00000847482024FYfalseP3Yhttp://fasb.org/us-gaap/2024#OperatingIncomeLosshttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrentP1Yhttp://fasb.org/us-gaap/2024#OtherOperatingIncomeExpenseNethttp://fasb.org/us-gaap/2024#RestructuringSettlementAndImpairmentProvisionshttp://fasb.org/us-gaap/2024#RestructuringSettlementAndImpairmentProvisionshttp://fasb.org/us-gaap/2024#RestructuringSettlementAndImpairmentProvisionsiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesrog:segmentrog:reporting_unitxbrli:pureiso4217:KRWiso4217:JPYiso4217:HUFrog:contractrog:metricTonutr:Mrog:planrog:optionrog:claim00000847482024-01-012024-12-3100000847482024-06-3000000847482025-02-2100000847482024-12-3100000847482023-01-012023-12-3100000847482022-01-012022-12-3100000847482023-12-310000084748us-gaap:CommonStockMember2023-12-310000084748us-gaap:CommonStockMember2022-12-310000084748us-gaap:CommonStockMember2021-12-310000084748us-gaap:CommonStockMember2024-01-012024-12-310000084748us-gaap:CommonStockMember2022-01-012022-12-310000084748us-gaap:CommonStockMember2024-12-310000084748us-gaap:AdditionalPaidInCapitalMember2023-12-310000084748us-gaap:AdditionalPaidInCapitalMember2022-12-310000084748us-gaap:AdditionalPaidInCapitalMember2021-12-310000084748us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310000084748us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000084748us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000084748us-gaap:AdditionalPaidInCapitalMember2024-12-310000084748us-gaap:RetainedEarningsMember2023-12-310000084748us-gaap:RetainedEarningsMember2022-12-310000084748us-gaap:RetainedEarningsMember2021-12-310000084748us-gaap:RetainedEarningsMember2024-01-012024-12-310000084748us-gaap:RetainedEarningsMember2023-01-012023-12-310000084748us-gaap:RetainedEarningsMember2022-01-012022-12-310000084748us-gaap:RetainedEarningsMember2024-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000084748us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-3100000847482022-12-3100000847482021-12-310000084748srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310000084748srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310000084748srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2024-12-310000084748srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2024-12-310000084748srt:MinimumMemberus-gaap:OfficeEquipmentMember2024-12-310000084748srt:MaximumMemberus-gaap:OfficeEquipmentMember2024-12-310000084748srt:MinimumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-12-310000084748srt:MaximumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-12-310000084748rog:CloudComputingArrangementsMember2024-12-310000084748rog:RFSolutionsMember2024-12-310000084748rog:ElastomericMaterialSolutionsMember2024-12-310000084748rog:CuramikElectronicsSolutionsMember2024-12-310000084748rog:ElastomerComponentDivisionMember2024-12-310000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2024-01-012024-12-310000084748rog:DeferredStockUnitsMember2024-01-012024-12-310000084748us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310000084748us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-310000084748us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310000084748us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310000084748us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310000084748us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000084748rog:USDCNHNotionalAmountForeignCurrencyDerivativeMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310000084748rog:KRWUSDNotionalAmountofForeignCurrencyDerivativeMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310000084748rog:JPYEURNotionalAmountForeignCurrencyDerivativeMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310000084748rog:HUFEURNotionalAmountOfForeignCurrencyDerivativeMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310000084748rog:EURUSDNotionalAmountForeignCurrencyDerivativeMemberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-12-310000084748rog:BankTermLoanMember2024-12-310000084748rog:CopperPeriodOneMemberus-gaap:NondesignatedMember2024-12-310000084748rog:CopperPeriodTwoMemberus-gaap:NondesignatedMember2024-12-310000084748rog:CopperPeriodThreeMemberus-gaap:NondesignatedMember2024-12-310000084748rog:CopperPeriodFourMemberus-gaap:NondesignatedMember2024-12-310000084748rog:AdvancedConnectivitySolutionsMember2024-12-310000084748rog:AdvancedConnectivitySolutionsMember2023-12-310000084748rog:ElastomericMaterialSolutionsMember2024-12-310000084748rog:ElastomericMaterialSolutionsMember2023-12-310000084748us-gaap:AllOtherSegmentsMember2024-12-310000084748us-gaap:AllOtherSegmentsMember2023-12-310000084748country:US2024-12-310000084748country:US2023-12-310000084748rog:ENGLANDMember2024-12-310000084748rog:ENGLANDMember2023-12-310000084748country:DE2024-12-310000084748country:DE2023-12-310000084748country:CN2024-12-310000084748country:CN2023-12-310000084748rog:OtherRegionsMember2024-12-310000084748rog:OtherRegionsMember2023-12-310000084748us-gaap:LandAndLandImprovementsMember2024-12-310000084748us-gaap:LandAndLandImprovementsMember2023-12-310000084748us-gaap:BuildingAndBuildingImprovementsMember2024-12-310000084748us-gaap:BuildingAndBuildingImprovementsMember2023-12-310000084748us-gaap:MachineryAndEquipmentMember2024-12-310000084748us-gaap:MachineryAndEquipmentMember2023-12-310000084748us-gaap:OfficeEquipmentMember2024-12-310000084748us-gaap:OfficeEquipmentMember2023-12-310000084748rog:DepreciablePropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetMember2024-12-310000084748rog:DepreciablePropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetMember2023-12-310000084748us-gaap:ConstructionInProgressMember2024-12-310000084748us-gaap:ConstructionInProgressMember2023-12-310000084748us-gaap:FinancingLeaseLeaseNotYetCommencedMember2024-12-310000084748us-gaap:OperatingLeaseLeaseNotYetCommencedMember2024-12-310000084748rog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748rog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748us-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748us-gaap:CustomerRelationshipsMember2024-12-310000084748us-gaap:CustomerRelationshipsMember2023-12-310000084748us-gaap:DevelopedTechnologyRightsMember2024-12-310000084748us-gaap:DevelopedTechnologyRightsMember2023-12-310000084748us-gaap:TrademarksAndTradeNamesMember2024-12-310000084748us-gaap:TrademarksAndTradeNamesMember2023-12-310000084748us-gaap:NoncompeteAgreementsMember2024-12-310000084748us-gaap:NoncompeteAgreementsMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2022-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMember2022-01-012022-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DebtSecuritiesMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DebtSecuritiesMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberus-gaap:EquitySecuritiesMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberus-gaap:EquitySecuritiesMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2024-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2024-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2024-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2024-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2024-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2024-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2024-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2024-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2024-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2024-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMember2024-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMember2024-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2023-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2023-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:FixedIncomeBondsMember2023-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2023-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2023-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:MutualFundsMember2023-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2023-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2023-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:PooledSeparateAccountsMember2023-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2023-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2023-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2023-12-310000084748us-gaap:PensionPlansDefinedBenefitMemberrog:GuaranteedDepositAccountMember2023-12-310000084748us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2023-12-310000084748us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMember2023-12-310000084748us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMember2023-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMemberrog:A100MatchMemberrog:A1OfCompensationMember2024-01-012024-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMemberrog:A50MatchMemberMemberrog:A5OfCompensationMemberMember2024-01-012024-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMemberrog:A100MatchMember2024-01-012024-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMember2024-01-012024-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMember2023-01-012023-12-310000084748rog:RogersEmployeeSavingsandInvestmentPlanRESIPMember2022-01-012022-12-310000084748us-gaap:FairValueInputsLevel1Member2024-12-310000084748us-gaap:FairValueInputsLevel1Member2024-01-012024-12-310000084748us-gaap:FairValueInputsLevel2Member2024-12-310000084748us-gaap:FairValueInputsLevel2Member2024-01-012024-12-310000084748us-gaap:FairValueInputsLevel1Member2023-12-310000084748us-gaap:FairValueInputsLevel1Member2023-01-012023-12-310000084748us-gaap:FairValueInputsLevel2Member2023-12-310000084748us-gaap:FairValueInputsLevel2Member2023-01-012023-12-310000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-03-2400000847482023-03-240000084748rog:FifthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2024-01-012024-12-310000084748rog:FifthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-01-012024-12-310000084748rog:EuroDenominatedBankLoansMemberrog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-03-240000084748rog:FifthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberrog:LondonInterbankOfferedRateLIBOR1Member2024-01-012024-12-310000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2024-01-012024-12-310000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2024-01-012024-12-310000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-03-242023-03-240000084748rog:FourthAmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2024-12-310000084748us-gaap:RevolvingCreditFacilityMember2024-01-012024-12-310000084748us-gaap:RevolvingCreditFacilityMember2023-01-012023-12-310000084748us-gaap:RevolvingCreditFacilityMember2022-01-012022-12-310000084748us-gaap:RevolvingCreditFacilityMember2024-12-310000084748us-gaap:RevolvingCreditFacilityMember2023-12-310000084748rog:ConnecticutVoluntaryCorrectiveActionProgramMember2024-01-012024-12-310000084748rog:ConnecticutVoluntaryCorrectiveActionProgramMember2024-12-310000084748rog:StockOptionsAndRestrictedStockMember2024-12-310000084748rog:StockOptionsAndRestrictedStockMember2023-12-310000084748rog:DeferredcompensationtobepaidinstockincludingdeferredstockunitsMember2024-12-310000084748rog:DeferredcompensationtobepaidinstockincludingdeferredstockunitsMember2023-12-310000084748rog:RogersCorporation2009LongTermEquityCompensationPlanMember2024-12-310000084748rog:RogersCorporation2009LongTermEquityCompensationPlanMember2023-12-310000084748rog:RogersCorporationEmployeeStockPurchasePlanMember2024-12-310000084748rog:RogersCorporationEmployeeStockPurchasePlanMember2023-12-3100000847482015-12-3100000847482024-03-012024-03-3100000847482024-03-3100000847482024-04-012024-04-3000000847482024-04-3000000847482024-12-012024-12-310000084748us-gaap:PerformanceSharesMember2024-01-012024-12-310000084748us-gaap:PerformanceSharesMember2023-01-012023-12-310000084748us-gaap:PerformanceSharesMember2022-01-012022-12-310000084748rog:TimeBasedRestrictedStockMember2024-01-012024-12-310000084748rog:TimeBasedRestrictedStockMember2023-01-012023-12-310000084748rog:TimeBasedRestrictedStockMember2022-01-012022-12-310000084748rog:DeferredStockUnitsMember2023-01-012023-12-310000084748rog:DeferredStockUnitsMember2022-01-012022-12-310000084748rog:ShareBasedPaymentArrangementOtherMember2024-01-012024-12-310000084748rog:ShareBasedPaymentArrangementOtherMember2023-01-012023-12-310000084748rog:ShareBasedPaymentArrangementOtherMember2022-01-012022-12-310000084748us-gaap:PerformanceSharesMember2024-12-310000084748rog:TimeBasedRestrictedStockMember2024-12-310000084748us-gaap:PerformanceSharesMembersrt:MinimumMember2024-01-012024-12-310000084748us-gaap:PerformanceSharesMembersrt:MaximumMember2024-01-012024-12-310000084748us-gaap:PerformanceSharesMember2024-02-192024-02-190000084748us-gaap:PerformanceSharesMember2024-02-132024-02-130000084748us-gaap:PerformanceSharesMember2023-02-092023-02-090000084748us-gaap:PerformanceSharesMember2023-12-310000084748us-gaap:PerformanceSharesMember2022-12-310000084748us-gaap:PerformanceSharesMember2021-12-310000084748rog:TimeBasedRestrictedStockMember2023-12-310000084748rog:TimeBasedRestrictedStockMember2022-12-310000084748rog:TimeBasedRestrictedStockMember2021-12-310000084748rog:DeferredStockUnitsMember2023-12-310000084748rog:DeferredStockUnitsMember2022-12-310000084748rog:DeferredStockUnitsMember2021-12-310000084748rog:DeferredStockUnitsMember2024-12-310000084748us-gaap:TransferredOverTimeMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748us-gaap:TransferredOverTimeMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748us-gaap:TransferredOverTimeMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748us-gaap:TransferredOverTimeMember2024-01-012024-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748us-gaap:TransferredAtPointInTimeMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748us-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310000084748us-gaap:TransferredOverTimeMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748us-gaap:TransferredOverTimeMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748us-gaap:TransferredOverTimeMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748us-gaap:TransferredOverTimeMember2023-01-012023-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748us-gaap:TransferredAtPointInTimeMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748us-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310000084748rog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748rog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748us-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748us-gaap:TransferredOverTimeMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748us-gaap:TransferredOverTimeMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748us-gaap:TransferredOverTimeMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748us-gaap:TransferredOverTimeMember2022-01-012022-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748us-gaap:TransferredAtPointInTimeMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748us-gaap:TransferredAtPointInTimeMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748us-gaap:TransferredAtPointInTimeMember2022-01-012022-12-310000084748rog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748rog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748us-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748rog:AdvancedConnectivitySolutionsMember2022-12-310000084748rog:ElastomericMaterialSolutionsMember2022-12-310000084748us-gaap:AllOtherSegmentsMember2022-12-310000084748country:USrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748country:USrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748country:USus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748country:US2024-01-012024-12-310000084748rog:OtherAmericasMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748rog:OtherAmericasMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748rog:OtherAmericasMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748rog:OtherAmericasMember2024-01-012024-12-310000084748srt:AmericasMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748srt:AmericasMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748srt:AmericasMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748srt:AmericasMember2024-01-012024-12-310000084748country:CNrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748country:CNrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748country:CNus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748country:CN2024-01-012024-12-310000084748rog:OtherAsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748rog:OtherAsiaPacificMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748rog:OtherAsiaPacificMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748rog:OtherAsiaPacificMember2024-01-012024-12-310000084748srt:AsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748srt:AsiaPacificMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748srt:AsiaPacificMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748srt:AsiaPacificMember2024-01-012024-12-310000084748country:DErog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748country:DErog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748country:DEus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748country:DE2024-01-012024-12-310000084748rog:OtherEMEAMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748rog:OtherEMEAMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748rog:OtherEMEAMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748rog:OtherEMEAMember2024-01-012024-12-310000084748us-gaap:EMEAMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748us-gaap:EMEAMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748us-gaap:EMEAMemberus-gaap:AllOtherSegmentsMember2024-01-012024-12-310000084748us-gaap:EMEAMember2024-01-012024-12-310000084748country:USrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748country:USrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748country:USus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748country:US2023-01-012023-12-310000084748rog:OtherAmericasMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748rog:OtherAmericasMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748rog:OtherAmericasMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748rog:OtherAmericasMember2023-01-012023-12-310000084748srt:AmericasMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748srt:AmericasMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748srt:AmericasMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748srt:AmericasMember2023-01-012023-12-310000084748country:CNrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748country:CNrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748country:CNus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748country:CN2023-01-012023-12-310000084748rog:OtherAsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748rog:OtherAsiaPacificMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748rog:OtherAsiaPacificMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748rog:OtherAsiaPacificMember2023-01-012023-12-310000084748srt:AsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748srt:AsiaPacificMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748srt:AsiaPacificMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748srt:AsiaPacificMember2023-01-012023-12-310000084748country:DErog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748country:DErog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748country:DEus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748country:DE2023-01-012023-12-310000084748rog:OtherEMEAMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748rog:OtherEMEAMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748rog:OtherEMEAMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748rog:OtherEMEAMember2023-01-012023-12-310000084748us-gaap:EMEAMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748us-gaap:EMEAMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748us-gaap:EMEAMemberus-gaap:AllOtherSegmentsMember2023-01-012023-12-310000084748us-gaap:EMEAMember2023-01-012023-12-310000084748country:USrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748country:USrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748country:USus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748country:US2022-01-012022-12-310000084748rog:OtherAmericasMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748rog:OtherAmericasMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748rog:OtherAmericasMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748rog:OtherAmericasMember2022-01-012022-12-310000084748srt:AmericasMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748srt:AmericasMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748srt:AmericasMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748srt:AmericasMember2022-01-012022-12-310000084748country:CNrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748country:CNrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748country:CNus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748country:CN2022-01-012022-12-310000084748rog:OtherAsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748rog:OtherAsiaPacificMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748rog:OtherAsiaPacificMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748rog:OtherAsiaPacificMember2022-01-012022-12-310000084748srt:AsiaPacificMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748srt:AsiaPacificMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748srt:AsiaPacificMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748srt:AsiaPacificMember2022-01-012022-12-310000084748country:DErog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748country:DErog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748country:DEus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748country:DE2022-01-012022-12-310000084748rog:OtherEMEAMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748rog:OtherEMEAMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748rog:OtherEMEAMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748rog:OtherEMEAMember2022-01-012022-12-310000084748us-gaap:EMEAMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748us-gaap:EMEAMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748us-gaap:EMEAMemberus-gaap:AllOtherSegmentsMember2022-01-012022-12-310000084748us-gaap:EMEAMember2022-01-012022-12-310000084748rog:ManufacturingFootprintConsolidationMember2024-01-012024-12-310000084748rog:ManufacturingFootprintConsolidationMember2023-01-012023-12-310000084748rog:ManufacturingFootprintConsolidationMember2022-01-012022-12-310000084748rog:ResearchAndDevelopmentFacilityExitMember2024-01-012024-12-310000084748rog:ResearchAndDevelopmentFacilityExitMember2023-01-012023-12-310000084748rog:ResearchAndDevelopmentFacilityExitMember2022-01-012022-12-310000084748rog:GlobalWorkforceReductionMember2024-01-012024-12-310000084748rog:GlobalWorkforceReductionMember2023-01-012023-12-310000084748rog:GlobalWorkforceReductionMember2022-01-012022-12-310000084748rog:FacilityConsolidationsMember2024-01-012024-12-310000084748rog:FacilityConsolidationsMember2023-01-012023-12-310000084748rog:FacilityConsolidationsMember2022-01-012022-12-310000084748rog:ManufacturingFootprintOptimizationMember2024-01-012024-12-310000084748rog:ManufacturingFootprintOptimizationMember2023-01-012023-12-310000084748rog:ManufacturingFootprintOptimizationMember2022-01-012022-12-310000084748rog:ManufacturingFootprintConsolidationMembersrt:MinimumMember2024-06-062024-06-060000084748rog:ManufacturingFootprintConsolidationMembersrt:MaximumMember2024-06-062024-06-060000084748rog:ManufacturingFootprintConsolidationMembersrt:MinimumMember2024-06-060000084748rog:ManufacturingFootprintConsolidationMembersrt:MaximumMember2024-06-060000084748us-gaap:EmployeeSeveranceMember2023-12-310000084748us-gaap:EmployeeSeveranceMember2024-01-012024-12-310000084748us-gaap:EmployeeSeveranceMember2024-12-310000084748rog:GlobalWorkforceReductionMember2024-11-012024-11-300000084748rog:GlobalWorkforceReductionMember2023-02-012023-02-280000084748rog:FacilityConsolidationsMember2024-12-310000084748rog:SuzhouChinaFacilitiesMember2024-12-310000084748rog:SuzhouChinaFacilitiesMember2024-01-012024-12-310000084748us-gaap:EmployeeSeveranceMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748us-gaap:EmployeeSeveranceMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748us-gaap:EmployeeSeveranceMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748rog:AssetImpairmentsMemberrog:AdvancedConnectivitySolutionsMember2024-01-012024-12-310000084748rog:AssetImpairmentsMemberrog:AdvancedConnectivitySolutionsMember2023-01-012023-12-310000084748rog:AssetImpairmentsMemberrog:AdvancedConnectivitySolutionsMember2022-01-012022-12-310000084748us-gaap:EmployeeSeveranceMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748us-gaap:EmployeeSeveranceMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748us-gaap:EmployeeSeveranceMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748rog:AssetImpairmentsMemberrog:ElastomericMaterialSolutionsMember2024-01-012024-12-310000084748rog:AssetImpairmentsMemberrog:ElastomericMaterialSolutionsMember2023-01-012023-12-310000084748rog:AssetImpairmentsMemberrog:ElastomericMaterialSolutionsMember2022-01-012022-12-310000084748us-gaap:ForeignExchangeContractMember2024-01-012024-12-310000084748us-gaap:ForeignExchangeContractMember2023-01-012023-12-310000084748us-gaap:ForeignExchangeContractMember2022-01-012022-12-310000084748us-gaap:CommodityContractMember2024-01-012024-12-310000084748us-gaap:CommodityContractMember2023-01-012023-12-310000084748us-gaap:CommodityContractMember2022-01-012022-12-310000084748us-gaap:StateAndLocalJurisdictionMember2024-12-310000084748us-gaap:DomesticCountryMember2024-12-310000084748us-gaap:ForeignCountryMember2024-12-310000084748us-gaap:ForeignCountryMemberus-gaap:FederalMinistryOfFinanceGermanyMember2024-12-310000084748us-gaap:ForeignCountryMemberus-gaap:LuxembourgInlandRevenueMember2024-12-310000084748exch:GSXK2024-12-310000084748rog:RICAcquisitionMemberrog:INOACCorporationMember2024-11-050000084748rog:RISAcquisitionMember2024-11-0500000847482024-11-052024-11-050000084748rog:RISAcquisitionMember2024-11-052024-11-050000084748rog:RICAcquisitionMember2024-11-052024-11-050000084748rog:RISAcquisitionMember2024-11-040000084748rog:DuPontDeNemoursIncMember2022-11-012022-11-010000084748us-gaap:AllowanceForCreditLossMember2023-12-310000084748us-gaap:AllowanceForCreditLossMember2024-01-012024-12-310000084748us-gaap:AllowanceForCreditLossMember2024-12-310000084748us-gaap:AllowanceForCreditLossMember2022-12-310000084748us-gaap:AllowanceForCreditLossMember2023-01-012023-12-310000084748us-gaap:AllowanceForCreditLossMember2021-12-310000084748us-gaap:AllowanceForCreditLossMember2022-01-012022-12-310000084748us-gaap:InventoryValuationReserveMember2023-12-310000084748us-gaap:InventoryValuationReserveMember2024-01-012024-12-310000084748us-gaap:InventoryValuationReserveMember2024-12-310000084748us-gaap:InventoryValuationReserveMember2022-12-310000084748us-gaap:InventoryValuationReserveMember2023-01-012023-12-310000084748us-gaap:InventoryValuationReserveMember2021-12-310000084748us-gaap:InventoryValuationReserveMember2022-01-012022-12-3100000847482024-10-012024-12-31

