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 29, 2021June 3, 2023
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

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HERMAN MILLER, INC.MillerKnoll, Inc.
(Exact name of registrant as specified in its charter)

Michigan38-0837640
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
855 East Main Avenue, Zeeland, MI 49464
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.20 per shareMLHRMLKNNASDAQNasdaq Global Select Market
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.
Large accelerated filerAccelerated fileroNon-accelerated filer  oSmaller reporting companyEmerging 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 27, 2020,December 3, 2022, was $2.2$1.5 billion (based on $37.56$20.27 per share which was the closing sale price as reported by Nasdaq). As of July 18, 2021,17, 2023, the registrant had 59,052,20275,701,287 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for the 20212023 Annual Meeting of StockholdersShareholders are incorporated by reference into Part III of this report.



Herman Miller,MillerKnoll, Inc.
Annual Report on Form 10-K
Table of Contents
Page No.
Part I
Item 1 Business
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2 Properties
Item 3 Legal Proceedings
Additional Item: Executive Officers of the Registrant
Item 4 Mine Safety Disclosures
Part II
Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6 Selected Financial Data[Reserved]
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures about Market Risk
Item 8 Financial Statements and Supplementary Data
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A Controls and Procedures
Item 9B Other Information
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Item 10 Directors, Executive Officers, and Corporate Governance
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14 Principal Accountant Fees and Services
Part IV
Item 15 Exhibits and Financial Statement Schedule
Exhibit Index
Schedule II Valuation and Qualifying Accounts
Item 16 Form 10-K Summary
Signatures




PART I
Item 1 Business
General Development of Business
Herman Miller's purpose statementMillerKnoll 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 good of humankind. 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. Through research, the Company seeks to understand, define and clarify customer needs and problems existing and to design products, systems and services that serve as innovative solutions to those needs and problems. The Company'sCompany’s products are sold primarily through the following channels: Owned and independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company'sCompany’s eCommerce platforms.

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Herman Miller, Inc. and Subsidiaries2


The Company was incorporated in Michigan in 1905. As a global design leaderIn July 2021, the Company established Herman Miller Group,finalized the acquisition of Knoll, Inc. (“Knoll”) in a purposefully selected, complementary family ofcash and stock transaction valued at approximately $1.8 billion.
Powering the world's most dynamic design brands, that collectively offers a variety of products for environments where people live, learn, work, heal and play. The family of brandsMillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman® Leather, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maars® Living Walls, Maharam®, naughtone®Muuto®, NaughtOne®, and Nemschoff®Spinneybeck®|FilzFelt®. All of these companies are considered controlled subsidiaries, except for Maars of which the Company owns 48.2% of as of May 29, 2021. Herman Miller'sJune 3, 2023. 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 "Herman Miller,"MillerKnoll," "we," "our," "Company" and similar references are to Herman Miller,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.

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Segments
The Company has three reportable segments: North AmericaAmericas Contract ("Americas"), International ContactContract & Specialty ("International & Specialty"), and Retail.Global Retail ("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 14 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, office furniture systems, other freestanding furniture elements, textiles, leather, felt, home furnishings and related services.

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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 seating products (including Embody®, Aeron®, Mirra2™, Setu®, Sayl®, Verus®, Cosm®, Lino®, Verus®, Celle®, Equa®, Taper™ and Ergon® office chairs) and modularproduct offerings.
The Company's furniture systems, (including Canvas Office Landscape®, Locale®, Public Office Landscape®, Layout Studio®, Action Office®, Ethospace®, Arras®, Prospect®, Overlay™, Resolve®, and OE1®). The Company also offers storage (including Meridian® and Tu® products), wood casegoods (including Geiger® products),seating, freestanding furniture, storage, casegoods, textile products, (including Abak™, Intent®, Sense™leather, felt, acoustic products and Envelop®), healthcare products (including Palisade™, Compass™, Nala®, Ava®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 Nemschoff® products), the Thrive portfolio of ergonomic solutions, ergonomichealthcare facilities; (3) industrial and technology support products (including Colebrook Bosson Saunders® products)educational settings; and the textiles of Maharam Fabric Corporation (Maharam®). The Live Platform™ system of cloud-connected furnishings, applications and dashboards provides data-enabled solutions for the Company's customers.

The Company also offers products for residential settings, including Eames®, Eames (lounge chair configuration)®, Eames (management chair configuration)®, Eames Soft Pad™, HAY®, Nelson™ basic cabinet series, Nelson™ end table, Nelson™ lanterns, Nelson™ marshmallow sofa, Nelson™ miniature chests, Nelson™ platform bench, Nelson™ swag leg group, Nelson™ tray table, Bubble Lamps®, Airia™, Ardea®, Bumper™, Burdick Group™, Everywhere™ tables, Claw™, Caper®, Distil™, Envelope™, Formwork®, Full Round™, H Frame™, I Beam™, Landmark™, Logic Mini™, Logic Power Access Solutions™, Renew™, Rolled Arm™, Scissor™, Sled™, Soft Pad™, Swoop™, Tone™, Twist™, Ward Bennett™ and Wireframe™. The Company also offers(4) residential and ancillary products through its subsidiaries, including: the Line™ Storage Collection, Lina™ Swivel Chair, Matera™ Bedroom Collection, Emmy™ Sofa Collection, Story™ Bookcase and Sømmer™ Outdoor Collection for Design Within Reach®; the Always™ Lounge Chair, Always™ Chair, Polly™ Chair, Viv™ Chair, and Hush™ Chair for naughtone®; and the Mags™ Sofa and About A™ Chair Collections for HAY®.

other environments.
The Company's products are marketed worldwide by its own sales staff, independent dealers and retailers, owned dealers, via its eCommerce websites, and through its owned Herman Miller, Design Within Reach ("DWR"), HAY, Knoll, and HAYMuuto 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 Herman Miller GroupMillerKnoll products and some complementary product lines of other manufacturers. It is estimated that approximately 63 percent56.2% of the Company's sales in the fiscal year ended May 29, 2021,June 3, 2023, were made to or 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, owned dealer network, retail channels, or 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.

The Company's furniture systems, seating, freestanding furniture, storage, casegoods, textile 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.

Raw Materials
The Company's manufacturing materials are available from a significant 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”.



Herman Miller, Inc. and Subsidiaries
                                         43


Patents and Trademarks Licenses, Etc.
The Company hasbelieves 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.
The Company and its subsidiaries hold many active utility and design patents in the United States. Many of the inventions covered by these patents also have been patentedStates as well as in a number of foreign countries. VariousThe Company has also registered various trademarks, including the name and stylized “Herman Miller” andtrademark, the “Herman Miller Circled Symbolic M” trademark, are registeredand the name and stylized “Knoll” trademark in the United States and many foreign countries. countries, which it considers to be among its most valuable intellectual property rights.
The Company does not believe that any material part of its business depends on the continued availability of any one or all of its patents or trademarks, or that its business would be materially and adversely affected by the loss of any such marks, except forconsiders the following trademarks:trademarks and any associated stylized depictions of the word marks to be among its most important trademarks for distinguishing the Company, its subsidiaries and its goods from those of others: MillerKnollTM, Herman Miller®, Herman Miller Circled Symbolic M®, Knoll®, Maharam®, Geiger®, Design Within Reach®, DWR®, HAY®, naughtone®NaughtOne®, Nemschoff®, Action Office®, Aeron®, Mirra®, Embody®, Setu®, Sayl®, Cosm®, Caper®, Eames®, Eames Lounge & Ottoman Configurations, Eames Aluminum Group Configuration,Knoll®, KnollExtra®, Knoll Luxe®, KnollStudio®, KnollTextiles®, Edelman® Leather, Spinneybeck® Leather,Generation by Knoll®, Regeneration by Knoll®, MultiGeneration by Knoll®, Remix®, Holly Hunt®, Vladimir Kagan®, Muuto®, Barcelona®, and Canvas Office Landscape®.

Womb®, as well as trademark registrations for trade dress and common law rights in trade dress for some of the Company’s significant product designs.
Working Capital Practices
Information concerning the Company's working capital levels relative to its sales volume can be found under the Executive Overview section in Item 7 of this report, “Management's Discussion and Analysis of Financial Condition and Results of Operations”.Operations.” Beyond this discussion, the Company does not believe that it or the industry in general has any special practices or special conditions affecting working capital items that are significant for understanding the Company's business.

Customer Base
The Company approximates that no single dealer accounted forfor more than three percent4% of the Company's net sales in the fiscal year ended May 29, 2021.June 3, 2023. The Company estimates that the largest single end-user customer accounted for $113.0$174.9 million, $122.9$114.4 million and $129.6$113.0 million of the Company's net sales in fiscal 2021, 2020,2023, 2022, and 2019,2021, respectively. This represents approximately five percent4% of the Company's net sales in fiscal 2021, 20202023, 3% in fiscal 2022, and 2019.5% in fiscal 2021. The Company's ten largest customers in the aggregate accounted for approximately 17 percent14% of net sales in fiscal 2021 and 18 percent of net sales2023, 11% in fiscal 20202022, and 2019.

17% in fiscal 2021.
Backlog of Unfilled Orders
As of May 29, 2021,June 3, 2023, the Company's backlog of unfilled orders was $446.9$698.0 million. At May 30, 2020,28, 2022, the Company's backlog totaled $470.8$932.5 million. The decrease in backlog in the current year was primarily due to delays in processing customer orders in the fourth quarter of fiscal 2020 caused by the outbreak of COVID-19 and related facility shut-downs. It is expected that substantially all of the orders forming the backlog at May 29, 2021,June 3, 2023 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 specify delayed shipmentsrequest extended delivery dates and are carried in the backlog for up to one year. Accordingly, the amount of 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 various government entities. The Company sells to the U.S. Government both through a General Services Administration ("GSA") Multiple Award Schedule ContractContracts 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.



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Competition
All aspects of the Company's business are highly competitive. From an officea furniture perspective, the Company competes largely on design, product and service quality, speed of delivery and product pricing. Although the Company is one of the largest office 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, Kimball International, and Steelcase.

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.
52021 Annual Report


These competitors include companies such as Crate & Barrel Holdings, Inc., Hive Modern, Restoration Hardware, Room & Board, Inc., Wayfair Inc., and Williams-Sonoma, Inc. Similar to its office furniture product offerings, the Company competes primarily on design, product and service quality, speed of delivery and product pricing in this market.

On July 19, 2021, we completed the acquisition of Knoll, Inc. Refer to the "Executive Overview" and "Business Overview" sections within Item 7 for further discussion of the acquisition of Knoll as well as in Note 18 to the Consolidated Financial Statements included in Item 8 of this report.

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 they are trying to solve.problems. The Company designs innovative products and services that address customer needs and solve their problems. The Company uses both internal and independent research resources and independent design resources. Exclusive of royalty payments, the Company spent approximately $50.8$67.6 million, $54.3$71.1 million and $58.8$50.8 million on design and research activities in fiscal 2021, 20202023, 2022 and 2019,2021, respectively. Generally, royalties are paid to designers of the Company's products as the products are sold and are included in the Design and Researchresearch 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 will 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’s commitment to the planet is embedded in its corporate strategy and will continue to develop as the Company outlines next steps in itsworks to meet sustainability strategy. As part of this commitment, thegoals by 2030. The Company focusesis focused on operating its global footprint with minimal impact on the environment and designing products with materials and processes that are safe for both people and the planet. Based on current facts known to management, the Company does not believe that existing environmental laws and regulations have had or will have any material effect upon the capital expenditures, earnings or competitive position of the Company. However, there can be no assurance that environmental legislation will not result in or require material capital expenditures or additional costs to our manufacturing process.

Human Resources
The Company considers its employees to be another of its major competitive strengths. The Company stresses individual employee participation and incentives, believing that this emphasis has helped attract and retain a competent and motivated workforce. The Company's human resources group provides employee recruitment, education and development, as well as compensation planning and counseling. Additionally, thereThere have been no work stoppages or labor disputes in the Company's history. As of May 29, 2021, approximately four percentJune 3, 2023, approximately 4% of the Company's employees are covered by collective bargaining agreements, most of whom are employees of its Nemschofflocated in the United States, the United Kingdom, Italy, and Herman Miller Holdings Limited subsidiaries.Brazil.

As of May 29, 2021,June 3, 2023, the Company had approximately 7,600 employees, which was consistent with May 30, 2020.10,900 employees. In addition to its employee workforce, the Company uses temporary labor to meet fluctuating demand in its manufacturing operations.
Diversity, Equity, Inclusion, and Belonging
At MillerKnoll, we value and on a daily basis focus on 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 diversity, equity, inclusion and belonging ("DEIB") and 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, various gender identities, LGBTQ+, people with differing abilities, those from military backgrounds, as well as those who have long
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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, and we focus on building diverse leadership across MillerKnoll. We believe that embracing diverse perspectives contributes to an inclusive workplace and strengthens the communities where we live and work.

Information about We continue to build inclusivity 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 every employee to be fully seen, heard, understood and to feel connected to MillerKnoll in meaningful ways that matter to each person;
Recruiting, developing, retaining, and promoting inclusive and diverse talent through concerted efforts that drive better results; and
Implementing and taking action on appropriate metrics and measures to hold ourselves accountable to our commitments.

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 (401k). 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/institutional customers. Foreign sales consist mostly of office furniture products such as Aeron®, Mirra®, Sayl®, Embody®, Layout Studio®, Imagine Desking System®, Ratio®, Cosm®,customers and other seating and storage products and ergonomic accessories such as About A Chair®, Palissade®, and the Flo® monitor arm.residential retail customers. The Company conducts business in the following major international markets: 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, 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),
Herman Miller, Inc. and Subsidiaries6


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 dealers.

dealer and retail channels.
Additional information with respect to operations by geographic area appears in Note 142 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 internet website at www.hermanmiller.com,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 internet 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 and Acquisition Related Risks

We may not be successful in implementing and managing our growth strategy.
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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.
To that end, we intend to grow in certain targeted ways. First, we will unlock the power of One Herman Miller by building an agile, collaborative, globally-connected organization fit for continuous evolution. This will also include simplifying and tailoring our go-to-market approach, as well as continuing to lead in product innovation across all businesses. Second, we intend to build a customer-centric, digitally enabled business model by leveraging our deep understanding of customer journeys to deliver inspired products and frictionless customer experiences. Inclusive of this will be to drive step-change in our data, analytics, marketing, and brand capabilities, as well as to strengthen our core technology backbone. Third, we intend to accelerate profitable growth by strengthening and evolving our core contract business, driving outsized growth in our international business and expanding our retail business. Finally, we believe it is a business imperative to reinforce our commitment to our people, planet and communities in a more integrated way than ever before. Beyond simply being the right thing to do, we are confident that elevating our focus on positive social and environmental business practices will beneficially impact our customers and enhance returns for our shareholders over the long term. Refer to the "Executive Overview" section within Item 7 for further discussion of our areas of strategic focus.

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 theseour 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.
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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.
Future efforts to expand our business within developing economies, particularly within China and India, may expose us to the effects of political and economic instability. Such instability 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 developidentify or otherwise identifydevelop these channels of distribution.

We may be unable to successfully integrate our businesses and Knoll and realizeIn connection with the anticipated benefits of the acquisition of Knoll.
The success of theJuly 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 June 3, 2023 was $1.37 billion. As a result of our acquisition of Knoll, 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 depend, in part, onalso 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. If we do not achieve the expected benefits and cost savings from the acquisition, or if the financial performance of the combined company does not meet current expectations, then our ability to successfully combine and integrate the businesses of Herman Miller and Knoll, which previously operated as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, from the acquisition, in a manner that does not materially disrupt existing customer, payer, dealer, supplier, employee and other stakeholder relations nor result in decreased revenues due to losses of, or decreases in orders by, customers and payers. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected, and the value ofservice our common stock may decline.

The integration of the two companies may result in material challenges, including, without limitation:

the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the transaction and related integration work;
managing a larger and more complex combined business;
maintaining employee morale, retaining key management and other employees and the possibility that the integration process and potential organizational changes may adversely impact the ability to maintain employee relationships;
retaining existing business and operational relationships, including customers, dealers, suppliers, employees and other counterparties, asindebtedness may be impacted by contracts containing consent and/or other provisions that may be triggered by the transaction, and attracting new business and operational relationships;
the integration process not proceeding as expected, including due to a possibility of faulty assumptions or expectations regarding the integration process or Herman Miller’s or Knoll’s operations;
consolidating corporate, administrative and compliance infrastructures and eliminating duplicative operations;
coordinating geographically separate organizations, including in international markets with differing business, legal and regulatory climates;
unanticipated issues in integrating information technology, communications and other systems; and
unforeseen expenses, costs, liabilities or delays associated with the acquisition or the integration.

Many of these factors will be outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues or synergies and diversion of management’s time and energy, which could materially affect Herman Miller’s financial position, results of operations and cash flows.

The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.
Herman Miller, Inc. and Subsidiaries8



adversely impacted.
The indebtedness incurred in connection with the acquisition of Knoll contains various covenants that impose restrictions on us and certain of our subsidiaries that may affect theirour ability to operate their businesses.
The indebtedness incurred in connection with the merger and preferred stock purchase contains variousour 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 of its assets to any one person, among other things.person. In addition, the definitive documentation governing such indebtedness contains a financial maintenance covenant that will requirerequires us to maintain a certain leverage ratio at the end of each fiscal quarter. Our and our subsidiaries’ 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 connection with the acquisition of Knoll, we incurred significant additional indebtedness, which could adversely affect Herman Miller, including by decreasing our business flexibility, and will increase our interest expense.
The consolidated long-term debt of Herman Miller as of May 29, 2021 was $274.9 million. Our long-term debt as of July 27, 2021, after giving effect to the acquisition and the incurrence and extinguishment of indebtedness in connection therewith, is approximately $1.3 billion. We have substantially increased our indebtedness in comparison to that of Herman Miller on a recent historical basis, which could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing our interest expense. 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 will be greater than the amount of cash flows previously required to service our indebtedness. The increased levels of indebtedness could also reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages for Herman Miller relative to other companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the acquisition, or if the financial performance of the combined company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.

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. We cannot assure you that itThere is no assurance we will be able to obtain such additional financing on terms acceptable to us or at all.

Uncertainties associated with the acquisition of Knoll may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company following completion of the acquisition.
Herman Miller is dependent on the experience and industry knowledge of its officers and other key employees to execute its business plans. Our success will depend in part upon our ability to retain certain key management personnel and employees. Current and prospective employees of Herman Miller may experience uncertainty about their roles, which may have an adverse effect on our ability to attract or retain key management and other key personnel. Accordingly, no assurance can be given that we will be able to attract or retain key management personnel and other key employees to the same extent that Herman Miller and Knoll have previously been able to attract or retain their own employees.

We have incurred and expect tomay continue to incur significant costs in connection with the acquisitionintegration of Knoll, which may be in excess of those we anticipate.
We have incurred and expect to continue to incur a number of non-recurring fees and costs associated with negotiating and completing the transactions, combining the operations of Herman Miller and Knoll and achieving desired synergies. These feescosts and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costsinclude those related to the merger and include, among others, the preferred
92021 Annual Report7


stock purchase, employee retention costs, fees paid to financial, legal, strategic and accounting advisors, severance and benefit costs, proxy solicitation costs and filing fees.

We will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of Herman Miller.


Macroeconomic and Workplace Trends Related Risks

Adverse economic and industry conditions could have had a negative impact on our business, results of operations and financial condition.
Customer demand within the contract office furniture and retail furnishings industries is affected by various macro-economic factors;macroeconomic factors with general corporate profitability, service sector employment levels, new office construction rates, and existing office vacancy rates arebeing among the most influential factors. History has shown that declinesDeclines in these measures can have had an adverse effect on overall office 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. There are current and future economic and industry conditions that could adversely affect our business, operating results, or financial condition.

Other macroeconomic developments, such as the United Kingdom referendum on European Union membership (commonly known as Brexit) could negatively affect the Company's ability to conduct business in those geographies. The Company is monitoring the resolution of various trade policy negotiations between the U.S. and key trading partners as well as the post-Brexit impact on the U.K. and European Union. These negotiations create uncertainty in key markets, which, if unresolved in the near term, could negatively impact customer demand. Furthermore, concerns exist relating to potential tariffs and customs regulations and the potential for short term logistics disruption as any such changes are implemented. This will impact both the Company's 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 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.

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 office furniture industry. Many of our competitors offer similar categories of products, including office seating, systems and freestanding office 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 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 ourthese competitors being quicker at the following: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
Herman Miller, Inc. and Subsidiaries10


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 in the United Kingdom, which represents our largest single marketplace outside the United States. Concerns exist relating to 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 also have manufacturing operations in China, India, Italy, Canada, Mexico and Brazil. Additionally, our products are sold internationally through controlled subsidiaries or branches in Canada, Denmark, Italy, Korea, Mexico, Australia, China (including Hong Kong), India, Brazil, and Brazil.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.

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 could include, but would not necessarily be limited to:

Political,without limitation, political, social, and economic conditions
Globalconditions; global trade conflicts and trade policies
Legalpolicies; legal and regulatory requirements
Laborrequirements; labor and employment practices
Culturalpractices; cultural practices and norms
Natural disasters
Securitynorms; natural disasters; security and health concerns
Protectionconcerns; protection of intellectual property
Changesproperty; and changes in foreign currency exchange rates

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
8


regulations, international tax policies and rates, and changes in U.S. and international monetary policies may have an adverse impact on results of operations and financial condition.

In connection with the ongoing war between Russia and Ukraine, the U.S. government has imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia. MillerKnoll is not fulfilling any existing orders or accepting new orders from Russia or Belarus at this time. As a safety measure, we have also stopped taking new orders and fulfilling orders in Ukraine. This region represents a small portion of our International Contract and Specialty business, and we do not rely on any material goods from suppliers in these regions. While we do not have manufacturing facilities or offices in the region, we have historically sold products to two dealers in Ukraine, two in Russia, and two in Belarus. Fiscal year 2023 and 2022 annualized revenues from these countries were approximately $0.2 million and $6.4 million, respectively. None of the revenue recognized in fiscal year 2023 was from dealers located in countries under sanction.
Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, business partners or customers in the broader region. The continued conflict in that region, as well as the current and additional international sanctions against Russia, are likely to further increase the cost of various supplies, particularly for petroleum based products. The impact from this conflict, as well as the 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.

Disease outbreaks, such asRecent events affecting the COVID-19 pandemic,financial services industry could have an adverse impact on the Company's business operations, financial condition, and results of operations.
The 2023 closures of certain banks have created bank-specific and broader financial institution liquidity risk and concerns. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access working capital needs, and create additional market and economic uncertainty.
Although the Company does not have any deposits with any of the banks that have been placed into receivership to date, some of our customers may have deposits with them, which may expose us to potential risks that could impact our financial position and operations. This could include an adverse impact on the ability of our customers to pay amounts they owe to the Company. In addition, if any of our vendors have relationships with any of the banks that have been closed, it could negatively impact their ability to deliver goods and services to the Company.
More generally, these events have resulted in market disruption and volatility and could lead to greater instability in the credit and financial results.
From time to time, various disease outbreaksmarkets and a deterioration in confidence in economic conditions. Our operations may be adversely impact ouraffected by any such economic downturn, liquidity shortages, volatile business consolidated results of operations and financial condition, such as the current COVID-19 pandemic which has had such an adverse impact. The Company has global manufacturing facilities, suppliers, dealers and customers. Therefore, COVID-19, as well as measures takenenvironments, or unpredictable market conditions. These events could also make any necessary debt or equity financing more difficult and/or costly.
112021 Annual Report9


by governmental authorities and other organizations and individuals to limit the spreadThe future effect of this virus, may interfere with the ability of our employees, suppliers and other business providers to carry out their assigned tasks or supply materials at ordinary levels of performance relative to the conduct of our business. In addition, the COVID-19 pandemic has caused a significant percentage of the traditional office workforce to work away from their office location. It is reasonable to assume, at least in the near-term, that this will have an adverse impactthese events on the demand for office furniturefinancial services industry and related products. This has in the past caused,broader economy are unknown and may continuedifficult to cause, uspredict but could include failures of other financial institutions to materially curtail certain ofwhich we or our business operations, and has had andcustomers, vendors, or other counterparties face direct or more significant exposure. Any such developments could continue to have, a material adverse effect onadversely impact our results of operationsoperation and cash flow.


financial position. There may be other risks we have not yet identified. We are working to identify any potential impact of these events on our business in order to minimize any disruptions to our operations. However, we cannot guarantee we will be able to avoid any negative consequences relating to these recent developments or any future related developments.
Manufacturing, Supply Chain and Distribution Related Risks

Tariffs imposed by the U.S. government could have a material adverse effect on our results of operations.
The imposition of tariffs by the U.S. government on various products imported from certain countries, as well as countering tariffs on the export of U.S. goods, has had, and will likely continue to adverselyhave, an adverse impact the coston our business, including as a result of increased costs for certain of our raw materials and finished goods as well asincreasing the costs for certain products that we export to other countries. Accordingly, these tariffs and the possibility of broader trade conflicts stemming from the tariffs could negatively impact our business in the future.The tariffs on imports, most notably imports from China, alsohave impacted the cost of steel, in both fiscal year 2020 and fiscal 2021, a key commodity that we consume in producing products. Given the significance of steel costs to our direct materials costs, we are closely monitoring escalatingmonitor 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 5%3% of our consolidated cost of sales for fiscal 2021.2023. Going forward, continued or increased tariffs could negatively impact our gross margin and operating performance. These factors also have the potential to significantly impact global trade and economic conditions in many of the regions where we do business.

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.

In the fourth quarter of 2021,fiscal year 2022, the price of steel was impacted by shortages and disruptions in the steel industry as a result of the COVID-19 pandemic. These disruptions have not had a significant impact on our ability to manufacture and supply products to our customers, but they have negatively impacted the cost of procuring such materials. In the short-term, significant increases in raw material, commodity and other input costs can be difficult to offset with price increases because of existing contractual commitments with our customers. As a result, our gross margins can be adversely affected in the short-term by significant increases in these costs. If we are not successful in passing along higher commodity and other input costs to our customers over the long-term because of competitive pressures, our profitability could be negatively impacted.

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 previously noted.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. Increases in the market prices of these commodities suchdue to the recent ban on Russian oil imports as what we experienced in fiscal 2019 for steel,a result of the current war between Russia and Ukraine may have an adverse impact on our profitability if we are unable to offset them with strategic sourcing, continuous improvement initiatives or increased prices to our customers.

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
Herman Miller, Inc. and Subsidiaries12


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 may not be easily obtained. In the past, we have,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 continued shortage of qualified labor could negatively affect our business and materially reduce earnings.

10


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. In the current operating environment, we are experiencing a shortage of qualified labor in certain geographies, particularly with plant production workers, resulting in increased costs from certain temporary wage actions, such as hiring and referral bonus programs. A continuation of such shortages for a prolonged period of time could have a material adverse effect on our operating results.
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, and operating margins, and discount rates. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units, or 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 statements.

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 statements.

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

132021 Annual Report


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 and private networks. Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere
11


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 unable to control many of 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 32 percent28% of the sales within our Global Retail segment are transacted within our retail studios.stores. Additionally, we believe our retail studiosstores 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 experience products prior to placing an order online or through the catalog call center. Our ability
Herman Miller, Inc. and Subsidiaries14


to open additional studiosstores or close existing studiosstores successfully will depend upon a number of factors beyond our control, including:including, without limitation:

general economic conditions;
General economic conditions
Identificationidentification and availability of suitable studio locationslocations;
Successsuccess in negotiating new leases and amending or terminating existing leases on acceptable termsterms;
Successsuccess of other retailers in and around our retail locationslocations;
Abilityability to secure required governmental permits and approvalsapprovals;
Hiringhiring and training skilled studio operating personnelpersonnel; and
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Landlordlandlord financial stabilitystability.

We may incur significant increased costs and become subject to additional potential liabilities under environmental and other laws and regulations aimed at combating climate change.
Increasing competition for highly skilledWe expect to incur significant costs as we work to implement the 2030 sustainability goals we announced in 2022, which include efforts to reduce our carbon footprint, design out waste, and talented workers could adversely affect our business.
The successful implementation of our business strategy dependssource better materials. Also, increased focus by the U.S. and other governmental authorities on our abilityclimate change and other environmental matters has led to attract and retain a skilled workforce. The increasing competition for highly skilled and talented employees couldenhanced regulation in these areas, which is expected to result in higher compensationincreased compliance costs difficultiesand could subject us to additional potential liabilities. The extent of these costs and risks is difficult to predict and will depend in maintaining a capable workforce,large part on the extent of final regulations and leadership succession planning challenges.

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 implement 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

15                                         2021 Annual Report13


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 29, 2021June 3, 2023 were as follows:

mlhr-20210529_g4.jpg2022_Final_Map.jpg
Owned Locations
Square Footage
(in Thousands)
Use
Zeeland, Michigan771 Manufacturing, Warehouse, Office
Spring Lake, MichiganEast Greenville, Pennsylvania583735 Manufacturing, Warehouse, Office
Spring Lake, Michigan615 Manufacturing, Warehouse, Office
Toronto, Canada386 Manufacturing, Warehouse, Office
Muskegon, Michigan367 Manufacturing, Office
Holland, Michigan357 Warehouse
Holland, Michigan293 Manufacturing, Office
Dongguan, China269 Manufacturing
Foligno, Italy260 Manufacturing, Warehouse, Office
Holland, Michigan238242 Office, Design
Sheboygan, Wisconsin208 Manufacturing, Warehouse, Office
Melksham, United Kingdom170 Manufacturing, Warehouse, Office
Hildebran, North CarolinaGraffignana, Italy93108 Manufacturing, Warehouse, Office
Leased Locations
Square Footage
(in Thousands)
Use
Alburtis, Pennsylvania718 Warehouse
Batavia, Ohio618 Warehouse
Dongguan, China429498 Manufacturing, Office
Ringsted, Denmark274 Warehouse
West Chester, Ohio220 Warehouse
Berlin, Germany220 Warehouse
LeGrange Highlands, Illinois210 Warehouse
Atlanta, Georgia180205 Manufacturing, Warehouse, Office
Bangalore, India105128 Manufacturing, Warehouse
Yaphank, New York92 Warehouse, Office
Mexico City, Mexico77 Warehouse
New York City, New York67 Office, Retail
Hong Kong, China54 Warehouse
Chicago, Illinois45 Office, Retail
Brooklyn, New York39 Warehouse, Retail
Stamford, Connecticut35 Office, Retail

The properties above are primarily used in the Company's segments as indicated below:
Herman Miller, Inc. and Subsidiaries1614


Segment Primarily SupportedOwnedLeasedTotal
North America Contract28
International Contract45
Retail— 55
Corporate— 1

Segment Primarily SupportedOwnedLeasedTotal
Americas Contract311
International Contract & Specialty48
Global Retail— 22
Corporate— 1
As of May 29, 2021,June 3, 2023, the Company operated 4575 retail studiosstores (including 3538 operating under the DWR brand, 43 under the HAY brand, 527 Herman Miller stores, 3 Muuto stores, 3 Knoll stores and a multi-brand Chicago store) that totaled approximately 414,000641,800 square feet of selling space. The Company also operated 4 retail outlet stores. The Company maintains administrative and sales offices and showrooms in various other locations throughout North America, Europe, Asia/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 and financial condition.

Information About Our Executive Officers
Certain information relating to executive officers of the Company as of May 29, 2021June 3, 2023 is as follows:

mlhr-20210529_g5.jpgAndiOwen_JPEG_Final.jpg
Andrea R. Owen
President and
Chief Executive Officer
Age 56,58, elected as an
executive officer in 2018
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Benjamin P.T. GroomJeffrey M. Stutz
Chief DigitalFinancial Officer
Age 37,52, elected as an executive officer in 2009
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Chris Baldwin
Group President, MillerKnoll
Age 50, elected as an executive officer in 2021
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Megan Lyon
Chief Strategy Officer
Age 43, elected as an executive officer in 2019
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B. Ben WatsonJohn Michael
Chief Creative OfficerPresident, Americas Contract
Age 56,61, elected as an
executive officer in 20102020
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Debbie Propst
President, Global Retail
Age 40,42, elected as an
executive officer in 2020
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Jacqueline H. Rice
General Counsel and Corporate Secretary
Age 49,51, elected as an
executive officer in 2019
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Jeffrey L. KurburskiB. Ben Watson
Chief TechnologyCreative and Product Officer
Age 55,58, elected as an
executive officer in 20182010
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Jeffrey M. Stutz
Chief Financial Officer
Age 50, elected as an
executive officer in 2009
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Jeremy Hocking
President,
International Contract
Age 60, elected as an
executive officer in 2017
172021 Annual Report15


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John Michael
President,
Th
e Americas
Age 59, elected as an
executive officer in 2020
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Kevin Veltman
Vice President, Investor
Relations & Treasurer
Age 46, elected as an
executive officer in 2015
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Megan Lyon
Chief Strategy Officer
Age 41, elected as an
executive officer in 2019
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Tim Straker
Chief Marketing Officer
Age 55, elected as an
executive officer in 2020
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Richard Scott
Chief Manufacturing and Operations Officer
Age 53, elected as an
executive officer in 2020

Except as discussed below, each of the named officers has served the Company in their current executive position for more than five years.
Ms. OwenMr. Baldwin joined Herman Miller, Inc.MillerKnoll in 20182021 and serves as President and Chief Executive Officer.Group President. Prior to joining Herman Miller, 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.
Ms. Owen spent twenty-five years at The Gap, Inc. where she most recently served as Global President of Banana Republic.
Mr. GroomLyon joined Herman Miller, Inc.MillerKnoll in 2019 and serves as Chief DigitalStrategy Officer. Prior to joining Herman Miller, Mr. GroomMillerKnoll, Ms. Lyon spent sixeleven years with The Boston Consulting Group where heshe was a Principal member ofPartner and Managing Director leading the firm’s Technology Advantage,West Coast Consumer and Retail Practice.
Mr. Michael joined MillerKnoll, Inc. in 2017 and Consumer practices.serves as President, The Americas. Prior to joining MillerKnoll, Mr. Michael held leadership positions at Staples, Ivan Allen Workspace, and Steelcase
Ms. Propst joined Herman Miller, Inc.MillerKnoll in 2020 and serves as President of the Company's Global Retail segment. Prior to joining Herman Miller,MillerKnoll, Ms. Propst spent seven years at Bed Bath and Beyond where she most recently served as President and Chief Merchandising Officer of One Kings Lanes, as well as Chief Brand Officer for Bed Bath and Beyond.
Ms. Rice joined Herman Miller, Inc.MillerKnoll in 2019 and serves as General Counsel. Prior to joining Herman Miller,MillerKnoll, Ms. Rice served as Executive Vice President, Chief Risk & Compliance Officer at Target Corporation as well as Senior Counsel and Chief Compliance Officer at General Motors Co.
Mr. Kurburski joined Herman Miller in 1990 and serves as Chief Technology Officer. Prior to joining Herman Miller, Mr. Kurburski spent time in both the government and private IT sectors.
Mr. Hocking joined Herman Miller in 1984 and serves as President of Herman Miller International. Throughout his 37-year career at Herman Miller, Mr. Hocking has held many international leadership positions, including UK Sales Director, Vice President of Sales for Northern Europe, Vice President of International Marketing, Vice President Asia Pacific, Senior Vice President of Strategic Planning, and Executive Vice President of Strategic Planning & Business Development.
Mr. Michael joined Herman Miller, Inc. in 2017 and serves as President, The Americas. Prior to joining Herman Miller, Mr. Michael held leadership positions at Staples, Ivan Allen Workspace, and Steelcase.

