Item 1. Financial Statements
Item 1: Financial Statements
MillerKnoll, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Dollars in millions, except share data)
Three Months Ended
(Unaudited)
August 29, 2026
August 30, 2025
Net sales
$
923.4
$
955.7
Cost of sales
538.1
587.6
Gross margin
385.3
368.1
Operating expenses:
Selling, general and administrative
302.5
293.8
Restructuring expense
6.0
0.5
Design and research
25.0
20.3
Total operating expenses
333.5
314.6
Operating earnings
51.8
53.5
Interest expense
16.2
18.4
Interest and other investment income
( 0.9 )
( 1.1 )
Other expense, net
1.3
7.5
Earnings before income taxes
35.2
28.7
Income tax expense
7.6
7.6
Net earnings
27.6
21.1
Net earnings attributable to redeemable noncontrolling interests
1.0
0.9
Net earnings attributable to MillerKnoll, Inc.
$
26.6
$
20.2
Earnings per share - basic
$
0.38
$
0.29
Earnings per share - diluted
$
0.38
$
0.29
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments
$
( 3.8 )
$
18.4
Pension and post-retirement liability adjustments
0.2
0.1
Unrealized gain (loss) on interest rate swap agreement
0.2
( 5.8 )
Other comprehensive (loss) income, net of tax
$
( 3.4 )
$
12.7
Comprehensive income
24.2
33.8
Comprehensive income attributable to redeemable noncontrolling interests
1.0
0.9
Comprehensive income attributable to MillerKnoll, Inc.
$
23.2
$
32.9
See accompanying notes to Condensed Consolidated Financial Statements.
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MillerKnoll, Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions, except share data)
(Unaudited)
August 29, 2026
May 30, 2026
ASSETS
Current Assets:
Cash and cash equivalents
$
178.6
$
167.7
Accounts receivable, net of allowance of $ 7.8 and $ 8.4
314.3
357.4
Unbilled accounts receivable
30.1
18.3
Inventories, net
514.7
488.4
Prepaid expenses
86.0
88.7
Other current assets
16.3
16.7
Total current assets
1,140.0
1,137.2
Property and equipment, net of accumulated depreciation of $ 1,235.4 and $ 1,221.3
515.4
511.3
Right of use assets
451.2
445.9
Goodwill
1,159.4
1,161.3
Indefinite-lived intangibles
434.6
435.3
Other amortizable intangibles, net of accumulated amortization of $ 310.9 and $ 304.1
205.2
214.0
Other noncurrent assets
97.1
95.5
Total Assets
$
4,002.9
$
4,000.5
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$
253.5
$
279.1
Short-term borrowings and current portion of long-term debt
28.4
25.1
Accrued compensation and benefits
90.1
93.8
Short-term lease liability
81.7
82.0
Accrued warranty
17.3
16.7
Customer deposits
95.1
89.7
Other accrued liabilities
126.2
134.7
Total current liabilities
692.3
721.1
Long-term debt
1,270.4
1,260.6
Pension and post-retirement benefits
6.9
7.0
Lease liabilities
440.2
433.8
Accrued warranty
52.3
52.6
Other liabilities
120.8
119.5
Total Liabilities
2,582.9
2,594.6
Redeemable noncontrolling interests
63.8
63.3
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, 68,779,507 and 68,180,011 shares issued and outstanding in fiscal 2027 and 2026, respectively)
13.7
13.6
Additional paid-in capital 697.5
694.3
Retained earnings 717.7
704.0
Accumulated other comprehensive loss ( 72.7 )
( 69.3 )
Total Stockholders' Equity
1,356.2
1,342.6
Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity
$
4,002.9
$
4,000.5
See accompanying notes to Condensed Consolidated Financial Statements.