For the fiscal year ended December 31, 2024

(Exact name of registrant as specified in its charter)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 917-6000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class						Trading Symbol(s)			Name of each exchange on which registered
Capital Stock,			par value $1.00 per share			ROG			New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒    No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes ☐    No ☒

The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2,234,781,057. Rogers has no non-voting common equity. The number of shares outstanding of capital stock as of February 21, 2025 was 18,518,095.

Portions of the Registrant’s definitive Proxy Statement related to the 2025 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2024.

Defined Terms(1)

(1) Certain terms used within this Annual Report on Form 10-K are defined in the table above.

As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such statements are generally accompanied by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:

•failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, due to factors such as intense global competition affecting both our existing products and products currently under development or delays in adoption or implementation of new technologies;

•failure to successfully execute on our long-term growth strategy;

•uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, South Korea, Germany, Belgium, England and Hungary, where we maintain significant manufacturing, sales or administrative operations;

•the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China supply chain decoupling;

•fluctuations in foreign currency exchange rates;

•our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;

•the extent to which end-user products and systems incorporating our products achieve commercial success;

•the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;

•business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;

•the impact of sanctions, export controls and other foreign asset or investment restriction;

•failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;

•our ability to attract and retain management and skilled technical personnel;

•our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;

•changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;

•failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;

•the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;

•changes in environmental laws and regulations applicable to our business; and

•disruptions in, or breaches of, our information technology systems.

Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed under the headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Position” and elsewhere in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent our non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.

Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g, ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets. We believe these materials have characteristics that offer performance and other functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our AES products include: curamik®, ROLINX®, RO4000® Series, RO3000® Series, RT/duroid®, CLTE Series®, TMM®, AD Series®, DiClad® Series, CuClad® Series, Kappa®, COOLSPAN®, TC Series®, IsoClad® Series, MAGTREX®, IM Series™, 2929 Bondply, SpeedWave® Prepreg, RO4400™/RO4400T™ Series and Radix™. As of December 31, 2024, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; Evergem, Belgium; and Apodoca, Mexico.

Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets; customized silicones used in flex heater and semiconductor thermal applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense and medical markets; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for EV/HEV, general industrial, automotive and aerospace and defense markets. We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our EMS products include: PORON®, BISCO®, DeWAL®, ARLON®, eSorba®, XRD®, Silicone Engineering and R/bak®. As of December 31, 2024, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Suzhou, China; Blackburn, England; Evergem, Belgium; Siheung, South Korea; and Ansan, South Korea.

On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our shares of RIC, we acquired INOAC’s shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC. The combined transaction resulted in a net payment to us from INOAC of $4.9 million. The definitive agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships. In connection with the combined transactions, we recognized a gain of $7.7 million. For additional information, refer to “Note 16 - Mergers and Acquisitions” to “Item 8. Financial Statements and Supplementary Data.”

We sell our materials and components primarily through direct sales channels positioned near major concentrations of our customers in North America, Europe and Asia. We sold to approximately 2,900 customers worldwide in 2024, consisting primarily of OEMs and component suppliers. No individual customer represented more than 10% of our total net sales for 2024. Although the loss of any one of our larger customers would require a period of adjustment, during which the results of operations could be materially adversely impacted, we believe that such events could be successfully mitigated over a period of time due to the diversity of our customer base.

We employ a technical sales and marketing approach pursuant to which we work collaboratively to provide design engineering, testing, product development and other technical support services to OEMs that incorporate our engineered materials and components in their products. Component suppliers convert, modify or otherwise incorporate our engineered materials and components into their components for these OEMs in accordance with their specifications. Accordingly, we provide similar technical support services to component suppliers.

We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical and engineering service and support, breadth of product line, and manufacturing capabilities. We also compete with manufacturers of commodity materials, including smaller regional producers with lower overhead costs and profit requirements located in Asia that attempt to upsell their products based principally upon price, particularly for products that have matured in their life cycle. We believe that we have a competitive advantage because of our reputation for innovation, the performance, reliability and quality of our materials and components, and our commitment to technical support and customer service.

