8-K
Knowles Corp (KN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2025
Knowles Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36102 | 90-1002689 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1151 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)
60143
(Zip Code)
Registrant's telephone number, including area code: (630) 250-5100
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | KN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 2.02 Results of Operations and Financial Condition. | |
|---|---|
| On October 23, 2025, Knowles Corporation (the "Company") issued a press release announcing its results of operations for the quarter ended September 30, 2025 and posted on its website at http://investor.knowles.com presentation slides which summarize certain of its results of operations for the quarter ended September 30, 2025. Knowles Corporation's quarterly financial conference call and webcast will be held on October 23, 2025. A copy of the press release is being furnished as Exhibit 99.1 hereto and a copy of the presentation slides is being furnished as Exhibit 99.2 hereto. | |
| The information furnished with the Current Report on Form 8-K and the related exhibits included in Item 9.01 shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. | |
| Forward Looking Statements | |
| --- | |
| This Current Report on Form 8-K 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 relating to the expected impact of the Company's restructuring program, including estimates of timing and amounts of restructuring charges. The words “believe,” “expect,” “anticipate,” “project,” “estimate,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “objective,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The statements in this Current Report on Form 8-K are based on currently available information and the current expectations, forecasts, and assumptions of Knowles’ management concerning risks and uncertainties that could cause actual outcomes or results to differ materially from those outcomes or results that are projected, anticipated, or implied in these statements, including risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the U.S. Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. | |
| Item 9.01 Financial Statements and Exhibits. | |
| --- | --- |
| (d) Exhibits. | |
| The following exhibits are furnished as part of this report: | |
| Exhibit Number | Description |
| 99.1 | Press release of Knowles Corporation dated October 23, 2025. |
| 99.2 | Presentation slides dated October 23,2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KNOWLES CORPORATION | |
|---|---|
| Date: October 23, 2025 | By: /s/ Robert J. Perna |
| Robert J. Perna | |
| Senior Vice President, General Counsel & Secretary |
Document
Exhibit 99.1
| Financial Contact:<br><br>Sarah Cook<br><br>Knowles Investor Relations<br><br>Email: investorrelations@knowles.com |
|---|
Knowles Reports Q3 2025 Financial Results and Provides Outlook for Q4 2025
Third Quarter Revenues from Continuing Operations Increased 7% on a Year over Year Basis to $153 Million
Net Cash from Operations of $29 Million; At the High-End of the Guided Range
Year over Year Revenue Growth of 9% Expected in 4th Quarter
ITASCA, Ill., October 23, 2025 - Knowles Corporation (NYSE: KN), a leading manufacturer of specialty electronic components, including high performance capacitors, radio frequency ("RF") filters, advanced medtech microphones, and balanced armature speakers, today announced results for the quarter ended September 30, 2025.
“We continued to deliver on expectations in the third quarter of 2025 with revenues, cash provided by operating activities, and non-GAAP diluted EPS from continuing operations all above the mid-point of our guided range. Our cash generated by operating activities in the quarter was again strong, allowing us to repurchase $20 million in shares and reduce debt by $15 million” commented Jeffrey Niew, President, and CEO of Knowles.
Mr. Niew stated, “Our business units continue to execute on our strategy, demonstrated by another quarter of sequential and year over year revenue growth. As we enter the fourth quarter, our design activity and backlog remain strong, and we believe this points to continued growth, giving me confidence in our ability to achieve full year organic revenue growth of 6% in 2025. As we look to next year, with new design wins ramping and a very healthy backlog of existing orders, we expect to see organic growth at the high end of the range of 4-6% for the company.”
Knowles continues to leverage its unique technologies, creating custom products through our customer application intimacy, and then scaling into production with our world class operational capabilities for end markets with strong secular growth trends. “I am excited about the opportunities we have in front of us and with the momentum and strength of the business I continue to be confident in our ability to drive value for our shareholders,” Mr. Niew continued.
Financial Highlights
The following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis for continuing operations* with the exception of Net cash provided by operating activities (in millions, except per share data):
| Q3-25 | Q2-25 | Q3-24 | |
|---|---|---|---|
| Revenues | $152.9 | $145.9 | $142.5 |
| Gross profit | $69.9 | $60.6 | $62.9 |
| (as a % of revenues) | 45.7% | 41.5% | 44.1% |
| Non-GAAP gross profit | $70.7 | $64.5 | $64.8 |
| (as a % of revenues) | 46.2% | 44.2% | 45.5% |
| Diluted earnings per share** | $0.21 | $0.09 | $0.10 |
| Non-GAAP diluted earnings per share | $0.33 | $0.24 | $0.27 |
| Net cash provided by operating activities | $29.1 | $36.4 | $52.8 |
* Continuing operations excludes the results of the Consumer MEMS Microphones reporting business, which was divested in December 2024.
** Current period results include $0.06 per share in stock-based compensation expense, $0.04 per share in intangibles amortization expense, $0.01 per share in production transfer costs, and $0.01 for differences related to the GAAP effective tax rate excluded from non-GAAP results.
.
Fourth Quarter 2025 Outlook
The forward looking guidance for the quarter ending December 31, 2025 on a continuing operations basis with the exception of Net cash provided by operating activities is as follows:
| GAAP | Adjustments | Non-GAAP | |
|---|---|---|---|
| Revenues from continuing operations | $151 to $161 million | — | $151 to $161 million |
| Diluted earnings per share from continuing operations | $0.21 to $0.25 | $0.12 | $0.33 to $0.37 |
| Net cash provided by operating activities | $30 to $40 million | — | $30 to $40 million |
Q4 2025 GAAP results from continuing operations are expected to include approximately $0.06 per share in stock-based compensation expense, $0.05 per share in intangibles amortization expense, and $0.01 in production transfer costs. These items are excluded from non-GAAP results.
Non-GAAP Financial Measures
In addition to the GAAP results included in this press release, Knowles has presented supplemental non-GAAP gross profit, earnings before interest and income taxes, adjusted earnings before interest and income taxes, non-GAAP diluted earnings per share, free cash flow, as well as other metrics on a non-GAAP basis that exclude certain amounts that are included in the most directly comparable GAAP measure to facilitate evaluation of Knowles’ operating performance. Non-GAAP results are not presented in accordance with GAAP. Non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. Knowles believes that non-GAAP measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating Knowles’ performance for business planning purposes. Knowles also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in Knowles’ opinion, do not reflect its core operating performance including, for example, stock-based compensation, certain intangibles amortization expense, impairment charges, restructuring, production transfer costs, and other charges which management considers to be outside our core operating results. Knowles believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Knowles uses internally for purposes of assessing its core operating performance. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation table accompanying this release.
Webcast and Conference Call Information
Investors can listen to a live or replay webcast of the Company’s quarterly financial conference call at http://investor.knowles.com. The live webcast will begin today at 3:30 p.m. Central time. The webcast replay will be available after 7:00 p.m. Central time today.
A conference call replay will be available after 7:00 p.m. Central time on October 23 through 11:59 p.m. Central time on October 30 at (800) 770-2030 (Toll-Free Dial-In); (609) 800-9909 (Toll Dial-In). The conference ID is 8193117. A webcast replay will also be accessible via the Knowles website at http://investor.knowles.com for a limited time.
