MILLERKNOLL, INC.
For the period ended Aug 30, 2025. Filed Sep 29, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 30, 2025 · Filed Sep 29, 2025
MLKN$21.49-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-01; filed 2025-03-31.
0000066382-25-000027
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-08-30; filed 2025-09-29.
0000066382-25-000112
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 233 previous paragraphs and 157 current paragraphs.
54 unchanged; 38 reworded; 59 added; 139 removed; 2 previous and 6 current paragraphs rearranged.
Tables are not compared: 12 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (59)
Current report
•Gross margin in the first quarter was 38.5%, a decrease of 50 basis points when compared to the same quarter of the prior year, related primarily to the impact of increased net tariff-related costs in the period, which were offset in part by benefit from leverage on higher sales volume.
Current report
•Operating expenses decreased $6.5 million or 2.0% as compared to the same quarter of the prior year. The decrease was driven primarily by a $27.8 million decrease in integration charges as compared to the same period of the prior year. This decrease was offset in part by an increase in variable sales expenses, compensation and benefit costs and costs associated with the opening of additional retail stores.
Current report
•Debt extinguishment charges: Includes expenses associated with the extinguishment of debt. 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.
Current report
Net sales increased $94.2 million or 10.9% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. The increase was primarily driven by:
Current report
•Favorable foreign currency translation, which increased net sales by approximately $8 million.
Current report
•Price increases, net of incremental discounting, positively impacted net sales by approximately $2 million. This includes the favorable impact of pricing actions taken to help offset tariff cost pressures.
Current report
•Tariff-related costs, net of pricing actions taken to help offset costs, adversely impacted gross margin by approximately 110 basis points.
Current report
•These impacts were partially offset by favorable leverage on fixed costs due to higher sales volumes.
Current report
•A reduction in acquisition-related integration charges, which totaled approximately$28 million. This benefit was partially offset by:
Current report
•Increased fixed and variable compensation costs of approximately $9 million.
Current report
•Variable selling costs, including sales-based commissions and royalty expenses which rose by approximately $8 million compared to the prior year period.
Current report
•Incremental costs of $3 million associated with the expansion of our retail store footprint.
Current report
•Foreign currency translation also contributed an unfavorable impact of approximately $2 million relative to the prior year.
Current report
For the three month comparative period, Net sales increased 12.1%(*)on both a reported and an organic basis compared to the prior year period. This growth was primarily driven by:
Current report
•Increased sales volumes within the segment, contributing approximately $54 million to the increase;
Current report
•Price increases, net of incremental discounting positively impacted net sales by approximately $4 million. This includes the favorable impact of tariff-related pricing actions.
Current report
For the three month comparative period, operating earnings increased $40.8 million, or 253.4%, over the prior year period due to:
Current report
◦Favorable leverage on fixed costs due to higher sales volumes, which contributed approximately 110 basis points to gross margin improvement.
Current report
◦These were partially offset by the impact of tariff-related costs, which more than offset pricing actions taken to help offset tariffs. The net impact of tariffs in the quarter as compared to the prior year adversely impacted gross margin by approximately 130 basis points.
Current report
•Decreased Operating expenses of $16.5 million driven primarily by:
Current report
◦A reduction in acquisition-related integration charges, which totaled approximately $25 million. This benefit was partially offset by increased variable selling costs, including sales-based commissions and royalty expenses.
Current report
For the three month comparative period, Net sales increased 14.4%, or 11.3%(*) on an organic basis compared to the prior year period. This growth was primarily driven by:
Current report
•Higher sales volumes within the segment, contributing approximately $21 million to the increase;
Current report
•Favorable foreign currency translation, which increased net sales by approximately $5 million.
Current report
•These gains were partially offset by incremental discounting attributable to regional and product sales mix, net of price increases, which adversely impacted net sales by approximately $5 million.
Current report
For the three month comparative period, operating earnings increased $4.0 million or 42.1%, over the prior year period due to:
Current report
•Increased Gross margin of $5.3 million driven by the higher sales volumes explained above, which more than offset a decline in gross margin percentage of 150 basis points. The decrease in gross margin percentage was due primarily to:
Current report
◦Incremental discounting, net of price increases attributable to regional and product sales mix, resulted in a negative impact of approximately 240 basis points.
