Forward Looking Statements 4 REVENUE | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------------------|-------|---------------|-------|----------------| | (in millions, except per share amounts) \nNet earnings (loss) $ | | 2023 \n13.6 | $ | 2022 \n(242.9) | | Interest expense, net | | 0.8 | | 0.8 | | Provision for income taxes | | 3.8 | | 25.8 | | Earnings (loss) before interest and income taxes | $ | 18.2 | $ | (216.3) | | Non-GAAP ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36102 Knowles Corporation (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36102 Knowles Corporation (Exact name of registrant as specified in its charter) (State or other jurisdictio ...

Financial Data and Key Metrics Changes - The company reported Q1 2023 revenues of $144 million, down 28% from the prior year, primarily due to lower shipment volumes in consumer MEMS microphones and MedTech and Specialty Audio [28][10]. - Gross margins for the first quarter were 37.7%, which is 270 basis points above the high end of the guidance range but down 390 basis points from the same period a year ago [31]. - Adjusted EBIT margin was 5.6%, near the high end of the guidance range, and EPS was $0.05, above the midpoint of the guidance range [35]. Business Line Data and Key Metrics Changes - In the Precision Devices segment, revenues were $54 million, down 4% from the prior year, driven by excess channel inventory in the industrial market, partially offset by increased shipments in EV, Defense, and MedTech [30]. - MedTech and Specialty Audio segment revenue was $46 million, down 24% year-over-year due to customer inventory adjustments and difficult comparables from the previous year [29]. - Consumer MEMS microphone revenue was $45 million, down 48% from the prior year, driven by weak global demand for consumer electronics and channel inventory adjustments [32]. Market Data and Key Metrics Changes - The EV market grew 50% year-over-year in Q1, with expectations for continued growth throughout 2023 [18]. - The industrial market, which constitutes less than 15% of company revenue, is facing continued weakness due to elevated distribution and customer inventory levels [19]. - The smartphone market has not seen further degradation, but recovery is not yet evident, leading to pricing pressure [23]. Company Strategy and Development Direction - The company is focusing on expanding its presence in high-margin markets such as MedTech, Defense, and EV, which now account for over 55% of its business [48]. - The strategy includes maintaining a strong balance sheet while exploring M&A opportunities, particularly in the Precision Devices space [54]. - The company aims to achieve gross margins of 43% and adjusted EBIT margins of 22% to 24% in the medium term, driven by a mix shift to higher-margin businesses and improved utilization [42]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the MedTech and Specialty Audio segments, anticipating a more than 27% sequential improvement in revenue driven by major hearing aid retailers [20]. - The company expects total revenue for Q2 to be between $165 million and $180 million, reflecting a 20% sequential increase but an 8% decrease year-over-year [37]. - Management noted that while the smartphone market remains challenging, there are signs of recovery in non-mobile shipments, with expectations for a strong sequential improvement starting in Q2 [22][24]. Other Important Information - Cash and cash equivalents totaled $52 million at the end of the quarter, with cash from operations of $22 million, above the midpoint of guidance [36]. - The company repurchased approximately 430,000 shares at a total cost of $7.5 million during the quarter [36]. - R&D expenses were $17 million, down from the prior year, while SG&A expenses were $27 million, slightly higher than the previous year [34][38]. Q&A Session Summary Question: What are the hurdles and outlook for CMM? - Management indicated that progress is being made on mix and utilization, with expectations for strong bookings in Q2 driven by Defense, MedTech, and EV [49][50]. Question: What is the outlook for M&A opportunities? - Management remains interested in M&A, particularly in the Precision Devices space, and expects to pursue opportunities at more reasonable valuations [54][56]. Question: Can you elaborate on the inventory dynamics? - Management noted that most end markets are in decent shape, with inventory challenges primarily in the industrial segment, which is expected to improve in Q3 [64][65]. Question: What is the outlook for the EV market? - The EV segment is expected to grow significantly, with strong bookings and an expanding customer base, contributing to overall revenue growth [71][92]. Question: What is the expected free cash flow for 2023? - Management anticipates free cash flow generation of 15% or more of revenues in 2023, with a shift in CapEx focus towards the MSA and PD segments [91].

