ROGERS CORP 10-K

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 Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 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, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions 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. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Silicone Engineering Ltd. from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a purchase business combination during 2021. We have also excluded Silicone Engineering Ltd. from our audit of internal control over financial reporting. Silicone Engineering Ltd. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.0% and 0.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021. Definition and Limitations of Internal Control over Financial Reporting 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 29 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Asbestos-Related Liabilities and Insurance Receivables As described in Notes 1 and 12 to the consolidated financial statements, the Company’s consolidated asbestos-related liabilities and asbestos-related insurance receivables balances were $68.3 million and $62.6 million, respectively, as of December 31, 2021. 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 receivables that are deemed probable. Management’s estimates of asbestos-related contingent liabilities and related insurance receivables 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 receivables is a critical audit matter are (i) the significant judgment by management when determining the asbestos-related liabilities and insurance receivables; (ii) a high degree of auditor judgment, 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 receivables. These procedures also included, among others (i) testing management’s process for determining the asbestos-related liabilities and insurance receivables 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. Acquisition of Silicone Engineering Ltd. - Valuation of Customer Relationships Intangible Asset As described in Notes 1 and 17 to the consolidated financial statements, on October 8, 2021, the Company acquired Silicone Engineering Ltd. for a combined purchase price of $172.3 million, net of cash acquired, and its facility. This acquisition resulted in the recognition of $73.6 million of other intangible assets, including a customer relationships intangible asset of $48.9 million. As disclosed by management, the customer relationships intangible asset was valued using the multi-period 30 excess earnings method of the income approach. Significant assumptions used in the valuation include projected revenues and gross margins, customer attrition rate, and an appropriate discount rate. The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset from the acquisition of Silicone Engineering Ltd. is a critical audit matter are (i) the significant judgment by management when determining the fair value of the customer relationships intangible asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, customer attrition rate, and discount rate; 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 acquisition accounting, including controls over management’s valuation of the customer relationships intangible asset. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the customer relationships intangible asset; (iii) evaluating the appropriateness of the multi-period excess earnings method; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, customer attrition rate, and discount rate. Evaluating management’s significant assumptions related to projected revenues and customer attrition rate involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of Silicone Engineering Ltd.; (ii) the consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Phoenix, Arizona February 22, 2022 We have served as the Company’s auditor since 2015. 31 ROGERS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For each of the fiscal years in the three-year period ended December 31, 2021 (Dollars and shares in thousands, except per share amounts) 2021 2020 2019 Net sales $ 932,886 $ 802,583 $ 898,260 Cost of sales 583,747 510,763 583,968 Gross margin 349,139 291,820 314,292 Selling, general and administrative expenses 193,153 182,283 168,682 Research and development expenses 29,904 29,320 31,685 Restructuring and impairment charges 3,570 12,987 2,485 Other operating (income) expense, net 5,330 ( 104 ) 959 Operating income 117,182 67,334 110,481 Equity income in unconsolidated joint ventures 7,032 4,877 5,319 Pension settlement charges ( 534 ) ( 55 ) ( 53,213 ) Other income (expense), net 5,136 3,513 ( 592 ) Interest expense, net ( 2,536 ) ( 7,135 ) ( 6,869 ) Income before income tax expense 126,280 68,534 55,126 Income tax expense 18,147 18,544 7,807 Net income $ 108,133 $ 49,990 $ 47,319 Basic earnings per share $ 5.77 $ 2.68 $ 2.55 Diluted earnings per share $ 5.73 $ 2.67 $ 2.53 Shares used in computing: Basic earnings per share 18,731 18,681 18,573 Diluted earnings per share 18,863 18,706 18,713 The accompanying notes are an integral part of the consolidated financial statements. 32 ROGERS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For each of the fiscal years in the three-year period ended December 31, 2021 (Dollars in thousands) 2021 2020 2019 Net income $ 108,133 $ 49,990 $ 47,319 Foreign currency translation adjustment ( 25,070 ) 24,907 ( 4,990 ) Pension and other postretirement benefits: Pension settlement (benefits) charges, net of tax (Note 4) — ( 48 ) 43,934 Actuarial net gain (loss) incurred, net of tax (Note 4) ( 823 ) 1,255 ( 6,079 ) Amortization of loss, net of tax (Note 4) 225 244 390 Derivative instrument designated as cash flow hedge: Change in unrealized loss before reclassifications, net of tax (Note 4) — ( 1,504 ) ( 1,171 ) Unrealized loss (gain) reclassified into earnings, net of tax (Note 4) — 2,476 ( 155 ) Other comprehensive income (loss) ( 25,668 ) 27,330 31,929 Comprehensive income $ 82,465 $ 77,320 $ 79,248 The accompanying notes are an integral part of the consolidated financial statements. 33 ROGERS CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, (Dollars and share amounts in thousands, except par value of capital stock) 2021 2020 Assets Current assets Cash and cash equivalents $ 232,296 $ 191,785 Accounts receivable, less allowance for credit losses of $ 1,223 and $ 1,682 163,092 134,421 Contract assets 36,610 26,575 Inventories 133,384 102,360 Prepaid income taxes 1,921 2,960 Asbestos-related insurance receivables, current portion 3,176 2,986 Other current assets 13,586 13,088 Total current assets 584,065 474,175 Property, plant and equipment, net of accumulated depreciation of $ 367,850 and $ 365,844 326,967 272,378 Investments in unconsolidated joint ventures 16,328 15,248 Deferred income taxes 32,671 28,667 Goodwill 370,189 270,172 Other intangible assets, net of amortization 176,353 118,026 Pension assets 5,123 5,278 Asbestos-related insurance receivables, non-current portion 59,391 63,807 Other long-term assets 27,479 16,254 Total assets $ 1,598,566 $ 1,264,005 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 64,660 $ 35,987 Accrued employee benefits and compensation 48,196 41,708 Accrued income taxes payable 9,632 8,558 Asbestos-related liabilities, current portion 3,841 3,615 Other accrued liabilities 37,620 21,641 Total current liabilities 163,949 111,509 Borrowings under revolving credit facility 190,000 25,000 Pension and other postretirement benefits liabilities 1,618 1,612 Asbestos-related liabilities, non-current portion 64,491 69,620 Non-current income tax 7,131 16,346 Deferred income taxes 29,451 8,375 Other long-term liabilities 23,031 10,788 Commitments and contingencies (Note 10 and Note 12) Shareholders’ equity Capital stock - $ 1 par value; 50,000 authorized shares; 18,730 and 18,677 shares issued and outstanding, respectively 18,730 18,677 Additional paid-in capital 163,583 147,961 Retained earnings 981,825 873,692 Accumulated other comprehensive loss ( 45,243 ) ( 19,575 ) Total shareholders' equity 1,118,895 1,020,755 Total liabilities and shareholders' equity $ 1,598,566 $ 1,264,005 The accompanying notes are an integral part of the consolidated financial statements. 34 ROGERS CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For each of the fiscal years in the three-year period ended December 31, 2021 (Dollars and share amounts in thousands) 2021 2020 2019 Capital Stock Balance, beginning of period $ 18,677 $ 18,577 $ 18,395 Shares issued for vested restricted stock units, net of shares withheld for taxes 29 82 144 Stock options exercised — — 11 Shares issued for employee stock purchase plan 14 13 15 Shares issued to directors 10 5 12 Balance, end of period 18,730 18,677 18,577 Additional Paid-In Capital Balance, beginning of period 147,961 138,526 132,360 Shares issued for vested restricted stock units, net of shares withheld for taxes ( 2,910 ) ( 5,439 ) ( 7,694 ) Stock options exercised — — 333 Shares issued for employee stock purchase plan 1,548 1,347 1,234 Shares issued to directors ( 10 ) ( 5 ) ( 12 ) Equity compensation expense 16,994 13,532 12,305 Balance, end of period 163,583 147,961 138,526 Retained Earnings Balance, beginning of period 873,692 823,702 776,403 Net income 108,133 49,990 47,319 Cumulative-effect adjustment for lease accounting — — ( 20 ) Balance, end of period 981,825 873,692 823,702 Accumulated Other Comprehensive Loss Balance, beginning of period ( 19,575 ) ( 46,905 ) ( 78,834 ) Other comprehensive income (loss) ( 25,668 ) 27,330 31,929 Balance, end of period ( 45,243 ) ( 19,575 ) ( 46,905 ) Total Shareholders’ Equity $ 1,118,895 $ 1,020,755 $ 933,900 The accompanying notes are an integral part of the consolidated financial statements. 35 ROGERS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For each of the fiscal years in the three-year period ended December 31, 2021 (Dollars in thousands) 2021 2020 2019 Operating Activities: Net income $ 108,133 $ 49,990 $ 47,319 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 43,284 71,425 49,162 Equity compensation expense 16,994 13,532 12,305 Deferred income taxes ( 3,195 ) ( 13,406 ) ( 17,549 ) Equity in undistributed income of unconsolidated joint ventures ( 7,032 ) ( 4,877 ) ( 5,319 ) Dividends received from unconsolidated joint ventures 4,965 7,075 5,375 Pension settlement charges 534 ( 63 ) 53,213 Pension and other postretirement benefits ( 471 ) ( 160 ) ( 943 ) Asbestos-related provision (benefit) ( 220 ) ( 682 ) 1,720 (Gain) loss on sale or disposal of property, plant and equipment ( 880 ) 41 756 Impairment charges 455 639 1,537 UTIS fire fixed asset and inventory write-offs 1,947 — — Provision (benefit) for credit losses ( 279 ) 223 437 Changes in assets and liabilities: Accounts receivable ( 26,197 ) ( 8,934 ) 20,677 Proceeds from insurance/government subsidies related to operations 400 — — Contract assets ( 10,035 ) ( 4,120 ) 273 Inventories ( 34,413 ) 34,687 ( 1,200 ) Pension and postretirement benefit contributions ( 160 ) ( 253 ) ( 103 ) Other current assets 1,723 ( 217 ) ( 1,519 ) Accounts payable and other accrued expenses 36,688 10,084 ( 9,139 ) Other, net ( 7,878 ) 10,072 4,321 Net cash provided by operating activities 124,363 165,056 161,323 Investing Activities: Acquisition of business, net of cash received ( 168,204 ) — — Capital expenditures ( 71,125 ) ( 40,385 ) ( 51,597 ) Proceeds from the sale of property, plant and equipment, net 714 — 9 Return of capital from unconsolidated joint ventures — — 2,625 Net cash used in investing activities ( 238,615 ) ( 40,385 ) ( 48,963 ) Financing Activities: Proceeds from borrowings under revolving credit facility 190,000 150,000 — Line of credit issuance costs — ( 1,862 ) — Repayment of debt principal and finance lease obligations ( 29,624 ) ( 248,330 ) ( 105,886 ) Payments of taxes related to net share settlement of equity awards ( 2,881 ) ( 5,357 ) ( 7,550 ) Proceeds from the exercise of stock options, net — — 344 Proceeds from issuance of shares to employee stock purchase plan 1,562 1,360 1,249 Net cash (used in) provided by financing activities 159,057 ( 104,189 ) ( 111,843 ) Effect of exchange rate fluctuations on cash ( 4,294 ) 4,454 ( 1,406 ) Net increase (decrease) in cash and cash equivalents 40,511 24,936 ( 889 ) Cash and cash equivalents at beginning of period 191,785 166,849 167,738 Cash and cash equivalents at end of period $ 232,296 $ 191,785 $ 166,849 Supplemental Disclosures: Accrued capital additions $ 10,903 $ 715 $ 3,420 Cash paid during the year for: Interest, net of amounts capitalized $ 2,402 $ 7,251 $ 7,762 Income taxes $ 33,788 $ 29,983 $ 17,593 The accompanying notes are an integral part of the consolidated financial statements. 