Herman Miller, Inc. and Subsidiaries18


Ms. Lyon joined Herman Miller, Inc. in 2019 and serves as Chief Strategy Officer. Prior to joining Herman Miller, Ms. Lyon spent eleven years with The Boston Consulting Group where she was a Partner and Managing Director leading the firm’s West Coast Consumer and Retail Practice.
Mr. Straker joined Herman Miller in 2012 and serves as Chief Marketing Officer. Prior to joining Herman Miller, Mr. Straker held a variety of design leadership and strategy roles for companies such as Apple, Lowe’s, Goodyear Tire & Rubber, McDonald’s, Nationwide Insurance, SFERRA, Netjets, and the Food Network.
Mr. Scott joined Herman Miller, Inc. in 2006 and serves as Chief Manufacturing and Operations Officer. Prior to joining Herman Miller, Mr. Scott spent his career in engineering and manufacturing with Jacobs Suchard Germany, Eurotunnel, and DS Smith Packaging.
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

19                                         2021 Annual Report16


PART II
Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Share Price, Earnings and Dividends Summary
Herman Miller,MillerKnoll, Inc.'s common stock is traded on the Nasdaq Global Select Market System (Symbol: MLHR)MLKN). As of July 18, 2021,17, 2023, there were approximately 38,00036,000 shareholders of record, including individual participants in security position listings, of the Company's common stock.

Dividends were declared and paid quarterly for the last three quarters of fiscal 20212023 as approved by the Board of Directors.Directors. On April 13, 202118, 2023, the company'sCompany's Board of Directors approved a quarterly cash dividend of 18.75 cents ($0.1875) per share that was paid on July 15, 2021,2023, to shareholders of record on May 29, 2021.June 3, 2023. While it is anticipated that the Company will continuecontinue 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.

Issuer Purchases of Equity Securities
The Company has one share repurchase plan authorized by the Board of Directors on January 16, 2019, which provides a share repurchase authorization of $250.0 million with no specified expiration date. The approximate dollar value of shares available for purchase under the plansplan at May 29, 2021June 3, 2023 was $236.7$204.5 million.

The following is a summary of share repurchase activity during the Company's fourth fiscal quarter ended May 29, 2021:June 3, 2023:
PeriodTotal Number of Shares (or Units) PurchasedAverage Price Paid per Share or UnitTotal Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs (1)
2/28/21-3/27/21— $— — $236,731,127 
3/28/21-4/24/21400 $43.56 400 $236,713,705 
4/25/21-5/29/21111 $44.95 111 $236,708,715 
Total511 511  
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)
3/5/23-4/1/231,560 $20.85 1,560 $204.6 
4/2/23-4/29/23— — — — 
4/30/23-6/3/235,989 $16.15 5,989 $204.5 
Total7,549 7,549  
(1) Amounts are as of the end of the period indicated

The Company may repurchase shares from time to time for cash in open market transactions, privately negotiated transactions, pursuant to accelerated share repurchase programs or otherwise in accordance with applicable federal securities laws. The timing and amount of the repurchases will be determined by the Company's management based on their evaluation of market conditions, share price and other factors. The share repurchase program may be suspended or discontinued at any time.

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.
Herman Miller, Inc. and Subsidiaries2017


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 Nasdaq Composite Total Return for the five-year period ended May 29, 2021.June 3, 2023. The graph assumes an investment of $100 on May 28, 2016June 2, 2018 in the Company's common stock, the Standard & Poor's 500 Stock Index and the Nasdaq Composite Total Return, with dividends reinvested.

2675
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2016 2017 2018 201920202021
Herman Miller, Inc.$100  $105  $108  $119 $80 $167 
S&P 500 Index$100  $116  $130  $131 $145 $200 
Nasdaq Composite Total Return$100  $129  $157  $156 $201 $293 

2018 2019 2020 202120222023
MillerKnoll, Inc.$100  $110  $74  $155 $102 $50 
S&P 500 Index100  101  111  154 152 157 
Nasdaq Composite Total Return100  100  128  187 166 179 
Information required by this item is also contained in Item 12 of this report.

21                                         2021 Annual Report18


Item 6 Selected Financial Data
(In millions, except key ratios and per share data)20212020201920182017
Operating Results
Net sales$2,465.1$2,486.6$2,567.2$2,381.2$2,278.2
Gross margin949.2910.7929.9873.0864.2
Selling, general, and administrative (1)
646.5669.7649.5621.0592.9
Impairment charges205.47.1
Design and research72.174.076.973.173.1
Operating earnings (loss)230.6(38.4)203.5178.9191.1
Earnings (loss) before income taxes and equity income226.4(13.4)195.1168.1177.6
Net earnings (loss)178.8(14.4)160.5128.7124.1
Net cash provided by operating activities332.3221.8216.4166.5202.1
Net cash used in investing activities(59.9)(168.1)(165.0)(62.7)(116.3)
Net cash (used in) provided by financing activities(347.7)244.0(91.9)2.5(74.6)
Depreciation and amortization87.279.572.166.958.9
Capital expenditures59.869.085.870.687.3
Common stock repurchased plus cash dividends paid35.463.093.588.963.1
 
Key Ratios
Sales (decline) growth(0.9)%(3.1)%7.8%4.5%0.6%
Gross margin (2)
38.536.636.236.737.9
Selling, general, and administrative (1) (2)
26.226.925.326.126.0
Design and research (2)
2.93.03.03.13.2
Operating earnings (loss) (2)
9.4(1.5)7.97.58.4
Net earnings growth (decline)1,341.7(109.0)24.73.7(9.7)
After-tax return on net sales (3)
7.3(0.6)6.35.45.4
After-tax return on average assets (4)
8.7(0.8)10.59.29.8
After-tax return on average equity (5)
24.0(2.1)23.220.622.3
 
Share and Per Share Data
Earnings (loss) per share-diluted$2.92$(0.15)$2.70$2.12$2.05
Cash dividends declared per share0.560.630.790.720.68
Book value per share at year end (6)
14.3910.9412.2311.229.84
Market price per share at year end47.8023.0235.4932.8532.70
Weighted average shares outstanding-diluted59.458.959.460.360.6
 
Financial Condition
Total assets$2,061.9$2,053.9$1,569.3$1,479.5$1,306.3
Working capital (7)
390.7403.8215.2231.6106.2
Current ratio (8)
1.81.81.51.61.3
Interest-bearing debt and related swap agreements (9)
285.7558.8282.8265.1197.8
Stockholders' equity849.6643.0719.2664.8587.7
Total capital (10)
1,135.31,201.81,002.0929.9785.5
(1) Selling, general, and administrative expenses include restructuring expenses in years that are applicable.
(2) Shown as a percent of net sales.
(3) Calculated as net earnings (loss) divided by net sales.
(4) Calculated as net earnings (loss) divided by average assets.
(5) Calculated as net earnings (loss) divided by average equity.
(6) Calculated as total stockholders' equity divided by common shares of stock outstanding.
(7) Calculated using current assets less current liabilities.
(8) Calculated using current assets divided by current liabilities.
(9) Amounts shown include the fair market value of the Company’s interest rate swap arrangement(s).
(10) Calculated as interest-bearing debt and related swap agreements plus stockholders' equity.

[Reserved]
Herman Miller, Inc. and Subsidiaries2219


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
Herman Miller’s purpose statementMillerKnoll 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 good of humankind. At present, most customers come to the Company for furnishing interior environments in corporate offices, healthcare settings, higher education institutions21st century, shaping a future that’s more sustainable, caring, and residential spaces. The Company's primary products include furniture systems, seating, storage, freestanding furniture, healthcare environment products, casegoods, textiles and related technologies and services.

More than 100 years of innovative business practices and a commitment to social responsibility have established Herman Miller as a recognized global company. The Company trades on the Nasdaq Global Select Market under the symbol MLHR.

Subsequent to the end of fiscal 2021, the Company finalized the acquisition of Knoll, Inc. (“Knoll”) in a cash and stock transaction valued at approximately $1.8 billion. This combination brings together two pioneering and iconic brands to create MillerKnoll, one of the largest and most influential modern design companies in the world. Together we will transform our industry and redefine modern design. With a broader portfolio, global footprint, and advanced digital capabilities, our combined company will be poised to innovate and design the futurebeautiful for all the places where life happens.people and our planet.

Herman Miller'sMillerKnoll'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'sCompany’s products are offered elsewheresold in the worldover 100 countries primarily through independent dealerships or joint ventures with customers in over 100 countries.

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, manufacturing operations are located in Michigan, Georgia, Wisconsinas well as Toronto and North Carolina.Mexico City. In Europe, the Company's manufacturing presence is located in the United Kingdom.Kingdom and Italy. Manufacturing operations globally also include facilities located in Brazil, China, Brazil and India. The Company manufactures products using a system of lean manufacturing techniques collectively referred to as the Herman MillerMillerKnoll Performance System (HMPS)(MKPS). For its contract furniture business, Herman MillerMillerKnoll 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. The standard manufacturing lead time for the majority of our products is 10 to 20 days. 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 Design Within Reach (DWR)("DWR"), HAY, Knoll, Muuto, and Herman Miller retail operations. The Global Retail business provides a channel to bring Herman Miller'sMillerKnoll's iconic and design-centric products to retail customers, along with other proprietary and third-party products, with a focus on modern design. The Company continues to transform its Retail business through the DWR retail studio footprint, which will be complemented by a continued focus on improving margins through the development of exclusive product designs and leveraging additional sales in DWR's contract, catalog and digital channels, as well as the HAY brand, which was launched in North America in fiscal 2019.

232021 Annual Report


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, manufacture, and sale of furniture and textile products for work-related settings, including office, education and healthcare environments, throughout the United States and Canada. The business associated with the Company's owned contract furniture dealers is also included in the North America Contract segment. In addition to the Herman Miller brand, this segment includes the operations associated with the design, manufacture and sale of high-craft furniture products and textiles, including Geiger wood products, Maharam textiles, Nemschoff, and naughtone.

InternationalAmericas Contract — Includes the operations associated with the design, manufacture and sale of furniture products primarilydirectly or indirectly through an independent dealership network for work-related settings in EMEA, Latin America,office, healthcare, and Asia-Pacific.

educational environments throughout North and South America.
International Contract & Specialty — Includes the operations associated with the design, manufacture and sale of furniture products, directly or indirectly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles.
Global Retail — Includes theglobal operations associated with the sale of modern design furnishings and accessories to third-party retail distributors,third party retailers, as well as direct to consumer sales through eCommerce, direct mailingdirect-mail catalogs, and Herman Miller, DWR and HAY stores and studios.

physical retail stores.
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.
20


Core Strengths
The Company relies on the following core strengths in delivering solutions to customers:

Product Portfolio of Leading Brands and ProductsBrand Collective - Herman MillerMillerKnoll is a globally-recognized,collective of globally recognized design brandbrands known for working with some of the most well-known and respected designers in the world. OverCombined, the Company represents over 100 years it has evolved into Herman Miller Group, a family of brands that collectively offers a varietydesign research and exploration in service of products for environments where people live, learn, work, heal and play.humanity. Within the industries in which the Company operates, Herman Miller DWR, Geiger, Maharam, POSH, Nemschoff, and Knoll, along withColebrook Bosson Saunders, ("CBS"),DatesWeiser, Design Within Reach, Edelman Leather, Geiger, HAY, Holly Hunt, Maars Living Walls, Maharam, Muuto, NaughtOne, and naughtoneSpinneybeck|FilzFelt are acknowledged as leading brands that inspire architects and designers to create their best design solutions. This portfolio has enabled Herman MillerMillerKnoll to connect with new audiences, channels, geographies, and product categories. Leveraging the collective brand equity of the Herman Miller GroupMillerKnoll across the lines of business is an important element of the Company's business strategy.

Problem-Solving Design and InnovationLeadership - 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.

Operational ExcellenceUnique 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 is operations, the Company was among the first in the industry to embrace the concepts of lean manufacturing. HMPSMKPS 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 has extended this lean process work to its non-manufacturing processes as well as externally to its manufacturing supply chain and distribution channel. The Company believes these concepts hold significant promise for further gains in reliability, quality, and efficiency.

Herman Miller, Inc. and Subsidiaries24


Omni-Channel Reach - 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, catalogs, and independent retailers, the Company serves contract and residential customers across a range of channels and geographies.

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 and Owned Contract Furniture Dealers - Most of the Company's product sales are made to a network of independently owned and operated contract furniture dealerships doing business in many countries around the world. 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 also sells products and services directly to end customers without an intermediary (e.g., sales to the USU.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.

Retail Studios - At the end of fiscal 2021 the Retail business unit included 45 retail studios (including 35 operating under the DWR brand, 4 under the HAY brand, 5 Herman Miller stores and a multi-brand Chicago store). This business also operates 3 outlet studios. The retail and outlet studios are located in metropolitan areas throughout North America.

eCommerce - The Company sells products in its portfolio of brands across the globe, through its online stores, in which products are available for sale via the Company's website, hermanmiller.com, global eCommerce platforms, as well as through the dwr.comlocalized Herman Miller, Knoll, DWR, and us.hay.com online stores.HAY websites. These sites complement ourthe Company’s existing methods of distribution and extend the Company's brand tobrands' reach for new customers.

Direct-Mail Catalogs - The Company’s Retail business unit utilizes a direct-mail catalog program through its DWR subsidiary. A regular schedule of catalog mailings is maintained throughout the fiscal year and these serve as a key driver of sales across each of DWR’s channels, including retail studiosexisting customers and eCommerce websites.

clients.
Wholesale - Certain of– Through the Company's Global Retail segment, certain products are sold on a wholesale basis to third-party retailers located in various markets around the world.
21


Retail Locations - As of June 3, 2023, the Company operated 75 retail studios (including 38 operating under the DWR brand, 3 under the HAY brand, 27 Herman Miller stores, 3 Muuto stores, 3 Knoll stores and a multi-brand Chicago store). The business also operated 4 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 well 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.

252021 Annual Report


Areas of Strategic Focus
DespiteOur 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 numberfocus on health and well-being, and an expectation of riskscorporate social responsibility. Our strategy includes five key focus areas:
Bring MillerKnoll to Life
We are following a detailed and challenges,deliberate plan to bring the Company believes it is well positionedbest of all our brands together, enabling us to successfully pursue itsachieve our purpose of design for the good of humankind. Ashumankind as we remake modern for the 21st century. Our priorities include establishing and building the MillerKnoll culture; delivering on our synergy commitment of $145 million in run-rate savings by the end of year three of the Knoll acquisition; successfully executing our integration plans and initiatives; cultivating and enabling a strong global dealer network; and establishing worldwide supply chain and manufacturing capabilities to effectively serve our customers across all our channels.
Build a Customer-Centric, Digitally Enabled Business Model
Building a customer-centric and digitally enabled business model is foundational to bringing MillerKnoll to life and encompasses both our internal technology foundation and our digital go-to-market capabilities. Our goals include integrating our systems and processes, shifting to a simpler systems architecture, serving our customers around the world through global eCommerce capabilities, harnessing data to enable our teams to make effective and timely decisions, and accelerating global automation and manufacturing 4.0 initiatives to improve the employee experience and increase accuracy, quality, and performance. Our launch of the combined North America MillerKnoll dealer network at the start of fiscal year 2023 expanded access to our proprietary end-to-end digital solution that makes it easier for our dealers to respond to customer requests faster with differentiated solutions.
Accelerate Profitable Growth
We believe there is opportunity for meaningful long-term growth in each of our business segments and 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. To capitalize on the opportunity ahead, we will seek to lead the industry in product innovation and design excellence; fortify the flagship Knoll and Herman Miller brands while nurturing and growing each of the brands within MillerKnoll; position the Americas Contract business to lead; drive outsized growth in International Contract & Specialty; and continue transforming our Global Retail business.
Attract, Develop, and Retain World-Class Talent
In creating MillerKnoll, we created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage and will create a premiere employee experience while continuing to invest in our people so they can do their best work every day. Our priorities include enabling 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.
Reinforce Our Commitment to Our People, Our Planet, and Our Communities
Our legacy of corporate social responsibility is deeply ingrained in our culture and is shared across all our brands. We will continue to evolve, we are constantly focusedreinforce our commitment to our people, planet, and communities in integrated and deliberate ways.
22


We intend to hold ourselves accountable for forward progress against our diversity, equity, and inclusion initiatives, building on staying aheadthe foundation of the curve. With the composition of the office floor plate moving towardDEIB actions we announced in 2020; our 2030 sustainability goals, which we introduced in April 2022; being a broader variety of furnishings, a greater desireforce for customization fromgood in our customers, new technologies,communities worldwide; and trends towards urbanizationelevating our Better World reporting by developing common metrics and more seamless transactions in the retail world, we have centeredregularly sharing our overall value creation strategy on four key priorities.

mlhr-20210529_g19.jpg
Unlock the Power of One Herman Miller
Coming together as a family of complementary brands will help achieve our goals of more actively moving into the consumer marketplace, growing globally and making it easier to do business with us. We strive to become more agile, invest in responsive innovation, simplify our go-to-market strategy and continue to lead in product innovation across all our businesses globally.
mlhr-20210529_g20.jpg
Build a Customer-centric, Digitally Enabled Business Model
Building a customer centric and digitally enabled business model is at the forefront of our goal to become easier to do business with us. We will leverage our deep understanding of customer journeys to deliver inspired products and a frictionless customer experience. Along with strengthening the core technology backbone, we will also drive step-change in data, analytics, marketing and brand capabilities.

mlhr-20210529_g21.jpg
Accelerate Profitable Growth
There are identified opportunities for growth ahead in each of our business segments. We believe we are the only company in our industry with access to meaningful contract and residential growth opportunities on a global scale. At the same time, with our ongoing focus on operational excellence and specific profit improvement initiatives, we are focused on continuous improvement of our cost structure.
mlhr-20210529_g22.jpg
Reinforce Our Commitment to Our People, Planet, Communities
With a legacy of corporate social responsibility that is deeply ingrained in our culture, we will reinforce our commitment to our people, planet and communities in a more integrated and deliberate way than ever before. We will focus on building, developing and retaining world-class talent, shaping an inclusive and diverse workforce and elevating our Better World commitment. Doing so will enable us to create value for our shareholders, customers and employees, as well as for the broader communities and environment in which we operate.

progress internally and externally.
The Company believes its strategy continues to respond well to current and future realities in its markets. The Company's strategic priorities are aimed at creating a sustainable and diverse revenue model that puts the customer at the center of everything we do and leverages enabling digital capabilities to fully realize that vision.



Herman Miller, Inc. and Subsidiaries
                                         2623


Business Overview
The following is a summary of the significant events and items impacting the Company's operations for the year ended May 29, 2021:

The Company entered into strategic agreements during the fiscal year, including agreements for (i) the acquisition of Knoll’s common stock for $11.00 per share in cash, without interest, and 0.32 shares of Herman Miller common stock for each outstanding share of Knoll common stock and (ii) the acquisition of all of the outstanding shares of Knoll's preferred stock for approximately $253 million in cash in the aggregate. This transaction was finalized subsequent to the end of the fiscal year.

June 3, 2023:
Net sales were $2,465.1$4,087.1 million, representing a decreasean increase of 0.9%3.6% when compared to the prior year. The decreaseincrease in net sales was driven primarily by decreased sales volumesincremental price increases, the consolidation of Knoll results from the date of acquisition of July 19, 2021, as well as growth in the North AmericaInternational Contract segment, partially& Specialty segments. Net sales in fiscal year 2023 also reflect the addition of an extra week of operations (within the fiscal first quarter) which is required periodically to re-align calendar months with our fiscal periods. These increases were offset by increased demand witha decrease in volume within the Americas Contract and Global Retail segment, the impact the acquisition of HAY and naughtone; and incremental list price increases, net of contract price discounting.segments. On an organic basis, net sales were $2,345.3$3,946.4 million(*), representing a decreasean increase of 5.7%0.4% when compared to the prior year.

Gross margin was 38.5%35.0% as compared to 36.6%34.3% in the prior year. The increasechange in gross margin was primarily driven primarily by favorable channelthe realization of price optimization strategies and product mix combined with incremental list price increases,benefits from integration synergies. These positive factors were partially offset by lower overhead leverage due to decreased volumes as well as an increase inincreased commodity, market prices.

storage and handling costs, freight, product distribution costs, and labor costs.
Operating expenses decreased by $230.5$5.2 million or 24.3%0.4% as compared to the prior year. OperatingThe decrease was primarily due to a reduction in variable expenses, including certain forms of employee compensation and benefits, and the continued focus on cost optimization and synergy capture. These decreases were partially offset by $75.0 million of restructuring charges related to voluntary and involuntary reductions in the prior year included non-cashCompany's workforce, charges for the impairment charges of $205 million. In the current year, operating expenses included acquisition and integration charges of $11.0 million, and restructuring costs of $2.7 million. Restructuring costs related mainly to severance and outplacement benefitsassets associated with workforce reductionsthe decision to cease operating Fully as a stand-alone brand, charges related to the impairment of the Knoll trade name, and profit improvement initiatives implemented during$50.0 million related to the previous year.consolidation of Knoll results for the entire first quarter of fiscal 2023 (versus a partial quarter of consolidation in fiscal 2022).

The integration of the Knoll acquisition continues to progress as planned. We made good progress implementing cost synergies throughout the fiscal year, having achieved total annualized run-rate savings of $131 million by the end of the fourth quarter. This has us on track to deliver against our increased goal of achieving annualized cost synergies of $145 million within three years of closing.
The effective tax rate was 21.2%8.8% for fiscal 20212023 compared to negative 44.9%130.1% for the prior year. Excluding the impact of adjustments related to restructuring and other special charges recorded, a portion of which were not deductible for tax purposes, the effective tax rate for the prior year was 19.9%(*). This rate reflected both provision to return adjustments and the accrual of withholding taxes related to planned repatriation of cash from certain foreign jurisdictions.

Diluted earnings per share for the full year totaled $2.92$0.55 compared to a loss per share of $0.15 last$0.37 in the prior year. On an adjusted basis,basis(*), diluted earnings per share totaled $3.05(*) intotaled $1.85 in fiscal 20212023 compared to $2.61(*)$1.92 in fiscal 2020, behind the strength of improved gross margins and well-managed operating expenses.

2022.
The Company declared cash dividends of $0.56 per share compared to $0.63$0.75 per share in the prior year.both fiscal 2023 and fiscal 2022.

(*) 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 Company's Retail segment supports a range of furniture categories aimed at the home environment. Several of these categories, including Home Office, Upholstery, Outdoor, Storage, and Accessories, saw a ramp-upcurrent macroeconomic environment in demand during the first three quarters of fiscal 2021 and this continued into the fourth quarter of fiscal 2021.

The disruption from the COVID-19 pandemic has adversely impacted our fiscal 2021 results as contract furniture industry order trends, as reported by the Business and Institutional Furniture Manufacturers Herman Miller, Inc. and Subsidiaries 25 Association ("BIFMA"), have highlighted near-term demand pressures from the slowdown in economic activity from the pandemic in our North America Contract segment. Our International Contract segment has also been impacted, although many— which includes higher interest rates, complications from a regional banking crisis and low CEO and consumer confidence levels — continues to pose challenges for the industry. These factors are expected to persist, posing difficulties particularly for the luxury housing market and discretionary spending on goods. However, when it comes to the overall dynamics of returning to the markets internationally have shown signs of faster economic recovery.

272021 Annual Report


Theoffice, the Company is monitoring the resolution of various trade policy negotiations between the U.S. and key trading partners as well as the post-Brexit impactmaintains an optimistic outlook based on the U.K.project funnel and European Union. These negotiations create uncertainty in key markets,latest trends which if unresolvedsuggest more structured return-to-office practices in the near term, could negatively impact customer demand.

The Company continues to navigate the impact of global tariffs. The Company believes, based upon existing circumstances, that pricing, strategic sourcing actions and profit optimization initiatives have fully offset the current level of tariffs imposed on imports from China.

near-term.
The Company's financial performance is sensitive to changes in certain input costs, including steel and steel component parts. The market price of steel in the fourth quarter of fiscal 2021 was higher than the same period of the prior year and negatively impacted consolidated results on a year-over-year basis. The price of steel unfavorably impacted consolidated gross margin in the fourth quarter of fiscal 2021. However, ongoingOngoing cost reduction initiatives and a planned price increase in the first quarter of fiscal 2022 willactions have been implemented to help offset these cost pressures, and the benefit from these initiatives is expected to increase over time. Additionally, the substantial inflationary pressures for certain key input costs, including goods and services tied to energy prices, are beginning to ease.
The Americas Contract segment reported a net sales increase of 5.0% and an organic sales increase of 0.3%(*) year-over-year. Operating margin increased 610 basis points year-over year and 620 basis points on an adjusted basis.(*) The increase was primarily driven by pricing optimization and benefits from synergies.
International Contract and Specialty reported a net sales increase of 9.6% and an organic sales increase of 7.0%(*) year-over-year. Operating margin increased 220 basis points year-over-year and 50 basis points on an adjusted basis.(*) The increase was primarily driven by pricing optimization strategies and product mix.
24


Global Retail reported a net sales decrease of 4.1% and an organic sales decrease of 5.1%(*) year-over-year. On a reported basis, operating margin as a percentage of sales was a loss of 1.5% in fiscal 2023 and earnings of 12.4% in fiscal 2022. On an adjusted basis, operating margin as a percentage of sales was 3.8%(*) in fiscal 2023 and 13.1%(*) in fiscal 2022. The decrease was primarily driven by a combination of lower volume, mix of product, and increased freight expenses.
The remaining sections of Item 7 include additional analysis of the fiscal year ended May 29, 2021,June 3, 2023, including discussion of significant variances compared to the prior year period. A detailed review of our fiscal 20202022 performance compared to our fiscal 20192021 performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 30, 2020.28, 2022.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.

COVID-19 Update
The Company continues to respond to the challenges brought about by the COVID-19 pandemic. Workplace restrictions are regionally applied based on the recommendations of local government and health authorities. While demand for the Company's products and services, particularly in the Contract channel of the business, has been adversely impacted, our multi-channel go-to-market approach has enabled us to serve customers where, and how, they need to be served. In addition, the investments we’ve made in people, technology, and products have positioned us well to capitalize on emerging opportunities as our customers' needs have changed throughout the COVID-19 crisis. This has allowed for our Retail business to take advantage of the unanticipated emerging work-from-home trend as well as "home is my castle" trends as consumers are focusing on and upgrading their broader home environments.

Employee Safety and Health
The health and well-being of employees remains top of mind. We are taking a regional approach to restrictions based on active COVID-19 case levels and local health authority recommendations. Contact tracing is active in all regions to help track and control the spread of the virus. We also continue to employ a variety of other safety measures including domestic and international travel restrictions, extensive cleaning protocols, temperature and health screenings, personal protective equipment, and visitor safety guidelines. We will be working with our employees around the globe to understand vaccine distribution and create time for every employee to be vaccinated if they wish to do so.

Herman Miller, Inc. and Subsidiaries28


Customer Focus
The digital investments we’ve made allowed us to pivot quickly and capitalize on a new set of opportunities when our customers’ purchasing behaviors changed. These investments include reimagined Design Within Reach and Herman Miller websites, a Work from Home landing page on Herman Miller’s website, a Work from Home online assessment tool, and new digital platforms that are creating greater efficiencies for contract and dealer audiences. The latest in a series of innovative solutions designed to accelerate growth in the Contract business is Herman Miller Professional – a digital ecosystem designed to meet customer demand for a simple and efficient design and product specification solution. Herman Miller Professional will deliver seamless online experiences to small- and medium sized businesses, a segment that has historically been underserved by the traditional contract furniture model, while also helping our dealers capture new clients and revenue. Businesses will be able to design their spaces with product from the Herman Miller family of brands, leverage an online quoting and purchasing process to complete their order, and select from several delivery options, including white glove service where appropriate. Our first Herman Miller retail seating concept stores are open in Los Angeles, New York Hudson Yards, Tokyo, Austin, Chicago Fulton Market, Century City Los Angeles and Greenwich, CT. In the early days, these stores have exceeded our initial revenue and operating profit expectations as we seek to educate customers about the health benefits of ergonomic seating. We remain uniquely positioned to serve our customers through multiple channels with the most comprehensive portfolio of products in the industry.

As our customers develop their post-pandemic work plans, there is a notable shift to work being done from a number of places, with the office as a destination – a place where employees want to be rather than are required to be. Herman Miller Group is ready to capture the many opportunities caused by this shift as our commercial customers rethink their real estate portfolios, redesign their workplaces, and seek to provide healthy and productive home work environments.

Manufacturing and Retail Operations
Manufacturing facilities continue to operate at near-normal capacity with enhanced safety precautions. All retail studios and stores are open in some capacity; with some open to the public and some open in limited capacity. All facilities operate within the context of and are subject to local guidance from government and health authorities and we will continue to adjust to ensure we are acting in accordance with these guidelines.

Cost Reductions
In fiscal 2020, the Company implemented a range of actions aimed at temporarily reducing costs and preserving liquidity. In fiscal 2021, the Company, together with its Board of Directors, made the decision to move forward with several restorative actions. This included eliminating the 10% reduction in compensation, the introduction of a modified bonus program and re-establishing a quarterly cash dividend program. In addition, the Company has reinstated the previously suspended employer-paid retirement plan contributions in the fourth quarter of fiscal 2021, and has also elected to make a catch-up contribution for the employer-paid retirement plan contributions that were suspended for a majority of fiscal 2021. Despite these various reinstatements, the Company continues to tightly control operating expenses in the face of lingering economic uncertainty.


Reconciliation of Non-GAAP Financial Measures
This reportpresentation contains references to Organic net sales, Adjusted earnings per share - diluted, and adjusted effective tax rate which are non-GAAP financial measures. Organic Growth (Decline) represents the change in reported Net sales, excluding currency translation effects and the impact of acquisitions. Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from adjustments related to purchase accounting adjustments related to the HAY and naughtone investments, impairment charges, restructuring expenses and other special charges or gains, including related taxes. Restructuring expenses include actions involving facilities consolidation and optimization, targeted workforce reductions, and costs associated with an early retirement program. Special charges include certain costs arising as a direct result of COVID-19, and retroactive payments related to reinstated employee benefits. Retroactive payments related to reinstated employee benefits were an adjustment to Earnings per Share in fourth quarter, but not for the full year. Adjusted effective tax rate reflects both provision to return adjustments and the accrual of withholding taxes related to planned repatriation of cash from certain foreign jurisdictions.
Herman Miller, Inc. and Subsidiaries29




The Company believes presenting Organic net sales and Adjusted earnings per share - diluted is useful for investors as it provides financial information on a more comparative basis for the periods presented by excluding itemsmeasures that are not representative of the ongoing operations of the Company.

Organic net salesin accordance with, nor an alternative to, generally accepted accounting principles (GAAP) and Adjusted earnings per share - dilutedmay 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 as alternativesan alternative to the related GAAP measurement. These non-GAAP measurementsmeasures 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 resultsresults. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and usingpresented 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.
The non-GAAP financial measures onlyreferenced 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 purchased intangibles, acquisition and integration charges, debt extinguishment charges, restructuring expenses, impairment charges, other special charges or gains and the related tax effect of these adjustments. These adjustments are described further below.
Adjusted Operating Earnings (Loss) represents reported operating earnings plus acquisition and integration charges, amortization of purchased intangibles, restructuring expenses, impairment charges, and other special charges or gains. These adjustments are described further below.
Adjusted Operating Margin represents Adjusted Operating Earnings (Loss) for the Company or a business segment divided by the related net sales for the Company or a business segment.
Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects, the impact of an extra week in fiscal 2023, and the impact of acquisitions and divestitures.
Amortization of purchased intangibles:Includes expenses associated with the amortization of inventory step-up and 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 purchased intangibles, including the fair value adjustment to inventory, 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 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 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.
Acquisition and integration charges: Includes costs related directly to the Knoll acquisition including legal, accounting and other professional fees as well as integration-related costs. Integration-related costs include severance, accelerated stock-based compensation expenses, asset impairment charges, and other cost reduction efforts or reorganization initiatives.
25


Debt extinguishment charges: Includes expenses associated with the extinguishment of debt as part of financing the Knoll acquisition. We excluded these items from our non-GAAP measures because they relate to a specific transaction and are not reflective of our ongoing financial performance.
Gain on sale of dealer: Includes the gain recorded on the divestiture of an owned dealership.
Restructuring charges: Includes actions involving targeted workforce reductions as well as non-impairment charges related to the closure of the Fully business.
Impairment charges: Includes non-cash, pre-tax charges for the impairment of intangible assets, right of use assets, and other assets related to the closure of the Fully business as well as the impairment of the Knoll trade name.
Special charges: Include certain costs arising as a supplement.direct result of COVID-19 pandemic.
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.
Tables below summarize select financial information, for the periods indicated, related to each of the Company’s reportable segments. The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles. The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores. Corporate costs represent unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs.



