About Knowles
Knowles is a leading manufacturer of specialty electronic components. We design parts that perform unique, critical functions for innovative technologies. Through extreme reliability, custom engineering, and scalable manufacturing, we enable businesses to succeed in the most demanding applications across medtech, defense, and industrial markets.
Our high-performance capacitors, RF and microwave filters, advanced medtech microphones, balanced armature speakers, and miniaturization products enable and enhance the performance of technologies with the power to change, improve, and save lives. Founded in 1946 and headquartered in Itasca, Illinois, Knowles has grown into a global organization with employees spanning 11 countries.
For more information, please visit knowles.com.
.
Forward-Looking Statements
This news release 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," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "objective," "forecast," "goal," "guidance," "outlook," "effort," "target," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The statements in this news release are based on currently available information and the current expectations, forecasts, and assumptions of Knowles’ management concerning risks and uncertainties that could cause actual outcomes or results to differ materially from those outcomes or results that are projected, anticipated, or implied in these statements. Other risks and uncertainties include, but are not limited to: the occurrence of any event, change, or other circumstance giving rise to our inability to achieve some or all of the strategic and financial benefits that we expect to achieve in connection with our CMM divestiture; fluctuations in our stock's market price; fluctuations in operating results and cash flows; our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified; risks associated with increasing our inventories in advance of anticipated orders by customers; global economic instability, including due to inflation, rising interest rates, negative impacts caused by pandemics and public health crises, or the impacts of geopolitical uncertainties; the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions; our ability to achieve reductions in our operating expenses; the ability to qualify our products and facilities with customers; our ability to obtain, enforce, defend or monetize our intellectual property rights; disruption caused by a cybersecurity incident, including a cyber-attack, cyber breach, theft, or other unauthorized access; increases in the costs of critical raw materials and components; availability of raw materials and components; managing new product ramps and introductions for our customers; our dependence on a limited number of large customers; our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue; increasing competition and new entrants in the market for our products; our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance; escalating international trade tensions, new or increased tariffs and trade wars among countries; financial risks, including risks relating to currency fluctuations, credit risks and fluctuations in the market value of the Company; a sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets; market risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation, changes in tax laws, changes in tax rates and exposure to additional tax liabilities; and other risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the U.S. Securities and Exchange Commission. Knowles disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
.
INVESTOR SUPPLEMENT - THIRD QUARTER 2025
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30,<br>2025 | June 30,<br>2025 | September 30,<br>2024 | |||||||
| Revenues | $ | 152.9 | $ | 145.9 | $ | 142.5 | |||
| Cost of goods sold | 82.8 | 81.7 | 79.5 | ||||||
| Impairment charges | — | 3.6 | — | ||||||
| Restructuring charges - cost of goods sold | 0.2 | — | 0.1 | ||||||
| Gross profit | 69.9 | 60.6 | 62.9 | ||||||
| Research and development expenses | 10.0 | 10.0 | 10.2 | ||||||
| Selling and administrative expenses | 34.0 | 35.9 | 33.9 | ||||||
| Restructuring charges | 0.1 | — | 0.1 | ||||||
| Operating expenses | 44.1 | 45.9 | 44.2 | ||||||
| Operating earnings | 25.8 | 14.7 | 18.7 | ||||||
| Interest expense, net | 2.3 | 2.5 | 3.9 | ||||||
| Other expense, net | 1.2 | 0.9 | 2.6 | ||||||
| Earnings before income taxes and discontinued operations | 22.3 | 11.3 | 12.2 | ||||||
| Provision for income taxes | 4.3 | 3.5 | 3.0 | ||||||
| Earnings from continuing operations | 18.0 | 7.8 | 9.2 | ||||||
| Loss from discontinued operations, net | (0.6) | — | (8.7) | ||||||
| Net earnings | $ | 17.4 | $ | 7.8 | $ | 0.5 | |||
| Earnings per share from continuing operations: | |||||||||
| Basic | $ | 0.21 | $ | 0.09 | $ | 0.10 | |||
| Diluted | $ | 0.21 | $ | 0.09 | $ | 0.10 | |||
| Loss per share from discontinued operations: | |||||||||
| Basic | $ | (0.01) | $ | — | $ | (0.09) | |||
| Diluted | $ | (0.01) | $ | — | $ | (0.09) | |||
| Net earnings per share: | |||||||||
| Basic | $ | 0.20 | $ | 0.09 | $ | 0.01 | |||
| Diluted | $ | 0.20 | $ | 0.09 | $ | 0.01 | |||
| Weighted-average common shares outstanding: | |||||||||
| Basic | 85.8 | 86.9 | 88.7 | ||||||
| Diluted | 87.3 | 87.6 | 89.7 |
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KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
(unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30,<br>2025 | September 30,<br>2024 | |||||
| Revenues | $ | 431.0 | $ | 411.0 | ||
| Cost of goods sold | 242.9 | 235.7 | ||||
| Impairment charges | 3.6 | — | ||||
| Restructuring charges - cost of goods sold | 0.7 | 1.4 | ||||
| Gross profit | 183.8 | 173.9 | ||||
| Research and development expenses | 29.7 | 29.2 | ||||
| Selling and administrative expenses | 107.1 | 106.8 | ||||
| Restructuring charges | 2.5 | 1.5 | ||||
| Operating expenses | 139.3 | 137.5 | ||||
| Operating earnings | 44.5 | 36.4 | ||||
| Interest expense, net | 7.5 | 12.9 | ||||
| Other expense, net | 2.6 | 2.5 | ||||
| Earnings before income taxes and discontinued operations | 34.4 | 21.0 | ||||
| Provision for income taxes | 9.0 | 8.0 | ||||
| Earnings from continuing operations | 25.4 | 13.0 | ||||
| Loss from discontinued operations, net | (2.2) | (269.3) | ||||
| Net earnings (loss) | $ | 23.2 | $ | (256.3) | ||
| Earnings per share from continuing operations: | ||||||
| Basic | $ | 0.29 | $ | 0.15 | ||
| Diluted | $ | 0.29 | $ | 0.14 | ||
| Loss per share from discontinued operations: | ||||||
| Basic | $ | (0.02) | $ | (3.02) | ||
| Diluted | $ | (0.03) | $ | (2.98) | ||
| Net earnings (loss) per share: | ||||||
| Basic | $ | 0.27 | $ | (2.87) | ||
| Diluted | $ | 0.26 | $ | (2.84) | ||
| Weighted-average common shares outstanding: | ||||||
| Basic | 86.8 | 89.2 | ||||
| Diluted | 88.1 | 90.2 |
.
