated with the design, manufacture, and sale of furniture and textile products for work-related settings, including office, healthcare, and educational environments, throughout North America and South America. In addition to the Herman Miller brand, naughtone brand, and the DWR Contract business, this segment includes the operations associated with the design, manufacture, and sale of high-craft furniture products and textiles including Geiger wood products, Maharam textiles, and Herman Miller Healthcare.

•International Contract — Includes the operations associated with the design, manufacture, and sale of furniture products, primarily for work-related settings in Europe, the Middle East and Africa ("MEA") and Asia-Pacific including products from Colebrook Bosson Saunders (“CBS”), naughtone, and HAY.

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•Global Retail — Includes the operations associated with the sale of modern design furnishings and accessories direct to consumer sales through eCommerce, DWR stores and outlets, Herman Miller stores, and HAY stores, as well as to third-party retailers.

•Knoll — Includes the global operations associated with the design, manufacture, and sale of furniture products within the legacy Knoll brands, which includes Knoll, Datesweiser, Edelman Leather, Fully, Holly Hunt, KnollTextiles, Muuto, and Spinneybeck|FilzFelt.

The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.

Core Strengths

The Company relies on the following core strengths in delivering solutions to customers:

•Portfolio of Leading Brands and Products - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach, Edelman Leather, Fully, Geiger, HAY, Holly Hunt, Maars Living Walls, Maharam, Muuto, naughtone, and Spinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

•Problem-Solving Design and Innovation - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.

•Operational Excellence - The Company was among the first in the industry to embrace the concepts of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

•Omni-ChannelReach - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies.

•Global Scale - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.

Channels of Distribution

The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:

•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a network of independently owned and operated contract furniture dealerships doing business in many countries around the world. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.

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•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.

•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, DWR, HAY and Fully websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.

•Wholesale – Through both the Global Retail and Knoll segments, certain of the Company's products are sold on a wholesale basis to third-party retailers located in various markets around the world.

•Retail Locations - As of May 28, 2022, the Company operated 70 retail studios (including 35 operating under the DWR brand, 7 under the HAY brand, 22 Herman Miller stores, 2 Muuto stores, 3 Knoll stores and a multi-brand Chicago store). The business also operates 3 outlet studios.

Challenges Ahead

Like all businesses, the Company is faced with a host of challenges and risks. The Company believes its core strengths and values, which provide the foundation for its strategic direction, have prepared the Company to respond to the inevitable challenges it will face in the future. While the Company is confident in its direction, it acknowledges the risks specific to our business and industry. Refer to Item 1A for discussion of certain of these risk factors and Item 7A for disclosures of market risk.

Areas of Strategic Focus

Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes five key focus areas:

Bring MillerKnoll to Life

We are following a detailed and deliberate plan to bring the best of all our brands together to create MillerKnoll, enabling us to achieve our purpose of design for the good of humankind as we remake modern for the 21st century. Our priorities include establishing and building the MillerKnoll culture; delivering on our synergy commitments of $100 million in annual run-rate savings by the end of year two post-acquisition and $120 million in run-rate savings by the end of year three; successfully executing our integration plans and initiatives; cultivating and enabling a strong global dealer network; and establishing worldwide supply chain and manufacturing capabilities to effectively serve our customers across all our channels.

Build a Customer-Centric, Digitally Enabled Business Model

Building a customer-centric and digitally enabled business model is foundational to bringing MillerKnoll to life and encompasses both our internal technology foundation and our digital go-to-market capabilities. Our goals include integrating our MillerKnoll systems and processes, shifting to a simpler systems architecture, serving our customers around the world through global eCommerce capabilities, harnessing data to enable our teams to make effective and timely decisions, and accelerating global automation and manufacturing 4.0 initiatives to improve the employee experience and increase accuracy, quality, and performance. With the launch of our MillerKnoll dealer network in North America, we expanded access to our proprietary end-to-end digital solution that makes it easier for our dealers to respond to customer requests faster with differentiated solutions, and we’re looking forward to bringing this to our international cross-selling dealers later this year.

Accelerate Profitable Growth

We believe there is opportunity for meaningful growth in each of our business segments and MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities. To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation and design excellence; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the Americas Contract business to lead; drive outsized growth in International Contract; and continue transforming our Global Retail business.

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Attract, Develop, and Retain World-Class Talent

In creating MillerKnoll, we created the most talented team in the industry. We are committed to nurturing this distinct competitive advantage and will create a premiere employee experience while continuing to invest in our people so they can do their best work every day. Our priorities include enabling a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.

Reinforce Our Commitment to Our People, Our Planet, and Our Communities

Our legacy of corporate social responsibility is deeply ingrained in our culture and is shared across all our brands. We will continue to reinforce our commitment to our people, planet, and communities in integrated and deliberate ways. We intend to hold ourselves accountable for forward progress against our diversity, equity, and inclusion initiatives, building on the foundation of the 10 DEI actions we announced in 2020; progress on our 2030 sustainability goals, which we introduced in April 2022; be a force for good in our communities worldwide; and elevate our Better World commitments by developing common metrics and regularly sharing our progress internally and externally.

