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ROGERS CORP - Quarter Report: 2024 March (Form 10-Q)

Other non-cash charges, net  Changes in assets and liabilities:Accounts receivable() Proceeds from insurance related to operations  Contract assets ()Inventories, net  Other current assets  Accounts payable and other accrued expenses ()Other, net ()Net cash provided by operating activities  Investing Activities:Capital expenditures()()Disposition of business  Net cash used in investing activities()()Financing Activities:Repayment of debt principal and finance lease obligations()()Line of credit issuance costs ()Payments of taxes related to net share settlement of equity awards()()Share repurchases() Net cash used in financing activities()()Effect of exchange rate fluctuations on cash() Net decrease in cash and cash equivalents()()Cash and cash equivalents at beginning of period  Cash and cash equivalents at end of period$ $ Supplemental Disclosures:Accrued capital additions$ $ Cash paid during the year for:Interest, net of amounts capitalized$ $ Income taxes, net of refunds$ $ 
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ROGERS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 –
Note 2 –
)$()$()Other comprehensive income (loss) before reclassifications() ()Amounts reclassified from accumulated other comprehensive loss   Net current-period other comprehensive income (loss)() ()Balance as of March 31, 2024$()$()$()Balance as of December 31, 2022$()$()$()Other comprehensive income (loss) before reclassifications   Amounts reclassified from accumulated other comprehensive loss   Net current-period other comprehensive income (loss)   Balance as of March 31, 2023$()$()$()
(1) Net of taxes of $ million for both March 31, 2024 and December 31, 2023. Net of taxes of $ million for both March 31, 2023 and December 31, 2022.
Note 3 –
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 EUR/USD KRW/USD JPY/EUR¥ 
Commodity
As of March 31, 2024, we had outstanding contracts to hedge exposure related to the purchase of copper in our AES operating segment. These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our condensed consolidated statements of operations in the period in which the adjustment occurred.
metric tons per monthJuly 2024 - September 2024
metric tons per month
October 2024 - December 2024
metric tons per month
January 2025 - March 2025
metric tons per month
Effects on Financial Statements
)$ Copper Derivative Contracts Contracts not designated as hedging instrumentsOther income (expense), net$ $ 
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.
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 $()$ $()Copper derivative contracts$ $ $ $ 
Derivative Instruments at Fair Value as of December 31, 2023
(Dollars in millions)Level 1Level 2Level 3
Total(1)
Foreign currency contracts$ $()$ $()
Copper derivative contracts$ $ $ $ 
(1) All balances were recorded in the “Other current assets” or “Other accrued liabilities” line items in the condensed consolidated statements of financial position.
Note 4 –
 $ Work-in-process  Finished goods  Total inventories$ $ 
Note 5 -
 $ 
Accounts Receivable
 $ Accounts Receivable - OtherTotal$ $ 
Accounts Payable
 $ Accounts Payable - OtherTotal$ $ 
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Note 6 -
 $ Short-term leases expense$ $ Payments on operating lease obligations$ $ 
Lease Balances in Statements of Financial Position
 $ Operating lease right-of-use assetsOperating lease right-of-use assets$ $ Finance lease obligations, current portionOther accrued liabilities$ $ Finance lease obligations, non-current portionOther long-term liabilities$ $ Total finance lease obligations$ $ Operating lease obligations, current portionOperating lease obligations, current portion$ $ Operating lease obligations, non-current portionOperating lease obligations, non-current portion$ $ Total operating lease obligations$ $ 
Net Future Minimum Lease Payments
 $ $ $ $()$ 2025 ()  () 2026 ()  () 2027 ()  () 2028 ()  () Thereafter ()  () Total lease payments ()  () Less: Interest() ()() ()Present Value of Net Future Minimum Lease Payments$ $()$ $ $()$ 
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years yearsOperating leases years yearsWeighted Average Discount RateFinance leases%%Operating leases%%
Note 7 –
 $ $ $ Foreign currency translation adjustment()() $()March 31, 2024$ $ $ $ 
Other Intangible Assets
 $ $ $ $ $ Technology      Trademarks and trade names      Covenants not to compete      Total definite-lived other intangible assets      Indefinite-lived other intangible asset    —  Total other intangible assets$ $ $ $ $ $ 
In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.
