[10-K] MillerKnoll, Inc. Files Annual Report
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Nova Minerals Limited (NVA) filed a Form 6-K detailing the completion of its U.S. initial public offering of American Depositary Shares (ADS).
- The company entered an underwriting agreement on 14 Jul 2025 with ThinkEquity to sell 1,200,000 ADS (1 ADS = 60 ordinary shares) at $9.25 per ADS, generating gross proceeds of $11.1 million.
- Underwriters received a 45-day option for up to 120,000 additional ADSs. They partially exercised the option on 17 Jul 2025, purchasing 108,400 ADS at the same price.
- Closing of the over-allotment occurred on 18 Jul 2025, lifting total gross proceeds to $12.21 million before underwriting discounts and offering expenses.
- The filing contains no information on use of proceeds, dilution magnitude or updated guidance.
The report is furnished, not filed, under the Exchange Act and is not incorporated by reference unless specifically stated in future filings.
Nova Minerals Limited (NVA) ha presentato un modulo 6-K che dettaglia il completamento della sua offerta pubblica iniziale negli Stati Uniti di American Depositary Shares (ADS).
- La società ha stipulato un accordo di sottoscrizione il 14 luglio 2025 con ThinkEquity per vendere 1.200.000 ADS (1 ADS = 60 azioni ordinarie) al prezzo di 9,25 $ per ADS, generando proventi lordi di 11,1 milioni di dollari.
- I sottoscrittori hanno ricevuto un'opzione di 45 giorni per un massimo di 120.000 ADS aggiuntive. Hanno esercitato parzialmente l'opzione il 17 luglio 2025, acquistando 108.400 ADS allo stesso prezzo.
- La chiusura dell'over-allotment è avvenuta il 18 luglio 2025, portando i proventi lordi totali a 12,21 milioni di dollari prima di sconti di sottoscrizione e spese dell'offerta.
- Il documento non contiene informazioni sull'utilizzo dei proventi, sull'entità della diluizione o su aggiornamenti delle previsioni.
Il rapporto è fornito, non depositato, ai sensi dell'Exchange Act e non è incorporato per riferimento salvo diversa indicazione in futuri documenti.
Nova Minerals Limited (NVA) presentó un Formulario 6-K que detalla la finalización de su oferta pública inicial en EE.UU. de American Depositary Shares (ADS).
- La compañía firmó un acuerdo de suscripción el 14 de julio de 2025 con ThinkEquity para vender 1.200.000 ADS (1 ADS = 60 acciones ordinarias) a $9.25 por ADS, generando ingresos brutos de $11.1 millones.
- Los suscriptores recibieron una opción de 45 días para hasta 120.000 ADS adicionales. Ejercieron parcialmente la opción el 17 de julio de 2025, comprando 108.400 ADS al mismo precio.
- El cierre del sobreasignación ocurrió el 18 de julio de 2025, elevando los ingresos brutos totales a $12.21 millones antes de descuentos por suscripción y gastos de la oferta.
- El informe no contiene información sobre el uso de los ingresos, magnitud de la dilución ni actualización de las proyecciones.
El reporte se proporciona, no se presenta, bajo la Exchange Act y no se incorpora por referencia a menos que se indique específicamente en futuras presentaciones.
Nova Minerals Limited (NVA)는 미국에서의 American Depositary Shares(ADS) 초기 공개 모집 완료를 상세히 설명하는 Form 6-K를 제출했습니다.
- 회사는 2025년 7월 14일 ThinkEquity와 1,200,000 ADS(1 ADS = 60 보통주)를 ADS당 $9.25에 판매하는 인수 계약을 체결하여 총 $11.1백만의 총수익을 창출했습니다.
- 인수인은 최대 120,000 ADS 추가 인수 옵션을 45일간 보유했으며, 2025년 7월 17일에 이 옵션을 부분 행사하여 동일한 가격에 108,400 ADS를 매입했습니다.
- 초과배정 청약 마감은 2025년 7월 18일에 이루어졌으며, 인수 수수료 및 공모 비용 차감 전 총수익이 $12.21백만으로 증가했습니다.
- 신고서에는 수익 사용, 희석 규모 또는 최신 지침에 대한 정보가 포함되어 있지 않습니다.
이 보고서는 증권거래법(Exchange Act)에 따라 제출된 것이 아니라 제공된 것이며, 향후 제출 문서에 명시되지 않는 한 참조로 포함되지 않습니다.
Nova Minerals Limited (NVA) a déposé un formulaire 6-K détaillant l'achèvement de son introduction en bourse initiale aux États-Unis d'American Depositary Shares (ADS).
- La société a conclu un accord de souscription le 14 juillet 2025 avec ThinkEquity pour vendre 1 200 000 ADS (1 ADS = 60 actions ordinaires) au prix de 9,25 $ par ADS, générant un produit brut de 11,1 millions de dollars.
- Les souscripteurs ont reçu une option de 45 jours pour jusqu'à 120 000 ADS supplémentaires. Ils ont partiellement exercé cette option le 17 juillet 2025, achetant 108 400 ADS au même prix.
- La clôture de la surallocation a eu lieu le 18 juillet 2025, portant le produit brut total à 12,21 millions de dollars avant décotes de souscription et frais d'offre.
- Le dépôt ne contient aucune information sur l'utilisation des fonds, l'ampleur de la dilution ou des prévisions mises à jour.
Le rapport est fourni, non déposé, en vertu de la loi sur les échanges (Exchange Act) et n'est pas incorporé par référence sauf indication contraire dans des dépôts futurs.
Nova Minerals Limited (NVA) hat ein Formular 6-K eingereicht, das den Abschluss ihres US-amerikanischen Börsengangs von American Depositary Shares (ADS) beschreibt.
- Das Unternehmen schloss am 14. Juli 2025 einen Zeichnungsvereinbarung mit ThinkEquity ab, um 1.200.000 ADS (1 ADS = 60 Stammaktien) zu je 9,25 $ zu verkaufen und erzielte damit Bruttoerlöse von 11,1 Millionen $.
- Die Underwriter erhielten eine 45-tägige Option auf bis zu 120.000 zusätzliche ADS. Diese Option wurde am 17. Juli 2025 teilweise ausgeübt, indem 108.400 ADS zum gleichen Preis erworben wurden.
- Der Abschluss der Mehrzuteilung erfolgte am 18. Juli 2025, wodurch sich die Bruttoerlöse vor Underwriter-Rabatten und Angebotskosten auf 12,21 Millionen $ erhöhten.
- Die Einreichung enthält keine Angaben zur Verwendung der Erlöse, zur Höhe der Verwässerung oder zu aktualisierten Prognosen.
Der Bericht wird im Rahmen des Exchange Act bereitgestellt, nicht eingereicht, und wird nicht durch Verweis einbezogen, es sei denn, dies wird in zukünftigen Einreichungen ausdrücklich angegeben.
Positive
- $12.21 million gross proceeds increase cash reserves without adding debt
- Successful partial over-allotment exercise signals investor demand for the ADS offering
Negative
- Issuance of 1.31 million new ADSs (including over-allotment) creates equity dilution
- Filing provides no detail on use of proceeds, limiting visibility into strategic impact
Insights
TL;DR: $12.2 M raise boosts liquidity but dilutes equity; impact neutral until use of proceeds clarified.
The offering strengthens Nova Minerals’ cash position, potentially funding exploration or development without incurring debt. However, issuing 1.31 million new ADSs (incl. partial over-allotment) increases share count and may weigh on per-share metrics. With no disclosed allocation of funds or updated business plan, investors cannot yet gauge accretion. Overall, the transaction is a standard capital raise with limited immediate valuation impact.
TL;DR: Fresh capital supports project advancement; modestly positive for long-term asset development.
For junior miners, access to equity markets is critical. Securing U.S. investors at $9.25 per ADS validates market interest and provides resources to progress the Estelle Gold Project. While dilution is inherent, raising funds during a challenging commodity cycle is constructive and may shorten time to feasibility studies if proceeds are deployed efficiently.
Nova Minerals Limited (NVA) ha presentato un modulo 6-K che dettaglia il completamento della sua offerta pubblica iniziale negli Stati Uniti di American Depositary Shares (ADS).
- La società ha stipulato un accordo di sottoscrizione il 14 luglio 2025 con ThinkEquity per vendere 1.200.000 ADS (1 ADS = 60 azioni ordinarie) al prezzo di 9,25 $ per ADS, generando proventi lordi di 11,1 milioni di dollari.
- I sottoscrittori hanno ricevuto un'opzione di 45 giorni per un massimo di 120.000 ADS aggiuntive. Hanno esercitato parzialmente l'opzione il 17 luglio 2025, acquistando 108.400 ADS allo stesso prezzo.
- La chiusura dell'over-allotment è avvenuta il 18 luglio 2025, portando i proventi lordi totali a 12,21 milioni di dollari prima di sconti di sottoscrizione e spese dell'offerta.
- Il documento non contiene informazioni sull'utilizzo dei proventi, sull'entità della diluizione o su aggiornamenti delle previsioni.
Il rapporto è fornito, non depositato, ai sensi dell'Exchange Act e non è incorporato per riferimento salvo diversa indicazione in futuri documenti.
Nova Minerals Limited (NVA) presentó un Formulario 6-K que detalla la finalización de su oferta pública inicial en EE.UU. de American Depositary Shares (ADS).
- La compañía firmó un acuerdo de suscripción el 14 de julio de 2025 con ThinkEquity para vender 1.200.000 ADS (1 ADS = 60 acciones ordinarias) a $9.25 por ADS, generando ingresos brutos de $11.1 millones.
- Los suscriptores recibieron una opción de 45 días para hasta 120.000 ADS adicionales. Ejercieron parcialmente la opción el 17 de julio de 2025, comprando 108.400 ADS al mismo precio.
- El cierre del sobreasignación ocurrió el 18 de julio de 2025, elevando los ingresos brutos totales a $12.21 millones antes de descuentos por suscripción y gastos de la oferta.
- El informe no contiene información sobre el uso de los ingresos, magnitud de la dilución ni actualización de las proyecciones.
El reporte se proporciona, no se presenta, bajo la Exchange Act y no se incorpora por referencia a menos que se indique específicamente en futuras presentaciones.
Nova Minerals Limited (NVA)는 미국에서의 American Depositary Shares(ADS) 초기 공개 모집 완료를 상세히 설명하는 Form 6-K를 제출했습니다.
- 회사는 2025년 7월 14일 ThinkEquity와 1,200,000 ADS(1 ADS = 60 보통주)를 ADS당 $9.25에 판매하는 인수 계약을 체결하여 총 $11.1백만의 총수익을 창출했습니다.
- 인수인은 최대 120,000 ADS 추가 인수 옵션을 45일간 보유했으며, 2025년 7월 17일에 이 옵션을 부분 행사하여 동일한 가격에 108,400 ADS를 매입했습니다.
- 초과배정 청약 마감은 2025년 7월 18일에 이루어졌으며, 인수 수수료 및 공모 비용 차감 전 총수익이 $12.21백만으로 증가했습니다.
- 신고서에는 수익 사용, 희석 규모 또는 최신 지침에 대한 정보가 포함되어 있지 않습니다.
이 보고서는 증권거래법(Exchange Act)에 따라 제출된 것이 아니라 제공된 것이며, 향후 제출 문서에 명시되지 않는 한 참조로 포함되지 않습니다.
Nova Minerals Limited (NVA) a déposé un formulaire 6-K détaillant l'achèvement de son introduction en bourse initiale aux États-Unis d'American Depositary Shares (ADS).
- La société a conclu un accord de souscription le 14 juillet 2025 avec ThinkEquity pour vendre 1 200 000 ADS (1 ADS = 60 actions ordinaires) au prix de 9,25 $ par ADS, générant un produit brut de 11,1 millions de dollars.
- Les souscripteurs ont reçu une option de 45 jours pour jusqu'à 120 000 ADS supplémentaires. Ils ont partiellement exercé cette option le 17 juillet 2025, achetant 108 400 ADS au même prix.
- La clôture de la surallocation a eu lieu le 18 juillet 2025, portant le produit brut total à 12,21 millions de dollars avant décotes de souscription et frais d'offre.
- Le dépôt ne contient aucune information sur l'utilisation des fonds, l'ampleur de la dilution ou des prévisions mises à jour.
Le rapport est fourni, non déposé, en vertu de la loi sur les échanges (Exchange Act) et n'est pas incorporé par référence sauf indication contraire dans des dépôts futurs.
Nova Minerals Limited (NVA) hat ein Formular 6-K eingereicht, das den Abschluss ihres US-amerikanischen Börsengangs von American Depositary Shares (ADS) beschreibt.
- Das Unternehmen schloss am 14. Juli 2025 einen Zeichnungsvereinbarung mit ThinkEquity ab, um 1.200.000 ADS (1 ADS = 60 Stammaktien) zu je 9,25 $ zu verkaufen und erzielte damit Bruttoerlöse von 11,1 Millionen $.
- Die Underwriter erhielten eine 45-tägige Option auf bis zu 120.000 zusätzliche ADS. Diese Option wurde am 17. Juli 2025 teilweise ausgeübt, indem 108.400 ADS zum gleichen Preis erworben wurden.
- Der Abschluss der Mehrzuteilung erfolgte am 18. Juli 2025, wodurch sich die Bruttoerlöse vor Underwriter-Rabatten und Angebotskosten auf 12,21 Millionen $ erhöhten.
- Die Einreichung enthält keine Angaben zur Verwendung der Erlöse, zur Höhe der Verwässerung oder zu aktualisierten Prognosen.
Der Bericht wird im Rahmen des Exchange Act bereitgestellt, nicht eingereicht, und wird nicht durch Verweis einbezogen, es sei denn, dies wird in zukünftigen Einreichungen ausdrücklich angegeben.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended May 31 , 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-15141
__________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
(616 ) 654-3000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | o | Non-accelerated filer | o | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by “nonaffiliates” of the registrant (for this purpose only, the affiliates of the registrant have been assumed to be the executive officers and directors of the registrant and their associates) as of November 29, 2024, was $1.7 billion (based on $25.14 per share which was the closing sale price as reported by Nasdaq). As of July 18, 2025, the registrant had 67,806,605 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
MillerKnoll, Inc.
Annual Report on Form 10-K
Table of Contents
| Page No. | |||||
| Part I | |||||
| Item 1 Business | 2 | ||||
| Item 1A Risk Factors | 6 | ||||
| Item 1B Unresolved Staff Comments | 12 | ||||
| Item 1C Cybersecurity | 12 | ||||
| Item 2 Properties | 15 | ||||
| Item 3 Legal Proceedings | 15 | ||||
| Additional Item: Executive Officers of the Registrant | 15 | ||||
| Item 4 Mine Safety Disclosures | 16 | ||||
| Part II | |||||
| Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 17 | ||||
| Item 6 [Reserved] | 19 | ||||
| Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||
| Item 7A Quantitative and Qualitative Disclosures about Market Risk | 43 | ||||
| Item 8 Financial Statements and Supplementary Data | 46 | ||||
| Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 95 | ||||
| Item 9A Controls and Procedures | 95 | ||||
| Item 9B Other Information | 95 | ||||
| Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 95 | ||||
| Part III | |||||
| Item 10 Directors, Executive Officers, and Corporate Governance | 96 | ||||
| Item 11 Executive Compensation | 96 | ||||
| Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 96 | ||||
| Item 13 Certain Relationships and Related Transactions, and Director Independence | 97 | ||||
| Item 14 Principal Accountant Fees and Services | 97 | ||||
| Part IV | |||||
| Item 15 Exhibits and Financial Statement Schedule | 98 | ||||
| Exhibit Index | 99 | ||||
| Schedule II Valuation and Qualifying Accounts | 102 | ||||
| Item 16 Form 10-K Summary | 102 | ||||
| Signatures | 103 | ||||
PART I
Item 1 Business
Overview
MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.
The Company researches, designs, manufactures and distributes interior furnishings for use in various environments including residential, office, healthcare and educational settings, and provides related services that support organizations and individuals all over the world. The Company’s products are sold primarily through the following channels: independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.
Powering the world's most dynamic design brands, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders, DatesWeiser, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. MillerKnoll's corporate offices are located at 855 East Main Avenue, PO Box 302, Zeeland, Michigan, 49464-0302 and its telephone number is 616 654 3000. Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc. and its controlled subsidiaries. Further information relating to principles of consolidation is provided in Note 1 to the Consolidated Financial Statements included in Item 8 of this report.
2
Segments
The Company has three reportable segments: North America Contract, International Contract, and Global Retail. The Company also reports a corporate category consisting primarily of unallocated corporate expenses. For a more detailed description of the Company's segments, refer to Item 7 of this report.
Financial information relating to segments is provided in Note 13 to the Consolidated Financial Statements included in Item 8 of this report.
Description of Business
MillerKnoll is a global leader of design. Our brands have led conversations on design for over 100 years, and we continue to drive our industry forward with visionary thinking and a purposeful approach. The Company's principal business consists of the research, design, manufacture, selling and distribution of seating products, furniture systems, other freestanding furniture elements, textiles, leather, felt, home furnishings and related services.
The Company's ingenuity and design excellence create award-winning products and services, which have made the Company a leader in the design and development of furniture, furniture systems, textiles, leather, felt and related technology and acoustical solutions. This leadership is exemplified by the innovative concepts introduced by the Company in its broad array of product offerings.
The Company's furniture systems, seating, freestanding furniture, storage, casegoods, textile products, leather, felt, acoustic products and related services are used in (1) institutional environments including offices and related conference, lobby, and lounge areas and general public areas including transportation terminals; (2) health/science environments including hospitals, clinics and other healthcare facilities; (3) industrial and educational settings; and (4) residential and other environments.
The Company's products are marketed worldwide by its own sales staff, independent dealers and retailers, via its eCommerce websites, and through its owned Herman Miller, Design Within Reach ("DWR"), HAY, Knoll, and Muuto retail stores and studios. Salespeople work with dealers, the architecture and design community, and directly with end-users. Independent dealerships concentrate on the sale of MillerKnoll products and some complementary product lines of other manufacturers. It is estimated that approximately 53.7% of the Company's sales in the fiscal year ended May 31, 2025, were made directly through independent dealers. The remaining sales were made directly to end-users, including federal, state and local governments and several business organizations by the Company's own sales staff, retail channels, or to independent retailers.
The Company is a recognized leader within its industry for the use, development, and integration of customer-centered technologies that enhance the reliability, speed, and efficiency of our customers' operations. This includes proprietary sales tools, interior design and product specification software, order entry and manufacturing scheduling and production systems, and direct connectivity to the Company's suppliers.
Raw Materials
The Company's manufacturing materials are available from a number of sources within North America, South America, Europe and Asia. The costs of certain direct materials used in the Company's manufacturing and assembly operations are sensitive to shifts in commodity market prices. In particular, the costs of steel, plastic, aluminum components and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber and resins. Increases in the market prices for these commodities can have an adverse impact on the Company's profitability. Further information regarding the impact of direct material costs on the Company's financial results is provided in Management's Discussion and Analysis in Item 7 of this report, "Management's Discussion and Analysis of Financial Condition and Results of Operations”.
Patents and Trademarks
The Company believes its intellectual property rights are an important component supporting the long-term success of its brands and its competitive position, and it strategically applies for, registers, and maintains its intellectual property rights in the United States and a number of foreign countries where such protection is available. These rights include patent, trademark, copyright and trade secrets, among other proprietary rights. The Company also maintains a robust intellectual property enforcement program to protect its intellectual property rights against third party infringements.
3
The Company and its subsidiaries hold many active utility and design patents in the United States as well as in a number of foreign countries. The Company has also registered various trademarks, including the name and stylized “Herman Miller” trademark, the “Herman Miller Circled Symbolic M” trademark, and the name and stylized “Knoll” trademark in the United States and many foreign countries, which it considers to be among its most valuable intellectual property rights.
The Company considers the following trademarks and any stylized depictions of its word marks to be among its most important trademarks for distinguishing the Company, its subsidiaries and its goods from those of others: MillerKnoll, Herman Miller®, Knoll®, Maharam®, Geiger®, Design Within Reach®, DWR®, HAY®, NaughtOne®, Colebrook Bosson Saunders, Nemschoff®, Holly Hunt®, Vladimir Kagan®, Muuto®, FilzFelt®, Edelman®, Spinneybeck®, DatesWeiser, the Herman Miller “Circled Symbolic M” logo, Aeron®, Mirra®, Embody®, Setu®, Sayl®, Cosm®, Caper®, Eames®, KnollExtra®, Knoll Luxe®, KnollStudio®, KnollTextiles®, Remix®, Dividends®, Generation by Knoll®, Regeneration by Knoll®, MultiGeneration by Knoll®, Barcelona®, and Womb®, as well as trademark registrations and common law trade dress rights for the Company’s product designs such as the Eames® Lounge Chair and Ottoman, the Barcelona® lounge chair, the Womb® chair, the Nelson Platform bench, the Aeron® chair, the Embody® chairs, and many others.
Customer Base
The Company approximates that no single independent dealer accounted for more than 3% of the Company's net sales in the fiscal year ended May 31, 2025. The Company estimates that the largest customer contract accounted for $197.4 million, $180.3 million and $174.9 million of the Company's net sales in fiscal 2025, 2024, and 2023, respectively. This represents approximately 5% of the Company's net sales in fiscal 2025, 5% in fiscal 2024, and 4% in fiscal 2023. The Company's ten largest customers in the aggregate accounted for approximately 18% of net sales in fiscal 2025, 16% in fiscal 2024, and 14% in fiscal 2023.
Backlog of Unfilled Orders
As of May 31, 2025, the Company's backlog of unfilled orders was $761.3 million. At June 1, 2024, the Company's backlog totaled $683.6 million. It is expected that substantially all of the orders forming the backlog at May 31, 2025, will be filled during the next fiscal year. Many orders received by the Company are reflected in the backlog for only a short period while other orders request extended delivery dates and are carried in the backlog for up to one year. Accordingly, the backlog at any particular time does not necessarily indicate the level of net sales for a particular succeeding period.
Government Contracts
Other than standard provisions contained in contracts with the United States Government, the Company does not believe that any significant portion of its business is subject to material renegotiation of profits or termination of contracts or subcontracts at the election of government entities. The Company sells to the U.S. Government both through General Services Administration ("GSA") Multiple Award Schedule Contracts and through competitive bids. The GSA Multiple Award Schedule Contract pricing is principally based upon the Company's commercial price list in effect when the contract is initiated, rather than being determined on a cost-plus-basis. The Company is required to receive GSA approval to apply list price increases during the term of the Multiple Award Schedule Contract period.
Competition
All aspects of the Company's business are highly competitive. The Company competes largely on design, product and service quality, speed of delivery and product pricing. Although the Company is one of the largest furniture manufacturers in the world, it competes with manufacturers that have significant resources and sales as well as many smaller companies. The Company's most significant competitors are Haworth, HNI Corporation, and Steelcase Inc.
The Company also competes in the home furnishings industry, primarily against national, regional and independent home furnishings retailers who market high-craft furniture to end-user customers and the interior design community. These competitors include companies such as Arhaus, Inc., Crate & Barrel Holdings, Inc., RH, Room & Board, Inc., Wayfair Inc., and Williams-Sonoma, Inc. In this market, the Company competes primarily on design, product and service quality, speed of delivery and product pricing.
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Research, Design and Development
The Company believes it draws great competitive strength from its research, design and development programs. Through research, the Company seeks to understand, define and clarify customer needs and problems. The Company designs innovative products and services that address customer needs and solve their problems. The Company uses both internal and independent research and design resources. Exclusive of royalty payments, the Company spent approximately $60.7 million, $62.0 million, and $67.6 million on design and research activities in fiscal 2025, 2024 and 2023, respectively. Generally, royalties are paid to designers of the Company's products as the products are sold and are included in the Design and research line item within the Consolidated Statements of Comprehensive Income.
Environmental Matters
The Company believes that a business must stand for more than just its products and services and the Company's people around the globe share a commitment to using business as a force for good.
Increased focus by U.S. and overseas governmental authorities on environmental matters is likely to lead to new governmental initiatives, particularly in the area of climate change. While we cannot predict the precise nature of these initiatives, we expect that they may impact our business both directly and indirectly. Although the impact would likely vary by world region and/or market, we believe that adoption of new regulations and execution of the Company's sustainability strategy have increased, and are expected to continue to increase costs for the Company. Also, there is a possibility that governmental initiatives, or actual or perceived effects of changes in weather patterns, climate, or water resources could have a direct impact on the operations of the Company in ways which we cannot predict at this time.
The Company monitors developments related to environmental matters and plans to respond to governmental initiatives in a timely and appropriate manner. The Company is focused on operating its global footprint with minimal impact on the environment and designing products with materials and processes that minimize impact on the planet.
Human Resources
The Company considers its employees to be amongst its competitive strengths. The Company has a focus on individual employee participation and incentives, believing that this emphasis has helped attract and retain a competent and engaged workforce. The Company's human resources group provides employee recruitment, education and development, as well as compensation planning and counseling. There have been no work stoppages or labor disputes in the Company's history. As of May 31, 2025, approximately 2% of the Company's employees are covered by collective bargaining agreements, most of whom are employees located in the United Kingdom, Italy, and Brazil.
As of May 31, 2025, the Company had approximately 10,382 employees. In addition to its employee workforce, the Company uses temporary labor to meet fluctuating demand in its manufacturing operations.
Community and Belonging
At MillerKnoll, we value being better together. We believe that our unique differences contribute to our collective success. We also respect that when we come together, we find more attributes that we share in common. We are committed to creating opportunities for all people. This includes, but is not limited to, those who come from diverse cultural and ethnic backgrounds, from locations around the globe, people with differing abilities, those from military backgrounds, as well as those who have long tenure with the Company or may be reentering the workforce for a variety of reasons. We are committed to ensuring we support a culture of belonging to ensure all individuals thrive. We believe that embracing varied perspectives contributes to an inclusive workplace and strengthens the communities where we live and work.
We continue to build belonging into our everyday practices by focusing on:
•An ongoing commitment to educate ourselves and integrate cultural competency across the organization;
•Driving a sense of belonging. We want to honor each individual employee as a valued member of our community, and ensure they feel fully seen, heard, understood and to feel connected to MillerKnoll in meaningful ways that matter to each person;
•Recruiting, developing, retaining, and promoting talent through concerted efforts that drive better results and mirror the global population.
