UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-4347 _______________________________ ROGE ...

Rogers Corporation (NYSE:ROG) Q2 2023 Earnings Conference Call August 3, 2023 5:00 PM ET Company Participants Steve Haymore – Director-Investor Relations Colin Gouveia – President and Chief Executive Officer Ram Mayampurath – Senior Vice President and Chief Financial Officer Conference Call Participants Daniel Moore – CJS Securities Ethan Widell – B. Riley Securities Operator Good afternoon. My name is Dina, and I will be your conference operator today. At this time, I would like to welcome everyone to the ...

• EMS: Lower general industrial and consumer market sales, partially offset by higher portable electronics and A&D revenue. $0.1 million favorable foreign currency impact. 1 - See reconciliation of adjusted EBITDA to GAAP net income in the appendix. 2 - Represents proceeds from borrowings under revolving credit facility less repayment of debt principal and finance lease obligations. 3 - Change in assets and liabilities per the statements of cash flows. Note: dollars may not add due to rounding. Note: percen ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-4347 _______________________________ ROGERS CO ...

Financial Data and Key Metrics Changes - Q1 2023 sales increased by 9% to $244 million, driven by improved results in ADAS, renewable energy, and general industrial markets [72][76] - Gross margin reached 32.7%, an increase of approximately 90 basis points from the prior quarter, exceeding the high end of guidance [73][77] - On a GAAP basis, the company reported a net loss of $0.19 per share, primarily due to restructuring and non-routine costs [53] Business Line Data and Key Metrics Changes - Sales in the ADAS market improved significantly, contributing to overall revenue growth [72] - EMS sales increased by 9.1% to $102.2 million, led by double-digit growth in general industrial and aerospace and defense markets [54] - Sales in the portable electronics market declined due to weak end consumer demand, although improvements are expected in the second half of the year [51][84] Market Data and Key Metrics Changes - Sales in the renewable energy market increased rapidly due to strong demand for power conversion and interconnect solutions [5] - The EV market saw a decline in sales in Q1, attributed to strong Q4 sales and production ramp delays from customers [20][24] - General industrial revenues improved after a decline in the previous quarter, but the outlook remains cautious due to macroeconomic uncertainties [5] Company Strategy and Development Direction - The company aims to achieve double-digit revenue growth and a 40% gross margin by focusing on sales opportunities and innovation [4] - Strategic actions include workforce reduction, divesting non-core product lines, and optimizing manufacturing processes to improve cost structure [3] - The company is committed to leveraging its innovation capabilities to secure design wins in high-growth markets such as EVs and renewable energy [21][46] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term potential of the renewable energy and EV markets despite current uncertainties [6][28] - The macroeconomic environment remains dynamic, with management closely monitoring consumer inflation and confidence indicators [35][36] - The company is focused on improving operational efficiency and cash flow through gross margin enhancements and working capital management [37] Other Important Information - The company has made significant progress in securing new design wins, particularly in the EV and ADAS markets, which are expected to drive future revenue [50][46] - Capital expenditures for Q1 were $16.4 million, with a full-year forecast of $65 million to $75 million [78] - The company has hired new senior executives to strengthen its organizational capabilities [45] Q&A Session Summary Question: What are the expectations for EV/HEV related revenue in Q2 and beyond? - Management noted that while there were production ramp delays affecting Q1, the overall outlook for the EV market remains robust with good design win momentum [58] Question: What are the biggest opportunities in the Restore phase? - Management highlighted EV/HEV and clean energy markets as significant growth segments, with expectations of continued market growth despite economic headwinds [61] Question: How are logistics and supply chain challenges evolving? - Management indicated that logistics challenges have improved compared to the previous year, with better raw material availability, although some pockets of supply issues remain [34][40]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-4347 _______________________________ ROGERS C ...

