Notes to Condensed Consolidated Financial Statements (Unaudited)
July 4, 2026
Note 1. Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements of HNI Corporation (individually and together with its consolidated subsidiaries, the "Corporation" or "HNI") have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The January 3, 2026 consolidated balance sheet included in this Form 10-Q was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results for the six-months ended July 4, 2026 are not necessarily indicative of the results expected for the fiscal year ending January 2, 2027 or for any other period. For further information, refer to the consolidated financial statements and accompanying notes included in the Corporation's Annual Report on Form 10-K for the fiscal year ended January 3, 2026 filed with the Securities and Exchange Commission. All dollar amounts presented are in millions, except per share data or where otherwise indicated. Amounts may not sum due to rounding.
On December 10, 2025, the Corporation acquired Steelcase Inc. ("Steelcase"). The Corporation included the financial results of Steelcase in the Condensed Consolidated Financial Statements starting as of the date of acquisition. References to "legacy" HNI businesses in this report exclude the acquisition of Steelcase and its impact on the Corporation's businesses. See "Note 3. Acquisition and Divestitures" for further information.
Certain reclassifications have been made with the financial statements to conform to the current period presentation.
Note 2. Revenue from Contracts with Customers
Disaggregation of Revenue
Revenue from contracts with customers disaggregated by product category is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Systems, storage, and tables | $ | 594.9 | | | $ | 322.0 | | | $ | 1,157.8 | | | $ | 597.2 | |
| Seating | 343.7 | | | 149.7 | | | 655.7 | | | 283.3 | |
| Education | 170.6 | | | 20.8 | | | 245.9 | | | 28.6 | |
Other(1) | 214.5 | | | 23.4 | | | 449.9 | | | 47.9 | |
| Total workplace furnishings | 1,323.7 | | | 516.0 | | | 2,509.2 | | | 957.0 | |
| | | | | | | |
| Residential building products | 148.7 | | | 151.1 | | | 310.8 | | | 309.8 | |
| Net sales | $ | 1,472.4 | | | $ | 667.1 | | | $ | 2,819.9 | | | $ | 1,266.8 | |
(1) The other category consists of architectural products, workspace accessories, and miscellaneous product lines and services.
Sales by product category are subject to similar economic factors and market conditions. See "Note 14. Reportable Segment Information" for further information about operating segments.
The increase in Workplace Furnishings net sales in the current year period was driven by the acquisition of Steelcase in December 2025. See "Note 3. Acquisition and Divestitures" for further information.
Contract Liabilities
The Corporation has contract liabilities consisting of customer deposits included in "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets as follows:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Contract liabilities - Customer deposits | $ | 89.0 | | | $ | 102.9 | |
Contract liabilities for customer deposits paid to the Corporation prior to the satisfaction of performance obligations are recognized as revenue upon completion of the performance obligations. The contract liability balance related to customer deposits was $102.9 million as of January 3, 2026, of which $87.4 million was recognized as revenue in the six-months ended July 4, 2026.
In addition to trade receivables, the Corporation has other assets consisting of funds paid up-front to certain workplace furnishings dealers in exchange for their multi-year commitment to market and sell the Corporation’s products. These assets are amortized over the term of the contracts and recognized as a reduction of revenue and are as follows in the Condensed Consolidated Balance Sheets:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Current - Prepaid expenses and other current assets | $ | 5.1 | | | $ | 3.1 | |
| Long Term - Other assets | $ | 57.8 | | | $ | 26.3 | |
The increase in assets in the current year was driven by additional investments in workplace furnishings dealers.
Note 3. Acquisitions and Divestitures
Acquisition - Steelcase
On December 10, 2025, HNI completed its acquisition of Steelcase, a global design and furniture manufacturing company that maintains its principal office in Grand Rapids, Michigan. As a result of the acquisition, Steelcase became a wholly-owned subsidiary of HNI and is part of the Workplace Furnishings segment. The transaction involved payment of total fair market value consideration of approximately $1.9 billion, including total cash consideration of $864.5 million, share consideration valued at $1.0 billion and replacement share-based awards valued at $45.4 million. Of the $864.5 million of cash consideration, $37.6 million represents the value of the equivalent shares for which service was provided by the grantees prior to December 10, 2025 and will be paid as the equivalent shares vest.
HNI obtained revolving and term credit facilities in an aggregate principal amount of $865 million the proceeds of which were used for the consummation of the acquisition, including the payment of the cash consideration, the repayment of existing indebtedness of HNI and Steelcase, and the payment of fees, costs and commissions in connection with the foregoing. See “Note 7. Debt.”
The Corporation has incurred aggregate acquisition-related expenses of $102.4 million related to this transaction, of which $93.8 million of expenses were incurred as corporate costs and $8.5 million of expenses were recorded in the Workplace Furnishings segment, and $9.5 million of interest-related expenses. The majority of these expenses were incurred during 2025 when the Corporation incurred $94.6 million in acquisition-related charges and $9.5 million of interest-related charges. In the first six months ended July 4, 2026, $7.8 million of expenses were incurred and included in "Acquisition and related costs" in the Condensed Consolidated Statements of Comprehensive Income. Acquisition and related costs include change in control compensation expense, transaction success fees, retention compensation, and other professional services fees. Incurred primarily in 2025, capitalized costs related to the transaction included $12.0 million of financing fees in "Long-Term Debt," $2.0 million of financing fees in "Other Assets," $0.5 million of financing fees in "Prepaid expenses and other current assets," and $2.1 million of stock issuance fees in "HNI Corporation's shareholders' equity" in the Condensed Consolidated Balance Sheets.
The acquired assets and assumed liabilities and results of Steelcase's operations are included in the Corporation's segments as of December 10, 2025, as noted below. The acquisition was accounted for using the acquisition method pursuant to ASC 805, Business Combinations, with goodwill recorded in an amount representing the excess of the purchase price over the fair value
of identifiable tangible and intangible assets and liabilities. Goodwill, which is not tax-deductible, is primarily attributable to the assembled workforce of Steelcase and anticipated synergies.
The total fair market value of consideration was $1,922.3 million, which is allocated as follows:
| | | | | | | | | | | | | | | | | | | |
| Steelcase Shares | | HNI Shares Exchanged | | Fair Value | | |
| Cash Consideration: | | | | | | | |
| Shares of Steelcase common stock issued and outstanding as of December 10, 2025 | 114.8 | | | | 826.8 | | | |
| Steelcase common stock equivalent shares as of December 10, 2025 | 6.9 | | | | 37.6 | | | |
| Total number of shares of Steelcase common stock for cash consideration | 121.7 | | | | 864.5 | | | |
| | | | | | | |
| Share Consideration: | | | | | | | |
| Shares of Steelcase common stock issued and outstanding as of December 10, 2025 | 114.8 | | 25.2 | | 1,012.5 | | | |
| | | | | | | |
| Replacement Share-Based Awards: | | | | | | | |
| Outstanding awards of Steelcase restricted stock units relating to Steelcase common stock as of December 10, 2025 | 4.2 | | 0.9 | | 26.9 | | | |
| Outstanding Steelcase performance unit awards relating to Steelcase common stock as of December 10, 2025 | 2.7 | | 0.6 | | 18.5 | | | |
| | | | | | | |
| Total acquisition date fair value of purchase consideration | | | | | $ | 1,922.3 | | | |
Consideration provided in the form of HNI Corporation shares and HNI Corporation replacement share-based awards represents non-cash consideration.