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Compensation
The Company's policy is to competitively compensate all employees for their contributions and to appropriately reward and motivate employees to deliver our business goals. We do this, in part, by closely monitoring and benchmarking compensation matters and working to ensure that our programs provide our employees with the right features to provide for their families and prepare for retirement. We provide competitive health and welfare benefits and retirement savings plans. Retention of our talent is exceedingly important and drives how we design our programs.
International Operations
The Company's sales in international markets are made primarily to office and institutional customers as well as residential retail customers. The Company conducts business in the following major international markets: Canada, Europe, the Middle East, Africa, Latin America and the Asia Pacific region.
The Company's products currently sold in international markets are manufactured primarily by controlled subsidiaries in the United States, the United Kingdom, Italy, Canada, China, Brazil, Mexico and India. A portion of the Company's products sold internationally are also manufactured by third-party suppliers. Sales are made through wholly owned subsidiaries or branches in Canada, the United Kingdom, Italy, France, Denmark, the Netherlands, Mexico, Australia, Singapore, Japan, China (including Hong Kong), India and Brazil. The Company's products are offered in Canada, Europe, the Middle East, Africa, Latin America and the Asia Pacific region primarily through independent dealer and retail channels.
Additional information with respect to operations by geographic area appears in Note 2 of the Consolidated Financial Statements included in Item 8 of this report. Fluctuating exchange rates and factors beyond the control of the Company, such as tariff and foreign economic policies, may affect future results of international operations. Refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for further discussion regarding the Company's foreign exchange risk.
Available Information
The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the “Investors” section of the Company's website at www.millerknoll.com, as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). The Company's filings with the SEC are also available for the public to read via the SEC's website at www.sec.gov.
Item 1A Risk Factors
The following risk factors and other information included in this report should be carefully considered. The risks and uncertainties described below are not the only ones we face; others, either unforeseen or currently deemed not material, may also have a negative impact on our Company. If any of the following occurs, our business, operating results, cash flows, and financial condition could be materially adversely affected.
Business Related Risks
We may not be successful in implementing and managing our growth strategy.
We have established a growth strategy for the business based on a changing and evolving world. Through this strategy, we are focused on taking advantage of the changing composition of the office floor plate, the greater desire for customization from our customers, new technologies, and trends towards urbanization and working from home.
While we have confidence that our strategic plan reflects opportunities that are appropriate and achievable, and that we have anticipated and will manage the associated risks, there is the possibility that the strategy may not deliver the projected results due to inadequate execution, incorrect assumptions, sub-optimal resource allocation, or changing customer requirements.
To meet our goals, we believe we will be required to continually invest in the research, design, and development of new products and services, and there is no assurance that such investments will have commercially successful results.
Certain growth opportunities may require us to invest in acquisitions, alliances, and the startup of new business ventures. These investments, if available, may not perform according to plan and may involve the assumption of business, operational, or other risks that are new to our business.
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Future efforts to expand our business may impact our ability to compete for business. It may also put the availability and/or value of our capital investments within these regions at risk. These expansion efforts expose us to operating environments with complex, changing, and in some cases, inconsistently-applied legal and regulatory requirements. Developing knowledge and understanding of these requirements poses a significant challenge, and failure to remain compliant with them could limit our ability to continue doing business in these locations.
Pursuing our strategic plan in new and adjacent markets, as well as within developing economies, will require us to find effective new channels of distribution. There is no assurance that we can identify or otherwise develop these channels of distribution.
In connection with the July 2021 acquisition of Knoll, we incurred significant additional indebtedness, which has increased our interest expense and could adversely affect us, including by decreasing our business flexibility.
The consolidated long-term debt of MillerKnoll as of May 31, 2025, was $1.31 billion. As a result of our acquisition of Knoll in July 2021, we substantially increased our indebtedness, which has increased our interest expense and could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. We have also incurred various costs and expenses associated with such indebtedness. The amount of cash required to pay interest on our increased indebtedness levels and thus the demands on our cash resources are greater than the amount of cash flows previously required to service our indebtedness. The increased levels of indebtedness will also reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages for MillerKnoll relative to other companies with lower debt levels.
The indebtedness incurred in connection with the acquisition of Knoll contains various covenants that impose restrictions on us that may affect our ability to operate our business. These include both affirmative and negative covenants that, subject to certain significant exceptions, restrict the ability of us and certain of our subsidiaries to, among other things, incur liens on our property, incur additional indebtedness, enter into sale and lease-back transactions, make loans, advances, or other investments, make non-ordinary course asset sales, declare or pay dividends, engage in share repurchases or make other distributions with respect to equity interests, and/or merge or consolidate with any other person or sell or convey certain assets to any one person. In addition, the definitive documentation governing such indebtedness contains a financial maintenance covenant that requires us to maintain a certain leverage ratio at the end of each fiscal quarter. Our ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations under such indebtedness.
In addition, we may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions, or other general corporate requirements. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. There is no assurance we will be able to obtain such additional financing on terms acceptable to us or at all.
Macroeconomic and Workplace Trends Related Risks
Adverse economic and industry conditions have had a negative impact on our business, results of operations and financial condition.
Customer demand within the contract furniture and retail furnishings industries is affected by various macroeconomic factors with general corporate profitability, service sector employment levels, new office construction rates, and existing office vacancy rates being among the most influential factors. Continued declines in these measures over recent years have had an adverse effect on overall furniture demand. Additionally, factors and changes specific to our industry, such as developments in technology, governmental standards and regulations, and health and safety issues, can influence demand.
The markets in which we operate are highly competitive and we may not be successful in winning new business.
We are one of several companies competing for new business within the furniture industry. Many of our competitors offer similar categories of products, including office seating, systems and freestanding furniture, casegoods, storage products, as well as residential, education and healthcare furniture solutions. Although we believe that our innovative product design, functionality, quality, depth of knowledge, and strong network of distribution partners differentiate us in the marketplace, increased market pricing pressure and other factors could make it difficult for us to win new business with certain customers and within certain market segments at acceptable profit margins.
The retail furnishings market is highly competitive. We compete with national and regional furniture retailers, mail order catalogs and online retailers focused on home furnishings. We compete with these and other retailers for customers, suitable
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retail locations, vendors, qualified employees and management personnel. Some of our competitors have significantly greater financial, marketing and other resources than we possess. This may result in these competitors being quicker at important metrics such as adapting to changes, devoting greater resources to the marketing and sale of their products, generating greater national brand recognition, or adopting more aggressive pricing and promotional policies, including free shipping offers. In addition, increased catalog mailings and/or digital marketing campaigns by our competitors may adversely affect response rates to our own marketing efforts. As a result, increased competition may adversely affect our future financial performance.
Our business presence outside the United States exposes us to certain risks that could negatively affect our results of operations and financial condition.
We have significant manufacturing and sales operations outside of the United States. Concerns exist relating to imposed and potential tariffs and customs regulations and the potential for short term logistics disruption as any such changes are implemented. This will impact both our suppliers and customers, including distributors, and could result in product delays and inventory issues. Further uncertainty in the marketplace also brings risk to accounts receivable and could result in delays in collection and greater bad debt expense. There also remains a risk for the value of the British Pound, Danish Krone, and/or the Euro to further deteriorate, reducing the purchasing power of customers in these regions and potentially undermining the financial health of the Company's suppliers and customers in other parts of the world.
We have manufacturing operations in the United Kingdom, China, India, Italy, Canada, Mexico and Brazil. Additionally, our products are sold internationally through controlled subsidiaries or branches in Canada, the United Kingdom, Denmark, Italy, Korea, Mexico, Australia, China (including Hong Kong), India, Brazil, and other European countries. The Company's products are offered in Canada, Europe, the Middle East, Africa, Latin America and the Asia/Pacific region primarily through dealers and retail channels.
Doing business internationally exposes us to certain risks, many of which are beyond our control and could potentially impact our ability to design, develop, manufacture, or sell products in certain countries. These factors include, without limitation, political, social, and economic conditions; global trade conflicts and trade policies; legal and regulatory requirements; labor and employment practices; cultural practices and norms; natural disasters; security and health concerns; protection of intellectual property; and changes in foreign currency exchange rates.
In some countries, the currencies in which we import and export products can differ. Fluctuations in the rate of exchange between these currencies could negatively impact our business and our financial performance. Additionally, tariff and import regulations, international tax policies and rates, and changes in U.S. and international monetary policies have had, and are expected to continue to have an adverse impact on results of operations and financial condition.
Current and potential future geopolitical tensions, including the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, have had and could continue to have a broader impact on the global markets in which we do business. An increase in these tensions could adversely affect our business and/or our supply chain, business partners or customers. Continued global conflicts are likely to further increase the cost of various supplies, particularly for petroleum based products. The impact from these conflicts, as well as any actual or potential associated international sanctions, cannot be predicted or anticipated with any reasonable degree of certainty, including the impact on the Company.
A sustained downturn in the economy could adversely impact our access to capital.
The disruptions in the global economic and financial markets during 2007 to 2009 adversely impacted the broader financial and credit markets, at times reducing the availability of debt and equity capital for the market as a whole. Conditions such as these could re-emerge in the future. Accordingly, our ability to access the capital markets could be restricted at a time when we would like, or need, to access those markets, which could have an adverse impact on our flexibility to react to changing economic and business conditions. The resulting lack of available credit, increased volatility in the financial markets and reduced business activity could materially and adversely affect our business, financial condition, results of operations, our ability to take advantage of market opportunities and our ability to obtain and manage our liquidity. In addition, the cost of debt financing and the proceeds of equity financing may be materially and adversely impacted by these market conditions. The extent of any impact would depend on several factors, including our operating cash flows, the duration of tight credit conditions and volatile equity markets, our credit capacity, the cost of financing, and other general economic and business conditions. Our credit agreements contain performance covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, and limits on subsidiary debt and incurrence of liens. Although we believe none of these covenants is currently restrictive to our operations, our ability to meet the financial covenants can be affected by events beyond our control.
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Changes in spending or budgetary policies of the U.S. Federal Government may materially adversely affect our business.
Sales to the U.S. federal government represented approximately 4% of total Company net sales in fiscal year 2025. On January 20, 2025, President Trump signed an executive order creating an advisory commission, the “Department of Government Efficiency,” to reform federal government processes and reduce expenditures. Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities and spending levels, have adversely affected and could continue to affect staffing levels and funding for government agencies that purchase our products.
Manufacturing, Supply Chain and Distribution Related Risks
We expect changes to U.S. trade policy, including new or increased tariffs and changing import/export regulations, to continue to adversely affect our operating results, and the impacts have been material. Although we have implemented a range of cost mitigation actions, there is risk that these actions will not be sufficient to fully mitigate increased costs or that regulations could further increase costs in the future.
Changes in U.S. or international social, political, regulatory or economic conditions or in laws and policies governing foreign trade, and any potential negative sentiment toward the U.S. as a result of such changes, have, and could continue to materially and adversely affect our business. The U.S. has instituted certain changes, and has proposed additional changes, in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., and other government regulations affecting trade between the U.S. and other countries (such as Canada, Mexico, China, and the European Union) where we conduct our business. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, have, and could further materially and adversely affect our financial performance.
The tariffs on imports, most notably imports from China, have impacted the cost of steel, a key commodity that we consume in producing products. Given the significance of steel costs to our direct materials costs, we closely monitor trade tensions between the U.S. and China. The potential impact to our direct material costs due to tariffs on Chinese imports is somewhat limited, however, as purchases of direct materials (mainly component parts and products manufactured by third parties) from China represented an estimated 3% of our consolidated cost of sales for fiscal 2025.
As a result of policy changes and government proposals, there may be greater restrictions and economic disincentives on international trade. The new tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods. Such changes both have had and have the potential to continue to adversely impact the U.S. economy, our industry and the global demand for our products, and as a result, have had a negative impact on our business, financial condition and results of operations. We have taken actions to mitigate these cost increases, including price increases and tariff surcharges. There is risk that these actions will not sufficiently offset the cost of tariffs and other trade policy actions.
Disruptions in the supply of raw and component materials could adversely affect our manufacturing and assembly operations.
We rely on outside suppliers to provide on-time shipments of the various raw materials and component parts used in our manufacturing and assembly processes. The timeliness of these deliveries is critical to our ability to meet customer demand. Disruptions in this flow of delivery may have a negative impact on our business, results of operations, and financial condition.
Increases in the market prices of manufacturing materials may negatively affect our profitability.
The costs of certain manufacturing materials used in our operations are sensitive to shifts in commodity market prices, including the impact of the U.S. and retaliatory tariffs. In particular, the costs of steel, plastic, aluminum components, and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber, and resins.
Disruptions within our dealer network could adversely affect our business.
Our ability to manage existing relationships within our network of independent dealers is crucial to our ongoing success. Although the loss of any single dealer would not have a material adverse effect on the overall business, our business within a given market could be negatively impacted by disruptions in our dealer network caused by the termination of commercial working relationships, ownership transitions, or dealer financial difficulties.
If dealers go out of business or restructure, we may suffer losses because they may not be able to pay for products already delivered to them. Also, dealers may experience financial difficulties, creating the need for outside financial support, which
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may not be easily obtained. The Company has, on occasion, agreed to provide direct financial assistance through term loans, lines of credit, and/or loan guarantees to certain dealers. Those activities increase our financial exposure.
A shortage of qualified labor could negatively affect our business and materially reduce earnings.
The future success of our operations depends on our ability, and the ability of third parties on which we rely, to identify, recruit, develop and retain qualified and talented individuals in order to supply and deliver our products. Any shortage of qualified labor could have a negative impact on our business. Employee recruitment, development and retention efforts that we or such third parties undertake may not be successful, which could result in a shortage of qualified individuals in future periods. Any such shortage could decrease our ability to effectively produce and meet customer demand. Such a shortage would also likely lead to higher wages for employees (or higher costs to purchase the services of such third parties) and a corresponding reduction in our results of operations.
Financial Related Risks
We are subject to risks associated with self-insurance related to health benefits.
We are self-insured for our health benefits and maintain per employee stop loss coverage; however, we retain the insurable risk at an aggregate level. Therefore unforeseen or catastrophic losses in excess of our insured limits could have a material adverse effect on the Company’s financial condition and operating results. See Note 1 of the Consolidated Financial Statements for information regarding the Company’s retention level.
Goodwill and indefinite-lived intangible asset impairment charges may adversely affect our operating results.
We have a substantial amount of goodwill and indefinite-lived intangible assets, primarily trademarks, on our balance sheet. We test the goodwill and intangible assets for impairment both on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding actual and forecasted revenue growth rates, operating margins, discount rates, and royalty rates. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units, declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital, or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-life intangible assets may not be recoverable. We may be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial results.
Impairment of long-lived assets may adversely affect our operating results.
Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial results.
Costs related to product defects could adversely affect our profitability.
We incur various expenses related to product defects, including product warranty costs, product recall and retrofit costs, and product liability costs. These expenses relative to product sales vary and could increase. We maintain reserves for product defect-related costs based on estimates and our knowledge of circumstances that indicate the need for such reserves. We cannot, however, be certain that these reserves will be adequate to cover actual product defect-related claims in the future. Any significant increase in the rate of our product defect expenses could have a material adverse effect on operations.
General Risks
We are subject to risks and costs associated with protecting the integrity and security of our systems and confidential information.
We collect certain customer-specific data, including credit card information, in connection with orders placed through our eCommerce websites, direct-mail catalog marketing program, and retail studios. For these sales channels to function and develop successfully, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information and other personal information regarding our customers, securely over public
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and private networks. Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere with our systems or processes or those of our vendors. While we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. The techniques used to obtain unauthorized access to systems change frequently and are not often recognized until after they have been launched.
Any person who circumvents our security measures could destroy or steal valuable information or disrupt our operations. Any security breach could cause consumers to lose confidence in the security of our information systems, including our eCommerce websites or retail studios and choose not to purchase from us. Any security breach could also expose us to risks of data loss, litigation, regulatory investigations, and other significant liabilities. Such a breach could also seriously disrupt, slow or hinder our operations and harm our reputation and customer relationships, any of which could damage our business.
A security breach includes a third party wrongfully gaining unauthorized access to our systems for the purpose of misappropriating assets or sensitive information, loading corrupting data, or causing operational disruption. These actions may lead to a significant disruption of the Company’s IT systems and/or cause the loss of business and business information resulting in an adverse business impact, including: (1) an adverse impact on future financial results due to theft, destruction, loss misappropriation, or release of confidential data or intellectual property; (2) operational or business delays resulting from the disruption of IT systems, and subsequent clean-up and mitigation activities; and (3) negative publicity resulting in reputation or brand damage with customers, partners or industry peers.
The United States federal and state governments are increasingly enacting laws and regulations to protect consumers against identity theft. Also, as our business expands globally, we are subject to data privacy and other similar laws in various foreign jurisdictions. If we are the target of a cybersecurity attack resulting in unauthorized disclosure of our customer data, we may be required to undertake costly notification procedures. Compliance with these laws will likely increase the costs of doing business. If we fail to implement appropriate safeguards or to detect and provide prompt notice of unauthorized access as required by some of these laws, we could be subject to potential fines, claims for damages and other remedies, which could harm our business.
Due to the political uncertainty and military actions involving Russia, Ukraine, and surrounding regions, we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware, or other cyber-attacks, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products.
We are subject to risks and potential costs associated with disruption to our technology systems as well as our ability to adequately maintain and update those systems to support growth initiatives and increasing business complexity.
Our business is increasingly dependent on information technology systems that are complex and relied on extensively throughout our business operations. If we were to experience difficulties maintaining or operating existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. As we modernize legacy systems, if we are unable to successfully implement those systems in a coordinated manner across internal and external stakeholders, we could be subject to business interruption or reputational risk. We have invested, and expect to continue to invest, in maintaining and updating our technology systems, however implementing changes increases the risk of system disruption.
We are unable to control the factors affecting consumer spending. Declines in consumer spending on furnishings could reduce demand for our products.
The operations of our Global Retail segment are sensitive to a number of factors that influence consumer spending, including general economic conditions, consumer disposable income, unemployment, inclement weather, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates, sales tax rates and rate increases, inflation, and consumer confidence in future economic conditions. Adverse changes in these factors have reduced, and in the future may further reduce consumer demand for our products, resulting in reduced sales and profitability.
A number of factors that affect our ability to successfully implement our retail studio strategy, including opening new locations and closing existing studios, are beyond our control. These factors may harm our ability to increase the sales and profitability of our retail operations.
Approximately 35% of the sales within our Global Retail segment are transacted within our retail stores. Additionally, we believe our retail stores have a direct influence on the volume of business transacted through other channels, including our consumer eCommerce and direct-mail catalog platforms, as many customers utilize these physical spaces to view and
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experience products prior to placing an order online or through the catalog call center. Our ability to open additional stores or close existing stores successfully will depend upon a number of factors beyond our control, including, without limitation:
•general economic conditions;
•identification and availability of suitable locations;
•success in negotiating new leases and amending or terminating existing leases on acceptable terms;
•success of other retailers in and around our retail locations;
•ability to secure required governmental permits and approvals;
•hiring and training skilled studio operating personnel; and
•landlord financial stability.
We may incur significant increased costs and become subject to additional potential liabilities related to regulatory, market and or legal related measures to address climate change.
We have established and publicly announced sustainability goals. These goals include science-based targets for the reduction of Scope 1, 2 and 3 greenhouse gas emissions. Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in available materials and technology, as well as the availability of suppliers that can meet our sustainability and other standards. We may incur significant costs as we work to implement our sustainability goals, which were announced fiscal year 2025, which include efforts to reduce our carbon footprint.
Furthermore, standards for tracking and reporting sustainability matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from other companies. Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products as well as potentially expose us to enforcement actions and litigation.
Additionally, increased focus by the U.S. and other governmental authorities on climate change and other environmental matters has led to enhanced regulation in these areas, which is expected to result in increased compliance costs and could subject us to additional potential liabilities. The extent of these costs and risks is difficult to predict and will depend in large part on the extent of final regulations and the ways in which those regulations are enforced. We operate and have manufacturing facilities in multiple regions across the globe, and the impact of additional regulations in this area is likely to vary by region. It is expected the costs we incur to comply with any such final regulations and execute on our own sustainability goals could be material.
Government and other regulations could adversely affect our business.
Government and other regulations apply to the manufacture and sale of many of our products. Failure to comply with these regulations or failure to obtain approval of products from certifying agencies could adversely affect the sales of these products and have a material negative impact on operating results.
Item 1B Unresolved Staff Comments
None.
Item 1C Cybersecurity
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management. The Company’s Board of
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Directors as well as its Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”), are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. We have established policies, standards, processes, and practices for assessing, identifying, managing and mitigating material risks from cybersecurity threats.
Risk Assessment and Management
At least annually, we review our security controls and address information security vulnerabilities, conduct security testing, and assess our external sources for their security risk (e.g., security incidents, data security, security controls, third parties, etc.). The results of the assessment are used to drive alignment and prioritization of initiatives to enhance our security posture, improve security processes, and to manage a broader enterprise-level risk program that is presented to the Board of Directors, the Audit Committee, and members of management.
The Company maintains various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats against our information systems and data. These include:
•incident detection and response
•vulnerability management
•disaster recovery plans
•internal controls within our accounting and financial reporting functions
•encryption of data
•network security controls
•access controls
•physical security
•asset management
•systems monitoring
•vendor risk management program
•employee training
Governance
13
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Item 2 Properties
The Company owns or leases facilities located throughout the United States and several foreign countries. The location, square footage and use of the most significant facilities at May 31, 2025, were as follows:
| Owned Locations | Square Footage (in Thousands) | Use | |||||||||
| Zeeland, Michigan | 771 | Manufacturing, Warehouse, Office | |||||||||
| East Greenville, Pennsylvania | 735 | Manufacturing, Warehouse, Office | |||||||||
| Spring Lake, Michigan | 615 | Manufacturing, Warehouse, Office | |||||||||
| North York, Canada | 386 | Manufacturing, Warehouse, Office | |||||||||
| Muskegon, Michigan | 367 | Manufacturing, Office | |||||||||
| Holland, Michigan | 357 | Warehouse | |||||||||
| Holland, Michigan | 293 | Manufacturing, Office | |||||||||
| Foligno, Italy | 260 | Manufacturing, Warehouse, Office | |||||||||
| Holland, Michigan | 242 | Office, Design | |||||||||
| Melksham, United Kingdom | 170 | Manufacturing, Warehouse, Office | |||||||||
| Graffignana, Italy | 108 | Manufacturing, Warehouse, Office | |||||||||
| Leased Locations | Square Footage (in Thousands) | Use | |||||||||
| Alburtis, Pennsylvania | 718 | Warehouse | |||||||||
| Batavia, Ohio | 618 | Warehouse | |||||||||
| Dongguan, China | 423 | Manufacturing, Office | |||||||||
| Ringsted, Denmark | 274 | Warehouse | |||||||||
| La Grange Highlands, Illinois | 210 | Warehouse | |||||||||
| Atlanta, Georgia | 180 | Manufacturing | |||||||||
| Buffalo, New York | 128 | Manufacturing | |||||||||
| New York City, New York | 112 | Showroom | |||||||||
| Ramanagara District, India | 105 | Manufacturing | |||||||||
The properties above are primarily used in the Company's segments as indicated below:
| Segment Primarily Supported | Owned | Leased | Total | ||||||||||||||
| North America Contract | 7 | 5 | 12 | ||||||||||||||
| International Contract | 3 | 4 | 7 | ||||||||||||||
| Global Retail | — | 1 | 1 | ||||||||||||||
| Corporate | 1 | — | 1 | ||||||||||||||
As of May 31, 2025, the Company operated 75 retail stores (including 38 operating under the DWR brand, 1 under the HAY brand, 30 Herman Miller stores, 3 Muuto stores, 2 Knoll stores and a multi-brand Chicago store) that totaled approximately 506,811 square feet of selling space. The Company also operated 3 retail outlet stores. The Company maintains administrative and sales offices and showrooms in various other locations throughout North America, Europe, Asia Pacific and Latin America.
The Company considers its existing facilities to be in good condition and adequate for its design, production, distribution, and selling requirements.
Item 3 Legal Proceedings
The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s consolidated operations, cash flows or financial condition.
15
Information About Our Executive Officers
Certain information relating to executive officers of the Company as of May 31, 2025, is as follows:
 | Andrea R. Owen President and Chief Executive Officer Age 60, elected as an executive officer in 2018 |  | Jeffrey M. Stutz Chief Financial Officer Age 54, elected as an executive officer in 2009 | |||||||||||||||||
 | Chris Baldwin Group President, MillerKnoll Age 52, elected as an executive officer in 2021 |  | Megan Lyon Chief Strategy and Technology Officer Age 45, elected as an executive officer in 2019 | |||||||||||||||||
 | John Michael President, North America Contract Age 63, elected as an executive officer in 2020 |  | Debbie Propst President, Global Retail Age 44, elected as an executive officer in 2020 | |||||||||||||||||
 | Jacqueline H. Rice Chief Legal Officer and Corporate Secretary Age 53, elected as an executive officer in 2019 |  | B. Ben Watson Chief Creative and Product Officer Age 60, elected as an executive officer in 2010 | |||||||||||||||||
Except as discussed below, each of the named officers has served the Company in an executive position for more than five years.
Mr. Baldwin joined MillerKnoll in 2021 and serves as Group President. Prior to the Company's acquisition of Knoll in July 2021, Mr. Baldwin was Chief Operating Officer & President, Workplace at Knoll and also held leadership positions at Kohler Co.
There are no family relationships between or among the above-named executive officers. There are no arrangements or understandings between any of the above-named officers pursuant to which any of them was named an officer.
Item 4 Mine Safety Disclosures
Not applicable.
16
PART II
Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities and Dividend Market Information
MillerKnoll, Inc.'s common stock is traded on the Nasdaq Global Select Market System (Symbol: MLKN). As of July 18, 2025, there were approximately 32,000 shareholders of record, including individual participants in security position listings, of the Company's common stock.
Dividends were declared and paid quarterly for fiscal 2025 as approved by the Board of Directors. On April 15, 2025, the Company's Board of Directors approved a quarterly cash dividend of 18.75 cents ($0.1875) per share that was paid on July 15, 2025, to shareholders of record on June 1, 2025. While it is anticipated that the Company will continue to pay quarterly cash dividends, the amount and timing of such dividends is subject to the discretion of the Board depending on the Company's future results of operations, financial condition, capital requirements and other relevant factors.
