MILLERKNOLL, INC. 10-K

Item 8 Financial Statements and Supplementary Data MillerKnoll, Inc. Consolidated Statements of Comprehensive Income Year Ended (In millions, except per share data) June 1, 2024 June 3, 2023 May 28, 2022 Net sales $ 3,628.4 $ 4,087.1 $ 3,946.0 Cost of sales 2,208.9 2,657.1 2,593.3 Gross margin 1,419.5 1,430.0 1,352.7 Operating expenses: Selling, general and administrative 1,112.1 1,126.4 1,204.2 Impairment charges 16.8 41.2 — Restructuring expenses 30.8 34.4 — Design and research 92.6 105.7 108.7 Total operating expenses 1,252.3 1,307.7 1,312.9 Operating earnings 167.2 122.3 39.8 Interest expense 76.2 74.0 37.8 Interest and other investment (income) expense ( 6.1 ) ( 2.8 ) ( 1.6 ) Other (income) expense, net ( 2.6 ) ( 0.3 ) 12.2 Earnings (loss) before income taxes and equity income 99.7 51.4 ( 8.6 ) Income tax expense 14.7 4.5 11.1 Equity (loss) earnings from nonconsolidated affiliate, net of tax ( 0.4 ) ( 0.8 ) — Net earnings (loss) 84.6 46.1 ( 19.7 ) Net earnings attributable to redeemable noncontrolling interests 2.3 4.0 7.4 Net earnings (loss) attributable to MillerKnoll, Inc. $ 82.3 $ 42.1 $ ( 27.1 ) Earnings (loss) per share - basic $ 1.12 $ 0.56 $ ( 0.37 ) Earnings (loss) per share - diluted 1.11 0.55 ( 0.37 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustments 8.3 ( 20.1 ) ( 90.0 ) Pension and post-retirement liability adjustments ( 9.5 ) 13.1 13.5 Unrealized gains on interest rate swap agreement 3.6 19.0 34.5 Other comprehensive income (loss), net of tax 2.4 12.0 ( 42.0 ) Comprehensive income (loss) 87.0 58.1 ( 61.7 ) Comprehensive income attributable to redeemable noncontrolling interests 2.3 4.0 4.4 Comprehensive income (loss) attributable to MillerKnoll, Inc. $ 84.7 $ 54.1 $ ( 66.1 ) 47 MillerKnoll, Inc. Consolidated Balance Sheets (In millions, except share and per share data) June 1, 2024 June 3, 2023 ASSETS Current Assets: Cash and cash equivalents $ 230.4 $ 223.5 Accounts receivable, net of allowances of $ 7.4 and $ 6.4 308.3 334.1 Unbilled accounts receivable 22.2 29.4 Inventories, net 428.6 487.4 Prepaid expenses 66.5 92.7 Assets held for sale 3.5 — Other current assets 10.1 9.1 Total current assets 1,069.6 1,176.2 Property and equipment, net of accumulated depreciation of $ 1,090.7 and $ 1,034.4 492.0 536.3 Right of use assets 375.6 415.9 Goodwill 1,226.3 1,221.7 Indefinite-lived intangibles 465.5 480.7 Other amortizable intangibles, net of accumulated amortization of $ 223.4 and $ 185.2 279.3 313.1 Other noncurrent assets 135.3 130.9 Total Assets $ 4,043.6 $ 4,274.8 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 241.4 $ 269.5 Short-term borrowings and current portion of long-term debt 43.5 33.4 Accrued compensation and benefits 104.5 61.7 Short-term lease liability 67.2 77.1 Accrued warranty 17.6 20.8 Customer deposits 100.2 93.8 Other accrued liabilities 123.3 146.5 Total current liabilities 697.7 702.8 Long-term debt 1,291.7 1,365.1 Pension and post-retirement benefits 10.0 7.5 Lease liabilities 360.4 393.7 Other liabilities 224.8 265.5 Total Liabilities 2,584.6 2,734.6 Redeemable noncontrolling interests 73.9 107.6 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, 70,377,692 and 75,698,670 shares issued and outstanding in 2024 and 2023, respectively) 14.1 15.1 Additional paid-in capital 725.3 836.5 Retained earnings 738.4 676.1 Accumulated other comprehensive loss ( 92.7 ) ( 95.1 ) Total Stockholders' Equity 1,385.1 1,432.6 Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity $ 4,043.6 $ 4,274.8 48 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 49 MillerKnoll, Inc. Consolidated Statements of Cash Flows Year Ended (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Cash Flows from Operating Activities: Net earnings (loss) $ 84.6 $ 46.1 $ ( 19.7 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation expense 117.5 115.3 112.0 Amortization expense 37.6 39.8 78.6 Loss on sale of equity method investment 0.4 — — Loss on sale of property and dealers — — ( 1.0 ) Deferred taxes ( 38.8 ) ( 45.3 ) ( 21.7 ) Pension contributions ( 1.8 ) ( 11.7 ) ( 5.0 ) Impairment charges 16.8 57.9 15.5 Loss on extinguishment of debt — — 13.4 Restructuring expenses 30.8 34.0 — Stock-based compensation 20.7 20.2 31.4 Amortization of deferred financing costs 4.6 4.6 4.2 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 ) Decrease (increase) in inventories 59.0 81.5 ( 166.4 ) Decrease (increase) in prepaid expenses and other 25.6 19.6 ( 39.6 ) (Decrease) increase in accounts payable ( 28.9 ) ( 82.5 ) 51.5 (Decrease) increase in accrued liabilities ( 7.5 ) ( 124.8 ) 47.2 Other, net ( 2.3 ) ( 0.9 ) ( 16.2 ) Net Cash Provided by (Used in) Operating Activities 352.3 162.9 ( 11.9 ) Cash Flows from Investing Activities: Advances of notes receivable ( 14.7 ) ( 5.1 ) ( 1.2 ) Collection of notes receivable 2.8 — — Marketable securities sales — — 7.7 Capital expenditures ( 78.4 ) ( 83.3 ) ( 94.7 ) Proceeds from sales of property and dealers — 0.3 2.8 Proceeds from life insurance policy — 13.5 — Acquisitions, net of cash received — — ( 1,088.5 ) Proceeds from the sale of equity method investment 3.5 — — 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 — — 1,007.0 Payments of deferred financing costs — — ( 9.3 ) Repayments of long-term debt ( 31.3 ) ( 26.3 ) ( 63.1 ) Proceeds from credit facility 833.2 929.9 1,026.5 Repayments of credit facility ( 869.9 ) ( 916.2 ) ( 838.5 ) Payment of make whole premium on debt — — ( 13.4 ) Dividends paid ( 55.6 ) ( 57.1 ) ( 54.5 ) Common stock issued 5.9 5.5 7.5 Common stock repurchased and retired ( 138.2 ) ( 16.0 ) ( 16.2 ) Distribution to noncontrolling interest ( 2.8 ) ( 4.9 ) ( 6.8 ) Other, net ( 0.1 ) ( 1.7 ) 0.7 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 ( 0.3 ) ( 6.4 ) ( 21.7 ) Net Increase (Decrease) In Cash and Cash Equivalents 6.9 ( 6.8 ) ( 166.1 ) Cash and cash equivalents, Beginning of Year 223.5 230.3 396.4 Cash and Cash Equivalents, End of Year $ 230.4 $ 223.5 $ 230.3 50 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 51 Notes to the Consolidated Financial Statements Note 1 Significant Accounting and Reporting Policies 53 Note 2 Revenue from Contracts with Customers 62 Note 3 Acquisitions and Divestitures 65 Note 4 Inventories 65 Note 5 Investments in Nonconsolidated Affiliates 66 Note 6 Short-Term Borrowings and Long-Term Debt 67 Note 7 Leases 68 Note 8 Employee Benefit Plans 69 Note 9 Common Stock and Per Share Information 74 Note 10 Stock-Based Compensation 74 Note 11 Income Taxes 80 Note 12 Fair Value 83 Note 13 Commitments and Contingencies 87 Note 14 Operating Segments 88 Note 15 Accumulated Other Comprehensive Loss 91 Note 16 Restructuring and Integration Expense 91 Note 17 Variable Interest Entities 93 52 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 1, 2024, contained 52 weeks; the fiscal year ended June 3, 2023, contained 53 weeks; and the fiscal year ended May 28, 2022, contained 52 weeks. 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 $ 3.0 million, $ 4.8 million, and $ 3.3 million for the fiscal years ended June 1, 2024, June 3, 2023, and May 28, 2022, respectively. These amounts are included in Other (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 1, 2024 Gross cash position $ 26.6 Less: cash borrowings ( 23.0 ) Net cash position $ 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 $ 55.9 million an d $ 40.8 million as of June 1, 2024 and June 3, 2023 , respectively. 53 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 4 of the Consolidated Financial Statements. 54 Goodwill and Indefinite-lived Intangible Assets The changes in the carrying amount of goodwill, by reporting segment, are as follows: (In millions) Americas Contract International Contract & Specialty Global Retail Total Balance at May 28, 2022 Goodwill $ 197.4 $ 111.2 $ 181.1 $ 489.7 Sale of owned dealer ( 0.3 ) — — ( 0.3 ) Acquisition of Knoll 346.0 226.8 330.7 903.5 Foreign currency translation adjustments 23.7 ( 33.7 ) ( 31.2 ) ( 41.2 ) Accumulated impairment losses ( 36.7 ) — ( 88.8 ) ( 125.5 ) Net goodwill as of May 28, 2022 $ 530.1 $ 304.3 $ 391.8 $ 1,226.2 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 Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following: (In millions) Indefinite-lived Intangible Assets Balance at May 28, 2022 $ 501.0 Foreign currency translation adjustments ( 0.6 ) Acquisition of Knoll ( 19.7 ) Balance at June 3, 2023 $ 480.7 Foreign currency translation adjustments 1.6 Impairment charges ( 16.8 ) Balance at June 1, 2024 $ 465.5 Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2024. The Company elected to test each reporting unit, with the exception of the Global Retail reporting unit, qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. For the Global Retail reporting unit, the Company elected to proceed directly to the quantitative test. 55 The Company performed the quantitative impairment analysis of the Global Retail reporting unit as of March 31, 2024, to determine the fair value of the Global Retail reporting unit as compared to the carrying value. The Company utilized a weighting of the income approach and the market approach to estimate the fair value of the Global Retail reporting unit. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 37 % and therefore does not have a heightened risk of future impairments if any assumptions, estimates or market factors change in the future. The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of the Global Retail reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value. The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rates 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 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 the sensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit. Reducing the Global Retail reporting unit's forecasted sales by 5 % in all years, and leaving all other assumptions static, would not result in impairment. A decrease in the operating margin of 100 basis points would not result in impairment. An increase in the discount rate of 100 basis points would not result in impairment. The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $ 8.9 million and $ 7.9 million, respectively. Accordingly, impairment charges of $ 16.8 million in total were recognized. The carrying value of the Knoll trade name as of the measurement date was $ 153.3 million and the fair value of the Knoll trade name as of the measurement date was $ 144.4 million. The carrying value of the Muuto trade name as of the measurement date was $ 88.4 million and the fair value of the Muuto trade name as of the measurement date was $ 80.5 million. If the residual cash flows related to these trade names were to decline in future periods, the Company may need to record additional impairment charges. In completing our annual indefinite-lived trade name impairment test, the respective fair values were estimated using a relief-from-royalty approach, which requires assumptions related to the following: • forecasted revenue growth rate, • assumed royalty rates that could be payable if we did not own the trademark, and • a market participant discount rate based on a weighted-average cost of capital. The assumptions used reflect management’s best estimates; however, actual results could differ from our estimates. In completing our annual indefinite-lived trade name impairment test, the fair values of the Knoll and Muuto trade names were both estimated using a discount rate of 12.0 %. The, royalty rate used for the Knoll and Muuto trade names were 2.0 % and 4.5 %, respectively. The long-term growth rate used in the valuation of the Knoll and Muuto trade names was 2.5 % and 3.0 %, respectively. The Company’s estimates of the fair value of its Knoll and Muuto indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions. 56 For the Knoll trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales at March 31, 2024, would have resulted in $ 14.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would 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 trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales at March 31, 2024 would have resulted in $ 8.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $ 4.5 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $ 8.0 million of impairment charges. 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 estimate; 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. 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 1, 2024 June 3, 2023 Land and improvements $ 55.0 $ 55.1 Buildings and improvements 403.0 393.5 Machinery and equipment 1,069.6 1,066.6 Construction in progress 55.1 55.5 Accumulated depreciation ( 1,090.7 ) ( 1,034.4 ) Property and equipment, net $ 492.0 $ 536.3 As of the end of fiscal 2024, outstanding commitments for future capital purchases approxim ated $ 53.7 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. 57 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 3.1 years and the weighted-average remaining useful life of the customer relationships is 8.6 years . 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) 2025 37.2 2026 36.6 2027 33.5 2028 29.1 2029 24.6 In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $ 5.5 million recognized for the right of use assets associated with these locations. In the second quarter of fiscal 2024, a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale. The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll. In the fourth quarter of fiscal 2024, it was determined that the carrying value of these assets exceeded their fair value and an impairment charge of $ 1.0 million was recognized. 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. 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 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) 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 58 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 1, 2024 , ar e 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, as well as reserves for health, prescription drugs, and dental 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 1, 2024 and June 3, 2023 was $ 12.0 million and $ 13.2 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 $ 62.0 million, $ 67.6 million and $ 71.1 million, in fiscal 2024, 2023, and 2022, 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 $ 30.6 million , $ 38.1 million and $ 37.6 million in fiscal years 2024, 2023 and 2022 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 1, 2024, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months. 59 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. 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. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. 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. 60 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. 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 and beyond. Stock-Based Compensation The Company has several stock-based compensation plans, which are described in Note 10 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-averag e 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. Refe r to Note 9 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 15 of the Consolid ated Financial Statements fo r 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. 61 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. 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 (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 12 of the Consolidated Financial Statements for further information regarding derivatives. Recently Issued Accounting Standards Not Yet Adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures. In December 2023, the FASB issued this ASU which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. We have assessed all 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 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. 62 • 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 1, 2024 June 3, 2023 Net sales: Single performance obligation Product revenue $ 3,362.6 $ 3,816.5 Multiple performance obligations Product revenue 251.9 254.1 Service revenue 3.6 3.4 Other 10.3 13.1 Total $ 3,628.4 $ 4,087.1 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. 63 Revenue disaggregated by product type and segment has been provided in the table below: Year Ended (In millions) June 1, 2024 June 3, 2023 Americas Contract: Workplace $ 1,174.6 $ 1,305.8 Performance Seating 399.9 427.0 Lifestyle 229.3 268.7 Other (1) 20.4 24.6 Total Americas Contract $ 1,824.2 $ 2,026.1 International Contract & Specialty: Workplace $ 147.9 $ 170.1 Performance Seating 243.8 251.8 Lifestyle 345.1 379.2 Other (1) 195.0 216.2 Total International Contract & Specialty $ 931.8 $ 1,017.3 Global Retail: Workplace $ 13.7 $ 83.8 Performance Seating 191.3 210.7 Lifestyle 666.0 747.6 Other (1) 1.4 1.6 Total Global Retail $ 872.4 $ 1,043.7 Total $ 3,628.4 $ 4,087.1 (1) "Other" primarily consists of uncategorized product sales and service sales. 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 14 of the Consolidated Financial Statements for further information related to our segments. 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) 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 64 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 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 and Divestitures Knoll, Inc. 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. 65 5. Investments in Nonconsolidated Affiliates 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) June 1, 2024 June 3, 2023 Investments in nonconsolidated affiliate $ 2.2 $ 8.5 (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 June 1, 2024. Refer to the Company's ownership percentages shown below: 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 is accounted for using the equity method of accounting as the Company has significant influence, but not control, over the entity. As of the August 31, 2018 acquisition date, the Company's investment value in Maars was $ 3.1 million more than the Company's proportionate share of the underlying net assets. This amount represented the difference between the price that the Company paid to acquire 48.2 % of the outstanding equity and the carrying value of the net assets of Maars. Of this difference, $ 2.7 million was amortized over the remaining useful lives of the assets, while $ 0.4 million was considered a permanent difference. 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 1, 2024 June 3, 2023 May 28, 2022 Sales to nonconsolidated affiliates $ 2.1 $ 2.8 $ 0.7 Purchases from nonconsolidated affiliates $ — $ — $ 0.6 66 Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below: (In millions) June 1, 2024 June 3, 2023 Receivables from nonconsolidated affiliates $ 0.3 $ 0.5 Payables to nonconsolidated affiliates $ — $ — 6. Short-Term Borrowings and Long-Term Debt Long-term debt consisted of the following obligations: (In millions) June 1, 2024 June 3, 2023 Syndicated revolving line of credit, due July 2026 $ 390.0 $ 426.7 Term Loan A, 7.1937 %, due July 2026 345.0 370.0 Term Loan B, 7.4437 % due July 2028 609.4 615.6 Supplier financing program 2.0 2.1 Finance lease liability 1.4 — Total debt $ 1,347.8 $ 1,414.4 Less: Unamortized discount and issuance costs ( 12.6 ) ( 15.9 ) Less: Current debt ( 43.5 ) ( 33.4 ) Long-term debt $ 1,291.7 $ 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 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 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, 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 2022, t he Company repaid $ 64 million of private placement notes due May 20, 2030, and recognized a loss of approximately $ 13.4 million on extinguishment of the debt, which represented the premium on early redemption. The Company made principal payments on term loans "A" and "B" during the year ended June 1, 2024 in the amount of $ 25.0 million and $ 6.3 million, respectively and during the year ended June 3, 2023 in the amount of $ 20.0 million and $ 6.3 million, respectively. Prior to J uly 2021, the Company's syndicated revolving line of credit provided the Company with up t o $ 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. Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated: (In millions) June 1, 2024 June 3, 2023 Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0 Less: Borrowings under the syndicated revolving line of credit 390.0 426.7 Less: Outstanding letters of credit 12.7 14.1 Available borrowings under the syndicated revolving line of credit $ 322.3 $ 284.2 67 The 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 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 four quarter periods ending November 21, 2021, and the three immediately succeeding fiscal quarters, 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 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 June 1, 2024 the Company was in compliance with these restrictions and performance ratios. 