The preliminary purchase price allocation at the date of acquisition is as follows:
| | | | | |
| |
| December 10, 2025 |
| Assets | |
| Cash and cash equivalents | $ | 429.3 | |
| Restricted cash | 7.3 | |
| Receivables | 393.4 | |
| Inventories | 351.4 | |
| Prepaid expenses and other current assets | 110.3 | |
| |
| Property, plant, and equipment | 551.8 | |
| Right-of-use operating leases | 175.2 | |
| Goodwill | 391.2 | |
| Identified intangible assets | 871.0 | |
| Other assets | 229.6 | |
| |
| Total Assets | $ | 3,510.5 | |
| |
| Liabilities | |
| Accounts payable and accrued expenses | $ | 709.7 | |
| Current lease obligations – operating | 43.7 | |
| Long Term Debt | 437.5 | |
| Long-term lease obligations – operating | 130.4 | |
| Other long-term liabilities | 129.7 | |
| Deferred income taxes | 137.2 | |
| Total Liabilities | $ | 1,588.1 | |
| |
| Net Assets and Liabilities | $ | 1,922.3 | |
All preliminary goodwill is assigned to the Workplace Furnishings segment.
The following table summarizes the acquired identified intangible assets and weighted average useful lives:
| | | | | | | | | | | | | | |
| Category | | Weighted-average useful life | | Fair Value |
| Customer lists | | 12.7 years | | 330.0 | |
| Trademarks and trade names – Definite-lived | | 10 years | | 36.0 | |
| Acquired technology | | 6 years | | 99.0 | |
| Software | | 5 years | | 90.0 |
| Backlog | | 1 year | | 30.0 |
| Trademarks and trade names – Indefinite-lived | | Indefinite-lived | | 286.0 | |
| Total identified intangible assets | | | | $ | 871.0 | |
The valuation analysis involves complex management estimates and assumptions using income, market and cost approaches and assumptions such as property appraisals, projections of future revenues, cost and cash flows, discount rates, royalty rates, long-term growth rates, and technology build costs. At this time, assets and liabilities are recorded based on preliminary data and assumptions as the Corporation is in the process of reviewing information related to the determination of the fair values. The provisional assets and liabilities will be adjusted to reflect the finally determined amounts, and those adjustments may be material. Currently, the fair values of all assets acquired and assumed liabilities are considered preliminary. The fair value measurements of property, plant, and equipment and intangible assets are characterized as Level 3 in the fair value hierarchy. The Corporation expects to finalize the purchase price allocation in the second half of 2026. During the six months ended July
4, 2026, revisions were made to the purchase price allocation that resulted in a net decrease to goodwill of $124.7 million, primarily due to provisional valuation adjustments to: intangible assets (increased $281.0 million), inventory (increased $31.3 million), net deferred tax (increased $41.2 million), property, plant, and equipment (decreased $71.0 million), and other assets (decreased $85.2 million). Purchase accounting associated with the measurement period adjustments in the current year which would have been recognized at the acquisition date had the information been known totaled $16.6 million. Of this amount, $11.6 million was included in Cost of sales in the Condensed Consolidated Statements of Comprehensive Income, and related to the inventory step-up and additional depreciation for the preliminary valuation adjustment to property, plant and equipment. The remaining $5.0 million was included in Selling and administrative expenses and related to amortization of intangible assets and additional depreciation resulting from the preliminary valuation.
The following table summarizes the results of Steelcase operations included in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 4, 2026, including pretax acquisition and related costs of $11.3 million and $19.9 million, respectively, and purchase accounting of $21.9 million and $86.1 million, respectively.
| | | | | | | | | | | |
| Three Months Ended - July 4, 2026 | | Six Months Ended - July 4, 2026 |
| Net sales | $ | 806.9 | | | $ | 1,580.8 | |
| Net loss | $ | (11.6) | | | $ | (71.3) | |
Pro Forma Results of Operations - Steelcase Acquisition (Unaudited)
The following table provides, on a pro forma basis, the combined results of operations of HNI Corporation and Steelcase for the three and six months ended June 28, 2025, as though the acquisition and related financing had occurred as of December 31, 2023 the first day of the Corporation’s 2024 fiscal year. The pro forma results include certain purchase accounting adjustments such as: elimination of sales between HNI Corporation and Steelcase-owned dealers; estimated depreciation and amortization expense on acquired tangible and intangible assets; stock based compensation associated with additional awards; interest associated with additional borrowings to finance the acquisition; non-recurring transaction costs as outlined above; and the impact to income tax expense. This pro forma information is not necessarily reflective of what the Corporation’s results would have been had the acquisition occurred on the date indicated, nor is it indicative of future results.
| | | | | | | | | | | |
| Three Months Ended - June 28, 2025 | | Six Months Ended - June 28, 2025 |
| Net sales | $ | 1,518.0 | | | $ | 2,910.5 | |
| Net income | $ | 62.2 | | | $ | 83.0 | |
Divestiture of HNI India
In April 2025, the Corporation closed on the sale of its HNI India business, which was a component of the Workplace Furnishings segment, to Kokuyo Co., Ltd. in a transaction structured as a stock sale. The Corporation received $9.5 million in gross cash proceeds, or $8.1 million net of cash and transaction fees. In aggregate, the Corporation recognized a $6.5 million pre-tax loss on the sale. Included in the loss is a cumulative foreign currency translation loss of $6.0 million that was reclassified from accumulated other comprehensive income, and transaction-related expenses of $0.6 million.
Note 4. Inventories
The Corporation’s Residential Building Products inventories, and a majority of its Workplace Furnishings inventories, are valued at cost, on the "last-in, first-out" (LIFO) basis. Remaining inventories are generally valued at the lower of cost, on the "first-in, first-out" (FIFO) basis, or net realizable value. Inventories included in the Condensed Consolidated Balance Sheets consisted of the following:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
|
| Finished products, net | $ | 250.1 | | | $ | 217.3 | |
| Materials and work in process, net | 301.7 | | | 310.7 | |
| LIFO allowance | (53.1) | | | (52.7) | |
| Total inventories, net | $ | 498.8 | | | $ | 475.3 | |
| | | |
| Inventory valued by the LIFO costing method | 73 | % | | 61 | % |
The increase in inventory valued at LIFO was driven by additional pools of inventory being valued at LIFO starting in the first quarter of 2026, the impact of which was immaterial to the LIFO allowance.
In addition to the LIFO allowance, the Corporation recorded inventory allowances reducing finished products, materials, and work in process of $11.1 million and $9.7 million as of July 4, 2026 and January 3, 2026, respectively, to adjust for excess and obsolete inventory or otherwise reduce FIFO-basis inventory to net realizable value.
