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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-27 · 360 added, 337 removed, 993 unchanged (41% of the section changed)

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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, 2023 and 2022, 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, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2023 appearing under Item 8 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated statements of financial position of Rogers Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 8 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asbestos-Related Liabilities and Insurance Receivables

As described in Notes 1 and 10 to the consolidated financial statements, the Company's consolidated asbestos-related liabilities and asbestos-related insurance receivables balances were $61.5 million and $56.5 million, respectively, as of December 31, 2023.

Asbestos-Related Liabilities and Insurance Recoverables

As described in Notes 1 and 10 to the consolidated financial statements, the Company's consolidated asbestos-related liabilities and asbestos-related insurance recoverables balances were $ 57.5 million and $ 52.3 million, respectively, as of December 31, 2024.

Management reviews the asbestos-related projections annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time management would analyze these projections.

Management recognizes a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable.

In connection with the recognition of liabilities for asbestos-related matters, management records asbestos related insurance 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.

In connection with the recognition of liabilities for asbestos-related matters, management records asbestos-related insurance recoverables that are deemed probable.

Management's estimates of asbestos-related contingent liabilities and related insurance recoverables are based on a claim projection analysis and an insurance usage analysis, respectively, prepared annually by third parties.

The claim projection analysis contains numerous assumptions, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform.

The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.

The principal considerations for our determination that performing procedures relating to asbestos related liabilities and insurance receivables is a critical audit matter are (i) the significant judgement by management when determining the asbestos-related liabilities and insurance receivables;

The principal considerations for our determination that performing procedures relating to asbestos-related liabilities and insurance recoverables is a critical audit matter are (i) the significant judgement by management when determining the asbestos-related liabilities and insurance recoverables;

(ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the number of claims that might be received, type and severity of the disease alleged by each claimant, average indemnity costs, average defense costs, and dismissal rates used in the claim projection analysis;

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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;

These procedures included testing the effectiveness of controls relating to the analyses of the asbestos-related liabilities and insurance recoverables.

These procedures also included, among others (i) testing management's process for determining the asbestos-related liabilities and insurance recoverables estimates;

(ii) evaluating the appropriateness of the claim projection and insurance usage analyses;

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ROGERS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

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Other comprehensive income (loss) ( 28.9 ) 18.8 ( 40.0 )

Comprehensive income $ 75.4 $ 76.6 $ 82.5

Comprehensive income (loss) $ ( 2.8 ) $ 75.4 $ 76.6

The accompanying notes are an integral part of the consolidated financial statements.

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Inventories, net 142.3 153.5

Asbestos-related insurance receivables, current portion 4.3 3.9

Asbestos-related insurance recoverables, current portion 4.3 4.3

Other current assets 28.5 30.3

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Other intangible assets, net of amortization 110.3 123.9

Asbestos-related insurance receivables, non-current portion 52.2 55.9

Asbestos-related insurance recoverables, non-current portion 48.0 52.2

Investments in unconsolidated joint ventures — 11.1

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Shares issued for vested restricted stock units, net of shares withheld for taxes 0.1 — 0.1

Shares issued for employee stock purchase plan — — —

Shares repurchased ( 0.2 ) — ( 0.2 )

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Shares issued for vested restricted stock units, net of shares withheld for taxes ( 1.5 ) ( 3.2 ) ( 10.9 )

Shares issued for employee stock purchase plan 1.5 — —

Equity compensation expense 15.1 14.3 11.8

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Dividends received from unconsolidated joint ventures 2.5 4.3 4.7

Gain on JV Separation Agreement transactions ( 7.7 ) — —

Gain on sale of business — ( 0.7 ) —

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Impairment charges 7.9 — 65.1

UTIS fire fixed asset and inventory write-offs — 0.2 1.9

Other non-cash charges (benefits), net 0.6 0.2 ( 0.5 )

Other non-cash charges, net 2.5 0.6 0.4

Changes in assets and liabilities:

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Investing Activities:

Capital expenditures ( 56.1 ) ( 57.0 ) ( 116.8 )

Acquisition of business, net of cash received — — ( 3.6 )

Disposition of business — 1.7 —

Capital expenditures ( 57.0 ) ( 116.8 ) ( 71.1 )

Net cash from JV Separation Agreement transactions 8.1 — —

Proceeds from the sale of marketable equity securities 1.5 — —

Purchases of marketable equity securities ( 0.5 ) — —

Proceeds from the sale of property, plant and equipment, net 1.4 5.6 —

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Share repurchases ( 19.8 ) — ( 25.0 )

Net cash (used in) provided by financing activities ( 190.3 ) ( 10.1 ) 159.0

Net cash used in financing activities ( 50.1 ) ( 190.3 ) ( 10.1 )

Effect of exchange rate fluctuations on cash ( 3.3 ) 2.6 ( 2.7 )

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Eschenbach, Germany;

Evergem, Belgium;

Suzhou, China;

Budapest, Hungary;

and Suzhou, China.

Evergem, Belgium;

and Apodoca, Mexico.

Elastomeric Material Solutions

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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.

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.

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These investments are stated at cost, which approximates fair value.

Restricted cash is subject to contractual restrictions and not readily available.

Our restricted cash balance recorded in cash and cash equivalents, totaled $ 2.2 million as of December 31, 2023 and 2022, serves as collateral for letters of credit related to our environmental and workers’ compensation liabilities.

Foreign Currency

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Currency transaction gains and losses are recorded as income or expense, respectively, in the “Other income (expense), net” line item in the consolidated statements of operations.

Such adjustments resulted in gains of $ 1.1 million, losses of $ 1.7 million and gains of $ 3.0 million in 2023, 2022 and 2021, respectively.

For the financial statement impacts, refer to Other Income (Expense), net table in “ Note 14 – Supplemental Financial Information.

Accounts Receivable

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

As of December 31, 2023 and 2022, our trade receivables balances, net of allowance for credit losses, were $ 143.2 million and $ 149.2 million, respectively.

Allowance for Credit Losses

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The remainder of the reserve is based on our estimates and takes into consideration historical trends, market conditions and the composition of our customer base.

Inventories are stated at the lower of cost or net realizable value with costs determined primarily on a first-in, first-out (FIFO) basis.

Inventories are stated at the lower of cost or net realizable value with costs determined primarily on a first-in, first-out basis.

We record allowances for estimated losses due to excess, obsolete and slow-moving inventory that is determined for groups of products based on purchases in the recent past and/or expected future demand, as well as market conditions, design cycles and other economic factors.

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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 $ 62.1 million and $ 58.9 million as of December 31, 2023 and 2022, respectively.

The December 31, 2023 and 2022 balances were almost entirely attributable to our planned implementation of a new enterprise resource planning system, for which useful lives will be determined upon implementation/completion of the project.

Capitalized software is included within the “Property, plant and equipment, net of accumulated depreciation” line item in the consolidated statements of financial position.

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

Our capitalized software and development costs contained in “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

Capitalized software $ 13.8 $ 17.4

Accumulated amortization ( 12.7 ) ( 11.0 )

Software in-process 57.5 55.7

Capitalized software, net $ 58.6 $ 62.1

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

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

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

Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term.

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We currently have four reporting units with goodwill:

RF Solutions, EMS, curamik ® and Elastomer Components Division (ECD).

RF Solutions, EMS, curamik ® and Elastomer Components Division.

Consistent with historical practice, the annual impairment test on these reporting units was performed as of November 30, 2024.

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Such assumptions are subject to variability from year to year and are directly impacted by global market conditions.

There were no impairment charges resulting from our indefinite-lived other intangible assets impairment assessment for the year ended December 31, 2023.

There were no impairment charges resulting from our indefinite-lived other intangible assets impairment assessment

for the year ended December 31, 2024.

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

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There were no impairment charges resulting from our definite-lived other intangible assets impairment analysis for the year ended December 31, 2024.