36 ROGERS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Basis of Presentation, Organization and Summary of Significant Accounting Policies 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. Principles of Consolidation 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 accounting principles generally accepted in the United States (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. Organization Through the fourth quarter of 2020, we operated three strategic operating segments: Advanced Connectivity Solutions (ACS), Elastomeric Material Solutions (EMS) and Power Electronics Solutions (PES), with the remaining operations, which represented our non-core businesses, being reported in a four th operating segment, the Other operating segment. In the first quarter of 2021, we completed the realignment of our strategic business segments to reflect the combination of our ACS and PES businesses resulting in a new strategic business segment, Advanced Electronics Solutions (AES). The combination of these two complementary businesses with capabilities in both high power and high frequency applications is expected to enhance our overall value proposition to customers in multiple high-growth markets. As a result of our organizational and reporting structure changes, we re-evaluated the chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation. We determined, based on the financial data utilized by the chief operating decision maker to assess segment performance and allocate resources among the Company’s strategic business segments, that we now have three operating segments under this new organizational and reporting structure: AES, EMS and Other. Reported results for the AES operating segment prior to 2021 represent the aggregation of the results for our former ACS and PES operating segments. Advanced Electronics Solutions Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in electric and hybrid electric vehicles (EV/HEV), wireless infrastructure (i.e., power amplifiers, antennas and small cells), automotive (i.e., advanced driver assistance systems (ADAS), telematics and thermal solutions, aerospace and defense (i.e., antenna systems, communication systems and phased array radar systems), mass transit, clean energy (i.e., variable frequency drives, renewable energy), connected devices (i.e., mobile internet devices and thermal solutions) and wired infrastructure (i.e., computing and IP 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 ® , 92ML™, IsoClad ® Series, MAGTREX™, XTremeSpeed RO1200™ Laminates, IM Series™, 2929 Bondply, 3001 Bondply Film and SpeedWave™ Prepreg. As of December 31, 2021, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Evergem, Belgium; Budapest, Hungary; and Suzhou, China. Elastomeric Material Solutions 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 and printing 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 original equipment manufacturers (OEMs). Trade names for our EMS products include: PORON ® , BISCO ® , DeWAL ® , ARLON ® , eSorba ® , Griswold ® , XRD ® , Silicone Engineering and R/bak ® . 37 As of December 31, 2021, our EMS operating segment had manufacturing and administrative facilities in Moosup, Connecticut; Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Evergem, Belgium; Blackburn, England; Ansan, South Korea; and Suzhou, China. We also own 50 % of two unconsolidated joint ventures: (1) Rogers Inoac Corporation (RIC), a joint venture established in Japan to design, develop, manufacture and sell PORON ® products predominantly for the Japanese market and (2) Rogers INOAC Suzhou Corporation (RIS), a joint venture established in China to design, develop, manufacture and sell PORON ® products primarily for RIC customers in various Asian countries. INOAC Corporation owns the remaining 50 % of both RIC and RIS. RIC has manufacturing facilities at the INOAC facilities in Nagoya and Mie, Japan, and RIS has manufacturing facilities at Rogers’ facilities in Suzhou, China. Other Our Other operating segment consists of elastomer components for applications in general industrial market, as well as elastomer floats for level sensing in fuel tanks, motors, and storage tanks applications in the general industrial and automotive markets. We sell our elastomer components under our ENDUR ® trade name and our floats under our NITROPHYL ® trade name. Summary of Significant Accounting Policies Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. These investments are stated at cost, which approximates fair value. Investments in Unconsolidated Joint Ventures We account for our investments in and advances to unconsolidated joint ventures, both of which are 50 % owned, using the equity method of accounting. Foreign Currency 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 to the income statement as a component of “Other income (expense), net.” Currency transaction gains and losses are reported as income or expense, respectively, in the consolidated statements of operations as a component of “Other income (expense), net.” Such adjustments resulted in gains of $ 3.0 million, gains of $ 0.9 million and losses of $ 0.9 million in 2021, 2020 and 2019, respectively. Allowance for Credit Losses 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 Inventories are stated at the lower of cost or net realizable value with costs determined primarily on a first-in, first-out (FIFO) 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. Our “Inventories” line item in the consolidated statements of financial position consisted of the following: As of December 31, (Dollars in thousands) 2021 2020 Raw materials $ 60,208 $ 44,976 Work-in-process 29,078 25,291 Finished goods 44,098 32,093 Total inventories $ 133,384 $ 102,360 38 Property, Plant and Equipment 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: Property, Plant and Equipment Classification Estimated Useful Lives Buildings and improvements 30 - 40 years Machinery and equipment 5 - 15 years Office equipment 3 - 10 years Software Costs 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 . Net capitalized software and development costs were $ 28.6 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively. The December 31, 2021 balance is almost entirely attributable to our planned implementation of a new enterprise resource planning system. Capitalized software is included within “Property, plant and equipment, net of accumulated depreciation” in the consolidated statements of financial position. Goodwill and Other Intangible Assets 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 (ECD). Consistent with historical practice, the annual impairment test on these reporting units was performed as of November 30, 2021. In 2021, we elected to utilize a qualitative assessment. There were no impairment charges resulting from our goodwill impairment assessment for the year ended December 31, 2021. Our RF Solutions, EMS, curamik ® and ECD reporting units had allocated goodwill of $ 51.7 million, $ 248.4 million, $ 67.9 million and $ 2.2 million respectively, as of December 31, 2021. 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 39 for the year ended December 31, 2021. Our curamik ® reporting unit had an indefinite-lived other intangible asset of $ 4.5 million as of December 31, 2021. 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, 2021. Our RF Solutions, EMS and curamik ® reporting units had definite-lived other intangible assets of $ 2.8 million, $ 163.0 million and $ 6.1 million, respectively, as of December 31, 2021. 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. Pension and Other Postretirement Benefits We sponsor one material defined benefit pension plan, the Rogers Corporation Employees’ 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 our 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. Environmental and Product Liabilities 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 (PRPs), 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 40 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 related insurance receivables 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. Fair Value of Financial Instruments 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, 2021, borrowings would generally bear interest at London interbank offered rate (LIBOR) plus 162.5 basis points. As the current borrowings under the Fourth Amended Credit Agreement bear interest at adjusted 1-month LIBOR plus 162.5 basis points, we believe the carrying value of our borrowings approximates fair value. For additional information on the calculation of fair value measurements, refer to “Note 2 – Fair Value Measurements.” Hedging Transactions and Derivative Financial Instruments From time to time, we use derivative instruments to manage commodity, interest rate and foreign currency exposures. Derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. 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. Derivatives used to hedge forecasted cash flows associated with interest rates, foreign currency commitments, or forecasted commodity purchases are accounted for as cash flow hedges. 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 in other comprehensive income (loss). The derivative hedging instrument will be 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 in the consolidated statements of operations as a component of “Other income (expense), net.” For additional information, refer to “Note 3 – Hedging Transactions and Derivative Financial Instruments.” Concentration of Credit and Investment Risk 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, 2021 and 2020, there were no customers that individually accounted for more than 10% of total accounts receivable. We did no t experience significant credit losses on customers’ accounts in 2021, 2020 or 2019. 41 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. Income Taxes We are subject to income taxes in the U.S. and in numerous foreign jurisdictions. We account for income taxes following Accounting Standards Codification (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. Revenue Recognition 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. Earnings Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. Equity Compensation 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. 