Our sales recognized at a point in time are generally pursuant to short-term purchase orders. These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty. Therefore, even though we may have a large backlog from time to time, we believe the purchase orders or backlog are not necessarily a reliable indicator of future sales.

We have a history of innovation, and innovation leadership is a key component of our overall business strategy. The markets we serve are typically characterized by rapid technological changes and advances. Accordingly, the success of our strategy is in part dependent on our ability to develop market-leading products, which is primarily driven by efforts in R&D. We are focused on identifying technologies and innovations related to both our current product portfolio as well as initiatives targeted at further diversifying and growing our business. As part of this technology commitment, we have Rogers Innovation Centers at our facilities in Chandler, Arizona; Rogers, Connecticut; Eschenbach, Germany; and Suzhou, China. Our Innovation Centers focus on early stages of technical and commercial development of new high-tech materials solutions in an effort to align with market direction and needs.

We have many domestic and foreign patents, licenses and additional patent applications pending related to technology in each of our operating segments. These patents and licenses vary in duration and provide some protection from competition. We also own a number of registered and unregistered trademarks and have acquired and developed certain confidential and proprietary technologies, including trade secrets that we believe to be of some importance to our business.

While we believe our patents and other intellectual property provide a competitive advantage to our operating segments, we believe that a significant part of our competitive position and future success will be determined by factors such as the innovative skills, systems and process knowledge, and technological expertise of our personnel; the range of new products we develop; and our customer service and support.

The key raw materials used in our business are as follows: for our AES operating segment, copper, including copper foil, polymer, polytetrafluoroethylene, fiberglass materials, ceramic and brazing paste materials, including silver, and various fillers and flame retardants; and for our EMS operating segment, polyol, isocyanates, polytetrafluoroethylene, ultra-high molecular weight polyethylene materials and silicone materials.

Some of the raw materials used in our business are available through sole or limited-source suppliers. While we have undertaken strategies to mitigate the risks associated with sole or limited source suppliers, these strategies may not be effective in all cases, and price increases or disruptions in our supply of raw materials could have a material adverse impact on our business. For additional information, refer to “Item 1A. Risk Factors.”

Except for some minor seasonality for consumer products, which often aligns with year-end holidays and product launch cycles, the operations of our segments have not been seasonal.

Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for the innovation, operations and ethics foundational to our business and its future.

As of December 31, 2024, we employed approximately 3,200 people, of whom approximately 1,100 were employed in North America, 1,100 in the EMEA region and 1,000 in APAC region. Approximately 300 of our domestic employees are covered by collective bargaining agreements or by specific labor agreements and approximately 700 of our European employees are covered by work council arrangements.

Our approach to human capital management is based on our culture of respect, which is built on the ethical foundation of our Code of Business Ethics and our commitment to making choices that are based on what is ethically sound and not just what is easy or expedient. Additionally, we connect our day-to-day work with our organizational objectives through our Cultural Behaviors: Live Safely, Trust, Just Decide, Speak Openly, Simply Improve, Innovate and Deliver Results.

Promoting the health and safety of our employees is one of our most important objectives. We strive to minimize lost workdays and recordable incidents. To promote awareness and accountability, our vision is clear: Everyone, Everywhere goes home safely Every Day. Our commitment is to put safety first and we ask for everyone’s commitment to never compromise their safety or the safety of others.

We take a comprehensive approach to the employment experience, striving to use a fair and inclusive recruiting process to select talented individuals. Once we hire, we endeavor to provide our employees a safe and ethical work environment that includes fair compensation, opportunities for career development and employee engagement. We are proud to invest in our employees’ futures through a variety of technical and other training opportunities internally, as well as education reimbursement programs globally.

Our executive officers as of February 26, 2025 were as follows:

We make available on our website (http://www.rogerscorp.com), or through a link posted on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed by our executive officers and directors pursuant to Section 16 of the Exchange Act, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, the SEC maintains an internet site that contains these reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

We also make available on our website the charters for our Audit Committee, Compensation and Organization Committee, and Nominating and Governance Committee, in addition to our Corporate Governance Guidelines, Bylaws, Code of Business Ethics, and Compensation Recovery Policy. Our website is not incorporated into or a part of this Annual Report on Form 10-K.

Our business, results of operations and financial position are subject to various risks, including those discussed below, which may affect the value of our capital stock. The following risk factors, which we believe represent the most significant factors that may make an investment in our capital stock risky, may cause our actual results to differ materially from those projected in any forward-looking statement. You should carefully consider these factors, as well as the other information contained in this Annual Report on Form 10-K, including the information set forth in “Item 1. Business - Forward-Looking Statements” and “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Position,” when evaluating an investment in our capital stock.

We derived approximately 18% and 34% of our net sales for the year ended December 31, 2024 from sales relating to the significant growth markets (e.g., EV/HEV) and high growth markets (e.g., ADAS, portable electronics, renewable energy and aerospace and defense), respectively. These growth drivers, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities. Adverse or cyclical changes to and within these growth drivers, such as delays in adoption or implementation of new technologies, has resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results. Acceleration within these growth drivers and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions. However, we may not be able to increase our production levels with sufficient speed or efficiency to capitalize on such increases in demand.

We operate in a highly competitive global environment and compete with domestic and international companies principally on the basis of the following:

•innovation;

•historical customer relationships;

•product quality, reliability, performance and price;

•technical and engineering service and support;

•breadth of product line; and

•manufacturing capabilities.

Our competitors include commodity materials suppliers, which offer product substitutions based mostly on price, and suppliers of alternate solutions, which offer product substitutions or eliminations based mostly on disruptive technology. Certain of these competitors have greater financial and other resources than we have, and, in some cases, these competitors are well established in specific product niches. We expect that our competitors will continue to improve the design and performance of their products, which could result in the development of products that offer price or performance features superior to our products. Furthermore, our customers may engage in internal manufacturing of products that may result in reduced demand for our products. If we are unable to maintain our competitive advantage for any reason, demand for our products may be materially reduced, which may adversely affect our business, results of operations and financial position.

Moreover, as OEMs, particularly in the electronics and automotive markets, seek cost reductions from their supply chains, our customers may make greater demands on us with regard to pricing and other contractual terms. This may adversely affect our gross margins on certain products or exacerbate competition that we face which could ultimately result in lower potential sales.

As a manufacturer and supplier of engineered materials and components, our business depends upon our ability to innovate and sell our materials and components for inclusion in other products that are developed, manufactured and sold by our customers. We strive to differentiate our products and secure long-term demand through our engagement with our customers to design in our materials and components as part of their product development processes. The value of any design-in largely depends upon the decision of our customers to manufacture their products or systems in sufficient production quantities, the commercial success of the end product and the extent to which the design of our customers’ products or systems could accommodate substitution of competitor products. A consistent failure to introduce new products in a timely manner, achieve design wins or achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of operations and financial position.

The introduction of new products presents particularly significant business challenges in our business because product development commitments and expenditures must be made well in advance of product sales.

Macroeconomic conditions, such as high inflationary pressure, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and sovereign debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, and global or local recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, or results of operations. Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies (including the conflict between Ukraine and Russia and the conflict between Israel, Hamas and Hezbollah), and monetary and financial uncertainties.

The results of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and consumers in response, have resulted in, and may continue to result in, higher inflation in the U.S. and globally, which is likely, in turn, to lead to an increase in costs and may cause changes in fiscal and monetary policy, including additional increases in interest rates. Other adverse impacts of recent macroeconomic conditions have been, and may continue to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, and fluctuations in labor availability.

We rely on sole and limited source suppliers for certain of the raw materials that are critical to the manufacturing of our products. This reliance subjects us to risks related to our potential inability to obtain an adequate supply of required raw materials, particularly given our use of lean manufacturing and just-in-time inventory techniques and reduces our control over pricing and timing of delivery of raw materials. Our operating results could be materially adversely affected if we were unable to obtain adequate supplies of these materials in a timely manner or if their cost increased significantly.

While we believe we could obtain and qualify alternative sources for most sole and limited source supplier materials, if necessary, the transition time could be long, particularly if the change requires us to redesign our systems. Ultimately, we may be unable to redesign our systems, which could further increase delays or prevent us from manufacturing our products at all. Even if a system redesign is feasible, increased costs associated with such a redesign would decrease our profit margins, perhaps materially, if we could not effectively pass such costs along to our customers. Further, it would likely result in production and delivery delays, which could lead to lost sales and damage to our relationships with current and potential customers.

From time to time, we have explored and pursued transaction opportunities that we believe complement our core businesses, and we expect to do so again in the future. We have also divested and may again consider divesting businesses or assets that we do not regard as part of our core businesses. These transaction opportunities may come in the form of acquisitions, JVs, investments, divestitures or other structures. There are risks associated with such transactions, including, without limitation, general business risk, technology risk, market acceptance risk, litigation risk, environmental risk, regulatory approval risk and risks associated with the failure to complete announced transactions. In the case of acquisitions, we may not be able to discover, during the due diligence process or otherwise, all known and unknown risks associated with the business we are acquiring, including the existence of liabilities. We may spend a significant portion of available cash, incur substantial debt or issue equity securities, which would dilute current shareholders’ equity ownership, to pay for the acquisitions. In addition, if we are unsuccessful in integrating any acquired company or business into our operations or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. In the case of divestitures, we may agree to indemnify acquiring parties for known or unknown liabilities arising from the businesses we are divesting. We have incurred, and may in the future incur, significant costs in the pursuit and evaluation of transactions that we do not consummate for a variety of reasons.

As a result, these transactions may not ultimately create value for us or our shareholders and may harm our reputation and materially adversely affect our business, results of operations and financial position.

As part of our general growth strategy, we expect to continue to pursue organic growth (including the significant capital expenditures associated therewith), while also continuing to evaluate potential acquisitions and expansion opportunities that we believe provide a strategic or geographic fit with our business.

Although we have experienced significant growth in our assets and revenues in the past, we may not be able to sustain our historical growth rate or be able to grow at all. Our growth strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected. Consequently, continued organic growth, if achieved, may place a strain on our administrative and operational infrastructure, which could have a material adverse effect on our financial condition and results of operations.

We continue to depend upon the continued services and performance of key executives, senior management and skilled technical personnel, particularly our sales engineers and other professionals with significant experience in the key industries we serve. Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition for these personnel from other companies, academic institutions and government entities is intense. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Outside the U.S., it is increasingly important that we are also able to attract and retain personnel with relevant local qualifications and experience. We may not be able to continue to attract and retain the qualified personnel necessary to continue to advance our business and achieve our strategic objectives. Additionally, as demand for our products and services increases, our existing personnel may not be able to effectively scale their job functions with the increased demand. If we are unable to identify, hire, develop, motivate, and retain new qualified personnel with relevant local qualifications and experience, our existing workforce may become too lean to accommodate the increased demand, which may have a material adverse effect on our ability to grow and scale our business.

Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss or disruption due to fire, flood, earthquake, hurricane, public health crisis, war, terrorism or other natural or man-made disasters or events. If any of these facilities, supply chains or systems were to experience a catastrophic loss or disruption, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses. In 2021, we experienced fire damage in our Ansan, South Korea manufacturing facility, the impacts of which have since largely been resolved. The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against losses or disruptions.

For the year ended December 31, 2024, approximately 73% of our net sales resulted from sales in foreign markets, with approximately 44% and 27% of such net sales occurring in Asia and Europe, respectively. We expect our net sales in foreign markets to continue to represent a substantial majority of our consolidated net sales. We maintain significant manufacturing and administrative operations in China, Germany, England, South Korea and Hungary, and approximately 66% of our employees were located outside the U.S. as of December 31, 2024. Risks related to our extensive international operations include the following:

•foreign currency fluctuations, particularly in the value of the euro, the Chinese renminbi, the South Korean won, the British pound, the Japanese yen and the Hungarian forint against the U.S. dollar;

•economic and political instability due to regional or country-specific events or changes in relations between the U.S. and the countries in which we operate;

•accounts receivable practices across countries, including longer payment cycles;

•export control or customs matters, including tariffs and trade restrictions;

•changes in multilateral and bilateral trade relations;

•complications in complying, and failure to comply, with a variety of laws and regulations applicable to our foreign operations, including due to unexpected changes in the laws or regulations of the countries in which we operate;

•failure to comply with the Foreign Corrupt Practices Act or other applicable anti-corruption laws;

•greater difficulty protecting our intellectual property; and

•compliance with foreign employment regulations, as well as work stoppages and labor and union disputes.

The foregoing risks may be particularly acute in emerging markets such as China, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries, changes in bilateral and multilateral arrangements with the U.S. and other governments, and challenges that some multinational customers that are headquartered in emerging markets may have complying fully with U.S. and other developed market extraterritorial regulations.

On February 1, 2025, President Donald J. Trump signed an executive order imposing 25% tariffs on most goods from Mexico and Canada and a 10% additional tariff on all goods from China, effective February 4, 2025. The tariffs on Mexico and Canada were delayed by 30 days following negotiations. Additionally, a 25% tariff on steel and aluminum was reinstated on February 11, 2025. The situation remains fluid, and the duration and outcome of these tariff actions are uncertain. As a result, we are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.

It remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, import or use of foreign communications equipment, or other trade matters. Although the ultimate scope and timing of any such tariffs is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations. Based on our manufacturing practices and locations, there can be no assurance that any future executive or legislative action in the U.S. or other countries relating to tax policy and trade regulation would not adversely affect our business, operations and financial results.

Government regulation of usage, import or export of our products, or our technology within our products, changes in that regulation, or our failure to obtain required approvals for our products, could harm our international and domestic sales and adversely affect our revenue and costs of sales. Failure to comply with such regulations could result in enforcement actions, fines, penalties or restrictions on export privileges. In addition, costly tariffs on our equipment, restrictions on importation, trade protection measures and domestic preference requirements of certain countries could limit our access to these markets and harm our sales. These regulations could adversely affect the sale or use of our products, substantially increase our cost of sales, and adversely affect our business and revenue.

In addition, our business has been, and may continue to be, adversely affected by the lack of development, or disruptions, of transportation or other critical infrastructure, including wireless infrastructure, in emerging markets. If we are unable to successfully manage the risks associated with expanding our global business, or to adequately manage operational fluctuations, it may materially adversely affect our business, results of operations and financial position.

The increased trade conflicts between the U.S. and its major trading partners, evidenced by trade restrictions such as tariffs, taxes, export controls, economic sanctions, and enhanced policies designed to protect national security, could adversely impact our business. In particular, we have experienced in the past and expect that we may in the future experience impacts on our business due to the increase in trade conflicts between the U.S. and China. Export controls, as well as retaliatory controls and tariffs that China has imposed and which remain in place to a certain extent under the Phase 1 agreement reached between the U.S. and China on January 15, 2020, could continue to restrict our ability to do business with Chinese customers. Further U.S. government actions to protect domestic economic and security interests could lead to further restrictions. China continues to be a fast-developing market and an area of potential growth for us. Sales to customers located in China and the Asia Pacific region have typically accounted for nearly half of our total sales and a substantial majority of our overall sales to customers located outside the U.S. In addition, certain of the end products created in China that incorporate our products are ultimately sold outside of the Asia Pacific region. We expect that revenue from these sales generally, and sales to China and the Asia Pacific region specifically, will continue to be a material component of our total revenue. Therefore, any financial crisis, trade war or dispute or other major event causing business disruption in international jurisdictions generally, and China and the Asia Pacific region in particular, could negatively affect our business, results of operations and financial position.

China’s stated policy of reducing its dependence on foreign manufacturers and technology companies has resulted and may continue to result in reduced demand for our products in China. These trends may lead to increased decoupling of the supply chains for U.S. and Chinese economies, thereby leading to reduced market opportunities and disrupted supply chains for U.S. companies with sales and operations in China. Increased geopolitical tensions between the U.S. and China would likely accelerate these trends. Both countries could pursue policies to reduce their dependence on foreign goods. Such policies could have a material adverse impact on our business, results of operations and financial position. In addition, as a consequence of such policies, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, results of operations and financial position.

In the ordinary course of business, we collect and store confidential information, including proprietary business information belonging to us, our customers, suppliers, business partners and other third parties and personally identifiable information of our employees. We rely on information technology systems to protect this information and to keep financial records, process orders, manage inventory, coordinate shipments to customers, and operate other critical functions. Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the planned implementation of a new ERP system) and user errors. If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business.

We are also subject to security breaches caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by disgruntled employees or third parties. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, in part because of evolving technologies, the ubiquitous use of the Internet and telecommunications technologies (including mobile devices) to conduct business transactions. Our information technology network and systems have been and, we believe, continue to be under constant attack. Accordingly, despite our security measures or those of our third-party service providers, we have experienced and may in the future experience security breaches, including breaches that we may not be able to detect. Security breaches of our information technology systems, including through mobile devices, could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our customers, suppliers, business partners, employees or other third parties, which could result in our suffering significant financial and reputational damage. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our security processes and procedures and our compliance with applicable laws and regulations, including evolving government cyber security requirements for government contractors.

In addition, the processing and storage of certain information is increasingly subject to privacy and data security regulations, and many such regulations are country-specific. The interpretation and application of data protection laws in the U.S., Europe, and elsewhere, including the EU General Data Protection Regulation and the California Consumer Privacy Act, are uncertain, evolving and may be inconsistent among jurisdictions. Compliance with these various laws may be onerous and require us to incur substantial costs or to change our business practices in a manner that adversely affects our business, while failure to comply with such laws may subject us to substantial penalties.

The use of generative AI technologies by employees and personnel to perform routine work is becoming more common within our business industry. Disclosure and use of personal data in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. Our use of this technology is currently limited, but could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology. If we are unable to use generative AI due to these additional costs, it could make our business less efficient and result in competitive disadvantages.

We prepare our consolidated financial statements to conform to U.S. GAAP. These accounting principles are subject to interpretation by the SEC, FASB, and various bodies formed to interpret and create accounting rules and regulations. Accounting standards, or the guidance relating to interpretation and adoption of standards, could have a significant effect on our financial results and could affect our business. Additionally, the FASB and the SEC are focused on the integrity of financial reporting, and our accounting policies are subject to scrutiny by regulators and the public.

We cannot predict the impact of future changes to accounting principles or our related accounting policies on our financial statements going forward. In addition, were we to change our accounting estimates, including those related to the timing of revenue recognition and those used to allocate revenue between various performance obligations, our reported revenue and results of operations could be significantly impacted. If we are unsuccessful in adapting to the requirements of any new standard, then we may experience greater volatility in our quarterly and annual results, which may cause our stock price to decline.

We are in the midst of a multi-year design and implementation of a new ERP system, which will replace our existing financial and operating systems. The implementation of this ERP requires an investment of significant personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes.

As we work to complete the implementation phase of this ERP, and even after the implementation phase, we may experience additional delays, increased costs and other difficulties, including potential design defects, miscalculations, testing requirements, re-work due to changes in business plans or reporting standards, and the diversion of management’s attention from day-to-day business operations. Additional extended delays could also introduce operational risk, including cybersecurity risks, and other complications. If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.

We are subject to a variety of federal, state, local and foreign laws, rules and regulations related to the use, storage, handling, discharge or disposal of certain toxic, volatile or otherwise hazardous chemicals, gases and other substances used in manufacturing our products. Some of these laws in the U.S. include the Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Toxic Substances Control Act, and similar state statutes and regulations. In the EU, we are subject to the EU regulations (and their related national implementing legislation) including the Registration, Evaluation, Authorization and Restriction of Chemicals, the Regulation on the Classification, Labelling and Packaging of Substances and Mixtures and the Industrial Emissions Directive. Compliance with these laws and regulations could require us to incur substantial expenses, including in connection with the acquisition of new equipment. Any failure to comply with present or future environmental laws, rules and regulations could result in criminal and civil liabilities, fines, suspension of production or cessation of certain operations, any of which could have a material adverse effect on our business, results of operations and financial position.

By way of example, but not limitation, governmental authorities in the U.S. and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are per- and polyfluoroalkyl, substances (PFAS). Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and are virtually ubiquitous in parts of the environment. Until recently, these substances were largely unregulated. Nevertheless, over the last few years, PFAS regulation has been evolving rapidly. In 2023, the U.S. EPA issued a new rule under the Toxic Substances Control Act, requiring manufacturers and importers of PFAS to submit additional reporting information about production volumes, industrial uses, byproducts, worker exposure, and disposal. In 2023, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances beginning in late 2025. In 2024, among other things, U.S. EPA issued new regulations regarding PFAS in drinking water, PFAS reporting obligations under Toxic Substances Control Act, and designated two PFAS chemicals (Perfluorooctanoic acid and Perfluorooctane sulfonic acid) as hazardous substances under Comprehensive Environmental Response, Compensation, and Liability Act. While PFAS regulation continues to advance at the federal level and in many states, the full scope of such regulation is still being developed. In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to detect their presence, making remediation difficult and complex. We may therefore incur costs in connection with any obligations to transition away from the usage of PFAS-containing products, to dispose of PFAS-containing waste or to remediate any PFAS contamination, which could have a negative effect on our financial position, results of operations and cash flows.

New and evolving laws, regulations and rule makings globally are expected to impose different and more restrictive standards and require greater disclosures. They could also require capital investments, incremental personnel resources, could adversely impact our ongoing operations, and could require changes on a more accelerated time frame. Our suppliers are expected to face similar challenges and incur additional compliance costs that may be passed on to us. These direct and indirect costs may adversely impact our results of operations and financial condition, and, if we are unable to comply with legislative and regulatory requirements or meet our sustainability objectives, our reputation and ability to do business could be negatively impacted. In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success. For example, the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures. The rule, which faces legal challenge and has been voluntarily stayed by the SEC, as well as other changes the government might implement, could impose significant new burdens on our Company and our suppliers, with significant potential costs and operational impacts, and adversely impact our ability to win business and operate successfully.

Environmental matters may significantly impact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions. New or more stringent laws and regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers.

There can be no assurance our Company will meet the evolving sustainability expectations and standards of our investors and other external stakeholders.

In addition, some environmental laws impose liability, sometimes retroactively and without fault, for investigating and/or cleaning up contamination on, or emanating from, properties currently or formerly owned, leased or operated by us, as well as for damages to property or natural resources and for personal injury arising out of such contamination. Such liability may be joint and several, meaning that we could be held responsible for more than our share of the liability involved, or even the entire liability. For additional information regarding our material legal proceedings, refer to “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.”

Our proprietary technology supports our ability to compete effectively with other companies, and we seek to protect our intellectual property rights by obtaining domestic and foreign patents, trademarks and copyrights, and maintaining trade secrets. It is possible, however, that our efforts to obtain such protection in the U.S. and abroad will be unsuccessful or that the protection afforded will not be sufficiently broad to protect our technology.

Even if domestic and foreign laws do grant initial protection to our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes. We believe that the risk of piracy of our technology is particularly acute in the foreign countries in which we operate. In circumstances in which we conclude that our proprietary technology has been infringed, we have pursued, and may again pursue, litigation to enforce our rights. The defense and prosecution of intellectual property infringement suits are both costly and time consuming, even if the outcome is favorable to us. If we are not successful in protecting our proprietary technology or if the protection afforded to us is not sufficiently broad, our competitors may be able to manufacture and offer products substantially similar to our own, thereby reducing demand for our products and adversely affecting our results of operations and financial position. We may also be adversely affected by, and subject to increased competition as a result of, the normal expiration of our issued patents.

Our competitors or other third parties may also assert infringement or invalidity claims against us in the future. In addition to the significant costs associated with such suits, as noted above, an adverse outcome could subject us to significant liabilities to third parties and require us to license rights from third parties or cease selling our products. Any of these events may have a material adverse effect on our business, results of operations and financial position.

As a result of the variability and uncertainty in global taxation, we are subject to a wide variety of tax-related risks, any of which could provoke changes in our global structure, international operations or intercompany agreements, which could materially reduce our net income in future periods or result in restructuring costs, increased effective tax rates and other expenses. Given the global nature of our business, a number of factors may increase our effective tax rates or otherwise subject us to additional tax liability, including:

•decisions to redeploy foreign earnings outside of their country of origin for which we have not previously provided for income taxes;

•increased scrutiny of our transactions by taxing authorities;

•changes in the geographic mix of our profits among jurisdictions with differing statutory income tax rates;

•ability to utilize, or changes in the valuation of, deferred tax assets; and

•changes in tax laws, regulations and interpretations thereof or issuance of new interpretations of laws or regulations applicable to us.

For instance, many foreign jurisdictions are actively considering, and some have enacted, changes to existing tax laws as a result of the base erosion and profit shifting project undertaken by the OECD. As these changes are enacted, our tax obligations could increase in countries where we do business or sell our products.

Our credit agreement with JPMorgan Chase contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments. Our ability to make scheduled payments on these borrowings and to satisfy financial ratios may be adversely affected by changes in economic or business conditions beyond our control, while the restrictive covenants to which we are subject may limit our ability to take advantage of potential business opportunities as they arise. Failure to satisfy these financial ratios or to comply with the covenants in our credit agreement would constitute a default. An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness.

Any such acceleration of our indebtedness would have a material adverse effect on our cash flows, financial position and results of operations.

Our products may contain defects that we do not detect before sale, which may lead to warranty or damage claims against us or product recalls. We are involved in various unresolved legal matters that arise in the ordinary course of our operations or otherwise, including asbestos-related product liability claims related to our operations before the 1990s. For additional information, refer to “Item 3. Legal Proceedings” and “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss. Costs associated with, among other things, the defense of, or settlements or judgments relating to, claims against us that are not covered by insurance or that result in settlements in excess of insurance coverage may adversely affect our business, results of operations and financial position. Irrespective of insurance coverage, claims against us could divert the attention of our senior management and/or result in reputational damage, thereby adversely affecting our business.

Our projections on the potential exposure and expected insurance coverage relating to our asbestos-related product liability claims are based on a number of assumptions, including the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the U.S. The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards. To the extent such assumptions are inaccurate, the net liabilities that we have recorded in our financial statements may fail to approximate the losses we could suffer in connection with such claims.