Current report
◦Tariff-related costs adversely impacted gross margin by approximately 50 basis points.
Current report
◦Unfavorable foreign currency translation further reduced margin by approximately 30 basis points.
Current report
◦These pressures were partially offset by favorable operating leverage on fixed costs resulting from increased sales volumes, which contributed approximately 170 basis points to margin improvement.
Current report
•Increased Operating expenses of $1.3 million. The following factors contributed to the change:
Current report
◦Increased fixed and variable compensation costs of $3 million.
Current report
◦Foreign currency translation which contributed an unfavorable impact of approximately $1 million relative to the prior year.
Current report
◦These increases were partially offset by a reduction in acquisition-related integration charges, which totaled approximately $3 million.
Current report
For the three month comparative period, Net sales increased 6.4%, and 4.9%(*)on an organic basis compared to the prior year period. This growth was primarily driven by:
Current report
•Higher sales volumes within the segment, contributing approximately $9 million to the increase.
Current report
•Favorable foreign currency translation, which increased net sales by approximately $3 million.
Current report
•Price increases, net of incremental discounting positively impacted net sales by approximately $3 million. This includes the favorable impact of pricing actions taken to help offset tariff cost pressures.
Current report
For the three month comparative period, Operating earnings decreased $3.9 million or 73.6% as compared to the prior year period due to:
Showing the first 40 of 59 passages. Open the source sections for the rest.
Removed paragraphs (139)
Previous report
The Company has modified its reporting segments in accordance with changes in the organizational structure effective March 1, 2025, the last day of the third quarter of fiscal year 2025. The Company has aligned internal management reporting to correspond to this new structure, resulting in the following changes to reporting segments.
Previous report
•The activities related to the Maharam, Spinneybeck|FilzFelt, Knoll Textiles, and Edelman brands, which were previously reported within the International Contract & Specialty segment, have been moved to the North America Contract segment.
Previous report
•The activities related to the Holly Hunt brand, which were previously reported within the International Contract & Specialty segment, have been moved to the Global Retail segment.
Previous report
•The activities related to Latin America Contract, which were previously reported within the Americas Contract segment, have been moved to the International Contract segment.
Previous report
Following these modifications, the Company's three reportable segments are North America Contract (formerly Americas Contract), International Contract (formerly International Contract & Specialty), and Global Retail.
Previous report
•Gross margin in the third quarter was 37.9%, a decrease of 70 basis points when compared to the same quarter of the prior year, related primarily to unfavorable channel and product mix, lower fixed cost leverage, and higher commodity costs.
Previous report
•Operating expenses increased by $120.4 million or 40.9% as compared to the same quarter of the prior year. The increase was driven primarily by $130.0 million of indefinite-lived intangible impairment charges in the quarter, offset in part by lower incentive compensation expense as compared to the same quarter of the prior year.
Previous report
•MillerKnoll's results in the third quarter of fiscal year 2025 reflect the advantage of our diversified business model, with relative strength in certain markets and channels mitigating softness in others, along with a disciplined focus on our cost structure amidst very dynamic macroeconomic conditions.
Previous report
•Impairment charges: Includes non-cash, pre-tax charges for the impairment of the Knoll and Muuto trade names as well as impairment of goodwill attributed to the Global Retail and Holly Hunt reporting units.
Previous report
Net sales increased $3.9 million or 0.4% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. The following items contributed to the change:
Previous report
•Increased sales volume within the Global Retail and North America Contract segments of approximately $9 million and $7 million, respectively; and
Previous report
•Price increases, net of incremental discounting, which drove an increase in Net sales of approximately $1 million. Offset in part by:
Previous report
•Foreign currency translation decreased Net sales by approximately $10 million.
Previous report
•Decrease of $2 million related to the closure of the HAY eCommerce channel in North America that occurred in the prior year.
Previous report
•Decreased sales volume within the International Contract segment of approximately $1 million.
Previous report
Net sales decreased $31.4 million or 1.1% in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. The following items contributed to the change:
Previous report
•Decrease of $12 million related to the closure of the HAY eCommerce channel in North America that occurred in the prior year.