The Company believes its strategy continues to respond well to current and future realities in its markets. The Company's strategic priorities are aimed at creating a sustainable and diverse revenue model that puts the customer at the center of everything we do and leverages enabling digital capabilities to fully realize that vision.

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Business Overview

The following is a summary of the significant events and items impacting the Company's operations for the year ended May 28, 2022:

•On July 19, 2021, the Company completed the acquisition of Knoll, Inc. (“Knoll"), a leader in the design, manufacture, marketing, and sale of high-end furniture products and accessories for workplace and residential markets. The acquisition date fair value of the consideration transferred for Knoll was approximately $1,887.3 million, which was comprised of cash of $1,176.6 million and $710.7 million of Knoll stock that was converted into Company awards. The Company funded the acquisition through cash on-hand and debt proceeds. The Company ended the fiscal year with total debt of $1,427.9 million. The Company has included the financial results of Knoll in the consolidated financial statements from the date of acquisition.

•Net sales were $3,946.0 million, representing an increase of 60.1% when compared to the prior year. The increase in net sales was driven primarily by the consolidation of Knoll results from the date of acquisition of July 19, 2021, as well as from growth in the Americas Contract, Global Retail and International Contract segments. On an organic basis, net sales were $2,799.3 million(*), representing an increase of 13.6% when compared to the prior year.

•Gross margin was 34.3% as compared to 38.6% in the prior year. The change in gross margin was primarily driven by inflationary pressures on commodities, freight, and production costs; increased labor costs; and charges related to the purchase accounting effects of the Company's acquisition of Knoll. The decrease in margin was offset in part by price increases implemented at various points throughout the fiscal year.

•Operating expenses increased by $594.3 million or 82.7% as compared to the prior year. Operating expenses in fiscal year 2022 included $125 million of transaction and integration related costs associated with the Knoll acquisition and $51 million of charges related to the amortization of purchased intangible assets in the acquisition. After excluding the impact of purchase accounting amortization and the transaction and integration related costs, the addition of Knoll increased operating expenses by $348.4 million.

•The integration of the Knoll acquisition continues to progress as planned. We made good progress implementing cost synergies throughout the fiscal year, having achieved total annualized run-rate savings of $66 million by the end of the fourth quarter. This has us on track to deliver against our stated goal of achieving annualized cost synergies of $120 million within three years of closing.

•The effective tax rate was (130.1)% for fiscal 2022 compared to 21.2% for the prior year.

•Diluted earnings per share for the full year totaled a loss per share of $0.37 compared to an earnings per share of $2.94 last year. On an adjusted basis(*), diluted earnings per share totaled $1.92 in fiscal 2022 compared to $3.07 in fiscal 2021.

•The Company declared cash dividends of $0.75 per share compared to $0.56 per share in the prior year.

The following summary includes the Company's view on the economic environment in which it operates:

•The Company's Global Retail segment supports a range of furniture categories aimed at the home environment. Several of these categories, including Seating and Dining, Upholstery, Storage, Gaming, and Accessories saw a ramp-up in sales during fiscal 2022. The workspace category experienced a decline in sales volume within the Global Retail segment, driven by shifting consumer spending patterns.

•While customer demand was strong across segments throughout fiscal 2022, the Company’s results were impacted by global supply chain and labor shortages as well as inflationary pressures, especially steel, freight, fuel costs, and production labor. The Company took a variety of actions to offset the impact of these pressures, including price increases, supplier diversification, shifting production across manufacturing facilities, and hiring and retention initiatives to increase production staffing. These actions have helped mitigate some of the impact of these pressures. As of May 28, 2022 lead times on the majority of new orders have returned to near normal levels and staffing levels have stabilized. The Company is continuing to carefully monitor these macroeconomic indicators and will respond accordingly as circumstances warrant.

•The Company is monitoring the ongoing war in Ukraine. The Company stopped fulfilling orders in Russia and Belarus in compliance with economic sanctions from the United States, European Union, and the United Kingdom.

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•The Company continues to navigate the impact of global tariffs. The Company believes, based upon existing circumstances, that pricing, strategic sourcing actions and profit optimization initiatives have fully offset the current level of tariffs imposed on imports from China.

•The Company's financial performance is sensitive to changes in certain input costs, including steel and steel component parts. The market price of steel in the fourth quarter of fiscal 2022 was higher than the same period of the prior year and negatively impacted consolidated results on a year-over-year basis. The price of steel unfavorably impacted consolidated gross margin in the fourth quarter of fiscal 2022. However, ongoing cost reduction initiatives and price increases are expected to help offset these pressures over time.

The remaining sections of Item 7 include additional analysis of the fiscal year ended May 28, 2022, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2021 performance compared to our fiscal 2020 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 29, 2021.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

COVID-19 Update

The Company continues to respond to the challenges brought about by the COVID-19 pandemic. Demand for certain of the Company's products and services, particularly in the Contract channel of the business, has been negatively impacted. We believe the investments we’ve made in people, technology, and products have positioned us well to capitalize on emerging opportunities as our customers' needs have changed throughout the COVID-19 pandemic. This has allowed our Retail business to take advantage of companies moving towards hybrid working arrangements as well as "home is my castle" trends as consumers are focusing on and upgrading their broader home environments. Despite this, the duration of the pandemic, supply chain constraints, future demand for our products, and related impacts remain difficult to estimate.