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MillerKnoll, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in millions)
Three Months Ended
(Unaudited)
August 29, 2026
August 30, 2025
Cash Flows from Operating Activities:
Net earnings
$
27.6
$
21.1
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
34.5
35.4
Stock-based compensation
8.1
9.3
Amortization of deferred financing costs
0.6
0.8
Loss on extinguishment of debt
—
7.8
Deferred taxes
0.1
( 0.3 )
Restructuring expense
1.6
0.5
Decrease (increase) in current assets
9.2
( 1.6 )
Decrease in current liabilities
( 31.6 )
( 61.4 )
Other, net
( 1.0 )
( 2.2 )
Net Cash Provided by Operating Activities
49.1
9.4
Cash Flows from Investing Activities:
Collection of notes receivable
1.0
0.6
Capital expenditures
( 32.5 )
( 30.7 )
Other, net
( 0.6 )
( 0.4 )
Net Cash Used in Investing Activities
( 32.1 )
( 30.5 )
Cash Flows from Financing Activities:
Repayments of long-term debt
( 3.9 )
( 603.1 )
Proceeds from issuance of debt, net of costs
—
544.4
Payments of deferred financing costs
—
( 1.2 )
Proceeds from credit facility
275.4
341.6
Repayments of credit facility
( 273.1 )
( 272.7 )
Proceeds from securitization facility
18.2
—
Repayments to securitization facility
( 4.6 )
—
Dividends paid
( 12.8 )
( 12.7 )
Common stock issued
4.6
0.9
Common stock repurchases and payments for taxes related to net share settlement of equity awards
( 9.5 )
( 7.2 )
Other, net
0.9
0.8
Net Cash Used in Financing Activities
( 4.8 )
( 9.2 )
Effect of Exchange Rate Changes on Cash and Cash Equivalents
( 1.3 )
3.8
Net Increase (Decrease) in Cash and Cash Equivalents
10.9
( 26.5 )
Cash and Cash Equivalents, Beginning of Period
167.7
193.7
Cash and Cash Equivalents, End of Period
$
178.6
$
167.2
See accompanying notes to Condensed Consolidated Financial Statements.
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MillerKnoll, Inc.
Condensed Consolidated Statements of Stockholders' Equity
Three Months Ended August 29, 2026
(Dollars in millions, except share data)
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income MillerKnoll, Inc. Stockholders' Equity
(Unaudited)
Shares Amount
May 30, 2026 68,180,011 $ 13.6 $ 694.3 $ 704.0 $ ( 69.3 ) $ 1,342.6
Net earnings attributable to MillerKnoll, Inc. — — — 26.6 — 26.6
Other comprehensive loss, net of tax — — — — ( 3.4 ) ( 3.4 )
Stock-based compensation expense — — 8.1 — — 8.1
Exercise of stock options 192,838 — 3.9 — — 3.9
Restricted and performance stock units released 828,767 0.2 0.1 — — 0.3
Employee stock purchase plan issuances 31,866 — 0.5 — — 0.5
Repurchase and retirement of common stock and common stock withheld for tax withholdings ( 453,975 ) ( 0.1 ) ( 9.4 ) — — ( 9.5 )
Dividends declared ($ 0.1875 per share)
— — — ( 13.1 ) — ( 13.1 )
Other — — — 0.2 — 0.2
August 29, 2026 68,779,507 $ 13.7 $ 697.5 $ 717.7 $ ( 72.7 ) $ 1,356.2
Three Months Ended August 30, 2025
(Dollars in millions, except share data)
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income MillerKnoll, Inc. Stockholders' Equity
(Unaudited)
Shares Amount
May 31, 2025 67,804,913 $ 13.6 $ 679.1 $ 665.1 $ ( 82.0 ) $ 1,275.8
Net earnings attributable to MillerKnoll, Inc. — — — 20.2 — 20.2
Other comprehensive income, net of tax — — — — 12.7 12.7
Stock-based compensation expense — — 9.3 — — 9.3
Exercise of stock options 8,445 — 0.1 — — 0.1
Restricted and performance stock units released 1,030,034 0.2 0.1 — — 0.3
Employee stock purchase plan issuances 38,231 — 0.7 — — 0.7
Repurchase and retirement of common stock and common stock withheld for tax withholdings ( 377,995 ) ( 0.1 ) ( 7.1 ) — — ( 7.2 )
Dividends declared ($ 0.1875 per share)
— — — ( 13.1 ) — ( 13.1 )
Other — — — 0.7 — 0.7
August 30, 2025 68,503,628 $ 13.7 $ 682.2 $ 672.9 $ ( 69.3 ) $ 1,299.5
See accompanying notes to Condensed Consolidated Financial Statements.