Amortization expense was $ million and $ million for the three months ended March 31, 2024 and 2023, respectively. The estimated future amortization expense is $ million, $ million, $ million, $ million, and $ million in 2024, 2025, 2026, 2027 and 2028, respectively. These amounts could vary based on changes in foreign currency exchange rates.
yearsTechnology yearsTrademarks and trade names yearsCovenants not to compete yearsTotal definite-lived other intangible assets years
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Note 8 –
qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013. Additionally, we sponsor other 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 31st for each respective plan year.
Components of Net Periodic Benefit Cost (Credit)
  Expected return of plan assets()()Amortization of net loss (gain)  Net periodic benefit cost (credit)$ $ 
Employer Contributions
There were required or voluntary contributions made to the Union Plan for each of the three months ended March 31, 2024 and 2023. Additionally, we are t required to make additional contributions to the Union Plan for the remainder of 2024.
As there is no funding requirement for the other postretirement benefit plans, we funded these benefit payments as incurred, which were immaterial for each of the three months ended March 31, 2024 and 2023, using cash from operations.
Note 9 –
 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes, and (2) a $ 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.
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). The obligations are also secured by a Fifth Amended and Restated Pledge and Security Agreement, dated as of March 24, 2023, entered into by us and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of ours and the Guarantors. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.
Borrowings under the Fifth Amended Credit Agreement bear interest based on one of options. Alternate base rate loans will bear interest at a rate that includes a base reference rate plus a spread of to basis points, depending on our leverage ratio. The base reference rate will be the greater of the (1) prime rate, (2) federal funds effective rate plus basis points, and (3) one-month Term SOFR plus 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 to basis points, depending on our leverage ratio. Based on our leverage ratio as of March 31, 2024, the spread was basis points.
In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of to 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 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
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to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than to 1.00. We are permitted to net up to $ 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 to 1.00. If our total net leverage ratio exceeds to 1.00, we may nonetheless make up to $ 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 to 1.00 and our interest coverage ratio was greater than or equal to to 1.00 as of March 31, 2024.
There were borrowings under the Fifth Amended Credit Agreement during the three months ended March 31, 2024 or the three months ended March 31, 2023. We are not required to make any quarterly principal payments under the Fifth Amended Credit Agreement. We made a $ million discretionary principal payment during the three months ended March 31, 2024, and we made a $ million discretionary principal payment during the three months ended March 31, 2023.
We had outstanding borrowings under our revolving credit facility as of March 31, 2024, and $ million as of December 31, 2023. We had $ million and $ million of outstanding line of credit issuance costs as of March 31, 2024 and December 31, 2023, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.
Note 10 –
 New claims filed 
Pending claims concluded(1)
()
Claims outstanding as of March 31, 2024
 
(1) For the three months ended March 31, 2024, claims were dismissed and claims were settled. Settlements totaled approximately $ million for the three months ended March 31, 2024.
Impact on Financial Statements
We recognize a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos-related matters, we record asbestos-related insurance receivables that are deemed probable.
The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy.
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 $ Asbestos-related insurance receivables$ $ 
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. We evaluated this matter and completed internal due diligence work related to the site in the fourth quarter of 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We have incurred $ million of aggregate remediation costs through March 31, 2024, and the accrual for future remediation efforts is $ million.
Other Matters
In addition to the above issues, the nature and scope of our business brings us in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject us to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. We have established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation will have a material adverse impact on our results of operations, financial position or cash flows.
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Note 11 –
 $()Denominator:Weighted-average shares outstanding - basic  Effect of dilutive shares  Weighted-average shares outstanding - diluted  Basic earnings (loss) per share$ $()Diluted earnings (loss) per share$ $()
an immaterial number of shares were excluded.
Note 12 –
 million of the Company’s capital stock to mitigate the dilutive effects of stock option 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. For the three months ended March 31, 2024, we purchased shares for a total value of $ million using cash from operations and cash on hand. As of March 31, 2024, $ million remained available to purchase under the Program. Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.

$ $ 
Equity Compensation
Performance-Based Restricted Stock Units
As of March 31, 2024, we had outstanding performance-based restricted stock units with a market condition from 2024 and 2023. These awards generally cliff vest at the end of a measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from % to % of the original award amount, based on certain defined performance measures.
