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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-K

(Mark One)


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

For the fiscal year ended ~~June~~May 131, ~~2024~~2025


☐			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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒

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 ☒ 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 ☒ 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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □

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

The aggregate market value of the voting stock held by “nonaffiliates” of the registrant (for this purpose only, the affiliates of the registrant have been assumed to be the executive officers and directors of the registrant and their associates) as of ~~December~~November 129, ~~2023~~2024, was $1.97 billion (based on $2625.6614 per share which was the closing sale price as reported by Nasdaq). As of July 1918, ~~2024~~2025, the registrant had 6967,~~830~~806,~~778~~605 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's Proxy Statement for the ~~2024~~2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

MillerKnoll, Inc.

Annual Report on Form 10-K

Table of Contents

			Page No.
Part I
Item 1 Business			2
Item 1A Risk Factors			6
Item 1B Unresolved Staff Comments			12
Item 1C Cybersecurity			12
Item 2 Properties			1415
Item 3 Legal Proceedings			15
Additional Item: Executive Officers of the Registrant			15
Item 4 Mine Safety Disclosures			16
Part II
Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities			17
Item 6 [Reserved]			19
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations			20
Item 7A Quantitative and Qualitative Disclosures about Market Risk			4443
Item 8 Financial Statements and Supplementary Data			4746
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures			9895
Item 9A Controls and Procedures			9895
Item 9B Other Information			9895
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			9895
Part III
Item 10 Directors, Executive Officers, and Corporate Governance			9996
Item 11 Executive Compensation			9996
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			9996
Item 13 Certain Relationships and Related Transactions, and Director Independence			~~100~~97
Item 14 Principal Accountant Fees and Services			~~100~~97
Part IV
Item 15 Exhibits and Financial Statement Schedule			~~101~~98
Exhibit Index			~~102~~99
Schedule II Valuation and Qualifying Accounts			~~104~~102
Item 16 Form 10-K Summary			~~104~~102
Signatures			~~105~~103

PART I

Item 1 Business

~~General Development of Business~~Overview

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

The Company researches, designs, manufactures 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 furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.

Powering the world's most dynamic design brands, 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®. ~~All of these companies are considered controlled subsidiaries.~~ MillerKnoll's corporate offices are located at 855 East Main Avenue, PO Box 302, Zeeland, Michigan, 49464-0302 and its telephone number is 616 654 3000. Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc. and its controlled subsidiaries. Further information relating to principles of consolidation is provided in Note 1 to the Consolidated Financial Statements included in Item 8 of this report.

Segments

The Company has three reportable segments: ~~Americas~~North America Contract, International Contract ~~& Specialty~~, and Global Retail. The Company also reports a corporate category consisting primarily of unallocated corporate expenses. For a more detailed description of the Company's segments, refer to Item 7 of this report.

Financial information relating to segments is provided in Note 1413 to the Consolidated Financial Statements included in Item 8 of this report.

Description of Business

MillerKnoll is a global leader of design. Our brands have led conversations on design for over 100 years, and we continue to drive our industry forward with visionary thinking and a purposeful approach. The Company's principal business consists of the research, design, manufacture, selling and distribution of seating products, furniture systems, other freestanding furniture elements, textiles, leather, felt, home furnishings and related services.

The Company's ingenuity and design excellence create award-winning products and services, which have made the Company a leader in the design and development of furniture, furniture systems, textiles, leather, felt and related technology and acoustical solutions. This leadership is exemplified by the innovative concepts introduced by the Company in its broad array of product offerings.

The Company's furniture systems, seating, freestanding furniture, storage, casegoods, textile products, leather, felt, acoustic products and related services are used in (1) institutional environments including offices and related conference, lobby, and lounge areas and general public areas including transportation terminals; (2) health/science environments including hospitals, clinics and other healthcare facilities; (3) industrial and educational settings; and (4) residential and other environments.

The Company's products are marketed worldwide by its own sales staff, independent dealers and retailers, via its eCommerce websites, and through its owned Herman Miller, Design Within Reach ("DWR"), HAY, Knoll, and Muuto retail stores and studios. Salespeople work with dealers, the architecture and design community, and directly with end-users. Independent dealerships concentrate on the sale of MillerKnoll products and some complementary product lines of other manufacturers. It is estimated that approximately 5753.47% of the Company's sales in the fiscal year ended ~~June~~May 131, ~~2024~~2025, were made todirectly or through independent dealers. The remaining sales were made directly to end-users, including federal, state and local governments and several business organizations by the Company's own sales staff, retail channels, or to independent retailers.

The Company is a recognized leader within its industry for the use, development, and integration of customer-centered technologies that enhance the reliability, speed, and efficiency of our customers' operations. This includes proprietary sales tools, interior design and product specification software, order entry and manufacturing scheduling and production systems, and direct connectivity to the Company's suppliers.

Raw Materials

The Company's manufacturing materials are available from a ~~significant~~ number of sources within North America, South America, Europe and Asia. The costs of certain direct materials used in the Company's manufacturing and assembly operations are sensitive to shifts in commodity market prices. In particular, the costs of steel, plastic, aluminum components and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber and resins. Increases in the market prices for these commodities can have an adverse impact on the Company's profitability. Further information regarding the impact of direct material costs on the Company's financial results is provided in Management's Discussion and Analysis in Item 7 of this report, "Management's Discussion and Analysis of Financial Condition and Results of Operations”.

Patents and Trademarks

The Company believes its intellectual property rights are an important component supporting the long-term success of its brands and its competitive position, and it strategically applies for, registers, and maintains its intellectual property rights in the United States and a number of foreign countries where such protection is available. These rights include patent, trademark, copyright and trade secrets, among other proprietary rights. The Company also maintains a robust intellectual property enforcement program to protect its intellectual property rights against third party infringements.

The Company and its subsidiaries hold many active utility and design patents in the United States as well as in a number of foreign countries. The Company has also registered various trademarks, including the name and stylized “Herman Miller” trademark, the “Herman Miller Circled Symbolic M” trademark, and the name and stylized “Knoll” trademark in the United States and many foreign countries, which it considers to be among its most valuable intellectual property rights.

The Company considers the following trademarks and any ~~associated~~ stylized depictions of ~~the~~its word marks to be among its most important trademarks for distinguishing the Company, its subsidiaries and its goods from those of others: ~~MillerKnollTM~~MillerKnoll, Herman Miller®, ~~Herman Miller Circled Symbolic M®,~~ Knoll®, Maharam®, Geiger®, Design Within Reach®, DWR®, HAY®, NaughtOne®, Colebrook Bosson Saunders, Nemschoff®, Holly Hunt®, Vladimir Kagan®, Muuto®, FilzFelt®, Edelman®, Spinneybeck®, DatesWeiser, the Herman Miller “Circled Symbolic M” logo, Aeron®, Mirra®, Embody®, Setu®, Sayl®, Cosm®, Caper®, Eames®, ~~Knoll®,~~ KnollExtra®, Knoll Luxe®, KnollStudio®, KnollTextiles®, ~~Edelman~~Remix®, ~~Spinneybeck~~Dividends® ~~Leather~~, Generation by Knoll®, Regeneration by Knoll®, MultiGeneration by Knoll®, ~~Remix®, Holly Hunt®, Vladimir Kagan®, Muuto®,~~ Barcelona®, and Womb®, as well as trademark registrations ~~for trade dress~~ and common law ~~rights in~~ trade dress rights for ~~some of~~ the Company’s ~~significant~~ product designs such as the Eames® Lounge Chair and Ottoman, the Barcelona® lounge chair, the Womb® chair, the Nelson Platform bench, the Aeron® chair, the Embody® chairs, and many others.

Customer Base

The Company approximates that no single independent dealer accounted for more than 3% of the Company's net sales in the fiscal year ended ~~June~~May 131, ~~2024~~2025. The Company estimates that the largest ~~single end-user~~ customer contract accounted for $~~180~~197.34 million, $~~174~~180.93 million and $~~114~~174.49 million of the Company's net sales in fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. This represents approximately 5% of the Company's net sales in fiscal ~~2024~~2025, 45% in fiscal ~~2023~~2024, and 34% in fiscal ~~2022~~2023. The Company's ten largest customers in the aggregate accounted for approximately 1618% of net sales in fiscal ~~2024~~2025, 1416% in fiscal ~~2023~~2024, and 1114% in fiscal ~~2022~~2023.

Backlog of Unfilled Orders

As of ~~June~~May 131, ~~2024~~2025, the Company's backlog of unfilled orders was $~~683~~761.63 million. At June 31, ~~2023~~2024, the Company's backlog totaled $~~698~~683.06 million. It is expected that substantially all of the orders forming the backlog at ~~June~~May 131, ~~2024~~2025, will be filled during the next fiscal year. Many orders received by the Company are reflected in the backlog for only a short period while other orders request extended delivery dates and are carried in the backlog for up to one year. Accordingly, the backlog at any particular time does not necessarily indicate the level of net sales for a particular succeeding period.

Government Contracts

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

Competition

All aspects of the Company's business are highly competitive. The Company competes largely on design, product and service quality, speed of delivery and product pricing. Although the Company is one of the largest furniture manufacturers in the world, it competes with manufacturers that have significant resources and sales as well as many smaller companies. The Company's most significant competitors are Haworth, HNI Corporation, and Steelcase Inc.

The Company also competes in the home furnishings industry, primarily against national, regional and independent home furnishings retailers who market high-craft furniture to end-user customers and the interior design community. These competitors include companies such as Arhaus, Inc., Crate & Barrel Holdings, Inc., ~~Hive Modern~~RH, ~~Restoration Hardware,~~ Room & Board, Inc., Wayfair Inc., and Williams-Sonoma, Inc. In this market, the Company competes primarily on design, product and service quality, speed of delivery and product pricing.

Research, Design and Development

The Company believes it draws great competitive strength from its research, design and development programs. Through research, the Company seeks to understand, define and clarify customer needs and problems. The Company designs innovative products and services that address customer needs and solve their problems. The Company uses both internal and independent research and design resources. Exclusive of royalty payments, the Company spent approximately $6260.07 million, $6762.60 million, and $7167.16 million on design and research activities in fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Generally, royalties are paid to designers of the Company's products as the products are sold and are included in the Design and research line item within the Consolidated Statements of Comprehensive Income.

Environmental Matters

The Company believes that a business must stand for more than just its products and services and the Company's people around the globe share a commitment to using business as a force for good.

Increased focus by U.S. and overseas governmental authorities on environmental matters is likely to lead to new governmental initiatives, particularly in the area of climate change. While we cannot predict the precise nature of these initiatives, we expect that they may impact our business both directly and indirectly. Although the impact would likely vary by world region and/or market, we believe that adoption of new regulations and execution of the Company's sustainability strategy ~~will~~have increased, and are expected to continue to increase costs for the Company. Also, there is a possibility that governmental initiatives, or actual or perceived effects of changes in weather patterns, climate, or water resources could have a direct impact on the operations of the Company in ways which we cannot predict at this time.

The Company monitors developments related to environmental matters and plans to respond to governmental initiatives in a timely and appropriate manner. The Company is focused on operating its global footprint with minimal impact on the environment and designing products with materials and processes that minimize impact on the planet.

Human Resources

The Company considers its employees to be amongst its competitive strengths. The Company has a focus on individual employee participation and incentives, believing that this emphasis has helped attract and retain a competent and engaged workforce. The Company's human resources group provides employee recruitment, education and development, as well as compensation planning and counseling. There have been no work stoppages or labor disputes in the Company's history. As of ~~June~~May 131, ~~2024~~2025, approximately 2% of the Company's employees are covered by collective bargaining agreements, most of whom are employees located in the United Kingdom, Italy, and Brazil.

As of ~~June~~May 131, ~~2024~~2025, the Company had approximately 10,~~200~~382 employees. In addition to its employee workforce, the Company uses temporary labor to meet fluctuating demand in its manufacturing operations.

~~Diversity,~~Community ~~Equity, Inclusion,~~ and Belonging

At MillerKnoll, we value being better together. We believe that our unique differences contribute to our collective success. We also respect that when we come together, we find more attributes that we share in common. We are committed to ~~diversity, equity, inclusion and belonging ("DEIB") and~~ creating opportunities for all people. This includes, but is not limited to, those who come from diverse cultural and ethnic backgrounds, from locations around the globe, ~~various gender identities, LGBTQ+,~~ people with differing abilities, those from military backgrounds, as well as those who have long tenure with the Company or may be reentering the workforce for a variety of reasons. We are committed to ensuring we support a culture of belonging to ensure all individuals thrive~~, and we focus on building diverse leadership across MillerKnoll~~. We believe that embracing ~~diverse~~varied perspectives contributes to an inclusive workplace and strengthens the communities where we live and work.

We continue to build ~~inclusivity~~belonging into our everyday practices by focusing on:

•An ongoing commitment to educate ourselves and integrate cultural competency across the organization;

•Driving a sense of belonging. We want ~~every~~to honor each individual employee toas bea valued member of our community, and ensure they feel fully seen, heard, understood and to feel connected to MillerKnoll in meaningful ways that matter to each person;

•Recruiting, developing, retaining, and promoting ~~inclusive and diverse~~ talent through concerted efforts that drive better results; and mirror the global population.

•Implementing and taking action on appropriate metrics and measures to hold ourselves accountable to our commitments.

Compensation

The Company's policy is to competitively compensate all employees for their contributions and to appropriately reward and motivate employees to deliver our business goals. We do this, in part, by closely monitoring and benchmarking compensation matters and working to ensure that our programs provide our employees with the right features to provide for their families and prepare for retirement. We provide competitive health and welfare benefits and retirement savings plans ~~(401k)~~. Retention of our talent is exceedingly important and drives how we design our programs.

International Operations

The Company's sales in international markets are made primarily to office and institutional customers as well as residential retail customers. The Company conducts business in the following major international markets: Canada, Europe, the Middle East, Africa, Latin America and the Asia Pacific region.

The Company's products currently sold in international markets are manufactured primarily by controlled subsidiaries in the United States, the United Kingdom, Italy, Canada, China, Brazil, Mexico and India. A portion of the Company's products sold internationally are also manufactured by third-party suppliers. Sales are made through wholly owned subsidiaries or branches in Canada, the United Kingdom, Italy, France, Denmark, the Netherlands, Mexico, Australia, Singapore, Japan, China (including Hong Kong), India and Brazil. The Company's products are offered in Canada, Europe, the Middle East, Africa, Latin America and the Asia Pacific region primarily through independent dealer and retail channels.

Additional information with respect to operations by geographic area appears in Note 2 of the Consolidated Financial Statements included in Item 8 of this report. Fluctuating exchange rates and factors beyond the control of the Company, such as tariff and foreign economic policies, may affect future results of international operations. Refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for further discussion regarding the Company's foreign exchange risk.

Available Information

The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the “Investors” section of the Company's website at www.millerknoll.com, as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). The Company's filings with the SEC are also available for the public to read via the SEC's website at www.sec.gov.

Item 1A Risk Factors

The following risk factors and other information included in this report should be carefully considered. The risks and uncertainties described below are not the only ones we face; others, either unforeseen or currently deemed not material, may also have a negative impact on our Company. If any of the following occurs, our business, operating results, cash flows, and financial condition could be materially adversely affected.

Business Related Risks

We may not be successful in implementing and managing our growth strategy.

We have established a growth strategy for the business based on a changing and evolving world. Through this strategy, we are focused on taking advantage of the changing composition of the office floor plate, the greater desire for customization from our customers, new technologies, and trends towards urbanization and working from home.

While we have confidence that our strategic plan reflects opportunities that are appropriate and achievable, and that we have anticipated and will manage the associated risks, there is the possibility that the strategy may not deliver the projected results due to inadequate execution, incorrect assumptions, sub-optimal resource allocation, or changing customer requirements.

To meet our goals, we believe we will be required to continually invest in the research, design, and development of new products and services, and there is no assurance that such investments will have commercially successful results.

Certain growth opportunities may require us to invest in acquisitions, alliances, and the startup of new business ventures. These investments, if available, may not perform according to plan and may involve the assumption of business, operational, or other risks that are new to our business.

Future efforts to expand our business may impact our ability to compete for business. It may also put the availability and/or value of our capital investments within these regions at risk. These expansion efforts expose us to operating environments with complex, changing, and in some cases, inconsistently-applied legal and regulatory requirements. Developing knowledge and understanding of these requirements poses a significant challenge, and failure to remain compliant with them could limit our ability to continue doing business in these locations.

Pursuing our strategic plan in new and adjacent markets, as well as within developing economies, will require us to find effective new channels of distribution. There is no assurance that we can identify or otherwise develop these channels of distribution.

In connection with the July 2021 acquisition of Knoll, we incurred significant additional indebtedness, which has increased our interest expense and could adversely affect us, including by decreasing our business flexibility.

The consolidated long-term debt of MillerKnoll as of ~~June~~May 131, ~~2024~~2025, was $1.2931 billion. As a result of our acquisition of Knoll in July 2021, we substantially increased our indebtedness, which has increased our interest expense and could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. We have also incurred various costs and expenses associated with such indebtedness. The amount of cash required to pay interest on our increased indebtedness levels and thus the demands on our cash resources are greater than the amount of cash flows previously required to service our indebtedness. The increased levels of indebtedness will also reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages for MillerKnoll relative to other companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the acquisition, or if the financial performance of the combined company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.

The indebtedness incurred in connection with the acquisition of Knoll contains various covenants that impose restrictions on us that may affect our ability to operate our business. These include both affirmative and negative covenants that, subject to certain significant exceptions, restrict the ability of us and certain of our subsidiaries to, among other things, incur liens on our property, incur additional indebtedness, enter into sale and lease-back transactions, make loans, advances, or other investments, make non-ordinary course asset sales, declare or pay dividends, engage in share repurchases or make other distributions with respect to equity interests, and/or merge or consolidate with any other person or sell or convey certain assets to any one person. In addition, the definitive documentation governing such indebtedness contains a financial maintenance covenant that requires us to maintain a certain leverage ratio at the end of each fiscal quarter. Our ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations under such indebtedness.

In addition, we may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions, or other general corporate requirements. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. There is no assurance we will be able to obtain such additional financing on terms acceptable to us or at all.

We have incurred and may continue to incur significant costs in connection with the integration of Knoll, which may be in excess of those we anticipate.

We have incurred and expect to continue to incur a number of non-recurring fees and costs associated with combining the operations of Herman Miller and Knoll and achieving desired synergies. These costs and expenses include those related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Macroeconomic and Workplace Trends Related Risks

Adverse economic and industry conditions have had a negative impact on our business, results of operations and financial condition.

Customer demand within the contract furniture and retail furnishings industries is affected by various macroeconomic factors with general corporate profitability, service sector employment levels, new office construction rates, and existing office vacancy rates being among the most influential factors. Continued declines in these measures over recent years have had an adverse effect on overall furniture demand. Additionally, factors and changes specific to our industry, such as developments in technology, governmental standards and regulations, and health and safety issues, can influence demand.

The markets in which we operate are highly competitive and we may not be successful in winning new business.

We are one of several companies competing for new business within the furniture industry. Many of our competitors offer similar categories of products, including office seating, systems and freestanding furniture, casegoods, storage products, as well as residential, education and healthcare furniture solutions. Although we believe that our innovative product design, functionality, quality, depth of knowledge, and strong network of distribution partners differentiate us in the marketplace, increased market pricing pressure and other factors could make it difficult for us to win new business with certain customers and within certain market segments at acceptable profit margins.

The retail furnishings market is highly competitive. We compete with national and regional furniture retailers, mail order catalogs and online retailers focused on home furnishings. We compete with these and other retailers for customers, suitable retail locations, vendors, qualified employees and management personnel. Some of our competitors have significantly greater financial, marketing and other resources than we possess. This may result in these competitors being quicker at important metrics such as adapting to changes, devoting greater resources to the marketing and sale of their products, generating greater national brand recognition, or adopting more aggressive pricing and promotional policies, including free shipping offers. In addition, increased catalog mailings and/or digital marketing campaigns by our competitors may adversely affect response rates to our own marketing efforts. As a result, increased competition may adversely affect our future financial performance.

retail locations, vendors, qualified employees and management personnel. Some of our competitors have significantly greater financial, marketing and other resources than we possess. This may result in these competitors being quicker at important metrics such as adapting to changes, devoting greater resources to the marketing and sale of their products, generating greater national brand recognition, or adopting more aggressive pricing and promotional policies, including free shipping offers. In addition, increased catalog mailings and/or digital marketing campaigns by our competitors may adversely affect response rates to our own marketing efforts. As a result, increased competition may adversely affect our future financial performance.

Our business presence outside the United States exposes us to certain risks that could negatively affect our results of operations and financial condition.

We have significant manufacturing and sales operations ~~in the United Kingdom, which represents our largest single marketplace~~ outside of the United States. Concerns exist relating to imposed and potential tariffs and customs regulations and the potential for short term logistics disruption as any such changes are implemented. This will impact both our suppliers and customers, including distributors, and could result in product delays and inventory issues. Further uncertainty in the marketplace also brings risk to accounts receivable and could result in delays in collection and greater bad debt expense. There also remains a risk for the value of the British Pound, Danish Krone, and/or the Euro to further deteriorate, reducing the purchasing power of customers in these regions and potentially undermining the financial health of the Company's suppliers and customers in other parts of the world.

We ~~also~~ have manufacturing operations in the United Kingdom, China, India, Italy, Canada, Mexico and Brazil. Additionally, our products are sold internationally through controlled subsidiaries or branches in Canada, the United Kingdom, Denmark, Italy, Korea, Mexico, Australia, China (including Hong Kong), India, Brazil, and other European countries. The Company's products are offered in Canada, Europe, the Middle East, Africa, Latin America and the Asia/Pacific region primarily through dealers and retail channels.

Doing business internationally exposes us to certain risks, many of which are beyond our control and could potentially impact our ability to design, develop, manufacture, or sell products in certain countries. These factors include, without limitation, political, social, and economic conditions; global trade conflicts and trade policies; legal and regulatory requirements; labor and employment practices; cultural practices and norms; natural disasters; security and health concerns; protection of intellectual property; and changes in foreign currency exchange rates.

In some countries, the currencies in which we import and export products can differ. Fluctuations in the rate of exchange between these currencies could negatively impact our business and our financial performance. Additionally, tariff and import regulations, international tax policies and rates, and changes in U.S. and international monetary policies ~~may~~have had, and are expected to continue to have an adverse impact on results of operations and financial condition.

InCurrent ~~connection~~and ~~with~~potential future geopolitical tensions, including the ongoing ~~war~~conflicts between Russia and Ukraine, and the ~~U.S.~~conflicts ~~government~~in ~~has~~the ~~imposed~~Middle ~~enhanced~~East, ~~export~~have ~~controls~~had onand ~~certain~~could ~~products~~continue ~~and~~to ~~sanctions~~have ona ~~certain~~broader ~~industry~~impact ~~sectors~~on ~~and~~the ~~parties~~global markets in ~~Russia.~~which ~~MillerKnoll~~we isdo ~~not~~business. ~~fulfilling~~An ~~any~~increase ~~existing~~in ~~orders~~these ortensions ~~accepting~~could ~~new~~adversely ~~orders~~affect ~~from~~our ~~Russia~~business and/or ~~Belarus~~our atsupply ~~this time. As a safety measure~~chain, webusiness ~~have~~partners ~~also~~or ~~stopped~~customers. ~~taking~~Continued ~~new~~global ~~orders~~conflicts ~~and~~are ~~fulfilling~~likely ~~orders~~to infurther ~~Ukraine.~~increase ~~This~~the ~~region~~cost ~~represents a small portion~~ of ~~our~~various ~~International Contract & Specialty business~~supplies, ~~and~~particularly wefor dopetroleum ~~not~~based ~~rely~~products. onThe ~~any~~impact ~~material goods~~ from ~~suppliers in~~ these ~~regions.~~conflicts, ~~While~~as wewell doas ~~not~~any ~~have~~actual ~~manufacturing facilities~~ or ~~offices~~potential inassociated ~~the~~international ~~region~~sanctions, wecannot ~~have~~be ~~historically~~predicted ~~sold~~or ~~products~~anticipated towith ~~two~~any ~~dealers~~reasonable indegree ~~Russia~~of ~~and~~certainty, ~~two~~including inthe ~~Belarus.~~impact ~~None~~on of the ~~revenue recognized in fiscal year 2024 and 2023 was from dealers located in countries under sanction~~Company.

Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, business partners or customers in the broader region. The continued conflict in that region, as well as the current and additional international sanctions against Russia, are likely to further increase the cost of various supplies, particularly for petroleum based products. The impact from this conflict, as well as the international sanctions, cannot be predicted or anticipated with any reasonable degree of certainty, including the impact on the Company.

A sustained downturn in the economy could adversely impact our access to capital.

The disruptions in the global economic and financial markets during 2007 to 2009 adversely impacted the broader financial and credit markets, at times reducing the availability of debt and equity capital for the market as a whole. Conditions such as these could re-emerge in the future. Accordingly, our ability to access the capital markets could be restricted at a time when we would like, or need, to access those markets, which could have an adverse impact on our flexibility to react to changing economic and business conditions. The resulting lack of available credit, increased volatility in the financial markets and reduced business activity could materially and adversely affect our business, financial condition, results of operations, our ability to take advantage of market opportunities and our ability to obtain and manage our liquidity. In addition, the cost of debt financing and the proceeds of equity financing may be materially and adversely impacted by these market conditions. The extent of any impact would depend on several factors, including our operating cash flows, the duration of tight credit conditions and volatile equity markets, our credit capacity, the cost of financing, and other general economic and business conditions. Our credit agreements contain performance covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, and limits on subsidiary debt and incurrence of liens. Although we believe none of these covenants is currently restrictive to our operations, our ability to meet the financial covenants can be affected by events beyond our control.

Changes in spending or budgetary policies of the U.S. Federal Government may materially adversely affect our business.

Sales to the U.S. federal government represented approximately 4% of total Company net sales in fiscal year 2025. On January 20, 2025, President Trump signed an executive order creating an advisory commission, the “Department of Government Efficiency,” to reform federal government processes and reduce expenditures. Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities and spending levels, have adversely affected and could continue to affect staffing levels and funding for government agencies that purchase our products.

Manufacturing, Supply Chain and Distribution Related Risks

~~Tariffs~~We ~~imposed~~expect bychanges ~~the~~to U.S. ~~government~~trade ~~could~~policy, ~~have~~including anew ~~material~~or ~~adverse~~increased ~~effect~~tariffs onand changing import/export regulations, to continue to adversely affect our operating results, and the impacts have been material. Although we have implemented a range of ~~operations~~cost mitigation actions, there is risk that these actions will not be sufficient to fully mitigate increased costs or that regulations could further increase costs in the future.

~~The~~Changes ~~imposition~~in ~~of tariffs by the~~ U.S. ~~government~~or oninternational ~~various~~social, ~~products imported from certain countries~~political, asregulatory ~~well~~or aseconomic ~~countering~~conditions ~~tariffs~~or onin ~~the~~laws ~~export~~and ofpolicies ~~U.S.~~governing ~~goods,~~foreign ~~has had~~trade, and ~~will~~any ~~likely~~potential ~~continue~~negative tosentiment ~~have,~~toward anthe ~~adverse~~U.S. ~~impact on our business, including~~ as a result of ~~increased~~such ~~costs~~changes, ~~for~~have, ~~certain of our raw materials~~ and ~~increasing~~could ~~the~~continue ~~costs for certain products that we export~~ to ~~other~~materially ~~countries. Accordingly, these tariffs~~ and ~~the~~adversely ~~possibility~~affect ~~of broader trade conflicts stemming from the tariffs could negatively impact~~ our business ~~in the future~~. The ~~tariffs~~U.S. onhas ~~imports,~~instituted ~~most~~certain ~~notably imports from China~~changes, ~~have~~and ~~impacted~~has ~~the~~proposed ~~cost~~additional ~~of steel~~changes, ain ~~key~~trade ~~commodity~~policies that weinclude ~~consume~~the innegotiation ~~producing~~or ~~products.~~termination ~~Given~~of trade agreements, the ~~significance~~imposition of ~~steel~~higher ~~costs~~tariffs toon ~~our~~imports ~~direct~~into ~~materials~~the ~~costs~~U.S., weand ~~closely~~other ~~monitor~~government ~~trade~~regulations ~~tensions~~affecting trade between the U.S. and ~~China.~~other ~~The~~countries ~~potential~~(such ~~impact~~as toCanada, ~~our direct material costs due to tariffs on Chinese imports is somewhat limited~~Mexico, ~~however~~China, ~~as purchases of direct materials (mainly component parts~~ and ~~products~~the ~~manufactured~~European ~~by third parties~~Union) ~~from~~where ~~China~~we ~~represented~~conduct anour ~~estimated~~business. 2%Global oftrade ~~our~~disruption, ~~consolidated~~significant ~~cost~~introductions of ~~sales~~trade ~~for~~barriers ~~fiscal~~and ~~2024.~~bilateral ~~Going~~trade ~~forward~~frictions, ~~continued~~together orwith ~~increased~~any ~~tariffs~~future ~~could~~downturns ~~negatively~~in ~~impact~~the ~~our~~global ~~gross~~economy ~~margin~~resulting ~~and~~therefrom, ~~operating performance. These factors also~~ have, ~~the~~and ~~potential~~could tofurther ~~significantly~~materially ~~impact global trade~~ and ~~economic~~adversely ~~conditions~~affect inour ~~many~~financial ~~of the regions where we do business~~performance.

The tariffs on imports, most notably imports from China, have impacted the cost of steel, a key commodity that we consume in producing products. Given the significance of steel costs to our direct materials costs, we closely monitor trade tensions between the U.S. and China. The potential impact to our direct material costs due to tariffs on Chinese imports is somewhat limited, however, as purchases of direct materials (mainly component parts and products manufactured by third parties) from China represented an estimated 3% of our consolidated cost of sales for fiscal 2025.

As a result of policy changes and government proposals, there may be greater restrictions and economic disincentives on international trade. The new tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods. Such changes both have had and have the potential to continue to adversely impact the U.S. economy, our industry and the global demand for our products, and as a result, have had a negative impact on our business, financial condition and results of operations. We have taken actions to mitigate these cost increases, including price increases and tariff surcharges. There is risk that these actions will not sufficiently offset the cost of tariffs and other trade policy actions.

Disruptions in the supply of raw and component materials could adversely affect our manufacturing and assembly operations.

We rely on outside suppliers to provide on-time shipments of the various raw materials and component parts used in our manufacturing and assembly processes. The timeliness of these deliveries is critical to our ability to meet customer demand. Disruptions in this flow of delivery may have a negative impact on our business, results of operations, and financial condition.

Increases in the market prices of manufacturing materials may negatively affect our profitability.

The costs of certain manufacturing materials used in our operations are sensitive to shifts in commodity market prices, including the impact of the U.S. and retaliatory tariffs. In particular, the costs of steel, plastic, aluminum components, and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber, and resins.

Disruptions within our dealer network could adversely affect our business.

Our ability to manage existing relationships within our network of independent dealers is crucial to our ongoing success. Although the loss of any single dealer would not have a material adverse effect on the overall business, our business within a given market could be negatively impacted by disruptions in our dealer network caused by the termination of commercial working relationships, ownership transitions, or dealer financial difficulties.

If dealers go out of business or restructure, we may suffer losses because they may not be able to pay for products already delivered to them. Also, dealers may experience financial difficulties, creating the need for outside financial support, which

~~If dealers go out of business or restructure, we~~ may ~~suffer losses because they may~~ not be ~~able to pay for products already delivered to them. Also, dealers may experience financial difficulties, creating the need for outside financial support, which may not be~~ easily obtained. The Company has, on occasion, agreed to provide direct financial assistance through term loans, lines of credit, and/or loan guarantees to certain dealers. Those activities increase our financial exposure.

A ~~continued~~ shortage of qualified labor could negatively affect our business and materially reduce earnings.

The future success of our operations depends on our ability, and the ability of third parties on which we rely, to identify, recruit, develop and retain qualified and talented individuals in order to supply and deliver our products. Any shortage of qualified labor could have a negative impact on our business. Employee recruitment, development and retention efforts that we or such third parties undertake may not be successful, which could result in a shortage of qualified individuals in future periods. Any such shortage could decrease our ability to effectively produce and meet customer demand. Such a shortage would also likely lead to higher wages for employees (or higher costs to purchase the services of such third parties) and a corresponding reduction in our results of operations. In the current operating environment, we are experiencing a shortage of qualified labor in certain geographies, particularly with plant production workers, resulting in increased costs from certain temporary wage actions, such as hiring and referral bonus programs. A continuation of such shortages for a prolonged period of time could have a material adverse effect on our operating results.

Financial Related Risks

We are subject to risks associated with self-insurance related to health benefits.

We are self-insured for our health benefits and maintain per employee stop loss coverage; however, we retain the insurable risk at an aggregate level. Therefore unforeseen or catastrophic losses in excess of our insured limits could have a material adverse effect on the Company’s financial condition and operating results. See Note 1 of the Consolidated Financial Statements for information regarding the Company’s retention level.

Goodwill and indefinite-lived intangible asset impairment charges may adversely affect our operating results.

We have a substantial amount of goodwill and indefinite-lived intangible assets, primarily trademarks, on our balance sheet. We test the goodwill and intangible assets for impairment both on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding actual and forecasted revenue growth rates, operating margins, discount rates, and royalty rates. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units, declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital, or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-life intangible assets may not be recoverable. We may be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial results.

Impairment of long-lived assets may adversely affect our operating results.

Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial results.

Costs related to product defects could adversely affect our profitability.

We incur various expenses related to product defects, including product warranty costs, product recall and retrofit costs, and product liability costs. These expenses relative to product sales vary and could increase. We maintain reserves for product defect-related costs based on estimates and our knowledge of circumstances that indicate the need for such reserves. We cannot, however, be certain that these reserves will be adequate to cover actual product defect-related claims in the future. Any significant increase in the rate of our product defect expenses could have a material adverse effect on operations.

General Risks

We are subject to risks and costs associated with protecting the integrity and security of our systems and confidential information.

We collect certain customer-specific data, including credit card information, in connection with orders placed through our eCommerce websites, direct-mail catalog marketing program, and retail studios. For these sales channels to function and develop successfully, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information and other personal information regarding our customers, securely over public and private networks. Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere with our systems or processes or those of our vendors. While we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. The techniques used to obtain unauthorized access to systems change frequently and are not often recognized until after they have been launched.

and private networks. Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere with our systems or processes or those of our vendors. While we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. The techniques used to obtain unauthorized access to systems change frequently and are not often recognized until after they have been launched.

Any person who circumvents our security measures could destroy or steal valuable information or disrupt our operations. Any security breach could cause consumers to lose confidence in the security of our information systems, including our eCommerce websites or retail studios and choose not to purchase from us. Any security breach could also expose us to risks of data loss, litigation, regulatory investigations, and other significant liabilities. Such a breach could also seriously disrupt, slow or hinder our operations and harm our reputation and customer relationships, any of which could damage our business.

A security breach includes a third party wrongfully gaining unauthorized access to our systems for the purpose of misappropriating assets or sensitive information, loading corrupting data, or causing operational disruption. These actions may lead to a significant disruption of the Company’s IT systems and/or cause the loss of business and business information resulting in an adverse business impact, including: (1) an adverse impact on future financial results due to theft, destruction, loss misappropriation, or release of confidential data or intellectual property; (2) operational or business delays resulting from the disruption of IT systems, and subsequent clean-up and mitigation activities; and (3) negative publicity resulting in reputation or brand damage with customers, partners or industry peers.

The United States federal and state governments are increasingly enacting laws and regulations to protect consumers against identity theft. Also, as our business expands globally, we are subject to data privacy and other similar laws in various foreign jurisdictions. If we are the target of a cybersecurity attack resulting in unauthorized disclosure of our customer data, we may be required to undertake costly notification procedures. Compliance with these laws will likely increase the costs of doing business. If we fail to implement appropriate safeguards or to detect and provide prompt notice of unauthorized access as required by some of these laws, we could be subject to potential fines, claims for damages and other remedies, which could harm our business.

Due to the political uncertainty and military actions involving Russia, Ukraine, and surrounding regions, we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware, or other cyber-attacks, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products.

We are subject to risks and potential costs associated with disruption to our technology systems as well as our ability to adequately maintain and update those systems to support growth initiatives and increasing business complexity.

Our business is increasingly dependent on information technology systems that are complex and relied on extensively throughout our business operations. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputational risk. We have invested, and expect to continue to invest, in maintaining and updating our technology systems, however implementing changes increases the risk of system disruption.

We are unable to control the factors affecting consumer spending. Declines in consumer spending on furnishings could reduce demand for our products.

The operations of our Global Retail segment are sensitive to a number of factors that influence consumer spending, including general economic conditions, consumer disposable income, unemployment, inclement weather, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates, sales tax rates and rate increases, inflation, and consumer confidence in future economic conditions. Adverse changes in these factors have reduced, and in the future may further reduce consumer demand for our products, resulting in reduced sales and profitability.

A number of factors that affect our ability to successfully implement our retail studio strategy, including opening new locations and closing existing studios, are beyond our control. These factors may harm our ability to increase the sales and profitability of our retail operations.

Approximately 4135% of the sales within our Global Retail segment are transacted within our retail stores. Additionally, we believe our retail stores have a direct influence on the volume of business transacted through other channels, including our consumer eCommerce and direct-mail catalog platforms, as many customers utilize these physical spaces to view and experience products prior to placing an order online or through the catalog call center. Our ability to open additional stores or close existing stores successfully will depend upon a number of factors beyond our control, including, without limitation:

experience products prior to placing an order online or through the catalog call center. Our ability to open additional stores or close existing stores successfully will depend upon a number of factors beyond our control, including, without limitation:

•general economic conditions;

•identification and availability of suitable locations;

•success in negotiating new leases and amending or terminating existing leases on acceptable terms;

•success of other retailers in and around our retail locations;

•ability to secure required governmental permits and approvals;

•hiring and training skilled studio operating personnel; and

•landlord financial stability.

We may incur significant increased costs and become subject to additional potential liabilities ~~under~~related ~~environmental~~to ~~and~~regulatory, ~~other~~market ~~laws~~ and ~~regulations~~or ~~aimed~~legal atrelated ~~combating~~measures to address climate change.

~~Increased~~We ~~focus~~have byestablished ~~the~~and ~~U.S.~~publicly ~~and~~announced ~~other~~sustainability ~~governmental~~goals. ~~authorities~~These ongoals ~~climate~~include ~~change~~science-based ~~and~~targets ~~other~~for ~~environmental~~the ~~matters~~reduction ~~has~~of ~~led~~Scope to1, ~~enhanced~~2 ~~regulation~~and in3 ~~these~~greenhouse ~~areas,~~gas ~~which~~emissions. isOur ~~expected~~ability to ~~result~~achieve inany ~~increased~~stated ~~compliance~~goal, ~~costs~~target ~~and~~or ~~could~~objective is subject us to ~~additional~~numerous ~~potential~~factors ~~liabilities.~~and ~~The~~conditions, ~~extent~~many of ~~these~~which ~~costs~~are ~~and~~outside ~~risks~~of isour ~~difficult~~control. toExamples ~~predict~~of ~~and~~such ~~will~~factors ~~depend~~include inevolving ~~large~~regulatory ~~part~~requirements onaffecting ~~the~~sustainability ~~extent~~standards ofor ~~final~~disclosures ~~regulations~~or ~~and~~imposing ~~the~~different ~~ways~~requirements, inthe ~~which~~pace ~~those~~of ~~regulations~~changes ~~are~~in ~~enforced.~~available Wematerials ~~operate~~ and ~~have~~technology, ~~manufacturing~~as ~~facilities~~well inas ~~multiple regions across~~ the ~~globe,~~availability ~~and the impact~~ of ~~additional~~suppliers ~~regulations~~that incan ~~this~~meet ~~area~~our issustainability ~~likely~~and toother ~~vary by region~~standards. ItWe ismay ~~expected~~incur ~~the~~significant costs as we ~~incur~~work to ~~comply~~implement ~~with~~our ~~any~~sustainability ~~such~~goals, ~~final~~which ~~regulations~~were ~~and~~announced ~~implement~~fiscal ~~our~~year ~~own~~2025, ~~sustainability~~which ~~goals~~include ~~could~~efforts beto ~~material~~reduce our carbon footprint.

Furthermore, standards for tracking and reporting sustainability matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from other companies. Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products as well as potentially expose us to enforcement actions and litigation.

Additionally, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters has led to enhanced regulation in these areas, which is expected to result in increased compliance costs and could subject us to additional potential liabilities. The extent of these costs and risks is difficult to predict and will depend in large part on the extent of final regulations and the ways in which those regulations are enforced. We operate and have manufacturing facilities in multiple regions across the globe, and the impact of additional regulations in this area is likely to vary by region. It is expected the costs we incur to comply with any such final regulations and execute on our own sustainability goals could be material.

Government and other regulations could adversely affect our business.

Government and other regulations apply to the manufacture and sale of many of our products. Failure to comply with these regulations or failure to obtain approval of products from certifying agencies could adversely affect the sales of these products and have a material negative impact on operating results.

Item 1B Unresolved Staff Comments

None.

Item 1C Cybersecurity

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management. The Company’s Board of Directors as well as its Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”), are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. We have established policies, standards, processes, and practices for assessing, identifying, managing and mitigating material risks from cybersecurity threats.

Directors as well as its Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”), are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. We have established policies, standards, processes, and practices for assessing, identifying, managing and mitigating material risks from cybersecurity threats.

Risk Assessment and Management

We rely on a multidisciplinary team, including our information security function, legal department, management, and third-party service providers to identify, assess, remediate and manage cybersecurity threats and risks. We identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and our risk profile using various methods including, for example, manual and automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of the threat environment, utilizing internal and external audits, and conducting threat and vulnerability assessments.

At least annually, we review our security controls and address information security vulnerabilities, conduct security testing, and assess our external sources for their security risk (e.g., security incidents, data security, security controls, third parties, etc.). The results of the assessment are used to drive alignment and prioritization of initiatives to enhance our security posture, improve security processes, and to manage a broader enterprise-level risk program that is presented to the Board of Directors, the Audit Committee, and members of management.

The Company maintains various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats against our information systems and data. These include:

•incident detection and response

•vulnerability management

•disaster recovery plans

•internal controls within our accounting and financial reporting functions

•encryption of data

•network security controls

•access controls

•physical security

•asset management

•systems monitoring

•vendor risk management program

•employee training.

Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company. Refer to Item 1A for a discussion of cybersecurity risks. To date, no risks from cybersecurity threats have materially affected the Company and, while possible, we do not believe any such material effect is reasonably likely.

Governance

Our Board of Directors is responsible for overseeing our enterprise risk management activities, and each of our Board committees assists the Board in the role of risk oversight. The full Board receives an update on the Company’s risk management process and the risk trends related to cybersecurity at least annually. The Audit Committee specifically assists the Board of Directors in its oversight of risks related to cybersecurity. The Audit Committee receives quarterly reports from management about emerging data privacy and cybersecurity developments and threats, the Company’s cybersecurity posture which includes a review of the state of the Company’s cybersecurity, and the Company’s strategy to mitigate data protection and cybersecurity risks.

Our CISO, CTO, and ~~General~~Chief ~~Counsel~~Legal Officer have primary responsibility for assessing and managing material cybersecurity risks and are members of management’s Information Security Council (the “Security Council”), which is a governing body that drives alignment on security decisions across the Company. The Security Council meets regularly to review and make recommendations on security policies and procedures, risk mitigation strategies, incident response and management plans and stakeholder engagement. Our CISO is an experienced information systems security professional with many years of experience.

We have an established process led by our Security Council to govern our assessment, response, and notifications internally and externally upon the occurrence of a cybersecurity incident. Depending on the nature and severity of an incident, this process provides escalation procedures to our CEO, Audit Committee, and the Board of Directors.

~~Item~~We 2have ~~Properties~~an established process led by our Security Council to govern our assessment, response, and notifications internally and externally upon the occurrence of a cybersecurity incident. Depending on the nature and severity of an incident, this process provides escalation procedures to our CEO, Audit Committee, and the Board of Directors.

The Company owns or leases facilities located throughout the United States and several foreign countries. The location, square footage and use of the most significant facilities at June 1, 2024 were as follows:

Owned Locations	Square Footage (in Thousands)	Use
Zeeland, Michigan	771	Manufacturing, Warehouse, Office
East Greenville, Pennsylvania	735	Manufacturing, Warehouse, Office
Spring Lake, Michigan	615	Manufacturing, Warehouse, Office
North York, Canada	386	Manufacturing, Warehouse, Office
Muskegon, Michigan	367	Manufacturing, Office
Holland, Michigan	357	Warehouse
Holland, Michigan	293	Manufacturing, Office
Foligno, Italy	260	Manufacturing, Warehouse, Office
Holland, Michigan	242	Office, Design
Sheboygan, Wisconsin	208	Manufacturing, Warehouse, Office
Melksham, United Kingdom	170	Manufacturing, Warehouse, Office
Graffignana, Italy	108	Manufacturing, Warehouse, Office
Leased Locations	Square Footage (in Thousands)	Use
Alburtis, Pennsylvania	718	Warehouse
Batavia, Ohio	618	Warehouse
Dongguan, China	423	Manufacturing, Office
Ringsted, Denmark	274	Warehouse
Berlin, Germany	220	Warehouse
West Chester, Ohio	220	Warehouse
Bangalore, India	217	Manufacturing, Warehouse, Office
La Grange Highlands, Illinois	210	Warehouse
Atlanta, Georgia	205	Manufacturing, Warehouse, Office

Item 2 Properties


Owned Locations	Square Footage (in Thousands)	Use
Zeeland, Michigan	771	Manufacturing, Warehouse, Office
East Greenville, Pennsylvania	735	Manufacturing, Warehouse, Office
Spring Lake, Michigan	615	Manufacturing, Warehouse, Office
North York, Canada	386	Manufacturing, Warehouse, Office
Muskegon, Michigan	367	Manufacturing, Office
Holland, Michigan	357	Warehouse
Holland, Michigan	293	Manufacturing, Office
Foligno, Italy	260	Manufacturing, Warehouse, Office
Holland, Michigan	242	Office, Design
Melksham, United Kingdom	170	Manufacturing, Warehouse, Office
Graffignana, Italy	108	Manufacturing, Warehouse, Office

Leased Locations	Square Footage (in Thousands)	Use
Alburtis, Pennsylvania	718	Warehouse
Batavia, Ohio	618	Warehouse
Dongguan, China	423	Manufacturing, Office
Ringsted, Denmark	274	Warehouse
La Grange Highlands, Illinois	210	Warehouse
Atlanta, Georgia	180	Manufacturing
Buffalo, New York	128	Manufacturing
New York City, New York	112	Showroom
Ramanagara District, India	105	Manufacturing

The properties above are primarily used in the Company's segments as indicated below:

Segment Primarily Supported	Owned	Leased	Total
Americas Contract	8	3	11
North America Contract	7	5	12
International Contract & Specialty	3	4	7
International Contract	3	4	7
Global Retail	—	21	21
Corporate	1	—	1

As of ~~June~~May 131, ~~2024~~2025, the Company operated 75 retail stores (including 3738 operating under the DWR brand, 1 under the HAY brand, 2930 Herman Miller stores, 3 Muuto stores, 42 Knoll stores and a multi-brand Chicago store) that totaled approximately ~~560~~506,~~264~~811 square feet of selling space. The Company also operated 43 retail outlet stores. The Company maintains administrative and sales offices and showrooms in various other locations throughout North America, Europe, Asia Pacific and Latin America.

The Company considers its existing facilities to be in good condition and adequate for its design, production, distribution, and selling requirements.

Item 3 Legal Proceedings

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s consolidated operations, cash flows or financial condition.

