☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Massachusetts
|
06-0513860
|
(State or other jurisdiction of incorporation or organization)
|
(I. R. S. Employer Identification No.)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
TABLE OF CONTENTS
|
||
Part I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Part II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Results of Operations and Financial Position
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
Part III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Part IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Item 16.
|
Form 10-K Summary
|
|
|
Signatures
|
•
|
failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies;
|
•
|
uncertain business, economic and political conditions in the United States (U.S.) and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations;
|
•
|
the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations and the imposition of tariffs and other trade restrictions, including trade restrictions on Huawei Technologies Co., Ltd. (Huawei);
|
•
|
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 of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
|
•
|
intense global competition affecting both our existing products and products currently under development;
|
•
|
business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;
|
•
|
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.
|
Name
|
Age
|
Present Position
|
Year Appointed to Present Position
|
Other Relevant Positions Held
|
Bruce D. Hoechner
|
60
|
President and Chief Executive Officer, Director, Principal Executive Officer
|
2011
|
|
Michael M. Ludwig
|
58
|
Senior Vice President, Chief Financial Officer and Treasurer, Principal Financial Officer
|
2018
|
Senior Vice President and Chief Financial Officer, FormFactor, Inc., from May 2011 to March 2018.
|
Jonathan J. Rowntree
|
48
|
Senior Vice President and
General Manager,
Advanced Connectivity
Solutions
|
2019
|
Senior Vice President and Global Head of Industrial Electronics, Henkel Electronic Materials, from January 2017 to May 2019;
Senior Vice President and General Manager, Henkel Electronic Materials, from July 2015 to December 2016; Global Product Management, Henkel Electronic Materials, from 2010 to June 2015.
|
R. Colin Gouveia
|
56
|
Senior Vice President and
General Manager,
Elastomeric Material
Solutions
|
2019
|
Vice President and General Manager, Eastman Chemical Co., from December 2014 to June 2019; Executive Vice President & President of North America, Taminco, from August 2012 to December 2014.
|
Jeff Tsao
|
41
|
Vice President and General Manager, Power Electronics Solutions
|
2019
|
Vice President, Rogers Corporation, from December 2018 to September 2019; Global Sales Director, Rogers Corporation, from August 2017 to November 2018; General Manager, Dow Chemical, from March 2015 to May 2017; Global Marketing Director, Dow Chemical, from March 2012 to March 2015.
|
Peter B. Williams
|
57
|
Senior Vice President, Global Operations and Supply Chain
|
2019
|
Vice President of Global Operations, MKS Instruments, 2011 to July 2019.
|
Robert C. Daigle
|
56
|
Senior Vice President and Chief Technology Officer
|
2009
|
|
Jay B. Knoll
|
56
|
Senior Vice President, Corporate Development, General Counsel and Secretary
|
2017
|
Vice President and General Counsel, Rogers Corporation, from November 2014 to February 2017; Senior Vice President, General Counsel PKC Group Oyj - North America, from June 2012 to November 2014.
|
Benjamin M. Buckley
|
47
|
Vice President and Chief Human Resources Officer
|
2019
|
Associate General Counsel and Director of Global Compliance and Integrity, Rogers Corporation, from October 2014 to January 2019. President and Chief Executive Officer, Verge America Ltd., from May 2013 to October 2014.
|
•
|
foreign currency fluctuations, particularly in the value of the euro, the Chinese renminbi, the South Korean won, the Japanese yen and the Hungarian forint against the U.S. dollar;
|
•
|
economic and political instability due to regional or country-specific events or changes in relations between the U.S. and the countries in which we operate;
|
•
|
accounts receivable practices across countries, including longer payment cycles;
|
•
|
export control or customs matters, including tariffs and trade restrictions;
|
•
|
changes in multilateral and bilateral trade relations
|
•
|
complications in complying, and failure to comply, with a variety of laws and regulations applicable to our foreign operations, including due to unexpected changes in the laws or regulations of the countries in which we operate;
|
•
|
failure to comply with the Foreign Corrupt Practices Act or other applicable anti-corruption laws;
|
•
|
greater difficulty protecting our intellectual property;
|
•
|
compliance with foreign employment regulations, as well as work stoppages and labor and union disputes.
|
•
|
innovation;
|
•
|
historical customer relationships;
|
•
|
product quality, reliability, performance and price;
|
•
|
technical and engineering service and support;
|
•
|
breadth of product line; and
|
•
|
manufacturing capabilities.