[Part I](index=4&type=section&id=Part%20I) [Business](index=4&type=section&id=Item%201.%20Business) The company sells engineered materials through its AES and EMS segments, focusing on growth markets like EV/HEV, ADAS, and 5G communications - The company operates through two main strategic segments, Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS), with non-core businesses reported under "Other"[13](index=13&type=chunk) - The company's growth strategy focuses on capitalizing on opportunities in **EV/HEV, ADAS, aerospace and defense, and 5G smartphones**[14](index=14&type=chunk)[15](index=15&type=chunk) - The merger agreement with DuPont was terminated on November 1, 2022; Rogers received a **regulatory termination fee of $162.5 million** and incurred a transaction-related fee of $20.4 million[20](index=20&type=chunk)[21](index=21&type=chunk) - The AES segment provides materials for applications in EV/HEV, wireless infrastructure, and automotive, among others[23](index=23&type=chunk) - The EMS segment provides polyurethane and silicone materials for applications such as cushioning, gasketing, and sealing across various industries[24](index=24&type=chunk) - In 2022, the company sold to approximately 3,500 customers worldwide, with **no single customer accounting for more than 10% of total net sales**[26](index=26&type=chunk) - As of December 31, 2022, Rogers employed approximately 3,800 people globally, with about 1,350 in the U.S, 1,300 in Europe, and 1,100 in China[37](index=37&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, dependency on volatile markets, international operations, and environmental regulations - The COVID-19 pandemic continues to present risks to the company's workforce, operations, supply chain, and customer demand, with recent policy changes in China adding to the uncertainty[50](index=50&type=chunk)[51](index=51&type=chunk) - Approximately **32% and 15% of 2022 net sales** were derived from the advanced mobility and advanced connectivity markets, respectively, making the company susceptible to volatility and technological shifts in these areas[52](index=52&type=chunk) - In 2022, approximately **69% of net sales came from foreign markets**, with 40% in Asia and 27% in Europe, exposing the company to currency fluctuations, geopolitical instability, and trade policy risks[53](index=53&type=chunk) - The company relies on sole or limited-source suppliers for certain critical raw materials, which creates risks of supply disruption and significant cost increases[59](index=59&type=chunk) - The company is subject to litigation risks, including ongoing asbestos-related product liability claims, which could lead to costs exceeding insurance coverage[80](index=80&type=chunk) - The business is subject to numerous environmental laws, with increasing focus on "forever chemicals" (PFAS), which could lead to substantial costs for transitioning away from their use or for remediation[82](index=82&type=chunk) [Unresolved Staff Comments](index=16&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[84](index=84&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) Rogers Corporation operates a global network of owned and leased facilities for manufacturing, administration, and research and development Key Manufacturing and Administrative Facilities | Location | Type of Facility | Operating Segment(s) | | :--- | :--- | :--- | | Chandler, Arizona | Manufacturing / Administrative | AES, All | | Rogers, Connecticut | Manufacturing / Administrative | All | | Eschenbach, Germany | Manufacturing / Administrative | AES | | Evergem, Belgium | Manufacturing / Administrative | All | | Suzhou, China | Manufacturing / Administrative | All | [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) The company is primarily involved in asbestos-related product liability litigation, with 537 cases outstanding as of December 31, 2022 - As of December 31, 2022, Rogers was a defendant in **537 asbestos-related product liability cases**, a slight decrease from 543 cases at the end of 2021[86](index=86&type=chunk) Asbestos Litigation Financials (as of Dec 31, 2022) | Metric | Amount (in millions) | | :--- | :--- | | Estimated Liability (through 2064) | $65.0 | | Estimated Insurance Recovery (through 2064) | $59.8 | | Net Accrual on Balance Sheet | $5.2 | [Mine Safety Disclosures](index=18&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[89](index=89&type=chunk) [Part II](index=18&type=section&id=Part%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=19&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE under "ROG", and while no dividends are paid, the company repurchased $25.0 million of its stock in 2022 - The company's capital stock is traded on the New York Stock Exchange under the symbol "ROG"[91](index=91&type=chunk) - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future, retaining earnings for business operations and expansion[92](index=92&type=chunk) - In 2022, the company **repurchased $25.0 million of its capital stock**, with $24.0 million remaining available for