Our RF Solutions, EMS and curamik ® reporting units had definite-lived other intangible assets of $ 0.9 million, $ 115.3 million and $ 3.4 million, respectively, as of December 31, 2023.

Our EMS and curamik ® reporting units had definite-lived other intangible assets of $ 104.0 million and $ 2.2 million, respectively, as of December 31, 2024.

The useful life determination for each indefinite-lived other intangible asset is evaluated each reporting period to determine whether events and circumstances support an indefinite useful life.

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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.

We sponsor one material defined benefit pension plan, the Union Plan, which covers certain union employees, and we sponsor multiple fully insured or self-funded medical plans and fully insured life insurance plans for retirees.

The Union Plan was frozen in 2013 so that future benefits no longer accrue.

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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.

For sites with multiple potential responsible parties, we consider our likely proportionate share of the anticipated remediation costs and the ability of the other parties to fulfill their obligations in establishing a provision for those costs.

When no amount within a range of estimates is more likely to occur than another, we accrue to the low end of the range and disclose the range.

When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance reimbursement amount.

When future liabilities are determined to be reimbursable by insurance coverage, an accrual is recorded for the potential liability and a receivable is recorded for the estimated insurance

reimbursement amount.

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

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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.

Our estimates of asbestos-related contingent liabilities and asbsestos-related insurance recoverables are based on a claim projection analysis and an insurance usage analysis prepared annually by third parties.

The claim projection analysis contains numerous assumptions, including number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, average indemnity costs, average defense costs, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform.

Furthermore, any predictions with respect to these assumptions are subject to even greater uncertainty as the projection period lengthens.

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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.

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.

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.

Fair Value of Financial Instruments

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As the current borrowings under the Fifth Amended Credit Agreement bear interest at adjusted 1-month SOFR plus 162.5 basis points, we believe the carrying value of our borrowings approximates fair value.

For additional information on the calculation of fair value measurements, refer to “Note 3 – Derivatives and Hedging.”

Derivative Financial Instruments and Hedging Transactions

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For those derivative instruments that qualify for hedge accounting treatment, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument are recorded as a component of “Other comprehensive income (loss)” in the consolidated statements of comprehensive income, with the derivative hedging instrument impacts being reclassified to earnings when the hedged item impacts earnings.

For those derivative instruments that do not qualify for hedge accounting treatment, any related gains and losses are recognized as a component of “Other income (expense), net” in the consolidated statements of operations.

For additional information, refer to “Note 3 – Derivatives and Hedging.”

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

(Dollars and accompanying footnotes in millions) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefits (1)

(Dollars in millions) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefits (1)

Balance as of December 31, 2022 $ ( 75.6 ) $ ( 9.6 ) $ ( 85.2 )

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

The impacts to the consolidated statements of operations related to items reclassified to earnings were as follows:

Years Ended December 31,

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

(Dollars in millions) Financial Statement Line Item 2024 2023

Amortization/settlement of pension and other postretirement benefits

Pension settlement charges (1)

Settlement charges (1)

Other income (expense), net $ — $ ( 0.1 )

( 0.4 ) ( 0.4 )

Income tax (expense) benefit 0.1 0.2

Net income $ ( 0.4 ) $ ( 0.2 )

(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost.

For additional details, refer to “Note 8 – Pension Benefits, Other Postretirement Benefits and Employee Savings and Investment Plan.”

Amortization of loss (1)

Other income (expense), net ( 0.5 ) ( 0.4 )

Income tax (expense) benefit Income tax (expense) benefit 0.2 0.1

Net income Net income $ ( 0.3 ) $ ( 0.4 )

(1) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (credit).

For additional details, refer to “Note 8 – Postretirement Benefits.”

Note 3 – Derivatives and Hedging

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

Derivative instrument gains and losses are recorded as income or expense in the “Other income (expense), net” line item in the consolidated statements of operations.

For the financial statement impacts, refer to Other Income (Expense), net table in “ Note 14 – Supplemental Financial Information.

Foreign Currency

In 2024, we entered into U.S.

dollar, euro, Korean won, and Japanese yen forward contracts.

dollar, euro, South Korean won, Hungarian forint and Japanese yen forward contracts.

We entered into these foreign currency forward contracts to mitigate certain global transactional exposures.

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KRW/USD ₩ 4,412,250,000

EUR/USD € 12,600,000

JPY/EUR ¥ 500,000,000

HUF/EUR Ft 700,000,000

USD/EUR $ 1,500,000

As of December 31, 2024, we had 12 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 the “Other income (expense), net” line item in the con solidated statements of operations in the period in which the adjustment occurred.

As of December 31, 2023, the volume of our copper contracts outstanding were as follows:

As a result, any fair value adjustments required on these contracts are recorded in the “Other income (expense), net” line item in the consolidated statements of operations in the period in which the adjustment occurred.

As of December 31, 2024, the volumes of our copper contracts outstanding were as follows:

Volume of Copper Derivatives

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October 2025 - December 2025 69 metric tons per month

Effects on Financial Statements

The following table presents the impact from these instruments on the consolidated statements of operations and consolidated statements of comprehensive income:

Years Ended December 31,

(Dollars in millions) Financial Statement Line Item 2023 2022 2021

Foreign Currency Contracts

Contracts not designated as hedging instruments Other income (expense), net $ 1.0 $ ( 0.3 ) $ ( 2.9 )

Copper Derivatives Contracts

Contracts not designated as hedging instruments Other income (expense), net $ ( 0.6 ) $ 0.8 $ 3.9

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.

The fair values of derivative instruments measured at fair value on a recurring basis, categorized by contract type and level of inputs used in the valuation, were as follows:

Derivative Instruments at Fair Value as of December 31, 2023

(Dollars in millions) Level 1 Level 2 Level 3 Total (1)

Foreign currency contracts $ — $ ( 0.2 ) $ — $ ( 0.2 )

Copper derivative contracts $ — $ 0.4 $ — $ 0.4

Derivative Instruments at Fair Value as of December 31, 2022

(Dollars in millions) Level 1 Level 2 Level 3 Total (1)

Foreign currency contracts $ — $ ( 0.1 ) $ — $ ( 0.1 )

Copper derivative contracts $ — $ 0.5 $ — $ 0.5

(1) All balances were recorded in the “Other current assets” or the “Other accrued liabilities” line items in the consolidated statements of financial position.

Note 4 – Inventories, net

The “Inventories, net” line item in the consolidated statements of financial position consisted of the following:

As of December 31,

Note 4 – Balance Sheet Items

Restricted Cash

Our restricted cash balance, which was subject to contractual restrictions and not readily available, was recorded in the “Cash and cash equivalents” line item in the consolidated statements of financial position, and served as collateral for letters of credit related to our environmental and workers’ compensation liabilities.

This arrangement was terminated in the third quarter of 2024.

Our restricted cash balance as of December 31, 2023 was as follows:

(Dollars in millions) 2024 2023

Restricted cash $ — $ 2.2

Accounts Receivable

The “Accounts receivable, less allowance for credit losses” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

Accounts receivable - trade $ 123.6 $ 143.2

Accounts receivable - other 11.7 18.7

Total accounts receivable $ 135.3 $ 161.9

Contract Assets

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” line item in the consolidated statements of financial position.

We did not have any contract liabilities as of December 31, 2024 or 2023.

No impairment losses were recognized in 2024, 2023 or 2022 on any contract assets arising from our contracts with customers.

Our contract assets by operating segment as of December 31, 2024 and 2023, were as follows:

(Dollars in millions) 2024 2023

Advanced Electronics Solutions $ 18.9 $ 41.4

Elastomeric Material Solutions 0.7 0.4

Other 4.1 3.4

Total contract assets $ 23.7 $ 45.2

Contract assets decreased 46 % to $ 23.7 million as of December 31, 2024, from $ 45.2 million as of December 31, 2023, mainly attributable to the decrease of contract assets in our AES operating segment, which was driven by a decline in the global EV market as well as a decrease of customer orders due to inventory overstocking.