26


The following table reconciles NetOperating Earnings (Loss) to Adjusted Operating Earnings (Loss) by Segment for the years ended as indicated below (in millions):
Three Months EndedTwelve Months Ended
June 3, 2023May 28, 2022June 3, 2023May 28, 2022
Americas
Net sales$474.4 100.0 %$539.2 100.0 %$2,026.1 100.0 %$1,929.1 100.0 %
Gross margin158.7 33.5 %137.6 25.5 %611.2 30.2 %493.1 25.6 %
Total operating expenses137.3 28.9 %131.6 24.4 %511.6 25.3 %517.1 26.8 %
Operating earnings (loss)$21.4 4.5 %$6.0 1.1 %$99.6 4.9 %$(24.0)(1.2)%
Adjustments
Restructuring5.2 1.1 %— — %22.8 1.1 %— — %
Acquisition and integration charges3.5 0.7 %3.7 0.7 %9.7 0.5 %29.9 1.5 %
Amortization of purchased intangibles3.2 0.7 %3.1 0.6 %12.9 0.6 %28.7 1.5 %
Gain on Sale of Dealer— — %— — %— — %(2.0)(0.1)%
Impairment charges14.4 3.0 %— — %14.40.7 %— — %
Adjusted operating earnings$47.7 10.1 %$12.8 2.4 %$159.4 7.9 %$32.6 1.7 %
International & Specialty
Net sales$237.4 100.0 %$273.3 100.0 %$1,017.3 100.0 %$928.5 100.0 %
Gross margin101.3 42.7 %113.0 41.3 %424.3 41.7 %372.6 40.1 %
Total operating expenses84.2 35.5 %81.4 29.8 %325.7 32.0 %302.7 32.6 %
Operating earnings$17.1 7.2 %$31.6 11.6 %$98.6 9.7 %$69.9 7.5 %
Adjustments
Restructuring0.6 0.3 %— — %1.3 0.1 %— — %
Acquisition and integration charges0.5 0.2 %0.1 — %2.5 0.2 %1.2 0.1 %
Amortization of purchased intangibles2.1 0.9 %2.3 0.8 %8.30.8 %26.92.9 %
Impairment charges1.8 0.8 %— — %1.8 0.2 %— — %
Adjusted operating earnings$22.1 9.3 %$34.0 12.4 %$112.5 11.1 %$98.0 10.6 %
Retail
Net sales$244.9 100.0 %$288.0 100.0 %$1,043.7 100.0 %$1,088.4 100.0 %
Gross margin94.7 38.7 %131.9 45.8 %394.5 37.8 %487.0 44.7 %
Total operating expenses105.5 43.1 %94.5 32.8 %410.0 39.3 %352.5 32.4 %
Operating (loss) earnings$(10.8)(4.4)%$37.4 13.0 %$(15.5)(1.5)%$134.5 12.4 %
Adjustments
Restructuring Charges8.4 3.4 %— — %9.9 0.9 %— — %
Acquisition and integration charges— — %— — %0.2 — %0.3 — %
Amortization of purchased intangibles0.6 0.2 %1.3 0.5 %4.1 0.4 %7.8 0.7 %
Impairment charges3.5 1.4 %— — %40.7 3.9 %— — %
Adjusted operating earnings$1.7 0.7 %$38.7 13.4 %$39.4 3.8 %$142.6 13.1 %
Corporate
Operating expenses$16.1 — %$18.0 — %$60.4 — %$140.6 — %
Operating (loss)$(16.1) %$(18.0) %$(60.4) %$(140.6) %
Adjustments
Acquisition and integration charges1.3 — %3.7 — %5.6 — %93.1 — %
Adjusted operating (loss)$(14.8) %$(14.3) %$(54.8) %$(47.5) %
MillerKnoll, Inc.
Net sales$956.7 100.0 %$1,100.5 100.0 %$4,087.1 100.0 %$3,946.0 100.0 %
Gross margin354.7 37.1 %382.5 34.8 %1,430.0 35.0 %1,352.7 34.3 %
Total operating expenses343.1 35.9 %325.5 29.6 %1,307.7 32.0 %1,312.9 33.3 %
Operating earnings$11.6 1.2 %$57.0 5.2 %$122.3 3.0 %$39.8 1.0 %
Adjustments
Restructuring Charges14.2 1.5 %— — %34.0 0.8 %— — %
Acquisition and integration charges5.3 0.6 %7.5 0.7 %18.0 0.4 %124.5 3.2 %
Amortization of purchased intangibles5.9 0.6 %6.7 0.6 %25.3 0.6 %63.4 1.6 %
Gain on Sale of Dealer— — %— — %— — %(2.0)(0.1)%
Impairment charges19.7 2.1 %— — %56.9 1.4 %— — %
Adjusted operating earnings$56.7 5.9 %$71.2 6.5 %$256.5 6.3 %$225.7 5.7 %
27


The following table reconciles net sales to Organicorganic net sales for the years ended as indicated below (in millions):
May 29, 2021May 30, 2020
North AmericaInternationalRetailTotalNorth AmericaInternationalRetailTotal
Net Sales, as reported$1,194.0$669.0$602.1$2,465.1$1,598.2$502.8$385.6$2,486.6
% change from PY(25.3)%33.1%56.1%(0.9)%
Proforma Adjustments
Acquisitions(10.6)(87.3)(97.9)
Currency Translation Effects (1)
(1.8)(19.6)(0.5)(21.9)
Organic net sales$1,181.6$562.1$601.6$2,345.3$1,598.2$502.8$385.6$2,486.6
% change from PY(26.1)%11.8%56.0%(5.7)%
Twelve Months Ended
June 3, 2023
AmericasInternational & SpecialtyRetailTotal
Net sales, as reported$2,026.1 $1,017.3 $1,043.7 $4,087.1 
% change from PY5.0 %9.6 %(4.1)%3.6 %
Adjustments
Acquisition(77.2)(55.5)(31.1)(163.8)
Currency translation effects (1)
6.1 42.9 26.8 75.8 
Impact of extra week in FY23(27.4)(11.6)(13.7)(52.7)
Net sales, organic$1,927.6 $993.1 $1,025.7 $3,946.4 
% change from PY0.3 %7.0 %(5.1)%0.4 %
Twelve Months Ended
May 28, 2022
AmericasInternational & SpecialtyRetailTotal
Net sales, as reported$1,929.1 $928.5 $1,088.4 $3,946.0 
Adjustments
Divestitures(6.7)— (7.9)(14.6)
Net sales, organic$1,922.4 $928.5 $1,080.5 $3,931.4 
(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.
(1) Currency translation effects represent the estimated net impact of translating current period sales using the average exchange rates applicable to the comparable prior year period


















28


The following tables reconcile orders as reported to organic orders for the periods ended as indicated below (in millions):
Twelve Months Ended
June 3, 2023
AmericasInternational & SpecialtyRetailTotal
Orders, as reported$1,901.3 $944.0 $989.0 $3,834.3 
% change from PY(9.1)%(4.1)%(10.7)%(8.3)%
Adjustments
Acquisition(80.3)(57.5)(32.3)(170.1)
Currency translation effects (1)
3.9 39.8 25.2 68.9 
Impact of extra week in FY23(24.0)(10.3)(12.4)(46.7)
Orders, organic$1,800.9 $916.0 $969.5 $3,686.4 
% change from PY(13.4)%(7.0)%(11.8)%(11.5)%
Twelve Months Ended
May 28, 2022
AmericasInternational & SpecialtyRetailTotal
Orders, as reported$2,091.5 $984.7 $1,107.3 $4,183.5 
Adjustments
Divestitures(11.4)— (8.5)(19.9)
Orders, organic$2,080.1 $984.7 $1,098.8 $4,163.6 
(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:
May 29, 2021May 30, 2020
Earning (Loss) per Share - Diluted$2.92 $(0.15)
Less: Gain on consolidation of equity method investments— (0.63)
Less: Gain on legal settlement, after tax(0.06)— 
Add: Special charges, after tax0.02 0.15 
Add: Impairment charges, after tax— 2.90 
Add: Acquisition and integration charges, after tax0.15 — 
Add: Restructuring expenses, after tax0.02 0.34 
Adjusted Earnings per Share - Diluted$3.05 $2.61 
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted59,389,598 58,920,653 
Note: The adjustments above are net of tax. For the twelve months ended May 29, 2021 and May 30, 2020, the tax impact of the adjustments were $0.01 and $0.62, respectively.

Twelve Months Ended
June 3, 2023May 28, 2022
(Loss) Earnings per Share - Diluted$0.55 $(0.37)
Add: Amortization of purchased intangibles0.33 0.87 
Add: Acquisition and integration charges0.24 1.71 
Add: Restructuring charges0.45 — 
Add: Impairment charges0.76 — 
Add: Special charges— (0.01)
Add: Debt extinguishment— 0.18 
Less: Gain on sale of dealer— (0.03)
Tax impact on adjustments(0.48)(0.43)
Adjusted earnings per share - diluted$1.85 $1.92 
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted76,024,368 73,160,212 

Herman Miller, Inc. and Subsidiaries3029


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 2021Fiscal 2020% Change
Net sales$2,465.1 $2,486.6 (0.9)%
Cost of sales1,515.9 1,575.9 (3.8)%
Gross margin949.2 910.7 4.2 %
Operating expenses718.6 949.1 (24.3)%
Operating earnings (loss)230.6 (38.4)n/a
Gain on consolidation of equity method investments— 36.2 n/a
Other expenses, net4.2 11.2 (62.5)%
Earnings (loss) before income taxes and equity income226.4 (13.4)n/a
Income tax expense47.9 6.0 n/a
Equity income from nonconsolidated affiliates, net of tax0.3 5.0 (94.0)%
Net earnings (loss)178.8 (14.4)n/a
Net earnings (loss) attributable to redeemable noncontrolling interests5.7 (5.3)n/a
Net earnings (loss) attributable to Herman Miller, Inc.$173.1 $(9.1)n/a

(Dollars in millions)Fiscal 2023Fiscal 2022% Change
Net sales$4,087.1 $3,946.0 3.6 %
Cost of sales2,657.1 2,593.3 2.5 %
Gross margin1,430.0 1,352.7 5.7 %
Operating expenses1,307.7 1,312.9 (0.4)%
Operating earnings122.3 39.8 207.3 %
Other expenses, net70.9 48.4 46.5 %
Earnings (loss) before income taxes and equity income51.4 (8.6)697.7 %
Income tax expense4.5 11.1 (59.5)%
Equity (loss) from nonconsolidated affiliates, net of tax(0.8)— — %
Net earnings (loss)46.1 (19.7)334.0 %
Net earnings attributable to redeemable noncontrolling interests4.0 7.4 (45.9)
Net earnings (loss) attributable to MillerKnoll, Inc.$42.1 $(27.1)255.4 %
The following table presents, for the periods indicated, the components of the Company's Consolidated Statements of Comprehensive Income as a percentage of netNet sales:
Fiscal 2021Fiscal 2020
Net sales100.0 %100.0 %
Cost of sales61.5 63.4 
Gross margin38.5 36.6 
Operating expenses29.2 38.2 
Operating (loss) earnings9.4 (1.5)
Gain on consolidation of equity method investments— 1.5 
Other expenses, net0.2 0.5 
Earnings (loss) before income taxes and equity income9.2 (0.5)
Income tax expense1.9 0.2 
Equity income from nonconsolidated affiliates, net of tax— 0.2 
Net earnings (loss)7.3 (0.6)
Net earnings (loss) attributable to redeemable noncontrolling interests0.2 (0.2)
Net earnings (loss) attributable to Herman Miller, Inc.7.0 (0.4)

Fiscal 2023Fiscal 2022
Net sales100.0 %100.0 %
Cost of sales65.0 %65.7 %
Gross margin35.0 %34.3 %
Operating expenses32.0 %33.3 %
Operating earnings3.0 %1.0 %
Other expenses, net1.7 %1.2 %
Earnings (loss) before income taxes and equity income1.3 %(0.2)%
Income tax expense0.1 %0.3 %
Equity income from nonconsolidated affiliates, net of tax— %— %
Net earnings (loss)1.1 %(0.5)%
Net earnings attributable to redeemable noncontrolling interests0.1 %0.2 %
Net earnings (loss) attributable to MillerKnoll, Inc.1.0 %(0.7)%
312021 Annual Report30


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.
mlhr-20210529_g23.jpg207
Net sales decreased $21.5increased $141 million or 0.9%3.6% compared to the prior year fiscal period. The following items primarily contributed to the change:

Incremental price increases, net of price discounting drove an increase in net sales of approximately $246 million.
Increase of $161 million due to the Knoll acquisition that was completed on July 19, 2021 of the prior year, net of a decrease in sales related to the divestiture of an owned dealership in the prior year and a decrease related to the closure of Fully of $8 million.
The additional week during the first quarter of the current year contributed approximately $53 million of the Net sales increase.
Increased sales volumes within the RetailInternational Contract & Specialty segment contributed to sales growth in the year by approximately $43 million. The International Contract & Specialty segment's growth was driven, in part, by a strong backlog of approximately $201 million andorders in the International segmentfirst half of approximately $65 million.
Increase of approximately $98 million due to the acquisitions of HAY and naughtone.
Incremental list price increases, net of contract price discounting, of approximately $17 million.year.
Foreign currency translation had a favorable impact on netdecreased Net sales ofby approximately $22$76 million.
Decreased sales volumesvolume within the North America segment ofGlobal Retail and Americas segments also offset these increases by approximately $425$79 million primarily due to the impact of the COVID-19 pandemic.

and $199 million, respectively.
Gross Margin
Gross margin was 38.5%35.0% for fiscal 20212023 as compared to 36.6%34.3% for fiscal 2020.2022. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:

The positive impact of price increases, net of incremental discount, contributed to margin improvement by approximately 360 basis points.
AThe impact of amortization of purchased intangibles related to the Knoll acquisition recorded in the prior year that did not occur in the current period had a favorable shift in channel mix increasedimpact on gross margin of approximately 30 basis points.
Cost pressures from commodities, storage and handling costs, freight, and product distribution costs decreased gross margin by approximately 190 basis points. These costs offset savings from the realization of incremental synergies associated with the Knoll acquisition as compared to the same period in the prior year.
Increased labor costs as well as loss of labor and overhead leverage due to reduced production volumes had a negative impact on margin as compared to the same period in the prior year of approximately 80 basis points.
ProductUnfavorable channel and product mix, material performance and ongoing profitability improvement efforts increasedas well as charges related to the recording of obsolete inventory along with the closure of the Fully business contributed to the remaining decrease in gross margin by approximately 140 basis points.
Incremental list price increases, net of contract price discounting, increased gross margin by approximately 40 basis points.
Lower overhead leverage decreased gross margin by approximately 70 basis points.



margin.
Herman Miller, Inc. and Subsidiaries3231


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.

mlhr-20210529_g24.jpg224
Operating expenses decreased by $230.5$5 million or 24.3%0.4% compared to the prior year fiscal period. The following factors contributed to the change:

Knoll deal and integration related costs and amortization expense decreased $132 million from the prior year period;
The acquisition of HAYCompensation and naughtone increased Operating expenses bybenefit costs decreased approximately $23 million and charges related to the Knoll acquisition increased current year Operating expenses by approximately $11 million.
IT costs increased approximately $4$14 million, driven primarily by increased investments withina decrease in variable-based compensation, decreases in discretionary employee benefits, and realization of synergies associated with the Company's digital and eCommerce platforms.Knoll acquisition;
Non-cash chargesFavorable foreign currency translation of $205approximately $11 million in the prior year for the impairment of goodwill, intangible assets and right of use assetsprimarily related to Design Within Reach, Maharam, HAYthe International and naughtone.Specialty segment. These factors were offset in part by;
Restructuring expenses decreased by approximately $24 million, primarilycharges related to voluntary and involuntary reductions in the Company's North Americanworkforce, charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand and International workforces that were substantially completedcharges related to the impairment of the Knoll trade name contributed to an increase in Operating expenses of approximately $75 million;
The consolidation of Knoll results for the entirety of the first quarter of fiscal 2023, which increased Operating expenses by $50 million;
The impact of an extra week in the first quarter of fiscal 2023, which increased Operating expenses by approximately $13 million;
Studio costs, which increased by approximately $10 million, related to the expansion of physical store locations within the Global Retail segment; and
Warranty costs, which increased by approximately $8 million in the year driven primarily by a favorable adjustment to the general accrual in the prior year.
Lower marketingyear that did not re-occur in the current period and sellingincreased warranty expenses of approximately $16 million primarilyin the current year within the North America Contract segment due to lower sales volume.Americas segment.
Travel costs were approximately $14 million lower due to decreased travel as a result of COVID-19.32


Lower warranty expense of approximately $9 million. Decreased warranty costs were due to lower sales volumes and claims experience within the North America Contract segment.

Other Income/Expense
Net other expenses for fiscal 2021 was $4.22023 were $70.9 million compared to $11.2$48.4 million in fiscal 2020. The change was primarily2022. Other income/expense in the resulttwelve months ended May 28, 2022 included a loss on extinguishment of favorable legal settlementsdebt of approximately $4.3$13.4 million in fiscal 2021.

which represented the premium on early debt redemption. This was offset by increased Interest expense of $36.2 million as compared to the same period of the prior year, driven by higher levels of debt and increased interest rates as compared to the same period of the prior year.
Income Taxes
See Note 11 of the Consolidated Financial Statements for additional information.

33                                         2021 Annual Report33


Operating Segments Results
The business is comprised of various operating segments as defined by generally accepted accounting principles in the United States.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. The segments identified by the Company include North AmericaAmericas Contract, International Contract Retail& Specialty, and Corporate.Global Retail. 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. Effective as of May 29, 2022, the start of fiscal year 2023, 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. For descriptions of each segment, refer to Note 14 of the Consolidated Financial Statements.

The charts below present the relative mix of Netnet sales and Operatingoperating earnings across each of the Company's segments. This is followed by a discussion of the Company's results, by segment.
mlhr-20210529_g25.jpgmlhr-20210529_g26.jpg11841185

mlhr-20210529_g27.jpgmlhr-20210529_g28.jpg11871188
Herman Miller, Inc. and Subsidiaries                                             34


North AmericaAmericas Contract ("North America"Americas")
(Dollars in millions)Fiscal 2021Fiscal 2020Change
Net sales$1,194.0 $1,598.2 $(404.2)
Gross margin413.4 580.6 (167.2)
Gross margin %34.6 %36.3 %(1.7)%
Operating earnings74.1 130.9 (56.8)
Operating earnings %6.2 %8.2 %(2.0)%

(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$2,026.1 $1,929.1 $97.0 
Gross margin611.2 493.1 118.1 
Gross margin %30.2 %25.6 %4.6 %
Operating earnings (loss)99.6 (24.0)123.6 
Operating earnings %4.9 %(1.2)%6.1 %
Net sales decreased 25.3%increased 5.0%, or 26.1%0.3%(*) on an organic basis, over the prior year due to:

Price increases, net of incremental discounting, of approximately $200 million; and
DecreasedAn increase in sales volumes within the North America segment of approximately $424.5$74 million primarily due to the outbreakKnoll acquisition that was completed on July 19, 2021. The increase represents the impact of COVID-19;consolidating Knoll results for the entirety of the first quarter of fiscal 2023.
An increase of approximately $27 million related to the additional week in the first quarter; offset in part by
Incremental list price increases, net of discounting, of approximately $7.9 million
Approximately $10.6 million due to the acquisition of naughtone; and
The unfavorable impact of foreign currency translation which increaseddecreased sales by approximately $1.8 million.$6 million; and

Decreased sales volume of approximately $199 million, which was driven by the impact of a challenging macro-economic environment compounded by pandemic-driven pent-up demand at the start of the prior year.
Operating earnings decreased $56.8increased $123.6 million or 43.4%, overcompared to the same period of the prior year due to:

DecreasedIncreased gross margin of $167.2$118.1 million due to decreasedthe increase in net sales volumes as well as a decreasediscussed above and an increase in gross margin percentage of 170460 basis points. The decreaseincrease in gross margin percentage was due primarily to:
The impact of incremental list price increases, net of contract price discounting, that increased gross margin percentage by 800 basis points; and
Amortization of purchased intangibles related to lower overhead and labor leveragethe Knoll acquisition recorded in the prior year that did not occur in the current period. These increases were offset in part by lower overhead spend;higher commodity and labor costs that decreased gross margin percentage by 320 basis points.
Realization of incremental synergies realized in fiscal year 2023 associated with the Knoll acquisition. Partially offset byby;
Decrease inDecreased operating expenses of $110.4$5.5 million. This reduction was driven by lower marketingThe following factors contributed to the change:
Lower amortization and sellingdeal and integration charges of $36 million.
A decrease in variable based compensation and benefits of $18 million.
A decrease in technology program costs of approximately $10 million, Partially offset by;
Increased restructuring expenses of approximately $15$23 million lower travel costsrelated to voluntary and involuntary reductions in the Company's workforces.
An increase of approximately $8$20 million lower warranty costsfrom consolidating Knoll results for the entirety of the first quarter of fiscal 2023.
An increase of approximately $9$14 million and lower restructuring expensesrelated to the impairment of $14.9 million.the Knoll Product trade name.
An increase of approximately $6 million related to the additional week in the first quarter of fiscal 2023.
The remaining difference is due to a decrease in marketing spend and costs related to product development, incremental savings realized through synergies associated with the Knoll acquisition, offset in part by increased warranty expense in the current year.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
35


International Contract and Specialty ("International"International & Specialty")
(Dollars in millions)Fiscal 2021Fiscal 2020Change
Net sales$669.0 $502.8 $166.2 
Gross margin238.9 168.5 70.4 
Gross margin %35.7 %33.5 %2.2 %
Operating earnings93.0 18.2 74.8 
Operating earnings %13.9 %3.6 %10.3 %

(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$1,017.3 $928.5 $88.8 
Gross margin424.3 372.6 51.7 
Gross margin %41.7 %40.1 %1.6 %
Operating earnings98.6 69.9 28.7 
Operating earnings %9.7 %7.5 %2.2 %
Net sales increased 33.1%9.6%, or 11.8%7.0%(*) on an organic basis, over the prior year due to:

Approximately $87An increase in sales of $56 million due to the Knoll acquisition that was completed on July 19, 2021. The increase represents the impact of HAYconsolidating Knoll results for the entirety of the first quarter of fiscal 2023; and naughtone
Increased sales volumes within the International segmentvolume of approximately $64.9 million, primarily driven by growth within the Asia-Pacific$43 million; and EMEA regions. These regions benefited from a relatively early recovery to the COVID pandemic
Price increases, net of incremental discounting of $22 million; and associated return to the office.
The positive impact of the additional sales from the additional week in the first quarter of $12 million. Offset in part by;
Unfavorable foreign currency translation, which increasedreduced sales by approximately $19.6 million; offset by
Incremental discounting, net of list price increases, of approximately $5.6$43 million.

Operating earnings increased $74.8$28.7 million, or 411.0%41.1%, compared to the prior year due to:

Increased gross margin of $70.4 million due to the increase in sales explained above, and increased gross margin percentage of 220 basis points due primarily to favorable changes in channel and product mix.; and
Decreased operating expenses of $4.4 million driven primarily by the prior year non-cash charge of $23.2 million for the impairment of intangible assets related to HAY and naughtone. This was offset in part by increased operating expenses related to the acquisition of Hay and naughtone.

352021 Annual Report


Retail
(Dollars in millions)Fiscal 2021Fiscal 2020Change
Net sales$602.1 $385.6 $216.5 
Gross margin296.9 161.6 135.3 
Gross margin %49.3 %41.9 %7.4 %
Operating earnings117.2 (148.3)265.5 
Operating earnings %19.5 %(38.5)%58.0 %

Net sales increased 56.1% as reported and 56.0% on an organic(*) basis, over the prior year due to:

Increased sales volumes of approximately $201.0 million which were driven by increased demand across multiple product categories, with the largest increase relating to workplace furnishings; and
Incremental price increases, net of discounting, of approximately $15.0 million.

Operating earnings increased $265.5 million over the prior year due to:

Increased gross margin of $135.3$51.7 million due to the increase in sales explained above as well as an increased gross margin percentage of 740160 basis points due primarily to changes in channel and product mix andthe leverage of fixed costs on higher sales volume as well as from the impact of incremental price increases; and
Decreased operating expensesamortization of $130.2 million were driven primarily by non-cash chargespurchased intangibles related to the Knoll acquisition recorded in the prior year of 139.0 million related tothat did not occur in the impairment of goodwill, intangible assets and right of use assets held by DWR. This wascurrent period; offset in part by increased investment in digital and eCommerce capabilities, the initial rollout of Herman Miller-branded seating stores, and increased variable selling expenses and incentives.

Corporate
Corporate unallocatedIncreased operating expenses totaled $53.7of $23.0 million for fiscal 2021, an increase of $14.5 million from fiscal 2020. The increase was driven primarily from consolidating Knoll results for the entirety of the first quarter of fiscal 2023, the impact of the additional week in the current period as compared to the prior year, partially offset by $11.0the favorable impact of foreign currency translation of $7.7 million ofand lower amortization and acquisition related deal and integration costs associated with the Knoll acquisition that was finalized subsequentcharges as compared to the closesame period of fiscal 2021.

the prior year.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
36


Global Retail
(Dollars in millions)Fiscal 2023Fiscal 2022Change
Net sales$1,043.7 $1,088.4 $(44.7)
Gross margin394.5 487.0 (92.5)
Gross margin %37.8 %44.7 %(6.9)%
Operating (loss) earnings(15.5)134.5 (150.0)
Operating earnings %(1.5)%12.4 %(13.9)%
Net sales decreased 4.1% as reported and 5.1%(*) on an organic basis, over the prior year due to:
Decreased sales volumes of approximately $79 million which were driven primarily by changes in customer spending trends;
Decreased sales in the Fully business of $8 million year over year due to changing demand patterns for Fully product which led to the closure of Fully in the third quarter of fiscal 2023; and
The unfavorable impact of foreign currency translation, which decreased sales by approximately $27 million. Partially offset by;
An increase in sales of $31 million due to the Knoll acquisition that was completed on July 19, 2021. The increase represents the impact of consolidating Knoll results for the entirety of the first quarter of fiscal 2023;
Incremental price increases, net of discounting, of approximately $24 million; and
The positive impact of additional sales from the extra week in fiscal 2023 of $14 million.
Operating earnings decreased $150.0 million over the prior year due to:
Decreased gross margin of $92.5 million driven by:
Decrease in net sales discussed above as well as decreased gross margin percentage of 690 basis points attributable to the impact of impairment of inventory associated with the decision to cease operating Fully as a stand-alone brand;
The unfavorable impact of higher commodity and inventory storage costs;
Unfavorable changes in product mix, partially offset in part by the favorable impact of pricing; and
Increased operating expenses of $57.5 million driven primarily by:
Consolidating Knoll results for the entirety of the first quarter of fiscal 2023;
Charges for the impairment of assets associated with the decision to cease operating Fully as a stand-alone brand;
The impact of the additional week in the current period as compared to the prior year; and
Increased costs associated with retail studio locations and digital and technology program costs. These expenses were offset in part by reduced costs associated with variable based compensation and the realization of incremental synergies in fiscal year 2023 associated with the Knoll acquisition.
Corporate
Corporate unallocated expenses totaled $60.4 million for fiscal 2023, a decrease of $80.2 million from fiscal 2022. The decrease was driven primarily by a decrease in deal and integration costs related to the Knoll acquisition of $87.5 million.
(*) Non-GAAP measurements; see accompanying reconciliations and explanations.
37


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)20212020
Cash provided by (used in):
Operating activities$332.3 $221.8 
Investing activities$(59.9)$(168.1)
Financing activities$(347.7)$244.0 
Effect of exchange rate changes$17.7 $(2.9)
Net change in cash and cash equivalents$(57.6)$294.8 

Fiscal Year Ended
(In millions)20232022
Cash provided by (used in):
Operating activities$162.9 $(11.9)
Investing activities(76.5)(1,172.4)
Financing activities(86.8)1,039.9 
Effect of exchange rate changes(6.4)(21.7)
Net change in cash and cash equivalents$(6.8)$(166.1)
Cash Flow — Operating Activities
CashThe 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 in fiscal 2021 was $332.3for the twelve months ended June 3, 2023 totaled $162.9 million, as compared to $221.8cash used of $11.9 million in the prior year.twelve months ended May 28, 2022. The increase in cash generated from operationsinflow is due primarily to an increase in earnings of $65.8 million in the current year compared to the prior year was primarily due to:

Prior year net earnings included a non-taxable non-cash gain on consolidation of an equity method investment of $36.2 million as well as a non-cash impactreduction in working capital. Our working capital consists primarily of $205.4receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:
The timing of impairment charges;collection of our receivables;
The timing of of planned promotional events in the Retail segment;
Customer demand trends for in-stock products;
Changes in supply chain lead times; and
Restructuring expensesTiming of $2.7 million compared to $26.4 million in the prior year;spending commitments and
An increase in current assets primarily driven by an increase in accounts receivable payments of $14.8 million in the current year compared to a decrease of $68.6 million in the prior year. The increase in accounts receivable is primarily due to timing and increase in sales at the end of fiscal 2021 compared to fiscal 2020; and
Herman Miller, Inc. and Subsidiaries36


An increase in current liabilities driven by the following:
Increase inour accounts payable, of $43.2 million in the current year compared to a decrease of $59.5 million in the prior year which was a result of timingaccrued expenses, accrued compensation and greater production in fiscal 2021 compared to fiscal 2020 due to manufacturing shut downs in the prior year; and
Increase in accrued liabilities of $15.1 million in the current year compared to a decrease of $32.0 million in the prior year driven by increases in compensation in the current year offset by a decrease in accrued vacation.

related benefits.
Cash Flow — Investing Activities
Cash used in investing activities in fiscal 2021 totaled $59.9for the twelve months ended June 3, 2023 was $76.5 million, as compared to $168.1$1,172.4 million in the prior year.twelve months ended May 28, 2022. The decrease in cash outflow in the current year, compared to the prior year, was primarily a result of the following:

Prior year cash outflows of $111.2 million for the additional investments in naughtone and HAY; and
A decrease in capital expenditures of $9.2 million due to reduced spending asthe acquisition of Knoll, which drove a resultcash outflow, net of COVID-19; and
Proceeds from the salecash acquired, of the Company's manufacturing facility in China and the office facility$1,088.5 million in the United Kingdom inprior year period. Capital expenditures for the current year were $83.3 million as compared to $94.7 million in the prior year. In the twelve months ended June 3, 2023, we were advanced $13.5 million of $14.0 million.

cash against the value of company owned life insurance policies.
At the end of the fiscal 2021,2023, there were outstanding commitments for capital purchases of $46.5$44.8 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 20222024 to be between $140$80 million and $150$100 million, which will be primarily related to investments in the Company's facilities and equipment, alonginvestments to achieve costs synergies related to the Knoll acquisition, and investments associated with achieving the inclusion of Knoll in fiscal year 2022.

Company's sustainability goals.
Cash Flow — Financing Activities
Cash used in financing activities for the twelve months ended June 3, 2023 was $347.7$86.8 million, in fiscal 2021 as compared to cash provided by financing activities of $244.0 million in fiscal 2020. The items below represent the major factors driving the year-over-year increase in cash flow used in financing activities:

During the first quarter of fiscal 2021 the Company paid down the $265.0 million draw on its syndicated revolving line of credit that was taken in the fourth quarter of fiscal 2020. Additionally, in the fourth quarter of fiscal 2021, the Company repaid $50.0 million of private placement notes that were due March 1, 2021; and
Lower employer-benefit related stock issuances in the current year. The Company issued $5.0 million in common stock related to these programs during the current fiscal year compared to $15.6 million in fiscal 2020; offset in part by
Common stock repurchased of $0.9$1,039.9 million in the current year compared to $26.6 million in the prior year; and
twelve months ended May 28, 2022. The prior year purchaseprimary driver of the remaining Herman Miller Consumer Holdings, Inc. redeemable noncontrolling interests for $20.3use of cash in fiscal 2023 was net payments on the revolving credit facility and long term debt of $12.6 million.

In fiscal 2022, the net source of cash related to net borrowings of $1,007.0 million under the credit agreement the Company entered into in connection with the acquisition of Knoll as well as net proceeds from the credit facility and long term debt of $124.9 million.
Sources of Liquidity
In addition to steps taken to protect its workforce and manage business operations, 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, and has temporarily suspendedcapital.
38


The Company maintains an open market share repurchase activity as partprogram under our existing share repurchase authorization and may repurchase shares from time to time based on management’s evaluation of managing cash flows.

market conditions, share price and other factors.
At the end of fiscal 2021,2023, the Company hadhas a well-positioned balance sheet and liquidity profile. In addition to cash flows from operating activities, theThe Company has access to liquidity through credit facilities, cash and cash equivalents and short-term investments. These sources have been summarized below. For additional information, refer to Note 6 to the Consolidated Financial Statements.
(In millions)(In millions)May 29, 2021May 30, 2020(In millions)June 3, 2023May 28, 2022
Cash and cash equivalentsCash and cash equivalents$396.4 $454.0 Cash and cash equivalents$223.5 $230.3 
Marketable securities$7.7 $7.0 
Availability under revolving lines of credit$265.2 $0.6 
Availability under revolving lines of credit(1)
Availability under revolving lines of credit(1)
284.2 296.6 
Total liquidityTotal liquidity$507.7 $526.9 
372021 Annual Report


(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 2021,2023, the Company had $213.7$202.5 million of cash and cash equivalents held outside the United States. In addition, the Company had marketable securities of $7.7 million held by one of its international wholly-owned subsidiaries.

The Company’s syndicated revolving line of credit, which expires on August 28, 2024,matures in July, 2026, provides the Company with up to $500$725 million in revolving variable interest borrowing capacity and includes an "accordion feature" allowingallows the Company to increase,borrow incremental amounts, at its option, and subject to negotiated terms as outlined in the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $250 million.agreement. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, LIBORSOFR or negotiated ratesterms as outlined in the agreement. Interest is payable periodically throughout the period if borrowings are outstanding.

As of May 29, 2021,June 3, 2023, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $225.0$426.7 million with available borrowings against this facility of $265.2$284.2 million.

The subsidiary holding the Company's marketable securities is taxed as a United States taxpayer at the Company's election. Consequently, for tax purposes, all United States tax impacts for this subsidiary have been recorded. The Company intends to repatriate $107.0$169.4 million of undistributed foreign earnings, all of which is held in cash held in certain foreign jurisdictions and as suchjurisdictions. The Company has recorded a $5.8 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiariessubsidiaries. A significant portion of $0.7 million. the $169.4 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 $282.2 million on June 3, 2023.
The Company believes that its financial resources arecash on hand, cash generated from operations, and borrowing capacity will provide adequate liquidity to provide for its operations for at least the next 12 monthsfund near term and will allow it to manage the impact of COVID-19 on the Company'sforeseeable future business operations, forcapital needs, future dividends and share repurchases, subject to financing availability in the foreseeable future. The Company will continue to evaluate its financial position in light of future developments, particularly those relating to COVID-19 and the Knoll acquisition.

marketplace.
Contingencies
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 13 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 June 3, 2023, contained 53 weeks and the fiscal years ended May 28, 2022 and May 29, 2021 May 30, 2020 and June 1, 2019 contained 52 weeks.

The first quarter of fiscal 2023 contained 14 weeks while the first quarter of fiscal year 2022 and 2021 contained 13 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 6 of the Consolidated Financial Statements. Additional information related to operating leases can be found in Note 7 of the Consolidated Financial Statements.
Payments due by fiscal year
(In millions)Total20222023-20242025-2026Thereafter
Short-term borrowings and long-term debt (1)
$277.1 $2.2 $— $225.0 $49.9 
Estimated interest on debt obligations (1)
66.0 9.1 18.2 18.2 20.5 
Operating leases260.8 42.3 81.5 64.9 72.1 
Purchase obligations (2)
70.8 62.9 7.9 — — 
Pension and other post employment benefit plans funding (3)
27.6 2.5 5.1 5.4 14.6 
Stockholder dividends (4)
11.1 11.1 — — — 
Other (5)
15.1 5.2 4.1 1.4 4.4 
Total$728.5  $135.3  $116.8  $314.9  $161.5 
Herman Miller, Inc. and Subsidiaries                                             3839


Payments due by fiscal year
(In millions)Total20242025-20262027-2028Thereafter
Short-term borrowings and long-term debt (1)
$1,414.4 $33.4 $87.5 $709.2 $584.3 
Estimated interest on debt obligations (1)
163.9 38.1 76.2 44.6 5.0 
Operating leases561.8 81.5 171.4 123.9 185.0 
Purchase obligations91.4 74.7 16.7 — — 
Pension and other post employment benefit plans funding (2)
5.2 4.7 0.1 0.1 0.3 
Stockholder dividends (3)
14.5 14.5 — — — 
Other (4)
6.9 0.8 1.4 1.2 3.5 
Total$2,258.1  $247.7  $353.3  $879.0  $778.1 
(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 29, 2021June 3, 2023 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 29, 2021.June 3, 2023. Actual cash outflows may differ significantly due to changes in borrowings or interest rates.
(2) Purchase obligations consist of non-cancelable purchase orders and commitments for goods, services, and capital assets.
(3) 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 29, 2021,June 3, 2023, the total projected benefit obligation for our domestic and international employee pension benefit plans was $141.9$199.8 million.
(4)(3) Represents the dividend payable as of May 29, 2021.June 3, 2023. Future dividend payments are not considered contractual obligations until declared.
(5)(4) Other contractual obligations primarily represent long-term commitments related to deferred and supplemental employee compensation benefits, and other post-employment benefits.

Other Future Obligations
The Company entered into strategic agreements during the fiscal year, including agreements for (i) the acquisition of Knoll’s common stock for $11.00 per share in cash, without interest, and 0.32 shares of Herman Miller common stock for each outstanding share of Knoll common stock and (ii) the acquisition of all of the outstanding shares of Knoll's preferred stock for approximately $253 million in cash in the aggregate. This transaction was finalized subsequent to the end of the fiscal year. The transaction was funded with a combination of new debt, as discussed in Note 19 of the Consolidated Financial Statements, and cash on our balance sheet.

Off-Balance Sheet Arrangements — Guarantees
We provide certain guarantees to third parties under various arrangements in the form of product warranties, loan guarantees, standby letters of credit, lease guarantees, performance bonds and indemnification provisions. These arrangements are accounted for and disclosed in accordance with Accounting Standards Codification (ASC) Topic 460, "Guarantees" as described in Note 13 of the Consolidated Financial Statements.

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. The following is a summary
We believe that of our more significant accounting policies, that requirewhich are described in Note 1 of our consolidated financial statements, the usefollowing 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 judgments in preparingassumptions, especially at the financial statements.

Business Combinationsacquisition 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 value 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 estimates and assumptions, especially with respect to intangible assets. These estimates are reviewed with our advisors and can include, but are not limited to, to:
future expected cash flows related tofrom acquired customer relationships trademarks and know-how/designstrade names,
assumed royalty rates that could be payable if we did not own the trademarks, and require estimation of
discount rates and royalty rates. As such, our
Our estimates of fair value are based upon reasonable assumptions but which 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 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. During 2020,fiscal 2022, management considered the acquisition of HAYKnoll a material acquisition. There were no other material acquisitions during fiscal 20202023 or 2021; however, the acquisition of Knoll, which closed subsequent to year end is a material acquisition.fiscal 2021. See Note 3 to the Consolidated Financial Statements for more information.
40


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 maybemight be possible. We may
392021 Annual Report


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.

To completeWhen the impairmentCompany performs a quantitative assessment, the Company makes estimates about fair value by using a weighting of the income 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 29, 2021June 3, 2023 and May 30, 2020,28, 2022, we had goodwill recorded within the Consolidated Balance Sheets of $364.2$1,221.7 million and $346.0$1,226.2 million, respectively.