Note 5. Goodwill and Other Intangible Assets
Goodwill and other intangible assets included in the Condensed Consolidated Balance Sheets consisted of the following:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Goodwill, net | $ | 833.3 | | | $ | 958.0 | |
| Definite-lived intangible assets, net | 626.3 | | | 425.5 | |
| Indefinite-lived intangible assets | 333.0 | | | 319.1 | |
| Total goodwill and other intangible assets, net | $ | 1,792.6 | | | $ | 1,702.6 | |
Goodwill
The activity in the carrying amount of goodwill, by reporting segment, was as follows:
| | | | | | | | | | | | | | | | | |
| Workplace Furnishings | | Residential Building Products | | Total |
| Balance as of January 3, 2026 | | | | | |
| Goodwill | $ | 800.3 | | | $ | 222.4 | | | $ | 1,022.7 | |
| Accumulated impairment losses | (64.6) | | | (0.1) | | | (64.7) | |
Net goodwill balance as of January 3, 2026 | 735.7 | | | 222.3 | | | 958.0 | |
| | | | | |
| Goodwill measurement period adjustments | (124.7) | | | — | | | (124.7) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Balance as of July 4, 2026 | | | | | |
| Goodwill | 675.6 | | | 222.4 | | | 898.0 | |
| Accumulated impairment losses | (64.6) | | | (0.1) | | | (64.7) | |
Net goodwill balance as of July 4, 2026 | $ | 611.0 | | | $ | 222.3 | | | $ | 833.3 | |
Goodwill measurement period adjustments in the current year relate to the acquisition of Steelcase in the fourth quarter of 2025. Goodwill related to the acquisition of Steelcase may change materially during 2026 while the measurement period is open. See "Note 3. Acquisitions and Divestitures" for further information.
Definite-lived intangible assets
The table below summarizes amortizable definite-lived intangible assets, which are reflected in "Goodwill and Other Intangible Assets, net" in the Condensed Consolidated Balance Sheets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
| | | | | | | | | | | |
| Software | $ | 360.3 | | | $ | 256.0 | | | $ | 104.4 | | | $ | 275.1 | | | $ | 244.7 | | | $ | 30.4 | |
| Trademarks and trade names | 48.9 | | | 9.8 | | | 39.1 | | | 15.6 | | | 9.5 | | | 6.2 | |
| Customer lists and other | 590.7 | | | 107.9 | | | 482.9 | | | 454.2 | | | 65.3 | | | 388.9 | |
| Total definite-lived intangible assets | $ | 1,000.0 | | | $ | 373.7 | | | $ | 626.3 | | | $ | 745.0 | | | $ | 319.5 | | | $ | 425.5 | |
Amortization expense is reflected in "Selling and administrative expenses" in the Condensed Consolidated Statements of Comprehensive Income and was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Capitalized software | $ | 7.3 | | | $ | 4.7 | | | $ | 17.7 | | | $ | 9.4 | |
| Other definite-lived intangibles | $ | 20.5 | | | $ | 2.6 | | | $ | 46.3 | | | $ | 5.2 | |
Amortization expense in the current-year period was impacted by adjustments to intangible asset values based on the preliminary valuation of definite-lived intangibles acquired with Steelcase.
The occurrence of events such as acquisitions, dispositions, or impairments may impact future amortization expense. Amortization based on the preliminary valuation of definite-lived intangibles acquired with Steelcase is included in the projection below. A decline in the next several years will be primarily attributable to the completion of the amortization related to identified intangibles with respect to backlog from the Steelcase acquisition and the completion of the Corporation’s Business Systems Transformation investment. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for the remainder of 2026 and each of the following four years is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2026 (Q3 - Q4) | | 2027 | | 2028 | | 2029 | | 2030 |
| Amortization expense | | $ | 57.1 | | | $ | 83.1 | | | $ | 74.7 | | | $ | 74.2 | | | $ | 73.9 | |
Indefinite-lived intangible assets
The Corporation also owns certain intangible assets, which are deemed to have indefinite useful lives because they are expected to generate cash flows indefinitely. Indefinite-lived trade names acquired with Steelcase are preliminary and may change materially during 2026. These indefinite-lived intangible assets are reflected in "Goodwill and Other Intangible Assets, net" in the Condensed Consolidated Balance Sheets:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Trademarks and trade names | $ | 333.0 | | | $ | 319.1 | |
The increase in the current-year period was due to an adjustment in the value of the indefinite-lived trade name based on the preliminary valuation of Steelcase and is subject to change with the finalization of the valuation analysis.
Impairment Analysis
The Corporation evaluates its goodwill and indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter, or whenever indicators of impairment exist. The Corporation also evaluates long-lived assets (which include definite-lived intangible assets) for impairment if indicators exist.
Note 6. Product Warranties
The Corporation issues certain warranty policies on its Workplace Furnishings and Residential Building Products that provide for repair or replacement of any covered product or component that fails during normal use because of a defect in design, materials, or workmanship. The duration of warranty policies on the Corporation’s products varies based on the type of product. Allowances have been established for the anticipated future costs associated with the Corporation’s warranty programs.
A warranty allowance is determined by recording a specific allowance for known warranty issues and an additional allowance for unknown claims expected to be incurred based on historical claims experience. Actual claims incurred could differ materially from the original estimates, requiring adjustments to the allowance.
Activity associated with warranty obligations was as follows:
| | | | | | | | | | | |
| Six Months Ended |
| July 4, 2026 | | June 28, 2025 |
| Balance at beginning of period | $ | 48.2 | | | $ | 17.5 | |
| | | |
| Accruals for warranties issued | 17.5 | | | 6.8 | |
| | | |
| Settlements | (16.3) | | | (6.7) | |
| | | |
| Accruals included in acquisition / divestiture | 0.6 | | | (0.4) | |
| Balance at end of period | $ | 50.0 | | | $ | 17.2 | |
The increase in activity and balances during the current-year period was due to the acquisition of Steelcase during December 2025, see "Note 3. Acquisitions and Divestitures".
The current and long-term portions of the allowance for estimated settlements are included within "Accounts payable and accrued expenses" and "Other Long-Term Liabilities," respectively, in the Condensed Consolidated Balance Sheets. The following table summarizes when these estimated settlements are expected to be paid:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
| Current - in the next twelve months | $ | 19.8 | | | $ | 19.3 | |
| Long-term - beyond one year | 30.3 | | | 28.9 | |
| Total | $ | 50.0 | | | $ | 48.2 | |
Note 7. Debt
Debt is as follows:
| | | | | | | | | | | |
| July 4, 2026 | | January 3, 2026 |
Revolving credit facility with interest at a variable rate (July 4, 2026 - 5.3 %; January 3, 2026 - 5.3 %) | $ | 103.0 | | | $ | 15.0 | |
Term Loan A with interest at a variable rate (July 4, 2026 - 5.3%; January 3, 2026 - 5.2%) | 345.6 | | | 350.0 | |
Term Loan B with interest at a variable rate (July 4, 2026 - 5.4%; January 3, 2026 - 5.8%) | 497.5 | | | 500.0 | |
Public Notes with fixed rates due in 2029 with an interest rate of 5.125% | 450.0 | | | 450.0 | |
| Other amounts | — | | | 2.4 | |
| Deferred debt issuance costs | (20.9) | | | (24.3) | |
| Total debt | 1,375.2 | | | 1,293.1 | |
| Less: Current maturities of debt | 18.1 | | | 16.2 | |
| Long-term debt | $ | 1,357.1 | | | $ | 1,276.9 | |
The aggregate carrying value of the Corporation’s variable-rate, long-term debt obligations under the revolving credit and term loan facilities at July 4, 2026 was $946 million, which approximated fair value. The fair value of the public notes was estimated based on a discounted cash flow method (Level 2) to be $443 million at July 4, 2026.