42 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. Business Combination Purchase Price Allocation 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. Restructuring Activities 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 Advertising costs are expensed as incurred and amounted to $ 2.7 million, $ 2.2 million and $ 3.6 million in 2021, 2020 and 2019, respectively. Note 2 – Fair Value Measurements 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. As a result of our pension termination and settlement efforts in late 2019 and the first half of 2020, we have a pension surplus investment balance, which is accounted for as an available-for-sale investment as of June 2020. For additional information regarding this balance, refer to “Note 11 – Pension Benefits and Other Postretirement Benefits.” Available-for-sale investments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, were as follows: Available-for-Sale Investment at Fair Value as of December 31, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total Pension surplus investment (1) $ 6,638 $ — $ — $ 6,638 Available-for-Sale Investment at Fair Value as of December 31, 2020 Level 1 Level 2 Level 3 Total(1) Pension surplus investment (1) $ 6,706 $ 2,400 $ — $ 9,106 (1) These balances were invested in funds comprised of short-term cash and fixed income securities, and was recorded in the “Other long-term assets” line item in the condensed consolidated statements of financial position. As of December 31, 2021 and 2020, the fair value of these investments approximated their carrying value. 43 From time to time we enter into various instruments that require fair value measurement, including foreign currency contracts, copper derivative contracts and interest rate swaps. Derivative instruments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, include: Derivative Instruments at Fair Value as of December 31, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 16 ) $ — $ ( 16 ) Copper derivative contracts $ — $ 1,344 $ — $ 1,344 Derivative Instruments at Fair Value as of December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 130 ) $ — $ ( 130 ) Copper derivative contracts $ — $ 4,785 $ — $ 4,785 (1) All balances were recorded in the “Other current assets” or “Other accrued liabilities” line items in the consolidated statements of financial position. For additional information on our derivative contracts, refer to “Note 3 – Hedging Transactions and Derivative Financial Instruments.” Note 3 – Hedging Transactions and Derivative Financial Instruments We are exposed to certain risks related to our ongoing business operations. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk, commodity pricing risk (primarily related to copper) and interest rate risk. We do not use derivative financial instruments for trading or speculative purposes. The valuation of derivative contracts used to manage each of these 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. • Interest Rates – The fair value of interest rate swap instruments is derived by comparing the present value of the interest rate forward curve against the present value of the swap rate, relative to the notional amount of the swap. The net value represents the estimated amount we would receive or pay to terminate the agreements. Settlement amounts for an “in the money” swap would be adjusted down to compensate the counterparty for cost of funds, and the adjustment is directly related to the counterparties’ credit ratings. The guidance for the accounting and disclosure of derivatives and hedging transactions requires companies to recognize all of their derivative instruments as either assets or liabilities at fair value in the statements of financial position. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies for hedge accounting treatment as defined under the applicable accounting guidance. For derivative instruments that are designated and qualify for hedge accounting treatment as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss). This gain or loss is reclassified into earnings in the same line item of the consolidated statements of operations associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. As of December 31, 2021, we did not have any derivative contracts that qualified for hedge accounting treatment. Foreign Currency In 2021, we entered into U.S. dollar, euro and Korean won 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 “Other income (expense), net” in our consolidated statements of operations in the period in which the adjustment occurred. 44 As of December 31, 2021 the notional values of these foreign currency forward contracts were as follows: Notional Values of Foreign Currency Derivatives USD/CNH $ 18,013,435 EUR/USD € 11,444,549 KRW/USD ₩ 5,936,000,000 Commodity As of December 31, 2021, we had 10 outstanding contracts to hedge exposure related to the purchase of copper in our AES operating segment. These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our con solidated statements of operations in the period in which the adjustment occurred. As of December 31, 2021, the volume of our copper contracts outstanding were as follows: Volume of Copper Derivatives January 2022 - March 2022 213 metric tons per month April 2022 - June 2022 168 metric tons per month July 2022 - September 2022 69 metric tons per month October 2022 - December 2022 69 metric tons per month Interest Rates In March 2017, we entered into an interest rate swap to hedge the variable interest rate on $ 75.0 million of our $ 450.0 million revolving credit facility. We terminated the interest rate swap in September 2020. As a result, we settled the interest rate swap for $ 2.4 million in October 2020, representing the fair value of the interest rate swap on the date of termination. Both Rogers Corporation and the counterparties released each other from all obligation under the interest rate swap agreement, including the obligation to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to the agreed upon notional principal amount of $ 75.0 million. Effects on Financial Statements The following table presents the impact from these instruments on the statement of operations and statements of comprehensive income: Years Ended December 31, (Dollars in thousands) Financial Statement Line Item 2021 2020 2019 Foreign Currency Contracts Contracts not designated as hedging instruments Other income (expense), net $ ( 2,890 ) $ ( 1,981 ) $ ( 779 ) Copper Derivatives Contracts Contracts not designated as hedging instruments Other income (expense), net $ 3,914 $ 3,610 $ ( 716 ) Interest Rate Swap Contract Contract designated as hedging instrument Other comprehensive income (loss) $ — $ 1,254 $ ( 1,715 ) 45 Note 4 – Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for each of the fiscal years in the two-year period ended December 31, 2021 were as follows: (Dollars and accompanying footnotes in thousands) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefits (1) Derivative Instrument Designated as Cash Flow Hedge (2) Total Balance as of December 31, 2019 $ ( 35,478 ) $ ( 10,455 ) $ ( 972 ) $ ( 46,905 ) Other comprehensive income (loss) before reclassifications 24,907 1,255 ( 1,504 ) 24,658 Amounts reclassified to earnings — 196 2,476 2,672 Net other comprehensive income (loss) for period 24,907 1,451 972 27,330 Balance as of December 31, 2020 ( 10,571 ) ( 9,004 ) — ( 19,575 ) Other comprehensive income (loss) before reclassifications ( 25,070 ) ( 823 ) — ( 25,893 ) Amounts reclassified to earnings — 225 — 225 Net other comprehensive income (loss) for period ( 25,070 ) ( 598 ) — ( 25,668 ) Balance as of December 31, 2021 $ ( 35,641 ) $ ( 9,602 ) $ — $ ( 45,243 ) (1) Net of taxes of $ 2,125 , $ 1,951 and $ 2,368 for the years ended December 31, 2021, 2020 and 2019, respectively. (2) Net of taxes of $ 0 , $ 0 and $ 282 for the years ended December 31, 2021, 2020 and 2019, respectively. The impacts to the consolidated statements of operations related to items reclassified to earnings were as follows: Years Ended December 31, (Dollars in thousands) Financial Statement Line Item 2021 2020 Amortization/settlement of pension and other postretirement benefits Pension settlement charges $ — $ 63 Other income (expense), net (1) ( 290 ) ( 315 ) Income tax (expense) benefit 65 56 Net income $ ( 225 ) $ ( 196 ) Unrealized gains (losses) on derivative instrument (2) Other income (expense), net $ — $ ( 3,191 ) Income tax (expense) benefit — 715 Net income $ — $ ( 2,476 ) (1) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. For additional details, refer to “Note 11 – Pension Benefits, Other Postretirement Benefits and Employee Savings and Investment Plan.” (2) This relates to the derivative instrument designated as a cash flow hedge and held as of the end of the year for each year presented. 46 Note 5 – Property, Plant and Equipment Our “Property, plant and equipment, net” line item in the consolidated statements of financial position consisted of the following: As of December 31, (Dollars in thousands) 2021 2020 Land and improvements $ 24,804 $ 22,589 Buildings and improvements 163,920 155,669 Machinery and equipment 322,653 324,773 Office equipment 57,156 59,001 Property plant and equipment, gross 568,533 562,032 Accumulated depreciation ( 367,850 ) ( 365,844 ) Property, plant and equipment, net 200,683 196,188 Equipment in process 126,284 76,190 Total property, plant and equipment, net $ 326,967 $ 272,378 Depreciation expense was $ 29.0 million, $ 29.3 million and $ 31.4 million in 2021, 2020 and 2019, respectively. Note 6 – Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill for the period ending December 31, 2021, by operating segment, were as follows: (Dollars in thousands) Advanced Electronics Solutions Elastomeric Material Solutions Other Total December 31, 2020 $ 124,927 $ 143,021 $ 2,224 $ 270,172 Acquisition — 107,231 — 107,231 Foreign currency translation adjustment ( 5,360 ) ( 1,854 ) — ( 7,214 ) December 31, 2021 $ 119,567 $ 248,398 $ 2,224 $ 370,189 Other Intangible Assets The carrying amount of other intangible assets were as follows: December 31, 2021 December 31, 2020 (Dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 198,095 $ 77,870 $ 120,225 $ 150,863 $ 72,014 $ 78,849 Technology 88,445 54,900 33,545 83,469 53,540 29,929 Trademarks and trade names 25,504 8,968 16,536 12,039 8,149 3,890 Covenants not to compete 2,693 1,137 1,556 1,340 827 513 Total definite-lived other intangible assets 314,737 142,875 171,862 247,711 134,530 113,181 Indefinite-lived other intangible asset 4,491 — 4,491 4,845 — 4,845 Total other intangible assets $ 319,228 $ 142,875 $ 176,353 $ 252,556 $ 134,530 $ 118,026 In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. Amortization expense was $ 14.3 million, $ 42.1 million and $ 17.8 million in 2021, 2020 and 2019, respectively. The estimated annual future amortization expense is $ 17.0 million, $ 16.0 million, $ 14.6 million, $ 12.7 million and $ 12.1 million in 2022, 2023, 2024, 2025 and 2026, respectively. These amounts could vary based on changes in foreign currency exchange rates. In 2020, our Diversified Silicone Products, Inc. (DSP) customer relationships and trademarks and trade names definite-lived other intangible assets were both accelerated to be fully amortized by December 31, 2020, causing higher amortization expense. As part of our ongoing assessment of the useful lives of our definite-lived other intangible assets, we reviewed the deterioration 47 of our DSP business and identified significant customer attrition, a sustained substantial decrease in net sales, as well as the planned phase-out of the DSP trademark and trade name by December 2020. Based on these events and circumstances, we concluded an adjustment to the remaining useful lives of our DSP customer relationships and trademarks and trade names definite-lived other intangible assets was warranted. The weighted average amortization period as of December 31, 2021, by definite-lived other intangible asset class, is presented in the table below: Definite-Lived Other Intangible Asset Class Weighted Average Remaining Amortization Period Customer relationships 8.13 Technology 3.67 Trademarks and trade names 2.21 Covenants not to compete 1.31 Total definite-lived other intangible assets 6.63 Note 7 – Earnings Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share: Years Ended December 31, (Dollars and shares in thousands, except per share amounts) 2021 2020 2019 Numerator: Net income $ 108,133 $ 49,990 $ 47,319 Denominator: Weighted average shares outstanding - basic 18,731 18,681 18,573 Effect of dilutive shares 132 25 140 Weighted average shares outstanding - diluted 18,863 18,706 18,713 Basic earnings per share $ 5.77 $ 2.68 $ 2.55 Diluted earnings per share $ 5.73 $ 2.67 $ 2.53 Dilutive shares are calculated using the treasury stock method and primarily include unvested restricted stock units. Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share. For 2021, 2020, and 2019, 721 , 8,454 and 20,520 shares were excluded, respectively. Note 8 – Capital Stock and Equity Compensation Capital Stock Our 2019 Long-Term Equity Compensation Plan, which was approved by our shareholders in May 2019, permits the granting of restricted stock units and certain other forms of equity awards to officers and other key employees. Under this plan, we also grant each non-management director deferred stock units, which permit non-management directors to receive, at a later date, one share of Rogers capital stock for each deferred stock unit, with no payment of any consideration by the director at the time the shares were received. Shares of capital stock reserved for possible future issuance were as follows: As of December 31, 2021 2020 Shares reserved for issuance under outstanding restricted stock unit awards 320,381 324,260 Deferred compensation to be paid in stock, including deferred stock units 9,500 12,715 Additional shares reserved for issuance under Rogers Corporation 2019 Long-Term Equity Compensation Plan 869,516 918,809 Shares reserved for issuance under the Rogers Corporation Global Stock Ownership Plan for Employees (1) 5,552 78,678 Total 1,204,949 1,334,462 (1) This is an employee stock purchase plan within the meaning of Section 432(b) of the Internal Revenue Code of 1986, as amended, that was discontinued as of December 31, 2021, pursuant to the Merger Agreement. 48 Equity Compensation Performance-Based Restricted Stock Units As of December 31, 2021, we had performance-based restricted stock units from 2021, 2020 and 2019 outstanding. These awards generally cliff vest at the end of a three-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0 % to 200 % of the original award amount, based on certain defined performance measures. The outstanding awards have one measurement criteria: the three-year total shareholder return (TSR) on our capital stock as compared to that of a specified group of peer companies. The TSR measurement criteria of the awards is considered a market condition. As such, the fair value of this measurement criteria is determined on the grant date using a Monte Carlo simulation valuation model. 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. We account for forfeitures as they occur. Below were the assumptions used in the Monte Carlo calculation for each material award granted in 2021, 2020 and 2019: February 10, 2021 February 12, 2020 June 3, 2019 February 7, 2019 Expected volatility 51.0 % 41.0 % 39.7 % 36.7 % Expected term (in years) 2.9 2.9 2.6 2.9 Risk-free interest rate 0.18 % 1.41 % 1.78 % 2.43 % Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility. Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model. Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate. Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0 % was used in the Monte Carlo simulation valuation model. A summary of activity of the outstanding performance-based restricted stock units for 2021, 2020 and 2019 is presented below: 2021 2020 2019 Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards outstanding as of January 1 111,059 $ 170.84 106,943 $ 161.33 142,434 $ 110.19 Awards granted 41,507 258.17 87,244 131.99 112,160 114.22 Stock issued — — ( 75,486 ) 111.54 ( 135,032 ) 69.10 Awards forfeited ( 38,012 ) 189.69 ( 7,642 ) 179.89 ( 12,619 ) 152.22 Awards outstanding as of December 31 114,554 $ 196.23 111,059 $ 170.84 106,943 $ 161.33 We recognized $ 7.7 million, $ 5.8 million and $ 5.0 million of compensation expense related to performance-based restricted stock units in 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $ 7.4 million of total unrecognized compensation cost related to unvested performance-based restricted stock units. That cost is expected to be recognized over a weighted average period of 0.9 years. Time-Based Restricted Stock Units As of December 31, 2021, we had time-based restricted stock unit awards from 2021, 2020 and 2019 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive one share of the Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur. 49 A summary of activity of the outstanding time-based restricted stock units for 2021, 2020 and 2019 is presented below: 2021 2020 2019 Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards outstanding as of January 1 102,142 $ 120.16 101,685 $ 122.68 117,476 $ 116.10 Awards granted 50,640 180.19 58,807 116.87 62,115 126.92 Stock issued ( 46,329 ) 146.45 ( 50,868 ) 111.16 ( 68,111 ) 81.53 Awards forfeited ( 9,464 ) 146.58 ( 7,482 ) 122.87 ( 9,795 ) 116.52 Awards outstanding as of December 31 96,989 $ 157.49 102,142 $ 120.16 101,685 $ 122.68 We recognized $ 7.6 million, $ 6.0 million and $ 5.8 million of compensation expense related to time-based restricted stock units in 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $ 7.8 million of total unrecognized compensation cost related to unvested time-based restricted stock units. That cost is expected to be recognized over a weighted average period of 0.9 years. Deferred Stock Units We grant deferred stock units to non-management directors. These awards 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 individual elects to defer the receipt of those shares. Each deferred stock unit results in the issuance of one share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date. A summary of activity of the outstanding deferred stock units for 2021, 2020 and 2019 is presented below: 2021 2020 2019 Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards Outstanding Weighted- Average Grant Date Fair Value Awards outstanding as of January 1 12,450 $ 113.96 7,150 $ 170.89 8,400 $ 108.86 Awards granted 6,450 188.60 10,400 108.88 5,950 183.40 Stock issued ( 9,400 ) 104.68 ( 5,100 ) 183.40 ( 7,200 ) 108.86 Awards outstanding as of December 31 9,500 $ 173.82 12,450 $ 113.96 7,150 $ 170.89 We recognized $ 1.2 million, $ 1.1 million and $ 1.1 million of compensation expense related to deferred stock units in 2021, 2020 and 2019, respectively. Share Repurchases In 2015, we initiated a share repurchase program (the Program) of up to $ 100.0 million of the Company’s capital stock. We initiated the Program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing shareholder value. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. As of December 31, 2021, $ 49.0 million remained of our $ 100.0 million share repurchase program. There were no share repurchases in 2021, 2020 or 2019. Note 9 – Debt In October 2020, we entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto (the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement amends and restates the Third Amended Credit Agreement, and provides for a revolving credit facility with up to a $ 450.0 million borrowing capacity, with sublimits for multicurrency borrowings, letters of credit and swing-line notes, in addition to a $ 175.0 million accordion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement extends the maturity, the date on which all amounts borrowed or outstanding under the Fourth Amended Credit Agreement are due, from October 16, 2020 to March 31, 2024. All obligations under the Fourth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fourth Amended Credit Agreement (the Guarantors). The obligations are also secured 50 by a Fourth Amended and Restated Pledge and Security Agreement, dated as of October 16, 2020, entered into by us and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of our and the Guarantors’ non-real estate assets. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that immediately after December 31, 2021, publication of most Euro, Swiss Franc, Japanese Yen and Pound Sterling Libor settings will permanently cease. On October 15, 2021, Rogers Corporation and JPMorgan Chase Bank, N.A. entered into an amendment (Amendment No 1) to the Fourth Amended Credit Agreement to adopt a new benchmark interest rate to replace the discontinued Libor reference rates. Borrowings under the Fourth Amended Credit Agreement can be made as alternate base rate loans, euro-currency loans, or RFR loans. Alternate base rate loans bear interest at a base reference rate plus a spread of 62.5 to 100.0 basis points, depending on our leverage ratio. The base reference rate is the greatest of (a) the prime rate in effect on such day, (b) the NYFRB rate in effect on such day plus ½ of 1%, and (c) the adjusted LIBOR for a one month interest period in dollars on such day (or if such day is not a business day, the immediately preceding business day) plus 1 %. Euro-currency loans bear interest based on adjusted LIBOR plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio. RFR loans bears interest based upon the Sterling Overnight Index Average (SONIA) plus 0.0326 % plus a spread of 162.5 to 200.0 basis points. Based on our leverage ratio as of December 31, 2021, the spread was 162.5 basis points. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Fourth Amended Credit Agreement, we incur an annual fee of 25 to 35 basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fourth Amended Credit Agreement. The Fourth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which our payment obligations may be accelerated. If an event of default occurs, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. The financial covenants include requirements to maintain (1) a total net leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to 3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. We are permitted to net up to $ 50.0 million of unrestricted domestic cash and cash equivalents against indebtedness in the calculation of the total net leverage ratio. The Fourth 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, 2021. In 2021, we borrowed $ 190.0 million under our revolving credit facility, which was primarily used to fund our acquisition of Silicone Engineering Limited. In 2020, we borrowed $ 150.0 million under our revolving credit facility as a precautionary measure of increasing our cash position and preserving our financial flexibility with the uncertainty in the global markets resulting from the COVID-19 pandemic. In 2019, we did not borrow anything under our revolving credit facility. In 2021, 2020 and 2019, we made discretionary principal payments on our revolving credit facility of $ 25.0 million, $ 248.0 million and $ 105.5 million, respectively. We had $ 190.0 million of outstanding borrowings under our revolving credit facility as of December 31, 2021, and $ 25.0 million as of December 31, 2020. We had $ 1.6 million and $ 2.3 million of outstanding line of credit issuance costs as of December 31, 2021 and 2020, respectively, which will be amortized over the life of the Fourth Amended Credit Agreement. 