During the period covered by this report, the Company did not sell any shares of common stock that were not registered under the Securities Act of 1933.
Issuer Purchases of Equity Securities
On January 16, 2019, the Company announced a share repurchase plan authorized by the Board of Directors providing for a share repurchase authorization of $250.0 million with no specified expiration date. On July 16, 2024, the Company announced that the Board of Directors approved an increase to this repurchase plan to authorize an additional $200.0 million to fund share repurchases.
The following is a summary of share repurchase activity during the fiscal quarter ended May 31, 2025:
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c ) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (in millions) (1) | |||||||||||||||||||
| 3/2/25-3/29/25 | 2,948 | $ | 21.50 | 2,948 | $ | 181.4 | |||||||||||||||||
| 3/30/25-4/26/25 | 2,198 | $ | 18.03 | 2,198 | $ | 181.4 | |||||||||||||||||
| 4/27/25-5/31/25 | — | $ | — | — | $ | 181.4 | |||||||||||||||||
| Total | 5,146 | 5,146 | |||||||||||||||||||||
(1) Amounts are as of the end of the period indicated
Under the repurchase program, the Company may repurchase shares from time to time in any manner management believes to be in the best interests of the Company and its shareholders, including through privately negotiated transactions and open market purchases, which may be made pursuant to a trading plan adopted in accordance with Rule 10b5-1. Repurchases will be made at management’s discretion, subject to general market conditions, alternative uses for capital, the Company’s financial performance, and other factors. The Company currently expects to fund any repurchases of its shares through existing cash on hand and future cash flows.
The repurchase program may be suspended, terminated, or modified at any time and from time to time, and for any reason, including market conditions, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any shares.
In accordance with the Inflation Reduction Act of 2022, our fiscal year 2025 share repurchases in excess of issuances are subject to a 1% excise tax. The excise tax is recognized as part of the cost basis of shares acquired in the Consolidated Statements of Stockholders' Equity for fiscal year 2025 but is excluded from amounts presented above.
17
Stockholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on the Company's common stock with that of the cumulative total return of the Standard & Poor's 500 Stock Index and the Company's Peer Group for the five-year period ended May 31, 2025. The Peer Group consists of HNI Corporation and Steelcase Inc. These companies also manufacture office furniture and have industry characteristics that we believe are similar to MillerKnoll, Inc.
The graph assumes an investment of $100 on May 30, 2020, in the Company's common stock, the Standard & Poor's 500 Stock Index and the Peer Group, with dividends reinvested.
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||
| MillerKnoll, Inc. | $ | 100 | $ | 210 | $ | 138 | $ | 68 | $ | 134 | $ | 86 | |||||||||||||||||||||||
| S&P 500 Index | 100 | 138 | 137 | 141 | 173 | 194 | |||||||||||||||||||||||||||||
| Peer Group | 100 | 158 | 134 | 108 | 146 | 141 | |||||||||||||||||||||||||||||
Information required by this item is also contained in Item 12 of this report.
18
Item 6 [Reserved]
Not applicable.
19
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the issues discussed in Management's Discussion and Analysis in conjunction with the Company's Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Refer also to the information provided under the heading "Forward-Looking Statements" in this Annual Report on Form 10-K.
Executive Overview
MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, shaping a future that’s more sustainable, caring, and beautiful for all people and our planet.
MillerKnoll's products are sold internationally through controlled subsidiaries or branches in various countries including the United Kingdom, Denmark, Italy, France, the Netherlands, Canada, Japan, Mexico, Australia, Singapore, China, Hong Kong, India, and Brazil. The Company’s products are sold in over 100 countries primarily through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company’s eCommerce platforms.
The Company is globally positioned in terms of manufacturing operations. In North America, manufacturing and distribution operations are in Georgia, New York, North Carolina, Michigan, Pennsylvania, and Texas in the United States, as well as Toronto and Mexico City. In Europe, the Company's manufacturing presence is in the United Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the MillerKnoll Performance System (MKPS). For its contract furniture business, MillerKnoll strives to maintain efficiencies and cost savings by minimizing the amount of inventory on hand. Accordingly, production is order-driven with direct materials and components purchased as needed to meet demand. These factors result in a high rate of inventory turns related to our manufactured inventories.
A key element of the Company's manufacturing strategy is to limit fixed production costs by sourcing component parts from strategic suppliers. This strategy has allowed the Company to increase the variable nature of its cost structure, while retaining proprietary control over those production processes that the Company believes provide a competitive advantage. As a result of this strategy, the Company's manufacturing operations are largely assembly-based.
A key element of the Company's growth strategy is to scale the Global Retail business through the Company's Herman Miller and Design Within Reach ("DWR") retail channels. DWR provides a channel to bring MillerKnoll's iconic and design-centric products across our brands such as Knoll, Muuto, and HAY, to retail customers, along with other proprietary and third-party products, with a focus on modern design.
The Company is comprised of various operating segments as defined by generally accepted accounting principles in the United States (U.S. GAAP). The operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions. The Company has identified the following segments:
•North America Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.
•International Contract — Includes the operations associated with the design, sourcing, manufacture, and sale of furniture products, directly or indirectly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific, and Latin America.
•Global Retail — Includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.
The Company also reports a corporate category consisting primarily of unallocated corporate expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative, and acquisition-related costs.
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Core Strengths
The Company relies on the following core strengths in delivering solutions to customers:
•Product Portfolio and Brand Collective - MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world. Combined, the Company represents over 100 years of design research and exploration in service of humanity. Within the industries in which the Company operates, Herman Miller and Knoll, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach, Edelman, Geiger, HAY, Holly Hunt, Maharam, Muuto, NaughtOne, and Spinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.
•Design Leadership - The Company is committed to developing research-based functionality and aesthetically innovative new products and has a history of doing so, in collaboration with a global network of leading independent designers. The Company believes its skills and experience in matching problem-solving design with the workplace needs of customers provide the Company with a competitive advantage in the marketplace. An important component of the Company's business strategy is to actively pursue a program of new product research, design, and development. The Company accomplishes this through the use of an internal research and engineering staff that engages with third party design resources generally compensated on a royalty basis.
•Unique Business Model - The Company has built a multi-channel distribution capability that it considers unique. Through contract furniture dealers, direct customer sales, retail stores and studios, eCommerce, wholesalers, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies. As it pertains to its operations, the Company was among the first in the industry to embrace the concepts of lean manufacturing. MKPS provides the foundation for all the Company's manufacturing operations. The Company is committed to continuously improving both product quality and production and operational efficiency. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.
•Global Scale and Reach - In addition to its global omni-channel distribution capability, the Company has a global network of designers, suppliers, manufacturing operations, and research and development centers that position the Company to serve contract and residential customers globally. The Company believes that leveraging this global scale will be an important enabler to executing its strategy.
•Extraordinary People - We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees. Our ability to attract, engage, and retain key employees has been and will remain critical to our success.
Channels of Distribution
The Company's products and services are offered to most of its customers under standard trade credit terms between 30 and 45 days. For all the items below, revenue is recognized when control transfers to the customer. The Company's products and services are sold through the following distribution channels:
•Independent Contract Furniture Dealers - Most of the Company's product sales are made to a global network of independently owned and operated contract furniture dealerships. These dealers purchase the Company's products and distribute them to end customers. Many of these dealers also offer furniture-related services, including product installation.
•Direct Contract Sales - The Company sells products and services directly to end customers without an intermediary (e.g., sales to the U.S. federal government). In most of these instances, the Company contracts separately with a dealer or third-party installation company to provide sales-related services.
•eCommerce - The Company sells products in its portfolio of brands across the globe, through localized Herman Miller, Knoll, and DWR websites. These sites complement the Company’s existing methods of distribution and extend the Company's brands' reach for new and existing customers and clients.
•Wholesale - Through the Company's Global Retail segment, certain products are sold on a wholesale basis to independent retailers located in various markets around the world.
21
•Retail Locations - As of May 31, 2025, the Company operated 75 retail studios (including 38 operating under the DWR brand, 1 under the HAY brand, 30 Herman Miller stores, 3 Muuto stores, 2 Knoll stores and a multi-brand Chicago store). The business also operated 3 outlet studios.
Challenges Ahead
Like all businesses, the Company is faced with a host of challenges and risks. The Company believes its core strengths and values, which provide the foundation for its strategic direction, have prepared the Company to respond to the inevitable challenges it will face in the future. While the Company is confident in its direction, it acknowledges the risks specific to our business and industry. Refer to Item 1A for discussion of certain of these risk factors and Item 7A for disclosures of market risk.
Areas of Strategic Focus
Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas:
Drive Customer Demand and Order Growth
We are prioritizing programs to deliver world class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showrooms in select markets including, Atlanta, Chicago, Dallas, London, Los Angeles, New York, Toronto and San Francisco. In addition we will continue to leverage the wide reach of our dealers’ showrooms around the globe.
In retail, we are working to evolve and enhance the Design Within Reach experience. We are expanding the retail footprint of both our DWR studios and Herman Miller stores into new geographic markets, with a primary focus on growth within the United States. We are testing new store formats, expanding our product assortment and offering design services both in store and online to enhance the customer experience, attract new customers and grow existing customers. In addition, we continue to launch new online tools to support our trade customers making it easier for them to incorporate our products in their client projects.
Foster a Culture of Highly Engaged Associates
As MillerKnoll, we have created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage by fostering a culture of highly engaged associates and inspiring belief in our shared future. We empower our associates to be agile and hold our teams accountable for living our actions and delivering high performance.
Our priorities include offering a seamless MillerKnoll employee experience via a global Human Resources technology platform; delivering an externally competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world.
Deliver Value to our Associates and Shareholders
We believe there is opportunity for meaningful long-term growth in each of our business segments. MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities.
Our collective of dynamic brands are united in their commitment to our purpose, design for the good of humankind, and they offer a complementary set of design solutions. By leveraging our global operations footprint, we are able to fuel our brands and build solutions in market closer to our customers, and we are creating centers of excellence in our operations facilities to support all brands in each region.
22
To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation, design excellence, and sustainability; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the North America Contract business to lead; drive outsized growth in International Contract; and continue transforming our Global Retail business.
23
Business Overview
The following is a summary of the significant events and items impacting the Company's operations for the year ended May 31, 2025:
•Net sales were $3,669.9 million, representing an increase of 1.1% when compared to the prior year. Growth was primarily driven by increased sales volumes in the North America Contract and International Contract segments, along with the positive impact of pricing actions. These drivers more than offset sales declines due to unfavorable foreign currency translation, the strategic closure of the HAY eCommerce channel in North America and sales volume declines in the Global Retail segment. On an organic basis, net sales were $3,676.1 million(*), representing an increase of 1.6% when compared to the prior year.
•Gross margin was 38.8% as compared to 39.1% in the prior year. The decline in gross margin was driven by increases in material costs, some of which are related to increases in tariffs during the year, as well as from unfavorable channel and product mix. These pressures were offset in part by gross margin benefit from favorable net pricing.
•Operating expenses increased by $119.8 million or 9.6% as compared to the prior year. The increase was primarily related to an increase in non-cash intangible impairment charges of $113.2 million.
•The effective tax rate was negative 53.1% for fiscal 2025 compared to 14.8% for the prior year.
•Diluted loss per share for the full year totaled $0.54 compared to earnings per share of $1.11 in the prior year. On an adjusted basis(*), diluted earnings per share totaled $1.95 in fiscal 2025 compared to $2.08 in fiscal 2024.
•The Company declared cash dividends of $0.75 per share in both fiscal 2025 and fiscal 2024.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
The following summary includes the Company's view on the economic environment in which it operates:
•The current global macroeconomic environment — which reflects higher interest rates, tepid housing-related demand trends, relatively low CEO and consumer confidence levels, as well as geopolitical and global trade uncertainty — continues to pose challenges for the industry. While these factors are expected to continue in the near term, we are focused on prudent cost management and investment in targeted growth opportunities. These opportunities include growth within the Global Retail segment through expansion of our North American store footprint and product assortment. Within our North America Contract and International Contract segments, our strategy is focused on targeting economically resilient customer sectors, continued investment in product design and innovation leadership and expansion into geographies with opportunity to grow our market share.
•The Company's financial performance is sensitive to changes in material costs including changes related to tariffs or commodity cost changes. During fiscal year 2025 there were changes in trade policies that have resulted and are expected to continue to result in added cost pressures. The Company has implemented pricing actions together with other mitigation strategies that, over time, are expected to offset the net impact of tariff costs on the financial results.
•The North America Contract segment reported a net sales increase of 2.2% and an organic sales increase of 2.4%(*) year-over-year. Operating margin increased 60 basis points year-over year and 50 basis points on an adjusted basis(*). The increase was primarily driven by a reduction in restructuring charges as compared to the prior period
•The International Contract segment reported a net sales increase of 2.2% and an organic sales increase of 2.7%(*) year-over-year. Operating margin increased 10 basis points year-over-year and decreased 10 basis points on an adjusted basis(*).
•The Global Retail segment reported a net sales decrease of 1.5% and an organic sales decrease of 0.3%(*) year-over-year. Operating margin decreased 1,110 basis points year-over year and 110 basis points on an adjusted basis(*). The decrease on a reported basis was primarily driven by non-cash intangible asset impairment charges recorded in the current year.
The remaining sections of Item 7 include additional analysis of the fiscal year ended May 31, 2025, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 2024 performance compared to our fiscal 2023 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended June 1, 2024.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
24
Reconciliation of Non-GAAP Financial Measures
This presentation contains non-GAAP financial measures that are not in accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and may be different from non-GAAP measures presented by other companies. These non-GAAP financial measures are not measurements of our financial performance under GAAP and should not be considered an alternative to the related GAAP measurement. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included within this presentation. The Company believes these non-GAAP measures are useful for investors as they provide financial information on a more comparative basis for the periods presented. Certain non-GAAP measures, including adjusted operating earnings, are used by the Company in its executive compensation program.
The non-GAAP financial measures referenced within this presentation include: Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), Adjusted Operating Margin and Organic Growth (Decline).
Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, impairment charges, Knoll pension plan termination charges and the related tax effect of these adjustments. These adjustments are described further below.
Adjusted Operating Earnings (Loss) represents reported operating earnings plus integration charges, amortization of Knoll purchased intangibles, restructuring expenses, impairment charges and Knoll pension plan termination charges. These adjustments are described further below.
Adjusted Operating Margin is calculated as Adjusted Operating Earnings (Loss) divided by Net Sales.
Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects and the impact of the closure of the North America HAY eCommerce channel in the Global Retail segment.
•Amortization of Knoll purchased intangibles: Includes expenses associated with the amortization of acquisition related intangibles acquired as part of the Knoll acquisition. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. We exclude the impact of the amortization of Knoll purchased intangibles as such non-cash amounts were significantly impacted by the size of the Knoll acquisition. Furthermore, we believe that this adjustment enables better comparison of our results as Amortization of Knoll Purchased Intangibles will not recur in future periods once such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Although we exclude the Amortization of Knoll Purchased Intangibles in these non-GAAP measures, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.
•Integration charges: Knoll integration-related costs include severance, asset impairment charges associated with lease and operations facility consolidation activity, and expenses related to synergy realization efforts and reorganization initiatives.
•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions.
•Impairment charges: Includes non-cash, pre-tax charges for the impairment of the Knoll and Muuto trade names as well as impairment of goodwill attributed to the Global Retail and Holly Hunt reporting units.
•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan which was completed in the second quarter of fiscal year 2025
•Tax related items: We excluded the income tax benefit/provision effect of the tax related items from our non-GAAP measures because they are not associated with the tax expense on our ongoing operating results.
The following table reconciles Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment for the years ended as indicated below (in millions):
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| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||
| May 31, 2025 | June 1, 2024 | May 31, 2025 | June 1, 2024 | |||||||||||||||||||||||
| North America Contract | ||||||||||||||||||||||||||
| Net sales | $ | 496.1 | 100.0 | % | $ | 441.1 | 100.0 | % | $ | 1,965.2 | 100.0 | % | $ | 1,922.3 | 100.0 | % | ||||||||||
| Gross margin | 179.7 | 36.2 | % | 158.2 | 35.9 | % | 702.3 | 35.7 | % | 697.8 | 36.3 | % | ||||||||||||||
| Total operating expenses | 141.4 | 28.5 | % | 158.0 | 35.8 | % | 581.4 | 29.6 | % | 591.1 | 30.7 | % | ||||||||||||||
| Operating earnings | $ | 38.3 | 7.7 | % | $ | 0.2 | — | % | $ | 120.9 | 6.2 | % | $ | 106.7 | 5.6 | % | ||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Restructuring charges | 7.4 | 1.5 | % | 19.2 | 4.4 | % | 9.8 | 0.5 | % | 25.3 | 1.3 | % | ||||||||||||||
| Integration charges | — | — | % | 4.5 | 1.0 | % | 24.8 | 1.3 | % | 22.6 | 1.2 | % | ||||||||||||||
| Amortization of Knoll purchased intangibles | 4.0 | 0.8 | % | 3.6 | 0.8 | % | 14.6 | 0.7 | % | 14.5 | 0.8 | % | ||||||||||||||
| Impairment charges | — | — | % | 8.1 | 1.8 | % | 19.9 | 1.0 | % | 8.1 | 0.4 | % | ||||||||||||||
| Knoll pension plan termination charges | — | — | % | — | — | % | 1.0 | 0.1 | % | — | — | % | ||||||||||||||
| Adjusted operating earnings | $ | 49.7 | 10.0 | % | $ | 35.6 | 8.1 | % | $ | 191.0 | 9.7 | % | $ | 177.2 | 9.2 | % | ||||||||||
| International Contract | ||||||||||||||||||||||||||
| Net sales | $ | 185.7 | 100.0 | % | $ | 173.7 | 100.0 | % | $ | 660.0 | 100.0 | % | $ | 645.6 | 100.0 | % | ||||||||||
| Gross margin | 68.2 | 36.7 | % | 65.4 | 37.7 | % | 240.8 | 36.5 | % | 233.1 | 36.1 | % | ||||||||||||||
| Total operating expenses | 46.5 | 25.0 | % | 46.5 | 26.8 | % | 177.5 | 26.9 | % | 171.5 | 26.6 | % | ||||||||||||||
| Operating earnings | $ | 21.7 | 11.7 | % | $ | 18.9 | 10.9 | % | $ | 63.3 | 9.6 | % | $ | 61.6 | 9.5 | % | ||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Restructuring charges | 1.6 | 0.9 | % | 2.1 | 1.2 | % | 3.3 | 0.5 | % | 3.4 | 0.5 | % | ||||||||||||||
| Integration charges | — | — | % | 0.1 | 0.1 | % | 3.2 | 0.5 | % | 0.3 | — | % | ||||||||||||||
| Amortization of Knoll purchased intangibles | 0.6 | 0.3 | % | 0.6 | 0.3 | % | 2.5 | 0.4 | % | 2.4 | 0.4 | % | ||||||||||||||
| Impairment charges | — | — | % | 4.7 | 2.7 | % | 1.2 | 0.2 | % | 4.7 | 0.7 | % | ||||||||||||||
| Adjusted operating earnings | $ | 23.9 | 12.9 | % | $ | 26.4 | 15.2 | % | $ | 73.5 | 11.1 | % | $ | 72.4 | 11.2 | % | ||||||||||
| Global Retail | ||||||||||||||||||||||||||
| Net sales | $ | 280.0 | 100.0 | % | $ | 274.1 | 100.0 | % | $ | 1,044.7 | 100.0 | % | $ | 1,060.5 | 100.0 | % | ||||||||||
| Gross margin | 129.0 | 46.1 | % | 128.8 | 47.0 | % | 479.5 | 45.9 | % | 488.6 | 46.1 | % | ||||||||||||||
| Total operating expenses | 114.2 | 40.8 | % | 112.3 | 41.0 | % | 545.5 | 52.2 | % | 437.6 | 41.3 | % | ||||||||||||||
| Operating earnings (loss) | $ | 14.8 | 5.3 | % | $ | 16.5 | 6.0 | % | $ | (66.0) | (6.3) | % | $ | 51.0 | 4.8 | % | ||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Restructuring charges | 1.6 | 0.6 | % | 0.8 | 0.3 | % | 1.7 | 0.2 | % | 2.1 | 0.2 | % | ||||||||||||||
| Integration charges | — | — | % | 0.5 | 0.2 | % | 0.3 | — | % | 0.5 | — | % | ||||||||||||||
| Amortization of Knoll purchased intangibles | 1.7 | 0.6 | % | 1.7 | 0.6 | % | 7.0 | 0.7 | % | 7.0 | 0.7 | % | ||||||||||||||
| Impairment charges | — | — | % | 4.0 | 1.5 | % | 108.9 | 10.4 | % | 4.0 | 0.4 | % | ||||||||||||||
| Adjusted operating earnings | $ | 18.1 | 6.5 | % | $ | 23.5 | 8.6 | % | $ | 51.9 | 5.0 | % | $ | 64.6 | 6.1 | % | ||||||||||
| Corporate | ||||||||||||||||||||||||||
| Operating expenses | $ | 19.8 | — | % | $ | 11.9 | — | % | $ | 67.7 | — | % | $ | 52.1 | — | % | ||||||||||
| Operating (loss) | $ | (19.8) | — | % | $ | (11.9) | — | % | $ | (67.7) | — | % | $ | (52.1) | — | % | ||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Integration charges | — | — | % | — | — | % | — | — | % | 0.1 | — | % | ||||||||||||||
| Adjusted operating (loss) | $ | (19.8) | — | % | $ | (11.9) | — | % | $ | (67.7) | — | % | $ | (52.0) | — | % | ||||||||||
| MillerKnoll, Inc. | ||||||||||||||||||||||||||
| Net sales | $ | 961.8 | 100.0 | % | $ | 888.9 | 100.0 | % | $ | 3,669.9 | 100.0 | % | $ | 3,628.4 | 100.0 | % | ||||||||||
| Gross margin | 376.9 | 39.2 | % | 352.4 | 39.6 | % | 1,422.6 | 38.8 | % | 1,419.5 | 39.1 | % | ||||||||||||||
| Total operating expenses | 321.9 | 33.5 | % | 328.7 | 37.0 | % | 1,372.1 | 37.4 | % | 1,252.3 | 34.5 | % | ||||||||||||||
| Operating earnings | $ | 55.0 | 5.7 | % | $ | 23.7 | 2.7 | % | $ | 50.5 | 1.4 | % | $ | 167.2 | 4.6 | % | ||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Restructuring charges | 10.6 | 1.1 | % | 22.1 | 2.5 | % | 14.8 | 0.4 | % | 30.8 | 0.8 | % | ||||||||||||||
| Integration charges | — | — | % | 5.1 | 0.6 | % | 28.3 | 0.8 | % | 23.5 | 0.6 | % | ||||||||||||||
| Amortization of Knoll purchased intangibles | 6.3 | 0.7 | % | 5.9 | 0.7 | % | 24.1 | 0.7 | % | 23.9 | 0.7 | % | ||||||||||||||
| Impairment charges | — | — | % | 16.8 | 1.9 | % | 130.0 | 3.5 | % | 16.8 | 0.5 | % | ||||||||||||||
| Knoll pension plan termination charges | — | — | % | — | — | % | 1.0 | — | % | — | — | % | ||||||||||||||
| Adjusted operating earnings | $ | 71.9 | 7.5 | % | $ | 73.6 | 8.3 | % | $ | 248.7 | 6.8 | % | $ | 262.2 | 7.2 | % | ||||||||||
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The following table reconciles net sales to organic net sales for the years ended as indicated below (in millions):
| Twelve Months Ended | ||||||||||||||
| May 31, 2025 | ||||||||||||||
| North America Contract | International Contract | Global Retail | Total | |||||||||||
| Net sales, as reported | $ | 1,965.2 | $ | 660.0 | $ | 1,044.7 | $ | 3,669.9 | ||||||
| % change from PY | 2.2 | % | 2.2 | % | (1.5) | % | 1.1 | % | ||||||
| Adjustments | ||||||||||||||
Currency translation effects (1) | 2.4 | 3.1 | 0.7 | 6.2 | ||||||||||
| Net sales, organic | $ | 1,967.6 | $ | 663.1 | $ | 1,045.4 | $ | 3,676.1 | ||||||
| % change from PY | 2.4 | % | 2.7 | % | (0.3) | % | 1.6 | % | ||||||
| Twelve Months Ended | ||||||||||||||
| June 1, 2024 | ||||||||||||||
| North America Contract | International Contract | Global Retail | Total | |||||||||||
| Net sales, as reported | $ | 1,922.3 | $ | 645.6 | $ | 1,060.5 | $ | 3,628.4 | ||||||
| Adjustments | ||||||||||||||
| HAY eCommerce | — | — | (11.8) | (11.8) | ||||||||||
| Net sales, organic | $ | 1,922.3 | $ | 645.6 | $ | 1,048.7 | $ | 3,616.6 | ||||||
| (1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period. | ||||||||||||||
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The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):
| Twelve Months Ended | ||||||||||||||
| May 31, 2025 | ||||||||||||||
| North America Contract | International Contract | Global Retail | Total | |||||||||||
| Orders, as reported | $ | 2,021.0 | $ | 665.9 | $ | 1,060.8 | $ | 3,747.7 | ||||||
| % change from PY | 6.2 | % | (0.3) | % | 1.0 | % | 3.5 | % | ||||||
| Adjustments | ||||||||||||||
Currency translation effects (1) | 2.3 | 5.5 | 1.1 | 8.9 | ||||||||||
| Orders, organic | $ | 2,023.3 | $ | 671.4 | $ | 1,061.9 | $ | 3,756.6 | ||||||
| % change from PY | 6.3 | % | 0.6 | % | 2.2 | % | 4.1 | % | ||||||
| Twelve Months Ended | ||||||||||||||
| June 1, 2024 | ||||||||||||||
| North America Contract | International Contract | Global Retail | Total | |||||||||||
| Orders, as reported | $ | 1,903.3 | $ | 667.6 | $ | 1,050.1 | $ | 3,621.0 | ||||||
| Adjustments | ||||||||||||||
| HAY eCommerce | — | — | (11.4) | (11.4) | ||||||||||
| Orders, organic | $ | 1,903.3 | $ | 667.6 | $ | 1,038.7 | $ | 3,609.6 | ||||||
| (1) Currency translation effects represent the estimated net impact of translating current period sales and orders using the average exchange rates applicable to the comparable prior year period. | ||||||||||||||
The following table reconciles EPS to Adjusted EPS for the years ended as of indicated below:
| Twelve Months Ended | ||||||||
| May 31, 2025 | June 1, 2024 | |||||||
| (Loss) Earnings per Share - Diluted | $ | (0.54) | $ | 1.11 | ||||
| Add: Amortization of Knoll purchased intangibles | 0.35 | 0.32 | ||||||
| Add: Integration charges | 0.41 | 0.31 | ||||||
| Add: Restructuring charges | 0.22 | 0.42 | ||||||
| Add: Impairment charges | 1.88 | 0.24 | ||||||
| Add: Knoll pension plan termination charges | 0.01 | — | ||||||
| Tax impact on adjustments | (0.38) | (0.32) | ||||||
| Adjusted earnings per share - diluted | $ | 1.95 | $ | 2.08 | ||||
| Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted | 68,977,267 | 73,954,756 | ||||||
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Financial Results
The following is a comparison of our annual results of operations and year-over-year percentage changes for the periods indicated:
| (Dollars in millions) | Fiscal 2025 | Fiscal 2024 | % Change | ||||||||||||||
| Net sales | $ | 3,669.9 | $ | 3,628.4 | 1.1 | % | |||||||||||
| Cost of sales | 2,247.3 | 2,208.9 | 1.7 | % | |||||||||||||
| Gross margin | 1,422.6 | 1,419.5 | 0.2 | % | |||||||||||||
| Operating expenses | 1,372.1 | 1,252.3 | 9.6 | % | |||||||||||||
| Operating earnings | 50.5 | 167.2 | (69.8) | % | |||||||||||||
| Other expenses, net | 72.4 | 67.5 | 7.3 | % | |||||||||||||
| Earnings before income taxes and equity income | (21.9) | 99.7 | (122.0) | % | |||||||||||||
| Income tax expense | 11.6 | 14.7 | (21.1) | % | |||||||||||||
| Equity income (loss) from nonconsolidated affiliates, net of tax | 0.3 | (0.4) | (175.0) | % | |||||||||||||
| Net earnings | (33.2) | 84.6 | (139.2) | % | |||||||||||||
| Net earnings attributable to redeemable noncontrolling interests | 3.7 | 2.3 | 60.9 | % | |||||||||||||
| Net earnings attributable to MillerKnoll, Inc. | $ | (36.9) | $ | 82.3 | (144.8) | % | |||||||||||
The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of Net sales:
| Fiscal 2025 | Fiscal 2024 | ||||||||||
| Net sales | 100.0 | % | 100.0 | % | |||||||
| Cost of sales | 61.2 | % | 60.9 | % | |||||||
| Gross margin | 38.8 | % | 39.1 | % | |||||||
| Operating expenses | 37.4 | % | 34.5 | % | |||||||
| Operating earnings | 1.4 | % | 4.6 | % | |||||||
| Other expenses, net | 2.0 | % | 1.9 | % | |||||||
| Earnings before income taxes and equity income | (0.6) | % | 2.7 | % | |||||||
| Income tax expense | 0.3 | % | 0.4 | % | |||||||
| Equity income (loss) from nonconsolidated affiliates, net of tax | — | % | — | % | |||||||
| Net earnings | (0.9) | % | 2.3 | % | |||||||
| Net earnings attributable to redeemable noncontrolling interests | 0.1 | % | 0.1 | % | |||||||
| Net earnings attributable to MillerKnoll, Inc. | (1.0) | % | 2.3 | % | |||||||
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Net Sales
The following chart presents graphically the primary drivers of the year-over-year change in Net sales. The amounts presented in the bar graph are expressed in millions and have been rounded.