Information About Our Executive Officers

Certain information relating to executive officers of the Company as of June 1, 2024 is as follows:

Andrea R. OwenPresident and Chief Executive OfficerAge 59, elected as an executive officer in 2018

Jeffrey M. StutzChief Financial OfficerAge 53, elected as an executive officer in 2009

Chris BaldwinGroup President, MillerKnollAge 51, elected as an executive officer in 2021

Megan LyonChief Strategy and Technology OfficerAge 44, elected as an executive officer in 2019

John MichaelPresident, Americas ContractAge 62, elected as an executive officer in 2020

Debbie PropstPresident, Global RetailAge 43, elected as an executive officer in 2020

Jacqueline H. RiceGeneral Counsel and Corporate SecretaryAge 52, elected as an executive officer in 2019

B. Ben WatsonChief Creative and Product OfficerAge 59, elected as an executive officer in 2010

Information About Our Executive Officers

Certain information relating to executive officers of the Company as of May 31, 2025, is as follows:

Andrea R. Owen

President and Chief Executive Officer

Age 60, elected as an executive officer in 2018

Jeffrey M. Stutz

Chief Financial Officer

Age 54, elected as an executive officer in 2009

Chris Baldwin

Group President, MillerKnoll

Age 52, elected as an executive officer in 2021

Megan Lyon

Chief Strategy and Technology Officer

Age 45, elected as an executive officer in 2019

John Michael

President, North America Contract

Age 63, elected as an executive officer in 2020

Debbie Propst

President, Global Retail

Age 44, elected as an executive officer in 2020

Jacqueline H. Rice

Chief Legal Officer and Corporate Secretary

Age 53, elected as an executive officer in 2019

B. Ben Watson

Chief Creative and Product Officer

Age 60, elected as an executive officer in 2010

Except as discussed below, each of the named officers has served the Company in an executive position for more than five years.

Mr. Baldwin joined MillerKnoll in 2021 and serves as Group President. Prior to the Company's acquisition of Knoll in July 2021, Mr. Baldwin was Chief Operating Officer & President, Workplace at Knoll and also held leadership positions at Kohler Co.

Ms. Propst joined MillerKnoll in 2020 and serves as President of the Company's Global Retail segment. Prior to joining MillerKnoll, Ms. Propst spent seven years at Bed Bath and Beyond where she most recently served as President and Chief Merchandising Officer of One Kings Lanes, as well as Chief Brand Officer for Bed Bath and Beyond.

There are no family relationships between or among the above-named executive officers. There are no arrangements or understandings between any of the above-named officers pursuant to which any of them was named an officer.

Item 4 Mine Safety Disclosures

Not applicable.

PART II

Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities and Dividend Market Information

MillerKnoll, Inc.'s common stock is traded on the Nasdaq Global Select Market System (Symbol: MLKN). As of July 1918, ~~2024~~2025, there were approximately 4032,000 shareholders of record, including individual participants in security position listings, of the Company's common stock.

Dividends were declared and paid quarterly for fiscal ~~2024~~2025 as approved by the Board of Directors. On April 16 15, ~~2024~~2025, the Company's Board of Directors approved a quarterly cash dividend of 18.75 cents ($0.1875) per share that was paid on July 15, ~~2024~~2025, to shareholders of record on June 1, ~~2024~~2025. While it is anticipated that the Company will continue to pay quarterly cash dividends, the amount and timing of such dividends is subject to the discretion of the Board depending on the Company's future results of operations, financial condition, capital requirements and other relevant factors.

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.

Issuer Purchases of Equity Securities

On January 16, 2019, the Company announced a share repurchase plan authorized by the Board of Directors providing for 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 .0 million to fund share repurchases~~, in addition to the $66~~.~~3 million remaining as of June 1, 2024.~~

The following is a summary of share repurchase activity during the fiscal quarter ended ~~June~~May 131, ~~2024~~2025:

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)
3/3/24-3/30/24	—	$	—	—	$	103.5
3/2/25-3/29/25	2,948	$	21.50	2,948	$	181.4
3/31/24-4/27/24	837,511	25.87		837,511	81.9
3/30/25-4/26/25	2,198	$	18.03	2,198	$	181.4
4/28/24-6/1/24	591,019	$	26.41	591,019	$	66.3
4/27/25-5/31/25	—	$	—	—	$	181.4
Total	15,~~428,530~~146			15,~~428,530~~146

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

Under the repurchase program, the Company may repurchase shares from time to time in any manner management believes to be in the best interests of the Company and its shareholders, including through privately negotiated transactions and open market purchases, which may be made pursuant to a trading plan adopted in accordance with Rule 10b5-1. Repurchases will be made at management’s discretion, subject to general market conditions, alternative uses for capital, the Company’s financial performance, and other factors. The Company currently expects to fund any repurchases of its shares through existing cash on hand and future cash flows.

The repurchase program may be suspended, terminated, or modified at any time and from time to time, and for any reason, including market conditions, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any shares.

In accordance with the Inflation Reduction Act of 2022, our fiscal year ~~2024~~2025 share repurchases in excess of issuances are subject to a 1% excise tax. The excise tax is recognized as part of the cost basis of shares acquired in the Consolidated Statements of Stockholders' Equity for fiscal year ~~2024~~2025 but is excluded from amounts presented above.

Stockholder Return Performance Graph

Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on the Company's common stock with that of the cumulative total return of the Standard & Poor's 500 Stock Index and the Company's Peer Group for the five-year period ended ~~June~~May 131, ~~2024~~2025. The Peer Group consists of HNI Corporation and Steelcase Inc. These companies also manufacture office furniture and have industry characteristics that we believe are similar to MillerKnoll, Inc.

The graph assumes an investment of $100 on ~~June~~May 130, ~~2019~~2020, in the Company's common stock, the Standard & Poor's 500 Stock Index and the Peer Group, with dividends reinvested.

	2019		2020		2021		2022		2023		2024
	2020		2021		2022		2023		2024		2025
MillerKnoll, Inc.	$	100	$	67210	$	~~140~~138	$	9268	$	45134	$	8986
S&P 500 Index	100		~~111~~138		~~153~~137		~~151~~141		~~156~~173		~~192~~194
Peer Group	100		78158		~~124~~134		~~105~~108		84146		~~115~~141

Information required by this item is also contained in Item 12 of this report.

Item 6 [Reserved]

Not applicable.

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

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

Executive Overview

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

The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll strives to maintain efficiencies and cost savings by minimizing the amount of inventory on hand. Accordingly, production is order-driven with direct materials and components purchased as needed to meet demand. These factors result in a high rate of inventory turns related to our manufactured inventories.

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

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

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

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

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

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

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

Core Strengths

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

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

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

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

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

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

Channels of Distribution

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

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

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

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

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

•Retail Locations - As of June 1, 2024, the Company operated 75 retail studios (including 37 operating under the DWR brand, 1 under the HAY brand, 29 Herman Miller stores, 3 Muuto stores, 4 Knoll stores and a multi-brand Chicago store). The business also operated 4 outlet studios. 21

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

Challenges Ahead

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

Areas of Strategic Focus

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

Drive Customer Demand and Order Growth

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

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

Foster a Culture of Highly Engaged Associates

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

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

Deliver Value to our Associates and Shareholders

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

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

To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation, design excellence, and sustainability; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the Americas Contract business to lead; drive outsized growth in International Contract & Specialty; and continue transforming our Global Retail business. 22

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

Business Overview

The following is a summary of the significant events and items impacting the Company's operations for the year ended ~~June~~May 131, ~~2024~~2025:

•Net sales were $3,~~628~~669.49 million, representing aan ~~decrease~~increase of 111.21% when compared to the prior year. ~~The~~Growth ~~decrease in net sales~~ was primarily driven by ~~decreased~~increased sales volumes in ~~all segments,~~ the ~~closure~~North ofAmerica ~~the~~Contract ~~Fully~~and ~~business~~International ~~that~~Contract ~~occurred in the prior year~~segments, ~~the~~along ~~closure~~with of the ~~HAY~~positive ~~eCommerce~~impact ~~channel in North America, as well as the additional week~~ of ~~operations~~pricing inactions. ~~the~~These ~~prior~~drivers ~~fiscal~~more ~~year~~than ~~which~~offset issales ~~required~~declines ~~periodically~~due to ~~re-align~~unfavorable ~~calendar~~foreign ~~months~~currency ~~with~~translation, ~~our~~the ~~fiscal~~strategic ~~periods.~~closure ~~These~~of ~~decreases~~the ~~were~~HAY ~~offset~~eCommerce bychannel ~~increased~~in ~~sales~~North ~~resulting~~America ~~from~~and ~~price~~sales ~~increases,~~volume ~~net~~declines ofin ~~incremental~~the ~~discounting~~Global asRetail ~~well as favorable foreign currency translation~~segment. On an organic basis, net sales were $3,~~615~~676.41 million(*), representing aan ~~decrease~~increase of 8.1.6% when compared to the prior year.

•Gross margin was 3938.18% as compared to 3539.01% in the prior year. The ~~change~~decline in gross margin was ~~primarily~~ driven by ~~the~~increases ~~realization~~in material costs, some of ~~price~~which ~~and~~are ~~channel~~related ~~optimization~~to ~~strategies,~~increases ~~the~~in ~~realization~~tariffs ofduring ~~cost~~the ~~synergies~~year, ~~associated~~as ~~with~~well ~~the~~as ~~Knoll~~from ~~acquisition,~~unfavorable channel and ~~reductions~~product inmix. ~~commodities,~~These ~~storage~~pressures ~~and~~were ~~handling~~offset ~~costs~~in ~~and~~part ~~freight~~by ~~and~~gross ~~product~~margin ~~distribution~~benefit ~~expenses~~from favorable net pricing.

•Operating expenses ~~decreased~~increased by $55119.48 million or 49.26% as compared to the prior year. The ~~decrease~~increase was primarily ~~due~~related to ~~lower~~an ~~variable~~increase ~~selling~~in ~~expenses,~~non-cash ~~the~~intangible ~~continued~~impairment ~~focus~~charges onof cost optimization and synergy capture, and restructuring actions announced and implemented during fiscal year 2024. These decreases were partially offset by compensation and benefit costs, which increased approximately $33113.~~0 million~~2 ~~driven by changes in variable-based compensation and incentives~~million.

•The ~~integration~~effective oftax ~~the~~rate ~~Knoll~~was ~~acquisition~~negative 53.1% for ~~continues~~fiscal to2025 ~~progress~~compared asto ~~planned~~14.8% Wefor ~~made good progress implementing cost synergies, having achieved an annualized run-rate cost synergies of $160 million related to~~ the ~~integration~~prior ~~of Knoll~~year.

•~~The~~Diluted ~~effective~~loss ~~tax~~per ~~rate~~share ~~was 14.8%~~ for ~~fiscal~~the ~~2024~~full year totaled $0.54 compared to ~~negative~~earnings 8per share of $1.8%11 ~~for~~in the prior year. On an adjusted basis(*), diluted earnings per share totaled $1.95 in fiscal 2025 compared to $2.08 in fiscal 2024.

•~~Diluted~~The ~~earnings~~Company ~~per~~declared ~~share~~cash ~~for~~dividends ~~the full year totaled~~ of $~~1.11 compared to $~~0.~~55 in the prior year. On an adjusted basis(*), diluted earnings~~ 75 per share ~~totaled $2.08~~ in both fiscal ~~2024~~2025 ~~compared~~and ~~to $1.85 in~~ fiscal ~~2023~~2024.

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

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

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

•The current global macroeconomic environment ~~in North America~~ — which reflects higher interest rates, tepid housing-related demand trends, ~~and~~ relatively low CEO and consumer confidence levels, as well as geopolitical and global trade uncertainty — continues to pose challenges for the industry. ~~These~~While these factors are expected to ~~persist~~continue in the near term, ~~posing~~we ~~difficulties~~are ~~particularly~~focused ~~for~~on ~~the~~prudent ~~luxury~~cost ~~housing~~management ~~market~~ and ~~discretionary~~investment ~~spending~~in ontargeted ~~goods~~growth opportunities. ~~However,~~These opportunities include growth within the ~~contract~~Global ~~furniture~~Retail ~~industry,~~segment ~~the~~through ~~business~~expansion isof ~~beginning~~our toNorth ~~see~~American ~~improving~~store ~~demand~~footprint ~~indicators~~and ~~such~~product asassortment. ~~increased~~Within ~~contract~~our ~~activations~~North America Contract and ~~increases~~International Contract segments, our strategy is focused on targeting economically resilient customer sectors, continued investment in ~~the~~product ~~number~~design and ~~size~~innovation ofleadership ~~new~~and ~~project~~expansion ~~opportunities~~into ~~entering~~geographies with opportunity to grow our ~~sales~~market ~~funnel~~share.

•The Company's financial performance is sensitive to changes in ~~certain~~material ~~input~~ costs, including ~~steel~~changes ~~and~~related ~~steel~~to ~~component~~tariffs ~~parts.~~or ~~Ongoing~~commodity cost ~~reduction~~changes. ~~initiatives~~During ~~and~~fiscal ~~price~~year ~~increase~~2025 ~~actions~~there ~~have~~were ~~been~~changes ~~implemented~~in ~~and~~trade policies that have ~~been~~resulted ~~effective~~and inare ~~offsetting~~expected ~~these~~to continue to result in added cost pressures. ~~Additionally,~~The weCompany ~~began~~has toimplemented ~~benefit~~pricing ~~from~~actions ~~relative~~together ~~decreases~~with inother ~~steel~~mitigation ~~and~~strategies ~~other~~that, ~~key~~over ~~input~~time, are expected to offset the net impact of tariff costs ason ~~fiscal~~the ~~2024~~financial ~~progressed~~results.

•The ~~Americas~~North America Contract segment reported a net sales ~~decrease~~increase of 102.02% and an organic sales ~~decrease~~increase of 82.34%(*) year-over-year. Operating margin increased 5060 basis points year-over year and ~~100~~50 basis points on an adjusted basis(*). The increase was primarily driven by ~~the~~a ~~combination~~reduction ofin ~~gross~~restructuring ~~margin~~charges ~~expansion~~as ~~and~~compared ~~well~~to ~~managed~~the ~~operating~~prior ~~expenses.~~period

•The International Contract ~~& Specialty~~ segment reported a net sales ~~decrease~~increase of 82.42% and an organic sales ~~decrease~~increase of 7.2.7%(*) year-over-year. Operating margin ~~decreased~~increased ~~130~~10 basis points year-over-year and 30decreased 10 basis points on an adjusted basis(*). ~~The decrease was primarily driven by the loss of leverage on lower demand and production levels in the European contract channel and within our Specialty businesses.~~

•The Global Retail segment reported a net sales decrease of 161.45% and an organic sales decrease of 80.63%(*) year-over-year. Operating margin ~~increased~~decreased ~~640~~1,110 basis points year-over year and ~~210~~110 basis points on an adjusted basis(*). The ~~increase~~decrease on a reported basis was primarily driven by ~~pricing~~non-cash ~~actions~~intangible asasset ~~well~~impairment ascharges ~~improvements~~recorded in ~~inventory~~the ~~management~~current ~~and increased shipping revenues~~year.

24The remaining sections of Item 7 include additional analysis of the fiscal year ended May 31, 2025, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2024 performance compared to our fiscal 2023 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended June 1, 2024.

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

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

Reconciliation of Non-GAAP Financial Measures

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

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

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

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

Adjusted Operating Margin ~~represents~~is calculated as Adjusted Operating Earnings (Loss) divided by ~~net~~Net ~~sales~~Sales.

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

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

•Integration charges: Knoll integration-related costs include severance, ~~accelerated~~asset ~~stock-based~~impairment ~~compensation~~charges ~~expenses,~~associated ~~asset~~with ~~impairment~~lease ~~charges~~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 ~~and non-cash charges for the impairment of assets associated with the decision to close certain showrooms~~.

•Impairment charges: Includes non-cash, pre-tax charges for the impairment of ~~assets associated with~~ the ~~decision~~Knoll toand ~~cease~~Muuto ~~operating~~trade ~~Fully~~names as ~~a stand-alone brand as~~ well as impairment of goodwill attributed to the ~~Knoll~~Global Retail and ~~Muuto~~Holly ~~trade~~Hunt ~~names~~reporting units.

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

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

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

	Three Months Ended								Twelve Months Ended
	June 1, 2024				June 3, 2023				June 1, 2024				June 3, 2023
	May 31, 2025				June 1, 2024				May 31, 2025				June 1, 2024
Americas Contract
North America Contract
Net sales	$	~~416~~496.61	100.0	%	$	~~474~~441.41	100.0	%	$	1,~~824~~965.2	100.0	%	$	21,~~026~~922.13	100.0	%
Gross margin	~~138~~179.57		3336.2	%	158.72		3335.59	%	~~620~~702.23		3435.07	%	~~611~~697.28		3036.23	%
Total operating expenses	141.64		3428.05	%	~~137~~158.30		2835.98	%	~~521~~581.54		2829.6	%	~~511~~591.61		2530.37	%
Operating (loss) earnings	$	(3.1)	(0.7)	%	$	21.4	4.5	%	$	98.7	5.4	%	$	99.6	4.9	%
Operating earnings	$	38.3	7.7	%	$	0.2	—	%	$	120.9	6.2	%	$	106.7	5.6	%
Adjustments
Restructuring charges	187.84		41.5	%	519.2		14.14	%	249.68		10.35	%	2225.83		1.13	%
Integration charges	~~3.3~~—		~~0.8~~—	%	34.5		01.70	%	1824.68		1.03	%	922.76		01.52	%
Amortization of Knoll purchased intangibles	34.20		0.8	%	3.26		0.78	%	1214.96		0.7	%	1214.95		0.68	%
Impairment charges	~~8.1~~—		~~1.9~~—	%	148.41		31.08	%	819.19		01.40	%	148.41		0.74	%
Adjusted operating earnings	$	30.3	7.3	%	$	47.7	10.1	%	$	162.9	8.9	%	$	159.4	7.9	%
Knoll pension plan termination charges	—		—	%	—		—	%	1.0		0.1	%	—		—	%
International Contract & Specialty
Adjusted operating earnings	$	49.7	10.0	%	$	35.6	8.1	%	$	191.0	9.7	%	$	177.2	9.2	%
Net sales	$	245.0	100.0	%	$	237.4	100.0	%	$	931.8	100.0	%	$	1,017.3	100.0	%
International Contract
Gross margin	109.9		44.9	%	101.3		42.7	%	409.6		44.0	%	424.3		41.7	%
Net sales	$	185.7	100.0	%	$	173.7	100.0	%	$	660.0	100.0	%	$	645.6	100.0	%
Total operating expenses	85.4		34.9	%	84.2		35.5	%	331.4		35.6	%	325.7		32.0	%
Gross margin	68.2		36.7	%	65.4		37.7	%	240.8		36.5	%	233.1		36.1	%
Operating earnings	$	24.5	10.0	%	$	17.1	7.2	%	$	78.2	8.4	%	$	98.6	9.7	%
Total operating expenses	46.5		25.0	%	46.5		26.8	%	177.5		26.9	%	171.5		26.6	%
Operating earnings	$	21.7	11.7	%	$	18.9	10.9	%	$	63.3	9.6	%	$	61.6	9.5	%
Adjustments
Restructuring charges	21.56		1.0.9	%	02.61		01.32	%	43.13		0.45	%	1.3.4		0.15	%
Integration charges	~~1.8~~—		~~0.7~~—	%	0.51		0.21	%	43.82		0.5	%	20.53		~~0.2~~—	%
Amortization of Knoll purchased intangibles	20.16		0.93	%	20.16		0.93	%	82.45		0.94	%	82.34		0.84	%
Impairment charges	~~4.7~~—		~~1.9~~—	%	14.87		02.87	%	41.72		0.52	%	14.87		0.27	%
Adjusted operating earnings	$	3523.69	1412.59	%	$	2026.34	815.62	%	$	~~100~~73.25	1011.81	%	$	~~112~~72.54	11.12	%
Global Retail
Net sales	$	~~227~~280.30	100.0	%	$	~~244~~274.91	100.0	%	$	~~872~~1,044.47	100.0	%	$	1,~~043~~060.75	100.0	%
Gross margin	~~104~~129.0		4546.81	%	94128.78		3847.70	%	~~389~~479.75		4445.79	%	~~394~~488.56		3746.81	%
Total operating expenses	89114.82		3940.58	%	~~105~~112.53		4341.10	%	~~347~~545.35		3952.82	%	~~410~~437.06		3941.3	%
Operating earnings (loss)	$	14.28	65.23	%	$	~~(10~~16.8)5	(46.4)0	%	$	42(66.40)	4(6.93)	%	$	~~(15~~51.5)0	(14.5)8	%
Adjustments
Restructuring charges	01.86		0.46	%	80.48		30.43	%	2.1.7		0.2	%	92.91		0.92	%
Integration charges	—		—	%	—0.5		—0.2	%	—0.3		—	%	0.25		—	%
Amortization of Knoll purchased intangibles	01.67		0.36	%	01.67		0.26	%	27.60		0.37	%	47.10		0.47	%
Impairment charges	~~4.0~~—		~~1.8~~—	%	34.50		1.45	%	4108.09		010.54	%	404.70		100.34	%
Adjusted operating earnings	$	1918.61	8.6.5	%	$	123.75	08.76	%	$	51.19	5.90	%	$	3964.46	36.81	%
Corporate
Operating expenses	$	1119.98	—	%	$	1611.19	—	%	$	5267.17	—	%	$	6052.41	—	%
Operating (loss)	$	(1119.98)	—	%	$	(1611.19)	—	%	$	(5267.17)	—	%	$	(6052.41)	—	%
Adjustments
Integration charges	—		—	%	~~1.3~~—		—	%	~~0.1~~—		—	%	50.61		—	%
Adjusted operating (loss)	$	(1119.98)	—	%	$	(1411.89)	—	%	$	(5267.07)	—	%	$	(5452.80)	—	%
MillerKnoll, Inc.
Net sales	$	~~888~~961.98	100.0	%	$	~~956~~888.79	100.0	%	$	3,~~628~~669.49	100.0	%	$	43,~~087~~628.14	100.0	%
Gross margin	~~352~~376.49		39.62	%	~~354~~352.74		3739.16	%	1,~~419~~422.56		3938.18	%	1,~~430~~419.05		3539.01	%
Total operating expenses	~~328~~321.79		3733.05	%	~~343~~328.17		3537.90	%	1,~~252~~372.31		3437.54	%	1,~~307~~252.73		3234.05	%
Operating earnings	$	2355.70	25.7	%	$	1123.67	1.2.7	%	$	~~167~~50.25	41.64	%	$	~~122~~167.32	34.06	%
Adjustments
Restructuring charges	2210.16		21.51	%	1422.21		12.5	%	3014.8		0.84	%	3430.08		0.8	%
Integration charges	~~5.1~~—		~~0.6~~—	%	5.31		0.6	%	2328.53		0.68	%	1823.05		0.46	%
Amortization of Knoll purchased intangibles	56.93		0.7	%	5.9		0.67	%	2324.91		0.7	%	2523.39		0.67	%
Impairment charges	~~16.8~~—		~~1.9~~—	%	1916.78		2.1.9	%	16130.80		03.5	%	5616.98		10.45	%
Adjusted operating earnings	$	73.6	8.3	%	$	56.7	5.9	%	$	262.2	7.2	%	$	256.5	6.3	%
Knoll pension plan termination charges	—		—	%	—		—	%	1.0		—	%	—		—	%
Adjusted operating earnings	$	71.9	7.5	%	$	73.6	8.3	%	$	248.7	6.8	%	$	262.2	7.2	%

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

	Twelve Months Ended
	June 1, 2024
	May 31, 2025
	Americas Contract			International Contract & Specialty			Global Retail			Total
	North America Contract			International Contract			Global Retail			Total
Net sales, as reported	$	1,~~824~~965.2		$	~~931~~660.80		$	~~872~~1,044.47		$	3,~~628~~669.49
% change from PY	~~(10~~2.0)2		%	(82.4)2		%	(161.45)		%	~~(11~~1.2)1		%
Adjustments
Currency translation effects (1)	(2.6)4			~~(6.~~3).1			(40.1)7			~~(13~~6.0)2
Net sales, organic	$	1,~~821~~967.6		$	~~925~~663.51		$	~~868~~1,045.34		$	3,~~615~~676.41
% change from PY	(82.3)4		%	~~(7.~~2).7		%	(80.63)		%	~~(8.~~1).6		%
	Twelve Months Ended
	June 3, 2023
	June 1, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
	North America Contract			International Contract			Global Retail			Total
Net sales, as reported	$	21,~~026~~922.13		$	~~1,017~~645.36		$	1,~~043~~060.75		$	43,~~087~~628.14
Adjustments
Fully and HAY eCommerce	—			—			(76.0)			(76.0)
HAY eCommerce	—			—			(11.8)			(11.8)
Impact of extra week in FY23	(38.7)			(19.6)			(18.2)			(76.5)
Net sales, organic	$	1,922.3		$	645.6		$	1,048.7		$	3,616.6
Net sales, organic	$	1,987.4		$	997.7		$	949.5		$	3,934.6
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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

	Twelve Months Ended
	June 1, 2024
	May 31, 2025
	Americas Contract			International Contract & Specialty			Global Retail			Total
	North America Contract			International Contract			Global Retail			Total
Orders, as reported	$	12,~~824~~021.90		$	~~928~~665.19		$	~~868~~1,060.08		$	3,~~621~~747.07
% change from PY	(46.0)2		%	(10.73)		%	~~(12~~1.2)0		%	(53.6)5		%
Adjustments
Currency translation effects (1)	(72.7)3			(75.4)5			(51.0)1			~~(20~~8.1)9
Orders, organic	$	12,~~817~~023.23		$	~~920~~671.74		$	~~863~~1,061.09		$	3,~~600~~756.96
% change from PY	~~(2.~~6).3		%	(0.5)6		%	(32.7)2		%	(24.3)1		%
	Twelve Months Ended
	June 3, 2023
	June 1, 2024
	Americas Contract			International Contract & Specialty			Global Retail			Total
	North America Contract			International Contract			Global Retail			Total
Orders, as reported	$	1,~~901~~903.3		$	~~944~~667.06		$	~~989~~1,050.01		$	3,~~834~~621.30
Adjustments
Fully and HAY eCommerce	—			—			(75.8)			(75.8)
HAY eCommerce	—			—			(11.4)			(11.4)
Impact of extra week in FY23	(36.2)			(18.9)			(16.6)			(71.7)
Orders, organic	$	1,903.3		$	667.6		$	1,038.7		$	3,609.6
Orders, organic	$	1,865.1		$	925.1		$	896.6		$	3,686.8
(1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period.