repurchase under the program as of year-end[94](index=94&type=chunk)[95](index=95&type=chunk) [[Reserved]](index=20&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Results of Operations and Financial Position](index=21&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Results%20of%20Operations%20and%20Financial%20Position) Net sales grew 4.1% in 2022, but gross margin declined, with operating income boosted by the DuPont merger termination fee amid restructuring charges [Executive Summary](index=22&type=section&id=Executive%20Summary) Net sales grew 4.1% to $971.2 million in 2022, while gross margin fell, and operating income was significantly boosted by the DuPont merger termination fee 2022 vs 2021 Financial Highlights | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net Sales | $971.2M | $932.9M | | Gross Margin | 33.1% | 37.4% | | Operating Income as % of Sales | 14.9% | 12.6% | - Recognized income of **$144.0 million** in 'Other operating (income) expense, net', primarily from the DuPont merger regulatory termination fee ($162.5M) net of a transaction-related fee ($20.4M)[106](index=106&type=chunk)[107](index=107&type=chunk) - Recognized **$65.1 million of impairment charges**, primarily related to certain AES equipment-in-process and EMS intangible assets[107](index=107&type=chunk) - A reduction in force plan was announced on Feb 16, 2023, with estimated pre-tax restructuring charges of **$10 million to $13 million** expected in the first half of 2023[107](index=107&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Net sales increased 4.1% to $971.2 million, while gross margin fell 430 basis points due to higher costs and unfavorable factory utilization Net Sales and Gross Margin (2022 vs 2021) | (Dollars in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net sales | $971,171 | $932,886 | | Gross margin | $321,015 | $349,139 | | Percentage of net sales | 33.1% | 37.4% | - The **4.1% sales increase** was driven by the EMS segment (+11.1%), partially offset by a decrease in the AES segment (-0.8%); foreign currency fluctuations had an unfavorable impact of $36.9 million[109](index=109&type=chunk) - SG&A expenses increased 13.3% to $218.8 million, mainly due to an $11.2 million increase in professional services and a $5.0 million increase in compensation, both largely related to the terminated DuPont merger[112](index=112&type=chunk)[113](index=113&type=chunk) - The company recognized **$66.6 million in restructuring and impairment charges** in 2022, compared to $3.6 million in 2021[115](index=115&type=chunk)[116](index=116&type=chunk) [Operating Segment Net Sales and Operating Income](index=25&type=section&id=Operating%20Segment%20Net%20Sales%20and%20Operating%20Income) The AES segment's operating income surged due to the merger termination fee, while the EMS segment's sales grew driven by an acquisition Advanced Electronics Solutions (AES) Performance | (Dollars in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net sales | $530,215 | $534,429 | | Operating income | $77,163 | $50,198 | - AES operating income increased significantly due to favorable shared service expense allocations, including the merger termination fee, which offset **$41.5 million in restructuring and impairment charges** and unfavorable factory utilization[123](index=123&type=chunk) Elastomeric Material Solutions (EMS) Performance | (Dollars in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net sales | $420,006 | $378,017 | | Operating income | $60,351 | $60,051 | - EMS net sales increased 11.1%, with **8.5% of the growth from the Silicone Engineering acquisition**; operating income was flat as merger-related benefits were offset by $25.0 million in charges[125](index=125&type=chunk)[126](index=126&type=chunk) [Liquidity, Capital Resources and Financial Position](index=26&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Financial%20Position) The company maintained a solid liquidity position with $235.9 million in cash, despite a 36.7% increase in inventories and higher borrowings Key Financial Position Accounts (as of Dec 31) | (Dollars in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $235,850 | $232,296 | | Inventories | $182,402 | $133,384 | | Borrowings under revolving credit facility | $215,000 | $190,000 | - **Inventories increased by 36.7%** primarily due to raw material cost increases and a ramp-up of purchases to meet anticipated demand[133](index=133&type=chunk) Key Cash Flow Measures (Year Ended Dec 31) | (Dollars in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $129,461 | $124,363 | | Net cash used in investing activities | ($113,117) | ($238,615) | | Net cash (used in) provided by financing activities | ($10,104) | $159,057 | - Capital spending for 2023 is expected to be in the range of approximately **$65.0 million to $75.0 million**[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to foreign currency, interest rate, and commodity price risks, which it manages through hedging strategies - A hypothetical **10% strengthening of the U.S. dollar** would