We performDuring the third quarter of fiscal year 2023, the Company assessed changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. Although our annual impairment test is performed during the fourth quarter, we perform this qualitative assessment for goodwill and other indefinite-lived intangible assets aseach interim reporting period.
While there was no single determinate event, the consideration in totality of March 31 or more frequently if events or changes in circumstances indicateseveral factors that developed during the asset might be impaired. We may consider qualitative factorsthird quarter of fiscal year 2023 led us to assess ifconclude that it iswas more likely than not that the fair value of the Global Retail reporting unit was below its carrying amount. These factors included: (i) the decision to discontinue stand-alone operations of the Fully brand and (ii) the assessment of our third quarter results, for goodwill iswhich the performance of the Global Retail reporting unit was below management's expectations.
Accordingly, the Company performed an interim quantitative impairment analysis as of March 4, 2023 to determine the fair value of the Global Retail reporting unit as compared to the carrying amount, however, we may also elect to bypass the qualitative assessment and perform a quantitative assessment. Each of the reporting units were reviewed for impairment using a quantitative assessment.value. In performing the quantitative impairment test, for fiscal year 2021, the Company determined that the fair value of itsthe Global Retail reporting unitsunit exceeded the carrying amount and, as such, thesethe reporting units wereunit was not impaired. In fiscal 2020, the Company recorded $125.5 million in goodwill impairment charges related to both the Retail and Maharam reportable segments.

The Company adopteddetermined that the Global Retail reporting unit exceeded its carrying value by 1% and applied ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifyingtherefore has a heightened risk of future impairments if any assumptions, estimates or market factors change in the Test for Goodwill Impairment" usingfuture. In completing the prospective method in fiscal 2020. Refer to Note 1 of the Consolidated Financial Statements for further information regarding the adoption of ASU No. 2017-04.

To estimatequantitative analysis the fair value was estimated using a discount rate of each reporting unit when performing quantitative testing, the Company utilizes a weighting11.0% and long-term growth rate of the income approach and the market method. 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 corroborates the reasonableness of the inputs and outcomes of our discounted cash flow analysis through a market capitalization reconciliation to determine whether the implied control premium is reasonable.

2.5%.
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 Company evaluated the annual goodwillsensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit. Reducing the Global Retail reporting unit's forecasted sales by 5% in all years, and leaving all other assumptions static, would result in an impairment test,of $26.0 million. A decrease in the respective fair values were estimated usingoperating margin of 100 basis points would result in an impairment of $60.0 million. An increase in the discount rates ranging from 12.0% to 14.0% and long-term growth rates ranging from 2.5% to 3.0%.rate of 100 basis points would result in an impairment of $46.0 million.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2023. The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic
Herman Miller, Inc. and Subsidiaries
                                             4041


350): Testing Goodwill for Impairment, as the Company concluded it to be more likely than not that their estimated fair values are greater than their respective carrying values. No goodwill impairment charges were recorded in fiscal 2023, 2022, or 2021.
In instances in which a quantitative assessment is performed, the Company utilizes a weighting of the income approach and the market method to estimate the fair value of each reporting unit. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:
forecasted sales 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
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 29, 2021June 3, 2023 and May 30, 2020, we had28, 2022, the Company held trade name assets with a carrying value of $97.6$480.7 million and $92.8$501.0 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 thatthat 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 fiscal 2020,2023, the Company adjusteddetermined through a qualitative assessment that the Knoll trade name carrying value of allwas more then likely above its tradenamesfair value. As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized $53.3a $19.7 million in non-cash impairment charges on itscharge to the indefinite-lived trade names.name.

In fiscal 2021, the Company performed quantitative assessments in testing indefinite-lived intangible assets for impairment. In performing this quantitative assessment, we estimateestimated the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:
actual and forecasted revenuesales 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.

The assumptions aboveused reflect management’s best estimate; however, actual results could differ from our estimates. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment charge.

In the table below, the Company has summarized the carrying values and fair values of each of the Company’s indefinite-lived trade names:
(In millions)
Trade nameSegmentCarrying ValueFair Value
MaharamNorth America Contract$16.5 $20.2 
DWRRetail31.5 92.8 
HAYInternational Contract43.1 43.8 
naughtoneInternational Contract6.5 10.9 
Total$97.6 $167.7 

In completing our annual indefinite-lived trade name impairment test, fair value of the respective fair values wereKnoll trade name was estimated using a discount rates ranging fromrate of 12.0% to 14.0%, royalty rates ranging fromrate of 2.00% to 3.00% and long-term growth rates ranging fromrate of 2.5% to 3.0%. The Company’s estimates of the fair value of its HAYKnoll indefinite-lived intangible asset is sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions.

Keeping all other assumptions constant, a 10% decrease in forecasted revenue growth ratessales at May 29, 2021June 3, 2023 would have the following effects on the fair valueresulted in $15.3 million of the HAY trade name:
(In millions)
Trade nameSegment10% Decrease
HAYInternational Contract$(4.3)

additional pre-tax impairment charges. Keeping all other assumptions constant, a 100 basis point changeincrease in the discount rate at May 29,2021 would have the following effects on the fair valueresulted in an additional $15.0 million of the HAY trade name:
(In millions)
Trade nameSegment100 bps Increase100 bps Decrease
HAYInternational Contract$(3.9)$4.8 

Keeping all other assumptions constant, a 50 basis point changeimpairment charges. A decrease in the royalty rate at May 29, 2021of 25 basis points would have the following effects on the fair valueresult in an additional $20.0 million of the HAY trade name:
412021 Annual Report


(In millions)
Trade nameSegment50 bps Increase50 bps Decrease
HAYInternational Contract$8.8 $(8.7)

Keeping all other assumptions constant, a 50 basis point change in the long-term growth rate at May 29, 2021 would have the following effects on the fair value of the HAY trade name:
(In millions)
Trade nameSegment50 bps Increase50 bps Decrease
HAYInternational Contract$1.7 $(1.5)

impairment charges.
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 an impairment charge.

Long-lived Assets
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 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 already existing within the Global Retail business. Management identified this decision as a indicator of impairment, and accordingly recorded impairment of certain long-lived assets within the Fully asset group. Impairment charges of long-lived assets within the Fully business were $21.5 million in fiscal 2023 and
42


are recorded within "Impairment charges" within the Consolidated Statements of Comprehensive Income. No other asset groups were identified as having indicators of impairment.
The table below provides information related to the impairment of long-lived assets within the Fully asset group during fiscal 2023.
(In millions)Fully Long-Lived Asset Impairment
Property and equipment$3.8 
Right of use assets6.1 
Definite lived trade name11.6 
Total$21.5 
In fiscal 2022 the Company recorded a non-cash impairment charge of $15.5 million related to the discontinued use of a long-lived asset that was a direct result of integration activities associated with the Knoll acquisition.
The 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 containsincludes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act as amended, that are based on management’s beliefs, assumptions, current expectations, estimates,of 1934. Forward-looking statements relate to future events and projections about the office furniture industry, the economy, and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” "likely,” “plans,” “projects,” "could," and “should,” variationsanticipated results of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation:

the success of our growth strategy, our success in initiatives aimed at achieving long-term profit optimization goals;
statements regarding the acquisition of Knoll, includingoperations, business strategies, the anticipated benefits of theour acquisition of Knoll, the anticipated impact of the Knoll acquisition on the combined company’s business and future financial and operating results, and the expected amount and timing of synergies that might be realized from the Knoll acquisition, 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 the results of operations and financial condition of MillerKnoll or the price of MillerKnoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond MillerKnoll’s control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: general economic conditions; the impact of and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies, and the impact of public health crises, such as pandemics and epidemics; risks related to the additional debt incurred in connection with the Knoll acquisition;
MillerKnoll’s ability to comply with its debt covenants and obligations; the risk that the anticipated benefits of the Knoll acquisition will be more costly to realize than expected; the effect of the announcement of the Knoll acquisition of Knoll on ourthe ability of Herman MillerMillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we doMillerKnoll does business, or on ourMillerKnoll’s operating results and business generally;
risks that the acquisition of Knoll disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction;
the outcome of any legal proceedings related to the acquisition of Knoll;
our ability to successfully integrate Knoll’s operations;
Herman Miller, Inc. and Subsidiaries42


our the ability of MillerKnoll to implement ourits plans, forecasts and other expectations with respect to ourMillerKnoll’s business after the acquisitioncompletion of the Knoll acquisition and realize expected synergies;
business disruptionsdisruption following the acquisition of Knoll;
the ability to realize the anticipated benefits of the acquisition of Knoll including the possibility that the expected benefits from the transaction will not be realized within the expected time period;
the amount of the costs, fees, expenses and charges related to the merger agreement, the preferred stock purchase agreement, and the transactions contemplated by each agreement;
unknown liabilities;
the impact of foreign currency exchange rate and interest rate fluctuations on Herman Miller’s or Knoll’s results;
employment and general economic conditions;
the pace of economic recovery in the U.S. and in our International markets;
the increase in white-collar employment, the willingness of customers to undertake capital expenditures;
the types of products purchased by customers, competitive-pricing pressures,acquisition; the availability and pricing of raw materials;
our reliance on a limited number of suppliers;
our ability to expand globally given the risks associated with regulatory and legal compliance challenges and accompanying currency fluctuations, changes in future tax legislation or interpretation of current tax legislation;
the ability to increase prices to absorb the additional costs of raw materials;
changes in global tariff regulations;
the financial strength of our and Knoll’s dealers and the financial strength of our and Knoll’s customers;
our ability to locate new retail studios, negotiate favorable lease terms for new and existing locations and implement our studio portfolio transformation;
our ability to attract and retain key executives and other qualified employees;
our ability to continue to make product innovations;
the success of newly-introduced products, our ability to serve all of our markets;
possible acquisitions, divestitures or alliances;
our ability to integrate and benefit from acquisitions and investments;
products; the pace and level of government procurement;
and the outcome of pending litigation or governmental audits or investigations;
political riskinvestigations. For additional information about other factors that could cause actual results to differ materially from those described in the markets we serve;
natural disasters, public health crises, disease outbreaks;forward-looking statements, please refer to MillerKnoll’s periodic reports and
other risks identified in our filings with the SEC.

Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller, Inc. undertakes noSEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update amendany forward-looking statements to reflect subsequent events or clarify forward-looking statements.

circumstances, except as required by law.
432021 Annual Report43


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.

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 increaseddecreased the Company's costs by approximately $0.9$3.5 million during fiscal 20212023 compared to the prior year.year primarily due to increased plastic costs offset by decreased steel costs. The impact from changes in commodity prices loweredincreased the Company's costs by approximately $4$55.3 million during fiscal 20202022 as compared to fiscal 2019.2021. 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.

Shortages and disruption in the steel industry as a result of the COVID-19 pandemic negatively impacted the availability of steel. While this reduction in availability has not had a significant impact on our ability to produce and deliver products to our customers, it has negatively impacted the cost of procuring steel. Significant increases in 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. In the short term, our gross margin couldhas been and is expected to be negatively impacted by significant increases in these costs. Our profitability could be negatively impacted in the long term if we are not able to pass along these 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 effectedaffected 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 Chinese renminbi.the Danish krone. As of May 29, 2021,June 3, 2023, the Company had outstanding sixteen35 forward currency instruments designed to offset either net asset or net liability exposure that is denominated in non-functional currencies.
Herman Miller, Inc. and Subsidiaries                                             44


(In millions, except number of forward contracts)
Net Asset Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD758.8 
EUR344.3 
NOK110.0 
SEK117.5 
GBP12.0 
Net Liability Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD23.1 
CAD11.9 

(In millions, except number of forward contracts)
Net Asset Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD674.2 
DKK311.1 
EUR359.3 
GBP36.5 
KWN12,599.6 
SEK221.8 
NOK111.9 
CNY119.5 
JPY1403.5 
ZAR120.4 
Net Liability Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD625.4 
GBP21.0 
AUD15.5 
CAD112.9 
HKD1222.6 
CNH2194.3 
As of May 30, 2020,28, 2022, the Company had outstanding, twenty22 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
CurrencyNumber of Forward ContractsNet Exposure
USD741.6 
EUR218.2 
ZAR13.7 
NOK17.7 
SEK110.5 
GBP11.4 
Net Liability Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD47.4 
EUR11.3 
CAD13.1 
AED13.9 

(In millions, except number of forward contracts)
Net Asset Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD639.2 
EUR366.6 
NOK114.0 
SEK123.4 
GBP11.7 
ZAR119.4 
Net Liability Exposure
CurrencyNumber of Forward ContractsNet Exposure
USD614.9 
CAD215.9 
GBP141.5 
The cost of the foreign currency hedges and remeasuring all foreign currency transactions into the appropriate functional currency resulted in a net gain of $0.8$4.8 million in fiscal 2021 in contrast2023 compared to net lossgain of $1.1$3.3 million in fiscal 20202022 included in net earnings. These amounts are included in “OtherOther (income) expense, net”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 increaseddecreased the accumulated comprehensive loss component of total stockholders' equity by $52.1$20.1 million compared to aan decrease of $7.7$90.0 million as of the end of fiscal 20212023 and 2020,2022, respectively.
45


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 agreement wasagreements 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.
452021 Annual Report


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 the Company’sits revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 1.949 percent1.949% 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 1.910% modified fixed interest rate.

In June 2017, the Company entered into an additionala 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 Company’sinterest 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 percent2.387% 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 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 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 February 2023, the Company entered into a fourth interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of March 3, 2023 and a termination date of January 3, 2029. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Spread Adjusted Term SOFR floating interest rate plus applicable margin to 3.950% fixed interest rate and adjustment % plus applicable margin as of the forward start date. "Spread Adjusted Term SOFR" means Term SOFR plus an adjustment % that varies with tenor. The Company typically selects a one month tenor and that is calculated as the one month Term SOFR rate plus 0.11448%.
The fair market value of the effective interest rate swap instruments was a net liabilityasset of $14.4$56.9 million at June 3, 2023 compared to a net asset of $31.9 million at May 29, 2021 compared to $25.0 million at May 30, 2020.28, 2022. All cash flows related to the Company's interest rate swap instruments are denominated in U.S. dollars.Dollars. For further information, refer to Note 6 and Note 12 of the Consolidated Financial Statements.
Expected cash outflows (notional amounts) over the next five years and thereafter related to debt instruments are as follows.
(In millions)20222023202420252026Thereafter
Total(1)
Long-Term Debt - Fixed rate:      
Interest rate 4.95%$— $— $— $— $— $49.9 $49.9 
Interest rate 1.949%(2)
$—  $—  $—  $150.0  $—  $—  $150.0 
Interest rate 2.387%(2)
$—  $—  $—  $75.0  $—  $—  $75.0 
46


(In millions)20242025202620272028Thereafter
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 hasand 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 $75.0$150.0 million will be fixed at 1.949%1.65%, 1.91%, 2.348% and 2.387%3.95%, respectively.
Herman Miller, Inc. and Subsidiaries4647


Item 8 Financial Statements and Supplementary Data
Herman Miller,MillerKnoll, Inc.
Consolidated Statements of Comprehensive Income
Year Ended
(In millions, except per share data)May 29, 2021May 30, 2020June 1, 2019
Net sales$2,465.1  $2,486.6  $2,567.2 
Cost of sales1,515.9  1,575.9  1,637.3 
Gross margin949.2  910.7  929.9 
Operating expenses:
Selling, general and administrative643.8  643.3  639.3 
Impairment charges205.4 
Restructuring expenses2.7  26.4  10.2 
Design and research72.1  74.0  76.9 
Total operating expenses718.6  949.1  726.4 
Operating earnings (loss)230.6 (38.4)203.5 
Gain on consolidation of equity method investments36.2 
Interest expense13.9 12.5 12.1 
Interest and other investment income(2.1)(2.3)(2.1)
Other (income) expense, net(7.6)1.0 (1.6)
Earnings (loss) before income taxes and equity income226.4 (13.4)195.1 
Income tax expense47.9  6.0  39.6 
Equity earnings from nonconsolidated affiliates, net of tax0.3 5.0 5.0 
Net earnings (loss)178.8  (14.4) 160.5 
Net earnings (loss) attributable to redeemable noncontrolling interests5.7 (5.3)
Net earnings (loss) attributable to Herman Miller, Inc.$173.1 $(9.1)$160.5 
 
Earnings (loss) per share — basic$2.94  $(0.15) $2.72 
Earnings (loss) per share — diluted$2.92  $(0.15) $2.70 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments$52.1 $(7.7)$(14.2)
Pension and post-retirement liability adjustments8.8 (14.2)(7.8)
Unrealized gains (losses) on interest rate swap agreement8.1 (18.0)(12.3)
Unrealized holding (losses) gains on securities(0.1)0.1 
Total other comprehensive income (loss), net of tax68.9 (39.8)(34.3)
Comprehensive income (loss)247.7 (54.2)126.2 
Comprehensive income (loss) attributable to redeemable noncontrolling interests5.7 (5.3)
Comprehensive income (loss) attributable to Herman Miller, Inc.$242.0 $(48.9)$126.2 

Year Ended
(In millions, except per share data)June 3, 2023May 28, 2022May 29, 2021
Net sales$4,087.1  $3,946.0  $2,465.1 
Cost of sales2,657.1  2,593.3  1,514.0 
Gross margin1,430.0  1,352.7  951.1 
Operating expenses:
Selling, general and administrative1,126.4  1,204.2  643.8 
Impairment charges41.2 — — 
Restructuring expenses34.4  —  2.7 
Design and research105.7  108.7  72.1 
Total operating expenses1,307.7  1,312.9  718.6 
Operating earnings122.3 39.8 232.5 
Interest expense74.0 37.8 13.9 
Interest and other investment income2.8 1.6 2.1 
Other (income) expense, net(0.3)12.2 (7.6)
Earnings (loss) before income taxes and equity income51.4 (8.6)228.3 
Income tax expense4.5  11.1  48.3 
Equity (loss) earnings from nonconsolidated affiliates, net of tax(0.8)— 0.3 
Net earnings (loss)46.1  (19.7)180.3 
Net earnings attributable to redeemable noncontrolling interests4.0 7.4 5.7 
Net earnings (loss) attributable to MillerKnoll, Inc.$42.1 $(27.1)$174.6 
 
Earnings (loss) per share - basic$0.56  $(0.37) $2.96 
Earnings (loss) per share - diluted0.55  (0.37) 2.94 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments(20.1)(90.0)52.1 
Pension and post-retirement liability adjustments13.1 13.5 8.8 
Unrealized gains on interest rate swap agreement19.0 34.5 8.1 
Unrealized holding (losses) gains on securities— — (0.1)
Other comprehensive income (loss), net of tax12.0 (42.0)68.9 
Comprehensive income (loss)58.1 (61.7)249.2 
Comprehensive income attributable to redeemable noncontrolling interests4.0 4.4 5.7 
Comprehensive income (loss) attributable to MillerKnoll, Inc.$54.1 $(66.1)$243.5 
472021 Annual Report


Herman Miller, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data)May 29, 2021May 30, 2020
ASSETS 
Current Assets:
Cash and cash equivalents$396.4 $454.0 
Short-term investments7.7 7.0 
Accounts receivable, net of allowances of $5.5 and $4.7204.7 180.0 
Unbilled accounts receivable16.4 19.5 
Inventories, net213.6 197.3 
Prepaid expenses45.1 43.3 
Other current assets7.6 16.0 
Total current assets891.5 917.1 
Property and equipment, net of accumulated depreciation of $832.5 and $780.5327.2 330.8 
Right of use assets214.7 193.9 
Goodwill364.2 346.0 
Indefinite-lived intangibles97.6 92.8 
Other amortizable intangibles, net of accumulated amortization of $68.6 and $62.7105.2 112.4 
Other noncurrent assets61.5 60.9 
Total Assets$2,061.9 $2,053.9 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable$178.4 $128.8 
Short-term borrowings and current portion of long-term debt2.2 51.4 
Accrued compensation and benefits90.2 71.1 
Accrued warranty14.5 16.1 
Customer deposits43.1 39.8 
Other accrued liabilities172.4 163.0 
Total current liabilities500.8 470.2 
Long-term debt274.9 539.9 
Pension and post-retirement benefits34.5 42.4 
Lease liabilities196.9 178.8 
Other liabilities128.2 129.2 
Total Liabilities1,135.3 1,360.5 
Redeemable noncontrolling interests77.0 50.4 
Stockholders' Equity:
Preferred stock, no par value (10,000,000 shares authorized, 0ne issued)
Common stock, $0.20 par value (240,000,000 shares authorized, 59,029,165 and 58,793,275 shares issued and outstanding in 2021 and 2020, respectively)11.8 11.8 
Additional paid-in capital94.7 81.6 
Retained earnings808.4 683.9 
Accumulated other comprehensive loss(65.1)(134.0)
Deferred compensation plan(0.2)(0.3)
Herman Miller, Inc. Stockholders' Equity849.6 643.0 
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity$2,061.9  $2,053.9 
Herman Miller, Inc. and Subsidiaries                                             48


Herman Miller,MillerKnoll, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data)June 3, 2023May 28, 2022
ASSETS 
Current Assets:
Cash and cash equivalents$223.5 $230.3 
Accounts receivable, net of allowances of $6.4 and $9.7334.1 348.9 
Unbilled accounts receivable29.4 32.0 
Inventories, net487.4 587.3 
Prepaid expenses92.7 112.1 
Other current assets9.1 7.3 
Total current assets1,176.2 1,317.9 
Property and equipment, net of accumulated depreciation of $1,034.4 and $928.2536.3 581.5 
Right of use assets415.9 425.8 
Goodwill1,221.7 1,226.2 
Indefinite-lived intangibles480.7 501.0 
Other amortizable intangibles, net of accumulated amortization of $185.2 and $134.7313.1 362.4 
Other noncurrent assets130.9 99.2 
Total Assets$4,274.8 $4,514.0 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable$269.5 $355.1 
Short-term borrowings and current portion of long-term debt33.4 29.3 
Accrued compensation and benefits61.7 128.6 
Short-term lease liability77.1 79.9 
Accrued warranty20.8 18.8 
Customer deposits93.8 125.3 
Other accrued liabilities146.5 140.4 
Total current liabilities702.8 877.4 
Long-term debt1,365.1 1,379.2 
Pension and post-retirement benefits7.5 25.0 
Lease liabilities393.7 398.2 
Other liabilities265.5 300.2 
Total Liabilities2,734.6 2,980.0 
Redeemable noncontrolling interests107.6 106.9 
Stockholders' Equity:
Preferred stock, no par value (10,000,000 shares authorized, none issued)— — 
Common stock, $0.20 par value (240,000,000 shares authorized, 75,698,670 and 75,824,241 shares issued and outstanding in 2023 and 2022, respectively)15.1 15.2 
Additional paid-in capital836.5 825.7 
Retained earnings676.1 693.3 
Accumulated other comprehensive loss(95.1)(107.1)
Total Stockholders' Equity1,432.6 1,427.1 
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity$4,274.8  $4,514.0 
49


MillerKnoll, Inc.
Consolidated Statements of Stockholders' Equity
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Deferred Compensation PlanHerman Miller, Inc. Stockholders' EquityNoncontrolling InterestsTotal Stockholders' EquityCommon StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss) IncomeDeferred Compensation PlanMillerKnoll, Inc. Stockholders' Equity
(In millions, except share and per share data)(In millions, except share and per share data)SharesAmount(In millions, except share and per share data)SharesAmount
June 2, 201859,230,974$11.7$116.6$598.3$(61.3)$(0.7)$664.6$0.2$664.8
Net earnings160.5160.5160.5
Other comprehensive loss, net of tax(34.3)(34.3)(34.3)
Stock-based compensation expense8.48.4(0.2)8.2
Exercise of stock options347,2480.110.010.110.1
Restricted and performance stock units released468,8070.10.20.30.3
Employee stock purchase plan issuances62,9571.91.91.9
Repurchase and retirement of common stock(1,326,023)(0.2)(47.6)(47.8)(47.8)
Directors' fees10,1850.30.30.3
Deferred compensation plan(0.1)(0.1)(0.1)
Dividends declared ($0.79 per share)(46.6)(46.6)(46.6)
Cumulative effect of accounting changes0.51.41.91.9
June 1, 201958,794,148$11.7$89.8$712.7$(94.2)$(0.8)$719.2$0$719.2
Net loss(9.1)(9.1)(9.1)
Other comprehensive loss(39.8)(39.8)(39.8)
Stock-based compensation expense2.72.72.7
Exercise of stock options423,8150.213.313.513.5
Restricted and performance stock units released138,5900.20.20.2
Employee stock purchase plan issuances70,1452.12.12.1
Repurchase and retirement of common stock(641,192)(0.1)(26.5)(26.6)(26.6)
Directors' fees7,7690.30.30.3
Deferred compensation plan(0.3)0.50.20.2
Dividends declared ($0.63 per share)(37.5)(37.5)(37.5)
Redemption value adjustment17.817.817.8
May 30, 2020May 30, 202058,793,275$11.8$81.6$683.9$(134.0)$(0.3)$643.0$0$643.0May 30, 202058,793,275 $11.8 $81.6 $693.3 $(134.0)$(0.3)$652.4 
Net earningsNet earnings173.1173.1173.1Net earnings— — — 174.6 — — 174.6 
Other comprehensive income68.968.968.9
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 68.9 — 68.9 
Stock-based compensation expenseStock-based compensation expense9.09.09.0Stock-based compensation expense— — 9.0 — — — 9.0 
Exercise of stock optionsExercise of stock options86,23802.62.62.6Exercise of stock options86,238 — 2.6 — — — 2.6 
Restricted and performance stock units releasedRestricted and performance stock units released114,1030.20.20.2Restricted and performance stock units released114,103 — 0.2 — — — 0.2 
Employee stock purchase plan issuancesEmployee stock purchase plan issuances71,4682.12.12.1Employee stock purchase plan issuances71,468 — 2.1 — — — 2.1 
Repurchase and retirement of common stockRepurchase and retirement of common stock(38,932)0(0.9)(0.9)(0.9)Repurchase and retirement of common stock(38,932)— (0.9)— — — (0.9)
Directors' feesDirectors' fees3,0130.10.10.1Directors' fees3,013 — 0.1 — — — 0.1 
Deferred compensation planDeferred compensation plan00.10.10.1Deferred compensation plan— — — — — 0.1 0.1 
Dividends declared ($0.56 per share)Dividends declared ($0.56 per share)(33.4)(33.4)(33.4)Dividends declared ($0.56 per share)— — — (33.4)— — (33.4)
Redemption value adjustmentRedemption value adjustment(15.0)(15.0)(15.0)Redemption value adjustment— — — (15.0)— — (15.0)
OtherOther(0.2)(0.2)(0.2)Other— — — (0.2)— — (0.2)
May 29, 2021May 29, 202159,029,165$11.8$94.7808.4$(65.1)$(0.2)$849.60$849.6May 29, 202159,029,165 $11.8 $94.7 $819.3 $(65.1)$(0.2)$860.5 
Net lossNet loss— — — (27.1)— — (27.1)
Other comprehensive loss, net of taxOther comprehensive loss, net of tax— — — — (42.0)— (42.0)
Stock-based compensation expenseStock-based compensation expense— — 31.4 — — — 31.4 
Restricted stock issuanceRestricted stock issuance611,452 0.1 (0.1)— — — — 
Exercise of stock optionsExercise of stock options116,178 0.1 3.3 — — — 3.4 
Restricted and performance stock units releasedRestricted and performance stock units released503,687 0.1 (0.1)— — — — 
Employee stock purchase plan issuancesEmployee stock purchase plan issuances87,562 — 2.8 — — — 2.8 
Repurchase and retirement of common stockRepurchase and retirement of common stock(390,979)(0.1)(16.1)— — — (16.2)
Directors' fees direct issuanceDirectors' fees direct issuance23,255 — 0.9 — — — 0.9 
Director's fees deferred restricted stock unitsDirector's fees deferred restricted stock units— — 0.6 — — — 0.6 
Deferred compensation planDeferred compensation plan— — — — — 0.2 0.2 
Shares issued for the Acquisition of KnollShares issued for the Acquisition of Knoll15,843,921 3.2 685.1 — — — 688.3 
Pre-combination expense from Knoll rolloverPre-combination expense from Knoll rollover— — 22.4 — — — 22.4 
NCI AdjustmentNCI Adjustment— — 0.5 — — — 0.5 
NCI ValuationNCI Valuation— — — (41.6)— — (41.6)
Restricted stock units dividend reinvestmentRestricted stock units dividend reinvestment— — 0.3 (0.3)— — — 
Dividends declared ($0.75 per share)Dividends declared ($0.75 per share)— — — (57.0)— — (57.0)
May 28, 2022May 28, 202275,824,241 $15.2 $825.7 $693.3 $(107.1)$— $1,427.1 
Net earningsNet earnings— — — 42.1 — — 42.1 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 12.0 — 12.0 
Stock-based compensation expenseStock-based compensation expense(39,839)— 20.2 — — — 20.2 
Exercise of stock optionsExercise of stock options49,482 — 1.0 — — — 1.0 
Restricted and performance stock units releasedRestricted and performance stock units released226,657 — 0.4 — — — 0.4 
Employee stock purchase plan issuancesEmployee stock purchase plan issuances185,551 — 3.1 — — — 3.1 
Repurchase and retirement of common stockRepurchase and retirement of common stock(575,207)(0.1)(15.9)— — — (16.0)
Deferred stock unitDeferred stock unit— — 0.6 — — — 0.6 
Director's feesDirector's fees27,785 — 0.6 — — — 0.6 
NCI ValuationNCI Valuation— — — (1.9)— — (1.9)
Dividends declared ($0.75 per share)Dividends declared ($0.75 per share)— — — (57.2)— — (57.2)
OtherOther— — 0.8 (0.2)— — 0.6 
June 3, 2023June 3, 202375,698,670 $15.1 $836.5 $676.1 $(95.1)$— $1,432.6 
492021 Annual Report50


Herman Miller,MillerKnoll, Inc.
Consolidated Statements of Cash Flows
Year EndedYear Ended
(In millions)(In millions)May 29, 2021May 30, 2020June 1, 2019(In millions)June 3, 2023May 28, 2022May 29, 2021
Cash Flows from Operating Activities:Cash Flows from Operating Activities: Cash Flows from Operating Activities: 
Net earnings (loss)Net earnings (loss)$178.8$(14.4)$160.5Net earnings (loss)$46.1 $(19.7)$180.3 
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation expenseDepreciation expense72.068.1 65.9Depreciation expense115.3 112.0  72.0 
Amortization expenseAmortization expense15.211.46.2Amortization expense39.8 78.6 15.2 
Earnings from nonconsolidated affiliates net of dividends received(0.4)(4.8)(2.1)
Investment fair value adjustment00(2.1)
Gain on consolidation of equity method investments0(36.2)0
Loss (gain) on sales of property and dealersLoss (gain) on sales of property and dealers— (1.0)— 
Deferred taxesDeferred taxes6.7(25.2)0.8Deferred taxes(45.3)(21.7)7.1 
Pension contributionsPension contributions(5.4)(0.9)(0.9)Pension contributions(11.7)(5.0)(5.4)
Pension and post-retirement expenses3.01.61.2
Impairment chargesImpairment charges0205.40Impairment charges57.9 15.5 — 
Loss on extinguishment of debtLoss on extinguishment of debt— 13.4 — 
Restructuring expensesRestructuring expenses2.726.410.2Restructuring expenses34.0 — 2.7 
Stock-based compensationStock-based compensation9.02.77.3Stock-based compensation20.2 31.4 9.0 
Amortization of deferred financing costsAmortization of deferred financing costs4.6 4.2 0.4 
Decrease (increase) in long-term assets1.2(4.7)(0.4)
Increase in long-term liabilities16.05.81.6
(Increase) decrease in long-term assets (Increase) decrease in long-term assets(4.7)(1.6)1.2 
(Decrease) increase in long-term liabilities(Decrease) increase in long-term liabilities(1.8)(2.1)16.0 
Changes in current assets and liabilities:Changes in current assets and liabilities:Changes in current assets and liabilities:
Increase (decrease) in accounts receivable & unbilled accounts receivable(14.8)68.6(24.8)
Increase (decrease) in inventories(8.5)6.0(31.9)
Increase in prepaid expenses and other(3.9)(2.2)(0.6)
Increase (decrease) in accounts payable43.2(59.5)0.5
Increase (decrease) in accrued liabilities15.1(32.0)22.7
Decrease (increase) in accounts receivable & unbilled accounts receivableDecrease (increase) in accounts receivable & unbilled accounts receivable15.6 (92.4)(14.8)
Decrease (increase) in inventoriesDecrease (increase) in inventories81.5 (166.4)(10.4)
Decrease (increase) in prepaid expenses and otherDecrease (increase) in prepaid expenses and other19.6 (39.6)(3.9)
(Decrease) increase in accounts payable(Decrease) increase in accounts payable(82.5)51.5 43.2 
(Decrease) increase in accrued liabilities(Decrease) increase in accrued liabilities(124.8)47.2 15.1 
Other, netOther, net2.45.72.3Other, net(0.9)(16.2)4.6 
Net Cash Provided by Operating Activities332.3221.8216.4
Net Cash Provided by (Used in) Operating ActivitiesNet Cash Provided by (Used in) Operating Activities162.9 (11.9)332.3 
Cash Flows from Investing Activities:Cash Flows from Investing Activities:Cash Flows from Investing Activities:
Notes receivable issuedNotes receivable issued(5.1)(1.2)(2.0)
Marketable securities purchasesMarketable securities purchases(5.9)(3.1)(1.9)Marketable securities purchases— — (5.9)
Marketable securities salesMarketable securities sales5.35.01.7Marketable securities sales— 7.7 5.3 
Capital expendituresCapital expenditures(59.8)(69.0)(85.8)Capital expenditures(83.3)(94.7)(59.8)
Proceeds from sales of property and dealersProceeds from sales of property and dealers14.00.20.5Proceeds from sales of property and dealers0.3 2.8 14.0 
Proceeds from life insurance policyProceeds from life insurance policy13.5 — — 
Purchase of HAY licensing agreement00(4.8)
Acquisitions, net of cash receivedAcquisitions, net of cash received0(111.2)0Acquisitions, net of cash received— (1,088.5)— 
Equity investment in non-controlled entities0(3.3)(73.6)
Other, netOther, net(13.5)13.3(1.1)Other, net(1.9)1.5 (11.5)
Net Cash Used in Investing Activities(59.9)(168.1)(165.0)
Net Cash (Used in) Investing ActivitiesNet Cash (Used in) Investing Activities(76.5)(1,172.4)(59.9)
Cash Flows from Financing Activities:Cash Flows from Financing Activities:Cash Flows from Financing Activities:
Borrowings of long-term debt050.00
Proceeds from issuance of debt, net of discountsProceeds from issuance of debt, net of discounts— 1,007.0 — 
Payments of deferred financing costsPayments of deferred financing costs— (9.3)— 
Repayments of long-term debtRepayments of long-term debt(50.0)00Repayments of long-term debt(26.3)(63.1)(50.0)
Proceeds from credit facilityProceeds from credit facility0265.00Proceeds from credit facility929.9 1,026.5 — 
Repayments of credit facilityRepayments of credit facility(265.0)00Repayments of credit facility(916.2)(838.5)(265.0)
Payment of make whole premium on debtPayment of make whole premium on debt— (13.4)— 
Dividends paidDividends paid(34.5)(36.4)(45.6)Dividends paid(57.1)(54.5)(34.5)
Common stock issuedCommon stock issued5.015.612.3Common stock issued5.5 7.5 5.0 
Common stock repurchased and retiredCommon stock repurchased and retired(0.9)(26.6)(47.9)Common stock repurchased and retired(16.0)(16.2)(0.9)
Purchase of redeemable noncontrolling interests0(20.3)(10.1)
Distribution to noncontrolling interestDistribution to noncontrolling interest(4.9)(6.8)— 
Other, netOther, net(2.3)(3.3)(0.6)Other, net(1.7)0.7 (2.3)
Net Cash (Used in) Provided by Financing ActivitiesNet Cash (Used in) Provided by Financing Activities(347.7)244.0(91.9) Net Cash (Used in) Provided by Financing Activities(86.8)1,039.9 (347.7)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents17.7(2.9)(4.2)Effect of exchange rate changes on cash and cash equivalents(6.4)(21.7)17.7 
Net (Decrease) Increase In Cash and Cash Equivalents(57.6)294.8(44.7)
Net (Decrease) In Cash and Cash EquivalentsNet (Decrease) In Cash and Cash Equivalents(6.8)(166.1)(57.6)
Cash and cash equivalents, Beginning of YearCash and cash equivalents, Beginning of Year454.0159.2203.9Cash and cash equivalents, Beginning of Year230.3 396.4 454.0 
Cash and Cash Equivalents, End of YearCash and Cash Equivalents, End of Year$396.4$454.0$159.2Cash and Cash Equivalents, End of Year$223.5 $230.3 $396.4 
Other Cash Flow InformationOther Cash Flow InformationOther Cash Flow Information
Interest paidInterest paid$12.5$11.4$11.5Interest paid$70.6 $28.8 $12.5 
Income taxes paid, net of cash receivedIncome taxes paid, net of cash received$15.8$39.6$41.0Income taxes paid, net of cash received$34.8 $36.9 $15.8 
Herman Miller, Inc. and Subsidiaries5051


Notes to the Consolidated Financial Statements
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Note 18

512021 Annual Report52


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 Herman Miller,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 office furniture dealers, retail studios, the Company's eCommerce platforms, direct-mail catalogs, as well as the following channels: owned contract office furniture dealership, direct customer sales and independent retailers, owned retail studios, direct-mail catalogsretailers.
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® Leather, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maars® Living Walls, 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 Company's eCommerce platforms.

planet.
Fiscal Year
The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended June 3, 2023, contained 53 weeks and the fiscal years ended May 28, 2022 and May 29, 2021 May 30, 2020, and June 1, 2019 contained 52 weeks.