51 Note 10 – Leases Finance Leases We had a finance lease obligation related to our manufacturing facility in Eschenbach, Germany. Under the terms of the lease agreement, we had an option to purchase the property upon the expiration of the lease on June 30, 2021 at a price which was the greater of (i) the then-current market value or (ii) the residual book value of the land including the buildings and installations thereon. We exercised this purchase option with a net cash payment of $ 5.0 million on June 30, 2021, extinguishing the remaining finance lease obligation and finance lease right-of-use asset related to this facility. Our finance lease obligation related to this facility was $ 4.2 million just prior to the exercise of the purchase option and $ 4.5 million as of December 31, 2020. The finance lease right-of-use asset balance for this facility was $ 6.1 million just prior to the exercise of the purchase option and $ 6.5 million as of December 31, 2020, respectively. Accumulated amortization related to this finance lease right-of-use asset was $ 4.5 million just prior to the exercise of the purchase option and as of December 31, 2021. The aggregate of all other finance lease obligations, finance lease right-of-use assets and related accumulated amortization, were immaterial as of December 31, 2021 and December 31, 2020. Amortization expense related to our finance lease right-of-use assets, which is primarily included in the “Cost of sales” line item of the consolidated statements of operations, was immaterial for each of the years ended December 31, 2021 and 2020. Interest expense related to our finance lease obligations, which is included in the “Interest expense, net” line item of the consolidated statements of operations, was immaterial for each of the years ended December 31, 2021 and 2020. Payments made on the principal portion of our finance lease obligations were immaterial for each of the years ended December 31, 2021 and 2020. Operating Leases We have operating leases primarily related to building space and vehicles. Renewal options are included in the lease term to the extent we are reasonably certain to exercise the option. The exercise of lease renewal options is at our sole discretion. We account for lease components separately from non-lease components. The incremental borrowing rate represents our ability to borrow on a collateralized basis over a similar lease term. Our expenses and payments for operating leases were as follows: Year Ended December 31, (Dollars in thousands) 2021 2020 2019 Operating leases expense $ 3,002 $ 3,257 $ 3,119 Short-term leases expense $ 330 $ 464 $ 192 Payments on operating lease obligations $ 2,784 $ 2,893 $ 2,967 Lease Balances in Statements of Financial Position Our assets and liabilities balances related to finance and operating leases reflected in the consolidated statements of financial position were as follows: As of December 31, (Dollars in thousands) Financial Statement Line Item 2021 2020 Finance lease right-of-use assets Property, plant and equipment, net $ 389 $ 7,017 Operating lease right-of-use assets Other long-term assets $ 17,161 $ 4,216 Finance lease obligations, current portion Other accrued liabilities $ 198 $ 4,755 Finance lease obligations, non-current portion Other long-term liabilities $ 209 $ 322 Total finance lease obligations $ 407 $ 5,077 Operating lease obligations, current portion Other accrued liabilities $ 2,810 $ 2,275 Operating lease obligations, non-current portion Other long-term liabilities $ 14,965 $ 2,219 Total operating lease obligations $ 17,775 $ 4,494 52 Net Future Minimum Lease Payments The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of December 31, 2021: Finance Operating (Dollars in thousands) Leases Signed Less: Leases Not Yet Commenced Leases in Effect Leases Signed Less: Leases Not Yet Commenced Leases in Effect 2022 422 ( 217 ) 205 3,462 ( 47 ) 3,415 2023 490 ( 290 ) 200 2,682 ( 45 ) 2,637 2024 300 ( 290 ) 10 1,635 ( 40 ) 1,595 2025 300 ( 290 ) 10 1,334 ( 18 ) 1,316 Thereafter 371 ( 364 ) 7 12,758 ( 3 ) 12,755 Total lease payments 1,883 ( 1,451 ) 432 21,871 ( 153 ) 21,718 Less: Interest ( 74 ) 49 ( 25 ) ( 3,946 ) 3 ( 3,943 ) Present Value of Net Future Minimum Lease Payments $ 1,809 $ ( 1,402 ) $ 407 $ 17,925 $ ( 150 ) $ 17,775 The following table includes information regarding the lease term and discount rates utilized in the calculation of the present value of net future minimum lease payments: Finance Leases Operating Leases Weighted Average Remaining Lease Term 2.1 years 11.1 years Weighted Average Discount Rate 3.75 % 3.87 % Practical Expedients We have elected to recognize lease payments in the consolidated statements of operations on a straight-line basis over the term of the lease for short-term leases. We also elected the package of practical expedients that allows us to carry forward the historical lease classification and accounting for indirect costs for any existing leases. Note 11 – Pension Benefits, Other Postretirement Benefits and Employee Savings and Investment Plan Pension and Other Postretirement Benefits Pension and Other Postretirement Benefit Plans As of December 31, 2021, we had one qualified noncontributory defined benefit pension plan: the Union Plan. In June 2020, we completed the remaining settlement efforts for the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly Employees Pension Plan of Arlon LLC, Microwave Material and Silicone Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)), which had been terminated and substantially settled in late 2019. There are no plans to terminate the Union Plan. Additionally, we sponsor non-qualified noncontributory defined benefit pension plans and postretirement benefit plans including multiple fully insured or self-funded medical plans and life insurance plans for certain retirees. The measurement date for all plans is December 31 st for each respective plan year. Pension Plan Termination & Settlement During the second quarter of 2019, following receipt of a determination letter from the Internal Revenue Service (IRS), the Company amended the Merged Plan to (a) terminate the Merged Plan (subject to discretionary approval by the Company’s Chief Executive Officer) and (b) add a lump sum distribution option in connection with the termination of the Merged Plan, if approved. The Company subsequently provided participants of the Merged Plan an option to elect either a lump sum distribution or an annuity. In October 2019, our Chief Executive Officer approved the termination of the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly Employees Pension Plan of Arlon LLC, Microwave Material and Silicone Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)). We provided participants of the Merged Plan an option to elect either a lump sum distribution or an annuity. A group annuity contract was purchased with an insurance company for all participants who did not elect a lump sum distribution. The insurance company became responsible for administering and paying pension benefit payments effective January 1, 2020. In the third quarter of 2021, we recorded a $ 0.5 million pre-tax settlement charge in connection with further settlement efforts for the Merged Plan termination. 53 Upon completion of the pension termination and settlement processes for the Merged Plan, we had a $ 9.7 million remaining pension surplus investment balance. In July 2020 and December 2021, we transferred $ 9.2 million of the pension surplus investment balance to a suspense account held within a trust for the Rogers Employee Savings and Investment Plan (RESIP), a 401(k) plan for domestic employees. In December 2021, we transferred the remaining pension investment balance not initially transferred, to the RESIP trust suspense account. The investment balance not transferred to the trust suspense account will be used to pay any final plan expenses, after which the remainder of these funds will be moved to the RESIP trust suspense account. The funds in the RESIP trust suspense account have been, and will continue to be, used to fund certain employer contributions. As of December 31, 2021, the remaining pension surplus investment balance was approximately $ 6.6 million. Plan Assets and Plan Benefit Obligations The following table summarizes the change in plan assets and changes in benefit obligations: Pension Benefits Other Postretirement Benefits (Dollars in thousands) 2021 2020 2021 2020 Change in plan assets: Fair value of plan assets as of January 1 $ 35,296 $ 42,835 $ — $ — Actual return on plan assets ( 222 ) 3,615 — — Employer contributions — — 165 192 Benefit payments ( 1,612 ) ( 1,647 ) ( 165 ) ( 192 ) Transfer related to plan termination — ( 9,744 ) — — Pension settlements — 237 — — Fair value of plan assets as of December 31 $ 33,462 $ 35,296 $ — $ — Change in plan benefit obligations: Fair value of plan benefit obligations as of January 1 $ 30,289 $ 30,300 $ 1,503 $ 1,599 Service cost — — 41 56 Interest cost 732 908 26 40 Actuarial (gain) loss ( 757 ) 491 39 — Benefit payments ( 1,612 ) ( 1,647 ) ( 165 ) ( 192 ) Pension settlements — 237 — — Fair value of plan benefit obligations as of December 31 $ 28,652 $ 30,289 $ 1,444 $ 1,503 Amount overfunded (underfunded) $ 4,810 $ 5,007 $ ( 1,444 ) $ ( 1,503 ) The decreases in our plan benefit obligations in 2021 and 2020 were primarily driven by benefit payments, partially offset by interest costs and actuarial losses. Our pension-related balances reflected in the consolidated statements of financial position consisted of the following: Pension Benefits Other Postretirement Benefits As of December 31, As of December 31, (Dollars in thousands) 2021 2020 2021 2020 Assets & Liabilities: Non-current assets $ 5,123 $ 5,278 $ — $ — Current liabilities ( 3 ) ( 14 ) ( 136 ) ( 148 ) Non-current liabilities ( 310 ) ( 257 ) ( 1,308 ) ( 1,355 ) Net assets (liabilities) $ 4,810 $ 5,007 $ ( 1,444 ) $ ( 1,503 ) Accumulated Other Comprehensive Loss: Net actuarial (loss) gain $ ( 11,807 ) $ ( 11,171 ) $ 80 $ 119 Prior service benefit — — — 97 Accumulated other comprehensive (loss) income $ ( 11,807 ) $ ( 11,171 ) $ 80 $ 216 The projected benefit obligation (PBO), accumulated benefit obligation (ABO), and fair value of plan assets for the pension plan with a PBO or ABO in excess of its plan assets were immaterial as of December 31, 2021 and 2020. 54 The PBO, ABO, and fair value of plan assets for the pension plan with plan assets in excess of its PBO or ABO were $ 28.3 million, $ 28.3 million and $ 33.5 million, respectively, as of December 31, 2021. The PBO, ABO, and fair value of plan assets for the pension plans with plan assets in excess of their PBO or ABO were $ 30.0 million, $ 30.0 million and $ 35.3 million, respectively, as of December 31, 2020. The PBO and ABO of plan assets for the other postretirement benefit plans with a PBO or ABO in excess of plan assets were both $ 1.4 million as of December 31, 2021. The PBO and ABO of plan assets for the other postretirement benefit plans with a PBO or ABO in excess of plan assets were both $ 1.5 million as of December 31, 2020. The other postretirement benefit plans did no t have any plan assets as of December 31, 2021 or 2020. Components of Net Periodic Benefit Cost (Credit) The components of net periodic benefit cost (credit) were as follows: Pension Benefits Other Postretirement Benefits Years Ended December 31, Years Ended December 31, (Dollars in thousands) 2021 2020 2019 2021 2020 2019 Service cost $ — $ — $ — $ 41 $ 56 $ 61 Interest cost 732 908 5,641 26 40 59 Expected return of plan assets ( 1,558 ) ( 1,574 ) ( 6,932 ) — — — Amortization of prior service credit — — — ( 97 ) ( 112 ) ( 1,011 ) Amortization of net loss (gain) 387 427 1,514 — — — Settlement charge — ( 63 ) 53,213 — — — Net periodic benefit cost (credit) $ ( 439 ) $ ( 302 ) $ 53,436 $ ( 30 ) $ ( 16 ) $ ( 891 ) Plan Assumptions The key plan assumptions utilized in our annual plan measurements were as follows: Pension Benefits Other Postretirement Benefits 2021 2020 2021 2020 Weighted average assumptions used in benefit obligations: Discount rate 2.75 % 2.50 % 2.25 % 1.75 % Weighted average assumptions used in net periodic benefit costs: Discount rate 2.50 % 3.25 % 1.75 % 2.75 % Expected long-term rate of return on assets 4.53 % 4.53 % — % — % For measurement purposes as of December 31, 2021, we assumed an annual health care cost trend rate of 6.25 % for covered health care benefits for retirees pre-age 65 or post-age 65 . The rate was assumed to decrease gradually by 0.25 % annually until reaching 4.50 % and remain at that level thereafter. For measurement purposes as of December 31, 2020, we assumed an annual health care cost trend rate of 6.50 % for covered health care benefits for retirees pre-age 65 or post-age 65 . Our pension plan assets are invested with the objective of achieving a total rate of return over the long-term that is sufficient to fund future pension obligations. In managing these assets and our investment strategy, we consider future cash contributions to the plan as well as the potential of the portfolio underperforming the market. We set asset allocation target ranges based on current funding status and future projections in order to mitigate the portfolio performance risk while maintaining its funded status. Fixed income securities comprise a substantial percentage of our plan assets portfolio. As of December 31, 2021, we held approximately 90 % fixed income and short-term cash securities and 10 % equity securities in our portfolio, compared to December 31, 2020 when we held approximately 90 % fixed income and short-term cash securities and 10 % equity securities. In determining our investment strategy and calculating the net benefit cost, we utilized an expected long-term rate of return on plan assets, which was developed based on several factors, including the plans’ asset allocation targets, the historical and projected performance on those asset classes, as well as the plan’s current asset composition. To justify our assumptions, we analyzed certain data points related to portfolio performance. Based on the historical returns and the projected future returns, we determined that a target return of 4.53 % is appropriate for the current portfolio. 55 The following table presents the fair value of the pension plan net assets by asset category and level, within the fair value hierarchy, as of December 31, 2021 and 2020: Fair Value of Plan Assets as of December 31, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total Fixed income bonds $ — $ 28,392 $ — $ 28,392 Mutual funds 3,400 — — 3,400 Pooled separate accounts — 380 — 380 Guaranteed deposit account — — 1,290 1,290 Total plan assets at fair value $ 3,400 $ 28,772 $ 1,290 $ 33,462 Fair Value of Plan Assets as of December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Fixed income bonds $ — $ 29,896 $ — $ 29,896 Mutual funds 3,535 — — 3,535 Pooled separate accounts — 518 — 518 Guaranteed deposit account — — 1,347 1,347 Total plan assets at fair value $ 3,535 $ 30,414 $ 1,347 $ 35,296 The following table presents a summary of changes in the fair value of the guaranteed deposit account’s Level 3 assets for the year ended December 31, 2021: Guaranteed Deposit Account Balance as of December 31, 2020 $ 1,347 Change in unrealized gain (loss) ( 24 ) Purchases, sales, issuances and settlements (net) ( 33 ) Balance as of December 31, 2021 $ 1,290 Cash Flows We were not required to make any contributions to our qualified noncontributory defined benefit pension plan in 2021 and 2020. We made expected benefit payments for our qualified defined benefit pension plan through the utilization of plan assets for the funded pension plans in 2021 and 2020. As there is no funding requirement for the non-qualified noncontributory defined benefit pension plans and other postretirement benefit plans, we funded benefit payments, which were immaterial in 2021 and 2020, as incurred using cash from operations. The benefit payments are based on the same assumptions used to measure our benefit obligations as of December 31, 2021. The following table sets forth the expected benefit payments to be paid for the pension plans and the other postretirement benefit plans: Pension Benefits Other Postretirement Benefits 2022 $ 1,774 $ 136 2023 $ 1,778 $ 153 2024 $ 1,779 $ 145 2025 $ 1,822 $ 157 2026 $ 1,761 $ 172 2027-2031 $ 8,401 $ 677 Employee Savings and Investment Plan We sponsor the RESIP, a 401(k) plan for domestic employees. Employees can defer an amount they choose, up to the annual IRS limit of $ 19,500 . Certain eligible participants are also allowed to contribute the maximum catch-up contribution per IRS regulations. We match each eligible employee’s annual pre-tax contributions at a rate of 100 % for the first 1 % of the employee’s salary and 50 % for the next 5 % of each employee’s salary for a total match of 3.5 %. Unless otherwise indicated by 56 the participant, the matching dollars are invested in the same funds as the participant’s contributions. RESIP related expense amounted to $ 5.6 million, $ 4.9 million and $ 4.4 million in 2021, 2020 and 2019, respectively. Note 12 – Commitments and Contingencies Environmental & Legal We are currently engaged in the following environmental and legal proceedings: Voluntary Corrective Action Program Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program (VCAP). As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection (CT DEEP) to determine the corrective actions to be taken at the site related to contamination issues. We evaluated this matter and completed internal due diligence work related to the site in the fourth quarter of 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We have incurred aggregate remediation costs of $ 1.8 million through December 31, 2021, and the accrual for future remediation efforts is $ 0.9 million. Asbestos Overview We, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the country by persons alleging personal injury from exposure to products containing asbestos. We have never mined, milled, manufactured or marketed asbestos; rather, we made and provided to industrial users a limited number of products that contained encapsulated asbestos, but we stopped manufacturing these products in the late 1980s. Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred. The following table summarizes the change in number of asbestos claims outstanding during 2021 and 2020: 2021 2020 Claims outstanding as of January 1 561 592 New claims filed 125 115 Pending claims concluded* ( 143 ) ( 146 ) Claims outstanding as of December 31 543 561 * For the year ended December 31, 2021, 125 claims were dismissed and 18 claims were settled. For the year ended December 31, 2020, 126 claims were dismissed and 20 claims were settled. Settlements totaled approximately $ 2.1 million for the year ended December 31, 2021, compared to $ 5.4 million for the year ended December 31, 2020. Impacts on Financial Statements We recognize 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, we record asbestos-related insurance receivables that are deemed probable. The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy. To date, the indemnity and defense costs of our asbestos-related product liability litigation have been substantially covered by insurance. Although we have exhausted coverage under some of our insurance policies, we believe that we have applicable primary, excess and/or umbrella coverage for claims arising with respect to most of the years during which we manufactured and marketed asbestos-containing products. In addition, we have entered into a cost sharing agreement with most of our primary, excess and umbrella insurance carriers to facilitate the ongoing administration and payment of claims covered by the carriers. The cost sharing agreement may be terminated by any party, but will continue until a party elects to terminate it. As of the filing date for this report, the agreement has not been terminated, and no carrier had informed us it intended to terminate the agreement. We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected. We are responsible for uninsured indemnity and defense costs, and we paid $ 0.5 million, $ 0.4 million and $ 0.7 million in 2021, 2020 and 2019, respectively, related to such costs. The amounts recorded for the asbestos-related liability and the related insurance receivables are based on facts known at the time and a number of assumptions. However, projecting future events, such as the number of new claims to be filed each year, 57 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., could cause the actual liability and insurance recoveries for us to be higher or lower than those projected or recorded. Changes recorded in the estimated liability and estimated insurance recovery based on the projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income. We recognized income of $ 0.2 million, income of $ 0.7 million and expense of $ 1.7 million in 2021, 2020 and 2019, respectively. The benefit recognized in 2021 was primarily due to a favorable change in the indemnity cost assumptions. The benefit recognized in 2020 was primarily due to a favorable change in the defense cost assumptions. The expense recognized in 2019 was primarily due to an unfavorable change in the defense cost assumptions and the inclusion of non-mesothelioma cases in the cost projections, partially offset by a corresponding favorable change in our insurance recovery expectations. Our projected asbestos-related claims and insurance receivables were as follows: As of December 31, (Dollars in thousands) 2021 2020 Asbestos-related liabilities $ 68,332 $ 73,235 Asbestos-related insurance receivables $ 62,567 $ 66,793 General In addition to the above issues, the nature and scope of our business brings us in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject us to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. We have established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation will have a material adverse impact on our results of operations, financial position or cash flows. Note 13 – Income Taxes The “Income before income tax expense” line item in the consolidated statements of operations consisted of: (Dollars in thousands) 2021 2020 43465 Domestic $ 34,435 $ ( 4,371 ) $ ( 18,711 ) International 91,845 72,905 73,837 Total $ 126,280 $ 68,534 $ 55,126 The “Income tax expense” line item in the consolidated statements of operations consisted of: (Dollars in thousands) Current Deferred Total 2021 Domestic $ 5,155 $ ( 2,938 ) $ 2,217 International 16,187 ( 257 ) 15,930 Total $ 21,342 $ ( 3,195 ) $ 18,147 2020 Domestic $ 5,340 $ ( 11,012 ) $ ( 5,672 ) International 26,610 ( 2,394 ) 24,216 Total $ 31,950 $ ( 13,406 ) $ 18,544 2019 Domestic $ 3,372 $ ( 16,827 ) $ ( 13,455 ) International 21,984 ( 722 ) 21,262 Total $ 25,356 $ ( 17,549 ) $ 7,807 58 Deferred tax assets and liabilities as of December 31, 2021 and 2020, were comprised of the following: (Dollars in thousands) 2021 2020 Deferred tax assets Accrued employee benefits and compensation $ 10,647 $ 6,199 Net operating loss carryforwards 3,785 2,563 Tax credit carryforwards 13,170 15,081 Reserves and accruals 5,145 6,581 Operating leases 4,191 665 Capitalized research and development 16,622 14,167 Other 5,299 1,824 Total deferred tax assets 58,859 47,080 Less deferred tax asset valuation allowance ( 9,775 ) ( 9,250 ) Total deferred tax assets, net of valuation allowance 49,084 37,830 Deferred tax liabilities Depreciation and amortization 32,669 10,282 Postretirement benefit obligations 2,071 2,001 Unremitted earnings 2,335 2,426 Operating leases 4,422 714 Other 4,367 2,115 Total deferred tax liabilities 45,864 17,538 Net deferred tax asset (liability) $ 3,220 $ 20,292 As of December 31, 2021, we had state net operating loss carryforwards totaling $ 15.9 million in various state taxing jurisdictions, which expire between 2022 and 2040, and approximately $ 9.6 million of state research credit carryforwards, which will expire between 2022 and 2040. We also had $ 4.9 million of federal research and development (R&D) credit carryforwards that begin to expire in 2035. We believe that it is more likely than not that the benefit from certain of the state net operating loss and state R&D credits carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $ 8.5 million relating to these carryforwards. We currently have approximately $ 1.2 million of foreign tax credits that begin to expire in 2028. We had a valuation allowance of $ 9.8 million as of December 31, 2021 and $ 9.3 million as of December 31, 2020, against certain of our deferred tax assets, primarily carryforwards expected to expire unused and deferred tax assets that are capital in nature. No valuation allowance has been provided on our other deferred tax assets, as we believe it is more likely than not that all such assets will be realized in the applicable jurisdictions. Differences between forecasted and actual future operating results or changes in carryforward periods could adversely impact the amount of deferred tax asset considered realizable. Income tax expense differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes. The reasons for this difference were as follows: (Dollars in thousands) 2021 2020 2019 Tax expense at Federal statutory income tax rate $ 26,519 $ 14,392 $ 11,576 Impact of foreign operations 2,020 1,193 107 Foreign source income, net of tax credits ( 4,944 ) 1,050 ( 2,248 ) State tax, net of federal 175 ( 313 ) ( 690 ) Unrecognized tax benefits ( 8,823 ) 5,800 543 Equity compensation excess tax deductions 262 ( 791 ) ( 2,902 ) General business credits ( 867 ) ( 931 ) ( 656 ) Distribution related foreign taxes 2,516 2,332 1,240 Executive compensation limitation 1,570 900 589 Valuation allowance change 525 ( 5,375 ) ( 2,527 ) Disproportionate tax effect of pension settlement charges — — 2,510 Other ( 806 ) 287 265 Income tax expense (benefit) $ 18,147 $ 18,544 $ 7,807 59 Our effective income tax rate for 2021 was 14.4 % compared to 27.1 % for 2020. The 2021 rate decrease was primarily due to the beneficial impact of increased reversals of unrecognized tax positions in China. We did not make any changes in 2021 to our position on the permanent reinvestment of our historical earnings from foreign operations. With the exception of certain Chinese subsidiaries, we continue to assert that historical foreign earnings are indefinitely reinvested. As of December 31, 2021 and 2020, we had recorded a deferred tax liability of $ 2.3 million and $ 2.4 million, respectively, for Chinese withholding tax on undistributed earnings that are not indefinitely reinvested. The other remaining foreign subsidiaries have both the intent and ability to indefinitely reinvest their undistributed earnings and we estimate that, if these undistributed earnings are distributed, they may give rise to an estimated $ 2.1 million of additional tax liabilities. If circumstances change and it becomes apparent that some, or all of the undistributed earnings as of December 31, 2021 will not be indefinitely reinvested, the provision for the tax consequences, if any, will be recorded in the period when circumstances change. Distributions out of current and future earnings are permissible to fund discretionary activities such as business acquisitions. However, when distributions are made, this could result in a higher effective tax rate. Unrecognized tax benefits, excluding potential interest and penalties, for the years ended December 31, 2021 and 2020, were as follows: (Dollars in thousands) 2021 2020 Beginning balance as of January 1 $ 15,688 $ 10,217 Gross increases - current period tax positions 1,046 5,417 Gross increases - tax positions in prior periods 1,150 46 Gross decreases - tax positions in prior periods ( 9,151 ) — Foreign currency exchange ( 10 ) 8 Settlements ( 2,140 ) — Ending balance as of December 31 $ 6,583 $ 15,688 Included in the balance of unrecognized tax benefits as of December 31, 2021 were $ 5.9 million of tax benefits that, if recognized, would impact the effective tax rate. Also included in the balance of unrecognized tax benefit as of December 31, 2021 were $ 0.5 million of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. We believe that it is reasonably possible that a decrease of up to $ 1.2 million in unrecognized tax benefits related to foreign exposures may be necessary within the coming year. We recognized interest accrued related to unrecognized tax benefit as income tax expense. Related to the unrecognized tax benefits noted above, as of December 31, 2021 and 2020, we had accrued potential interest and penalties of approximately $ 1.1 million and $ 1.2 million, respectively. We have recorded a net income tax benefit and expense of $ 0.5 million and $ 0.5 million in 2021 and 2020, respectively. We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years from 2018 through 2022 are subject to examination by the tax authorities. With few exceptions, we are no longer subject to U.S. federal, state, local and foreign examinations by tax authorities for the years before 2018. Note 14 – Operating Segment and Geographic Information Our reporting structure is comprised of the following strategic operating segments: AES and EMS. The remaining operations, which represent our non-core businesses, are reported in the Other operating segment. We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally. 60 Operating Segment Information The following table presents a disaggregation of revenue from contracts with customers and other pertinent financial information, for the periods indicated; inter-segment sales have been eliminated from the net sales data: (Dollars in thousands) Advanced Electronics Solutions Elastomeric Material Solutions Other Total December 31, 2021 Net sales - recognized over time $ 244,016 $ 14,909 $ 18,838 $ 277,763 Net sales - recognized at a point in time $ 290,413 $ 363,108 $ 1,602 $ 655,123 Total net sales $ 534,429 $ 378,017 $ 20,440 $ 932,886 Operating income (loss) $ 50,198 $ 60,051 $ 6,933 $ 117,182 Total assets $ 826,719 $ 759,576 $ 12,271 $ 1,598,566 Capital expenditures $ 38,945 $ 31,777 $ 403 $ 71,125 Depreciation & amortization $ 22,936 $ 19,695 $ 653 $ 43,284 Investment in unconsolidated joint ventures $ — $ 16,328 $ — $ 16,328 Equity income in unconsolidated joint ventures $ — $ 7,032 $ — $ 7,032 December 31, 2020 Net sales - recognized over time $ 190,042 $ 10,614 $ 14,451 $ 215,107 Net sales - recognized at a point in time $ 268,637 $ 317,563 $ 1,276 $ 587,476 Total net sales $ 458,679 $ 328,177 $ 15,727 $ 802,583 Operating income (loss) $ 32,023 $ 30,817 $ 4,494 $ 67,334 Total assets $ 746,086 $ 504,199 $ 13,720 $ 1,264,005 Capital expenditures $ 23,689 $ 16,214 $ 482 $ 40,385 Depreciation & amortization $ 23,593 $ 47,159 $ 673 $ 71,425 Investment in unconsolidated joint ventures $ — $ 15,248 $ — $ 15,248 Equity income in unconsolidated joint ventures $ — $ 4,877 $ — $ 4,877 December 31, 2019 Net sales - recognized over time $ 197,702 $ 12,687 $ 18,112 $ 228,501 Net sales - recognized at a point in time $ 317,425 $ 348,916 $ 3,418 $ 669,759 Total net sales $ 515,127 $ 361,603 $ 21,530 $ 898,260 Operating income $ 47,217 $ 57,080 $ 6,184 $ 110,481 Total assets $ 681,161 $ 569,484 $ 22,536 $ 1,273,181 Capital expenditures $ 42,347 $ 8,550 $ 700 $ 51,597 Depreciation & amortization $ 28,527 $ 19,887 $ 748 $ 49,162 Investment in unconsolidated joint ventures $ — $ 16,461 $ — $ 16,461 Equity income in unconsolidated joint ventures $ — $ 5,319 $ — $ 5,319 61 Operating Segment Net Sales by Geographic Area The following table presents net sales by our operating segment operations by geographic area for the years indicated: (Dollars in thousands) Net Sales (1) Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total December 31, 2021 United States $ 93,584 $ 161,180 $ 4,508 $ 259,272 Other Americas 3,107 10,226 755 14,088 Total Americas 96,691 171,406 5,263 273,360 China 193,422 122,000 4,773 320,195 Other APAC 85,100 27,569 2,647 115,316 Total APAC 278,522 149,569 7,420 435,511 Germany 72,531 29,214 827 102,572 Other EMEA 86,685 27,828 6,930 121,443 Total EMEA 159,216 57,042 7,757 224,015 Total net sales $ 534,429 $ 378,017 $ 20,440 $ 932,886 December 31, 2020 United States $ 90,822 $ 128,347 $ 3,679 $ 222,848 Other Americas 2,943 8,437 682 12,062 Total Americas 93,765 136,784 4,361 234,910 China 153,297 108,161 2,859 264,317 Other APAC 70,830 43,364 2,162 116,356 Total APAC 224,127 151,525 5,021 380,673 Germany 70,881 19,118 410 90,409 Other EMEA 69,906 20,750 5,935 96,591 Total EMEA 140,787 39,868 6,345 187,000 Total net sales $ 458,679 $ 328,177 $ 15,727 $ 802,583 December 31, 2019 United States $ 95,627 $ 160,918 $ 4,507 $ 261,052 Other Americas 3,713 9,208 913 13,834 Total Americas 99,340 170,126 5,420 274,886 China 193,518 95,653 6,086 295,257 Other APAC 83,858 55,402 2,920 142,180 Total APAC 277,376 151,055 9,006 437,437 Germany 73,673 13,702 573 87,948 Other EMEA 64,738 26,720 6,531 97,989 Total EMEA 138,411 40,422 7,104 185,937 Total net sales $ 515,127 $ 361,603 $ 21,530 $ 898,260 (1) Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated. Revenue from Contracts with Customers 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 us 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. 62 We had contract assets primarily related to unbilled revenue for revenue recognized related to products that are deemed to have no alternative use whereby we have the right to payment. Revenue is recognized in advance of billing to the customer in these circumstances as billing is typically performed at the time of shipment to the customer. The unbilled revenue is included in the contract assets on the consolidated statements of financial position. Our contract assets by operating segment were as follows: As of December 31, (Dollars in thousands) 2021 2020 Advanced Electronics Solutions $ 31,398 $ 24,199 Elastomeric Material Solutions 2,082 887 Other 3,130 1,489 Total contract assets $ 36,610 $ 26,575 We did not have any contract liabilities as of December 31, 2021 or 2020. No impairment losses were recognized in 2021, 2020 or 2019 on any receivables or contract assets arising from our contracts with customers. Long-Lived Assets by Geographic Area Our long-lived assets (1) by geographic area were as follows: As of December 31, (Dollars in thousands) 2021 2020 United States $ 454,531 $ 433,870 England 188,859 — Germany 133,546 133,873 Other 113,734 97,049 Total long-lived assets $ 890,670 $ 664,792 (1) Long-lived assets are based on the location of the asset and are comprised of goodwill, other intangible assets, property, plant and equipment and right-of-use assets. Countries with 10% of more of long-lived assets have been disclosed. Note 15 – Supplemental Financial Information Restructuring and Impairment Charges The components of “Restructuring and impairment charges” line item in the condensed consolidated statements of operations, were as follows: Years Ended December 31, (Dollars in thousands) 2021 2020 2019 Restructuring charges Manufacturing footprint optimization $ 3,115 $ 12,348 $ — Facility consolidation — — 948 Restructuring charges 3,115 12,348 948 Impairment charges Fixed assets impairment charges 455 587 1,537 Other impairment charges — 52 — Impairment charges 455 639 1,537 Total restructuring and impairment charges $ 3,570 $ 12,987 $ 2,485 Restructuring Charges - Manufacturing Footprint Optimization During the third quarter of 2020, we commenced manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations, primarily impacting our AES operating segment, in order to achieve greater cost competitiveness as well as align capacity with end market demand. The majority of the restructuring activities were completed in the first half of 2021. We incurred restructuring charges and related expenses of $ 3.1 million and $ 12.3 million in 2021 and 2020. Severance and related benefits activity related to the manufacturing footprint optimization plan is presented in the table below for the year ended December 31, 2021: 63 (Dollars in thousands) Manufacturing Footprint Optimization Restructuring Severance and Related Benefits Balance as of December 31, 2020 $ 11,003 Provisions 182 Payments ( 9,175 ) Foreign currency translation adjustment ( 615 ) Balance as of December 31, 2021 $ 1,395 Impairment Charges We recognized $ 0.5 million and $ 0.6 million of impairment charges in 2021 and 2020, respectively, primarily related to AES operating segment fixed assets in Belgium. We recognized $ 1.5 million of impairment charges in 2019 pertaining to our AES operating segment, primarily on certain assets in connection with the Isola USA Corp. (Isola) asset acquisition. Allocation of Restructuring and Impairment Charges to Operating Segments The following table summarizes the allocation of restructuring and impairment charges to our operating segments: Years Ended December 31, (Dollars in thousands) 2021 2020 2019 Advanced Electronics Solutions Allocated restructuring charges $ 3,029 $ 11,947 $ — Allocated impairment charges 455 587 1,537 Elastomeric Material Solutions Allocated restructuring charges 86 401 948 Allocated impairment charges — 52 — Total restructuring and impairment charges $ 3,570 $ 12,987 $ 2,485 Other Operating (Income) Expense, Net The components of “Other operating (income) expense, net” were as follows: Years Ended December 31, (Dollars in thousands) 2021 2020 2019 UTIS fire Fixed assets write-offs $ 1,073 $ — $ — Inventory charges 874 — — Professional services 2,771 — — Lease obligations 994 — — Lease impairments 495 — — Compensation & benefits 2,072 — — Third-party property claims 4,650 — — Other 155 — — Insurance recoveries ( 6,874 ) — — Total UTIS fire 6,210 — — Lease income — — ( 989 ) Depreciation on leased assets — — 1,907 Loss (gain) on sale or disposal of property, plant and equipment ( 880 ) 41 756 Indemnity claim settlements from acquisitions — — ( 715 ) Economic incentive grants — ( 145 ) — Total other operating (income) expense, net $ 5,330 $ ( 104 ) $ 959 64 In early February 2021, there was a fire at our UTIS manufacturing facility in Ansan, South Korea, which manufactures eSorba® polyurethane foams used in portable electronics and display applications. The site was safely evacuated and there were no reported injuries; however, there was extensive damage to the manufacturing site and some damage to nearby property. Operations in South Korea will be disrupted into the first half of 2023. We recognized fixed asset write-offs and inventory charges of $ 1.1 million and $ 0.9 million, respectively, related to property destroyed in the fire in 2021. Additionally, we recognized a $ 4.7 million contingent liability pertaining to damage to nearby property and a $ 0.5 million contingent liability pertaining to our obligations for the fire damage to the building in connection with the underlying lease agreement. We have incurred $ 2.8 million of fees for various professional services in 2021 in connection with the assessment of the fire and the efforts to rebuild and resume operations. Further, we incurred $ 2.1 million of compensation and benefits in 2021 for UTIS manufacturing employees, subsequent to the fire. In connection with the UTIS fire, we have recognized anticipated insurance recoveries of $ 6.9 million in 2021 related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, less the applicable $ 0.3 million deductible. In connection with the transitional leaseback of a portion of the facility and certain machinery and equipment acquired from Isola in August 2018, we recognized lease income and related depreciation on leased assets of $ 1.0 million and $ 1.9 million, respectively, in 2019. In 2019, we recorded a gain of $ 0.7 million for the settlement of indemnity claims related to the Isola asset acquisition. Interest Expense, Net The components of “Interest expense, net” were as follows: Years Ended December 31, (Dollars in thousands) 2021 2020 2019 Interest on revolving credit facility $ 892 $ 3,294 $ 7,378 Interest rate swap settlements — 3,191 ( 200 ) Line of credit fees 1,066 715 576 Debt issuance amortization costs 715 593 552 Interest on finance leases 287 134 127 Interest income ( 541 ) ( 939 ) ( 1,610 ) Other 117 147 46 Total interest expense, net $ 2,536 $ 7,135 $ 6,869 Note 16 – Recent Accounting Standards Recently Adopted Standards Reflected in Our 2021 Financial Statements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. We adopted this standard in January 2021, and it did not have a material effect on our condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . Under ASU 2019-12, the new guidance removes certain exceptions to the general principles in Topic 740. The new guidance also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for our annual reporting periods beginning after December 15, 2020. The transition method (retrospective, modified retrospective, or prospective approach) related to this standard depends on the applicable guidance, and all amendments for which there is no transition guidance specified, are to be applied on a prospective basis. We adopted this standard in January 2021, and it did not have a material effect on our condensed consolidated financial statements. 65 Note 17 – Mergers and Acquisitions Acquisition of Silicone Engineering Ltd. On October 8, 2021, we acquired Silicone Engineering Ltd. (Silicone Engineering), a leading European manufacturer of silicone material solutions based in Blackburn, England, for a combined purchase price of $ 172.3 million for the company, net of cash acquired, and its facility. As part of the agreement, there is a $ 4.1 million holdback, upon which we can issue claims against until six months after the close of the acquisition, at which point in time the holdback amount, less any holdback claims, is paid to the previous owners of Silicone Engineering. Substantially all of our $ 190.0 million in borrowings under our existing credit facility in October 2021 were used to fund the transaction, with the remaining amounts being used for general corporate purposes. Silicone Engineering expands our existing advanced silicones platform in our EMS operating segment and provides us a European Center of Excellence to service customers requiring premium silicone solutions for applications in the EV/HEV, industrial, medical and other markets. The acquisition has been accounted for in accordance with applicable purchase accounting guidance. We recorded goodwill primarily related to the expected synergies from combining operations and the value of Silicone Engineering’s workforce, which is expected to be deductible for tax purposes. We also recorded other intangible assets related to the acquired customer relationships, developed technology, trademarks and trade names and covenants not to compete. The following table represents the fair values assigned to the acquired assets and liabilities assumed in the transaction. As of the filing date of this Form 10-K, the purchase accounting and purchase price allocation for the Silicone Engineering transaction are substantially complete, as we continue to refine our valuation of certain acquired assets and liabilities assumed. (Dollars in thousands) October 8, 2021 Assets Accounts receivable $ 6,721 Other current assets 1,516 Inventories 1,787 Property, plant and equipment 9,840 Goodwill 107,231 Other intangible assets 73,628 Other long-term assets 850 Total assets 201,573 Liabilities Accounts payable 3,933 Accrued income taxes payable 1,383 Other accrued liabilities 2,102 Non-current income tax 1,444 Deferred income taxes 20,039 Other long-term liabilities 393 Total liabilities 29,294 Fair value of net assets acquired $ 172,279 The other intangible assets consist of customer relationships valued at $ 48.9 million, developed technology valued at $ 9.2 million, trademarks and trade names valued at $ 13.6 million, a covenant not to compete valued at $ 1.4 million and an order backlog valued at $ 0.5 million. The fair value of acquired identified other intangible assets was determined by applying the income approach, using several significant unobservable inputs for projected cash flows as well as a customer attrition rate and a discount rate. These inputs are considered Level 3 under the fair value measurements and disclosure guidance. At the acquisition date, the weighted average amortization period for the other intangible asset classes was 9.5 years for customer relationships, 3.9 years for developed technology, 11.6 years for trademarks and trade names, 1.6 years for the covenant not to compete and 0.1 years for the order backlog, resulting in amortization expenses ranging from $ 2.8 million to $ 5.2 million annually. The estimated annual future amortization expense is $ 5.2 million for 2022, $ 4.7 million for 2023, $ 4.6 million for 2024, $ 4.3 million for 2025, and $ 4.2 million for 2026. During 2021, we incurred transaction costs of $ 3.9 million related to the Silicone Engineering acquisition, which were recorded within selling, general and administrative (SG&A) expenses in the consolidated statements of operations. 66 The results of Silicone Engineering have been included in our consolidated financial statements for the period subsequent to the completion of the acquisition on October 8, 2021, through December 31, 2021. Silicone Engineering’s net sales for that period totaled $ 8.3 million. Pro-Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations of Rogers and Silicone Engineering as if the Silicone Engineering acquisition had occurred on January 1, 2020. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the Silicone Engineering acquisition been completed as of January 1, 2020 and should not be taken as indicative of our future consolidated results of operations. For the Years Ended December 31, (Dollars in thousands) 2021 2020 Net sales $ 973,188 $ 835,610 Net income $ 120,082 $ 47,460 Merger Agreement with DuPont On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc. (DuPont) in an all-cash transaction at a price of $ 277.00 per share of the Company’s capital stock. The merger agreement provides for the acquisition of Rogers Corporation by DuPont through the merger of Cardinalis Merger Sub, Inc., a wholly owned subsidiary of DuPont, with and into Rogers Corporation, with Rogers Corporation surviving the merger as a wholly owned subsidiary of DuPont. Company shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022. The merger is subject to receipt of regulatory approvals and satisfactions of other customary conditions. The merger is expected to close in the second quarter of 2022. 67 SCHEDULE II (Dollars in thousands) Balance at Beginning of Period Charged to (Reduction of) Costs and Expenses Taken Against Allowance Other (Deductions) Recoveries Balance at End of Period Allowance for Credit Losses December 31, 2021 $ 1,682 $ 421 $ ( 180 ) $ ( 700 ) $ 1,223 December 31, 2020 $ 1,691 $ 223 $ ( 232 ) $ — $ 1,682 December 31, 2019 $ 1,354 $ 437 $ ( 100 ) $ — $ 1,691 (Dollars in thousands) Balance at Beginning of Period Charged to (Reduction of) Costs and Expenses Taken Against Allowance Other (Deductions) Recoveries Balance at End of Period Inventory E&O Reserves December 31, 2021 $ 22,430 $ 8,431 $ ( 7,447 ) $ ( 7,019 ) $ 16,395 December 31, 2020 $ 18,817 $ 10,554 $ ( 4,800 ) $ ( 2,141 ) $ 22,430 December 31, 2019 $ 13,548 $ 7,522 $ — $ ( 2,253 ) $ 18,817 (Dollars in thousands) Balance at Beginning of Period Charged to (Reduction of) Costs and Expenses Taken Against Allowance Other (Deductions) Recoveries Balance at End of Period Valuation on Allowance for Deferred Tax Assets December 31, 2021 $ 9,250 $ 525 $ — $ — $ 9,775 December 31, 2020 $ 14,625 $ ( 39 ) $ ( 5,336 ) $ — $ 9,250 December 31, 2019 $ 16,889 $ 656 $ ( 2,920 ) $ — $ 14,625 68 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.