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Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(unaudited)
1. Description of Business and Basis of Presentation
MillerKnoll, Inc. (the "Company") researches, designs, manufactures and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through the following channels: independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company's eCommerce platforms.
MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller® and Knoll®, along with Colebrook Bosson Saunders, Design Within Reach®, Edelman®, FilzFelt®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck® are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.
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 29, 2026. Operating results for the three months ended August 29, 2026, are not necessarily indicative of the results that may be expected for the year ending May 29, 2027 ("fiscal 2027"). 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 May 30, 2026 ("fiscal 2026"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements.
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 29, 2027 ("fiscal 2027") and the fiscal year ended May 30, 2026 ("fiscal 2026") both contain 52 weeks.
IEEPA Tariff Refund Claims
During 2025, certain tariffs were imposed pursuant to actions taken under the International Emergency Economic Powers Act ("IEEPA"). Subsequent legal proceedings challenged the validity of those tariffs, and court rulings issued during fiscal 2026 created the potential for importers to seek refunds of IEEPA tariffs previously paid. The Company submitted claims for refunds on substantially all IEEPA tariffs paid that may be eligible for recovery.
During the first quarter of fiscal 2027, the Company received refunds related to previously incurred IEEPA tariffs. As a result, the Company recognized a benefit of approximately $ 16.5 million, which is reflected in Cost of sales during the quarter ended August 29, 2026.
As of August 29, 2026, the Company continues to evaluate and pursue additional refund claims related to IEEPA tariffs. Any amounts associated with claims that have not yet been received or are not otherwise considered realizable have not been recognized.
7
2. Recently Issued Accounting Standards
The Company evaluates all Accounting Standards Updates ( " ASUs") issued by the Financial Accounting Standards Board ("FASB") and adopts those applicable to its financial statements.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU which requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. In January 2025, the FASB additionally issued ASU 2025-01, which clarified the effective date of ASU 2024-03 for entities that do not have a calendar year-end. The update will be effective for the Company's annual financial statements for fiscal 2028 and interim financial statements beginning in fiscal 2029, with early adoption permitted. The Company expects the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our financial position, results of operations, or cash flows.
The Company has evaluated all other recently issued accounting standards not yet adopted and determined that they are either not applicable or are not expected to have a material impact on the Company's consolidated financial statements
3. Revenue from Contracts with Customers
Disaggregated Revenue
The Company internally reports and evaluates products based on the categories Workplace, Performance Seating, Lifestyle, and Other. A description of these categories is included below.
The Workplace category includes products centered on creating highly functional and productive settings for both groups and individuals. This category focuses on the development of products, beyond seating, that define boundaries, support work, and enable productivity.
The Performance Seating category includes products centered on seating ergonomics, productivity, and function across an evolving and diverse range of settings. This category focuses on the development of ergonomic seating solutions for specific use cases requiring more than basic utility.
The Lifestyle category includes products focused on bringing spaces to life through beautiful yet functional products. This category focuses on the development of products that support a way of living, in thoughtful yet elevated ways. The products in this category help create emotive and visually appealing spaces via a portfolio that offers diversity in aesthetics, price, and performance.
The Other category primarily consists of textiles, uncategorized product sales, and service sales.
8
Revenue disaggregated by product type and reportable segment is provided in the table below:
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
North America Contract:
Workplace
$
316.1
$
340.3
Performance Seating
87.8
90.3
Lifestyle
52.9
56.0
Other
48.8
47.3
Total North America Contract
$
505.6
$
533.9
International Contract
Workplace
$
37.4
$
48.3
Performance Seating
70.2
69.1
Lifestyle
43.3
42.1
Other
5.9
8.0
Total International Contract
$
156.8
$
167.5
Global Retail:
Workplace
$
2.2
$
2.0
Performance Seating
50.0
45.6
Lifestyle
208.3
206.1
Other
0.5
0.6
Total Global Retail
$
261.0
$
254.3
Total
$
923.4
$
955.7
MillerKnoll, Inc.:
Workplace
$
355.7
$
390.6
Performance Seating
208.0
205.0
Lifestyle
304.5
304.2
Other
55.2
55.9
Total MillerKnoll, Inc.