Foreign Currency Translation
The functional currency for most of the foreign subsidiaries is their local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the United States dollar using fiscal year-end exchange rates and translating revenue and expense accounts using average exchange rates for the period are reflected as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.

The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net gain of $0.8 million, net loss of $1.1$4.8 million, $3.3 million, and a net gain of $0.3$0.8 million for the fiscal years ended June 3, 2023, May 28, 2022, and May 29, 2021, May 30, 2020, and June 1, 2019, respectively. These amounts are included in Other (income) expense, net in the Consolidated Statements of Comprehensive Income.

Cash Equivalents
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 $229.8$40.8 million and $364.0$43.1 million as of May 29, 2021June 3, 2023 and May 30, 202028, 2022, respectively. All cash equivalents are high-credit quality financial instruments and the amount of credit exposure to any one financial institution or instrument is limited.

Marketable Securities
The Company maintainspreviously maintained a portfolio of marketable securities primarily comprised of mutual funds. These mutual funds are comprisedinvestments were liquidated during fiscal year 2022 resulting in a cash in-flow in that year of both equity and fixed income funds. These investments are held by the Company's wholly owned insurance captive and have been recorded at fair value based on quoted market prices. Net unrealized holding gains or losses related to the equity mutual funds are recorded through net income while net unrealized holding gains or losses related to the fixed income mutual funds are recorded through other comprehensive income.

All marketable security transactions are recognized on the trade date. Realized gains and losses are included in “Interest and other investment income” in the Consolidated Statements of Comprehensive Income. See Note 12 of the Consolidated Financial Statements for additional disclosures of marketable securities.

approximately $7.7 million.
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.
Herman Miller, Inc. and Subsidiaries52



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
53


information available about the debtor, such as financial statements, news reports and published credit ratings. General information regarding industry trends, the economic environment is used as well.

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
Inventories are valued at the lower of cost or marketnet realizable value and include material, labor and overhead. Inventory cost is determined using the last-in, first-out (LIFO) method at manufacturing facilities in Michigan, whereas inventories of the Company's other locations are valued using the first-in, first-out (FIFO) method. 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.conditions, however inventory cannot be subsequently written back up, since the reserve establishes a new (lower) cost basis. Inventory cost is determined using the first in, first out (FIFO) method. Further information on the Company's recorded inventory balances can be found in Note 4 of the Consolidated Financial Statements.

Goodwill and Indefinite-lived Intangible Assets
Goodwill and otherThe changes in the carrying amount of goodwill, by reporting segment, are as follows:
(In millions)Americas ContractInternational Contract & SpecialtyGlobal RetailTotal
Balance at May 29, 2021
Goodwill$194.1 $103.0 $174.3 $471.4 
Foreign currency translation adjustments3.3 8.2 6.8 18.3 
Accumulated impairment losses(36.7)— (88.8)(125.5)
Net goodwill as of May 29, 2021$160.7 $111.2 $92.3 $364.2 
Balance at May 28, 2022
Goodwill$197.4 $111.2 $181.1 $489.7 
Sale of owned dealer(0.3)— — (0.3)
Acquisition of Knoll346.0 226.8 330.7 903.5 
Foreign currency translation adjustments23.7 (33.7)(31.2)(41.2)
Accumulated impairment losses(36.7)— (88.8)(125.5)
Net goodwill as of May 28, 2022$530.1 $304.3 $391.8 $1,226.2 
Balance at June 3, 2023
Goodwill$566.8 $304.3 $480.6 $1,351.7 
Foreign currency translation adjustments(1.7)(1.3)(1.5)(4.5)
Accumulated impairment losses(36.7)— (88.8)(125.5)
Net goodwill balance as of June 3, 2023$528.4 $303.0 $390.3 $1,221.7 
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Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:
(In millions)GoodwillIndefinite-lived Intangible AssetsTotal Goodwill and Indefinite-lived Intangible Assets
Balance, June 2, 2019$303.8 $78.1 $381.9 
Foreign currency translation adjustments(0.9)(0.5)(1.4)
Acquisition of HAY111.1 60.0 171.1 
Acquisition of naughtone57.5 8.5 66.0 
Impairment charges(125.5)(53.3)(178.8)
Balance, May 30, 2020$346.0 $92.8 $438.8 
Foreign currency translation adjustments18.2 4.8 23.0 
Balance, May 29, 2021$364.2 $97.6 $461.8 

(In millions)Indefinite-lived Intangible Assets
Balance at May 29, 2021$97.6 
Foreign currency translation adjustments(14.6)
Acquisition of Knoll$418.0 
Balance at May 28, 2022$501.0 
Foreign currency translation adjustments(0.6)
Impairment charges(19.7)
Balance at June 3, 2023$480.7 
Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.
Each of the reporting units werewas reviewed for impairment using a quantitativequalitative assessment as of March 31, 2021.2023. 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. The Company concluded it to be more likely than not that their estimated fair values are greater than their respective carrying values.
532021 Annual Report



To estimateIn connection with the segment reorganization, the Company’s reporting units have changed in composition, and goodwill was reallocated between such reporting units using a relative fair value approach. Accordingly, the Company performed interim goodwill impairment tests in the first quarter of 2023 for each reporting unit. Based on the results of the tests performed, the Company determined that the fair value of each reporting unit, when performing quantitative testing,both before and after the reorganization, exceeded its respective carrying amount.
During the third quarter of fiscal year 2023, the Company utilizesassessed changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. Although our annual impairment test is performed during the fourth quarter, we perform this qualitative assessment each interim reporting period.
While there was no single determinate event, the consideration in totality of several factors that developed during the third quarter of fiscal year 2023 led us to conclude that it was more likely than not that the fair value of the Global Retail reporting unit was below its carrying amount. These factors included: (i) the decision to discontinue stand-alone operations of the Fully brand and (ii) the assessment of our third quarter results, for which the performance of the Global Retail reporting unit was below management's expectations.
Accordingly, the Company performed an interim quantitative impairment analysis as of March 4, 2023 to determine the fair value of the Global Retail reporting unit as compared to the carrying value. The Company utilized a weighting of the income approach and the market method. 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 onapproach to estimate the reporting unit's weighted average cost of capital, and
revenue and EBITDA of comparable companies

The Company corroborates the reasonablenessfair value of the inputs and outcomes of our discounted cash flow analysis through a market capitalization reconciliation to determine whether the implied control premium is reasonable.

The Company completed its annual goodwill impairment test in the fourth quarter of the year, as of March 31st. In fiscal 2021, the Company elected to perform quantitative impairment tests for all goodwillGlobal Retail reporting units and other indefinite-lived intangible assets.unit. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unitsunit exceeded the carrying amount and, as such, the reporting units wereunit was not impairedimpaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 1% and therefore has a heightened risk of future impairments if any assumptions, estimates or market factors change in the second stepfuture.
The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. We estimated the fair value of the impairment test was not necessary.

In completing our annual goodwill impairment test, the respective fair values were estimated using an income approach with market participant discount rates ranging from 12.0% to 14.0% developedGlobal Retail reporting unit using a discounted cash flow analysis. The discounted cash flow analysis used the present value of projected cash flows and a residual value.
The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rates of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to the Company's reporting units. The Company believes the discount rate selected in the quantitative assessment is appropriate in that exceeds the estimated weighted average cost of capital analysis and long-term growth rates ranging from 2.5% to 3.0%.for our business as a
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Intangible assets with indefinite useful liveswhole. The results of the impairment test are not subjectsensitive to amortizationchanges in the discount rates and arechanges in the discount rate may result in future impairment.
The Company evaluated annuallythe sensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit. Reducing the Global Retail reporting unit's forecasted sales by 5% in all years, and leaving all other assumptions static, would result in an impairment of $26.0 million. A decrease in the operating margin of 100 basis points would result in an impairment of $60.0 million. An increase in the discount rate of 100 basis points would result in an impairment of $46.0 million.
The Company evaluates indefinite-lived trade name intangible assets for impairment orusing a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more frequently, when events or changes in circumstances indicatelikely than not that the fair value of an indefinite-lived intangible asset may not be recoverable. The Company utilizes the relief from royalty methodology to test for impairment. The primary assumptions for the relief from royalty method include forecasted revenue growth rates, royalty rates and discount rates. The Company measures and records anis below its carrying amount. An impairment loss for the excess ofcharge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value ofon the asset overmeasurement date.
During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more then likely above its fair value.

In fiscal 2021, As a result, the Company performed a quantitative assessments in testingassessment to determine the fair value and as a result recognized a $19.7 million non-cash impairment charge to the indefinite-lived intangible assets for impairment.trade name. The carrying value of the Company's HAYKnoll trade name indefinite-lived intangible asset was $41.7 million as of March 31, 2021.the measurement date was $173.0 million. The calculated fair value of the HAYKnoll trade name as of the measurement date is $153.3 million.
In performing this quantitative assessment, we estimated the fair value using the relief-from-royalty method which requires assumptions related to:
forecasted revenue growth rate,
assumed royalty rates that could be payable if we did not own the trademark, and
a market participant discount rate based on a weighted-average cost of capital.
The assumptions used reflect management’s best estimate; however, actual results could differ from our estimates. In completing our annual indefinite-lived trade name impairment test, fair value of the Knoll trade name was $43.8 million which represents an excessestimated using a discount rate of 12.0%, royalty rate of 2.00% and long-term growth rate of 2.5%. The Company’s estimates of the fair value of $2.1its Knoll indefinite-lived intangible asset is sensitive to changes in the key assumptions above as well as projected financial performance. Therefore, a sensitivity analysis was performed on certain key assumptions.
Keeping all other assumptions constant, a 10% decrease in forecasted sales at June 3, 2023 would have resulted in $15.3 million or 5.0%. of additional pre-tax impairment charges. A decrease in the royalty rate of 25 basis points would result in an additional $20.0 million of impairment charges. Keeping all other assumptions constant, a 100 basis point increase in the discount rate would have resulted in an additional $15.0 million of impairment charges.
If the residualestimated cash flowflows related to this trade namethe Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record an impairment charge.

In completing our annual indefinite-lived trade name impairment test, the respective fair values were estimated using a relief-from-royalty approach, applying market participant discount rates ranging from 12.0% to 14.0% developed using a weighted average cost of capital analysis, royalty rates ranging from 2.0% to 3.0% and long-term growth rates ranging from 2.5% to 3.0%.

The table below summarizes the carrying values as of May 29, 2021, for each of the Company’s indefinite-lived trade names:
(In millions)
Trade nameCarrying Value
Maharam$16.5 
DWR31.5 
HAY43.1 
naughtone6.5 
Total$97.6 
During fiscal 2020, the Company recognized $205.4 million of impairment charges related to goodwill, indefinite-lived intangible assets and long-lived assets. These charges are included in "Impairment charges" within the Consolidated Statements of Comprehensive Income.


Property, Equipment and Depreciation
Herman Miller, Inc. and Subsidiaries54


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 510 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.
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The following table summarizes our property as of the dates indicated:
(In millions)May 29, 2021May 30, 2020
Land and improvements$25.2 $23.7 
Buildings and improvements286.1 266.5 
Machinery and equipment820.8 791.9 
Construction in progress27.6 29.2 
Accumulated depreciation(832.5)(780.5)
Property and equipment, net$327.2 $330.8 

(In millions)June 3, 2023May 28, 2022
Land and improvements$55.1 $54.4 
Buildings and improvements393.5 377.2 
Machinery and equipment1,066.6 1,027.0 
Construction in progress55.5 51.1 
Accumulated depreciation(1,034.4)(928.2)
Property and equipment, net$536.3 $581.5 
As of the end of fiscal 2021,2023, outstanding commitments for future capital purchases approximated $46.5$44.8 million.

Other Long-Lived Assets
The Company reviews the carrying value of long–lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset or asset group are compared to the carrying value of the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.

Amortizable intangible assets within Other amortizable intangibles, net in the Consolidated Balance Sheets consist primarily of patents, trademarks and customer relationships. The customer relationships intangible asset is comprised of relationships with customers, specifiers, networks, dealers and distributors. Refer to the following table for the combined gross carrying value and accumulated amortization for these amortizable intangibles.
May 29, 2021
(In millions)Patent and TrademarksCustomer RelationshipsOtherTotal
Gross carrying value$45.5 $113.0 $15.3 $173.8 
Accumulated amortization18.9 39.6 10.1 68.6 
Net$26.6 $73.4 $5.2 $105.2 
May 30, 2020
Patent and TrademarksCustomer RelationshipsOtherTotal
Gross carrying value$41.7 $118.7 $14.7 $175.1 
Accumulated amortization14.4 38.3 10.0 62.7 
Net$27.3 $80.4 $4.7 $112.4 

June 3, 2023
(In millions)Patent and TrademarksCustomer RelationshipsDesigns and PatternsBacklogOtherTotal
Gross carrying value$60.1 $355.1 $42.0 $28.4 $12.7 $498.3 
Accumulated amortization30.8 95.8 9.2 28.4 9.4 173.6 
Impairment11.6 — — — — 11.6 
Net$17.7 $259.3 $32.8 $— $3.3 $313.1 
May 28, 2022
Patent and TrademarksCustomer RelationshipsDesigns and PatternsBacklogOtherTotal
Gross carrying value$57.9 $355.8 $42.0 $29.8 $11.6 $497.1 
Accumulated amortization24.7 66.0 5.9 29.8 8.3 134.7 
Net$33.2 $289.8 $36.1 $— $3.3 $362.4 
The Company amortizes these assets over their remaining useful lives using the straight-line method over periods ranging from 5 years1 year to 20 years, or on an accelerated basis, to reflect the expected realization of the economic benefits. It is estimated that the weighted-average remaining useful life of the patents and trademarks is approximately 63.6 and the weighted-average remaining useful life of the customer relationships is 7 years.

9.6.
Estimated amortization expense on existing amortizable intangible assets as of May 29, 2021,June 3, 2023, for each of the succeeding five fiscal years, is as follows:
(In millions)
2024$36.6 
202536.4 
202635.8 
202733.2 
202829.0 
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
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                                             2021 Annual Report57


(In millions)
2022$15.4 
2023$14.9 
2024$13.7 
2025$13.5 
2026$13.2 
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 during the third quarter of fiscal 2023. These charges are included in "Impairment charges" and "Cost of sales" within the Consolidated Statements of Comprehensive Income.
(In millions)Impairment Charge
Property and equipment3.8 
Right of use asset6.1 
Trade name11.6 
Total$21.5 
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 29, 2021June 3, 2023, are as follows:
(In millions)Retention Level (per occurrence)
General liability$1.00 
Auto liability$1.00 
Workers' compensation$0.75 
Health benefit$0.50 

The Company accrues for its self-insurance arrangements, as well as reserves for health, prescription drugs, and dental benefit exposures based on actuarially-determinedactuarial estimates, which are recorded in “Other liabilities”Other liabilities in the Consolidated Balance Sheets. The value of the liability as of May 29, 2021June 3, 2023 and May 30, 202028, 2022 was $12.3$13.2 million and $13.1$14.7 million, respectively. The actuarial valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical costs, payment lag times and changes in actual experience could cause these estimates to change. The general, auto, and workers' compensation liabilities are managed through the Company's wholly-owned insurance captive.

Research, Development and Other Related Costs
Research, development, pre-production and start-up costs are expensed as incurred. Research and development ("R&D") costs consist of expenditures incurred during the course of planned research and investigation aimed at discovery of new knowledge useful in developing new products or processes. R&D costs also include the enhancement of existing products or production processes and the implementation of such through design, testing of product alternatives or construction of prototypes. R&D costs included in “DesignDesign and research”research expense in the accompanying Consolidated Statements of Comprehensive Income are $50.8$67.6 million, $54.3$71.1 million and $58.8$50.8 million, in fiscal 2023, 2022, and 2021, 2020, and 2019, respectively.

Royalty payments made to designers of the Company's products as the products are sold are variable costs based on product sales. These expenses totaled $21.338.1 million, $19.737.6 million and $18.1$21.3 million in fiscal years 2021, 20202023, 2022 and 20192021 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.

Herman Miller, Inc. and Subsidiaries56


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 including the installation of products by the Company's owned dealers, 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.
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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 29, 2021,June 3, 2023, 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 occur. Adjustments to Netnet sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements. Also, the Company has no contracts with significant financing components.

The Company accounts for shipping and handling activities as fulfillment activities and these costs are accrued within Cost of sales at the same time revenue is recognized. The Company does not record revenue for sales tax, value added tax or other taxes that are collected on behalf of government entities. The Company’s revenue is recorded net of these taxes as they are passed through to the relevant government entities. The Company has recognized incremental costs to obtain a contract as an expense when incurred as the amortization period is less than one year. The Company has not adjusted the amount of consideration to be received for any significant financing components as the Company’s contracts have a duration of one year or less.
Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases, (“ASC 842”).
For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
As none of the Company’s leases provide an implicit discount rate, the Company uses an estimated incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, location of the lease, and the Company’s credit risk relative to risk-free market rates.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Leases, and any leasehold improvements, are depreciated over the expected lease term. Additionally, certain leases include renewal or termination options, which can be exercised at the Company’s discretion. Lease terms include the non-cancelable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.
Variable lease costs associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease costs are presented as Operating expenses in the Company’s Consolidated Statements of Comprehensive Income in the same line item as the expense arising from fixed lease payments for operating leases.
The Company adopted ASC 842 - Leasesdetermines 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 beginning of fiscal year 2020. The new standard requiredConsolidated Balance Sheets, and the Company to recognize mostrecognizes lease expense for these leases on a straight-line basis over the balance sheet as rightlease term. If leased assets have leasehold improvements, the depreciable life of use (ROU) assets with corresponding lease liabilities. All necessary changes requiredthose leasehold improvements are limited by the new standard, including thoseexpected lease term.
ROU assets for operating leases are subject to the Company’s accounting policies, business processes, systems, controlslong-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and disclosures, were implemented asEquipment. 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
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amount of the first quarter of fiscal year 2020. See Note 7corresponding ROU asset unless doing so would reduce the carrying amount of the Consolidated Financial Statements for further information regardingROU asset to an amount less than zero. In that case, the Company's lease accounting policies.

amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.
Cost of Sales
The Company includes material, labor and overhead in cost of sales. Included within these categories are items such as freight charges, warehousing costs, internal transfer costs and other costs of its distribution network.

Selling, General and Administrative
The Company includes costs not directly related to the manufacturing of its products in the Selling, general and administrative line item within the Consolidated Statements of Comprehensive Income. Included in these expenses are items such as compensation expense, rental expense, warranty expense and travel and entertainment expense.

Income Taxes
572021 Annual Report


Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The Company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the Company operates. Complex tax laws can be subject to different interpretations by the Company and the respective government authorities. Significant judgmentJudgment 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 significant judgment about forecasts of future taxable income.

Stock-Based Compensation
The Company has several stock-based compensation plans, which are described in Note 10 of the Consolidated Financial Statements. Our policy is to expense stock-based compensation using the fair-value based method of accounting for all awards granted.

Earnings per Share
Basic earnings per share (EPS) excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options or the vesting of restricted shares and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-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 9 of the Consolidated Financial Statements for further information regarding the computation of EPS.

Comprehensive Income
Comprehensive income consists of Netnet earnings, Foreignforeign currency translation adjustments, Unrealizedunrealized holding gains on securities, Unrealizedunrealized gains on interest rate swap agreement and Pensionpension and post-retirement liability adjustments. Refer to Note 15 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.
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Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.
Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.

See Note 12 of the Consolidated Financial Statements for the required fair value disclosures.
Herman Miller, Inc. and Subsidiaries58



592021 Annual Report


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 "OtherOther (income) expense, net"net in the Consolidated Statements of Comprehensive Income, or "AccumulatedAccumulated other comprehensive loss"loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.

Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income. Derivatives not designated as hedging instruments are marked-to-market at the end of each period with the results included in Consolidated Statements of Comprehensive Income.

See Note 12 of the Consolidated Financial Statements for further information regarding derivatives.

Recently Adopted Accounting Standards

On March 1, 2020, the Company adopted Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" using the prospective method. This update simplifies how an entity assesses goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. An entity then recognizes a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The adoption was utilized in the Company's current year goodwill impairment testing. Refer above to the "Goodwill and Indefinite-lived Intangible Assets" section for further information.

On May 31, 2020, the Company adopted ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" using the modified retrospective method. This update replaces the existing incurred loss impairment model with an expected loss model and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates including customer credit quality, historical write-off trends and general information regarding industry trends and the macroeconomic environment. The adoption did not have a material impact on the Company's financial statements, accounting policies or methods utilized to determine the allowance for doubtful accounts.

On May 31, 2020, the Company adopted ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" using the prospective method. This update modifies certain disclosure requirements for fair value measurements. The adoption did not have a material impact on the Company's financial statements.


Herman Miller, Inc. and Subsidiaries60


Recently Issued Accounting Standards Not Yet Adopted
The Company is currently evaluating the impact of adopting the following relevant standardsevaluates all Accounting Standards Updates ("ASUs") issued by the FASB:
StandardDescriptionEffective Date
2018-14Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit PlansThis update eliminates, adds and clarifies certain disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements.May 30, 2021
2019-12Income Taxes (Topic 740): Simplifying the
Accounting for Income Taxes
This update removes certain exceptions for
recognizing deferred taxes for investments,
performing intraperiod allocation and
calculating income taxes in interim periods.
The update also adds guidance to reduce
complexity in certain areas, including
recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. Early adoption is permitted.
May 30, 2021
All otherFinancial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements. We have assessed all ASUs issued andbut not yet effective accounting standardsadopted and concluded that those not disclosed are not relevant to the Company.

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 ObligationObligations - these contracts are transacted with customers and include only the product performance obligation. Most commonly, these contracts represent master agreements with independent third-partythird party dealers in which a purchase order represents the customer contract, point of sale transactions through the Retail segment, as well as customer purchase orders for the Maharam subsidiary within the North AmericaAmericas Contract segment.and International Contract & Specialty segments. For contracts that include a single performance obligation, the Company records revenue at the point in time when title and risk of losscontrol 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, which include owned dealers, 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. 
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Other - these contracts are comprised mainly of alliance fee arrangements, whereby the Company earns revenue for allowing other furniture sellers access to its dealer distribution channel, as well as other miscellaneous selling arrangements. Revenue from alliance contracts are recorded at the point in time in which the sale is made by other furniture sellers through the Company’s sales channel.
612021 Annual Report



Revenue disaggregated by contract type has been provided in the table below:
Year EndedYear Ended
(In millions)(In millions)May 29, 2021May 30, 2020(In millions)June 3, 2023May 28, 2022
Net Sales:
Net sales:Net sales:
Single performance obligationSingle performance obligationSingle performance obligation
Product revenueProduct revenue$2,180.5 $2,116.6 Product revenue$3,816.5 $3,660.1 
Multiple performance obligationsMultiple performance obligationsMultiple performance obligations
Product revenueProduct revenue265.8 347.8 Product revenue254.1 265.3 
Service revenueService revenue9.6 9.7 Service revenue3.4 8.6 
OtherOther9.2 12.5 Other13.1 12.0 
TotalTotal$2,465.1 $2,486.6 Total$4,087.1 $3,946.0 

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.
Revenue disaggregated by product type and segment has been provided in the table below:
Year Ended
(In millions)May 29, 2021May 30, 2020
North America Contract:
Workplace$717.2 $976.0 
Performance Seating280.7 381.5 
Lifestyle81.1 93.1 
Other115.0 147.6 
Total North America Contract$1,194.0 $1,598.2 
International Contract:
Workplace$129.0 $155.9 
Performance Seating296.4 222.2 
Lifestyle223.8 105.8 
Other19.8 18.9 
Total International Contract$669.0 $502.8 
Retail:
Workplace$8.5 $3.9 
Performance Seating207.5 43.1 
Lifestyle385.0 338.6 
Other1.1 
Total Retail$602.1 $385.6 
Total$2,465.1 $2,486.6 
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Year Ended
(In millions)June 3, 2023May 28, 2022
Americas Contract:
Workplace$1,305.8 $1,229.2 
Performance Seating437.8 442.6 
Lifestyle257.9 221.2 
Other(1)
24.6 36.1 
Total Americas Contract$2,026.1 $1,929.1 
International Contract & Specialty:
Workplace$170.1 $143.7 
Performance Seating252.2 242.0 
Lifestyle394.5 348.6 
Other(1)
200.5 194.2 
Total International Contract & Specialty$1,017.3 $928.5 
Global Retail:
Workplace$83.8 $111.5 
Performance Seating210.7 258.2 
Lifestyle747.6 716.8 
Other(1)
1.6 1.9 
Total Global Retail$1,043.7 $1,088.4 
Total$4,087.1 $3,946.0 
(1) "Other" primarily consists of uncategorized product sales and service sales.
Refer to Note 14 of the Consolidated Financial Statements for further information related to our segments.
Sales by geographic area are based on the location of the customer. Long-lived assets consist of long-term assets of the Company, excluding financial instruments, deferred tax assets and long-term intangibles. The following is a summary of geographic information for the years indicated. Individual foreign country information is not provided as none of the individual foreign countries in which the Company operates are considered material for separate disclosure based on quantitative and qualitative considerations.
Year Ended
(In millions)June 3, 2023May 28, 2022May 29, 2021
Net sales:
United States$2,918.0  $2,818.4  $1,728.9 
International1,169.1  1,127.6  736.2 
Total$4,087.1  $3,946.0  $2,465.1 
Long-lived assets:
United States$518.7  $531.2  $311.1 
International135.6  144.9  70.6 
Total$654.3  $676.1  $381.7 

The Company approximates that no single dealer accounted for more than 4% of the Company's net sales in the fiscal year ended June 3, 2023. The Company estimates that the largest single end-user customer accounted for $174.9 million, $114.4 million and $113.0 million of the Company's net sales in fiscal 2023, 2022 and 2021, respectively. This represents approximately 4% of the Company's net sales in fiscal 2023, 3% in 2022, and 5% in 2021. The Company's ten largest customers in the aggregate accounted for approximately 14% of net sales in fiscal 2023, 11% of net sales in fiscal 2022, and 17% of net sales in fiscal 2021.
Contract Assets and Contract Liabilities
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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 the caption “AccountsAccounts receivable, net”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 the caption "UnbilledUnbilled accounts receivable"receivable in the Consolidated Balance Sheets until all performance obligations in the contract with the customer have been satisfied.

Herman Miller, Inc. and Subsidiaries62


Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are included within the caption “Customer deposits”Customer deposits in the Consolidated Balance Sheets. During the yeartwelve months ended May 29, 2021,June 3, 2023, the Company recognized Net salenet sales of $117.7 million rels of $28.9 million relateated to customer deposits that were included in the balance sheet as of May 30, 2020.

28, 2022.
3. Acquisitions and Divestitures
Maars Holding B.V.Knoll, Inc.
On August 31, 2018,July 19, 2021, the Company acquired 48.2%completed its acquisition of the outstanding equity of Global Holdings Netherlands B.V., which owns 100% of Maars Holding B.V. ("Maars”),Knoll, a Harderwijk, Netherlands-based worldwide leader in the design, manufacture, marketing, and manufacturingsale of interior wall solutions.high-end furniture products and accessories for workplace and residential markets. The Company acquired its 48.2% ownership interesthas included the financial results of Knoll in Maarsthe consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition, which included financial advisory, legal, proxy filing, regulatory and financing fees, were approximately $30.0 million for the twelve months ended May 28, 2022 and were recorded in general and administrative expenses.
Under the terms of the Agreement and Plan of Merger, each issued and outstanding share of Knoll common stock (excluding shares exercising dissenters rights, shares owned by Knoll as treasury stock, shares owned by the deal parties or their subsidiaries, or shares subject to Knoll restricted stock awards) was converted into a right to receive 0.32 shares of Herman Miller, Inc. (now MillerKnoll, Inc.) common stock and $11.00 in cash, without interest. The acquisition date fair value of the consideration transferred for Knoll was approximately $6.1$1,887.3 million, which consisted of the following (in millions, except share amounts):
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Knoll SharesHerman Miller, Inc (now MillerKnoll, Inc.) Shares ExchangedFair Value
Cash Consideration:
Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 $543.9 
Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021184,857 1.4 
Total number of Knoll shares for cash consideration49,629,682 
Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021169,165 254.4 
Consideration for payment to settle Knoll's outstanding debt376.9 
Share Consideration:
Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 
Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 202174,857 
Total number of Knoll shares for share consideration49,519,682 15,843,921 688.3 
Replacement Share-Based Awards:
Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 202122.4 
Total acquisition date fair value of consideration transferred$1,887.3 
The aggregate cash paid in cash. connection with the Knoll acquisition was $1,176.6 million. MillerKnoll funded the acquisition through cash on-hand and debt proceeds, as described in Note 6. Short-Term Borrowings and Long-Term Debt.
Outstanding unvested restricted stock awards, performance stock awards, performance stock units, and restricted stock units with a preliminary estimated fair value of $53.4 million automatically converted into Company awards. Of the total fair value, $22.4 million was allocated to purchase consideration and $31.0 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis. Per the terms of the converted awards any qualifying termination within the twelve months subsequent to the acquisition will result in accelerated vesting and related recognition of expense.
The entity istransaction was accounted for using the equity method of accounting as the Company has significant influence, but not control, over the entity.

For the Maars equity method investment, the fair values assigned to the assets acquired were based on best estimates and assumptions as of August 31, 2018, and the valuation analysis was completed in the fourth quarter of fiscal 2019.

Nine United Denmark A/S
On June 7, 2018, the Company acquired 33% of the outstanding equity of Nine United Denmark A/S, d/b/a HAY and subsequently renamed to HAY ApS ("HAY”), a Copenhagen, Denmark-based, design leader in furniture and ancillary furnishings for residential and contract markets in Europe and Asia. The Company acquired its 33% ownership interest in HAY for approximately $65.5 million in cash. The Company also acquired the rights to the HAY brand in North America under a long-term license agreement for approximately $4.8 million in cash. In the fiscal periods leading up to December 2, 2019 (“HAY Acquisition Date”), the date when the Company purchased an additional 34% equity voting interest in HAY, this licensing agreement was recorded as a definite life intangible assetbusiness combination which requires that assets and was being amortized over its 15-year useful life. This asset was also recorded within Other amortizable intangibles, net within the Condensed Consolidated Balance Sheetsliabilities assumed be recognized at their fair value as of June 1, 2019.

On December 2, 2019, the Company obtained a controlling financial interest in HAY through the purchase of an additional 34% equity voting interest. The completion of the acquisition will allow the Company to further promote growth and development of HAY's ancillary product lines and continue to support product innovation and sales growth. The Company previously accounted for its ownership interest in HAY as an equity method investment, but upon increasing its ownership to 67% on the HAY Acquisition Date, the Company consolidated the operations of HAY. Total consideration paid for HAY on the HAY Acquisition Date was $79.0 million, exclusive of HAY cash on hand. The Company funded the acquisition with cash and cash equivalents.

The previously mentioned HAY long-term licensing agreement was deemed to be a contractual preexisting relationship. As a result of the business combination, the Company recorded this arrangement at its HAY Acquisition Date fair value, which resulted in an increase in goodwill of $10.0 million and a net gain of $5.9 million, which was recorded within “Gain on consolidation of equity method investments" within the Consolidated Statements of Comprehensive Income. The goodwill was recorded within the Company’s Retail segment.

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 allocation of the purchase price was finalized during the first quarter of fiscal 2021.date. The following table presentssummarizes the allocationfair value of purchase price related toassets acquired tangible assets:and liabilities assumed as of the date of acquisition:
Herman Miller, Inc. and Subsidiaries6365


(In millions)Fair Value
Cash$12.188.0 
Working capital, net of cash and inventory step-upAccounts receivable12.382.3 
Net property and equipmentInventories0.9219.9 
Other current assets3.929.2 
Property and equipment296.5 
Right-of-use assets202.7 
Intangible assets756.6 
Goodwill903.5 
Other noncurrent assets25.1 
Total assets acquired$2,603.8 
Accounts payable144.0 
Other current liabilities153.1 
Lease liabilities177.8 
Other liabilities(3.1)241.6 
Total liabilities assumed716.5 
Net assets acquiredAssets Acquired$26.11,887.3 

The excess of purchase of the additional equity interest in HAY was considered to be an acquisition achieved in stages, whereby the previously held equity interest was remeasured as of the HAY Acquisition Date. The Company considered multiple factors in determiningconsideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is attributed to the previously held equity method investment, includingassembled workforce of Knoll and anticipated operational synergies. Goodwill related to the price negotiated with the selling shareholder for the 34% equity interest in HAY, an income valuation model (discounted cash flow) and current trading multiples for comparable companies. Based on this analysis, the Company recognized a non-taxable gain of approximately $0.3 million on the remeasurementacquisition was allocated to each of the previously held equity method investmentreporting segments with a total value as of $67.8the opening balance sheet date of $903.5 million. Goodwill arising from the acquisition is not expected to be deductible for tax reporting purposes.
Certain measurement period adjustments were made during the twelve months ended May 28, 2022 to the preliminary fair values resulting in a net decrease to goodwill of $22.4 million primarily related to adjustments to the value of certain liabilities acquired and the fair value of intangible assets acquired. The allocation of purchase price was completed in the thirdfourth quarter of fiscal 2020. The net gain has been recognized in “Gain on consolidation of equity method investments" within the Consolidated Statements of Comprehensive Income.

year 2022.
The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the HAY Acquisition Date:
(In millions)Valuation MethodUseful Life (years)Fair Value
Inventory Step-upComparative Sales Approach0.8$3.4 
BacklogMulti-Period Excess Earnings0.31.7 
Deferred RevenueAdjusted Fulfillment Cost Method0.1(2.2)
TradenameRelief from RoyaltyIndefinite60.0 
Product DevelopmentRelief from Royalty8.022.0 
Customer RelationshipsMulti-Period Excess Earnings9.034.0 
Total$118.9 
Goodwill related toas of the acquisition was recorded within the International Contract segment for $101.1 million and the Retail segment for $10.0 million. Subsequent to the acquisition, the goodwill recorded to the Retail segment was fully impaired in the fourth quarter of fiscal 2020 based on the results of the Company's annual goodwill impairment assessment. Additionally, the Company recognized an impairment charge of $20.7 million on the HAY tradename in the fourth quarter of fiscal 2020 based on the results of the Company's annual indefinite-lived trade name impairment test.

naughtone
On October 25, 2019 (“naughtone Acquisition Date”), the Company purchased the remaining 47.5% equity voting interest in naughtone (Holdings) Limited and naughtone Manufacturing Ltd. (together “naughtone”). naughtone is an upscale, contemporary furniture manufacturer based in Harrogate, North Yorkshire, UK. The acquisition is intended to allow the Company to further promote growth and development of naughtone's ancillary product lines, and continue to support product innovation and sales growth. The Company previously accounted for its ownership interest in naughtone as an equity method investment. Upon increasing its ownership to 100% on the naughtone Acquisition Date, the Company obtained a controlling financial interest and consolidated the operations of naughtone. Total consideration paid for naughtone on the naughtone Acquisition Date was $45.9 million, exclusive of naughtone cash on hand. The Company funded the acquisition with cash and cash equivalents. The allocation of the purchase price was finalized during the fourth quarter of fiscal 2020.