|
•
|
decisions to redeploy foreign earnings outside of their country of origin for which we have not previously provided for income taxes;
|
•
|
increased scrutiny of our transactions by taxing authorities;
|
•
|
changes in the geographic mix of our profits among jurisdictions with differing statutory income tax rates;
|
•
|
ability to utilize, or changes in the valuation of, deferred tax assets; and
|
•
|
changes in tax laws, regulations and interpretations thereof or issuance of new interpretations of laws or regulations applicable to us.
|
Location
|
|
Floor Space (Square Feet)
|
|
Type of Facility
|
|
Leased / Owned
|
|
Operating Segment
|
United States
|
|
|
|
|
|
|
|
|
Chandler, Arizona
|
|
147,000
|
|
Manufacturing
|
|
Owned
|
|
ACS
|
Chandler, Arizona
|
|
105,100
|
|
Manufacturing
|
|
Owned
|
|
ACS
|
Chandler, Arizona
|
|
100,000
|
|
Manufacturing
|
|
Owned
|
|
ACS
|
Chandler, Arizona
|
|
75,000
|
|
Administrative Offices
|
|
Owned
|
|
All
|
Rogers, Connecticut
|
|
388,100
|
|
Manufacturing / Administrative Offices
|
|
Owned
|
|
All
|
Moosup, Connecticut
|
|
185,500
|
|
Manufacturing
|
|
Owned
|
|
EMS
|
Woodstock, Connecticut
|
|
150,600
|
|
Manufacturing
|
|
Owned
|
|
EMS
|
Carol Stream, Illinois
|
|
216,600
|
|
Manufacturing
|
|
Owned
|
|
EMS
|
Bear, Delaware
|
|
125,000
|
|
Manufacturing / Administrative Offices
|
|
Owned
|
|
ACS & EMS
|
Burlington, Massachusetts
|
|
6,000
|
|
R&D Lab / Administrative Offices
|
|
Leased through 2/2021
|
|
All
|
Narragansett, Rhode Island
|
|
84,600
|
|
Manufacturing
|
|
Owned
|
|
EMS
|
Europe
|
|
|
|
|
|
|
|
|
Eschenbach, Germany
|
|
149,000
|
|
Manufacturing / Administrative Offices
|
|
Leased through 6/2021
|
|
PES
|
Eschenbach, Germany
|
|
24,100
|
|
Warehouse / Administrative Offices
|
|
Leased through 12/2020
|
|
PES
|
Evergem, Belgium
|
|
122,000
|
|
Manufacturing / Administrative Offices
|
|
Owned
|
|
ACS & PES
|
Evergem, Belgium
|
|
55,700
|
|
Warehouse / Administrative Offices
|
|
Leased through 5/2021
|
|
ACS & PES
|
Ghent, Belgium
|
|
45,000
|
|
Warehouse
|
|
Leased through 3/2021
|
|
ACS & EMS
|
Budapest, Hungary
|
|
64,000
|
|
Manufacturing
|
|
Leased through 2/2023
|
|
PES
|
Asia
|
|
|
|
|
|
|
|
|
Suzhou, China
|
|
821,000
|
|
Manufacturing / Administrative Offices
|
|
Owned
|
|
All
|
Ansan, South Korea
|
|
40,000
|
|
Manufacturing
|
|
Leased through 10/2021
|
|
EMS
|
(Dollars in thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Financial Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
898,260
|
|
|
$
|
879,091
|
|
|
$
|
821,043
|
|
|
$
|
656,314
|
|
|
$
|
641,443
|
|
Income before income tax expense
|
$
|
55,126
|
|
|
$
|
110,589
|
|
|
$
|
132,925
|
|
|
$
|
82,280
|
|
|
$
|
66,173
|
|
Net income
|
$
|
47,319
|
|
|
$
|
87,651
|
|
|
$
|
80,459
|
|
|
$
|
48,283
|
|
|
$
|
46,320
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
|
$
|
2.55
|
|
|
$
|
4.77
|
|
|
$
|
4.43
|
|
|
$
|
2.68
|
|
|
$
|
2.52
|
|
Diluted earnings per share
|
$
|
2.53
|
|
|
$
|
4.70
|
|
|
$
|
4.34
|
|
|
$
|
2.65
|
|
|
$
|
2.48
|
|
Book value
|
$
|
50.27
|
|
|
$
|
46.12
|
|
|
$
|
41.99
|
|
|
$
|
35.28
|
|
|
$
|
32.55
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current assets
|
$
|
464,102
|
|
|
$
|
485,786
|
|
|
$
|
454,523
|
|
|
$
|
458,401
|
|
|
$
|
428,665
|
|
Current liabilities
|
$
|
100,225
|
|
|
$
|
107,180
|
|
|
$
|
113,808
|
|
|
$
|
101,185
|
|
|
$
|
78,648
|
|
Ratio of current assets to current liabilities
|
4.6 to 1
|
|
4.5 to 1
|
|
4.0 to 1
|
|
4.5 to 1
|
|
5.5 to 1
|
||||||||||
Cash and cash equivalents
|
$
|
166,849
|
|
|
$
|
167,738
|
|
|
$
|
181,159
|
|
|
$
|
227,767
|
|
|
$
|
204,586
|
|
Net working capital
|
$
|
363,877
|
|
|
$
|
378,606
|
|
|
$
|
340,715
|
|
|
$