The “Inventories, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

Raw materials $ 62.7 $ 71.5

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Total inventories, net $ 142.3 $ 153.5

Accounts Payable

The “Accounts payable” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

Accounts payable - trade $ 45.6 $ 46.3

Accounts payable - other 2.5 4.0

Total accounts payable $ 48.1 $ 50.3

Long-Lived Assets by Geographic Area

Our long-lived assets (1) by geographic area, as of December 31, 2024 and 2023, were as follows:

(Dollars in millions) 2024 2023

$ 375.5 $ 384.1

England 159.6 166.7

Germany 136.4 148.9

China 107.6 83.4

Other 78.0 85.8

Total long-lived assets $ 857.1 $ 868.9

(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% or more of long-lived assets have been disclosed.

Note 5 – Property, Plant and Equipment

The “Property, plant and equipment, net” line item in the consolidated statements of financial position consisted of the following:

As of December 31,

The “Property, plant and equipment, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

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Total property, plant and equipment, net $ 365.1 $ 366.3

Depreciation expense was $ 37.7 million, $ 29.5 million and $ 29.0 million in 2023, 2022 and 2021, respectively.

Additionally, we recognized $ 47.2 million and $ 0.5 million of impairment charges in 2022 and 2021, respectively.

The depreciation expense and impairment charges related to property, plant and equipment in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Depreciation expense $ 37.0 $ 37.7 $ 29.5

Impairment charges $ 7.9 $ — $ 47.2

For additional information related to the impairment charges, refer to “ Note 14 – Supplemental Financial Information .”

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Finance Leases

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, 2023, 2022 and 2021.

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, 2023, 2022 and 2021.

Payments made on the principal portion of our finance lease obligations were immaterial for each of the years ended December 31, 2023, 2022 and 2021.

We have finance leases primarily related to manufacturing equipment.

Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities was $ 0.1 million, $ 0.1 million and $ 1.7 million for 2024, 2023 and 2022, respectively.

Our expenses and payments for finance leases in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Amortization expense of finance lease right-of-use assets $ 0.5 $ 0.6 $ 0.4

Interest expense on finance lease obligations $ ( 0.1 ) $ ( 0.1 ) $ —

Payments on finance lease obligations $ 0.4 $ 0.4 $ 0.3

Operating Leases

We have operating leases primarily related to manufacturing and R&D facilities, as well as vehicles.

Our expenses and payments for operating leases were as follows:

Year Ended December 31,

Our new leases relate to facility expansion in 2024, 2023 and 2022.

Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $ 6.0 million, $ 9.6 million and $ 8.6 million for 2024, 2023 and 2022, respectively.

Our expenses and payments for operating leases in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

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Lease Balances in Statements of Financial Position

The 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,

The assets and liabilities balances related to finance and operating leases reflected in the consolidated statements of financial position, as of December 31, 2024 and 2023, were as follows:

(Dollars in millions) Financial Statement Line Item 2024 2023

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Note 7 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the period ending December 31, 2023, by operating segment, were as follows:

The changes in the carrying amount of goodwill for the period ended December 31, 2024, by operating segment, were as follows:

(Dollars in millions) Advanced Electronics Solutions Elastomeric Material Solutions Other Total

December 31, 2023 $ 117.7 $ 239.9 $ 2.2 $ 359.8

Acquisition — 5.0 — 5.0

Foreign currency translation adjustment ( 4.1 ) ( 3.1 ) — ( 7.2 )

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Other Intangible Assets

The carrying amount of other intangible assets were as follows:

December 31, 2023 December 31, 2022

The “Other intangible assets, net” line item in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.

Amortization expense was $ 13.4 million, $ 16.4 million and $ 14.3 million in 2023, 2022 and 2021, respectively.

Additionally, in 2022, we impaired $ 17.9 million of customer relationships, technology and trademarks and trade names definite-lived other intangible assets related to our high-performance engineered cellular elastomer business.

For additional information related to the impairment charges, refer to “ Note 14 – Supplemental Financial Information.

” The estimated annual future amortization expense is $ 12.4 million, $ 10.8 million, $ 10.4 million, $ 10.0 million and $ 7.8 million in 2024, 2025, 2026, 2027 and 2028, respectively.

The amortization expense and impairment charges related to other intangible assets in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Amortization expense $ 12.4 $ 13.4 $ 16.4

Impairment charges $ — $ — $ 17.9

For additional information related to the impairment charges, refer to “ Note 14 – Supplemental Financial Information .” The estimated annual future amortization expense is $ 10.7 million, $ 10.3 million, $ 10.0 million, $ 7.7 million and $ 7.3 million in 2025, 2026, 2027, 2028 and 2029, respectively.

These amounts could vary based on changes in foreign currency exchange rates.

The weighted average amortization period as of December 31, 2023, by definite-lived other intangible asset class, is presented in the table below:

The weighted average amortization period as of December 31, 2024, by definite-lived other intangible asset class, were as follows:

Definite-Lived Other Intangible Asset Class Weighted Average Remaining Amortization Period

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Trademarks and trade names 9.3 years

Covenants not to compete 0.5 years

Total definite-lived other intangible assets 6.7 years

Note 8 – Pension Benefits, Other Postretirement Benefits and Employee Savings and Investment Plan

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefit Plans

Note 8 – Postretirement Benefits

As of December 31, 2024, we had one qualified noncontributory defined benefit pension plan:

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.

The measurement date for the plan is December 31 st for each respective plan year.

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

The following table summarizes the change in Union Plan assets and changes in benefit obligations:

(Dollars in millions) 2024 2023

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Actual return on plan assets 0.4 1.9

Settlement ( 0.3 ) — — —

Settlements — ( 0.3 )

Employer contributions — 0.3

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Fair value of plan benefit obligations as of January 1 $ 21.4 $ 21.3

Service cost — — 0.1 0.1

Interest cost 1.0 1.1

Actuarial (gain) loss ( 1.7 ) 0.8

Settlement ( 0.3 ) — — —

Settlements — ( 0.3 )

Benefit payments ( 1.7 ) ( 1.5 )

Fair value of plan benefit obligations as of December 31 $ 19.0 $ 21.4

Amount overfunded (underfunded) $ 5.3 $ 5.0 $ ( 1.6 ) $ ( 1.4 )

The increase in our pension plan benefit obligations in 2023 was primarily driven by actuarial losses and interest costs, partially offset by benefit payments and settlements.

Amount overfunded $ 6.4 $ 5.3

The decrease in our pension plan benefit obligations in 2024 was primarily driven by actuarial gains and benefit payments, partially offset by interest costs.

The 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,

The increase in our pension plan benefit obligations in 2023 was primarily driven by actuarial losses and interest costs, partially offset by benefit payments and settlements.

The Union Plan balances reflected in the consolidated statements of financial position, as of December 31, 2024 and 2023, consisted of the following:

(Dollars in millions) 2024 2023

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Non-current assets $ 6.4 $ 5.3

Current liabilities — — ( 0.2 ) ( 0.2 )

Non-current liabilities — ( 0.2 ) ( 1.4 ) ( 1.2 )

Net assets (liabilities) $ 5.3 $ 5.0 $ ( 1.6 ) $ ( 1.4 )

Net assets $ 6.4 $ 5.3

Accumulated Other Comprehensive Loss:

Net actuarial (loss) gain $ ( 11.6 ) $ ( 11.8 ) $ 0.2 $ 0.2

Accumulated other comprehensive (loss) income $ ( 11.6 ) $ ( 11.8 ) $ 0.2 $ 0.2

The PBO, ABO, and fair value of plan assets for our pension plan with plan assets in excess of its PBO or ABO were as follows:

(Dollars in millions) 2023 2022

Projected benefit obligation $ 21.5 $ 21.0

Accumulated benefit obligation $ 21.5 $ 21.0

Fair value of plan assets $ 26.7 $ 26.3

The PBO and ABO of plan assets for our other postretirement benefit plans with a PBO or ABO in excess of plan assets were as follows:

Net actuarial loss $ ( 10.4 ) $ ( 11.6 )

Accumulated other comprehensive loss $ ( 10.4 ) $ ( 11.6 )

The PBO, ABO, and fair value of plan assets for the Union Plan, which has plan assets in excess of its PBO or ABO as of December 31, 2024 and 2023, were as follows:

(Dollars in millions) 2024 2023

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Fair value of plan assets $ 25.4 $ 26.7

The PBO, ABO, and fair value of plan assets for our pension plan with a PBO or ABO in excess of its plan assets were immaterial as of December 31, 2023 and 2022.