Credit Facilities for Merger Agreement Transactions
On September 5, 2025, in connection with the acquisition of Steelcase, the Corporation entered into a Credit Agreement, by and among the Corporation, certain domestic subsidiaries of the Corporation, the lenders from time-to-time party thereto, Wells Fargo Bank, National Association, as administrative agent, and other parties named therein (as amended, restated, supplemented or otherwise modified by time to time, including by Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, and Amendment No. 2 to Credit Agreement, dated as of December 10, 2025, the “Credit Agreement”). The Credit Agreement establishes (i) a senior secured revolving credit facility (the “Revolving Facility,” and the loans thereunder, the “Revolving Loans”), (ii) a senior secured “term loan A” credit facility (the “TLA Facility,” and the loans thereunder, the “Term A Loans”) and (iii) a senior secured “term loan B” credit facility (the “TLB Facility,” and the loans thereunder, the “Term B Loans”). Upon completion of the Steelcase acquisition on December 10, 2025 (the "Closing Date"), the Corporation executed borrowings under these Credit Agreement facilities, which were used primarily to repay and retire outstanding credit facilities and to fund the completion of the Steelcase acquisition.
On June 10, 2026, the Corporation entered into Amendment No. 3 to Credit Agreement (“Amendment No. 3”). Amendment No. 3 provides for a new $499 million tranche of term loans maturing in 2032 (the “Replacement Term B Loans”), the proceeds of which were used to refinance all outstanding Term B Loans. Substantially all terms and conditions of the Credit Agreement were unchanged by Amendment No. 3 other than the Applicable Percentage for the 2026 Refinancing Term B Loans.
Revolving Credit Facility
As of July 4, 2026, the Corporation had $103.0 million of borrowings outstanding under the $425 million Revolving Facility. The Revolving Facility has a scheduled maturity date of the earlier of (a) 5 years after the closing date of the Steelcase acquisition or December 10, 2030 or (b) a customary springing maturity date. The entire amount drawn under the Revolving Facility is considered long-term as the Corporation assumes no obligation to repay any of the amounts borrowed in the next twelve months. The Corporation can access the full $425 million of borrowing capacity available under the Revolving Facility, which includes the $103.0 million of borrowings outstanding as of July 4, 2026, and maintain compliance with the financial covenants under the Credit Agreement, described below.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of deferred debt issuance costs related to the Revolving Facility are classified as assets, and the Corporation is amortizing such costs over the term of Revolving Facility. The current portion of the Revolving Facility deferred debt issuance costs of $0.5 million is the amount to be amortized over the next twelve months and is reflected in "Prepaid expenses and other current assets" in the
Condensed Consolidated Balance Sheets. The long-term portion of the Revolving Facility deferred debt issuance costs of $1.8 million is reflected in "Other Assets" in the Condensed Consolidated Balance Sheets.
In addition to cash flows from operations, the Revolving Facility under the Credit Agreement is the primary source of daily operating capital for the Corporation and provides additional financial capacity for capital expenditures, repurchases of common stock, and strategic initiatives, such as acquisitions.
TLA Facility
As of July 4, 2026, the Corporation had $345.6 million of borrowings outstanding under the TLA Facility. The TLA Facility has a scheduled maturity date of the earlier of (a) 5 years after the closing date of the Steelcase acquisition or December 10, 2030 (the “TLA Maturity Date”) or (b) a customary springing maturity date. The TLA Facility is subject to principal amortization which began on the last business day of March 2026 with quarterly principal payments due thereafter through the TLA Maturity Date. The quarterly amortization payments are equal to the following amounts of the original principal amount of the Term A Loans: (i) 0.625% for the first four full fiscal quarters after the Closing Date; (ii) 1.25% for the fifth through twelfth full fiscal quarters after the Closing Date (iii) 1.875% for the thirteenth through sixteenth full fiscal quarters after the Closing Date; and (iv) 2.5% for the seventeenth full fiscal quarter after the Closing Date through the TLA Maturity Date.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of deferred debt issuance costs related to the TLA Facility, which are classified as a reduction of long-term debt, are being amortized over the term of the TLA Facility. The TLA Facility deferred debt issuance costs do not reduce the amount owed by the Corporation under the TLA Loans. As of July 4, 2026, the TLA Facility deferred debt issuance costs balance of $1.8 million are reflected as a reduction to "Long-Term Debt" in the Condensed Consolidated Balance Sheets.
TLB Facility
As of July 4, 2026, the Corporation had $497.5 million principal amount of borrowings outstanding under the TLB Facility. Under Amendment No. 3 to the Credit Agreement, on June 10, 2026, all previously outstanding Term B Loans were refinanced and replaced with the 2026 Replacement Term B Loans, constituting a new $499 million tranche of term loans. Remaining terms of the TLB Facility were substantially unchanged. The TLB Facility continues to have a scheduled maturity date of (a) 7 years after the closing date of the Steelcase acquisition or December 10, 2032 (the “TLB Maturity Date”) or (b) a customary springing maturity date. The TLB Facility is subject to principal amortization which began on the last business day of March 2026 with quarterly principal payments due thereafter through the TLB Maturity Date. The quarterly amortization payments are in equal amounts of 0.25% of the original principal amount of the 2026 Replacement Term B Loans for each full fiscal quarter following the execution of Amendment No. 3 through the TLB Maturity Date.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of deferred debt issuance costs related to the TLB Facility, which are classified as a reduction of long-term debt, are being amortized over the term of the TLB Facility. The refinancing of the TLB Facility in June 2026 was treated as a partial extinguishment, as a result, a portion of the previously deferred debt issuance costs were recognized as Interest Expense in the Condensed Consolidated Statements of Comprehensive Income during the current period. The TLB Facility deferred debt issuance costs do not reduce the amount owed by the Corporation under the 2026 Replacement Term B Loans. As of July 4, 2026, the TLB Facility deferred debt issuance costs balance of $8.0 million is reflected as a reduction to "Long-Term Debt" in the Condensed Consolidated Balance Sheets.
Credit Agreement and Debt Covenants
The Credit Agreement contains customary representations and warranties by the Corporation, which include customary materiality, material adverse effect and knowledge qualifiers. The Credit Agreement also contains customary affirmative and negative covenants including, among other requirements, limitations relating to indebtedness, liens, changes to nature of business, mergers, sale of assets and indebtedness of subsidiaries, advances, investments and loans, transactions with affiliates, changes to fiscal year, and organizational documents, restricted actions, and negative pledges.
The Credit Agreement contains financial covenants in respect of the Revolving Facility and TLA Facility that require the maintenance of a maximum net leverage ratio and a minimum interest coverage ratio for periods after the Closing Date. The Corporation is required to maintain a maximum Net Leverage Ratio (as defined in the Credit Agreement) as of the end of each fiscal quarter of less than or equal to (i) 4.25 to 1.00 as of the end of each of the first, second, third and fourth full fiscal quarters ending after the Closing Date, (ii) 4.00 to 1.00 as of the end of each of the fifth and sixth full fiscal quarters ending after the
Closing Date and (iii) 3.50 to 1.00 as of the end of the seventh full fiscal quarter ending after the Closing Date and as of the end of each fiscal quarter thereafter. In addition, in respect of the Revolving Facility and the TLA Facility the Corporation is required to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) as of the end of each fiscal quarter of greater than or equal to 3.50 to 1.00. The Corporation was in compliance with these financial covenants as of July 4, 2026.