Previous report
•Foreign currency translation decreased Net sales by approximately $10 million. Offset in part by:
Previous report
•Increased sales volume within the International Contract segment of approximately $18 million.
Previous report
•Price increases, net of incremental discounting, which drove an increase in Net sales of approximately $14 million.
Previous report
•Increased commodity costs negatively impacted margin by approximately 40 basis points.
Previous report
•Unfavorable channel and product mix negatively impacted margin by approximately 30 basis points.
Previous report
•Loss of leverage on lower sales volumes negatively impacted margin by approximately 30 basis points. These factors were offset in part by:
Previous report
•Reduced freight and product distribution costs, net of freight revenue, as compared to the same period of the prior year which increased gross margin by approximately 30 basis points.
Previous report
Gross margin was 38.6% in the nine months ended March 1, 2025, as compared to 39.0% for the same period in the prior fiscal year. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:
Previous report
•Loss of leverage on lower sales volumes negatively impacted margin by approximately 40 basis points.
Previous report
•Unfavorable channel and product mix negatively impacted margin by approximately 20 basis points.
Previous report
•Increased commodity costs negatively impacted margin by approximately 20 basis points. These factors were offset in part by:
Previous report
•Price increases, net of incremental discounting, contributed to margin improvement of approximately 30 basis points.
Previous report
•Impairment charges of$130 million related to goodwill attributed to the Holly Hunt and Global Retail reporting units as well as related to the Knoll and Muuto indefinite-lived trade name intangible assets in the current year period.
Previous report
•Increased restructuring charges related primarily to workforce reduction actions of $3 million as compared to the prior year period. Offset in part by:
Previous report
•Incentive compensation which decreased approximately $12 million; and
Previous report
•Decreased foreign currency translation, acquisition related integration charges, and variable selling and marketing costs as compared to the prior year period.
Previous report
Operating expenses increased by $126.6 million or 13.7% in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024. The following factors contributed to the change:
Previous report
•Impairment charges of$130 million related to goodwill attributed to the Holly Hunt and Global Retail reporting units as well as related to the Knoll and Muuto indefinite-lived trade name intangible assets in the current year period.
Previous report
•Knoll acquisition related integration charges contributed an increase in Operating expenses as compared to the same period of the prior year of approximately $10 million.
Previous report
•Selling and marketing costs, which increased by approximately $4 million. These increases were offset in part by:
Previous report
•Incentive compensation which decreased by approximately $12 million.
Previous report
•Decreased restructuring charges related to workforce reduction actions taken as compared to the prior year period of approximately $5 million.
Previous report
•Reduced net periodic benefit income due to the termination of the Knoll pension plan in the current year.
Showing the first 40 of 139 passages. Open the source sections for the rest.
Reworded paragraphs (38)
Previous wording
•Net sales were $876.2 million and orders were $853.1 million, representing an increase of 0.4% and 2.7%, respectively, when compared to the same quarter of the prior year. On an organic basis, which excludes the impact of foreign currency translation and the impact of the closure of the North American HAY eCommerce channel within the Global Retail segment, Net sales were $885.8 million()and orders were $862.2 million(), representing an organic increase of 1.8%() and 4.1%(), respectively, when compared to the same quarter of the prior year.
Current wording
•Net sales were $955.7 million and orders were $885.4 million, representing an increase of 10.9% and a decrease of 5.4%, respectively, when compared to the same quarter of the prior year. On an organic basis, which excludes the impact of foreign currency translation, Net sales were $947.4 million()and orders were $877.5 million(), representing an organic increase of 10.0%() and an organic decrease of 6.2%(), respectively, when compared to the same quarter of the prior year.
Previous wording
•The effective tax rate was 88.3% compared to 16.0% for the same quarter of the prior year. The change as compared to the prior year resulted primarily from the impact of the estimated annual effective tax rate on the current quarter pre-tax loss driven by the impairment of indefinite-lived intangible assets during the quarter.
Current wording
•The effective tax rate was 26.5% compared to 66.2% for the same quarter of the prior year. The change as compared to the prior year resulted primarily from the level of net income or net loss in the periods as well as the impact of discrete items in each of the periods.