Under the 2015 Paris Agreement, parties to the United Nations Framework Convention on Climate Change agreed to undertake ambitious efforts to reduce GHG emissions and strengthen adaptation to the effects of climate change. Subsequently, there has been a broad range of proposed or promulgated international, national and state laws and/or regulations focusing on GHG emissions reduction, climate-related financial risk management, and global climate change. On January 21, 2025, President Trump signed an executive order directing his administration to initiate a withdrawal of the U.S. from the Paris Agreement. However, laws and/or regulations may still apply or could apply in countries in countries that remain party to the Paris Agreement where we have interests or may have interests in the future. Laws and regulations in this field continue to evolve and are likely to be increasingly widespread, stringent, and complex, as different countries mandate different disclosure requirements. We are preparing for required climate-related compliance deadlines in the jurisdictions in which we operate; however, at this stage it is not possible to accurately estimate either a timetable for implementation in all instances or our future compliance costs relating to implementation.

Jurisdictions in which we operate, including, in particular, the EU, are preparing national legislation and protection plans to implement their emission reduction commitments under the Paris Agreement. In June 2021, the European Climate Law set legally binding targets of net zero GHG emissions by 2050, and a 55% reduction in GHG emissions by 2030. In December 2022, the EU announced forthcoming regulations to support the 2030 climate target, including a revision of the EU Emissions Trading System, and the introduction of a Carbon Border Adjustment Mechanism. Our operations in Europe participate in the Emissions Trading System and we meet our obligations through a combination of free and purchased emission allowances. We anticipate the forthcoming regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances. In addition, in January 2023, the EU adopted the Corporate Sustainability Reporting Directive which requires EU and non-EU companies with activities in the EU to file annual sustainability reports including climate-related information. These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations.

Addressing climate change was a stated priority of the former presidential administration, including recommitting the U.S. to the Paris Agreement and enacting legislation to advance objectives to achieve a net zero emissions economy by 2050. For example, the IRA, the Bipartisan Infrastructure Law, and the CHIPS and Science Act, provide incentives to promote climate-friendly technologies and innovation that may increase the demand for the products we produce. The U.S. EPA, in addition to several state governments, promulgated regulations directed at GHG emissions reductions from certain types of facilities. California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, and the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures. Both disclosure measures face legal challenge, and the SEC has voluntarily stayed its rule. On February 11, 2025, the acting Chairman of the SEC directed the SEC staff to request that the courts hearing legal challenges to the climate-related disclosure rules not schedule the case for argument to provide time for the SEC to deliberate and determine the appropriate next steps in these cases. The Trump administration has indicated that it will take a different approach towards climate change compared to its predecessor and there is uncertainty regarding what regulatory or executive actions may be forthcoming.

Given these uncertainties, it is difficult to accurately estimate at this time if U.S. federal or state level activity could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects. Additionally, demand for the products we produce may be reduced.

There has been an increased focus from regulators and stakeholders on ESG matters. Given our commitment to ESG, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future. These goals, commitments, and targets reflect our current plans and aspirations and are based on available data and estimates. However, these are not guaranteed outcomes and are subject to numerous factors, both within and outside of our control.

Initiatives to address such ESG issues may be costly and may not have the desired effect. Evolving stakeholder expectations and our efforts and ability to manage these issues and accomplish our goals, commitments, and targets present numerous operational, regulatory, reputational, financial, legal, and other risks and opportunities. Any risks could have adverse impacts on our business, including on our stock price; however, ESG-related opportunities may result in positive business impacts. Further, there are ESG-related laws and reporting requirements adopted in multiple jurisdictions that will likely increase future compliance costs.

Our failure, or even perceived failure, to achieve some or all of our ESG goals or maintain ESG practices that meet evolving stakeholder expectations or regulatory requirements could adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community, regulatory authorities and others, or subject us to liability. Furthermore, perceptions about our action or inaction on certain ESG-related issues could also harm our reputation, particularly if stakeholders disagree with our goals and initiatives. Damage to our reputation and loss of brand equity may reduce demand for our products and services, adversely affecting our future financial performance and stock price, as well as require additional resources to rebuild our reputation. Conversely, our efforts to actively manage material ESG issues could increase employee and customer loyalty, support risk mitigation, resiliency, operational efficiencies, and positive reputation, influence cost of capital or access to finance, or other outcomes that may positively benefit our business.

In recent years, shareholder activists have become involved in numerous public companies. While we strive to maintain constructive communications with our shareholders, activist shareholders have engaged and may, from time to time, engage in proxy solicitations or shareholder proposals, or otherwise attempt to effect changes and assert influence on our board of directors and management. For example, as previously reported, in February 2023, after an activist shareholder provided notice of its intention to conduct a proxy contest to seek to elect several director candidates to our board of directors, we entered into a settlement agreement with the shareholder and certain of its affiliates regarding, among other things, changes to the composition of our board of directors, including the appointment of two new independent directors.

Responding to actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plan. In addition, a proxy contest for the election of directors at our annual meeting of shareholders would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.

None.

Safeguarding our information technology systems, intellectual property, and the confidential information and personal data that customers, suppliers, business partners, employees and others share with us is a critical concern for our business. As such, we have processes in place to assess, identify, and manage material cybersecurity threats and incidents. Key to these efforts is our cybersecurity risk management program (the “Cybersecurity Program”). We aim to incorporate industry best practices throughout our Cybersecurity Program. It is founded on the NIST’s Cybersecurity Framework (Identify, Protect, Detect, Respond and Recover) and includes elements of ISO 27001 standards, NIST SP 800-171 guidance, the ISO, and other applicable industry standards for protecting controlled unclassified information. The Cybersecurity Program also incorporates preventative, detective and corrective controls to identify relevant cyber risks. The controls are tested and evaluated on a regular basis and include the following controls: network and endpoint protection technologies that are designed to block and detect security events at the perimeter and within our networks; evaluation and monitoring of detected security events; and documented incident response actions and procedures.

In addition to internal assessments, third party security firms perform annual risk reviews to evaluate and assess the Cybersecurity Program.

We regularly remind employees of the importance of handling and protecting customer and employee data, including through periodic security training to enhance employee awareness of how to detect and respond to cybersecurity incidents. We also conduct tabletop exercises to simulate response plans to various cybersecurity incidents. Our team of cybersecurity professionals then collaborate with relevant stakeholders within our Company to evaluate and adjust our detection and mitigation strategies.

We impose security requirements upon our suppliers, including maintaining an effective security management program, abiding by information handling and asset management requirements; and notifying us in the event of any known or suspected cyber incident.

Our CIDO is responsible for leading the Cybersecurity Program, which is coordinated and primarily executed by our Director of Information Security and Compliance.

Our Board of Directors, primarily through the Audit Committee, oversees our enterprise risk management program, including cybersecurity risks. The enterprise risk management program is utilized in making decisions with respect to our Company’s priorities, resource allocation, and oversight structures. Our CIDO and/or Director of Information Security and Compliance deliver updates on the Cybersecurity Program to our Board of Directors semi-annually, including with respect to significant projects and initiatives. These updates consist of a report to the full Board of Directors and to the Audit Committee, and cover a wide range of topics, including evolving regulations and standards, vulnerability assessments, mitigation strategies, third-party and independent reviews, the evolving threat environment, technological and industry trends, and information security considerations arising with respect to our Company’s peers and other third parties. Our CIDO and/or Director of Information Security and Compliance will also provide reports of material cybersecurity incidents or other relevant developments to our Board of Directors and Audit Committee as and when needed. Furthermore, our CIDO and/or Director of Information Security and Compliance provide periodic updates to our senior management regarding cybersecurity risks, as well as interim updates during regular meetings with our leadership team.

For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to materially affect our Company, see the risk factor titled “A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation” in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

We operate various general offices and manufacturing facilities throughout North America, Europe and Asia. The following table provides certain information about the material general offices and manufacturing facilities used by our operating segments:

* Rogers Corporation is a guarantor to this lease, which commenced in September 2024, to establish a premise of operations for our manufacturing operations through a shelter agreement in Mexico.

The information called for by this item is incorporated herein by reference to the information set forth in “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.”

Item 4. Mine Safety Disclosures Our capital stock is traded on the New York Stock Exchange under the symbol “ROG”.

As of the end of business on February 21, 2025, we had 250 shareholders of record. The actual number of holders of our capital stock is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

We currently retain all of our earnings for use in the operation and expansion of our business, to repurchase or redeem capital stock, and in the repayment of our debt. We have never declared or paid any cash dividends on our capital stock and may not pay any cash dividends in the foreseeable future. Whether or not dividends will be paid in the future will depend on, among other things, our results of operations, financial condition, level of indebtedness, cash requirements, covenants in our financings, contractual restrictions and other factors that our board of directors and our shareholders may deem relevant.

The following graph compares the cumulative total return on our capital stock over the past five fiscal years with the cumulative total return on the S&P 500 Industrials Index and the S&P Small Cap 600 Electronic Equipment, Instruments & Components Index. The graph tracks the performance of a $100 investment in our capital stock and in each of the indexes (with the reinvestment of all dividends) on the date specified.

In 2015, we initiated a share repurchase program of up to $100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. There were 0.2 million shares repurchased for a total value of $19.8 million in 2024.

There were no shares repurchased in 2023. There were 0.2 million shares repurchased for a total value of $25.0 million in 2022. As of December 31, 2024, $104.2 million remained available to purchase under our share repurchase program. For additional information regarding share repurchases, refer to “Note 12 – Capital Stock and Equity Compensation” to “Item 8. Financial Statements and Supplementary Data.”

The discussion of the comparison of our 2023 and 2022 results was previously disclosed within the Management’s Discussion & Analysis in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 and has been omitted from this section pursuant to Instruction 1 to Item 303(b) of Regulation S-K, except the Operating Segment Net Sales and Gross Margin section, which has been recast due to changes resulting from the adoption of ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.

Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on our portfolio and commercial activities, optimizing our global capacity to meet customer demand and driving innovation.

As a market-driven organization, we are focused on capitalizing on growth opportunities in several different end markets. This includes the automotive industry, where there are market opportunities resulting from the increasing electrification of vehicles, and in the expanding use of ADAS. Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy. In addition to our focus on these markets, we sell into a variety of other markets, including general industrial, wireless infrastructure and mass transit.

Our growth strategy is based on addressing trends in these markets and applying our repeatable customer engagement process. Our sales engineers and technical service employees work closely with our customers to understand their complex challenges. They then leverage our innovation and technology capabilities and deep applications expertise to provide unique solutions to customers’ challenges. In addition to these capabilities, our strategy for success is also built on our reputation for high performance and reliability, trusted customer relationships and an expansive product portfolio. Through this strategy we expect to be able to drive further commercial wins, which provide the potential for higher growth in the future. This growth strategy is enabled by both organic and inorganic investments from which we strive to ensure high-quality solutions for our customers.

Our operational excellence efforts are focused on driving ongoing cost structure improvements to further enhance our profitability. These efforts include focusing on improving yields, throughput, procurement capabilities, and manufacturing processes. We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance. These actions include optimizing our manufacturing footprint, divesting non-core product lines and reducing manufacturing and corporate employees. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.

We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.

If we are able to successfully execute on our strategy, we see an opportunity, over the next several years, to meaningfully increase revenues from current levels and further improve profitability. The increase in revenues is expected to come from a combination of organic growth and targeted acquisitions. This outlook is supported by our participation in a number of growth markets and by our competitive positions in these markets. The fastest growing market opportunity is expected to be EV/HEV where third-party analysis projects that the market will increase at a compound annual growth rate of between 10% and 15% over the next several years. Within the EV/HEV market, we believe our advanced battery cell pads and ceramic substrates provide multiple content opportunities to capitalize on this growth. Other markets with good growth trajectories include ADAS, aerospace and defense, portable electronics and renewable energy.

The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity:

•In 2024 as compared to 2023, our net sales decreased by 8.6% to $830.1 million, our gross margin decreased 40 basis points to 33.4% from 33.8%, and operating income as a percentage of net sales decreased 640 basis points to 3.0% from 9.4%.

•We entered into and executed the JV Separation Agreement with INOAC, which resulted in gains of $7.7 million recorded in Other income (expense), net.

•We recognized restructuring charges of $16.2 million in 2024 primarily related to our manufacturing footprint consolidation plan and our reduction in global workforce plan.

•We recognized impairment charges of $7.9 million in 2024, primarily related to our new ERP system still in development.

•We made $30.0 million of discretionary principal payments on our revolving credit facility in 2024.

•We repurchased 0.2 million shares of our capital stock for $19.8 million in 2024.

The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:

Net sales decreased by 8.6% in 2024 compared to 2023. Our AES and EMS operating segments had net sales decreases of 11.3% and 4.8%, respectively. The decrease in net sales was primarily due to lower net sales in the EV/HEV, industrial, ADAS and renewable energy markets, partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets. We experienced lower EV/HEV net sales in our AES operating segment as customers continued to manage inventory levels and adjusted to softer end market demand and we experienced lower industrial net sales in our EMS operating segment primarily due to the non-recurrence of a one-time bulk purchase by a customer in 2023.

Gross margin in 2024 declined due to lower volume and unfavorable mix, partially offset by reduction in manufacturing spend, scrap and yield improvements and lower inventory reserves provisions. Gross margin as a percentage of net sales decreased 40 basis points to 33.4% in 2024 compared to 33.8% in 2023.