Employee Safety and Health

The health and well-being of our employees remains top of mind. We continue to take a regional approach to restrictions based on active COVID-19 case levels and recommendations from local health authorities. Where needed, we employ a variety of other safety measures including domestic and international travel restrictions, extensive cleaning protocols, temperature and health screenings, personal protective equipment, and visitor safety guidelines that align with current recommendations. We continue to encourage vaccinations with our employees.

Federal Contractor Vaccine Mandate

On September 9, 2021, President Biden signed Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors (Order). The Order directs various executive departments and agencies to contractually obligate federal contractors and their subcontractors to comply with certain workplace safety standards concerning COVID-19. To implement the Order, the Safer Federal Workforce Task Force issued its COVID-19 Workplace Safety Guidance for federal contractors on September 24, 2021. Through a series of subsequent orders and memoranda, the Federal Acquisition Regulation Council and other federal agencies published their own instructions for implementation of the Order by federal contractors and their subcontractors. In December 2021, a federal court in Georgia enjoined requirements of the Order. Since then, other courts have entered similar injunctions. As such, the Order was not in effect as of the end of fiscal 2022.

MillerKnoll is a party to numerous federal government contracts. We took prompt and appropriate steps in preparation for compliance with the Order and are actively monitoring the status of the pending litigation related to the Order, as well as the impact of such challenges on our obligations under the mandate.

Customer Focus

We remain uniquely positioned to serve our customers through multiple channels with a comprehensive portfolio of products. As our customers develop their post-pandemic work plans, there is a notable shift to work being done from a number of places. We are an advocate that work can happen anywhere. The office is not going away; rather, it is a re-imagined purposeful space. We are taking a human-centered, people first approach to space. We are uniquely equipped with the expertise to help customers build healthy and inspirational spaces in their offices and home. We are committed to inclusive design and believe that a hybrid environment can deliver inclusive, flexible experiences.

Our focus and digital investments in our retail business continue to pay off as we meet customers where they are looking to do business with us. We have begun to offer products from MillerKnoll brands across multiple websites. Investments in our retail

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operations and systems are making it easier for customers to do business with us, we are introducing new and enhanced eCommerce sites globally, and social media and email marketing continue to drive conversion.

We also are continuing to invest in brick-and-mortar retail spaces that allow our customers to experience our products firsthand. Our global fleet of stores, studios, and showrooms continues to be a strong customer acquisition tool, bringing new customers to our brands around the world.

Manufacturing and Retail Operations

Current labor and supply chain constraints have put pressure on the ability of our manufacturing operations to increase capacity as order volume has increased; however, we are making strong progress towards returning to previous lead times and reliability across MillerKnoll.

Following new guidance from the CDC, our U.S.-based operations recently lifted all COVID-19 restrictions due to low community levels of spread. We are carefully monitoring and adapting to local guidance from government and health authorities in other regions around the world and will continue to adapt as conditions evolve.

Cost Reductions

In fiscal 2020, in response to the COVID-19 pandemic, the Company implemented a range of actions aimed at temporarily reducing costs and maintaining liquidity. These actions included voluntary and involuntary workforce reductions, a 10% reduction in cash compensation for a majority of the Company's salaried workforce and an additional 15% salary deferral of the Company's executive leadership team. Additionally the Company temporarily suspended the quarterly dividend payout and certain employer-paid retirement contributions, compensation increases and cash incentive bonus programs.

In fiscal 2021, the Company made the decision to move forward with several restorative actions. This included eliminating the 10% reduction in compensation, the introduction of a modified bonus program and re-establishing a quarterly cash dividend program. In addition, the Company reinstated the previously suspended employer-paid retirement plan contributions in the fourth quarter of fiscal 2021, and elected to make a catch-up contribution for the employer-paid retirement plan contributions that were suspended for a majority of fiscal 2021. The Company will continue to evaluate further ways to manage costs in line with business performance.

Change in Accounting Principle

In the fourth quarter of fiscal 2022, we elected to change our method of accounting for the cost of certain inventories within our Americas segment from the last-in, first-out method (“LIFO”) to first-in, first-out method (“FIFO”). With this change there are no longer any inventories accounted for under the LIFO method. We have retrospectively adjusted the Consolidated Financial Statements for all periods presented to reflect this change. See Note 1, Significant Accounting and Reporting Policies for the impact this retrospective change in the method of valuing inventories made on the Consolidated Balance Sheets for the periods presented.

Reconciliation of Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented.

The non-GAAP financial measures referenced within this presentation include: Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), and Organic Growth (Decline).

Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of purchased intangibles, acquisition and integration charges, debt extinguishment charges, restructuring expenses, other special charges or gains and the related tax effect of these adjustments. These adjustments are described further below.