Previous wording
•Diluted loss per share was $0.19 as compared to diluted earnings per share of $0.30 in the prior year. Adjusted diluted earnings per share was $0.44(), a 2.2%() decrease as compared to the prior year quarter adjusted diluted earnings per share.
Current wording
•Diluted earnings per share in the quarter was $0.29 as compared to diluted loss per share of $0.02 in the prior year. Adjusted diluted earnings per share was $0.45(), a 25.0%() increase as compared to the prior year quarter.
Previous wording
•The North America Contract segment in the third quarter reported Net sales totaling $468.2 million, up 1.4% compared to the prior year period on a reported basis and up 1.7%() organically. North America Contract had new orders of $434.0 million, which was a decrease of 1.8% from the prior year and a decrease of 1.5%() on an organic basis.
Current wording
•The North America Contract segment in the first quarter reported Net sales totaling $533.9 million, up 12.1% compared to the prior year period on a reported and organic basis. North America Contract had new orders of $492.2 million, which represents a decrease of 8.2% from the prior year on both a reported and organic basis.
Previous wording
•The International Contract segment delivered Net sales in the third quarter of $145.5 million, a decrease of 5.0% from the year-ago period on a reported basis and a decrease of 1.5%() organically. New orders in this segment totaled $159.2 million, representing a year-over-year decrease of 1.6% on a reported basis and an increase of 1.4%() organically.
Current wording
•The International Contract segment delivered Net sales in the first quarter of $167.5 million, an increase of 14.4% from the year-ago period on a reported basis and an increase of 11.3%() organically. New orders in this segment totaled $154.5 million, representing a year-over-year decrease of 6.5% on a reported basis and a decrease of 9.2%() organically.
Previous wording
•Net sales in the third quarter for the Global Retail segment totaled $262.5 million, an increase of 1.9% over the same quarter last year on a reported basis and an increase of 3.9%() organically. Orders in the quarter totaled $259.9 million, up 14.7% compared to the same period last year on a reported basis and up 16.9%() organically. Both sales and orders were positively impacted by a shift in timing of the cyber week holiday promotion period, which fell into both the second and third quarters of fiscal year 2025 and fell entirely within the second quarter last fiscal year. Although sales and orders in the quarter benefited from the shift in the timing of this year's holiday/cyber promotional period versus the prior year, orders were up over 4% in the segment and up 14% in the North America region, even after adjusting for this timing difference.
Current wording
•Net sales in the first quarter for the Global Retail segment totaled $254.3 million, an increase of 6.4% over the same quarter last year on a reported basis and an increase of 4.9%() organically. Orders in the quarter totaled $238.7 million, up 1.7% compared to the same period last year on a reported basis and up 0.3%() organically.
Previous wording
The remaining sections within Item 2 include additional analysis of the three and nine months ended March 1, 2025, including discussion of significant variances compared to the prior year periods.
Current wording
The remaining sections within Item 2 include additional analysis of the three months ended August 30, 2025, including discussion of significant variances compared to the prior year periods.
Previous wording
Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, impairment charges, Knoll pension plan termination charges and the related tax effect of these adjustments. These adjustments are described further below.
Current wording
Adjusted Earnings per Share represents reported diluted earnings per share excluding the impact from amortization of Knoll purchased intangibles, integration charges, restructuring expenses, Knoll pension plan termination charges, debt extinguishment charges and the related tax effect of these adjustments. These adjustments are described further below.
Previous wording
Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects and the impact of the closure of the North America HAY eCommerce channel in the Global Retail segment.
Current wording
Organic Growth (Decline) represents the change in sales and orders, excluding currency translation effects.
Previous wording
•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions.
Current wording
•Restructuring charges: Includes costs associated with actions involving targeted workforce reductions, facility consolidation charges, and accelerated depreciation of fixed assets.
Previous wording
•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan.
Current wording
•Knoll pension plan termination charges: Includes expenses incurred associated with the termination of the Knoll pension plan which was completed in the second quarter of fiscal year 2025.