Public Notes
As of January 3, 2026 the Corporation had outstanding a total of $450.0 million principal amount of public notes (the "Public Notes), consisting of $351.0 million of principal amount of public notes issued by the Corporation in connection with the Steelcase acquisition in exchange for Steelcase public notes in the same principal amount, and $99.0 million principal amount of public notes issued by Steelcase that were not exchanged.
At the acquisition date, the Corporation adjusted the public notes acquired to fair value by recognizing a market discount. Additionally, the Corporation deferred the related debt issuance costs for the Credit Agreement. The fair value adjustment and proportionate share of the deferred debt issuance costs related to the Public Notes, which are classified as a reduction of long-term debt, are being amortized over the term of the Public Notes. The Public Notes discount and deferred debt issuance costs do not reduce the amount owed by the Corporation under the Public Notes. As of July 4, 2026, the Public Notes discount balance and deferred debt issuance costs of $11.1 million are reflected as a reduction to "Long-Term Debt" in the Condensed Consolidated Balance Sheets.
Note 8. Income Taxes
The Corporation’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The following table summarizes the Corporation’s income tax provision:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Income before income taxes | $ | 71.2 | | | $ | 62.0 | | | $ | 15.5 | | | $ | 80.9 | |
| Income taxes | $ | 20.1 | | | $ | 13.8 | | | $ | 3.2 | | | $ | 18.8 | |
| Effective tax rate | 28.2 | % | | 22.2 | % | | 20.9 | % | | 23.2 | % |
The Corporation’s effective tax rate for the three months ended July 4, 2026 was higher than the rate for the corresponding prior-year period, primarily due to the impact of non-deductible executive compensation, unfavorable equity-based compensation adjustments, and the settlement of certain foreign-related tax positions.
The Corporation's effective tax rate for the six months ended July 4, 2026 was lower than the corresponding prior-year period, primarily due to favorable equity-based compensation adjustments
Note 9. Fair Value Measurements of Financial Instruments
For recognition purposes, on a recurring basis, the Corporation is required to measure at fair value its marketable securities, derivative financial instruments, put option liabilities, and auction rate securities. The marketable securities are comprised of money market funds, government securities, corporate bonds, and mutual funds. When available, the Corporation uses quoted market prices to determine fair value and classifies such measurements within Level 1. Where market prices are not available, the Corporation makes use of observable market-based inputs (prices or quotes from published exchanges and indexes) to calculate fair value using the market approach, in which case the measurements are classified within Level 2. Significant unobservable inputs, which are classified within Level 3, are used in the estimation of the fair value of put option liabilities and auction rate securities, determined using a simulation model based on assumptions including future cash flows, discount rates, and volatility. The activity for assets and liabilities measured at estimated fair value using Level 3 during the current- and prior-year period was immaterial.
Financial instruments measured at fair value were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair value as of measurement date | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
| Balance as of July 4, 2026 | | | | | | | |
| Cash and cash equivalents (including money market funds) (1) | $ | 105.0 | | | $ | 105.0 | | | $ | — | | | $ | — | |
| Restricted Cash (3) | $ | 7.7 | | | $ | 7.7 | | | $ | — | | | $ | — | |
| Mutual funds (3) | $ | 8.0 | | | $ | 8.0 | | | $ | — | | | $ | — | |
| Government securities (3) | $ | 8.8 | | | $ | — | | | $ | 8.8 | | | $ | — | |
| Corporate bonds (3) | $ | 5.6 | | | $ | — | | | $ | 5.6 | | | $ | — | |
| Foreign exchange forward contracts - assets (2) | $ | 0.1 | | | $ | — | | | $ | 0.1 | | | $ | — | |
| Auction Rate Security (3) | $ | 2.7 | | | $ | — | | | $ | — | | | $ | 2.7 | |
| | | | | | | |
| Interest rate swap derivative - liability (4) | $ | (0.8) | | | $ | — | | | $ | (0.8) | | | $ | — | |
| Foreign exchange forward contracts - liabilities (4) | $ | (0.9) | | | $ | — | | | $ | (0.9) | | | $ | — | |
| Put option liability (5) | $ | (5.6) | | | $ | — | | | $ | — | | | $ | (5.6) | |
| | | | | | | |
| Balance as of January 3, 2026 | | | | | | | |
| Cash and cash equivalents (including money market funds) (1) | $ | 209.2 | | | $ | 209.2 | | | $ | — | | | $ | — | |
| Restricted Cash (3) | $ | 8.8 | | | $ | 8.8 | | | $ | — | | | $ | — | |
| Mutual funds (3) | $ | 11.7 | | | $ | 11.7 | | | $ | — | | | $ | — | |
| Government securities (3) | $ | 7.0 | | | $ | — | | | $ | 7.0 | | | $ | — | |
| Corporate bonds (3) | $ | 6.5 | | | $ | — | | | $ | 6.5 | | | $ | — | |
| Foreign exchange forward contracts - assets (2) | $ | 2.2 | | | $ | — | | | $ | 2.2 | | | $ | — | |
| Auction Rate Security (3) | $ | 2.7 | | | $ | — | | | $ | — | | | $ | 2.7 | |
| Interest rate swap derivative - liability (4) | $ | (2.0) | | | $ | — | | | $ | (2.0) | | | $ | — | |
| Foreign exchange forward contracts - liabilities (4) | $ | (0.4) | | | $ | — | | | $ | (0.4) | | | $ | — | |
| Put option liability (5) | $ | (5.6) | | | $ | — | | | $ | — | | | $ | (5.6) | |
Amounts in parentheses indicate liabilities.
The index below indicates the line items in the Condensed Consolidated Balance Sheets where the financial instruments are reported:
(1) "Cash and cash equivalents"
(2) "Prepaid expenses and other current assets"
(3) Current portion - "Short-term investments"; Long-term portion - "Other Assets"
(4) Current portion - "Accounts payable and accrued expenses"; Long-term portion - "Other Long-Term Liabilities"
(5) "Other Long-Term Liabilities"
Note 10. Accumulated Other Comprehensive Income (Loss) and Shareholders’ Equity
The following tables summarize the components of accumulated other comprehensive income (loss) and the changes in accumulated other comprehensive income (loss), net of tax, as applicable:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign Currency Translation Adjustment | | Unrealized Gains (Losses) on Debt Securities | | Pension and Post-retirement Liabilities | | Derivative Financial Instrument | | Accumulated Other Comprehensive Income (Loss) |
| Balance as of January 3, 2026 | | $ | 1.6 | | | $ | 0.1 | | | $ | 3.3 | | | $ | (1.5) | | | $ | 3.5 | |
| Other comprehensive income (loss) before reclassifications | | (7.2) | | | (0.2) | | | — | | | 0.7 | | | (6.7) | |
| Tax (expense) or benefit | | — | | | 0.0 | | | — | | | (0.2) | | | (0.1) | |
| | | | | | | | | | |
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | | — | | | — | | | — | | | 0.4 | | | 0.4 | |
| Balance as of July 4, 2026 | | $ | (5.6) | | | $ | (0.0) | | | $ | 3.3 | | | $ | (0.5) | | | $ | (2.9) | |
Amounts in parentheses indicate reductions to equity.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign Currency Translation Adjustment | | Unrealized Gains (Losses) on Debt Securities | | Pension and Post-retirement Liabilities | | Derivative Financial Instrument | | Accumulated Other Comprehensive Income (Loss) |
| Balance as of December 28, 2024 | | $ | (6.9) | | | $ | (0.1) | | | $ | (0.1) | | | $ | (1.1) | | | $ | (8.3) | |
| Other comprehensive income (loss) before reclassifications | | 0.5 | | | 0.2 | | | — | | | (1.0) | | | (0.3) | |
| Tax (expense) or benefit | | — | | | (0.0) | | | — | | | 0.2 | | | 0.2 | |
| | | | | | | | | | |
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | | 5.7 | | | — | | | 2.0 | | | 0.1 | | | 7.9 | |
| Balance as of June 28, 2025 | | $ | (0.6) | | | $ | 0.0 | | | $ | 2.0 | | | $ | (1.8) | | | $ | (0.4) | |
Amounts in parentheses indicate reductions to equity.