Financial Data and Key Metrics Changes - The company reported Q4 2022 revenues of $197 million, down 16% year-over-year, primarily due to weak demand in consumer electronics and inventory adjustments [22][44] - Gross margins for Q4 were 40.4%, which was above the high end of the guidance range but down 290 basis points from the previous year [23][45] - For the full year 2022, gross margins were 40.6%, a decrease of 110 basis points from 2021, with record margins in Precision Devices and MedTech & Specialty Audio segments offset by declines in consumer MEMS microphones [30][48] Business Line Data and Key Metrics Changes - Consumer MEMS microphones segment revenue was $72 million in Q4, down 31% year-over-year, and down 33% for the full year due to weak global demand and inventory adjustments [14][22] - Precision Devices segment delivered revenue growth of 21% for the full year, with gross margins at 47%, an increase of 140 basis points year-over-year [24][29] - MedTech & Specialty Audio segment revenue was flat for the full year, with Q4 revenue at $2 million, down 13% year-over-year [28][29] Market Data and Key Metrics Changes - The company anticipates strong organic growth in the mid to high-single digits driven by defense, medtech, and EV markets [9] - The consumer MEMS microphone market is expected to see modest improvements in Q2, primarily due to recovery in China [39][42] - The Precision Devices segment is expected to experience mid-single-digit growth in 2023, driven by strong demand in defense and EV markets [61][98] Company Strategy and Development Direction - The company is focusing on high-value markets and products, which has allowed it to achieve strong EBIT margins and generate cash despite market challenges [34] - A restructuring plan was implemented to diversify away from commodity microphones, resulting in over $28 million in annualized savings [26] - The company aims to achieve midterm targets of 22% to 24% EBIT margins and 15% to 17% free cash flow [51] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for modest improvements in Q2, particularly in the consumer MEMS market, as inventory levels normalize [39][42] - The company expects significant sequential improvement in revenue and profitability from Q1 to Q2, with anticipated growth across all segments [50][51] - Management highlighted the challenges posed by weak demand and inventory corrections but remains confident in the resilience of the market [10][34] Other Important Information - The company ended Q4 with cash and cash equivalents totaling $48 million and generated cash from operations of $47 million [31] - Free cash flow for the full year 2022 was $54 million, representing just over 7% of revenue, marking the first time since the spin-off that the company ended the year in a net cash position [48] - The company secured an extension of its $4 million revolving credit facility until 2028, reflecting a strong balance sheet [43] Q&A Session Summary Question: Can you talk more about the first half end market demand versus inventory corrections? - Management indicated that bookings are improving and they are optimistic about sequential growth in Q2, with strong bookings already seen [38][39] Question: Is there any market share shifts? - Management stated that they are taking share in the defense market and have sustained share gains in MedTech & Specialty Audio, with no significant changes in the consumer microphone business [66][68] Question: Are you done with restructuring? - Management feels confident about the current capacity levels and indicated that they will take further restructuring actions if necessary [70][74] Question: Can you talk about the inventory in the channel for Precision Devices? - Management noted that there isn't much inventory in the channel for Precision Devices, as most orders are custom and specific [92][93] Question: What is the outlook for the EV auto market? - Management expects 30% to 40% growth in the EV segment for 2023, with strong bookings indicating potential for significant revenue growth in the coming years [114][117] Question: What is the expected run rate for OpEx going forward? - Management indicated a run rate of approximately $45 million, which reflects the benefits of restructuring and increased incentive compensation [120]

4 th Quarter and Full Year 2022 Forward Looking Statements Non-GAAP Disclaimer 2 | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------|-------|-------|-----------------------------------|---------------------------|-------|-------|-------|---------------------------|-------|------------------------------------------------------------------------------------| | | | | | | | | | | | | | REVENUE ($M) | | | Non-GAAP GROSS PROFIT MARGIN* (%) | ADJUSTED EBIT MARGIN* (%) | | | | Non-GA ...