KNOWLES CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES (1)
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br>2025 | June 30,<br>2025 | September 30,<br>2024 | September 30,<br>2025 | September 30,<br>2024 | |||||||||||
| Gross profit | $ | 69.9 | $ | 60.6 | $ | 62.9 | $ | 183.8 | $ | 173.9 | |||||
| Gross profit as % of revenues | 45.7 | % | 41.5 | % | 44.1 | % | 42.6 | % | 42.3 | % | |||||
| Stock-based compensation expense | 0.3 | 0.3 | 0.3 | 1.1 | 1.1 | ||||||||||
| Impairment charges | — | 3.6 | — | 3.6 | — | ||||||||||
| Restructuring charges | 0.2 | — | 0.1 | 0.7 | 1.4 | ||||||||||
| Production transfer costs (2) | 0.6 | 0.2 | 1.3 | 0.9 | 2.8 | ||||||||||
| Acquisition-related costs (3) | — | — | 0.2 | — | 2.2 | ||||||||||
| Transition services credit (4) | (0.3) | (0.2) | — | (0.7) | — | ||||||||||
| Other (5) | — | — | — | 0.8 | 1.1 | ||||||||||
| Non-GAAP gross profit | $ | 70.7 | $ | 64.5 | $ | 64.8 | $ | 190.2 | $ | 182.5 | |||||
| Non-GAAP gross profit as % of revenues | 46.2 | % | 44.2 | % | 45.5 | % | 44.1 | % | 44.4 | % | |||||
| Research and development expenses | $ | 10.0 | $ | 10.0 | $ | 10.2 | $ | 29.7 | $ | 29.2 | |||||
| Stock-based compensation expense | (0.7) | (0.8) | (0.6) | (2.6) | (1.6) | ||||||||||
| Intangibles amortization expense | (0.6) | (0.7) | (0.6) | (1.8) | (1.8) | ||||||||||
| Acquisition-related costs (3) | — | — | (0.1) | — | (0.5) | ||||||||||
| Transition services credit (4) | — | — | — | 0.1 | — | ||||||||||
| Other (5) | 0.1 | 0.1 | — | 0.2 | — | ||||||||||
| Non-GAAP research and development expenses | $ | 8.8 | $ | 8.6 | $ | 8.9 | $ | 25.6 | $ | 25.3 | |||||
| Selling and administrative expenses | $ | 34.0 | $ | 35.9 | $ | 33.9 | $ | 107.1 | $ | 106.8 | |||||
| Stock-based compensation expense | (4.9) | (5.2) | (4.9) | (18.7) | (14.1) | ||||||||||
| Intangibles amortization expense | (3.4) | (3.4) | (3.6) | (10.3) | (11.0) | ||||||||||
| Production transfer costs (2) | — | — | (0.1) | (0.1) | (0.2) | ||||||||||
| Acquisition-related costs (3) | 0.1 | (0.2) | (1.0) | (0.6) | (4.8) | ||||||||||
| Transition services credit (4) | 0.2 | 0.3 | — | 0.9 | — | ||||||||||
| Other (5) | — | 0.2 | (0.3) | 0.2 | (0.5) | ||||||||||
| Non-GAAP selling and administrative expenses | $ | 26.0 | $ | 27.6 | $ | 24.0 | $ | 78.5 | $ | 76.2 | |||||
| Operating expenses | $ | 44.1 | $ | 45.9 | $ | 44.2 | $ | 139.3 | $ | 137.5 | |||||
| Stock-based compensation expense | (5.6) | (6.0) | (5.5) | (21.3) | (15.7) | ||||||||||
| Intangibles amortization expense | (4.0) | (4.1) | (4.2) | (12.1) | (12.8) | ||||||||||
| Restructuring charges | (0.1) | — | (0.1) | (2.5) | (1.5) | ||||||||||
| Production transfer costs (2) | — | — | (0.1) | (0.1) | (0.2) | ||||||||||
| Acquisition-related costs (3) | 0.1 | (0.2) | (1.1) | (0.6) | (5.3) | ||||||||||
| Transition services credit (4) | 0.2 | 0.3 | — | 1.0 | — | ||||||||||
| Other (5) | 0.1 | 0.3 | (0.3) | 0.4 | (0.5) | ||||||||||
| Non-GAAP operating expenses | $ | 34.8 | $ | 36.2 | $ | 32.9 | $ | 104.1 | $ | 101.5 | |||||
| Net earnings from continuing operations | $ | 18.0 | $ | 7.8 | $ | 9.2 | $ | 25.4 | $ | 13.0 | |||||
| Interest expense, net | 2.3 | 2.5 | 3.9 | 7.5 | 12.9 | ||||||||||
| Provision for income taxes | 4.3 | 3.5 | 3.0 | 9.0 | 8.0 | ||||||||||
| Earnings from continuing operations before interest and income taxes | 24.6 | 13.8 | 16.1 | 41.9 | 33.9 | ||||||||||
| Earnings from continuing operations before interest and income taxes as % of revenues | 16.1 | % | 9.5 | % | 11.3 | % | 9.7 | % | 8.2 | % | |||||
| Stock-based compensation expense | 5.9 | 6.3 | 5.8 | 22.4 | 16.8 | ||||||||||
| Intangibles amortization expense | 4.0 | 4.1 | 4.2 | 12.1 | 12.8 | ||||||||||
| Impairment charges | — | 3.6 | — | 3.6 | — | ||||||||||
| Restructuring charges | 0.3 | — | 0.2 | 3.2 | 2.9 | ||||||||||
| Production transfer costs (2) | 0.6 | 0.2 | 1.4 | 1.0 | 3.0 | ||||||||||
| Acquisition-related costs (3) | (0.1) | 0.2 | 1.3 | 0.6 | 7.5 | ||||||||||
| Transition services credit (4) | (0.5) | (0.5) | — | (1.7) | — | ||||||||||
| Other (5) | (0.3) | — | 1.0 | 0.8 | 1.6 | ||||||||||
| Adjusted earnings from continuing operations before interest and income taxes | $ | 34.5 | $ | 27.7 | $ | 30.0 | $ | 83.9 | $ | 78.5 | |||||
| Adjusted earnings from continuing operations before interest and income taxes as % of revenues | 22.6 | % | 19.0 | % | 21.1 | % | 19.5 | % | 19.1 | % | |||||
| Net earnings from continuing operations | $ | 18.0 | $ | 7.8 | $ | 9.2 | $ | 25.4 | $ | 13.0 | |||||
| Interest expense, net | 2.3 | 2.5 | 3.9 | 7.5 | 12.9 | ||||||||||
| Provision for income taxes | 4.3 | 3.5 | 3.0 | 9.0 | 8.0 | ||||||||||
| Earnings from continuing operations before interest and income taxes | 24.6 | 13.8 | 16.1 | 41.9 | 33.9 | ||||||||||
| Non-GAAP reconciling adjustments (7) | 9.9 | 13.9 | 13.9 | 42.0 | 44.6 | ||||||||||
| Depreciation expense | 5.0 | 5.0 | 5.0 | 15.0 | 15.3 | ||||||||||
| Adjusted earnings from continuing operations before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") | $ | 39.5 | $ | 32.7 | $ | 35.0 | $ | 98.9 | $ | 93.8 | |||||
| Adjusted EBITDA as a % of revenues | 25.8 | % | 22.4 | % | 24.6 | % | 22.9 | % | 22.8 | % |
.