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Adjusted Operating Earnings (Loss) represents reported operating earnings plus acquisition and integration charges, amortization of purchased intangibles, restructuring expenses and other special charges or gains. These adjustments are described further below.

Organic Growth represents the change in sales and orders, excluding currency translation effects and the impact of acquisitions and divestitures.

•Amortization of purchased intangibles: Includes expenses associated with the amortization of inventory step-up and amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of purchased intangibles, including the fair value adjustment to inventory, as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

•Acquisition and integration charges: Includes costs related directly to the Knoll acquisition including legal, accounting and other professional fees as well as integration-related costs. Integration-related costs include severance, accelerated stock-based compensation expenses, asset impairment charges, and other cost reduction efforts or reorganization initiatives.

•Debt extinguishment charges: Includes expenses associated with the extinguishment of debt as part of financing the Knoll acquisition. We excluded these items from our non-GAAP measures because they relate to a specific transaction and are not reflective of our ongoing financial performance.

•Gain on sale of dealer: Includes the gain recorded on the divestiture of an owned dealership.

•Legal settlement gain: Includes the gain recorded on the settlement of a legal matter in fiscal 2021.

•Restructuring expenses: Include actions involving facilities consolidation and optimization, targeted workforce reductions, and costs associated with an early retirement program.

•Special charges: Includes certain costs arising as a direct result of the COVID-19 pandemic, and retroactive payments related to reinstated employee benefits made in the prior year. Retroactive payments related to reinstated employee benefits were an adjustment to Operating Earnings and Earnings Per Share in the fourth quarter of fiscal 2021, but not for the full year.

•Tax related items: We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.

Tables below summarize select financial information, for the periods indicated, related to each of the Company’s reportable segments. The Americas Contract segment includes the operations associated with the design, manufacture, and sale of furniture products for work-related settings, including office, education, and healthcare environments, throughout the United States, Canada and Latin America. Americas Contract also includes the operations associated with the design, manufacture, and sale of high-craft furniture products and textiles including Geiger wood products, Maharam textiles, naughtone and Herman Miller Healthcare products. The International Contract segment includes the operations associated with the design, manufacture, and sale of furniture products, primarily for work-related settings, in the European, Middle East and Asia-Pacific geographic regions. The Global Retail segment includes the global operations associated with the sale of modern design furnishings and accessories to third party retail distributors, as well as direct to consumer sales through eCommerce and Design Within Reach, HAY, and Herman Miller retail stores and studios. The Knoll segment includes the global operations associated with the design, manufacture, and sale of furniture products within the Knoll constellation of brands. Corporate costs represent unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs.

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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):

May 28, 2022
Americas ContractInternational ContractGlobal RetailKnollIntersegment EliminationTotal
Net sales, as reported$1,444.9$483.2$856.8$1,188.5$(27.4)$3,946.0
% change from PY11.0%21.0%12.1%N/AN/A60.1%
Adjustments
Acquisitions(1,188.5)27.4(1,161.1)
Currency Translation Effects (1)(1.0)8.47.014.4
Organic net sales$1,443.9$491.6$863.8$$$2,799.3
% change from PY11.1%23.1%13.0%N/AN/A13.6%
May 29, 2021
Americas ContractInternational ContractGlobal RetailKnollIntersegment EliminationTotal
Net sales, as reported$1,301.3$399.5$764.3$$$2,465.1
Adjustments
Acquisitions
Dealer Divestitures(1.9)(1.9)
Organic net sales$1,299.4$399.5$764.3$$$2,463.2

(1) Currency translation effects represent the estimated net impact of translating current period sales using the average exchange rates applicable to the comparable prior year period

The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:

May 28, 2022May 29, 2021
(Loss) Earnings per Share - Diluted$(0.37)$2.94
Add: Amortization of purchased intangibles0.87
Add: Acquisition and integration charges1.710.17
Add: Special Charges(0.01)0.02
Add: Restructuring Charges0.03
Add: Debt extinguishment0.18
Less: Gain on legal settlement(0.08)
Less: Gain on sale of dealer(0.03)
Tax impact on adjustments(0.43)(0.01)
Adjusted Earnings per Share - Diluted$1.92$3.07
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted73,160,21259,389,598

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Financial Results

The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:

(Dollars in millions)Fiscal 2022Fiscal 2021% Change
Net sales$3,946.0$2,465.160.1%
Cost of sales2,593.31,514.071.3%
Gross margin1,352.7951.142.2%
Operating expenses1,312.9718.682.7%
Operating earnings39.8232.5(82.9)%
Other expenses, net48.44.21,052.4%
(Loss) earnings before income taxes and equity income(8.6)228.3(103.8)%
Income tax expense11.148.3(77.0)%
Equity income from nonconsolidated affiliates, net of tax0.3(100.0)%
Net (loss) earnings(19.7)180.3(110.9)%
Net earnings attributable to redeemable noncontrolling interests7.45.729.8
Net (loss) earnings attributable to MillerKnoll, Inc.$(27.1)$174.6(115.5)%

The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:

Fiscal 2022Fiscal 2021
Net sales100.0%100.0%
Cost of sales65.761.4
Gross margin34.338.6
Operating expenses33.329.2
Operating earnings1.09.4
Other expenses, net1.20.2
(Loss) earnings before income taxes and equity income(0.2)9.3
Income tax expense0.32.0
Equity income from nonconsolidated affiliates, net of tax
Net (loss) earnings(0.5)7.3
Net earnings attributable to redeemable noncontrolling interests0.20.2
Net (loss) earnings attributable to MillerKnoll, Inc.(0.7)7.1

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Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.