The performance-based restricted stock units with a market condition have one measurement criterion: the total shareholder return (“TSR”) on our capital stock as compared to that of a specified group of peer companies. The fair value of this measurement criterion was determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.

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%%%Expected term (in years)Risk-free interest rate%%%
Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility.
Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model.
Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of % was used in the Monte Carlo simulation valuation model.
As of March 31, 2024, we had outstanding performance-based restricted stock units with a performance condition from 2024. These awards generally cliff vest at the end of a performance period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from % to % of the original award amount, based on certain defined performance measures.
The performance-based restricted stock units with a performance condition have one measurement criterion: 2025 net revenue. The fair value of these awards was determined based on the market value of the underlying stock price at the grant date with cumulative compensation expense recognized to-date being increased or decreased based on the changes in the forecasted payout percentage as of the end of each reporting period. We account for forfeitures as they occur.
 Awards granted Stock issued Awards cancelled()Awards outstanding as of March 31, 2024 
We recognized $ million and $ million of compensation expense for performance-based restricted stock units for the three months ended March 31, 2024 and 2023, respectively.
Time-Based Restricted Stock Units
As of March 31, 2024, we had time-based restricted stock unit awards from 2024, 2023, 2022 and 2021 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive 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. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
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 Awards granted Stock issued()Awards cancelled()Awards outstanding as of March 31, 2024 
We recognized $ million and $ million of compensation expense for time-based restricted stock units for the three months ended March 31, 2024 and 2023, respectively.
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards are fully vested on the date of grant and the related shares are generally issued on the -month anniversary of the grant date unless the individual elects to defer the receipt of those shares. Each deferred stock unit results in the issuance of share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date.
 Awards granted Stock issued()Awards outstanding as of March 31, 2024 
We recognized an immaterial amount of compensation expense and compensation expense for deferred stock units for the three months ended March 31, 2024 and 2023, respectively.
Employee Stock Purchase Plan
We have an ESPP that allows eligible employees to purchase, through payroll deductions, shares of our capital stock at a discount to fair market value. The ESPP has offering periods each year, the first beginning in mid-December and ending in mid-June and the second beginning in mid-June and ending in mid-December. The ESPP contains a look-back feature that allows the employee to acquire shares of our capital stock at a % discount from the underlying market price at the beginning or end of the applicable period, whichever is lower. We recognize compensation expense on this plan ratably over the offering period based on the fair value of the anticipated number of shares that will be issued at the end of each offering period. Compensation expense is adjusted at the end of each offering period for the actual number of shares issued. Fair value is determined based on two factors: (i) the % discount on the underlying stock’s market value on the first day of the applicable offering period, and (ii) the fair value of the look-back feature determined by using the Black-Scholes model. We recognized $ million of compensation expense associated with the ESPP for the three months ended March 31, 2024.
Note 13 –
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 $ $ $ Net sales - recognized at a point in time    Total net sales$ $ $ $ Operating income$ $ $ $ 
Three Months Ended March 31, 2023
Net sales - recognized over time$ $ $ $ Net sales - recognized at a point in time    Total net sales$ $ $ $ Operating income$()$ $ $()
Net sales by operating segment and by geographic area were as follows:
(Dollars in millions)
Net Sales(1)
Region/CountryAdvanced Electronics SolutionsElastomeric Material SolutionsOtherTotal
Three Months Ended March 31, 2024
United States$ $ $ $ 
Other Americas    
Total Americas    
China    
Other APAC    
Total APAC    
Germany    
Other EMEA    
Total EMEA    
Total net sales$ $ $ $ 
Three Months Ended March 31, 2023
United States$ $ $ $ 
Other Americas    
Total Americas    
China    
Other APAC    
Total APAC    
Germany    
Other EMEA    
Total EMEA    
Total net sales$ $ $ $ 
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We have 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 contract assets on the condensed consolidated statements of financial position.
 $ Elastomeric Material Solutions  Other  Total contract assets$ $ 
We did not have any contract liabilities as of March 31, 2024 or December 31, 2023. No impairment losses were recognized for each of the three month periods ended March 31, 2024 and 2023, respectively, on any receivables or contract assets arising from our contracts with customers.