$
923.4
$
955.7
In the prior year, certain products were reclassified within the Workplace and Performance Seating categories based on management's internal reporting of the performance of these product lines. The prior year amounts have been recast to reflect these changes.
Refer to Note 14 of the Condensed Consolidated Financial Statements for further information related to our reportable segments.
9
Sales by geographic area are based on the location of the customer. 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.
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Net sales:
United States
$
670.8
$
694.4
International
252.6
261.3
Total
$
923.4
$
955.7
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 29, 2026, the Company recognized net sales of $ 55.0 million related to customer deposits that were included in the balance sheet as of May 30, 2026. During the three months ended August 30, 2025, the Company recognized net sales of $ 64.6 million related to customer deposits that were included in the balance sheet as of May 31, 2025.
4. Cash and Cash Equivalents
Cash and cash equivalents totaled $ 178.6 million at August 29, 2026 and $ 167.7 million at May 30, 2026. Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity. Under the arrangement, participating accounts are maintained with the same financial institution and balances are subject to a master netting agreement that permits offsetting of cash balances and overdraft positions. Because the Company has the legal right, ability and intent to offset participating account balances, cash balances and overdraft positions are presented on a net basis. The resulting net cash pool position is included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.
The Company’s net cash pool position consisted of the following:
(In millions)
August 29, 2026
May 30, 2026
Gross cash position
$
133.3
$
131.9
Less: cash overdrafts under the pooling arrangement
( 132.7 )
( 131.2 )
Net cash position
$
0.6
$
0.7
5. Inventories
(In millions)
August 29, 2026
May 30, 2026
Finished goods and work in process
$
396.7
$
373.5
Raw materials
118.0
114.9
Total
$
514.7
$
488.4
Inventories are valued primarily using the first-in first-out method. The Company recorded inventory reserves reducing finished goods, raw materials, and work in process of $ 58.1 million as of both August 29, 2026 and May 30, 2026 to adjust for excess and obsolete inventory.
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6. Goodwill and Indefinite-Lived Intangibles
Changes in the carrying amount of goodwill, by reportable segment, were as follows:
(In millions)
North America Contract (1)
International Contract
Global Retail (2)
Total
Balance at May 30, 2026
$
595.1
$
160.4
$
405.8
$
1,161.3
Foreign currency translation adjustments
( 0.5 )
( 0.4 )
( 1.0 )
( 1.9 )
Balance at August 29, 2026
$
594.6
$
160.0
$
404.8
$
1,159.4
(1) North America Contract segment had accumulated goodwill impairments of $ 36.7 million as of August 29, 2026, and May 30, 2026.
(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million as of August 29, 2026, and May 30, 2026.
Other indefinite-lived assets included in the Condensed Consolidated Balance Sheets consist of the following:
(In millions)
Indefinite-lived Intangible Assets
May 30, 2026
$
435.3
Foreign currency translation adjustments
( 0.7 )
August 29, 2026
$
434.6
Goodwill
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.
Indefinite-Lived Intangibles
The Company evaluates indefinite-lived trade name intangible assets for impairment annually. The Company also tests for impairment 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.
Although annual impairment testing for goodwill and indefinite-lived intangible assets is performed during the fourth quarter, the Company evaluates these assets for potential triggering events during each interim reporting period. As disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended May 30, 2026, the International Contract, Global Retail and Coverings reporting units and the Knoll and Muuto trade name assets had relatively limited excess of fair value over carrying value in the Company's annual impairment assessments. During the three months ended August 29, 2026, the Company assessed all reporting units and trade name assets for potential triggering events and concluded that no interim goodwill or indefinite-lived intangible impairment testing was required.
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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. 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 29, 2026
August 30, 2025
Numerator :
Net earnings attributable to MillerKnoll, Inc. - in millions
$
26.6
$
20.2
Denominator :
Weighted-average common shares outstanding - basic
69,288,857
68,519,141
Potentially dilutive shares resulting from stock plans
751,749
675,365
Weighted-average common shares outstanding - diluted
70,040,606
69,194,506
Earnings per share attributable to MillerKnoll, Inc. - basic
$
0.38
$
0.29
Earnings per share attributable to MillerKnoll, Inc. - diluted
$
0.38
$
0.29
Anti-dilutive share based awards excluded from the computation of diluted earnings per share
1,974,981
4,318,305
8. Stock-Based Compensation
The following table summarizes the stock-based compensation expense and related income tax effect for the periods indicated:
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Stock-based compensation expense
$
8.1
$
9.3
Related income tax effect
$
2.0
$
2.3
Certain of the Company's 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. Stock-based compensation expense is recorded within Selling, general and administrative expenses on the Condensed Consolidated Statements of Comprehensive Income (Loss).
