MILLERKNOLL, INC. 10-Q

Item 1: Financial Statements MillerKnoll, Inc. Condensed Consolidated Statements of Comprehensive Income (Dollars in millions, except share data) Three Months Ended (Unaudited) August 31, 2024 September 2, 2023 Net sales $ 861.5 $ 917.7 Cost of sales 525.2 559.6 Gross margin 336.3 358.1 Operating expenses: Selling, general and administrative 298.4 290.5 Restructuring expense — 5.2 Design and research 22.7 22.1 Total operating expenses 321.1 317.8 Operating earnings 15.2 40.3 Interest expense 19.9 19.2 Interest and other investment (income) expense ( 1.6 ) ( 2.2 ) Other (income) expense, net ( 1.4 ) 2.2 (Loss) earnings before income taxes and equity income ( 1.7 ) 21.1 Income tax (benefit) expense ( 1.1 ) 5.1 Equity income from nonconsolidated affiliates, net of tax 0.1 0.1 Net (loss) earnings ( 0.5 ) 16.1 Net earnings (loss) attributable to redeemable noncontrolling interests 0.7 ( 0.6 ) Net (loss) earnings attributable to MillerKnoll, Inc. $ ( 1.2 ) $ 16.7 (Loss) earnings per share - basic $ ( 0.02 ) $ 0.22 (Loss) earnings per share - diluted $ ( 0.02 ) $ 0.22 Other comprehensive (loss) income, net of tax Foreign currency translation adjustments $ 15.4 $ 3.9 Pension and post-retirement liability adjustments 0.1 ( 0.1 ) Unrealized (loss) gain on interest rate swap agreement ( 21.3 ) 7.8 Other comprehensive (loss) income, net of tax $ ( 5.8 ) $ 11.6 Comprehensive (loss) income ( 6.3 ) 27.7 Comprehensive income (loss) attributable to redeemable noncontrolling interests 0.7 ( 0.6 ) Comprehensive (loss) income attributable to MillerKnoll, Inc. $ ( 7.0 ) $ 28.3 See accompanying notes to Condensed Consolidated Financial Statements. 3 MillerKnoll, Inc. Condensed Consolidated Balance Sheets (Dollars in millions, except share data) (Unaudited) August 31, 2024 June 1, 2024 ASSETS Current Assets: Cash and cash equivalents $ 209.7 $ 230.4 Accounts receivable, net of allowance of $ 7.6 and $ 7.4 277.3 308.3 Unbilled accounts receivable 42.3 22.2 Inventories, net 440.5 428.6 Prepaid expenses 84.5 66.5 Assets held for sale 3.2 3.5 Other current assets 14.3 10.1 Total current assets 1,071.8 1,069.6 Property and equipment, at cost 1,595.1 1,582.7 Less — accumulated depreciation ( 1,105.0 ) ( 1,090.7 ) Net property and equipment 490.1 492.0 Right of use assets 372.2 375.6 Goodwill 1,234.4 1,226.3 Indefinite-lived intangibles 467.8 465.5 Other amortizable intangibles, net of accumulated amortization of $ 234.5 and $ 223.4 272.4 279.3 Other noncurrent assets 110.4 135.3 Total Assets $ 4,019.1 $ 4,043.6 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 236.1 $ 241.4 Short-term borrowings and current portion of long-term debt 45.9 43.5 Accrued compensation and benefits 74.9 104.5 Short-term lease liability 73.1 67.2 Accrued warranty 17.0 17.6 Customer deposits 105.0 100.2 Other accrued liabilities 123.7 123.3 Total current liabilities 675.7 697.7 Long-term debt 1,324.0 1,291.7 Pension and post-retirement benefits 10.7 10.0 Lease liabilities 375.1 360.4 Other liabilities 224.5 224.8 Total Liabilities 2,610.0 2,584.6 Redeemable noncontrolling interests 76.6 73.9 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, 69,328,400 and 70,377,692 shares issued and outstanding in fiscal 2025 and 2024, respectively) 13.9 14.1 Additional paid-in capital 693.1 725.3 Retained earnings 724.0 738.4 Accumulated other comprehensive loss ( 98.5 ) ( 92.7 ) Total Stockholders' Equity 1,332.5 1,385.1 Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity $ 4,019.1 $ 4,043.6 See accompanying notes to Condensed Consolidated Financial Statements. 4 MillerKnoll, Inc. Condensed Consolidated Statements of Cash Flows (Dollars in millions) Three Months Ended (Unaudited) August 31, 2024 September 2, 2023 Cash Flows from Operating Activities: Net (loss) earnings $ ( 0.5 ) $ 16.1 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 34.6 37.2 Stock-based compensation 9.1 6.4 Amortization of deferred financing costs 1.2 1.2 Deferred taxes 0.7 — Restructuring expense — 5.2 (Increase) decrease in current assets ( 20.6 ) 73.3 (Decrease) in current liabilities ( 12.8 ) ( 4.8 ) Other, net 9.4 ( 3.7 ) Net Cash Provided by Operating Activities 21.1 130.9 Cash Flows from Investing Activities: Advances of notes receivable ( 2.3 ) ( 6.5 ) Collection of notes receivable 2.5 0.5 Capital expenditures ( 22.6 ) ( 19.9 ) Other, net 0.1 ( 0.4 ) Net Cash Used in Investing Activities ( 22.3 ) ( 26.3 ) Cash Flows from Financing Activities: Repayments of long-term debt ( 9.1 ) ( 6.6 ) Proceeds from credit facility 237.7 153.1 Repayments of credit facility ( 194.6 ) ( 212.5 ) Dividends paid ( 13.2 ) ( 14.2 ) Common stock issued 2.3 0.8 Common stock repurchased and retired ( 43.7 ) ( 32.0 ) Other, net 0.3 0.3 Net Cash Used in Financing Activities ( 20.3 ) ( 111.1 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents 0.8 0.5 Net Decrease in Cash and Cash Equivalents ( 20.7 ) ( 6.0 ) Cash and Cash Equivalents, Beginning of Period 230.4 223.5 Cash and Cash Equivalents, End of Period $ 209.7 $ 217.5 See accompanying notes to Condensed Consolidated Financial Statements. 