have decreased 2022 net sales by approximately $38 million and net income by approximately $2 million[149](index=149&type=chunk) - As of December 31, 2022, the company had **$215.0 million in borrowings** under its revolving credit facility; a 100 basis point increase in LIBOR would have increased annual interest expense by approximately $2.2 million[150](index=150&type=chunk) - The company is subject to commodity price fluctuations, especially for copper, and uses hedging strategies to insulate against price volatility[151](index=151&type=chunk) [Financial Statements and Supplementary Data](index=30&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements, which show 2022 net sales of $971.2 million and net income of $116.6 million [Report of Independent Registered Public Accounting Firm](index=30&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers LLP issued an unqualified opinion and identified the accounting for asbestos-related liabilities as a critical audit matter - The auditor, PricewaterhouseCoopers LLP, issued an **unqualified (clean) opinion** on the consolidated financial statements and the effectiveness of internal control over financial reporting[154](index=154&type=chunk) - A **Critical Audit Matter** was identified concerning the estimation of asbestos-related liabilities and insurance receivables due to the significant management judgment involved[161](index=161&type=chunk)[162](index=162&type=chunk) [Consolidated Financial Statements](index=32&type=section&id=Consolidated%20Financial%20Statements) The financial statements detail the company's performance, reporting net sales of $971.2 million and total assets of $1.646 billion for 2022 Consolidated Statement of Operations Highlights (Year ended Dec 31, 2022) | (In thousands) | Amount | | :--- | :--- | | Net sales | $971,171 | | Gross margin | $321,015 | | Operating income | $144,432 | | Net income | $116,629 | | Diluted earnings per share | $6.15 | Consolidated Statement of Financial Position Highlights (As of Dec 31, 2022) | (In thousands) | Amount | | :--- | :--- | | Total current assets | $659,867 | | Total assets | $1,646,214 | | Total current liabilities | $142,537 | | Total liabilities | $473,748 | | Total shareholders' equity | $1,172,466 | Consolidated Statement of Cash Flows Highlights (Year ended Dec 31, 2022) | (In thousands) | Amount | | :--- | :--- | | Net cash provided by operating activities | $129,461 | | Net cash used in investing activities | ($113,117) | | Net cash used in financing activities | ($10,104) | [Notes to Consolidated Financial Statements](index=37&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail key accounting policies and events, including segment realignment, goodwill, debt, asbestos liability, and the terminated DuPont merger - In Q1 2021, the company realigned its segments, combining Advanced Connectivity Solutions (ACS) and Power Electronics Solutions (PES) into the new **Advanced Electronics Solutions (AES) segment**[176](index=176&type=chunk) - As of December 31, 2022, **Goodwill stood at $352.4 million**, with no impairment charges recorded during the year[190](index=190&type=chunk)[234](index=234&type=chunk) - The company has a **$450.0 million revolving credit facility** maturing in March 2024, with $215.0 million outstanding as of year-end 2022[251](index=251&type=chunk)[259](index=259&type=chunk) - As of December 31, 2022, the estimated liability for asbestos-related claims was **$65.0 million**, with a corresponding estimated insurance receivable of $59.8 million[287](index=287&type=chunk)[292](index=292&type=chunk) - In 2022, the company recognized **$66.6 million in restructuring and impairment charges**, including a $47.2 million fixed asset impairment and a $17.9 million other intangible asset impairment[309](index=309&type=chunk)[233](index=233&type=chunk)[236](index=236&type=chunk) - Following the termination of the merger agreement with DuPont, Rogers received a **regulatory termination fee of $162.5 million** and incurred a related transaction fee of $20.4 million[331](index=331&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=69&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[334](index=334&type=chunk) [Controls and Procedures](index=69&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022 - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[335](index=335&type=chunk) - There were **no material changes** in the company's internal control over financial reporting during the fourth quarter of 2022[336](index=336&type=chunk) - Management assessed the company's internal control over financial reporting as **effective as of December 31, 2022**, based on the COSO framework, an assessment audited by PricewaterhouseCoopers, LLP[338](index=338&type=chunk)[339](index=339&type=chunk) [Other Information](index=69&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[339](index=339&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=69&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[339](index=339&type=chunk) [Part III](index=70&type=section&id=Part%20III) [Directors, Executive Officers and Corporate Governance](index=70&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, officers, and governance is incorporated by reference from the 2023 Definitive Proxy Statement - Information regarding directors, executive officers, and corporate governance is **incorporated by reference** from the company's upcoming 2023 Definitive Proxy Statement[341](index=341&type=chunk) - The company has adopted a Code of Business Ethics applicable to all employees, officers, and directors, which is available on its website[342](index=342&type=chunk) [Executive Compensation](index=70&type=section&id=Item%2011.