| Quarter Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br>2025 | June 30,<br>2025 | September 30,<br>2024 | September 30,<br>2025 | September 30,<br>2024 | ||||||
| Provision for income taxes | $ | 4.3 | $ | 3.5 | $ | 3.0 | $ | 9.0 | $ | 8.0 |
| Income tax effects of non-GAAP reconciling adjustments (6) | (1.0) | 0.5 | (1.1) | 1.1 | (2.0) | |||||
| Non-GAAP provision for income taxes | $ | 3.3 | $ | 4.0 | $ | 1.9 | $ | 10.1 | $ | 6.0 |
| Net earnings from continuing operations | $ | 18.0 | $ | 7.8 | $ | 9.2 | $ | 25.4 | $ | 13.0 |
| Non-GAAP reconciling adjustments (7) | 9.9 | 13.9 | 13.9 | 42.0 | 44.6 | |||||
| Income tax effects of non-GAAP reconciling adjustments (6) | (1.0) | 0.5 | (1.1) | 1.1 | (2.0) | |||||
| Non-GAAP net earnings | $ | 28.9 | $ | 21.2 | $ | 24.2 | $ | 66.3 | $ | 59.6 |
| Diluted earnings per share from continuing operations | $ | 0.21 | $ | 0.09 | $ | 0.10 | $ | 0.29 | $ | 0.14 |
| Earnings per share non-GAAP reconciling adjustment (6) (7) (8) | 0.12 | 0.15 | 0.17 | 0.46 | 0.51 | |||||
| Non-GAAP diluted earnings per share (8) | $ | 0.33 | $ | 0.24 | $ | 0.27 | $ | 0.75 | $ | 0.65 |
| Diluted average shares outstanding | 87.3 | 87.6 | 89.7 | 88.1 | 90.2 | |||||
| Non-GAAP adjustment (8) (9) | 0.6 | 1.3 | 1.6 | 0.7 | 1.5 | |||||
| Non-GAAP diluted average shares outstanding (8) (9) | 87.9 | 88.9 | 91.3 | 88.8 | 91.7 |
Notes:
(1) In addition to the GAAP financial measures included herein, Knowles has presented certain non-GAAP financial measures that exclude certain amounts that are included in the most directly comparable GAAP measures. Knowles believes that non-GAAP measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating Knowles' performance for business planning purposes. Knowles also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in Knowles' opinion, do not reflect its core operating performance. Knowles believes that its presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Knowles uses internally for purposes of assessing its core operating performance.
(2) Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities. These amounts are included in the corresponding Gross profit and Earnings from continuing operations before interest and income taxes for each period presented.
(3) These expenses are related to the acquisition of Cornell Dubilier by the Precision Devices segment. These expenses include ongoing costs to facilitate integration, the amortization of fair value adjustments to inventory, and costs incurred by the Company to carry out this transaction.
(4) Transition services represent amounts charged to Syntiant in connection with post-closing transition and separation costs.
(5) Other expenses include non-recurring professional service fees related to the execution of various reorganization projects and foreign currency exchange rate impacts on restructuring balances.
(6) Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments.
(7) The non-GAAP reconciling adjustments include stock-based compensation expense, intangibles amortization expense, impairment charges, restructuring charges, production transfer costs, acquisition-related costs, and other expenses, partially offset by a credit to transition services.
(8) In the third quarter of 2025, the Company modified its calculation method of Non-GAAP diluted average shares outstanding to exclude the potential dilution impact from performance share units ("PSUs") as these equity awards have not yet been earned. Knowles' PSUs are market-based awards and have fluctuated based on the Company's total shareholder return performance relative to the Russell 2000 during the measurement period. The calculation methodology change in Non-GAAP diluted average shares outstanding increased Non-GAAP diluted earnings per share by $0.01 for both the three months ended September 30, 2025 and 2024, $0.02 for the nine months ended September 30, 2025, and $0.01 for the nine months ended September 30, 2024.
(9) The number of shares used in the diluted average shares outstanding calculations on a non-GAAP basis excludes the impact of stock-based compensation expense expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method. Non-GAAP diluted average shares outstanding also excludes the impact of certain equity awards that are not yet earned.
.
KNOWLES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current assets: | ||||
| Cash and cash equivalents | $ | 92.5 | $ | 130.1 |
| Receivables, net of allowances of $0.1 | 107.7 | 105.0 | ||
| Inventories | 123.9 | 118.0 | ||
| Prepaid and other current assets | 10.1 | 8.3 | ||
| Total current assets | 334.2 | 361.4 | ||
| Property, plant, and equipment, net | 130.9 | 130.1 | ||
| Goodwill | 270.2 | 269.8 | ||
| Intangible assets, net | 145.3 | 157.4 | ||
| Operating lease right-of-use assets | 19.7 | 8.6 | ||
| Investment in affiliate | 77.2 | 77.2 | ||
| Other assets and deferred charges | 110.7 | 113.7 | ||
| Total assets | $ | 1,088.2 | $ | 1,118.2 |
| Current liabilities: | ||||
| Current maturities of long-term debt | $ | 72.3 | $ | 68.5 |
| Accounts payable | 41.2 | 58.5 | ||
| Accrued compensation and employee benefits | 26.3 | 29.4 | ||
| Operating lease liabilities | 3.8 | 3.9 | ||
| Other accrued expenses | 25.3 | 33.6 | ||
| Federal and other taxes on income | 7.1 | 3.7 | ||
| Total current liabilities | 176.0 | 197.6 | ||
| Long-term debt | 104.0 | 134.0 | ||
| Deferred income taxes | 1.1 | 1.1 | ||
| Long-term operating lease liabilities | 16.9 | 5.8 | ||
| Other liabilities | 38.4 | 23.7 | ||
| Commitments and contingencies | ||||
| Stockholders' equity: | ||||
| Preferred stock - $0.01 par value; 10,000,000 shares authorized; none issued | — | — | ||
| Common stock - $0.01 par value; 400,000,000 shares authorized; 99,464,987 and 85,151,884 shares issued and outstanding at September 30, 2025, respectively, and 98,551,188 and 87,358,659 shares issued and outstanding at December 31, 2024, respectively | 1.0 | 1.0 | ||
| Treasury stock - at cost; 14,313,103 and 11,192,529 shares at September 30, 2025 and December 31, 2024, respectively | (260.7) | (205.2) | ||
| Additional paid-in capital | 1,731.1 | 1,711.9 | ||
| Accumulated deficit | (590.4) | (613.6) | ||
| Accumulated other comprehensive loss | (129.2) | (138.1) | ||
| Total stockholders' equity | 751.8 | 756.0 | ||
| Total liabilities and stockholders' equity | $ | 1,088.2 | $ | 1,118.2 |
.