Net sales increased $1,480.9 million or 60.1% compared to the prior year fiscal period. The following items primarily contributed to the change:

•Increase of $1,161.1 million due to the acquisition of Knoll.

•List price increases, net of incremental discounting, of approximately $55 million.

•Increased sales volume within the Americas Contract segment of approximately $101 million, driven by continued improvement in the demand environment as organizations accelerated their return to the workplace.

•Increased sales volume within the International Contract segment of approximately $100 million, which was driven by growth from both local customers and global corporate accounts.

•Increased sales volume within the Global Retail segment of approximately $78 million, driven by investments made to strengthen operational foundations, efforts to drive new customer acquisition, and actions to increase sales channels, brands, price points, and overall assortment available for customers.

•Foreign currency translation had a negative impact on Net sales of approximately $14 million.

Gross Margin

Gross margin was 34.3% for fiscal 2022 as compared to 38.6% for fiscal 2021. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:

•Cost pressures from commodities, freight, and product distribution costs had a negative impact on gross margin of approximately 330 basis points.

•Increased labor costs, including the impact of benefits reinstated at the end of the last fiscal year, had a negative impact on margin of approximately 70 basis points.

•Amortization of purchased intangibles related to the Knoll acquisition had a negative impact on gross margin of approximately 30 basis points.

•Price increases offset by discounting helped offset some of these pressures by approximately 90 basis points.

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•Unfavorable channel and product mix contributed to the remaining decrease in gross margin. In the prior year, our business benefited from a relatively high mix of office seating sales as individuals purchased products for home office use during the pandemic. While we continue to realize strong demand for these products in our Retail segment, the mix of these products sold in the current fiscal year was not as high as in the comparable period.

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Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.

Operating expenses increased by $594.3 million or 82.7% compared to the prior year fiscal period. The following factors contributed to the change:

•The acquisition of Knoll during the year had the following impact on operating expenses as compared to the prior year.

◦$125 million of acquisition and integration related charges, which include severance and related charges for employee separations, asset impairment charges and professional fees, and other incremental third-party expenses directly related to the transaction and subsequent integration.

◦$51 million of expenses related to the amortization of purchased intangibles from the Knoll acquisition.

◦Knoll operating expenses, excluding integration related costs incurred by Knoll and amortization of purchased intangibles, contributed $349 million to the increase as compared to the prior year.

•Compensation and benefit costs increased approximately $26 million as compared to the prior year due primarily to the return of certain employee benefits and compensation that were temporarily suspended during portions of the prior year to mitigate the financial impacts of the COVID-19 pandemic as well as from increases in variable-based compensation.

•An increase of $18 million related to the expansion of physical store locations within the Global Retail segment.

•Increased spending in technology and digital tools across the segments, representing an increase of $15 million.

•Increased marketing and selling costs of approximately $10 million, driven by both the Global Retail and Americas segments.

Other Income/Expense

Net other expenses for fiscal 2022 were $48.4 million compared to $4.2 million in fiscal 2021. Other income/expense in the twelve months ended May 28, 2022 included a loss on extinguishment of debt of approximately $13.4 million, which represented the premium on early debt redemption as well as an increase in interest expense of $23.8 million, related to higher levels of debt required to finance the acquisition of Knoll. The impact of net foreign currency transaction losses resulted in an increase in expense of $4.1 million. Each of these items contributed to the increased expense as compared to the same period in the prior year.

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Income Taxes

See Note 11 of the Consolidated Financial Statements for additional information.

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Operating Segments Results

The business is comprised of various operating segments as defined by U.S. GAAP. These operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The segments identified by the Company include Americas Contract, International Contract, Global Retail, and Knoll. The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. Effective as of May 30, 2021, the beginning of fiscal year 2022, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has recast historical results to reflect this change. For descriptions of each segment, refer to Note 14 of the Consolidated Financial Statements.

The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.

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Americas Contract ("Americas")

(Dollars in millions)Fiscal 2022Fiscal 2021Change
Net sales$1,444.9$1,301.3$143.6
Gross margin420.5448.6(28.1)
Gross margin %29.1%34.5%(5.4)%
Operating earnings (loss)44.593.6(49.1)
Operating earnings %3.1%7.2%(4.1)%

Net sales increased 11.0%, or 11.1%(*) on an organic basis, over the prior year due to:

•Increased sales volume of approximately $101 million, due primarily to increased demand as customers implemented return to workplace plans after reduced order volume during the COVID-19 pandemic; and

•The favorable impact of price increases, net of incremental discounting, of approximately $42 million and the favorable impact of foreign currency translation which increased sales by approximately $1 million.