Note 14 –
 $ Facility consolidations  Total restructuring charges$ $ Total restructuring and impairment charges$ $ 
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 $ 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.
Restructuring Charges - Facility Consolidations
In late 2022 and early 2023, we announced our intention to exit certain facilities in the U.S. and Asia. The plan significantly reduced our manufacturing costs and operating expenses. We have incurred $ million in pre-tax restructuring charges to-date related to these facility consolidations, most of which were 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 $ 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 $ million purchase price, $ million and $ million were allocated to the first and second phases of the deal, respectively. The first phase of the deal included $ million in assets and $ 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 $ million of selling costs in 2023, which were recorded in “Selling, general and administrative expenses” in our condensed consolidated statements of operations.
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 million of assets held for sale within the “Other current assets” financial statement line item of our condensed consolidated statements of financial position, representing the land and building at our Price Road facility in Chandler, Arizona. We still expect the sale of this facility to be completed in the second quarter of 2024. In September 2023, we entered into an agreement to sell one of our Suzhou, China facilities, which had a carrying value of $ million, for $ million resulting in a pre-tax gain of $ 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 condensed consolidated statements of operations.
Allocation of Restructuring and Impairment Charges to Operating Segments
 $ Elastomeric Material SolutionsAllocated restructuring charges  Total restructuring and impairment charges$ $ 
Other Operating (Income) Expense, Net
 $ Insurance recoveries ()Total UTIS fire ()Total other operating (income) expense, net$ $()
In early February 2021, there was a fire at our UTIS manufacturing facility in Ansan, South Korea, which manufactures eSorba® polyurethane foams used in portable electronics and display applications. The site was safely evacuated and there were no reported injuries; however, there was extensive damage to the manufacturing site and some damage to nearby property. Commercial production at our new location in Siheung, South Korea commenced in late January 2023.
In connection with the UTIS fire, we recognized insurance recoveries of $ million related to our ongoing insurance claims for business interruption and property damage for the three months ended March 31, 2023. We incurred $ million for various professional services for the three months ended March 31, 2023, in connection with the pursuit of our insurance claims.

Interest Expense, Net
)$()Line of credit fees()()Debt issuance amortization costs()()Interest income  Total interest expense, net$()$()
Note 15 –
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% in the first quarter of 2024. During the first quarter of 2024, our effective tax rate was unfavorably impacted primarily by the write-off of deferred tax assets related to stock compensation.
During the first quarter of 2023, our effective tax rate was %. During the first quarter of 2023, our effective tax rate was unfavorably impacted primarily by an increase in the valuation allowance attributable to loss jurisdictions in which no benefit is anticipated to be realized.
The OECD Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15%. Based on current enacted legislation effective in 2024 and our structure, we do not expect a material impact in 2024. We are monitoring developments and evaluating the impacts these new rules will have on our future effective income tax rate, tax payments, financial condition, and results of operations.
Note 16 -
Item 2.    Management’s Discussion and Analysis of Results of Operations and Financial Position
As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such statements are generally accompanied by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:
failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, such as delays in adoption or implementation of new technologies;
failure to successfully execute on our long-term growth strategy as a standalone company;
uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, Germany, Belgium, England, South Korea and Hungary where we maintain significant manufacturing, sales or administrative operations;
the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China supply chain decoupling;
fluctuations in foreign currency exchange rates;
our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;
the extent to which end-user products and systems incorporating our products achieve commercial success;
the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
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intense global competition affecting both our existing products and products currently under development;
business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;
the impact of sanctions, export controls and other foreign asset or investment restriction;
failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
our ability to attract and retain management and skilled technical personnel;
our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
changes in environmental laws and regulations applicable to our business; and
disruptions in, or breaches of, our information technology systems.
Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed in this section and elsewhere in this report, including under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report) and our other reports filed with the SEC, any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes that appear elsewhere in this Form 10-Q along with our audited consolidated financial statements and the related notes thereto in our Annual Report.
Company Overview and Strategy
We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.
Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on commercial activities, expanding capacity to meet customer demand and driving innovation.