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. 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". As of June 1, 2024, the liability related to the supplier financing program was $ 2.0 million. 7. 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 of Income consist of the following: Year Ended Year Ended (In millions) June 1, 2024 June 3, 2023 Operating lease costs $ 94.1 $ 99.3 Short-term lease costs 7.1 11.2 Variable lease costs 15.9 12.0 Total $ 117.1 $ 122.5 68 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. These charges are included within Restructuring expense in the Consolidated Statements of Comprehensive Income. During fiscal 2023, the Company determined it was more likely than not that the fair value of certain right of use assets within the Global Retail reporting unit, specifically Fully, were below their carrying value and assessed these assets for impairment. As a result of this assessment, the Company recorded an impairment of the associated right of use assets of $ 6.1 million in the Consolidated Statements of Comprehensive income. The Company has financing lease agreements that expire from fiscal 2025 to fiscal 2030. The leases have initial lease terms that range from 3 to 6 years with some containing renewal options. The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table: (In millions) 2025 $ 83.9 2026 88.8 2027 75.4 2028 67.5 2029 59.3 Thereafter 172.7 Total lease payments* $ 547.6 Less interest 120.0 Present value of lease liabilities $ 427.6 *Lease payments exclude $ 15.4 million of legally binding minimum lease payments for leases signed but not yet commenced. Supplemental cash flow and other lease information as of and for periods indicated, includes (dollars in millions): Year Ended Year Ended June 1, 2024 June 3, 2023 Weighted-average remaining lease term (in years) Operating leases 6.6 6.9 Weighted-average discount rate Operating leases 2.7 % 2.4 % Cash paid for amounts included in the measurement of lease liabilities Operating cash flow from operating leases $ 98.8 $ 100.0 ROU assets obtained in exchange for new operating lease liabilities Operating leases $ 48.3 $ 63.0 8. Employee Benefit Plans Pension Plan One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants. The Knoll subsidiary has one domestic defined-benefit pension plan covering eligible U.S. nonunion employees. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants. During the fourth quarter of the year ended June 1, 2024 , the Company began the process of terminating the defined-benefit pension plan held by the Knoll subsidiary. The plan participants have been notified of the Company's intention to terminate the plan and settle plan liabilities through either lump sum distributions to plan participants or annuity contracts that cover vested benefits. The plan liabilities as of June 1, 2024 were calculated using assumptions used to value the expected cost of the plan termination. The Company currently expects to complete the settlement of plan liabilities in fiscal 2025. 69 Benefit Obligations and Funded Status The following table presents, for the fiscal years noted, a summary of the changes in the projected benefit obligation, plan assets and funded status of the Company's pension plans: Pension Benefits (In millions) 2024 2023 Domestic International Domestic International Change in benefit obligation: Benefit obligation at beginning of year $ 123.8 $ 76.0 $ 152.6 $ 104.5 Interest cost 6.1 4.1 6.1 3.1 Expected Administrative Expenses — — 0.6 — Loss related to settlement — — 4.7 — Foreign exchange impact — 1.8 — ( 2.5 ) Actuarial loss (gain) (1) 4.4 2.6 ( 18.2 ) ( 26.2 ) Administrative expenses paid — — ( 0.7 ) — Benefits paid ( 8.4 ) ( 3.3 ) ( 7.2 ) ( 2.9 ) Benefits paid related to settlement — — ( 14.1 ) — Benefit obligation at end of year $ 125.9 $ 81.2 $ 123.8 $ 76.0 Change in plan assets: Fair value of plan assets at beginning of year $ 126.3 $ 84.4 $ 144.0 $ 93.5 Actual return on plan assets 5.7 4.5 ( 2.9 ) ( 9.1 ) Foreign exchange impact — 2.0 — ( 1.6 ) Employer contributions 0.1 1.7 7.2 4.5 Actual expenses paid ( 0.6 ) — ( 0.7 ) — Benefits paid ( 8.4 ) ( 3.3 ) ( 21.3 ) ( 2.9 ) Fair value of plan assets at end of year $ 123.1 $ 89.3 $ 126.3 $ 84.4 Funded status: Over (under) funded status at end of year $ ( 2.8 ) $ 8.1 $ 2.5 $ 8.4 Components of the amounts recognized in the Consolidated Balance Sheets: Current assets $ — $ — $ — $ — Non-current assets $ — $ 8.1 $ 2.5 $ 8.4 Current liabilities $ — $ — $ — $ — Non-current liabilities $ 2.8 $ — $ — $ — Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes: Prior service cost $ — $ 0.4 $ — $ 0.4 Unrecognized net actuarial loss (gain) 3.5 29.2 ( 4.4 ) 25.7 Accumulated other comprehensive loss (gain) $ 3.5 $ 29.6 $ ( 4.4 ) $ 26.1 (1) In fiscal 2024 and 2023, the net actuarial loss (gain) includes amounts resulting from changes in actuarial assumptions utilized to calculate our benefit plan obligations such as the weighted-average discount rate. The accumulated benefit obligation for the Company's pension plans totaled $ 203.8 million and $ 196.5 million as of the end of fiscal 2024 and fiscal 2023, respectively. The following table is a summary of the annual cost of the Company's pension plans: 70 Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss): (In millions) 2024 2023 2022 Domestic International Domestic International Domestic International Interest cost $ 6.1 $ 4.1 $ 6.1 $ 3.1 $ 3.9 $ 2.4 Expected return on plan assets ( 9.1 ) ( 5.0 ) ( 8.3 ) ( 4.7 ) ( 7.3 ) ( 5.1 ) Expected administrative expenses 0.7 — 0.6 — 0.5 — Settlement related expenses — — ( 0.6 ) — ( 0.1 ) — Amortization of prior service cost — 0.1 — 0.1 — 0.1 Amortization of net (gain) loss ( 0.1 ) — ( 0.1 ) 2.2 — 4.5 Net periodic benefit (income) cost $ ( 2.4 ) $ ( 0.8 ) $ ( 2.3 ) $ 0.7 $ ( 3.0 ) $ 1.9 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss): (In millions) 2024 2023 Domestic International Domestic International Net actuarial loss (gain) $ 7.8 $ 3.1 $ ( 2.2 ) $ ( 12.4 ) Net amortization 0.1 ( 0.1 ) 0.1 ( 2.3 ) Settlement charge — — 0.6 — Effect of exchange rates — 0.7 — ( 1.1 ) Total recognized in other comprehensive loss $ 7.9 $ 3.7 $ ( 1.5 ) $ ( 15.8 ) Actuarial Assumptions The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the Company's pension plans are as follows: Weighted-average assumptions used in the determination of net periodic benefit cost: (Percentages) 2024 2023 2022 Domestic International Domestic International Domestic International Discount rate (1) 5.17 5.34 varies 3.33 varies 1.99 Compensation increase rate N/A 3.00 N/A 4.45 N/A 3.20 Expected return on plan assets 6.80 4.80 6.80 4.80 5.10 4.80 (1) Due to settlement activity during FYE 2023 in the domestic plan, there were two remeasurements as of 3/4/2023 and 6/3/2023. The discount rate for beginning of period in fiscal 2023 is 4.40 % and 5.18 %, respectively. Due to settlement activity during fiscal year 2022, there were four remeasurements as of 8/28/2021, 11/27/2021, 2/26/2022, and 5/28/2022. The discount rate for beginning of period in fiscal 2022 is 2.90 %, 2.89 %, 3.00 %, and 3.52 % respectively. Weighted-average assumptions used in the determination of the projected benefit obligations: Discount rate 5.10 5.18 5.17 5.34 4.40 3.33 Compensation increase rate N/A 3.15 N/A 3.00 N/A 4.45 For the international plan, the Company uses a full yield curve approach to estimate the benefit obligation discount rate and the interest component of net periodic benefit cost for pension benefits. This method applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The same process was used for the domestic plan until year end of fiscal 2024. In fiscal 2024 for the domestic plan, the discount rate was derived from a combination of the rates from annuity providers for the annuity purchase portion of the benefit obligation and November 2023 IRS lump sum segment rates for the lump sum portion of the benefit obligation. 71 Plan Assets and Investment Strategies The assets of the Company's employee benefit plans consist mainly of listed fixed income obligations and common/collective trusts. The Company's primary objective for invested pension plan assets is to provide for sufficient long-term growth and liquidity to satisfy all of its benefit obligations over time. Accordingly, the Company has developed an investment strategy that it believes maximizes the probability of meeting this overall objective. This strategy includes the development of a target investment allocation by asset category in order to provide guidelines for making investment decisions. This target allocation emphasizes the long-term characteristics of individual asset classes as well as the diversification among multiple asset classes. In developing its strategy, the Company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations. With the exception of the Knoll domestic plan, the Company's strategy moving forward will be to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plans. Due to the planned termination of the Knoll domestic pension plan effective May 28, 2024, the related investments for that plan were reallocated to fixed income securities due to the near-term nature of the benefit obligation. The Company utilizes independent investment managers to assist with investment decisions within the overall guidelines of the investment strategy. The target asset allocation at the end of fiscal 2024 and asset categories for the Company's pension plans for fiscal 2024 and 2023 are as follows: 72 Targeted Asset Allocation Percentage Asset Category 2024 2023 Domestic International Domestic International Fixed income 61 % 76 % 70 % 33 % Cash 39 % 1 % — % — % Common collective trusts — % 23 % 30 % 67 % Total 100 % 100 % 100 % 100 % Percentage of Plan Assets at Year End 2024 2023 Domestic International Domestic International Fixed income 61 % 69 % 70 % 38 % Cash 39 % 9 % — % — % Common collective trusts — % 22 % 30 % 62 % Total 100 % 100 % 100 % 100 % Domestic (In millions) June 1, 2024 Asset Category Level 1 Level 2 Total Cash and cash equivalents $ 47.5 $ — $ 47.5 U.S. government securities — 10.0 10.0 Corporate bonds — 65.6 65.6 Common collective trusts-balanced — — — Total $ 47.5 $ 75.6 $ 123.1 International (In millions) June 1, 2024 Asset Category Level 1 Level 2 Total Cash and cash equivalents $ 8.3 $ — $ 8.3 Foreign government obligations — 61.4 61.4 Common collective trusts-balanced — 19.6 19.6 Total $ 8.3 $ 81.0 $ 89.3 June 3, 2023 (In millions) Domestic Asset Category Level 1 Level 2 Total Cash and cash equivalents $ 2.1 $ — $ 2.1 U.S. government securities — 17.5 17.5 Foreign government obligations — 68.8 68.8 Common collective trusts-balanced — 37.9 37.9 Total $ 2.1 $ 124.2 $ 126.3 June 3, 2023 (In millions) International Asset Category Level 1 Level 2 Total Cash and cash equivalents $ 5.6 $ — $ 5.6 Foreign government obligations — 26.1 26.1 Common collective trusts-balanced — 52.7 52.7 Total $ 5.6 $ 78.8 $ 84.4 Cash Flows The Company reviews pension funding requirements to determine the contribution to be made in the next year. Actual contributions will be dependent upon investment returns, changes in pension obligations and other economic and regulatory factors. During fiscal 2024 and fiscal 2023, the Company made total cash contributions of $ 1.8 million and $ 11.7 million, respectively, to its pension plans. 