SG&A expenses decreased 4.4% in 2024 from 2023, primarily due to a $9.5 million decrease in professional services expense, partially offset by the non-recurrence of the $0.7 million gain on the sale of our high-performance engineered cellular elastomer business in 2023.

The decrease in professional services expense was primarily attributable to the non-recurrence of the $7.6 million of non-routine shareholder advisory costs and the $1.1 million of expenses in connection with the sale of our high-performance engineered cellular elastomer business, both of which were incurred in 2023.

R&D expenses decreased 3.1% in 2024 from 2023, primarily due to a $1.0 million decrease in compensation and benefits and a $0.8 million decrease in professional services expense, partially offset by a $0.7 million increase in trial costs for alternative raw materials.

We recognized $16.2 million and $16.9 million of restructuring charges in 2024 and 2023, respectively. The restructuring charges in 2024 were related to manufacturing footprint consolidation efforts, which impacted our Evergem, Belgium facility, along with the reduction in global workforce plan announced in November 2024 and the R&D facility exit plan announced in June 2024. The restructuring charges in 2023 were related to the reduction in global workforce and facility consolidation plans announced in February 2023. We recognized $7.9 million of impairment charges in 2024, which were primarily related to our new ERP system still in development.

With respect to other operating (income) expense, net, we recognized expense of $0.1 million and income of $33.1 million in 2024 and 2023, respectively. The income recognized in 2023 was primarily related to insurance recoveries from the fire at our UTIS manufacturing facility in Ansan, South Korea.

For additional information, refer to “Note 14 – Supplemental Financial Information” to “Item 8. Financial Statements and Supplementary Data.”

Up until November 5, 2024, we had two unconsolidated JVs, each 50% owned: RIC and RIS. Equity income in those unconsolidated JVs decreased 22.2% in 2024 from 2023 due to lower net sales for RIC and RIS, which was primarily driven by the portable electronics market in Asia, a change in the business model for RIS to subcontracting manufacturing in the second half of 2023, as well as the discontinuation of the JV relationships in November 2024. For additional information, refer to “Note 16 – Mergers and Acquisitions” to “Item 8. Financial Statements and Supplementary Data.”

Other income (expense), net increased to $8.8 million of income in 2024 compared to $0.7 million of expense in 2023. The increase was due to the recognition of $7.7 million of gains in connection to the execution of the JV Separation Agreement with INOAC, as well as a favorable year-over-year change in impacts from our foreign currency transactions, partially offset by an unfavorable year-over-year change in impacts from our foreign currency derivatives.

Interest expense, net, decreased by $9.3 million in 2024 from 2023, due to a lower weighted-average outstanding balance for our borrowings under our revolving credit facility.

Our effective income tax rate for 2024 was 23.9% compared to 25.8% for 2023. The decrease from 2023 was primarily due to the (i) release of valuation allowance against certain NOLs, (ii) JV Separation which did not have a corresponding tax gain and (iii) favorable releases of uncertain tax positions, offset by (iv) increased non-deductible equity compensation.

Our AES operating segment net sales decreased by 11.3% in 2024 compared to 2023. The decrease in net sales was primarily driven by lower net sales in the EV/HEV, industrial power systems, ADAS and renewable energy markets, partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to softer end market demand.

Our AES operating segment net sales decreased by 3.9% in 2023 compared to 2022. The decrease in net sales was primarily driven by lower net sales in the power interconnects EV/HEV, aerospace and defense, wireless infrastructure and portable electronics markets, partially offset by higher net sales in the power substrates EV/HEV, renewable energy and ADAS markets. Net sales were favorably impacted by foreign currency fluctuations of $0.7 million, or 0.1%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi relative to the U.S. dollar.

Our AES operating segment gross margin in 2024 declined due to lower volume and unfavorable mix, which was partially offset by lower manufacturing spend. As a percentage of net sales, gross margin in 2024 was 29.3% as compared to 30.9% in 2023.

Our AES operating segment gross margin in 2023 declined due to lower volumes and unfavorable mix, unfavorable yield performance and higher inventory reserves provisions, which was partially offset by lower freight, duties and tariffs costs, lower raw material costs and favorable factory optimization efforts. As a percentage of net sales, gross margin in 2023 was 30.9% as compared to 32.3% in 2022.

Our EMS operating segment net sales decreased by 4.8% in 2024 compared to 2023. The decrease in net sales was primarily driven by lower net sales in the industrial market, partially offset by higher net sales in the EV/HEV market. We experienced lower industrial net sales primarily due to the non-recurrence of a one-time bulk purchase by a customer in 2023.

Our EMS operating segment net sales decreased by 9.8% in 2023 compared to 2022. The decrease in net sales was primarily driven by lower net sales in the general industrial, consumer, portable electronics and EV/HEV markets, partially offset by higher net sales in the aerospace and defense market. Net sales were unfavorably impacted by foreign currency fluctuations of $3.6 million, or 0.9%, due to the depreciation in value of Chinese renminbi relative to the U.S. dollar, partially offset by the appreciation in value of the euro relative to the U.S. dollar.

Our EMS operating segment gross margin in 2024 improved due to scrap and yield improvements and lower inventory reserves provisions, which was partially offset by lower volume and unfavorable mix. As a percentage of net sales, gross margin in 2024 was 38.4% as compared to 37.5% in 2023.

Our EMS operating segment gross margin in 2023 improved due to lower freight, duties and tariffs costs, lower raw material costs and favorable factory optimization efforts, which was partially offset by lower volumes, unfavorable yield performance and higher inventory reserves provisions. As a percentage of net sales, gross margin in 2023 was 37.5% as compared to 33.7% in 2022.

Net sales in our Other operating segment decreased by 13.7% in 2024 from 2023. Our Other operating segment gross margin in 2024 declined due to unfavorable impacts from lower volume and unfavorable factory utilization. As a percentage of net sales, gross margin in 2024 was 35.3%, an approximately 280 basis point decrease as compared to 38.1% in 2023.

Net sales in our Other operating segment decreased by 6.2% in 2023 from 2022. Net sales were unfavorably impacted by foreign currency fluctuations of $0.4 million, or 2.0%, due to the depreciation in value of Chinese renminbi relative to the U.S. dollar. Our Other operating segment gross margin improved in 2023 due to lower freight, duties and tariffs costs, partially offset by lower volume and unfavorable factory utilization. As a percentage of net sales, gross margin in 2023 was 38.1%, an approximately 50 basis point increase as compared to 37.6% in 2022.

We believe that our existing sources of liquidity and cash flows that are expected to be generated from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures, R&D efforts and our debt service commitments, for at least the next 12 months. We regularly review and evaluate the adequacy of our cash flows, borrowing facilities and banking relationships, seeking to ensure that we have the appropriate access to cash to fund both our near-term operating needs and our long-term strategic initiatives. The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:

Approximately $75.1 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of December 31, 2024. We did not make any changes in 2024 to our position on the permanent reinvestment of our historical earnings from foreign operations. With the exception of certain of our Chinese subsidiaries, where a substantial portion of our Asia cash and cash equivalents is held, we continue to assert that historical foreign earnings are indefinitely reinvested.

Net working capital was $370.4 million and $410.5 million as of December 31, 2024 and 2023, respectively.

Significant changes in our statement of financial position accounts from December 31, 2023 to December 31, 2024 were as follows:

•Cash and cash equivalents were $159.8 million as compared to $131.7 million as of December 31, 2023, an increase of $28.1 million, or 21.3%. This increase was primarily due to $127.1 million of net cash flow provided by operations, partially offset by $56.1 million in capital expenditures, $30.0 million in discretionary principal payments on our revolving credit facility, $19.8 million in share repurchases and $1.4 million in tax payments related to net share settlement of equity awards.

•Accounts receivable, net decreased 16.4% to $135.3 million as of December 31, 2024, from $161.9 million as of December 31, 2023. The decrease from year-end was primarily due to lower net sales at the end of 2024 compared to at the end of 2023 and lower days sales outstanding, as well as a $4.1 million receipt of previously recognized UTIS fire insurance receivables for our business interruption claims.

•Inventories, net decreased 7.3% to $142.3 million as of December 31, 2024, from $153.5 million as of December 31, 2023, primarily driven by lower raw materials and work-in-process levels, combined with higher inventory reserves provisions, partially offset by higher finished goods levels.

•Borrowings under revolving credit facility were nil as of December 31, 2024, compared to $30.0 million as of December 31, 2023. The decrease was due to $30.0 million in discretionary principal payments on our revolving credit facility made in early 2024. For additional information regarding this facility, as well as the Fifth Amended Credit Agreement, refer to “Note 9 – Debt” to “Item 8. Financial Statements and Supplementary Data.”

In 2025, we expect capital spending to be in the range of approximately $40.0 million to $50.0 million, of which we are contractually committed to $2.9 million as of December 31, 2024. We plan to fund our capital spending in 2025 with cash from operations and cash on-hand, as well as our existing revolving credit facility, if necessary.

Excluding $3.0 million of inventory purchase commitments, there are no contractual obligations requiring material cash requirements in 2025 and beyond, excluding those already noted, including those related to our outstanding borrowings under our revolving credit facility, our operating and finance lease obligations and our pension benefit and other postretirement benefit obligations, which are discussed in “Note 9 – Debt,” “Note 6 – Leases” and “Note 8 – Postretirement Benefits,” to “Item 8. Financial Statements and Supplementary Data,” respectively.

We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have a current or future material effect on our results of operations or financial position.

The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 as of December 31, 2024. For additional information regarding the Fifth Amended Credit Agreement, refer to “Note 9 – Debt” to “Item 8. Financial Statements and Supplementary Data.”

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which require management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances and believe that appropriate reserves have been established using reasonable methodologies and appropriate assumptions based on facts and circumstances that are known; however, actual results may differ from these estimates under different assumptions or conditions. Certain accounting policies may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. A summary of our critical accounting estimates is presented below:

We endeavor to maintain insurance coverage with reasonable deductible levels to protect us from potential exposures to product liability claims. Any liability associated with such claims is based on management’s best estimate of the potential claim value, while insurance recoverables associated with related claims are not recorded until verified by the insurance carrier.

For asbestos-related claims, we recognize projected asbestos liabilities and related insurance recoverables, with any difference between the liability and related insurance recoverable recognized as an expense in the consolidated statements of operations. Our estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties. The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these assumptions are subject to even greater uncertainty as the projection period lengthens. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.

Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoveries may not be realized. We believe it is reasonably possible that we may incur additional charges for our asbestos liabilities and defense costs in the future that could exceed existing reserves and insurance recoveries. We plan to continue to vigorously defend ourselves and believe we have substantial unutilized insurance coverage to mitigate future costs related to this matter.

We review our asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time we would analyze these projections. We believe the assumptions made on the potential exposure and expected insurance coverage are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation.

As of December 31, 2024, the estimated liabilities and estimated insurance recoveries for all current and future indemnity and defense costs projected through 2064 were $57.5 million and $52.3 million, respectively.

•Foreign Currency Risk

Our financial results are affected by changes in foreign exchange rates and economic conditions in foreign countries in which we operate. Our primary overseas markets are in Europe and Asia, thus exposing us to exchange rate risk from fluctuations in the euro, the Chinese renminbi, the British pound, the Japanese yen, the South Korean won and certain other currencies. We seek to mitigate exposure to variability in currency exchange rates, when possible, through the use of natural hedges, whereby purchases and sales in the same foreign currency and with similar maturity dates offset one another. We further seek to mitigate this exposure through hedging activities by entering into foreign exchange forward contracts with third parties when the use of natural hedges is not possible or desirable. We currently do not use derivative instruments for trading or speculative purposes. We monitor foreign exchange risks and at times manage such risks on specific transactions. Our risk management process primarily uses analytical techniques and sensitivity analysis. In 2024, a 10% strengthening of the U.S. dollar relative to other currencies would have resulted in a decrease to net sales and net income of approximately $8.6 million and $4.1 million, respectively, while a 10% weakening of the U.S. dollar relative to other currencies would have resulted in an increase to net sales and net income of approximately $10.5 million and $4.9 million, respectively. These impacts are not reflective of the effects of our foreign currency forward contracts.

•Interest Rate Risk

As of December 31, 2024, we had no borrowings outstanding under our revolving credit facility. The interest charged on these borrowings fluctuates with movements in the benchmark SOFR. As of December 31, 2024, the interest rate on our revolving credit facility was 6.30%, and a 100-basis point increase in SOFR would have increased the amount of interest expense by an immaterial amount for the year ended December 31, 2024.

•Commodity Risk

We are subject to fluctuations in the cost of raw materials used to manufacture our materials and products. In particular, we are exposed to market fluctuations in commodity pricing as we utilize certain materials, such as copper and ceramic, which are key materials in certain of our products. In order to minimize the risk of market driven price changes in these commodities, we utilize hedging strategies to insulate us against price fluctuations of copper, the most frequently used commodity in our manufacturing processes. We currently do not use hedging strategies to minimize the risk of price fluctuations on other commodity-based raw materials; however, we regularly review such strategies to hedge market risk on an ongoing basis.

For additional discussion, refer to “Note 3 – Derivatives and Hedging” to “Item 8. Financial Statements and Supplementary Data.”