Part I [Business](index=3&type=section&id=Item%201.%20Business) Knowles is a global provider of advanced micro-acoustic components and solutions for medtech, defense, consumer, and EV markets - Knowles is a **market leader** in advanced micro-acoustic microphones, balanced armature speakers, audio solutions, high-performance capacitors, and RF filtering products[14](index=14&type=chunk) - The company operates through three reportable segments established in Q4 2022: **Precision Devices (PD), Medtech & Specialty Audio (MSA), and Consumer MEMS Microphones (CMM)**[19](index=19&type=chunk) Business Segments and Key Markets | Segment | Products | Key Markets | | :--- | :--- | :--- | | **PD** | High-performance capacitors, RF solutions | Defense, medtech, electric vehicle, industrial | | **MSA** | Balanced armature speakers, microphones | Hearing health, premium audio | | **CMM** | MEMS microphones, audio solutions | Ear, IoT, computing, smartphones | - Revenue from Major Customer (Apple Inc.) Revenue from Major Customer (Apple Inc.) | Year | Percentage of Total Revenue | | :--- | :--- | | 2022 | 15% | | 2021 | 16% | | 2020 | 23% | - As of December 31, 2022, Knowles had approximately **7,000 employees**, with **82% located in Asia** and **71% identifying as female globally**[38](index=38&type=chunk) [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including customer concentration, supply chain dependencies, geopolitical instability, and goodwill impairment - The CMM segment is highly dependent on a few OEM customers. In 2022, its top five customers accounted for approximately **63% of its revenues**, with Apple Inc. representing about **40% of CMM's revenues** and **15% of consolidated company revenues**[57](index=57&type=chunk) - Sales of MEMS microphones accounted for approximately **46% of consolidated revenues in fiscal 2022**. Weak demand in 2022 was driven by a downturn in consumer electronics, COVID-19 shutdowns in China, and excess inventory[58](index=58&type=chunk) - The company relies on highly specialized and sometimes **sole-sourced suppliers**, such as ASIC and MEMS foundry partners, creating a risk of supply disruption[59](index=59&type=chunk) - A significant goodwill balance of **$730.5 million** as of December 31, 2022, is subject to impairment risk. In 2022, the company recorded goodwill impairment charges of **$470.9 million** for the CMM segment[72](index=72&type=chunk) - The **majority of manufacturing operations are in Asia**, exposing the company to risks such as labor unrest, natural disasters, political instability, and trade restrictions, particularly with China[77](index=77&type=chunk)[80](index=80&type=chunk) - The credit agreement contains **financial covenants**, including minimum interest coverage and maximum leverage ratios, which if breached, could result in default[97](index=97&type=chunk) [Unresolved Staff Comments](index=20&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[105](index=105&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company's corporate headquarters is in Itasca, Illinois. Its material manufacturing and administrative facilities are primarily located in Suzhou, China; Cebu, the Philippines; and Penang, Malaysia, supporting all three business segments. Additional significant facilities are located in Cazenovia, New York Material Properties | Location | Principal Function(s) | Segment(s) Served | Square Footage (thousands) | | :--- | :--- | :--- | :--- | | Suzhou, China | Manufacturing and administrative | PD, MSA, CMM | 495 | | Cebu, the Philippines | Manufacturing and administrative | MSA | 215 | | Penang, Malaysia | Manufacturing and administrative | MSA, CMM | 187 | | Cazenovia, New York | Manufacturing, R&D, sales, admin | PD | 133 | | Itasca, Illinois | Corp HQ, R&D, sales, admin | MSA, CMM | 95 | [Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) For discussion of contingencies related to legal proceedings, the company refers to Note 15 of its Consolidated Financial Statements - Information on legal proceedings is detailed in Note 15. Commitments and Contingent Liabilities[107](index=107&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[108](index=108&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Knowles' common stock trades on NYSE; no immediate dividends planned, with **$145.2 million** remaining for share repurchases - The company **does not currently pay cash dividends** and does not anticipate paying them in the immediate future[118](index=118&type=chunk) - A share repurchase program was authorized for up to **$100 million** in February 2020 and increased by an additional **$150 million** in April 2022[121](index=121&type=chunk) - As of December 31, 2022, the remaining amount authorized for share