%20Executive%20Compensation) Detailed information regarding executive and director compensation is incorporated by reference from the 2023 Definitive Proxy Statement - Information regarding executive compensation is **incorporated by reference** from the company's 2023 Definitive Proxy Statement[343](index=343&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=70&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides details on equity compensation plans, with further information on security ownership incorporated by reference Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to be Issued Upon Exercise | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | | Equity Compensation Plans Approved by Security Holders | 262,160 | 974,050 | - Information regarding security ownership of certain beneficial owners and management is **incorporated by reference** from the company's 2023 Definitive Proxy Statement[344](index=344&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=71&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2023 Definitive Proxy Statement - Information regarding certain relationships, related transactions, and director independence is **incorporated by reference** from the company's 2023 Definitive Proxy Statement[345](index=345&type=chunk) [Principal Accountant Fees and Services](index=71&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2023 Definitive Proxy Statement - Information regarding principal accountant fees and services is **incorporated by reference** from the company's 2023 Definitive Proxy Statement[346](index=346&type=chunk) [Part IV](index=71&type=section&id=Part%20IV) [Exhibits, Financial Statement Schedules](index=71&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K - This item contains the list of financial statements and schedules included in the report, such as the Report of Independent Registered Public Accounting Firm and Schedule II - Valuation and Qualifying Accounts[347](index=347&type=chunk) - A detailed list of exhibits filed with the Form 10-K is provided, including governance documents, credit agreements, compensation plans, and required certifications under the Sarbanes-Oxley Act[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk) [Form 10-K Summary](index=73&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not Applicable[351](index=351&type=chunk)

Rogers Corporation (NYSE:ROG) Q4 2022 Results Conference Call February 28, 2023 5:00 PM ET Company Participants Steve Haymore - Director, Investor Relations Colin Gouveia - President and CEO Ram Mayampurath - Senior Vice President and Chief Financial Officer Conference Call Participants Daniel Moore - CJS Securities Craig Ellis - B. Riley Securities Operator Good afternoon. My name is Diego and I will be your conference operator today. At this time, I would like to welcome everyone to the Rogers Corporation ...

Part I – Financial Information [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Rogers Corporation's unaudited condensed consolidated financial statements as of September 30, 2022, detailing operations, financial position, cash flows, and equity, with accompanying accounting notes [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales for Q3 2022 increased to $247.2 million, but net income significantly decreased to $14.8 million due to higher costs, with similar trends observed for the nine-month period Condensed Consolidated Statements of Operations (Three Months Ended, in thousands) | Indicator | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net sales | $247,231 | $238,263 | | Gross margin | $78,064 | $91,654 | | Operating income | $18,476 | $33,799 | | Net income | $14,838 | $25,129 | | Diluted earnings per share | $0.78 | $1.33 | Condensed Consolidated Statements of Operations (Nine Months Ended, in thousands) | Indicator | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net sales | $747,467 | $702,434 | | Gross margin | $249,976 | $270,986 | | Operating income | $61,763 | $106,737 | | Net income | $49,321 | $85,002 | | Diluted earnings per share | $2.60 | $4.51 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company reported a comprehensive loss of $(20.1) million for Q3 2022, primarily due to significant negative foreign currency translation adjustments, a trend also seen in the nine-month period Comprehensive Income (Loss) Summary (in thousands) | Period | Net Income | Foreign