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

	Twelve Months Ended
	June 1, 2024		June 3, 2023
	May 31, 2025		June 1, 2024
(Loss) Earnings per Share - Diluted	$	1(0.1154)	$	01.5511
Add: Amortization of Knoll purchased intangibles	0.3235		0.3332
Add: Integration charges	0.3141		0.2431
Add: Restructuring charges	0.4222		0.4542
Add: Impairment charges	01.2488		0.7624
Tax impact on adjustments	(0.32)		(0.48)
Add: Knoll pension plan termination charges	0.01		—
Adjusted earnings per share - diluted	$	2.08	$	1.85
Tax impact on adjustments	(0.38)		(0.32)
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted	73,954,756		76,024,368
Adjusted earnings per share - diluted	$	1.95	$	2.08
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted	68,977,267		73,954,756

Financial Results

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

(Dollars in millions)	Fiscal ~~2024~~2025		Fiscal ~~2023~~2024		% Change
Net sales	$	3,~~628~~669.49	$	43,~~087~~628.14	~~(11~~1.2)1	%
Cost of sales	2,~~208~~247.93		2,~~657~~208.19		~~(16~~1.9)7	%
Gross margin	1,~~419~~422.56		1,~~430~~419.05		(0.7)2	%
Operating expenses	1,~~252~~372.31		1,~~307~~252.73		(49.2)6	%
Operating earnings	~~167~~50.25		~~122~~167.32		36(69.78)	%
Other expenses, net	6772.54		7067.95		(47.8)3	%
Earnings before income taxes and equity income	99(21.79)		5199.47		94(122.0)	%
Income tax expense	1411.76		414.57		~~226~~(21.71)	%
Equity (loss) from nonconsolidated affiliates, net of tax	(0.4)		(0.8)		(50.0)	%
Equity income (loss) from nonconsolidated affiliates, net of tax	0.3		(0.4)		(175.0)	%
Net earnings	84(33.62)		4684.16		83(139.52)	%
Net earnings attributable to redeemable noncontrolling interests	2.3.7		42.03		~~(42~~60.5)9	%
Net earnings attributable to MillerKnoll, Inc.	$	82(36.39)	$	4282.13	95(144.58)	%

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

	Fiscal 2024		Fiscal 2023
	Fiscal 2025		Fiscal 2024
Net sales	100.0	%	100.0	%
Cost of sales	6061.92	%	6560.09	%
Gross margin	3938.18	%	3539.01	%
Operating expenses	3437.54	%	3234.05	%
Operating earnings	41.64	%	34.06	%
Other expenses, net	12.90	%	1.79	%
Earnings before income taxes and equity income	2(0.76)	%	12.37	%
Income tax expense	0.43	%	0.14	%
Equity (loss) income from nonconsolidated affiliates, net of tax	—	%	—	%
Equity income (loss) from nonconsolidated affiliates, net of tax	—	%	—	%
Net earnings	2(0.39)	%	12.13	%
Net earnings attributable to redeemable noncontrolling interests	0.1	%	0.1	%
Net earnings attributable to MillerKnoll, Inc.	2(1.30)	%	12.03	%

Net Sales

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

Net sales ~~decreased~~for fiscal 2025 increased $~~459~~42 million, or 111.21% compared to the prior year ~~fiscal period~~. ~~The~~This ~~following~~increase ~~items~~was primarily ~~contributed~~driven toby the ~~change:~~following factors:

•~~Decreased~~Increased sales volume within the ~~Americas Contract,~~ International Contract ~~& Specialty~~ and ~~Global~~North ~~Retail~~America Contract segments of approximately $~~262 million, $76~~28 million and $61 25 million, respectively.

•~~The~~Net ~~additional~~price ~~week~~increases, ~~during~~which ~~the~~contributed ~~first~~approximately ~~quarter~~$14 million ofto ~~the~~Net ~~prior~~sales, ~~year~~reflecting ~~contributed~~our ability to ~~approximately~~maintain ~~$77~~pricing ~~million~~discipline ofin ~~the~~a ~~Net~~competitive ~~sales decrease~~environment. Offset in part by:

•~~Decrease~~A of $7612 million ~~related~~reduction due to the ~~closure~~strategic ~~of the Fully business that occurred in the prior year and the~~ closure of the ~~Hay~~HAY eCommerce channel in North America. ~~Offset~~that occurred in ~~part~~the ~~by:~~prior year.

•~~Price~~Decreased ~~increases,~~sales ~~net~~volume ofwithin ~~incremental~~the ~~discounting,~~Global ~~which~~Retail ~~drove~~segment ~~an increase in Net sales~~ of approximately $807 million.

•~~Foreign~~Unfavorable foreign currency ~~translation~~impact ~~increased~~of ~~Net sales by~~ approximately $136 million.

Gross Margin

Gross margin ~~was 39.1%~~ for fiscal ~~2024~~2025 aswas 38.8%, compared to 3539.01% ~~for~~in fiscal ~~2023~~2024. The ~~following~~30 ~~factors~~basis ~~summarize~~point ~~the~~decline ~~major~~was ~~drivers~~primarily ofdriven by the ~~year-over-year~~following ~~change in gross margin percentage~~factors:

•~~Reduction~~Tariff-related in costs ~~from~~negatively ~~commodities,~~impacted ~~storage and handling costs, freight and product distribution costs, as compared to the prior year which increased~~ gross margin by ~~approximately~~30 ~~260~~ basis points in the year.

•~~The~~Unfavorable ~~positive~~channel ~~impact~~and ofproduct ~~price~~mix ~~increases,~~negatively ~~net~~impacted ofgross ~~incremental discounting, contributed to~~ margin ~~improvement~~ by approximately ~~140~~30 basis points. These factors were offset in part by:

•~~Charges~~Effective inpricing ~~the~~strategies, ~~prior~~net ~~year for the impairment~~ of ~~assets~~incremental ~~associated~~discounting, ~~with~~which ~~the decision to cease operating Fully as a stand-alone brand~~ contributed toapproximately an30 ~~increase~~basis inpoints ~~gross~~of margin ~~of approximately 40 basis points~~improvement.

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

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

Operating Expenses

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

Operating expenses ~~decreased~~increased by $56 120 million or 49.36% compared to the prior year fiscal period. The current period reflects the following ~~factors~~key ~~contributed~~changes compared to the ~~change~~prior year:

•~~Variable~~An ~~selling~~increase ~~and~~of ~~marketing costs decreased by approximately~~ $34 113 million, ~~due~~ in ~~part~~non-cash tointangible ~~the~~impairment ~~closure of the Fully business that occurred in the prior year~~charges;

•~~Decrease~~Selling inand ~~asset~~marketing ~~impairment~~expenses ~~charges~~increased ~~recorded~~by in$10 ~~the~~million, ~~current~~primarily ~~year~~due ~~as compared~~ to ~~the~~higher ~~prior~~selling ~~year~~and ~~contributed~~marketing acosts ~~net~~within ~~decrease~~the inGlobal ~~Operating~~Retail ~~expenses of approximately $24 million~~segment;

•~~The~~Variable ~~impact~~selling ofcosts, anwhich ~~extra~~include ~~week~~sales-based incommission ~~the~~and ~~first~~royalty ~~quarter~~expense, ofincreased ~~fiscal 2023 decreased Operating expenses by~~ approximately $10 7 million;

•~~Product~~Increased ~~development~~acquisition-related integration costs ~~decreased~~as compared to the prior year, totaling approximately $3 4 million,. ~~primarily~~These inincreases ~~the~~were ~~Americas~~partially ~~Contract~~offset ~~segment; and~~by:

•~~Savings~~A ~~from~~$16 ~~the~~million ~~realization~~reduction ofin ~~incremental~~restructuring ~~synergies~~charges ~~associated with the Knoll acquisition~~ as compared to the prior year ~~as well as reduced expenses attributable to the recently implemented restructuring actions~~. ~~These decreases were offset in part by:~~

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

Other Income/Expense

Net other expenses for fiscal ~~2024~~2025 ~~were~~totaled $6772.54 million, compared to $7067.9 5 million in fiscal ~~2023~~2024. ~~This~~The ~~change is driven primarily by increased interest income in the current~~ year-over-year ofincrease ~~$3.3 million, the impact~~ of ~~net foreign currency transaction gains of~~ $14.~~8 million~~9 ~~as well as favorable net periodic benefit income from our pension plans. These favorable changes were offset by increased Interest expense of $2.2~~ million aswas ~~compared~~primarily toattributable ~~the same period of the prior year, driven by increased interest rates as compared~~ to the ~~same~~following ~~period of the prior year.~~factors:

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

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

Income Taxes

See Note 1110 of the Consolidated Financial Statements for additional information.

32 31

Operating Segments Results

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

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

Below is a description of each reportable segment.

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

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

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

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

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

North America Contract


(Dollars in millions)	Fiscal 2025			Fiscal 2024			Change
Net sales	$	1,965.2		$	1,922.3		$	42.9
Gross margin	702.3			697.8			4.5
Gross margin %	35.7		%	36.3		%	(0.6)		%


Operating earnings	120.9			106.7			14.2
Operating earnings %	6.2		%	5.6		%	0.6		%

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

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

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

•Unfavorable foreign currency translation of approximately $2 million.

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

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

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

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

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

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

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

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

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

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

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

(Dollars in millions)	Fiscal 2024			Fiscal 2023			Change
Net sales	$	1,824.2		$	2,026.1		$	(201.9)
Gross margin	620.2			611.2			9.0
Gross margin %	34.0		%	30.2		%	3.8		%
Operating earnings	98.7			99.6			(0.9)
Operating earnings %	5.4		%	4.9		%	0.5		%

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

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

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

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

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

•Favorable foreign currency translation of approximately $3 million.

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

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

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

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

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

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

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

◦Decreased variable marketing and selling costs.

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

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

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

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

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

34International Contract

International Contract & Specialty


(Dollars in millions)	Fiscal 2025			Fiscal 2024			Change
Net sales	$	660.0		$	645.6		$	14.4
Gross margin	240.8			233.1			7.7
Gross margin %	36.5		%	36.1		%	0.4		%


Operating earnings	63.3			61.6			1.7
Operating earnings %	9.6		%	9.5		%	0.1		%

(Dollars in millions)	Fiscal 2024			Fiscal 2023			Change
Net sales	$	931.8		$	1,017.3		$	(85.5)
Gross margin	409.6			424.3			(14.7)
Gross margin %	44.0		%	41.7		%	2.3		%
Operating earnings	78.2			98.6			(20.4)
Operating earnings %	8.4		%	9.7		%	(1.3)		%

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

~~Net~~•Increased sales ~~decreased~~volume ~~8.4%,~~within orthe ~~7.2%(*)~~segment onof anapproximately ~~organic~~$28 million; ~~basis,~~offset ~~from~~in ~~the~~part ~~prior year due to:~~by

•~~Decline~~Incremental indiscounting, ~~sales~~net ~~volume~~ of ~~approximately~~price ~~$76 million~~increases, ~~driven~~which ~~mainly~~negatively byimpacted ~~challenging~~sales ~~macroeconomic~~by ~~conditions~~approximately ~~in Europe and parts of Asia-Pacific~~$11 million; and

•~~Impact~~Unfavorable offoreign ~~the~~currency ~~extra~~translation ~~week in the prior year period, which drove a decrease~~ of approximately $203 million~~; offset in part by~~.

~~•Favorable~~Operating ~~foreign~~earnings ~~currency~~increased ~~translation~~$1.7 ofmillion, ~~approximately~~or ~~$6 million;~~2.8%, ~~and~~compared to the prior year due to:

•~~Price~~Increased ~~increases,~~gross ~~net~~margin of ~~incremental~~$7.7 ~~discounting~~million due to the increase in sales explained above and an increase in gross margin percentage of ~~$4 million~~40 basis points. The increase in gross margin percentage was due primarily to:

~~Operating~~◦Leverage ~~earnings~~on ~~decreased~~fixed ~~$20.4~~costs ~~million,~~on orhigher ~~20.7%,~~sales ~~compared~~volumes towhich ~~the~~had ~~prior~~a ~~year~~favorable ~~due~~impact ~~to:~~on margin of approximately 70 basis points; and

~~•Decreased~~◦Favorable ~~Gross~~product ~~margin~~and ofbusiness ~~$14.7~~mix ~~million~~which ~~due~~increased tomargin ~~the decrease in sales explained above, offset in part~~ by an60 ~~increase in gross margin percentage of 230~~ basis points. ~~due~~Offset ~~primarily~~in topart ~~favorable product mix.~~by:

~~•Increased~~◦Incremental ~~Operating~~discounting, ~~expenses~~net of ~~$5.7~~price ~~million~~increases which ~~was~~had ~~largely~~a ~~due~~negative toimpact ~~an:~~on margin of 90 basis points.

~~◦Increased~~•The ~~variable~~increase ~~compensation~~in ~~costs~~gross inmargin ~~the~~was ~~current~~partially ~~year~~offset by increased Operating expenses of $10 6 million; ~~and~~which was largely due to increased variable selling costs in the current year.

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

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

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

Global Retail

(Dollars in millions)	Fiscal ~~2024~~2025			Fiscal ~~2023~~2024			Change
Net sales	$	~~872~~1,044.47		$	1,~~043~~060.75		$	(~~171~~15.38)
Gross margin	~~389~~479.75			~~394~~488.56			(49.81)
Gross margin %	4445.79		%	3746.81		%	6(0.92)		%
Operating earnings (loss)	42.4			(15.5)			57.9
Operating (loss) earnings	(66.0)			51.0			(117.0)
Operating earnings (loss) %	4.9		%	(1.5)		%	6.4		%
Operating (loss) earnings %	(6.3)		%	4.8		%	(11.1)		%

Net sales decreased 161.45% as reported and 80.63%(*) on an organic basis, from the prior year due to:

•~~Decreased~~Decrease ~~sales~~ of approximately $7612 million ~~primarily~~ related to the closure of the ~~Fully~~HAY ~~business~~eCommerce ~~that~~channel ~~occurred~~ in ~~the~~North ~~prior~~America ~~year~~that asoccurred ~~well~~in as the ~~closure~~prior ~~of the Hay eCommerce channel in North America~~year; and

•~~Decreased~~A decrease in sales volumes of approximately $617 million; ~~driven by a slowdown in the North American housing market~~ and ~~a continuation of general economic uncertainty;~~

•~~Incremental~~Unfavorable ~~promotional~~foreign ~~discounting,~~currency ~~net~~translation of ~~price~~approximately ~~increases,~~$1 million. ~~which~~These ~~decreased~~decreases ~~sales~~were byoffset ~~$21 million;~~in ~~and~~part by:

•~~The~~Price ~~additional~~increases, ~~week~~net ~~during~~of ~~the~~incremental ~~first~~discounting, ~~quarter~~ of ~~the prior year contributed to~~ approximately $184 million. ~~of the net sales decrease; offset by~~

~~•Favorable~~Operating ~~foreign~~earnings ~~currency~~decreased ~~translation~~$117.0 ofmillion, ~~approximately~~or ~~$4 million~~229.4% over the prior year due to:

~~Operating~~•Decreased ~~earnings~~gross ~~increased~~margin of $~~57.~~9.1 million, ordue ~~373~~to the decrease in sales explained above and a decrease in gross margin percentage of 20 basis points.5% ~~over~~The ~~the~~decrease ~~prior~~in ~~year~~gross margin percentage was due primarily to:

•An increase in gross margin percentage of 690 basis points attributable to the favorable impact of reduced costs as compared to the prior year associated with product distribution and inventory handling as well as charges in the prior year for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand. These increases were offset in part by promotional discounting, net of price increases. 34

~~•Decreased~~◦The ~~Operating~~impact ~~expenses~~ of ~~$63~~increased ~~million~~inventory ~~driven~~costs as compared to the prior year which negatively impacted margin by: approximately 110 basis points.

◦~~Decreased~~Loss ~~selling~~of ~~and~~leverage ~~marketing~~on fixed costs ~~including~~attributable to lower sales volumes as compared to the ~~reduction~~prior inyear ~~costs~~which ~~associated~~had ~~with~~an nounfavorable ~~longer~~impact ~~operating~~on ~~Fully~~gross asmargin apercentage ~~stand~~of ~~alone~~approximately ~~brand,~~30 ~~which~~basis ~~contributed~~points. anThese ~~approximate~~decreases ~~decrease~~were ofoffset ~~$28 million;~~in part by:

◦~~Decrease~~Reduced offreight ~~$21 million~~and inproduct ~~expenses~~distribution ~~primarily~~costs, ~~related~~net of freight revenue, as compared to ~~charges~~the insame period of the prior year ~~for~~and ~~the~~favorable ~~impairment~~product ofmix ~~assets~~which ~~associated~~had ~~with~~a ~~the~~favorable ~~decision~~impact toon ~~cease~~gross ~~operating~~margin ~~Fully~~percentage asof aapproximately ~~stand-alone~~100 ~~brand~~basis points; and

◦~~Decreased~~The ~~restructuring~~impact ~~charges~~of incremental price increases, net of ~~approximately~~promotional ~~$8 million~~discounting, ~~relating~~that toincreased ~~the~~gross ~~decision~~margin topercentage ~~cease~~by ~~operating~~approximately ~~Fully~~20 asbasis apoints. ~~stand-alone~~These ~~brand~~increases inwere ~~fiscal~~offset ~~year~~in ~~2023;~~part ~~and~~by:

~~◦Decrease~~•Increased Operating expenses of $4 108 million ~~due~~primarily todriven ~~the~~by ~~additional~~an ~~week~~increase inof ~~the~~$105 ~~prior~~million ~~year,~~in asnon-cash ~~well~~intangible asimpairment acharges ~~general~~as ~~decrease~~compared into ~~operating~~the ~~expenses~~prior ~~associated~~year ~~with~~as ~~the~~well ~~closure~~as ofincreased ~~the~~selling ~~Fully~~and ~~business~~marketing costs in the ~~prior~~current year. ~~These decreases were offset by:~~

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

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

Corporate

Corporate unallocated expenses totaled $5267.17 million for fiscal ~~2024~~2025, aan ~~decrease~~increase of $815.36 million from fiscal ~~2023~~2024. The ~~decrease~~increase ~~was driven~~ primarily ~~by a decrease in integration costs~~ related to ~~the~~higher ~~Knoll~~stock ~~acquisition~~based ofcompensation $5expense.~~5 million.~~

Liquidity and Capital Resources

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

	Fiscal Year Ended
(In millions)	~~2024~~2025		~~2023~~2024
Cash provided by (used in):
Operating activities	$	~~352~~209.3	$	~~162~~352.93
Investing activities	(86100.39)		(7686.53)
Financing activities	(~~258~~150.83)		(86258.8)
Effect of exchange rate changes	(05.3)2		(60.43)
Net change in cash and cash equivalents	$	6(36.97)	$	(6.8)9

Cash Flow — Operating Activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended ~~June~~May 131, ~~2024~~2025, totaled $~~352~~209.3 million compared to $~~162~~352.93 million in the twelve months ended June 31, ~~2023~~2024. The ~~increase~~decrease in cash inflow is due primarily to ~~an increase in earnings of $38.5 million in the current year compared to the prior year,~~ a ~~reduction~~net inincrease ~~contributions to our pension plans, as well as a reduction~~ in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:

•The timing of collection of our receivables;

•~~Effective~~Fluctuations ~~inventory management resulting~~ in ~~reduced~~ inventory levels; and

•Changes in accruals related to variable compensation.

Cash Flow — Investing Activities

Cash used in investing activities for the twelve months ended ~~June~~May 131, ~~2024~~2025, was $86100.39 million, as compared to $7686.53 million in the twelve months ended June 31, ~~2023~~2024. The increase in cash outflow in the current year was primarily due to:

•AnIncreased ~~increase~~capital inexpenditures ~~notes receivable received from certain independently owned dealers~~ in the current year; Offset in part by:

•~~The~~Cash ~~advancement~~proceeds of $136.50 million ofin ~~cash against~~ the ~~value~~current ofperiod ~~company~~related ~~owned~~to ~~life insurance policies received in~~ the ~~twelve~~sale ~~months~~of ~~ended~~a ~~June 3,~~manufacturing ~~2023~~facility ~~for~~located ~~which there was no activity~~ in ~~the~~Wisconsin; ~~current year. Offset in part by:~~and

•~~Proceeds~~A ofdecrease ~~$3.5~~in ~~million~~the ~~received~~total involume ~~the~~of ~~twelve~~notes ~~months~~receivable ~~ended~~entered ~~June 1,~~into ~~2024~~with ~~related~~certain toindependently ~~the~~owned ~~sale~~dealers ofin the ~~Company's~~current ~~investment~~period inas ~~Global~~compared ~~Holdings~~to ~~Netherlands~~the Bsame period of the prior year.V.

Capital expenditures for the current year were $78.4 million as compared to $83.3 million in the prior year. At the end of the fiscal 2024, there were outstanding commitments for capital purchases of $53.7 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2025 to be between $100 million and $125 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals. 35

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

Cash Flow — Financing Activities

Cash used in financing activities for the twelve months ended ~~June~~May 131, ~~2024~~2025 was $~~258~~150.83 million, compared to $86258.8 million in the twelve months ended June 31, ~~2023~~2024. The ~~increase~~decrease in cash used in the current year, compared to the prior year, was primarily due to:

•The Company repurchased 63,~~022~~291,~~646~~176 shares at a cost of $~~138~~84.2 9 million in the current year as compared to ~~575~~6,~~207~~022,646 share repurchases totaling $16138.02 million in the prior year; and

•~~Net~~The ~~payments~~refinancing onof ~~the~~Term ~~credit~~Loan ~~agreement~~A ofwhich ~~$36.7 million~~resulted in ~~the~~proceeds ~~current year compared to net borrowings~~ of $1390.7 0 million in the ~~prior~~current year;. ~~and~~Offset in part by:

•~~Repayments~~Net ofpayments ~~long-term~~on ~~debt~~the credit agreement of $3161.37 million in the current year compared to net payments of $2636.37 million in the prior year.

Sources of Liquidity

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

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

At the end of fiscal ~~2024~~2025, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 65 to the Consolidated Financial Statements.

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Cash and cash equivalents	$	~~230~~193.47	$	~~223~~230.54
Availability under revolving lines of credit(1)	~~322~~382.32		~~284~~322.23
Total liquidity	$	~~552~~575.79	$	~~507~~552.7

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

Of the cash and cash equivalents noted above at the end of fiscal ~~2024~~2025, the Company had $~~218~~182.57 million of cash and cash equivalents held outside the United States.