As a market-driven organization, we are focused on capitalizing on growth opportunities in the increasing electrification of vehicles, including EV/HEV, and increasing use of ADAS in the automotive industry, the advancement of communication systems in aerospace and defense, the growth of 5G smartphones in the portable electronics industry, and in renewable energy. In addition to our focus on these markets, we sell into a variety of other markets including general industrial, wireless infrastructure and mass transit.
Our growth strategy is based on addressing trends in these markets and applying our repeatable customer engagement process. Our sales engineers and technical service employees work closely with our customers to understand their complex challenges. They then leverage our innovation and technology capabilities and deep applications expertise to provide unique solutions to customers’ challenges. In addition to these capabilities, our strategy for success as a manufacturer of engineered materials and components is also built on our reputation for high performance and reliability solutions, trusted customer relationships, a broad product portfolio and custom design capabilities. Through this strategy we expect to be able to drive further commercial wins, which provide the potential for higher growth in the future. We have also expanded our capabilities through organic investment and acquisitions and strive to ensure high quality solutions for our customers.
Our operational excellence efforts are focused on driving significant near-term enhancements to our profitability and ongoing cost structure improvements. These efforts include focusing on improving yields, throughput, procurement capabilities and manufacturing processes and selectively adding strategic new hires to achieve better performance. We have also taken specific cost improvement actions in the fourth quarter of 2022 through the end of 2023 that have benefited subsequent quarters. These actions include optimizing our manufacturing footprint, divesting non-core product lines and reductions to manufacturing and corporate employees. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.
We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational
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and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.
If we are able to successfully execute on our strategy, we see an opportunity, over the next several years, to return to historical levels of profitability and meaningfully improve revenues from 2023 levels, led by organic growth and complemented by targeted acquisitions. This outlook is supported by our participation in a number of growth markets and by our strong competitive positions in these markets. The fastest growing market opportunity is expected to be EV/HEV where third-party analysis projects that the market will increase at a compound annual growth rate of between 15% and 20% over the next several years. Within the EV/HEV market, we believe our advanced battery cell pads, ceramic substrates and power interconnects provide multiple content opportunities to capitalize on this growth. Across these areas we have secured a number of design wins and have a strong opportunity pipeline, which provides confidence in our growth outlook. Other markets with a good growth trajectory include ADAS, aerospace and defense, portable electronics and renewable energy. Each of these markets is expected to contribute to our growth.
Executive Summary
The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity:
In the first quarter of 2024 as compared to the first quarter of 2023, our net sales decreased approximately 12.5% to $213.4 million, our gross margin decreased approximately 70 basis points to 32.0% from 32.7%, and we had an operating income of 5.5% compared to an operating loss of 0.1%, an increase of approximately 560 basis points.
We made $30.0 million of discretionary principal payments on our revolving credit facility in the first quarter of 2024.
Results of Operations
The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:
March 31, 2024March 31, 2023
Net sales100.0 %100.0 %
Gross margin32.0 %32.7 %
Selling, general and administrative expenses22.3 %24.6 %
Research and development expenses4.2 %3.9 %
Restructuring and impairment charges %4.3 %
Other operating (income) expense, net %— %
Operating income (loss)5.5 %(0.1)%
Equity income in unconsolidated joint ventures0.1 %— %
Other income (expense), net0.2 %— %
Interest expense, net(0.4)%(1.4)%
Income (loss) before income taxes5.4 %(1.5)%
Income tax expense (benefit)1.8 %(0.1)%
Net income (loss)3.7 %(1.4)%
Net Sales and Gross Margin
(Dollars in millions)March 31, 2024March 31, 2023
Net sales$213.4 $243.8 
Gross margin$68.2 $79.7 
Percentage of net sales32.0 %32.7 %
Net sales decreased by 12.5% in the first quarter of 2024 compared to the first quarter of 2023. Our AES and EMS operating segments had net sales decreases of 10.2% and 16.1%, respectively. The decrease in net sales was primarily due to lower net sales in the EV/HEV, ADAS and renewable energy markets in our AES operating segment and lower net sales in the general industrial and consumer markets in our EMS operating segment. The decrease was partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets in our AES operating segment and higher net sales in the EV/HEV
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and aerospace and defense markets in our EMS operating segment. We experienced lower EV/HEV net sales in our AES operating segment as customers continued to manage inventory levels and adjusted to softer end market demand. Foreign currency exchange rate changes year-over-year had an immaterial impact on net sales on a quarter-to-date basis.