repurchases was **$145.2 million**. No shares were repurchased in the three months ended December 31, 2022[122](index=122&type=chunk) [Reserved](index=24&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, revenue declined **11.9%** to **$764.7 million** due to CMM downturn and **$470.9 million** goodwill impairment, leading to a **$430.1 million net loss** Key Financial Results (2022 vs. 2021) | Metric (in millions, except per share) | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Revenues | $764.7 | $868.1 | -11.9% | | Gross Profit | $276.3 | $359.5 | -23.1% | | (Loss) Earnings from Continuing Operations | $(430.1) | $150.2 | -486.2% | | Diluted (Loss) Earnings Per Share | $(4.69) | $1.59 | - $6.28 | - The revenue decrease was primarily driven by a **$143.8 million** decline in the CMM segment due to lower demand for MEMS microphones in mobile, computing, and IoT markets, stemming from weak global demand for consumer electronics and COVID-19 shutdowns in China[142](index=142&type=chunk) - The company recorded a goodwill impairment charge of **$470.9 million** for the CMM reporting unit in 2022, which was the primary driver of the significant net loss[151](index=151&type=chunk) - Restructuring charges of **$41.8 million** were recorded in 2022, with **$32.2 million** impacting Gross Profit and **$9.6 million** in Operating Expenses, mainly related to rightsizing the CMM segment[145](index=145&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) In 2022, the company reported a **$430.1 million net loss** due to an **11.9% revenue decline** to **$764.7 million** and a **$470.9 million goodwill impairment** Revenue by Segment (2022 vs 2021) | Segment | 2022 Revenue (M) | 2021 Revenue (M) | Change (M) | | :--- | :--- | :--- | :--- | | CMM | $291.9 | $435.7 | $(143.8) | | MSA | $229.9 | $231.3 | $(1.4) | | PD | $242.9 | $201.1 | $41.8 | - Gross profit margin decreased to **36.1%** in 2022 from **41.4%** in 2021, primarily due to restructuring charges, lower factory utilization in the CMM segment, and lower pricing on mature products[147](index=147&type=chunk) - A goodwill impairment charge of **$470.9 million** was recorded in 2022 related to the CMM reporting unit. No such charge was recorded in 2021[151](index=151&type=chunk) - The effective tax rate was **(2.8)%** in 2022, a significant change from **(43.6)%** in 2021. The change was primarily due to the nondeductible goodwill impairment in 2022 versus a large valuation allowance release in 2021[153](index=153&type=chunk) [Segment Results of Operations](index=34&type=section&id=Segment%20Results%20of%20Operations) In 2022, PD and MSA segments performed well, while CMM revenue plummeted **33.0%** to **$291.9 million**, resulting in a **$504.5 million EBIT loss** due to impairment Segment EBIT (2022 vs 2021) | Segment (in millions) | 2022 EBIT | 2021 EBIT | | :--- | :--- | :--- | | Precision Devices (PD) | $56.1 | $43.7 | | MedTech & Specialty Audio (MSA) | $84.6 | $77.0 | | Consumer MEMS Microphones (CMM) | $(504.5) | $60.0 | - PD segment revenue growth was driven by demand from defense, medtech, communications, and industrial markets, along with the **acquisition of IMC**[168](index=168&type=chunk) - MSA segment EBIT margin improved from **33.3%** to **36.8%** due to higher gross profit margin and reduced legal expenses[177](index=177&type=chunk) - CMM segment's EBIT loss was primarily caused by a **$470.9 million goodwill impairment**, lower revenues, and **$41.2 million** in restructuring charges[182](index=182&type=chunk)[185](index=185&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company generated **$86.3 million** in operating cash flow in 2022, with **$54.2 million** in free cash flow, ending the year with **$48.2 million** cash Cash Flow Summary (in millions) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash from Operating activities | $86.3 | $182.1 | | Net cash used in Investing activities | $(32.7) | $(129.6) | | Net cash used in Financing activities | $(73.2) | $(131.4) | Free Cash Flow (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash flow from operating activities | $86.3 | $182.1 | | Less: Capital expenditures | $(32.1) | $(48.6) | | **Free cash flow** | **$54.2** | **$133.5** | - As of December 31, 2022, cash and cash equivalents totaled **$48.2 million**, with **$40.0 million** held by non-U.S. operations[191](index=191&type=chunk) - In 2022, the company repurchased **2.3 million shares** of common stock for **$44.0 million**[192](index=192&type=chunk) [Critical Accounting Estimates](index=44&type=section&id=Critical%20Accounting%20Estimates) Goodwill impairment is a critical estimate, with **$470.9 million** in CMM charges in 2022, and its **$270.1 million** carrying value remains