5 MillerKnoll, Inc. Condensed Consolidated Statements of Stockholders' Equity Three Months Ended August 31, 2024 (Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc. Stockholders' Equity (Unaudited) Shares Amount June 1, 2024 70,377,692 $ 14.1 $ 725.3 $ 738.4 $ ( 92.7 ) $ — $ 1,385.1 Net (loss) — — — ( 1.2 ) — — ( 1.2 ) Other comprehensive income, net of tax — — — — ( 5.8 ) — ( 5.8 ) Stock-based compensation expense — — 9.1 — — — 9.1 Exercise of stock options 71,848 — 1.5 — — — 1.5 Restricted and performance stock units released 393,591 0.1 0.1 — — — 0.2 Employee stock purchase plan issuances 30,002 — 0.8 — — — 0.8 Repurchase and retirement of common stock ( 1,544,733 ) ( 0.3 ) ( 43.7 ) — — — ( 44.0 ) Dividends declared ($ 0.1875 per share) — — — ( 13.2 ) — — ( 13.2 ) August 31, 2024 69,328,400 $ 13.9 $ 693.1 $ 724.0 $ ( 98.5 ) $ — $ 1,332.5 Three Months Ended September 2, 2023 (Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc. Stockholders' Equity (Unaudited) Shares Amount June 3, 2023 75,698,670 $ 15.1 $ 836.5 $ 676.1 $ ( 95.1 ) $ — $ 1,432.6 Net earnings — — — 16.7 — — 16.7 Other comprehensive loss, net of tax — — — — 11.6 — 11.6 Stock-based compensation expense ( 983 ) — 6.4 — — — 6.4 Restricted and performance stock units released 332,566 0.1 0.1 — — — 0.2 Employee stock purchase plan issuances 45,107 — 0.9 — — — 0.9 Repurchase and retirement of common stock ( 1,670,135 ) ( 0.3 ) ( 31.7 ) — — — ( 32.0 ) Dividends declared ($ 0.1875 per share) — — — ( 14.1 ) — — ( 14.1 ) September 2, 2023 74,405,225 $ 14.9 $ 812.2 $ 678.7 $ ( 83.5 ) $ — $ 1,422.3 See accompanying notes to Condensed Consolidated Financial Statements. 6 Notes to Condensed Consolidated Financial Statements (Dollars in millions, except share data) (unaudited) 1. Description of Business MillerKnoll, Inc. (the "Company") researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through the following channels: independent contract office furniture dealers, direct customer sales, owned and independent retailers, and the Company's eCommerce platforms. MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. MillerKnoll represents over 100 years of design research and exploration in service of humanity. MillerKnoll generates insights, pioneers innovations, and champions ideas that empower our brands and our people to realize their ambitions. The Company is united by a belief in design as a tool to create positive impact and shape a more sustainable, caring, and beautiful future for all people and the planet. Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by MillerKnoll, Inc. in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements. Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc., its predecessors, and controlled subsidiaries. The accompanying unaudited Condensed Consolidated Financial Statements, taken as a whole, contain all adjustments that are of a normal recurring nature necessary to present fairly the financial position of the Company as of August 31, 2024. Operating results for the three months ended August 31, 2024, are not necessarily indicative of the results that may be expected for the year ending May 31, 2025 ("fiscal 2025"). These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 1, 2024 ("fiscal 2024"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31. The fiscal year ending May 31, 2025 ("fiscal 2025") and the fiscal year ended June 1, 2024 ("fiscal 2024") both contain 52 weeks. 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. 7 The Company’s net cash pool position consisted of the following: (In millions) August 31, 2024 June 1, 2024 Gross cash position $ 53.6 $ 26.6 Less: cash borrowings ( 52.9 ) ( 23.0 ) Net cash position $ 0.7 $ 3.6 2. Recently Issued Accounting Standards The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU becomes effective for the Company beginning with its annual period ending May 31, 2025, and interim periods beginning with the first quarter of fiscal 2026. The ASU will not impact the financial condition, results of operations, or cash flows of the Company. The Company is currently evaluating the impact of this guidance on the notes to the consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures. In December 2023, the FASB issued this ASU which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. We have assessed all other ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact. 3. Revenue from Contracts with Customers Disaggregated Revenue Revenue disaggregated by contract type is provided in the table below: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Net Sales: Single performance obligation Product revenue $ 789.2 $ 845.5 Multiple performance obligations Product revenue 68.8 68.7 Service revenue 0.9 1.0 Other 2.6 2.5 Total $ 861.5 $ 917.7 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. 