Net sales for fiscal 2025 increased $42 million, or 1.1% compared to the prior year. This increase was primarily driven by the following factors:
•Increased sales volume within the International Contract and North America Contract segments of approximately $28 million and $25 million, respectively.
•Net price increases, which contributed approximately $14 million to Net sales, reflecting our ability to maintain pricing discipline in a competitive environment. Offset in part by:
•A $12 million reduction due to the strategic closure of the HAY eCommerce channel in North America that occurred in the prior year.
•Decreased sales volume within the Global Retail segment of approximately $7 million.
•Unfavorable foreign currency impact of approximately $6 million.
Gross Margin
Gross margin for fiscal 2025 was 38.8%, compared to 39.1% in fiscal 2024. The 30 basis point decline was primarily driven by the following factors:
•Tariff-related costs negatively impacted gross margin by 30 basis points in the year.
•Unfavorable channel and product mix negatively impacted gross margin by approximately 30 basis points. These factors were offset in part by:
•Effective pricing strategies, net of incremental discounting, which contributed approximately 30 basis points of margin improvement.
30
Operating Expenses
The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses. The amounts presented in the bar graph are expressed in millions and have been rounded.
Operating expenses increased by $120 million or 9.6% compared to the prior year fiscal period. The current period reflects the following key changes compared to the prior year:
•An increase of $113 million in non-cash intangible impairment charges;
•Selling and marketing expenses increased by $10 million, primarily due to higher selling and marketing costs within the Global Retail segment;
•Variable selling costs, which include sales-based commission and royalty expense, increased approximately $7 million;
•Increased acquisition-related integration costs as compared to the prior year, totaling approximately $4 million. These increases were partially offset by:
•A $16 million reduction in restructuring charges as compared to the prior year.
Other Income/Expense
Net other expenses for fiscal 2025 totaled $72.4 million, compared to $67.5 million in fiscal 2024. The year-over-year increase of $4.9 million was primarily attributable to the following factors:
•A $2.3 million reduction in net periodic benefit income, resulting from the termination of the Knoll pension plan during the current fiscal year.
•A $3.1 million increase in foreign currency losses compared to the prior year, reflecting greater volatility in exchange rates.
Income Taxes
See Note 10 of the Consolidated Financial Statements for additional information.
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Operating Segments Results
The business is comprised of various operating segments as defined by U.S. GAAP. These operating segments are determined on the basis of how the Company internally reports and evaluates financial information used to make operating decisions.
Effective as of March 1, 2025, the last day of the third quarter of fiscal 2025, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has recast historical results to reflect this change.
Below is a description of each reportable segment.
The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.
The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.
The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.
The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. For descriptions of each segment, refer to Note 13 of the Consolidated Financial Statements.
The charts below present the relative mix of net sales and operating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.
32
North America Contract| (Dollars in millions) | Fiscal 2025 | Fiscal 2024 | Change | ||||||||||||||
| Net sales | $ | 1,965.2 | $ | 1,922.3 | $ | 42.9 | |||||||||||
| Gross margin | 702.3 | 697.8 | 4.5 | ||||||||||||||
| Gross margin % | 35.7 | % | 36.3 | % | (0.6) | % | |||||||||||
| Operating earnings | 120.9 | 106.7 | 14.2 | ||||||||||||||
| Operating earnings % | 6.2 | % | 5.6 | % | 0.6 | % | |||||||||||
Net sales increased 2.2%, or 2.4%(*) on an organic basis, from the prior year due to:
•Increased sales volume within the segment of approximately $25 million; and
•Price increases, net of incremental discounting, of approximately $20 million. These increases were offset in part by:
•Unfavorable foreign currency translation of approximately $2 million.
Operating earnings increased $14.2 million, or 13.3% compared to the same period of the prior year due to:
•Decreased operating expenses of $9.7 million. The following factors contributed to the change:
◦A decrease of approximately $16 million in restructuring charges related to reductions in the Company's workforce; and
◦A decrease of approximately $8 million in annual incentive compensation. These decreases were offset in part by:
◦An increase of $12 million in non-cash intangible impairment charges as compared to the prior year; and
◦Increased acquisition related integration costs of approximately $2 million.
•Gross margin increased by $4.5 million, primarily driven by the higher sales volume discussed above. This increase was offset by a 60 basis point decline in gross margin percentage, which was mainly attributable to the following factors:
◦Unfavorable product mix reduced margin by approximately 40 basis points; and
◦Higher tariff-related costs led to a 30 basis point decline in gross margin; and
◦Increased commodity and product distribution costs further reduced margin by 30 basis points; and
33
◦Higher labor costs and loss of fixed cost leverage due to reduced production volumes in the first part of the year contributed an additional 30 basis point decrease in gross margin. These negative impacts were partially offset by:
◦Incremental list price increases, net of contract price discounting, which improved gross margin by approximately 70 basis points.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
International Contract
| (Dollars in millions) | Fiscal 2025 | Fiscal 2024 | Change | ||||||||||||||
| Net sales | $ | 660.0 | $ | 645.6 | $ | 14.4 | |||||||||||
| Gross margin | 240.8 | 233.1 | 7.7 | ||||||||||||||
| Gross margin % | 36.5 | % | 36.1 | % | 0.4 | % | |||||||||||
| Operating earnings | 63.3 | 61.6 | 1.7 | ||||||||||||||
| Operating earnings % | 9.6 | % | 9.5 | % | 0.1 | % | |||||||||||
Net sales increased 2.2%, or 2.7%(*) on an organic basis, from the prior year due to:
•Increased sales volume within the segment of approximately $28 million; offset in part by
•Incremental discounting, net of price increases, which negatively impacted sales by approximately $11 million; and
•Unfavorable foreign currency translation of approximately $3 million.
Operating earnings increased $1.7 million, or 2.8%, compared to the prior year due to:
•Increased gross margin of $7.7 million due to the increase in sales explained above and an increase in gross margin percentage of 40 basis points. The increase in gross margin percentage was due primarily to:
◦Leverage on fixed costs on higher sales volumes which had a favorable impact on margin of approximately 70 basis points; and
◦Favorable product and business mix which increased margin by 60 basis points. Offset in part by:
◦Incremental discounting, net of price increases which had a negative impact on margin of 90 basis points.
•The increase in gross margin was partially offset by increased Operating expenses of $6 million which was largely due to increased variable selling costs in the current year.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
Global Retail
| (Dollars in millions) | Fiscal 2025 | Fiscal 2024 | Change | ||||||||||||||
| Net sales | $ | 1,044.7 | $ | 1,060.5 | $ | (15.8) | |||||||||||
| Gross margin | 479.5 | 488.6 | (9.1) | ||||||||||||||
| Gross margin % | 45.9 | % | 46.1 | % | (0.2) | % | |||||||||||
| Operating (loss) earnings | (66.0) | 51.0 | (117.0) | ||||||||||||||
| Operating (loss) earnings % | (6.3) | % | 4.8 | % | (11.1) | % | |||||||||||
Net sales decreased 1.5% as reported and 0.3%(*) on an organic basis, from the prior year due to:
•Decrease of approximately $12 million related to the closure of the HAY eCommerce channel in North America that occurred in the prior year; and
•A decrease in sales volumes of approximately $7 million; and
•Unfavorable foreign currency translation of approximately $1 million. These decreases were offset in part by:
•Price increases, net of incremental discounting, of approximately $4 million.
Operating earnings decreased $117.0 million, or 229.4% over the prior year due to:
•Decreased gross margin of $9.1 million due to the decrease in sales explained above and a decrease in gross margin percentage of 20 basis points. The decrease in gross margin percentage was due primarily to:
34
◦The impact of increased inventory costs as compared to the prior year which negatively impacted margin by approximately 110 basis points.
◦Loss of leverage on fixed costs attributable to lower sales volumes as compared to the prior year which had an unfavorable impact on gross margin percentage of approximately 30 basis points. These decreases were offset in part by:
◦Reduced freight and product distribution costs, net of freight revenue, as compared to the same period of the prior year and favorable product mix which had a favorable impact on gross margin percentage of approximately 100 basis points; and
◦The impact of incremental price increases, net of promotional discounting, that increased gross margin percentage by approximately 20 basis points. These increases were offset in part by:
•Increased Operating expenses of $108 million primarily driven by an increase of $105 million in non-cash intangible impairment charges as compared to the prior year as well as increased selling and marketing costs in the current year.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
Corporate
Corporate unallocated expenses totaled $67.7 million for fiscal 2025, an increase of $15.6 million from fiscal 2024. The increase primarily related to higher stock based compensation expense.
Liquidity and Capital Resources
The table below summarizes the net change in cash and cash equivalents for the fiscal years indicated.
| Fiscal Year Ended | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | 209.3 | $ | 352.3 | |||||||
| Investing activities | (100.9) | (86.3) | |||||||||
| Financing activities | (150.3) | (258.8) | |||||||||
| Effect of exchange rate changes | 5.2 | (0.3) | |||||||||
| Net change in cash and cash equivalents | $ | (36.7) | $ | 6.9 | |||||||
Cash Flow — Operating Activities
The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the twelve months ended May 31, 2025, totaled $209.3 million compared to $352.3 million in the twelve months ended June 1, 2024. The decrease in cash inflow is due primarily to a net increase in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:
•The timing of collection of our receivables;
•Fluctuations in inventory levels; and
•Changes in accruals related to variable compensation.
Cash Flow — Investing Activities
Cash used in investing activities for the twelve months ended May 31, 2025, was $100.9 million, as compared to $86.3 million in the twelve months ended June 1, 2024. The increase in cash outflow in the current year was primarily due to:
•Increased capital expenditures in the current year; Offset in part by:
•Cash proceeds of $6.0 million in the current period related to the sale of a manufacturing facility located in Wisconsin; and
•A decrease in the total volume of notes receivable entered into with certain independently owned dealers in the current period as compared to the same period of the prior year.
35
Capital expenditures for the current year were $107.6 million as compared to $78.4 million in the prior year. At the end of the fiscal 2025, there were outstanding commitments for capital purchases of $69.2 million. The Company plans to fund these commitments with cash on hand and/or cash generated from operations. The Company expects capital spending in fiscal 2026 to be between $120 million and $130 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals.
Cash Flow — Financing Activities
Cash used in financing activities for the twelve months ended May 31, 2025 was $150.3 million, compared to $258.8 million in the twelve months ended June 1, 2024. The decrease in cash used in the current year, compared to the prior year, was primarily due to:
•The Company repurchased 3,291,176 shares at a cost of $84.9 million in the current year as compared to 6,022,646 share repurchases totaling $138.2 million in the prior year; and
•The refinancing of Term Loan A which resulted in proceeds of $90.0 million in the current year. Offset in part by:
•Net payments on the credit agreement of $61.7 million in the current year compared to net payments of $36.7 million in the prior year.
Sources of Liquidity
The Company has taken actions to safeguard its capital position in the current environment. The Company is closely managing spending levels, capital investments, and working capital.
The Company maintains an open market share repurchase program under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of market conditions, share price and other factors.
At the end of fiscal 2025, the Company has a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 5 to the Consolidated Financial Statements.
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Cash and cash equivalents | $ | 193.7 | $ | 230.4 | |||||||
Availability under revolving lines of credit(1) | 382.2 | 322.3 | |||||||||
| Total liquidity | $ | 575.9 | $ | 552.7 | |||||||
(1) Available access to our revolving line of credit is subject to covenant restrictions outlined in our credit agreement.
Of the cash and cash equivalents noted above at the end of fiscal 2025, the Company had $182.7 million of cash and cash equivalents held outside the United States.
The Company’s syndicated revolving line of credit, which matures in April 2030, provides the Company with up to $725 million in revolving variable interest borrowing capacity and allows the Company to borrow incremental amounts, at its option, subject to negotiated terms as outlined in the agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, SOFR or negotiated terms as outlined in the agreement.
As of May 31, 2025, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $330.8 million with available borrowings against this facility of $382.2 million.
The Company intends to repatriate $137.3 million of undistributed foreign earnings, all of which is held in cash in certain foreign jurisdictions. The Company has recorded a $3.5 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $137.3 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $382.9 million on May 31, 2025.
The Company believes cash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to fund near term and foreseeable future business operations, capital needs, upcoming debt maturities, future dividends and share repurchases, subject to financing availability in the marketplace.
Contingencies
36
The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company's Consolidated Financial Statements. Refer to Note 12 of the Consolidated Financial Statements for more information relating to contingencies.
Basis of Presentation
The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended May 31, 2025, and the fiscal year ended June 1, 2024, both contained 52 weeks, and the fiscal year ended June 3, 2023, contained 53 weeks.
Contractual Obligations
Contractual obligations associated with our ongoing business and financing activities will result in cash payments in future periods. The following table summarizes the amounts and estimated timing of these future cash payments. Further information regarding debt obligations can be found in Note 5 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 6 of the Consolidated Financial Statements.
| Payments due by fiscal year | |||||||||||||||||||||||||||||
| (In millions) | Total | 2026 | 2027-2028 | 2029-2030 | Thereafter | ||||||||||||||||||||||||
Short-term borrowings and long-term debt (1) | $ | 1,337.0 | $ | 16.0 | $ | 50.7 | $ | 1,270.3 | $ | — | |||||||||||||||||||
Estimated interest on debt obligations (1) | 242.3 | 59.7 | 125.3 | 57.3 | — | ||||||||||||||||||||||||
| Operating leases | 597.5 | 88.0 | 183.4 | 146.4 | 179.7 | ||||||||||||||||||||||||
| Purchase obligations | 52.8 | 52.8 | — | — | — | ||||||||||||||||||||||||
Pension and other post employment benefit plans funding (2) | 5.8 | 1.8 | 1.1 | 1.0 | 1.9 | ||||||||||||||||||||||||
Stockholder dividends (3) | 12.7 | 12.7 | — | — | — | ||||||||||||||||||||||||
Other (4) | 4.6 | 0.5 | 0.9 | 0.8 | 2.4 | ||||||||||||||||||||||||
| Total | $ | 2,252.7 | $ | 231.5 | $ | 361.4 | $ | 1,475.8 | $ | 184.0 | |||||||||||||||||||
(1) Includes the current portion of long-term debt. Contractual cash payments on long-term debt obligations are disclosed herein based on the amounts borrowed as of May 31, 2025, and the maturity date of the underlying debt. Estimated future interest payments on our outstanding interest-bearing debt obligations are based on interest rates as of May 31, 2025. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.
(2) Pension plan funding commitments are known for a 12-month period for those plans that are funded; unfunded pension and post-retirement plan funding amounts are equal to the estimated benefit payments. As of May 31, 2025, the total projected benefit obligation for our domestic and international employee pension benefit plans was $77.9 million.
(3) Represents the dividend payable as of May 31, 2025. Future dividend payments are not considered contractual obligations until declared.
(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.
Critical Accounting Policies and Estimates
Our goal is to report financial results clearly and understandably. We follow accounting principles generally accepted in the United States in preparing our Consolidated Financial Statements, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. These policies and disclosures are reviewed at least annually with the Audit Committee of the Board of Directors.
We believe that of our significant accounting policies, which are described in Note 1 of our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.
Business Combinations
Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair values to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.
We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant
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estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to:
•future expected cash flows from acquired customer relationships and trade names,
•assumed royalty rates that could be payable if we did not own the trademarks, and
•discount rates.
Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the values of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. There were no material acquisitions during fiscal 2025, fiscal 2024 or fiscal 2023.
Goodwill and Indefinite-lived Intangibles
We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year as of March 31 or more frequently if events or changes in circumstances indicate an impairment might be possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.
When the Company performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income approach and the market approach. The income approach is based on projected discounted cash flows using a market participant discount rate. The market approach is based on financial multiples of companies comparable to each reporting unit and applies a control premium. We corroborate the fair value through a market capitalization reconciliation to determine if the implied control premium is reasonable based on the qualitative considerations, such as recent market transactions.
The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but future changes in the underlying assumptions could occur due to the inherent uncertainty in making such estimates.
Further declines in the Company’s operating results due to challenging economic conditions, an unfavorable industry or macroeconomic development or other adverse changes in market conditions could change one of the key assumptions the Company uses to calculate the fair value of its long-lived assets, goodwill and indefinite-lived trade names, which could result in a further decline in fair value and require the Company to record an impairment charge in future periods.
Goodwill
Certain business acquisitions have resulted in the recording of goodwill. At May 31, 2025, and June 1, 2024, we had goodwill recorded within the Consolidated Balance Sheets of $1,152.4 million and $1,226.3 million, respectively.
Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.
During the third quarter of fiscal year 2025, the Company identified indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. Although our annual impairment test is performed during the fourth quarter, we perform a qualitative assessment each interim reporting period to determine whether there are indicators of a triggering event in the quarter. Through this assessment management identified an impairment triggering event associated with lower-than-expected operating results. This suggested that the fair value of one or more of our reporting units may have fallen below their carrying amount. Accordingly, we performed a quantitative valuation of each reporting unit during the quarter.
The Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:
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•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.
The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of each reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value.
The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to each reporting unit. The Company believes the discount rates selected in the quantitative assessment is appropriate in that it exceeds the estimated weighted average cost of capital for our business as a whole.
As a result of the third quarter fiscal year 2025 goodwill impairment test, the Company recognized a total non-cash impairment charge of $30.1 million and $62.2 million in its Global Retail and Holly Hunt reporting units, respectively. The goodwill impairment charges were primarily caused by reduced sales and profitability projections as well as an increase in the discount rate. After these impairment charges and before the changes in reporting units resulting from our third quarter fiscal year 2025 segment re-organization, the Global Retail and Holly Hunt reporting units had remaining goodwill of $357.0 million and $33.0 million, respectively. The quantitative assessment in the third quarter of fiscal year 2025 resulted in the fair values of the Americas Contract, International Contract and Coverings reporting units exceeding their respective carrying values (the "cushion") by 32%, 63% and 10%, respectively.
Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 12.0% to 15.0% and long-term growth rates ranging from 2.5% to 3.0%.
The Company evaluated the sensitivity of changes in projected growth rates, discount rates and long-term growth rates for the reporting units with goodwill remaining as of March 1, 2025.
•A decrease in the forecasted sales by 500 basis points in all years or an increase in the discount rate of 100 basis points, leaving all other assumptions static, would not result in impairment for the Americas Contract, International Contract or Coverings reporting units.
•A decrease in the operating margin of 100 basis points in all years, leaving all other assumptions static, would not result in impairment for the Americas Contract or International Contract reporting units. For the Coverings reporting unit it would result in impairment of $3.0 million.
•A reduction in the projected sales growth rate, decline in operating margins, an increase in the discount rate or a decline in the long-term sales growth rate for the Holly Hunt or Global Retail reporting units may result in the need to record an additional impairment charge.
Additionally, in the third quarter of fiscal year 2025 the Company implemented an organizational change that resulted in a change in the reportable segments and reporting units. As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units. As a result of this change, $26.1 million of goodwill was reassigned from the Americas Contract reporting unit to the International Contract reporting unit, based on the relative fair value approach. Additionally, the $33.0 million of remaining goodwill for the Holly Hunt reporting unit was moved to the Global Retail reporting unit. Subsequent to this change the Company has four reporting units, North America Contract, International Contract, Global Retail and Coverings.
Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic
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350): Testing Goodwill for Impairment. Through the performance of this qualitative assessment we determined that there were no indicators of impairment.
Indefinite-lived Intangible Assets
Certain business acquisitions have resulted in the recording of trade names as indefinite-lived intangible assets, which are not amortized. At May 31, 2025, and June 1, 2024, the Company held trade name assets with a carrying value of $432.5 million and $465.5 million, respectively.
The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.
During the third quarter of fiscal year 2025 the Company identified indicators that impairment was more likely than not for certain of the indefinite-lived intangible assets. Accordingly, the Company performed quantitative assessments during the third quarter of fiscal year 2025 to testing the indefinite-lived intangible assets which showed indicators that impairment was more likely than not. This quantitative assessment resulted in the recognition of $37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names. The other indefinite-lived intangible assets were determined to have no impairment.
In performing this quantitative assessment, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:
•actual and forecasted revenue growth rates,
•assumed royalty rates that could be payable if we did not own the trademark, and
•a market participant discount rate based on a weighted-average cost of capital.
In completing the third quarter fiscal year 2025 assessment of indefinite-lived trade name impairment, the respective fair values were estimated using discount rates ranging from 12.00% to 13.00%, royalty rates ranging from 1.50% to 4.50% and long-term growth rates ranging from 2.5% to 3.0%. The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.
For the Knoll trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales would have resulted in $12.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $15.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $11.0 million of impairment charges.
For the Muuto trade name, keeping all other assumptions constant, a 10% decrease in forecasted sales would have resulted in $7.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $4.0 million of impairment charges; and a 100 basis point increase in the discount rate would have resulted in an additional $6.0 million of impairment charges.
In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $8.9 million and $7.9 million, respectively. Accordingly, impairment charges of $16.8 million in total were recognized.
During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more than likely above its fair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived trade name.
If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.
Each indefinite-lived intangible asset was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each asset qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Through the performance of this qualitative assessment we determined that there were no indicators of impairment.
Long-lived Assets
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The Company evaluates other long-lived assets and acquired business units for indicators of impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset group are compared to the carrying value of the asset or asset group. The judgments regarding the existence of impairment are based on market conditions, operational performance, and estimated future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded to adjust the asset to its estimated fair value.
In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $17.4 million related to the right of use assets associated with these locations.
In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million related to the right of use assets associated with these locations.
During fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels already existing within the Global Retail business. Management identified this decision as an indicator of impairment, and accordingly recorded impairment of certain long-lived assets within the Fully asset group of $21.5 million.
The Company believes its assumptions for assessing the impairment of its long-lived assets, goodwill and indefinite-lived trade names are reasonable, but if actual results are not consistent with management's estimates and assumptions, a material impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.
New Accounting Standards
Refer to Note 1 of the Consolidated Financial Statements for information related to new accounting standards.
Forward Looking Statements
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include those relating to future events, anticipated results of operations, our expectations regarding future market conditions, our business strategies, our assessment of risks we face, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial condition or the price of our stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:
•Changes to U.S. and international trade policies, including new or increased tariffs and changing import/export regulations, which impact both the cost and availability of materials and components used to manufacture our products as well as demand for our products;
•Challenges in implementing our growth strategy and the possibility that the assumptions on which that strategy was built prove inaccurate;
•Consumer spending levels, which have a significant impact on demand for our products within our Global Retail segment;
•Global and national economic conditions such as heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, escalating tensions in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events;
•Cybersecurity threats and risks;
•Public health crises, such as pandemics and epidemics, and governmental policies and actions to protect the health and safety of individuals or to maintain the functioning of national or global economies;
•Risks related to the additional debt incurred in connection with our acquisition of Knoll, including increased interest expense, our ability to comply with our debt covenants and obligations, and limitations on certain business activities imposed by our credit agreement;
•Availability and pricing of raw materials;
•Financial strength of our dealers and customers;
•Pace and level of government procurement; and
•Outcome of pending litigation or governmental audits or investigations.