9. Income Taxes
The Company's process for determining the provision for income taxes for the three months ended August 29, 2026, 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 21.5 % and 26.5 %, respectively, for the three month periods ended August 29, 2026, and August 30, 2025. The year over year change in the effective tax rate for the three months ended August 29, 2026, resulted from the current quarter reflecting favorable discrete impacts from the vesting of stock compensation versus the unfavorable impact in the prior year, as well as favorable impacts from foreign tax credits and export incentives.
For the three months ended August 29, 2026, the effective tax rate is higher than the United States federal statutory rate due to state and local income taxes and the mix of earnings in foreign jurisdictions, partially offset by research and development tax credits. For the three months ended August 30, 2025, the effective tax rate is higher than the United States federal statutory rate due to unfavorable discrete impacts from the vesting of stock compensation.
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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 29, 2026 and August 30, 2025.
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 total debt is as follows for the periods indicated:
(In millions)
August 29, 2026
May 30, 2026
Carrying value
$
1,307.4
$
1,294.6
Fair value
$
1,317.5
$
1,294.7
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 equity and fixed income 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 29, 2026, and May 30, 2026.
(In millions)
August 29, 2026
May 30, 2026
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
$
5.5
$
—
$
8.4
$
—
Other current assets:
Foreign currency forward contracts
—
0.4
—
0.5
Other noncurrent assets:
Deferred compensation plan
—
29.0
—
27.3
Total
$
5.5
$
29.4
$
8.4
$
27.8
Financial Liabilities
Other accrued liabilities:
Foreign currency forward contracts
$
—
$
0.5
$
—
$
0.7
Total
$
—
$
0.5
$
—
$
0.7
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.
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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 29, 2026, and May 30, 2026.
(In millions)
August 29, 2026
May 30, 2026
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
$
16.8
$
16.7
Total
$
16.8
$
16.7
Financial Liabilities
Interest rate swap agreement
Other liabilities
$
—
$
0.5
Total
$
—
$
0.5
The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Condensed Consolidated Statements of Comprehensive Income within Other expense (income), 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 Condensed 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 Condensed Consolidated Balance Sheets with changes in fair value recorded within the Condensed 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 Condensed Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other (income) expense, net, for both realized and unrealized gains and losses.
Interest Rate Swaps
The Company uses interest rate swap agreements designated as cash flow hedges to manage its exposure to variability in cash flows associated with variable-rate debt. The Company's interest rate swaps continue to qualify for cash flow hedge accounting as of August 29, 2026.
As of August 29, 2026, the Company had interest rate swap agreements with an aggregate notional amount outstanding of $ 1.15 billion, including a $ 200.0 million forward-starting swap that becomes effective on January 29, 2027.
(In millions)
Notional Amount
Forward Start Date
Termination Date
Effective Fixed Interest Rate
September 2016 Interest Rate Swap
$
150.0
January 3, 2018
January 3, 2028
1.910
%
June 2017 Interest Rate Swap
$
75.0
January 3, 2018
January 3, 2028
2.348
%
January 2022 Interest Rate Swap
$
575.0
January 31, 2022
January 29, 2027
1.650
%
March 2023 Interest Rate Swap
$
150.0
March 3, 2023
January 3, 2029
3.950
%
February 2026 Interest Rate Swap
$
200.0
January 29, 2027
January 31, 2030
3.380
%
As of August 29, 2026, the swaps above have effectively converted, or are expected to convert upon their respective effective dates, indebtedness up to the notional amounts from a SOFR-based floating interest rate plus applicable margin to an effective fixed interest rate plus applicable margin under the terms of the Credit Agreement.