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,

The components of the Union Plan’s net periodic benefit cost (credit) in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Service cost $ — $ — $ — $ 0.1 $ 0.1 $ 0.1

Interest cost $ 1.0 $ 1.1 $ 0.7

Expected return of plan assets ( 1.3 ) ( 1.4 ) ( 1.3 )

Amortization of prior service credit — — — — — ( 0.1 )

Amortization of net loss (gain) 0.5 0.4 0.4 — — —

Amortization of net loss 0.5 0.5 0.4

Settlement — 0.1 —

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Plan Assumptions

The key plan assumptions utilized in our annual plan measurements were as follows:

Pension Benefits Other Postretirement Benefits

2023 2022 2023 2022

The key plan assumptions for the Union Plan utilized in our annual plan measurement as of December 31, 2024 and 2023, were as follows:

Weighted average assumptions used in benefit obligations:

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Expected long-term rate of return on assets 5.22 % 5.59 %

For measurement purposes as of December 31, 2023, we assumed an annual health care cost trend rate of 7.00 % for covered health care benefits for retirees pre-age 65 or post-age 65 .

For measurement purposes as of December 31, 2022, 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 .

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.

The Union Plan is 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.

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Fixed income securities comprise a substantial percentage of our plan assets portfolio.

As of December 31, 2023, we held approximately 90 % fixed income and short-term cash securities and 10 % equity securities in our portfolio, compared to December 31, 2022 when we held approximately 91 % fixed income and short-term cash securities and 9 % equity securities.

As of December 31, 2024 and 2023, we held approximately 90 % fixed income and short-term cash securities and 10 % equity securities in our portfolio.

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.

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Total plan assets at fair value $ 3.2 $ 22.4 $ 1.1 $ 26.7

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, 2023:

(Dollars in millions) Guaranteed Deposit Account

Balance as of December 31, 2022 $ 1.1

Change in unrealized gain (loss) —

Purchases, sales, issuances and settlements (net) —

Balance as of December 31, 2023 $ 1.1

We were not required to make any contributions to our qualified noncontributory defined benefit pension plan in 2024 and 2023.

We made expected benefit payments for our qualified noncontributory defined benefit pension plan through the utilization of plan assets in 2024 and 2023.

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 2023 and 2022, 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, 2024.

The following table sets forth the expected benefit payments to be paid for our pension plans and our other postretirement benefit plans:

(Dollars in millions) Pension Benefits Other Postretirement Benefits

2024 $ 1.7 $ 0.2

2025 $ 1.7 $ 0.2

2026 $ 1.7 $ 0.2

2027 $ 1.7 $ 0.2

2028 $ 1.6 $ 0.1

The following table sets forth the expected benefit payments to be paid for the Union Plan:

(Dollars in millions) Pension Benefits

2030-2034 $ 7.3

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The higher expense in 2022 was primarily due to a $ 6.5 million discretionary RESIP contribution related to the previously anticipated merger with DuPont.

Deferred Compensation Plan

We sponsor a non-qualified deferred compensation plan, which provides specified deferred compensation benefits to a certain group of select employees.

The deferred compensation plan is funded through a rabbi trust, which are ultimately invested in accordance with each plan participants’ selections from pre-approved funds.

As of December 31, 2024 and 2023, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds.

Marketable securities are recorded at fair value.

The following table summarizes, by major security type, our marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

Fair Value of Deferred Compensation Plan as of December 31, 2024

(Dollars in millions) Adjusted Cost Unrealized Gains Unrealized Losses Fair Value

Level 1 Securities:

Mutual funds $ 4.6 $ 0.5 $ — $ 5.1

Level 2 Securities:

Fixed income funds $ 0.2 $ — $ — $ 0.2

Total $ 4.8 $ 0.5 $ — $ 5.3

Fair Value of Deferred Compensation Plan as of December 31, 2023

(Dollars in millions) Adjusted Cost Unrealized Gains Unrealized Losses Fair Value

Level 1 Securities:

Mutual funds $ 5.1 $ 0.2 $ ( 0.1 ) $ 5.2

Level 2 Securities:

Fixed income funds $ 0.4 $ — $ — $ 0.4

Total $ 5.5 $ 0.2 $ ( 0.1 ) $ 5.6

Note 9 – Debt

In October 2020, we entered into the Fourth Amended Credit Agreement.

The Fourth Amended Credit Agreement amended and restated the Third Amended Credit Agreement, and provided 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 have been 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 extended the maturity, the date on which all amounts borrowed or outstanding under the Fourth Amended Credit Agreement were due, from February 17, 2022 to March 31, 2024.

All obligations under the Fourth Amended Credit Agreement were guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fourth Amended Credit Agreement (the Guarantors).

The obligations were also secured by a Fourth Amended and Restated Pledge and Security Agreement, dated as of February 17, 2022, entered into by us and the Guarantors which granted 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 included, but were not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.

In March 2021, the FCA publicly announced that immediately after December 31, 2021, publication of most Euro, Swiss Franc, Japanese Yen and Pound Sterling LIBOR settings would permanently cease.

In October 2021, Rogers Corporation and

JPMorgan Chase 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 could have been 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 was 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 was 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 SONIA plus 0.0326 % plus a spread of 162.5 to 200.0 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 incurred 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 contained customary representations and warranties, covenants, mandatory prepayments and events of default under which our payment obligations may have been accelerated.

If an event of default occurred, the lenders may have, among other things, terminated their commitments and declared all outstanding borrowings to be immediately due and payable together with accrued interest and fees.

The financial covenants included 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 were 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 permitted us to pay cash dividends to our shareholders, provided that (i) no default or event of default had occurred and was continuing or would have resulted 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 exceeded 2.75 to 1.00, we may have nonetheless made up to $ 20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default had occurred and was continuing or would have resulted from the payments.

On March 24, 2023, we entered into the Fifth Amended Credit Agreement which amends and restates the Fourth Amended Credit Agreement, and provides for (1) a revolving credit facility with up to $ 450.0 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes, and (2) a $ 225.0 million expansion 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 Fifth Amended Credit Agreement).

The Fifth Amended Credit Agreement extends the maturity, the date on which all amounts borrowed or outstanding under the Fifth Amended Credit Agreement are due, from March 31, 2024 to March 24, 2028.

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 Fifth Amended Credit Agreement).

The Fifth Amended Credit Agreement extended the maturity, the date on which all amounts borrowed or outstanding under the Fifth Amended Credit Agreement are due, from March 31, 2024 to March 24, 2028.

All obligations under the Fifth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fifth Amended Credit Agreement (the Guarantors).

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The base reference rate will be the greater of the (1) prime rate, (2) federal funds effective rate plus 50.0 basis points, and (3) one-month Term SOFR plus 110.0 basis points.

Loans bearing an interest rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR, or the Adjusted TIBOR (each as defined in the Fifth Amended Credit Agreement) will bear interest based on the screen rate plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio.

Loans bearing an interest rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted Euro Interbank Offered Rate, or the Adjusted Tokyo Interbank Offered Rate (each as defined in the Fifth Amended Credit Agreement) will bear interest based on the screen rate plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio.