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For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date of this report, and we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
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Item 7A Quantitative and Qualitative Disclosures About Market Risk
The Company manufactures, markets, and sells its products throughout the world and, as a result, is subject to changing economic conditions, which could reduce the demand for its products or increase the demand for components and raw materials purchased by the Company.
Direct Material Costs
The Company is exposed to risks arising from price changes for certain direct materials and assembly components used in its operations. The largest of such costs incurred by the Company are for steel, plastics, textiles, wood particleboard and aluminum components. The impact from changes in all commodity prices decreased the Company's costs by approximately $5.7 million during fiscal 2025 compared to the prior year primarily due to decreased steel and aluminum costs offset in part by increased plastic costs. The impact from changes in commodity prices decreased the Company's costs by approximately $10.8 million during fiscal 2024 as compared to fiscal 2023. Note that these changes include the impact of Chinese tariffs on the Company's direct material costs.
The market prices for commodities will fluctuate over time and the Company acknowledges that such changes are likely to impact its costs for key direct materials and assembly components. Consequently, it views the prospect of such changes as an outlook risk to the business.
Significant increases in the cost of raw materials can be difficult to offset with price increases due to existing contractual agreements with customers as well as difficulty finding effective financial instruments to hedge these changes. Our profitability could be negatively impacted in the long term if we are not able to pass along higher raw material costs to our customers.
Foreign Exchange Risk
The Company primarily manufactures its products in the United States, United Kingdom, Canada, China, Italy, India, Mexico and Brazil. It also sources completed products and product components from outside the United States. The Company's completed products are sold in numerous countries around the world. Sales in foreign countries as well as certain expenses related to those sales are transacted in currencies other than the Company's reporting currency, the U.S. dollar. Accordingly, production costs and profit margins related to these sales are affected by the currency exchange relationship between the countries where the sales take place and the countries where the products are sourced or manufactured. These currency exchange relationships can also impact the Company's competitive positions within these markets.
In the normal course of business, the Company enters into contracts denominated in foreign currencies. The principal foreign currencies in which the Company conducts its business are the British pound sterling, euro, Canadian dollar, Japanese yen, Mexican peso, Hong Kong dollar, Chinese renminbi, and the Danish krone. As of May 31, 2025, the Company had outstanding 21 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.
| (In millions, except number of forward contracts) | ||||||||||||||
| Net Asset Exposure | ||||||||||||||
| Currency | Number of Forward Contracts | Net Exposure | ||||||||||||
| USD | 10 | 91.5 | ||||||||||||
| EUR | 3 | 38.0 | ||||||||||||
| CNY | 1 | 24.0 | ||||||||||||
| Net Liability Exposure | ||||||||||||||
| Currency | Number of Forward Contracts | Net Exposure | ||||||||||||
| USD | 6 | 34.5 | ||||||||||||
| EUR | 1 | 1.1 | ||||||||||||
As of June 1, 2024, the Company had outstanding 21 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.
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| (In millions, except number of forward contracts) | ||||||||||||||
| Net Asset Exposure | ||||||||||||||
| Currency | Number of Forward Contracts | Net Exposure | ||||||||||||
| USD | 6 | 53.3 | ||||||||||||
| EUR | 2 | 49.4 | ||||||||||||
| BRL | 1 | 3.9 | ||||||||||||
| CNY | 1 | 20.4 | ||||||||||||
| JPY | 1 | 573.1 | ||||||||||||
| Net Liability Exposure | ||||||||||||||
| Currency | Number of Forward Contracts | Net Exposure | ||||||||||||
| USD | 3 | 15.3 | ||||||||||||
| DKK | 2 | 20.1 | ||||||||||||
| CNH | 2 | 242.5 | ||||||||||||
| EUR | 1 | 1.1 | ||||||||||||
| GBP | 1 | 1.1 | ||||||||||||
| MXN | 1 | 101.1 | ||||||||||||
The cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency resulted in a net gain of $6.1 million in fiscal 2025 compared to a net gain of $3.0 million in fiscal 2024 included in net earnings. These amounts are included in Other expense (income), net in the Consolidated Statements of Comprehensive Income. Additionally, the cumulative effect of translating the balance sheet and income statement accounts from the functional currency into the United States dollar increased the accumulated comprehensive loss component of total stockholders' equity by $35.1 million compared to an increase of $8.3 million as of the end of fiscal 2025 and 2024, respectively.
Interest Rate Risk
The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements were entered into to exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.
These interest rate swap derivative instruments are held and used by the Company as a tool for managing interest rate risk. They are not used for trading or speculative purposes. The counterparties to the swap instruments are large financial institutions that the Company believes are of high-quality creditworthiness. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, such losses are not anticipated.
In September 2016, the Company entered into an interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on its revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 1.949% fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.910% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.
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In June 2017, the Company entered into a second interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $75.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on its revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 2.387% fixed interest rate plus applicable margin under the agreement as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 2.348% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.
In January 2022, the Company entered into a third interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $575.0 million with a forward start date of January 31, 2022, and a maturity date of January 29, 2027. The interest rate swap locked in the Company’s interest rate on forecasted outstanding borrowings of $575.0 million at 1.689% exclusive of the credit spread on the variable rate debt. The Company effectively will convert LIBOR-based floating interest rate plus applicable margin indebtedness to a 1.689% fixed interest rate plus applicable margin under the agreement as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650% modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448% floor and related CSA.
In February 2023, the Company entered into a fourth interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of March 3, 2023, and a termination date of January 3, 2029. The interest rate swap locked in the Company’s interest rate on the forecasted outstanding borrowings of $150.0 million at 3.950% exclusive of the credit spread on the variable rate debt. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Term SOFR floating interest rate plus applicable margin to 3.950% fixed interest rate plus applicable margin as of the forward start date.
The fair market value of the effective interest rate swap instruments was a net asset of $26.1 million and $61.7 million as of May 31, 2025, and June 1, 2024, respectively. All cash flows related to the Company's interest rate swap instruments are denominated in U.S. Dollars. For further information, refer to Note 5 and Note 11 of the Consolidated Financial Statements.
Expected cash outflows (notional amounts) over the next five years and thereafter related to debt instruments are as follows.
| (In millions) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total(1) | ||||||||||||||||||||||||||||||||||
| Long-Term Debt Instruments: | |||||||||||||||||||||||||||||||||||||||||
Interest rate 1.650%(2) | $ | — | $ | 575.0 | $ | — | $ | — | $ | — | $ | — | $ | 575.0 | |||||||||||||||||||||||||||
Interest rate 1.910%(2) | $ | — | $ | — | $ | 150.0 | $ | — | $ | — | $ | — | $ | 150.0 | |||||||||||||||||||||||||||
Interest rate 2.348%(2) | $ | — | $ | — | $ | 75.0 | $ | — | $ | — | $ | — | $ | 75.0 | |||||||||||||||||||||||||||
Interest rate 3.950%(2) | $ | — | $ | — | $ | — | $ | 150.0 | $ | — | $ | — | $ | 150.0 | |||||||||||||||||||||||||||
(1) Amount does not include the recorded fair value of the swap instruments.
(2) The Company's revolving credit facility and Term Loans have a variable interest rate, but due to the interest rate swaps, the rate on $150.0 million, $75.0 million, $575.0 million and $150.0 million will be fixed at 1.91%, 2.348%, 1.65% and 3.95%, respectively.
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Item 8 Financial Statements and Supplementary Data
MillerKnoll, Inc.
Consolidated Statements of Comprehensive Income
| Year Ended | |||||||||||||||||
| (In millions, except per share data) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Gross margin | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Impairment charges | |||||||||||||||||
| Restructuring expenses | |||||||||||||||||
Design and research | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Operating earnings | |||||||||||||||||
Interest expense | |||||||||||||||||
| Interest and other investment (income) expense | ( | ( | ( | ||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||
| (Loss) earnings before income taxes and equity income | ( | ||||||||||||||||
| Income tax expense | |||||||||||||||||
| Equity earnings (loss) from nonconsolidated affiliate, net of tax | ( | ( | |||||||||||||||
| Net (loss) earnings | ( | ||||||||||||||||
| Net earnings attributable to redeemable noncontrolling interests | |||||||||||||||||
| Net (loss) earnings attributable to MillerKnoll, Inc. | $ | ( | $ | $ | |||||||||||||
| (Loss) earnings per share - basic | $ | ( | $ | $ | |||||||||||||
| (Loss) earnings per share - diluted | ( | ||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||
| Pension and post-retirement liability adjustments | ( | ||||||||||||||||
| Unrealized (loss) gain on interest rate swap agreement | ( | ||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Comprehensive (loss) income | ( | ||||||||||||||||
| Comprehensive income attributable to redeemable noncontrolling interests | |||||||||||||||||
| Comprehensive (loss) income attributable to MillerKnoll, Inc. | $ | ( | $ | $ | |||||||||||||
46
MillerKnoll, Inc.
Consolidated Balance Sheets
| (In millions, except share and per share data) | May 31, 2025 | June 1, 2024 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Unbilled accounts receivable | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses | |||||||||||
| Assets held for sale | |||||||||||
Other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
| Right of use assets | |||||||||||
| Goodwill | |||||||||||
| Indefinite-lived intangibles | |||||||||||
Other amortizable intangibles, net of accumulated amortization of $ | |||||||||||
Other noncurrent assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Short-term borrowings and current portion of long-term debt | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Short-term lease liability | |||||||||||
| Accrued warranty | |||||||||||
| Customer deposits | |||||||||||
Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and post-retirement benefits | |||||||||||
| Lease liabilities | |||||||||||
Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders' Equity: | |||||||||||
Preferred stock, no par value ( | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Stockholders' Equity | |||||||||||
| Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity | $ | $ | |||||||||
47
MillerKnoll, Inc.
Consolidated Statements of Stockholders' Equity
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Deferred Compensation Plan | MillerKnoll, Inc. Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
| (In millions, except share and per share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
| May 28, 2022 | $ | $ | $ | $ | ( | $ | — | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Restricted and performance stock units released | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Deferred stock unit | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Director's fees | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Redemption Value Adjustment | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| June 3, 2023 | $ | $ | $ | $ | ( | $ | — | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Restricted and performance stock units released | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Director's fees | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Redemption Value Adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| June 1, 2024 | $ | $ | $ | $ | ( | $ | — | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Restricted and performance stock units released | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan issuances | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock, including excise tax | ( | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Deferred stock unit | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Director's fees | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Redemption Value Adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| May 31, 2025 | $ | $ | $ | $ | ( | $ | — | $ | |||||||||||||||||||||||||||||||||
48
MillerKnoll, Inc.
Consolidated Statements of Cash Flows
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Cash Flows from Operating Activities: | |||||||||||||||||
| Net (loss) earnings | $ | ( | $ | $ | |||||||||||||
| Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||||||||
| Depreciation expense | |||||||||||||||||
| Amortization expense | |||||||||||||||||
| Loss on sale of equity method investment | |||||||||||||||||
| Deferred taxes | ( | ( | ( | ||||||||||||||
| Pension contributions | ( | ( | ( | ||||||||||||||
| Impairment charges | |||||||||||||||||
| Restructuring expenses | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||
| Operating leases | ( | ( | |||||||||||||||
| Decrease (increase) in long-term assets | ( | ||||||||||||||||
| Changes in current assets and liabilities: | |||||||||||||||||
| (Increase) decrease in accounts receivable & unbilled accounts receivable | ( | ||||||||||||||||
| (Increase) decrease in inventories | ( | ||||||||||||||||
| (Increase) decrease in prepaid expenses and other | ( | ||||||||||||||||
| Increase (decrease) in accounts payable | ( | ( | |||||||||||||||
| Increase (decrease) in accrued liabilities | ( | ( | |||||||||||||||
| Other, net | ( | ||||||||||||||||
| Net Cash Provided by Operating Activities | |||||||||||||||||
| Cash Flows from Investing Activities: | |||||||||||||||||
| Advances of notes receivable | ( | ( | ( | ||||||||||||||
| Collection of notes receivable | |||||||||||||||||
| Capital expenditures | ( | ( | ( | ||||||||||||||
| Proceeds from sales of property and dealers | |||||||||||||||||
| Proceeds from life insurance policy | |||||||||||||||||
| Proceeds from the sale of equity method investment | |||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Net Cash (Used in) Investing Activities | ( | ( | ( | ||||||||||||||
| Cash Flows from Financing Activities: | |||||||||||||||||
| Proceeds from issuance of debt, net of discounts | |||||||||||||||||
| Payments of deferred financing costs | ( | ||||||||||||||||
| Repayments of long-term debt | ( | ( | ( | ||||||||||||||
| Proceeds from credit facility | |||||||||||||||||
| Repayments of credit facility | ( | ( | ( | ||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Common stock issued | |||||||||||||||||
| Common stock repurchased and retired | ( | ( | ( | ||||||||||||||
| Distribution to noncontrolling interest | ( | ( | ( | ||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||
| Net Cash (Used in) Financing Activities | ( | ( | ( | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||||||||
| Net (Decrease) Increase In Cash and Cash Equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents, Beginning of Year | |||||||||||||||||
| Cash and Cash Equivalents, End of Year | $ | $ | $ | ||||||||||||||
| Other Cash Flow Information | |||||||||||||||||
| Interest paid | $ | $ | $ | ||||||||||||||
| Income taxes paid, net of cash received | $ | $ | $ | ||||||||||||||
49
Notes to the Consolidated Financial Statements
| Note 1 | Significant Accounting and Reporting Policies | 51 | ||||||
| Note 2 | Revenue from Contracts with Customers | 60 | ||||||
| Note 3 | Inventories | 63 | ||||||
| Note 4 | Investments in Nonconsolidated Affiliates | 63 | ||||||
| Note 5 | Short-Term Borrowings and Long-Term Debt | 64 | ||||||
| Note 6 | Leases | 66 | ||||||
| Note 7 | Employee Benefit Plans | 67 | ||||||
| Note 8 | Common Stock and Per Share Information | 71 | ||||||
| Note 9 | Stock-Based Compensation | 71 | ||||||
| Note 10 | Income Taxes | 76 | ||||||
| Note 11 | Fair Value Measurements | 80 | ||||||
| Note 12 | Commitments and Contingencies | 84 | ||||||
| Note 13 | Operating Segments | 85 | ||||||
| Note 14 | Accumulated Other Comprehensive Loss | 88 | ||||||
| Note 15 | Restructuring and Integration Expense | 88 | ||||||
| Note 16 | Variable Interest Entities | 90 | ||||||
50
1. Significant Accounting and Reporting Policies
The following is a summary of significant accounting and reporting policies not reflected elsewhere in the accompanying financial statements.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of MillerKnoll, Inc. and its controlled domestic and foreign subsidiaries. The consolidated entities are collectively referred to as “the Company.” All intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements.
Description of Business
The Company researches, designs, manufactures, sells and distributes interior furnishings for use in various environments including office, healthcare, educational and residential settings and provides related services that support companies all over the world. The Company's products are sold primarily through independent contract furniture dealers, retail studios, the Company's eCommerce platforms, direct-mail catalogs, as well as direct customer sales and independent retailers.
MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders, DatesWeiser, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. Combined, MillerKnoll represents over 100 years of design research and exploration in service of humanity. The Company is united by a belief in design as a tool to create positive impact and shape a more sustainable, caring, and beautiful future for all people and the planet.
Fiscal Year
Foreign Currency Translation
The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net loss of $6.1 million, $3.0 million, and $4.8 million for the fiscal years ended May 31, 2025, June 1, 2024, and June 3, 2023, respectively. These amounts are included in Other expense (income), net in the Consolidated Statements of Comprehensive Income.
Cash and Cash Equivalents
Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.
The Company’s net cash pool position consisted of the following:
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Gross cash position | $ | $ | |||||||||
| Less: cash borrowings | ( | ( | |||||||||
| Net cash position | $ | $ | |||||||||
The Company holds cash equivalents as part of its cash management function. Cash equivalents include money market funds and time deposit investments with original maturities of less than three months. The carrying value of cash equivalents, which approximates fair value, totaled $34.0 million and $55.9 million as of May 31, 2025 and June 1, 2024, respectively.
51
All cash equivalents are high-credit quality financial instruments and the amount of credit exposure to any one financial institution or instrument is limited.
Allowances for Credit Losses
Allowances for credit losses related to accounts are managed at a level considered by management to be adequate to absorb an estimate of probable future losses existing at the balance sheet date.
In estimating probable losses, we review accounts based on known customer exposures, historical credit experience, and specific identification of other potentially uncollectible accounts. An accounts receivable balance is considered past due when payment is not received within the stated terms. Accounts that are considered to have higher credit risk are reviewed using information available about the debtor, such as financial statements, news reports and published credit ratings. General information regarding industry trends and the economic environment is also used.
We arrive at an estimated loss for specific concerns and estimate an additional amount for the remainder of trade balances based on historical trends and other factors previously referenced. Balances are written off against the reserve once the Company determines the probability of collection to be remote. The Company generally does not require collateral or other security on trade accounts receivable. Subsequent recoveries, if any, are credited to bad debt expense when received.
Concentrations of Credit Risk
The Company's trade receivables are primarily due from independent dealers who, in turn, carry receivables from their customers. The Company monitors and manages the credit risk associated with individual dealers and direct customers where applicable. Dealers are responsible for assessing and assuming credit risk of their customers and may require their customers to provide deposits, letters of credit or other credit enhancement measures. Some sales contracts are structured such that the customer payment or obligation is direct to the Company. In those cases, the Company may assume the credit risk. Whether from dealers or customers, the Company's trade credit exposures are not concentrated with any particular entity.
Inventories
Inventories are valued at the lower of cost or net realizable value and include material, labor and overhead. The Company establishes reserves for excess and obsolete inventory based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or net realizable value may be adjusted in response to changing conditions, however inventory cannot be subsequently written back up, since the reserve establishes a new (lower) cost basis. Inventory cost is primarily determined using the first in, first out (FIFO) method. Further information on the Company's recorded inventory balances can be found in Note 3 of the Consolidated Financial Statements.
Goodwill and Indefinite-lived Intangible Assets
The changes in the carrying amount of goodwill, by reporting segment, are as follows:
| (In millions) | North America Contract(1) | International Contract | Global Retail(2) | Total | ||||||||||||||||||||||
| Balance at June 3, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||
| Balance at June 1, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
(1) North America Contract segment had accumulated goodwill impairments of $36.7
(2) Global Retail segment had accumulated goodwill impairments of $181.1 million as of May 31, 2025, and $88.8
52
Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:
| (In millions) | Indefinite-lived Intangible Assets | |||||||
| Balance at June 3, 2023 | $ | |||||||
| Foreign currency translation adjustments | ||||||||
| Impairment Charges | ( | |||||||
| Balance at June 1, 2024 | $ | |||||||
| Foreign currency translation adjustments | ||||||||
| Impairment charges | ( | |||||||
| Balance at May 31, 2025 | $ | |||||||
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.
During the third quarter of fiscal year 2025, the Company identified indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. Although our annual impairment test is performed during the fourth quarter, we perform a qualitative assessment each interim reporting period to determine whether there are indicators of a triggering event in the quarter. Through this assessment management identified an impairment triggering event associated with lower-than-expected operating results. This suggested that the fair value of one or more of our reporting units may have fallen below their carrying amount. Accordingly, we performed a quantitative valuation of each reporting unit during the quarter.
The Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:
•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.
The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of each reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value.
The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to each reporting unit. The Company believes the discount rates selected in the quantitative assessment is appropriate in that it exceeds the estimated weighted average cost of capital for our business as a whole.
As a result of the third quarter fiscal year 2025 goodwill impairment test, the Company recognized a total non-cash impairment charge of $30.1 million and $62.2 million in its Global Retail and Holly Hunt reporting units, respectively. The goodwill impairment charges were primarily caused by reduced sales and profitability projections as well as an increase in the discount rate. After these impairment charges and before the changes in reporting units resulting from our third quarter fiscal year 2025 segment re-organization, the Global Retail and Holly Hunt reporting units had remaining goodwill of $357.0 million and $33.0 million, respectively. The quantitative assessment in the third quarter of fiscal year 2025 resulted in the fair values of the Americas Contract, International Contract and Coverings reporting units exceeding their respective carrying values (the "cushion") by 32 %, 63 % and 10 %, respectively.
53
Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 12.0 % to 15.0 % and long-term growth rates ranging from 2.5 % to 3.0 %.
The Company evaluated the sensitivity of changes in projected growth rates, discount rates and long-term growth rates for the reporting units with goodwill remaining as of March 1, 2025.
•A decrease in the forecasted sales by 500 basis points in all years or an increase in the discount rate of 100 basis points, leaving all other assumptions static, would not result in impairment for the Americas Contract, International Contract or Coverings reporting units.
•A decrease in the operating margin of 100 basis points in all years, leaving all other assumptions static, would not result in impairment for the Americas Contract or International Contract reporting units. For the Coverings reporting unit it would result in impairment of $3.0 million.
•A reduction in the projected sales growth rate, decline in operating margins, an increase in the discount rate or a decline in the long-term sales growth rate for the Holly Hunt or Global Retail reporting units may result in the need to record an additional impairment charge.
Additionally, in the third quarter of fiscal year 2025 the Company implemented an organizational change that resulted in a change in the reportable segments and reporting units. As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units. As a result of this change, $26.1 33.0 four reporting units, North America Contract, International Contract, Global Retail, and Coverings.
Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Through the performance of this qualitative assessment we determined that there were no indicators of impairment.
Indefinite-lived Intangible Assets
The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.
During the third quarter of fiscal year 2025 the Company identified indicators that impairment was more likely than not for certain of the indefinite-lived intangible assets. Accordingly, the Company performed quantitative assessments during the third quarter of fiscal year 2025 to test the indefinite-lived intangible assets which showed indicators that impairment was more likely than not. This quantitative assessment resulted in the recognition of $37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names. The other indefinite-lived intangible assets were determined to have no impairment.
In performing this quantitative assessment, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:
•actual and forecasted revenue growth rates,
•assumed royalty rates that could be payable if we did not own the trademark, and
•a market participant discount rate based on a weighted-average cost of capital.
In completing the third quarter fiscal year 2025 assessment of indefinite-lived trade name impairment, the respective fair values were estimated using discount rates ranging from 12.8 % to 17.3 %, royalty rates ranging from 1.0 % to 3.0 % and long-term growth rates ranging from 2.5 % to 3.0 %. The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. If the estimated cash flows
54
related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.
For the Knoll trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales would have resulted in $12.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $15.0 million of ; and a 100 basis point increase in the discount rate would have resulted in an additional $11.0 million of impairment charges.
For the Muuto trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales would have resulted in $7.0 million of additional pre-tax impairment charges; a decrease in the royalty rate of 25 basis points would have resulted in an additional $4.0 million of ; and a 100 basis point increase in the discount rate would have resulted in an additional $6.0 million of impairment charges.
Each of the indefinite-lived intangible assets was reviewed for impairment using a qualitative assessment as of March 31, 2025. The Company elected to test each asset qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350). Through the performance of this qualitative assessment we determined that there were no indicators of impairment.
In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $8.9 million and $7.9 million, respectively. Accordingly, impairment charges of $16.8 million in total were recognized.
During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more than likely above its fair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived trade name.
If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.
Property, Equipment and Depreciation
Property and equipment are stated at cost. The cost is depreciated over the estimated useful lives of the assets using the straight-line method. Estimated useful lives range from 3 to 10 years for machinery and equipment and do not exceed 40 years for buildings. Leasehold improvements are depreciated over the lesser of the lease term or the useful life of the asset. The Company capitalizes certain costs incurred in connection with the development, testing and installation of software for internal use and cloud computing arrangements. Software for internal use is included in property and equipment and is depreciated over an estimated useful life not exceeding 10 years. Depreciation and amortization expense is included in the Consolidated Statements of Comprehensive Income in the Cost of sales, Selling, general and administrative and Design and research line items.
The following table summarizes our property as of the dates indicated:
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
As of the end of fiscal 2025, outstanding commitments for future capital purchases approximated $69.2 million.
Other Long-Lived Assets
The Company reviews the carrying value of long–lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset or asset group are compared to the carrying value of the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.
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Amortizable intangible assets within Other amortizable intangibles, net in the Consolidated Balance Sheets consist primarily of patents, trademarks and customer relationships. The customer relationships intangible asset is comprised of relationships with customers, specifiers, networks, dealers and distributors. Refer to the following table for the combined gross carrying value and accumulated amortization for these amortizable intangibles.
| May 31, 2025 | |||||||||||||||||||||||||||||||||||
| (In millions) | Patent and Trademarks | Customer Relationships | Designs and Patterns | Backlog | Other | Total | |||||||||||||||||||||||||||||
| Gross carrying value | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Accumulated amortization | |||||||||||||||||||||||||||||||||||
| Net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| June 1, 2024 | |||||||||||||||||||||||||||||||||||
| Patent and Trademarks | Customer Relationships | Designs and Patterns | Backlog | Other | Total | ||||||||||||||||||||||||||||||
| Gross carrying value | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Accumulated amortization | |||||||||||||||||||||||||||||||||||
| Net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Estimated amortization expense on existing amortizable intangible assets as of May 31, 2025, for each of the succeeding five fiscal years, is as follows:
| (In millions) | |||||
| 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $17.4 million related to the right of use assets associated with these locations.
In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $5.5 million recognized for the right of use assets associated with these locations. Additionally, 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 June 1, 2024, the carrying amount of these assets held for sale was $3.5 million and classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets. The sale of the manufacturing facility was completed in the third quarter of fiscal 2025, resulting in a gain of approximately $2.8 million included within in the Consolidated Statements of Comprehensive Income.
In the third quarter of fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels of the Global Retail business. As a result of this decision, the Company recorded asset Impairment charges related to Other Long-Lived Assets of $21.5 million in the third quarter of fiscal 2023. Of this amount, $11.6 million of the impairment related to the Fully trade name.
The table below provides information related to the impairments recognized in fiscal 2025 and fiscal 2024. These charges are included in "Selling, general and administrative" within the Consolidated Statements of Comprehensive Income.