Previous wording
The following table presents certain key highlights from the results of operations for the three and nine months ended:
Current wording
The following table presents certain key highlights from the results of operations for the three months ended:
Previous wording
The following table presents select components of the Company's Condensed Consolidated Statements of Comprehensive (Loss) Income as a percentage of Net sales, for the three and nine months ended:
Current wording
The following table presents select components of the Company's Condensed Consolidated Statements of Comprehensive Income (Loss) as a percentage of Net sales, for the three months ended:
Previous wording
The following chart presents graphically the primary drivers of the year-over-year change in Net sales for the three and nine months ended March 1, 2025. The amounts presented in the graph are expressed in millions and have been rounded.
Current wording
The following chart presents graphically the primary drivers of the year-over-year change in Net sales for the three months ended August 30, 2025. The amounts presented in the graph are expressed in millions and have been rounded.
Previous wording
•Decreased sales volume within the North America Contract and Global Retail segments of approximately $30 million and $12 million, respectively.
Current wording
•Higher sales volumes in the North America Contract, International Contract, and Global Retail segments, contributed approximately $54 million, $21 million, $9 million, respectively.
Previous wording
Gross margin was 37.9% in the third quarter of fiscal 2025 as compared to 38.6% in the third quarter of fiscal 2024. The following factors summarize the major drivers of the year-over-year change in gross margin percentage:
Current wording
Gross margin was 38.5% in the first quarter of fiscal 2026 as compared to 39.0% in the first quarter of fiscal 2025. The year-over-year change in gross margin percentage was primarily driven by the following factors:
Previous wording
The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses for the three and nine months ended March 1, 2025. The amounts presented in the graphs are expressed in millions and have been rounded.
Current wording
The following chart presents graphically the primary drivers of the year-over-year change in Operating expenses for the three months ended August 30, 2025. The amounts presented in the graphs are expressed in millions and have been rounded.
Previous wording
Operating expenses increased by $120.4 million or 40.9% in the third quarter of fiscal 2025 compared to the prior year period. The following factors contributed to the change:
Current wording
Operating expenses decreased by $6.5 million or 2.0% in the first quarter of fiscal 2026 compared to the prior year period. The following factors contributed to the change:
Previous wording
During the three months ended March 1, 2025, net Other expense was $18.6 million, representing an increase of $3.3 million compared to the same period in the prior year. The change is driven primarily by:
Current wording
During the three months ended August 30, 2025, net Other expense was $24.8 million, representing an increase of $7.9 million compared to the same period in the prior year. The change was primarily driven by a loss on extinguishment of debt of approximately $7.8 million incurred in connection with the refinancing of term loan debt during the current period.
Previous wording
The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa, Asia-Pacific and Latin America.
Current wording
The International Contract segment includes the operations associated with the design, sourcing, manufacture, and sale of furniture products directly or indirectly through an independent dealership network in Europe, the Middle East, Africa, Asia-Pacific and Latin America.
Previous wording
Unallocated expenses are reported within the Corporate category. For descriptions of each segment, refer to Note 14 of the Condensed Consolidated Financial Statements.
Current wording
The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. For descriptions of each segment, refer to Note 13 of the Condensed Consolidated Financial Statements.
Previous wording
The charts below present the relative mix of Net sales and Operating earnings across each of the Company's segments during the three and nine month periods ended March 1, 2025. This is followed by a discussion of the Company's results, by reportable segment. The amounts presented in the charts are in millions and have been rounded.
Current wording
The charts below present the relative mix of net sales and operating earnings across each of the Company's segments during the three month period ended August 30, 2025. This is followed by a discussion of the Company's results, by reportable segment. The amounts presented in the charts are in millions and have been rounded.
Previous wording
•Increased Gross margin of $4.9 million due to the increase in sales explained above and an increase in gross margin percentage of 90 basis points. The increase in gross margin percentage was due primarily tofavorable product and business mix which increased margin by approximately 120 basis points offset in part incremental discounting, net of price increases which had a negative impact on margin.
Current wording
•Increased Gross margin of $24.3 million due to the increase in sales noted above and an increase in gross margin percentage of 60 basis points. The increase in gross margin percentage was due primarily to:
Previous wording
•Reduced freight and product distribution costs, net of freight revenue, as compared to the same period of the prior year.