Interest Rate Swap
During the normal course of business, the Corporation is subject to market risk associated with interest rate movements. Interest rate risk arises from variable interest debt obligations. Interest rate swap derivative instruments are periodically held and used by the Corporation as a tool for managing interest rate risk. They are not used for trading or speculative purposes.
In November 2023, the Corporation entered into an interest rate swap transaction to hedge $100 million of outstanding variable-rate borrowings against future interest rate volatility. Under the terms of this interest rate swap, the Corporation pays a fixed rate of 4.7 percent and receives a one-month Secured Overnight Financing Rate (SOFR) on a $100 million notional value expiring June 14, 2027. As of July 4, 2026, the fair value of the Corporation’s interest rate swap liability was $0.8 million. See "Note 9. Fair Value Measurements of Financial Instruments." The unrealized change in value of the interest rate swap is reported net of tax as $0.5 million in "Accumulated other comprehensive income (loss)" in the Condensed Consolidated Balance Sheets.
The following table details the reclassifications from accumulated other comprehensive income (loss):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Six Months Ended |
| Details about Accumulated Other Comprehensive Income (Loss) Components | Affected Line Item in the Statement Where Net Income is Presented | | July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Derivative financial instrument | | | | | | | | |
| Interest rate swap | Interest expense, net | | $ | (0.3) | | | $ | (0.1) | | | $ | (0.5) | | | $ | (0.2) | |
| Income taxes | | 0.1 | | | 0.0 | | | 0.1 | | | 0.0 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Pension and post-retirement liabilities | | | | | | | | | |
| Pension settlement | Selling and administrative expenses | | — | | | (2.7) | | | — | | | (2.7) | |
| Income taxes | | — | | | 0.7 | | | — | | | 0.7 | |
| Foreign currency translation | | | | | | | | | |
| HNI India divestiture | Restructuring, impairment, and loss on divestiture | | — | | | (5.7) | | | — | | | (5.7) | |
| Net of tax | | $ | (0.2) | | | $ | (7.9) | | | $ | (0.4) | | | $ | (7.9) | |
Amounts in parentheses indicate reductions to profit.
Dividend
The Corporation declared and paid cash dividends per common share as follows:
| | | | | | | | | | | |
| Six Months Ended |
| July 4, 2026 | | June 28, 2025 |
| Dividends per common share | $ | 0.69 | | | $ | 0.67 | |
Stock Repurchase
The following table summarizes shares repurchased and settled by the Corporation:
| | | | | | | | | | | |
| Six Months Ended |
| July 4, 2026 | | June 28, 2025 |
| Shares repurchased | — | | | 1.7 | |
| Average price per share | $ | — | | | $ | 45.75 | |
| | | |
| Cash purchase price | $ | — | | | $ | (79.9) | |
| Purchases unsettled as of quarter end | — | | | 0.4 | |
| Prior year purchases settled in current year | — | | | (0.2) | |
| Shares repurchased per cash flow | $ | — | | | $ | (79.8) | |
There was no stock repurchase activity during the three and six months ended July 4, 2026. As of July 4, 2026, $84.3 million of the Corporation’s stock repurchase authorization by the board of directors remained available.
Note 11. Earnings Per Share
Earnings per share is computed using the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent restricted stock units in which the participants have non-forfeitable rights to dividend equivalents during the service period.
The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share ("EPS"):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended - July 4, 2026 | | Three Months Ended - June 28, 2025 |
| Computation of Earnings Per Share | Net Income | | Basic Shares | | Dilutive Shares | | Net Income | | Basic Shares | | Dilutive Shares |
| Amounts used in calculating earnings per share | $ | 51.1 | | | 73.1 | | 73.2 | | $ | 48.2 | | | 46.2 | | 47.1 |
| Impact of participating shares | (0.7) | | | (1.0) | | | (1.0) | | | — | | | — | | | — | |
| Amounts used in calculating earnings per share, excluding participating securities | $ | 50.4 | | | 72.1 | | 72.1 | | $ | 48.2 | | | 46.2 | | 47.1 |
| | | | | | | | | | | |
| Earnings per share | | | $ | 0.70 | | | $ | 0.70 | | | | | $ | 1.04 | | | $ | 1.02 | |
| | | | | | | | | | | |
| Six Months Ended - July 4, 2026 | | Six Months Ended - June 28, 2025 |
| Computation of Earnings Per Share | Net Income | | Basic Shares | | Dilutive Shares | | Net Income | | Basic Shares | | Dilutive Shares |
| Amounts used in calculating earnings per share | $ | 12.3 | | | 73.1 | | 73.2 | | $ | 62.2 | | | 46.6 | | 47.6 |
| Impact of participating shares | (0.1) | | | (1.3) | | | (1.3) | | | — | | | — | | | — | |
| Amounts used in calculating earnings per share, excluding participating securities | $ | 12.1 | | | 71.8 | | 71.9 | | $ | 62.2 | | | 46.6 | | 47.6 |
| | | | | | | | | | | |
| Earnings per share | | | $ | 0.17 | | | $ | 0.17 | | | | | $ | 1.33 | | | $ | 1.31 | |
Potentially dilutive shares from stock-based compensation plans included in dilutive shares were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Potentially dilutive shares from stock-based compensation plans | 0.0 | | | 1.0 | | | 0.0 | | | 1.0 | |
The year-over-year increase in shares outstanding in 2026 was primarily due to the issuance of 25.2 million shares in December 2025 as part of the consideration to acquire Steelcase.
The weighted-average common stock equivalents presented above do not include the effect of the common stock equivalents in the table below because their inclusion would be anti-dilutive:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Common stock equivalents excluded because their inclusion would be anti-dilutive | 0.8 | | | 0.3 | | | 0.7 | | | 0.1 | |
Note 12. Stock-Based Compensation
The Corporation measures stock-based compensation expense at grant date, based on the fair value of the award. Forms of awards issued under shareholder-approved plans include stock options, restricted stock units based on a service condition ("restricted stock units"), restricted stock units based on both performance and service conditions ("performance stock units"), and shares issued under member stock purchase plans. Stock-based compensation expense related to stock options, restricted stock units, and performance stock units is recognized over the employees’ requisite service periods, adjusted for an estimated forfeiture rate for those awards not expected to vest. Additionally, expense related to performance stock units is periodically
adjusted for the probable number of shares to be awarded based on Corporation achievement within an established target range of cumulative profitability over a multi-year period.
There were no stock options granted during the periods covered below, and as of July 4, 2026, there was no unrecognized compensation cost related to stock option awards.