The Company’s syndicated revolving line of credit, which matures in ~~July~~April ~~2026~~2030, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.

As of ~~June~~May 131, ~~2024~~2025, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $~~390~~330.08 million with available borrowings against this facility of $~~322~~382.32 million.

The Company intends to repatriate $~~114~~137.93 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $3.75 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $~~114~~137.93 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~~382.59 million on ~~June~~May 131, ~~2024~~2025.

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

Contingencies

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 13 of the Consolidated Financial Statements for more information relating to contingencies. 36

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

Basis of Presentation

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended ~~June~~May 131, ~~2024 contained 52 weeks~~2025, and the fiscal year ended June 31, ~~2023~~2024, both contained 5352 weeks, and the fiscal year ended ~~May~~June 283, ~~2022~~2023, contained 5253 weeks.

Contractual Obligations

Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 65 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 76 of the Consolidated Financial Statements.


	Payments due by fiscal year
(In millions)	Total		2026		2027-2028		2029-2030		Thereafter
Short-term borrowings and long-term debt (1)	$	1,337.0	$	16.0	$	50.7	$	1,270.3	$	—
Estimated interest on debt obligations (1)	242.3		59.7		125.3		57.3		—
Operating leases	597.5		88.0		183.4		146.4		179.7
Purchase obligations	52.8		52.8		—		—		—
Pension and other post employment benefit plans funding (2)	5.8		1.8		1.1		1.0		1.9
Stockholder dividends (3)	12.7		12.7		—		—		—
Other (4)	4.6		0.5		0.9		0.8		2.4
Total	$	2,252.7	$	231.5	$	361.4	$	1,475.8	$	184.0

	Payments due by fiscal year
(In millions)	Total		2025		2026-2027		2028-2029		Thereafter
Short-term borrowings and long-term debt (1)	$	1,347.8	$	43.6	$	713.2	$	591.0	$	—
Estimated interest on debt obligations (1)	179.6		64.1		96.2		19.3		—
Operating leases	547.6		83.9		164.2		126.8		172.7
Purchase obligations	140.2		126.7		13.5		—		—
Pension and other post employment benefit plans funding (2)	6.4		5.9		0.1		0.1		0.3
Stockholder dividends (3)	13.2		13.2		—		—		—
Other (4)	6.2		0.7		1.3		1.1		3.1
Total	$	2,241.0	$	338.1	$	988.5	$	738.3	$	176.1

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

(12) ~~Includes~~Pension ~~the~~plan ~~current~~funding ~~portion~~commitments ofare ~~long-term~~known ~~debt.~~for ~~Contractual~~a ~~cash~~12-month ~~payments~~period onfor ~~long-term~~those ~~debt~~plans ~~obligations~~that are ~~disclosed~~funded; ~~herein~~unfunded ~~based~~pension onand ~~the~~post-retirement ~~amounts~~plan ~~borrowed~~funding asamounts ofare ~~June 1,~~equal ~~2024~~to ~~and~~ the ~~maturity~~estimated ~~date~~benefit ~~of the underlying debt~~payments. ~~Estimated~~As ~~future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as~~ of ~~June~~May 131, ~~2024.~~2025, ~~Actual~~the ~~cash~~total ~~outflows~~projected ~~may~~benefit ~~differ~~obligation ~~significantly~~for ~~due~~our todomestic ~~changes~~and ininternational ~~borrowings~~employee orpension ~~interest~~benefit ~~rates~~plans was $77.9 million.

(23) ~~Pension~~Represents ~~plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to~~ the ~~estimated~~dividend ~~benefit~~payable ~~payments.~~as As of ~~June~~May 131, ~~2024,~~2025. ~~the~~Future ~~total~~dividend ~~projected~~payments ~~benefit~~are ~~obligation~~not ~~for~~considered ~~our~~contractual ~~domestic~~obligations ~~and~~until ~~international employee pension benefit plans was $207~~declared.1 ~~million.~~

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

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

Critical Accounting Policies and Estimates

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

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

Business Combinations

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

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

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

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

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

•discount rates.

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the values of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. ~~During fiscal 2022, management considered the acquisition of Knoll a material acquisition.~~ There were no material acquisitions during fiscal 2025, fiscal 2024 or fiscal 2023. ~~See Note 3 to the Consolidated Financial Statements for more information.~~

Goodwill and Indefinite-lived Intangibles

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

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

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

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

Goodwill

Certain business acquisitions have resulted in the recording of goodwill. At ~~June~~May 131, ~~2024~~2025, and June 31, ~~2023~~2024, we had goodwill recorded within the Consolidated Balance Sheets of $1,~~226~~152.3 4 million and $1,~~221~~226.7 3 million, respectively.

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

~~Each~~During the third quarter of ~~the~~fiscal ~~reporting~~year ~~units~~2025, ~~was~~the ~~reviewed~~Company ~~for~~identified ~~impairment~~indicators ~~using~~of a ~~qualitative~~triggering ~~assessment~~event aswhich could indicate the carrying amount of ~~March~~the ~~31,~~reporting ~~2024~~units may not be supported by the fair value. ~~The~~Although ~~Company~~our ~~elected~~annual toimpairment test ~~each~~is ~~reporting~~performed ~~unit~~during the fourth quarter, ~~with~~we ~~the~~perform ~~exception~~a ofqualitative ~~the~~assessment ~~Global~~each ~~Retail~~interim reporting ~~unit,~~period ~~qualitatively,~~to asdetermine iswhether ~~permitted~~there ~~under~~are ~~ASU~~indicators ~~2011-08,~~of ~~Intangibles-Goodwill~~a ~~and~~triggering ~~Other~~event ~~(Topic~~in ~~350):~~the ~~Testing~~quarter. ~~Goodwill~~Through ~~for~~this ~~Impairment~~assessment management identified an impairment triggering event associated with lower-than-expected operating results. ~~For~~This suggested that the ~~Global~~fair ~~Retail~~value ~~reporting~~of ~~unit,~~one ~~the~~or ~~Company~~more ~~elected~~of toour ~~proceed~~reporting ~~directly~~units tomay ~~the~~have ~~quantitative~~fallen ~~test~~below their carrying amount. NoAccordingly, ~~goodwill~~we ~~impairment~~performed ~~charges~~a ~~were~~quantitative ~~recorded~~valuation inof ~~fiscal~~each ~~2024,~~reporting ~~2023,~~unit orduring ~~2022~~the quarter.

The Company ~~performed~~used the ~~quantitative~~discounted ~~impairment~~cash ~~analysis~~flow ofmethod ~~the~~under ~~Global~~a ~~Retail~~weighting ~~reporting~~of ~~unit~~the asincome ofand ~~March~~market ~~31,~~approach ~~2024~~ to ~~determine~~estimate the fair value of ~~the~~our ~~Global Retail~~ reporting ~~unit~~units. asThese ~~compared~~approaches toare ~~the~~based ~~carrying~~on ~~value. The Company utilized~~ a ~~weighting~~discounted ofcash ~~the~~flow ~~income~~analysis ~~approach~~ and ~~the~~observable ~~market~~comparable ~~approach~~company toinformation ~~estimate~~that ~~the~~use ~~fair~~several ~~value~~inputs, ~~of the Global Retail reporting unit.~~ including:

The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of the Global Retail reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value. 38

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

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

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

The Company ~~evaluated~~selected the ~~sensitivity~~assumptions ofused ~~changes~~ in ~~forecasted sales, operating margin and~~ the ~~discount~~financial ~~rate~~forecasts ~~for~~using ~~the~~historical ~~Global~~data, ~~Retail~~supplemented ~~reporting~~by ~~unit.~~current ~~Reducing~~and ~~the~~anticipated ~~Global~~market ~~Retail~~conditions, ~~reporting unit'~~management’s ~~forecasted~~long-term ~~sales~~strategic ~~by 5% in all years~~plans, and ~~leaving~~guideline ~~all other assumptions static, would not result in impairment~~companies. ~~A decrease in the operating margin of 100 basis points in all years would not result in impairment. An increase in the discount rate of 100 basis points would not result in impairment.~~

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

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

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

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

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

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

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

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

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

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

Indefinite-lived Intangible Assets

Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At ~~June~~May 131, ~~2024~~2025, and June 31, ~~2023~~2024, the Company held trade name assets with a carrying value of $~~465~~432.5 million and $~~480~~465.75 million, respectively.

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

InDuring ~~fiscal 2024,~~ the ~~Company~~third ~~performed~~quarter ~~quantitative~~of ~~assessments~~fiscal inyear ~~testing~~2025 the ~~Knoll~~Company ~~product~~identified ~~brand~~indicators ~~and~~that ~~Muuto brand indefinite-lived intangible assets for~~ impairment, ~~which~~was ~~resulted~~more inlikely ~~the~~than ~~carrying~~not ~~values~~for certain of the ~~trade~~indefinite-lived ~~names~~intangible ~~exceeding their fair values by $8~~assets.9 ~~million and $7.9 million, respectively.~~ Accordingly, ~~impairment~~the ~~charges~~Company ofperformed ~~$16.8~~quantitative ~~million~~assessments induring ~~total were recognized. The carrying value of~~ the ~~Knoll~~third ~~trade~~quarter ~~name as~~ of ~~the~~fiscal ~~measurement~~year ~~date~~2025 ~~was~~to ~~$153.3~~testing ~~million and~~ the ~~fair~~indefinite-lived ~~value~~intangible ofassets ~~the~~which ~~Knoll~~showed ~~trade~~indicators ~~name~~that asimpairment ~~of the measurement date~~ was ~~$144.4~~more ~~million.~~likely ~~The~~than ~~carrying value of the Muuto trade name as of the measurement date was $88~~not.~~4 million~~ ~~and~~This ~~the~~quantitative ~~fair~~assessment ~~value~~resulted ofin the ~~Muuto~~recognition ~~trade name as~~ of ~~the measurement date was~~ $8037.57 million. Ifin ~~the residual~~ non-cash ~~flows~~impairment charges related to ~~these~~the ~~trade~~Knoll ~~names~~and ~~were~~Muuto totrade ~~decline~~names. inThe ~~future~~other ~~periods,~~indefinite-lived ~~the~~intangible ~~Company~~assets ~~may~~were ~~need~~determined to ~~record~~have ~~additional~~no impairment ~~charges~~.

In ~~completing~~performing ~~our~~this ~~annual~~quantitative ~~indefinite-lived~~assessment, ~~trade~~we ~~name~~estimate ~~impairment test,~~ the ~~respective~~ fair ~~values~~value ~~were~~of ~~estimated~~these intangible assets using athe relief-from-royalty ~~approach,~~method which requires assumptions related to ~~the following~~:

•actual and forecasted revenue growth ~~rate~~rates,

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

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

~~The~~In ~~assumptions~~completing ~~used~~the ~~reflect~~third ~~management’s~~quarter ~~best~~fiscal ~~estimates;~~year ~~however,~~2025 ~~actual~~assessment ~~results~~of ~~could differ from our estimates. In completing our annual~~ indefinite-lived trade name impairment ~~test~~, the respective fair values ~~of the Knoll and Muuto trade names~~ were ~~both~~ estimated using a discount ~~rate~~rates ofranging from 12.000%. ~~The~~to 13.00%, royalty rates ~~used~~ranging ~~for~~from ~~the Knoll and Muuto trade names were 2~~1.050% ~~and~~to 4.550%, ~~respectively.~~and ~~The~~ long-term growth rates inranging ~~the~~from ~~valuation of the Knoll and Muuto trade names were~~ 2.5% ~~and~~to 3.0%~~, respectively~~. The Company’s estimates of the fair value of its ~~Knoll and Muuto~~ indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. ~~Therefore~~If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, athe ~~sensitivity~~Company ~~analysis~~may ~~was~~need ~~performed~~to onrecord ~~certain~~additional ~~key~~impairment ~~assumptions~~charges.

For the Knoll trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales ~~at March 31, 2024~~ would have resulted in $1412.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $1815.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $1411.0 million of impairment charges.

For the Muuto trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales ~~at March 31, 2024~~ would have resulted in $87.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $4.50 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $86.0 million of impairment charges.

41In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $8.9 million and $7.9 million, respectively. Accordingly, impairment charges of $16.8 million in total were recognized.

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

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

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

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

Long-lived Assets

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

In the ~~fourth~~first quarter of fiscal ~~2024~~2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $517.54 million ~~recognized~~related ~~for~~to the right of use assets associated with these locations. In the second quarter of fiscal 2024, a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale. The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll. In the fourth quarter of fiscal 2024, it was determined that the carrying value of these assets exceeded their fair value and an impairment charge of $1.0 million was recognized. The carrying amount of these assets held for sale was $3.5 million and is classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets as of June 1, 2024.

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

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

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

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

New Accounting Standards

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

Forward Looking Statements

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

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

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

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

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

•Cybersecurity threats and risks;

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

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

•Availability and pricing of raw materials;

•Financial strength of our dealers and customers;

•Pace and level of government procurement; and

•Outcome of pending litigation or governmental audits or investigations.

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

Item 7A Quantitative and Qualitative Disclosures About Market Risk

The Company manufactures, markets, and sells its products throughout the world and, as a result, is subject to changing economic conditions, which could reduce the demand for its products or increase the demand for components and raw materials purchased by the Company.

Direct Material Costs

The Company is exposed to risks arising from price changes for certain direct materials and assembly components used in its operations. The largest of such costs incurred by the Company are for steel, plastics, textiles, wood particleboard and aluminum components. The impact from changes in all commodity prices decreased the Company's costs by approximately $105.87 million during fiscal ~~2024~~2025 compared to the prior year primarily due to decreased steel and aluminum costs offset in part by increased plastic costs. The impact from changes in commodity prices decreased the Company's costs by approximately $310.58 million during fiscal ~~2023~~2024 as compared to fiscal ~~2022~~2023. Note that these changes include the impact of Chinese tariffs on the Company's direct material costs.

The market prices for commodities will fluctuate over time and the Company acknowledges that such changes are likely to impact its costs for key direct materials and assembly components. Consequently, it views the prospect of such changes as an outlook risk to the business.

Significant increases in the cost of raw materials can be difficult to offset with price increases due to existing contractual agreements with customers as well as difficulty finding effective financial instruments to hedge these changes. Our profitability could be negatively impacted in the long term if we are not able to pass along higher raw material costs to our customers.

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.

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. As of ~~June~~May 131, ~~2024~~2025, the Company had outstanding 21 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.


(In millions, except number of forward contracts)
Net Asset Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	10	91.5
EUR	3	38.0

CNY	1	24.0









Net Liability Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	6	34.5


EUR	1	1.1

As of June 1, 2024, the Company had outstanding 21 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.


(In millions, except number of forward contracts)
Net Asset Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	6	53.3
EUR	2	49.4
BRL	1	3.9
CNY	1	20.4
JPY	1	573.1






Net Liability Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	3	15.3
DKK	2	20.1
CNH	2	242.5
EUR	1	1.1
GBP	1	1.1
MXN	1	101.1

44The cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency resulted in a net gain of $6.1 million in fiscal 2025 compared to a net gain of $3.0 million in fiscal 2024 included in net earnings. These amounts are included in Other expense (income), net in the Consolidated Statements of Comprehensive Income. Additionally, the cumulative effect of translating the balance sheet and income statement accounts from the functional currency into the United States dollar increased the accumulated comprehensive loss component of total stockholders' equity by $35.1 million compared to an increase of $8.3 million as of the end of fiscal 2025 and 2024, respectively.

As of June 3, 2023, the Company had outstanding 35 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.

(In millions, except number of forward contracts)
Net Asset Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	6	74.2
DKK	3	11.1
EUR	3	59.3
GBP	3	6.5
KWN	1	2,599.6
SEK	2	21.8
NOK	1	11.9
CNY	1	19.5
JPY	1	403.5
ZAR	1	20.4
Net Liability Exposure
Currency	Number of Forward Contracts	Net Exposure
USD	6	25.4
GBP	2	1.0
AUD	1	5.5
CAD	1	12.9
HKD	1	222.6
CNH	2	194.3

The cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency resulted in a net gain of $3.0 million in fiscal 2024 compared to net gain of $4.8 million in fiscal 2023 included in net earnings. These amounts are included in Other (income) expense, net in the Consolidated Statements of Comprehensive Income. Additionally, the cumulative effect of translating the balance sheet and income statement accounts from the functional currency into the United States dollar increased the accumulated comprehensive loss component of total stockholders' equity by $8.3 million compared to a decrease of $20.1 million as of the end of fiscal 2024 and 2023, respectively.

Interest Rate Risk

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 were entered into to 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 and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

These interest rate swap derivative instruments are held and used by the Company as a tool for managing interest rate risk. They are not used for trading or speculative purposes. The counterparties to the swap instruments are large financial institutions that the Company believes are of high-quality creditworthiness. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, such losses are not anticipated.

In September 2016, the Company entered into an interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on its revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 1.949% fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.910% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.

4544

In June 2017, the Company entered into a second interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $75.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on its revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 2.387% fixed interest rate plus applicable margin under the agreement as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 2.348% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.

In January 2022, the Company entered into a third interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $575.0 million with a forward start date of January 31, 2022, and a maturity date of January 29, 2027. The interest rate swap locked in the Company’s interest rate on forecasted outstanding borrowings of $575.0 million at 1.689% exclusive of the credit spread on the variable rate debt. The Company effectively will convert LIBOR-based floating interest rate plus applicable margin indebtedness to a 1.689% fixed interest rate plus applicable margin under the agreement as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.

In February 2023, the Company entered into a fourth interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of March 3, 2023, and a termination date of January 3, 2029. The interest rate swap locked in the Company’s interest rate on the forecasted outstanding borrowings of $150.0 million at 3.950% exclusive of the credit spread on the variable rate debt. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month ~~Spread Adjusted~~ Term SOFR floating interest rate plus applicable margin to 3.950% fixed interest rate ~~and adjustment percentage~~ plus applicable margin as of the forward start date. "Spread Adjusted Term SOFR" means Term SOFR plus an adjustment percentage that varies with tenor. The Company typically selects a one month tenor that is calculated as the one month Term SOFR rate plus 0.11448%.

The fair market value of the effective interest rate swap instruments was a net asset of $6126.71 million and $5661.97 million as of ~~June~~May 131, ~~2024~~2025, and June 31, ~~2023~~2024, respectively. All cash flows related to the Company's interest rate swap instruments are denominated in U.S. Dollars. For further information, refer to Note 65 and Note 1211 of the Consolidated Financial Statements.

Expected cash outflows (notional amounts) over the next five years and thereafter related to debt instruments are as follows.

(In millions)	~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Thereafter		Total(1)
Long-Term Debt Instruments:
Interest rate 1.650%(2)	$	—	$	—575.0	$	~~575.0~~—	$	—	$	—	$	—	$	575.0
Interest rate 1.910%(2)	$	—	$	—	$	—150.0	$	~~150.0~~—	$	—	$	—	$	150.0
Interest rate 2.348%(2)	$	—	$	—	$	—75.0	$	~~75.0~~—	$	—	$	—	$	75.0
Interest rate 3.950%(2)	$	—	$	—	$	—	$	—150.0	$	~~150.00~~—	$	—	$	150.0

(1) Amount does not include the recorded fair value of the swap instruments.

(2) The Company's revolving credit facility and Term Loans have a variable interest rate, but due to the interest rate swaps, the rate on $150.0 million, $75.0 million, $575.0 million and $150.0 million will be fixed at 1.91%, 2.348%, 1.65% and 3.95%, respectively.

4645

Item 8 Financial Statements and Supplementary Data

MillerKnoll, Inc.

Consolidated Statements of Comprehensive Income

	Year Ended
(In millions, except per share data)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024		~~May~~June 283, ~~2022~~2023
Net sales	$	3,~~628~~669.49	$	43,~~087~~628.14	$	34,~~946~~087.01
Cost of sales	2,~~208~~247.93		2,~~657~~208.19		2,~~593~~657.31
Gross margin	1,~~419~~422.56		1,~~430~~419.05		1,~~352~~430.70
Operating expenses:
Selling, general and administrative	1,~~112~~133.15		1,~~126~~112.41		1,~~204~~126.24
Impairment charges	16130.80		4116.28		—41.2
Restructuring expenses	3014.8		3430.48		—34.4
Design and research	9293.68		~~105~~92.76		~~108~~105.7
Total operating expenses	1,~~252~~372.31		1,~~307~~252.73		1,~~312~~307.97
Operating earnings	~~167~~50.25		~~122~~167.32		39122.83
Interest expense	76.27		7476.02		3774.80
Interest and other investment (income) expense	(65.14)		(26.81)		(12.68)
Other (income) expense, net	(2.6)		(0.3)		12.2
Other expense (income), net	1.1		(2.6)		(0.3)
Earnings (loss) before income taxes and equity income	99.7		51.4		(8.6)
(Loss) earnings before income taxes and equity income	(21.9)		99.7		51.4
Income tax expense	1411.76		414.57		114.15
Equity (loss) earnings from nonconsolidated affiliate, net of tax	(0.4)		(0.8)		—
Equity earnings (loss) from nonconsolidated affiliate, net of tax	0.3		(0.4)		(0.8)
Net earnings (loss)	84.6		46.1		(19.7)
Net (loss) earnings	(33.2)		84.6		46.1
Net earnings attributable to redeemable noncontrolling interests	2.3.7		42.03		7.4.0
Net earnings (loss) attributable to MillerKnoll, Inc.	$	82.3	$	42.1	$	(27.1)
Net (loss) earnings attributable to MillerKnoll, Inc.	$	(36.9)	$	82.3	$	42.1
Earnings (loss) per share - basic	$	1.12	$	0.56	$	(0.37)
(Loss) earnings per share - basic	$	(0.54)	$	1.12	$	0.56
Earnings (loss) per share - diluted	1.11		0.55		(0.37)
(Loss) earnings per share - diluted	(0.54)		1.11		0.55
Other comprehensive income (loss), net of tax
Other comprehensive income, net of tax
Foreign currency translation adjustments	835.31		~~(20~~8.1)3		(9020.01)
Pension and post-retirement liability adjustments	(92.5)4		13(9.15)		13.51
Unrealized gains on interest rate swap agreement	3.6		19.0		34.5
Unrealized (loss) gain on interest rate swap agreement	(26.8)		3.6		19.0
Other comprehensive income (loss), net of tax	2.4		12.0		(42.0)
Other comprehensive income, net of tax	10.7		2.4		12.0
Comprehensive income (loss)	87.0		58.1		(61.7)
Comprehensive (loss) income	(22.5)		87.0		58.1
Comprehensive income attributable to redeemable noncontrolling interests	2.3.7		42.03		4.40
Comprehensive income (loss) attributable to MillerKnoll, Inc.	$	84.7	$	54.1	$	(66.1)
Comprehensive (loss) income attributable to MillerKnoll, Inc.	$	(26.2)	$	84.7	$	54.1

4746

MillerKnoll, Inc.