73 The Company expects to contribute approximately $ 5.7 million to its pension plans in fiscal 2025. The following represents a summary of the benefits expected to be paid by the plans in future fiscal years including the projected disbursement required for the termination of the domestic plan. These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at June 1, 2024. (In millions) Pension Benefits Domestic International 2025 $ 129.2 $ 3.3 2026 $ — $ 3.1 2027 $ — $ 5.2 2028 $ — $ 4.0 2029 $ — $ 4.6 2030 - 2034 $ — $ 26.2 401(k) Plan Substantially all of the Company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the MillerKnoll Retirement Plan. Employees under the plan are eligible to begin participating on their date of hire. The Company contributes to the plans as matching contributions a certain percentage of the participant’s salary deferral, subject to certain limitations defined in the plan documents. The Company’s other defined contribution retirement plans may provide for matching contributions, non-elective contributions and discretionary contributions as declared by management. The expense recorded for the Company's 401(k) matching and other discretionary contributions was $ 22.0 million, $ 32.4 million and $ 36.3 million in fiscal years 2024, 2023 and 2022, respectively. 9. Common Stock and Per Share Information The following table reconciles the numerators and denominators used in the calculations of basic and diluted EPS for each of the last three fiscal years: (In millions, except shares) 2024 2023 2022 Numerator: Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc. $ 82.3 $ 42.1 $ ( 27.1 ) Denominator: Denominator for basic EPS, weighted-average common shares outstanding 73,291,939 75,478,000 73,160,212 Potentially dilutive shares resulting from stock plans 662,817 546,368 — Denominator for diluted EPS 73,954,756 76,024,368 73,160,212 Equity awar ds of 2,198,708 shares, 2,119,223 shares and 1,245,988 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended June 1, 2024, June 3, 2023 and May 28, 2022, respectively, because they were anti-dilutive. Common Stock 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 million to fund share repurchases, in addition to the $ 66.3 million remaining as of June 1, 2024. During fiscal year 2024, 2023, and 2022, shares repurchased under the repurchase plan totaled 6,022,646 , 575,207 , and 390,010 shares respectively. 10. Stock-Based Compensation The Company utilizes stock-based compensation incentives as a component of its employee and non-employee director and officer compensation philosophy. A c ommittee of the Board of Directors determines the terms of the awards granted and may grant various forms of equity-based incentive compensation. Currently, these incentives consist principally of stock options, restricted stock units, performance stock units, deferred stock units, and restricted shares. For all stock-based compensation plans, the Company issues authorized but unissued shares to fulfill plan terms. 74 Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,607,130 shares remain available for future purchases as of June 1, 2024. At June 1, 2024, there were 16,464,945 shares authorized for issuance under active long-term incentive compensation plans: 7,182,670 and 8,300,000 shares authorized under the MillerKnoll, Inc. 2020 Long Term Incentive Plan and the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively, and 982,275 shares authorized under the Knoll, Inc. 2021 Stock Incentive Plan, (the "SIP"), as amended. There were 8,141,266 shares available for issuance under the LTIP and 168,682 under the SIP as of June 1, 2024. Valuation and Expense Information The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. This compensation expense is recognized over the requisite service period, which includes any applicable performance period. Certain Company stock-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. The Company classifies pre-tax stock-based compensation expense primarily within Operating expenses in the Consolidated Statements of Comprehensive Income. Excluding fully vested and non-forfeitable deferred stock units described under "Director Fees and Director Deferred Compensation Plan" below, pre-tax compensation expense and the related income tax benefit for all types of stock-based programs were as follows for the periods indicated: (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Employee stock purchase program $ 0.5 $ 0.5 $ 0.5 Stock options 7.7 5.7 3.6 Restricted stock units 8.7 9.4 15.3 Performance share units 3.4 3.5 2.8 Restricted stock awards 0.3 1.1 9.2 Total $ 20.6 $ 20.2 $ 31.4 Tax benefit $ 5.0 $ 4.9 $ 7.7 As of June 1, 2024, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $ 14.8 million. The weighted-average period over which this amount is expected to be recognized is 1.2 years. General terms, activity, and valuation methodology for each of the Company's stock-based compensation plans are as follows: Employee Stock Purchase Program The Company has an employee stock purchase plan (“ESPP”) which allows for eligible employees to participate in the purchase of shares of the Company’s common stock at a price equal to 85 % of the closing price on the date of purchase, which coincides with the last trading day of each fiscal quarter. The ESPP is considered a liability award with estimated expense recognized over the three-month offering period which is subsequently adjusted to actual expense based on the fair value as of the date of purchase. Shares of common stock purchased under the ESPP were 139,211 , 185,551 , and 87,562 during the fiscal years ended 2024, 2023 and 2022 respectively. Stock Options The Company grants options to purchase the Company's stock to certain key employees and non-employee directors under its LTIP. Under the current award program, all options become exercisable between one year and three years from the date of grant and expire ten years from the date of grant. Most options are subject to graded vesting, and the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period. 75 In fiscal 2024, there were two stock option valuation dates. In fiscal 2023, there was one stock option valuation date, but two valuations. In fiscal 2022, there were two stock option valuation dates. Therefore, the table below has been presented with the assumptions relevant to each valuation date. The Company generally estimated the fair value of stock options on the date of grant using the Black-Scholes model; however, in fiscal 2023 the Hull-White I lattice model was used where historical expected term data for the option conditions was not prevalent. In determining these values, the following weighted-average assumptions were used for the options granted during the fiscal years indicated: 2024 2023 2022 Valuation Method Black-Scholes Hull-White I (1) Black-Scholes Black-Scholes Risk-free interest rates (2) 3.76 % to 3.94 % 2.91 % 3.01 % 0.47 % Hull-White I barrier (3) N/A 1.36 N/A N/A Expected term of options (4) 4.9 years N/A 3.4 years 3.3 years Expected volatility (5) 49.33 % to 50.26 % 37.09 % 51.58 % 49.03 % Dividend yield (6) 2.9 % to 4.79 % 2.52 % 2.50 % 1.64 % Weighted-average grant-date fair value of stock options: Granted with exercise prices equal to the fair market value of the stock on the date of grant $ 9.61 N/A $ 9.43 $ 13.87 -$ 14.36 Granted with exercise prices greater than the fair market value of the stock on the date of grant $ 4.94 $ 5.74 N/A N/A (1) A conservative post-vest cancel rate of 0.00 % was applied under the assumption that the options will be exercised. (2) Represents term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded. (3) Represents historical average of Section 16 Officers in-the-money exercise ratio from Company’s historical data through May 27, 2022. (4) Represents historical settlement data, using midpoint scenario with 1-year grant date filter assumption for outstanding options. (5) The blended volatility approach was used. 90 % term-matched historical volatility from daily stock prices and 10 % weighted average implied volatility from the 30 days preceding the grand date for fiscal 2024 and the 90 days preceding the grant date for fiscal 2023 and 2022. (6) Represents the quarterly dividend divided by the three-month average stock price as of July 14, 2023 and January 12, 2024, July 7 and 12, 2022, and July 9, 2021, for 2024 , 2023 , and 2022 , respectively. The following is a summary of stock option activity during fiscal 2024: Shares Under Option Weighted-Average Exercise Prices Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Term (Years) Outstanding at June 3, 2023 2,204,200 $ 28.33 $ — 7.3 Granted 2,517,980 20.02 Exercised ( 74,096 ) 22.98 Forfeited or expired ( 238,692 ) 21.24 Outstanding at June 1, 2024 4,409,392 24.06 23.0 7.8 Exercisable at end of period 1,697,879 $ 27.03 $ 5.6 5.9 The weighted-average remaining recognition period of the outstanding stock options at June 1, 2024 was 1.24 years. The total pre-tax intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $ 0.4 million, $ 0.4 million and $ 1.8 million, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date. Total cash received during fiscal 2024 from the exercise of stock options was approximately $ 1.7 million. 