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating Activities | ||||
| Net earnings (loss) | $ | 23.2 | $ | (256.3) |
| Adjustments to reconcile net earnings (loss) to cash from operating activities: | ||||
| Goodwill impairment | — | 262.5 | ||
| Depreciation and amortization | 27.1 | 40.7 | ||
| Stock-based compensation | 22.4 | 21.4 | ||
| Deferred income taxes | 4.3 | 0.7 | ||
| Non-cash interest expense and amortization of debt issuance costs | 4.2 | 6.4 | ||
| Fixed asset impairment | 3.6 | — | ||
| Loss on sale of business | 1.6 | 2.3 | ||
| Non-cash restructuring charges | — | 0.3 | ||
| Loss (gain) on sale of fixed assets | 0.1 | (1.1) | ||
| Gain on sale of technology | — | (7.2) | ||
| Other, net | 5.2 | 7.4 | ||
| Changes in assets and liabilities (excluding effects of foreign exchange): | ||||
| Receivables, net | (3.8) | (8.4) | ||
| Inventories | (4.8) | 11.2 | ||
| Prepaid and other current assets | (1.5) | (0.3) | ||
| Accounts payable | (20.8) | 5.8 | ||
| Accrued compensation and employee benefits | (3.4) | 3.5 | ||
| Other accrued expenses | (7.8) | (3.1) | ||
| Accrued taxes | 3.2 | 15.3 | ||
| Other non-current assets and non-current liabilities | 14.0 | (6.1) | ||
| Net cash provided by operating activities | 66.8 | 95.0 | ||
| Investing Activities | ||||
| Proceeds from the sale of technology | — | 7.2 | ||
| Capital expenditures | (16.8) | (10.3) | ||
| Purchase of investments | (1.6) | (0.5) | ||
| Proceeds from the sale of investments | 1.6 | 0.5 | ||
| Proceeds from seller loan repayment | 0.5 | — | ||
| Net cash used in investing activities | (16.3) | (3.1) | ||
| Financing Activities | ||||
| Repurchase of common stock | (55.0) | (29.5) | ||
| Payments under revolving credit facility | (30.0) | (130.0) | ||
| Borrowings under revolving credit facility | — | 78.0 | ||
| Tax on restricted and performance stock unit vesting and stock option exercises | (7.1) | (6.4) | ||
| Payments of finance lease obligations | (0.4) | (1.4) | ||
| Proceeds from exercise of stock options | 3.9 | 2.1 | ||
| Net cash used in financing activities | (88.6) | (87.2) | ||
| Effect of exchange rate changes on cash and cash equivalents | 0.5 | 0.6 | ||
| Net (decrease) increase in cash and cash equivalents | (37.6) | 5.3 | ||
| Cash and cash equivalents at beginning of period | 130.1 | 87.3 | ||
| Cash and cash equivalents at end of period | $ | 92.5 | $ | 92.6 |
.
KNOWLES CORPORATION
RECONCILIATION OF GAAP CASH FLOW MEASURES TO NON-GAAP CASH FLOW MEASURES (1)
(in millions, except per share amounts)
(unaudited)
| Quarter Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br>2025 | June 30,<br>2025 | September 30,<br>2024 | September 30,<br>2025 | September 30,<br>2024 | |||||||||||
| Net cash provided by operating activities | $ | 29.1 | $ | 36.4 | $ | 52.8 | $ | 66.8 | $ | 95.0 | |||||
| Less: amounts utilized (provided) by discontinued operations | 1.9 | 8.3 | (22.3) | 31.2 | (22.1) | ||||||||||
| Non-GAAP net cash attributable to continuing operations | 31.0 | 44.7 | 30.5 | 98.0 | 72.9 | ||||||||||
| Capital expenditures | (7.7) | (5.1) | (3.7) | (16.8) | (10.3) | ||||||||||
| Less: amounts attributable to discontinued operations | — | — | 0.2 | — | 0.9 | ||||||||||
| Non-GAAP capital expenditures attributable to continuing operations | (7.7) | (5.1) | (3.5) | (16.8) | (9.4) | ||||||||||
| Non-GAAP net cash attributable to continuing operations | 31.0 | 44.7 | 30.5 | 98.0 | 72.9 | ||||||||||
| Non-GAAP capital expenditures attributable to continuing operations | (7.7) | (5.1) | (3.5) | (16.8) | (9.4) | ||||||||||
| Adjusted free cash flow | $ | 23.3 | $ | 39.6 | $ | 27.0 | $ | 81.2 | $ | 63.5 | |||||
| Adjusted free cash flow as a % of revenues | 15.2 | % | 27.1 | % | 18.9 | % | 18.8 | % | 15.5 | % |
(1) In addition to measuring cash flow generation based on the operating, investing, and financing classifications included in the Consolidated Statement of Cash Flows, Knowles also measures adjusted free cash flow and adjusted free cash flow as a percentage of revenues. Adjusted free cash flow is defined as non-GAAP net cash attributable to continuing operations less non-GAAP capital expenditures attributable to continuing operations. Non-GAAP net cash attributable to continuing operations is defined as net cash provided by operating activities less amounts generated or utilized by discontinued operations. Non-GAAP capital expenditures attributable to continuing operations is defined as capital expenditures less amounts attributable to discontinued operations. Knowles believes these measures are helpful in measuring its cash generated from its continuing operations that is available to repay debt, fund acquisitions, and repurchase Knowles common stock. Adjusted free cash flow and adjusted free cash flow as a percentage of revenues are not presented in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry. As such, adjusted free cash flow and adjusted free cash flow as a percentage of revenues should not be considered in isolation from, or as an alternative to, any other liquidity measures determined in accordance with GAAP.
10
exhibit992q32025
1 0 . 2 3 . 2 5 Earnings Release Supplemental Information 3rd Quarter 2025
2 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," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "objective," "forecast," "goal," "guidance," "outlook," "effort," "target," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The statements in this presentation are based on currently available information and the current expectations, forecasts, and assumptions of Knowles’ management concerning risks and uncertainties that could cause actual outcomes or results to differ materially from those outcomes or results that are projected, anticipated, or implied in these statements. Other risks and uncertainties include, but are not limited to: the occurrence of any event, change, or other circumstance giving rise to our inability to achieve some or all of the strategic and financial benefits that we expect to achieve in connection with our CMM divestiture; fluctuations in our stock's market price; fluctuations in operating results and cash flows; our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified; risks associated with increasing our inventories in advance of anticipated orders by customers; global economic instability, including due to inflation, rising interest rates, negative impacts caused by pandemics and public health crises, or the impacts of geopolitical uncertainties; the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions; our ability to achieve reductions in our operating expenses; the ability to qualify our products and facilities with customers; our ability to obtain, enforce, defend or monetize our intellectual property rights; disruption caused by a cybersecurity incident, including a cyber-attack, cyber breach, theft, or other unauthorized access; increases in the costs of critical raw materials and components; availability of raw materials and components; managing new product ramps and introductions for our customers; our dependence on a limited number of large customers; our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue; increasing competition and new entrants in the market for our products; our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance; escalating international trade tensions, new or increased tariffs and trade wars among countries; financial risks, including risks relating to currency fluctuations, credit risks and fluctuations in the market value of the Company; a sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets; market risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation, changes in tax laws, changes in tax rates and exposure to additional tax liabilities; and other risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the U.S. Securities and Exchange Commission. Knowles disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Disclaimer The financial results disclosed in this presentation include certain measures calculated and presented in accordance with GAAP. In addition to the GAAP results included in this presentation, Knowles has presented supplemental, non-GAAP gross profit, adjusted earnings before interest and income taxes, adjusted earnings before interest and income taxes margin, adjusted earnings before interest, taxes, depreciation, and amortization; adjusted earnings before interest, taxes, depreciation, and amortization margin; non-GAAP gross profit margin, non-GAAP diluted earnings per share, non-GAAP operating expense; free cash flow; and free cash flow margin to facilitate evaluation of Knowles’ operating performance. These non-GAAP financial measures exclude certain amounts that are included in the most directly comparable GAAP measure. In addition, these non-GAAP financial measures do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies. Knowles uses non-GAAP measures as supplements to its GAAP results of operations in evaluating certain aspects of its business, and its executive management team focuses on non-GAAP items as key measures of Knowles’ performance for business planning purposes. These measures assist Knowles in comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in Knowles’ opinion, do not reflect its core operating performance. Knowles believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Knowles uses internally for purposes of assessing its core operating performance. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation tables in the Appendix.