The following table summarizes expense associated with these plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Compensation cost | $ | 9.6 | | | $ | 3.3 | | | $ | 27.7 | | | $ | 10.1 | |
The increase in stock-based compensation expense in the current year was driven by increased grants including new participants following the acquisition of Steelcase. See "Note 3. Acquisitions and Divestitures" for further information on the acquisition of Steelcase.
The units granted by the Corporation had fair values as follows:
| | | | | | | | | | | |
| Six Months Ended |
| July 4, 2026 | | June 28, 2025 |
| | | |
| Restricted stock units | $ | 16.1 | | | $ | 7.3 | |
| Performance stock units | $ | 15.8 | | | $ | 7.2 | |
The following table summarizes unrecognized compensation expense and the weighted-average remaining service period for non-vested stock units as of July 4, 2026:
| | | | | | | | | | | |
| Unrecognized Compensation Expense | | Weighted-Average Remaining Service Period (years) |
| | | |
| Non-vested restricted stock units | $ | 10.7 | | | 1.5 |
| Non-vested performance stock units | $ | 16.5 | | | 1.3 |
Note 13. Guarantees, Commitments, and Contingencies
The Corporation utilizes letters of credit and surety bonds in the amount of approximately $57 million to back certain insurance policies and payment obligations. Additionally, the Corporation periodically utilizes trade letters of credit and bankers' acceptances to guarantee certain payments to suppliers; as of July 4, 2026, there was $7 million outstanding related to these types of guarantees. The letters of credit, bonds, and banker’s acceptances reflect fair value as a condition of their underlying purpose and are subject to competitively determined fees.
The Corporation periodically guarantees borrowing arrangements involving certain workplace furnishings dealers and third-party financial institutions. The remaining terms of outstanding guarantees are less than 4 years in length and generally require the Corporation to make payments directly to the financial institution in the event that the dealer is unable to repay its borrowings in accordance with the stated terms. The aggregate amount guaranteed by the Corporation in connection with these agreements is approximately $7 million as of July 4, 2026. The Corporation has determined the likelihood of making future payments under these guarantees is not probable and the associated liability is immaterial.
The Corporation has contingent liabilities which have arisen in the ordinary course of its business, including liabilities relating to pending litigation, environmental remediation, taxes, insurance, and other claims. It is the Corporation’s opinion, after consultation with legal counsel, that liabilities, if any, resulting from these matters are not expected to have a material adverse effect on the Corporation’s financial condition, cash flows, or quarterly or annual operating results when resolved in a future period.
Tariff Refunds
On February 20,2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. On April 20, 2026, U.S. Customs and Border Protection ("CBP") launched the Consolidated Administration and Processing of Entries ("CAPE") process to permit importers to see refunds of previously paid IEEPA tariffs.
The Corporation has elected to apply the principles of the loss recovery model in ASC 410-30 to determine whether it may recognize and measure any tariff refunds. Under this model, the Corporation will record the amounts that are probable to recover as a credit to "Cost of Sales" in the Condensed Consolidated Statements of Comprehensive Income. During the quarter ended July 4, 2026 the Corporation recorded net tariff impacts of 150 basis points to operating income.
Note 14. Reportable Segment Information
Management views the Corporation as two reportable segments based on industries: Workplace Furnishings and Residential Building Products. On December 10, 2025, the Corporation completed its acquisition of Steelcase, which is included in the Workplace Furnishings segment.
The Workplace Furnishings segment designs, manufactures, and markets a broad line of commercial office furniture which includes panel-based and freestanding furniture systems, seating, storage, benching, tables, architectural products, social collaborative items, ancillary products, and hospitality products. The Residential Building Products segment manufactures and markets a full array of gas, wood, electric, and pellet-fueled fireplaces, inserts, stoves, facings, outdoor fire pits and fire tables, and accessories.
For purposes of segment reporting, intercompany sales between segments are immaterial, and operating profit is income before income taxes exclusive of certain unallocated corporate expenses. These unallocated general corporate expenses include the net costs of the Corporation’s corporate operations. Management views interest income and expense as corporate financing costs and not as a reportable segment cost. In addition, management applies an effective income tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis.
The Corporation's chief operating decision maker ("CODM") is the Chairman, President, and Chief Executive Officer. On a regular basis the CODM receives a reporting package that includes summarized financial results of the Corporation and its underlying operating segments. In evaluating the performance of the segments and making resource allocation decisions across the organization, the CODM is primarily focused on operating income, including analysis of trends, budget-to-actual variances, and performance against historical comparable periods.
No identifiable assets by segment information is provided as the CODM regularly reviews information, and primarily manages the Corporation’s assets, on a consolidated basis.
Reportable segment data reconciled to the Corporation’s condensed consolidated financial statements was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Net Sales: | | | | | | | |
| Workplace furnishings | $ | 1,323.7 | | | $ | 516.0 | | | $ | 2,509.2 | | | $ | 957.0 | |
| Residential building products | 148.7 | | | 151.1 | | | 310.8 | | | 309.8 | |
| Total | $ | 1,472.4 | | | $ | 667.1 | | | $ | 2,819.9 | | | $ | 1,266.8 | |
| Cost of Sales: | | | | | | | |
| Workplace furnishings | $ | 753.0 | | | $ | 298.4 | | | $ | 1,514.1 | | | $ | 571.7 | |
| Residential building products | 72.2 | | | 82.4 | | | 158.8 | | | 170.6 | |
| Total | $ | 825.2 | | | $ | 380.9 | | | $ | 1,672.8 | | | $ | 742.3 | |
| Selling and Administrative Expenses: | | | | | | | |
| Workplace furnishings | $ | 456.1 | | | $ | 149.7 | | | $ | 898.4 | | | $ | 293.1 | |
| Residential building products | 46.6 | | | 45.0 | | | 93.7 | | | 90.6 | |
| General corporate | 30.4 | | | 20.7 | | | 55.8 | | | 39.3 | |
| Total | $ | 533.0 | | | $ | 215.5 | | | $ | 1,047.9 | | | $ | 423.1 | |
| Acquisition and Related Costs: | | | | | | | |
| Workplace furnishings | $ | 1.9 | | | $ | — | | | $ | 8.5 | | | $ | — | |
| General corporate | 2.3 | | | — | | | (0.7) | | | — | |
| Total | $ | 4.2 | | | $ | — | | | $ | 7.8 | | | $ | — | |
| Restructuring, Impairment, and Loss on Divestiture: | | | | | | | |
| Workplace furnishings | $ | 11.1 | | | $ | 2.0 | | | $ | 29.1 | | | $ | 8.4 | |
| Residential building products | 6.5 | | | — | | | 6.5 | | | — | |
| General corporate | 0.3 | | | 0.6 | | | 0.3 | | | 0.6 | |
| Total | $ | 17.9 | | | $ | 2.5 | | | $ | 35.9 | | | $ | 8.9 | |
| Operating Income (Loss): | | | | | | | |
| Workplace furnishings | $ | 101.7 | | | $ | 65.8 | | | $ | 59.1 | | | $ | 83.8 | |
| Residential building products | 23.4 | | | 23.7 | | | 51.9 | | | 48.6 | |
| General corporate | (33.0) | | | (21.3) | | | (55.3) | | | (39.9) | |
| | | | | | | |
| Total | $ | 92.1 | | | $ | 68.2 | | | $ | 55.7 | | | $ | 92.6 | |
| Other Non-Operating Income, Net | 2.8 | | | — | | | 4.3 | | | — | |
| Interest Expense, Net | 23.7 | | | 6.1 | | | 44.4 | | | 11.7 | |
| Income Before Income Taxes | $ | 71.2 | | | $ | 62.0 | | | $ | 15.5 | | | $ | 80.9 | |
| | | | | | | |
| Depreciation and Amortization Expense: | | | | | | | |
| Workplace furnishings | $ | 57.8 | | | $ | 16.3 | | | $ | 124.4 | | | $ | 33.4 | |
| Residential building products | 3.9 | | | 3.7 | | | 7.7 | | | 7.3 | |
| General corporate | 4.5 | | | 4.9 | | | 9.2 | | | 9.8 | |
| Total | $ | 66.2 | | | $ | 25.0 | | | $ | 141.4 | | | $ | 50.5 | |
| Capital Expenditures (including capitalized software): | | | | | | | |
| Workplace furnishings | $ | 25.3 | | | $ | 9.9 | | | $ | 54.8 | | | $ | 20.8 | |
| Residential building products | 2.5 | | | 2.3 | | | 5.8 | | | 5.5 | |
| General corporate | 1.2 | | | 2.9 | | | 4.1 | | | 4.9 | |
| Total | $ | 29.0 | | | $ | 15.0 | | | $ | 64.7 | | | $ | 31.2 | |
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Note 15. Supplier Finance Programs
Some of the Corporation’s third-party financial institutions offer supply chain finance ("SCF") programs by which they allow eligible Corporation suppliers the opportunity to sell their trade receivables due from the Corporation. Supplier participation in the SCF programs is voluntary and requires an agreement between the supplier and the financial institution, to which the Corporation is not a party. Any sales of supplier receivables to the financial institutions are at the sole discretion of the supplier and are priced at a rate that leverages the Corporation’s credit rating and thus may be more beneficial to the supplier. The Corporation’s responsibility is limited to making payment on the terms originally negotiated with each supplier.