76 Restricted Stock Units The Company grants time-based restricted stock units to certain key employees under its LTIP. As of the end of fiscal 2024, awards outstanding generally cliff-vest or vest ratably over a three-year service period. Prorated vesting occurs under certain circumstances and full or partial accelerated vesting occurs upon retirement. Awards granted in fiscal 2024 had a graded vesting schedule of 25 %, 25 %, and 50 % after the first, second, and third year, respectively. Each restricted stock unit represents one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. Compensation expense is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period. Dividend reinvestment units are credited on the dividend payable date and vest with the underlying shares. The units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio, with each converted unit representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Restricted stock units awarded under a Knoll stock compensation plan are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of restricted stock unit activity during fiscal 2024: Share Units Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Term (Years) Outstanding at June 3, 2023 684,341 $ 31.83 $ 9.9 1.0 Granted 719,780 17.30 Forfeited ( 145,580 ) 23.53 Released ( 327,894 ) 31.75 Outstanding at June 1, 2024 930,647 $ 21.92 $ 25.9 1.2 The weighted-average remaining recognition period of the outstanding restricted stock units at June 1, 2024, was 1.3 years. The total market value of the units that vested during the twelve months ended June 1, 2024, was $ 7.0 million. In addition, $ 65.0 thousand in accrued cash dividends were paid upon vesting of the underlying shares of converted Knoll awards. The weighted-average grant-date fair value of restricted stock units granted during 2024, 2023, and 2022 was $ 17.30 , $ 27.76 , and $ 44.25 , respectively. The intrinsic value presented above includes $ 7.8 thousand in accrued cash dividends on the underlying shares of outstanding converted Knoll restricted stock unit awards. Performance Stock Units The Company grants performance-based restricted stock units, commonly referred to as performance stock units, to certain key employees under its LTIP that vest subject to the satisfaction of pre-established financial and non-financial metrics. Each performance stock unit represents one equivalent share of the Company's common stock. The number of shares of Company common stock ultimately issued in connection with these performance stock units will be determined based on attainment of the pre-established metrics over a defined three-year service period. For members of the executive leadership team, this calculation is adjusted by a relative total shareholder return modifier on their performance-based equity awards granted in fiscal year 2022 and 2023. For fiscal 2024, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted. Compensation expense is recognized over the requisite service period on a straight-line basis and based on the grant-date fair value. For certain awards incorporating a market condition, grant-date fair value is determined using a Monte Carlo simulation. For each tranche, fair value is determined on the date performance metrics are approved. Performance stock units awarded under the LTIP do not have dividend rights. 77 In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding performance stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards with each converted unit representing one equivalent share of the Company's common stock. The number of common shares ultimately issued in connection with these performance stock units will be determined based on the attainment of a pre-established financial metric over a five-year service period ending December 31, 2023. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Performance stock units awarded under Knoll stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the performance stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of performance stock unit activity during fiscal 2024: Share Units Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Term (Years) Outstanding at June 3, 2023 350,971 $ 34.41 $ 5.2 1.2 Granted 253,623 18.39 Forfeited ( 41,198 ) 29.45 Released ( 121,043 ) 40.56 Outstanding at June 1, 2024 442,353 $ 23.91 $ 12.2 1.0 The weighted-average remaining recognition period of the outstanding performance stock units at June 1, 2024, was 0.47 years. The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended June 1, 2024, was $ 21.0 thousand; the fair value for shares vested during the twelve months ended June 1, 2024, was $ 2.7 million. In addition, $ 178.9 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards. The weighted-average grant-date fair value of performance stock units granted during fiscal 2024, 2023, and 2022 was $ 18.39 , $ 27.30 , and $ 43.06 , respectively. Restricted Stock Awards In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio with each converted unit then representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The restricted stock awards do not entitle the employee to rights of holders of common stock, such as voting rights, until restrictions are released after vesting. The Company recognizes the related compensation expense on a straight-line basis over the requisite service period. Restricted stock awards granted under Knoll's stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of restricted stock activity during fiscal 2024: Share Units Weighted-Average Grant-Date Fair Value Outstanding at June 3, 2023 34,743 $ 44.36 Granted — — Forfeited ( 983 ) 44.33 Released ( 33,760 ) 44.36 Outstanding at June 1, 2024 — $ — The total market value for shares that vested during the twelve months ended June 1, 2024, was $ 1.1 million. In addition, $ 73.0 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards . There were no restricted stock awards granted in fiscal 2024, 2023, or 2022. 78 Executive Deferred Compensation Plan The MillerKnoll, Inc. Executive Equalization Retirement Plan, as amended (the "Executive Equalization Plan"), is a supplemental deferred compensation plan that was made available for salary deferrals and Company contributions beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50 % of their base salary and up to 100 % of their incentive cash bonus. Company contributions to the plan “mirror” the amounts the Company would have contributed to the various qualified retirement plans had the employee's compensation not been above the IRS statutory ceiling ($ 345,000 in 2024). The Company does not guarantee a rate of return for amounts deferred pursuant to this plan. Instead, participants make investment elections for their deferrals and Company contributions which are subject to market conditions. Investment options are closely aligned to those available under the MillerKnoll Retirement Plan, except for the Company stock fund. In the Executive Equalization Plan, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the Executive Equalization Plan. At the time(s) specified by the participant for receipt of this deferred compensation, these deferred amounts will be paid to the participant in cash. In accordance with the terms of the Executive Equalization Plan and the Director Plan described below, participant deferrals and Company contributions have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. Investments in securities other than the Company's common stock are included within the Other assets line item, while the remaining investments in the Company's stock are included in the line item Deferred compensation plan in the Company's Consolidated Balance Sheets. A liability of the same amount is recorded on the Consolidated Balance Sheets within the Other liabilities line item. Realized and unrealized gains and losses for investment assets other than Company common stock are recognized within the Company's Consolidated Statements of Comprehensive Income in the Interest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the Selling, general and administrative line item within the Company's Consolidated Statements of Comprehensive Income. The net effect of any change to the asset and corresponding liability is offset and has no impact on net earnings in the Consolidated Statements of Comprehensive Income. Director Fees and Director Deferred Compensation Plan The Company's non-employee directors may elect to receive their director fees in one or more of the following forms: cash, deferred cash, unrestricted Company shares at the market value at the date of grant, stock options, or shares of common stock to be received on a deferred basis, as described below. Stock options granted as director compensation are fully vested upon grant, expire in 10 years, and have an exercise price equal to the fair market value of the Company's common stock on the date of grant. Beginning in January 2022, not less than 50 % of annual director fees must be paid in the form of Company equity. The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account. In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except for the Company stock fund is excluded from the deferred cash account. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in cash. In the deferred stock account, deferred stock units (“DSUs”) are credited to the director with each unit representing one equivalent share of the Company's common stock to be issued after the deferral period. The deferred stock units are valued at the market price of the Company's common stock on the date of grant, and the value of the units credited are expensed on the date of grant. Each time a dividend is paid on the Company's common stock, the director is credited with dividend equivalent units. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in shares of the Company's common stock. The units do not entitle the directors to the rights of holders of common stock, such as voting rights, until shares are issued. During fiscal year 2024, 16,490 DSUs were credited and 9,027 DSUs were released to directors pursuant to the Director Plan. The total fair value of deferred stock units issued during fiscal year 2024 was $ 0.4 million. At June 1, 2024, there were 50,682 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $ 1.4 million. The weighted-average grant date fair value of deferred stock units granted during 2024, 2023, and 2022 was $ 25.47 , $ 22.73 and $ 37.34 per share, respectively. 