3 Financial measures depicted on this slide (other than net cash provided by operating activities) are for continuing operations. * For this Non-GAAP financial measure see the Appendix for GAAP to Non-GAAP reconciliation Q 3 2 0 2 5 Y E A R -O V E R -Y E A R Third Quarter Results at the high end of guidance range • Revenue was at the high end of our guided range. • Non-GAAP Diluted EPS was at the high end of the guided range. • Cash from operating activities was at the high end of the guided range. Net Cash Provided by Operating Activities ($M) Revenue ($M) Non-GAAP Diluted EPS* ($) 142.5 152.9 3Q24 3Q25 0.27 0.33 3Q24 3Q25 +22.2% 52.8 29.1 3Q24 3Q25 -44.9%+ 7.3%
4 . * For this Non-GAAP financial measure see the Appendix for GAAP to Non-GAAP reconciliation Q 3 2 0 2 5 S E G M E N T P E R F O R M A N C E MedTech & Specialty Audio • Revenue grew year over year on higher demand in specialty audio market. • Adjusted EBITDA margins were down slightly year over year driven by unfavorable product mix. • Adjusted EBITDA margins are expected to be in the low 40% range for full year 2025. Revenue ($M) Adjusted EBITDA Margin* (%) 63.7 64.7 3Q24 3Q25 44.1 43.7 3Q24 3Q25 +1.6% -40 bps
5 • Revenue was up year over year with strong demand and design wins across all of our end markets - Medtech, Defense, and Industrial. • Adjusted EBITDA margins were up year over year driven by higher end market demand and production volumes in our ceramic capacitors and RF microwave product lines, resulting in increased factory capacity utilization. These improvements were partially offset by higher production costs and lower than expected yields associated with the ramp up of the specialty film product line. * For this Non-GAAP financial measure see the Appendix for GAAP to Non-GAAP reconciliation Precision Devices Q 3 2 0 2 5 S E G M E N T P E R F O R M A N C E Revenue ($M) 78.8 88.2 3Q24 3Q25 Adjusted EBITDA Margin* (%) +11.9% 23.7 25.7 3Q24 3Q25 +200 bps
6 Q4 2025 GAAP results are expected to include approximately $0.06 per share in stock-based compensation, $0.05 per share in amortization of intangibles, and $0.01 in production transfer costs. O U T L O O K Q4 2025 Guidance GAAP Adjustments Non-GAAP Revenues from continuing operations $151 to $161 million $— $151 to $161 million Diluted earnings per share from continuing operations $0.21 to $0.25 $0.12 $0.33 to $0.37 Net cash provided by operating activities $30 to $40 million $— $30 to $40 million
7 Appendix
8 Notes 1. Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities. These amounts are included in the corresponding Gross profit and Earnings from continuing operations before interest and income taxes for each period presented. 2. These expenses are related to the acquisition of Cornell Dubilier by the Precision Devices segment. These expenses include ongoing costs to facilitate integration, the amortization of fair value adjustments to inventory, and costs incurred by the Company to carry out this transaction. 3. Transition services represent amounts charged to Syntiant in connection with post- closing transition and separation costs. 4. Other expenses include non-recurring professional service fees related to the execution of various reorganization projects, and foreign currency exchange rate impacts on restructuring balances. R EC O N C ILIA TIO N O F G A A P FIN A N C IA L M EA S U R ES TO N O N -G A A P FIN A N C IA L M EA S U R ES Quarter Ended September 30, (continuing operations, in millions, except per share amounts) 2025 2024 Revenues $ 152.9 $ 142.5 Gross profit $ 69.9 $ 62.9 Gross profit margin 45.7 % 44.1 % Stock-based compensation expense 0.3 0.3 Restructuring charges 0.2 0.1 Production transfer costs (1) 0.6 1.3 Acquisition-related costs (2) — 0.2 Transition services credit (3) (0.3) — Non-GAAP gross profit $ 70.7 $ 64.8 Non-GAAP gross profit margin 46.2 % 45.5 % Operating expenses $ 44.1 $ 44.2 Stock-based compensation expense (5.6) (5.5) Intangibles amortization expense (4.0) (4.2) Restructuring charges (0.1) (0.1) Production transfer costs (1) — (0.1) Acquisition-related costs (2) 0.1 (1.1) Transition services credit (3) 0.2 — Other (4) 0.1 (0.3) Non-GAAP operating expenses $ 34.8 $ 32.9 Non-GAAP operating expenses margin 22.8 % 23.1 % Net earnings $ 18.0 $ 9.2 Interest expense, net 2.3 3.9 Provision for income taxes 4.3 3.0 Earnings before interest and income taxes 24.6 16.1 Earnings before interest and income taxes margin 16.1 % 11.3 % Stock-based compensation expense 5.9 5.8 Intangibles amortization expense 4.0 4.2 Restructuring charges 0.3 0.2 Production transfer costs (1) 0.6 1.4 Acquisition-related costs (2) (0.1) 1.3 Transition services credit (3) (0.5) — Other (4) (0.3) 1.0 Adjusted earnings before interest and income taxes $ 34.5 $ 30.0 Adjusted earnings before interest and income taxes margin 22.6 % 21.1 %
