UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~August 231, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-15141

__________________________________________

MillerKnoll, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________


Michigan						38-0837640
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

855 East Main Avenue

Zeeland, MI 49464

(Address of principal executive offices and zip code)

(616) 654-3000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.20 per share	MLKN	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~April~~October 54, 2024, MillerKnoll, Inc. had 7169,~~638~~165,~~797~~532 shares of common stock outstanding.

MillerKnoll, Inc.

Form 10-Q

Table of Contents

			Page No.
Part I — Financial Information
Item 1 Financial Statements (Unaudited)
Condensed Consolidated Statements of Comprehensive Income — Three and Nine Months Ended March 2, 2024 and March 4, 2023			3
Condensed Consolidated Statements of Comprehensive Income (Loss) — Three Months ended August 31, 2024 and September 2, 2023			3
Condensed Consolidated Balance Sheets — March 2, 2024 and June 3, 2023			4
Condensed Consolidated Balance Sheets — August 31, 2024 and June 1, 2024			4
Condensed Consolidated Statements of Cash Flows — Nine Months Ended March 2, 2024 and March 4, 2023			5
Condensed Consolidated Statements of Cash Flows — Three Months Ended August 31, 2024 and September 2, 2023			5
Condensed Consolidated Statements of Stockholders' Equity — Nine Months Ended March 2, 2024 and March 4, 2023			6
Condensed Consolidated Statements of Stockholders' Equity — Three Months Ended August 31, 2024 and September 2, 2023			6
Notes to Condensed Consolidated Financial Statements
Note 1 - Description of Business and Basis of Presentation			87
Note 2 - Recently Issued Accounting Standards			8
Note 3 - Revenue from Contracts with Customers			98
Note 4 - Acquisitions			10
Note 4 - Inventories, net			9
Note 5 - Inventories, net			12
Note 5 - Goodwill and Indefinite-Lived Intangibles			10
Note 6 - Goodwill and Indefinite-Lived Intangibles			13
Note 6 - Employee Benefit Plans			11
Note 7 - Employee Benefit Plans			14
Note 7 - Earnings Per Share			11
Note 8 - Earnings Per Share			14
Note 8 - Stock-Based Compensation			12
Note 9 - Stock-Based Compensation			15
Note 9 - Income Taxes			12
Note 10 - Income Taxes			15
Note 10 - Fair Value Measurements			13
Note 11 - Fair Value Measurements			16
Note 11 - Commitments and Contingencies			16
Note 12 - Commitments and Contingencies			19
Note 12 - Short-Term Borrowings and Long-Term Debt			17
Note 13 - Short-Term Borrowings and Long-Term Debt			20
Note 13 - Accumulated Other Comprehensive Loss			18
Note 14 - Accumulated Other Comprehensive Loss			21
Note 14 - Operating Segments			18
Note 15 - Operating Segments			21
Note 15 - Restructuring and Integration Expense			19
Note 16 - Restructuring and Integration Expense			22
Note 16 - Variable Interest Entities			21
Note 17 - Variable Interest Entities			24
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations			22
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3 Quantitative and Qualitative Disclosures about Market Risk			34
Item 3 Quantitative and Qualitative Disclosures about Market Risk			41
Item 4 Controls and Procedures			35
Item 4 Controls and Procedures			42
Part II — Other Information
Item 1 Legal Proceedings			4336
Item 1A Risk Factors			4336
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			4336
Item 5 Other Information			4336
Item 6 Exhibits			4336
Signatures			4538

PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

MillerKnoll, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Dollars in millions, except share data)	Three Months Ended				~~Nine Months Ended~~
(Unaudited)	~~March~~August 231, 2024		~~March~~September 42, 2023		~~March 2, 2024~~		~~March 4, 2023~~
Net sales	$	~~872~~861.35	$	~~984~~917.7	$	~~2,739.5~~	$	~~3,130.4~~
Cost of sales	~~535~~525.32		~~649~~559.16		~~1,672.4~~		~~2,055.1~~
Gross margin	~~337~~336.03		~~335~~358.61		~~1,067.1~~		~~1,075.3~~
Operating expenses:
Selling, general and administrative	~~271~~298.14		~~264~~290.75		~~849.2~~		~~852.3~~
Impairment charges	—		21.5		—		21.5
Restructuring expense	—		5.2
Restructuring expense	1.7		4.6		8.7		19.8
Design and research	22.7		22.1
Design and research	21.4		23.6		65.7		71.0
Total operating expenses	321.1		317.8
Total operating expenses	294.2		314.4		923.6		964.6
Operating earnings	15.2		40.3
Operating earnings	42.8		21.2		143.5		110.7
Interest expense	19.9		19.2
Interest expense	18.4		19.1		57.4		54.1
Interest and other investment (income) expense	(1.6)		(2.2)
Interest and other investment (income) expense	(1.3)		(0.9)		(4.8)		(2.0)
Other (income) expense, net	(1.4)		2.2
Other (income) expense, net	(1.8)		1.4		(2.0)		1.7
(Loss) earnings before income taxes and equity income	(1.7)		21.1
Earnings before income taxes and equity income	27.5		1.6		92.9		56.9
Income tax (benefit) expense	(1.1)		5.1
Income tax expense	4.4		0.5		19.0		11.1
Equity income from nonconsolidated affiliates, net of tax	0.1		0.1
Equity (loss) income from nonconsolidated affiliates, net of tax	—		—		(0.3)		0.2
Net (loss) earnings	(0.5)		16.1
Net earnings	23.1		1.1		73.6		46.0
Net earnings (loss) attributable to redeemable noncontrolling interests	0.7		(0.6)
Net earnings attributable to redeemable noncontrolling interests	0.9		0.7		1.2		3.8
Net (loss) earnings attributable to MillerKnoll, Inc.	$	(1.2)	$	16.7
Net earnings attributable to MillerKnoll, Inc.	$	22.2	$	0.4	$	72.4	$	42.2
(Loss) earnings per share - basic	$	(0.02)	$	0.22
Earnings per share - basic	$	0.31	$	0.01	$	0.98	$	0.56
(Loss) earnings per share - diluted	$	(0.02)	$	0.22
Earnings per share - diluted	$	0.30	$	0.01	$	0.97	$	0.56
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments	$	(315.3)4	$	~~(2.~~3).9	$	~~7.9~~	$	~~(30.6)~~
Pension and post-retirement liability adjustments	(0.1)		(0.41)		~~(0.2)~~		~~0.4~~
Unrealized (loss) gain on interest rate swap agreement	(121.13)		107.38		~~(1.2)~~		~~31.8~~
Other comprehensive (loss) income, net of tax	$	(4.5.8)	$	711.6	$	~~6.5~~	$	~~1.6~~
Comprehensive income	18.6		8.7		80.1		47.6
Comprehensive (loss) income	(6.3)		27.7
Comprehensive income attributable to redeemable noncontrolling interests	0.9		0.7		1.2		3.8
Comprehensive income (loss) attributable to redeemable noncontrolling interests	0.7		(0.6)
Comprehensive income attributable to MillerKnoll, Inc.	$	17.7	$	8.0	$	78.9	$	43.8
Comprehensive (loss) income attributable to MillerKnoll, Inc.	$	(7.0)	$	28.3

See accompanying notes to Condensed Consolidated Financial Statements.

MillerKnoll, Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions, except share data)
(Unaudited)	~~March~~August 231, 2024		June 31, ~~2023~~2024
ASSETS
Current Assets:
Cash and cash equivalents	$	~~223~~209.67	$	~~223~~230.54
Accounts receivable, net of allowance of $7.6 and $6.4	291.1		334.1
Accounts receivable, net of allowance of $7.6 and $7.4	277.3		308.3
Unbilled accounts receivable	2742.63		2922.42
Inventories, net	~~437~~440.45		~~487~~428.46
Prepaid expenses	8984.95		9266.75
Assets held for sale	43.62		—3.5
Other current assets	914.23		910.1
Total current assets	1,~~083~~071.48		1,~~176~~069.26
Property and equipment, at cost	1,~~583~~595.81		1,~~570~~582.7
Less — accumulated depreciation	(1,~~077~~105.60)		(1,~~034~~090.47)
Net property and equipment	~~506~~490.21		~~536~~492.30
Right of use assets	~~376~~372.82		~~415~~375.96
Goodwill	1,~~225~~234.94		1,~~221~~226.73
Indefinite-lived intangibles	~~482~~467.28		~~480~~465.75
Other amortizable intangibles, net of accumulated amortization of $214.1 and $185.2	287.7		313.1
Other amortizable intangibles, net of accumulated amortization of $234.5 and $223.4	272.4		279.3
Other noncurrent assets	~~132~~110.94		~~130~~135.93
Total Assets	$	4,~~095~~019.1	$	4,~~274~~043.86
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	~~242~~236.01	$	~~269~~241.54
Short-term borrowings and current portion of long-term debt	4045.9		3343.45
Accrued compensation and benefits	~~104~~74.89		61104.75
Short-term lease liability	7173.1		7767.12
Accrued warranty	1817.30		2017.86
Customer deposits	85105.50		93100.82
Other accrued liabilities	~~117~~123.97		~~146~~123.53
Total current liabilities	~~680~~675.57		~~702~~697.87
Long-term debt	1,~~290~~324.40		1,~~365~~291.17
Pension and post-retirement benefits	710.47		710.50
Lease liabilities	~~355~~375.21		~~393~~360.74
Other liabilities	~~263~~224.5		~~265~~224.58
Total Liabilities	2,~~597~~610.0		2,~~734~~584.6
Redeemable noncontrolling interests	~~107~~76.26		~~107~~73.69
Stockholders' Equity:
Preferred stock, no par value (10,000,000 shares authorized, none issued)	—		—
Common stock, $0.20 par value (240,000,000 shares authorized, 71,736,286 and 75,698,670 shares issued and outstanding in fiscal 2024 and 2023, respectively)	14.3		15.1
Common stock, $0.20 par value (240,000,000 shares authorized, 69,328,400 and 70,377,692 shares issued and outstanding in fiscal 2025 and 2024, respectively)	13.9		14.1
Additional paid-in capital	~~758~~693.1		~~836~~725.53
Retained earnings	~~707~~724.10		~~676~~738.14
Accumulated other comprehensive loss	(8898.65)		(9592.17)
Total Stockholders' Equity	1,~~390~~332.95		1,~~432~~385.61
Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity	$	4,~~095~~019.1	$	4,~~274~~043.86

See accompanying notes to Condensed Consolidated Financial Statements.

MillerKnoll, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in millions)	~~Nine~~Three Months Ended
(Unaudited)	~~March~~August 231, 2024		~~March~~September 42, 2023
Cash Flows from Operating Activities:
Net earnings	$	73.6	$	46.0
Net (loss) earnings	$	(0.5)	$	16.1
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	~~111~~34.6		~~115~~37.92
Stock-based compensation	179.1		156.74
Amortization of deferred financing costs	31.52		31.52
Loss on sale of equity method investment	0.4		—
Deferred taxes	0.7		—
Deferred taxes	(0.3)		(1.2)
Restructuring expense	—		5.2
Restructuring expense	8.7		19.8
(Increase) decrease in current assets	(20.6)		73.3
Impairment	—		36.6
(Decrease) in current liabilities	(12.8)		(4.8)
Decrease in current assets	100.0		5.9
Other, net	9.4		(3.7)
(Decrease) in current liabilities	(32.9)		(159.1)
Net Cash Provided by Operating Activities	21.1		130.9
(Decrease) in non-current liabilities	(2.1)		(5.3)
Other, net	(5.7)		(7.4)
Net Cash Provided by Operating Activities	273.9		70.4
Cash Flows from Investing Activities:
Advances of notes receivable	(102.63)		(46.45)
Proceeds from the sale of equity method investment	3.5		—
Collection of notes receivable	2.5		0.5
Capital expenditures	(5622.56)		(6019.69)
Proceeds from loan on cash surrender value of life insurance	—		13.5
Other, net	0.1		(0.4)
Other, net	2.6		(1.7)
Net Cash Used in Investing Activities	(22.3)		(26.3)
Net Cash Used in Investing Activities	(61.0)		(53.2)
Cash Flows from Financing Activities:
Repayments of long-term debt	(229.21)		(196.76)
Proceeds from credit facility	~~620~~237.17		~~720~~153.21
Repayments of credit facility	(~~668~~194.96)		(~~664~~212.75)
Dividends paid	(4213.2)		(4214.92)
Common stock issued	42.3		40.58
Common stock repurchased and retired	(~~101~~43.07)		(1532.90)
Other, net	(30.2)3		(30.6)3
Net Cash Used in Financing Activities	(~~213~~20.13)		(22111.1)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	0.38		(80.3)5
Net Increase (Decrease) in Cash and Cash Equivalents	0.1		(13.2)
Net Decrease in Cash and Cash Equivalents	(20.7)		(6.0)
Cash and Cash Equivalents, Beginning of Period	~~223~~230.54		~~230~~223.35
Cash and Cash Equivalents, End of Period	$	~~223~~209.67	$	217.15

See accompanying notes to Condensed Consolidated Financial Statements.

MillerKnoll, Inc.