The Corporation’s payments to the financial institutions to settle obligations related to suppliers that elected to participate in the SCF programs are reflected in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. Additionally, SCF programs payment obligations due by the Corporation to the financial institutions are recorded in "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets as follows:
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| | July 4, 2026 | | January 3, 2026 |
| Supplier finance programs obligations | | $ | 30.9 | | | $ | 26.1 | |
Note 16. Restructuring, Impairment, and Loss on Divestiture
Restructuring and impairment activity in the current year primarily relate to the Corporation's network optimization initiatives and structural cost actions, which consists primarily of severance and associated expenses, taken across the business. In Workplace Furnishings these costs are mainly the result of facility closure and consolidation costs related to the Wayland, New York facility, along with the termination of Steelcase’s multi-year ERP implementation project. The facility closure and consolidation costs are comprised of cash and non-cash set-up and move costs recorded to cost of sales, including accelerated depreciation and asset relocation and disposal costs. In Residential Building Products these costs are related to the held for sale status of a small residential building products business. Assets held for sale are included in "Prepaid expenses and other current assets" in the Condensed Consolidated Balance Sheets.
Prior-year restructuring activity relates to the loss on divestiture of HNI India, described in "Note 3. Acquisitions and Divestitures," and continued manufacturing optimization initiatives in Workplace Furnishings, including production relocation at the Mexico plant and certain domestic plants. These projects are comprised of cash and non-cash set-up and moving costs recorded to cost of sales, including accelerated depreciation and asset relocation and disposal costs.
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| | | | Three Months Ended | | Six Months Ended |
| | Classification | | July 4, 2026 | | June 28, 2025 | | July 4, 2026 | | June 28, 2025 |
| Workplace Furnishings | | | | | | | | | | |
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| Facility closure and consolidation costs | | Cost of sales | | $ | 5.5 | | | $ | 0.1 | | | $ | 8.0 | | | $ | 1.6 | |
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| Divestiture of HNI India | | Restructuring, impairment, and loss on divestiture | | — | | | (0.1) | | | — | | | 5.8 | |
| Structural cost actions | | Restructuring, impairment, and loss on divestiture | | 11.1 | | | 2.1 | | | 19.5 | | | 2.6 | |
| Long-lived asset impairments | | Restructuring, impairment, and loss on divestiture | | — | | | — | | | 9.5 | | | — | |
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| Residential Building Products | | | | | | | | | | |
| Facility closure and consolidation costs | | Cost of sales | | 0.5 | | | — | | | 0.5 | | | — | |
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| Structural cost actions | | Restructuring, impairment, and loss on divestiture | | 0.9 | | | — | | | 0.9 | | | — | |
| Long-lived asset impairments | | Restructuring, impairment, and loss on divestiture | | 5.6 | | | — | | | 5.6 | | | — | |
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| General Corporate | | | | | | | | | | |
| Structural cost actions | | Restructuring, impairment, and loss on divestiture | | 0.3 | | | — | | | 0.3 | | | — | |
| Divestiture of HNI India | | Restructuring, impairment, and loss on divestiture | | — | | | 0.6 | | | — | | | 0.6 | |
| Total | | | | $ | 23.8 | | | $ | 2.6 | | | $ | 44.3 | | | $ | 10.5 | |
As of July 4, 2026 and January 3, 2026, accrued restructuring expenses of $14.0 million and $13.1 million, respectively, were included in "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets. Cash payments related to these charges in the current year-to-date period were $24.4 million. In the prior year-to-date period, cash payments were not material.
Note 17. Investments in Unconsolidated Affiliates
The Corporation occasionally enters into joint ventures and other equity investments to expand or maintain its geographic presence, support its distribution network, or invest in new business ventures, complementary products and services through dealer relationships and manufacturing joint ventures. The only current manufacturing joint venture is Steelcase Jeraisy Company Limited, which is located in the Kingdom of Saudi Arabia and is engaged in the manufacturing of wood and metal office furniture systems, seating, accessories and related products for the Kingdom.
The investment balances as of January 3, 2026 were acquired as part of the December 10, 2025 acquisition of Steelcase. The valuation of those acquired investments is preliminary and subject to change during the measurement period. See "Note 3. Acquisitions and Divestitures" for further information on the Steelcase acquisition. The current period increase is related to the Corporation entering into various agreements with dealers to drive alignment, further the dealer relationship, and gain commitments for sale of the Corporation's products.
The Corporation's investments in unconsolidated affiliates and related direct ownership interests are recorded in are summarized below:
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| | July 4, 2026 | | January 3, 2026 |
| Investment Balance | | Ownership Interest | | Investment Balance | | Ownership Interest |
| Equity method investments: | | | | | | | | |
| Dealer relationships | | $ | 42.1 | | | 25%-40% | | $ | 38.4 | | | 25% - 40% |
| Manufacturing joint venture | | 8.3 | | 49 | % | | 8.0 | | 49 | % |
| | 50.4 | | | | 46.4 | | |
| Cost method investments: | | | | | | | | |
| Dealer relationships | | 32.7 | | 18 | % | | 5.8 | | Less than 10% |
| Other | | 0.0 | | | Less than 10% | | 2.2 | | Less than 10% |
| | 32.7 | | | | 8.0 | | |
| Total investments in unconsolidated affiliates | | $ | 83.0 | | | | | $ | 54.4 | | | |