Based on our leverage ratio as of December 31, 2024, the spread was 162.5 basis points.

In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of 25.0 to 35.0 basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fifth Amended Credit Agreement.

The Fifth Amended Credit Agree ment contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated.

The Fifth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated.

The financial covenants include a requirement 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 3.75 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 in the calculation of the total net leverage ratio.

The Fifth Amended Credit Agreement generally permits

us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00.

The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00.

If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $ 20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments.

Our total net leverage ratio did not exceed 2.75 to 1.00 and our interest coverage ratio was greater than or equal to 3.00 to 1.00 as of December 31, 2024.

There were no new borrowings under our revolving credit facility in 2023, and $ 100.0 million and $ 190.0 million in new borrowings under our revolving credit facility in 2022 and 2021, respectively.

Our new borrowings in 2022 were for use in various operations, while our new borrowings in 2021 were primarily used to fund our acquisition of Silicone Engineering.

We made discretionary principal payments on our revolving credit facility of $ 185.0 million, $ 75.0 million and $ 25.0 million in 2023, 2022 and 2021, respectively.

We had $ 30.0 million and $ 215.0 million of outstanding borrowings under our revolving credit facility as of December 31, 2023 and 2022, respectively.

Our new borrowings under our revolving credit facility and discretionary principal payments on our revolving credit facility in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

New borrowings $ — $ — $ 100.0

Discretionary principal payments 30.0 185.0 75.0

We had no outstanding borrowings under our revolving credit facility as of December 31, 2024, and $ 30.0 million as of December 31, 2023.

We had $ 1.6 million and $ 2.1 million of outstanding line of credit issuance costs as of December 31, 2024 and 2023, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.

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Asbestos Products Litigation

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, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the U.S.

by persons alleging personal injury from exposure to products containing asbestos.

We have never mined, milled, manufactured or marketed asbestos;

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Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred.

In virtually all of the cases against us, the plaintiffs are seeking unspecified damages above a jurisdictional minimum against multiple defendants who may have manufactured, sold or used asbestos-containing products to which the plaintiffs were allegedly exposed and from which they purportedly suffered injury.

purportedly suffered injury.

Most of these cases are being litigated in Maryland, Illinois, Missouri and New York;

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The following table summarizes the change in number of asbestos claims outstanding during 2024, 2023 and 2022:

2024 2023 2022

Claims outstanding as of January 1 506 537 543

New claims filed 150 136 129

Pending claims concluded (1)

( 167 ) ( 135 )

Pending claims dismissed ( 107 ) ( 155 ) ( 119 )

Pending claims settled ( 26 ) ( 12 ) ( 16 )

Claims outstanding as of December 31 523 506 537

(1) For the year ended December 31, 2023, 155 claims were dismissed and 12 claims were settled.

For the year ended December 31, 2022, 119 claims were dismissed and 16 claims were settled.

Settlements totaled approximately $ 4.5 million for the year ended December 31, 2023, compared to $ 2.4 million for the year ended December 31, 2022.

The total indemnity settlements for asbestos claims in 2024, 2023 and 2022 were as follows:

(Dollars in millions) 2024 2023 2022

Settlements $ 11.5 $ 4.5 $ 2.4

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.

In connection with the recognition of liabilities for asbestos-related matters, we record asbestos-related insurance recoverables 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.

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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.

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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 $ 0.4 million, $ 0.6 million and $ 0.5 million in 2023, 2022 and 2021, 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.

The amounts recorded for the asbestos-related liability and the related insurance recoverables 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, 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.

The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.

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 an immaterial impact to the statements of operations in 2023, 2022 and 2021.

Our projected asbestos-related claims and insurance receivables were as follows:

As of December 31,

The uninsured indemnity and defense costs in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Uninsured indemnity and defense costs $ 1.3 $ 0.4 $ 0.6

The 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 in the "Selling, general and administrative expenses” line item of the consolidated statements of operations.

The net impact of the changes in estimated liability and estimated insurance recovery in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Change in estimates of liability and insurance recovery $ 1.4 $ 0.2 $ —

Our projected asbestos-related claims and insurance recoverables as of December 31, 2024 and 2023 were as follows:

(Dollars in millions) 2024 2023

Asbestos-related liabilities $ 57.5 $ 61.5

Asbestos-related insurance receivables $ 56.5 $ 59.8

Asbestos-related insurance recoverables $ 52.3 $ 56.5

Environmental 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.

Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program.

As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection 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.

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The following table sets forth the computation of basic and diluted earnings per share:

Years Ended December 31,

(Dollars and shares in millions, except per share amounts) 2024 2023 2022

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Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share.

For 2023, 2022 and 2021, an immaterial number of shares were excluded each year.

For 2024, 2023 and 2022, less than 0.1 million shares were excluded each year .

Note 12 – Capital Stock and Equity Compensation

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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,

Shares of capital stock reserved for possible future issuance as of December 31, 2024 and 2023, were as follows:

Shares reserved for issuance under outstanding restricted stock unit awards 328,957 248,055

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Share Repurchases

In 2015, we initiated a share repurchase program (the Program) of up to $ 100.0 million of the Company’s capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value.

The Program has no expiration date and may be suspended or discontinued at any time without notice.

There were no share repurchases in 2023 or 2021.

In 2022, we purchased 237,806 shares for a total value of $ 25.0 million using cash from operations and cash on hand.

As of December 31, 2023, $ 24.0 million remained available to purchase under the Program.

In 2015, we initiated a share repurchase program of up to $ 100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value.

In 2024, the Board of Directors authorized an additional $ 100.0 million to be used for share repurchases.

Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.

There were 0.2 million shares repurchased for a total value of $ 19.8 million in 2024, using cash from operations and cash on hand.

There were no shares repurchased in 2023.

There were 0.2 million shares repurchased for a total value of $ 25.0 million in 2022, using cash from operations and cash on hand.

As of December 31, 2024, $ 104.2 million remained available to purchase under our share repurchase program.

(Dollars in millions, except shares and per share amounts)

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs

March 1, 2024 to March 31, 2024 1,500 $ 109.92 1,500 $ 23.8

April 1, 2024 to April 30, 2024 70,893 $ 108.79 70,893 $ 116.2

December 1, 2024 to December 31, 2024 116,045 $ 103.58 116,045 $ 104.2

Equity Compensation

Equity Compensation Expense

The components of equity compensation expense in 2024, 2023 and 2022, were as follows:

(Dollars in millions) 2024 2023 2022

Performance-based restricted stock units $ 6.0 $ 3.7 $ 2.3

Time-based restricted stock units 7.3 9.2 8.2

Deferred stock units 1.3 1.3 1.3

Other 0.5 0.1 —

Total equity compensation expense $ 15.1 $ 14.3 $ 11.8

As of December 31, 2024, there was total unrecognized compensation cost related to unvested performance-based restricted stock units and unvested time-based restricted stock units of $ 8.7 million and $ 8.5 million, respectively, which are expected to be recognized over a weighted average period of 0.8 years and 0.9 years, respectively.

Performance-Based Restricted Stock Units

As of December 31, 2024, we had performance-based restricted stock units from 2024 and 2023 outstanding.

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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.

the three-year total shareholder return on our capital stock as compared to that of a specified group of peer companies.

The total shareholder return 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.

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Below were the assumptions used in the Monte Carlo calculation for each material award granted in 2024 and 2023:

February 9, 2023 February 10, 2021

February 19, 2024 February 13, 2024 February 9, 2023

Expected volatility 46.3 % 46.2 % 53.2 %

Expected term 2.9 years 2.9 years

Expected term (in years) 2.9 years 2.9 years 2.9 years

Risk-free interest rate 4.35 % 4.35 % 4.08 %

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Stock issued — — ( 8,775 ) 147.58 ( 60,053 ) 179.72

Awards forfeited ( 33,761 ) 174.43 ( 15,807 ) 204.69 ( 38,012 ) 189.69

Awards forfeited/cancelled ( 44,122 ) 225.74 ( 33,761 ) 174.43 ( 15,807 ) 204.69

Awards outstanding as of December 31 109,106 $ 186.96 73,528 $ 247.55 65,513 $ 201.18

We recognized $ 3.7 million, $ 2.3 million and $ 7.7 million of compensation expense related to performance-based restricted stock units in 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was $ 8.2 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 1.0 year.

