Knoll, Inc. -...

© 20071

Investor Presentation – Fourth Quarter 2008Knoll, Inc.

Andrew Cogan, CEOBarry McCabe, EVP, CFO

© 20072

DisclaimerThe following information includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Knoll, Inc.’s expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans, goals and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the expectations of Knoll management. Knoll does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include, without limitation, corporate spending and service-sector employment, price competition, acceptance of Knoll’s new products, the pricing and availability of raw material and components, foreign exchange pressures, transportation costs, demand for high quality, well designed office furniture solutions, changes in the competitive marketplace, changes in the trends in the market for office furniture, the financial strength and stability of our suppliers, customers and dealers, access to capital, and other risks identified in Knoll’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll’s control.

© 200733

Our Strategy Of Focusing On High Design Content

Businesses Is Driving Our Results As We Celebrate 70 Years Of Design Leadership

© 20074

Performance Remains Strong

KNOLL, INC.3RD QUARTER & YTD

SEPTEMBER, YEAR TO DATE2008 2007 2008 2007

SALES 283,517 253,962 843,861 773,998% YEAR OVER YEAR GROWTH 11.6% 4.2% 9.0% 9.1%

GROSS MARGIN 104,198 88,249 295,608 266,16636.8% 34.7% 35.0% 34.4%

ADJ OPERATING PROFIT (1) 41,090 34,282 111,521 102,69714.5% 13.5% 13.2% 13.3%

ADJ EARNINGS PER SHARE (1) $0.52 $0.37 $1.37 $1.03% YEAR OVER YEAR GROWTH 40.5% 12.1% 33.0% 27.2%

3RD QUARTER

(1) Adjusted operating profit and adjusted EPS exclude certain non-recurring costs. For a reconciliation of these non-GAAP measures to the comparable GAAP measure, see page 22.

© 20075

For 70 Years, Knoll Has Used Modern Design to Connect People With Their Work, Their Lives and Their World• A product portfolio by prominent, internationally acknowledged architects and designers• Recognized as a design leader with a premier brand identity• Products noted for their high quality and sophisticated aesthetics

Ludwig Mies van der Rohe

Hans andFlorence

Eero Saarinen

Formway Design

FrankGehry

Shelton Mindel

© 20076

We Were One of the First Furniture Manufacturers to Demonstrate Leadership in Sustainability• Environmental commitment that is well over two decades old

• One of the first furniture companies to achieve GREENGUARD certification across all products

• First furniture company to LEED® train and certify all of our A&D specialists

• First furniture company to join the Chicago Climate Exchange (CCX)

• Walk the talk –– Gold LEED for Lubin Facility, LEED Certification for San Francisco

and Philadelphia Showrooms

© 20077

Premier Brand IdentityKnoll Targets the Middle to Upper End of the Market Where Image, Performance and Customer Service are Key Differentiating Factors

Pric

e R

a nge

High

Mid-High

Mid-Low

Budget

North America Market Share¹ 17.0%14.3% 18.3%8.6%

(1) Based on LTM June 30, 2008 North America or U.S. publicly reported segments as a percent of LTM June 30, 2008 BIFMA U.S. industry shipments.

© 20078

Growth Strategy • Leverage our leading Office System offerings to capture market share in

underpenetrated seating, storage and casegoods categories.

• Drive high margin high growth Specialty businesses through expanded product offerings, distribution channels and sales and marketing programs.

• Increase International presence and results.

• Position Knoll as the supplier of choice for companies seeking to attract the next generation of office workers by creating dynamic workplaces that respond to emerging workstyles and trends.

© 20079

We Still Have Significant Market Share Opportunity in Underpenetrated Categories

$75m

27% 27%

21%

11%

17%

4% 3%

1%

0

5

10

15

20

25

30

Office Systems Seating Storage Casegoods

Cat

egor

y Sh

are

(%)2

Category Share of Total Industry Shipments¹Knoll Category Share

$3,082

$538

$3,120

$118

$2,377

$81

$1,244

+$300 M

1. Percent of LTM 12/31/07 industry shipments of $11.4 billion, as reported by BIFMA2. As of LTM 12/31/07

(dollars in millions)