Currency Translation Adj. | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | **Three Months Ended** | | | | | Sep 30, 2022 | $14,838 | $(35,035) | $(20,110) | | Sep 30, 2021 | $25,129 | $(8,126) | $17,055 | | **Nine Months Ended** | | | | | Sep 30, 2022 | $49,321 | $(80,383) | $(30,817) | | Sep 30, 2021 | $85,002 | $(18,627) | $66,548 | [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) Total assets increased slightly to $1.626 billion as of September 30, 2022, driven by higher inventories and borrowings, while shareholders' equity decreased to $1.090 billion Key Balance Sheet Items (in thousands) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $236,461 | $232,296 | | Inventories | $173,610 | $133,384 | | Total assets | $1,625,790 | $1,598,566 | | **Liabilities & Equity** | | | | Borrowings under revolving credit facility | $290,000 | $190,000 | | Total liabilities | $535,937 | $479,671 | | Total shareholders' equity | $1,089,853 | $1,118,895 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities for the nine months ended September 30, 2022, significantly declined to $1.8 million, while investing activities used $(81.0) million and financing provided $90.0 million Cash Flow Summary (Nine Months Ended, in thousands) | Cash Flow Activity | Sep 30, 2022 | Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,834 | $106,115 | | Net cash used in investing activities | $(81,048) | $(42,697) | | Net cash provided by (used in) financing activities | $89,997 | $(30,844) | | Net increase in cash and cash equivalents | $4,165 | $29,116 | [Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Total shareholders' equity decreased to $1.090 billion for the nine months ended September 30, 2022, primarily due to an $80.1 million increase in accumulated other comprehensive loss - Total Shareholders' Equity decreased to **$1,089.9 million** as of September 30, 2022, from $1,099.3 million a year prior. The decrease was primarily driven by an **$80.1 million** other comprehensive loss, which offset the **$49.3 million** in net income for the nine-month period[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies and financial data, covering fair value, hedging, goodwill, debt, leases, contingencies, segment information, and the terminated DuPont merger [Item 2. Management's Discussion and Analysis of Results of Operations and Financial Position](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Results%20of%20Operations%20and%20Financial%20Position) Management discusses Q3 and YTD 2022 financial performance, covering the DuPont merger termination, supply chain impacts, long-term growth strategy, operational results by segment, liquidity, and capital resources [Company Background and Strategy](index=27&type=section&id=Company%20Background%20and%20Strategy) Rogers Corporation, a high-performance engineered materials manufacturer, focuses its growth strategy on advanced mobility and connectivity markets, aiming to double annual revenues within five years - The company's growth strategy is based on four principles: being market-driven, innovation leadership, synergistic M&A, and operational excellence[112](index=112&type=chunk) - Key growth drivers are advanced mobility (EV/HEV, ADAS) and advanced connectivity (5G smartphones)[112](index=112&type=chunk) - Rogers has a strategic goal to **double its annual revenues** over the next five years, driven by projected market growth rates of **over 25% in EV/HEV** and **double-digits in ADAS**[115](index=115&type=chunk) - A manufacturing expansion plan has been initiated to support the revenue growth target, which will require a significant increase in capital spending compared to historical levels[116](index=116&type=chunk) [Terminated Merger with DuPont](index=27&type=section&id=Terminated%20Merger%20with%20DuPont) DuPont terminated its merger agreement to acquire Rogers Corporation on November 1, 2022, due to unobtained Chinese regulatory approval, resulting in Rogers receiving a **$162.5 million** termination fee - The merger agreement with DuPont, entered into on November 1, 2021, was terminated on **November 1, 2022**[104](index=104&type=chunk)[117](index=117&type=chunk) - The termination was due to the failure to receive regulatory approval from the State Administration for Market Regulation of China (SAMR) by the agreement's deadline[104](index=104&type=chunk)[118](index=118&type=chunk) - Rogers received a regulatory termination fee of **$162.5 million** from DuPont as a result of the termination[104](index=104&type=chunk)[118](index=118&type=chunk) [Executive Summary](index=28&type=section&id=Executive%20Summary) Q3 2022 net sales grew **3.8%** to **$247.2 million**, but gross margin declined **690 basis points** to **31.6%**, impacted by supply chain issues and **$18.3 million** in merger-related expenses Q3 2022 vs Q3 2021 Performance | Metric | Q3 2022 | Q3 2021 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $247.2M | $238.3M | +3.8% | | Gross Margin | 31.6% | 38.5% | -690 bps | | Operating Income Margin | 7.5% | 14.2% | -670 