Time-Based Restricted Stock Units

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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.

Each time-based restricted stock unit represents a right to receive one share of 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.

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Stock issued ( 38,795 ) 184.97 ( 62,251 ) 173.52 ( 48,253 ) 183.00

Awards forfeited ( 28,768 ) 213.84 ( 21,072 ) 223.90 ( 9,464 ) 146.58

Awards forfeited/cancelled ( 24,430 ) 141.73 ( 28,768 ) 213.84 ( 21,072 ) 223.90

Awards outstanding as of December 31 110,745 $ 136.77 100,999 $ 171.43 124,284 $ 194.60

We recognized $ 9.2 million, $ 8.2 million and $ 7.6 million of compensation expense related to time-based restricted stock units in 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was $ 10.9 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

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Awards outstanding as of December 31 11,900 $ 123.27 8,100 $ 161.9 6,850 $ 232.51

We recognized $ 1.3 million, $ 1.3 million and $ 1.2 million of compensation expense related to deferred stock units in 2023, 2022 and 2021, respectively.

Note 13 – Operating Segment and Geographic Information

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We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally.

Our CODM is the Chief Executive Officer of Rogers Corporation.

The CODM uses gross margin as a reported segment profit or loss measure to evaluate the performance of each business segment, and then leverages this information to decide where to allocate resources and assess how well each segment is performing financially, considering factors like revenue, inventory, and significant expenses specific to that segment.

Operating Segment Information

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Total net sales $ 452.2 $ 360.9 $ 17.0 $ 830.1

Operating income $ 2.6 $ 76.1 $ 6.6 $ 85.3

Total assets $ 762.8 $ 742.0 $ 12.4 $ 1,517.2

Capital expenditures $ 30.5 $ 25.9 $ 0.6 $ 57.0

Depreciation & amortization $ 27.6 $ 22.8 $ 0.7 $ 51.1

Investment in unconsolidated joint ventures $ — $ 11.1 $ — $ 11.1

Equity income in unconsolidated joint ventures $ — $ 1.8 $ — $ 1.8

Cost of sales $ 319.6 $ 222.4 $ 11.0 $ 553.0

Gross margin $ 132.6 $ 138.5 $ 6.0 $ 277.1

Inventories, net $ 77.8 $ 62.8 $ 1.7 $ 142.3

Depreciation expense $ 17.5 $ 8.7 $ 0.7 $ 26.9

December 31, 2023

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Total net sales $ 509.7 $ 379.0 $ 19.7 $ 908.4

Operating income $ 77.1 $ 60.4 $ 6.9 $ 144.4

Total assets $ 854.2 $ 778.7 $ 13.3 $ 1,646.2

Capital expenditures $ 58.9 $ 57.6 $ 0.3 $ 116.8

Depreciation & amortization $ 21.7 $ 23.5 $ 0.7 $ 45.9

Investment in unconsolidated joint ventures $ — $ 14.1 $ — $ 14.1

Equity income in unconsolidated joint ventures $ — $ 4.4 $ — $ 4.4

Cost of sales $ 352.1 $ 237.0 $ 12.2 $ 601.3

Gross margin $ 157.6 $ 142.0 $ 7.5 $ 307.1

Inventories, net $ 86.7 $ 64.6 $ 2.2 $ 153.5

Depreciation expense $ 17.7 $ 8.5 $ 0.7 $ 26.9

December 31, 2022

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Total net sales $ 530.2 $ 420.0 $ 21.0 $ 971.2

Operating income $ 50.2 $ 60.1 $ 6.9 $ 117.2

Total assets $ 826.7 $ 759.6 $ 12.3 $ 1,598.6

Capital expenditures $ 38.9 $ 31.8 $ 0.4 $ 71.1

Depreciation & amortization $ 22.9 $ 19.7 $ 0.7 $ 43.3

Investment in unconsolidated joint ventures $ — $ 16.3 $ — $ 16.3

Equity income in unconsolidated joint ventures $ — $ 7.0 $ — $ 7.0

Cost of sales $ 358.7 $ 278.4 $ 13.1 $ 650.2

Gross margin $ 171.5 $ 141.6 $ 7.9 $ 321.0

Inventories, net $ 97.3 $ 81.7 $ 3.4 $ 182.4

Depreciation expense $ 16.6 $ 7.8 $ 0.7 $ 25.1

Operating Segment Net Sales by Geographic Area

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December 31, 2024

United States $ 81.1 $ 155.4 $ 3.9 $ 240.4

$ 80.8 $ 136.5 $ 3.6 $ 220.9

Other Americas 4.2 15.5 0.5 20.2

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December 31, 2023

United States $ 122.7 $ 169.4 $ 4.5 $ 296.6

$ 81.1 $ 155.4 $ 3.9 $ 240.4

Other Americas 3.6 13.7 0.3 17.6

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December 31, 2022

United States $ 93.6 $ 161.2 $ 4.5 $ 259.3

$ 122.7 $ 169.4 $ 4.5 $ 296.6

Other Americas 6.6 15.4 0.3 22.3

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The table above lists individual countries with 10% or more of net sales for the periods indicated.

Contract Assets

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” financial statement line item in the consolidated statements of financial position.

Our contract assets by operating segment were as follows:

As of December 31,

(Dollars in millions) 2023 2022

Advanced Electronics Solutions $ 41.4 $ 33.8

Elastomeric Material Solutions 0.4 1.6

Other 3.4 3.5

Total contract assets $ 45.2 $ 38.9

We did not have any contract liabilities as of December 31, 2023 or 2022.

No impairment losses were recognized in 2023, 2022 or 2021 on any 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 millions) 2023 2022

United States $ 384.1 $ 401.2

England 166.7 161.9

Germany 148.9 139.7

Other 169.2 154.7

Total long-lived assets $ 868.9 $ 857.5

(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% or more of long-lived assets have been disclosed.

Note 14 – Supplemental Financial Information

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The components of the “ Restructuring and impairment charges ” line item in the consolidated statements of operations were as follows:

Years Ended December 31,

(Dollars in millions) 2024 2023 2022

Restructuring charges

Manufacturing footprint consolidation $ 12.2 $ — $ —

R&D facility exit 1.4 — —

Global workforce reduction 2.3 8.8 —

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Total restructuring and impairment charges $ 24.1 $ 16.9 $ 66.6

Restructuring Charges - Global Workforce Reduction

On February 16, 2023, we announced a plan to reduce our global workforce that was substantially completed in the first half of 2023, and concluded in the fourth quarter of 2023.

The plan significantly reduced our manufacturing costs and operating expenses.

We incurred $ 8.8 million in pre-tax restructuring charges related to this plan, all of which was in the form of cash-based expenditures and substantially all of which were related to employee severance and other termination benefits.

(Dollars in millions) Global Workforce Reduction Restructuring Severance and Related Benefits

Restructuring Charges - Manufacturing Footprint Consolidation

On June 6, 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility.

We anticipate the plan to be completed in the second half of 2025.

The plan is expected to significantly reduce our manufacturing costs and operating expenses.

We estimate this will improve operating income between $ 7.0 million and $ 9.0 million annually.

We expect to incur approximately $ 22.0 million to $ 28.0 million in pre-tax restructuring charges related to this plan, the majority of which are expected to be in the form of cash-based expenditures related to employee severance and other termination benefits.

Most of the non-cash expenditures will be in the form of accelerated depreciation.