Condensed Consolidated Statements of Stockholders' Equity

		Nine Months Ended March 2, 2024
		Three Months Ended August 31, 2024
(Dollars in millions, except share data)		Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Deferred Compensation Plan		MillerKnoll, Inc. Stockholders' Equity
(Unaudited)	Shares		Amount
June 1, 2024		70,377,692		$	14.1	$	725.3	$	738.4	$	(92.7)	$	—	$	1,385.1
Net (loss)		—		—		—		(1.2)		—		—		(1.2)
Other comprehensive income, net of tax		—		—		—		—		(5.8)		—		(5.8)
Stock-based compensation expense		—		—		9.1		—		—		—		9.1
Exercise of stock options		71,848		—		1.5		—		—		—		1.5
Restricted and performance stock units released		393,591		0.1		0.1		—		—		—		0.2
Employee stock purchase plan issuances		30,002		—		0.8		—		—		—		0.8
Repurchase and retirement of common stock		(1,544,733)		(0.3)		(43.7)		—		—		—		(44.0)
Dividends declared ($0.1875 per share)		—		—		—		(13.2)		—		—		(13.2)
August 31, 2024		69,328,400		$	13.9	$	693.1	$	724.0	$	(98.5)	$	—	$	1,332.5
		Three Months Ended September 2, 2023
(Dollars in millions, except share data)		Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Deferred Compensation Plan		MillerKnoll, Inc. Stockholders' Equity
(Unaudited)	Shares		Amount
June 3, 2023		75,698,670		$	15.1	$	836.5	$	676.1	$	(95.1)	$	—	$	1,432.6
Net earnings		—		—		—		16.7		—		—		16.7
Other comprehensive income, net of tax		—		—		—		—		11.6		—		11.6
Other comprehensive loss, net of tax		—		—		—		—		11.6		—		11.6
Stock-based compensation expense		(983)		—		6.4		—		—		—		6.4
Restricted and performance stock units released		332,566		0.1		0.1		—		—		—		0.2
Employee stock purchase plan issuances		45,107		—		0.9		—		—		—		0.9
Repurchase and retirement of common stock		(1,670,135)		(0.3)		(31.7)		—		—		—		(32.0)
Dividends declared ($0.1875 per share)		—		—		—		(14.1)		—		—		(14.1)
September 3, 2023		74,405,225		$	14.9	$	812.2	$	678.7	$	(83.5)	$	—	$	1,422.3
September 2, 2023		74,405,225		$	14.9	$	812.2	$	678.7	$	(83.5)	$	—	$	1,422.3
Net earnings		—		—		—		33.5		—		—		33.5
Other comprehensive income, net of tax		—		—		—		—		(0.6)		—		(0.6)
Stock-based compensation expense		—		—		5.3		—		—		—		5.3
Exercise of stock options		19,429		—		0.4		—		—		—		0.4
Restricted and performance stock units released		11,887		—		—		—		—		—		—
Employee stock purchase plan issuances		31,669		—		1.3		—		—		—		1.3
Repurchase and retirement of common stock		(1,390,551)		(0.3)		(27.7)		—		—		—		(28.0)
Dividends declared ($0.1875 per share)		—		—		—		(13.7)		—		—		(13.7)
Other		—		—		—		0.1		—		—		0.1
December 2, 2023		73,077,659		$	14.6	$	791.5	$	698.6	$	(84.1)	$	—	$	1,420.6
Net earnings		—		—		—		22.2		—		—		22.2
Other comprehensive income, net of tax		—		—		—		—		(4.5)		—		(4.5)
Stock-based compensation expense		—		—		5.4		—		—		—		5.4
Exercise of stock options		18,659		—		0.4		—		—		—		0.4
Restricted and performance stock units released		112,794		—		0.7		—		—		—		0.7
Employee stock purchase plan issuances		29,225		—		—		—		—		—		—
Repurchase and retirement of common stock		(1,533,430)		(0.3)		(40.7)		—		—		—		(41.0)
Directors' fees		31,379		—		0.8		—		—		—		0.8
Dividends declared ($0.1875 per share)		—		—		—		(13.8)		—		—		(13.8)
Other		—		—		—		0.1		—		—		0.1
March 2, 2024		71,736,286		$	14.3	$	758.1	$	707.1	$	(88.6)	$	—	$	1,390.9

		Nine Months Ended March 4, 2023
(Dollars in millions, except share data)		Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Deferred Compensation Plan		MillerKnoll, Inc. Stockholders' Equity
(Unaudited)	Shares		Amount
May 28, 2022		75,824,241		$	15.2	$	825.7	$	693.3	$	(107.1)	$	—	$	1,427.1
Net earnings		—		—		—		25.8		—		—		25.8
Other comprehensive loss, net of tax		—		—		—		—		(57.8)		—		(57.8)
Stock-based compensation expense		(13,474)		—		5.4		—		—		—		5.4
Exercise of stock options		43,469		—		1.0		—		—		—		1.0
Restricted and performance stock units released		160,551		—		0.1		—		—		—		0.1
Employee stock purchase plan issuances		35,753		—		0.8		—		—		—		0.8
Repurchase and retirement of common stock		(494,509)		(0.1)		(14.2)		—		—		—		(14.3)
Dividends declared ($0.1875 per share)		—		—		—		(14.3)		—		—		(14.3)
Other		—		—		0.5		0.5		—		—		1.0
September 3, 2022		75,556,031		$	15.1	$	819.3	$	705.3	$	(164.9)	$	—	$	1,374.8
Net earnings		—		—		—		16.0		—		—		16.0
Other comprehensive income, net of tax		—		—		—		—		51.8		—		51.8
Stock-base compensation expense		(2,476)		—		5.5		—		—		—		5.5
Restricted and performance stock units released		8,763		—		0.1		—		—		—		0.1
Employee stock purchase plan issuances		44,010		—		0.7		—		—		—		0.7
Repurchase and retirement of common stock		(3,222)		—		(0.1)		—		—		—		(0.1)
Dividends declared ($0.1875 per share)		—		—		—		(14.3)		—		—		(14.3)
Other		—		—		0.2		(0.4)		—		—		(0.2)
December 3, 2022		75,603,106		$	15.1	$	825.7	$	706.6	$	(113.1)	$	—	$	1,434.3
Net earnings		—		—		—		0.4		—		—		0.4
Other comprehensive income, net of tax		—		—		—		—		7.6		—		7.6
Stock-based compensation expense		(15,563)		—		4.8		—		—		—		4.8
Restricted and performance stock units released		44,926		—		0.3		—		—		—		0.3
Employee stock purchase plan issuances		36,375		—		0.8		—		—		—		0.8
Repurchase and retirement of common stock		(69,927)		—		(1.6)		—		—		—		(1.6)
Deferred compensation plan		—		—		0.6		—		—		—		0.6
Directors Fees		27,784		—		0.6		—		—		—		0.6
Dividends declared ($0.1875 per share)		—		—		—		(14.3)		—		—		(14.3)
Other		—		—		(0.2)		0.6		—		—		0.4
March 4, 2023		75,626,701		$	15.1	$	831.0	$	693.3	$	(105.5)	$	—	$	1,433.9

See accompanying notes to Condensed Consolidated Financial Statements.

Notes to Condensed Consolidated Financial Statements

(Dollars in millions, except share data)

(unaudited)

1. Description of Business

MillerKnoll, Inc. (the "Company") researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through the following channels: independent contract office furniture dealers, direct customer sales, owned and independent retailers, ~~direct-mail catalogs,~~ and the Company's eCommerce platforms.

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders™®, DatesWeiser™®, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. MillerKnoll represents over 100 years of design research and exploration in service of humanity. MillerKnoll generates insights, pioneers innovations, and champions ideas that empower our brands and our people to realize their ambitions. The Company is united by a belief in design as a tool to create positive impact and shape a more sustainable, caring, and beautiful future for all people and the planet.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared by MillerKnoll, Inc. in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements. Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc., its predecessors, and controlled subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements, taken as a whole, contain all adjustments that are of a normal recurring nature necessary to present fairly the financial position of the Company as of ~~March~~August 231, 2024. Operating results for the three ~~and nine~~ months ended ~~March~~August 231, 2024, are not necessarily indicative of the results that may be expected for the year ending ~~June~~May 131, ~~2024~~2025 ("fiscal ~~2024~~2025"). These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 31, ~~2023~~2024 ("fiscal ~~2023~~2024"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated.

The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31. The fiscal year ending ~~June~~May 131, ~~2024~~2025 ~~contains~~("fiscal 522025") ~~weeks,~~and ~~while~~ the fiscal year ended June 31, ~~2023~~2024 ~~contained 53 weeks. The first quarter of~~ ("fiscal 2024") ~~contained~~both 13contain ~~weeks~~52 ~~and the first quarter of fiscal 2023 contained 14~~ weeks.

~~Investments~~Cash inand ~~Nonconsolidated~~Cash ~~Affiliates~~Equivalents

OnCertain ~~October~~of ~~30, 2023,~~ the Company’s ~~sold~~subsidiaries ~~its~~participate ~~48.2%~~in ~~investment~~a innotional ~~Global~~cash ~~Holdings~~pooling ~~Netherlands~~arrangement Bto manage global liquidity requirements.V. As part of a master netting arrangement, ~~which~~the ~~owns~~participants ~~100%~~combine oftheir ~~Maars~~cash ~~Holding~~balances ~~B.V.~~in ~~("Maars")~~pooling ~~for~~accounts ~~total~~at ~~purchase~~the ~~consideration~~same offinancial ~~$5.9 million.~~institution Aswith ~~part~~the ability to offset bank overdrafts of ~~this~~one ~~transaction,~~participant weagainst ~~received~~positive cash ~~proceeds~~account ofbalances $3held by another participant.~~5 million~~ atUnder ~~closing~~the terms of the master netting arrangement, athe ~~$1.4 million~~financial ~~receivable~~institution ~~under~~has athe ~~vendor~~right, ~~loan~~ability, and ~~$1.0 million~~intent ofto ~~cash~~offset ~~held~~a positive balance in one account against an ~~escrow~~overdrawn amount in another account. toAmounts ~~secure~~in each of the ~~representations~~accounts are unencumbered and ~~warranties~~unrestricted ~~made~~with respect to ~~the purchaser~~use. As asuch, ~~result of~~ the ~~sale,~~net acash ~~loss~~balance ofrelated ~~$0.4 million~~to ~~was~~this ~~recorded~~pooling inarrangement ~~Equity~~is ~~(loss)~~included ~~income~~in ~~from~~Cash ~~nonconsolidated~~and ~~affiliates,~~cash ~~net~~equivalents ofin ~~tax during~~ the ~~nine~~accompanying ~~months~~Consolidated ~~ended~~Balance ~~March 2, 2024~~Sheets.

The Company’s net cash pool position consisted of the following:


(In millions)	August 31, 2024		June 1, 2024
Gross cash position	$	53.6	$	26.6
Less: cash borrowings	(52.9)		(23.0)
Net cash position	$	0.7	$	3.6

2. Recently Issued Accounting Standards

The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. ~~This~~The ASU isbecomes effective for ~~fiscal~~the ~~years~~Company beginning ~~after~~with ~~December~~its 15annual period ending May 31, ~~2023~~2025, and interim periods ~~within~~beginning with the first quarter of fiscal ~~years~~2026. ~~beginning~~The ~~after~~ASU ~~December~~will 15not impact the financial condition, ~~2024~~results of operations, ~~with~~or ~~early~~cash ~~adoption~~flows ~~permitted~~of the Company. The Company is currently evaluating the impact of ~~adopting~~ this ~~ASU~~guidance on ~~its~~the notes to the consolidated financial statements ~~and disclosures~~.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures. In December 2023, the FASB issued this ASU which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

We have assessed all other ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.

3. Revenue from Contracts with Customers

Disaggregated Revenue

Revenue disaggregated by contract type is provided in the table below:

Three Months Ended

~~Nine Months Ended~~

(In millions)

~~March~~August 231, 2024

~~March~~September 42, 2023

~~March 2, 2024~~

~~March 4, 2023~~

Net Sales:

Single performance obligation

Product revenue

~~809~~789.92

~~919~~845.75

~~2,526.7~~

~~2,924.0~~

Multiple performance obligations

Product revenue

5868.38

6068.97

~~201.9~~

~~193.7~~

Service revenue

10.49

01.80

~~3.4~~

~~2.6~~

Other

2.76

32.35

~~7.5~~

~~10.1~~

Total

~~872~~861.35

~~984~~917.7

~~2,739.5~~

~~3,130.4~~

The Company internally reports and evaluates products based on the categories Workplace, Performance Seating, Lifestyle, and Other. A description of these categories is included below.

The Workplace category includes products centered on creating highly functional and productive settings for both groups and individuals. This category focuses on the development of products, beyond seating, that define boundaries, support work, and enable productivity.

The Performance Seating category includes products centered on seating ergonomics, productivity, and function across an evolving and diverse range of settings. This category focuses on the development of ergonomic seating solutions for specific use cases requiring more than basic utility.

The Lifestyle category includes products focused on bringing spaces to life through beautiful yet functional products. This category focuses on the development of products that support a way of living, in thoughtful yet elevated ways. The products in this category help create emotive and visually appealing spaces via a portfolio that offers diversity in aesthetics, price and performance. 8

The Other category primarily consists of textiles, uncategorized product sales, and service sales.

Revenue disaggregated by product type and reportable segment is provided in the table below:

Three Months Ended

~~Nine Months Ended~~

(In millions)

~~March~~August 231, 2024

~~March~~September 42, 2023

~~March 2, 2024~~

~~March 4, 2023~~

Americas Contract:

Workplace

~~281~~284.85

~~313~~324.52

~~917.3~~

~~994.3~~

Performance Seating

96106.32

~~102~~103.83

~~303.4~~

~~336.7~~

Lifestyle

5557.34

60.86

~~171.9~~

~~200.3~~

Other

76.75

72.53

~~15.0~~

~~20.4~~

Total Americas Contract

~~441~~454.16

~~484~~490.64

~~1,407.6~~

~~1,551.7~~

International Contract & Specialty:

Workplace

3429.85

3738.57

~~110.0~~

~~131.4~~

Performance Seating

55.82

6352.36

~~172.7~~

~~197.9~~

Lifestyle

8182.56

9288.4

~~258.8~~

~~299.0~~

Other

4546.2

4948.36

~~145.3~~

~~151.6~~

Total International Contract & Specialty

~~217~~213.35

~~242~~228.53

~~686.8~~

~~779.9~~

Global Retail:

Workplace

32.36

204.32

~~10.8~~

~~69.7~~

Performance Seating

5043.48

5942.81

~~148.1~~

~~161.9~~

Lifestyle

~~159~~146.97

~~177~~152.25

~~485.3~~

~~565.8~~

Other

0.3

0.32

~~0.9~~

~~1.4~~

Total Global Retail

~~213~~193.94

~~257~~199.60

~~645.1~~

~~798.8~~

Total

~~872~~861.35

~~984~~917.7

~~2,739.5~~

~~3,130.4~~

InRefer ~~the~~to ~~current~~Note ~~year,~~14 ~~certain products were reclassified within the Performance Seating, Lifestyle, and Other categories based on management's internal reporting~~ of the ~~performance~~Condensed ofConsolidated ~~these~~Financial ~~product~~Statements ~~lines.~~for ~~The~~further ~~prior~~information ~~year~~related ~~has been restated~~ to ~~reflect~~our ~~these~~reportable ~~changes~~segments.

Refer to Note 15 of the Condensed Consolidated Financial Statements for further information related to our reportable segments.

Contract Balances

Customers may make payments before the satisfaction of the Company's performance obligation and recognition of revenue. These payments represent contract liabilities and are included within the caption “Customer deposits” in the Condensed Consolidated Balance Sheets. During the three ~~and nine~~ months ended ~~March~~August 231, 2024, and September 2, 2023, the Company recognized Net sales of $472.08 million and $7547.95 million, respectively, related to customer deposits that were included in the balance sheet as of June 1, 2024, and June 3, 2023.

4. ~~Acquisitions~~Inventories, net

Knoll, Inc.


(In millions)	August 31, 2024		June 1, 2024
Finished goods and work in process	$	324.8	$	314.3
Raw materials	115.7		114.3
Total	$	440.5	$	428.6

On July 19, 2021, the Company completed the acquisition of Knoll, a leader in the design, manufacture, marketing and sale of high-end furniture products and accessories for workplace and residential markets. The Company has included the financial results of Knoll in the condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition, which included financial advisory, legal, proxy filing, regulatory and financing fees, were approximately $30.0 million for the twelve months ended May 28, 2022 and were recorded in general and administrative expenses.

Under the terms of the Agreement and Plan of Merger, each issued and outstanding share of Knoll common stock (excluding shares exercising dissenters rights, shares owned by Knoll as treasury stock, shares owned by the deal parties or their subsidiaries, or shares subject to Knoll restricted stock awards) was converted into a right to receive 0.32 shares of Herman Miller, Inc. (now MillerKnoll, Inc.) common stock and $11.00 in cash, without interest. The acquisition date fair value of the consideration transferred for Knoll was $1,887.3 million, which consisted of the following (in millions, except share amounts):

	Knoll Shares	Herman Miller, Inc (now MillerKnoll, Inc.) Shares Exchanged	Fair Value
Cash Consideration:
Shares of Knoll Common Stock issued and outstanding at July 19, 2021	49,444,825		$	543.9
Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021	184,857		1.4
Total number of Knoll shares for cash consideration	49,629,682
Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021	169,165		254.4
Consideration for payment to settle Knoll's outstanding debt			376.9
Share Consideration:
Shares of Knoll Common Stock issued and outstanding at July 19, 2021	49,444,825
Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021	74,857
Total number of Knoll shares for share consideration	49,519,682	15,843,921	688.3
Replacement Share-Based Awards:
Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 2021			22.4
Total acquisition date fair value of consideration transferred			$	1,887.3

The aggregate cash paid in connection with the Knoll acquisition was $1,176.6 million. MillerKnoll funded the acquisition through cash on-hand and debt proceeds, as described in "Note 13. Short-Term Borrowings and Long-Term Debt."

Outstanding unvested restricted stock awards, performance stock awards, performance stock units and restricted stock units with a fair value of $53.4 million converted into Company awards. Of the total fair value, $22.4 million was allocated to purchase consideration and $31.0 million was allocated to future services and is being expensed over the remaining service periods on a straight-line basis. Per the terms of the converted awards any qualifying termination within the twelve months subsequent to the acquisition resulted in accelerated vesting and related recognition of expense.

The transaction was accounted for as a business combination which requires that assets and liabilities assumed be recognized at their fair value as of the acquisition date. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:

(In millions)	Fair Value
Cash	$	88.0
Accounts receivable	82.3
Inventories	219.9
Other current assets	29.2
Property and equipment	296.5
Right-of-use assets	202.7
Intangible assets	756.6
Goodwill	903.5
Other noncurrent assets	25.1
Total assets acquired	2,603.8
Accounts payable	144.0
Other current liabilities	153.1
Lease liabilities	177.8
Other liabilities	241.6
Total liabilities assumed	716.5
Net Assets Acquired	$	1,887.3

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is attributed to the assembled workforce of Knoll and anticipated operational synergies. Goodwill related to the acquisition was allocated to each of the reporting segments with a total value as of the opening balance sheet date of $903.5 million. Goodwill arising from the acquisition is not deductible for tax reporting purposes.

Certain measurement period adjustments were made during the twelve months ended May 28, 2022 to the preliminary fair values resulting in a net decrease to goodwill of $22.4 million primarily related to adjustments to the value of certain liabilities acquired and the fair value of intangible assets acquired. The allocation of purchase price was completed in the fourth quarter of fiscal year 2022.

The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company as of the acquisition date:

(In millions)

Valuation Method

Useful Life (years)

Fair Value

Backlog

Multi-Period Excess Earnings

Less than 1 Year

27.6

Trade name - indefinite lived

Relief from Royalty

Indefinite

418.0

Trade name - amortizing

Relief from Royalty

5-10 Years

14.0

Designs

Relief from Royalty

9-15 years

40.0

Customer Relationships

Multi-Period Excess Earnings

2-15 years

257.0

Total

756.6

5. Inventories, net

(In millions)	March 2, 2024		June 3, 2023
Finished goods and work in process	$	323.2	$	357.2
Raw materials	114.2		130.2
Total	$	437.4	$	487.4

Inventories are primarily valued using the first-in first-out method.

129

65. Goodwill and Indefinite-Lived Intangibles

~~Goodwill~~Changes ~~and other indefinite-lived intangible assets included~~ in the ~~Condensed~~carrying ~~Consolidated~~amount ~~Balance Sheets consisted~~ of ~~the~~Goodwill, ~~following~~by asreportable ~~of March 2~~segment, ~~2024~~were ~~and~~as ~~June 3, 2023~~follows:

(In millions)	Americas Contract(1)		International Contract & Specialty		Global Retail(2)		Total
June 3, 2023
Balance at June 1, 2024	$	530.1	$	304.4	$	391.8	$	1,226.3
Goodwill	$	565.1	$	303.0	$	479.1	$	1,347.2
Foreign currency translation adjustments	2.8		2.6		2.7		8.1
Foreign currency translation adjustments	1.4		1.4		1.4		4.2
Balance at August 31, 2024	$	532.9	$	307.0	$	394.5	$	1,234.4
Accumulated impairment losses	(36.7)		—		(88.8)		(125.5)
March 2, 2024	$	529.8	$	304.4	$	391.7	$	1,225.9

(1) Americas Contract segment had accumulated goodwill impairments of $36.7 million as of August 31, 2024, and June 1, 2024.

(2) Global Retail segment had accumulated goodwill impairments of $88.8 million as of August 31, 2024, and June 1, 2024.

Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:

(In millions)	Indefinite-lived Intangible Assets
June 3, 2023	$	480.7
June 1, 2024	$	465.5
Foreign currency translation adjustments	12.53
March 2, 2024	$	482.2
August 31, 2024	$	467.8

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~~Each of the ~~third~~reporting ~~quarter~~units, ofother ~~fiscal~~than ~~year~~the ~~2023~~Global Retail reporting unit, ~~the~~was ~~Company~~reviewed ~~assessed~~for ~~changes~~impairment inusing ~~circumstances~~a ~~that~~qualitative ~~occurred~~assessment ~~during~~as ~~the~~of ~~quarter~~March to31, ~~determine~~2024, ifour itannual ~~was~~testing ~~more~~date. ~~likely~~The ~~than~~Global ~~not~~Retail ~~that~~reporting ~~the~~unit ~~fair~~was ~~values~~reviewed offor ~~any~~impairment ~~reporting~~using ~~units~~a ~~were~~quantitative ~~below~~assessment ~~their~~as ~~carrying~~of ~~amounts~~March 31, 2024. ~~Although~~In ~~our~~performing ~~annual~~the qualitative and quantitative impairment ~~test~~tests isfor ~~performed~~fiscal ~~during~~year 2024, the ~~fourth~~Company ~~quarter,~~determined wethat ~~perform~~the ~~this~~fair ~~qualitative~~value ~~assessment~~of ~~each~~its ~~interim~~reporting units exceeded the carrying amount and, as such, these reporting ~~period~~units were not impaired.

~~While~~During ~~there was no single determinate event,~~ the ~~consideration~~first ~~in totality of several factors that developed during the third~~ quarter of fiscal year ~~2023~~2025, ~~led~~the usCompany toperformed ~~conclude~~an ~~that~~assessment itto ~~was~~determine ~~more~~whether ~~likely~~there ~~than~~were ~~not~~indicators ~~that the fair value~~ of ~~the~~a ~~Global~~triggering ~~Retail~~event ~~reporting~~which ~~unit~~could ~~was~~indicate ~~below~~the ~~its~~ carrying amount. ~~These~~of ~~factors included: (i)~~ the ~~decision~~reporting tounits ~~discontinue~~may ~~stand-alone~~not ~~operations~~be ofsupported by the ~~Fully~~fair ~~brand~~value. ~~and~~No ~~(ii)~~indicators ~~the assessment~~ of ~~our~~a ~~third~~triggering ~~quarter~~event ~~results,~~ for ~~which~~potential ~~the~~impairment ~~performance~~were ofnoted in the ~~Global~~first ~~Retail~~quarter ~~reporting~~of ~~unit~~fiscal ~~was below management's expectations~~2025.

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.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2023, our annual testing date. In performing the qualitative impairment test for fiscal year 2023, the Company determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired.

During the third quarter of fiscal year 2024, the Company performed an assessment to determine whether there were indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. No indicators of a triggering event for potential impairment were noted in the third quarter of fiscal 2024.

The Company generally uses 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:

•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.

Intangible assets with indefinite useful lives are not subject to amortization and are evaluated annually for impairment, or more frequently when events or changes in circumstances indicate that the fair value of an intangible asset may not be recoverable. Management has not identified any events or changes in circumstances that may indicate an indefinite-lived intangible is more likely than not to be impaired as of the ~~third~~first quarter of fiscal year ~~2024~~2025.

~~7. Employee Benefit Plans~~ 10

6. Employee Benefit Plans

One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.

The Knoll subsidiary has one domestic defined-benefit pension plan covering eligible U.S. nonunion employees. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants. During the fourth quarter of the year ended June 1, 2024, the Company began the process of terminating the defined-benefit pension plan held by the Knoll subsidiary. The plan participants have been notified of the Company's intention to terminate the plan and settle plan liabilities through either lump sum distributions to plan participants or annuity contracts that cover vested benefits. The plan liabilities as of June 1, 2024, were calculated using assumptions used to value the expected cost of the plan termination. The Company currently expects to complete the settlement of plan liabilities in fiscal 2025.

The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans:

	Pension Benefits
	Three Months Ended March 2, 2024				Three Months Ended March 4, 2023
	Three Months Ended August 31, 2024				Three Months Ended September 2, 2023
(In millions)	Domestic		International		Domestic		International
Service cost	$	—0.4	$	—	$	—0.2	$	—
Interest cost	1.56		1.0		1.5		01.80
Expected return on plan assets(1)	(21.35)		(1.24)		(2.3)		(1.23)
Expected administrative expenses	0.2		—		0.1		—
Net amortization loss	—		0.2		—		—
Net amortization loss	—		—		—		0.6
Net periodic benefit cost (income)	$	0.5	$	(0.2)	$	(0.6)	$	(0.3)
Settlement charge	—		—		(0.5)		—
Net periodic benefit (income) cost	$	(0.6)	$	(0.2)	$	(0.9)	$	0.2
	Nine Months Ended March 2, 2024				Nine Months Ended March 4, 2023
(In millions)	Domestic		International		Domestic		International
Service cost	$	—	$	—	$	—	$	—
Interest cost	4.5		3.0		4.5		2.4
Expected return on plan assets(1)	(6.9)		(3.7)		(6)		(3.5)
Expected administrative expenses	0.6		—		0.3		—
Net amortization loss	—		—		—		1.8
Settlement charge	—		—		(0.5)		—
Net periodic benefit (income) cost	$	(1.8)	$	(0.7)	$	(1.7)	$	0.7

(1)The weighted-average expected long-term rate of return on plan assets is 6.0%.

8.All ~~Earnings~~of ~~Per~~the ~~Share~~amounts in the tables above for pension benefit cost (income), other than Service cost, were included in Other (income) expense, net within our Condensed Consolidated Statements of Comprehensive Income.

~~Basic earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc~~7. byEarnings ~~the~~Per ~~weighted-average~~Share number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc. by the weighted-average number of common shares outstanding, including all potentially dilutive common

14Basic earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc. by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc. by the weighted-average number of common shares outstanding, including all potentially dilutive common shares. In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding.

~~shares. In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding.~~ 11

The table below presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share attributable to MillerKnoll, Inc.:

Three Months Ended

~~Nine Months Ended~~

March 2, 2024

March 4, 2023

March 2, 2024

March 4, 2023

August 31, 2024

September 2, 2023

Numerator:

Net earnings attributable to MillerKnoll, Inc. - in millions

22.2

0.4

72.4

42.2

Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc. - in millions

(1.2)

16.7

Denominator:

Weighted-average common shares outstanding - basic

7270,~~720~~206,~~734~~373

75,~~463~~327,~~071~~544

~~73,952,015~~

~~75,442,780~~

Potentially dilutive shares resulting from stock plans

~~1,426,092~~—

~~603~~379,~~144~~992

~~664,376~~

~~593,364~~

Weighted-average common shares outstanding - diluted

7470,~~146~~206,~~826~~373

7675,~~066~~707,~~215~~536

~~74,616,391~~

~~76,036,144~~

Earnings per share attributable to MillerKnoll, Inc. - basic

(0.3102)

0.0122

~~0.98~~

~~0.56~~

Earnings per share attributable to MillerKnoll, Inc. - diluted

(0.3002)

0.0122

~~0.97~~

~~0.56~~

Antidilutive equity awards not included in weighted-average common shares - diluted

~~918~~2,~~423~~379,725

23,~~562~~783,~~710~~297

~~3,867,589~~

~~1,161,186~~

98. Stock-Based Compensation

The following table summarizes the stock-based compensation expense and related income tax effect for the three ~~and nine~~ months ended:

	Three Months Ended				~~Nine Months Ended~~
(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023		~~March 2, 2024~~		~~March 4, 2023~~
Stock-based compensation expense	$	59.41	$	46.84	$	~~17.1~~	$	~~15.7~~
Related income tax effect	$	12.32	$	1.26	$	~~4.1~~	$	~~3.8~~

Certain Company equity-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service.

109. Income Taxes

The Company's process for determining the provision for income taxes for the three ~~and nine~~ months ended ~~March~~August 231, 2024, involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates. The effective tax rates were 1666.02% and 3124.24%, respectively, for the three month periods ended ~~March~~August 231, 2024, and ~~March~~September 42, 2023. The year over year change in the effective tax rate for the three months ended ~~March~~August 231, 2024, resulted from the current quarter ~~having~~reflecting ~~favorable discrete impacts from return to provision true~~pre-~~ups related to the United States research and development~~ tax ~~credit~~loss ~~and~~along ~~the~~with ~~prior year quarter~~ having ~~no comparable impacts. For the three months ended March 2, 2024, the effective tax rate is lower than the United States federal statutory rate due to~~ favorable discrete impacts from stock compensation and return to provision true-ups related to the United States research and development tax credit. ~~For~~and the ~~three~~prior ~~months~~year ~~ended~~quarter ~~March 4,~~reflecting ~~2023, the effective~~ pre-tax ~~rate~~income ~~was~~with ~~higher than the United States federal statutory rate due to an~~ unfavorable ~~tax~~discrete ~~adjustment~~impacts ~~in the quarter~~ related to stock compensation.

15For the three months ended August 31, 2024, the effective tax rate is higher than the United States federal statutory rate due to reflecting pre-tax loss along with favorable discrete impacts from stock compensation in the United States research and development tax credit. For the three months ended September 2, 2023, the effective tax rate was higher than the United States federal statutory rate due to an unfavorable discrete tax adjustment in the quarter related to stock compensation in the United States.

The ~~effective~~Company ~~tax~~recognizes ~~rates~~interest ~~were 20.5%~~ and ~~19.5%,~~penalties ~~respectively,~~related ~~for~~to ~~the~~uncertain ~~nine~~tax ~~months~~benefits ~~ended~~through ~~March 2,~~Income ~~2024~~tax ~~and~~expense ~~March 4, 2023. The year over year increase~~ in ~~the~~its ~~effective~~Condensed ~~rate~~Consolidated ~~for~~Statements ~~the~~of ~~nine~~Comprehensive ~~months~~Income. ~~ended~~Interest ~~March 2,~~and ~~2024~~penalties ~~resulted~~recognized ~~from the same nine months~~ in the ~~prior~~Company's ~~year~~Condensed ~~having~~Consolidated ~~more~~Statements ~~favorable~~of ~~foreign~~Comprehensive ~~tax~~Income ~~credit~~were ~~impacts~~negligible infor the ~~United~~three ~~States than the current nine~~ months. ~~For the nine months~~ ended ~~March~~August 231, 2024, ~~the effective tax rate is slightly lower than the United States federal statutory rate due to favorable impacts from return to provision true-ups related to the United States research~~ and ~~development tax credit. For the nine months ended March~~September 42, 2023, the effective tax rate was lower than the United States federal statutory rate due to the favorable impact of increased foreign tax credits in the United States resulting from the recapture of prior year overall domestic loss.

The Company recognizes interest and penalties related to uncertain tax benefits through Income tax expense in its Condensed Consolidated Statements of Comprehensive Income. Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three and nine months ended March 2, 2024 and March 4, 2023. 12

The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was:

(In millions)	~~March~~August 231, 2024		June 31, ~~2023~~2024
Liability for interest and penalties	$	0.9	$	0.78
Liability for uncertain tax positions, current	$	1.75	$	1.65

The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next twelve months as a result of these audits. Tax payments related to these audits, if any, are not expected to be material to the Company's Condensed Consolidated Statements of Comprehensive Income.

For the majority of tax jurisdictions, the Company is no longer subject to state, local, or non-United States income tax examinations by tax authorities for fiscal years before ~~2020~~2019.

1110. Fair Value Measurements

The Company's financial instruments consist of cash equivalents, ~~marketable securities,~~ accounts and notes receivable, deferred compensation ~~plan~~plans, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts. The Company's financial instruments, other than long-term debt, are recorded at fair value.

The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated:

(In millions)	~~March~~August 231, 2024		June 31, ~~2023~~2024
Carrying value	$	1,~~344~~381.6	$	1,~~414~~347.48
Fair value	$	1,~~369~~448.57	$	1,~~378~~411.26

The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period:

Cash and cash equivalents — The Company invests excess cash in short term investments in the form of money market funds, which are valued using net asset value ("NAV").

Deferred compensation plan — The Company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities.

Foreign currency exchange contracts — The Company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. These forward contracts are not designated as hedging instruments.

The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of ~~March~~August 231, 2024, and June 31, ~~2023~~2024.

1613

(In millions)	~~March~~August 231, 2024						June 1, 2024	~~June 3, 2023~~
Financial Assets	NAV		~~Quoted prices in active markets for identical assets (Level 1)~~		Quoted prices with other observable inputs (Level 2)			NAV		~~Quoted prices in active markets for identical assets (Level 1)~~		Quoted prices with other observable inputs (Level 2)
Cash equivalents:
Money market funds	$	103.79	$	—	$	—		$	17.35	$	—	$	—
Foreign currency forward contracts	—		—		02.48			—		—		1.31
Deferred compensation plan	—		~~18.3~~		—21.3			—		~~16.3~~		—19.1
Total	$	103.79	$	~~18.3~~	$	024.41		$	17.35	$	~~16.3~~	$	120.32
Financial Liabilities
Foreign currency forward contracts	—		—		0.32			—		—		10.84
Total	$	—	$	—	$	0.32		$	—	$	—	$	10.84

The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period:

Interest rate swap agreements — The value of the Company's interest rate swap agreements are determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments.

The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of ~~March~~August 231, 2024, and June 31, ~~2023~~2024.

(In millions)		~~March~~August 231, 2024		June 31, ~~2023~~2024
Financial Assets	Balance Sheet Location	Quoted Prices with Other Observable Inputs (Level 2)		Quoted Prices with Other Observable Inputs (Level 2)
Interest rate swap agreement	Other noncurrent assets	$	5536.78	$	5961.97
Total		$	5536.78	$	5961.97
Financial Liabilities
Interest rate swap agreement	Other liabilities	$	03.43	$	~~3.0~~—
Total		$	03.43	$	~~3.0~~—

Derivative Instruments and Hedging Activities

Foreign Currency Forward Contracts

The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes.

These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to Other current assets for unrealized gains and to Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other (income) expense, net, for both realized and unrealized gains and losses.

1714

Interest Rate Swaps

The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of ~~March~~August 231, 2024. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. The impact of derivative instruments on our Condensed Consolidated Statements of Cash Flows is included in Net cash provided by operating activities.


(In millions)	Notional Amount		Forward Start Date	Amendment Effective Date	Termination Date	Effective Fixed Interest Rate
September 2016 Interest Rate Swap	$	150.0	January 3, 2018	February 3, 2023	January 3, 2028	1.910	%
June 2017 Interest Rate Swap	$	75.0	January 3, 2018	February 3, 2023	January 3, 2028	2.348	%
January 2022 Interest Rate Swap	$	575.0	January 31, 2022	January 31, 2023	January 29, 2027	1.650	%
March 2023 Interest Rate Swap	$	150.0	March 3, 2023	none	January 3, 2029	3.950	%

The swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448% plus applicable margin to an effective fixed interest rate plus 0.11448% plus applicable margin under the terms of our Credit Agreement, as amended. Effective fixed interest rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above.

The following table summarizes the effects of the interest rate swap agreements for the three ~~and nine~~ months ended:

	Three Months Ended				~~Nine Months Ended~~
(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023		~~March 2, 2024~~		~~March 4, 2023~~
(Loss) Gain recognized in Other comprehensive loss (income) (effective portion)	$	(121.13)	$	107.38	$	~~(1.2)~~	$	~~31.8~~
Gain reclassified from Accumulated other comprehensive loss into earnings	$	7.98	$	47.94	$	~~23.0~~	$	~~6.9~~

There were no gains or losses recognized in earnings for hedge ineffectiveness for the three ~~and nine~~ month periods ended ~~March~~August 231, 2024, and ~~March~~September 42, 2023. The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $2719.08 million, net of tax is $2014.28 million.

Redeemable Noncontrolling Interests

Changes in the Company's redeemable noncontrolling interest in HAY for the ~~nine~~three months ended ~~March~~August 231, 2024, and ~~March~~September 42, 2023, are as follows:

(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023
Beginning Balance	$	~~107~~73.69	$	~~106~~107.96
Net income attributable to redeemable noncontrolling interests	10.27		3(0.86)
Dividend attributable to redeemable noncontrolling interests	(2.8)		(3.2)
Cumulative translation adjustments attributable to redeemable noncontrolling interests	0.6		—
Foreign currency translation adjustments	1.24		(0.9)6
Ending Balance	$	~~107~~76.26	$	~~106~~107.6

1815

1211. Commitments and Contingencies

Product Warranties

The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions, and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty programs. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Condensed Consolidated Balance Sheets.

Changes in the warranty reserve for the stated periods were as follows:

	Three Months Ended				~~Nine Months Ended~~
(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023		~~March 2, 2024~~		~~March 4, 2023~~
Accrual Balance — beginning	$	7170.34	$	7473.19	$	~~73.9~~	$	~~73.2~~
Accrual for warranty matters	4.98		65.02		~~15.0~~		~~17.7~~
Settlements and adjustments	(5.65)		(5.69)		~~(18.3)~~		~~(16.4)~~
Accrual Balance — ending	$	7069.67	$	7473.52	$	~~70.6~~	$	~~74.5~~

Guarantees

The Company is periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and three years. The bonds are required to provide assurance to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The bonds are provided by various bonding agencies. However, the Company is ultimately liable for claims that may occur against them. As of ~~March~~August 231, 2024, the Company had a maximum financial exposure related to performance bonds totaling approximately $7.9.8 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these bonds as of either ~~March~~August 231, 2024, or June 31, ~~2023~~2024.

The Company has entered into standby letter of credit arrangements for purposes of protecting various insurance companies and lessors against default on insurance premium and lease payments. As of ~~March~~August 231, 2024, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $1213.72 million, all of which is considered usage against the Company's revolving line of credit. The Company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded with respect to these arrangements as of ~~March~~August 231, 2024, or June 31, ~~2023~~2024.

Contingencies

The Company is also 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 have a material adverse effect, if any, on the Company's Consolidated Financial Statements.

1916

1312. Short-Term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt as of ~~March~~August 231, 2024, and June 31, ~~2023~~2024, consisted of the following:

(In millions)	~~March~~August 231, 2024		June 31, ~~2023~~2024
Syndicated revolving line of credit, due July 2026	$	~~377~~433.91	$	~~426~~390.70
Term Loan A, 6.9407%, due July 2026	352.5		370.0
Term Loan A, 7.1112%, due July 2026	337.5		345.0
Term Loan B, 7.4407%, due July 2028	610.9		615.6
Term Loan B, 7.3612%, due July 2028	607.8		609.4
Supplier financing program	1.9		2.10
Finance lease liability	1.43		—1.4
Total debt	$	1,~~344~~381.6	$	1,~~414~~347.48
Less: Unamortized discount and issuance costs	(1311.37)		(1512.96)
Less: Current debt	(4045.9)		(3343.45)
Long-term debt	$	1,~~290~~324.40	$	1,~~365~~291.17

In connection with the acquisition of Knoll, in July, 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans. The revolving line of credit provides the Company with up to $725 million in revolving variable rate interest borrowing capacity that matures in July 2026, replacing the previous $500 million syndicated revolving line of credit. The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $400 million and a seven-year senior secured term loan "B" facility with an aggregate principal amount of $625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, and to pay fees, costs, and expenses related thereto. In January 2023, the ~~company~~Company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.

During the ~~nine~~three months ended ~~March~~August 231, 2024, the Company made total principal payments on term loans "A" and "B" in the amounts of $177.5 million and $41.76 million, respectively. During the ~~nine~~three months ended ~~March~~September 42, 2023, the Company made total principal payments on term loans "A" and "B" in the amounts of $155.0 million and $41.76 million, respectively.

Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:

(In millions)	~~March~~August 231, 2024		June 31, ~~2023~~2024
Syndicated revolving line of credit borrowing capacity	$	725.0	$	725.0
Less: Borrowings under the syndicated revolving line of credit	~~377~~433.91		~~426~~390.70
Less: Outstanding letters of credit	1213.72		1412.17
Available borrowings under the syndicated revolving line of credit	$	~~334~~278.47	$	~~284~~322.23

Supplier Financing Program

The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations of the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution.

The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program. As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from “Accounts payable” in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt”.” As of ~~March~~August 231, 2024, and June 31, ~~2023~~2024, the liability related to the supplier financing program was $1.9 million and $2.10 million, respectively.

2017

1413. Accumulated Other Comprehensive Loss

The following table provides an analysis of the changes in accumulated other comprehensive loss for the ~~nine~~three months ended ~~March~~August 231, 2024, and ~~March~~September 42, 2023:

(In millions)	Cumulative Translation Adjustments		Pension and Other Post-retirement Benefit Plans		Interest Rate Swap Agreement		Accumulated Other Comprehensive Loss
Balance at June 1, 2024	$	(105.7)	$	(33.3)	$	46.3	$	(92.7)
Other comprehensive income (loss), net of tax before reclassifications	15.4		—		(29.1)		(13.7)
Reclassification from accumulated other comprehensive loss - Other, net	—		0.1		7.8		7.9
Tax benefit	—		—		—		—
Net reclassifications	—		0.1		7.8		7.9
Net current period other comprehensive income (loss)	15.4		0.1		(21.3)		(5.8)
Balance at August 31, 2024	$	(90.3)	$	(33.2)	$	25.0	$	(98.5)
Balance at June 3, 2023	$	(114.0)	$	(23.8)	$	42.7	$	(95.1)
Other comprehensive income (loss), net of tax before reclassifications	73.9		—		~~(24~~0.2)4		~~(16~~4.3)
Reclassification from accumulated other comprehensive loss - Other, net	—		(0.21)		237.04		227.83
Tax benefit	—		—		—		—
Net reclassifications	—		(0.21)		237.04		227.83
Net current period other comprehensive income (loss)	73.9		(0.21)		(17.2)8		611.56
Balance at March 2, 2024	$	(106.1)	$	(24.0)	$	41.5	$	(88.6)
Balance at September 2, 2023	$	(110.1)	$	(23.9)	$	50.5	$	(83.5)
Balance at May 28, 2022	$	(93.9)	$	(36.9)	$	23.7	$	(107.1)
Other comprehensive (loss) income, net of tax before reclassifications	(30.6)		—		24.9		(5.7)
Reclassification from accumulated other comprehensive loss - Other, net	—		0.6		6.9		7.5
Tax benefit	—		(0.2)		—		(0.2)
Net reclassifications	—		0.4		6.9		7.3
Net current period other comprehensive (loss) income	(30.6)		0.4		31.8		1.6
Balance at March 4, 2023	$	(124.5)	$	(36.5)	$	55.5	$	(105.5)

1514. Operating Segments

The Company's reportable segments consist of three segments: Americas Contract, International Contract & Specialty, and Global Retail.

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|FilzFelt, 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.

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 integration-related costs. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company. The accounting policies of the operating segments are the same as those of the Company.

2118

The following is a summary of certain key financial measures for the respective periods indicated:

Three Months Ended

~~Nine Months Ended~~

(In millions)

~~March~~August 231, 2024

~~March~~September 42, 2023

~~March 2, 2024~~

~~March 4, 2023~~

Net Sales:

Americas Contract

~~441~~454.16

~~484~~490.64

~~1,407.6~~

~~1,551.7~~

International Contract & Specialty

~~217~~213.35

~~242~~228.53

~~686.8~~

~~779.9~~

Global Retail

~~213~~193.94

~~257~~199.60

~~645.1~~

~~798.8~~

Total

~~872~~861.35

~~984~~917.7

~~2,739.5~~

~~3,130.4~~

Operating Earnings (Loss):

Americas Contract

2517.31

3241.54

~~101.8~~

~~78.2~~

International Contract & Specialty

189.53

2511.34

~~53.7~~

~~81.5~~

Global Retail

114.35

~~(24~~2.5)2

~~28.2~~

~~(4.7)~~

Total reportable segments

5530.19

3355.30

~~183.7~~

~~155.0~~

Corporate

(1215.37)

(1214.17)

~~(40.2)~~

~~(44.3)~~

Total

4215.82

2140.23

~~143.5~~

~~110.7~~

Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments. For that reason, it is impractical to disclose asset information on a segment basis.

1615. Restructuring and Integration Expense

As part of restructuring and integration activities the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs as well as other direct separation benefit costs, right of use asset impairment charges, fixed asset impairment charges, and accelerated depreciation of fixed assets. Severance and employee benefit costs primarily relate to cash severance, as well as non-cash severance, including accelerated equity award compensation expense. The Company also ~~incurs~~incurred expenses that are an integral component of, and directly attributable to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment.

The ~~expenses~~expense associated with integration initiatives are included in Selling, general and administrative and the expenses associated with restructuring activities are included in Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income.

Knoll Integration:

Following the Knoll acquisition, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize operations of the combined organization. ~~The~~To ~~Company~~date, ~~currently~~the ~~expects~~Company ~~that~~has ~~the~~recorded ~~Knoll~~a ~~Integration~~total ~~will~~of ~~result~~$144.4 million in pre-tax ~~cash~~integration expense related to this plan. No future costs ~~that~~related to this plan are expected. toThe beintegration ~~approximately~~expenses ~~$150 million,~~incurred ~~comprised~~by ofthe Company included expenses within the following categories:

•Severance and employee benefit costs associated with plans to integrate our operating structure, resulting in workforce reductions. These costs ~~will~~ primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits).

•Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges.

•Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the Knoll acquisition.

For the three months ended ~~March~~August 231, 2024, we incurred $728.63 million of costs related to the Knoll Integration which was comprised of $625.68 million of exit and disposal costs related to the consolidation of facilities, and $12.5 million of other integration costs.

For the three months ended ~~March~~September 42, 2023, we incurred $43.09 million of costs related to the Knoll Integration ~~including:~~which ~~$1.7 million~~was comprised of ~~severance and employee benefit costs,~~ $03.84 million of exit and disposal costs related to the consolidation of facilities, and $10.5 million of other integration costs

2219

~~For~~The ~~the~~following ~~nine~~table ~~months~~provides ~~ended~~an ~~March 2,~~analysis ~~2024,~~of wethe ~~incurred~~changes ~~$18.4~~in ~~million~~liability ofbalance ~~costs~~for ~~related~~Knoll toIntegration ~~the~~costs ~~Knoll~~that ~~Integration~~qualify ~~which~~as ~~was~~exit ~~comprised~~and ofdisposal ~~$15~~costs under U.3S. ~~million~~GAAP of(i.e., ~~exit~~severance and ~~disposal~~employee benefit costs ~~related~~and toexit ~~the~~and ~~consolidation~~disposal ofactivities) ~~facilities~~for ~~and~~the ~~$3.1 million~~three ofmonths ~~other~~ended ~~integration~~August 31, ~~costs.~~ 2024:

For the nine months ended March 4, 2023, we incurred $12.7 million of costs related to the Knoll Integration including: $3.1 million of severance and employee benefit costs, $3.6 million of of exit and disposal costs related to the consolidation of facilities, and $6.0 million of other integration costs.


(In millions)	Severance and Employee Benefit		Exit and Disposal Activities		Total
June 1, 2024	$	—	$	0.7	$	0.7
Integration Costs	—		25.8		25.8
Amounts Paid	—		(6.4)		(6.4)
Non-cash costs	—		(19.0)		(19.0)
August 31, 2024	$	—	$	1.1	$	1.1

The ~~following~~Company ~~table~~expects ~~provides~~that ~~an analysis of~~ the ~~changes~~remaining in liability ~~balance~~ for the Knoll Integration ~~costs that qualify~~ as ~~exit~~of ~~and~~August 31, ~~disposal costs under U.S. GAAP (i.e.~~2024, ~~severance~~will ~~and~~be ~~employee~~paid ~~benefit~~in ~~costs and exit and disposal activities) for~~ the ~~nine~~balance ~~months~~of ~~ended~~fiscal ~~March 2,~~year ~~2024:~~2025.

(In millions)	Severance and Employee Benefit		Exit and Disposal Activities		Total
June 3, 2023	$	2.9	$	—	$	2.9
Integration Costs	—		15.3		15.3
Amounts Paid	(2.8)		(10.2)		(13.0)
Non-cash costs	—		(3.9)		(3.9)
March 2, 2024	$	0.1	$	1.2	$	1.3

The Company expects that a substantial portion of the liability for the Knoll Integration as of March 2, 2024 will be paid in the balance of fiscal year 2024.

The following is a summary of integration expenses by segment for the periods indicated:

	Three Months Ended				~~Nine Months Ended~~
(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023		~~March 2, 2024~~		~~March 4, 2023~~
Americas Contract	$	522.85	$	23.21	$	~~15.3~~	$	~~6.2~~
International Contract & Specialty	15.85		0.57		~~3.0~~		~~2.0~~
Global Retail	—0.3		—		—		~~0.2~~
Corporate	—		10.31		~~0.1~~		~~4.3~~
Total	$	728.63	$	43.09	$	~~18.4~~	$	~~12.7~~

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. ~~The~~As of August 31, 2024, and June 1, 2024, the carrying amount of these assets held for sale was $43.62 million and $3.5 million, respectively, and is classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets ~~as of March 2, 2024~~. ~~No impairment has been recorded on the carrying value of the asset.~~

Restructuring Activities

During fiscal year ~~2023~~2024, the Company announced aan ~~series~~action ofrelated ~~actions that relate~~ to the ~~2023~~2024 restructuring plan ("~~2023~~2024 restructuring plan") to reduce expenses. ~~These~~This restructuring ~~activities~~activity included ~~voluntary and~~ involuntary reductions in workforces ~~and~~as ~~charges~~well ~~incurred~~as inexpenses ~~connection~~related ~~with the decision~~ to ~~cease operating Fully as~~ a ~~stand-alone~~facilities ~~brand.~~consolidation Asplan, ~~the~~comprised ~~result~~primarily of ~~these~~non-cash ~~actions,~~right ~~the Company projected an annualized expense reduction~~ of ~~approximately~~use ~~$30~~asset ~~million~~impairment tocharges ~~$35~~and ~~million.~~accelerated ~~The~~depreciation ~~Company~~of ~~incurred~~fixed ~~$34~~assets.0 ~~million~~For ~~of costs related to~~ the ~~2023~~year ~~restructuring~~ended ~~plan~~June 1, ~~comprised~~2024, ofthe ~~$27.9~~Company ~~million~~incurred ~~of severance and employee benefit costs and~~ $630.1 8 million of ~~non-impairment~~restructuring charges related to the ~~closure~~2024 ofrestructuring ~~the Fully business~~plan. The restructuring plan was complete in fiscal ~~2023~~2024 and no future costs related to this plan are expected.

~~During~~The ~~fiscal~~following ~~year~~table ~~2024,~~provides ~~the Company announced~~ an ~~action~~analysis ~~related~~of to the ~~2024~~changes ~~restructuring~~in ~~plan~~the ~~("2024~~ restructuring ~~plan")~~cost toreserve ~~reduce~~that ~~expenses.~~qualify ~~This~~as ~~restructuring~~exit ~~activity~~and ~~included~~disposal ~~involuntary~~costs ~~reductions~~under ~~in workforces~~U.S. AsGAAP ~~the result of the action~~(i.e., ~~the~~severance ~~Company~~and ~~projects~~employee anbenefit ~~annualized~~costs ~~expense~~and ~~reduction~~exit ofand ~~approximately~~disposal ~~$15.0~~activities) ~~million~~for tothe ~~$17.0~~2024 ~~million.~~restructuring ~~During~~plan for the three ~~and nine~~ months ended ~~March~~August 231, 2024 ~~the Company incurred $1.7 million and $8.7 million, respectively of severance and employee benefit costs related to the 2024 restructuring plan.~~ :



(In millions)	Severance and Employee-Related		Exit and Disposal Activities		Total
June 1, 2024	$	10.0	$	—	$	10.0
Restructuring Costs	—		—		—
Amounts Paid	(4.0)		—		(4.0)
August 31, 2024	$	6.0	$	—	$	6.0

The ~~following~~Company ~~table~~expects ~~provides~~that anremaining ~~analysis~~liability offor the ~~changes~~2024 inrestructuring ~~the~~plan ~~restructuring~~as ~~cost~~of ~~reserve~~August 31, ~~for~~2024, ~~the~~will ~~nine~~be ~~months~~paid ~~ended~~in ~~March 2,~~fiscal ~~2024:~~year 2025.

	Severance and Employee-Related
(In millions)	2024 Restructuring Plan		2023 Restructuring Plan
June 3, 2023	$	—	$	7.3
Restructuring Costs	8.7		—
Amounts Paid	(6.4)		(7.0)
March 2, 2024	$	2.3	$	0.3

The Company expects that remaining liability for the 2023 restructuring plan as of March 2, 2024 will be paid in fiscal year 2024. The Company expects that remaining liability for the 2024 restructuring plan as of March 2, 2024, will be paid in fiscal year 2024 and fiscal 2025.

The following is a summary of restructuring costs by segment for the periods indicated:

Three Months Ended

~~Nine Months Ended~~

(In millions)

~~March~~August 231, 2024

~~March~~September 42, 2023

~~March 2, 2024~~

~~March 4, 2023~~

Americas Contract

~~1.5~~—

4.43

~~5.8~~

~~17.5~~

International Contract & Specialty

~~0.1~~—

—0.7

~~1.6~~

~~0.7~~

Global Retail

~~0.1~~—

0.2

~~1.3~~

~~1.6~~

Total

~~1.7~~—

45.62

~~8.7~~

~~19.8~~

1716. Variable Interest Entities

The Company entered into long-term notes receivable with certain independently owned dealers that are deemed to be variable interests in variable interest entities. The carrying value of these long-term notes receivable was $1417.38 million and $617.39 million as of ~~March~~August 231, 2024, and June 31, ~~2023~~2024, respectively, and represents the Company’s maximum exposure to loss. The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each independently owned dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.

2421

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in millions, except share data)

The following is management's discussion and analysis of certain significant factors that affected the Company's financial condition, earnings, and cash flows during the periods included in the accompanying Condensed Consolidated Financial Statements and should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended June 31, ~~2023~~2024. References to “Notes” are to the footnotes included in the accompanying Condensed Consolidated Financial Statements.

Business Overview

The Company researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through independent contract office furniture dealers, direct customer sales, owned and independent retailers, ~~direct-mail catalogs,~~ and the Company’s eCommerce platforms. The following is a summary of results for the three months ended ~~March~~August 231, 2024:

•Net sales were $~~872~~861.35 million and orders were $~~830~~935.39 million, representing a decrease of 116.41% and 6.increase of 2.4%, respectively, when compared to the same quarter of the prior year. On an organic basis, which excludes the impact of foreign currency translation and the impact of the closure of the ~~Fully~~HAY ~~business~~eCommerce channel in North America, Net sales were $~~870~~864.53 million(*) and orders were $~~826~~940.94 million(*), representing an organic decrease of 105.13%(*) and 4increase of 3.75%(*), respectively, when compared to the same quarter of the prior year.

•Gross margin in the ~~third~~first quarter was 3839.60% aswhich is flat when compared to ~~34.1% for~~ the same quarter of the prior year. ~~The~~Benefits ~~increase~~from inpricing ~~gross~~actions, ~~margin~~favorable ~~was~~business ~~driven~~and ~~primarily~~product bymix and the realization of ~~price~~synergies ~~optimization~~associated ~~strategies;~~with ~~improved~~the ~~freight,~~Knoll ~~distribution~~acquisition ~~and~~offset ~~inventory management; an impairment charge in~~ the ~~same~~loss ~~quarter~~ of ~~the~~leverage ~~prior~~of ~~year~~fixed ~~that~~operating ~~did~~costs ~~not~~on ~~reoccur;~~lower ~~and~~sales ~~benefits from our ongoing synergy efforts following the Knoll acquisition~~volumes.

•Operating expenses ~~decreased~~increased by $203.23 million or 61.40% as compared to the same quarter of the prior year. The ~~decrease~~increase was driven primarily by ~~the~~higher ~~continued~~Knoll ~~realization~~integration ofcosts ~~cost synergies~~ as acompared ~~result~~to ofthe ~~optimization~~same ofperiod ~~our~~in ~~organizational~~the ~~structure~~prior year, offset in part by a reduction in restructuring costs, asreduced ~~compared~~variable-selling tocosts ~~the~~on ~~same~~lower ~~prior~~sales ofvolume and the ~~prior~~realization ~~year~~of assavings ~~well~~related asto ~~lower~~integration ~~variable~~and ~~costs~~restructuring ~~due to decreased sales~~actions.

•AsThe ofeffective ~~the~~tax ~~end of the third quarter, the Company has captured $153 million in annualized run~~ rate ~~synergies~~was 66.2% compared ~~following~~to ~~the~~24.4% ~~close~~for of the ~~Knoll~~same ~~acquisition in the first~~ quarter of ~~Fiscal~~the ~~2022~~prior year. The ~~Company~~current ~~continues~~quarter torate resulted ~~make~~from ~~further~~the ~~progress~~current onquarter ~~integration~~reflecting ~~plans~~a ~~and~~pre-tax ~~expects~~loss ~~total~~along ~~run-rate~~with ~~cost~~return ~~synergies~~ to ~~equal~~provision ~~$160~~true-ups ~~million~~recorded ~~per~~in ~~year~~the bycurrent ~~July~~period ~~2024~~compared ~~(three~~to ~~years following~~ the ~~acquisition~~prior ~~closing date)~~year.

•~~The~~Diluted ~~effective~~loss ~~tax~~per ~~rate~~share was ~~16.~~ $0% .02 as compared to ~~31.2%~~diluted ~~for~~earnings ~~the~~per ~~same~~share ~~quarter~~ of $0.22 in the prior year. ~~The~~Adjusted ~~current~~diluted ~~quarter~~earnings ~~rate~~per ~~benefited~~share ~~from~~was ~~favorable~~$0.36(*), ~~discrete~~a ~~impacts~~2.7%(*) ~~from~~decrease ~~return~~as tocompared ~~provision true-ups related~~ to ~~the~~prior ~~United~~year ~~States~~adjusted ~~research~~diluted ~~and~~earnings ~~development~~per ~~tax credit~~share.

•Diluted earnings per share was $0.30 as compared to $0.01 in the prior year. Excluding integration related costs, restructuring costs, impairment charges, and the amortization of intangible assets purchased as part of the Knoll acquisition, adjusted diluted earnings per share was $0.45(*), a 16.7%(*) decrease as compared to prior year adjusted diluted earnings per share.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations under the heading "Reconciliation of Non-GAAP Financial Measures."

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

•~~During~~MillerKnoll finished the ~~third~~first quarter, of fiscal year 2025 with demand ~~levels~~improvement ~~for~~within the ~~Company's~~Americas ~~products~~Contract ~~continued~~and toInternational beContract ~~impacted~~& bySpecialty ~~general~~segments. ~~economic~~This ~~uncertainty~~improvement ~~around~~in ~~the~~order ~~world~~volume was driven by ~~geopolitical~~a ~~concerns,~~general ~~persistent~~increase ~~inflationary~~in ~~effects~~day-to-day and project activity, including a ramp-up in larger project opportunities in the Americas and ~~elevated~~Asia. Demand in the Global Retail segment continues to reflect the impact of a tepid housing market, ~~interest~~though ~~rates~~the segment saw margin improvement in the quarter driven by investments in strengthening operational capabilities.

•The Americas Contract segment in the ~~third~~first quarter reported Net sales totaling $~~441~~454.16 million, down 97.03% compared to the prior year period on a reported basis and down 97.20%(*) organically. Americas Contract had new orders of $~~420~~512.17 million, which was aan ~~decrease~~increase of 95.02% from the prior year, and ~~down~~and 9increase of 5.47%(*) on an organic basis.

25•The International Contract & Specialty segment delivered Net sales in the first quarter of $213.5 million, a decrease of 6.5% from the year-ago period on a reported basis and a decrease of 6.3%(*) organically. New orders in this segment totaled $234.1 million, representing a year-over-year increase of 2.7% on a reported basis and an increase of 3.1%(*) organically.

•The International Contract & Specialty segment delivered Net sales in the third quarter of $217.3 million, a decrease of 10.4% from the year-ago period on a reported basis and a decrease of 10.6%(*) organically. New orders in this segment totaled $227.6 million, representing a year-over-year increase of 8.3% on a reported basis and an increase of 7.9%(*) organically. 22

•Net sales in the ~~third~~first quarter for the Global Retail segment totaled $~~213~~193.94 million, a decrease of 172.08% over the same quarter last year on a reported basis and aan ~~decrease~~increase of 110.34%(*) organically. Orders in the quarter totaled $~~182~~189.61 million, down 144.67% compared to the same period last year on a reported basis and down 7.1.6%(*) organically.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations under the heading "Reconciliation of Non-GAAP Financial Measures."

The remaining sections within Item 2 include additional analysis of the three ~~and nine~~ months ended ~~March~~August 231, 2024, including discussion of significant variances compared to the prior year periods.

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 report. 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 report include: Adjusted Earnings per Share 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~~Knoll pension plan termination charges, and the related tax effect of these adjustments. These adjustments are described further below.