79 All amounts deferred by directors pursuant to the Director Plan are fully vested and nonforfeitable. The following amounts and types of Company equity were issued to non-employee directors during the fiscal years indicated: 2024 2023 2022 Shares of common stock 31,379 27,785 23,255 Deferred stock units pursuant to the Director Plan 16,490 25,230 15,664 Stock options 8,377 — — 11. Income Taxes The components of (loss) earnings before income taxes are as follows: (In millions) 2024 2023 2022 Domestic $ ( 24.8 ) $ ( 90.3 ) $ ( 142.4 ) Foreign 124.5 141.7 133.8 Total $ 99.7 $ 51.4 $ ( 8.6 ) The provision (benefit) for income taxes consists of the following: (In millions) 2024 2023 2022 Current: Domestic - Federal $ 10.8 $ 4.2 $ ( 3.8 ) Domestic - State 7.4 2.2 0.2 Foreign 34.6 42.3 38.1 52.8 48.7 34.5 Deferred: Domestic - Federal ( 22.2 ) ( 32.5 ) ( 12.2 ) Domestic - State ( 6.5 ) ( 4.4 ) ( 5.0 ) Foreign ( 9.4 ) ( 7.3 ) ( 6.2 ) ( 38.1 ) ( 44.2 ) ( 23.4 ) Total income tax provision $ 14.7 $ 4.5 $ 11.1 The following table represents a reconciliation of income taxes at the United States statutory rate of 21 % with the effective tax rate as follows: (In millions) 2024 2023 2022 Income taxes computed at the United States Statutory rate $ 20.9 $ 10.8 $ ( 1.8 ) Increase (decrease) in taxes resulting from: State and local income taxes, net of federal income tax benefit 0.4 ( 1.0 ) ( 4.0 ) Non-deductible officers' compensation 1.1 0.9 5.3 Foreign-derived intangible income ( 2.4 ) ( 1.7 ) — Foreign-based company income 3.8 5.1 3.1 Global intangible low-taxed income 8.1 9.4 15.2 Foreign statutory rate differences 3.1 2.3 4.1 Research and development incentives ( 7.1 ) ( 4.0 ) ( 4.8 ) Federal return to provision adjustments ( 1.8 ) ( 4.1 ) ( 0.6 ) Foreign return to provision adjustments ( 2.5 ) 1.1 ( 0.9 ) Foreign tax credit ( 12.1 ) ( 15.6 ) ( 8.8 ) Foreign withholding taxes and other miscellaneous foreign taxes 1.1 1.2 2.4 Change in valuation allowance against deferred tax assets 2.5 1.3 0.4 Other, net ( 0.4 ) ( 1.2 ) 1.5 Income tax expense $ 14.7 $ 4.5 $ 11.1 Effective tax rate 14.8 % 8.8 % ( 130.1 ) % 80 The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at June 1, 2024 and June 3, 2023, are as follows: (In millions) 2024 2023 Deferred tax assets: Compensation-related accruals $ 16.5 $ 15.2 Capitalized research and experimental costs 32.4 17.6 Accrued pension and post-retirement benefit obligations 1.3 0.4 Deferred revenue 6.1 5.6 Inventory related 13.4 16.1 Other reserves and accruals 9.4 10.9 Warranty 16.8 18.0 State and local tax net operating loss carryforwards and credits 5.7 4.7 Federal net operating loss carryforward 3.0 5.2 Federal and state nondeductible interest expense carryforward 18.7 7.9 Foreign tax net operating loss carryforwards and credits 18.0 14.2 Lease liability 96.6 109.6 Other 6.4 5.8 Subtotal 244.3 231.2 Valuation allowance ( 15.4 ) ( 12.7 ) Total $ 228.9 $ 218.5 Deferred tax liabilities: Book basis in property in excess of tax basis $ 55.1 $ 64.0 Intangible assets 189.7 196.3 Interest rate swap 15.2 14.1 Right of use lease assets 85.3 99.1 Withholding taxes on planned repatriation of foreign earnings 3.7 5.8 Other 4.4 2.3 Total $ 353.4 $ 381.6 The future tax benefits of net operating loss (NOL) carry-forwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. The Company bases this determination on the expectation that related operations will be sufficiently profitable or various tax planning strategies will enable the Company to utilize the NOL carry-forwards and/or foreign tax credits. To the extent that available evidence about the future raises doubt about the realization of these tax benefits, a valuation allowance is established. At June 1, 2024, the Company had state and local tax NOL carry-forwards of $ 83.6 million, the state tax benefit of which is $ 5.0 million, which have expiration periods from 1 year to an unlimited term. The Company also had state credits with a state tax benefit of $ 0.7 million, which expire in 2 to 5 years. For financial statement purposes, the NOL carry-forwards and state tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $ 1.3 million. At June 1, 2024, the Company had federal NOL carry-forwards of $ 14.3 million, the tax benefit of which is $ 3.0 million, which have expiration periods from 5 years to an unlimited term. For financial statement purposes, the NOL carry-forwards have been recognized as deferred tax assets. At June 1, 2024, the Company had federal deferred assets of $ 1.3 million, the tax benefit of which is $ 0.3 million, which is related to an investment in a foreign joint venture. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $ 0.3 million. At June 1, 2024, the Company had foreign net operating loss carry-forwards of $ 62.4 million, the tax benefit of which is $ 16.1 million, which have expiration periods from 4 years to an unlimited term. The Company also had foreign tax credits with a tax benefit of $ 1.9 million which have expiration periods from 6 to 12 years. For financial statement purposes, the NOL carry-forwards and foreign tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $ 13.0 million. At June 1, 2024, the Company had foreign deferred assets of $ 3.1 million, the tax benefit of which is $ 0.8 million, which is related to various deferred taxes in Canada, Belgium and Ireland as well as buildings in the United Kingdom. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $ 0.8 million. 81 The Company intends to repatriate $ 114.9 million in cash held in certain foreign jurisdictions and as such has recorded a deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries of $ 3.7 million. A significant portion of this cash was previously taxed under the U.S. Tax Cut and Jobs Act either as one-time U.S. tax liability on undistributed foreign earnings or GILTI. The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $ 347.5 million on June 1, 2024. Determination of the total amount of unrecognized deferred income tax on the remaining undistributed earnings of foreign subsidiaries is not practicable. The components of the Company's unrecognized tax benefits are as follows: (In millions) Balance at May 28, 2022 $ 2.3 Increases related to prior year income tax positions 0.1 Decreases related to lapse of applicable statute of limitations ( 0.6 ) Decreases related to settlements ( 0.2 ) Balance at June 3, 2023 $ 1.6 Increases related to current year income tax positions 0.2 Decreases related to lapse of applicable statute of limitations ( 0.3 ) Balance at June 1, 2024 $ 1.5 The Company's effective tax rate would have been affected by the total amount of unrecognized tax benefits had this amount been recognized as a reduction to income tax expense. The Company recognizes interest and penalties related to unrecognized tax benefits through Income tax expense in its Consolidated Statements of Comprehensive Income. Interest and penalties and the related liability, which are excluded from the table above, were as follows for the periods indicated: (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Interest and penalty (income) expense $ 0.1 $ ( 0.2 ) $ — Liability for interest and penalties $ 0.8 $ 0.7 $ 0.9 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 12 months as a result of new positions that may be taken on income tax returns, settlement of tax positions and the closing of statutes of limitation. It is not expected that any of the changes will be material to the Company's Consolidated Statements of Comprehensive Income. The Company has partially closed the audits of fiscal year 2022 and fiscal year 2023 with the Internal Revenue Service under the Compliance Assurance Process (CAP). Knoll’s federal consolidated returns related to calendar years 2019, 2020, and short period 2021 have also been selected for examination by the Internal Revenue Service. For the majority of the remaining tax jurisdictions, the Company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2019. 82 12. Fair Value The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts. The Company's financial instruments, other than long-term debt, are recorded at fair value. The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated: (In millions) June 1, 2024 June 3, 2023 Carrying value $ 1,347.8 $ 1,414.4 Fair value $ 1,411.6 $ 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"). . 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 June 1, 2024 and June 3, 2023: (In millions) June 1, 2024 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 $ 17.5 $ — $ 17.3 $ — Foreign currency forward contracts — 1.1 — 1.3 Deferred compensation plan — 19.1 — 16.3 Total $ 17.5 $ 20.2 $ 17.3 $ 17.6 Financial Liabilities Foreign currency forward contracts $ — $ 0.4 $ — $ 1.8 Total $ — $ 0.4 $ — $ 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 is determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments. 83 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 June 1, 2024 and June 3, 2023. (In millions) June 1, 2024 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 $ 61.7 $ 59.9 Total $ 61.7 $ 59.9 Financial Liabilities Interest rate swap agreement Other liabilities $ — $ 3.0 Total $ — $ 3.0 The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Consolidated Statements of Comprehensive Income within Other (income) expense, net. The Company views its equity and fixed income mutual funds as available for use in its current operations. Accordingly, the investments are recorded within Current Assets within the Consolidated Balance Sheets. 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 offset 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 Other current assets for unrealized gains and 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. The notional amounts of the forward contracts held to purchase and sell U.S. dollars in exchange for other major international currencies were $ 68.6 million and $ 99.5 million as of June 1, 2024 and June 3, 2023, respectively. The notional amounts of the foreign currency forward contracts held to purchase and sell British pound sterling in exchange for other major international currencies were £ 1.1 million and £ 7.5 million as of June 1, 2024 and June 3, 2023, respectively . The Company also has other forward contracts related to other currency pairs at varying notional amounts. 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. 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 the Company’s 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. 84 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 the Company’s 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 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 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 the forecasted outstanding borrowings of $ 575.0 million at 1.689 % 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 1.689 % fixed interest rate and adjustment % plus applicable margin 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 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. 