highly sensitive - Goodwill impairment is a critical estimate. The company recorded **$470.9 million** in goodwill impairment charges for the CMM reporting unit in 2022 due to a decline in demand for global consumer electronics[212](index=212&type=chunk) - As of December 31, 2022, the carrying value of the CMM reporting unit's goodwill (**$270.1 million**) approximates its fair value, indicating a high risk of future impairment if performance or market conditions worsen[215](index=215&type=chunk) CMM Reporting Unit Fair Value Sensitivity | Change in Assumption | Approximate Impairment Charge (in millions) | | :--- | :--- | | 1% increase in WACC | $41.9 | | 1% reduction in revenue growth | $40.2 | | 1% reduction in EBITDA margin | $29.2 | - The fair value of the PD and MSA reporting units exceeded their carrying values by at least **230%**, indicating a low risk of impairment for these segments[217](index=217&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates by reference the 'Risk Management' section from Item 7, discussing exposure to market risks including foreign currency, customer concentration, commodity prices, and interest rates - The information required by this item is incorporated by reference from the 'Risk Management' section in Item 7 of the report[221](index=221&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited 2022 financial statements, reflecting a **$430.1 million net loss** due to a **$470.9 million goodwill impairment**, a Critical Audit Matter - The independent auditor, PricewaterhouseCoopers LLP, identified the Goodwill Impairment Assessment for the Consumer MEMS Microphones (CMM) Reporting Unit as a **Critical Audit Matter** due to the significant management judgment and high degree of auditor subjectivity involved[235](index=235&type=chunk)[237](index=237&type=chunk) Consolidated Statements of Earnings Highlights (Year Ended Dec 31, 2022) | Line Item (in millions) | Amount | | :--- | :--- | | Revenues | $764.7 | | Gross Profit | $276.3 | | Impairment Charges | $470.9 | | Operating (Loss) | $(414.8) | | Net (Loss) | $(430.1) | Consolidated Balance Sheets Highlights (As of Dec 31, 2022) | Line Item (in millions) | Amount | | :--- | :--- | | Total Assets | $1,183.9 | | Goodwill | $471.0 | | Total Liabilities | $191.0 | | Total Stockholders' Equity | $992.9 | [Note 4. Impairment Charges](index=60&type=section&id=Note%204.%20Impairment%20Charges) In 2022, **$470.9 million** in goodwill impairment charges were recorded for the CMM unit, triggered by declining consumer electronics demand and rising interest rates - Goodwill impairment charges for the CMM reporting unit totaled **$470.9 million** for the year ended December 31, 2022[292](index=292&type=chunk)[293](index=293&type=chunk) - The impairments were triggered by a **rapid decline in current demand** and a reduction in the expected future growth rate for global consumer electronics, as well as **rising interest rates**[292](index=292&type=chunk)[293](index=293&type=chunk) [Note 10. Restructuring and Related Activities](index=65&type=section&id=Note%2010.%20Restructuring%20and%20Related%20Activities) In 2022, **$41.8 million** in restructuring charges were incurred within the CMM segment to right-size MEMS microphone manufacturing and rationalize Intelligent Audio 2022 Restructuring Charges by Segment (in millions) | Segment | Charge | | :--- | :--- | | Consumer MEMS Microphones | $41.2 | | Corporate | $0.6 | | **Total** | **$41.8** | - The restructuring of the MEMS microphones product line resulted in charges of **$39.0 million**, including **$21.1 million** for supplier obligation settlements and **$13.5 million** in fixed asset write-offs[312](index=312&type=chunk) [Note 12. Borrowings](index=69&type=section&id=Note%2012.%20Borrowings) The company's primary debt is a **$400.0 million** revolving credit facility with **$45.0 million** outstanding, extended to 2028 post-year-end - As of Dec 31, 2022, the company had **$45.0 million** outstanding on its **$400.0 million** revolving credit facility[333](index=333&type=chunk) - The **3.25% convertible senior notes** (**$172.5 million** principal) matured on November 1, 2021, and were settled in cash and stock[341](index=341&type=chunk)[342](index=342&type=chunk) - Subsequent to year-end, on **February 8, 2023**, the company entered into an Amended and Restated Credit Agreement, extending the maturity of its credit facility to February 8, 2028[410](index=410&type=chunk) [Note 18. Segment Information](index=84&type=section&id=Note%2018.