| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| 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)) | |||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Item 2.02 Results of Operations and Financial Condition. | |||||
On August 2, 2022, Knowles Corporation (the "Company") issued a press release announcing its results of operations for the quarter ended June 30, 2022 and posted on its website at http://investor.knowles.com presentation slides which summarize certain of its results of operations for the quarter ended June 30, 2022. Knowles Corporation's quarterly financial conference call and webcast will be held on August 2, 2022. 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. | |||||
| Item 2.05 Costs Associated with Exit or Disposal Activities | |||||
| On July 28, 2022, Knowles committed to a restructuring program within its Audio segment designed to right size manufacturing capacity and operating expenses in its MEMS Microphones product line. This action was taken in light of the current decline in demand and the reduction in the expected future growth rate for global consumer electronics. In addition, this restructuring program furthers the Company's previously announced strategy to reduce exposure to commodity microphones and increase emphasis on high-value solutions. Estimated restructuring charges of $35-$45 million relate to settlement of supplier obligations of $19-$22 million and severance pay and benefits of $4-$6 million, which are expected to be in cash, and non-cash fixed asset write-offs of $12-$17 million. This restructuring program is expected to yield $25-$30 million of annual savings. The restructuring program is expected to be completed in the fourth quarter of 2022. | |||||
| 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 relating to the timing and execution of the restructuring program; estimates and assumptions related to settlement of supplier obligations, the cost of severance benefits, non-cash fixed asset write-offs, and other associated costs; and other risks, relevant factors, and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| KNOWLES CORPORATION | |||||
| Date: August 2, 2022 | By: /s/ Robert J. Perna | ||||
| Robert J. Perna | |||||
| Senior Vice President, General Counsel & Secretary | |||||