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 % plus applicable margin as of the forward start date. "Spread adjusted Term SOFR" means Term SOFR plus an adjustment % that varies with tenor. The Company typically selects a one month tenor and that is calculated as the one month Term SOFR rate plus 0.11448 %. The interest rate swaps were designated cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of June 1, 2024. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. (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 % As of June 1, 2024, the swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448 % plus applicable margin to an effective fixed interest rate plus 0.11448 % plus applicable margin under the terms of our Credit Agreement. 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. For fiscal 2024, 2023 and 2022, there were no gains or losses recognized against earnings for hedge ineffectiveness. 85 Effects of Derivatives on the Financial Statements The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 2024 and 2023 (amounts presented exclude any income tax effects ): (In millions) Balance Sheet Location June 1, 2024 June 3, 2023 Non-designated derivatives: (1) Foreign currency forward contracts Current assets: Other current assets $ 1.1 $ 1.3 Foreign currency forward contracts Current liabilities: Other accrued liabilities $ 0.4 $ 1.8 (1) Designated derivative and their balance sheet locations are located in above table within financial assets and liabilities measured at fair value. Fiscal Year (In millions) Statement of Comprehensive Income Location June 1, 2024 June 3, 2023 May 28, 2022 Loss recognized on foreign currency forward contracts Other expense (income), net $ 3.0 $ 4.8 $ 3.3 The gain/(loss) recorded, net of income taxes, in Other comprehensive loss for the effective portion of designated derivatives was as follows for the periods presented below: Fiscal Year (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Interest rate swap $ ( 27.1 ) $ 4.7 $ 41.4 Reclassified from Accumulated other comprehensive loss into earnings within Interest expense for the fiscal year ended 2024, was a gain of $ 30.7 million, and in fiscal years ended 2023 and 2022 were a gain of $ 14.3 million and a loss of $ 6.9 million, respectively. Pre-tax gains expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months are $ 28.8 million. The amount of gain, net of tax, expected to be reclassified out of Accumulated other comprehensive loss into earnings during the next twelve months is $ 21.5 million. Redeemable Noncontrolling Interests Redeemable noncontrolling interests are reported on the Consolidated Balance Sheets in mezzanine equity in Redeemable noncontrolling interests. These financial instruments represent a level 3 fair value measurement. On December 2, 2019, the Company purchased an additional 34 % equity voting interest in HAY. Upon increasing its ownership to 67 %, the Company obtained a controlling financial interest and consolidated the financial results of HAY. Additionally, the Company is a party to options, that if exercised, would require it to purchase the remaining 33 % of the equity in HAY, at fair market value. This remaining redeemable noncontrolling interest in HAY is classified outside permanent equity in the Consolidated Balance Sheets and is carried at the current estimated redemption amount. The Company recognizes changes to the redemption value of redeemable noncontrolling interests as they occur and adjusts the carrying value to equal the redemption value at the end of each reporting period. The redemption amounts have been estimated based on the fair value of the subsidiary, determined using discounted cash flow methods. This represents a level 3 fair value measurement. Changes in the Company's redeemable noncontrolling interest in HAY for the year ended June 1, 2024 are as follows: (In millions) June 1, 2024 Beginning Balance $ 107.6 Dividend attributable to redeemable noncontrolling interests ( 2.8 ) Redemption value adjustment ( 34.5 ) Net income attributable to redeemable noncontrolling interests 2.3 Foreign currency translation adjustments 1.3 Ending Balance $ 73.9 Other For further information on the fair value assessment of intangible assets and impairment charge recorded in the year ended June 1, 2024, refer to "Goodwill and Indefinite-lived Intangible Assets" within Note 1 to the Consolidated Financial Statements . 86 13. 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 program. 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 Consolidated Balance Sheets. Changes in the warranty reserve for the stated periods were as follows: Year Ended (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Accrual Balance — beginning $ 73.9 $ 73.2 $ 60.1 Accrual for warranty matters 21.6 24.6 16.6 Settlements and adjustments ( 25.1 ) ( 23.9 ) ( 18.6 ) Acquired through business acquisition — — 15.1 Accrual Balance — ending $ 70.4 $ 73.9 $ 73.2 Guarantees The Company is periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and three years . The bonds are required to provide assurance to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The bonds are provided by various bonding agencies. However, the Company is ultimately liable for claims that may occur against them. As of June 1, 2024, the Company had a maximum financial exposure related to performance bonds of approximately $ 9.2 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 h as been recorded in respect to these bonds as of either June 1, 2024 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 June 1, 2024, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 12.7 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 as of June 1, 2024 and 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. As of the end of fiscal 2024, outstanding commitments for future purchase obligations approximated $ 140.2 million. 87 14. Operating Segments The Company's reportable segments consists of three segments: Americas Contract, International Contract & Specialty, and Global Retail. The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global operations 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 performance of the operating segments is evaluated by the Company's management using various financial measures. The following is a summary of certain key financial measures for the years indicated: Year Ended (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Net sales: Americas Contract $ 1,824.2 $ 2,026.1 $ 1,929.1 International Contract & Specialty 931.8 1,017.3 928.5 Global Retail 872.4 1,043.7 1,088.4 Total $ 3,628.4 $ 4,087.1 $ 3,946.0 Depreciation and amortization: Americas Contract $ 94.9 $ 87.7 $ 104.5 International Contract & Specialty 35.1 33.4 52.3 Global Retail 25.1 34.0 33.8 Corporate — — — Total $ 155.1 $ 155.1 $ 190.6 Operating earnings (loss): Americas Contract $ 98.7 $ 99.6 $ ( 24.0 ) International Contract & Specialty 78.2 98.6 69.9 Global Retail 42.4 ( 15.5 ) 134.5 Corporate ( 52.1 ) ( 60.4 ) ( 140.6 ) Total $ 167.2 $ 122.3 $ 39.8 Capital expenditures: Americas Contract $ 47.6 $ 52.4 $ 52.5 International Contract & Specialty 14.4 15.6 17.8 Global Retail 16.4 15.3 24.4 Total $ 78.4 $ 83.3 $ 94.7 Goodwill: Americas Contract $ 530.1 $ 528.4 $ 530.1 International Contract & Specialty 304.4 303.0 304.3 Global Retail 391.8 $ 390.3 391.8 Total $ 1,226.3 $ 1,221.7 $ 1,226.2 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. 88 The accounting policies of the operating segments are the same as those of the Company. Additionally, the Company employs a methodology for allocating corporate costs and assets with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources and to allocate corporate assets according to the relative expected benefit. The majority of the allocations for corporate expenses are based on relative net sales. However, certain corporate costs, generally considered the result of isolated business decisions, are not subject to allocation and are evaluated separately from the rest of the regular ongoing business operations. 89 The Company's product offerings consist primarily of furniture systems, seating, freestanding furniture, storage, casegoods, textiles, architectural and acoustical products. These product offerings are marketed, distributed and managed primarily as a group of similar products on an overall portfolio basis. The following is a summary of net sales estimated by product category for the years indicated: Year Ended (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Net sales: Workplace $ 1,336.2 $ 1,559.7 $ 1,484.3 Performance Seating 835.0 889.5 931.1 Lifestyle 1,240.4 1,395.5 1,282.5 Other (1) 216.8 242.4 248.1 Total $ 3,628.4 $ 4,087.1 $ 3,946.0 (1) “Other” primarily consists of uncategorized product sales and service sales. 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 years have been restated to reflect these changes. 