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

The adjustments made to arrive at these non-GAAP financial measures are as follows:

•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 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.

26•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan.

•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.

•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 tables reconciles Net sales to Net sales, organic for the periods ended as indicated below:

	Three Months Ended
	March 2, 2024
	August 31, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
Net sales, as reported	$	~~441~~454.16		$	~~217~~213.35		$	~~213~~193.94		$	~~872~~861.35
% change from PY	(97.03)		%	(106.45)		%	(172.08)		%	(116.41)		%
Adjustments
Currency translation effects (1)	(1.0)4			(0.5)			(0.3)9			(12.8)
Net sales, organic	$	~~440~~456.10		$	~~216~~214.80		$	~~213~~194.63		$	~~870~~864.53
% change from PY	(97.20)		%	(~~10.~~6.3)		%	~~(11~~0.3)4		%	(105.13)		%
	Three Months Ended
	March 4, 2023
	September 2, 2023
	Americas Contract			International Contract & Specialty			Global Retail			Total
Net sales, as reported	$	~~484~~490.64		$	~~242~~228.53		$	~~257~~199.60		$	~~984~~917.7
Adjustments
Fully closure	—			—			(16.9)			(16.9)
HAY eCommerce	—			—			(5.5)			(5.5)
Net sales, organic	$	~~484~~490.64		$	~~242~~228.53		$	~~240~~193.75		$	~~967~~912.82
(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
(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.

2724

	Nine Months Ended
	March 2, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
Net sales, as reported	$	1,407.6		$	686.8		$	645.1		$	2,739.5
% change from PY	(9.3)		%	(11.9)		%	(19.2)		%	(12.5)		%
Adjustments
Currency translation effects (1)	(2.2)			(7.8)			(5.5)			(15.5)
Net sales, organic	$	1,405.4		$	679.0		$	639.6		$	2,724.0
% change from PY	(7.1)		%	(10.7)		%	(11.3)		%	(9.0)		%
	Nine Months Ended
	March 4, 2023
	Americas Contract			International Contract & Specialty			Global Retail			Total
Net sales, as reported	$	1,551.7		$	779.9		$	798.8		$	3,130.4
Adjustments
Fully closure	—			—			(59.3)			(59.3)
Impact of extra week in FY23	(38.7)			(19.6)			(18.2)			(76.5)
Net sales, organic	$	1,513.0		$	760.3		$	721.3		$	2,994.6
(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 tables reconcile orders as reported to organic orders for the periods ended as indicated below:

	Three Months Ended
	March 2, 2024
	August 31, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
Orders, as reported	$	~~420~~512.17		$	~~227~~234.61		$	~~182~~189.61		$	~~830~~935.39
% change from PY	(95.0)2		%	82.37		%	(144.67)		%	~~(6.~~2).4		%
Adjustments
Currency translation effects (1)	(12.8)4			(0.9)			(01.7)2			~~(3.~~4).5
Orders, organic	$	~~418~~515.31		$	~~226~~235.70		$	~~181~~190.93		$	~~826~~940.94
% change from PY	(95.4)7		%	73.91		%	(7.1.6)		%	(43.7)5		%
	Three Months Ended
	March 4, 2023
	September 2, 2023
	Americas Contract			International Contract & Specialty			Global Retail			Total
Orders, as reported	$	~~461~~487.63		$	~~210~~227.19		$	~~213~~198.75		$	~~885~~913.47
Adjustments
Fully closure	—			—			(17.8)			(17.8)
HAY eCommerce	—			—			(5.1)			(5.1)
Orders, organic	$	~~461~~487.63		$	~~210~~227.19		$	~~195~~193.94		$	~~867~~908.6
(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.

	Nine Months Ended
	March 2, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
Orders, as reported	$	1,344.8		$	689.4		$	653.8		$	2,688.0
% change from PY	(7.1)		%	(2.1)		%	(14.1)		%	(7.7)		%
Adjustments
Currency translation effects (1)	(6.0)			(8.4)			(6.3)			(20.7)
Orders, organic	$	1,338.8		$	681.0		$	647.5		$	2,667.3
% change from PY	(5.1)		%	(0.6)		%	(5.2)		%	(4.0)		%
	Nine Months Ended
	March 4, 2023
	Americas Contract			International Contract & Specialty			Global Retail			Total
Orders, as reported	$	1,447.0		$	704.2		$	760.7		$	2,911.9
Adjustments
Impact of extra week in FY23	(36.2)			(18.9)			(16.6)			(71.7)
Fully closure	—			—			(61.0)			(61.0)
Orders, organic	$	1,410.8		$	685.3		$	683.1		$	2,779.2
(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 earnings per share - diluted to adjusted earnings per share - diluted for the periods ended as indicated below:

	Three Months Ended				~~Nine Months Ended~~
	March 2, 2024		March 4, 2023		March 2, 2024		March 4, 2023
	August 31, 2024		September 2, 2023
Earnings per share - diluted	$	0.30	$	0.01	$	0.97	$	0.56
(Loss) earnings per share - diluted	$	(0.02)	$	0.22
Add: Amortization of Knoll purchased intangibles	0.08		0.0908		~~0.24~~		~~0.26~~
Add: Integration charges	0.1040		0.0507		~~0.26~~		~~0.14~~
Add: Restructuring charges	~~0.02~~—		0.0605		~~0.10~~		~~0.29~~
Add: Impairment charges	—		0.48		—		0.48
Add: Knoll pension plan termination charges	0.01		—
Tax impact on adjustments	(0.0511)		(0.1505)		~~(0.16)~~		~~(0.29)~~
Adjusted earnings per share - diluted	$	0.4536	$	0.5437	$	~~1.41~~	$	~~1.44~~
Weighted average shares outstanding (used for calculating adjusted earnings per share) – diluted	7470,~~146~~206,~~826~~373		7675,~~066~~707,~~215~~536		~~74,616,391~~		~~76,036,144~~

2925

Key Highlights

The following table presents certain key highlights from the results of operations for the three ~~and nine~~ months ended:

	Three Months Ended						~~Nine Months Ended~~
(In millions, except share data)	~~March~~August 231, 2024		~~March~~September 42, 2023		% Change		~~March 2, 2024~~		~~March 4, 2023~~		~~% Change~~
Net sales	$	~~872~~861.35	$	~~984~~917.7	(116.41)	%	$	~~2,739.5~~	$	~~3,130.4~~	~~(12.5)~~	%
Cost of sales	~~535~~525.32		~~649~~559.16		(176.51)	%	~~1,672.4~~		~~2,055.1~~		~~(18.6)~~	%
Gross margin	~~337~~336.03		~~335~~358.61		0(6.41)	%	~~1,067.1~~		~~1,075.3~~		~~(0.8)~~	%
Operating expenses	~~294~~321.21		~~314~~317.48		(61.4)0	%	~~923.6~~		~~964.6~~		~~(4.3)~~	%
Operating earnings	4215.82		2140.23		~~101~~(62.93)	%	~~143.5~~		~~110.7~~		~~29.6~~	%
Other expenses, net	1516.39		19.62		(2112.90)	%	~~50.6~~		~~53.8~~		~~(5.9)~~	%
Earnings before income taxes and equity income	27.5		1.6		N/A		92.9		56.9		63.3	%
(Loss) earnings before income taxes and equity income	(1.7)		21.1		N/A
Income tax expense	4.4		0.5		N/A		19.0		11.1		71.2	%
Income tax (benefit) expense	(1.1)		5.1		N/A
Equity (loss) income from nonconsolidated affiliates, net of tax	—		—		—	%	(0.3)		0.2		N/A
Equity income from nonconsolidated affiliates, net of tax	0.1		0.1		—	%
Net earnings	23.1		1.1		N/A		73.6		46.0		60.0	%
Net (loss) earnings	(0.5)		16.1		N/A
Net earnings attributable to redeemable noncontrolling interests	0.9		0.7		N/A		1.2		3.8		N/A
Net earnings (loss) attributable to redeemable noncontrolling interests	0.7		(0.6)		N/A
Net earnings attributable to MillerKnoll, Inc.	$	22.2	$	0.4	N/A		$	72.4	$	42.2	71.6	%
Net (loss) earnings attributable to MillerKnoll, Inc.	$	(1.2)	$	16.7	N/A
Earnings per share - basic	$	0.31	$	0.01	N/A		$	0.98	$	0.56	75.0	%
(Loss) earnings per share - basic	$	(0.02)	$	0.22	N/A
Orders	$	~~830~~935.39	$	~~885~~913.47	~~(6.~~2).4	%	$	~~2,688.0~~	$	~~2,911.9~~	~~(7.7)~~	%
Backlog	$	~~639~~758.40	$	~~732~~694.30	~~(12~~9.7)2	%

The following table presents select components of the Company's Condensed Consolidated Statements of Comprehensive (Loss) Income as a percentage of Net sales, for the three ~~and nine~~ months ended:

	Three Months Ended				~~Nine Months Ended~~
	March 2, 2024		March 4, 2023		March 2, 2024		March 4, 2023
	August 31, 2024		September 2, 2023
Net sales	100.0	%	100.0	%	~~100.0~~	%	~~100.0~~	%
Cost of sales	61.40	%	6561.90	%	~~61.0~~	%	~~65.6~~	%
Gross margin	3839.60	%	3439.10	%	~~39.0~~	%	~~34.4~~	%
Operating expenses	3337.73	%	3134.96	%	~~33.7~~	%	~~30.8~~	%
Operating earnings	41.98	%	24.24	%	~~5.2~~	%	~~3.5~~	%
Other expenses, net	12.80	%	2.01	%	~~1.8~~	%	~~1.7~~	%
Earnings before income taxes and equity income	3.2	%	0.2	%	3.4	%	1.8	%
(Loss) earnings before income taxes and equity income	(0.2)	%	2.3	%
Income tax expense	0.5	%	0.1	%	0.7	%	0.4	%
Income tax (benefit) expense	(0.1)	%	0.6	%
Equity (loss) income from nonconsolidated affiliates, net of tax	—	%	—	%	—	%	—	%
Equity income from nonconsolidated affiliates, net of tax	—	%	—	%
Net earnings	2.6	%	0.1	%	2.7	%	1.5	%
Net (loss) earnings	(0.1)	%	1.8	%
Net earnings attributable to redeemable noncontrolling interests	0.1	%	0.1	%	—	%	0.1	%
Net earnings (loss) attributable to redeemable noncontrolling interests	0.1	%	(0.1)	%
Net earnings attributable to MillerKnoll, Inc.	2.5	%	—	%	2.6	%	1.3	%
Net (loss) earnings attributable to MillerKnoll, Inc.	(0.1)	%	1.8	%

Net Sales

The following chart presents graphically the primary drivers of the year-over-year change in Net sales for the three ~~and nine~~ months ended ~~March~~August 231, 2024. The amounts presented in the graph are expressed in millions and have been rounded.

30Net sales decreased $56.2 million or 6.1% in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024. The following items contributed to the change:

~~Net~~•Decreased sales ~~decreased~~volume ~~$113~~within ~~million or 11% in~~ the ~~third~~Americas ~~quarter~~Contract ofand ~~fiscal~~International ~~2024~~Contract ~~compared~~& toSpecialty ~~the~~segments ~~third quarter~~ of ~~fiscal~~approximately ~~2023.~~$50 ~~The~~million ~~following~~and ~~items~~$10 ~~contributed~~million, torespectively. ~~the change:~~

•~~Decreased~~Decrease ~~sales~~of ~~volume~~$6 ~~within~~million ~~the~~related ~~International~~to ~~Contract~~the &closure ~~Specialty,~~of ~~Global~~the ~~Retail,~~HAY ~~and~~eCommerce ~~Americas~~channel ~~Contract~~in ~~segments~~North ofAmerica ~~approximately~~that ~~$25~~occurred ~~million,~~in ~~$25~~the ~~million~~prior ~~and $61 million, respectively~~year.

•~~Decrease~~Foreign ofcurrency ~~$17~~translation ~~million~~decreased ~~related~~Net tosales ~~the~~by ~~closure~~approximately of$3 ~~the Fully business that occurred in the prior year~~million. Offset in part by:

•Price increases, net of incremental discounting, which drove an increase in Net sales of approximately $1310 million.

•~~Foreign~~Increased ~~currency~~sales ~~translation~~volume ~~increased~~within ~~Net~~the ~~sales~~Global byRetail segment of approximately $23 million.

Net sales decreased $390 million or 12% in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023. The following items contributed to the change:

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

•Decrease of $61 million related to the closure of the Fully business that occurred in the prior year.

•Decreased sales volume within the Global Retail, International Contract & Specialty, and Americas Contract segments of approximately $60 million, $88 million and $183 million, respectively. Offset in part by:

•Price increases, net of incremental discounting, which drove an increase in Net sales of approximately $64 million.

•Foreign currency translation increased Net sales by approximately $15 million.

Gross Margin

Gross margin was 3839.60% in both the ~~third~~first quarter of fiscal ~~2024~~2025 asand ~~compared to 34.1% in~~ the ~~third~~first quarter of fiscal ~~2023~~2024. ~~The~~Although ~~following~~Gross ~~factors~~margin ~~summarize~~was flat to the ~~major~~prior ~~drivers~~year, ofsummarized ~~the~~below ~~year-over-year~~are ~~change~~factors inthat most significantly impacted gross margin ~~percentage~~during the quarter:

•~~Reduction~~Price ~~in costs from commodities~~increases, ~~storage~~net ~~and~~of ~~handling~~incremental ~~costs~~discounting, ~~freight~~contributed ~~and product distribution costs, as compared~~ to ~~the~~margin ~~same~~improvement ~~period~~ of ~~the prior year which increased gross margin by~~ approximately ~~240~~60 basis points.

•~~Charges~~Favorable inbusiness ~~the~~and ~~prior~~product ~~year~~mix ~~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 improvement of approximately ~~170~~60 basis points.

•~~Price~~Loss ~~increases,~~of ~~net~~leverage ofon ~~incremental~~lower ~~discounting,~~sales ~~contributed~~volumes tonegatively impacted margin ~~improvement~~by of approximately 90120 basis points.

~~•Savings 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;~~ 27

•Loss of leverage on lower sales volumes, which negatively impacted margin by approximately 70 basis points.

Gross margin was 39.0% in the nine months ended March 2, 2024 as compared to 34.4% for the same period in the prior fiscal year. 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 same period of the prior year which increased gross margin by approximately 330 basis points.

•Price increases, net of incremental discounting, contributed to margin improvement of approximately 150 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 60 basis points.

•Savings 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 130 basis points.

Operating Expenses

The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses for the three ~~and nine~~ months ended ~~March~~August 231, 2024. The amounts presented in the graphs are expressed in millions and have been rounded.