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 238)

To the Board of Directors and Shareholders of Rogers Corporation

We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 1 and 10 to the consolidated financial statements, the Company's consolidated asbestos-related liabilities and asbestos-related insurance recoverables balances were $57.5 million and $52.3 million, respectively, as of December 31, 2024. Management reviews the asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time management would analyze these projections. Management recognizes a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable.

In connection with the recognition of liabilities for asbestos-related matters, management records asbestos-related insurance recoverables that are deemed probable. Management's estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis, respectively, prepared annually by third parties. The claim projection analysis contains numerous assumptions, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.

The principal considerations for our determination that performing procedures relating to asbestos-related liabilities and insurance recoverables is a critical audit matter are (i) the significant judgement by management when determining the asbestos-related liabilities and insurance recoverables; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates used in the claim projection analysis; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the analyses of the asbestos-related liabilities and insurance recoverables. These procedures also included, among others (i) testing management's process for determining the asbestos-related liabilities and insurance recoverables estimates; (ii) evaluating the appropriateness of the claim projection and insurance usage analyses; (iii) testing the completeness and accuracy of the underlying data used in the analyses; and (iv) evaluating the reasonableness of significant assumptions used by management related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates. Professionals with specialized skill and knowledge were used to assist in evaluating management's analyses and significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates.

For each of the fiscal years in the three-year period ended December 31, 2024

(Dollars and shares in millions, except per share amounts)			2024						2023						2022
Net sales			$	830.1					$	908.4					$	971.2
Cost of sales			553.0						601.3						650.2
Gross margin			277.1						307.1						321.0
Selling, general and administrative expenses			193.4						202.3						218.8
Research and development expenses			34.6						35.7						35.2
Restructuring and impairment charges			24.1						16.9						66.6
Other operating (income) expense, net			0.1						(33.1)						(144.0)
Operating income			24.9						85.3						144.4
Equity income in unconsolidated joint ventures			1.4						1.8						4.4
Other income (expense), net			8.8						(0.7)						1.1
Interest expense, net			(0.8)						(10.1)						(9.5)
Income before income tax expense			34.3						76.3						140.4
Income tax expense			8.2						19.7						23.8
Net income			$	26.1					$	56.6					$	116.6
Basic earnings per share			$	1.40					$	3.04					$	6.21
Diluted earnings per share			$	1.40					$	3.03					$	6.15
Shares used in computing:
Basic earnings per share			18.6						18.6						18.8
Diluted earnings per share			18.6						18.7						19.0

For each of the fiscal years in the three-year period ended December 31, 2024

(Dollars in millions)			2024						2023						2022
Net income			$	26.1					$	56.6					$	116.6
Foreign currency translation adjustment			(29.9)						18.8						(40.0)
Pension and other postretirement benefits:
Actuarial net gain (loss) incurred, net of tax (Note 2)			0.7						(0.4)						(0.2)
Pension settlement charges, net of tax (Note 2)			—						0.1						—
Amortization of loss, net of tax (Note 2)			0.3						0.3						0.2
Other comprehensive income (loss)			(28.9)						18.8						(40.0)
Comprehensive income (loss)			$	(2.8)					$	75.4					$	76.6

For each of the fiscal years in the three-year period ended December 31, 2024

(Dollars and share amounts in millions)			2024						2023						2022
Capital Stock
Balance, beginning of period			$	18.6					$	18.6					$	18.7
Shares issued for vested restricted stock units, net of shares withheld for taxes			0.1						—						0.1
Shares issued for employee stock purchase plan			—						—						—
Shares repurchased			(0.2)						—						(0.2)
Other capital stock activity			—						—						—
Balance, end of period			18.5						18.6						18.6
Additional Paid-In Capital
Balance, beginning of period			151.8						140.7						163.6
Shares issued for vested restricted stock units, net of shares withheld for taxes			(1.5)						(3.2)						(10.9)
Shares issued for employee stock purchase plan			1.5						—						—
Equity compensation expense			15.1						14.3						11.8
Shares repurchased			(19.6)						—						(24.8)
Other additional paid-in capital activity			—						—						1.0
Balance, end of period			147.3						151.8						140.7
Retained Earnings
Balance, beginning of period			1,155.0						1,098.4						981.8
Net income			26.1						56.6						116.6
Balance, end of period			1,181.1						1,155.0						1,098.4
Accumulated Other Comprehensive Loss
Balance, beginning of period			(66.4)						(85.2)						(45.2)
Other comprehensive income (loss)			(28.9)						18.8						(40.0)
Balance, end of period			(95.3)						(66.4)						(85.2)
Total Shareholders’ Equity			$	1,251.6					$	1,259.0					$	1,172.5

For each of the fiscal years in the three-year period ended December 31, 2024

(Dollars in millions)			2024						2023						2022
Operating Activities:
Net income			$	26.1					$	56.6					$	116.6
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			49.4						51.1						45.9
Equity compensation expense			15.1						14.3						11.8
Deferred income taxes			(17.3)						(3.6)						(20.6)
Equity in undistributed income of unconsolidated joint ventures			(1.4)						(1.8)						(4.4)
Dividends received from unconsolidated joint ventures			2.5						4.3						4.7
Gain on JV Separation Agreement transactions			(7.7)						—						—
Gain on sale of business			—						(0.7)						—
(Gain) loss on sale or disposal of property, plant and equipment			0.1						(2.6)						0.5
Impairment charges			7.9						—						65.1
Other non-cash charges, net			2.5						0.6						0.4
Changes in assets and liabilities:
Accounts receivable			19.0						(10.8)						(32.3)
Proceeds from insurance related to operations			4.1						25.6						1.2
Contract assets			20.2						(5.9)						(3.9)
Inventories, net			7.5						28.3						(51.6)
Other current assets			2.8						4.2						(6.3)
Accounts payable and other accrued expenses			4.0						(26.6)						(8.8)
Other, net			(7.7)						(1.6)						11.2
Net cash provided by operating activities			127.1						131.4						129.5
Investing Activities:
Capital expenditures			(56.1)						(57.0)						(116.8)
Acquisition of business, net of cash received			—						—						(3.6)
Disposition of business			—						1.7						—
Net cash from JV Separation Agreement transactions			8.1						—						—
Proceeds from the sale of marketable equity securities			1.5						—						—
Purchases of marketable equity securities			(0.5)						—						—
Proceeds from the sale of property, plant and equipment, net			1.4						5.6						—
Proceeds from insurance claims			—						1.8						7.3
Net cash used in investing activities			(45.6)						(47.9)						(113.1)
Financing Activities:
Proceeds from borrowings under revolving credit facility			—						—						100.0
Repayment of debt principal and finance lease obligations			(30.4)						(185.4)						(75.3)
Line of credit issuance costs			—						(1.7)						—
Payments of taxes related to net share settlement of equity awards			(1.4)						(3.2)						(10.8)
Proceeds from issuance of shares to employee stock purchase plan			1.5						—						1.0
Share repurchases			(19.8)						—						(25.0)
Net cash used in financing activities			(50.1)						(190.3)						(10.1)
Effect of exchange rate fluctuations on cash			(3.3)						2.6						(2.7)
Net increase (decrease) in cash and cash equivalents			28.1						(104.2)						3.6
Cash and cash equivalents at beginning of period			131.7						235.9						232.3
Cash and cash equivalents at end of period			$	159.8					$	131.7					$	235.9
Supplemental Disclosures:
Accrued capital additions			$	8.4					$	5.9					$	6.7
Cash paid during the year for:
Interest, net of amounts capitalized			$	1.7					$	10.4					$	9.7
Income taxes, net of refunds			$	19.5					$	6.9					$	60.8

As used herein, the terms “Company,” “Rogers,” “we,” “us,” “our” and similar terms mean Rogers Corporation and its consolidated subsidiaries, unless the context indicates otherwise.

The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, after elimination of intercompany balances and transactions. The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Our reporting structure is comprised of three operating segments: AES, EMS and Other.

Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g., ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets. We believe these materials have characteristics that offer performance and other functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our AES products include: curamik®, ROLINX®, RO4000® Series, RO3000® Series, RT/duroid®, CLTE Series®, TMM®, AD Series®, DiClad® Series, CuClad® Series, Kappa®, COOLSPAN®, TC Series®, IsoClad® Series, MAGTREX®, IM Series™, 2929 Bondply, SpeedWave® Prepreg, RO4400™/RO4400T™ Series and Radix™. As of December 31, 2024, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; Evergem, Belgium; and Apodoca, Mexico.

Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets; customized silicones used in flex heater and semiconductor thermal applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense and medical markets; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for EV/HEV, general industrial, automotive and aerospace and defense markets. We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, fabricators, distributors and OEMs. Trade names for our EMS products include: PORON®, BISCO®, DeWAL®, ARLON®, eSorba®, XRD®, Silicone Engineering and R/bak®. As of December 31, 2024, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Evergem, Belgium; Blackburn, England; Siheung, South Korea; and Suzhou, China.

Highly liquid investments with original maturities of three months or less are considered cash and cash equivalents. These investments are stated at cost, which approximates fair value.

All balance sheet accounts of foreign subsidiaries are translated or remeasured at exchange rates in effect at each year end, and income statement items are translated using the average exchange rates for the year. Translation adjustments for those entities that operate under a local currency are recorded directly to a separate component of shareholders’ equity, while remeasurement adjustments for those entities that operate under the parent’s functional currency are recorded in the “Other income (expense), net” line item in the consolidated statements of operations. Currency transaction gains and losses are recorded as income or expense, respectively, in the “Other income (expense), net” line item in the consolidated statements of operations. For the financial statement impacts, refer to Other Income (Expense), net table in “Note 14 – Supplemental Financial Information.”

Our accounts receivable, net of allowance for credit losses line item in the consolidated statements of financial position include trade receivables, insurance receivables, tax receivables and other miscellaneous receivables.

The allowance for credit losses is determined based on a variety of factors that affect the potential collectability of the related receivables, including the length of time receivables are past due, customer credit ratings, financial stability of customers, specific one-time events and past customer history. In addition, in circumstances where we are made aware of a specific customer’s inability to meet its financial obligations, a specific allowance is established. The majority of accounts are individually evaluated on a regular basis and appropriate reserves are established as deemed appropriate based on the criteria previously mentioned. The remainder of the reserve is based on our estimates and takes into consideration historical trends, market conditions and the composition of our customer base.

Inventories are stated at the lower of cost or net realizable value with costs determined primarily on a first-in, first-out basis. We record allowances for estimated losses due to excess, obsolete and slow-moving inventory that is determined for groups of products based on purchases in the recent past and/or expected future demand, as well as market conditions, design cycles and other economic factors. Abnormal amounts of idle facility expense and waste are not capitalized in inventory. The allocation of fixed production overheads to the inventory cost is based on the normal capacity of the production facilities.

Property, plant and equipment are stated on the basis of cost. For financial reporting purposes, provisions for depreciation are calculated on a straight-line basis over the following estimated useful lives of the underlying assets:

We capitalize certain internal and external costs of computer software developed or obtained for internal use, principally related to software coding, software configuration, designing system interfaces and installation and testing of the software. We amortize capitalized internal use software costs using the straight-line method over the estimated useful lives of the software, generally from three to five years. Our capitalized software and development costs contained in “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

The December 31, 2024 and 2023 balances were almost entirely attributable to our new ERP system still in development, for which useful lives will be determined upon implementation/completion of the project.

Additionally, we had a $6.0 million net balance as of December 31, 2024 related to our cloud computing arrangements, which was contained in “Other long-term assets” and “Other current assets” line items in the consolidated statements of financial position.

We determine whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.

Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. We use an incremental borrowing rate representative of our ability to borrow on a collateralized basis over a similar lease term. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. We have elected the following policy elections on adoption: separating lease and non-lease components, exclusion of short-term leases on the balance sheet and recognition of lease payments for short-term leases in the consolidated statements of operations on a straight-line basis.

We have made acquisitions over the years that included the recognition of intangible assets. Intangible assets are classified into three categories: (1) goodwill; (2) other intangible assets with definite lives subject to amortization; and (3) other intangible assets with indefinite lives not subject to amortization. Other intangible assets can include items such as trademarks and trade names, licensed technology, customer relationships and covenants not to compete, among other things. Each definite-lived other intangible asset is amortized over its respective economic useful life using the economic attribution method.

Goodwill is evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative goodwill impairment assessment is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit may be more likely than not less than its carrying amount or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment assessment would be required. We can elect to forgo the qualitative assessment and perform a quantitative assessment. The quantitative assessment compares the fair value of a reporting unit with its carrying amount. The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit. Determining the fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin, discount rates, terminal growth rates and future market conditions, among others. When performing the quantitative assessment, we have historically estimated the fair value of our reporting units using an income approach based on the present value of future cash flows through a five-year discounted cash flow analysis. Upon performing the quantitative assessment, if the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

We currently have four reporting units with goodwill: RF Solutions, EMS, curamik® and Elastomer Components Division. Consistent with historical practice, the annual impairment test on these reporting units was performed as of November 30, 2024. In 2024, we elected to utilize a qualitative assessment. There were no impairment charges resulting from our goodwill impairment assessment for the year ended December 31, 2024. Our RF Solutions, EMS, curamik® and ECD reporting units had allocated goodwill of $51.7 million, $241.7 million, $62.0 million and $2.2 million, respectively, as of December 31, 2024.