|
357,216
|
|
|
$
|
350,017
|
|
Property, plant and equipment, net
|
$
|
260,246
|
|
|
$
|
242,759
|
|
|
$
|
179,611
|
|
|
$
|
176,916
|
|
|
$
|
178,661
|
|
Total assets
|
$
|
1,273,181
|
|
|
$
|
1,279,344
|
|
|
$
|
1,125,134
|
|
|
$
|
1,056,500
|
|
|
$
|
930,355
|
|
Borrowings under revolving credit facility
|
$
|
123,000
|
|
|
$
|
228,482
|
|
|
$
|
130,982
|
|
|
$
|
235,877
|
|
|
$
|
173,557
|
|
Shareholders’ equity
|
$
|
933,900
|
|
|
$
|
848,324
|
|
|
$
|
766,573
|
|
|
$
|
635,786
|
|
|
$
|
584,582
|
|
Borrowings under revolving credit facility as a percentage of shareholders’ equity
|
13.2
|
%
|
|
26.9
|
%
|
|
17.1
|
%
|
|
37.1
|
%
|
|
29.7
|
%
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
$
|
49,162
|
|
|
$
|
50,073
|
|
|
$
|
44,099
|
|
|
$
|
37,847
|
|
|
$
|
34,054
|
|
Research and development expenses
|
$
|
31,685
|
|
|
$
|
33,075
|
|
|
$
|
29,547
|
|
|
$
|
28,582
|
|
|
$
|
27,644
|
|
Capital expenditures
|
$
|
51,597
|
|
|
$
|
90,549
|
|
|
$
|
27,215
|
|
|
$
|
18,136
|
|
|
$
|
24,837
|
|
Number of employees (approximate)
|
3,600
|
|
|
3,700
|
|
|
3,400
|
|
|
3,100
|
|
|
2,800
|
|
|||||
Net sales per employee
|
$
|
250
|
|
|
$
|
238
|
|
|
$
|
241
|
|
|
$
|
212
|
|
|
$
|
229
|
|
Number of shares outstanding as of December 31
|
18,577
|
|
|
18,395
|
|
|
18,255
|
|
|
18,021
|
|
|
17,957
|
|
|
2019
|
|
2018
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
35.0
|
%
|
|
35.4
|
%
|
|
|
|
|
||
Selling, general and administrative expenses
|
18.8
|
%
|
|
18.7
|
%
|
Research and development expenses
|
3.5
|
%
|
|
3.8
|
%
|
Restructuring and impairment charges
|
0.3
|
%
|
|
0.5
|
%
|
Other operating (income) expense, net
|
0.1
|
%
|
|
(0.4
|
)%
|
Operating income
|
12.3
|
%
|
|
12.8
|
%
|
|
|
|
|
||
Equity income in unconsolidated joint ventures
|
0.6
|
%
|
|
0.6
|
%
|
Pension settlement charges
|
(5.9
|
)%
|
|
—
|
%
|
Other income (expense), net
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Interest expense, net
|
(0.8
|
)%
|
|
(0.7
|
)%
|
Income before income tax expense
|
6.1
|
%
|
|
12.6
|
%
|
Income tax expense
|
0.8
|
%
|
|
2.6
|
%
|
Net income
|
5.3
|
%
|
|
10.0
|
%
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
898,260
|
|
|
$
|
879,091
|
|
Gross margin
|
$
|
314,292
|
|
|
$
|
310,783
|
|
Percentage of net sales
|
35.0
|
%
|
|
35.4
|
%
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Selling, general and administrative expenses
|
$
|
168,682
|
|
|
$
|
164,046
|
|
Percentage of net sales
|
18.8
|
%
|
|
18.7
|
%
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Research and development expenses
|
$
|
31,685
|
|
|
$
|
33,075
|
|
Percentage of net sales
|
3.5
|
%
|
|
3.8
|
%
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Restructuring and impairment charges
|
$
|
2,485
|
|
|
$
|
4,038
|
|
Other operating (income) expense, net
|
$
|
959
|
|
|
$
|
(3,087
|
)
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Equity income in unconsolidated joint ventures
|
$
|
5,319
|
|
|
$
|
5,501
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Pension settlement charges
|
$
|
(53,213
|
)
|
|
$
|
—
|
|
Other income (expense), net
|
$
|
(592
|
)
|
|
$
|
(994
|
)
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Interest expense, net
|
$
|
(6,869
|
)
|
|
$
|
(6,629
|
)
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Income tax expense
|
$
|
7,807
|
|
|
$
|
22,938
|
|
Effective tax rate
|
14.2
|
%
|
|
20.7
|
%
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
316,592
|
|
|
$
|
294,154
|
|
Operating income
|
$
|
48,654
|
|
|
$
|
33,827
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
361,603
|
|
|
$
|
341,364
|
|
Operating income
|
$
|
57,080
|
|
|
$
|
52,502
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