Operating expenses ~~decreased~~increased by $203.3 million or 61.40% in the ~~third~~first quarter of fiscal ~~2024~~2025 compared to the prior year period. The following factors contributed to the change:

•~~Charges~~Acquisition ~~for~~related ~~the~~integration ~~impairment~~charges ~~of assets associated with the decision to cease operating Fully as a stand-alone brand~~ contributed aan ~~decrease~~increase in Operating expenses as compared to the same period of the prior year of approximately $2224 million; ~~and~~This was offset in part by:

•Variable selling and marketing costs decreased by approximately $613 million, ~~due~~driven inby ~~part~~variability toon lower net sales and the ~~closure~~impact of cost synergies achieved through the ~~Fully~~acquisition ~~business~~of ~~that~~Knoll ~~occurred~~and restructuring actions taken in the prior year; ~~and~~

•~~Other~~Restructuring ~~costs~~charges ~~decreased~~related ~~approximately~~to $8reductions ~~million~~in asthe ~~compared~~Company's toworkforce in the prior year, of ~~which~~approximately ~~the largest category of decrease was product development costs which decreased~~ $45 million. ~~These~~that ~~decreases~~did ~~were~~not ~~offset~~occur in ~~part~~the ~~by:~~current year; and

33•Compensation and benefit costs, which decreased approximately $3 million, driven by changes in variable-based compensation and incentives.

•Compensation and benefit costs, which increased approximately $16 million, driven by changes in variable-based compensation and incentives.

Operating expenses decreased by $41 million or 4.3% in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023. The following factors contributed to the change:

•Charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand, restructuring charges related to reductions in the Company's workforce as well as acquisition related integration costs contributed a decrease in Operating expenses as compared to the same period of the prior year of approximately $27 million; and

•Variable selling and marketing costs decreased by approximately $16 million, due in part to the closure of the Fully business that occurred in the prior year; and

•Product development costs decreased approximately $13 million, primarily in the Americas Contract and Global Retail segments; and

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

•Savings from the realization of incremental synergies associated with the Knoll acquisition as compared to the same period in the prior year. These decreases were offset in part by:

•Compensation and benefit costs, which increased approximately $32 million, driven by changes in variable-based compensation and incentives.

Other Income/Expense

During the three months ended ~~March~~August 231, 2024, net Other expense was $1516.39 million, representing a decrease of $42.3 million compared to the same period in the prior year, driven primarily by ~~increased interest income as well as~~ reductions in foreign currency losses.

During the nine months ended March 2, 2024, net Other expense was $50.6 million, representing a decrease of $3.2 million compared to the same period in the prior year. This change is driven primarily by increased interest income in the current year offset in part by increased interest expense as compared to the same period of the prior year.

Income Taxes

See Note 109 of the Condensed Consolidated Financial Statements for additional information.

3428

Operating Segment Results

The business is comprised 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 evaluates financial information used to make operating decisions. The segments identified by the Company are Americas Contract, International Contract & Specialty, and Global Retail. Unallocated expenses are reported within the Corporate category. For descriptions of each segment, refer to Note 1514 of the Condensed Consolidated Financial Statements.

The charts below present the relative mix of Net sales and Operating earnings across each of the Company's segments during the three ~~and nine~~ month ~~periods~~period ended ~~March~~August 231, 2024. This is followed by a discussion of the Company's results, by reportable segment. The amounts presented in the charts are in millions and have been rounded.

3529

Americas Contract

	Three Months Ended									~~Nine Months Ended~~
(Dollars in millions)	~~March~~August 231, 2024			~~March~~September 42, 2023			Change			~~March 2, 2024~~			~~March 4, 2023~~			~~Change~~
Net sales	$	~~441~~454.16		$	~~484~~490.64		$	(4335.58)		$	~~1,407.6~~		$	~~1,551.7~~		$	~~(144.1)~~
Gross margin	~~145~~154.91			~~149~~174.68			(320.7)			~~481.7~~			~~452.5~~			~~29.2~~
Gross margin %	33.19		%	3035.96		%	2(1.27)		%	~~34.2~~		%	~~29.2~~		%	~~5.0~~		%
Operating earnings	2517.31			3241.54			(724.23)			~~101.8~~			~~78.2~~			~~23.6~~
Operating earnings %	53.78		%	68.74		%	(14.06)		%	~~7.2~~		%	~~5.0~~		%	~~2.2~~		%

For the three month comparative period, Net sales decreased 97.03%, or 97.20%(*) on an organic basis, over the prior year period due to:

•Decreased sales volumes within the segment of approximately $6150 million,. ~~driven~~Although bythe segment experienced growth in order volume during the ~~impact~~quarter, the timing of orders during the quarter and customer requests to ship product further out from order entry drove a ~~challenging~~year ~~macro-economic~~over ~~environment;~~year ~~offset~~decrease in ~~part~~sales; byand

•~~Price~~Unfavorable ~~increases,~~foreign ~~net~~currency oftranslation ~~incremental discounting~~ of approximately $162 million; ~~and~~offset in part by

•~~Favorable~~Price ~~foreign~~increases, ~~currency~~net ~~translation~~ of ~~approximately~~incremental discounting of $116 million.

For the nine month comparative period, Net sales decreased 9.3%, or 7.1%(*) on an organic basis, over the prior year period due to:

•Decreased volumes within the segment of approximately $183 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 same period of the prior year, which reduced sales approximately $39 million; offset in part by

•Price increases, net of incremental discounting of $76 million; and

•Favorable foreign currency translation of approximately $2 million.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations under the heading "Reconciliation of Non-GAAP Financial Measures."

For the three month comparative period, operating earnings decreased $724.23 million, or 2258.27%, over the prior year period due to:

•Decreased Gross margin of $420.7 million due to the decrease in net sales discussed above ~~offset~~and ina ~~part~~decrease ~~by an increase~~ in gross margin percentage of ~~220~~170 basis points. The ~~increase~~decrease in gross margin percentage was due primarily to:

◦~~The~~Loss ~~impact~~ of ~~incremental~~leverage ~~list~~of ~~price~~fixed ~~increases,~~costs ~~net~~due ofto ~~contract~~reduced ~~price~~production ~~discounting~~volumes which ~~provided~~had ana ~~approximately~~negative ~~250~~impact ~~basis~~on ~~point~~margin ~~improvement~~of ~~over~~approximately ~~the~~270 ~~prior~~basis ~~year~~points; and

◦~~Decreased~~Increased commodity ~~costs~~and ~~which~~product ~~provided~~distribution ~~an improvement of approximately 180 basis points. These increases were offset in part by increased labor~~ costs ~~as well as loss of labor and overhead leverage due to reduced production volumes~~ which had a negative impact on margin of ~~210~~130 basis points;. asThese ~~well~~increases aswere offset by:

◦The impact of incremental list price increases, net of contract price discounting which provided an approximately 230 basis point improvement over the prior year; as well as

◦The favorable impact of realization of synergies associated with the Knoll acquisition.

•Increased Operating expenses of $43.6 million driven primarily by an increase in variable compensation costs of approximately $9 million offset in part by decreased restructuring charges related to reductions in the Company's workforce of approximately $3 million and decreased product development costs of $2 million.:

~~For~~◦Increase ~~the~~acquisition ~~nine~~related ~~month~~integration ~~comparative~~costs ~~period,~~of ~~operating~~approximately ~~earnings increased~~ $~~23.6~~19 million, orin ~~30.2%,~~the ~~over~~current ~~the~~period. ~~prior~~This ~~year~~increase ~~period~~was ~~due~~offset toby:

~~•Increased~~◦Decreased ~~Gross~~variable ~~margin~~selling ofand ~~$29.2~~marketing ~~million~~costs ~~due to the increased gross margin percentage~~ of ~~500~~$7 ~~basis points. The increase in gross margin percentage was due primarily to:~~million;

◦~~The~~Decreased ~~impact~~restructuring ofcharges ~~incremental list price increases, net~~ of ~~contract~~$4 ~~price discounting, that increased gross margin percentage by 360 basis points~~million; and

36◦Decreased variable compensation and benefit costs of $4 million.

◦Decreased commodity and product distribution costs that increased gross margin percentage by 300 basis points. These increases were offset in part by increased labor costs as well as loss of labor and overhead leverage due to reduced production volumes as well as unfavorable product mix which had a negative impact on margin of 160 basis points.

•The improvement in operating earnings from Gross margin was offset in part by increased Operating expenses of $6 million. The following factors contributed to the change:

◦An increase in variable based compensation of approximately $18 million and increased Knoll integration related costs costs of $9 million; offset by

◦A decrease of approximately $11 million in restructuring charges related to reductions in the Company's workforce compared to the prior year, decreased product development costs of $5 million, as well as a decrease of $5 million due to the additional week in the prior year.

International Contract & Specialty

	Three Months Ended									~~Nine Months Ended~~
(Dollars in millions)	~~March~~August 231, 2024			~~March~~September 42, 2023			Change			~~March 2, 2024~~			~~March 4, 2023~~			~~Change~~
Net sales	$	~~217~~213.35		$	~~242~~228.53		$	(2514.28)		$	~~686.8~~		$	~~779.9~~		$	~~(93.1)~~
Gross margin	9695.81			~~100~~96.69			(31.8)			~~299.7~~			~~323.0~~			~~(23.3)~~
Gross margin %	44.5		%	4142.54		%	32.01		%	~~43.6~~		%	~~41.4~~		%	~~2.2~~		%
Operating earnings	189.53			2511.34			(62.81)			~~53.7~~			~~81.5~~			~~(27.8)~~
Operating earnings %	84.54		%	105.40		%	(10.96)		%	~~7.8~~		%	~~10.5~~		%	~~(2.7)~~		%

~~For the three month comparative period, Net sales decreased 10.4%, or 10.6%(*) on an organic basis, over the prior year period due to:~~ 30

~~•Decline~~For inthe ~~sales~~three ~~volume~~month ofcomparative ~~approximately~~period, ~~$25~~Net ~~million~~sales ~~driven~~decreased ~~mainly~~6.5%, byor ~~challenging~~6.3%(*) ~~macroeconomic~~on ~~conditions~~an inorganic ~~Europe~~basis, ~~and~~over ~~parts~~the ofprior ~~Asia-Pacific;~~year ~~offset~~period indue ~~part by~~to:

•~~Favorable~~Decline ~~foreign~~in ~~currency~~sales ~~translation~~volume of approximately $110 million.;

~~For~~•Incremental ~~the~~promotional ~~nine month comparative period~~discounting, ~~Net~~net ~~sales~~of ~~decreased~~price ~~11.9%~~increases, orwhich ~~10.7%(*)~~decreased onsales anby ~~organic~~$4 ~~basis,~~million; ~~over the prior year period due to:~~and

•~~Decreased~~Unfavorable ~~sales~~foreign ~~volume~~currency translation of approximately $881 million~~; 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 $8 million; and

•Price increases, net of incremental discounting of $7 million.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations under the heading "Reconciliation of Non-GAAP Financial Measures."

For the three month comparative period, operating earnings decreased $72.1 million, or 2718.4% over the prior year period due to:

•Decreased Gross margin of $41.8 million due to the decrease in net sales discussed above, offset by an increase in gross margin percentage of ~~300~~210 basis points due primarily to favorable product mix.

•Operating expenses ~~increased~~remained ~~approximately~~relatively $3flat ~~million~~to ~~which~~the ~~was~~prior ~~largely~~year. ~~due~~The tofactors anthat ~~increase~~most insignificantly ~~variable~~impacted ~~compensation~~operating ~~costs~~expenses induring the ~~current~~quarter ~~year.~~were:

~~For~~◦Increase ~~the~~in ~~nine~~integration ~~month~~related ~~comparative~~charges ~~period,~~in ~~operating~~the ~~earnings~~current ~~decreased~~year of $~~27.8~~5 million~~, or 34~~.~~1%,~~ ~~over~~This ~~the~~increase ~~prior~~was ~~year~~offset ~~period due to~~by:

•◦Decreased ~~Gross~~variable ~~margin~~compensation ofand ~~$23~~benefit ~~million~~costs ~~due~~and tocost ~~the~~synergies ~~decrease~~achieved inthrough ~~sales explained above, offset in part by an increase in gross margin percentage of 220 basis points due primarily to favorable product mix and~~ the ~~impact~~acquisition of ~~incremental list price increases, net of contract price discounting~~Knoll.

•Increased Operating expenses of $5 million which was largely due to an increase in variable compensation costs in the current year of $11 million, offset in part by a decrease of $4 million due to the additional week in the prior year and a decrease of $2 million of variable selling costs.

Global Retail

	Three Months Ended									~~Nine Months Ended~~
(Dollars in millions)	~~March~~August 231, 2024			~~March~~September 42, 2023			Change			~~March 2, 2024~~			~~March 4, 2023~~			~~Change~~
Net sales	$	~~213~~193.94		$	~~257~~199.60		$	(435.76)		$	~~645.1~~		$	~~798.8~~		$	~~(153.7)~~
Gross margin	9487.31			8586.4			80.97			~~285.7~~			~~299.8~~			~~(14.1)~~
Gross margin %	4445.10		%	3343.24		%	101.96		%	~~44.3~~		%	~~37.5~~		%	~~6.8~~		%
Operating earnings (loss)	11.3			(24.5)			35.8			28.2			(4.7)			32.9
Operating earnings	4.5			2.2			2.3
Operating earnings %	52.3		%	(91.5)1		%	141.82		%	~~4.4~~		%	~~(0.6)~~		%	~~5.0~~		%

For the three month comparative period, Net sales decreased 172.08%, and ~~decreased~~increased 110.34%(*) on an organic basis, over the prior year period due to:

•ADecrease ~~decrease in sales volume~~ of ~~approximately~~ $256 million, ~~driven~~related byto ~~elevated~~the ~~interest~~closure ~~rates~~of ~~in major markets around~~ the ~~world,~~HAY ~~ongoing~~eCommerce ~~geopolitical~~channel ~~concerns,~~in ~~and~~North aAmerica ~~lagging~~that ~~housing~~occurred ~~market~~ in the ~~U.S.;~~prior ~~and~~year;

•~~Decrease~~Incremental ofdiscounting, ~~$17~~net ~~million related to the closure~~ of ~~the~~price ~~Fully~~increases ~~business~~which ~~that~~decreased ~~occurred~~sales inby ~~the~~$2 ~~prior year~~million; and

•~~Incremental~~Unfavorable ~~discounting,~~foreign ~~net~~currency translation of ~~price~~approximately ~~increases~~$1 ~~which~~million; ~~decreased~~offset ~~sales~~in bypart ~~$2 million.~~by

~~For~~•An ~~the~~increase ~~nine~~in ~~month comparative period, Net~~ sales ~~decreased~~volume ~~19.2%,~~of ~~and~~approximately ~~decreased 11.~~$3~~%(*)~~ ~~on an organic basis, over the prior year period due to:~~million.

•Decrease of $61 million related to the closure of the Fully business that occurred in the prior year; and

•A decrease in sales volume of approximately $60 million, driven by a slowdown in the North American housing market and a continuation of general economic uncertainty; and

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

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

•Favorable foreign currency translation of approximately $6 million.

(*) Non-GAAP measurements; see accompanying reconciliations and explanations under the heading "Reconciliation of Non-GAAP Financial Measures."

For the three month comparative period, Operating earnings increased $362.3 million or ~~146~~104.15% over the prior year period due to:

•Increased Gross margin of $90.7 million due to the gross margin percentage increase of ~~1,090~~160 basis points which was attributable to:

◦~~Charges~~The inimpact ~~the~~of ~~prior~~reduced ~~year~~costs ~~for~~as ~~the~~compared ~~impairment~~to ofthe ~~assets~~prior year associated with ~~the~~product ~~decision~~distribution toand ~~cease~~inventory ~~operating~~paired ~~Fully~~with asoperational ~~a stand-alone brand; and~~efficiencies.