90 15. Accumulated Other Comprehensive Loss The following table provides an analysis of the changes in accumulated other comprehensive loss for the years indicated: Year Ended (In millions) June 1, 2024 June 3, 2023 May 28, 2022 Cumulative translation adjustments at beginning of period $ ( 114.0 ) $ ( 93.9 ) $ ( 3.9 ) Other comprehensive (loss) income 8.3 ( 20.1 ) ( 90.0 ) Balance at end of period ( 105.7 ) ( 114.0 ) ( 93.9 ) Pension and other post-retirement benefit plans at beginning of period ( 23.8 ) ( 36.9 ) ( 50.4 ) Other comprehensive (loss) income before reclassifications (net of tax of $ 1.60 , ($ 3.50 ), and ($ 0.02 )) ( 9.1 ) 14.8 13.5 Reclassification from accumulated other comprehensive income - Other, net ( 0.3 ) 2.7 4.4 Tax expense ( 0.1 ) ( 4.4 ) ( 4.4 ) Net reclassifications ( 0.4 ) ( 1.7 ) — Net current period other comprehensive (loss) income ( 9.5 ) 13.1 13.5 Balance at end of period ( 33.3 ) ( 23.8 ) ( 36.9 ) Interest rate swap agreement at beginning of period 42.7 23.7 ( 10.8 ) Other comprehensive (loss) income before reclassifications (net of tax of ($ 1.2 ), ($ 6.2 ), and ($ 11.6 )) ( 27.1 ) 4.7 41.4 Reclassification from accumulated other comprehensive income - Other, net 30.7 14.3 ( 6.9 ) Net reclassifications 30.7 14.3 ( 6.9 ) Net current period other comprehensive income 3.6 19.0 34.5 Balance at end of period 46.3 42.7 23.7 Total Accumulated other comprehensive loss $ ( 92.7 ) $ ( 95.1 ) $ ( 107.1 ) 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, right of use asset impairment charges, fixed asset impairment charges, and accelerated depreciation of fixed assets. Severance and employee benefit costs primarily relate to cash severance, as well as non-cash severance, including accelerated equity award compensation expense. The Company also incurred expenses that are an integral component of, and directly attribute 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 expense associated with integration initiatives are included in Selling, General, and Administrative and the expense associated with restructuring activities are included in Restructuring expense in the Consolidated Statements of Comprehensive Income. Non-cash costs related to debt extinguishment in the financing of the transaction is recorded in Other expense (income), net in the Consolidated Statements of Comprehensive Income. Knoll Integration Following the acquisition of Knoll, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize the combined organization. The Company currently expects that the Knoll Integration will result in pre-tax costs of approximately $ 150 million, comprised of the following categories: • Severance and employee benefit costs associated with plans to integrate the Company's operating structure, resulting in workforce reductions. These costs will primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits). • Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges. 91 • Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the acquisition. For the year ended June 1, 2024, the Company incurred $ 23.5 million of costs related to the Knoll Integration which was comprised of $ 19.4 million of exit and disposal costs related to the consolidation of facilities, and $ 4.1 million of other integration costs. For the year ended June 3, 2023, the Company incurred $ 18.0 million of costs related to the Knoll Integration including: $ 3.6 million of severance and employee benefit costs, $ 5.9 million of exit and disposal costs related to the consolidation of facilities, and $ 8.5 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 fiscal year ended June 1, 2024: (In millions) Severance and Employee Benefit Exit and Disposal Activities Total June 3, 2023 $ 2.9 $ — $ 2.9 Integration Costs — 19.4 19.4 Amounts Paid ( 2.9 ) ( 13.4 ) ( 16.3 ) Non-cash Costs — ( 5.3 ) ( 5.3 ) June 1, 2024 $ — $ 0.7 $ 0.7 The Company expects that a substantial portion of the liability for the Knoll Integration as of June 1, 2024, will be paid in the first quarter of fiscal year 2025. The following is a summary of integration expenses by segment for the period indicated: Twelve Months Ended (In millions) June 1, 2024 June 3, 2023 Americas Contract $ 18.6 $ 9.7 International Contract & Specialty 4.8 2.5 Global Retail — 0.2 Corporate 0.1 5.6 Total $ 23.5 $ 18.0 In the second quarter of fiscal 2024 a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale. The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll. The 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. Restructuring Activities 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 well as expenses related to a facilities consolidation plan, comprised primarily of non-cash right of use asset impairment charges and accelerated depreciation of fixed assets. For the year ended June 1, 2024, the Company incurred $ 30.8 million of restructuring charges related to the 2024 restructuring plan. The restructuring plan was complete in fiscal 2024 and no future costs related to this plan are expected. 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 Fully decision. 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. 92 The following table provides an analysis of the changes in the restructuring cost reserve 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 2023 restructuring plan for the fiscal year ended June 1, 2024: (In millions) Severance and Employee-Related Exit and Disposal Activities Total June 3, 2023 $ 7.3 $ — $ 7.3 Restructuring Costs — — — Amounts Paid ( 7.3 ) — ( 7.3 ) June 1, 2024 $ — $ — $ — The following table provides an analysis of the changes in the restructuring cost reserve 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 2024 restructuring plan for the fiscal year ended June 1, 2024: (In millions) Severance and Employee-Related Exit and Disposal Activities Total June 3, 2023 $ — $ — $ — Restructuring Costs 19.3 11.5 30.8 Amounts Paid ( 9.3 ) — ( 9.3 ) Non-cash Costs — ( 11.5 ) ( 11.5 ) June 1, 2024 $ 10.0 $ — $ 10.0 The Company expects that remaining liability for the 2024 restructuring plan as of June 1, 2024, will be paid in fiscal 2025. The following is a summary of restructuring costs by segment for the years indicated: Year Ended (In millions) June 1, 2024 June 3, 2023 Americas Contract $ 24.6 $ 22.8 International Contract & Specialty 4.1 1.3 Global Retail 2.1 9.9 Corporate — — Total $ 30.8 $ 34.0 17. Variable Interest Entities The Company entered into long-term notes receivable with certain independently owned dealers that are deemed to be variable interests in variable interest entities. The carrying value of these long-term notes receivable was $ 17.9 million and $ 6.3 million as of June 1, 2024 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. 93 Management's Report on Internal Control over Financial Reporting To the Board of Directors and Stockholders of MillerKnoll, Inc. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f). The internal control over financial reporting at MillerKnoll, Inc. is designed to provide reasonable assurance to our stakeholders that the financial statements of the Company fairly represent its financial condition and results of operations. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 1, 2024, based on the original framework in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes the Company's internal control over financial reporting was effective as of June 1, 2024. KPMG LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included herein. /s/ Andrea R. Owen Andrea R. Owen Chief Executive Officer /s/ Jeffrey M. Stutz Jeffrey M. Stutz Chief Financial Officer 94 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors MillerKnoll, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of MillerKnoll, Inc. and subsidiaries (the Company) as of June 1, 2024 and June 3, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 1, 2024, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of June 1, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 1, 2024 and June 3, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended June 1, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 1, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the 95 company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill impairment assessment As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,226.3 million as of June 1, 2024, of which $391.8 million was related to the Global Retail reporting unit. Goodwill is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has declined below its carrying value. To estimate the fair value of the Global Retail reporting unit, the Company utilized a weighting of the income approach and the market approach that used observable comparable company information. We identified the evaluation of goodwill for impairment for the Global Retail reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, operating margins, and the discount rate used in the income approach. Additionally, the audit effort associated with the evaluation of the Company’s discount rate involved the use of valuation professionals with specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Global Retail reporting unit, including controls over the selection of forecasted revenue growth rates, operating margins, and the discount rate. We evaluated the reasonableness of management’s forecasted revenue growth rates and operating margins by comparing the forecasts to historical revenue growth rates and operating margins, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, operating margins, and discount rate assumptions on the reporting unit fair values. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate. Knoll and Muuto tradenames impairment assessment As discussed in Note 1 to the consolidated financial statements, the indefinite-lived intangible asset balance as of June 1, 2024 was $144.4 million and $80.5 million related to the Knoll and Muuto tradenames, respectfully. During the fourth quarter of the year ended June 1, 2024, the Company recorded an impairment loss of $8.9 million and $7.9 million related to the Knoll and Muuto tradenames, respectfully. Indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, or more frequently, when events or changes in circumstances indicate that the fair value of an indefinite-lived intangible asset has declined below its carrying value. To estimate the fair value of the indefinite-lived intangible assets, the Company utilizes the relief from royalty method. We identified the evaluation of the Knoll and Muuto tradenames for impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, discount rates, and royalty rates used to estimate the fair value of the Knoll and Muuto tradenames. Additionally, the audit effort associated with 96 the evaluation of the Company’s discount rates and royalty rates required the use of valuation professionals with specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Knoll and Muuto tradenames, including controls over the selection of forecasted revenue growth rates, discount rates, and royalty rates. We evaluated the reasonableness of management’s forecasted revenue growth rates by comparing the forecasts to historical revenue growth rates, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, discount rates, and royalty rates on the fair value of the tradenames. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s discount rates by comparing the Company’s inputs to the discount rates to publicly available data for comparable entities and assessing the overall discount rates; and • evaluating the Company’s royalty rates by comparing the selected royalty rates to the royalty rates selected at the acquisition date and publicly available data for comparable licensing agreements in assessing the overall royalty rates. /s/ KPMG LLP We have served as the Company’s auditor since 2019. Chicago, Illinois July 30, 2024 97 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None