© 20071010

Our Strategic Initiatives Continue To Build A Design Driven Portfolio That Is Significantly Less Dependent on NA Office Sales• Significantly Decreased Exposure

to Office Systems Category

• Strengthened and Expanded Complimentary Seating, Storage, and Casegood Offerings

• Aggressively Increased Specialty Sales, Distribution, and Marketing Efforts

• Acquired Edelman Leather our 5th

Specialty Business

68%

12% 13%

7%

52%

19% 19%

10%

23%

12%

17%

48%

0

10

20

30

40

50

60

70

80

Office Systems Complimentary Specialty Europe/International

Cat

egor

y Sh

are

(%)2

% Sales YTD December 31, 2000 % Sales YTD December 31, 2007 % Sales YTD September 30, 2008

© 200711

SALES

NA Office

Specialty andInternational

GROSS PROFIT

NA Office


OPERATING PROFIT

NA Office


SALES GROSS PROFIT OPERATING PROFIT

2008 (as of 9/30/08)

2000

15.8%

41.7%

79.7% 84.2%81.1%

54.3%58.3%

65.8%

34.2%

20.3%

45.7%

18.9%

This Transformation Is Having A Significant Mix Impact On What Drives Our OP Results With The Effect Of Lowering Our Profit Dependence On NA Office Sales

© 200712

Trends We WatchAmerican Institute of Architects Billings Index

30

40

50

60

2002 2003 2004 2005 2006 2007 March2008

May2008

June2008

July2008

August2008

Inde

x

Absorption and Vacancy Rates

(40)

(30)

(20)

(10)

-

10

20

30

40

Net

Abs

orpt

ion

(mill

ions

sq

. ft.)

7.5%

10.0%

12.5%

15.0%

17.5%

20.0%%

Vacancy

Net Absorption Vacancy %

1998 2002 2004 Q2 200820062000-10.00%

-5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

J M M J S N J M M J S N J M M J S N J M M J S N J M M J S N J M M J

% C

hang

e fr

om P

rior Y

ear

2002 2003 2004 2005 2006 2007 2008

Billings Index = The nine to twelve months lag between architecture billings and construction spending

Source: Grubb & Ellis

Source: American institute of Architects Billings index

Source: U.S. Census Bureau Source: Forecasted Amounts - McGraw Hill Construction

Valu

e of

Non

resi

dent

ialC

onst

ruct

ion

Source: U.S. Bureau of Labor Statistics

Change in Office Employment

-0.04

-0.03

-0.02

-0.01

0.00

0.01

0.02

0.03

0.04

0.05

Perc

ent C

hang

e ov

er P

rior Y

ear

2000 20052004200320022001 Aug 200820072006

McGraw Hill Forecasts a 2% decline in 2008 on non-

residential construction starts

© 200713

SOURCE: BIFMA

Y/Y Orders Growth

-0.7%

14.1%

3.3%

4.9%5.4%

13.5%

9.4%

3.2%

0.5%

5.8%

7.2%

-2.3%

1.4%

-1.1%

2.6%

1.2%1.5%

-3.7%

1.1%

-0.5%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

Jan-07 Mar-07 May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08

YOY ORDERS GROWTH

YTD % CHANGE 2008 vs 2007SHIPMENTS ORDERS

-1.0% 0.1%

Office Furniture MarketOrder Trend

Trailing Twelve Months

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

Jan-00 Jan-01 Jan-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08

Office Furniture MarketShipment Trend

Trailing Twelve Months

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

Jan-00 Jan-01 Jan-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08

© 200714

Financial Performance

© 200715

(5)%

0%

5%

10%

15%

20%

25%

2000 2001 2002 2003 2004 2005 2006 2007 LTM September2008

Ope

ratin

g M

argi

n

Knoll Herman Miller Steelcase

Industry-leading Margins Throughout Business Cycle

Source: Knoll financials and publicly available information

(1) Knoll Operating margins excludes certain non-recurring costs. See reconciliation of Knoll adjusted operating profit to the comparable GAAP measure for the period 2004 through LTM September 2008 on page 22. No adjustments were made to operating margins for the periods prior to 2004.