Consolidated Balance Sheets

(In millions, except share and per share data)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
ASSETS
Current Assets:
Cash and cash equivalents	$	~~230~~193.47	$	~~223~~230.54
Accounts receivable, net of allowances of $7.4 and $6.4	308.3		334.1
Accounts receivable, net of allowances of $9.3 and $7.4	350.2		308.3
Unbilled accounts receivable	2226.29		2922.42
Inventories, net	~~428~~447.65		~~487~~428.46
Prepaid expenses	6674.56		9266.75
Assets held for sale	~~3.5~~—		—3.5
Other current assets	1015.18		910.1
Total current assets	1,~~069~~108.67		1,~~176~~069.26
Property and equipment, net of accumulated depreciation of $1,090.7 and $1,034.4	492.0		536.3
Property and equipment, net of accumulated depreciation of $1,142.7 and $1,090.7	496.1		492.0
Right of use assets	~~375~~411.62		~~415~~375.96
Goodwill	1,~~226~~152.34		1,~~221~~226.73
Indefinite-lived intangibles	~~465~~432.5		~~480~~465.75
Other amortizable intangibles, net of accumulated amortization of $223.4 and $185.2	279.3		313.1
Other amortizable intangibles, net of accumulated amortization of $265.4 and $223.4	247.5		279.3
Other noncurrent assets	~~135~~101.38		~~130~~135.93
Total Assets	$	43,~~043~~950.62	$	4,~~274~~043.86
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	~~241~~271.43	$	~~269~~241.54
Short-term borrowings and current portion of long-term debt	4316.50		3343.45
Accrued compensation and benefits	~~104~~92.5		61104.75
Short-term lease liability	6772.20		7767.12
Accrued warranty	1716.68		2017.86
Customer deposits	~~100~~102.25		93100.82
Other accrued liabilities	~~123~~132.37		~~146~~123.53
Total current liabilities	~~697~~703.78		~~702~~697.87
Long-term debt	1,~~291~~310.76		1,~~365~~291.17
Pension and post-retirement benefits	107.01		710.50
Lease liabilities	~~360~~413.4		~~393~~360.74
Other liabilities	~~224~~180.82		~~265~~224.58
Total Liabilities	2,~~584~~615.61		2,~~734~~584.6
Redeemable noncontrolling interests	7359.93		~~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, 70,377,692 and 75,698,670 shares issued and outstanding in 2024 and 2023, respectively)	14.1		15.1
Common stock, $0.20 par value (240,000,000 shares authorized, 67,804,913 and 70,377,692 shares issued and outstanding in 2025 and 2024, respectively)	13.6		14.1
Additional paid-in capital	~~725~~679.31		~~836~~725.53
Retained earnings	~~738~~665.41		~~676~~738.14
Accumulated other comprehensive loss	(9282.70)		(9592.17)
Total Stockholders' Equity	1,~~385~~275.18		1,~~432~~385.61
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity	$	43,~~043~~950.62	$	4,~~274~~043.86

MillerKnoll, Inc.

Consolidated Statements of Stockholders' Equity


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Deferred Compensation Plan		MillerKnoll, Inc. Stockholders' Equity
(In millions, except share and per share data)	Shares	Amount














May 28, 2022	75,824,241	$	15.2	$	825.7	$	693.3	$	(107.1)	$	—	$	1,427.1
Net earnings	—	—		—		42.1		—		—		42.1
Other comprehensive income, net of tax	—	—		—		—		12.0		—		12.0
Stock-based compensation expense	(39,839)	—		20.2		—		—		—		20.2

Exercise of stock options	49,482	—		1.0		—		—		—		1.0
Restricted and performance stock units released	226,657	—		0.4		—		—		—		0.4
Employee stock purchase plan issuances	185,551	—		3.1		—		—		—		3.1
Repurchase and retirement of common stock	(575,207)	(0.1)		(15.9)		—		—		—		(16.0)
Deferred stock unit	—	—		0.6		—		—		—		0.6
Director's fees	27,785	—		0.6		—		—		—		0.6






Redemption Value Adjustment	—	—		—		(1.9)		—		—		(1.9)

Dividends declared ($0.75 per share)	—	—		—		(57.2)		—		—		(57.2)
Other	—	—		0.8		(0.2)		—		—		0.6
June 3, 2023	75,698,670	$	15.1	$	836.5	$	676.1	$	(95.1)	$	—	$	1,432.6
Net earnings	—	—		—		82.3		—		—		82.3
Other comprehensive income, net of tax	—	—		—		—		2.4		—		2.4
Stock-based compensation expense	(983)	—		20.7		—		—		—		20.7

Exercise of stock options	74,096	—		1.7		—		—		—		1.7
Restricted and performance stock units released	457,965	0.1		0.9		—		—		—		1.0
Employee stock purchase plan issuances	139,211	0.1		2.9		—		—		—		3.0
Repurchase and retirement of common stock	(6,022,646)	(1.2)		(138.2)		—		—		—		(139.4)

Director's fees	31,379	—		0.8		—		—		—		0.8






Redemption Value Adjustment	—	—		—		34.5		—		—		34.5

Dividends declared ($0.75 per share)	—	—		—		(55.0)		—		—		(55.0)
Other	—	—		—		0.5		—		—		0.5
June 1, 2024	70,377,692	$	14.1	$	725.3	$	738.4	$	(92.7)	$	—	$	1,385.1
Net earnings	—	—		—		(36.9)		—		—		(36.9)
Other comprehensive income, net of tax	—	—		—		—		10.7		—		10.7
Stock-based compensation expense	—	—		31.8		—		—		—		31.8

Exercise of stock options	95,901	—		1.9		—		—		—		1.9
Restricted and performance stock units released	417,843	0.1		1.4		—		—		—		1.5
Employee stock purchase plan issuances	155,758	0.1		2.9		—		—		—		3.0
Repurchase and retirement of common stock, including excise tax	(3,291,176)	(0.7)		(84.9)		—		—		—		(85.6)
Deferred stock unit	508	—		—		—		—		—		—
Director's fees	48,387	—		1.1		—		—		—		1.1






Redemption Value Adjustment	—	—		—		16.4		—		—		16.4

Dividends declared ($0.75 per share)	—	—		—		(52.3)		—		—		(52.3)
Other	—	—		(0.4)		(0.5)		—		—		(0.9)
May 31, 2025	67,804,913	$	13.6	$	679.1	$	665.1	$	(82.0)	$	—	$	1,275.8

MillerKnoll, Inc.

Consolidated Statements of Stockholders' Equity

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Deferred Compensation Plan		MillerKnoll, Inc. Stockholders' Equity
(In millions, except share and per share data)	Shares	Amount
May 29, 2021	59,029,165	$	11.8	$	94.7	$	819.3	$	(65.1)	$	(0.2)	$	860.5
Net loss	—	—		—		(27.1)		—		—		(27.1)
Other comprehensive loss, net of tax	—	—		—		—		(42.0)		—		(42.0)
Stock-based compensation expense	—	—		31.4		—		—		—		31.4
Restricted stock issuance	611,452	0.1		(0.1)		—		—		—		—
Exercise of stock options	116,178	0.1		3.3		—		—		—		3.4
Restricted and performance stock units released	503,687	0.1		(0.1)		—		—		—		—
Employee stock purchase plan issuances	87,562	—		2.8		—		—		—		2.8
Repurchase and retirement of common stock	(390,979)	(0.1)		(16.1)		—		—		—		(16.2)
Directors' fees direct issuance	23,255	—		0.9		—		—		—		0.9
Director's fees deferred restricted stock units	—	—		0.6		—		—		—		0.6
Deferred compensation plan	—	—		—		—		—		0.2		0.2
Shares issued for the Acquisition of Knoll	15,843,921	3.2		685.1		—		—		—		688.3
Pre-combination expense from Knoll rollover	—	—		22.4		—		—		—		22.4
NCI Adjustment	—	—		0.5		—		—		—		0.5
Redemption Value Adjustment	—	—		—		(41.6)		—		—		(41.6)
Restricted stock units dividend reinvestment	—	—		0.3		(0.3)		—		—		—
Dividends declared ($0.75 per share)	—	—		—		(57.0)		—		—		(57.0)
May 28, 2022	75,824,241	$	15.2	$	825.7	$	693.3	$	(107.1)	$	—	$	1,427.1
Net earnings	—	—		—		42.1		—		—		42.1
Other comprehensive income, net of tax	—	—		—		—		12.0		—		12.0
Stock-based compensation expense	(39,839)	—		20.2		—		—		—		20.2
Exercise of stock options	49,482	—		1.0		—		—		—		1.0
Restricted and performance stock units released	226,657	—		0.4		—		—		—		0.4
Employee stock purchase plan issuances	185,551	—		3.1		—		—		—		3.1
Repurchase and retirement of common stock	(575,207)	(0.1)		(15.9)		—		—		—		(16.0)
Deferred stock unit	—	—		0.6		—		—		—		0.6
Director's fees	27,785	—		0.6		—		—		—		0.6
Redemption Value Adjustment	—	—		—		(1.9)		—		—		(1.9)
Dividends declared ($0.75 per share)	—	—		—		(57.2)		—		—		(57.2)
Other	—	—		0.8		(0.2)		—		—		0.6
June 3, 2023	75,698,670	$	15.1	$	836.5	$	676.1	$	(95.1)	$	—	$	1,432.6
Net earnings	—	—		—		82.3		—		—		82.3
Other comprehensive income, net of tax	—	—		—		—		2.4		—		2.4
Stock-based compensation expense	(983)	—		20.7		—		—		—		20.7
Exercise of stock options	74,096	—		1.7		—		—		—		1.7
Restricted and performance stock units released	457,965	0.1		0.9		—		—		—		1.0
Employee stock purchase plan issuances	139,211	0.1		2.9		—		—		—		3.0
Repurchase and retirement of common stock, including excise tax	(6,022,646)	(1.2)		(138.2)		—		—		—		(139.4)
Director's fees	31,379	—		0.8		—		—		—		0.8
Redemption Value Adjustment	—	—		—		34.5		—		—		34.5
Dividends declared ($0.75 per share)	—	—		—		(55.0)		—		—		(55.0)
Other	—	—		—		0.5		—		—		0.5
June 1, 2024	70,377,692	$	14.1	$	725.3	$	738.4	$	(92.7)	$	—	$	1,385.1

MillerKnoll, Inc.

Consolidated Statements of Cash Flows

	Year Ended
(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024		~~May~~June 283, ~~2022~~2023
Cash Flows from Operating Activities:
Net earnings (loss)	$	84.6	$	46.1	$	(19.7)
Net (loss) earnings	$	(33.2)	$	84.6	$	46.1
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation expense	~~117~~102.56		~~115~~117.35		~~112~~115.03
Amortization expense	37.69		3937.86		7839.68
Loss on sale of equity method investment	~~0.4~~—		—0.4		—
Loss on sale of property and dealers	—		—		(1.0)
Deferred taxes	(45.0)		(38.8)		(45.3)
Deferred taxes	(38.8)		(45.3)		(21.7)
Pension contributions	(0.3)		(1.8)		(11.7)
Pension contributions	(1.8)		(11.7)		(5.0)
Impairment charges	130.0		16.8		57.9
Impairment charges	16.8		57.9		15.5
Restructuring expenses	14.8		30.8		34.0
Loss on extinguishment of debt	—		—		13.4
Stock-based compensation	31.8		20.7		20.2
Restructuring expenses	30.8		34.0		—
Amortization of deferred financing costs	4.6		4.6		4.6
Stock-based compensation	20.7		20.2		31.4
Operating leases	4.7		(4.3)		(3.3)
Amortization of deferred financing costs	4.6		4.6		4.2
Decrease (increase) in long-term assets	2.0		2.4		(4.7)
Decrease (increase) in long-term assets	2.4		(4.7)		(1.6)
(Decrease) in long-term liabilities	(3.6)		(1.8)		(2.1)
Changes in current assets and liabilities:
Decrease (increase) in accounts receivable & unbilled accounts receivable	35.2		15.6		(92.4)
(Increase) decrease in accounts receivable & unbilled accounts receivable	(41.9)		35.2		15.6
Decrease (increase) in inventories	59.0		81.5		(166.4)
(Increase) decrease in inventories	(16.9)		59.0		81.5
Decrease (increase) in prepaid expenses and other	25.6		19.6		(39.6)
(Increase) decrease in prepaid expenses and other	(13.9)		25.6		19.6
(Decrease) increase in accounts payable	(28.9)		(82.5)		51.5
Increase (decrease) in accounts payable	26.7		(28.9)		(82.5)
(Decrease) increase in accrued liabilities	(7.5)		(124.8)		47.2
Increase (decrease) in accrued liabilities	1.0		(7.5)		(124.8)
Other, net	(24.3)4		(01.96)		~~(16~~0.2)6
Net Cash Provided by (Used in) Operating Activities	352.3		162.9		(11.9)
Net Cash Provided by Operating Activities	209.3		352.3		162.9
Cash Flows from Investing Activities:
Advances of notes receivable	(143.73)		(514.17)		(15.21)
Collection of notes receivable	26.8		—2.8		—
Marketable securities sales	—		—		7.7
Capital expenditures	(107.6)		(78.4)		(83.3)
Capital expenditures	(78.4)		(83.3)		(94.7)
Proceeds from sales of property and dealers	6.5		—		0.3
Proceeds from sales of property and dealers	—		0.3		2.8
Proceeds from life insurance policy	—		—		13.5
Proceeds from life insurance policy	—		13.5		—
Proceeds from the sale of equity method investment	—		3.5		—
Acquisitions, net of cash received	—		—		(1,088.5)
Other, net	(3.3)		0.5		(1.9)
Proceeds from the sale of equity method investment	3.5		—		—
Net Cash (Used in) Investing Activities	(100.9)		(86.3)		(76.5)
Other, net	0.5		(1.9)		1.5
Net Cash (Used in) Investing Activities	(86.3)		(76.5)		(1,172.4)
Cash Flows from Financing Activities:
Proceeds from issuance of debt, net of discounts	—123.1		—		~~1,007.0~~—
Payments of deferred financing costs	—(0.3)		—		~~(9.3)~~—
Repayments of long-term debt	(3175.37)		(2631.3)		(6326.13)
Proceeds from credit facility	~~833~~1,101.28		~~929~~833.92		~~1,026~~929.59
Repayments of credit facility	(~~869~~1,163.95)		(~~916~~869.29)		(~~838~~916.52)
Payment of make whole premium on debt	—		—		(13.4)
Dividends paid	(51.7)		(55.6)		(57.1)
Dividends paid	(55.6)		(57.1)		(54.5)
Common stock issued	6.0		5.9		5.5
Common stock issued	5.9		5.5		7.5
Common stock repurchased and retired	(84.9)		(138.2)		(16.0)
Common stock repurchased and retired	(138.2)		(16.0)		(16.2)
Distribution to noncontrolling interest	(4.4)		(2.8)		(4.9)
Distribution to noncontrolling interest	(2.8)		(4.9)		(6.8)
Other, net	(0.7)		(0.1)		(1.7)
Other, net	(0.1)		(1.7)		0.7
Net Cash (Used in) Financing Activities	(150.3)		(258.8)		(86.8)
Net Cash (Used in) Provided by Financing Activities	(258.8)		(86.8)		1,039.9
Effect of exchange rate changes on cash and cash equivalents	5.2		(0.3)		(6.4)
Effect of exchange rate changes on cash and cash equivalents	(0.3)		(6.4)		(21.7)
Net (Decrease) Increase In Cash and Cash Equivalents	(36.7)		6.9		(6.8)
Net Increase (Decrease) In Cash and Cash Equivalents	6.9		(6.8)		(166.1)
Cash and cash equivalents, Beginning of Year	230.4		223.5		230.3
Cash and cash equivalents, Beginning of Year	223.5		230.3		396.4
Cash and Cash Equivalents, End of Year	$	193.7	$	230.4	$	223.5
Cash and Cash Equivalents, End of Year	$	230.4	$	223.5	$	230.3
Other Cash Flow Information
Interest paid	$	69.1	$	70.6	$	70.6
Income taxes paid, net of cash received	$	51.3	$	28.1	$	34.8

5049

Other Cash Flow Information
Interest paid	$	70.6	$	70.6	$	28.8
Income taxes paid, net of cash received	$	28.1	$	34.8	$	36.9

Notes to the Consolidated Financial Statements

Note 1	Significant Accounting and Reporting Policies	5351
Note 2	Revenue from Contracts with Customers	6260
Note 3	~~Acquisitions and Divestitures~~Inventories	6563
Note 4	~~Inventories~~Investments in Nonconsolidated Affiliates	6563
Note 5	~~Investments~~Short-Term inBorrowings ~~Nonconsolidated~~and ~~Affiliates~~Long-Term Debt	6664
Note 6	~~Short-Term Borrowings and Long-Term Debt~~Leases	6766
Note 7	~~Leases~~Employee Benefit Plans	6867
Note 8	~~Employee~~Common ~~Benefit~~Stock ~~Plans~~and Per Share Information	6971
Note 9	~~Common~~ Stock-Based ~~and Per Share Information~~Compensation	7471
Note 10	~~Stock-Based~~Income ~~Compensation~~Taxes	7476
Note 11	~~Income~~Fair ~~Taxes~~Value Measurements	80
Note 12	~~Fair~~Commitments ~~Value~~and Contingencies	8384
Note 13	~~Commitments~~Operating ~~and Contingencies~~Segments	8785
Note 14	~~Operating~~Accumulated ~~Segments~~Other Comprehensive Loss	88
Note 15	~~Accumulated~~Restructuring ~~Other~~and ~~Comprehensive~~Integration ~~Loss~~Expense	9188
Note 16	~~Restructuring~~Variable ~~and~~Interest ~~Integration Expense~~Entities	9190
Note 17	Variable Interest Entities	93

5250

1. Significant Accounting and Reporting Policies

The following is a summary of significant accounting and reporting policies not reflected elsewhere in the accompanying financial statements.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of MillerKnoll, Inc. and its controlled domestic and foreign subsidiaries. The consolidated entities are collectively referred to as “the Company.” All intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements.

Description of Business

The Company researches, designs, manufactures, sells and distributes interior furnishings for use in various environments including office, healthcare, educational and residential settings and provides related services that support companies all over the world. The Company's products are sold primarily through independent contract furniture dealers, retail studios, the Company's eCommerce platforms, direct-mail catalogs, as well as direct customer sales and independent retailers.

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®. Combined, MillerKnoll represents over 100 years of design research and exploration in service of humanity. 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.

Fiscal Year

The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended ~~June~~May 131, ~~2024~~2025, ~~contained~~and ~~52 weeks;~~ the fiscal year ended June 31, ~~2023~~2024, both contained 5352 weeks; and the fiscal year ended ~~May~~June 283, ~~2022~~2023, contained 5253 weeks.

Foreign Currency Translation

The functional currency for most of the foreign subsidiaries is their local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the United States dollar using fiscal year-end exchange rates and translating revenue and expense accounts using average exchange rates for the period are reflected as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.

The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net loss of $36.01 million, $43.80 million, and $34.38 million for the fiscal years ended ~~June~~May 131, ~~2024~~2025, June 31, ~~2023~~2024, and ~~May~~June 283, ~~2022~~2023, respectively. These amounts are included in Other expense (income) ~~expense~~, net in the Consolidated Statements of Comprehensive Income.

Cash and Cash Equivalents

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.

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

(In millions)	~~June~~May 131, ~~2024~~2025		June 1, 2024
Gross cash position	$	2699.64	$	26.6
Less: cash borrowings	(2398.0)		(23.0)
Net cash position	$	31.64	$	3.6

The Company holds cash equivalents as part of its cash management function. Cash equivalents include money market funds and time deposit investments with original maturities of less than three months. The carrying value of cash equivalents, which approximates fair value, totaled $5534.90 million and $4055.89 million as of ~~June~~May 131, ~~2024~~2025 and June 31, ~~2023~~2024, respectively.

5351

All cash equivalents are high-credit quality financial instruments and the amount of credit exposure to any one financial institution or instrument is limited.

Allowances for Credit Losses

Allowances for credit losses related to accounts are managed at a level considered by management to be adequate to absorb an estimate of probable future losses existing at the balance sheet date.

In estimating probable losses, we review accounts based on known customer exposures, historical credit experience, and specific identification of other potentially uncollectible accounts. An accounts receivable balance is considered past due when payment is not received within the stated terms. Accounts that are considered to have higher credit risk are reviewed using information available about the debtor, such as financial statements, news reports and published credit ratings. General information regarding industry trends and the economic environment is also used.

We arrive at an estimated loss for specific concerns and estimate an additional amount for the remainder of trade balances based on historical trends and other factors previously referenced. Balances are written off against the reserve once the Company determines the probability of collection to be remote. The Company generally does not require collateral or other security on trade accounts receivable. Subsequent recoveries, if any, are credited to bad debt expense when received.

Concentrations of Credit Risk

The Company's trade receivables are primarily due from independent dealers who, in turn, carry receivables from their customers. The Company monitors and manages the credit risk associated with individual dealers and direct customers where applicable. Dealers are responsible for assessing and assuming credit risk of their customers and may require their customers to provide deposits, letters of credit or other credit enhancement measures. Some sales contracts are structured such that the customer payment or obligation is direct to the Company. In those cases, the Company may assume the credit risk. Whether from dealers or customers, the Company's trade credit exposures are not concentrated with any particular entity.

Inventories

Inventories are valued at the lower of cost or net realizable value and include material, labor and overhead. The Company establishes reserves for excess and obsolete inventory based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or net realizable value may be adjusted in response to changing conditions, however inventory cannot be subsequently written back up, since the reserve establishes a new (lower) cost basis. Inventory cost is primarily determined using the first in, first out (FIFO) method. Further information on the Company's recorded inventory balances can be found in Note 43 of the Consolidated Financial Statements.

Goodwill and Indefinite-lived Intangible Assets

The changes in the carrying amount of goodwill, by reporting segment, are as follows:

(In millions)	~~Americas~~North America Contract(1)		International Contract ~~& Specialty~~		Global Retail(2)		Total
Balance at May 28, 2022
Balance at June 3, 2023	$	582.4	$	153.1	$	486.2	$	1,221.7
Goodwill	$	197.4	$	111.2	$	181.1	$	489.7
Impairment charges	—		—		—		—
Sale of owned dealer	(0.3)		—		—		(0.3)
Foreign currency translation adjustments	1.9		0.9		1.8		4.6
Acquisition of Knoll	346.0		226.8		330.7		903.5
Balance at June 1, 2024	$	584.3	$	154.0	$	488.0	$	1,226.3
Foreign currency translation adjustments	23.7		(33.7)		(31.2)		(41.2)
Impairment charges	—		—		(92.3)		(92.3)
Accumulated impairment losses	(36.7)		—		(88.8)		(125.5)
Foreign currency translation adjustments	6.5		5.1		6.8		18.4
Net goodwill as of May 28, 2022	$	530.1	$	304.3	$	391.8	$	1,226.2
Balance at May 31, 2025	$	590.8	$	159.1	$	402.5	$	1,152.4
Balance at June 3, 2023
Goodwill	$	566.8	$	304.3	$	480.6	$	1,351.7
Foreign currency translation adjustments	(1.7)		(1.3)		(1.5)		(4.5)
Accumulated impairment losses	(36.7)		—		(88.8)		(125.5)
Net goodwill as of June 3, 2023	$	528.4	$	303.0	$	390.3	$	1,221.7
Balance at June 1, 2024
Goodwill	$	565.1	$	303.0	$	479.1	$	1,347.2
Foreign currency translation adjustments	1.7		1.4		1.5		4.6
Accumulated impairment losses	(36.7)		—		(88.8)		(125.5)
Net goodwill balance as of June 1, 2024	$	530.1	$	304.4	$	391.8	$	1,226.3

(1) North America Contract segment had accumulated goodwill impairments of $36.7 million as of May 31, 2025, June 1, 2024, and June 3, 2023.

(2) Global Retail segment had accumulated goodwill impairments of $181.1 million as of May 31, 2025, and $88.8 million as of June 1, 2024, and June 3, 2023.

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

(In millions)	Indefinite-lived Intangible Assets		~~Indefinite-lived Intangible Assets~~
Balance at May 28, 2022			$	501.0
Balance at June 3, 2023	$	480.7
Foreign currency translation adjustments	1.6		~~(0.6)~~
Acquisition of Knoll			(19.7)
Impairment Charges	(16.8)
Balance at June 3, 2023			$	480.7
Balance at June 1, 2024	$	465.5
Foreign currency translation adjustments	4.7		~~1.6~~
Impairment charges	(37.7)		~~(16.8)~~
Balance at June 1, 2024			$	465.5
Balance at May 31, 2025	$	432.5

Goodwill

~~Each~~During the third quarter of ~~the~~fiscal ~~reporting~~year ~~units~~2025, ~~was~~the ~~reviewed~~Company ~~for~~identified ~~impairment~~indicators ~~using~~of a ~~qualitative~~triggering ~~assessment~~event aswhich could indicate the carrying amount of ~~March~~the ~~31,~~reporting ~~2024~~units may not be supported by the fair value. ~~The~~Although ~~Company~~our ~~elected~~annual toimpairment test is performed during the fourth quarter, we perform a qualitative assessment each interim reporting ~~unit,~~period ~~with~~to ~~the~~determine ~~exception~~whether there are indicators of a triggering event in the ~~Global~~quarter. ~~Retail~~Through ~~reporting~~this ~~unit,~~assessment ~~qualitatively,~~management asidentified isan ~~permitted~~impairment ~~under~~triggering ~~ASU~~event ~~2011-08,~~associated ~~Intangibles~~with lower-~~Goodwill~~than-expected ~~and~~operating ~~Other~~results. ~~(Topic~~This ~~350):~~suggested ~~Testing~~that ~~Goodwill~~the ~~for~~fair ~~Impairment.~~value ~~For~~of ~~the~~one ~~Global~~or ~~Retail~~more of our reporting ~~unit,~~units ~~the~~may ~~Company~~have ~~elected~~fallen tobelow ~~proceed~~their ~~directly~~carrying toamount. ~~the~~Accordingly, we performed a quantitative ~~test~~valuation of each reporting unit during the quarter.