8 The Lifestyle category includes products focused on bringing spaces to life through beautiful yet functional products. This category focuses on the development of products that support a way of living, in thoughtful yet elevated ways. The products in this category help create emotive and visually appealing spaces via a portfolio that offers diversity in aesthetics, price, and performance. The Other category primarily consists of textiles, uncategorized product sales, and service sales. Revenue disaggregated by product type and reportable segment is provided in the table below: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Americas Contract: Workplace $ 284.5 $ 324.2 Performance Seating 106.2 103.3 Lifestyle 57.4 60.6 Other 6.5 2.3 Total Americas Contract $ 454.6 $ 490.4 International Contract & Specialty: Workplace $ 29.5 $ 38.7 Performance Seating 55.2 52.6 Lifestyle 82.6 88.4 Other 46.2 48.6 Total International Contract & Specialty $ 213.5 $ 228.3 Global Retail: Workplace $ 2.6 $ 4.2 Performance Seating 43.8 42.1 Lifestyle 146.7 152.5 Other 0.3 0.2 Total Global Retail $ 193.4 $ 199.0 Total $ 861.5 $ 917.7 Refer to Note 14 of the Condensed Consolidated Financial Statements for further information related to our reportable segments. Contract Balances Customers may make payments before the satisfaction of the Company's performance obligation and recognition of revenue. These payments represent contract liabilities and are included within the caption “Customer deposits” in the Condensed Consolidated Balance Sheets. During the three months ended August 31, 2024, and September 2, 2023, the Company recognized Net sales of $ 72.8 million and $ 47.5 million, respectively, related to customer deposits that were included in the balance sheet as of June 1, 2024, and June 3, 2023. 4. Inventories, net (In millions) August 31, 2024 June 1, 2024 Finished goods and work in process $ 324.8 $ 314.3 Raw materials 115.7 114.3 Total $ 440.5 $ 428.6 Inventories are primarily valued using the first-in first-out method. 9 5. Goodwill and Indefinite-Lived Intangibles Changes in the carrying amount of Goodwill, by reportable segment, were as follows: (In millions) Americas Contract (1) International Contract & Specialty Global Retail (2) Total Balance at June 1, 2024 $ 530.1 $ 304.4 $ 391.8 $ 1,226.3 Foreign currency translation adjustments 2.8 2.6 2.7 8.1 Balance at August 31, 2024 $ 532.9 $ 307.0 $ 394.5 $ 1,234.4 (1) Americas Contract segment had accumulated goodwill impairments of $ 36.7 million as of August 31, 2024, and June 1, 2024. (2) Global Retail segment had accumulated goodwill impairments of $ 88.8 million as of August 31, 2024, and June 1, 2024. Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following: (In millions) Indefinite-lived Intangible Assets June 1, 2024 $ 465.5 Foreign currency translation adjustments 2.3 August 31, 2024 $ 467.8 Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. Each of the reporting units, other than the Global Retail reporting unit, was reviewed for impairment using a qualitative assessment as of March 31, 2024, our annual testing date. The Global Retail reporting unit was reviewed for impairment using a quantitative assessment as of March 31, 2024. In performing the qualitative and quantitative impairment tests for fiscal year 2024, the Company determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired. During the first quarter of fiscal year 2025, the Company performed an assessment to determine whether there were indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. No indicators of a triggering event for potential impairment were noted in the first quarter of fiscal 2025. The Company generally uses the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including: • actual and forecasted revenue growth rates and operating margins, • discount rates based on the reporting unit's weighted average cost of capital, and • revenue and EBITDA of comparable companies. The Company selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies. Intangible assets with indefinite useful lives are not subject to amortization and are evaluated annually for impairment, or more frequently when events or changes in circumstances indicate that the fair value of an intangible asset may not be recoverable. Management has not identified any events or changes in circumstances that may indicate an indefinite-lived intangible is more likely than not to be impaired as of the first quarter of fiscal year 2025. 