13.4%

12.5%

5.2%

(1)

© 200716

Over the Course of Our Public Life We Have Established A Strong Track Record

Knoll Has Reported 16 Consecutive Quarters Of Year Over Year Adjusted EPS Growth

$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

12/31

/2004

6/30/2

00512

/31/200

56/3

0/2006

12/31

/2006

6/30/2

00712

/31/200

76/3

0/2008

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

AdjustedEPS

GrowthYear overYear

(1) Adjusted EPS exclude certain non-recurring costs. For a reconciliation of these non-GAAP measures to the comparable GAAP measure, see page 23.

© 200717

During the Third Quarter of 2008 We Achieved Our Mid-term Goal of Achieving 35% Gross Margins

GM as a % of Sales

34.1%33.7%

34.6%

33.7%

34.6%

36.8%

32.5%

30.0%

31.0%

32.0%

33.0%

34.0%

35.0%

36.0%

37.0%

38.0%

2004 2005 2006

• Pricing– Realizing price and stabilizing

discount– Transporation Surcharge

• Global Sourcing– Expanding opportunities

• Factory Initiatives– Continuous improvement and

consolidation

2007

• Fuel Costs

POSITIVES

Q108 Q208

• Foreign Exchange

Q308• Inflation

© 200718

We Continue to Work Towards Our Mid-term Goal of Achieving 15% Operating Margins

10.7%11.6%

13.5%

11.9%

13.2%

14.5%

12.1%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

2004 2005 20072006

Adjusted Operating Margins as a % of Sales

(1) Adjusted operating margins exclude certain non-recurring costs. For a reconciliation of adjusted operating profit to the comparable GAAP measure, see page 22. No adjustments were made to operating margins of 2007.

• Continue Leveraging Our SG&A

– Selectively invest in our support infrastructure

– Where possible, keep costs variable

– Keep SG&A at 21-22% of sales

Q108 Q208

(1)

Q308

© 200719

Free Cash Flow (thousands) (1)

$35,552$48,564

$69,632$82,312

$96,521

0

20,000

40,000

60,000

80,000

100,000

120,000

2004 2005 2006 2007 LTM9/30/08

Cash Returned to Shareholders $ (thousands) (3)

$15,956

$128,627

$70,420

$51,234

$0.00

$20,000.00

$40,000.00

$60,000.00

$80,000.00

$100,000.00

$120,000.00

$140,000.00

2005 2006 2007 9 months 2008

Diluted Weighted Average Shares (millions)

48.3

52.9

51.2

49.2

46.5

46.0

47.0

48.0

49.0

50.0

51.0

52.0

53.0

54.0

12/04 12/05 12/06 12/07 09/08

Debt Levels $316 $332 $324 $375 $350 $329$357

Use Our Balance Sheet and Cash Flows to Benefit our Shareholders

(1) Free Cash Flow is defined as Net Income plus depreciation and amortization and non-cash stock compensation less capital expenditures. For details of the free cash flow calculation, see page 24.

(3) Cash returned to shareholders includes dividends paid and shares repurchased.

Leverage Ratio (2)4.48

2.762.46

2.181.95

0

0.5

1

1.5

2

2.5

3

3.5

4

4.5

5

2004 2005 2006 2007 9 months 2008

(2) Leverage Ratio is calculated by dividing the outstanding debt by EBITDA. For details of the leverage ratio calculation, see page 24.

© 200720

Allocation of Free Cash Flow• Invest in Focused Initiatives to Drive Top-line

Growth and Improve Margins– Complementary acquisitions

– New and enhanced products

– Look at factory machinery and equipment for efficiencies and cost improvements

• Pay Dividends to Shareholders

• Share Repurchase (11.1 million shares since December 2004)

• Target 2.0 – 2.5x Debt / EBITDA

© 200722

Reconciliation of Non-GAAP ResultsNine Months Ended 9/30/08

Nine Months Ended 9/30/07 FY 2007 FY 2006 FY 2005 FY 2004

Operating Profit ($mm) 108.1$ 102.7$ 142.2$ 116.9$ 92.8$ 71.3$

Add back:

Restructuring charges 3.4 - - - 0.8 - Public offering expenses - - - 1.5 - 4.4

Adjusted Operating Profit 111.5$ 102.7$ 142.2$ 118.4$ 93.6$ 75.7$

Net Sales 843.9$ 774.0$ 1,055.8$ 982.2$ 808.0$ 706.4$

Adjusted Operating Margin 13.2% 13.3% 13.5% 12.1% 11.6% 10.7%

Earnings per Share (Diluted) 1.32$ 1.03$ 1.45$ 1.14$ 0.68$ 0.55$

Add back:

Restructuring charges 0.05 - - 0.01 - Public offering expenses - - 0.03 - 0.08 Write-off of deferred financing fees - 0.02 0.02 - 0.05 0.03 Taxes related to repatriation of foreign earnings - - - 0.06 -

Adjusted Earnings per Share 1.37$ 1.05$ 1.47$ 1.17$ 0.80$ 0.66$

Three Months Ended 9/30/08






Operating Profit ($mm) 41.1$ 34.3$ 35.1$ 37.6$ 31.9$ 30.8$

Add back:Restructuring charges - - 3.4 - - -

Adjusted Operating Profit 41.1$ 34.3$ 38.5$ 37.6$ 31.9$ 30.8$

Net Sales 283.5$ 254.0$ 292.5$ 272.1$ 267.8$ 247.9$

Adjusted Operating Margin 14.5% 13.5% 13.2% 13.8% 11.9% 12.4%

Earnings per Share (Diluted) 0.52$ 0.37$ 0.44$ 0.35$ 0.36$ 0.30$

Add back:

Restructuring charges - - 0.05 - - - Write-off of deferred financing fees - - - 0.02 - -

Adjusted Earnings per Share 0.52$ 0.37$ 0.49$ 0.37$ 0.36$ 0.30$

© 200723

Q404 Q105 Q205 Q305 Q405 Q106 Q206 Q306

Earnings per Share - Diluted 0.14$ 0.13$ 0.22$ 0.15$ 0.18$ 0.19$ 0.28$ 0.31$

Add back:

Public offering expenses 0.06 - - - - 0.01 - 0.02

Write-off of deferred financing fees - - - - 0.05 - - -

Restructuring charges - - - - 0.01 - - -

Taxes related to repatriation of foreign earnings - - - 0.06 - - - -

Adjusted Earnings per Share - Diluted 0.20$ 0.13$ 0.22$ 0.21$ 0.24$ 0.20$ 0.28$ 0.33$

Q406 Q107 Q207 Q307 Q407 Q108 Q208 Q308

Earnings per Share - Diluted 0.37$ 0.30$ 0.35$ 0.37$ 0.42$ 0.36$ 0.44$ 0.52$

Add back:

Public offering expenses - - - - - - - -

Write-off of deferred financing fees - - 0.02 - - - - -

Restructuring charges - - - - - - 0.05 -

Adjusted Earnings per Share - Diluted 0.37$ 0.30$ 0.37$ 0.37$ 0.42$ 0.36$ 0.49$ 0.52$

Reconciliation of Non-GAAP Results

© 200724

2004 2005 2006 2007 LTM 9/30/08

Net Income 26,744$ 35,909$ 58,633$ 71,443$ 82,946$

Add: Depreciation 20,080 18,721 19,194 19,655 19,506

Amortization 1,692 626 663 1,604 2,402

Stock compensation expense 167 4,052 4,504 5,902 6,925

Less:

Capital expenditures (13,131) (10,744) (13,362) (16,292) (15,258)

Free Cash Flow 35,552$ 48,564$ 69,632$ 82,312$ 96,521$

( in t ho usand s)

(1) Non cash items include stock compensation expense, unrealized gains/losses on derivatives and the write-off of deferred financing fees.

(2) Includes an annualized proforma EBITDA for Edelman Leather, which was acquired on October 1, 2007.

12/31/04 12/31/05 12/31/06 12/31/2007 9/30/2008

Debt Levels 392.9$ 316.0$ 354.3$ 372.1$ 346.1$

LTM Net Income ($mm) 26.7$ 35.9$ 58.7$ 71.4$ 83.0$ LTM Adjustments

Interest 19.5 23.7 23.7 24.6 18.7

Taxes 19.8 27.9 35.4 41.4 47.1

Depreciation and Amortization 20.0 18.7 19.2 21.3 21.9

Non-cash items(1) 1.7 8.4 6.8 12.2 6.9

LTM EBITDA 87.7$ 114.6$ 143.8$ 170.9$ 177.5$

Leverage Ratio 4.48 2.76 2.46 2.18 1.95

Free Cash Flow Leverage Ratio

(2)

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