Gross margin as a percentage of net sales decreased approximately 70 basis points to 32.0% in the first quarter of 2024 compared to 32.7% in the first quarter of 2023. Gross margin in the first quarter of 2024 declined due to unfavorable impacts from lower volume and unfavorable mix in our AES and EMS operating segments, as well as unfavorable factory utilization in our AES operating segment. This was partially offset by lower raw material costs, favorable yield performance and lower inventory reserves provisions in our AES and EMS operating segments, as well as favorable impacts in factory utilization from our factory optimization efforts in our EMS operating segment.
Selling, General and Administrative Expenses
(Dollars in millions)March 31, 2024March 31, 2023
Selling, general and administrative expenses$47.5 $60.1 
Percentage of net sales22.3 %24.6 %
SG&A expenses decreased 21.0% in the first quarter of 2024 from the first quarter of 2023, primarily due to a $9.9 million decrease in professional services expense, a $0.9 million decrease in total compensation and benefits and a $0.7 million decrease in recruiting, relocation and training expenses. The decrease in professional services expense was primarily attributable to the non-recurrence of the $7.6 million of non-routine shareholder advisory costs.
Research and Development Expenses
(Dollars in millions)March 31, 2024March 31, 2023
Research and development expenses$8.9 $9.6 
Percentage of net sales4.2 %3.9 %
R&D expenses decreased 7.3% in the first quarter of 2024 from the first quarter of 2023 due to a $0.6 million decrease in professional services expense and a $0.4 million decrease in total compensation and benefits expense, partially offset by a $0.2 million increase in trial costs for alternative raw materials.
Restructuring and Impairment Charges and Other Operating (Income) Expense, Net
(Dollars in millions)March 31, 2024March 31, 2023
Restructuring and impairment charges$0.1 $10.5 
Other operating (income) expense, net$ $(0.2)
We incurred restructuring charges and related expenses in 2023 associated with the announced reduction of our global workforce along with certain facility consolidation efforts, which were substantially completed as of December 31, 2023. The plans significantly reduced our manufacturing costs and operating expenses. We recognized restructuring charges and related expenses pertaining to these restructuring projects of $10.5 million for the three months ended March 31, 2023. For additional information, refer to “Note 14 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
With respect to other operating (income) expense, net, we recognized no income and income of $0.2 million in the first quarter of 2024 and 2023, respectively. The impact in the first quarter of 2023 primarily consisted of insurance recoveries, partially offset by professional service costs, from the fire at our UTIS manufacturing facility in Ansan, South Korea. For additional information, refer to “Note 14 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Equity Income in Unconsolidated Joint Ventures
(Dollars in millions)March 31, 2024March 31, 2023
Equity income in unconsolidated joint ventures$0.3 $0.1 
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As of March 31, 2024, we had two unconsolidated joint ventures, each 50% owned: RIC and RIS. Equity income in those unconsolidated joint ventures increased $0.2 million in the first quarter of 2024 from the first quarter of 2023. On a quarter-to-date basis, the increase was due to higher net sales and lower SG&A costs for RIC. The higher net sales for RIC was primarily driven by the portable electronics market in Asia.
Other Income (Expense), Net
(Dollars in millions)March 31, 2024March 31, 2023
Other income (expense), net$0.4 $0.1 
Other income (expense), net increased to income of $0.4 million in the first quarter of 2024 from income of $0.1 million in the first quarter of 2023. The increase was due to favorable year-over-year change in impacts from our foreign currency transactions, partially offset by unfavorable year-over-year change in impacts from our foreign currency derivatives.
Interest Expense, Net
(Dollars in millions)March 31, 2024March 31, 2023
Interest expense, net$(0.8)$(3.5)
Interest expense, net, decreased by $2.7 million in the first quarter of 2024 from the first quarter of 2023. The decrease on a year-over-year quarter-to-date basis was primarily due to a lower weighted-average outstanding borrowings under our revolving credit facility.