10 6. Employee Benefit Plans One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants. The Knoll subsidiary has one domestic defined-benefit pension plan covering eligible U.S. nonunion employees. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants. During the fourth quarter of the year ended June 1, 2024, the Company began the process of terminating the defined-benefit pension plan held by the Knoll subsidiary. The plan participants have been notified of the Company's intention to terminate the plan and settle plan liabilities through either lump sum distributions to plan participants or annuity contracts that cover vested benefits. The plan liabilities as of June 1, 2024, were calculated using assumptions used to value the expected cost of the plan termination. The Company currently expects to complete the settlement of plan liabilities in fiscal 2025. The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans: Pension Benefits Three Months Ended August 31, 2024 Three Months Ended September 2, 2023 (In millions) Domestic International Domestic International Service cost $ 0.4 $ — $ 0.2 $ — Interest cost 1.6 1.0 1.5 1.0 Expected return on plan assets (1) ( 1.5 ) ( 1.4 ) ( 2.3 ) ( 1.3 ) Net amortization loss — 0.2 — — Net periodic benefit cost (income) $ 0.5 $ ( 0.2 ) $ ( 0.6 ) $ ( 0.3 ) (1) The weighted-average expected long-term rate of return on plan assets is 6.0 %. All of the amounts in the tables above for pension benefit cost (income), other than Service cost, were included in Other (income) expense, net within our Condensed Consolidated Statements of Comprehensive Income. 7. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc. by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net earnings attributable to MillerKnoll, Inc. by the weighted-average number of common shares outstanding, including all potentially dilutive common shares. In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding. 11 The table below presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share attributable to MillerKnoll, Inc.: Three Months Ended August 31, 2024 September 2, 2023 Numerator : Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc. - in millions $ ( 1.2 ) $ 16.7 Denominator : Weighted-average common shares outstanding - basic 70,206,373 75,327,544 Potentially dilutive shares resulting from stock plans — 379,992 Weighted-average common shares outstanding - diluted 70,206,373 75,707,536 Earnings per share attributable to MillerKnoll, Inc. - basic ( 0.02 ) 0.22 Earnings per share attributable to MillerKnoll, Inc. - diluted ( 0.02 ) 0.22 Antidilutive equity awards not included in weighted-average common shares - diluted 2,379,725 3,783,297 8. Stock-Based Compensation The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Stock-based compensation expense $ 9.1 $ 6.4 Related income tax effect $ 2.2 $ 1.6 Certain Company equity-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. 9. Income Taxes The Company's process for determining the provision for income taxes for the three months ended August 31, 2024, involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates. The effective tax rates were 66.2 % and 24.4 %, respectively, for the three month periods ended August 31, 2024, and September 2, 2023. The year over year change in the effective tax rate for the three months ended August 31, 2024, resulted from the current quarter reflecting pre-tax loss along with having favorable discrete impacts from stock compensation and return to provision true-ups related to the United States research and development tax credit and the prior year quarter reflecting pre-tax income with unfavorable discrete impacts related to stock compensation. For the three months ended August 31, 2024, the effective tax rate is higher than the United States federal statutory rate due to reflecting pre-tax loss along with favorable discrete impacts from stock compensation in the United States research and development tax credit. For the three months ended September 2, 2023, the effective tax rate was higher than the United States federal statutory rate due to an unfavorable discrete tax adjustment in the quarter related to stock compensation in the United States. The Company recognizes interest and penalties related to uncertain tax benefits through Income tax expense in its Condensed Consolidated Statements of Comprehensive Income. Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three months ended August 31, 2024, and September 2, 2023. 