9 R EC O N C ILIA TIO N O F G A A P FIN A N C IA L M EA S U R ES TO N O N -G A A P FIN A N C IA L M EA S U R ES Notes 5. The non-GAAP reconciling adjustments include stock-based compensation expense, intangibles amortization expense, restructuring charges, production transfer costs, acquisition-related costs, and other expenses, partially offset by a credit to transition services. 6. Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments. 7. In the third quarter of 2025, the Company modified its calculation method of Non-GAAP diluted average shares outstanding to exclude the potential dilution impact from performance share units ("PSUs") as these equity awards have not yet been earned. Knowles' PSUs are market-based awards and have fluctuated based on the Company's total shareholder return performance relative to the Russell 2000 during the measurement period. The calculation methodology change in Non-GAAP diluted average shares outstanding increased Non-GAAP diluted earnings per share by $0.01 for both the three months ended September 30, 2025 and 2024. 8. The number of shares used in the diluted average shares outstanding calculations on a non-GAAP basis excludes the impact of stock-based compensation expense expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method. Non-GAAP diluted average shares outstanding also excludes the impact of certain equity awards that are not yet earned. Quarter Ended September 30, (continuing operations, in millions, except per share amounts) 2025 2024 Net earnings $ 18.0 $ 9.2 Interest expense, net 2.3 3.9 Provision for income taxes 4.3 3.0 Earnings before interest and income taxes $ 24.6 $ 16.1 Non-GAAP reconciling adjustments (5) 9.9 13.9 Depreciation expense 5.0 5.0 Adjusted earnings before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") $ 39.5 $ 35.0 Adjusted EBITDA margin 25.8 % 24.6 % Net earnings $ 18.0 $ 9.2 Non-GAAP reconciling adjustments (5) 9.9 13.9 Income tax effects of non-GAAP reconciling adjustments (6) (1.0) (1.1) Non-GAAP net earnings $ 28.9 $ 24.2 Diluted earnings per share $ 0.21 $ 0.10 Earnings per share non-GAAP reconciling adjustment (5) (6) (7) 0.12 0.17 Non-GAAP diluted earnings per share (7) $ 0.33 $ 0.27 Diluted average shares outstanding 87.3 89.7 Non-GAAP adjustment (7) (8) 0.6 1.6 Non-GAAP diluted average shares outstanding (7) (8) 87.9 91.3
10 H IS T O R IC A L S E G M E N T D A T A PRECISION DEVICES MEDTECH & SPECIALTY AUDIO Quarter Ended Quarter Ended September 30, June 30, March 31, December 31, September 30, September 30, June 30, March 31, December 31, September 30, (continuing operations, in millions) 2025 2025 2025 2024 2024 2025 2025 2025 2024 2024 Revenues $ 88.2 $ 78.5 $ 72.5 $ 72.8 $ 78.8 $ 64.7 $ 67.4 $ 59.7 $ 69.7 $ 63.7 Gross profit $ 35.7 $ 30.0 $ 25.3 $ 25.6 $ 29.8 $ 34.1 $ 30.4 $ 28.7 $ 35.7 $ 33.7 Gross profit margin 40.5 % 38.2 % 34.9 % 35.2 % 37.8 % 52.7 % 45.1 % 48.1 % 51.2 % 52.9 % Stock-based compensation expense 0.1 0.2 0.2 0.3 0.1 0.2 0.1 0.3 0.1 0.1 Impairment charges — — — — — — 3.6 — — — Restructuring charges 0.2 — 0.3 0.5 0.1 — — 0.1 — — Production transfer costs 0.6 0.2 0.1 1.0 1.3 — — — — — Acquisition-related costs — — — 0.1 0.2 — — — — — Non-GAAP gross profit $ 36.6 $ 30.4 $ 25.9 $ 27.5 $ 31.5 $ 34.3 $ 34.1 $ 29.1 $ 35.8 $ 33.8 Non-GAAP gross profit margin 41.5 % 38.7 % 35.7 % 37.8 % 40.0 % 53.0 % 50.6 % 48.7 % 51.4 % 53.1 % Research and development expenses $ 5.1 $ 5.0 $ 4.9 $ 5.0 $ 5.2 $ 5.0 $ 5.1 $ 5.1 $ 5.3 $ 5.0 Research and development expenses margin 5.8 % 6.4 % 6.8 % 6.9 % 6.6 % 7.7 % 7.6 % 8.5 % 7.6 % 7.8 % Stock-based compensation expense (0.3) (0.3) (0.5) (0.2) (0.2) (0.4) (0.5) (0.6) (0.6) (0.4) Intangibles amortization expense (0.6) (0.7) (0.5) (0.6) (0.6) — — — — — Acquisition-related costs — — — (0.1) (0.1) — — — — — Non-GAAP research and development expenses $ 4.2 $ 4.0 $ 3.9 $ 4.1 $ 4.3 $ 4.6 $ 4.6 $ 4.5 $ 4.7 $ 4.6 Non-GAAP research and development expenses margin 4.8 % 5.1 % 5.4 % 5.6 % 5.5 % 7.1 % 6.8 % 7.5 % 6.7 % 7.2 % Selling and administrative expenses $ 16.0 $ 16.6 $ 16.1 $ 16.2 $ 16.1 $ 4.1 $ 4.4 $ 4.2 $ 4.8 $ 3.7 Selling and administrative expenses margin 18.1 % 21.1 % 22.2 % 22.3 % 20.4 % 6.3 % 6.5 % 7.0 % 6.9 % 5.8 % Stock-based compensation expense (0.7) (0.7) (0.7) (0.7) (0.4) (0.6) (0.9) (0.8) (1.0) (0.6) Intangibles amortization expense (3.4) (3.4) (3.5) (3.6) (3.6) — — — — — Production transfer costs — — (0.1) (0.2) (0.1) — — — — — Acquisition-related costs 0.1 (0.2) (0.5) (0.7) (0.9) — — — — — Non-GAAP selling and administrative expenses $ 12.0 $ 12.3 $ 11.3 $ 11.0 $ 11.1 $ 3.5 $ 3.5 $ 3.4 $ 3.8 $ 3.1 Non-GAAP selling and administrative expenses margin 13.6 % 15.7 % 15.6 % 15.1 % 14.1 % 5.4 % 5.2 % 5.7 % 5.5 % 4.9 % Operating expenses $ 21.2 $ 21.6 $ 22.1 $ 21.2 $ 21.4 $ 9.1 $ 9.5 $ 9.5 $ 10.1 $ 8.7 Operating expenses margin 24.0 % 27.5 % 30.5 % 29.1 % 27.2 % 14.1 % 14.1 % 15.9 % 14.5 % 13.7 % Stock-based compensation expense (1.0) (1.0) (1.2) (0.9) (0.6) (1.0) (1.4) (1.4) (1.6) (1.0) Intangibles amortization expense (4.0) (4.1) (4.0) (4.2) (4.2) — — — — — Restructuring charges (0.1) — (1.1) — (0.1) — — (0.2) — — Production transfer costs — — (0.1) (0.2) (0.1) — — — — — Acquisition-related costs 0.1 (0.2) (0.5) (0.8) (1.0) — — — — — Non-GAAP operating expenses $ 16.2 $ 16.3 $ 15.2 $ 15.1 $ 15.4 $ 8.1 $ 8.1 $ 7.9 $ 8.5 $ 7.7 Non-GAAP operating expenses margin 18.4 % 20.8 % 21.0 % 20.7 % 19.5 % 12.5 % 12.0 % 13.2 % 12.2 % 12.1 %