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Property and equipment | $ | $ | |||||||||
| Right of use asset | |||||||||||
| Total | $ | $ | |||||||||
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Self-Insurance
The Company is partially self-insured for general liability, workers' compensation and certain employee health and dental benefits under insurance arrangements that provide for third-party coverage of claims exceeding the Company's loss retention levels. The Company's health benefit and auto liability retention levels do not include an aggregate stop loss policy. The Company's retention levels designated within significant insurance arrangements as of May 31, 2025, are as follows:
| (In millions) | Retention Level (per occurrence) | ||||
| General liability | $ | ||||
| Auto liability | $ | ||||
| Workers' compensation | $ | ||||
| Health benefit | $ | ||||
Research, Development and Other Related Costs
Royalty payments made to designers of the Company's products as the products are sold are variable costs based on product sales. These expenses totaled $33.1 million, $30.6 million and $38.1 million in fiscal years 2025, 2024 and 2023 respectively. They are included in Design and research expense in the accompanying Consolidated Statements of Comprehensive Income.
Customer Payments and Incentives
We offer various sales incentive programs to our customers, such as rebates and discounts. Programs such as rebates and discounts are adjustments to the selling price and are therefore characterized as a reduction to net sales.
Revenue Recognition
The Company recognizes revenue when performance obligations, based on the terms of customer contracts, are satisfied. This happens when control of goods and services based on the contract have been conveyed to the customer. Revenue for the sale of products is recognized at the point in time when control transfers, generally upon transfer of title and risk of loss to the customer. Revenue for services is recognized over time as the services are provided. The method of revenue recognition may vary, depending on the type of contract with the customer, as noted in the section "Disaggregated Revenue" in Note 2 of the Consolidated Financial Statements.
The Company's contracts with customers include master agreements and certain other forms of contracts, which do not reach the level of a performance obligation until a purchase order is received from a customer. At the point in time that a purchase order under a contract is received by the Company, the collective group of documents represent an enforceable contract between the Company and the customer. While certain customer contracts may have a duration of greater than a year, all purchase orders are less than a year in duration. As of May 31, 2025, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months.
Variable consideration exists within certain contracts that the Company has with customers. When variable consideration is present in a contract with a customer, the Company estimates the amount that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. These estimates are primarily related to rebate programs which involve estimating future sales amounts and rebate percentages to use in the determination of transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not
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occur. Adjustments to net sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements. Also, the Company has no contracts with significant financing components.
The Company accounts for shipping and handling activities as fulfillment activities and these costs are accrued within Cost of sales at the same time revenue is recognized. The Company does not record revenue for sales tax, value added tax or other taxes that are collected on behalf of government entities. The Company’s revenue is recorded net of these taxes as they are passed through to the relevant government entities. The Company has recognized incremental costs to obtain a contract as an expense when incurred as the amortization period is less than one year. The Company has not adjusted the amount of consideration to be received for any significant financing components as the Company’s contracts have a duration of one year or less.
Leases
The Company accounts for leases in accordance with ASC Topic 842, Leases, (“ASC 842”). For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Upon implementation, the Company elected to not separate lease and non-lease components, for all leases.
As none of the Company’s leases provide an implicit discount rate, the Company uses an estimated incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, location of the lease, and the Company’s credit risk relative to risk-free market rates.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Leases, and any leasehold improvements, are depreciated over the expected lease term. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.
Variable lease costs associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease costs are presented as Operating expenses in the Company’s Consolidated Statements of Comprehensive Income in the same line item as the expense arising from fixed lease payments for operating leases.
The Company determines if an arrangement is a lease at contract inception. Arrangements that are leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. If leased assets have leasehold improvements, the depreciable life of those leasehold improvements are limited by the expected lease term.
ROU assets for operating leases are subject to the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.
Cost of Sales
Selling, General and Administrative
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
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liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.
The Company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the Company operates. Complex tax laws can be subject to different interpretations by the Company and the respective government authorities. Judgment is required in evaluating tax positions and determining our tax expense. Tax positions are reviewed quarterly and tax assets and liabilities are adjusted as new information becomes available.
In evaluating the Company's ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all positive and negative evidence. These assumptions require judgment about forecasts of future taxable income.
Stock-Based Compensation
The Company has several stock-based compensation plans, which are described in Note 9 of the Consolidated Financial Statements. Our policy is to expense stock-based compensation using the fair-value based method of accounting for all awards granted.
Earnings per Share
Basic earnings per share (EPS) excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options or the vesting of restricted shares and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-average number of shares outstanding, plus all dilutive shares that could potentially be issued. When in a loss position, basic and diluted EPS use the same weighted-average number of shares outstanding. Refer to Note 8 of the Consolidated Financial Statements for further information regarding the computation of EPS.
Comprehensive Income
Comprehensive income consists of net earnings, foreign currency translation adjustments, unrealized holding gains on securities, unrealized gains on interest rate swap agreement and pension and post-retirement liability adjustments. Refer to Note 14 of the Consolidated Financial Statements for further information regarding comprehensive income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value
The Company classifies and discloses its fair value measurements in one of the following three categories:
•Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.
•Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.
•Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.
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See Note 11 of the Consolidated Financial Statements for the required fair value disclosures.
Derivatives and Hedging
The Company calculates the fair value of financial instruments using quoted market prices whenever available. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and interest rate risk. The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported within Other expense (income), net in the Consolidated Statements of Comprehensive Income, or Accumulated other comprehensive loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.
Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income. Derivatives not designated as hedging instruments are marked-to-market at the end of each period with the results included in Consolidated Statements of Comprehensive Income.
See Note 11 of the Consolidated Financial Statements for further information regarding derivatives.
Recently Adopted Accounting Standards
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU 2023-07 for the fiscal year ended May 31, 2025. We adopted this guidance on a retrospective basis, which modified our annual disclosures in fiscal 2025 but did not have a material effect on the Company's financial position, results of operations, or cash flows. Refer to Note 13 Operating Segments in the accompanying notes to the consolidated statements for further detail.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2023-09, 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 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.
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 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, 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.
We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.
2. Revenue from Contracts with Customers
Disaggregated Revenue
The Company’s revenue is comprised primarily of sales of products and installation services. Depending on the type of contract, the method of accounting and timing of revenue recognition may differ. Below, descriptions have been provided that summarize the Company’s different types of contracts and how revenue is recognized for each.
•Single Performance Obligations - these contracts are transacted with customers and include only the product performance obligation. Most commonly, these contracts represent master agreements with independent third party dealers in which a purchase order represents the customer contract, point of sale transactions through the Global Retail segment, as well as customer purchase orders within the North America Contract and International Contract segments. For contracts that
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include a single performance obligation, the Company records revenue at the point in time when control has transferred to the customer.
•Multiple Performance Obligations - these contracts are transacted with customers and include more than one performance obligation; products, which are shipped to the customer by the Company, and installation and other services, which are primarily fulfilled by independent third-party dealers. For contracts that include multiple performance obligations, the Company records revenue for the product performance obligation at the point in time when control transfers, generally upon transfer of title and risk of loss to the customer. In most cases, the Company has concluded that it is the agent for the installation services performance obligation and as such, the revenue and costs of these services are recorded net within Net sales in the Company’s Consolidated Statements of Comprehensive Income.
In certain instances, entities owned by the Company, rather than independent third-party dealers, perform installation and other services. In these cases, Service revenue is generated by the Company’s entities that provide installation services, and is recognized by the Company over time as the services are provided. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices.
Revenue disaggregated by contract type has been provided in the table below:
Year Ended | |||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Net sales: | |||||||||||
| Single performance obligation | |||||||||||
| Product revenue | $ | $ | |||||||||
| Multiple performance obligations | |||||||||||
| Product revenue | |||||||||||
| Service revenue | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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.
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Revenue disaggregated by product type and segment has been provided in the table below:
| Year Ended | |||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| North America Contract: | |||||||||||
| Workplace | $ | $ | |||||||||
| Performance Seating | |||||||||||
| Lifestyle | |||||||||||
Other(1) | |||||||||||
| Total North America Contract | $ | $ | |||||||||
| International Contract: | |||||||||||
| Workplace | $ | $ | |||||||||
| Performance Seating | |||||||||||
| Lifestyle | |||||||||||
Other(1) | |||||||||||
| Total International Contract | $ | $ | |||||||||
| Global Retail: | |||||||||||
| Workplace | $ | $ | |||||||||
| Performance Seating | |||||||||||
| Lifestyle | |||||||||||
Other(1) | |||||||||||
| Total Global Retail | $ | $ | |||||||||
| Total | $ | $ | |||||||||
(1) "Other" primarily consists of uncategorized product sales and service sales. | |||||||||||
Refer to Note 13 of the Consolidated Financial Statements for further information related to our segments.
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.
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Net sales: | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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The Company approximates that no single dealer accounted for more than 3% of the Company's net sales in the fiscal year ended May 31, 2025. The Company estimates that the largest single end-user customer accounted for $197.4 million, $180.3 million and $174.9 million of the Company's net sales in fiscal 2025, 2024 and 2023, respectively. This represents approximately 5 % of the Company's net sales in fiscal 2025, 5 % in 2024, and 4 % in 2023. The Company's ten largest customers in the aggregate accounted for approximately 18 % of net sales in fiscal 2025, 16 % of net sales in fiscal 2024, and 14 % of net sales in fiscal 2023.
Contract Assets and Contract Liabilities
The Company records contract assets and contract liabilities related to its revenue generating activities. Contract assets include certain receivables from customers that are unconditional as all performance obligations with respect to the contract with the customer have been completed. These amounts represent trade receivables and they are recorded within Accounts receivable, net in the Consolidated Balance Sheets.
Contract assets also include amounts that are conditional because certain performance obligations in contracts with customers are incomplete as of the balance sheet date. These contract assets generally arise due to contracts with customers that include multiple performance obligations, e.g., both the product that is shipped to the customer by the Company, as well as installation services provided by independent third-party dealers. For these contracts, the Company recognizes revenue upon satisfaction of the product performance obligation. These contract assets are included in Unbilled accounts receivable in the Consolidated Balance Sheets until all performance obligations in the contract with the customer have been satisfied.
3. Inventories
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Finished goods and work in process | $ | $ | |||||||||
| Raw materials | |||||||||||
| Total | $ | $ | |||||||||
4. Investments in Nonconsolidated Affiliates
The Company has an investment in an entity that is accounted for using the equity method (“nonconsolidated affiliate”). The investment is included in Other noncurrent assets in the Consolidated Balance Sheets and the equity earnings are included in Equity earnings (loss) from nonconsolidated affiliate, net of tax in the Consolidated Statements of Comprehensive Income. Refer to the tables below for the investment balance that is included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Investments in nonconsolidated affiliate | $ | $ | |||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Equity earnings (loss) from nonconsolidated affiliate, net of tax | $ | $ | ( | $ | ( | ||||||||||||
The Company had an ownership interest in one nonconsolidated affiliate at May 31, 2025. Refer to the Company's ownership percentages shown below:
| Ownership Interest | May 31, 2025 | June 1, 2024 | |||||||||
| Kvadrat Maharam Pty Limited | |||||||||||
Kvadrat Maharam
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The Kvadrat Maharam Pty Limited nonconsolidated affiliate is a distribution entity engaged in selling decorative upholstery, drapery and wall covering products.
Maars
On August 31, 2018, the Company acquired 48.2 % of the outstanding equity of Global Holdings Netherlands B.V., which owns 100 % of Maars Holding B.V. ("Maars”), a Harderwijk, Netherlands-based worldwide leader in the design and manufacturing of interior wall solutions. The Company acquired its 48.2 % ownership interest in Maars for approximately $6.1 million in cash. The entity was accounted for using the equity method of accounting as the Company had significant influence, but not control, over the entity.
On October 30, 2023, the Company sold its 48.2 % investment in Global Holdings Netherlands B.V. for total purchase consideration of $5.9 million. As part of this transaction, we received cash proceeds of $3.5 million at closing, a $1.4 million receivable under a vendor loan, and $0.9 million of cash held in an escrow account to secure the representations and warranties made to the purchaser. As a result of the sale, a loss of $0.4 million was recorded in Equity (loss) earnings from nonconsolidated affiliates, net of tax during the twelve months ended June 1, 2024.
Transactions with Nonconsolidated Affiliates
Sales to and purchases from nonconsolidated affiliates were as follows for the periods presented below:
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Sales to nonconsolidated affiliates | $ | $ | $ | ||||||||||||||
| Purchases from nonconsolidated affiliates | $ | $ | $ | ||||||||||||||
Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below:
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Receivables from nonconsolidated affiliates | $ | $ | |||||||||
| Payables to nonconsolidated affiliates | $ | $ | |||||||||
5. Short-Term Borrowings and Long-Term Debt
Long-term debt consisted of the following obligations:
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
Syndicated revolving line of credit, due April 2030 | $ | $ | |||||||||
Term Loan A, | |||||||||||
Term Loan B, | |||||||||||
| Total debt | $ | $ | |||||||||
| Less: Unamortized discount and issuance costs | ( | ( | |||||||||
| Less: Current debt | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
In connection with the acquisition of Knoll, in July 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit (the "Revolver") and two term loans. The Revolver provides the Company with up to $725.0 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $500.0 million syndicated revolving line of credit. The term loans consist of a five-year senior secured "Term Loan A" facility with an aggregate principal amount of $400.0 million and a seven-year senior secured "Term Loan B" facility with an aggregate principal amount of $625.0 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll, and to pay fees, costs, and expenses related thereto.
In January 2023, the Company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s
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direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.
In April 2025, the Company entered into an amendment to the Credit Agreement. Amended terms for the Revolver and Term Loan A include extending the maturity to April 2030, a new amortization schedule of required quarterly principal payments for Term Loan A, and a higher maximum first lien secured net leverage ratio with no step downs. The Company also increased liquidity by raising the amount borrowed on Term Loan A to $400.0 million and applying excess cash to reduce the outstanding Revolver balance. The Revolver continues to be a $725.0 million facility. In connection with the execution of the amendment, the accounting treatment of Term Loan A and the Revolver was assessed on a lender-by-lender basis in accordance with ASC 470-50. Based on the specific facts and circumstances applicable to each lender in the syndicate, the amendment was accounted for as a modification, extinguishment, or new loan, as appropriate.
The Company made principal payments on Term Loans A and B during the year ended May 31, 2025, in the amount of $35.0 million and $6.3 million, respectively, and during the year ended June 1, 2024, in the amount of $25.0 million and $6.3 million, respectively.
Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Syndicated revolving line of credit borrowing capacity | $ | $ | |||||||||
| Less: Borrowings under the syndicated revolving line of credit | |||||||||||
| Less: Outstanding letters of credit | |||||||||||
Available borrowings under the syndicated revolving line of credit | $ | $ | |||||||||
The senior secured revolving credit facility restricts, without prior consent, the Company's borrowings, capital leases, investments, liens, mergers, consolidations, restricted payments, and the sale of certain assets. In addition, for the Revolver and Term Loan A, the Company agreed to a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt (less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.00 :1 for each trailing four quarter period except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50 -1.00 for the four subsequent trailing four quarter periods immediately following a permitted acquisition. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items. At May 31, 2025 the Company was in compliance with these restrictions and performance ratios.
Annual maturities of debt for the five fiscal years subsequent to May 31, 2025 are as shown in the table below.
| (In millions) | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Supplier Financing Program
The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations from the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution.
The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program. As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from "Accounts payable" in the Consolidated Balance Sheets as the amounts have been accounted for by the Company as a current debt, within "Short-term borrowings and current portion of long-term debt". The liability related to the supplier financing program was $2.0
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6. Leases
The Company has leases for retail stores, showrooms, manufacturing facilities, warehouses and vehicles, which expire at various dates through 2042. Certain lease agreements include contingent rental payments based on per unit usage over a contractual amount and others include rental payments adjusted periodically for inflationary indexes.
The Company's lease costs recognized in the Consolidated Statements of Comprehensive Income consist of the following:
| Year Ended | Year Ended | ||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| Operating lease costs | $ | $ | |||||||||
| Short-term lease costs | |||||||||||
| Variable lease costs | |||||||||||
| Total | $ | $ | |||||||||
The Company has financing lease agreements that expire in fiscal 2026 to fiscal 2030. The leases have initial lease terms that range from 3 to 6 years with some containing renewal options.
The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table:
| (In millions) | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments* | $ | ||||
| Less interest | |||||
| Present value of lease liabilities | $ | ||||
*Lease payments exclude $49.1 million of legally binding minimum lease payments for leases signed but not yet commenced.
Supplemental cash flow and other lease information as of and for periods indicated, includes (dollars in millions):
| Year Ended | Year Ended | |||||||||||||
| May 31, 2025 | June 1, 2024 | |||||||||||||
| Weighted-average remaining lease term (in years) | ||||||||||||||
| Operating leases | ||||||||||||||
Finance Leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance Leases | % | % | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from finance leases | ||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
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7. Employee Benefit Plans
Pension Plan
One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.
Prior to the end of the second quarter of fiscal 2025, the Knoll subsidiary had one domestic defined-benefit pension plan covering eligible U.S. nonunion employees. The measurement date for this plan had been the last day of the fiscal year and the plan was frozen to new participants. In the second quarter of fiscal 2025, the Company completed the termination of the defined-benefit pension plan held by the Knoll subsidiary, which was fully funded as of November 30, 2024. During the second quarter of fiscal 2025, the Company settled its obligations under the plan by providing lump-sum payments of $39.9 million to eligible participants who elected to receive them and entering into an annuity purchase contract for the remaining liability of $84.7 million. The Company recognized a pension plan termination gain of $1.5 million during the twelve months ended May 31, 2025, which represents the acceleration of unamortized net actuarial losses previously included within accumulated other comprehensive income. The gain was recorded in Other (income) expense, net within our Condensed Consolidated Statements of Comprehensive Income.
Benefit Obligations and Funded Status
The following table presents, for the fiscal years noted, a summary of the changes in the projected benefit obligation, plan assets and funded status of the Company's pension plans:
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| (In millions) | 2025 | 2024 | |||||||||||||||
| Domestic | International | Domestic | International | ||||||||||||||
| Change in benefit obligation: | |||||||||||||||||
| Benefit obligation at beginning of year | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Plan settlements | ( | ||||||||||||||||
| Foreign exchange impact | |||||||||||||||||
Actuarial loss (gain) (1) | ( | ( | |||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||
| Benefit obligation at end of year | $ | $ | $ | $ | |||||||||||||
| Change in plan assets: | |||||||||||||||||
| Fair value of plan assets at beginning of year | $ | $ | $ | $ | |||||||||||||
| Actual return on plan assets | ( | ||||||||||||||||
| Foreign exchange impact | |||||||||||||||||
| Employer contributions | |||||||||||||||||
| Asset reversion | ( | ||||||||||||||||
| Plan settlements | ( | ||||||||||||||||
| Actual expenses paid | ( | ( | |||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||
| Fair value of plan assets at end of year | $ | $ | $ | $ | |||||||||||||
| Funded status: | |||||||||||||||||
| Over (under) funded status at end of year | $ | $ | $ | ( | $ | ||||||||||||
| Components of the amounts recognized in the Consolidated Balance Sheets: | |||||||||||||||||
| Current assets | $ | $ | $ | $ | |||||||||||||
| Non-current assets | $ | $ | $ | $ | |||||||||||||
| Current liabilities | $ | $ | $ | $ | |||||||||||||
| Non-current liabilities | $ | $ | $ | $ | |||||||||||||
| Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes: | |||||||||||||||||
| Prior service cost | $ | $ | $ | $ | |||||||||||||
| Unrecognized net actuarial loss (gain) | |||||||||||||||||
| Accumulated other comprehensive loss (gain) | $ | $ | $ | $ | |||||||||||||
(1) In fiscal 2025 and 2024, the net actuarial loss (gain) includes amounts resulting from changes in actuarial assumptions utilized to calculate our benefit plan obligations such as the weighted-average discount rate.
The accumulated benefit obligation for the Company's pension plans totaled $75.3 million and $203.8 million as of the end of fiscal 2025 and fiscal 2024, respectively.
The following table is a summary of the annual cost (income) related to the Company's pension plans:
| Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss): | ||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2023 | |||||||||||||||||||||||
| Domestic | International | Domestic | International | Domestic | International | |||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Pension plan termination gain | ( | |||||||||||||||||||||||||
| Expected administrative expenses | ||||||||||||||||||||||||||
| Settlement related expenses | ( | |||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Amortization of net (gain) loss | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
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| Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss): | |||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Domestic | International | Domestic | International | ||||||||||||||
| Net actuarial loss (gain) | $ | ( | $ | $ | $ | ||||||||||||
| Net amortization | ( | ( | |||||||||||||||
| Pension plan termination gain | |||||||||||||||||
| Effect of exchange rates | |||||||||||||||||
| Total recognized in other comprehensive loss | $ | ( | $ | $ | $ | ||||||||||||
Actuarial Assumptions
The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the Company's pension plans are as follows:
| Weighted-average assumptions used in the determination of net periodic benefit cost: | ||||||||||||||||||||||||||
| (Percentages) | 2025 | 2024 | 2023 | |||||||||||||||||||||||
| Domestic | International | Domestic | International | Domestic | International | |||||||||||||||||||||
Discount rate(1) | varies | |||||||||||||||||||||||||
| Compensation increase rate | N/A | N/A | N/A | |||||||||||||||||||||||
| Expected return on plan assets | ||||||||||||||||||||||||||
(1) Due to settlement activity during FYE 2023 in the domestic plan, there were two remeasurements as of 3/4/2023 and 6/3/2023. The discount rate for beginning of period in fiscal 2023 is | ||||||||||||||||||||||||||
| Weighted-average assumptions used in the determination of the projected benefit obligations: | ||||||||||||||||||||||||||
| Discount rate | N/A | |||||||||||||||||||||||||
| Compensation increase rate | N/A | N/A | N/A | |||||||||||||||||||||||
For the international plan, the Company uses a full yield curve approach to estimate the benefit obligation discount rate and the interest component of net periodic benefit cost for pension benefits. This method applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The same process was used for the domestic plan until year end of fiscal 2024. In fiscal 2024 for the domestic plan, the discount rate was derived from a combination of the rates from annuity providers for the annuity purchase portion of the benefit obligation and November 2023 IRS lump sum segment rates for the lump sum portion of the benefit obligation.
Plan Assets and Investment Strategies
The assets of the Company's employee benefit plan consist mainly of listed fixed income obligations and common/collective trusts. The Company's primary objective for invested pension plan assets is to provide for sufficient long-term growth and liquidity to satisfy all of its benefit obligations over time. Accordingly, the Company has developed an investment strategy that it believes maximizes the probability of meeting this overall objective. This strategy includes the development of a target investment allocation by asset category in order to provide guidelines for making investment decisions. This target allocation emphasizes the long-term characteristics of individual asset classes as well as the diversification among multiple asset classes. In developing its strategy, the Company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations.The Company's strategy is to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plan.
The Company utilizes independent investment managers to assist with investment decisions within the overall guidelines of the investment strategy. The target asset allocation at the end of fiscal 2025 and asset categories for the Company's pension plans for fiscal 2025 and 2024 are as follows:
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| Targeted Asset Allocation Percentage | |||||||||||||||||||||||
| Asset Category | 2025 | 2024 | |||||||||||||||||||||
| Domestic | International | Domestic | International | ||||||||||||||||||||
| Fixed income | |||||||||||||||||||||||
| Cash | |||||||||||||||||||||||
| Common collective trusts | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Percentage of Plan Assets at Year End | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Domestic | International | Domestic | International | ||||||||||||||||||||
| Fixed income | |||||||||||||||||||||||
| Cash | |||||||||||||||||||||||
| Common collective trusts | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| May 31, 2025 | |||||||||||||||||||||||
| (In millions) | Domestic | ||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Total | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Common collective trusts-balanced | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| May 31, 2025 | |||||||||||||||||||||||
| (In millions) | International | ||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Total | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| Foreign government obligations | |||||||||||||||||||||||
| Common collective trusts-balanced | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| June 1, 2024 | |||||||||||||||||||||||
| (In millions) | Domestic | ||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Total | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Common collective trusts-balanced | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| June 1, 2024 | |||||||||||||||||||||||
| (In millions) | International | ||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Total | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| Foreign government obligations | |||||||||||||||||||||||
| Common collective trusts-balanced | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
Cash Flows
The Company reviews pension funding requirements to determine the contribution to be made in the next year. Actual contributions will be dependent upon investment returns, changes in pension obligations and other economic and regulatory factors. During fiscal 2025 and fiscal 2024, the Company made total cash contributions of $0.3 million and $1.8 million, respectively, to its pension plans.
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The Company expects to contribute approximately $0.9 million to its pension plan in fiscal 2026. The following represents a summary of the benefits expected to be paid by the plan in future fiscal years. These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at May 31, 2025.
| (In millions) | Pension Benefits | ||||
| 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
| 2030 - 2034 | $ | ||||
401(k) Plan
Substantially all of the Company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the MillerKnoll Retirement Plan. Employees under the plan are eligible to begin participating on their date of hire. The Company contributes to the plans as matching contributions a certain percentage of the participant’s salary deferral, subject to certain limitations defined in the plan documents. The Company’s other defined contribution retirement plans may provide for matching contributions, non-elective contributions and discretionary contributions as declared by management.
The expense recorded for the Company's 401(k) matching and other discretionary contributions was $23.1 million, $22.0 million and $32.4 million in fiscal years 2025, 2024 and 2023, respectively.
8. Common Stock and Per Share Information
The following table reconciles the numerators and denominators used in the calculations of basic and diluted EPS for each of the last three fiscal years:
| (In millions, except shares) | 2025 | 2024 | 2023 | ||||||||||||||
| Numerator: | |||||||||||||||||
| Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc. | $ | ( | $ | $ | |||||||||||||
| Denominator: | |||||||||||||||||
| Denominator for basic EPS, weighted-average common shares outstanding | |||||||||||||||||
| Potentially dilutive shares resulting from stock plans | |||||||||||||||||
| Denominator for diluted EPS | |||||||||||||||||
Equity awards of 2,773,092 shares, 2,198,708 shares and 2,119,223 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended May 31, 2025, June 1, 2024, and June 3, 2023, respectively, because they were anti-dilutive.
Common Stock
9. Stock-Based Compensation
The Company utilizes stock-based compensation incentives as a component of its employee and non-employee director and officer compensation philosophy. A committee of the Board of Directors determines the terms of the awards granted and may grant various forms of equity-based incentive compensation. Currently, these incentives consist principally of stock options, restricted stock units, performance stock units, deferred stock units, and restricted shares. For all stock-based compensation plans, the Company issues authorized but unissued shares to fulfill plan terms.
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Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,451,373 shares remain available for future purchases as of May 31, 2025. At May 31, 2025, there were 16,464,945 shares authorized for issuance under active long-term incentive compensation plans: 7,182,670 and 9,282,275 shares authorized under the MillerKnoll, Inc. 2020 Long Term Incentive Plan and the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively. There were 4,875,202 shares available for issuance under the LTIP as of May 31, 2025.
Valuation and Expense Information
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. This compensation expense is recognized over the requisite service period, which includes any applicable performance period. Certain Company stock-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service.
The Company classifies pre-tax stock-based compensation expense primarily within Operating expenses in the Consolidated Statements of Comprehensive Income. Excluding fully vested and non-forfeitable deferred stock units described under "Director Fees and Director Deferred Compensation Plan" below, pre-tax compensation expense and the related income tax benefit for all types of stock-based programs were as follows for the periods indicated:
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Employee stock purchase program | $ | $ | $ | ||||||||||||||
| Stock options | |||||||||||||||||
| Restricted stock units | |||||||||||||||||
| Performance share units | |||||||||||||||||
| Restricted stock awards | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Tax benefit | $ | $ | $ | ||||||||||||||
As of May 31, 2025, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $15.3 million. The weighted-average period over which this amount is expected to be recognized is 0.9 years.
General terms, activity, and valuation methodology for each of the Company's stock-based compensation plans are as follows:
Employee Stock Purchase Program
The Company has an employee stock purchase plan (“ESPP”) which allows for eligible employees to participate in the purchase of shares of the Company’s common stock at a price equal to 85 % of the closing price on the date of purchase, which coincides with the last trading day of each fiscal quarter. The ESPP is considered a liability award with estimated expense recognized over the three-month offering period which is subsequently adjusted to actual expense based on the fair value as of the date of purchase. Shares of common stock purchased under the ESPP were 155,758 , 139,211 , and 185,551 during the fiscal years ended 2025, 2024 and 2023 respectively.
Stock Options
The Company grants options to purchase the Company's stock to certain key employees and non-employee directors under its LTIP. Under the current award program, all options become exercisable between one year and three years from the date of grant and expire ten years from the date of grant. Most options are subject to graded vesting, and the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period.
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In fiscal 2025 there was one stock option valuation date. In fiscal 2024, there were two stock option valuation dates. In fiscal 2023, there was one stock option valuation date, but two valuations. Therefore, the table below has been presented with the assumptions relevant to each valuation date. The Company generally estimated the fair value of stock options on the date of grant using the Black-Scholes model; however, in fiscal 2023 the Hull-White I lattice model was used where historical expected term data for the option conditions was not prevalent. In determining these values, the following weighted-average assumptions were used for the options granted during the fiscal years indicated:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Valuation Method | Black-Scholes | Black-Scholes | Hull-White I(1) | Black-Scholes | ||||||||||||||||
Risk-free interest rates (2) | % | |||||||||||||||||||
Hull-White I barrier(3) | N/A | N/A | N/A | |||||||||||||||||
Expected term of options (4) | N/A | |||||||||||||||||||
Expected volatility (5) | % | |||||||||||||||||||
Dividend yield (6) | % | % | ||||||||||||||||||
| Weighted-average grant-date fair value of stock options: | ||||||||||||||||||||
| Granted with exercise prices equal to the fair market value of the stock on the date of grant | $ | $ | N/A | $ | ||||||||||||||||
| Granted with exercise prices greater than the fair market value of the stock on the date of grant | N/A | $ | $ | N/A | ||||||||||||||||
(1) A conservative post-vest cancel rate of 0.00 % was applied under the assumption that the options will be exercised.
(2) Represents term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded.
(3) Represents historical average of Section 16 Officers in-the-money exercise ratio from Company’s historical data through May 27, 2022.
(4) Represents historical settlement data, using midpoint scenario with 1-year grant date filter assumption for outstanding options.
(5) The blended volatility approach was used. 90 % term-matched historical volatility from daily stock prices and 10 % weighted average implied volatility from the 30 days preceding the grant date for fiscal 2025 and the 90
(6) Represents the quarterly dividend divided by the three-month average stock price as of January 13, 2025, July 14, 2023, January 12, 2024 and July 7 and 12, 2022, for 2025, 2024, and 2023, respectively.
The following is a summary of stock option activity during fiscal 2025:
| Shares Under Option | Weighted-Average Exercise Prices | Aggregate Intrinsic Value (in millions) | Weighted-Average Remaining Contractual Term (Years) | ||||||||||||||||||||
| Outstanding at June 1, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
| Outstanding at May 31, 2025 | |||||||||||||||||||||||
| Exercisable at end of period | $ | $ | |||||||||||||||||||||
The weighted-average remaining recognition period of the outstanding stock options at May 31, 2025, was 0.98 years. The total pre-tax intrinsic value of options exercised during fiscal 2025, 2024, and 2023 was $0.7 million, $0.4 million, and $0.4 million, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value. Based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date. Total cash received during fiscal 2025 from the exercise of stock options was approximately $2.0 million.
Restricted Stock Units
The Company grants time-based restricted stock units to certain key employees under its LTIP. As of the end of fiscal 2025, awards outstanding generally cliff-vest or vest ratably over a three-year service period. Prorated vesting occurs under certain circumstances and full or partial accelerated vesting occurs upon retirement. Awards granted in fiscal 2025 had a graded vesting schedule of 33 %, 33 %, and 33 % after the first, second, and third year, respectively. Each restricted stock unit represents one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. Compensation expense is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period. Dividend
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reinvestment units are credited on the dividend payable date and vest with the underlying shares. The units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting.
In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio, with each converted unit representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Restricted stock units awarded under a Knoll stock compensation plan are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released.
The following is a summary of restricted stock unit activity during fiscal 2025:
Share Units | Weighted Average Grant-Date Fair Value | Aggregate Intrinsic Value (in millions) | Weighted-Average Remaining Contractual Term (Years) | ||||||||||||||||||||
| Outstanding at June 1, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Released | ( | ||||||||||||||||||||||
| Outstanding at May 31, 2025 | $ | $ | |||||||||||||||||||||
The weighted-average remaining recognition period of the outstanding restricted stock units at May 31, 2025, was 0.85 years. The total market value of the units that vested during the twelve months ended May 31, 2025, was $10.0 million. The weighted-average grant-date fair value of restricted stock units granted during 2025, 2024, and 2023 was $28.24 , $17.30 , and $27.76 , respectively.
Performance Stock Units
The Company grants performance-based restricted stock units, commonly referred to as performance stock units, to certain key employees under its LTIP that vest subject to the satisfaction of pre-established financial and non-financial metrics. Each performance stock unit represents one equivalent share of the Company's common stock. The number of shares of Company common stock ultimately issued in connection with these performance stock units will be determined based on attainment of the pre-established metrics over a defined three-year service period. For members of the executive leadership team, this calculation is adjusted by a relative total shareholder return modifier on their performance-based equity awards granted in fiscal year 2023. For fiscal 2024 and fiscal 2025, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted. Compensation expense is recognized over the requisite service period on a straight-line basis and based on the grant-date fair value. For certain awards incorporating a market condition, grant-date fair value is determined using a Monte Carlo simulation. For each tranche, fair value is determined on the date performance metrics are approved. Performance stock units awarded under the LTIP do not have dividend rights.
In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding performance stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards with each converted unit representing one equivalent share of the Company's common stock. The number of common shares ultimately issued in connection with these performance stock units will be determined based on the attainment of a pre-established financial metric over a five-year service period ending December 31, 2023. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Performance stock units awarded under Knoll stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the performance stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released.
The following is a summary of performance stock unit activity during fiscal 2025:
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| Share Units | Weighted Average Grant-Date Fair Value | Aggregate Intrinsic Value (in millions) | Weighted-Average Remaining Contractual Term (Years) | ||||||||||||||||||||
| Outstanding at June 1, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Released | ( | ||||||||||||||||||||||
| Outstanding at May 31, 2025 | $ | $ | |||||||||||||||||||||
The weighted-average remaining recognition period of the outstanding performance stock units at May 31, 2025, was 0.37 years. The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended May 31, 2025, was $15.2 thousand; the fair value for shares vested during the twelve months ended May 31, 2025, was $2.4 million. The weighted-average grant-date fair value of performance stock units granted during fiscal 2025, 2024, and 2023 was $28.04 , $18.39 , and $27.30 , respectively.
Restricted Stock Awards
In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio with each converted unit then representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The restricted stock awards do not entitle the employee to rights of holders of common stock, such as voting rights, until restrictions are released after vesting. The Company recognizes the related compensation expense on a straight-line basis over the requisite service period. Restricted stock awards granted under Knoll's stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. There were no
Executive Deferred Compensation Plan
The MillerKnoll, Inc. Executive Equalization Retirement Plan, as amended (the "Executive Equalization Plan"), is a supplemental deferred compensation plan that was made available for salary deferrals and Company contributions beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50 % of their base salary and up to 100 % of their incentive cash bonus. Company contributions to the plan “mirror” the amounts the Company would have contributed to the various qualified retirement plans had the employee's compensation not been above the IRS statutory ceiling ($350,000 in 2025). The Company does not guarantee a rate of return for amounts deferred pursuant to this plan. Instead, participants make investment elections for their deferrals and Company contributions which are subject to market conditions.
In the Executive Equalization Plan, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the Executive Equalization Plan. At the time(s) specified by the participant for receipt of this deferred compensation, these deferred amounts will be paid to the participant in cash.
In accordance with the terms of the Executive Equalization Plan and the Director Plan described below, participant deferrals and Company contributions have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. Investments in securities other than the Company's common stock are included within the Other assets line item, while the remaining investments in the Company's stock are included in the line item Deferred compensation plan in the Company's Consolidated Balance Sheets. A liability of the same amount is recorded on the Consolidated Balance Sheets within the Other liabilities line item. Realized and unrealized gains and losses for investment assets other than Company common stock are recognized within the Company's Consolidated Statements of Comprehensive Income in the Interest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the Selling, general and administrative line item within the Company's Consolidated Statements of Comprehensive Income. The net effect of any change to the asset and corresponding liability is offset and has no impact on net earnings in the Consolidated Statements of Comprehensive Income.
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Director Fees and Director Deferred Compensation Plan
The Company's non-employee directors may elect to receive their director fees in one or more of the following forms: cash, deferred cash, unrestricted Company shares at the market value at the date of grant, stock options, or shares of common stock to be received on a deferred basis, as described below. Stock options granted as director compensation are fully vested upon grant, expire in 10 years, and have an exercise price equal to the fair market value of the Company's common stock on the date of grant. Beginning in January 2022, not less than 50 % of annual director fees must be paid in the form of Company equity.
The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account.
In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the deferred cash account. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in cash.
In the deferred stock account, deferred stock units (“DSUs”) are credited to the director with each unit representing one equivalent share of the Company's common stock to be issued after the deferral period. The deferred stock units are valued at the market price of the Company's common stock on the date of grant, and the value of the units credited are expensed on the date of grant. Each time a dividend is paid on the Company's common stock, the director is credited with dividend equivalent units. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in shares of the Company's common stock. The units do not entitle the directors to the rights of holders of common stock, such as voting rights, until shares are issued.
During fiscal year 2025, 22,532 DSUs were credited and 508 DSUs were released to directors pursuant to the Director Plan. The total fair value of deferred stock units issued during fiscal year 2025 was $0.5 million. At May 31, 2025, there were 74,771 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $1.3 million. The weighted-average grant date fair value of deferred stock units granted during 2025, 2024, and 2023 was $22.79 , $25.47 , and $22.73 per share, respectively.
All amounts deferred by directors pursuant to the Director Plan are fully vested and nonforfeitable.
The following amounts and types of Company equity were issued to non-employee directors during the fiscal years indicated:
| 2025 | 2024 | 2023 | |||||||||||||||
| Shares of common stock | |||||||||||||||||
| Deferred stock units pursuant to the Director Plan | |||||||||||||||||
| Stock options | |||||||||||||||||
10. Income Taxes
The components of (loss) earnings before income taxes are as follows:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Domestic | $ | ( | $ | ( | $ | ( | |||||||||||
| Foreign | |||||||||||||||||
| Total | $ | ( | $ | $ | |||||||||||||
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The provision (benefit) for income taxes consists of the following:
| (In millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Current: | Domestic - Federal | $ | $ | $ | ||||||||||||||||
| Domestic - State | ||||||||||||||||||||
| Foreign | ||||||||||||||||||||
| Deferred: | Domestic - Federal | ( | ( | ( | ||||||||||||||||
| Domestic - State | ( | ( | ( | |||||||||||||||||
| Foreign | ( | ( | ( | |||||||||||||||||
| ( | ( | ( | ||||||||||||||||||
| Total income tax provision | $ | $ | $ | |||||||||||||||||
During fiscal 2025, the Company incurred net operation losses of $8.7 million in various foreign jurisdictions, the majority of which were in the United Kingdom and Mexico, resulting in a deferred tax asset of $2.3 million related to the current-year build of foreign NOL carryforwards. This amount is included in the deferred tax benefit above. The Company expects to utilize these carryforwards in future periods based on projected taxable income and has not recorded a valuation allowance against this asset. In addition, the current federal income tax expense above includes a benefit of approximately $2.2 million related to the utilization of net operating loss carryforwards.
The following table represents a reconciliation of income taxes at the United States statutory rate of 21 % with the effective tax rate as follows:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Income taxes computed at the United States Statutory rate | $ | ( | $ | $ | |||||||||||||
| Increase (decrease) in taxes resulting from: | |||||||||||||||||
| State and local income taxes, net of federal income tax benefit | ( | ||||||||||||||||
| Non-deductible goodwill impairment | |||||||||||||||||
| Non-deductible officers' compensation | |||||||||||||||||
| Foreign-derived intangible income | ( | ( | ( | ||||||||||||||
| Foreign-based company income | |||||||||||||||||
| Global intangible low-taxed income | |||||||||||||||||
Foreign statutory rate differences | |||||||||||||||||
| Research and development incentives | ( | ( | ( | ||||||||||||||
| Foreign offshore income claim | ( | ( | ( | ||||||||||||||
| Federal return to provision adjustments | ( | ( | ( | ||||||||||||||
| Foreign return to provision adjustments | ( | ( | |||||||||||||||
| Foreign tax credit | ( | ( | ( | ||||||||||||||
| Foreign withholding taxes and other miscellaneous foreign taxes | |||||||||||||||||
| Change in valuation allowance against deferred tax assets | |||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Income tax expense | $ | $ | $ | ||||||||||||||
| Effective tax rate | ( | % | % | % | |||||||||||||
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The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at May 31, 2025, and June 1, 2024, are as follows:
| (In millions) | 2025 | 2024 | |||||||||
| Deferred tax assets: | |||||||||||
| Compensation-related accruals | $ | $ | |||||||||
| Capitalized research and experimental costs | |||||||||||
| Accrued pension and post-retirement benefit obligations | |||||||||||
| Deferred revenue | |||||||||||
| Inventory related | |||||||||||
| Other reserves and accruals | |||||||||||
| Warranty | |||||||||||
| State and local tax net operating loss carryforwards and credits | |||||||||||
| Federal net operating loss carryforward | |||||||||||
| Federal and state nondeductible interest expense carryforward | |||||||||||
| Foreign tax net operating loss carryforwards and credits | |||||||||||
| Lease liability | |||||||||||
| Other | |||||||||||
| Subtotal | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| Deferred tax liabilities: | |||||||||||
| Book basis in property in excess of tax basis | $ | $ | |||||||||
| Intangible assets | |||||||||||
| Interest rate swap | |||||||||||
| Right of use lease assets | |||||||||||
| Withholding taxes on planned repatriation of foreign earnings | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
The future tax benefits of net operating loss (NOL) carry-forwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. The Company bases this determination on the expectation that related operations will be sufficiently profitable or various tax planning strategies will enable the Company to utilize the NOL carry-forwards and/or foreign tax credits. To the extent that available evidence about the future raises doubt about the realization of these tax benefits, a valuation allowance is established.
At May 31, 2025, the Company had state and local tax NOL carry-forwards of $62.8 million, the state tax benefit of which is $3.6 million, which have expiration periods from 1 year to an unlimited term The Company also had state credits with a state tax benefit of $0.7 million, which expire in 1 to 5 years. For financial statement purposes, the NOL carry-forwards and state tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $1.6 million.
At May 31, 2025, the Company had federal NOL carry-forwards of $4.1 million, the tax benefit of which is $0.9 million, which have expiration periods from 4 years to an unlimited term. For financial statement purposes, the NOL carry-forwards have been recognized as deferred tax assets.
At May 31, 2025, the Company had federal deferred assets of $1.2 million, the tax benefit of which is $0.2 million, which is related to an investment in a foreign joint venture. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $0.2 million.
At May 31, 2025, the Company had foreign net operating loss carry-forwards of $76.8 million, the tax benefit of which is $19.6 million, which have expiration periods from 3 years to an unlimited term. The Company also had foreign tax credits with a tax benefit of $2.8 million which have expiration periods from 5 to 12 years. For financial statement purposes, the NOL carry-forwards and foreign tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $14.2 million.
At May 31, 2025, the Company had foreign deferred assets of $3.6 million, the tax benefit of which is $0.9 million, which is related to various deferred taxes in Canada, Belgium and Ireland as well as buildings in the United Kingdom. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $0.9 million.
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The Company intends to repatriate $137.3 million in cash held in certain foreign jurisdictions and as such has recorded a deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries of $3.5 million. A significant portion of this cash was previously taxed under the U.S. Tax Cut and Jobs Act either as one-time U.S. tax liability on undistributed foreign earnings or GILTI. The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $382.9 million on May 31, 2025. Determination of the total amount of unrecognized deferred income tax on the remaining undistributed earnings of foreign subsidiaries is not practicable.
The components of the Company's unrecognized tax benefits are as follows:
| (In millions) | |||||
| Balance at June 3, 2023 | $ | ||||
| Increases related to prior year income tax positions | |||||
| Decreases related to lapse of applicable statute of limitations | ( | ||||
| Balance at June 1, 2024 | $ | ||||
| Increases related to current year income tax positions | |||||
| Increases related to prior year income tax positions | |||||
| Decreases related to lapse of applicable statute of limitations | ( | ||||
| Decreases related to settlements | ( | ||||
| Balance at May 31, 2025 | $ | ||||
The Company's effective tax rate would have been affected by the total amount of unrecognized tax benefits had this amount been recognized as a reduction to income tax expense.
The Company recognizes interest and penalties related to unrecognized tax benefits through Income tax expense in its Consolidated Statements of Comprehensive Income. Interest and penalties and the related liability, which are excluded from the table above, were as follows for the periods indicated:
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Interest and penalty (income) expense | $ | ( | $ | $ | ( | ||||||||||||
| Liability for interest and penalties | $ | $ | $ | ||||||||||||||
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of new positions that may be taken on income tax returns, settlement of tax positions and the closing of statutes of limitation. It is not expected that any of the changes will be material to the Company's Consolidated Statements of Comprehensive Income.
The Company has received full acceptance from the Internal Revenue Service for the audits of fiscal year 2022 and fiscal year 2023 under the Compliance Assurance Process (CAP). The Company’s fiscal year 2024 federal consolidated return is currently under audit with the Internal Revenue Service as well as Knoll’s federal consolidated returns related to calendar years 2019, 2020, and short period 2021. For the majority of the remaining tax jurisdictions, the Company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2019.
On July 4, 2025, the United States enacted H.R. 1 "A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14", commonly referred to as the One Big Beautiful Bill Act (OBBBA). H.R. 1 includes changes to U.S. tax law. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures. We are in the process of evaluating the impact of the Act.
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11. Fair Value Measurements
The Company's financial instruments consist of cash equivalents, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts. The Company's financial instruments, other than long-term debt, accounts receivable, and accounts payable, 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) | May 31, 2025 | June 1, 2024 | ||||||||||||
| Carrying value | $ | $ | ||||||||||||
| Fair value | $ | $ | ||||||||||||
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 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 May 31, 2025, and June 1, 2024:
| (In millions) | May 31, 2025 | 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 | $ | $ | $ | $ | |||||||||||||||||||
| Other current assets: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Other noncurrent assets: | |||||||||||||||||||||||
| Deferred compensation plan | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Financial Liabilities | |||||||||||||||||||||||
| Other accrued liabilities: | |||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period:
Interest rate swap agreements — The value of the Company's interest rate swap agreements is determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments.
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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 May 31, 2025 and June 1, 2024.
| (In millions) | May 31, 2025 | 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 | $ | $ | |||||||||||
| Total | $ | $ | ||||||||||||
| Financial Liabilities | ||||||||||||||
| Interest rate swap agreement | Other liabilities | $ | $ | |||||||||||
| Total | $ | $ | ||||||||||||
The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Consolidated Statements of Comprehensive Income within Other 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 Consolidated Balance Sheets.
Derivative Instruments and Hedging Activities
Foreign Currency Forward Contracts
The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes.
These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is Other current assets for unrealized gains and Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other expense (income), net, for both realized and unrealized gains and losses.
The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 2025 and 2024 (amounts presented exclude any income tax effects):
| (In millions) | Balance Sheet Location | May 31, 2025 | June 1, 2024 | ||||||||||||||
| Assets: | |||||||||||||||||
| Foreign currency forward contracts | Current assets: Other current assets | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Foreign currency forward contracts | Current liabilities: Other accrued liabilities | $ | ( | $ | ( | ||||||||||||
Total net fair value of foreign currency forward contracts(1) | $ | $ | |||||||||||||||
(1) The notional amounts of the outstanding forward contracts were $ | |||||||||||||||||
| (In millions) | Statement of Comprehensive Income Location | May 31, 2025 | June 1, 2024 | June 3, 2023 | |||||||||||||||||||
| Loss recognized on foreign currency forward contracts | Other expense (income), net | $ | $ | $ | |||||||||||||||||||
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
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swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.
In September 2016, the Company entered into an interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 1.949 % fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.910 % modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.
In June 2017, the Company entered into a second interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $75.0 million with a forward start date of January 3, 2018 and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 2.387 % fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 2.348 % modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.
In January 2022, the Company entered into a third interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $575.0 million with a forward start date of January 31, 2022, and a maturity date of January 29, 2027. The interest rate swap locked in the Company’s interest rate on the forecasted outstanding borrowings of $575.0 million at 1.689 % exclusive of the credit spread on the variable rate debt. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Term SOFR floating interest rate plus applicable margin to 1.689 % fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650 % modified fixed interest rate. In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.
In February 2023, the Company entered into a fourth interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of March 3, 2023, and a termination date of January 3, 2029. The interest rate swap locked in the Company's interest rate on the forecasted outstanding borrowings of $150.0 million at 3.950 % exclusive of the credit spread on the variable rate debt. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Term SOFR floating interest rate plus applicable margin to 3.950
The interest rate swaps were designated cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of May 31, 2025. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis.
| (In millions) | Notional Amount | Forward Start Date | Termination Date | Effective Fixed Interest Rate | |||||||||||||||||||
| September 2016 Interest Rate Swap | $ | January 3, 2018 | January 3, 2028 | % | |||||||||||||||||||
| June 2017 Interest Rate Swap | $ | January 3, 2018 | January 3, 2028 | % | |||||||||||||||||||
| January 2022 Interest Rate Swap | $ | January 31, 2022 | January 29, 2027 | % | |||||||||||||||||||
| March 2023 Interest Rate Swap | $ | March 3, 2023 | January 3, 2029 | % | |||||||||||||||||||
As of May 31, 2025, the swaps above effectively converted 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 our Credit Agreement. Effective Fixed Interest Rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above.
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For fiscal 2025, 2024 and 2023, there were no
The gain/(loss) recorded, net of income taxes, in Other comprehensive loss for the effective portion of designated derivatives was as follows for the periods presented below:
| Fiscal Year | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Interest rate swap | $ | ( | $ | ( | $ | ||||||||||||
Reclassified from Accumulated other comprehensive loss into earnings within Interest expense for the fiscal year ended 2025, 2024 and 2023 was a gain of $25.4 million, $30.7 million and $14.3 million, respectively. Pre-tax gains expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months are $18.1 million. The amount of gain, net of tax, expected to be reclassified out of Accumulated other comprehensive loss into earnings during the next twelve months is $13.6 million.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are reported on the Consolidated Balance Sheets in mezzanine equity in Redeemable noncontrolling interests. These financial instruments represent a level 3 fair value measurement.
On December 2, 2019, the Company purchased an additional 34 % equity voting interest in HAY. Upon increasing its ownership to 67 %, the Company obtained a controlling financial interest and consolidated the financial results of HAY. Additionally, the Company is a party to options, that if exercised, would require it to purchase the remaining 33 % of the equity in HAY, at fair market value. This remaining redeemable noncontrolling interest in HAY is classified outside permanent equity in the Consolidated Balance Sheets and is carried at the current estimated redemption amount. The Company recognizes changes to the redemption value of redeemable noncontrolling interests as they occur and adjusts the carrying value to equal the redemption value at the end of each reporting period. The redemption amounts have been estimated based on the fair value of the subsidiary, determined using discounted cash flow methods. This represents a level 3 fair value measurement.
Changes in the Company's redeemable noncontrolling interest in HAY for the year ended May 31, 2025 are as follows:
| (In millions) | May 31, 2025 | ||||
| Beginning Balance | $ | ||||
| Dividend attributable to redeemable noncontrolling interests | ( | ||||
| Redemption value adjustment | ( | ||||
| Net income attributable to redeemable noncontrolling interests | |||||
| Foreign currency translation adjustments | |||||
| Ending Balance | $ | ||||
Other
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12. Commitments and Contingencies
Product Warranties
The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions, and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty program. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Consolidated Balance Sheets.
Changes in the warranty reserve for the stated periods were as follows:
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Accrual Balance — beginning | $ | $ | $ | ||||||||||||||
| Accrual for warranty matters | |||||||||||||||||
| Settlements and adjustments | ( | ( | ( | ||||||||||||||
| Accrual Balance — ending | $ | $ | $ | ||||||||||||||
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 May 31, 2025, the Company had a maximum financial exposure related to performance bonds of approximately $11.2 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no
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 May 31, 2025, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $12.0 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
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.