bps | - Performance in the first nine months of 2022 was tempered by continued raw material shortages and supply chain disruptions, which are expected to persist into Q4 2022[121](index=121&type=chunk) - The company incurred **$18.3 million** in expenses related to the terminated DuPont merger in the first nine months of 2022[121](index=121&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q3 2022 net sales rose **3.8%** to **$247.2 million**, but gross margin fell to **31.6%** due to higher costs, while operating income decreased to **$18.5 million**, and the effective tax rate was **16.0%** Net Sales and Gross Margin (in thousands) | Period | Net Sales | Gross Margin | Gross Margin % | | :--- | :--- | :--- | :--- | | **Q3 2022** | $247,231 | $78,064 | 31.6% | | **Q3 2021** | $238,263 | $91,654 | 38.5% | | **YTD 2022** | $747,467 | $249,976 | 33.4% | | **YTD 2021** | $702,434 | $270,986 | 38.6% | - Q3 2022 gross margin was unfavorably impacted by higher fixed overhead, unfavorable absorption, higher freight costs, and unfavorable product mix[125](index=125&type=chunk) - SG&A expenses for the nine months of 2022 increased **21.6%** year-over-year, primarily due to a **$13.4 million** increase in professional services and an **$8.5 million** increase in compensation, including costs related to the terminated DuPont merger[130](index=130&type=chunk)[131](index=131&type=chunk) - The effective tax rate for Q3 2022 was **16.0%**, down from **26.4%** in Q3 2021, mainly due to a decrease in accruals for uncertain tax positions[141](index=141&type=chunk) [Operating Segment Net Sales and Operating Income](index=33&type=section&id=Operating%20Segment%20Net%20Sales%20and%20Operating%20Income) Q3 2022 AES segment sales decreased **3.2%** to **$130.6 million** with operating income down **83.8%**, while EMS sales grew **13.3%** to **$111.0 million** but operating income fell **20.9%** Advanced Electronics Solutions (AES) Performance (Q3, in thousands) | Metric | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $130,608 | $134,991 | -3.2% | | Operating Income | $2,263 | $13,945 | -83.8% | - AES operating income decline was primarily due to unfavorable shared service expense allocations related to the terminated DuPont merger, higher overheads, and lower volume[144](index=144&type=chunk) Elastomeric Material Solutions (EMS) Performance (Q3, in thousands) | Metric | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $110,983 | $97,951 | +13.3% | | Operating Income | $14,322 | $18,104 | -20.9% | - EMS net sales increase was driven by the acquisition of Silicone Engineering (**$9.8 million**) and higher sales in the general industrial market[148](index=148&type=chunk) [Liquidity, Capital Resources and Financial Position](index=35&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Financial%20Position) As of September 30, 2022, cash and equivalents were **$236.5 million**, with inventories up **30.2%** to **$173.6 million**, borrowings at **$290.0 million**, and full-year capital spending projected between **$120.0 million** and **$130.0 million** - Cash and cash equivalents stood at **$236.5 million** as of September 30, 2022. Approximately **$119.1 million** of this was held by non-U.S. subsidiaries[159](index=159&type=chunk)[161](index=161&type=chunk) - Inventories increased by **30.2%** to **$173.6 million** from year-end 2021, driven by raw material cost increases and purchases to meet anticipated demand[167](index=167&type=chunk) - Borrowings under the revolving credit facility increased by **$100.0 million** during the first nine months of 2022, reaching a total of **$290.0 million**[167](index=167&type=chunk) - Expected capital spending for the full year 2022 is projected to be in the range of **$120.0 million to $130.0 million**[163](index=163&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There were no material changes in the company's market risk exposure during Q3 2022, with further details available in the Annual Report on Form 10-K - There were no material changes in the company's market risk exposure during Q3 2022[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of **September 30, 2022**[169](index=169&type=chunk) - There were no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter[170](index=170&type=chunk) Part II – Other Information [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 12 of the financial statements for details on legal proceedings, including environmental matters and asbestos litigation - For information on legal proceedings, the report directs readers to Note 12, which covers environmental, asbestos, and other litigation matters[173](index=173&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, CEO/CFO certifications, and iXBRL formatted financial data - The exhibits filed with this report include corporate governance documents, CEO/CFO certifications, and financial statements in iXBRL format[174](index=174&type=chunk)[175](index=175&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-4347 _______________________________ ROGERS CO ...