MILLERKNOLL, INC. 10-Q

Item 1: Financial Statements MillerKnoll, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (Dollars in millions, except share data) Three Months Ended (Unaudited) September 2, 2023 September 3, 2022 Net sales $ 917.7 $ 1,078.8 Cost of sales 559.6 706.7 Gross margin 358.1 372.1 Operating expenses: Selling, general and administrative 290.5 296.9 Restructuring expense 5.2 0.5 Design and research 22.1 23.9 Total operating expenses 317.8 321.3 Operating earnings 40.3 50.8 Interest expense 19.2 16.7 Interest and other investment income 2.2 0.4 Other expense, net 2.2 0.8 Earnings before income taxes and equity income 21.1 33.7 Income tax expense 5.1 6.3 Equity income from nonconsolidated affiliates, net of tax 0.1 — Net earnings 16.1 27.4 Net (loss) earnings attributable to redeemable noncontrolling interests ( 0.6 ) 1.6 Net earnings attributable to MillerKnoll, Inc. $ 16.7 $ 25.8 Earnings per share - basic $ 0.22 $ 0.34 Earnings per share - diluted $ 0.22 $ 0.34 Other comprehensive income (loss), net of tax Foreign currency translation adjustments $ 3.9 $ ( 72.5 ) Pension and post-retirement liability adjustments ( 0.1 ) 0.4 Unrealized gain on interest rate swap agreement 7.8 14.3 Other comprehensive income (loss), net of tax $ 11.6 $ ( 57.8 ) Comprehensive income (loss) 27.7 ( 30.4 ) Comprehensive (loss) income attributable to redeemable noncontrolling interests ( 0.6 ) 1.7 Comprehensive income (loss) attributable to MillerKnoll, Inc. $ 28.3 $ ( 32.1 ) See accompanying notes to Condensed Consolidated Financial Statements. 3 MillerKnoll, Inc. Condensed Consolidated Balance Sheets (Dollars in millions, except share data) (Unaudited) September 2, 2023 June 3, 2023 ASSETS Current Assets: Cash and cash equivalents $ 217.5 $ 223.5 Accounts receivable, net of allowance of $ 7.4 and $ 6.4 298.0 334.1 Unbilled accounts receivable 25.1 29.4 Inventories, net 473.2 487.4 Prepaid expenses 76.3 92.7 Other current assets 7.6 9.1 Total current assets 1,097.7 1,176.2 Property and equipment, at cost 1,585.4 1,570.7 Less — accumulated depreciation ( 1,055.5 ) ( 1,034.4 ) Net property and equipment 529.9 536.3 Right of use assets 399.2 415.9 Goodwill 1,223.6 1,221.7 Indefinite-lived intangibles 481.4 480.7 Other amortizable intangibles, net of accumulated amortization of $ 195.0 and $ 185.2 304.9 313.1 Other noncurrent assets 146.5 130.9 Total Assets $ 4,183.2 $ 4,274.8 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 252.0 $ 269.5 Short-term borrowings and current portion of long-term debt 36.3 33.4 Accrued compensation and benefits 88.1 61.7 Short-term lease liability 75.5 77.1 Accrued warranty 20.7 20.8 Customer deposits 97.5 93.8 Other accrued liabilities 134.4 146.5 Total current liabilities 704.5 702.8 Long-term debt 1,298.8 1,365.1 Pension and post-retirement benefits 7.7 7.5 Lease liabilities 377.0 393.7 Other liabilities 265.3 265.5 Total Liabilities 2,653.3 2,734.6 Redeemable noncontrolling interests 107.6 107.6 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, 74,405,225 and 75,698,670 shares issued and outstanding in fiscal 2024 and 2023, respectively) 14.9 15.1 Additional paid-in capital 812.2 836.5 Retained earnings 678.7 676.1 Accumulated other comprehensive loss ( 83.5 ) ( 95.1 ) Total Stockholders' Equity 1,422.3 1,432.6 Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity $ 4,183.2 $ 4,274.8 See accompanying notes to Condensed Consolidated Financial Statements. 4 MillerKnoll, Inc. Condensed Consolidated Statements of Cash Flows (Dollars in millions) Three Months Ended (Unaudited) September 2, 2023 September 3, 2022 Cash Flows from Operating Activities: Net earnings $ 16.1 $ 27.4 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 37.2 39.6 Stock-based compensation 6.4 5.4 Amortization of deferred financing costs 1.2 1.2 Deferred taxes — 0.1 Restructuring expense 5.2 0.5 Decrease (increase) in current assets 73.3 ( 47.2 ) (Decrease) in current liabilities ( 4.8 ) ( 91.2 ) Other, net ( 3.7 ) ( 0.6 ) Net Cash Provided by (Used in) Operating Activities 130.9 ( 64.8 ) Cash Flows from Investing Activities: Notes receivables issued ( 6.5 ) ( 4.5 ) Capital expenditures ( 19.9 ) ( 17.3 ) Proceeds from loan on cash surrender value of life insurance — 13.5 Other, net 0.1 ( 1.9 ) Net Cash (Used in) Investing Activities ( 26.3 ) ( 10.2 ) Cash Flows from Financing Activities: Repayments of long-term debt ( 6.6 ) ( 6.6 ) Proceeds from credit facility 153.1 401.4 Repayments of credit facility ( 212.5 ) ( 290.5 ) Dividends paid ( 14.2 ) ( 14.2 ) Common stock issued 0.8 1.7 Common stock repurchased and retired ( 32.0 ) ( 14.3 ) Other, net 0.3 ( 0.5 ) Net Cash (Used in) Provided by Financing Activities ( 111.1 ) 77.0 Effect of Exchange Rate Changes on Cash and Cash Equivalents 0.5 ( 16.5 ) Net Decrease in Cash and Cash Equivalents ( 6.0 ) ( 14.5 ) Cash and Cash Equivalents, Beginning of Period 223.5 230.3 Cash and Cash Equivalents, End of Period $ 217.5 $ 215.8 See accompanying notes to Condensed Consolidated Financial Statements. 5 MillerKnoll, Inc. Condensed Consolidated Statements of Stockholders' Equity Three Months Ended September 2, 2023 (Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc. Stockholders' Equity (Unaudited) Shares Amount June 3, 2023 75,698,670 $ 15.1 $ 836.5 $ 676.1 $ ( 95.1 ) $ — $ 1,432.6 Net earnings — — — 16.7 — — 16.7 Other comprehensive income, net of tax — — — — 11.6 — 11.6 Stock-based compensation expense ( 983 ) — 6.4 — — — 6.4 Restricted and performance stock units released 332,566 0.1 0.1 — — — 0.2 Employee stock purchase plan issuances 45,107 — 0.9 — — — 0.9 Repurchase and retirement of common stock ( 1,670,135 ) ( 0.3 ) ( 31.7 ) — — — ( 32.0 ) Dividends declared ($ 0.1875 per share) — — — ( 14.1 ) — — ( 14.1 ) Other — — — — — — — September 2, 2023 74,405,225 $ 14.9 $ 812.2 $ 678.7 $ ( 83.5 ) $ — $ 1,422.3 Three Months Ended September 3, 2022 (Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc. Stockholders' Equity (Unaudited) Shares Amount May 28, 2022 75,824,241 $ 15.2 $ 825.7 $ 693.3 $ ( 107.1 ) $ — $ 1,427.1 Net earnings — — — 25.8 — — 25.8 Other comprehensive loss, net of tax — — — — ( 57.8 ) — ( 57.8 ) Stock-based compensation expense ( 13,474 ) — 5.4 — — — 5.4 Exercise of stock options 43,469 — 1.0 — — — 1.0 Restricted and performance stock units released 160,551 — 0.1 — — — 0.1 Employee stock purchase plan issuances 35,753 — 0.8 — — — 0.8 Repurchase and retirement of common stock ( 494,509 ) ( 0.1 ) ( 14.2 ) — — — ( 14.3 ) Dividends declared ($ 0.1875 per share) — — — ( 14.3 ) — — ( 14.3 ) Other — — 0.5 0.5 — — 1.0 September 3, 2022 75,556,031 $ 15.1 $ 819.3 $ 705.3 $ ( 164.9 ) $ — $ 1,374.8 See accompanying notes to Condensed Consolidated Financial Statements. 6 Notes to Condensed Consolidated Financial Statements (Dollars in millions, except share data) (unaudited) 1. Description of Business MillerKnoll, Inc. (the "Company") researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through the following channels: independent contract office furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company's eCommerce platforms. MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, Knoll Textiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. 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. Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by MillerKnoll, Inc. in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements. Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc., its predecessors, and controlled subsidiaries. The accompanying unaudited Condensed Consolidated Financial Statements, taken as a whole, contain all adjustments that are of a normal recurring nature necessary to present fairly the financial position of the Company as of September 2, 2023. Operating results for the three months ended September 2, 2023 are not necessarily indicative of the results that may be expected for the year ending June 1, 2024 ("fiscal 2024"). These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 3, 2023 ("fiscal 2023"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31. The fiscal year ending June 1, 2024 contains 52 weeks, while fiscal year ended June 3, 2023 ("fiscal 2023") contained 53 week. The first quarter of fiscal 2024 contained 13 weeks and the first quarter of fiscal 2023 contained 14 weeks. 2. Recently Issued Accounting Standards The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements. 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. 7 3. Revenue from Contracts with Customers Disaggregated Revenue Revenue disaggregated by contract type is provided in the table below: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Net Sales: Single performance obligation Product revenue $ 845.5 $ 1,007.7 Multiple performance obligations Product revenue 68.7 66.5 Service revenue 1.0 1.2 Other 2.5 3.4 Total $ 917.7 $ 1,078.8 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. The Other category primarily consists of textiles, uncategorized product sales, and service sales. 8 Revenue disaggregated by product type and reportable segment is provided in the table below: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Americas Contract: Workplace $ 324.2 $ 338.7 Performance Seating 103.3 115.7 Lifestyle 60.6 74.3 Other 2.3 8.7 Total Americas Contract $ 490.4 $ 537.4 International Contract & Specialty: Workplace $ 38.7 $ 44.4 Performance Seating 52.6 68.8 Lifestyle 88.4 102.7 Other 48.6 56.6 Total International Contract & Specialty $ 228.3 $ 272.5 Global Retail: Workplace $ 4.2 $ 27.5 Performance Seating 42.1 51.2 Lifestyle 152.5 189.8 Other 0.2 0.4 Total Global Retail $ 199.0 $ 268.9 Total $ 917.7 $ 1,078.8 In the current year, certain products were reclassified within the Performance Seating, Lifestyle, and Other categories based on management's internal reporting of the performance of these product lines. The prior year has been restated to reflect these changes. Refer to Note 15 of the Condensed Consolidated Financial Statements for further information related to our reportable segments. Contract Balances Customers may make payments before the satisfaction of the Company's performance obligation and recognition of revenue. These payments represent contract liabilities and are included within the caption “Customer deposits” in the Condensed Consolidated Balance Sheets. During the three months ended September 2, 2023 and September 3, 2022, the Company recognized Net sales of $ 47.5 million and $ 79.1 million respectively, related to customer deposits that were included in the balance sheet as of June 3, 2023 and May 28, 2022. 4. Acquisitions Knoll, Inc. On July 19, 2021, the Company completed the acquisition of Knoll, a leader in the design, manufacture, marketing and sale of high-end furniture products and accessories for workplace and residential markets. The Company has included the financial results of Knoll in the condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition, which included financial advisory, legal, proxy filing, regulatory and financing fees, were approximately $ 30.0 million for the twelve months ended May 28, 2022 and were recorded in general and administrative expenses. 9 Under the terms of the Agreement and Plan of Merger, each issued and outstanding share of Knoll common stock (excluding shares exercising dissenters rights, shares owned by Knoll as treasury stock, shares owned by the deal parties or their subsidiaries, or shares subject to Knoll restricted stock awards) was converted into a right to receive 0.32 shares of Herman Miller, Inc. (now MillerKnoll, Inc.) common stock and $ 11.00 in cash, without interest. The acquisition date fair value of the consideration transferred for Knoll was $ 1,887.3 million, which consisted of the following (in millions, except share amounts): Knoll Shares Herman Miller, Inc (now MillerKnoll, Inc.) Shares Exchanged Fair Value Cash Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 $ 543.9 Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 184,857 1.4 Total number of Knoll shares for cash consideration 49,629,682 Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021 169,165 254.4 Consideration for payment to settle Knoll's outstanding debt 376.9 Share Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 74,857 Total number of Knoll shares for share consideration 49,519,682 15,843,921 688.3 Replacement Share-Based Awards: Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 2021 22.4 Total acquisition date fair value of consideration transferred $ 1,887.3 The aggregate cash paid in connection with the Knoll acquisition was $ 1,176.6 million. MillerKnoll funded the acquisition through cash on-hand and debt proceeds, as described in "Note 13. Short-Term Borrowings and Long-Term Debt." Outstanding unvested restricted stock awards, performance stock awards, performance stock units and restricted stock units with a fair value of $ 53.4 million converted into Company awards. Of the total fair value, $ 22.4 million was allocated to purchase consideration and $ 31.0 million was allocated to future services and is being expensed over the remaining service periods on a straight-line basis. Per the terms of the converted awards any qualifying termination within the twelve months subsequent to the acquisition resulted in accelerated vesting and related recognition of expense. The transaction was accounted for as a business combination which requires that assets and liabilities assumed be recognized at their fair value as of the acquisition date. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: 10 (In millions) Fair Value Cash $ 88.0 Accounts receivable 82.3 Inventories 219.9 Other current assets 29.2 Property and equipment 296.5 Right-of-use assets 202.7 Intangible assets 756.6 Goodwill 903.5 Other noncurrent assets 25.1 Total assets acquired 2,603.8 Accounts payable 144.0 Other current liabilities 153.1 Lease liabilities 177.8 Other liabilities 241.6 Total liabilities assumed 716.5 Net Assets Acquired $ 1,887.3 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is attributed to the assembled workforce of Knoll and anticipated operational synergies. Goodwill related to the acquisition was allocated to each of the reporting segments with a total value as of the opening balance sheet date of $ 903.5 million. Goodwill arising from the acquisition is not deductible for tax reporting purposes. Certain measurement period adjustments were made during the twelve months ended May 28, 2022 to the preliminary fair values resulting in a net decrease to goodwill of $ 22.4 million primarily related to adjustments to the value of certain liabilities acquired and the fair value of intangible assets acquired. The allocation of purchase price was completed in the fourth quarter of fiscal year 2022. The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company as of the acquisition date: (In millions) Valuation Method Useful Life (years) Fair Value Backlog Multi-Period Excess Earnings Less than 1 Year $ 27.6 Trade name - indefinite lived Relief from Royalty Indefinite 418.0 Trade name - amortizing Relief from Royalty 5 - 10 Years 14.0 Designs Relief from Royalty 9 - 15 years 40.0 Customer Relationships Multi-Period Excess Earnings 2 - 15 years 257.0 Total $ 756.6 5. Inventories, net (In millions) September 2, 2023 June 3, 2023 Finished goods and work in process $ 349.1 $ 357.2 Raw materials 124.1 130.2 Total $ 473.2 $ 487.4 Inventories are primarily valued using the first-in first-out method. 11 6. Goodwill and Indefinite-Lived Intangibles Goodwill and other indefinite-lived intangible assets included in the Condensed Consolidated Balance Sheets consisted of the following as of September 2, 2023 and June 3, 2023: (In millions) Americas Contract International Contract & Specialty Global Retail Total June 3, 2023 Goodwill $ 565.1 $ 303.0 $ 479.1 $ 1,347.2 Foreign currency translation adjustments 0.7 0.6 0.6 1.9 Accumulated impairment losses ( 36.7 ) — ( 88.8 ) ( 125.5 ) September 2, 2023 $ 529.1 $ 303.6 $ 390.9 $ 1,223.6 Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following: (In millions) Indefinite-lived Intangible Assets June 3, 2023 $ 480.7 Foreign currency translation adjustments 0.7 September 2, 2023 $ 481.4 Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. During the third quarter of fiscal year 2023, the Company assessed changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. Although our annual impairment test is performed during the fourth quarter, we perform this qualitative assessment each interim reporting period. While there was no single determinate event, the consideration in totality of several factors that developed during the third quarter of fiscal year 2023 led us to conclude that it was more likely than not that the fair value of the Global Retail reporting unit was below its carrying amount. These factors included: (i) the decision to discontinue stand-alone operations of the Fully brand and (ii) the assessment of our third quarter results, for which the performance of the Global Retail reporting unit was below management's expectations. Accordingly, the Company performed an interim quantitative impairment analysis as of March 4, 2023 to determine the fair value of the Global Retail reporting unit as compared to the carrying value. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 1 % and therefore has a heightened risk of future impairments if any assumptions, estimates or market factors change in the future. Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2023, our annual testing date. In performing the qualitative impairment test for fiscal year 2023, the Company determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired. During the first quarter of fiscal year 2024, the Company performed an assessment to determine whether there were indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. No indicators of a triggering event for potential impairment were noted in the first quarter of fiscal 2024. The Company generally uses the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including: 12 • actual and forecasted revenue growth rates and operating margins, • discount rates based on the reporting unit's weighted average cost of capital, and • revenue and EBITDA of comparable companies The Company had selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies. Intangible assets with indefinite useful lives are not subject to amortization and are evaluated annually for impairment, or more frequently when events or changes in circumstances indicate that the fair value of an intangible asset may not be recoverable. Management has not identified any events or changes in circumstances that may indicate that an indefinite-lived intangible is more likely than not to be impaired as of the first quarter of fiscal year 2024. 7. Employee Benefit Plans The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans: Pension Benefits Three Months Ended September 2, 2023 Three Months Ended September 3, 2022 (In millions) Domestic International Domestic International Service cost $ — $ — $ — $ — Interest cost 1.5 1.0 1.5 0.8 Expected return on plan assets (1) ( 2.3 ) ( 1.3 ) ( 2.0 ) ( 1.2 ) Expected administrative expenses 0.2 — 0.1 — Net amortization loss — — — 0.6 Net periodic benefit (income) cost $ ( 0.6 ) $ ( 0.3 ) $ ( 0.4 ) $ 0.2 (1) The weighted-average expected long-term rate of return on plan assets is 6.00 %. 8. Earnings Per Share The following table reconciles the numerators and denominators used in the calculations of basic and diluted earnings per share ("EPS") for the three months ended: Three Months Ended September 2, 2023 September 3, 2022 Numerators : Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc. - in millions $ 16.7 $ 25.8 Denominators : Denominator for basic EPS, weighted-average common shares outstanding 75,327,544 75,482,572 Potentially dilutive shares resulting from stock plans 379,992 784,394 Denominator for diluted EPS 75,707,536 76,266,966 Antidilutive equity awards not included in weighted-average common shares - diluted 3,783,297 823,497 13 9. Stock-Based Compensation The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Stock-based compensation expense $ 6.4 $ 5.4 Related income tax effect $ 1.6 $ 1.3 Certain Company equity-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. 10. Income Taxes The Company's process for determining the provision for income taxes for the three months ended September 2, 2023 involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates. The effective tax rates were 24.4 % and 18.8 %, respectively, for the three month periods ended September 2, 2023 and September 3, 2022. The year over year change in the effective tax rate for the three months ended September 2, 2023 resulted from the current year quarter reporting pre-tax book income with unfavorable discrete compensation impacts in the United States. The same quarter of the prior year had favorable tax credit impacts in the United States. For the three months ended September 2, 2023, the effective tax rate is higher than the United States federal statutory rate due to an unfavorable discrete tax adjustment in the current quarter related to stock compensation in the United States. For the three months ended September 3, 2022, the effective tax rate was lower than the United States federal statutory rate due to the favorable impact of increased foreign tax credits in the United States resulting from the recapture of prior year overall domestic loss. The Company recognizes interest and penalties related to uncertain tax benefits through Income tax expense in its Condensed Consolidated Statements of Comprehensive Income. Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three months ended September 2, 2023 and September 3, 2022. The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was: (In millions) September 2, 2023 June 3, 2023 Liability for interest and penalties $ 0.8 $ 0.7 Liability for uncertain tax positions, current $ 1.6 $ 1.6 The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next twelve months because of the audits. Tax payments related to these audits, if any, are not expected to be material to the Company's Condensed Consolidated Statements of Comprehensive Income. For the majority of tax jurisdictions, the Company is no longer subject to state, local, or non-United States income tax examinations by tax authorities for fiscal years before 2020. 11. Fair Value Measurements The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, foreign currency exchange contracts, redeemable noncontrolling interests, indefinite-lived intangible assets and right-of-use assets. The Company's financial instruments, other than long-term debt, are recorded at fair value. 14 The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated: (In millions) September 2, 2023 June 3, 2023 Carrying value $ 1,350.1 $ 1,414.4 Fair value $ 1,364.0 $ 1,378.2 The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period: Cash and cash equivalents — The Company invests excess cash in short term investments in the form of money market funds, which are valued using net asset value ("NAV"). Mutual Funds-equity — The Company's equity securities primarily include equity mutual funds. The equity mutual fund investments are recorded at fair value using quoted prices for similar securities. Deferred compensation plan — The Company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities. Foreign currency exchange contracts — The Company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. These forward contracts are not designated as hedging instruments. The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of September 2, 2023 and June 3, 2023. (In millions) September 2, 2023 June 3, 2023 Financial Assets NAV Quoted Prices with Other Observable Inputs (Level 2) NAV Quoted Prices with Other Observable Inputs (Level 2) Cash equivalents: Money market funds $ 4.2 $ — $ 17.3 $ — Foreign currency forward contracts — 0.6 — 1.3 Deferred compensation plan — 18.0 — 16.3 Total $ 4.2 $ 18.6 $ 17.3 $ 17.6 Financial Liabilities Foreign currency forward contracts — 1.3 — 1.8 Total $ — $ 1.3 $ — $ 1.8 The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period: Interest rate swap agreements — The value of the Company's interest rate swap agreements are determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments. 15 The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of September 2, 2023 and June 3, 2023. (In millions) September 2, 2023 June 3, 2023 Financial Assets Balance Sheet Location Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2) Interest rate swap agreement Other noncurrent assets $ 67.2 $ 59.9 Total $ 67.2 $ 59.9 Financial Liabilities Interest rate swap agreement Other liabilities $ — $ 3.0 Total $ — $ 3.0 Derivative Instruments and Hedging Activities Foreign Currency Forward Contracts The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to Other current assets for unrealized gains and to Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other (income) expense, net, for both realized and unrealized gains and losses. Interest Rate Swaps The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of September 2, 2023. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. (In millions) Notional Amount Forward Start Date Amendment Effective Date Termination Date Effective Fixed Interest Rate September 2016 Interest Rate Swap $ 150.0 January 3, 2018 February 3, 2023 January 3, 2028 1.910 % June 2017 Interest Rate Swap $ 75.0 January 3, 2018 February 3, 2023 January 3, 2028 2.348 % January 2022 Interest Rate Swap $ 575.0 January 31, 2022 January 31, 2023 January 29, 2027 1.650 % March 2023 Interest Rate Swap $ 150.0 March 3, 2023 none January 3, 2029 3.950 % The swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448 % plus applicable margin to an effective fixed interest rate plus 0.11448 % plus applicable margin under the terms of 16 our Credit Agreement, as amended. Effective Fixed Interest Rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above. The following table summarizes the effects of the interest rate swap agreements for the three months ended: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Gain recognized in Other comprehensive loss (effective portion) $ 7.8 $ 14.3 Gain (Loss) reclassified from Accumulated other comprehensive loss into earnings $ 7.4 $ ( 0.4 ) There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended September 2, 2023 and September 3, 2022. The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $ 30.3 million, net of tax is $ 22.7 million. Redeemable Noncontrolling Interests Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended September 2, 2023 and September 3, 2022 are as follows: (In millions) September 2, 2023 September 3, 2022 Beginning Balance $ 107.6 $ 106.9 Net income attributable to redeemable noncontrolling interests ( 0.6 ) 1.6 Dividend attributable to redeemable noncontrolling interests — — Cumulative translation adjustments attributable to redeemable noncontrolling interests — 0.1 Foreign currency translation adjustments 0.6 ( 7.9 ) Ending Balance $ 107.6 $ 100.7 12. Commitments and Contingencies Product Warranties The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty programs. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Condensed Consolidated Balance Sheets. Changes in the warranty reserve for the stated periods were as follows: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Accrual Balance — beginning $ 73.9 $ 73.2 Accrual for warranty matters 5.2 4.3 Settlements and adjustments ( 5.9 ) ( 5.2 ) Accrual Balance — ending $ 73.2 $ 72.3 Guarantees The Company is periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and three years . The bonds are required to provide assurance to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The bonds are provided by various bonding agencies. However, the Company is 17 ultimately liable for claims that may occur against them. As of September 2, 2023, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 9.6 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these bonds as of either September 2, 2023 or June 3, 2023. The Company has entered into standby letter of credit arrangements for purposes of protecting various insurance companies and lessors against default on insurance premium and lease payments. As of September 2, 2023, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 13.9 million, all of which is considered usage against the Company's revolving line of credit. The Company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded with respect to these arrangements as of September 2, 2023 or June 3, 2023. Contingencies The Company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not have a material adverse effect, if any, on the Company's Consolidated Financial Statements. 13. Short-Term Borrowings and Long-Term Debt Short-term borrowings and long-term debt as of September 2, 2023 and June 3, 2023 consisted of the following: (In millions) September 2, 2023 June 3, 2023 Syndicated revolving line of credit, due July 2026 $ 367.3 $ 426.7 Term Loan A, 7.1955 %, due July 2026 365.0 370.0 Term Loan B, 7.4455 %, due July 2028 614.1 615.6 Supplier financing program 2.4 2.1 Finance lease liability 1.3 — Total debt $ 1,350.1 $ 1,414.4 Less: Unamortized discount and issuance costs ( 15.0 ) ( 15.9 ) Less: Current debt ( 36.3 ) ( 33.4 ) Long-term debt $ 1,298.8 $ 1,365.1 In connection with the acquisition of Knoll, in July, 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans. The revolving line of credit provides the Company with up to $ 725 million in revolving variable rate interest borrowing capacity that matures in July 2026, replacing the previous $ 500 million syndicated revolving line of credit. The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $ 400 million and a seven-year senior secured term loan "B" facility with an aggregate principal amount of $ 625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, and to pay fees, costs, and expenses related thereto. In January 2023, the company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee. During the three months ended September 2, 2023 and the three months ended September 3, 2022, the Company made total principal payments on term loans "A" and "B" in the amounts of $ 5.0 million and $ 1.6 million, respectively. 18 Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated: (In millions) September 2, 2023 June 3, 2023 Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0 Less: Borrowings under the syndicated revolving line of credit 367.3 426.7 Less: Outstanding letters of credit 13.9 14.1 Available borrowings under the syndicated revolving line of credit $ 343.8 $ 284.2 Supplier Financing Program The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations of the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution. The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program. As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from “Accounts payable” in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt”. As of September 2, 2023, the liability related to the supplier financing program is $ 2.4 million. 14. Accumulated Other Comprehensive Loss The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended September 2, 2023 and September 3, 2022: (In millions) Cumulative Translation Adjustments Pension and Other Post-retirement Benefit Plans Interest Rate Swap Agreement Accumulated Other Comprehensive Loss Balance at June 3, 2023 $ ( 114.0 ) $ ( 23.8 ) $ 42.7 $ ( 95.1 ) Other comprehensive income (loss), net of tax before reclassifications 3.9 — 0.4 4.3 Reclassification from accumulated other comprehensive loss - Other, net — ( 0.1 ) 7.4 7.3 Tax benefit — — — — Net reclassifications — ( 0.1 ) 7.4 7.3 Net current period other comprehensive income (loss) 3.9 ( 0.1 ) 7.8 11.6 Balance at September 2, 2023 $ ( 110.1 ) $ ( 23.9 ) $ 50.5 $ ( 83.5 ) Balance at May 28, 2022 $ ( 93.9 ) $ ( 36.9 ) $ 23.7 $ ( 107.1 ) Other comprehensive (loss) income, net of tax before reclassifications ( 72.5 ) — 14.7 ( 57.8 ) Reclassification from accumulated other comprehensive loss - Other, net — 0.5 ( 0.4 ) 0.1 Tax benefit — ( 0.1 ) — ( 0.1 ) Net reclassifications — 0.4 ( 0.4 ) — Net current period other comprehensive (loss) income ( 72.5 ) 0.4 14.3 ( 57.8 ) Balance at September 3, 2022 $ ( 166.4 ) $ ( 36.5 ) $ 38.0 $ ( 164.9 ) 15. Operating Segments The Company's reportable segments consist of three segments: Americas Contract ("Americas"), International Contract & Specialty ("International & Specialty"), and Global Retail ("Retail"). The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. 19 The International Contract and Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles. The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third-party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores. 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. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company. The accounting policies of the operating segments are the same as those of the Company. The following is a summary of certain key financial measures for the respective periods indicated: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Net Sales: Americas $ 490.4 $ 537.4 International & Specialty 228.3 272.5 Retail 199.0 268.9 Total $ 917.7 $ 1,078.8 Operating Earnings: Americas $ 41.4 $ 20.4 International & Specialty 11.4 27.9 Retail 2.2 17.8 Total reportable segments $ 55.0 $ 66.1 Corporate ( 14.7 ) ( 15.3 ) Total $ 40.3 $ 50.8 Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments. For that reason, it is impractical to disclose asset information on a segment basis. 16. Restructuring and Integration Expense As part of restructuring and integration activities the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs as well as other direct separation benefit costs. Severance and employee benefit costs primarily relate to cash severance, as well as non-cash severance, including accelerated equity award compensation expense. The Company also incurs expenses that are an integral component of, and directly attributable to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment. The expenses associated with integration initiatives are included in Selling, general and administrative and the expenses associated with restructuring activities are included in Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income. Knoll Integration: Following the Knoll acquisition, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize operations of the combined organization. The Company currently expects that the Knoll Integration will result in pre-tax cash costs that are expected to be approximately $ 150 million, comprised of the following categories: • Severance and employee benefit costs associated with plans to integrate our operating structure, resulting in workforce reductions. These costs will primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits). 20 • Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges. • Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the Knoll acquisition. For the three months ended September 2, 2023, we incurred $ 3.9 million of costs related to the Knoll Integration which was comprised of $ 3.4 million of exit and disposal costs related to the consolidation of facilities and $ 0.5 million of other integration costs. For the three months ended September 3, 2022, we incurred $ 4.6 million of costs related to the Knoll Integration including: $ 1.2 million of severance and employee benefit costs, $ 1.4 million of lease termination fees, and $ 2.0 million of other integration costs. The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the three months ended September 2, 2023: (In millions) Severance and Employee Benefit Exit and Disposal Activities Total June 3, 2023 $ 2.9 $ — $ 2.9 Integration Costs — 3.4 3.4 Amounts Paid ( 1.4 ) ( 2.1 ) ( 3.5 ) Non-cash costs — ( 1.3 ) ( 1.3 ) September 2, 2023 $ 1.5 $ — $ 1.5 The Company expects that a substantial portion of the liability for the Knoll Integration as of September 2, 2023 will be paid in the balance of fiscal year 2024. The following is a summary of integration expenses by segment for the periods indicated: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Americas Contract $ 3.1 $ 2.9 International Contract & Specialty 0.7 0.5 Retail — 0.2 Corporate 0.1 1.0 Total $ 3.9 $ 4.6 Restructuring Activities During fiscal year 2023, the Company announced a series of actions that relate to the 2023 restructuring plan ("2023 restructuring plan") to reduce expenses. These restructuring activities included voluntary and involuntary reductions in workforces and charges incurred in connection with the decision to cease operating Fully as a stand-alone brand. As the result of these actions, the Company projected an annualized expense reduction of approximately $ 30 million to $ 35 million. The Company incurred $ 34.0 million of costs related to the 2023 restructuring plan comprised of $ 27.9 million of severance and employee benefit costs and $ 6.1 million of non-impairment charges related to the closure of the Fully business. The restructuring plan was complete in fiscal 2023 and no future costs related to this plan are expected. During fiscal year 2024, the Company announced an action related to the 2024 restructuring plan ("2024 restructuring plan") to reduce expenses. This restructuring activity included involuntary reductions in workforces. As the result of the action, the Company projects an annualized expense reduction of approximately $ 5 million to $ 6 million. The Company incurred $ 5.2 million of severance and employee benefit costs related to the 2024 restructuring plan. The following table provides an analysis of the changes in the restructuring cost reserve for the three months ended September 2, 2023: 21 Severance and Employee-Related (In millions) 2024 Restructuring Plan 2023 Restructuring Plan June 3, 2023 $ — $ 7.3 Restructuring Costs 5.2 — Amounts Paid ( 1.8 ) ( 3.8 ) September 2, 2023 $ 3.4 $ 3.5 The Company expects that remaining liability for the 2023 and 2024 restructuring plans as of September 2, 2023, will be paid in fiscal year 2024. The following is a summary of restructuring costs by segment for the periods indicated: Three Months Ended (In millions) September 2, 2023 September 3, 2022 Americas Contract $ 4.3 $ — International Contract & Specialty 0.7 — Retail 0.2 0.5 Total $ 5.2 $ 0.5 17. Variable Interest Entities The Company entered into long-term notes receivable with certain of its third-party owned dealers that are deemed to be variable interests in variable interest entities. The carrying value of these long-term notes receivable was $ 12.8 million and $ 6.3 million as of September 2, 2023 and June 3, 2023 respectively and represents the Company’s maximum exposure to loss. The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations. 22