14
The following table summarizes the effects of the interest rate swap agreements for the three months ended:
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Gain (loss) recognized in Other comprehensive income (loss) (effective portion)
$
0.2
$
( 5.8 )
Gain reclassified from Accumulated other comprehensive loss into earnings
$
3.8
$
5.4
No amounts were recognized in earnings as a result of hedge ineffectiveness during the three month periods ended August 29, 2026, and August 30, 2025. The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is approximately $ 11.2 million, net of tax the amount is $ 8.4 million.
Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 29, 2026, and August 30, 2025, are as follows:
(In millions)
August 29, 2026
August 30, 2025
Beginning Balance
$
63.3
$
59.3
Net income attributable to redeemable noncontrolling interests
1.0
0.9
Cumulative translation adjustments attributable to redeemable noncontrolling interests
( 0.1 )
1.0
Foreign currency translation adjustments
( 0.4 )
1.7
Ending Balance
$
63.8
$
62.9
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. 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 29, 2026
August 30, 2025
Accrual Balance — beginning
$
69.3
$
69.7
Accrual for warranty matters
7.4
7.2
Settlements and adjustments
( 7.1 )
( 7.1 )
Accrual Balance — ending
$
69.6
$
69.8
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 29, 2026, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 16.5 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 29, 2026, or May 30, 2026.
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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 29, 2026, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 11.7 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 with respect to these arrangements as of August 29, 2026, or May 30, 2026.
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.
12. Short-Term Borrowings and Long-Term Debt
Short-term borrowings and long-term debt as of August 29, 2026, and May 30, 2026, consisted of the following:
(In millions)
August 29, 2026
May 30, 2026
Syndicated revolving line of credit, due April 2030
$
311.5
$
309.2
Term Loan A, 5.4809 %, due April 2030
390.0
392.5
Term Loan B, 5.7309 %, due August 2032
545.9
547.3
Accounts Receivable Securitization Facility, 4.7584 % due September 2028
56.5
42.9
Supplier financing program
2.7
1.8
Finance lease liability
0.8
0.9
Total debt
$
1,307.4
$
1,294.6
Less: Unamortized discount and issuance costs
( 8.6 )
( 8.9 )
Less: Short-term borrowings and current portion of long-term debt
( 28.4 )
( 25.1 )
Long-term debt
$
1,270.4
$
1,260.6
The Company maintains a senior secured credit agreement consisting of a $ 725.0 million revolving credit facility maturing in April 2030, a Term Loan A facility maturing in April 2030, and a Term Loan B facility maturing in August 2032. 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 29, 2026, the Company made aggregate principal payments of $ 2.5 million and $ 1.4 million on Term Loan A and B, respectively. The Company was in compliance with all debt covenants as of August 29, 2026.
Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:
(In millions)
August 29, 2026
May 30, 2026
Syndicated revolving line of credit borrowing capacity
$
725.0
$
725.0
Less: Borrowings under the syndicated revolving line of credit
311.5
309.2
Less: Outstanding letters of credit
11.7
11.8
Available borrowings under the syndicated revolving line of credit
$
401.8
$
404.0
Accounts Receivable Securitization Facility
In September 2025, the Company entered into a three-year accounts receivable securitization facility (the "Facility"), scheduled to terminate September 2028, in the aggregate amount of up to $ 90.0 million. Under the terms of the Facility, the Company sells, on a revolving basis, certain accounts receivables to MillerKnoll Receivables LLC, a direct wholly-owned, bankruptcy-remote special purpose entity (the "SPE") of the Company that, in turn, uses the receivables to secure the borrowings, the proceeds of which will be used for general working capital purposes. The SPE is included in the Condensed Consolidated Financial Statements and therefore the accounts receivable owned by it are included in our Condensed Consolidated Balance
16
Sheets. However, the accounts receivable owned by the SPE are separate and distinct from our other assets and are not available to other creditors should the Company become insolvent. As of August 29, 2026, the SPE held $ 56.5 million of accounts receivable. The securitization is treated as a secured borrowing for accounting purposes. The outstanding balance as of August 29, 2026 is reported in Long-term debt in the Condensed Consolidated Balance Sheets.
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 29, 2026, and May 30, 2026, the liability related to the supplier financing program was $ 2.7 million and $ 1.8 million, respectively.