The following table presents the allocation of purchase price related to acquired tangible assets:
Herman Miller, Inc. and Subsidiaries64


date:
(In millions)Valuation MethodUseful Life (years)Fair Value
CashBacklogMulti-Period Excess EarningsLess than 1 Year$5.127.6 
Working capital, net of cash and inventory step-upTrade name - indefinite lived1.3Relief from RoyaltyIndefinite418.0 
Net property and equipmentTrade name - amortizing0.8Relief from Royalty5-10 Years14.0 
Net assets acquiredDesignsRelief from Royalty9-15 years40.0 
Customer RelationshipsMulti-Period Excess Earnings2-15 years257.0 
Total$7.2756.6 

Contract Furniture Dealership Divestiture
The purchaseOn January 31, 2022, the Company completed the sale of a wholly-owned contract furniture dealership in Toronto, Canada for cash consideration of $2.8 million. A pre-tax gain of $2.0 million was recognized as a result of the remaining equity interest in naughtone was considered to be an acquisition achieved in stages, whereby the previously held equity interest was remeasured as of the naughtone Acquisition Date. The Company considered multiple factors in determining the fair value of the previously held equity method investment, including the price negotiated with the selling shareholder for the 47.5% equity interest in naughtone, an income valuation model (discounted cash flow)sale within Selling, general and current trading multiples for comparable companies. Based on this analysis, the Company recognized a non-taxable gain of approximately $30.0 million on the remeasurement of the previously held equity method investment of $20.5 million. The net gain has been recognized in “Gain on consolidation of equity method investments"administrative within the Consolidated Statements of Comprehensive Income.

The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the naughtone Acquisition Date:
(In millions)Valuation MethodUseful Life (years)Fair Value
Inventory Step-upComparative Sales Approach0.3$0.2 
BacklogMulti-Period Excess Earnings0.30.8 
TradenameRelief from RoyaltyIndefinite8.5 
Customer RelationshipsMulti-Period Excess Earnings9.029.4 
Total$38.9 
Goodwill related to the acquisition was recorded within the North America Contract and International Contract segments for $35.0 million and $22.5 million, respectively. Subsequent to the acquisition, the Company recognized an impairment charge of $2.5 million on the naughtone tradename in the fourth quarter of fiscal 2020 based on the results of the Company's annual indefinite-lived trade name impairment test.

Pro Forma Results of Operations
The results of naughtone and HAY’s operations have been included in the Consolidated Financial Statements beginning on October 25, 2019 and December 2, 2019 respectively. The following table provides pro forma results of operations for the years ended May 30, 2020 and June 1, 2019, as if naughtone and HAY had been acquired as of June 3, 2018. The pro forma results include certain purchase accounting adjustments such as the estimated change in depreciation and amortization expense on the acquired tangible and intangible assets. Pro forma results do not include any anticipated cost savings from the planned integration of these acquisitions, or the gain on the consolidation of the HAY and naughtone equity method investments of approximately $36.2 million. Accordingly, such amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that may result in the future.
Year Ended
(In millions)May 30, 2020June 1, 2019
Net sales$2,580.6 $2,757.3 
Net (loss) earnings attributable to Herman Miller, Inc.$(46.3)$163.7 

4. Inventories
(In millions)May 29, 2021May 30, 2020
Finished goods and work in process$166.7  $151.1 
Raw materials46.9 46.2 
Total$213.6  $197.3 

652021 Annual Report


(In millions)June 3, 2023May 28, 2022
Finished goods and work in process$357.2  $441.6 
Raw materials130.2 145.7 
Total$487.4  $587.3 
Inventories valued using LIFO amounted to $21.8 million and $24.9 million as of May 29, 2021 and May 30, 2020, respectively. If all inventories had beenare primarily valued using the first-in first-out method, inventories would have been $230.2 million and $210.8 million at May 29, 2021 and May 30, 2020, respectively.method.
66


5. Investments in Nonconsolidated Affiliates
The Company has certain investments in entities that are accounted for using the equity method (“nonconsolidated affiliates”). The investments are included in "Other noncurrent assets" in the Consolidated Balance Sheets and the equity earnings are included in "EquityEquity (loss) earnings from nonconsolidated affiliates, net of tax"tax in the Consolidated Statements of Comprehensive Income. Refer to the tables below for the investment balances that are included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.
(In millions)(In millions)May 29, 2021May 30, 2020(In millions)June 3, 2023May 28, 2022
Investments in nonconsolidated affiliatesInvestments in nonconsolidated affiliates$11.7 $12.2 Investments in nonconsolidated affiliates$8.5 $9.9 
(In millions)May 29, 2021May 30, 2020June 1, 2019
Equity earnings from nonconsolidated affiliates, net of tax$0.3 $5.0 $5.0 

(In millions)June 3, 2023May 28, 2022May 29, 2021
Equity (loss) earnings from nonconsolidated affiliates, net of tax$(0.8)$— $0.3 
The Company had an ownership interest in 2two nonconsolidated affiliates at May 29, 2021.June 3, 2023. Refer to the Company's ownership percentages shown below:
Ownership InterestMay 29, 2021May 30, 2020
Kvadrat Maharam Arabia DMCC0%50.0%
Kvadrat Maharam Pty Limited50.0%50.0%
Kvadrat Maharam Turkey JSC0%50.0%
Danskina B.V.0%50.0%
Global Holdings Netherlands B.V. (Maars)48.2%48.2%

Ownership InterestJune 3, 2023May 28, 2022
Kvadrat Maharam Pty Limited50.0%50.0%
Global Holdings Netherlands B.V. (Maars)48.2%48.2%
Kvadrat Maharam
The Kvadrat Maharam Pty Limited nonconsolidated affiliates areaffiliate is a distribution entities that areentity engaged in selling decorative upholstery, drapery and wall covering products. At May 29, 2021 and May 30, 2020, the Company's investment value in Kvadrat Maharam Pty was approximately equal to and $1.7 million more than the Company's proportionate share of the underlying net assets, respectively. This difference was driven by a step-up in fair value of the investment in Kvadrat Maharam Pty, stemming from the Maharam business combination. This amount is considered to be a permanent basis difference.

In fiscal 2020 the Company agreed to fully divest its interest in Kvadrat Maharam Arabia DMCC, Kvadrat Maharam Turkey JSC and Danskina B.V for approximately $3 million. The divestitures were completed in the first half of fiscal 2021.

Maars
On August 31, 2018, the Company acquired 48.2% of the outstanding equity of Global Holdings Netherlands B.V., which owns 100% of Maars Holding B.V. ("Maars”), a Harderwijk, Netherlands-based worldwide leader in the design and manufacturing of interior wall solutions. The Company acquired its 48.2% ownership interest in Maars for approximately $6.1 million in cash. The entity is accounted for using the equity method of accounting as the Company has significant influence, but not control, over the entity.

As of the August 31, 2018 acquisition date, the Company's investment value in Maars was $3.1 million more than the Company's proportionate share of the underlying net assets. This amount represented the difference between the price that the Company paid to acquire 48.2% of the outstanding equity and the carrying value of the net assets of Maars. Of this difference, $2.7 million is being amortized over the remaining useful lives of the assets, while $0.4 million is considered a permanent difference.

Herman Miller, Inc.In the fourth quarter of fiscal 2023, the Company determined the fair value was less than the carrying value and Subsidiaries66


concluded the impairment was other-than-temporary and recorded an impairment charge of approximately $1.0 million within Other income and expense in the Consolidated Statements of Comprehensive Income. At May 29, 2021,June 3, 2023, the Company's investment value in Maars is $2.5$1.0 million more than the Company's proportionate share of the underlying net assets, the total of which $2.1 million is being amortized over the remaining useful lives of the assets, while $0.4 million was considered a permanent basis difference.assets.

Transactions with Nonconsolidated Affiliates
Sales to and purchases from nonconsolidated affiliates were as follows for the periods presented below:
(In millions)May 29, 2021May 30, 2020June 1, 2019
Sales to nonconsolidated affiliates$1.0 $3.6 $3.9 
Purchases from nonconsolidated affiliates$0.3 $5.0 $23.0 

(In millions)June 3, 2023May 28, 2022May 29, 2021
Sales to nonconsolidated affiliates$2.8 $0.7 $1.0 
Purchases from nonconsolidated affiliates$— $0.6 $0.3 
Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below:
(In millions)(In millions)May 29, 2021May 30, 2020(In millions)June 3, 2023May 28, 2022
Receivables from nonconsolidated affiliatesReceivables from nonconsolidated affiliates$0.2 $0.6 Receivables from nonconsolidated affiliates$0.5 $0.3 
Payables to nonconsolidated affiliatesPayables to nonconsolidated affiliates$0.1 $Payables to nonconsolidated affiliates$— $— 
67


6. Short-Term Borrowings and Long-Term Debt
Long-term debt consisted of the following obligations:
(In millions)(In millions)May 29, 2021May 30, 2020(In millions)June 3, 2023May 28, 2022
Debt securities, 6.0%, due March 1, 2021$$50.0 
Debt securities, 4.95%, due May 20, 203049.9 49.9 
Syndicated Revolving Line of Credit, due August 2024225.0 490.0 
Syndicated revolving line of credit, due July 2026Syndicated revolving line of credit, due July 2026$426.7 $413.0 
Term Loan A, 7.0179%, due July 2026Term Loan A, 7.0179%, due July 2026370.0 390.0 
Term Loan B, 7.2679% due July 2028Term Loan B, 7.2679% due July 2028615.6 621.8 
Supplier financing programSupplier financing program2.2 1.4 Supplier financing program2.1 3.1 
Total debtTotal debt277.1  591.3 Total debt$1,414.4  $1,427.9 
Less: Unamortized discount and issuance costsLess: Unamortized discount and issuance costs(15.9)(19.4)
Less: Current debtLess: Current debt(2.2)(51.4)Less: Current debt(33.4)(29.3)
Long-term debtLong-term debt$274.9 $539.9 Long-term debt$1,365.1 $1,379.2 

In connection with the acquisition of Knoll, in July 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans. The Company's syndicated revolving line of credit provides the Company with up to $725 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $500 million syndicated revolving line of credit. The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $400 million and a seven-year senior secured loan "B" facility with an aggregate principal amount of $625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll, and to pay fees, costs, and expenses related thereto. In January 2023, the company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.
During 2022, the Company repaid $64 million of private placement notes due May 20, 2030, and recognized a loss of approximately $13.4 million on extinguishment of the debt ,which represented the premium on early redemption. The Company made principal payments on term loans "A" and "B" during the year ended June 3, 2023 in the amount of $20.0 million and $6.3 million, respectively and during the year ended May 28, 2022 in the amount of $10.0 million and $3.1 million, respectively.
Prior to July 2021, the Company's syndicated revolving line of credit provided the Company with up to $500 million in revolving variable interest borrowing capacity and included an "accordion feature" allowing the Company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $250 million. Outstanding borrowings would bear interest at rates based on the prime rate, federal funds rate, LIBOR or negotiated rates as outlined in the agreement. Interest iswas payable periodically throughout the period if borrowings arewere outstanding. 

In June 2020,The Company paid off the Company repaidoutstanding balance due on the $265 million draw on its syndicated revolving line of credit that was taken as a precautionary measure in March 2020 to provide additional near-term liquidity givenduring the uncertainty related to COVID-19. After the endfirst quarter of the quarter ended February 27, 2021, the Company repaid $50 million of private placement notes due March 1, 2021 with available cash on hand.

2022.
Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:
(In millions)May 29, 2021May 30, 2020
Syndicated revolving line of credit borrowing capacity$500.0 $500.0 
Less: Borrowings under the syndicated revolving line of credit225.0 490.0 
Less: Outstanding letters of credit9.8 9.4 
Available borrowings under the syndicated revolving line of credit$265.2 $0.6 

(In millions)June 3, 2023May 28, 2022
Syndicated revolving line of credit borrowing capacity$725.0 $725.0 
Less: Borrowings under the syndicated revolving line of credit426.7 413.0 
Less: Outstanding letters of credit14.1 15.4 
Available borrowings under the syndicated revolving line of credit$284.2 $296.6 
The unsecured 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 credit facility and Term Loan A, the Company has agreed to maintain certaina financial performance ratios, which includeratio, 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 3.5:4.25:1 for the trailing four quarter periods ending November 21, 2021, and the three immediately succeeding fiscal quarters, then 4.00:1 for the next four fiscal quarters, and 3.75:1 at the end of each fiscal quarter thereafter, except that the Company may elect, under certain conditions, to increase the maximum Leverage Ratio to 4:1 for four consecutive fiscal quartera
672021 Annual Report68


end dates. The covenants also require a minimum interest coverage ratio, which is measured bystep-up in the ratiocovenant level of 0.50 for the four subsequent trailing four quarter EBITDA to trailing four quarter interest expense (as defined in the credit agreement) and is required to be greater than 3.5:1.periods. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items. At May 29, 2021 and May 30, 2020,June 3, 2023 the Company was in compliance with all of these restrictions and performance ratios.

On May 20, 2020, the Company entered into a third amendment to its existing Private Shelf Agreement, dated December 14, 2010, as amended (together with the third amendment, the "Agreement"), between the Company and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and certain of its affiliates (collectively, “Prudential”). The Agreement providesprovided for a $150.0 million revolving facility, which includesincluded $50.0 million of unsecured senior notes that were repaid on March 1, 2021 (the "Existing Notes") and an additional $50.0 million aggregate principal amount of unsecured senior notes issued on May 20, 2020 (the "2020 Notes"). The 2020 Notes are due on May 20, 2030 and bear interest at a fixed annual coupon ratefacility were paid off with the new revolver and term loans entered in connection with the acquisition of 4.95%. The Company intends to use the proceeds of the 2020 Notes for general corporate purposes and/or to refinance existing indebtedness, including the Existing Notes. The Agreement also establishes an uncommitted shelf facility (the “Facility”), under which Prudential will consider one or more requests from the Company to purchase up to an additional $50.0 millionKnoll in aggregate amount of the Company’s senior unsecured notes from time to time. The interest rate on any future notes issued under the Facility will be based on the benchmark Treasury rate corresponding to the weighted average life of the notes, plus a spread as determined by Prudential. The Facility will expire on May 20, 2023.

July 2021.
Annual maturities of debt for the five fiscal years subsequent to May 29, 2021June 3, 2023 are as shown in the table below.
(In millions)
2022$2.2 
2023$
2024$
2025$225.0 
2026$
Thereafter$49.9 

Herman Miller, Inc. and Subsidiaries68


(In millions)
2024$33.4 
202541.3 
202646.2 
2027703.0 
20286.2 
Thereafter584.3 
Total$1,414.4 
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 the caption “Accounts payable”"Accounts payable" in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as a current debt, obligation. Accordingly, $2.2 million and $1.4 million have been recorded within the caption “Short-term"Short-term borrowings and current portion of long-term debt” fordebt". As of June 3, 2023, the periods ended May 29, 2021 and May 30, 2020, respectively.

Construction-Type Lease
During fiscal 2015,liability related to the Company entered into a lease agreement for the occupancy of a new studio facility in Palo Alto, California which runs through fiscal 2026. In fiscal 2017, the Company became the deemed owner of the leased building for accounting purposes as a result of the Company's involvement during the construction phase of the project. The lease was therefore accounted for as asupplier financing lease and the building and related financing liability were initially recorded at fair value in the Consolidated Balance Sheets within Construction in progress and Other accrued liabilities. During the first quarter of fiscal 2019, the construction was substantially completed, and the property was placed in service. As a result, the Company began depreciating the assets over their estimated useful lives. The Company also reclassified the related financing liability to Long-term debt. The carrying value of the building was $6.7 million and the related financing liability was $6.9 million at June 1, 2019. As a result of the adoption of ASC 842 in the first quarter of fiscal 2020, the Company derecognized its construction-type lease asset and financing liability and there was 0 related cumulative adjustment to retained earnings.

program is $2.1 million.
7. Leases
Accounting Policies
The Company has leases for retail studios,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.

For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

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.

The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

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 Operations and Comprehensive Income in the same line item as the expense arising from fixed lease payments for operating leases.

692021 Annual Report


Additionally, certain leases include renewal or termination options, which can be exercised at the Company’s discretion. Lease terms include the noncancelable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.

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.

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.

Leases
The Company's lease costs recognized in the Consolidated Statement of Income consist of the following:

Year EndedYear Ended
(In millions)June 3, 2023May 28, 2022
Operating lease costs$99.3 $89.4 
Short-term lease costs11.2 10.4 
Variable lease costs12.0 10.3 
Total$122.5 $110.1 
Year EndedYear Ended
(In millions)May 29, 2021May 30, 2020
Operating lease costs$50.3 $51.3 
Short-term lease costs3.2 2.6 
Variable lease costs*8.3 8.2 
Total$61.8 $62.1 
*NotIncluded in the Company's Right-of-use assets and Lease liabilities are variable lease costs, not included in the table above, for the year ended May 29, 2021 are variable lease costs of approximately $84.5 million for raw material purchases under certain supply arrangements that the Company has determined to meet the definition of a lease.lease:

Year EndedYear Ended
June 3, 2023May 28, 2022
Variable lease costs$96.2 $95.6 
During the fourth quarter of fiscal 2020,2023, the Company determined it was more likely than not that the fair value of certain right of use assets within the Global Retail reporting unit, specifically Fully, were below their carrying valuesvalue and assessed these assets for impairment. As
69


a result of this assessment, the Company recorded an impairment of $19.3$6.1 million in the Consolidated Statements of Comprehensive income.

At May 29, 2021,June 3, 2023, the Company has no financing leases. 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)(In millions)(In millions)
2022$42.3 
202342.4 
2024202439.1 2024$81.5 
2025202536.3 202592.3 
2026202628.6 202679.1 
2027202765.4 
2028202858.5 
ThereafterThereafter72.1 Thereafter185.0 
Total lease payments*Total lease payments*260.8 Total lease payments*$561.8 
Less interestLess interest25.2 Less interest91.0 
Present value of lease liabilitiesPresent value of lease liabilities$235.6 Present value of lease liabilities$470.8 
*Lease payments exclude $20.9$2.2 million of legally binding minimum lease payments for leases signed but not yet commenced, primarily related to a new DWR corporate office in Stamford, CT expected to be occupied in fiscal 2022.commenced.

The long-term portion of theSupplemental cash flow and other lease liabilities included in the amounts above is $196.9 million and the remainder of the lease liabilities are included in Other accrued liabilities in the Condensed Consolidated Balance Sheets.

As of May 29, 2021 and May 30, 2020, the weighted average remaining lease term for all operating leases was 7 years. The weighted average discount rate for operating leasesinformation as of May 29, 2021 and May 30, 2021 was 2.8%, and 3.1%, respectively.for periods indicated, includes (dollars in millions):
Herman Miller, Inc. and Subsidiaries70


During the years ended May 29, 2021 and May 30, 2020, the cash paid for leases included in the measurement of the liabilities and the operating cash flows was $45.3 million and $49.2 million, respectively. Right of use assets obtained in exchange for new liabilities was $58.1 million and $13.4 million for the years ended May 29, 2021 and May 30, 2020, respectively.

Year EndedYear Ended
June 3, 2023May 28, 2022
Weighted-average remaining lease term (in years)
Operating leases6.97.1
Weighted-average discount rate
Operating leases2.4 %1.9 %
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases$100.0 $85.7 
ROU assets obtained in exchange for new operating lease liabilities
Operating leases$63.0 $89.1 
8. Employee Benefit Plans
The Company maintains retirement benefit plans for substantially all of its employees.

Pension Plan
One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.

The Knoll subsidiary has one domestic defined-benefit pension plan covering eligible U.S. nonunion employees. The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.
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 plan:plans:
Pension Benefit
(In millions)20212020
Change in benefit obligation: 
Benefit obligation at beginning of year$126.5  $109.1 
Interest cost2.2 2.4 
Plan Amendments
Foreign exchange impact18.6 (2.9)
Actuarial (gain) loss (1)
(2.9)21.0 
Benefits paid(3.5)(3.1)
Benefit obligation at end of year$140.9  $126.5 
Change in plan assets:
Fair value of plan assets at beginning of year$88.1 $88.2 
Actual return on plan assets6.6 4.7 
Foreign exchange impact13.7 (2.0)
Employer contributions5.0 0.3 
Benefits paid(3.5)(3.1)
Fair value of plan assets at end of year$109.9 $88.1 
Funded status:
Under funded status at end of year$(31.0)$(38.4)
Components of the amounts recognized in the Consolidated Balance Sheets:
Current liabilities$$
Non-current liabilities$(30.9)$(38.3)
Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes:
Prior service cost$0.7 $0.7 
Unrecognized net actuarial loss (gain)$61.8 $63.2 
Accumulated other comprehensive loss$62.5 $63.9 
70


Pension Benefits
(In millions)20232022
DomesticInternationalDomesticInternational
Change in benefit obligation: 
Benefit obligation at beginning of year$152.6 $104.5  $— $140.9 
Acquisition of Knoll— — 189.8 — 
Interest cost6.1 3.1 3.9 2.4 
Expected Administrative Expenses0.6 — 0.5 — 
Loss related to settlement4.7 — 1.0 — 
Foreign exchange impact— (2.5)— (14.1)
Actuarial (gain) loss (1)
(18.2)(26.2)(28.0)(21.9)
Administrative expenses paid(0.7)— (0.5)— 
Benefits paid(7.2)(2.9)(4.2)(2.8)
Benefits paid related to settlement(14.1)— (9.9)— 
Benefit obligation at end of year$123.8 $76.0  $152.6 $104.5 
Change in plan assets:
Fair value of plan assets at beginning of year$144.0 $93.5 $— $109.9 
Acquisition of Knoll— — 175.4 — 
Actual return on plan assets(2.9)(9.1)(16.8)(6.9)
Foreign exchange impact(1.6)— (11.8)
Employer contributions7.2 4.5 — 5.0 
Actual expenses paid(0.7)— (0.5)— 
Benefits paid(21.3)(2.9)(14.1)(2.7)
Fair value of plan assets at end of year$126.3 $84.4 $144.0 $93.5 
Funded status:
Over (under) funded status at end of year$2.5 $8.4 $(8.6)$(11.0)
Components of the amounts recognized in the Consolidated Balance Sheets:
Current assets$— $— $— $— 
Non-current assets$2.5 $8.4 $— $— 
Current liabilities$— $— $— $— 
Non-current liabilities$— $— $8.6 $10.9 
Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes:
Prior service cost$— $0.4 $— $0.5 
Unrecognized net actuarial (gain) loss(4.4)25.7 (2.8)41.4 
Accumulated other comprehensive (gain) loss$(4.4)$26.1 $(2.8)$41.9 
(1) In fiscal 20212023 and 2020,2022, the net actuarial (gain) loss 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 planplans totaled $135.5$196.5 million and $123.9$250.1 million as of fiscal 20212023 and fiscal 2020,2022, respectively.

The following table is a summary of the annual cost of the Company's pension plan:plans:
Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss):
(In millions)202320222021
DomesticInternationalDomesticInternationalDomesticInternational
Interest cost$6.1 $3.1 $3.9 $2.4 $— $2.2 
Expected return on plan assets(8.3)(4.7)(7.3)(5.1)— (4.6)
Amortization of prior service costs(0.1)0.1 — 0.1 — 0.1 
Expected administrative expenses0.6 — 0.5 — — — 
Settlement related expenses(0.6)— (0.1)— — — 
Amortization of net loss/(gain)— 2.2 — 4.5 — 5.3 
Net periodic benefit (income) cost$(2.3)$0.7 $(3.0)$1.9 $— $3.0 
712021 Annual Report71


Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss):
(In millions)202120202019
Interest cost$2.2 $2.4 $2.7 
Expected return on plan assets(4.6)(4.4)(4.5)
Amortization of prior service costs0.1 0.1 0.1 
Amortization of net (gain)/loss5.3 3.2 2.7 
Net periodic benefit cost$3.0 $1.3 $1.0 

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
(In millions)20212020
Net actuarial (gain) loss$(4.9)$20.6 
Net amortization3.5 (4.8)
Total recognized in other comprehensive loss$(1.4)$15.8 

The net actuarial loss, included in accumulated other comprehensive loss (pretax), expected to be recognized in net periodic benefit cost during fiscal 2022 is $4.8 million.

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
(In millions)20232022
DomesticInternationalDomesticInternational
Net actuarial (gain) loss$(2.2)$(12.4)$(2.9)$(10.0)
Net amortization0.1 (3.4)0.1 (10.6)
Settlement charge0.6 — — — 
Total recognized in other comprehensive loss$(1.5)$(15.8)$(2.8)$(20.6)
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 planplans are as follows:
Weighted-average assumptions used in the determination of net periodic benefit cost:
(Percentages)202120202019
Discount rate1.66  2.39  2.87 
Compensation increase rate2.75 3.20 3.10 
Expected return on plan assets4.80  4.80  4.80 
Weighted-average assumptions used in the determination of the projected benefit obligations:
Discount rate1.99  1.66  2.39 
Compensation increase rate3.20  2.75  3.20 

Weighted-average assumptions used in the determination of net periodic benefit cost:
(Percentages)202320222021
DomesticInternationalDomesticInternationalDomesticInternational
Discount rate(1)
varies3.33  varies1.99  — 1.66 
Compensation increase rateN/A4.45 N/A3.20 — 2.75 
Expected return on plan assets6.80 4.80  5.10 4.80  — 4.80 
(1) Due to settlement activity during FYE 2023 in the domestic plan, there were two remeasurements as of 3/4/2023 and 6/3/2023. The discount rate for beginning of period is 4.40% and 5.18%, respectively. Due to settlement activity during fiscal year 2022, there were four remeasurements as of 8/28/2021, 11/27/2021, 2/26/2022, and 5/28/2022. The discount rate for beginning of period in fiscal 2022 is 2.90%, 2.89%, 3.00%, and 3.52% respectively.
Weighted-average assumptions used in the determination of the projected benefit obligations:
Discount rate5.17 5.34  4.40 3.33  — 1.99 
Compensation increase rateN/A3.00  N/A4.45  — 3.20 
The Company uses a full yield curve approach to estimate 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.

Plan Assets and Investment Strategies
The assets of the Company's employee benefit plan assetsplans 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 moving forward will be to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plans.

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 20212023 and asset categories for the Company's pension planplans for fiscal 20212023 and 20202022 are as follows:
Herman Miller, Inc. and Subsidiaries                                             72


Asset CategoryTargeted Asset Allocation PercentagePercentage of Plan Assets at Year End
2021202020212020
Fixed income31%35%32%37%
Common collective trusts69%65%68%63%
Total100%100%
(In millions)May 29, 2021
Asset CategoryLevel 1Level 2Total
Cash and cash equivalents0.7 0.7 
Foreign government obligations34.2 34.2 
Common collective trusts-balanced75.0 75.0 
Total$0.7 $109.2 $109.9 
(In millions)May 30, 2020
Asset CategoryLevel 1Level 2Total
Foreign government obligations31.4 31.4 
Common collective trusts-balanced56.7 56.7 
Total$$88.1 $88.1 
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Targeted Asset Allocation Percentage
Asset Category20232022
DomesticInternationalDomesticInternational
Fixed income70%33%46%33%
Common collective trusts30%67%54%67%
Total100%100%100%100%
Percentage of Plan Assets at Year End
20232022
DomesticInternationalDomesticInternational
Fixed income70%38%45%36%
Common collective trusts30%62%55%64%
Total100%100%100%100%
Domestic
(In millions)June 3, 2023
Asset CategoryLevel 1Level 2Total
Cash and cash equivalents$2.1 $— $2.1 
U.S. government securities— 17.5 17.5 
Corporate bonds— 68.8 68.8 
Common collective trusts-balanced— 37.9 37.9 
Total$2.1 $124.2 $126.3 
International
(In millions)June 3, 2023
Asset CategoryLevel 1Level 2Total
Cash and cash equivalents$5.6 $— $5.6 
Foreign government obligations— 26.1 26.1 
Common collective trusts-balanced— 52.7 52.7 
Total$5.6 $78.8 $84.4 
May 28, 2022
(In millions)Domestic
Asset CategoryLevel 1Level 2Total
Cash and cash equivalents$2.4 $— $2.4 
U.S. government securities— 10.3 10.3 
Foreign government obligations— 51.8 51.8 
Common collective trusts-balanced— 79.5 79.5 
Total$2.4 $141.6 $144.0 
May 28, 2022
(In millions)International
Asset CategoryLevel 1Level 2Total
Cash and cash equivalents$4.5 $— $4.5 
Foreign government obligations— 29.3 29.3 
Common collective trusts-balanced— 59.7 59.7 
Total$4.5 $89.0 $93.5 
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 20212023 and fiscal 2020,2022, the Company made total cash contributions of $5.4$11.7 million and $5.0 million, respectively, to its benefitpension plans.
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The Company expects to contribute approximately $5.8$4.6 million to our benefitits pension plans in fiscal 2022.2024. The following represents a summary of the benefits expected to be paid by the plans in future fiscal years. These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at May 29, 2021.June 3, 2023.
(In millions)(In millions)Pension Benefits(In millions)Pension Benefits
2022$3.9 
2023$3.9 
DomesticInternational
20242024$4.0 2024$8.4 $2.8 
20252025$4.0 2025$9.5 $3.2 
20262026$4.1 2026$9.8 $3.1 
2027-2031$21.3 
20272027$9.8 $5.1 
20282028$9.6 $3.9 
2029-20332029-2033$45.1 $24.8 

Profit Sharing, 401(k) Plan and Core Contribution
Substantially all of the Company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the Herman Miller, Inc. profit sharingMillerKnoll Retirement Plan and 401(k) plan (the "plan").the Knoll Retirement Savings Plan. Employees under the plan are eligible to begin participating on their date of hire. Effective June 2017,The Company contributes to the Company matches 100 percent of employeeplans as matching contributions to their 401(k) accounts up to 3 percent of their pay which was subsequently increased to 4 percent in September 2017 for all eligible employees. A core contribution of 4 percent is also included for most participantsa certain percentage of the plan. There was an additional 1 percent contribution addedparticipant’s salary deferral, subject to the quarterly Core Contribution for the quarter prior to the increased Employer Matching Contribution effective September 3, 2017. During the fourth quarter of fiscal 2020, the Company elected to temporarily suspend the Company's Core Contribution and 401(k) matches in order to reduce costs and preserve liquidity. The Company reinstated the previously suspended employer-paid retirement plan contributionscertain limitations defined in the fourth quarter of fiscal 2021,plan documents. The Company’s other defined contribution retirement plans may provide for matching contributions, non-elective contributions and has also elected to make a catch-up contribution fordiscretionary contributions as declared by management. Effective January 1, 2023, the employer-paid retirement plan contributions that were suspended for a majority of fiscal 2020.Knoll Retirement Savings Plan was merged into the MillerKnoll Retirement Plan.

There were 0 Herman Miller, Inc. profit sharing contributions made in fiscal 2021, fiscal 2020 or fiscal 2019. The expense recorded for the Company's 401(k) matching and coreother discretionary contributions was $23.7$32.4 million, $22.2$36.3 million and $25.4$23.7 million in fiscal years 2023, 2022 and 2021, 2020 and 2019, respectively.

9. Common Stock and Per Share Information
The following table reconciles the numerators and denominators used in the calculations of basic and diluted EPS for each of the last three fiscal years:
(In millions, except shares)202120202019
Numerator:  
Numerator for both basic and diluted EPS, Net earnings (loss) attributable to Herman Miller, Inc.$173.1  $(9.1) $160.5 
 
Denominator:
Denominator for basic EPS, weighted-average common shares outstanding58,931,268  58,920,653  59,011,945 
Potentially dilutive shares resulting from stock plans458,330   369,846 
Denominator for diluted EPS59,389,598  58,920,653  59,381,791 

Herman Miller, Inc. and Subsidiaries74


(In millions, except shares)202320222021
Numerator:  
Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc.$42.1  $(27.1) $174.6 
Denominator:
Denominator for basic EPS, weighted-average common shares outstanding75,478,000  73,160,212  58,931,268 
Potentially dilutive shares resulting from stock plans546,368  —  458,330 
Denominator for diluted EPS76,024,368  73,160,212  59,389,598 
Equity awards of 207,3652,119,223 shares, 142,2241,245,988 shares and 218,037207,365 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended June 3, 2023, May 28, 2022 and May 29, 2021, May 30, 2020 and June 1, 2019, respectively, because they were anti-dilutive.

Common Stock
The Company has a share repurchase plan authorized by the Board of Directors on January 16, 2019, which provides a share repurchase authorization of $250.0$250.0 million with no specified expiration date. The approximate dollar value of shares available for purchase under the plan at May 29, 2021June 3, 2023 was $236.7$204.5 million. During fiscal year 2021, 2020,2023, 2022, and 2019,2021, shares repurchased and retired under the currentrepurchase plan totaled 575,207, 390,010, and past repurchase plans totaled 38,931641,192, and 1,326,023 shares respectively.

10. Stock-Based Compensation
The Company utilizes equity-basedstock-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 restrictedunits, performance stock units, deferred stock units, and performance share units. Therestricted shares. For all stock-based compensation plans, the Company issues shares in connection with its share-based compensation plans from authorized but unissued shares.shares to fulfill plan terms.

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Since the inception of the employee stock purchase plan, 3,666,018 shares of common stock have been authorized for issuance and 246,338 shares remain available for future purchases as of June 3, 2023. At May 29, 2021June 3, 2023, there were 8,164,945 shares authorized for issuance under active long-term incentive compensation plans: 7,182,670 shares authorized under the various stock-based compensation plans.The Company also offers a stock purchase planMillerKnoll, Inc. 2020 Long Term Incentive Plan (the "LTIP") and 982,275 shares authorized under the Knoll, Inc. 2021 Stock Incentive Plan, (the "SIP"), as amended. There were 3,327,940 shares available for its domesticissuance under the LTIP and certain international employees.530,684 under the SIP as of June 3, 2023.

Valuation and Expense Information
The Company measures the cost of employee services received in exchange for an award of equity instruments based on their grant-datethe fair market value.value of the award on the date of grant. This costcompensation expense is recognized over the requisite service period, which includes any applicable performance period.

Certain of the Company's equity-basedCompany 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. Pre-taxExcluding fully vested and non-forfeitable deferred stock units described under "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)(In millions)May 29, 2021May 30, 2020June 1, 2019(In millions)June 3, 2023May 28, 2022May 29, 2021
Employee stock purchase programEmployee stock purchase program$0.4 $0.3 $0.3 Employee stock purchase program$0.5 $0.5 $0.4 
Stock option plans3.7 0.6 (0.4)
Stock optionsStock options5.7 3.6 3.7 
Restricted stock unitsRestricted stock units4.1 3.9 4.6 Restricted stock units9.4 15.3 4.1 
Performance share unitsPerformance share units0.8 (2.1)2.8 Performance share units3.5 2.8 0.8 
Restricted stock awardsRestricted stock awards1.1 9.2 — 
TotalTotal$9.0 $2.7 $7.3 Total$20.2 $31.4 $9.0 
Tax benefitTax benefit$2.0 $0.5 $1.6 Tax benefit$4.9 $7.7 $2.0 
As of May 29, 2021,June 3, 2023, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $13.7$11.5 million. The weighted-average period over which this amount is expected to be recognized is 1.5 years.0.9 year.