12 The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was: (In millions) August 31, 2024 June 1, 2024 Liability for interest and penalties $ 0.9 $ 0.8 Liability for uncertain tax positions, current $ 1.5 $ 1.5 The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next twelve months as a result of these audits. Tax payments related to these audits, if any, are not expected to be material to the Company's Condensed Consolidated Statements of Comprehensive Income. For the majority of tax jurisdictions, the Company is no longer subject to state, local, or non-United States income tax examinations by tax authorities for fiscal years before 2019. 10. Fair Value Measurements The Company's financial instruments consist of cash equivalents, accounts and notes receivable, deferred compensation plans, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts. The Company's financial instruments, other than long-term debt, are recorded at fair value. The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated: (In millions) August 31, 2024 June 1, 2024 Carrying value $ 1,381.6 $ 1,347.8 Fair value $ 1,448.7 $ 1,411.6 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 August 31, 2024, and June 1, 2024. 13 (In millions) August 31, 2024 June 1, 2024 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 $ 3.9 $ — $ 17.5 $ — Foreign currency forward contracts — 2.8 — 1.1 Deferred compensation plan — 21.3 — 19.1 Total $ 3.9 $ 24.1 $ 17.5 $ 20.2 Financial Liabilities Foreign currency forward contracts — 0.2 — 0.4 Total $ — $ 0.2 $ — $ 0.4 The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period: Interest rate swap agreements — The value of the Company's interest rate swap agreements are determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments. The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of August 31, 2024, and June 1, 2024. (In millions) August 31, 2024 June 1, 2024 Financial Assets Balance Sheet Location Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2) Interest rate swap agreement Other noncurrent assets $ 36.8 $ 61.7 Total $ 36.8 $ 61.7 Financial Liabilities Interest rate swap agreement Other liabilities $ 3.3 $ — Total $ 3.3 $ — Derivative Instruments and Hedging Activities Foreign Currency Forward Contracts The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to Other current assets for unrealized gains and to Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other (income) expense, net, for both realized and unrealized gains and losses. 14 Interest Rate Swaps The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of August 31, 2024. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. The impact of derivative instruments on our Condensed Consolidated Statements of Cash Flows is included in Net cash provided by operating activities. (In millions) Notional Amount Forward Start Date Amendment Effective Date Termination Date Effective Fixed Interest Rate September 2016 Interest Rate Swap $ 150.0 January 3, 2018 February 3, 2023 January 3, 2028 1.910 % June 2017 Interest Rate Swap $ 75.0 January 3, 2018 February 3, 2023 January 3, 2028 2.348 % January 2022 Interest Rate Swap $ 575.0 January 31, 2022 January 31, 2023 January 29, 2027 1.650 % March 2023 Interest Rate Swap $ 150.0 March 3, 2023 none January 3, 2029 3.950 % The swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448 % plus applicable margin to an effective fixed interest rate plus 0.11448 % plus applicable margin under the terms of our Credit Agreement, as amended. Effective fixed interest rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above. The following table summarizes the effects of the interest rate swap agreements for the three months ended: Three Months Ended (In millions) August 31, 2024 September 2, 2023 (Loss) Gain recognized in Other comprehensive loss (income) (effective portion) $ ( 21.3 ) $ 7.8 Gain reclassified from Accumulated other comprehensive loss into earnings $ 7.8 $ 7.4 There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended August 31, 2024, and September 2, 2023. The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $ 19.8 million, net of tax is $ 14.8 million. Redeemable Noncontrolling Interests Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 31, 2024, and September 2, 2023, are as follows: (In millions) August 31, 2024 September 2, 2023 Beginning Balance $ 73.9 $ 107.6 Net income attributable to redeemable noncontrolling interests 0.7 ( 0.6 ) Cumulative translation adjustments attributable to redeemable noncontrolling interests 0.6 — Foreign currency translation adjustments 1.4 0.6 Ending Balance $ 76.6 $ 107.6 15 11. Commitments and Contingencies Product Warranties The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions, and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty programs. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Condensed Consolidated Balance Sheets. Changes in the warranty reserve for the stated periods were as follows: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Accrual Balance — beginning $ 70.4 $ 73.9 Accrual for warranty matters 4.8 5.2 Settlements and adjustments ( 5.5 ) ( 5.9 ) Accrual Balance — ending $ 69.7 $ 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 August 31, 2024, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 9.8 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these bonds as of either August 31, 2024, or June 1, 2024. The Company has entered into standby letter of credit arrangements for purposes of protecting various insurance companies and lessors against default on insurance premium and lease payments. As of August 31, 2024, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 13.2 million, all of which is considered usage against the Company's revolving line of credit. The Company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded with respect to these arrangements as of August 31, 2024, or June 1, 2024. Contingencies The Company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not have a material adverse effect, if any, on the Company's Consolidated Financial Statements. 16 12. Short-Term Borrowings and Long-Term Debt Short-term borrowings and long-term debt as of August 31, 2024, and June 1, 2024, consisted of the following: (In millions) August 31, 2024 June 1, 2024 Syndicated revolving line of credit, due July 2026 $ 433.1 $ 390.0 Term Loan A, 7.1112 %, due July 2026 337.5 345.0 Term Loan B, 7.3612 %, due July 2028 607.8 609.4 Supplier financing program 1.9 2.0 Finance lease liability 1.3 1.4 Total debt $ 1,381.6 $ 1,347.8 Less: Unamortized discount and issuance costs ( 11.7 ) ( 12.6 ) Less: Current debt ( 45.9 ) ( 43.5 ) Long-term debt $ 1,324.0 $ 1,291.7 In connection with the acquisition of Knoll, in July 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans. The revolving line of credit provides the Company with up to $ 725 million in revolving variable rate interest borrowing capacity that matures in July 2026, replacing the previous $ 500 million syndicated revolving line of credit. The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $ 400 million and a seven-year senior secured term loan "B" facility with an aggregate principal amount of $ 625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, and to pay fees, costs, and expenses related thereto. In January 2023, the Company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee. During the three months ended August 31, 2024, the Company made total principal payments on term loans "A" and "B" in the amounts of $ 7.5 million and $ 1.6 million, respectively. During the three months ended September 2, 2023, the Company made total principal payments on term loans "A" and "B" in the amounts of $ 5.0 million and $ 1.6 million, respectively. Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated: (In millions) August 31, 2024 June 1, 2024 Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0 Less: Borrowings under the syndicated revolving line of credit 433.1 390.0 Less: Outstanding letters of credit 13.2 12.7 Available borrowings under the syndicated revolving line of credit $ 278.7 $ 322.3 Supplier Financing Program The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations of the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution. The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program. As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from “Accounts payable” in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt.” As of August 31, 2024, and June 1, 2024, the liability related to the supplier financing program was $ 1.9 million and $ 2.0 million, respectively. 17 13. Accumulated Other Comprehensive Loss The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 31, 2024, and September 2, 2023: (In millions) Cumulative Translation Adjustments Pension and Other Post-retirement Benefit Plans Interest Rate Swap Agreement Accumulated Other Comprehensive Loss Balance at June 1, 2024 $ ( 105.7 ) $ ( 33.3 ) $ 46.3 $ ( 92.7 ) Other comprehensive income (loss), net of tax before reclassifications 15.4 — ( 29.1 ) ( 13.7 ) Reclassification from accumulated other comprehensive loss - Other, net — 0.1 7.8 7.9 Tax benefit — — — — Net reclassifications — 0.1 7.8 7.9 Net current period other comprehensive income (loss) 15.4 0.1 ( 21.3 ) ( 5.8 ) Balance at August 31, 2024 $ ( 90.3 ) $ ( 33.2 ) $ 25.0 $ ( 98.5 ) Balance at June 3, 2023 $ ( 114.0 ) $ ( 23.8 ) $ 42.7 $ ( 95.1 ) Other comprehensive income (loss), net of tax before reclassifications 3.9 — 0.4 4.3 Reclassification from accumulated other comprehensive loss - Other, net — ( 0.1 ) 7.4 7.3 Tax benefit — — — — Net reclassifications — ( 0.1 ) 7.4 7.3 Net current period other comprehensive income (loss) 3.9 ( 0.1 ) 7.8 11.6 Balance at September 2, 2023 $ ( 110.1 ) $ ( 23.9 ) $ 50.5 $ ( 83.5 ) 14. Operating Segments The Company's reportable segments consist of three segments: Americas Contract, International Contract & Specialty, and Global Retail. The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textiles. The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third-party retailers, as well as direct to consumer sales through eCommerce, and physical retail stores. The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and integration-related costs. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company. The accounting policies of the operating segments are the same as those of the Company. 18 The following is a summary of certain key financial measures for the respective periods indicated: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Net Sales: Americas Contract $ 454.6 $ 490.4 International Contract & Specialty 213.5 228.3 Global Retail 193.4 199.0 Total $ 861.5 $ 917.7 Operating Earnings (Loss): Americas Contract $ 17.1 $ 41.4 International Contract & Specialty 9.3 11.4 Global Retail 4.5 2.2 Total reportable segments $ 30.9 $ 55.0 Corporate ( 15.7 ) ( 14.7 ) Total $ 15.2 $ 40.3 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. 15. 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 attributable to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment. The expense associated with integration initiatives are included in Selling, general and administrative and the expenses associated with restructuring activities are included in Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income. Knoll Integration: Following the Knoll acquisition, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize operations of the combined organization. To date, the Company has recorded a total of $ 144.4 million in pre-tax integration expense related to this plan. No future costs related to this plan are expected. The integration expenses incurred by the Company included expenses within the following categories: • Severance and employee benefit costs associated with plans to integrate our operating structure, resulting in workforce reductions. These costs primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits). • Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges. • Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the Knoll acquisition. For the three months ended August 31, 2024, we incurred $ 28.3 million of costs related to the Knoll Integration which was comprised of $ 25.8 million of exit and disposal costs related to the consolidation of facilities and $ 2.5 million of other integration costs. For the three months ended September 2, 2023, we incurred $ 3.9 million of costs related to the Knoll Integration which was comprised of $ 3.4 million of exit and disposal costs related to the consolidation of facilities and $ 0.5 million of other integration costs 19 The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the three months ended August 31, 2024: (In millions) Severance and Employee Benefit Exit and Disposal Activities Total June 1, 2024 $ — $ 0.7 $ 0.7 Integration Costs — 25.8 25.8 Amounts Paid — ( 6.4 ) ( 6.4 ) Non-cash costs — ( 19.0 ) ( 19.0 ) August 31, 2024 $ — $ 1.1 $ 1.1 The Company expects that the remaining liability for the Knoll Integration as of August 31, 2024, will be paid in the balance of fiscal year 2025. The following is a summary of integration expenses by segment for the periods indicated: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Americas Contract $ 22.5 $ 3.1 International Contract & Specialty 5.5 0.7 Global Retail 0.3 — Corporate — 0.1 Total $ 28.3 $ 3.9 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. As of August 31, 2024, and June 1, 2024, the carrying amount of these assets held for sale was $ 3.2 million and $ 3.5 million, respectively, and is classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets. 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. 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 three months ended August 31, 2024: (In millions) Severance and Employee-Related Exit and Disposal Activities Total June 1, 2024 $ 10.0 $ — $ 10.0 Restructuring Costs — — — Amounts Paid ( 4.0 ) — ( 4.0 ) August 31, 2024 $ 6.0 $ — $ 6.0 The Company expects that remaining liability for the 2024 restructuring plan as of August 31, 2024, will be paid in fiscal year 2025. 20 The following is a summary of restructuring costs by segment for the periods indicated: Three Months Ended (In millions) August 31, 2024 September 2, 2023 Americas Contract $ — $ 4.3 International Contract & Specialty — 0.7 Global Retail — 0.2 Total $ — $ 5.2 16. 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 $ 17.8 million and $ 17.9 million as of August 31, 2024, and June 1, 2024, respectively, and represents the Company’s maximum exposure to loss. The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each independently owned dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations. 21