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13. Operating Segments
The Company's operations are managed and evaluated around the organization and alignment of internal operations, the nature of our products, and geographical location. Effective on March 1, 2025, the last day of the third quarter of fiscal year 2025, the Company implemented an organizational change that resulted in a change in reportable segments. The Company has restated historical results to reflect this change. As more fully described in Note 1 of the Condensed Consolidated Financial Statements, under our new reportable segments, there are three reportable segments consisting of North America Contract, International Contract and Global Retail.
The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.
The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.
The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores, along with the global operations of the Holly Hunt brand.
The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. 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 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, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations.
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 described in Note 1. 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.
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Net sales: | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Refer to Note 2 of the Consolidated Financial Statements for further disaggregation of revenue by operating segment. | |||||||||||||||||
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| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
Adjusted cost of sales(1): | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | $ | ||||||||||||||||
| Global Retail | $ | ||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
(1) Adjusted cost of sales is defined as cost of sales excluding, when they occur, the impacts of restructuring charges and integration charges, that may not be indicative of ongoing operations. | |||||||||||||||||
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
Adjusted operating expenses(1): | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | |||||||||||||||||
| Total Reportable Segment Adjusted operating expenses | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| (1) Adjusted operating expenses is defined as operating expenses excluding, when they occur, the impacts of restructuring charges, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations. | |||||||||||||||||
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Adjusted operating earnings: | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | |||||||||||||||||
| Total Segment Adjusted operating earnings | $ | $ | $ | ||||||||||||||
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Reconciliation to net earnings: | |||||||||||||||||
| Total Segment Adjusted operating earnings | $ | $ | $ | ||||||||||||||
| Corporate Adjusted operating loss | ( | ( | ( | ||||||||||||||
| Total Consolidated Adjusted operating earnings | |||||||||||||||||
| Net earnings attributable to redeemable noncontrolling interests | |||||||||||||||||
| Net (loss) earnings from: | |||||||||||||||||
| Equity (loss) earnings from nonconsolidated affiliate, net of tax | ( | ( | |||||||||||||||
| Income tax expense | |||||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||
| Interest and other investment (income) expense | ( | ( | ( | ||||||||||||||
| Interest expense | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
| Integration charges | |||||||||||||||||
| Amortization of Knoll purchased intangibles | |||||||||||||||||
| Impairment charges | |||||||||||||||||
| Knoll pension plan termination charges | |||||||||||||||||
| Net (loss) earnings attributable to MillerKnoll, Inc. | $ | ( | $ | $ | |||||||||||||
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| (In millions) | Year Ended | ||||||||||||||||
| Depreciation and amortization: | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Capital expenditures: | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Goodwill: | |||||||||||||||||
| North America Contract | $ | $ | $ | ||||||||||||||
| International Contract | |||||||||||||||||
| Global Retail | $ | ||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Reportable geographic information is as follows:
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
Long-lived assets(1): | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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14. Accumulated Other Comprehensive Loss
The following table provides an analysis of the changes in accumulated other comprehensive loss for the years indicated:
| Year Ended | |||||||||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | June 3, 2023 | ||||||||||||||
| Cumulative translation adjustments at beginning of period | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at end of period | ( | ( | ( | ||||||||||||||
| Pension and other post-retirement benefit plans at beginning of period | ( | ( | ( | ||||||||||||||
Other comprehensive (loss) income before reclassifications (net of tax of $ | ( | ( | |||||||||||||||
| Reclassification from accumulated other comprehensive income - Other, net | ( | ||||||||||||||||
| Tax expense | ( | ( | ( | ||||||||||||||
| Net reclassifications | ( | ( | |||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at end of period | ( | ( | ( | ||||||||||||||
| Interest rate swap agreement at beginning of period | |||||||||||||||||
Other comprehensive (loss) income before reclassifications (net of tax of $ | ( | ( | |||||||||||||||
| Reclassification from accumulated other comprehensive income - Other, net | |||||||||||||||||
| Net reclassifications | |||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ||||||||||||||||
| Balance at end of period | |||||||||||||||||
| Total Accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | |||||||||||
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 attribute to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment.
The expense associated with integration initiatives are included in Selling, General, and Administrative and the expense associated with restructuring activities are included in Restructuring expense in the Consolidated Statements of Comprehensive Income.
Knoll Integration
Following the acquisition of Knoll, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize the combined organization. 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 the Company's operating structure, resulting in workforce reductions. These costs will primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits).
•Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges.
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•Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the acquisition.
For the year ended May 31, 2025, the Company 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 year ended June 1, 2024, the Company incurred $23.5 million of costs related to the Knoll Integration which was comprised of $19.4 million of exit and disposal costs related to the consolidation of facilities, and $4.1 million of other integration costs.
For the year ended June 3, 2023, the Company incurred $18.0 million of costs related to the Knoll Integration including: $3.6 million of severance and employee benefit costs, $5.9 million of exit and disposal costs related to the consolidation of facilities, and $8.5 million of other integration costs.
The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the fiscal year ended May 31, 2025:
| (In millions) | Severance and Employee Benefit | Exit and Disposal Activities | Total | ||||||||||||||
| June 1, 2024 | $ | $ | $ | ||||||||||||||
| Integration Costs | |||||||||||||||||
| Amounts Paid | ( | ( | |||||||||||||||
| Non-cash Costs | ( | ( | |||||||||||||||
| May 31, 2025 | $ | $ | $ | ||||||||||||||
The following is a summary of integration expenses by segment for the period indicated:
| Twelve Months Ended | |||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| North America Contract | $ | $ | |||||||||
| International Contract | |||||||||||
| Global Retail | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
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 June 1, 2024, the carrying amount of these assets held for sale was $3.5 million and classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets. The sale of the manufacturing facility was completed in the third quarter of fiscal 2025, resulting in a gain of approximately $2.8 million included within Operating expenses in the Consolidated Statements of Comprehensive Income.
Restructuring Activities
During the third quarter of fiscal year 2025, the Company announced an action related to the 2025 restructuring plan ("2025 restructuring plan") to reduce expenses. This restructuring activity included involuntary reductions in workforces as well as non-cash right of use asset impairment charges. For the year ended May 31, 2025, the Company incurred $14.8 million of restructuring charges related to the 2025 restructuring plan.
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
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During fiscal year 2023, the Company announced a series of actions that relate to the 2023 restructuring plan ("2023 restructuring plan") to reduce expenses. These restructuring activities included voluntary and involuntary reductions in workforces and charges incurred in connection with the Fully decision. The Company incurred $34.0 million of costs related to the 2023 restructuring plan comprised of $27.9 million of severance and employee benefit costs and $6.1 million of non-impairment charges related to the closure of the Fully business. The restructuring plan was complete in fiscal 2023 and no
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 2025 restructuring plan for the fiscal year ended May 31, 2025:
| 2025 Restructuring Plan | |||||||||||||||||
| (In millions) | Severance and Employee Related | Exit and Disposal Activities | Total | ||||||||||||||
| June 1, 2024 | $ | $ | $ | ||||||||||||||
| Restructuring Costs | |||||||||||||||||
| Amounts Paid | ( | ( | |||||||||||||||
| Non-cash Costs | ( | ( | |||||||||||||||
| May 31, 2025 | $ | $ | $ | ||||||||||||||
The Company expects that remaining liability for the 2025 restructuring plan as of May 31, 2025, will be paid in fiscal 2026.
The following table provides an analysis of the changes in the restructuring cost reserve that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2024 restructuring plan for the fiscal year ended May 31, 2025:
| 2024 Restructuring Plan | |||||||||||||||||
| (In millions) | Severance and Employee Related | Exit and Disposal Activities | Total | ||||||||||||||
| June 1, 2024 | $ | $ | $ | ||||||||||||||
| Restructuring Costs | |||||||||||||||||
| Amounts Paid | ( | ( | |||||||||||||||
| Non-cash Costs | |||||||||||||||||
| May 31, 2025 | $ | $ | $ | ||||||||||||||
The Company expects that remaining liability for the 2024 restructuring plan as of May 31, 2025, will be paid in fiscal 2026.
The following is a summary of restructuring costs by segment for the years indicated:
| Year Ended | |||||||||||
| (In millions) | May 31, 2025 | June 1, 2024 | |||||||||
| North America Contract | $ | $ | |||||||||
| International Contract | |||||||||||
| Global Retail | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
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 $13.5 million and $17.9 million as of May 31, 2025 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 dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.
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Management's Report on Internal Control over Financial Reporting
To the Board of Directors and Stockholders of MillerKnoll, Inc.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f). The internal control over financial reporting at MillerKnoll, Inc. is designed to provide reasonable assurance to our stakeholders that the financial statements of the Company fairly represent its financial condition and results of operations.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 31, 2025, based on the original framework in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes the Company's internal control over financial reporting was effective as of May 31, 2025.
KPMG LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included herein.
/s/ Andrea R. Owen
Andrea R. Owen
Chief Executive Officer
/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
Chief Financial Officer
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
MillerKnoll, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of MillerKnoll, Inc. and subsidiaries (the Company) as of May 31, 2025 and June 1, 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 31, 2025, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and June 1, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
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company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill impairment assessment
As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,152.4 million as of May 31, 2025, of which $402.5 million was related to the Global Retail reporting unit. During the third quarter of the year ended May 31, 2025, the Company recorded an impairment loss of $30.1 million related to the Global Retail reporting unit. Goodwill is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has declined below its carrying value. To estimate the fair value of the Global Retail reporting unit, the Company utilized a weighting of the income approach and the market approach that used observable comparable company information.
We identified the evaluation of goodwill for impairment for the Global Retail reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, operating margins, and the discount rate used in the income approach. Additionally, the audit effort associated with the evaluation of the Company’s discount rate involved the use of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Global Retail reporting unit, including controls over the selection of forecasted revenue growth rates, operating margins, and the discount rate. We evaluated the reasonableness of management’s forecasted revenue growth rates and operating margins by comparing the forecasts to historical revenue growth rates and operating margins, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, operating margins, and discount rate assumptions on the reporting unit fair values. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate.
Knoll and Muuto tradenames impairment assessment
As discussed in Note 1 to the consolidated financial statements, the indefinite-lived intangible asset balance as of May 31, 2025 was $119.4 million and $70.9 million related to the Knoll and Muuto tradenames, respectively. During the third quarter of the year ended May 31, 2025, the Company recorded an impairment loss of $37.7 million related to the Knoll and Muuto tradenames. Indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, or more frequently, when events or changes in circumstances indicate that the fair value of an indefinite-lived intangible asset has declined below its carrying value. To estimate the fair value of the indefinite-lived intangible assets, the Company utilizes the relief from royalty method.
We identified the evaluation of the Knoll and Muuto tradenames for impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, discount rates, and royalty rates used to estimate the fair value of the Knoll and Muuto tradenames. Additionally, the audit
93
effort associated with the evaluation of the Company’s discount rates and royalty rates required the use of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Knoll and Muuto tradenames, including controls over the selection of forecasted revenue growth rates, discount rates, and royalty rates. We evaluated the reasonableness of management’s forecasted revenue growth rates by comparing the forecasts to historical revenue growth rates, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, discount rates, and royalty rates on the fair value of the tradenames. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
•evaluating the Company’s discount rates by comparing the Company’s inputs to the discount rates to publicly available data for comparable entities and assessing the overall discount rates; and
•evaluating the Company’s royalty rates by comparing the selected royalty rates to the royalty rates selected at the acquisition date and publicly available data for comparable licensing agreements in assessing the overall royalty rates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
July 21, 2025
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Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None
Item 9A Controls and Procedures
| (a) | Disclosure Controls and Procedures. Under the supervision and with the participation of management, the Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2025, and have concluded that as of that date, the Company's disclosure controls and procedures were effective. | ||||
| (b) | Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm. Refer to Item 8 for “Management's Report on Internal Control Over Financial Reporting.” The effectiveness of the Company's internal control over financial reporting has been audited by KPMG LLP, an independent registered accounting firm, as stated in its report included in Item 8. | ||||
| (c) | Changes in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting during the fourth quarter ended May 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. | ||||
Item 9B Other Information
During the fourth quarter of fiscal 2025, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted terminated
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10 Directors, Executive Officers and Corporate Governance
Directors, Executive Officers, Promoters and Control Persons
Information relating to directors and director nominees of the Company is contained under the captions “Our Nominees and Directors” and “Security Ownership” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within that section is incorporated by reference. Information relating to executive officers of the Company is included in Part I hereof entitled “Information About Our Executive Officers.”
Compliance with Section 16(a) of the Exchange Act
Information relating to compliance with Section 16(a) of the Exchange Act is contained under the caption “Delinquent Section 16(a) Reports” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics that serves as the code of ethics for the executive officers and senior financial officers and as the code of business conduct for all Company directors and employees. This code is made available free of charge through the “Legal” section of the Company's website at www.millerknoll.com/legal. Any amendments to, or waivers from, a provision of this code applicable to any such officers will be posted to the "Legal" section of the Company's website.
Corporate Governance
Information relating to the identification of the audit committee, audit committee financial experts, and director nomination procedures of the Company is contained under the captions “Corporate Governance and Board Matters,” “Corporate Governance and Board Matters — Director Nominations,” and “Board Committees” and in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.
Insider Trading Policy
The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers, employees, and other covered persons. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to the Company. A copy of this policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Item 11 Executive Compensation
Information relating to executive compensation is contained under the sections “Compensation Discussion and Analysis,” “Compensation Tables,” “CEO Pay Ratio,” “Pay Versus Performance,” and “Compensation Committee Interlocks and Insider Participation” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference. The information under the caption “Compensation Committee Report” is incorporated by reference, however, such information is not deemed filed with the SEC.
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The sections entitled “Security Ownership” and “Equity Compensation Plan Information” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.
96
Item 13 Certain Relationships and Related Transactions, and Director Independence
Information concerning certain relationships and related transactions contained under the captions “Certain Relationships and Related Party Transactions,” and “Corporate Governance and Board Matters — Director Independence” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders and the information within these sections is incorporated by reference.
Item 14 Principal Accountant Fees and Services
The Company's independent registered public accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID: 185 .
Information relating to the ratification of the selection of the Company's independent public accountants and concerning the payments to our principal accountants and the services provided by our principal accounting firm set forth under the captions “Ratification of the Audit Committee's Selection of Independent Registered Public Accounting Firm” including “Disclosure of Fees Paid to Independent Auditors” in the Company's definitive Proxy Statement, relating to the Company's 2025 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.
97
PART IV
Item 15 Exhibits and Financial Statement Schedule
| (a) | The following documents are filed as a part of this report: | |||||||||||||
| 1. | Financial Statements | |||||||||||||
| The following Consolidated Financial Statements of the Company are included in this Annual Report on Form 10-K on the pages noted: | ||||||||||||||
Page Number in this Form 10-K | ||||||||||||||
| Consolidated Statements of Comprehensive Income | 46 | |||||||||||||
| Consolidated Balance Sheets | 47 | |||||||||||||
| Consolidated Statements of Stockholders' Equity | 48 | |||||||||||||
| Consolidated Statements of Cash Flows | 49 | |||||||||||||
| Notes to the Consolidated Financial Statements | 50 | |||||||||||||
| Management's Report on Internal Control over Financial Reporting | 91 | |||||||||||||
| Report of Independent Registered Public Accounting Firms | 92 | |||||||||||||
| 2. | Financial Statement Schedule | |||||||||||||
| The following financial statement schedule is included in this Annual Report on Form 10-K on the pages noted: | ||||||||||||||
Page Number in this Form 10-K | ||||||||||||||
| Schedule II- | Valuation and Qualifying Accounts | 102 | ||||||||||||
| All other schedules required by Form 10-K Annual Report have been omitted because they were not applicable, included in the Notes to the Consolidated Financial Statements, or otherwise not required under instructions contained in Regulation S-X. | ||||||||||||||
| 3. | Exhibits | |||||||||||||
| Refer to the Exhibit Index which is included below. | ||||||||||||||
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Exhibit Index
| (3) | Articles of Incorporation and Bylaws | ||||||||||
| (3.1) | Restated Articles of Incorporation, dated October 19, 2021, are incorporated by reference to Exhibit 3(a) of Registrant's Form 10-Q Report filed January 5, 2022 (Commission File No. 001-15141). | ||||||||||
| (3.2) | Amended and Restated Bylaws, dated effective April 18, 2023, are incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K Report filed April 20, 2023 (Commission File No. 001-15141). | ||||||||||
| (4) | Instruments Defining the Rights of Security Holders | ||||||||||
| (4.1) | Other instruments which define the rights of holders of long-term debt individually represent debt of less than 10% of total assets. In accordance with item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant agrees to furnish to the SEC copies of such agreements upon request. | ||||||||||
| (4.2) | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, is incorporated by reference to Exhibit 4.2 of Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141). | ||||||||||
99
| (10) | Material Contracts | ||||||||||
| (10.1) | Credit Agreement dated as of July 19, 2021, by and among Herman Miller, Inc.; the lenders and other parties party thereto: Goldman Sachs Bank USA and Wells Fargo Bank, National Association, as administrative agents; and Goldman Sachs Bank USA, as collateral agent, is incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed July 20, 2021 (Commission File No. 001-15141). | ||||||||||
| (10.2) | Amendment No. 1 to Credit Agreement, dated as of September 22, 2021, is incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q filed October 6, 2021 (Commission File No. 001-15141). | ||||||||||
| (10.3) | Amendment No. 2 to Credit Agreement, dated as of January 10, 2023, is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed April 12, 2023 (Commission File No. 001-15141). | ||||||||||
| (10.4) | Amendment No. 3 to Credit Agreement, dated as of April 17, 2025, is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed April 21, 2025 (Commission File No. 001-15141). | ||||||||||
| (10.5) | MillerKnoll, Inc. 2024 Amended and Restated Annual Incentive Cash Bonus Plan is incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-K filed July 30, 2024 (Commission File No. 001-15141).(1) | ||||||||||
| (10.6) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan (as conformed through First Amendment adopted July 16, 2024) is incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-K filed July 30, 2024 (Commission File No. 001-15141).(1) | ||||||||||
| (10.7) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan Nonemployee Director Global Stock Option Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed April 10, 2024 (Commission File No. 001-15141).(1) | ||||||||||
| (10.8) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan Global EBITDA Performance Share Unit with TSR Multiplier Award Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed January 10, 2024 (Commission File No. 001-15141).(1) | ||||||||||
| (10.9) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan, as Amended, Global EBITDA and Revenue Performance Share Unit with TSR Multiplier Award Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed October 9, 2024 (Commission File No. 001-15141). (1) | ||||||||||
| (10.10) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan, as Amended, Global Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q filed October 9, 2024 (Commission File No. 001-15141). (1) | ||||||||||
| (10.11) | MillerKnoll, Inc. 2020 Long-Term Incentive Plan Global Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed October 11, 2023 (Commission File No. 001-15141).(1) | ||||||||||
| (10.12) | MillerKnoll, Inc. 2020 Long-Term Incentive Plan Global Stock Option Agreement is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed October 11, 2023 (Commission File No. 001-15141).(1) | ||||||||||
100
| (10.13) | MillerKnoll, Inc. 2020 Long-Term Incentive Plan Revenue Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.8 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141).(1) | ||||||||||
| (10.14) | MillerKnoll, Inc. 2020 Long-Term Incentive Plan Operating Income Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.9 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141).(1) | ||||||||||
| (10.15) | MillerKnoll, Inc. 2020 Long-Term Incentive Plan Non-Financial Metric(s) Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.10 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141).(1) | ||||||||||
| (10.16) | Amended and Restated MillerKnoll, Inc. Director Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed January 5, 2022 (Commission File No. 001-15141).(1) | ||||||||||
| (10.17) | Trust Under the Herman Miller, Inc. Nonemployee Officer and Director Compensation Plan is incorporated by reference to Exhibit 10(q) of the Registrant's Form 10-K Report filed July 26, 2016 (Commission File No. 001-15141).(1) | ||||||||||
| (10.18) | MillerKnoll, Inc. Executive Equalization Retirement Plan is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No. 001-15141).(1) | ||||||||||
| (10.19) | Form of Management Continuity Agreement of the Registrant is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K filed July 30, 2024 (Commission File No. 001-15141).(1) | ||||||||||
| (10.20) | Form of Indemnification Agreement between MillerKnoll, Inc. and directors, is incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141). (1) | ||||||||||
| (10.21) | Form of Indemnification Agreement between MillerKnoll, Inc. and certain employees, including executive officers of MillerKnoll, Inc., serving as a director or officer of a foreign subsidiary, is incorporated by reference to Exhibit 10.18 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141).(1) | ||||||||||
| (10.22) | Employment Agreement between Herman Miller, Inc. and Andrea R. Owen, Chief Executive Officer, dated August 3, 2018, is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed October 10, 2018 (Commission File No. 001-15141).(1) | ||||||||||
| (10.23) | Stock Option Agreement between Herman Miller, Inc. and Andrea Owen is incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No. 001-15141). (1) | ||||||||||
| (19) | ||||||||
| (21) | Subsidiaries. | |||||||
| (23) | Consent of Independent Registered Public Accounting Firm. | |||||||
| (24) | Power of Attorney (included on the signature page to this Form 10-K Report). | |||||||
| (31.1) | Certificate of the Chief Executive Officer of MillerKnoll, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| (31.2) | Certificate of the Chief Financial Officer of MillerKnoll, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| (32.1) | Certificate of the Chief Executive Officer of MillerKnoll, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
101
| (32.2) | Certificate of the Chief Financial Officer of MillerKnoll, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation | ||||||||||
| (97.1) | MillerKnoll, Inc. Compensation Recovery Policy is incorporated by reference to Exhibit 97.1 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No. 001-15141). | ||||||||||
| 101.INS | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |||||||
(1) Denotes compensatory plan or arrangement.
Schedule II - Valuation and Qualifying Accounts
(In millions)
| Column A | Column B | Column C | Column D | Column E | |||||||||||||||||||
| Description | Balance at beginning of period | Charges to expenses or net sales | Deductions (3) | Balance at end of period | |||||||||||||||||||
| Year ended May 31, 2025: | |||||||||||||||||||||||
Accounts receivable allowances — uncollectible accounts(1) | $ | $ | $ | ( | $ | ||||||||||||||||||
Accounts receivable allowances — credit memo(2) | |||||||||||||||||||||||
| Allowance for possible losses on notes receivable | |||||||||||||||||||||||
| Valuation allowance for deferred tax asset | |||||||||||||||||||||||
| Year ended June 1, 2024: | |||||||||||||||||||||||
Accounts receivable allowances — uncollectible accounts(1) | $ | $ | $ | ( | $ | ||||||||||||||||||
Accounts receivable allowances — credit memo(2) | |||||||||||||||||||||||
| Valuation allowance for deferred tax asset | |||||||||||||||||||||||
| Year ended June 3, 2023: | |||||||||||||||||||||||
Accounts receivable allowances — uncollectible accounts(1) | $ | $ | $ | ( | $ | ||||||||||||||||||
Accounts receivable allowances — credit memo(2) | ( | ||||||||||||||||||||||
| Valuation allowance for deferred tax asset | ( | ||||||||||||||||||||||
(1) Activity under the “Charges to expenses or net sales” column are recorded within Selling, general and administrative expenses.
(2) Activity under the “Charges to expenses or net sales” column are recorded within Net sales.
Item 16 Form 10-K Summary
None
102
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MillerKnoll, Inc. | ||||||||||||||
| /s/ Jeffrey M. Stutz | ||||||||||||||
| By | Jeffrey M. Stutz Chief Financial Officer (Principal Accounting Officer and Duly Authorized Signatory for Registrant) | |||||||||||||
Date: July 21, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on July 21, 2025 by the following persons on behalf of the Registrant and in the capacities indicated. Each director whose signature appears below hereby appoints Andrea R. Owen and Jeffrey M. Stutz and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director, and to file with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.
103
| /s/ Michael A. Volkema | /s/ Lisa A. Kro | |||||||||||||
| Michael A. Volkema (Chairman of the Board) | Lisa A. Kro (Director) | |||||||||||||
| /s/ Tina Edekar Edmundson | /s/ Douglas D. French | |||||||||||||
| Tina Edekar Edmundson (Director) | Douglas D. French (Director) | |||||||||||||
| /s/ Jeanne K. Gang | /s/ John R. Hoke III | |||||||||||||
| Jeanne K. Gang (Director) | John R. Hoke III (Director) | |||||||||||||
| /s/ John Maeda | /s/ Heidi J. Manheimer | |||||||||||||
| John Maeda (Director) | Heidi J. Manheimer (Director) | |||||||||||||
| /s/ Andrea R. Owen | /s/ Michael C. Smith | |||||||||||||
| Andrea R. Owen (President, Chief Executive Officer, and Director) | Michael C. Smith (Director) | |||||||||||||
| /s/ Michael R. Smith | /s/ Jeffrey M. Stutz | |||||||||||||
| Michael R. Smith (Director) | Jeffrey M. Stutz (Chief Financial Officer and Principal Accounting Officer) | |||||||||||||
104
FAQ
How many ADSs did Nova Minerals (NVA) sell in the July 2025 offering?
The company sold 1,308,400 ADSs (1,200,000 initial + 108,400 over-allotment).
What was the public offering price per ADS for NVA?
Each ADS was priced at $9.25.
How much capital did Nova Minerals raise from the ADS sale?
Gross proceeds totaled $12.21 million before underwriting discounts and expenses.
Did the underwriters exercise their over-allotment option?
Yes, they partially exercised it, purchasing 108,400 ADSs.
Is this Form 6-K incorporated into other SEC filings?
No; it is furnished, not filed, and will only be incorporated by specific reference in future filings.
MILLERKNOLL INC
NASDAQ:MLKN
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Jul 21, 2025
[8-K] MillerKnoll, Inc. Reports Material Event
Jul 17, 2025
[Form 4] MillerKnoll, Inc. Insider Trading Activity
Jul 17, 2025
[Form 4] MillerKnoll, Inc. Insider Trading Activity
Jul 17, 2025
[Form 4] MillerKnoll, Inc. Insider Trading Activity
Jul 17, 2025
[Form 4] MillerKnoll, Inc. Insider Trading Activity
MLKN Stock Data
1.39B
66.80M
1.16%
98.45%
3.57%
Furnishings, Fixtures & Appliances
Office Furniture
United States
ZEELAND