Income Taxes
(Dollars in millions)March 31, 2024March 31, 2023
Income tax expense (benefit)$3.8 $(0.1)
Effective tax rate32.8 %3.5 %
The below discussion of the effective tax rate for the periods presented in the consolidated statements of operations is in comparison to the 21% U.S. statutory federal income tax rate.
Our effective tax rate was 32.8% in the first quarter of 2024. During the first quarter of 2024, our effective tax rate was unfavorably impacted primarily by the write-off of deferred tax assets related to stock compensation.
During the first quarter of 2023, our effective tax rate was 3.5%. During the first quarter of 2023, our effective tax rate was unfavorably impacted primarily by an increase in the valuation allowance attributable to loss jurisdictions in which no benefit is anticipated to be realized.
Operating Segment Net Sales and Operating Income
Advanced Electronics Solutions
(Dollars in millions)March 31, 2024March 31, 2023
Net sales$122.1 $135.9 
Operating income (loss)$4.4 $(5.5)
AES net sales decreased by 10.2% in the first quarter of 2024 compared to the first quarter of 2023. The decrease in net sales over the first quarter of 2023 was primarily driven by lower net sales in the EV/HEV, ADAS and renewable energy markets, partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to softer end market demand. Foreign currency exchange rate changes year-over-year had an immaterial impact on net sales on a quarter-to-date basis.
We recognized operating income of $4.4 million in the first quarter of 2024 compared to an operating loss of $5.5 million in the first quarter of 2023. The increase in operating income was due to lower raw material costs, favorable yield performance and lower inventory reserves provisions, partially offset by the unfavorable impacts from lower volume and unfavorable mix, as well as unfavorable factory utilization. As a percentage of net sales, the operating income in the first quarter of 2024 was 3.6% compared to an operating loss of 4.1% reported in the first quarter of 2023.
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Elastomeric Material Solutions
(Dollars in millions)March 31, 2024March 31, 2023
Net sales$85.7 $102.2 
Operating income (loss)$5.3 $3.2 
EMS net sales decreased by 16.1% in the first quarter of 2024 compared to the first quarter of 2023. The decrease in net sales over the first quarter of 2023 was primarily driven by lower net sales in the general industrial and consumer markets, partially offset by higher net sales in the EV/HEV and aerospace and defense markets. Foreign currency exchange rate changes year-over-year had an immaterial impact on net sales on a quarter-to-date basis.
We recognized operating income of $5.3 million in the first quarter of 2024 compared to operating income of $3.2 million in the first quarter of 2023. The increase in operating income was due to lower raw material costs, favorable yield performance and lower inventory reserves provisions, as well as favorable impacts in factory utilization from our factory optimization efforts, partially offset by the unfavorable impacts from lower volume and unfavorable mix. As a percentage of net sales, operating income in the first quarter of 2024 was 6.2% compared to an operating income of 3.1% reported in the first quarter of 2023.
Other
(Dollars in millions)March 31, 2024March 31, 2023
Net sales$5.6 $5.7 
Operating income (loss)$2.0 $2.0 
Net sales in this segment decreased by 1.8% in the first quarter of 2024 from the first quarter of 2023. Operating income was flat in the first quarter of 2024 compared to the first quarter of 2023. Operating income was primarily driven by unfavorable factory utilization offset by higher volume. As a percentage of net sales, the operating income in the first quarter of 2024 was 35.7% compared to an operating income of 35.1% reported in the first quarter of 2023.
Liquidity, Capital Resources and Financial Position
We believe that our existing sources of liquidity and cash flows that we expect to generate from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures, research and development efforts and our debt service commitments, for at least the next 12 months. We regularly review and evaluate the adequacy of our cash flows, borrowing facilities and banking relationships in an effort to ensure that we have the appropriate access to cash to fund both our near-term operating needs and our long-term strategic initiatives.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:
(Dollars in millions)March 31, 2024December 31, 2023
United States$52.2 $60.0 
Europe34.5 37.6 
Asia30.2 34.1 
Total cash and cash equivalents$116.9 $131.7 
Approximately $64.7 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of March 31, 2024. We did not make any changes in the three months ended March 31, 2024 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain of our Chinese subsidiaries, where a substantial portion of our Asia cash and cash equivalents are held, we continue to assert that historical foreign earnings are indefinitely reinvested.