55The Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

~~The~~•actual Company performed the quantitative impairment analysis of the Global Retail reporting unit as of March 31, 2024, to determine the fair value of the Global Retail reporting unit as compared to the carrying value. The Company utilized a weighting of the income approach and ~~the~~forecasted ~~market~~revenue ~~approach~~growth torates estimate the fair value of the Global Retail reporting unit. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, asoperating ~~such~~margins, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 37% and therefore does not have a heightened risk of future impairments if any assumptions, estimates or market factors change in the future.

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

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

The Company ~~evaluated~~selected the ~~sensitivity~~assumptions ofused ~~changes~~ in ~~forecasted sales, operating margin and~~ the ~~discount~~financial ~~rate~~forecasts ~~for~~using ~~the~~historical ~~Global~~data, ~~Retail~~supplemented ~~reporting~~by ~~unit.~~current ~~Reducing~~and ~~the~~anticipated ~~Global~~market ~~Retail~~conditions, ~~reporting unit'~~management’s ~~forecasted~~long-term ~~sales~~strategic ~~by 5% in all years~~plans, and ~~leaving~~guideline ~~all other assumptions static, would not result in impairment~~companies. ~~A decrease in the operating margin of 100 basis points would not result in impairment. An increase in the discount rate of 100 basis points would not result in impairment.~~

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

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

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

Indefinite-lived Intangible Assets

InDuring ~~fiscal 2024,~~ the ~~Company~~third ~~performed~~quarter ~~quantitative~~of ~~assessments~~fiscal inyear ~~testing~~2025 the ~~Knoll~~Company ~~product~~identified ~~brand~~indicators ~~and~~that ~~Muuto brand indefinite-lived intangible assets for~~ impairment, ~~which~~was ~~resulted~~more inlikely ~~the~~than ~~carrying~~not ~~values~~for certain of the ~~trade~~indefinite-lived ~~names~~intangible ~~exceeding their fair values by $8~~assets.~~9 million~~ ~~and $7.9 million, respectively.~~ Accordingly, ~~impairment~~the ~~charges~~Company ofperformed ~~$16.8 million~~quantitative inassessments ~~total~~during ~~were recognized. The carrying value of~~ the ~~Knoll~~third ~~trade~~quarter ~~name as~~ of ~~the~~fiscal ~~measurement~~year ~~date~~2025 ~~was~~to ~~$153.3~~test ~~million and~~ the ~~fair~~indefinite-lived ~~value~~intangible ofassets ~~the~~which ~~Knoll~~showed ~~trade~~indicators ~~name~~that asimpairment ofwas ~~the~~more ~~measurement~~likely ~~date~~than ~~was $144~~not.4 ~~million.~~This ~~The~~quantitative ~~carrying~~assessment ~~value~~resulted ofin the ~~Muuto~~recognition ~~trade name as~~ of ~~the measurement date was~~ $8837.47 million ~~and~~in ~~the~~non-cash ~~fair~~impairment ~~value~~charges ofrelated ~~the~~to ~~Muuto trade name as of~~ the ~~measurement~~Knoll ~~date~~and ~~was~~Muuto ~~$80.5~~trade ~~million~~names. IfThe ~~the~~other ~~residual~~indefinite-lived ~~cash~~intangible ~~flows~~assets ~~related to these trade names~~ were todetermined ~~decline in future periods, the Company may need~~ to ~~record~~have ~~additional~~no impairment ~~charges~~.

•actual and forecasted revenue growth ~~rate~~rates,

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

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

~~The~~In ~~assumptions~~completing ~~used~~the ~~reflect~~third ~~management’s~~quarter ~~best~~fiscal ~~estimates;~~year ~~however,~~2025 ~~actual~~assessment ~~results~~of ~~could differ from our estimates. In completing our annual~~ indefinite-lived trade name impairment ~~test~~, the respective fair values ~~of the Knoll and Muuto trade names~~ were ~~both~~ estimated using a discount ~~rate~~rates ofranging from 12.08%. ~~The~~to 17.3%, royalty ~~rate~~rates ~~used~~ranging ~~for~~from ~~the Knoll and Muuto trade names were 2~~1.0% ~~and~~to 43.50%, ~~respectively.~~and ~~The~~ long-term growth ~~rate~~rates ~~used~~ranging infrom ~~the valuation of the Knoll and Muuto trade names was~~ 2.5% ~~and~~to 3.0%~~, respectively~~. The Company’s estimates of the fair value of its ~~Knoll and Muuto~~ indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. ~~Therefore,~~If athe ~~sensitivity~~estimated ~~analysis~~cash ~~was~~flows ~~performed on certain key assumptions.~~

5654

~~For~~related to the ~~Knoll~~Company's ~~trade~~indefinite-lived ~~name,~~intangibles ~~keeping~~were ~~all~~to ~~other~~decline ~~assumptions constant, a 10% decrease~~ in ~~forecasted~~future ~~sales at March 31~~periods, ~~2024, would have resulted in $14.0 million of additional pre-tax impairment charges; a decrease in~~ the ~~royalty~~Company ~~rate~~may ofneed 25to ~~basis~~record ~~points would result in an~~ additional ~~$18.0 million of~~ impairment charges~~; and a 100 basis point increase in the discount rate would have resulted in an additional $14~~.~~0 million of impairment charges.~~

For the ~~Muuto~~Knoll trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales ~~at March 31, 2024~~ would have resulted in $812.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $415.50 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $811.0 million of impairment charges.

~~During~~For ~~fiscal 2023,~~ the ~~Company~~Muuto ~~determined~~trade ~~through~~name, akeeping ~~qualitative~~all ~~assessment~~other ~~that~~assumptions ~~the~~constant, ~~Knoll~~a ~~trade~~10% ~~name~~decrease ~~carrying~~in ~~value~~forecasted ~~was~~sales ~~more~~would ~~than~~have ~~likely~~resulted ~~above~~in ~~its fair value~~$7.0 million Asof aadditional ~~result,~~pre-tax ~~the~~impairment ~~Company~~charges; ~~performed~~ a ~~quantitative~~decrease ~~assessment~~in tothe ~~determine~~royalty ~~the~~rate ~~fair~~of ~~value~~25 ~~and~~basis aspoints awould ~~result~~have ~~recognized~~resulted ain an additional $194.70 million ~~non-cash~~of impairment ~~charge~~charges; toand ~~the~~a ~~indefinite-lived~~100 ~~trade~~basis ~~name.~~point ~~The~~increase ~~carrying~~in ~~value of~~ the ~~Knoll~~discount ~~trade~~rate ~~name~~would ashave ofresulted ~~the~~in ~~measurement~~an ~~date~~additional ~~was~~ $~~173~~6.0 million. ~~The fair value~~ of ~~the~~impairment ~~Knoll trade name as of the measurement date was $153~~charges.~~3 million.~~

~~The~~Each ~~assumptions~~of ~~used~~the ~~reflect management’s best estimate; however, actual results could differ from our estimates. In completing our annual~~ indefinite-lived ~~trade~~intangible ~~name~~assets ~~impairment~~was ~~tests,~~reviewed ~~the~~for ~~fair~~impairment ~~value of the Knoll trade name was estimated~~ using a ~~discount~~qualitative ~~rate~~assessment ofas ~~12.0%, royalty rate~~ of ~~2.0%~~March ~~and~~31, ~~long-term growth rate of 2~~2025.~~5%.~~ The Company’s ~~estimates~~elected ofto ~~the~~test ~~fair~~each ~~value~~asset ofqualitatively, ~~its~~as ~~Knoll~~is ~~indefinite-lived~~permitted ~~intangible~~under ~~asset~~ASU ~~are~~2011-08, ~~sensitive~~Intangibles-Goodwill toand ~~changes~~Other in(Topic ~~the~~350). ~~key~~Through ~~assumptions~~the ~~above~~performance asof ~~well~~this asqualitative ~~projected~~assessment ~~financial~~we ~~performance.~~determined ~~Therefore,~~that athere ~~sensitivity~~were ~~analysis~~no ~~was~~indicators ~~performed~~of ~~on certain key assumptions~~impairment.

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

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

Property, Equipment and Depreciation

Property and equipment are stated at cost. The cost is depreciated over the estimated useful lives of the assets using the straight-line method. Estimated useful lives range from 3 to 10 years for machinery and equipment and do not exceed 40 years for buildings. Leasehold improvements are depreciated over the lesser of the lease term or the useful life of the asset. The Company capitalizes certain costs incurred in connection with the development, testing and installation of software for internal use and cloud computing arrangements. Software for internal use is included in property and equipment and is depreciated over an estimated useful life not exceeding 10 years. Depreciation and amortization expense is included in the Consolidated Statements of Comprehensive Income in the Cost of sales, Selling, general and administrative and Design and research line items.

The following table summarizes our property as of the dates indicated:

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Land and improvements	$	5556.03	$	55.10
Buildings and improvements	~~403~~407.02		~~393~~403.50
Machinery and equipment	1,~~069~~107.63		1,~~066~~069.6
Construction in progress	5568.10		55.51
Accumulated depreciation	(1,~~090~~142.7)		(1,~~034~~090.47)
Property and equipment, net	$	~~492~~496.01	$	~~536~~492.30

As of the end of fiscal ~~2024~~2025, outstanding commitments for future capital purchases approximated $5369.72 million.

Other Long-Lived Assets

The Company reviews the carrying value of long–lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset or asset group are compared to the carrying value of the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.

Amortizable intangible assets within Other amortizable intangibles, net in the Consolidated Balance Sheets consist primarily of patents, trademarks and customer relationships. The customer relationships intangible asset is comprised of relationships with customers, specifiers, networks, dealers and distributors. Refer to the following table for the combined gross carrying value and accumulated amortization for these amortizable intangibles.


	May 31, 2025
(In millions)	Patent and Trademarks		Customer Relationships		Designs and Patterns		Backlog		Other		Total
Gross carrying value	$	65.2	$	362.8	$	42.6	$	28.5	$	13.8	$	512.9
Accumulated amortization	52.1		157.8		15.9		28.5		11.1		265.4

Net	$	13.1	$	205.0	$	26.7	$	—	$	2.7	$	247.5

	June 1, 2024
	Patent and Trademarks		Customer Relationships		Designs and Patterns		Backlog		Other		Total
Gross carrying value	$	62.6	$	356.6	$	42.1	$	28.3	$	13.1	$	502.7
Accumulated amortization	46.9		125.4		12.5		28.3		10.3		223.4

Net	$	15.7	$	231.2	$	29.6	$	—	$	2.8	$	279.3

	June 1, 2024
(In millions)	Patent and Trademarks		Customer Relationships		Designs and Patterns		Backlog		Other		Total
Gross carrying value	$	62.6	$	356.6	$	42.1	$	28.3	$	13.1	$	502.7
Accumulated amortization	46.9		125.4		12.5		28.3		10.3		223.4
Net	$	15.7	$	231.2	$	29.6	$	—	$	2.8	$	279.3
	June 3, 2023
	Patent and Trademarks		Customer Relationships		Designs and Patterns		Backlog		Other		Total
Gross carrying value	$	60.1	$	355.1	$	42.0	$	28.4	$	12.7	$	498.3
Accumulated amortization	30.8		95.8		9.2		28.4		9.4		173.6
Impairment	11.6		—		—		—		—		11.6
Net	$	17.7	$	259.3	$	32.8	$	—	$	3.3	$	313.1

The Company amortizes these assets over their remaining useful lives using the straight-line method over periods ranging from 3 years to 20 years, or on an accelerated basis, to reflect the expected realization of the economic benefits. It is estimated that the weighted-average remaining useful life of the patents and trademarks is approximately 2.0 years and the weighted-average remaining useful life of the customer relationships is 7.6 years.

~~The~~Estimated ~~Company~~amortization ~~amortizes~~expense ~~these~~on ~~assets~~existing ~~over~~amortizable ~~their~~intangible ~~remaining~~assets ~~useful~~as ~~lives~~of ~~using the straight-line method over periods ranging from 3 years to 20 years~~May 31, ~~or on an accelerated basis~~2025, tofor ~~reflect~~each ~~the expected realization~~ of the ~~economic~~succeeding ~~benefits.~~five Itfiscal ~~is estimated that the weighted-average remaining useful life of the patents and trademarks is approximately 3.1~~ years, ~~and the weighted-average remaining useful life of the customer relationships~~ is ~~8.6~~as ~~years.~~follows:

Estimated amortization expense on existing amortizable intangible assets as of June 1, 2024, for each of the succeeding five fiscal years, is as follows:


(In millions)
2026	$	38.7
2027	$	35.4
2028	$	29.2
2029	$	24.9
2030	$	19.7

(In millions)
2025			37.2
2026			36.6
2027			33.5
2028			29.1
2029			24.6

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

In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million recognized for the right of use assets associated with these locations. InAdditionally, 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. InAs of June 1, 2024, the ~~fourth~~carrying ~~quarter~~amount of ~~fiscal~~these ~~2024,~~assets itheld for sale was ~~determined~~$3.5 million ~~that~~and classified as current assets within "Assets held for sale" in the ~~carrying~~Condensed ~~value~~Consolidated Balance Sheets. The sale of ~~these~~the ~~assets~~manufacturing ~~exceeded~~facility ~~their~~was ~~fair~~completed ~~value~~in ~~and~~the anthird ~~impairment~~quarter ~~charge~~of fiscal 2025, resulting in a gain of approximately $12.08 million ~~was~~included ~~recognized.~~within Operating expenses in the Consolidated Statements of Comprehensive Income.

In the third quarter of fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels of the Global Retail business. As a result of this decision, the Company recorded asset Impairment charges related to Other Long-Lived Assets of $21.5 million in the third quarter of fiscal 2023. Of this amount, $11.6 million of the impairment related to the Fully trade name.

InThe ~~fiscal~~table ~~2022,~~below ~~the~~provides ~~Company~~information ~~recorded~~related ato ~~non-cash~~the ~~impairment~~impairments ~~charge~~recognized ofin ~~$15.5 million~~fiscal ~~related~~2025 toand ~~the~~fiscal ~~discontinued~~2024. ~~use~~These ofcharges aare ~~long-lived~~included ~~asset~~in ~~that~~"Selling, ~~was~~general aand ~~direct~~administrative" ~~result~~within ofthe ~~integration~~Consolidated ~~activities~~Statements ~~associated~~of ~~with~~Comprehensive ~~the Knoll acquisition~~Income.

The table below provides information related to the impairments recognized in fiscal 2024 and fiscal 2023. These charges are included in "Impairment charges" and "Cost of sales" within the Consolidated Statements of Comprehensive Income.


(In millions)	May 31, 2025		June 1, 2024
Property and equipment	$	—	$	1.0
Right of use asset	17.4		5.5

Total	$	17.4	$	6.5

(In millions)	June 1, 2024		June 3, 2023
Property and equipment	$	1.0	$	3.8
Right of use asset	5.5		6.1
Trade name	—		11.6
Total	$	6.5	$	21.5

Self-Insurance

The Company is partially self-insured for general liability, workers' compensation and certain employee health and dental benefits under insurance arrangements that provide for third-party coverage of claims exceeding the Company's loss retention levels. The Company's health benefit and auto liability retention levels do not include an aggregate stop loss policy. The Company's retention levels designated within significant insurance arrangements as of ~~June~~May 131, ~~2024~~2025, are as follows:


(In millions)	Retention Level (per occurrence)
General liability	$	1.00
Auto liability	$	1.00
Workers' compensation	$	0.75
Health benefit	$	0.70

The Company accrues for its self-insurance arrangements, asrelated ~~well~~to asgeneral ~~reserves~~liability, ~~for~~workers' ~~health~~compensation, ~~prescription~~auto ~~drugs~~liability, and ~~dental~~health benefit exposures based on actuarial estimates, which are recorded in Other liabilities in the Consolidated Balance Sheets. The value of the liability as of ~~June~~May 131, ~~2024~~2025, and June 31, ~~2023~~2024, was $1213.01 million and $1312.20 million, respectively. The actuarial valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical costs, payment lag times and changes in actual experience could cause these estimates to change.

Research, Development and Other Related Costs

Research, development, pre-production and start-up costs are expensed as incurred. Research and development ("R&D") costs consist of expenditures incurred during the course of planned research and investigation aimed at discovery of new knowledge useful in developing new products or processes. R&D costs also include the enhancement of existing products or production processes and the implementation of such through design, testing of product alternatives or construction of prototypes. R&D costs included in Design and research expense in the accompanying Consolidated Statements of Comprehensive Income were $6260.07 million, $6762.60 million and $7167.16 million, in fiscal ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Royalty payments made to designers of the Company's products as the products are sold are variable costs based on product sales. These expenses totaled $3033.61 million, $3830.16 million and $3738.61 million in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 respectively. They are included in Design and research expense in the accompanying Consolidated Statements of Comprehensive Income.

Customer Payments and Incentives

We offer various sales incentive programs to our customers, such as rebates and discounts. Programs such as rebates and discounts are adjustments to the selling price and are therefore characterized as a reduction to net sales.

Revenue Recognition

The Company recognizes revenue when performance obligations, based on the terms of customer contracts, are satisfied. This happens when control of goods and services based on the contract have been conveyed to the customer. Revenue for the sale of products is recognized at the point in time when control transfers, generally upon transfer of title and risk of loss to the customer. Revenue for services is recognized over time as the services are provided. The method of revenue recognition may vary, depending on the type of contract with the customer, as noted in the section "Disaggregated Revenue" in Note 2 of the Consolidated Financial Statements.

The Company's contracts with customers include master agreements and certain other forms of contracts, which do not reach the level of a performance obligation until a purchase order is received from a customer. At the point in time that a purchase order under a contract is received by the Company, the collective group of documents represent an enforceable contract between the Company and the customer. While certain customer contracts may have a duration of greater than a year, all purchase orders are less than a year in duration. As of ~~June~~May 131, ~~2024~~2025, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months.

59Variable consideration exists within certain contracts that the Company has with customers. When variable consideration is present in a contract with a customer, the Company estimates the amount that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. These estimates are primarily related to rebate programs which involve estimating future sales amounts and rebate percentages to use in the determination of transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not

Variable consideration exists within certain contracts that the Company has with customers. When variable consideration is present in a contract with a customer, the Company estimates the amount that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. These estimates are primarily related to rebate programs which involve estimating future sales amounts and rebate percentages to use in the determination of transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Adjustments to net sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements. Also, the Company has no contracts with significant financing components. 57

occur. Adjustments to net sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements. Also, the Company has no contracts with significant financing components.

The Company accounts for shipping and handling activities as fulfillment activities and these costs are accrued within Cost of sales at the same time revenue is recognized. The Company does not record revenue for sales tax, value added tax or other taxes that are collected on behalf of government entities. The Company’s revenue is recorded net of these taxes as they are passed through to the relevant government entities. The Company has recognized incremental costs to obtain a contract as an expense when incurred as the amortization period is less than one year. The Company has not adjusted the amount of consideration to be received for any significant financing components as the Company’s contracts have a duration of one year or less.

Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases, (“ASC 842”). For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. AsUpon ~~the~~implementation, ~~rate implicit in~~ the Company's ~~leases~~elected isto not ~~easily~~separate ~~determinable,~~lease ~~the~~and ~~Company’s~~non-lease ~~applicable~~components, ~~incremental~~for ~~borrowing~~all ~~rate is used in calculating the present value of the sum of the lease payments~~leases.

As none of the Company’s leases provide an implicit discount rate, the Company uses an estimated incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, location of the lease, and the Company’s credit risk relative to risk-free market rates.

Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Leases, and any leasehold improvements, are depreciated over the expected lease term. Additionally, certain leases include renewal or termination options, which can be exercised at the Company’s discretion. Lease terms include the non-cancelable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.

Variable lease costs associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease costs are presented as Operating expenses in the Company’s Consolidated Statements of Comprehensive Income in the same line item as the expense arising from fixed lease payments for operating leases.

The Company determines if an arrangement is a lease at contract inception. Arrangements that are leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. If leased assets have leasehold improvements, the depreciable life of those leasehold improvements are limited by the expected lease term.

ROU assets for operating leases are subject to the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.

Cost of Sales

The Company includes material, labor and overhead in cost of sales. Included within these categories are items such as freight charges, warehousing costs, internal transfer costs and other costs of its distribution network.

Selling, General and Administrative

The Company includes costs not directly related to the manufacturing of its products in the Selling, general and administrative line item within the Consolidated Statements of Comprehensive Income. Included in these expenses are items such as compensation expense, rental expense, warranty expense and travel and entertainment expense.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and ~~liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.~~

liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The Company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the Company operates. Complex tax laws can be subject to different interpretations by the Company and the respective government authorities. Judgment is required in evaluating tax positions and determining our tax expense. Tax positions are reviewed quarterly and tax assets and liabilities are adjusted as new information becomes available.

In evaluating the Company's ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all positive and negative evidence. These assumptions require judgment about forecasts of future taxable income.

The Organisation for Economic Cooperation and Development ("OECD") has issued new regulations in connection with a global minimum tax regime ("Pillar Two") which is part of the OECD’s broader plan to mitigate tax base erosion and profit shifting by large multinational enterprises ("MNE"). The Pillar Two regulations are effective for income tax years commencing after January 1, 2024 and will apply to MNEs with revenues of at least EUR 750 million. Under the provisions, qualifying MNE groups would pay a 15 percent minimum tax in each of the jurisdictions in which they operate. The Pillar Two guidance includes transitional Country-by-Country Reporting safe harbor rules which intends to mitigate the complexity and compliance for MNEs to avoid both completing a full global anti-base erosion model and paying a top-up tax for jurisdictions where they are eligible for one of three safe harbor tests: (1) de minimis; (2) simplified effective tax rate; and (3) routine profits. Based on the safe harbor calculations using both the simplified effective tax rate and de minimis rules, management does not currently expect Pillar Two regulations to have a material impact on the Company’s financial results in fiscal year ~~2025~~2026 and beyond.

Stock-Based Compensation

The Company has several stock-based compensation plans, which are described in Note 109 of the Consolidated Financial Statements. Our policy is to expense stock-based compensation using the fair-value based method of accounting for all awards granted.

Earnings per Share

Basic earnings per share (EPS) excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options or the vesting of restricted shares and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-average number of shares outstanding, plus all dilutive shares that could potentially be issued. When in a loss position, basic and diluted EPS use the same weighted-average number of shares outstanding. Refer to Note 98 of the Consolidated Financial Statements for further information regarding the computation of EPS.

Comprehensive Income

Comprehensive income consists of net earnings, foreign currency translation adjustments, unrealized holding gains on securities, unrealized gains on interest rate swap agreement and pension and post-retirement liability adjustments. Refer to Note 1514 of the Consolidated Financial Statements for further information regarding comprehensive income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value

The Company classifies and discloses its fair value measurements in one of the following three categories:

•Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.

•Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.

•Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.

~~See Note 12 of the Consolidated Financial Statements for the required fair value disclosures.~~ 59

See Note 11 of the Consolidated Financial Statements for the required fair value disclosures.

Derivatives and Hedging

The Company calculates the fair value of financial instruments using quoted market prices whenever available. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and interest rate risk. The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported within Other expense (income) ~~expense~~, net in the Consolidated Statements of Comprehensive Income, or Accumulated other comprehensive loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.

Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income. Derivatives not designated as hedging instruments are marked-to-market at the end of each period with the results included in Consolidated Statements of Comprehensive Income.

See Note 1211 of the Consolidated Financial Statements for further information regarding derivatives.