11 H IS T O R IC A L S E G M E N T D A T A PRECISION DEVICES MEDTECH & SPECIALTY AUDIO Quarter Ended Quarter Ended September 30, June 30, March 31, December 31, September 30, September 30, June 30, March 31, December 31, September 30, (continuing operations, in millions) 2025 2025 2025 2024 2024 2025 2025 2025 2024 2024 Revenues $ 88.2 $ 78.5 $ 72.5 $ 72.8 $ 78.8 $ 64.7 $ 67.4 $ 59.7 $ 69.7 $ 63.7 Operating earnings $ 14.5 $ 8.4 $ 3.2 $ 4.4 $ 8.4 $ 25.0 $ 20.9 $ 19.2 $ 25.6 $ 25.0 Other expense (income), net 0.2 0.2 — 0.1 — — (0.1) (0.1) — — Earnings before interest and income taxes $ 14.3 $ 8.2 $ 3.2 $ 4.3 $ 8.4 $ 25.0 $ 21.0 $ 19.3 $ 25.6 $ 25.0 Earnings before interest and income taxes margin 16.2 % 10.4 % 4.4 % 5.9 % 10.7 % 38.6 % 31.2 % 32.3 % 36.7 % 39.2 % Stock-based compensation expense 1.1 1.2 1.4 1.2 0.7 1.2 1.5 1.7 1.7 1.1 Intangibles amortization expense 4.0 4.1 4.0 4.2 4.2 — — — — — Impairment charges — — — — — — 3.6 — — — Restructuring charges 0.3 — 1.4 0.5 0.2 — — 0.3 — — Production transfer costs 0.6 0.2 0.2 1.2 1.4 — — — — — Acquisition-related costs (0.1) 0.2 0.5 0.9 1.2 — — — — — Adjusted earnings before interest and income taxes $ 20.2 $ 13.9 $ 10.7 $ 12.3 $ 16.1 $ 26.2 $ 26.1 $ 21.3 $ 27.3 $ 26.1 Adjusted earnings before interest and income taxes margin 22.9 % 17.7 % 14.8 % 16.9 % 20.4 % 40.5 % 38.7 % 35.7 % 39.2 % 41.0 % Operating earnings $ 14.5 $ 8.4 $ 3.2 $ 4.4 $ 8.4 $ 25.0 $ 20.9 $ 19.2 $ 25.6 $ 25.0 Other expense (income), net 0.2 0.2 — 0.1 — — (0.1) (0.1) — — Earnings before interest and income taxes $ 14.3 $ 8.2 $ 3.2 $ 4.3 $ 8.4 $ 25.0 $ 21.0 $ 19.3 $ 25.6 $ 25.0 Non-GAAP reconciling adjustments 5.9 5.7 7.5 8.0 7.7 1.2 5.1 2.0 1.7 1.1 Depreciation expense 2.5 2.4 2.5 2.6 2.6 2.1 2.2 2.1 2.3 2.0 Adjusted earnings before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") $ 22.7 $ 16.3 $ 13.2 $ 14.9 $ 18.7 $ 28.3 $ 28.3 $ 23.4 $ 29.6 $ 28.1 Adjusted EBITDA margin 25.7 % 20.8 % 18.2 % 20.5 % 23.7 % 43.7 % 42.0 % 39.2 % 42.5 % 44.1 %
12 Quarter Ended September 30, June 30, March 31, December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, (continuing operations, in millions) 2025 2025 2025 2024 2024 2024 2024 2023 2023 2023 2023 Net earnings (loss) $ 18.0 $ 7.8 $ (0.4) $ 10.4 $ 9.2 $ 4.8 $ (1.0) $ 26.6 $ 15.2 $ 17.6 $ 6.2 Stock-based compensation expense 5.9 6.3 10.2 5.4 5.8 5.9 5.1 5.8 5.7 5.2 6.1 Intangibles amortization expense 4.0 4.1 4.0 4.2 4.2 4.2 4.4 3.2 1.5 1.4 1.4 Impairment charges — 3.6 — — — — — — — — — Restructuring charges 0.3 — 2.9 0.5 0.2 0.2 2.5 1.3 1.7 — 0.3 Production transfer costs 0.6 0.2 0.2 1.2 1.4 0.8 0.8 0.4 — — — Acquisition-related costs (0.1) 0.2 0.5 0.9 1.3 2.0 4.2 6.4 3.0 — — Transition services credit (0.5) (0.5) (0.7) — — — — — — — — Other (0.3) — 1.1 0.1 1.0 (0.3) 0.9 0.5 0.8 0.8 — Non-GAAP reconciling adjustments 9.9 13.9 18.2 12.3 13.9 12.8 17.9 17.6 12.7 7.4 7.8 Income tax effects of non-GAAP reconciling adjustments (1.0) 0.5 1.6 (1.6) (1.1) (0.8) (0.1) 23.8 9.1 8.5 5.2 Non-GAAP net earnings $ 28.9 $ 21.2 $ 16.2 $ 24.3 $ 24.2 $ 18.4 $ 17.0 $ 20.4 $ 18.8 $ 16.5 $ 8.8 Diluted earnings (loss) per share $ 0.21 $ 0.09 $ — $ 0.12 $ 0.10 $ 0.05 $ (0.01) $ 0.29 $ 0.17 $ 0.19 $ 0.07 Earnings per share non-GAAP reconciling adjustment $ 0.12 $ 0.15 $ 0.18 $ 0.15 $ 0.17 $ 0.15 $ 0.20 $ (0.07) $ 0.03 $ (0.01) $ 0.02 Non-GAAP diluted earnings per share (1) $ 0.33 $ 0.24 $ 0.18 $ 0.27 $ 0.27 $ 0.20 $ 0.19 $ 0.22 $ 0.20 $ 0.18 $ 0.09 Diluted average shares outstanding 87.3 87.6 87.8 89.4 89.7 89.9 89.6 90.7 91.4 91.8 92.2 Non-GAAP adjustment (1) 0.6 1.3 1.8 1.1 1.6 2.1 2.2 1.4 1.6 1.9 1.5 Non-GAAP diluted average shares outstanding (1) 87.9 88.9 89.6 90.5 91.3 92.0 91.8 92.1 93.0 93.7 93.7 (1) In the third quarter of 2025, the Company modified its calculation method of Non-GAAP diluted average shares outstanding to exclude the potential dilution impact from performance share units ("PSUs") as these equity awards have not yet been earned. Knowles' PSUs are market-based awards and have fluctuated based on the Company's total shareholder return performance relative to the Russell 2000 during the measurement period. The calculation methodology change in Non-GAAP diluted average shares outstanding increased Non-GAAP diluted earnings per share by $0.01 in Q3 2025, $0.01 in both Q1 and Q3 2024, and $0.01 in Q2 2023. R EC O N C ILIA TIO N O F G A A P FIN A N C IA L M EA S U R ES TO N O N -G A A P FIN A N C IA L M EA S U R ES
13 Quarter Ended September 30, June 30, March 31, December 31, Trailing 12-months(continuing operations, in millions) 2025 2025 2025 2024 Net earnings (loss) $ 18.0 $ 7.8 $ (0.4) $ 10.4 $ 35.8 Interest expense, net 2.3 2.5 2.7 3.4 10.9 Provision for income taxes 4.3 3.5 1.2 3.3 12.3 Earnings before interest and income taxes 24.6 13.8 3.5 17.1 59.0 Stock-based compensation expense 5.9 6.3 10.2 5.4 27.8 Intangibles amortization expense 4.0 4.1 4.0 4.2 16.3 Impairment charges — 3.6 — — 3.6 Restructuring charges 0.3 — 2.9 0.5 3.7 Production transfer costs 0.6 0.2 0.2 1.2 2.2 Acquisition-related costs (0.1) 0.2 0.5 0.9 1.5 Transition services credit (0.5) (0.5) (0.7) — (1.7) Other (0.3) — 1.1 0.1 0.9 Non-GAAP reconciling adjustments 9.9 13.9 18.2 12.3 54.3 Depreciation expense 5.0 5.0 5.0 5.3 20.3 Adjusted earnings before interest, income taxes, depreciation, and amortization ("Adjusted EBITDA") $ 39.5 $ 32.7 $ 26.7 $ 34.7 $ 133.6 R E C O N C IL IA T IO N O F N E T E A R N IN G S T O A D JU S T E D E B IT D A
14 R E C O N C IL IA T IO N O F N E T D E B T (in millions) September 30, 2025 Current maturities of long-term debt $ 72.3 Long-term debt 104.0 Total debt 176.3 Less: Cash and cash equivalents (92.5) Net debt $ 83.8 Net debt $ 83.8 Trailing 12 Month Adjusted EBITDA $ 133.6 Net debt leverage ratio 0.6 x
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