%20Segment%20Information) In 2022, CMM was the largest segment by revenue at **$291.9 million**, Asia the largest market at **$471.3 million**, and Apple Inc. accounted for **15%** of total revenues Revenues by Geographic Location (2022) | Region | Revenue (in millions) | | :--- | :--- | | Asia | $471.3 | | United States | $174.3 | | Europe | $104.4 | | Other | $14.7 | | **Total** | **$764.7** | - Apple Inc. accounted for **15% of total revenues** in 2022, down from **16%** in 2021 and **23%** in 2020[407](index=407&type=chunk) - Total assets for the CMM segment decreased from **$1,091.9 million** in 2021 to **$547.3 million** in 2022, primarily due to goodwill impairment[406](index=406&type=chunk) [Controls and Procedures](index=88&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, concurred by auditor - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2022[421](index=421&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2022, an assessment audited and confirmed by PricewaterhouseCoopers LLP[422](index=422&type=chunk)[423](index=423&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=90&type=section&id=Item%2010.%20Directors,%20Executive%20Officers,%20and%20Corporate%20Governance) This section incorporates information on directors, executive officers, and corporate governance from the 2023 Proxy Statement and Part I - Information regarding directors and corporate governance is incorporated by reference from the 2023 Proxy Statement[429](index=429&type=chunk) - Information regarding executive officers is included in Part I of this Form 10-K[430](index=430&type=chunk) [Executive Compensation](index=90&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive and director compensation is incorporated by reference from the company's 2023 Proxy Statement - Details on executive compensation will be included in the 2023 Proxy Statement and are incorporated by reference[434](index=434&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=90&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section incorporates security ownership from the 2023 Proxy Statement and details equity compensation plans, with **5.6 million** securities to be issued and **9.0 million** available Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by stockholders | 5,641,098 | $16.86 | 9,010,351 | | Not approved by stockholders | — | — | — | | **Total** | **5,641,098** | **$16.86** | **9,010,351** | [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information regarding related person transactions and director independence is incorporated by reference from the company's 2023 Proxy Statement - Details on certain relationships, related transactions, and director independence will be included in the 2023 Proxy Statement and are incorporated by reference[437](index=437&type=chunk) [Principal Accountant Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2023 Proxy Statement, under the proposal for the ratification of the independent registered public accounting firm - Details on principal accountant fees and services will be included in the 2023 Proxy Statement and are incorporated by reference[438](index=438&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=92&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K report, including financial statements, Schedule II, and comprehensive exhibits - The financial statements and Schedule II (Valuation and Qualifying Accounts) are filed as part of this report and located under Item 8[440](index=440&type=chunk) - A list of exhibits is provided, including the Restated Certificate of Incorporation, By-Laws, descriptions of securities, various compensation plans, credit agreements, and required certifications[440](index=440&type=chunk)[441](index=441&type=chunk) [Form 10-K Summary](index=94&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that there is no Form 10-K summary - None[442](index=442&type=chunk)

《《 knowles 3 rd Quarter 2022 Earnings Release Supplemental Information October 27, 2022 Safe Harbor Forward Looking Statements This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, such as statements about our future plans, objectives, expectations, financial performance, and continued business operations. The words "believe," "expect," "anticipate," "project," "estimate," "budget," "conti ...

Knowles Corporation (NYSE:KN) Q3 2022 Earnings Conference Call October 27, 2022 4:30 PM ET Company Participants Sloane Bolun - Investor Relations Jeffrey Niew - President and Chief Executive Officer John Anderson - Senior Vice President and Chief Financial Officer Conference Call Participants Anthony Stoss - Craig-Hallum Bob Labick - CJS Securities Tyler Bomba - Baird Suji Desilva - Roth Capital Christopher Rolland - Susquehanna Group Operator Good afternoon and welcome to the Knowles Corporation Third Qua ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36102 Knowles Corporation (Exact name of registrant as specified in its charter) (State or other jurisdi ...