Operating earnings decreased $49.1 million, or 52.5%, over the prior year due to:

•Decreased gross margin of $28.1 million due to a decrease in gross margin percentage of 540 basis points, offset in part by increased sales volumes. The decrease in gross margin percentage was due primarily to the impact of higher commodity, labor, freight, and product distribution costs; and

•Increased operating expenses of $21.0 million driven primarily by increased marketing and selling expenses of approximately $2 million, increased product development expenses of approximately $5 million, increased compensation and benefit expenses of $7 million, and increased expense from digital and technology programs of approximately $9 million.

International Contract ("International")

(Dollars in millions)Fiscal 2022Fiscal 2021Change
Net sales$483.2$399.5$83.7
Gross margin157.5135.921.6
Gross margin %32.6%34.0%(1.4)%
Operating earnings59.348.510.8
Operating earnings %12.3%12.1%0.2%

Net sales increased 21.0%, or 23.1%(*) on an organic basis, over the prior year due to:

•Increased sales volume of approximately $100 million, driven by growth across all geographies within the segment; partially offset by

•Incremental discounting, which reduced sales by $8 million, and the impact of foreign currency translation, which reduced sales by approximately $8 million. The impact of discounting was driven by larger than average project sizes across the business, as well as increased sales volume, as a percentage of total mix, from geographies with generally higher levels of discounting.

Operating earnings increased $10.8 million, or 22.3%, compared to the prior year due to:

•Increased gross margin of $21.6 million due to the increase in sales explained above, offset in part by decreased gross margin percentage of 140 basis points due primarily to increased material, freight and distribution costs, increased levels of discounting, and the unfavorable impact from foreign currency translation; offset by

•Increased operating expenses of $10.8 million driven primarily by increased compensation and benefit costs as well as increased costs associated with product development.

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Global Retail

(Dollars in millions)Fiscal 2022Fiscal 2021Change
Net sales$856.8$764.3$92.5
Gross margin373.0366.66.4
Gross margin %43.5%48.0%(4.5)%
Operating earnings (loss)96.2143.0(46.8)
Operating earnings %11.2%18.7%(7.5)%

Net sales increased 12.1% as reported and 13.0%(*) on an organic basis, over the prior year due to:

•Increased sales volumes of approximately $78 million which were driven primarily by broad growth across the brands and geographies within the segment; and

•Incremental price increases, net of discounting, of approximately $21 million; offset in part by

•The unfavorable impact of foreign currency translation, which decreased sales by approximately $7 million.

Operating earnings decreased $46.8 million over the prior year due to:

•Increased operating expenses of $53.2 million driven primarily by increased studio costs associated with the opening of new locations, increased compensation and benefit costs as certain compensation and benefits suspended in the prior year were returned and higher IT costs driven by increased investments within the Company's digital and eCommerce platforms; offset in part by

•Increased gross margin of $6.4 million due to the increase in sales explained above, offset in part by a decreased gross margin percentage of 450 basis points due primarily to the unfavorable impact of increased freight and product distribution costs, pressure from increased product material costs and unfavorable changes in product mix.

Knoll

(Dollars in millions)Fiscal 2022Fiscal 2021Change
Net sales$1,188.5$$1,188.5
Gross margin401.7401.7
Gross margin %33.8%N/AN/A
Operating (loss) earnings(57.6)(57.6)
Operating earnings %(4.8)%N/AN/A

The Company acquired Knoll on July 19, 2021 and has consolidated the financial results of Knoll from the acquisition date through the period ended May 28, 2022. Knoll contributed $1,161.1 million (net of intersegment elimination) in sales for the year and $401.7 million of gross margin.

Knoll operating loss of $57.6 million for the fiscal year includes the following items:

•$63.4 million related to the impact of amortization of acquisition-related intangible assets; and

•$60.3 million related to integration related costs, which include severance and related charges for employee separations and asset impairment charges.

Corporate

Corporate unallocated expenses totaled $102.6 million for fiscal 2022, an increase of $50.0 million from fiscal 2021. The increase was driven primarily by $57.6 million of integration and transaction costs related to the Knoll acquisition, compared to $11.0 million of integration and transaction costs recorded in the prior year.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

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Liquidity and Capital Resources

The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.

Fiscal Year Ended
(In millions)20222021
Cash (used in) provided by:
Operating activities$(11.9)$332.3
Investing activities(1,172.4)(59.9)
Financing activities1,039.9(347.7)
Effect of exchange rate changes(21.7)17.7
Net change in cash and cash equivalents$(166.1)$(57.6)

Cash Flow — Operating Activities

Cash used in operating activities in fiscal 2022 was $11.9 million, as compared to cash provided of $332.3 million in the prior year. The change in cash from operating activities as compared to the prior year, was primarily due to:

•A decrease in net earnings of $201.7 million largely driven by acquisition and integration related charges of $124.5 million as well as cost pressures from commodities, labor, and freight and product distribution resulting in a lower gross margin percentage; and