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 29, 2026, and August 30, 2025:
(In millions)
Cumulative Translation Adjustments
Pension and Other Post-retirement Benefit Plans
Interest Rate Swap Agreement
Accumulated Other Comprehensive Loss
Balance at May 30, 2026
$
( 51.0 )
$
( 30.7 )
$
12.4
$
( 69.3 )
Other comprehensive loss, net of tax before reclassifications
( 3.8 )
—
( 3.6 )
( 7.4 )
Reclassification from accumulated other comprehensive loss - Other, net
—
0.3
3.8
4.1
Tax expense
—
( 0.1 )
—
( 0.1 )
Net current period other comprehensive (loss) income
( 3.8 )
0.2
0.2
( 3.4 )
Balance at August 29, 2026
$
( 54.8 )
$
( 30.5 )
$
12.6
$
( 72.7 )
Balance at May 31, 2025
$
( 70.6 )
$
( 30.9 )
$
19.5
$
( 82.0 )
Other comprehensive income (loss), net of tax before reclassifications
18.4
—
( 11.2 )
7.2
Reclassification from accumulated other comprehensive loss - Other, net
—
0.1
5.4
5.5
Net current period other comprehensive income (loss)
18.4
0.1
( 5.8 )
12.7
Balance at August 30, 2025
$
( 52.2 )
$
( 30.8 )
$
13.7
$
( 69.3 )
14. Operating Segments
The Company has three reportable segments: North America Contract, International Contract and Global Retail. The Company's operating segments are determined based on the manner in which management organizes the business for making operating decisions and assessing performance
The North America Contract segment includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck, FilzFelt, Maharam, Edelman, and Knoll Textile brands.
The International Contract segment includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network in Europe, the Middle East, Africa, Asia-Pacific, and Latin America.
17
The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.
The Company also reports a "Corporate" category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker ("CODM") reviews results of the Company.
The Company's CODM is its Interim Chief Executive Officer, who is regularly provided the operating results of our reportable segments and reviews the actual operating results against forecasted figures for the purposes of monitoring and assessing performance, allocating capital, and making strategic and operational decisions.
The CODM uses Adjusted Operating Earnings (Loss) as the key operating metric to measure segment profit or loss, evaluate the performance of the segments, analyze variances of actual performance to forecasts, and make decisions regarding the allocation of resources. Segment Adjusted Operating Earnings (Loss) represents reported Operating Earnings adjusted for restructuring charges, amortization of Knoll purchased intangible assets, CEO transition costs, and other discrete items when incurred.
The Company's CODM does not review assets by segment to assess segment performance or allocate resources, nor is such information provided to the CODM. Accordingly, the Company does not present assets by segment.
The accounting policies for each of the operating segments are the same as those of the Company. Additionally, the Company employs a methodology for allocating corporate costs with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources. 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 regular ongoing business operations.
The following is a summary of certain key financial measures for the respective periods indicated:
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Net sales:
North America Contract
$
505.6
$
533.9
International Contract
156.8
167.5
Global Retail
261.0
254.3
Total
$
923.4
$
955.7
Refer to Note 3 of the Condensed Consolidated Financial Statements for further disaggregation of revenue by operating segment.
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Adjusted cost of sales (1) :
North America Contract
$
308.3
$
337.9
International Contract
99.8
108.3
Global Retail
129.5
141.4
(1) Adjusted cost of sales is defined as cost of sales excluding, when they occur, the impacts of restructuring charges.
18
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Adjusted operating expenses (1) :
North America Contract
$
143.4
$
134.9
International Contract
49.8
44.9
Global Retail
113.2
109.9
Corporate
13.7
18.3
(1) Adjusted operating expenses is defined as operating expenses excluding, when they occur, the impacts of restructuring charges, amortization of Knoll purchased intangibles and CEO transition costs.
