Rogers Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Rogers Corp. has filed its 2023 10-K report detailing financial performance and business operations.</b>

AI Summary

ROGERS CORP (ROG) filed a Annual Report (10-K) with the SEC on February 27, 2024. Rogers Corp. filed its 2023 Form 10-K on February 27, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located in Chandler, AZ. Rogers Corp. operates in the Plastics, Materials, Syn Resins & Nonvulcan Elastomers sector (SIC 2821). The filing includes detailed financial statements and risk factors.

Why It Matters

For investors and stakeholders tracking ROGERS CORP, this filing contains several important signals. This 10-K provides a comprehensive overview of Rogers Corp.'s financial health and operational status for the fiscal year 2023, crucial for investors assessing performance and future prospects. The filing contains detailed risk factors and financial data, enabling stakeholders to understand potential challenges and the company's strategic positioning within its industry.

Risk Assessment

Risk Level: medium — ROGERS CORP shows moderate risk based on this filing. The company operates in a sector with potential for market volatility and faces competition, as indicated by its SIC code and the general nature of materials science businesses.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Rogers Corp.'s performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-02-27 — Filing Date (FILED AS OF DATE)
• 2821 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)
• 001-04347 — SEC File Number (SEC FILE NUMBER)

Key Players & Entities

• ROGERS CORP (company) — FILER
• 20231231 (date) — CONFORMED PERIOD OF REPORT
• 20240227 (date) — FILED AS OF DATE
• CHANDLER (location) — CITY
• AZ (location) — STATE
• 480-917-6000 (phone) — BUSINESS PHONE
• 2821 (industry_code) — STANDARD INDUSTRIAL CLASSIFICATION
• USD (currency) — iso4217

FAQ

Industry Context

Rogers Corp. operates within the materials science industry, specifically focusing on engineered materials for various applications.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose material information.

What Investors Should Do

1. Review the consolidated financial statements for fiscal year 2023.
2. Analyze the risk factors section for potential business challenges.
3. Examine management's discussion and analysis of financial condition and results of operations.

Key Dates

• 2023-12-31: Fiscal Year End — End of reporting period for the 10-K.
• 2024-02-27: Filing Date — Date Rogers Corp. filed its 10-K.

Year-Over-Year Comparison

This is the initial filing analyzed, so no comparison to a previous filing is available.

Key Financial Figures

• $1.00 — ch registered Capital Stock, par value $1.00 per share ROG New York Stock Exchange
• $162.5 m — latory termination fee in the amount of $162.5 million, before taxes, and incurred a tra
• $20.4 million — d incurred a transaction-related fee of $20.4 million. 5 Sales and Competition We sell ou

Filing Documents

• rog-20231231.htm (10-K) — 2181KB
• ex31-restatedarticlesoforg.htm (EX-3.1) — 18KB
• ex41-descriptionofcapitals.htm (EX-4.1) — 17KB
• rog-20231231x10kex21.htm (EX-21) — 23KB
• rog-20231231x10kex231.htm (EX-23.1) — 2KB
• rog-20231231x10ex311.htm (EX-31.1) — 9KB
• rog-20231231x10ex312.htm (EX-31.2) — 9KB
• rog-20231231x10ex32.htm (EX-32) — 5KB
• ex971-rogerscorporationcom.htm (EX-97.1) — 25KB
• rog-20231231_g1.jpg (GRAPHIC) — 54KB
• 0000084748-24-000018.txt (&nbsp;) — 14640KB
• rog-20231231.xsd (EX-101.SCH) — 104KB
• rog-20231231_cal.xml (EX-101.CAL) — 177KB
• rog-20231231_def.xml (EX-101.DEF) — 445KB
• rog-20231231_lab.xml (EX-101.LAB) — 1168KB
• rog-20231231_pre.xml (EX-101.PRE) — 817KB
• rog-20231231_htm.xml (XML) — 2806KB

Risk Factors 9

Item 1A. Risk Factors 9

Unresolved Staff Comments 17

Item 1B. Unresolved Staff Comments 17

Cybersecurity 17

Item 1C. Cybersecurity 17

Properties 18

Item 2. Properties 18

Legal Proceedings 18

Item 3. Legal Proceedings 18

Mine Safety Disclosures 18

Item 4. Mine Safety Disclosures 18 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19

[Reserved] 20

Item 6. [Reserved] 20

Management's Discussion and Analysis of Results of Operations and Financial Position 21

Item 7. Management's Discussion and Analysis of Results of Operations and Financial Position 21

Quantitative and Qualitative Disclosures About Market Risk 29

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 29

Financial Statements and Supplementary Data 30

Item 8. Financial Statements and Supplementary Data 30

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68

Controls and Procedures 68

Item 9A. Controls and Procedures 68

Other Information 68

Item 9B. Other Information 68

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68 Part III

Directors, Executive Officers and Corporate Governance 69

Item 10. Directors, Executive Officers and Corporate Governance 69

Executive Compensation 69

Item 11. Executive Compensation 69

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 69

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 69

Certain Relationships and Related Transactions, and Director Independence 69

Item 13. Certain Relationships and Related Transactions, and Director Independence 69

Principal Accountant Fees and Services 69

Item 14. Principal Accountant Fees and Services 69 Part IV

Exhibits, Financial Statement Schedules 69

Item 15. Exhibits, Financial Statement Schedules 69

Form 10-K Summary 71

Item 16. Form 10-K Summary 71 Signatures 72 2 ROGERS CORPORATION Defined Terms (1) Term Definition 4th Amended Credit Agreement 4th Amended and Restated Credit Agreement, dated as of October 16, 2020, among Rogers Corporation, the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and HSBC Bank USA, National Association, Citibank, N.A., Citizens Bank, N.A., PNC Bank, National Association, Wells Fargo Bank, as Co-Syndication Agents 5th Amended Credit Agreement 5th Amended and Restated Credit Agreement, dated as of March 24, 2023, among Rogers Corporation, the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and HSBC Bank USA, National Association, Wells Fargo Bank, National Association, Citibank, N.A. and Citizens Bank, N.A., as Co-Syndication Agents ABO Accumulated benefit obligation ADAS Advanced driver assistance systems AES Advanced Electronics Solutions APAC Asia - Pacific ASC Accounting Standards Codification ASU Accounting Standards Update COVID-19 Novel coronavirus DuPont DuPont de Nemours, Inc. EMEA Europe, the Middle East and Africa EMS Elastomeric Material Solutions EU European Union EURIBOR Euro Interbank Offered Rate EV Electric vehicles Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FCA United Kingdom's Financial Conduct Authority HEV Hybrid electric vehicles JPMorgan Chase JP Morgan Chase Bank, N.A. LIBOR London Interbank Offered Rate NYFRB Federal Reserve Bank of New York OECD Organization for Economic Co-operation and Development OEMs Original equipment manufacturers Proxy Statement Our Definitive Proxy Statement for our 2024 Annual Meeting of Shareholders PBO Projected benefit obligation R&D Research and development RESIP Rogers Employee Savings and Investment Plan RIC Rogers Inoac Corporation RIS Rogers Inoac Suzhou Corporation SAMR State Administration for Market Regulation of

Business

Item 1. Business 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

Forward-Looking Statements This Annual Report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such statements are generally accompanied by words such as "anticipate," "assume," "believe," "could," "estimate," "expect," "foresee," "goal," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "seek," "target" or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation: failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, 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, South Korea, Germany, Belgium, England and Hungary, where we maintain significant manufacturing, sales or administrative operations; the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China supply

View Full Filing

View this 10-K filing on SEC EDGAR