•An increase in current assets primarily driven by an increase in accounts receivable of $92.4 million in fiscal 2022 compared to an increase of $14.8 million in fiscal 2021. The increase in accounts receivable is primarily due to timing and increase in sales at the end of fiscal 2022 compared to fiscal 2021;

•An increase of inventory of $166.4 million in fiscal 2022 compared to an increase of $10.4 million in fiscal 2021 due to increased order volumes from the end of fiscal 2021 as well as higher investments in retail inventories made in the current year due to extended supplier and delivery lead times;

•An increase in prepaid taxes of $21.6 million in fiscal 2022 driven by an expected tax benefit for the current year; and

•An increase in accounts payable of $51.5 million in fiscal 2022 compared to an increase of $43.2 million in fiscal 2021 which was a result of timing and increased inventory purchases in fiscal 2022 compared to fiscal 2021.

The increases above were offset by an increase of depreciation and amortization in fiscal 2022 of $40.0 million and $63.4 million, respectively, primarily related to assets purchased as part of the Knoll acquisition as well as an increase in stock based compensation of $22.4 million. The increase in stock based compensation included the impact of accelerated vesting for employee separations associated with the Knoll acquisition.

Cash Flow — Investing Activities

Cash used in investing activities in fiscal 2022 totaled $1,172.4 million compared to $59.9 million in the prior year. The increase in cash outflow in the current year, compared to the prior year, was primarily a result of the following:

•The acquisition of Knoll, which drove a cash outflow, net of cash acquired, of $1,088.5 million; and

•Capital expenditures for the current year were $94.7 million as compared to $59.8 million in the prior year.

These increases were offset by a cash inflow of $7.7 million from the liquidation of previously held short-term investments, as well as proceeds of $2.8 million from the sale of an owned dealership during fiscal year 2022.

At the end of the fiscal 2022, there were outstanding commitments for capital purchases of $53.6 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2023 to be between $150 million and $160 million, which will be primarily related to investments in the Company's facilities and equipment, investments to achieve costs synergies related to the Knoll acquisition, and investments associated with achieving the Company's sustainability goals.

Cash Flow — Financing Activities

Cash provided from financing activities was $1,039.9 million in fiscal 2022 as compared to cash used in financing activities of $347.7 million in fiscal 2021. The increase in cash provided in the current year, compared to the prior year, was primarily due

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to net borrowings of $1,007.0 million from the credit agreement the Company entered into during Q1 and proceeds of $1,026.5 million on the Company's credit facility.

These increases were offset by:

•Payments of $63.4 million related to the extinguishment of the Company's former debt agreement;

•Payments of $13.1 million related to the Company's term loans;

•Payments of $838.5 million on the Company's credit facility compared to $265.0 million in the prior year;

•Dividends paid of $54.5 million in the current year compared to $34.5 million in the prior year; and

•Common stock repurchased of $16.2 million compared to $0.9 million in the prior year.

Sources of Liquidity

In addition to steps taken to protect its workforce and manage business operations, the Company has taken actions to safeguard its capital position in the current environment. The Company is closely managing spending levels, capital investments, and working capital.

In the fourth quarter of fiscal 2020, we temporarily suspended open market share repurchase activity as part of managing cash flows associated with uncertainty caused by the pandemic. Going forward, we are re-establishing our open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.

At the end of fiscal 2022, the Company has access to liquidity through credit facilities, cash and cash equivalents and short-term investments. These sources have been summarized below. For additional information, refer to Note 6 to the Consolidated Financial Statements.

(In millions)May 28, 2022May 29, 2021
Cash and cash equivalents$230.3$396.4
Marketable securities7.7
Availability under revolving lines of credit296.6265.2

Of the cash and cash equivalents noted above at the end of fiscal 2022, the Company had $218.5 million of cash and cash equivalents held outside the United States.

The Company’s revolving line of credit, which matures in July, 2026, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, London Interbank Offered Rate ("LIBOR"), or negotiated terms as outlined in the agreement. See Note 6 for information on the replacement of LIBOR with the Secured Overnight Financing Rate ("SOFR") in our credit agreement.

As of May 28, 2022, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $413.0 million with available borrowings against this facility of $296.6 million.

The Company intends to repatriate $111.1 million in cash held in certain foreign jurisdictions and as such has recorded a deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries of $8.3 million. A significant portion of this cash was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA) one-time U.S. tax liability on undistributed foreign earnings. The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S., which was $331.3 million on May 28, 2022.

The Company believes that its financial resources will allow it to manage the impact of COVID-19 on business operations for the foreseeable future which could include materially reduced revenue and profits. The Company will continue to evaluate its financial position in light of future developments, particularly those relating to COVID-19.

Contingencies

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 13 of the Consolidated Financial Statements for more information relating to contingencies.

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Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal years ended May 28, 2022, May 29, 2021 and May 30, 2020 contained 52 weeks.

Contractual Obligations

Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 6 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 7 of the Consolidated Financial Statements.