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Adjusted operating earnings:
North America Contract
$
53.9
$
61.1
International Contract
7.2
14.3
Global Retail
18.3
3.0
Total segment adjusted operating earnings
$
79.4
$
78.4
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Reconciliation to net earnings:
Total segment adjusted operating earnings
$
79.4
$
78.4
Corporate adjusted operating loss
( 13.7 )
( 18.3 )
Total consolidated adjusted operating earnings
65.7
60.1
Net earnings attributable to redeemable noncontrolling interests
1.0
0.9
Net earnings (loss) from:
Income tax expense
7.6
7.6
Other expense, net
1.3
7.5
Interest and other investment income
( 0.9 )
( 1.1 )
Interest expense
16.2
18.4
Restructuring charges
6.5
0.5
Amortization of Knoll purchased intangibles
5.7
6.1
CEO transition costs
1.7
—
Net earnings attributable to MillerKnoll, Inc.
$
26.6
$
20.2
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
Depreciation and amortization:
North America Contract
$
20.0
$
20.8
International Contract
5.5
5.9
Global Retail
9.0
8.7
Total
$
34.5
$
35.4
Capital expenditures:
North America Contract
$
15.1
$
15.8
International Contract
4.9
4.5
Global Retail
12.5
10.4
Total
$
32.5
$
30.7
Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments. For that reason, it is impractical to disclose asset information on a segment basis.
19
15. Restructuring Expense
As part of its restructuring activities, the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These costs primarily include severance and employee-related costs associated with workforce reductions and certain facility exit costs associated with the facility consolidation initiatives.
The Company has also incurred restructuring-related costs that do not qualify as exit and disposal costs under U.S. GAAP. These costs primarily include professional fees, right-of-use asset impairment charges and accelerated depreciation of fixed assets.
Expenses associated with restructuring activities are recorded within Cost of sales or Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income.
Restructuring expenses recorded within Cost of sales totaled $ 0.5 million for the three months ended August 29, 2026. Amounts recorded within Restructuring expense, a component of Operating expenses, totaled $ 6.0 million for the three months ended August 29, 2026.
No restructuring expenses were recorded within Cost of sales for the three months ended August 30, 2025. Amounts recorded within Restructuring expense, a component of Operating expenses, totaled $ 0.5 million for the three months ended August 30, 2025.
Restructuring Activities
During the first quarter of fiscal year 2027, the Company initiated an action related to the 2027 restructuring plan ("2027 restructuring plan") to create operational efficiencies. The plan includes workforce reductions and costs associated with facility consolidation activities. Restructuring charges related to the 2027 restructuring plan totaled $ 6.5 million for the three months ended August 29, 2026.
During the first quarter of fiscal year 2026, the Company initiated an action related to the 2026 restructuring plan ("2026 restructuring plan") to improve operational efficiencies. The plan included workforce reductions and costs associated with facility consolidation activities. As part of the plan, the Company shortened the estimated useful lives of certain fixed assets, resulting in increased depreciation expense. Restructuring charges related to the 2026 restructuring plan totaled $ 13.5 million for the year ended May 30, 2026, including $ 4.7 million of accelerated depreciation expense. The restructuring plan was complete in fiscal 2026 and no future costs related to this plan are expected.
The following table summarizes changes in the restructuring liability that qualifies as exit and disposal costs under U.S. GAAP, including severance and employee-related costs and exit and disposal activities, related to the 2027 restructuring plan and the 2026 restructuring plan for the three months ended August 29, 2026:
2027 Restructuring Plan
2026 Restructuring Plan
(In millions)
Severance and Employee Related
Exit and Disposal Activities
Other Restructuring Costs
Total
Severance and Employee Related
May 30, 2026
$
—
$
—
$
—
$
—
$
5.5
Restructuring Costs
3.1
1.3
2.1
6.5
—
Amounts Paid
( 1.2 )
( 0.6 )
—
( 1.8 )
( 2.4 )
Non-Cash Costs
—
—
( 1.8 )
( 1.8 )
—
August 29, 2026
$
1.9
$
0.7
$
0.3
$
2.9
$
3.1
The Company expects the remaining liability associated with the 2026 restructuring plan as of August 29, 2026 to be substantially paid during fiscal 2027.
20
The following is a summary of restructuring costs by segment for the periods indicated:
Three Months Ended
(In millions)
August 29, 2026
August 30, 2025
North America Contract
$
3.0
$
0.5
International Contract
2.8
—
Global Retail
0.7
—
Total
$
6.5
$
0.5
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 notes receivable was $ 5.8 million and $ 6.9 million as of August 29, 2026, and May 30, 2026, 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.