Recently Adopted Accounting Standards

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. The Company adopted ASU 2023-07 for the fiscal year ended May 31, 2025. We adopted this guidance on a retrospective basis, which modified our annual disclosures in fiscal 2025 but did not have a material effect on the Company's financial position, results of operations, or cash flows. Refer to Note 13 Operating Segments in the accompanying notes to the consolidated statements for further detail.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Tax ~~Segment~~ Disclosures. In ~~November~~December 2023, the FASB issued this ASU towhich ~~update~~expands ~~reportable~~disclosures ~~segment~~in ~~disclosure~~an ~~requirements,~~entity’s ~~primarily~~income ~~through~~tax ~~enhanced~~rate ~~disclosures~~reconciliation ~~about~~table ~~significant~~and ~~segment~~regarding ~~expenses~~cash ~~and~~taxes ~~information~~paid ~~used~~both toin ~~assess~~the ~~segment~~U.S. ~~performance~~and foreign jurisdictions. ~~This~~The ~~ASU~~update iswill be effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023,~~2024. ~~and~~The ~~interim~~Company ~~periods~~expects ~~within~~the ~~fiscal~~adoption ~~years~~of ~~beginning~~this ~~after~~guidance ~~December~~will ~~15,~~modify ~~2024~~our disclosures, ~~with~~but ~~early~~we ~~adoption~~do ~~permitted.~~not ~~The~~expect ~~Company~~it isto ~~currently~~have ~~evaluating~~a ~~the~~material ~~impact~~effect ofon ~~adopting~~our ~~this~~financial ~~ASU~~position, onresults ~~its~~of ~~consolidated~~operations, ~~financial~~or ~~statements~~cash ~~and disclosures~~flows.

ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof ~~Tax~~Income ~~Disclosures~~Statement Expenses. In ~~December~~November ~~2023~~2024, the FASB issued this ASU which ~~expands~~requires ~~disclosures~~disclosure inon an ~~entity’s~~annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income ~~tax~~statement ~~rate~~expense ~~reconciliation~~line ~~table~~items. ~~and~~In ~~regarding~~January ~~cash~~2025, ~~taxes~~the ~~paid~~FASB ~~both~~additionally inissued ASU 2025-01, which clarified the ~~U.S.~~effective ~~and~~date ~~foreign~~of ~~jurisdictions~~ASU 2024-03 for entities that do not have a calendar year-end. The update will be effective ~~for~~in annual reporting periods beginning after December 15, ~~2024~~2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company isexpects ~~currently evaluating~~ the ~~impact~~adoption of ~~adopting~~ this ~~ASU~~guidance onwill ~~its~~modify ~~consolidated~~our disclosures, but we do not expect it to have a material effect on our financial ~~statements~~position, ~~and~~results ~~disclosures~~of operations, or cash flows.

We have assessed all 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.

2. Revenue from Contracts with Customers

Disaggregated Revenue

The Company’s revenue is comprised primarily of sales of products and installation services. Depending on the type of contract, the method of accounting and timing of revenue recognition may differ. Below, descriptions have been provided that summarize the Company’s different types of contracts and how revenue is recognized for each.

•Single Performance Obligations - these contracts are transacted with customers and include only the product performance obligation. Most commonly, these contracts represent master agreements with independent third party dealers in which a purchase order represents the customer contract, point of sale transactions through the Global Retail segment, as well as customer purchase orders within the ~~Americas~~North America Contract and International Contract ~~& Specialty~~ segments. For contracts that ~~include a single performance obligation, the Company records revenue at the point in time when control has transferred to the customer.~~

6260

include a single performance obligation, the Company records revenue at the point in time when control has transferred to the customer.

•Multiple Performance Obligations - these contracts are transacted with customers and include more than one performance obligation; products, which are shipped to the customer by the Company, and installation and other services, which are primarily fulfilled by independent third-party dealers. For contracts that include multiple performance obligations, the Company records revenue for the product performance obligation at the point in time when control transfers, generally upon transfer of title and risk of loss to the customer. In most cases, the Company has concluded that it is the agent for the installation services performance obligation and as such, the revenue and costs of these services are recorded net within Net sales in the Company’s Consolidated Statements of Comprehensive Income.

In certain instances, entities owned by the Company, rather than independent third-party dealers, perform installation and other services. In these cases, Service revenue is generated by the Company’s entities that provide installation services, and is recognized by the Company over time as the services are provided. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices.

•Other - these contracts are comprised mainly of alliance fee arrangements, whereby the Company earns revenue for allowing other furniture sellers access to its dealer distribution channel, as well as other miscellaneous selling arrangements. Revenue from alliance contracts are recorded at the point in time in which the sale is made by other furniture sellers through the Company’s sales channel.

Revenue disaggregated by contract type has been provided in the table below:

	Year Ended
(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Net sales:
Single performance obligation
Product revenue	$	3,~~362~~377.63	$	3,~~816~~362.56
Multiple performance obligations
Product revenue	~~251~~277.9		~~254~~251.19
Service revenue	34.63		3.46
Other	10.34		1310.13
Total	$	3,~~628~~669.49	$	43,~~087~~628.14

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.

6361

Revenue disaggregated by product type and segment has been provided in the table below:

	Year Ended
(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Americas Contract:
North America Contract:
Workplace	$	1,~~174~~181.67	$	1,~~305~~151.89
Performance Seating	~~399~~378.94		~~427~~362.0
Lifestyle	~~229~~218.35		~~268~~218.73
Other(1)	20186.46		24190.61
Total Americas Contract	$	1,824.2	$	2,026.1
Total North America Contract	$	1,965.2	$	1,922.3
International Contract & Specialty:
International Contract:
Workplace	$	~~147~~171.96	$	170.16
Performance Seating	~~243~~295.82		~~251~~281.87
Lifestyle	~~345~~164.18		~~379~~168.20
Other(1)	~~195~~28.04		~~216~~25.23
Total International Contract & Specialty	$	931.8	$	1,017.3
Total International Contract	$	660.0	$	645.6
Global Retail:
Workplace	$	139.75	$	8313.87
Performance Seating	~~191~~203.3		~~210~~191.73
Lifestyle	~~666~~830.04		~~747~~854.61
Other(1)	1.45		1.64
Total Global Retail	$	~~872~~1,044.47	$	1,~~043~~060.75
Total	$	3,~~628~~669.49	$	43,~~087~~628.14
(1) "Other" primarily consists of uncategorized product sales and service sales.

InRefer ~~the~~to ~~current~~Note ~~year,~~13 ~~certain products were reclassified within the Performance Seating, Lifestyle, and Other categories based on management's internal reporting~~ of the ~~performance~~Consolidated ofFinancial ~~these~~Statements ~~product~~for ~~lines.~~further ~~The~~information ~~prior~~related ~~year has been restated~~ to ~~reflect~~our ~~these changes~~segments.

~~Refer~~Sales toby ~~Note~~geographic 14area are based on the location of the ~~Consolidated~~customer. ~~Financial~~The ~~Statements~~following is a summary of geographic information for ~~further~~the years indicated. Individual foreign country information ~~related~~is tonot ~~our~~provided ~~segments~~as none of the individual foreign countries in which the Company operates are considered material for separate disclosure based on quantitative and qualitative considerations.

Sales by geographic area are based on the location of the customer. Long-lived assets consist of long-term assets of the Company, excluding financial instruments, deferred tax assets and long-term intangibles. The following is a summary of geographic information for the years indicated. Individual foreign country information is not provided as none of the individual foreign countries in which the Company operates are considered material for separate disclosure based on quantitative and qualitative considerations.


	Year Ended
(In millions)	May 31, 2025		June 1, 2024		June 3, 2023
Net sales:
United States	$	2,608.4	$	2,570.0	$	2,918.0
International	1,061.5		1,058.4		1,169.1
Total	$	3,669.9	$	3,628.4	$	4,087.1

	Year Ended
(In millions)	June 1, 2024		June 3, 2023		May 28, 2022
Net sales:
United States	$	2,570.0	$	2,918.0	$	2,818.4
International	1,058.4		1,169.1		1,127.6
Total	$	3,628.4	$	4,087.1	$	3,946.0
Long-lived assets:
United States	$	480.9	$	518.7	$	531.2
International	121.0		135.6		144.9
Total	$	601.9	$	654.3	$	676.1

64The Company approximates that no single dealer accounted for more than 3% of the Company's net sales in the fiscal year ended May 31, 2025. The Company estimates that the largest single end-user customer accounted for $197.4 million, $180.3 million and $174.9 million of the Company's net sales in fiscal 2025, 2024 and 2023, respectively. This represents approximately 5% of the Company's net sales in fiscal 2025, 5% in 2024, and 4% in 2023. The Company's ten largest customers in the aggregate accounted for approximately 18% of net sales in fiscal 2025, 16% of net sales in fiscal 2024, and 14% of net sales in fiscal 2023.

The Company approximates that no single dealer accounted for more than 3% of the Company's net sales in the fiscal year ended June 1, 2024. The Company estimates that the largest single end-user customer accounted for $180.3 million, $174.9 million and $114.4 million of the Company's net sales in fiscal 2024, 2023 and 2022, respectively. This represents approximately 5% of the Company's net sales in fiscal 2024, 4% in 2023, and 3% in 2022. The Company's ten largest customers in the aggregate accounted for approximately 16% of net sales in fiscal 2024, 14% of net sales in fiscal 2023, and 11% of net sales in fiscal 2022.

Contract Assets and Contract Liabilities

The Company records contract assets and contract liabilities related to its revenue generating activities. Contract assets include certain receivables from customers that are unconditional as all performance obligations with respect to the contract with the customer have been completed. These amounts represent trade receivables and they are recorded within Accounts receivable, net in the Consolidated Balance Sheets.

Contract assets also include amounts that are conditional because certain performance obligations in contracts with customers are incomplete as of the balance sheet date. These contract assets generally arise due to contracts with customers that include multiple performance obligations, e.g., both the product that is shipped to the customer by the Company, as well as installation services provided by independent third-party dealers. For these contracts, the Company recognizes revenue upon satisfaction of the product performance obligation. These contract assets are included in Unbilled accounts receivable in the Consolidated Balance Sheets until all performance obligations in the contract with the customer have been satisfied.

Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are included within Customer deposits in the Consolidated Balance Sheets. During the twelve months ended May 31, 2025, the Company recognized net sales of $87.9 million related to customer deposits that were included in the balance sheet as of June 1, 2024. During the twelve months ended June 1, 2024, the Company recognized net sales of $82.2 million related to customer deposits that were included in the balance sheet as of June 3, 2023.

3. ~~Acquisitions~~Inventories ~~and Divestitures~~

Knoll, Inc.


(In millions)	May 31, 2025		June 1, 2024
Finished goods and work in process	$	329.5	$	314.3
Raw materials	118.0		114.3
Total	$	447.5	$	428.6

On July 19, 2021, the Company completed its 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 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.

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 6. Short-Term Borrowings and Long-Term Debt.

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.

Contract Furniture Dealership Divestiture

On January 31, 2022, the Company completed the sale of a wholly-owned contract furniture dealership in Toronto, Canada for cash consideration of $2.8 million. A pre-tax gain of $2.0 million was recognized as a result of the sale within Selling, general and administrative within the Consolidated Statements of Comprehensive Income.

4. Inventories

(In millions)	June 1, 2024		June 3, 2023
Finished goods and work in process	$	314.3	$	357.2
Raw materials	114.3		130.2
Total	$	428.6	$	487.4

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

654. Investments in Nonconsolidated Affiliates

5The Company has an investment in an entity that is accounted for using the equity method (“nonconsolidated affiliate”). ~~Investments~~The investment is included in ~~Nonconsolidated~~Other ~~Affiliates~~noncurrent assets in the Consolidated Balance Sheets and the equity earnings are included in Equity earnings (loss) from nonconsolidated affiliate, net of tax in the Consolidated Statements of Comprehensive Income. Refer to the tables below for the investment balance that is included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.

The Company has an investment in an entity that is accounted for using the equity method (“nonconsolidated affiliate”). The investment is included in Other noncurrent assets in the Consolidated Balance Sheets and the equity earnings are included in Equity (loss) earnings from nonconsolidated affiliate, net of tax in the Consolidated Statements of Comprehensive Income. Refer to the tables below for the investment balance that is included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.


(In millions)	May 31, 2025		June 1, 2024
Investments in nonconsolidated affiliate	$	2.5	$	2.2

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024		June 3, 2023
Investments in nonconsolidated affiliate	$	2.2	$	8.5
Equity earnings (loss) from nonconsolidated affiliate, net of tax	$	0.3	$	(0.4)	$	(0.8)

(In millions)			June 1, 2024						June 3, 2023						May 28, 2022
Equity (loss) earnings from nonconsolidated affiliate, net of tax			$	(0.4)					$	(0.8)					$	—

The Company had an ownership interest in one nonconsolidated affiliate at May 31, 2025. Refer to the Company's ownership percentages shown below:

The Company had an ownership interest in one nonconsolidated affiliate at June 1, 2024. Refer to the Company's ownership percentages shown below:


Ownership Interest	May 31, 2025	June 1, 2024

Kvadrat Maharam Pty Limited	50.0%	50.0%

Ownership Interest			June 1, 2024						June 3, 2023
Kvadrat Maharam Pty Limited			50.0%						50.0%

Kvadrat Maharam

The Kvadrat Maharam Pty Limited nonconsolidated affiliate is a distribution entity engaged in selling decorative upholstery, drapery and wall covering products.

Maars

On August 31, 2018, the Company acquired 48.2% of the outstanding equity of Global Holdings Netherlands B.V., which owns 100% of Maars Holding B.V. ("Maars”), a Harderwijk, Netherlands-based worldwide leader in the design and manufacturing of interior wall solutions. The Company acquired its 48.2% ownership interest in Maars for approximately $6.1 million in cash. The entity iswas accounted for using the equity method of accounting as the Company ~~has~~had significant influence, but not control, over the entity.

AsOn ofOctober ~~the August 31~~30, ~~2018 acquisition date~~2023, the Company's ~~investment~~sold ~~value~~its 48.2% investment in ~~Maars~~Global ~~was $3~~Holdings Netherlands B.~~1 million more~~V. ~~than~~for ~~the~~total ~~Company's~~purchase ~~proportionate~~consideration ~~share~~of $5.9 million. As part of ~~the~~this ~~underlying~~transaction, ~~net~~we ~~assets.~~received ~~This~~cash ~~amount~~proceeds ~~represented~~of ~~the~~$3.5 million ~~difference~~at ~~between~~closing, ~~the~~a ~~price~~$1.4 million ~~that~~receivable ~~the~~under ~~Company~~a ~~paid~~vendor toloan, ~~acquire~~and 48$0.2%9 million of ~~the~~cash ~~outstanding~~held ~~equity~~in ~~and~~an ~~the~~escrow ~~carrying~~account ~~value~~to ofsecure the ~~net~~representations ~~assets~~and ofwarranties ~~Maars~~made to the purchaser. OfAs ~~this~~a ~~difference~~result of the sale, a loss of $20.74 million was ~~amortized~~recorded ~~over~~in ~~the~~Equity ~~remaining~~(loss) ~~useful~~earnings ~~lives~~from nonconsolidated affiliates, net of ~~the~~tax ~~assets,~~during ~~while $0.4~~the ~~million was~~twelve ~~considered~~months aended ~~permanent~~June ~~difference~~1, 2024.

In the fourth quarter of fiscal 2023, the Company determined the fair value was less than the carrying value and concluded the impairment was other-than-temporary and recorded an impairment charge of approximately $1.0 million within Other income and expense in the Consolidated Statements of Comprehensive Income.

On October 30, 2023, the Company sold its 48.2% investment in Global Holdings Netherlands B.V. for total purchase consideration of $5.9 million. As part of this transaction, we received cash proceeds of $3.5 million at closing, a $1.4 million receivable under a vendor loan, and $0.9 million of cash held in an escrow account to secure the representations and warranties made to the purchaser. As a result of the sale, a loss of $0.4 million was recorded in Equity (loss) income from nonconsolidated affiliates, net of tax during the twelve months ended June 1, 2024.

Transactions with Nonconsolidated Affiliates

Sales to and purchases from nonconsolidated affiliates were as follows for the periods presented below:

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024		~~May~~June 283, ~~2022~~2023
Sales to nonconsolidated affiliates	$	2.1	$	2.81	$	02.78
Purchases from nonconsolidated affiliates	$	—0.3	$	—	$	~~0.6~~—

Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below:

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Receivables from nonconsolidated affiliates	$	0.3	$	0.53
Payables to nonconsolidated affiliates	$	—	$	—

65. Short-Term Borrowings and Long-Term Debt

Long-term debt consisted of the following obligations:

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Syndicated revolving line of credit, due July 2026	$	390.0	$	426.7
Syndicated revolving line of credit, due April 2030	$	330.8	$	390.0
Term Loan A, 7.1937%, due July 2026	345.0		370.0
Term Loan A, 6.0768%, due April 2030	400.0		345.0
Term Loan B, 7.4437% due July 2028	609.4		615.6
Term Loan B, 6.4413%, due July 2028	603.1		609.4
Supplier financing program	2.0		2.10
Finance lease liability	1.41		—1.4
Total debt	$	1,~~347~~337.80	$	1,~~414~~347.48
Less: Unamortized discount and issuance costs	(1210.64)		(1512.96)
Less: Current debt	(4316.50)		(3343.45)
Long-term debt	$	1,~~291~~310.76	$	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 (the "Revolver") and two term loans. The ~~revolving~~Revolver ~~line of credit~~ provides the Company with up to $725.0 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $500.0 million syndicated revolving line of credit. The term loans consist of a five-year senior secured ~~term~~"Term ~~loan~~Loan "A" facility with an aggregate principal amount of $400.0 million and a seven-year senior secured ~~loan~~ "Term Loan B" facility with an aggregate principal amount of $625.0 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll, and to pay fees, costs, and expenses related thereto. In January 2023, the 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~~In ~~2022~~January 2023, the Company ~~repaid~~entered ~~$64 million~~into ofan ~~private~~Amendment ~~placement~~to ~~notes~~the ~~due~~credit ~~May~~agreement ~~20,~~which ~~2030,~~transitioned ~~and~~the ~~recognized~~benchmark arate ~~loss~~from ofLIBOR ~~approximately~~to ~~$13.4 million~~the onSecured ~~extinguishment~~Overnight ofFinancing ~~the~~Rate ~~debt,~~("SOFR") ~~which~~for ~~represented~~U.S. ~~the~~dollar ~~premium~~borrowings. onSOFR ~~early~~is ~~redemption.~~the ~~The~~recommended ~~Company~~risk-free ~~made~~reference ~~principal~~rate ~~payments~~of onthe ~~term~~Federal ~~loans~~Reserve ~~"A"~~Board and ~~"B"~~Alternative ~~during~~Reference Rates Committee, as defined within the ~~year~~credit ~~ended~~agreement. ~~June 1,~~The ~~2024~~indebtedness inincurred under the ~~amount~~revolving line of ~~$25.0~~credit ~~million~~ and ~~$6.3~~term ~~million,~~loans ~~respectively~~is ~~and~~secured ~~during~~by substantially all of the ~~year~~Company’s ~~ended~~tangible ~~June 3~~and intangible assets, ~~2023~~including, inwithout limitation, the ~~amount~~Company’s ofintellectual ~~$20~~property.~~0 million~~ ~~and~~The ~~$6.3 million,~~Company’s ~~respectively.~~

Prior to July 2021, the Company's syndicated revolving line of credit provided the Company with up to $500 million in revolving variable interest borrowing capacity and included an "accordion feature" allowing the Company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $250 million. Outstanding borrowings would bear interest at rates based on the prime rate, federal funds rate, LIBOR or negotiated rates as outlined in the agreement. Interest was payable periodically throughout the period if borrowings were outstanding. The Company paid off the outstanding balance due on the syndicated revolving line of credit during the first quarter of 2022. 64

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.

In April 2025, the Company entered into an amendment to the Credit Agreement. Amended terms for the Revolver and Term Loan A include extending the maturity to April 2030, a new amortization schedule of required quarterly principal payments for Term Loan A, and a higher maximum first lien secured net leverage ratio with no step downs. The Company also increased liquidity by raising the amount borrowed on Term Loan A to $400.0 million and applying excess cash to reduce the outstanding Revolver balance. The Revolver continues to be a $725.0 million facility. In connection with the execution of the amendment, the accounting treatment of Term Loan A and the Revolver was assessed on a lender-by-lender basis in accordance with ASC 470-50. Based on the specific facts and circumstances applicable to each lender in the syndicate, the amendment was accounted for as a modification, extinguishment, or new loan, as appropriate.

The Company made principal payments on Term Loans A and B during the year ended May 31, 2025, in the amount of $35.0 million and $6.3 million, respectively, and during the year ended June 1, 2024, in the amount of $25.0 million and $6.3 million, respectively.

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

(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Syndicated revolving line of credit borrowing capacity	$	725.0	$	725.0
Less: Borrowings under the syndicated revolving line of credit	~~390~~330.08		~~426~~390.70
Less: Outstanding letters of credit	12.70		1412.17
Available borrowings under the syndicated revolving line of credit	$	~~322~~382.32	$	~~284~~322.23

67The senior secured revolving credit facility restricts, without prior consent, the Company's borrowings, capital leases, investments, liens, mergers, consolidations, restricted payments, and the sale of certain assets. In addition, for the Revolver and Term Loan A, the Company agreed to a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt (less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.00:1 for each trailing four quarter period except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50-1.00 for the four subsequent trailing four quarter periods immediately following a permitted acquisition. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items. At May 31, 2025 the Company was in compliance with these restrictions and performance ratios.

~~The~~Annual ~~senior~~maturities ~~secured revolving credit facility restricts, without prior consent, the Company's borrowings, capital leases, investments, liens, mergers, consolidations, restricted payments, and the sale~~ of certain assets. In addition, for the Revolving line of credit and Term Loan A, the Company has agreed to maintain a financial performance ratio, a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt ~~(less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.25:1~~ for the ~~trailing~~five ~~four quarter periods ending November 21, 2021, and the three immediately succeeding~~ fiscal ~~quarters,~~years then 4.00:1 for the next four fiscal quarters, and 3.75:1 at the end of each fiscal quarter thereafter, except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50 for the four subsequent ~~trailing~~to four quarter periods. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items. At JuneMay 131, ~~2024~~2025 ~~the~~are ~~Company~~as ~~was~~shown in ~~compliance~~the ~~with~~table ~~these restrictions and performance ratios~~below.

On May 20, 2020, the Company entered into a third amendment to its existing Private Shelf Agreement, dated December 14, 2010, as amended (together with the third amendment, the "Agreement"), between the Company and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and certain of its affiliates (collectively, “Prudential”). The Agreement provided for a $150.0 million revolving facility, which included $50.0 million of unsecured senior notes that were repaid on March 1, 2021 (the "Existing Notes") and an additional $50.0 million aggregate principal amount of unsecured senior notes issued on May 20, 2020 (the "2020 Notes"). The Notes and facility were paid off with the new revolver and term loans entered in connection with the acquisition of Knoll in July 2021.


(In millions)
2026	$	16.0
2027	24.1
2028	26.6
2029	612.0
2030	658.3
Thereafter	—
Total	$	1,337.0

Annual maturities of debt for the five fiscal years subsequent to June 1, 2024 are as shown in the table below.

(In millions)
2025	$	43.6
2026	46.8
2027	666.4
2028	6.4
2029	584.6
Thereafter	—
Total	$	1,347.8

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 from 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 Consolidated Balance Sheets as the amounts have been accounted for by the Company as a current debt, within "Short-term borrowings and current portion of long-term debt". AsThe ~~of June 1, 2024, the~~ liability related to the supplier financing program was $2.0 million as of May 31, 2025 and June 1, 2024.

~~7. Leases~~ 65

6. Leases

The Company has leases for retail stores, showrooms, manufacturing facilities, warehouses and vehicles, which expire at various dates through 2042. Certain lease agreements include contingent rental payments based on per unit usage over a contractual amount and others include rental payments adjusted periodically for inflationary indexes.

The Company's lease costs recognized in the Consolidated ~~Statement~~Statements of Comprehensive Income consist of the following:

	Year Ended		Year Ended
(In millions)	~~June~~May 131, ~~2024~~2025		June 31, ~~2023~~2024
Operating lease costs	$	9490.17	$	9994.31
Short-term lease costs	7

Filing Compare · MILLERKNOLL, INC.