Payments due by fiscal year
(In millions)Total20232024-20252026-2027Thereafter
Short-term borrowings and long-term debt (1)$1,427.9$29.4$72.5$735.5$590.5
Estimated interest on debt obligations (1)130.826.452.846.74.9
Operating leases535.395.8166.7112.4160.4
Purchase obligations99.677.621.90.1
Pension and other post employment benefit plans funding (2)12.612.00.20.10.3
Stockholder dividends (3)14.814.8
Other (4)7.50.81.51.33.9
Total$2,228.5$256.8$315.6$896.1$760.0

(1) Includes the current portion of long-term debt. Contractual cash payments on long-term debt obligations are disclosed herein based on the amounts borrowed as of May 28, 2022 and the maturity date of the underlying debt. Estimated future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as of May 28, 2022. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.

(2) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of May 28, 2022, the total projected benefit obligation for our domestic and international employee pension benefit plans was $257.1 million.

(3) Represents the dividend payable as of May 28, 2022. Future dividend payments are not considered contractual obligations until declared.

(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Critical Accounting Policies and Estimates

Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.

We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Business Combinations

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to:

•future expected cash flows from acquired customer relationships and trade names,

•assumed royalty rates that could be payable if we did not own the trademarks, and

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•discount rates

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During fiscal 2022 and fiscal 2020, management considered the acquisition of Knoll and HAY material acquisitions, respectively. There were no material acquisitions during fiscal 2021. See Note 3 to the Consolidated Financial Statements for more information.

Goodwill and Indefinite-lived Intangibles

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.

Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At May 28, 2022 and May 29, 2021, we had goodwill recorded within the Consolidated Balance Sheets of $1,226.2 million and $364.2 million, respectively.

Each of the reporting units were reviewed for impairment using a qualitative assessment as of March 31, 2022. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment, as the Company concluded it to be more likely than not that their estimated fair values are greater than their respective carrying values. In fiscal 2020, the Company recorded $125.5 million in goodwill impairment charges related to both the Global Retail and Maharam reporting units. No impairment charges were recorded in fiscal 2021 or 2022.

In years where a quantitative assessment is performed, the Company utilizes a weighting of the income approach and the market method to estimate the fair value of each reporting unit. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

•actual and forecasted revenue growth rates and operating margins,

•discount rates based on the reporting unit's weighted average cost of capital, and

•revenue and EBITDA of comparable companies

The Company corroborates the reasonableness of the inputs and outcomes of our discounted cash flow analysis through a market capitalization reconciliation to determine whether the implied control premium is reasonable.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate.

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Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At May 28, 2022 and May 29, 2021, we had trade name assets with a carrying value of $501.0 million and $97.6 million, respectively.

The Company evaluates indefinite-lived trade name intangible assets for impairment annually. The Company also tests for impairment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. During fiscal 2020, the Company adjusted the carrying value of all its trade names to fair value, and as a result recognized $53.3 million in non-cash impairment charges on its indefinite-lived trade names. No impairment charges were recorded in fiscal 2021 or 2022.

In fiscal 2022, the Company performed a qualitative assessment to test indefinite-lived intangible assets for impairment for all trade names with the exception of the Company's HAY trade name. A quantitative assessment was performed for the HAY trade name to test the indefinite-lived intangible asset for impairment. Through the performance of this assessment management determined that the fair value of the HAY indefinite-lived trade name was 41% above its carrying value. In performing this quantitative assessment, we estimate the fair value of this intangible asset using the relief-from-royalty method which requires assumptions related to:

•forecasted revenue growth rates,

•assumed royalty rates that could be payable if we did not own the trademark, and

•a market participant discount rate based on a weighted-average cost of capital.

The assumptions above reflect management’s best estimate; however, actual results could differ from our estimates. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment charge.

Long-lived Assets

The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value. In fiscal 2022 the Company recorded a non-cash impairment charge of $15.5 million related to the discontinued use of a long-lived asset that was a direct result of integration activities associated with the Knoll acquisition. No impairment charges were recorded in fiscal 2021 for long-lived assets. During fiscal 2020, the Company adjusted the carrying value of certain right of use assets and other long-lived assets and recognized a non-cash impairment charge of $19.6 million.

The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

New Accounting Standards

Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.

Forward Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of our 2021 acquisition of Knoll, the anticipated impact of the acquisition on the combined Company’s business and future financial and operating results, the expected amount and timing of synergies from the acquisition, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of

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MillerKnoll or the price of MillerKnoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond MillerKnoll’s control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including COVID-19) and epidemics, and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; challenges related to supply chain disruptions and fluctuations in the cost of raw materials, labor, and other production inputs; risks related to the additional debt incurred in connection with our acquisition of Knoll and our ability to comply with our debt covenants and obligations; the risk that the anticipated benefits of the acquisition will be more costly to realize than expected; the effect of the announcement of the acquisition on the ability of MillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom MillerKnoll does business, or on MillerKnoll’s operating results and business generally; the ability to successfully integrate Knoll’s operations; the ability of MillerKnoll to implement its plans, forecasts and other expectations with respect to MillerKnoll’s business after the completion of the acquisition and realize expected synergies; business disruption following the acquisition; general economic conditions; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or governmental audits or investigations. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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