(Dollars in millions)March 31, 2024December 31, 2023
Key Financial Position Accounts:  
Cash and cash equivalents$116.9 $131.7 
Accounts receivable, net$159.2 $161.9 
Inventories, net$150.9 $153.5 
Borrowings under revolving credit facility$ $30.0 
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Changes in key financial position accounts and other significant changes in our statements of financial position from December 31, 2023 to March 31, 2024 were as follows:
Cash and cash equivalents were $116.9 million as compared to $131.7 million as of December 31, 2023, a decrease of $14.8 million, or 11.2%. This decrease was primarily due to $30.0 million in discretionary principal payments on our revolving credit facility, $9.4 million in capital expenditures and $1.1 million in tax payments related to net share settlement of equity awards, partially offset by cash flows provided by operations.
Accounts receivable, net decreased 1.7% to $159.2 million as of March 31, 2024 from $161.9 million as of December 31, 2023. The decrease from year-end was primarily due to a $4.1 million receipt of previously recognized UTIS fire insurance receivables for our business interruption claims, a $1.0 million decrease in our income taxes receivable, partially offset by increases in our receivables due to a higher days sales outstanding at the end of March 31, 2024 compared to December 31, 2023.
Inventories, net decreased 1.7% to $150.9 million as of March 31, 2024, from $153.5 million as of December 31, 2023, primarily driven by decrease in work-in-process and finished good levels partially offset by higher raw materials.
Borrowings under revolving credit facility were nil as of March 31, 2024 compared to $30.0 million as of December 31, 2023. This decrease was due to $30.0 million in discretionary principal payments on our revolving credit facility made in the first three months of 2024. For additional information regarding this facility and the Fifth Amended Credit Agreement, refer to “Note 9 – Debt” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Three Months Ended
(Dollars in millions)March 31, 2024March 31, 2023
Key Cash Flow Measures:
Net cash provided by operating activities$28.1 $1.8 
Net cash used in investing activities$(9.4)$(15.4)
Net cash used in financing activities$(31.5)$(29.4)
In 2024, we expect capital spending to be in the range of approximately $60.0 million to $70.0 million. We plan to fund our capital spending in 2024 with cash from operations and cash on-hand, as well as our existing revolving credit facility, if necessary.
Restrictions on Payment of Dividends
The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 as of March 31, 2024.
Contingencies
During the first quarter of 2024, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters. Refer to “Note 10 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for further discussion of these contingencies.
Critical Accounting Policies
There were no material changes in our critical accounting policies during the first quarter of 2024.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our exposure to market risk during the first quarter of 2024. For discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report.
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Item 4.    Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We conducted, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of March 31, 2024. Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2024.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company’s internal control over financial reporting during the first quarter of the fiscal year ended December 31, 2024, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
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Part II - Other Information

Item 1.    Legal Proceedings
Refer to the discussion of certain environmental, asbestos and other litigation matters in “Note 10 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Items 2 (a) and (b) are not applicable.
(c) Stock Repurchases
(Dollars in millions, except shares and per share amounts)
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
March 1, 2024 to March 31, 20241,500$109.92 1,500$23.8 
During the quarter ended March 31, 2024, we repurchased 1,500 shares of our capital stock for $0.2 million under a $100.0 million share repurchase program approved by our Board of Directors in 2015. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. As of March 31, 2024, $23.8 million remained for repurchase under the share repurchase program. All repurchases were made using cash from operations. Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.
Item 5. Other Information
During the three months ended March 31, 2024, none of our directors or officers or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.
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Item 6.    Exhibits
List of Exhibits:
10.1
10.2
10.3
10.4
31.1
31.2
32
101
The following materials from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and March 31, 2023, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and March 31, 2023, (iii) Condensed Consolidated Statements of Financial Position as of March 31, 2024 and December 31, 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and March 31, 2023, (v) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2024 and March 31, 2023, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Cover Page.
104
The cover page from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, formatted in iXBRL and contained in Exhibit 101.
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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
/s/ Ramakumar Mayampurath 
Ramakumar Mayampurath
Senior Vice President, Chief Financial Officer and Treasurer 
Principal Financial Officer
Dated: April 25, 2024
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