Indefinite-lived other intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative indefinite-lived other intangible asset impairment assessment is necessary. If it is determined, based on qualitative factors, the fair value of the indefinite-lived other intangible asset may be more likely than not less than its carrying amount or if significant changes to macro-economic factors related to the indefinite-lived other intangible asset have occurred that could materially impact fair value, a quantitative indefinite-lived other intangible asset impairment assessment would be required. We can elect to forgo the qualitative assessment and perform a quantitative assessment. The quantitative assessment compares the fair value of the indefinite-lived other intangible asset with its carrying amount. The application of the quantitative assessment requires significant judgment, including determining the fair value of each indefinite-lived other intangible asset. Fair value is primarily based on income approaches using discounted cash flow models, which have significant assumptions. Such assumptions are subject to variability from year to year and are directly impacted by global market conditions. There were no impairment charges resulting from our indefinite-lived other intangible assets impairment assessment for the year ended December 31, 2024.

Our curamik® reporting unit had an indefinite-lived other intangible asset of $4.1 million as of December 31, 2024.

Definite-lived other intangible assets are tested for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable. The recoverability test involves comparing the estimated sum of the undiscounted cash flows for each definite-lived other intangible asset to its respective carrying value. If a definite-lived other intangible asset’s carrying value is greater than the sum of its undiscounted cash flows, then the definite-lived other intangible asset’s carrying value is compared to its estimated fair value and an impairment charge is recognized for the excess and charged to operations. The application of the recoverability test requires significant judgment, including the identification of the asset group and determination of undiscounted cash flows and fair value of the underlying definite-lived other intangible asset. Determination of undiscounted cash flows requires the use of significant estimates and assumptions, including certain financial projections. Fair value is primarily based on income approaches using discounted cash flow models, which have significant assumptions. Such assumptions are subject to variability from year to year and are directly impacted by global market conditions. There were no impairment charges resulting from our definite-lived other intangible assets impairment analysis for the year ended December 31, 2024. Our EMS and curamik® reporting units had definite-lived other intangible assets of $104.0 million and $2.2 million, respectively, as of December 31, 2024.

The useful life determination for each indefinite-lived other intangible asset is evaluated each reporting period to determine whether events and circumstances support an indefinite useful life. The useful life determination for each definite-lived other intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

We sponsor one material defined benefit pension plan, the Union Plan, which covers certain union employees, and we sponsor multiple fully insured or self-funded medical plans and fully insured life insurance plans for retirees. The Union Plan was frozen in 2013 so that future benefits no longer accrue. The costs and obligations associated with these plans are dependent upon various actuarial assumptions used in calculating such amounts. These assumptions include discount rates, long-term rates of return on plan assets, mortality rates, and other factors. The assumptions used in these models are determined as follows: (i) the discount rate used is based on the PruCurve bond index; (ii) the long-term rate of return on plan assets is determined based on historical portfolio results, market conditions and our expectations of future returns; and (iii) the mortality rate is based on a mortality projection that estimates current longevity rates and their impact on the long-term plan obligations. We determine these assumptions based on consultation with outside actuaries and investment advisors. Any changes in these assumptions could have a significant impact on our assets and liabilities. We review these assumptions periodically throughout the year and update as necessary.

We are required, as an employer, to: (a) recognize in the consolidated statements of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and a plan’s obligations that determine our funded status as of the end of the year; and (c) recognize changes in the funded status of a defined benefit plan in the year in which the changes occur and report these changes in accumulated other comprehensive loss. Additionally, actuarial losses (gains) that are not immediately recognized as net periodic pension cost (credit) are recognized as a component of accumulated other comprehensive loss (income) and amortized into net periodic pension cost (credit) in future periods.

Investments were stated at fair value as of the dates reported. Securities traded on a national securities exchange were valued at the last reported sales price on the last business day of the plan year. Fixed-income bonds were valued using price evaluations provided by independent pricing services. The fair value of the guaranteed deposit account was determined through discounting expected future investment cash flow from both investment income and repayment of principal for each investment purchased. The estimated fair values of the participation units owned by the plan in pooled separate accounts were based on quoted redemption values and adjusted for management fees and asset charges, as determined by the recordkeeper, on the last business day of the relevant plan year. Pooled separate accounts are accounts established solely for the purpose of investing the assets of one or more plans. Funds in a separate account are not commingled with other Company assets for investment purposes.

We accrue for our environmental investigation, remediation, operating and maintenance costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. For environmental matters, the most likely cost to be incurred is accrued based on an evaluation of currently available facts with respect to each individual site, including existing technology, current laws and regulations and prior remediation experience. For sites with multiple potential responsible parties, we consider our likely proportionate share of the anticipated remediation costs and the ability of the other parties to fulfill their obligations in establishing a provision for those costs. When no amount within a range of estimates is more likely to occur than another, we accrue to the low end of the range and disclose the range. When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance reimbursement amount.

We are exposed to the uncertain nature inherent in such remediation and the possibility that initial estimates will not reflect the final outcome of a matter.

We review our asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time we would analyze these projections. We believe the assumptions made on the potential exposure and expected insurance coverage are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation. Our estimates of asbestos-related contingent liabilities and asbsestos-related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties. The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these assumptions are subject to even greater uncertainty as the projection period lengthens. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.

We believe the assumptions used in our models for determining our potential exposure and related insurance coverage are reasonable at the present time, but such assumptions are inherently uncertain. Given the inherent uncertainty in making projections, we plan to re-examine periodically the assumptions used in the projections of current and future asbestos claims, and we will update them, if needed, based on our experience, changes in the assumptions underlying our models, and other relevant factors, such as changes in the tort system. Our accrued asbestos liabilities may not approximate our actual asbestos-related indemnity and defense costs, and our accrued insurance recoveries may not be realized. We believe that it is reasonably possible that we may incur additional charges for our asbestos liabilities and defense costs in the future that could exceed existing reserves and insurance recoveries.

The accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

•Level 1 – Quoted prices in active markets for identical assets or liabilities.

•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Management believes that the carrying values of financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities approximate fair value based on the maturities of these instruments. The fair value of our borrowings under our revolving credit facility are determined using discounted cash flows based upon our estimated current interest cost for similar type borrowings or current market value, which falls under Level 2 of the fair value hierarchy. Based on our credit characteristics as of December 31, 2024, borrowings would generally bear interest at SOFR plus 162.5 basis points. As the current borrowings under the Fifth Amended Credit Agreement bear interest at adjusted 1-month SOFR plus 162.5 basis points, we believe the carrying value of our borrowings approximates fair value.

We are exposed to certain risks related to our ongoing business operations, and, from time to time, we manage these risk exposures by utilizing derivative financial instruments. We do not utilize derivative financial instruments for trading or speculative purposes. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk and commodity pricing risk (primarily related to copper).

To qualify for hedge accounting treatment, derivatives used for hedging purposes must be designated and deemed effective as a hedge of the identified underlying risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.

For those derivative instruments that qualify for hedge accounting treatment, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument are recorded as a component of “Other comprehensive income (loss)” in the consolidated statements of comprehensive income, with the derivative hedging instrument impacts being reclassified to earnings when the hedged item impacts earnings. For those derivative instruments that do not qualify for hedge accounting treatment, any related gains and losses are recognized as a component of “Other income (expense), net” line item in the consolidated statements of operations. For additional information, refer to “Note 3 – Derivatives and Hedging.”

We extend credit on an uncollateralized basis to almost all customers. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts that constitute our customer base. We routinely perform credit evaluations on our customers. As of December 31, 2024 and 2023, there were no customers that individually accounted for more than 10% of total accounts receivable. We did not experience significant credit losses on customers’ accounts in 2024, 2023 or 2022.

We are subject to credit and market risk by using derivative instruments. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value of the derivative instrument. We seek to minimize counterparty credit (or repayment) risk by entering into derivative transactions with major financial institutions with investment grade credit ratings.

We invest excess cash principally in investment grade government securities and time deposits. We have established guidelines relative to diversification and maturities in order to maintain safety and liquidity. These guidelines are periodically reviewed and modified to reflect changes in market conditions.

We are subject to income taxes in the U.S. and in numerous foreign jurisdictions. We account for income taxes following ASC 740, Income Taxes, recognizing deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of a deferred tax asset will not be realized.

We record benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain position is recognized. If the threshold is met, we recognize the largest amount of the tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement.

We recognize interest and penalties within the “Income tax expense” line item in the consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line item in the consolidated statements of financial position.

Recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the providing entity expects to be entitled in exchange for those goods or services. We recognize revenue when all of the following criteria are met: (1) we have entered into a binding agreement, (2) the performance obligations have been identified, (3) the transaction price to the customer has been determined, (4) the transaction price has been allocated to the performance obligations in the contract, and (5) the performance obligations have been satisfied. The majority of our shipping terms permit us to recognize revenue at point of shipment. Some shipping terms require the goods to be cleared through customs or be received by the customer before title passes. In those instances, revenue is not recognized until either the customer has received the goods or they have passed through customs, depending on the circumstances. Shipping and handling costs are treated as fulfillment costs. Sales tax or VAT are excluded from the measurement of the transaction price.

We manufacture some products to customer specifications which are customized to such a degree that it is unlikely that another entity would purchase these products or that we could modify these products for another customer. These products are deemed to have no alternative use to the Company whereby we have an enforceable right to payment evidenced by contractual termination clauses. In accordance with ASC 606, for those circumstances we recognize revenue on an over-time basis. Revenue recognition does not occur until the product meets the definition of “no alternative use” and therefore, items that have not yet reached that point in the production process are not included in the population of items with over-time revenue recognition.

As appropriate, we record estimated reductions to revenue for customer returns, allowances, and warranty claims. Provisions for such reductions are made at the time of sale and are typically derived from historical trends and other relevant information.

Equity compensation mainly consists of expense related to restricted stock units and deferred stock units.

Performance-based restricted stock unit compensation expense is based on achievement of both market and service conditions. The fair value of these awards is determined based on a Monte Carlo simulation valuation model on the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards.

Time-based restricted stock unit compensation expense is based on the achievement of only service conditions. The fair value of these awards is determined based on the market value of the underlying stock price on the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period.

Deferred stock units, which are granted to non-management directors, are fully vested on the date of grant and the related shares are generally issued on the 13-month anniversary of the grant date unless the director elects to defer the receipt of those shares. The fair value of these awards is determined based on the market value of the underlying stock price on the grant date. The compensation related to these grants is expensed immediately on the date of grant.

The application of the acquisition method requires the allocation of the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination. Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.

We record charges associated with restructuring activities, such as employee termination benefits, when management approves and commits to a plan of termination, or over the future service period, if any. Other costs associated with restructuring activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, and facility and employee relocation costs.

Advertising costs are expensed as incurred and included in the "Selling, general and administrative expenses” line item of the consolidated statements of operations, amounted to $2.8 million, $3.5 million, and $3.3 million in 2024, 2023 and 2022, respectively.

Certain reclassifications have been made in the 2023 and 2022 financial statements and notes to conform to the 2024 presentation.

The changes in accumulated other comprehensive loss by component for each of the fiscal years in the two-year period ended December 31, 2024 were as follows:

(Dollars in millions)			Foreign Currency Translation Adjustments						Pension and Other Postretirement Benefits(1)						Total
Balance as of December 31, 2022			$	(75.6)					$	(9.6)					$	(85.2)
Other comprehensive income (loss) before reclassifications			18.8						(0.4)						18.4
Amounts reclassified to earnings			—						0.4						0.4
Net other comprehensive income (loss) for period			18.8						—						18.8
Balance as of December 31, 2023			(56.8)						(9.6)						(66.4)
Other comprehensive income (loss) before reclassifications			(26.9)						0.7						(26.2)
Amounts reclassified to earnings			(3.0)						0.3						(2.7)
Net other comprehensive income (loss) for period			(29.9)						1.0						(28.9)
Balance as of December 31, 2024			$	(86.7)					$	(8.6)					$	(95.3)

(1) Net of taxes of $1.5 million, $1.8 million and $1.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The reclassification of impacts to the consolidated statements of operations for our pension and other postretirement benefits amortization and settlements in 2024 and 2023 were as follows:

(1) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (credit). For additional details, refer to “Note 8 – Postretirement Benefits.”

The valuation of our derivative contracts used to manage their respective risks is described below:

•Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.

•Commodity – The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.

As of December 31, 2024, we did not have any derivative contracts that qualified for hedge accounting treatment.

Derivative instrument gains and losses are recorded as income or expense in the “Other income (expense), net” line item in the consolidated statements of operations. For the financial statement impacts, refer to Other Income (Expense), net table in “Note 14 – Supplemental Financial Information.”

In 2024, we entered into U.S. dollar, euro, South Korean won, Hungarian forint and Japanese yen forward contracts. We entered into these foreign currency forward contracts to mitigate certain global transactional exposures. These contracts do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in the “Other income (expense), net” line item in the consolidated statements of operations in the period in which the adjustment occurred.

As of December 31, 2024, the notional values of these foreign currency forward contracts were as follows: