What changed in this filing

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Item 1. Business

2025-02-26 compared with 2024-02-27 · 30 added, 32 removed, 145 unchanged (30% of the section changed)

8 unchanged sentences

Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:

• failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, such as delays in adoption or implementation of new technologies;

• failure to successfully execute on our long-term growth strategy as a standalone company;

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

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

• uncertain business, economic and political conditions in the U.S.

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

• intense global competition affecting both our existing products and products currently under development;

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

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

• our terminated merger with DuPont, which may cause us to incur substantial costs that may adversely affect our financial results and operations and the market price of our capital stock, including as a result of litigation.

Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed under the headings “Item 1A.

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Company Background

Rogers Corporation designs, develops, manufactures and sells high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges.

We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges.

We operate two strategic operating segments:

12 unchanged sentences

Eschenbach, Germany;

Evergem, Belgium;

Suzhou, China;

Budapest, Hungary;

and Suzhou, China.

Evergem, Belgium;

and Apodoca, Mexico.

Elastomeric Material Solutions

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Narragansett, Rhode Island;

Evergem, Belgium;

Suzhou, China;

Blackburn, England;

Evergem, Belgium;

Siheung, South Korea;

and Suzhou, China.

We also own 50% of two unconsolidated joint ventures:

(1) RIC, a joint venture established in Japan to design, develop, manufacture and sell PORON ® products predominantly for the Japanese market and (2) 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.

and Ansan, South Korea.

Our Other operating segment consists of elastomer components for applications in the 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.

Terminated Merger Agreement with DuPont

On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont in an all-cash transaction.

Our shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022.

Consummation of the merger was subject to various customary closing conditions, including regulatory approval by the SAMR, and either party had the right to terminate the merger agreement if the merger had not closed on or before November 1, 2022.

As of November 1, 2022, the parties had not received regulatory approval from SAMR and on that date, DuPont issued a notice of termination of the merger agreement.

Pursuant to the terms of the merger agreement, we received a regulatory termination fee in the amount of $162.5 million, before taxes, and incurred a transaction-related fee of $20.4 million.

Joint Venture Separation Agreement

On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our shares of RIC, we acquired INOAC’s shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC.

The combined transaction resulted in a net payment to us from INOAC of $4.9 million.

The definitive agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships.

In connection with the combined transactions, we recognized a gain of $7.7 million.

For additional information, refer to “Note 16 - Mergers and Acquisitions” to “Item 8.

Financial Statements and Supplementary Data.”

Sales and Competition

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No individual customer represented more than 10% of our total net sales for 2024.

however, there are concentrations of OEM customers in our AES operating segment (semiconductor and automotive manufacturers).

Although the loss of any one of our larger customers would require a period of adjustment, during which the results of operations could be materially adversely impacted, we believe that such events could be successfully mitigated over a period of time due to the diversity of our customer base.

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We believe that we have a competitive advantage because of our reputation for innovation, the performance, reliability and quality of our materials and components, and our commitment to technical support and customer service.

Our sales are generally pursuant to short-term purchase orders.

Our sales recognized at a point in time are generally pursuant to short-term purchase orders.

These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty.

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We are focused on identifying technologies and innovations related to both our current product portfolio as well as initiatives targeted at further diversifying and growing our business.

As part of this technology commitment, we have a Rogers Innovation Center co-located at Northeastern University in Burlington, Massachusetts, as well as Rogers Innovation Centers at our facilities in Chandler, Arizona;

As part of this technology commitment, we have Rogers Innovation Centers at our facilities in Chandler, Arizona;

Rogers, Connecticut;

Eschenbach, Germany;

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Human Capital Management

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

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

As of December 31, 2024, we employed approximately 3,200 people, of whom approximately 1,100 were employed in North America, 1,100 in the EMEA region and 1,000 in APAC region.

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Live Safely, Trust, Just Decide, Speak Openly, Simply Improve, Innovate and Deliver Results.

Management’s principal objectives, with oversight from our Board of Directors, are Health and Safety, Employee Experience and Diversity, Equity and Inclusion.

Health and Safety

8 unchanged sentences

We are proud to invest in our employees’ futures through a variety of technical and other training opportunities internally, as well as education reimbursement programs globally.

Diversity, Equity and Inclusion

We continue to advance efforts to improve diversity, equity and inclusion within the Company, focusing on attracting and maintaining diverse talent within the organization and promoting awareness and acceptance globally.

We believe that our diversity, equity and inclusion will make our Company a more desirable workplace and will lead to improved business performance.

Information About Our Executive Officers

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Vice President and General Manager, Eastman Chemical Co., from December 2014 to June 2019.

Ramakumar Mayampurath 60 Senior Vice President and Chief Financial Officer, Principal Financial Officer 2021 Vice President, Corporate Finance from December 2020 to May 2021;

Vice President, Business Transformation from March 2020 to December 2020;

Vice President, Financial Planning and Analysis from November 2014 to December 2020.

Laura Russell 49 Senior Vice President and Chief Financial Officer, Treasurer, Principal Financial Officer 2024 Vice President, Corporate Finance from September 2023 to September 2024;

Vice President, Operations at Wolfspeed from July 2021 to September 2023;

Vice President, Finance - RP Business at NXP Semiconductor from December 2015 to July 2021;

CFO of HPRF Business at Freescale Semiconductor from July 2013 to December 2015.

Brian Larabee 58 Senior Vice President and General Manager of Elastomeric Material Solutions 2023 Vice President and General Manager of EMS from November 2022 to November 2023;

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Global Operations Director, The Dow Chemical Company, Dow Performance Silicones, from June 2016 to June 2018.

Jessica Morton 44 Vice President, General Counsel and Corporate Secretary 2023 Associate General Counsel and Assistant Secretary of FMC Corporation from April 2021 to March 2023;

Jessica Morton 45 Senior Vice President, General Counsel and Corporate Secretary 2025 Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025;

Associate General Counsel and Assistant Secretary of FMC Corporation from April 2021 to March 2023;

Assistant General Counsel and Assistant Secretary of FMC Corporation from April 2019 to March 2021;

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Senior Vice President, Human Resources at Agrium from January 2014 to January 2018.

Senior Vice President of Human Resources at HSBC from August 2010 to January 2014.

John Alexis 51 Senior Vice President and Chief Information and Digital Officer 2025 Chief Information Officer at FORTNA from April 2022 to July 2024;

Chief Information Officer at TegraGlobal from January 2020 to April 2022;

Global Vice President of Enterprise Technology Solutions at Travelport from October 2017 to January 2020;

Director of IT services at Greater Toronto Airports Authority from April 2011 to June 2017.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business