General terms, activity, and valuation methodology for each of the Company's stock-based compensation plans are as follows:
Employee Stock Purchase Program
UnderThe Company has an employee stock purchase plan (“ESPP”) which allows for eligible employees to participate in the termspurchase of shares of the Company's Employee Stock Purchase Plan, 4 million shares of authorizedCompany’s common stock were reserved for purchase by plan participants at 85 percenta price equal to 85% of the market price.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 employee stock purchase planESPP were 185,551, 87,562, and 71,468 70,145, and 62,957 forduring the fiscal years ended 2021, 20202023, 2022 and 20192021 respectively.

Stock Options
The Company grants options to purchase the Company's stock to certain key employees and non-employee directors under its Long-Term Incentive Plan, as amended (the "LTIP") at a price not less than the market price of the Company's common stock on the date of grant.LTIP. Under the current award program, all options become exercisable between one
752021 Annual Report


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, withand the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period.
75


In fiscal 2023, there was one stock option valuation date, but two valuations. In fiscal 2022, there were two stock option valuation dates. In fiscal 2021, there was one stock option valuation date, but two valuations. In fiscal 2020 were no stock option grants awarded to employees or non-employee directors. In fiscal 2019 there were two separate stock option valuation dates. Therefore, the table below has been presented with the assumptions relevant to each valuation date. The Company generally estimated the fair value of employee stock options on the date of grant using the Black-Scholes model.model; however, 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:
202120202019
Risk-free interest rates (1)
2.30-2.47% N/A 2.65-2.70%
Expected term of options (2)
3.8-4.1 years N/A 4.4 years
Expected volatility (3)
43-44% N/A 27 %
Dividend yield (4)
1.99 % N/A 2.18-2.33%
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$6.10 N/A$8.05 
Granted with exercise prices greater than the fair market value of the stock on the date of grant$5.62 N/AN/A
202320222021
Valuation Method
Hull-White I(1)
Black-ScholesBlack-ScholesBlack-Scholes
Risk-free interest rates (2)
2.91%3.01% 0.47% 0.23-0.25%
Hull-White I barrier(3)
1.36N/AN/AN/A
Expected term of options (4)
N/A3.4 years 3.3 years 3.8-4.1 years
Expected volatility (5)
37.09%51.58% 49.03% 43-44%
Dividend yield (6)
2.52 %2.50 % 1.64 % 1.99 %
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 grantN/A$9.43 $13.87-$14.36$6.10 
Granted with exercise prices greater than the fair market value of the stock on the date of grant$5.74 N/AN/A$5.62 
(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.
(2)(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.
(3)(5) The blended volatility approach was used. 90% term-matched historical volatility from daily stock prices and 10% percent weighted average implied volatility from the 90 days preceding the grant date.
(4)(6) Represents the quarterly dividend divided by the three-month average stock price as of July 7 and 12, 2022, July 9, 2021, and February 28, 2020.

2023, for 2022 and 2021, respectively.
The following is a summary of the transactions under the Company's stock option plan:activity during fiscal 2023:
Shares Under OptionWeighted-Average Exercise Prices
Aggregate Intrinsic Value
(in millions)
Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 30, 2020361,416 $32.80 $0.2 5.8
     Granted at market1,409,792 $22.9 
Exercised(86,238)$30.81 
Forfeited or expired(11,598)$22.53 
Outstanding at May 29, 20211,673,372 $24.63  $38.8 8.56
Ending vested + expected to vest1,673,372 $24.63 $38.8 8.56
Exercisable at end of period230,462 $32.55 $3.5 5.35

Shares Under OptionWeighted-Average Exercise Prices
Aggregate Intrinsic Value
(in millions)
Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 28, 20221,716,593 $26.83 $10.4 7.7
     Granted544,299 32.25 
Exercised(49,482)20.44 
Forfeited or expired(7,210)22.86 
Outstanding at June 3, 20232,204,200 28.33  — 7.3
Exercisable at end of period1,088,713 $26.57 $— 6.5
The weighted-average remaining recognition period of the outstanding stock options at May 29, 2021June 3, 2023 was 1.620.54 years. The total pre-tax intrinsic value of options exercised during fiscal 2023, 2022 and 2021 2020 and 2019 was $0.5$0.4 million, $5.5$1.8 million and $3.3$0.5 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, which would have been received by the option holders had all option holders exercisedoptions were not in-the-money options as of that date. Total cash received during fiscal 20212023 from the exercise of stock options was approximately $3$1.0 million.

Restricted Stock Units
The Company grants time-based restricted stock units to certain key employees under its LTIP. This program provides that the actual number of restricted stock units awarded is based on the value of a portion of the participant's long-term incentive compensation divided by the fair value of the Company's stock on the date of grant. TheCurrently outstanding awards generally cliff-vest afteror vest ratably over a three-year service period, with proratedperiod. Prorated vesting occurs under certain circumstances and full or partial accelerated vesting occurs upon retirement. Awards granted in fiscal 20212023 had a graded vesting schedule of 25%, 25%, and 50% after the first, second, and third year, 25% after the second year, and the remaining 50% after the third year.respectively. Each restricted stock unit represents 1one equivalent share of the Company's common stock to be awarded,issued, free of restrictions, after the vesting period. Compensation expense related to these awards is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period, which includes any
Herman Miller, Inc. and Subsidiaries76


applicable performance period. Dividend equivalent awardsreinvestment units are credited quarterly.on the dividend payable date and vest with the underlying shares. The units do not entitle participants to the rights of stockholdersholders of common stock, such as voting rights, until shares are issued after vesting.
772021 Annual Report76


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.
The following is a summary of restricted stock unit transactions for theactivity during fiscal years indicated:2023:
Share
Units
Weighted Average
Grant-Date
Fair Value
Aggregate Intrinsic Value (in millions)
Weighted-Average
Remaining Contractual
Term (Years)
Outstanding at May 30, 2020243,774 $37.02  $5.6  1.3
Granted307,652 $26.71   
Forfeited(6,955)$32.36   
Released(60,460)$33.98   
Outstanding at May 29, 2021484,011 $30.84  $23.1  1.4
Ending vested + expected to vest484,011 $30.84  $23.1  1.4

Share
Units
Weighted Average
Grant-Date
Fair Value
Aggregate Intrinsic Value (in millions)
Weighted-Average
Remaining Contractual
Term (Years)
Outstanding at May 28, 2022576,382 $37.33  $17.8  1.1
Granted406,720 27.76   
Forfeited(79,027)33.54   
Released(219,734)38.46   
Outstanding at June 3, 2023684,341 $31.83  $9.9  1.0
The weighted-average remaining recognition period of the outstanding restricted stock units at May 29, 2021,June 3, 2023, was 1.41.1 years. The fairtotal market value of the share units that vested during the twelve months ended May 29, 2021,June 3, 2023, was $1.5$6.0 million. In addition, $74 thousand in accrued cash dividends were paid upon vesting of the underlying shares of converted Knoll awards. The weighted averageweighted-average grant-date fair value of restricted stock units granted during 2023, 2022, and 2021 2020,was $27.76, $44.25, and 2019 was $26.71, $44.70 and $37.81 respectively.

The intrinsic value presented above includes $60 thousand in accrued cash dividends on the underlying shares of outstanding converted Knoll restricted stock unit awards.
Performance ShareStock Units
The Company grants performance-based restricted stock units, commonly referred to as performance sharestock units, to certain key employees under its LTIP. The numberLTIP that vest subject to the satisfaction of units initially awarded was based on the value of a portion of the participant's long-term incentive compensation, divided by the fair valuepre-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. 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 grant. EachKnoll, Inc. on July 19, 2021, outstanding performance stock unit represents 1awards 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 sharestock units iswill be determined based on the Company'sattainment of a pre-established financial performancemetric over the related three-yeara five-year service period orending December 31, 2023. The converted units do not entitle participants to the Company's financial performance based on certain total shareholder return resultsrights of holders of common stock, such as comparedvoting rights, until shares are issued after vesting. Performance stock units awarded under Knoll stock compensation plans are entitled to a selected group of peer companies. Compensation expense is determined baseddividend rights, and dividend equivalents are accrued on the grant-date fair value anddividend record date. Upon vesting of the number of commonunderlying shares, projected to be issued and is recognized over the requisite service period.

accrued dividend equivalents are paid in cash.
The following is a summary of performance sharestock unit transactions for theactivity during fiscal years indicated:2023:
Share
Units
Weighted Average Grant-Date Fair ValueAggregate Intrinsic Value (in millions)Weighted-Average Remaining Contractual Term (Years)
Share
Units
Weighted Average Grant-Date Fair ValueAggregate Intrinsic Value (in millions)Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 30, 2020384,537 $37.95 $8.9  1.3
Outstanding at May 28, 2022Outstanding at May 28, 2022364,087 $42.75 $11.3  0.9
GrantedGranted84,989 $37.21  Granted172,645 27.30  
ForfeitedForfeited(52,914)$24.76  Forfeited(179,631)44.70  
ReleasedReleased(48,553)$23.67 Released(6,130)31.23 
Outstanding at May 29, 2021368,059 $41.54 $17.6  1.1
Ending vested + expected to vest368,059 $41.54 $17.6  1.1
Outstanding at June 3, 2023Outstanding at June 3, 2023350,971 $34.41 $5.2  1.2
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The weighted-average remaining recognition period of the outstanding performance sharestock units at May 29,June 3, 2023, was 0.68 years. The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended June 3, 2023, was $167 thousand; no additional shares were vested in fiscal 2023. The weighted-average grant-date fair value of performance stock units granted during fiscal 2023, 2022, and 2021 was 1.3$27.30, $43.06, and $37.21, respectively. The intrinsic value presented above includes $0.2 million in accrued cash dividends on the underlying shares of outstanding converted Knoll performance stock unit awards.
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.
The following is a summary of restricted stock activity during fiscal 2023:
Share UnitsWeighted-Average Grant-Date Fair Value
Outstanding at May 28, 2022219,989$44.36 
Granted— — 
Forfeited(39,839)44.18 
Released(145,407)44.35 
Outstanding at June 3, 202334,743$44.36 
The weighted-average remaining recognition period of the outstanding restricted stock award shares at June 3, 2023 was 0.7 years. The fairtotal market value for shares that vested during the twelve months ended May 29, 2021,June 3, 2023, was 1.1$3.7 million. This includes $0.5 million of convertedKnoll awards for which, due to change-in-control provisions, vesting was accelerated. In addition, $0.4 million in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards. The weighted averageweighted-average grant-date fair value of performance share unitsrestricted stock awards granted during 2021, 2020, and 2019fiscal 2022 was $37.21, $45.71, and $36.37 respectively.

$44.36 per share. There were no restricted stock awards granted in fiscal 2023 or fiscal 2021. Accrued cash dividends on the underlying shares reported above for outstanding converted Knoll restricted stock awards total $60 thousand.
Executive Deferred Compensation Plan
The Herman Miller,MillerKnoll, Inc. Executive Equalization Retirement Plan, as amended (the "Executive Equalization Plan"), is a supplemental deferred compensation plan andthat 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 Executive Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50 percent50% of their base salary and up to 100 percent100% 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 ($290,000330,000 in 2021)2023). The Company does not guarantee a rate of return for these funds.amounts deferred pursuant to this plan. Instead, participants make investment elections for their deferrals and Company contributions.contributions which are subject to market conditions. Investment options are closely aligned to those available under the Herman Miller Profit Sharing and 401(k) Plan.
Herman Miller, Inc. and Subsidiaries78


The Nonemployee Officer and Director Deferred CompensationMillerKnoll Retirement Plan, allows the Board of Directors ofexcept for the Company to defer a portion of their annual director fee. Investment options are the same as those available under the Herman Miller Profit Sharing and 401(k) Plan, including Company stock.

stock fund.
In accordance with the terms of the Executive Equalization Plan and Nonemployee Officerthe Director Plan described below, participant deferrals and Director Deferred Compensation Plan, the salary and bonus deferrals, Company contributions and director fee deferrals 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. Investment asset realizedRealized 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
78


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 Netnet earnings in the Consolidated Statements of Comprehensive Income.

Director Fees and Director Deferred Compensation Plan
CompanyThe Company's non-employee directors may elect to receive their director fees in one or more of the following forms: cash, deferred compensation in the form of shares or other selected investment funds,cash, unrestricted Company stockshares at the market value at the date of election orgrant, stock options, thator shares of common stock to be received on a deferred basis, as described below. Stock options granted as director compensation vest in one1 year, and expire in 10 years. Theyears, and have an exercise price equal to the fair market value of the Company's common stock options granted mayon the date of grant. Beginning in January 2022, not be less than 50% of annual director fees must be paid in the form of Company equity.
The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account.
In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except for the Company stock fund. 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 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. UnderEach time a dividend is paid on the plan,Company's common stock, the Board members receiveddirector 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 2023, 25,230 deferred stock units were credited to directors pursuant to the Director Plan. The total fair value of deferred stock units issued during fiscal year 2023 was $0.6 million. At June 3, 2023, there were 41,824 deferred stock units outstanding. All of which are vested, with an aggregate intrinsic value of $0.6 million. The weighted-average grant date fair value of deferred stock units granted during 2023 and 2022 was $22.73 and $37.34 per share, respectively.
All amounts deferred by directors pursuant to the Director Plan are fully vested and nonforfeitable.
The following shares or options inamounts and types of Company equity were issued to non-employee directors during the fiscal years indicated:
202120202019
Shares of common stock3,013  7,769  10,185 
Shares through the deferred compensation program 1,045  7,619 

202320222021
Shares of common stock27,785  23,255  3,013 
Deferred stock units pursuant to the Director Plan25,230 15,664 
Stock options— — — 
11. Income Taxes
The components of (loss) earnings before income taxes are as follows:
(In millions)(In millions)202120202019(In millions)202320222021
DomesticDomestic$133.2  $(75.6) $136.2 Domestic$(90.3) $(142.4) $135.1 
ForeignForeign93.2  62.2  58.9 Foreign141.7  133.8  93.2 
TotalTotal$226.4  $(13.4) $195.1 Total$51.4  $(8.6) $228.3 
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The provision (benefit) for income taxes consists of the following:
(In millions)202120202019
Current: Domestic - Federal$13.2  $12.0  $19.0 
Domestic - State5.2  5.7  6.4 
Foreign22.8  13.3  12.9 
41.2  31.0  38.3 
Deferred: Domestic - Federal10.1 (16.8)1.0 
Domestic - State1.3 (3.9)(0.2)
Foreign(4.7)(4.3)0.5 
6.7 (25.0)1.3 
Total income tax provision$47.9  $6.0  $39.6 

(In millions)202320222021
Current:Domestic - Federal$4.2  $(3.8) $13.2 
Domestic - State2.2  0.2  5.2 
Foreign42.3  38.1  22.8 
48.7  34.5  41.2 
Deferred:Domestic - Federal(32.5)(12.2)10.4 
Domestic - State(4.4)(5.0)1.4 
Foreign(7.3)(6.2)(4.7)
(44.2)(23.4)7.1 
Total income tax provision$4.5  $11.1  $48.3 
The following table represents a reconciliation of income taxes at the United States statutory rate of 21% with the effective tax rate as follows:
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(In millions)202120202019
Income taxes computed at the United States Statutory rate$47.5  $(2.8) $41.0 
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax benefit5.6 1.4 4.9 
Non-deductible goodwill impairment17.1 
Gain on consolidation of equity method investments(5.5)
U.S. tax liability on undistributed foreign earnings due to the Tax Act(2.6)
Foreign-derived intangible income(2.1)(1.4)(3.1)
Global intangible low-taxed income7.9 5.9 6.9 
Foreign statutory rate differences2.6 0.7 1.9 
Research and development incentives(3.2)(4.4)(5.3)
Foreign offshore income claim(0.7)(1.7)(0.7)
Foreign tax credit(10.3)(5.8)(5.7)
Foreign withholding taxes and other miscellaneous foreign taxes1.0 2.7 0.8 
Other, net(0.4)(0.2)1.5 
Income tax expense$47.9  $6.0  $39.6 
Effective tax rate21.2 %(44.9)%20.3 %

(In millions)202320222021
Income taxes computed at the United States Statutory rate$10.8  $(1.8) $47.9 
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax benefit(1.0)(4.0)5.6 
Non-deductible officers' compensation0.9 5.3 0.5 
Foreign-derived intangible income(1.7)— (2.1)
Foreign-based company income5.1 3.1 2.1 
Global intangible low-taxed income9.4 15.2 7.9 
Foreign statutory rate differences2.3 4.1 2.6 
Research and development incentives(4.0)(4.8)(3.2)
Federal return to provision adjustments(4.1)(0.6)(0.4)
Foreign tax credit(15.6)(8.8)(10.3)
Foreign withholding taxes and other miscellaneous foreign taxes1.2 2.4 1.0 
Change in valuation allowance against deferred tax assets1.3 0.4 (2.1)
Other, net(0.1)0.6 (1.2)
Income tax expense$4.5  $11.1  $48.3 
Effective tax rate8.8 %(130.1)%21.2 %
Herman Miller, Inc. and Subsidiaries                                             80


The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at May 29, 2021June 3, 2023 and May 30, 2020,28, 2022, are as follows:
(In millions)(In millions)20212020(In millions)20232022
Deferred tax assets:Deferred tax assets:Deferred tax assets:
Compensation-related accrualsCompensation-related accruals$11.1 $14.2 Compensation-related accruals$15.2 $15.3 
Capitalized research and experimental costsCapitalized research and experimental costs17.6 — 
Accrued pension and post-retirement benefit obligationsAccrued pension and post-retirement benefit obligations9.2 9.6 Accrued pension and post-retirement benefit obligations0.4 7.1 
Deferred revenueDeferred revenue5.5 3.7 Deferred revenue5.6 6.9 
Inventory relatedInventory related3.7 3.9 Inventory related16.1 10.0 
Other reserves and accrualsOther reserves and accruals7.5 7.9 Other reserves and accruals10.9 12.3 
WarrantyWarranty14.1 14.0 Warranty18.0 17.8 
State and local tax net operating loss carryforwards and creditsState and local tax net operating loss carryforwards and credits1.5 2.5 State and local tax net operating loss carryforwards and credits4.7 7.2 
Federal net operating loss carryforwardFederal net operating loss carryforward1.1 1.2 Federal net operating loss carryforward5.2 3.6 
Federal and state nondeductible interest expense carryforwardFederal and state nondeductible interest expense carryforward7.9 1.0 
Foreign tax net operating loss carryforwards and creditsForeign tax net operating loss carryforwards and credits8.9 8.4 Foreign tax net operating loss carryforwards and credits14.2 15.9 
Accrued step rent and tenant reimbursementsAccrued step rent and tenant reimbursements0.6 0.7 Accrued step rent and tenant reimbursements0.7 1.0 
Interest rate swap3.5 6.1 
Lease liabilityLease liability57.0 52.5 Lease liability109.6 109.0 
OtherOther6.9 6.9 Other5.1 6.0 
SubtotalSubtotal130.6 131.6 Subtotal231.2 213.1 
Valuation allowanceValuation allowance(8.9)(10.6)Valuation allowance(12.7)(11.7)
TotalTotal$121.7 $121.0 Total$218.5 $201.4 
Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:
Book basis in property in excess of tax basisBook basis in property in excess of tax basis$38.0 $32.0 Book basis in property in excess of tax basis$64.0 $72.3 
Intangible assetsIntangible assets46.5 43.6 Intangible assets196.3 206.8 
Interest rate swapInterest rate swap14.1 8.0 
Right of use lease assetsRight of use lease assets49.1 44.7 Right of use lease assets99.1 100.5 
Withholding taxes on planned repatriation of foreign earningsWithholding taxes on planned repatriation of foreign earnings5.8 8.3 
OtherOther3.6 3.4 Other2.3 2.8 
TotalTotal$137.2 $123.7 Total$381.6 $398.7 
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 29, 2021,June 3, 2023, the Company had state and local tax NOL carry-forwards of $19.7$67.7 million, the state tax benefit of which is $1.1$4.1 million, which have various expiration periods from 1 year to 21 years.an unlimited term. The Company also had state credits with a state tax benefit of $0.4$0.6 million, which expire in 12 to 65 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 $0.7 million.

At May 29, 2021,June 3, 2023, the Company had federal NOL carry-forwards of $5.2$24.6 million, the tax benefit of which is $1.1$5.2 million, which expire in 8 years.have expiration periods from 6 years to an unlimited term. For financial statement purposes, the NOL carry-forwards have been recognized as deferred tax assets.

At May 29, 2021,June 3, 2023, the Company had federal deferred assets of $0.8$1.3 million, the tax benefit of which is $0.2$0.3 million, which is related to an investment in a foreign joint venture. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $0.2$0.3 million.

At May 29, 2021,June 3, 2023, the Company had foreign net operating loss carry-forwards of $36.1$52.6 million, the tax benefit of which is $8.6$13.5 million, which have expiration periods from 75 years to an unlimited term. The Company also had foreign tax credits with a tax benefit of $0.3$0.7 million which will expire in 11have expiration periods from 8 to 10 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 $7.3$11.0 million.

812021 Annual Report


At May 29, 2021,June 3, 2023, the Company had foreign deferred assets of $4.0$2.6 million, the tax benefit of which is $0.7 million, which is related to various deferred taxes in Hong KongCanada, 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 $0.7 million.
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The Company intends to repatriate $107.0$169.4 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 $0.7$5.8 million. A significant portion of this cash was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA)either as one-time U.S. tax liability on undistributed foreign earnings.earnings or GILTI. The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $200.1$282.2 million on May 29, 2021.June 3, 2023. 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 1, 2019May 29, 2021$1.9 
Increases related to current year income tax positions0.32.1 
Decreases related to prior year income tax positions(0.1)
Decreases related to lapse of applicable statute of limitations(0.2)
Balance at May 30, 2020$1.9 
Increases related to current year income tax positions0.1 
Increases related to prior year income tax positions0.40.5 
Decreases related to lapse of applicable statute of limitations(0.3)
Balance at May 29, 202128, 2022$2.12.3 
Increases related to current year income tax positions0.1 
Decreases related to lapse of applicable statute of limitations(0.6)
Decreases related to settlements(0.2)
Balance at June 3, 2023$1.6 

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 29, 2021May 30, 2020June 1, 2019
Interest and penalty expense (income)$0.1 $0.1 $(0.3)
Liability for interest and penalties$0.9 $0.8 

(In millions)June 3, 2023May 28, 2022May 29, 2021
Interest and penalty (income) expense$(0.2)$— $0.1 
Liability for interest and penalties$0.7 $0.9 $0.9 
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a result of new positions that may be taken on income tax returns, settlement of tax positions and the closing of statutes of limitation. It is not expected that any of the changes will be material to the Company's Consolidated Statements of Comprehensive Income.

During the year, the returnsreturn for fiscal years 2018 through 2020 haveyear 2022 has been fully accepted by the Internal Revenue Service under the Compliance Assurance Process (CAP) and the Company is awaiting final closing documentation. Knoll’s federal consolidated returns related to calendar years 2019 and 2020 have also been selected for examination by the Internal Revenue Service. For the majority of the remaining tax jurisdictions, the Company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2018.

2020.
Herman Miller, Inc. and Subsidiaries                                             82


12. Fair Value
The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, foreign currency exchange contracts, redeemable noncontrolling interests, indefinite-lived intangible assets, and right of use assets. The Company's financial instruments, other than long-term debt, are recorded at fair value.

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 29, 2021May 30, 2020
Carrying value$277.1 $591.3 
Fair value$284.8 $594.0 

(In millions)June 3, 2023May 28, 2022
Carrying value$1,414.4 $1,427.9 
Fair value$1,378.2 $1,364.7 
The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period:

Cash and cash equivalents — The Company invests excess cash in short term investments in the form of commercial paper and money market funds. Commercial paper is valued at amortized costs while money market funds, which are valued using net asset value ("NAV").

Mutual Funds-equity — The Company's equity securities primarily include equity mutual funds. The equity mutual fund investments are recorded at fair value using quoted prices for similar securities.

Deferred compensation plan — The Company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities.

Foreign currency exchange contracts — The Company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. These forward contracts are not designated as hedging instruments.

The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of May 29, 2021June 3, 2023 and May 30, 2020:28, 2022:
(In millions)May 29, 2021May 30, 2020
Financial AssetsNAVQuoted Prices With Other Observable Inputs (Level 2)NAVQuoted Prices With Other Observable Inputs (Level 2)
Cash equivalents:
Money market funds$162.2 $$283.7 $
Mutual funds - equity— 0.8 — 0.7 
Foreign currency forward contracts— 1.6 — 1.1 
Deferred compensation plan— 16.1 — 13.2 
Total$162.2 $18.5 $283.7 $15.0 
Financial Liabilities
Foreign currency forward contracts$— $0.1 $— $0.8 
Total$— $0.1 $— $0.8 

(In millions)June 3, 2023May 28, 2022
Financial AssetsNAVQuoted Prices With Other Observable Inputs (Level 2)NAVQuoted Prices With Other Observable Inputs (Level 2)
Cash equivalents:
Money market funds$17.3 $— $31.8 $— 
Foreign currency forward contracts— 1.3 — 0.4 
Deferred compensation plan— 16.3 — 15.0 
Total$17.3 $17.6 $31.8 $15.4 
Financial Liabilities
Foreign currency forward contracts$— $1.8 $— $1.0 
Total$— $1.8 $— $1.0 
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:

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Mutual funds-fixed income — The Company's fixed-income securities primarily include fixed income mutual funds and government obligations. These investments are recorded at fair value using quoted prices for similar securities.

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 29, 2021June 3, 2023 and May 30, 2020.28, 2022.
(In millions)May 29, 2021May 30, 2020
Financial AssetsQuoted Prices with Other Observable Inputs (Level 2)Quoted Prices with Other Observable Inputs (Level 2)
Mutual funds - fixed income$6.9 $6.3 
Interest rate swap agreement
Total$6.9 $6.3 
Financial Liabilities
Interest rate swap agreement$14.4 $25.0 
Total$14.4 $25.0 

The following is a summary of the carrying and market values of the Company's fixed income mutual funds and equity mutual funds as of the dates indicated:
May 29, 2021May 30, 2020
(In millions)CostUnrealized Gain/(Loss)Market ValueCostUnrealized Gain/(Loss)Market Value
Mutual funds - fixed income$6.9 $$6.9 $6.2 $0.1 $6.3 
Mutual funds - equity0.5 0.3 0.8 0.6 0.1 0.7 
Total$7.4 $0.3 $7.7 $6.8 $0.2 $7.0 

(In millions)June 3, 2023May 28, 2022
Financial AssetsBalance Sheet LocationQuoted Prices with Other Observable Inputs (Level 2)Quoted Prices with Other Observable Inputs (Level 2)
Interest rate swap agreementOther noncurrent assets$59.9 $31.9 
Total$59.9 $31.9 
Financial Liabilities
Interest rate swap agreementOther liabilities$3.0 $— 
Total$3.0 $— 
The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Consolidated Statements of Comprehensive Income within "OtherOther (income) expense, net".

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.
The Company reviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and requires the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the Company's intent to hold the investment, and whether it is more likely than not that the Company will be required to sell the investment before recovery of the cost basis. The Company also considers the type of security, related industry and sector performance, and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If conditions within individual markets, industry segments, or macro-economic environments deteriorate, the Company could incur future impairments.

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
Herman Miller, Inc. and Subsidiaries84


currency transaction gains or losses. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes.
These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to "OtherOther current assets"assets for unrealized gains and to "OtherOther accrued liabilities"liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to "OtherOther (income) expense, net",net, for both realized and unrealized gains and losses.

The notional amounts of the forward contracts held to purchase and sell U.S. dollars in exchange for other major international currencies were $61.9$99.5 million and $52.6$54.1 million as of May 29, 2021June 3, 2023 and May 30, 2020,28, 2022, respectively. The notional amounts of the foreign currency forward contracts held to purchase and sell British pound sterling in exchange for other major international currencies were £44.5£7.5 million and £27.5£43.1 million as of May 29, 2021June 3, 2023 and May 30, 2020,28, 2022, respectively. The Company also has other forward contracts related to other currency pairs at varying notional amounts.

Interest Rate Swaps
The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements 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. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.
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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 June 2017, the Company entered into a second interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $75.0 million with a forward start date of January 3, 2018 and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 2.387% fixed interest rate plus applicable margin as of the forward start date. The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 2.348% modified fixed interest rate.
In January 2022, the Company entered into a third interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $575.0 million with a forward start date of January 31, 2022 and a maturity date of January 29, 2027. The interest rate swap locked in the Company’s interest rate on the forecasted outstanding borrowings of $575.0 million at 1.689% exclusive of the credit spread on the variable rate debt. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Spread Adjusted Term SOFR floating interest rate plus applicable margin to 1.689% fixed interest rate and adjustment % plus applicable margin as of the forward start date.The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650% modified fixed interest rate.
In February 2023, the Company entered into a fourth interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $150.0 million with a forward start date of March 3, 2023 and a termination date of January 3, 2029. As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Spread Adjusted Term SOFR floating interest rate plus applicable margin to 3.950% fixed interest rate and adjustment % plus applicable margin as of the forward start date. "Spread adjusted Term SOFR" means Term SOFR plus an adjustment % that varies with tenor. The Company typically selects a one month tenor and that is calculated as the one month Term SOFR rate plus 0.11448%.
The interest rate swaps were designated cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of May 29, 2021.June 3, 2023. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis.

(In millions)Notional AmountForward Start DateAmendment Effective DateTermination DateEffective Fixed Interest Rate
September 2016 Interest Rate Swap$150.0 January 3, 2018February 3, 2023January 3, 20281.910 %
June 2017 Interest Rate Swap$75.0 January 3, 2018February 3, 2023January 3, 20282.348 %
January 2022 Interest Rate Swap$575.0 January 31, 2022January 31, 2023January 29, 20271.650 %
March 2023 Interest Rate Swap$150.0 March 3, 2023noneJanuary 3, 20293.950 %
In September 2016,As of June 3, 2023, 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 Companyswaps above effectively converted indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amountamounts from a LIBOR-basedSOFR-based floating interest rate plus 0.11448% plus applicable margin to a 1.949 percentan effective fixed interest rate plus 0.11448% plus applicable margin under the agreement asterms of our Credit Agreement. Effective Fixed Interest Rates include the forward start date.

In June 2017, the Company entered into an additional interest rate swap agreement. The interest rate swap is for an aggregate notional amount of $75.0 million with a forward start date ofrates amended effective January 31, 2023, or February 3, 2018 and a termination date of January 3, 2028. As a result of the transaction, the Company effectively converted 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 percent fixed interest rate plus applicable margin under the agreement as of the forward start date.

The fair value of the Company’s two outstanding interest rate swap agreements was a net liability of $14.4 million and $25.0 million as of May 29, 2021 and May 30, 2020, respectively. The liability and asset fair value were recorded within "Other liabilities" and "Other noncurrent assets" within the Consolidated Balance Sheets. Recorded within Other comprehensive loss, net of tax,2023, for the effective portion offirst three swaps included in the Company's designated cash flow hedges was a net unrealized loss of $12.6 million and $17.2 million for the fiscal years ended May 29, 2021 and May 30, 2020, respectively.

chart above.
For fiscal 2021, 20202023, 2022 and 2019,2021, there were 0no gains or losses recognized against earnings for hedge ineffectiveness.
852021 Annual Report85


Effects of Derivatives on the Financial Statements
The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 20212023 and 20202022 (amounts presented exclude any income tax effects):effects ):
(In millions)Balance Sheet LocationMay 29, 2021May 30, 2020
Designated derivatives:
Interest rate swapLong-term assets: Other noncurrent assets$$
Interest rate swapLong-term liabilities: Other liabilities$14.4 $25.0 
Non-designated derivatives:
Foreign currency forward contractsCurrent assets: Other current assets$1.6 $1.1 
Foreign currency forward contractsCurrent liabilities: Other accrued liabilities$0.1 $0.8 
(In millions)Balance Sheet LocationJune 3, 2023May 28, 2022
Non-designated derivatives: (1)
Foreign currency forward contractsCurrent assets: Other current assets$1.3 $0.4 
Foreign currency forward contractsCurrent liabilities: Other accrued liabilities$1.8 $1.0 
(1) Designated derivative and their balance sheet locations are located in above table within financial assets and liabilities measured at fair value.
Fiscal Year
(In millions)Statement of Comprehensive Income LocationMay 29, 2021May 30, 2020June 1, 2019
(Loss) gain recognized on foreign currency forward contractsOther expense (income), net $0.8 $(1.1)$0.3 

Fiscal Year
(In millions)Statement of Comprehensive Income LocationJune 3, 2023May 28, 2022May 29, 2021
Loss recognized on foreign currency forward contractsOther expense (income), net $4.8 $3.3 $0.8 
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 29, 2021May 30, 2020June 1, 2019
Interest rate swap$12.6 $(17.2)$(12.8)

Fiscal Year
(In millions)June 3, 2023May 28, 2022May 29, 2021
Interest rate swap$4.7 $41.4 $12.6 
Reclassified from Accumulated other comprehensive loss into earnings within "Interest expense"Interest expense for the fiscal year ended 2023, was a loss of $14.3 million and in fiscal years ended 2021, 2020,2022, and 20192021 were gains of $4.5$6.9 million and $0.8 million and a loss of $0.5$4.5 million, respectively. Pre-tax gains expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months are $4.5$28.2 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 $3.4$21.1 million.

Investments in Equity Securities Without a Readily Determinable Fair Value
In the fourth quarter of fiscal 2019, the Company recorded a gain from a $2.1 million fair value adjustment in an investment in a technology partner, which increased the total carrying value of the investment to $3.6 million as of June 1, 2020. The gain was the result of an observable price change for a similar investment in the same entity. There were no similar gains in fiscal 2020 or 2021.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are reported on the Condensed Consolidated Balance Sheets in mezzanine equity in “RedeemableRedeemable noncontrolling interests. These financial instruments represent a level 3 fair value measurement.

As of June 1, 2019, the outstanding redeemable noncontrolling interests in the Company's subsidiary, Herman Miller Consumer Holdings, Inc. ("HMCH") were $20.6 million, and represented an approximate 5% minority ownership. During August 2019, the Company acquired all of the remaining redeemable noncontrolling equity interests. HMCH redeemed certain HMCH stock for cash and then, in August 2019, HMCH merged with and into the Company, with the remaining minority HMCH shareholders receiving a cash payment. Total cash paid of $20.4 million for the redemptions and for merger consideration was at fair market value based on an independent appraisal. This compares to purchases of $10.1 million during the twelve month period ended June 1, 2019.

Herman Miller, Inc. and Subsidiaries86


Changes in the Company's redeemable noncontrolling interest in HMCH for the years ended May 29, 2021 and May 30, 2020 are as follows:
(In millions)May 29, 2021May 30, 2020
Beginning Balance$$20.6 
Purchase of HMCH redeemable noncontrolling interests0(20.4)
Redemption value adjustment0(0.2)
Exercised options
Ending Balance$$

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 29, 2021June 3, 2023 are as follows:
(In millions)May 29, 2021June 3, 2023
Beginning Balance$50.4106.9 
Dividend attributable to redeemable noncontrolling interests(2.8)(4.9)
Redemption value adjustment15.01.9 
Net income attributable to redeemable noncontrolling interests5.74.0 
Foreign currency translation adjustments8.7 (0.3)
Ending Balance$77.0107.6 

Other
The following table summarizesFor further information on the valuation of our assets measured at fair value on a non-recurring basis asassessment of May 29, 2021:
(In millions)May 29, 2021
Assets:Level 3
Indefinite-lived intangible assets$97.6 

The relief-from-royalty method for the quantitative impairment assessment for indefinite-lived intangible assets utilized discount rates ranging from 12.0% to 14.0% and royalty rates ranging from 2.0% to 3.0%. Based on the quantitative impairment assessment performed, the carrying value these assets exceeded their fair value, resulting in an impairment charge of $53.3 millionrecorded in fiscal 2020.
the year ended June 3, 2023, refer to "Goodwill and Indefinite-lived Intangible Assets" within
See Note 1 and Note 7 to the Consolidated Financial Statements for additional information.