~~◦The~~•Decreased ~~impact~~Operating expenses of ~~reduced~~$1.6 ~~costs~~million asprimarily ~~compared~~related to lower variable selling and marketing costs driven by the ~~prior~~impact ~~year~~of ~~associated~~cost ~~with~~synergies ~~product~~achieved ~~distribution~~through ~~and~~the ~~inventory~~acquisition ~~handling~~of Knoll.

•Decreased Operating expenses of $27 million driven primarily by charges of $22 million in the prior year for the impairment charges of assets associated with the decision to cease operating Fully as a stand-alone brand, decreased variable selling and marketing costs, as well as a decrease due to to the closure of the Fully business that occurred in the prior year.

For the nine month comparative period, Operating earnings increased $32.9 million, or 700% over the prior year period due to:

•An increase in gross margin percentage of 680 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 unfavorable discounting, net of price increases.

•Decreased Operating expenses of $47 million driven primarily by charges of $22 million in the prior year for the impairment charges of assets associated with the decision to cease operating Fully as a stand-alone brand, decreased

variable selling and marketing costs of $14 million, decreased product development of $4 million, a decrease of $4 million due to the additional week in the prior year, as well as a decrease due to to the closure of the Fully business that occurred in the prior year.

Corporate

Corporate unallocated expenses totaled $1215.37 million for the ~~third~~first quarter of fiscal ~~2024~~2025, aan ~~decrease~~increase of $01.20 million from the ~~third~~first quarter of fiscal ~~2023~~2024. ~~The decrease was driven primarily by a reduction in integration costs as compared to the same period of the prior year.~~

Corporate unallocated expenses totaled $40.2 million for the first nine months of fiscal 2024, a decrease of $4.1 million from the same period of fiscal 2023. The decrease was driven primarily by a reduction in integration costs as compared to the same period of the prior year. 31

Liquidity and Capital Resources

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

(In millions)	~~March~~August 231, 2024		~~March~~September 42, 2023
Cash provided by (used in):
Operating activities	$	~~273~~21.91	$	70130.49
Investing activities	(6122.03)		(5326.23)
Financing activities	(~~213~~20.13)		(22111.1)
Effect of exchange rate changes	0.38		(80.3)5
Net change in Cash and cash equivalents	$	0(20.17)	$	(136.20)

Cash Flows - Operating Activities

~~The principal source of our operating cash flow is net earnings.~~ Net cash provided by operating activities for the ~~nine~~three months ended ~~March~~August 231, 2024, totaled $~~273~~21.91 million compared to $70130.49 million in the same period of the prior year. The ~~increase~~decrease in cash inflow is due primarily to ~~higher~~lower net income and achanges ~~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~~Working ~~following~~capital ~~all~~changes were primarily affected ~~these~~by ~~account~~payment ~~balances:~~of variable compensation in the current quarter as well as timing of collection of our receivables.

•The timing of collection of our receivables;

•Effective inventory management resulting in reduced inventory levels; and

•Increased variable compensation in the current year.

Cash Flows - Investing Activities

Cash used in investing activities for the ~~nine~~three months ended ~~March~~August 231, 2024, was $6122.03 million, as compared to $5326.23 million in the same period of the prior year. The ~~increase~~decrease in cash outflow in the current year, compared to the prior year, was primarily due to: a decrease in the total volume of notes receivable entered into with certain independently owned dealers in the current quarter as compared to the same period of the prior year, offset in part by increased capital expenditures in the quarter.

~~•An~~At ~~increase~~the inend ~~notes~~of ~~receivable~~the ~~received~~first quarter of fiscal 2025, there were outstanding commitments for capital purchases of $14.5 million. The Company plans to fund these commitments through a combination of cash on hand and cash flows from ~~certain~~operations. ~~independently~~The ~~owned~~Company ~~dealers~~expects full-year capital purchases to be between $100 million and $125 million, which will be primarily related to investments in the ~~current~~Company's facilities and equipment. This compares to full-year; capital spending of $78.4 million in fiscal 2024. Capital expenditures for the first three months of fiscal 2025 were $22.6 million compared to $19.9 million for the three months ended September 2, 2023.

•The advancement of $13.5 million of cash against the value of company owned life insurance policies received in the nine months ended March 4, 2023 for which there was no activity in the current year. Offset in part by:

•Proceeds of $3.5 million received in the nine months ended March 2, 2024 related to the sale of the Company's investment in Global Holdings Netherlands B.V.

At the end of the third quarter of fiscal 2024, there were outstanding commitments for capital purchases of $14.9 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 $70 million and $90 million, which will be primarily related to investments in the Company's facilities and equipment. This compares to full-year capital spending of $83.3 million in fiscal 2023. Capital expenditures for the first nine months of fiscal 2024 were $56.5 million compared to $60.6 million for the nine months ended March 4, 2023.

Cash Flows - Financing Activities

39Cash used in financing activities for the three months ended August 31, 2024, was $20.3 million, as compared to $111.1 million in the same period of the prior year. The decrease in cash used in the current quarter, compared to the prior year, was primarily due to:

~~Cash~~•Net ~~used~~borrowings inon ~~financing activities for~~ the ~~nine~~credit ~~months~~agreement ~~ended~~of ~~March 2, 2024 was~~ $~~213~~43.1 million, asin the current year compared to net payments of $2259.14 million in the same period of the prior year. ~~The increase in cash used in the current year, compared to the prior year, was primarily due to:~~

•~~Net~~The ~~payments~~Company onrepurchased ~~the~~1,544,733 ~~credit~~shares ~~agreement~~at a cost of $4843.87 million in the current year as compared to ~~net~~1,670,135 ~~borrowings~~share ofrepurchases totaling $5532.5 0 million in the same period of the prior year~~; and~~.

•The Company repurchased 4.6 million shares at a cost of $101.0 million during the nine months ended March 2, 2024 as compared to share repurchases totaling $15.9 million in the same period of the prior year.

Sources of Liquidity

The Company has taken actions to safeguard its cash flow and liquidity 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 the third quarter of fiscal 2024, 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 13 to the Condensed Consolidated Financial Statements. 32

(In millions)	March 2, 2024		June 3, 2023
Cash and cash equivalents	$	223.6	$	223.5
Availability under syndicated revolving line of credit	334.4		284.2
Total liquidity	$	558.0	$	507.7

At the end of the first quarter of fiscal 2025, 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.

Of the Cash and cash equivalents noted above at the end of the third quarter of fiscal 2024, the Company had $210.4 million of Cash and cash equivalents held outside the United States.


(In millions)	August 31, 2024		June 1, 2024
Cash and cash equivalents	$	209.7	$	230.4

Availability under syndicated revolving line of credit	278.7		322.3
Total liquidity	$	488.4	$	552.7

~~The~~Of ~~Company’s syndicated revolving line of credit, which matures in July, 2026, provides~~ the ~~Company~~Cash ~~with up to $725 million in revolving variable interest borrowing capacity~~ and ~~allows~~cash ~~the~~equivalents ~~Company~~noted toabove ~~borrow incremental amounts,~~ at ~~its~~the ~~option,~~end ~~subject~~of ~~to negotiated terms as outlined in~~ the ~~agreement.~~first ~~Outstanding~~quarter ~~borrowings~~of ~~bear~~fiscal ~~interest~~2025, ~~at rates based on~~ the ~~prime~~Company ~~rate,~~had ~~federal~~$201.3 ~~funds~~million ~~rate,~~of ~~SOFR~~Cash orand ~~negotiated~~cash ~~terms~~equivalents asheld ~~outlined~~outside in the ~~agreement~~United States.

AsThe Company’s syndicated revolving line of ~~March 2~~credit, ~~2024~~which matures in July 2026, provides the ~~total~~Company ~~debt~~with ~~outstanding~~up ~~related~~ to ~~borrowings~~$725 ~~under~~million in revolving variable interest borrowing capacity and allows the ~~syndicated~~Company ~~revolving~~to ~~line~~borrow ofincremental ~~credit~~amounts, ~~was~~at ~~$377.9~~its ~~million~~option, ~~with~~subject ~~available~~to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on ~~this~~the ~~facility~~prime ofrate, ~~$334.4~~federal ~~million.~~funds rate, SOFR or negotiated terms as outlined in the agreement.

~~The~~As ~~Company intends to repatriate $106.5 million~~ of ~~undistributed~~August 31, ~~foreign~~2024, ~~earnings all of which is held in cash in certain foreign jurisdictions with~~ the ~~remainder~~total ofdebt ~~undistributed~~outstanding ~~earnings outside the U.S. recorded in working capital. The Company has recorded a $5.8 million deferred tax liability~~ related to ~~foreign~~borrowings ~~withholding~~under ~~taxes on these future dividends received in~~ the ~~U.S.~~syndicated ~~from~~revolving ~~foreign~~line ~~subsidiaries. A significant portion~~ of ~~the~~credit was $~~106~~433.51 million ofwith ~~undistributed~~available ~~foreign~~borrowings ~~earnings~~on ~~was~~this ~~previously~~facility ~~taxed~~of ~~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~~278.27 million ~~on March 2, 2024~~.

The Company intends to repatriate $104.3 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 $3.7 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 $104.3 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 $347.5 million on August 31, 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.

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 June 1, 32024, ~~2023~~ was provided in the Company's Annual Report on Form 10-K for the year ended June 3 1, ~~2023~~2024. There have been no material changes in such obligations since that date.

Guarantees

See Note 1211 to the Condensed Consolidated Financial Statements.

Variable Interest Entities

See Note 1716 to the Condensed Consolidated Financial Statements.

Contingencies

See Note 1211 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 June 31, ~~2023~~2024.

New Accounting Standards

See Note 2 to the Condensed Consolidated Financial Statements.

Cautionary Note Regarding 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 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 ~~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 our most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ended June 31, ~~2023~~2024. 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.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

The information concerning quantitative and qualitative disclosures about market risk contained in the Company’s Annual Report on Form 10-K for the year ended June 31, ~~2023~~2024, has not changed materially. The nature of market risks from interest rates and commodity prices has not changed materially during the first ~~nine~~three months of fiscal ~~2024~~2025.

Foreign Exchange Risk

The Company primarily manufactures its products in the United States, United Kingdom, Canada, China, Italy, India, Mexico, and Brazil. It also sources completed products and product components from outside the United States. The Company's completed products are sold in numerous countries around the world. Sales in foreign countries as well as certain expenses related to those sales are transacted in currencies other than the Company's reporting currency, the U.S. dollar. Accordingly, production costs and profit margins related to these sales are affected by the currency exchange relationship between the countries where the sales take place and the countries where the products are sourced or manufactured. These currency exchange relationships can also impact the Company's competitive positions within these markets.

41In the normal course of business, the Company enters into contracts denominated in foreign currencies. The principal foreign currencies in which the Company conducts its business are the British pound sterling, Euro, Canadian dollar, Japanese yen, Mexican peso, Hong Kong dollar, Chinese renminbi, and the Danish krone. Changes in the fair value of such contracts are reported in earnings in the period the value of the contract changes. The net gain or loss upon settlement and the change in fair value of outstanding contracts is recorded as a component of Other (income) expense.

related to those sales are transacted in currencies other than the Company's reporting currency, the U.S. dollar. Accordingly, production costs and profit margins related to these sales are affected by the currency exchange relationship between the countries where the sales take place and the countries where the products are sourced or manufactured. These currency exchange relationships can also impact the Company's competitive positions within these markets. 34

In the normal course of business, the Company enters into contracts denominated in foreign currencies. The principal foreign currencies in which the Company conducts its business are the British pound sterling, euro, Canadian dollar, Japanese yen, Mexican peso, Hong Kong dollar, Chinese renminbi, and the Danish krone. Changes in the fair value of such contracts are reported in earnings in the period the value of the contract changes. The net gain or loss upon settlement and the change in fair value of outstanding contracts is recorded as a component of Other (income) expense.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~March~~August 231, 2024, and the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, the Company's disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarterly period ended ~~March~~August 231, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1: Legal Proceedings

There have been no material changes in the Company's legal proceedings from those set forth in the Company's Annual Report on Form 10-K for the year ended June 31, ~~2023~~2024.

Item 1A: Risk Factors

There have been no material changes in the Company's risk factors from those set forth in the Company's Annual Report on Form 10-K for the year ended June 31, ~~2023~~2024.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The Company has one share repurchase plan authorized by the Board of Directors on January 16, 2019, which provides a share repurchase authorization of $250.0 million with no specified expiration date. On July 16, 2024, the Company announced that the Board of Directors approved an increase to this repurchase plan to authorize an additional $200 million to fund share repurchases. The approximate dollar value of shares available for purchase under the plan at ~~March~~August 231, 2024, was $~~103~~222.5 million.

The following is a summary of share repurchase activity during the fiscal quarter ended ~~March~~August 231, 2024.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (in millions) (1)
12/3/2023 - 12/30/2023	101,883	$	27.50	101,883	$	141.7
6/2/2024 - 6/29/2024	—	$	—	—	$	266.3
12/31/2023 - 1/27/2024	801,927	$	25.94	801,927	$	120.9
6/30/2024 - 7/27/2024	736,905	$	27.45	736,905	$	246.0
1/28/2024 - 3/2/2024	629,620	$	27.62	629,620	$	103.5
7/28/2024 - 8/31/2024	807,828	$	29.10	807,828	$	222.5
Total	1,~~533~~544,~~430~~733			1,~~533~~544,~~430~~733

(1) Amounts are as of the end of the period indicated

The Company may repurchase shares from time to time in open market transactions, privately negotiated transactions, pursuant to accelerated share repurchase programs or otherwise in accordance with applicable federal securities laws. The timing and amount of the repurchases will be determined by the Company's management based on their evaluation of market conditions, share price and other factors. The share repurchase program may be suspended or discontinued at any time.

During the period covered by this report, the Company did not sell any shares of common stock that were not registered under the Securities Act of 1933.

Item 5: Other Information

~~During~~On September 23, 2024, Chris Baldwin, Group President, adopted a trading arrangement intended to satisfy the affirmative defense of SEC Rule 10b5-1(c). The trading arrangement provides for the sale of up to 101,462 of shares of the Company's common stock and has a duration that expires on September 22, 2025. Except as disclosed above, during the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a "Rule 10b5-1 Trading Arrangement" or "Non-Rule 10b5-1 Trading Arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6: Exhibits

The following exhibits (listed by number corresponding to the Exhibit table as Item 601 in Regulation S-K) are filed with this Report:

Exhibit Number Document

10.1 MillerKnoll, Inc. 2023 Long-Term Incentive Plan, ~~Nonemployee~~as ~~Director~~Amended, Global ~~Stock~~EBITDA ~~Option~~and Revenue Performance Share Unit with TSR Multiplier Award Agreement*

10.2 MillerKnoll, Inc. 2023 Long-Term Incentive Plan, as Amended, Global Restricted Stock Unit Award Agreement *

31.1 Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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* Denotes compensatory plan or arrangement.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MillerKnoll, Inc.

April 10, 2024

/s/ Andrea R. Owen

October 9, 2024

/s/ Andrea R. Owen

Andrea R. Owen

President and Chief Executive Officer

(Duly Authorized Signatory for Registrant)

April 10, 2024

/s/ Jeffrey M. Stutz

October 9, 2024

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz

Chief Financial Officer

(Duly Authorized Signatory for Registrant)

4538

Filing Compare · MILLERKNOLL, INC.