The restructuring may be considered by the Belgian authorities to be an exit of a business, which could subject Rogers to an additional charge in 2025 incurred at the time of exit.

We incurred $ 12.2 million of restructuring charges related to this plan as of December 31, 2024, of which $ 9.7 million were cash-based expenditures in the form of severance and other termination benefits and $ 2.3 million were non-cash expenditures in the form of accelerated depreciation.

Severance and related benefits activity related to the manufacturing footprint consolidation plan is presented in the table below as of December 31, 2024:

(Dollars in thousands) Manufacturing Footprint Consolidation Restructuring Severance and Related Benefits

Balance as of December 31, 2023 $ —

Provisions 9.7

Payments ( 8.6 )

Foreign currency translation adjustment ( 0.5 )

Balance as of December 31, 2024 $ 9.2

Restructuring Charges - R&D Facility Exit

On June 13, 2024, we announced that our Burlington, Massachusetts Innovation Center facility would be closed by the end of 2024.

We incurred $ 1.4 million in pre-tax restructuring charges as of December 31, 2024, of which $ 0.6 million were cash-based expenditures in the form of severance and other termination benefits and $ 0.7 million were non-cash expenditures in the form of accelerated depreciation.

Restructuring Charges - Global Workforce Reduction

In November 2024, we announced a plan to reduce our global workforce that was substantially completed in the fourth quarter of 2024.

We incurred $ 2.3 million in pre-tax restructuring charges related to this plan, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

In February 2023, we announced a plan to reduce our global workforce that was completed in late 2023.

The plan significantly reduced our manufacturing costs and operating expenses.

We incurred $ 8.8 million in pre-tax restructuring charges related to this plan, all of which were cash-based expenditures in the form of employee severance and other termination benefits.

Restructuring Charges - Facility Consolidations

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The plan significantly reduced our manufacturing costs and operating expenses.

We incurred $ 8.1 million in pre-tax restructuring charges related to these facility consolidations, most of which were in the form of accelerated depreciation.

As part of our facility consolidations plan, on February 17, 2023, we entered into an asset purchase agreement to sell our high-performance engineered cellular elastomer business in our EMS operating segment for a purchase price of $ 1.8 million, which was completed in early September 2023.

The assets primarily comprised of the property, plant and equipment, including the facility, accounts receivable, contract assets and inventories, net, while the liabilities were primarily comprised of accounts payable and other accrued liabilities, along with the previously recognized accrual against the net assets of the business based on the estimated fair value of the business in December 2022.

We incurred $ 1.2 million of selling costs in 2023, which were recorded in the “Selling, general and administrative expenses” line item in the consolidated statements of operations.

Further, on September 22, 2023, we completed the sale of one of our Suzhou, China facilities, which had a carrying value of $ 3.0 million, for $ 6.8 million, resulting in a pre-tax gain of $ 1.9 million, inclusive of selling and disposal costs.

We incurred $ 8.3 million in pre-tax restructuring charges to-date related to these facility consolidations, of which $ 0.3 million was incurred in 2024 while $ 8.1 million was incurred in 2023, the majority of which were non-cash expenditures in the form of accelerated depreciation.

As part of our facility consolidations plan, in February 2023, we entered into an asset purchase agreement to sell our high-performance engineered cellular elastomer business in our EMS operating segment for a purchase price of $ 1.8 million.

The first phase of the deal, which pertained to the net assets other than the land and building, was completed in late March 2023, while the second phase, which pertained to the sale of the land and building, was completed in early September 2023.

Of the $ 1.8 million purchase price, $ 1.0 million and $ 0.8 million were allocated to the first and second phases of the deal, respectively.

The first phase of the deal included $ 3.7 million in assets and $ 3.1 million in liabilities.

The assets were primarily comprised of accounts receivable, contract assets and inventories, while the liabilities were primarily comprised of accounts payable and other accrued liabilities, along with the previously recognized accrual against the net assets of the business based on the estimated fair value of the business in December 2022.

We incurred $ 1.2 million of selling costs in 2023, which were recorded in “Selling, general and administrative expenses” in our consolidated statements of operations.

As of December 31, 2024, and as of December 31, 2023, we included $ 13.1 million of assets held for sale within the “Other current assets” financial statement line item of our consolidated statements of financial position, representing the land and building at our Price Road facility in Chandler, Arizona.

We expect the sale of this facility to be completed in early 2025.

In September 2023, we entered into an agreement to sell one of our Suzhou, China facilities, which had a carrying value of $ 3.0 million, for $ 6.8 million resulting in a pre-tax gain of $ 1.9 million, inclusive of selling and disposal costs.

The sale was completed in December 2023.

The net impact of this transaction was recorded in the “Other operating (income) expense, net” line item in the consolidated statements of operations.

As of December 31, 2023, we recognized $ 13.1 million of assets held for sale within the “Other current assets” financial statement line item of our consolidated statements of financial position.

This includes $ 13.1 million for land and building at our Price Road facility in Chandler, Arizona.

Restructuring Charges - Manufacturing Footprint Optimization

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The majority of the restructuring activities were completed in the first half of 2021.

We incurred restructuring charges and related expenses of $ 1.1 million and $ 3.1 million in 2022 and 2021, respectively.

We incurred restructuring charges and related expenses of $ 1.1 million in 2022.

Impairment Charges

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The impairment of the equipment-in-process in our AES operating segment was triggered by our decision in November 2022 to exit the Price Road facility in Arizona.

The impairment charges in 2021 were primarily related to AES operating segment fixed assets in Belgium.

The impairment charges in 2024 were primarily related to our new ERP system still in development.

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 millions) 2024 2023 2022

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The components of the “Other operating (income) expense, net” line item in the consolidated statements of operations were as follows:

Years Ended December 31,

(Dollars in millions) 2024 2023 2022

Fixed assets write-offs $ — $ — $ 1.1

Inventory charges $ — $ — $ 0.2

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Lease obligations — — 0.4

Lease impairments — — 0.5

Compensation & benefits — — 2.4

Third-party property claims — — 4.7

Other — — ( 0.2 )

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however, there was extensive damage to the manufacturing site and some damage to nearby property.

Commercial production at our new location in Siheung, South Korea commenced in late-January 2023.

Commercial production at a new location in Siheung, South Korea commenced in late-January 2023.

In 2023, in connection with the UTIS fire, we recognized insurance recoveries of $ 31.4 million related to our business interruption and property damage insurance claims and incurred $ 0.9 million for various professional services.

In 2022, in connection with the UTIS fire, we recognized insurance recoveries of $ 6.6 million related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, incurred $ 1.4 million for various professional services and incurred $ 2.4 million for compensation and benefits for UTIS manufacturing employees subsequent to the fire.

In 2021, in connection with the UTIS fire, 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, 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.

Further, in 2021 we incurred $ 2.7 million of fees for various professional services in connection with the assessment of the fire and the efforts to rebuild and resume operations and $ 2.1 million of compensation and benefits for UTIS manufacturing employees, subsequent to the fire.

In 2021, we also recognized anticipated insurance recoveries of $ 6.9 million related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, less the applicable $ 0.3 million deductible.

In 2022, we recognized income from a regulatory termination fee of $ 142.1 million, which was net of an incurred transaction-related fee.

For additional information, refer to “Note 16 – Mergers and Acquisitions.”

Other Income (Expense), Net

The components of the “Other income (expense), net” line item in the consolidated statements of operations were as follows:

(Dollars in millions) 2024 2023 2022

Foreign currency translation impacts $ 1.7 $ ( 1.1 ) $ 1.7

Foreign currency derivative impacts ( 0.2 ) 1.0 ( 0.3 )

Copper derivative impacts ( 0.4 ) ( 0.6 ) ( 0.8 )

Gain on JV Separation Agreement transactions 7.7 — —

Other — — 0.5

Total other income (expense), net $ 8.8 $ ( 0.7 ) $ 1.1

Interest Expense, Net

The components of the “Interest expense, net” line item in the consolidated statements of operations were as follows:

Years Ended December 31,

(Dollars in millions) 2024 2023 2022

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As of December 31, 2024, we had state net operating loss carryforwards totaling $ 13.2 million in various state taxing jurisdictions, which expire between 2025 and 2044, and approximately $ 3.8 million of state research credit carryforwards, which will expire between 2025 and 2041.