Statements.
872021 Annual Report86


13. Commitments and Contingencies
Product Warranties
The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The standardspecific terms, conditions, and length of warranty is 12 years; however, this variesthose warranties vary depending onupon the product classification.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. In fiscal 2020,As such, the Company's estimated warranty reserves were classifiedobligation is accounted for as short-term liabilities. Thea liability and is recorded within current and long-term portions of the warranty reserve are included within "Accrued warranty," and "Other liabilities" respectively, within the consolidated balance sheets. The prior period consolidated balance sheet was reclassified in the current year to be consistent with this presentation.

Consolidated Balance Sheets.
Changes in the warranty reserve for the stated periods were as follows:
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
Accrual Balance — beginning$59.2  $53.1 $51.5 
Accrual for warranty matters12.8  23.7 20.7 
Settlements and adjustments(11.9)(17.6)(19.1)
Accrual Balance — ending$60.1  $59.2 $53.1 

Year Ended
(In millions)June 3, 2023May 28, 2022May 29, 2021
Accrual Balance — beginning$73.2  $60.1 $59.2 
Accrual for warranty matters24.6  16.6 12.8 
Settlements and adjustments(23.9)(18.6)(11.9)
Acquired through business acquisition— 15.1 — 
Accrual Balance — ending$73.9  $73.2 $60.1 
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 29, 2021,June 3, 2023, the Company had a maximum financial exposure related to performance bonds of approximately $6.3$8.9 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, 0no liability has been recorded in respect to these bonds as of either May 29, 2021June 3, 2023 or May 30, 2020.

28, 2022.
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 29, 2021,June 3, 2023, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $9.8$14.1 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, 0no liability has been recorded as of May 29, 2021June 3, 2023 and May 30, 2020.

28, 2022.
Contingencies
The Company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not have a material adverse effect, if any, on the Company's Consolidated Financial Statements.

As of the end of fiscal 2021,2023, outstanding commitments for future purchase obligations approximated $70.8$91.4 million.

Herman Miller, Inc. and Subsidiaries8887


14. Operating Segments
Effective as of May 29, 2022, the beginning of fiscal year 2023, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company'sCompany has restated historical results to reflect this change. Below is a summary of the change in reportable segments.
The reportable segments now consist of North Americathree segments: Americas Contract ("Americas"), International Contract & Specialty ("International & Specialty"), and Retail.Global Retail ("Retail").

The North America Contract segment includesactivities related to the operations associated with the design, manufacture and sale of furniture products direct to consumers and textile productsthird-party retailers for work-related settings, including office, healthcare,the Knoll and educational environments, throughoutMuuto brands that were previously reported within the United States and Canada. The business associated with the Company's owned contract furniture dealer is also included in the North America Contract segment. In additionKnoll segment have been moved to the Herman Miller brand, this segment includesGlobal Retail segment.
The activities related to the operations associated with the design, manufacture and sale of high-craft furniture products in the Americas for the Knoll, Muuto and textiles including Geiger wood products, Maharam textiles, Nemschoff, and naughtone products.Datesweiser brands that were previously reported within the Knoll segment have been moved to the Americas Contract segment.

The activities related to the manufacture and sale of furniture products in geographies other than the Americas for the Knoll and Muuto brands have been moved to the International Contract & Specialty segment.
The activities related to manufacture and sale of products for the Maharam brand have been moved from the Americas Contract segment to the International Contract & Specialty segment, along with the activities of Holly Hunt, Spinneybeck, Knoll Textiles, and Edelman, which were previously reported within the Knoll segment.
The InternationalAmericas Contract segment includes the operations associated with the design, manufacture and sale of furniture products primarilydirectly or indirectly through an independent dealership network for work-related settingsoffice, healthcare, and educational environments throughout North and South America.
The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Africa ("EMEA"), Latin AmericaAsia-Pacific as well as the global operations of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Asia-Pacific.

Knoll Textiles.
The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, DWR studios and HAYphysical retail stores.

The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company. The accounting policies of the operating segments are the same as those of the Company.

Subsequent to the end of fiscal 2021, the Company implemented an organizational change that will result in a change in our reportable segments. Beginning in the first quarter of fiscal 2022, the Company will recast the historical results in reflection of the change. Below is a summary of the change:

The activities related to the manufacture and sale of furniture products direct to consumers and to third-party retailers that currently reside within the International Contract segment will move to the Retail segment.
The operations associated with the design, manufacture and sale of furniture products for work-related settings in Latin America will move to the North America Contract segment to form a new Americas Contract segment.
Operations of the DWR Contract business, a division of DWR that sells design furnishings and accessories for use in work-related settings will move into the Americas Contract segment.

892021 Annual Report


The performance of the operating segments is evaluated by the Company's management using various financial measures. The following is a summary of certain key financial measures for the years indicated:
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
Net Sales:
North America Contract$1,194.0  $1,598.2  $1,686.5 
International Contract669.0  502.8  492.2 
Retail602.1 385.6 388.5 
Total$2,465.1  $2,486.6  $2,567.2 
Depreciation and Amortization:
North America Contract$53.5  $46.7  $46.8 
International Contract22.1  17.4  10.5 
Retail11.6 14.7 14.1 
Corporate 0.7  0.7 
Total$87.2  $79.5  $72.1 
Operating Earnings (Loss):
North America Contract$74.1  $130.9  $189.7 
International Contract93.0  18.2  57.8 
Retail117.2 (148.3)5.3 
Corporate(53.7)(39.2)(49.3)
Total$230.6  $(38.4) $203.5 
Capital Expenditures:
North America Contract$44.9  $53.7  $52.7 
International Contract10.3  10.4  16.6 
Retail4.6 4.9 16.5 
Corporate  
Total$59.8  $69.0  $85.8 
Total Assets:
North America Contract$745.3  $769.5  $733.6 
International Contract572.4  512.5  356.8 
Retail340.1 310.9 310.0 
Corporate404.1  461.0  168.9 
Total$2,061.9  $2,053.9  $1,569.3 
Goodwill:
North America Contract$187.4 $182.3 $185.3 
International Contract176.8 163.7 39.7 
Retail78.8 
Corporate
Total$364.2 $346.0 $303.8 
88


Year Ended
(In millions)June 3, 2023May 28, 2022May 29, 2021
Net sales:
Americas Contract$2,026.1  $1,929.1  $1,234.6 
International Contract and Specialty1,017.3  928.5  479.6 
Global Retail1,043.7 1,088.4 750.9 
Total$4,087.1  $3,946.0  $2,465.1 
Depreciation and amortization:
Americas Contract$87.7  $104.5  $48.4 
International Contract and Specialty33.4  52.3  20.2 
Global Retail34.0 33.8 18.6 
Corporate— — — 
Total$155.1  $190.6  $87.2 
Operating earnings (loss):
Americas Contract$99.6  $(24.0) $97.2 
International Contract and Specialty98.6  69.9  49.4 
Global Retail(15.5)134.5 138.2 
Corporate(60.4)(140.6)(52.3)
Total$122.3  $39.8  $232.5 
Capital expenditures:
Americas Contract$52.4  $52.5  $40.8 
International Contract and Specialty15.6  17.8  11.3 
Global Retail15.3 24.4 7.7 
Total$83.3  $94.7  $59.8 
Goodwill:
Americas Contract$528.4 $530.1 $160.7 
International Contract and Specialty303.0 304.3 111.2 
Global Retail390.3 $391.8 92.3 
Total$1,221.7 $1,226.2 $364.2 
Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments. For that reason, it is impractical to disclose asset information on a segment basis.
The accounting policies of the operating segments are the same as those of the Company. Additionally, the Company employs a methodology for allocating corporate costs and assets with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources and to allocate corporate assets according to the relative expected benefit. The majority of the allocations for corporate expenses are based on relative net sales. However, certain corporate costs, generally considered the result of isolated business decisions, are not subject to allocation and are evaluated separately from the rest of the regular ongoing business operations.

Herman Miller, Inc. and Subsidiaries                                             9089


The Company's product offerings consist primarily of office furniture systems, seating, freestanding furniture, storage, casegoods, textiles, architectural and casegoods.acoustical products. These product offerings are marketed, distributed and managed primarily as a group of similar products on an overall portfolio basis. The following is a summary of net sales estimated by product category for the years indicated:
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
Net Sales:
Workplace$854.7  $1,135.8  $1,201.8 
Performance Seating784.6  646.8  708.5 
Lifestyle689.9  537.5  473.5 
Other (1)
135.9 166.5 183.4 
Total$2,465.1  $2,486.6  $2,567.2 
(1) “Other” primarily consists of uncategorized product sales and service sales.
Sales by geographic area are based on the location of the customer. Long-lived assets consist of long-term assets of the Company, excluding financial instruments, deferred tax assets and long-term intangibles. The following is a summary of geographic information for the years indicated. Individual foreign country information is not provided as none of the individual foreign countries in which the Company operates are considered material for separate disclosure based on quantitative and qualitative considerations.
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
Net Sales:
United States$1,728.9  $1,795.8  $1,865.8 
International736.2  690.8  701.4 
Total$2,465.1  $2,486.6  $2,567.2 
Long-lived assets:
United States$311.1  $306.7  $422.1 
International70.6  59.6  52.2 
Total$381.7  $366.3  $474.3 

The Company approximates that no single dealer accounted for more than three percent of the Company's net sales in the fiscal year ended May 29, 2021. The Company estimates that the largest single end-user customer accounted for $113.0 million, $122.9 million and $129.6 million of the Company's net sales in fiscal 2021, 2020 and 2019, respectively. This represents approximately 5 percent of the Company's net sales in in each of fiscal 2021, 2020 and 2019. The Company's ten largest customers in the aggregate accounted for approximately 17 percent of net sales in fiscal 2021 and 18 percent of net sales in fiscal 2020 and 2019.

Approximately 4 percent of the Company's employees are covered by collective bargaining agreements, most of whom are employees of its Nemschoff and Herman Miller Holdings Limited subsidiaries.
Year Ended
(In millions)June 3, 2023May 28, 2022May 29, 2021
Net sales:
Workplace$1,559.7  $1,484.4  $855.1 
Performance Seating900.7  942.8  778.3 
Lifestyle1,400.0  1,286.6  696.2 
Other (1)
226.7 232.2 135.5 
Total$4,087.1  $3,946.0  $2,465.1 
(1) “Other” primarily consists of uncategorized product sales and service sales.

912021 Annual Report90


15. Accumulated Other Comprehensive Loss
The following table provides an analysis of the changes in accumulated other comprehensive loss for the years indicated:
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
Cumulative translation adjustments at beginning of period$(56.0)$(48.3)$(34.1)
Other comprehensive income (loss)52.1 (7.7)(14.2)
Balance at end of period(3.9)(56.0)(48.3)
Pension and other post-retirement benefit plans at beginning of period(59.2)(45.0)(37.2)
Other comprehensive income (loss) before reclassifications (net of tax of ($.03), $3.5, and $2.0)5.3 (16.9)(10.0)
Reclassification from accumulated other comprehensive income - Other, net5.5 3.3 2.6 
Tax (expense) benefit(2.0)(0.6)(0.4)
Net reclassifications3.5 2.7 2.2 
Net current period other comprehensive income (loss)8.8 (14.2)(7.8)
Balance at end of period(50.4)(59.2)(45.0)
Interest rate swap agreement at beginning of period(18.9)(0.9)9.9 
Cumulative effect of accounting change— — 1.5 
Other comprehensive income (loss) before reclassifications (net of tax of ($2.6), $5.8, and $5.3)12.6 (17.2)(12.8)
Reclassification from accumulated other comprehensive income - Other, net(4.5)(0.8)0.5 
Net reclassifications(4.5)(0.8)0.5 
Net current period other comprehensive income (loss)8.1 (18.0)(12.3)
Balance at end of period(10.8)(18.9)(0.9)
Unrealized holding gains on securities at beginning of period0.1 0.1 
Cumulative effect of accounting change— — (0.1)
Other comprehensive (loss) income before reclassifications(0.1)0.1 
Balance at end of period0.1 
Total Accumulated other comprehensive loss$(65.1)$(134.0)$(94.2)

Year Ended
(In millions)June 3, 2023May 28, 2022May 29, 2021
Cumulative translation adjustments at beginning of period$(93.9)$(3.9)$(56.0)
Other comprehensive (loss) income(20.1)(90.0)52.1 
Balance at end of period(114.0)(93.9)(3.9)
Pension and other post-retirement benefit plans at beginning of period(36.9)(50.4)(59.2)
Other comprehensive income before reclassifications (net of tax of ($3.50), ($.02), and ($0.03))14.8 13.5 5.3 
Reclassification from accumulated other comprehensive income - Other, net2.7 4.4 5.5 
Tax expense(4.4)(4.4)(2.0)
Net reclassifications(1.7)— 3.5 
Net current period other comprehensive income13.1 13.5 8.8 
Balance at end of period(23.8)(36.9)(50.4)
Interest rate swap agreement at beginning of period23.7 (10.8)(18.9)
Other comprehensive income before reclassifications (net of tax of ($6.2), ($11.6), and ($2.6))4.7 41.4 12.6 
Reclassification from accumulated other comprehensive income - Other, net14.3 (6.9)(4.5)
Net reclassifications14.3 (6.9)(4.5)
Net current period other comprehensive income19.0 34.5 8.1 
Balance at end of period42.7 23.7 (10.8)
Unrealized holding gains on securities at beginning of period— — 0.1 
Other comprehensive (loss) income before reclassifications— — (0.1)
Balance at end of period— — — 
Total Accumulated other comprehensive loss$(95.1)$(107.1)$(65.1)
16. Restructuring Expensesand Integration Expense
DuringAs part of restructuring and integration activities, the fourth quarterCompany has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs as well as other direct separation benefit costs. Severance and employee benefit costs primarily relate to cash severance, as well as non-cash severance, including accelerated equity award compensation expense. The Company also incurred expenses that are an integral component of, fiscal 2018,and directly attribute to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment.
The expense associated with integration initiatives are included in Selling, General, and Administrative and the expense associated with restructuring activities are included in Restructuring expense in the Consolidated Statements of Comprehensive Income. Non-cash costs related to debt extinguishment in the financing of the transaction is recorded in Other expense (income), net in the Consolidated Statements of Comprehensive Income.
Knoll Integration:
Following the acquisition of Knoll, the Company announced a facilities consolidation plan relatedmulti-year program (the "Knoll Integration") designed to its International Contract segment. This impacted certain officereduce costs and manufacturing facilitiesintegrate and optimize the combined organization. The Company currently expects that the Knoll Integration will result in the United Kingdom and China. The plan is expected to generate cost savingspre-tax costs of approximately $3 million. The Company recognized restructuring and impairment expenses of $5.9$140 million, with a net credit of $1.9 million recognized in fiscal 2021 and the remainder in fiscal 2020, 2019 and 2018. These expenses related to the facilities consolidation plan, comprised primarily of an asset impairment recorded against an office building in the United Kingdom that was vacated and the consolidation of the Company's manufacturing facilities in China. NaN future restructuring costs related to the plan are expected as the plan is substantially complete.

The office building and related assets in China were sold in the first quarter of fiscal 2021, resulting in a gain of approximately $3.4 million. The office building and related assets in the United Kingdom were sold in the second quarter of fiscal 2021, resulting in a nominal gain. Both of these gains are included within "Restructuring expense" in the Condensed Consolidated Statements of Comprehensive Income.

In the second quarter of fiscal 2020, the North America Contract segment initiated restructuring discussions with labor unions related to its Nemschoff operation in Wisconsin. To date, the Company has recorded approximately $3.1 millionfollowing categories:
Herman Miller, Inc. and Subsidiaries9291


Severance and employee benefit costs associated with plans to integrate the Company's operating structure, resulting in pre-tax restructuring expense related to this plan, with a net credit of $0.1 million recognized in fiscal 2021 and the remainder in fiscal 2020.workforce reductions. These restructuring costs relate to potential partial outsourcing and in-sourcing strategies, long-lived asset impairments and employee-related costs. The plan is complete and 0 future costs related to this plan are expected.

In the second quarter of fiscal 2020, the Company initiated a reorganization of the Global Sales and Product teams. The reorganization activities occurredwill primarily in the North America business with additional costs incurred internationally. To date, the Company has recorded a total of $2.6 million in pre-tax restructuring expense related to this plan. The reorganization is complete and 0 future costs related to this plan are expected.

In the third quarter of fiscal 2020, the Company announced a reorganization of the Retail segment's leadership team. The Company recognized pre-taxinclude: severance and employee related restructuringbenefits (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 $2.2integration activities, primarily including the reorganization and consolidation of facilities and asset impairment charges.
Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the acquisition.
For the year ended June 3, 2023, the Company incurred $18.0 million related to the plan. No material future restructuringof costs related to the plan are expected asKnoll Integration including: $3.6 million of severance and employee benefit costs, $5.9 million of exit and disposal costs related to the plan is substantially complete.consolidation of facilities, and $8.5 million of other integration costs.

For the year ended May 28, 2022, the Company incurred $107.9 million of costs related to the Knoll Integration including: $51.1 million of severance and employee benefit costs, $15.5 million of non-cash asset impairments, $13.4 million of non-cash costs related to debt-extinguishment in the financing of the transaction, and $27.9 million of other integration costs.
The following table provides an analysis of the changes in the restructuringliability balance for Knoll Integration costs reserve for the above plansthat 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 yearsyear ended May 30, 2020 and May 29, 2021:June 3, 2023:
(In millions)Severance and Employee-RelatedExit or Disposal ActivitiesTotal
June 1, 2019$6.8 $1.1 $7.9 
Restructuring Costs9.9 1.2 $11.1 
Amounts Paid(10.8)(1.5)$(12.3)
May 30, 2020$5.9 $0.8 $6.7 
Restructuring Costs(1.7)(2.0)$(3.7)
Amounts Paid(3.3)(0.1)$(3.4)
Other*1.9 $1.9 
May 29, 2021$0.9 $0.6 $1.5 
(In millions)Severance and Employee BenefitExit and Disposal ActivitiesTotal
May 28, 2022$1.4 $— $1.4 
Integration Costs3.6 5.9 9.5 
Amounts Paid(2.3)(5.9)(8.2)
Non-cash costs0.2 — 0.2 
June 3, 2023$2.9 $— $2.9 
*This representsThe Company expects that a substantial portion of the gains onliability for the salesKnoll Integration as of office buildings and related assetsJune 3, 2023, will be paid in China and the United Kingdom offset by other non-cash charges. The gains and other non-cash charges were recorded as restructuring cost, but do not impact the restructuring reserve.

In the fourthfirst quarter of fiscal 2020,year 2024.
The following is a summary of integration expenses by segment for the period indicated:
Twelve Months Ended
(In millions)June 3, 2023May 28, 2022
Americas Contract$9.7 $21.9 
International Contract and Specialty2.5 — 
Global Retail0.2 — 
Corporate5.6 86.0 
Total$18.0 $107.9 
2023 Restructuring Plan
During fiscal year 2023, the Company announced a series of actions that relate to the 2023 restructuring plan (“May 2020("2023 restructuring plan") to substantially reduce expenses in response to the impact of the COVID-19 pandemic and related restrictions.expenses. These restructuring activities included voluntary and involuntary reductions in its North Americanworkforces and international workforces. Combined, these actions resultedcharges incurred in connection with the elimination of approximately 400 full-time positions throughout the Company in various businesses and functions.Fully decision. As the result of these actions, the Company projects an annualized expense reduction of approximately $40$30 million to $35 million. To date,For the year ended June 3, 2023, the Company incurred severance and related charges$34.0 million of $18.7 million with $3.4 million recognized in fiscal 2021 and the remainder in fiscal 2020. No material future restructuring costs related to the 2023 restructuring plan comprised of $27.9 million of severance and employee benefit costs and $6.1 million of non-impairment charges related to the closure of the Fully business. The restructuring plan is complete and no future costs related to this plan are expected and the remaining amounts will be paid in fiscal 2022.expected.
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The following table provides an analysis of the changes in the restructuring cost reserveliability balance for the May 20202023 restructuring plan that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the fiscal year ended May 29, 2021:June 3, 2023:
(In millions)Severance and Employee-RelatedExit and Disposal ActivitiesTotal
May 28, 2022$— $— $— 
Restructuring Costs27.9 6.1 34.0 
Amounts Paid(20.6)(6.1)(26.7)
June 3, 2023$7.3 $— $7.3 
The Company expects that remaining liability for the 2023 restructuring plan as of June 3, 2023, will be paid in fiscal year 2024.
The following is a summary of restructuring costs by segment for the years indicated:
Year Ended
(In millions)Severance and Employee-RelatedJune 3, 2023May 28, 2022
Americas Contract
Beginning Balance$15.322.8 $— 
Restructuring Costs3.4 International Contract & Specialty1.3 — 
Amounts Paid(17.7)Retail9.9 — 
Ending BalanceCorporate— — 
Total$1.034.0 $— 
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The following is a summary of restructuring expenses by segment for the fiscal years indicated:
Year Ended
(In millions)May 29, 2021May 30, 2020June 1, 2019
North America Contract$3.8  $18.7  $7.7 
International Contract(1.1) 4.8  2.5 
Retail2.9 
Total$2.7  $26.4  $10.2 

17. Variable Interest Entities
TheDuring the year ended May 28, 2022, the Company hasentered into long-term notes receivable with acertain of its third-party owned dealerdealers that are deemed to be variable interests in variable interest entity.entities. The carrying value of these long-term notes receivable was $1.2$6.3 million and $1.5$1.2 million as of May 29, 2021June 3, 2023 and May 30, 2020,28, 2022 respectively and represents the Company’s maximum exposure to loss. The Company is not deemed to be the primary beneficiary for any of thethese variable interest entityentities as the entityeach dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.

18. Quarterly Financial Data (Unaudited)
Set forth below is a summary of the quarterly operating results on a consolidated basis for the years ended May 29, 2021, May 30, 2020, and June 1, 2019.
(In millions, except per share data)
First
Quarter (1)
Second
Quarter (1)
Third
Quarter (1)
Fourth
Quarter (1)
2021Net sales$626.8  $626.3 $590.5 $621.5 
Gross margin250.0  244.2 230.9 224.0 
Net earnings attributable to Herman Miller, Inc.73.0  51.3 41.5 7.4 
Earnings per share-basic1.24  0.87 0.70 0.12 
Earnings per share-diluted1.24  0.87 0.70 0.12 
2020Net Sales$670.9  $674.2  $665.7 $475.7 
Gross margin246.1  255.5  243.3 165.8 
Net earnings attributable to Herman Miller, Inc.48.2  78.6  37.7 (173.7)
Earnings per share-basic0.82  1.33  0.64 (2.95)
Earnings per share-diluted0.81  1.32  0.64 (2.95)
2019Net sales$624.6  $652.6  $619.0 $671.0 
Gross margin225.1  235.6  221.0 248.2 
Net earnings attributable to Herman Miller, Inc.35.8  39.3  39.2 46.2 
Earnings per share-basic0.60  0.66  0.67 0.78 
Earnings per share-diluted0.60  0.66  0.66 0.78 
(1) For some line items, the sum of the quarters does not equal the annual balance reflected in the Consolidated Statements of Comprehensive Income due to rounding associated with the calculations on an individual quarter basis.

Herman Miller, Inc. and Subsidiaries                                             94


19. Subsequent Event
Acquisition of Knoll

In April, we announced that we entered into a definitive agreement with Knoll, under which Herman Miller will acquire Knoll in a cash and stock transaction valued at $1.8 billion. On July 13, 2021, the Herman Miller shareholders and Knoll stockholders approved the proposals necessary to complete the previously announced merger of Herman Miller and Knoll and the merger closed on July 19, 2021.

In connection with our acquisition of Knoll, in July, 2021, the Company entered into a syndicated revolving line of credit that provides the Company with up to $725 million in revolving variable interest borrowing capacity that matures in July, 2026, replacing our previous $500 million syndicated revolving line of credit. The Company also entered into a debt commitment letter for a five-year senior secured term loan "A" facility in an aggregate principal amount of $400 million and a seven-year senior secured term loan "B" facility in an aggregate principal amount of $625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll and to pay fees, costs and expenses related thereto. The Company also repaid $64 million of private placement notes due May 20, 2030.



952021 Annual Report93


Management's Report on Internal Control over Financial Reporting
To the Board of Directors and Stockholders of Herman Miller,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 Herman Miller,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 29, 2021,June 3, 2023, 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 29, 2021.

June 3, 2023.
KPMG LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included herein.


/s/ Andrea R. Owen
Andrea R. Owen
Chief Executive Officer

/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
Chief Financial Officer



94


Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Herman Miller,MillerKnoll, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Herman Miller,MillerKnoll, Inc. and subsidiaries (the Company) as of May 29, 2021June 3, 2023 and May 30, 2020,28, 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-yearthree-year period ended May 29, 2021,June 3, 2023, 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 29, 2021,June 3, 2023, 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 29, 2021June 3, 2023 and May 30, 2020,28, 2022, and the results of its operations and its cash flows for each of the years in the two-yearthree-year period ended May 29, 2021,June 3, 2023, 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 29, 2021June 3, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of June 2, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842).

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’sManagement'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
972021 Annual Report


reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
95


company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter
The critical audit mattermatters communicated below is a matterare matters arising from the current period audit of the consolidated financial statements that waswere communicated or required to be communicated to the audit committee and that: (1) relatesrelate 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 a critical audit mattermatters 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 mattermatters below, providing separate opinions on the critical audit mattermatters or on the accounts or disclosures to which it relates.they relate.

HAYGoodwill impairment assessment

As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,221.7 million as of June 3, 2023, of which $390.3 million was related to the Global Retail reporting unit. Goodwill is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has declined below its carrying value. To estimate the fair value of the Global Retail reporting unit, the Company utilized a weighting of the income approach and the market approach that used observable comparable company information.

We identified the evaluation of goodwill for impairment for the Global Retail reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, operating margins, and the discount rate used in the income approach. Additionally, the audit effort associated with the evaluation of the Company’s discount rate involved the use of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Global Retail reporting unit, including controls over the selection of forecasted revenue growth rates, operating margins, and the discount rate. We evaluated the reasonableness of management’s forecasted revenue growth rates and operating margins by comparing the forecasts to historical revenue growth rates and operating margins, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, operating margins, and discount rate assumptions on the reporting unit fair values. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate.

Knoll tradename impairment assessment

As discussed in Note 1 to the consolidated financial statements, the indefinite-lived intangible asset balance as of May 29, 2021June 3, 2023 was $43.1$153.3 million related to the HAYKnoll tradename. During the fourth quarter of the year ended June 3, 2023, the Company recorded an impairment loss of $19.7 million related to the Knoll tradename. 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 HAYKnoll tradename for impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, discount rate, and royalty rate used to estimate the fair value of the HAYKnoll tradename. Additionally, the audit effort associated with the evaluation of the HAY tradename for impairmentCompany’s discount rate and royalty rate required the use of valuation professionals with specialized skills and knowledge.

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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 impairment evaluation fordetermination of the HAYfair value of the Knoll tradename, including controls over the selection of forecasted revenue growth rates, discount rate, and royalty rate used to estimate the fair value of the HAY tradename.rate. 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 rate, and royalty rate assumptions on the fair value of the tradename. 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 overall discount rate; and

evaluating the Company’s royalty rate by comparing the selected royalty rate to the forecasted operating margins ofroyalty rate selected at the sales associated with the tradenameacquisition date and publicly available data for comparable licensing agreements andin assessing the overall royalty rate.


/s/ KPMG LLP

We have served as the Company’s auditor since 2019.

Chicago, Illinois
July 27, 202126, 2023
Herman Miller, Inc. and Subsidiaries98


Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Herman Miller, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Herman Miller, Inc. and subsidiaries (the Company)as of June 1, 2019, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended June 1, 2019, and the related notes and financial statement schedule for each of the two years in the period ended June 1, 2019 listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 1, 2019, and the results of its operations and its cash flows for each of the two years in the period ended June 1, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Ernst & Young LLP

We served as the Company’s auditor from 2002 to 2019.

Grand Rapids, Michigan
July 27, 2021

992021 Annual Report97


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 29, 2021June 3, 2023 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 29, 2021June 3, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B Other Information
NoneOn July 21, 2023, the Company’s Board of Directors approved an amendment to the Company’s annual incentive cash bonus plan that removes adjusted operating income as the primary metric upon which awards made pursuant to that plan are based and instead gives the Board discretion to determine the applicable metric(s) for each plan year. The plan, as amended and restated, is filed as Exhibit 10.4 to this Annual Report.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
Herman Miller, Inc. and Subsidiaries10098


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 caption “Director and Executive Officer Information” in the Company's definitive Proxy Statement, relating to the Company's 20212023 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 20212023 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.hermanmiller.com.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 “Board Committees” and “Corporate Governance and Board Matters — Director Nominations” in the Company's definitive Proxy Statement, relating to the Company's 20212023 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Item 11 Executive Compensation
Information relating to executive compensation is contained under the captionssections “Compensation Discussion and Analysis,” “Summary Compensation Table,“Compensation Tables,“Grants of Plan-Based Awards,“CEO Pay Ratio,“Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination, Death, Disability, Retirement or Change in Control,” “Director Compensation,” “Director Compensation Table,“Pay Versus Performance,” and “Executive Compensation"Compensation Committee Interlocks and Insider Participation”Participation" in the Company's definitive Proxy Statement, relating to the Company's 20212023 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 “Voting Securities and Principal Shareholders,“Share Ownership,” “Director and Executive Officer Information,” and “Equity Compensation Plan Information” in the Company's definitive Proxy Statement, relating to the Company's 20212023 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

1012021 Annual Report99


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 — Determination of Independence of Board Members”Director Independence” in the Company's definitive Proxy Statement, relating to the Company's 20212023 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 20212023 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.
Herman Miller, Inc. and Subsidiaries102100


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
Consolidated Balance Sheets
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Management's Report on Internal Control over Financial Reporting
ReportsReport of Independent Registered Public Accounting Firms
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
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.



1032021 Annual Report101


Exhibit Index
 (2)Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
(a)(2.1)
(b)
(3)Articles of Incorporation and Bylaws
(a)(3.1)
(b)(3.2)
Herman Miller, Inc. and Subsidiaries104


 (4)Instruments Defining the Rights of Security Holders
(a)(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 regulationRegulation S-K, the Registrant agrees to furnish to the SEC copies of such agreements upon request.
(b)(4.2)
 (10)Material Contracts
(a)(10.1)
(b)(10.2)
(10.3)
(10.4)
(10.5)
(c)(10.6)
(d)(10.7)
(10.8)
(10.9)
(e)
(f)
(g)
(h)
(i)
1052021 Annual Report102


(10.10)
(j)(10.11)
(k)(10.12)
(10.13)
(10.14)
(10.15)
(10.16)
(10.17)
(l)(10.18)
(10.19)
(m)(10.20)
(n)(10.21)
(o)(10.22)
(p)(10.23)
(q)(10.24)
(r)(10.25)
(s)(10.26)
(t)
(u)
(v)
(w)
(x)
Herman Miller, Inc. and Subsidiaries106103


(10.27)
(10.28)
 (21)
 (23)(a)
(23)(b)
 (24)

(31)(a)
 (31)(b)(31.1)
 (32)(a)(31.2)
(32.1)
(32.2)
 (32)(b)(97)Policy Relating to Recovery of Erroneously Awarded Compensation
(97.1)
 101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
 101.SCHInline XBRL Taxonomy Extension Schema Document
 101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
 101.LABInline XBRL Taxonomy Extension Label Linkbase Document
 101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
 101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
    (1) Denotes compensatory plan or arrangement.
104


Schedule II - Valuation and Qualifying Accounts
(In millions)
Column AColumn BColumn CColumn DColumn E
DescriptionBalance at beginning of periodCharges to expenses or net sales
Deductions (3)
Balance at end of period
Year ended May 29, 2021:
Accounts receivable allowances — uncollectible accounts(1)
$4.3 $1.7 $(1.2)$4.8 
Accounts receivable allowances — credit memo(2)
$0.1 $$0.6 $0.7 
Allowance for possible losses on notes receivable$0.3 $(0.3)$$
Valuation allowance for deferred tax asset$10.6 $(2.3)$0.6 $8.9 
Year ended May 30, 2020:  
Accounts receivable allowances — uncollectible accounts(1)
$2.9  $2.3 $(0.9)$4.3 
Accounts receivable allowances — credit memo(2)
$0.6  $$(0.5)$0.1 
Allowance for possible losses on notes receivable$0.3  $$$0.3 
Valuation allowance for deferred tax asset$10.4  $0.4 $(0.2)$10.6 
Year ended June 1, 2019:  
Accounts receivable allowances — uncollectible accounts(1)
$2.4  $0.6 $(0.1)$2.9 
Accounts receivable allowances — credit memo(2)
$0.5  $$0.1 $0.6 
Allowance for possible losses on notes receivable$0.4  $(0.1)$$0.3 
Valuation allowance for deferred tax asset$10.3  $0.4 $(0.3)$10.4 
1072021 Annual Report


Column AColumn BColumn CColumn DColumn E
DescriptionBalance at beginning of periodCharges to expenses or net sales
Charges to other accounts (4)
Deductions (3)
Balance at end of period
Year ended June 3, 2023:
Accounts receivable allowances — uncollectible accounts(1)
$8.6 $0.5 $— $(3.0)$6.1 
Accounts receivable allowances — credit memo(2)
1.1 (0.8)— — 0.3 
Valuation allowance for deferred tax asset11.7 1.3 — (0.3)12.7 
Year ended May 28, 2022:  
Accounts receivable allowances — uncollectible accounts(1)
$4.8  $1.3 $4.7 $(2.2)$8.6 
Accounts receivable allowances — credit memo(2)
0.7  0.4 — — 1.1 
Valuation allowance for deferred tax asset8.9  0.4 — 2.4 11.7 
Year ended May 29, 2021:  
Accounts receivable allowances — uncollectible accounts(1)
$4.3  $1.7 $— $(1.2)$4.8 
Accounts receivable allowances — credit memo(2)
0.1  — — 0.6 0.7 
Allowance for possible losses on notes receivable0.3  (0.3)— — — 
Valuation allowance for deferred tax asset10.6  (2.3)— 0.6 8.9 
(1) Activity under the “Charges to expenseexpenses 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.
(3) Represents amounts written off, net of recoveries and other adjustments. Includes effects of foreign translation.

(4) Represents reserves recorded related to the Knoll entity.
Item 16 Form 10-K Summary
None

Herman Miller, Inc. and Subsidiaries108105


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.

HERMAN MILLER, INC.
MillerKnoll, Inc.

/s/ Jeffrey M. Stutz
ByJeffrey M. Stutz
Chief Financial Officer (Principal Accounting Officer and Duly Authorized Signatory for Registrant)

Date: July 27, 202126, 2023            
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on July 27, 202126, 2023 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.

/s/ Michael A. Volkema/s/ Lisa Kro
Michael A. Volkema

(Chairman of the Board)
Lisa Kro

(Director)
/s/ David A. Brandon/s/ Mary Vermeer AndringaDouglas D. French
David A. Brandon
(Director)
Mary Vermeer Andringa
Douglas D. French
(Director)
/s/ Douglas D. French/s/ John R. Hoke III/s/ Heidi Manheimer
Douglas D. FrenchJohn R. Hoke III
(Director)
John R. Hoke III
Heidi Manheimer
(Director)
/s/ Heidi ManheimerCandace Matthews/s/ Andrea R. Owen
Heidi ManheimerCandace Matthews
(Director)
Andrea R. Owen
(President, Chief Executive Officer, and Director)
/s/ Michael C. Smith/s/ Jeffrey M. StutzMichael R. Smith
Michael C. Smith
(Director)
Michael R. Smith
(Director)
/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
(Chief Financial Officer and Principal Accounting Officer)
/s/ Candace Matthews/s/ Michael R. Smith
Candace Matthews
(Director)
Michael R. Smith
(Director)
1092021 Annual Report106