Current wording
◦Reduced freight and product distribution costs increased margin by approximately 80 basis points.
Previous wording
Corporate unallocated expenses totaled $14.7 million for the third quarter of fiscal 2025, an increase of $2.4 million from the third quarter of fiscal 2024 related primarily to higher stock based compensation expense.
Current wording
Corporate unallocated expenses totaled $18.3 million for the first quarter of fiscal 2026, an increase of $2.6 million from the first quarter of fiscal 2025 related primarily to fixed and variable compensation expense.
Previous wording
The table below summarizes the net change in Cash and cash equivalents for the nine months ended as indicated.
Current wording
The table below summarizes the net change in Cash and cash equivalents for the three months ended as indicated.
Previous wording
Net cash provided by operating activities for the nine months ended March 1, 2025, totaled $138.4 million compared to $273.9 million in the same period of the prior year. The decrease in cash inflow is due primarily to lower net income recorded in the current period as well as changes in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. Working capital changes were primarily affected by payment of variable compensation in the nine months ended March 1, 2025, the recognition of the tax benefit of the current quarter’s operating loss, as well as timing of collection of our receivables and inventory on hand.
Current wording
The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture, distribute, and market our products. Net cash provided by operating activities for the three months ended August 30, 2025, totaled$9.4 million compared to$21.1 million in the same period of the prior year. The decrease in cash inflow is due primarily to a net increase in working capital. Our working capital consists primarily of receivables from customers, inventory, prepaid expenses, accounts payable, accrued compensation, and accrued other expenses. The following all affect these account balances:
Previous wording
Cash used in investing activities for the nine months ended March 1, 2025, was $60.3 million, as compared to $61.0 million in the same period of the prior year. The change in cash outflow in the current year, compared to the prior year, was primarily due to the following:
Current wording
Cash used in investing activities for the three months ended August 30, 2025, was $30.5 million, as compared to $22.3 million in the same period of the prior year. The increase was primarily driven by higher capital expenditures in the current year.
Previous wording
At the end of the third quarter of fiscal 2025, there were outstanding commitments for capital purchases of $20.6 million. The Company plans to fund these commitments through a combination of cash on hand and cash flows from operations. The Company expects full-year capital purchases to be between $80 million and $100 million, which will be primarily related to investments in the Company's facilities and equipment. This compares to full-year capital spending of $78.4 million in fiscal 2024. Capital expenditures for the first nine months of fiscal 2025 were $68.1 million compared to $56.5 million for the nine months ended March 2, 2024.
Current wording
At the end of the first quarter of fiscal 2026, there were outstanding commitments for capital purchases of $14.9 million. The Company plans to fund these commitments through a combination of cash on hand and cash flows from operations. The Company expects full-year capital purchases to be between $120 million and $130 million, which will be primarily related to investments in the Company's facilities, (including manufacturing, showrooms, and retail stores) and equipment as well as investments associated with achieving the Company's sustainability goals. This compares to full-year capital spending of $107.6 million in fiscal 2025. Capital expenditures for the first three months of fiscal 2026 were $30.7 million compared to $22.6 million for the three months ended August 31, 2024.
Previous wording
Cash used in financing activities for the nine months ended March 1, 2025, was $127.6 million, as compared to $213.1 million in the same period of the prior year. The decrease in cash used in the current year, compared to the prior year, was primarily due to:
Current wording
Cash used in financing activities for the three months ended August 30, 2025, was $9.2 million, as compared to $20.3 million in the same period of the prior year. The decrease in cash used in the current year, compared to the prior year, was primarily due to:
Previous wording
•The Company repurchased 3,286,029 shares at a cost of $84.8 million in the current year as compared to 4,594,116 share repurchases totaling $101.0 million in the same period of the prior year.
Current wording
•The Company repurchased 377,995 shares at a cost of $7.2 million in the current period as compared to 1,544,733 share repurchases totaling $43.7 million in the same period of the prior year.
Previous wording
•Net borrowings on the credit agreement of $24.0 million in the current year compared to net payments of $48.8 million in the same period of the prior year. This was offset in part by:
Current wording
•Net borrowings on the credit agreement of $68.9 million in the current period compared to net borrowings of $43.1 million in the same period of the prior year. This was offset in part by:
Previous wording
At the end of the third quarter of fiscal 2025, the Company had a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 12 to the Condensed Consolidated Financial Statements.