We also had a $ 0.8 million federal research and development (R&D) credit carryforward that will expire in 2043.

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.

We also had a $ 1.7 million federal R&D credit carryforward that will expire in 2043.

We believe that it is more likely than not that the benefit from certain of the state net operating losses and state R&D credits carryforwards will not be realized.

In recognition of this risk, we have provided a valuation allowance of $ 2.1 million relating to these carryforwards.

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As of December 31, 2024, we had foreign net operating loss carryforwards totaling $ 60.8 million.

Germany losses totaled $ 12.2 million and can be carried forward indefinitely.

Luxembourg losses totaled $ 29.3 million, of which $ 4.0 million will expire between 2034 and 2040, and the rest will be carried forward indefinitely.

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China losses totaled $ 14.8 million, which expire between 2025 and 2029.

We believe it is more likely than not that these losses will expire unused, and have provided a valuation allowance for all China net operating loss carryforwards.

Korea losses totaled $ 6.6 million, which expire between 2036 and 2038.

We had a valuation allowance of $ 11.4 million as of December 31, 2023 and $ 2.8 million as of December 31, 2022, against certain of our deferred tax assets, primarily carryforwards expected to expire unused and deferred tax assets that are capital in nature.

We believe it is more likely than not that some of these losses will expire unused, and have provided a valuation allowance for a portion of China net operating loss carryforwards.

South Korea losses totaled $ 4.5 million, which expire between 2036 and 2038.

We had a valuation allowance of $ 12.5 million as of December 31, 2024 and $ 11.4 million as of December 31, 2023, against certain 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.

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Foreign source income, net of tax credits ( 2.7 ) ( 2.3 ) ( 6.5 )

State tax, net of federal ( 0.5 ) 6.9 0.2

State tax, net of federal impact 0.9 ( 0.5 ) 6.9

Deferred tax adjustment — 1.2 —

Unrecognized tax benefits ( 1.5 ) ( 0.2 ) 1.9

Equity compensation excess tax deductions 0.3 ( 3.0 ) 0.3

Equity compensation 1.7 0.3 ( 3.0 )

General business credits ( 1.6 ) ( 2.4 ) ( 0.8 )

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Valuation allowance change ( 0.8 ) 0.7 ( 6.9 )

JV separation non-taxable ( 1.5 ) — —

Taxable currency fluctuations 1.0 — —

Other 0.4 0.9 ( 3.2 )

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Our effective income tax rate for 2024 was 23.9 % compared to 25.8 % for 2023.

The 2023 rate increase was primarily due to the impact of the 2022 valuation allowance releases not recurring in 2023.

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

We did not make any changes in 2024 to our position on the permanent reinvestment of our historical earnings from foreign operations.

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Foreign currency exchange — 0.1 ( 0.1 )

Settlements 0.1 ( 1.0 ) ( 2.1 )

Lapse of statue of limitations $ ( 1.2 ) $ — $ —

Settlements and remeasurements ( 1.8 ) 0.1 ( 1.0 )

Lapse of statute of limitations ( 0.1 ) ( 1.2 ) —

Ending balance as of December 31 $ 6.8 $ 8.5 $ 8.9

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Note 16 – Mergers and Acquisitions

Acquisition of Silicone Engineering Ltd.

On October 8, 2021, we acquired 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 was a $ 4.1 million holdback, upon which we could issue claims against until six months after the close of the acquisition, at which point in time the holdback amount, less any holdback claims, was to be paid to the previous owners of Silicone Engineering.

In April 2022, we paid $ 1.3 million of the holdback in exchange for a 6-month extension of the holdback period.

In October 2022, we paid back the remaining of the holdback, less an immaterial amount for claims.

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 has expanded 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.

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 millions) 2021

Net sales $ 973.2

Net income $ 120.1

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 50 % ownership shares of RIC, we acquired INOAC’s 50 % ownership 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, which was recorded in “Other income (expense), net” line item in our consolidated statements of operations.

This was comprised of a $ 2.6 million remeasurement gain on our previously owned 50 % share of RIS, a $ 2.2 million gain on our disposition of our 50 % ownership of RIC, as well as $ 1.4 million and $ 1.6 million reclassifications of historical cumulative translation adjustments for RIC and RIS, respectively, to pre-tax income, from accumulated other comprehensive income (loss).

Our 50 % ownership interests in RIS had estimated fair value of $ 5.5 million.

The acquisition of INOAC’s shares of RIS has been accounted for in accordance with applicable purchase accounting guidance.

We recorded goodwill primarily related to the expected synergies from combining operations, which is not deductible for tax purposes.

The valuation methodology used to fair value our previously held equity investment in RIS was the discounted cash flow approach.

Key inputs used in valuing RIS included projected future cash flows, a discount rate reflecting the cost of capital and cost of debt, and a terminal growth rate representing the asset's value beyond the explicit forecast period.

The valuation methodology used to fair value the property, plant and equipment constituting RIS Production Line 1 was the indirect cost method of the cost approach.

Key inputs used in valuing the property, plant and equipment constituting RIS Production Line 1 included the estimated replacement cost and the related physical depreciation, functional obsolescence, and economic obsolescence of the property, plant, and equipment.

If the JV Separation Agreement had been executed and effective January 1, 2023, the $ 7.7 million gain on the transactions would have been shifted from the fourth quarter of 2024 to the first quarter of 2023, with no other significant impacts.

As of the filing date of this Annual Report on Form 10-K, the purchase accounting and purchase price allocation for the RIS acquisition transaction are considered preliminary as we continue to refine our valuation of certain acquired assets and liabilities assumed.

The following table represents the fair values assigned to the acquired assets and liabilities assumed in the transaction:

(Dollars in millions) November 5, 2024

Cash and cash equivalents $ 4.5

Accounts receivable 1.1

Property, plant and equipment 3.3

Other assets 0.1

Total assets 14.0

Accounts payable 0.6

Other accrued liabilities 2.0

Deferred income taxes 0.4

Total liabilities 3.0

Fair value of net assets acquired $ 11.0

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.

On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc.

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.

Consummation of the merger was subject to various customary closing conditions, including regulatory approval by the State Administration for Market Regulation of China, 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 State Administration for Market Regulation of China and on that date, DuPont de Nemours, Inc.

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.

Note 17 - Recent Accounting Standards

Recently Issued Standards

Recently Adopted Standards Reflected in 2024 Financial Statements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Adoption of the standard requires using the retrospective approach.

We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.

We adopted ASU 2023-07 in our 2024 10-K using the retrospective approach.

Recently Issued Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Adoption of the standard should be applied on a prospective basis and retrospective application to all periods presented is permitted.

Adoption of the standard will be applied on a prospective basis and retrospective application to all periods presented is permitted.

We will adopt ASU 2023-09 in our 2025 10-K using a prospective transition method.

We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

The amendments in this update require new disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions.

The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

Adoption should be applied either prospectively to financial statements issued after the effective date, or retrospectively to any or all prior periods presented in the financial statements.

We will adopt ASU 2024-03 in our 2026 10-K using a prospective transition method.

We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.

(Dollars in millions) Balance at Beginning of Period Charged to (Reduction of) Costs and Expenses Taken Against Allowance Other (Deductions) Recoveries Balance at End of Period

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(Dollars in millions) 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

Inventory Reserves

December 31, 2024 $ 22.0 $ 18.5 $ ( 14.0 ) $ ( 3.3 ) $ 23.2

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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 8. Financial Statements and Supplementary Data