Current wording
At the end of the first quarter of fiscal 2026, the Company had a well-positioned balance sheet and liquidity profile. The Company has access to liquidity through credit facilities as well as cash and cash equivalents. These sources have been summarized below. For additional information, refer to Note 11 to the Condensed Consolidated Financial Statements.
Previous wording
Of the Cash and cash equivalents noted above at the end of the third quarter of fiscal 2025, the Company had $164.8 million of Cash and cash equivalents held outside the United States.
Current wording
Of the Cash and cash equivalents noted above at the end of the first quarter of fiscal 2026, the Company had $158.6 million of Cash and cash equivalents held outside the United States.
Previous wording
As of March 1, 2025, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $414.0 million with available borrowings on this facility of $298.4 million.
Current wording
As of August 30, 2025, the total debt outstanding related to borrowings under the syndicated revolving line of credit was $399.7 million with available borrowings on this facility of $313.3 million.
Previous wording
The Company intends to repatriate $104.3 million of undistributed foreign earnings all of which is held in cash in certain foreign jurisdictions with the remainder of undistributed earnings outside the U.S. recorded in working capital. The Company has recorded a $3.7 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $104.3 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $347.5 million on March 1, 2025.
Current wording
The Company intends to repatriate $137.3 million of undistributed foreign earnings all of which is held in cash in certain foreign jurisdictions with the remainder of undistributed earnings outside the U.S. recorded in working capital. The Company has recorded a $3.5 million deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries. A significant portion of the $137.3 million of undistributed foreign earnings was previously taxed under the U.S. Tax Cut and Jobs Act (TCJA). The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S. which is estimated to be approximately $382.9 million on August 30, 2025.
Previous wording
Contractual obligations associated with ongoing business and financing activities will require cash payments in future periods. A table summarizing the amounts and estimated timing of these future cash payments as of June 1, 2024, was provided in the
Current wording
Contractual obligations associated with ongoing business and financing activities will require cash payments in future periods. A table summarizing the amounts and estimated timing of these future cash payments as of May 31, 2025, was provided in the Company's Annual Report on Form 10-K for the year ended May 31, 2025. There have been no material changes in such obligations since that date.
Previous wording
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of our acquisition of Knoll, the anticipated impact of the Knoll acquisition on the combined Company’s business and future financial and operating results, the expected amount and timing of synergies from the Knoll acquisition, the expected impact of recent and potential tariff changes on our business, 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 and geopolitical conditions, including the impact of supply chain challenges, tariffs, and recessionary pressures; the impact of government policies and actions, including those relating to public health, government spending, and trade relations; 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 Knoll acquisition on the ability of MillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom MillerKnoll does business, or on MillerKnoll’s operating results and business generally; the ability of MillerKnoll to implement its plans, forecasts and other expectations with respect to MillerKnoll’s business after the completion of the Knoll acquisition and realize expected synergies; business disruption following the Knoll acquisition; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; foreign currency exchange fluctuations; and the outcome of pending litigation or governmental audits or investigations. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking …
Excerpt shortened here; the source contains the full paragraph.
Current wording
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include those relating to future events, anticipated results of operations, our expectations regarding future market conditions, our business strategies, our assessment of risks we face, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on our results of operations or financial condition or the price of our stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to:
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
•The timing of collection of our receivables; and
Current report — wording carried from elsewhere
•Availability and pricing of raw materials;
Current report — wording carried from elsewhere
•Financial strength of our dealers and customers;
Current report — wording carried from elsewhere
•Pace and level of government procurement; and
Current report — wording carried from elsewhere
•Outcome of pending litigation or governmental audits or investigations.
Current report — wording carried from elsewhere
For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in our most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ended May 31, 2025. The forward-looking statements included in this report are made only as of the date hereof. MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
•Increased capital expenditures in the current year.
Previous report — wording carried elsewhere
Company's Annual Report on Form 10-K for the year ended June 1, 2024. There have been no material changes in such obligations since that date.