198,535
|
|
|
$
|
223,338
|
|
Operating income (loss)
|
$
|
(1,437
|
)
|
|
$
|
19,648
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
21,530
|
|
|
$
|
20,235
|
|
Operating income
|
$
|
6,184
|
|
|
$
|
6,734
|
|
(Dollars in thousands)
|
As of December 31,
|
||||||
Key Financial Position Accounts:
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
166,849
|
|
|
$
|
167,738
|
|
Accounts receivable, net
|
122,285
|
|
|
144,623
|
|
||
Contract assets
|
22,455
|
|
|
22,728
|
|
||
Inventories
|
132,859
|
|
|
132,637
|
|
||
Borrowings under revolving credit facility
|
123,000
|
|
|
228,482
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
United States
|
$
|
39,354
|
|
|
$
|
41,833
|
|
Europe
|
31,166
|
|
|
31,244
|
|
||
Asia
|
96,329
|
|
|
94,661
|
|
||
Total cash and cash equivalents
|
$
|
166,849
|
|
|
$
|
167,738
|
|
•
|
Accounts receivable, net decreased 15.4% to $122.3 million as of December 31, 2019, from $144.6 million as of December 31, 2018. The decrease was primarily due to lower net sales at the end of 2019 compared to at the end of the 2018, as well as a reduction in our income taxes receivable year-over-year.
|
•
|
Contract assets decreased 1.2% to $22.5 million as of December 31, 2019, from $22.7 million as of December 31, 2018, mainly attributable to the decrease in no alternative use inventory for which we have the right to payment in our PES operating segment.
|
•
|
Inventories increased 0.2% to $132.9 million as of December 31, 2019, from $132.6 million as of December 31, 2018, primarily driven by higher raw material purchases for long lead times in our ACS and PES operating segments during the third quarter of 2019 in anticipation of demand increases through the first half of 2020, almost entirely offset by inventory reduction efforts in our EMS operating segment.
|
(Dollars in thousands)
|
Year Ended December 31,
|
||||||
Key Cash Flow Measures:
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
161,323
|
|
|
$
|
66,820
|
|
Net cash used in investing activities
|
(48,963
|
)
|
|
(167,437
|
)
|
||
Net cash (used in) provided by financing activities
|
(111,843
|
)
|
|
88,682
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
||||||||||
Operating lease obligations
|
$
|
5,044
|
|
|
$
|
2,442
|
|
|
$
|
2,339
|
|
|
$
|
261
|
|
|
$
|
2
|
|
Finance lease obligations
|
4,540
|
|
|
400
|
|
|
4,140
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on finance lease obligations
|
194
|
|
|
132
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|||||
Inventory purchase obligations
|
277
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital commitments(1)
|
16,263
|
|
|
16,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings under revolving credit facility(2)
|
123,000
|
|
|
—
|
|
|
123,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on borrowings under revolving credit facility(3)
|
9,042
|
|
|
4,210
|
|
|
4,832
|
|
|
—
|
|
|
—
|
|
|||||
Other postretirement benefits
|
1,584
|
|
|
282
|
|
|
281
|
|
|
247
|
|
|
774
|
|
|||||
Total contractual obligations
|
$
|
159,944
|
|
|
$
|
24,006
|
|
|
$
|
134,654
|
|
|
$
|
508
|
|
|
$
|
776
|
|
(1)
|
This amount represents non-cancelable vendor purchase commitments.
|
(2)
|
All outstanding borrowings under our revolving credit facility are due on February 17, 2022.
|
(3)
|
Estimated future interest payments are based on a leverage ratio based spread that ranges from 1.375% to 1.75%, plus projected forward 1-month LIBOR rates, and have been adjusted for the impact of the floating to fixed rate interest rate swap on $75.0 million of the outstanding borrowings under our revolving credit facility. For additional information, refer to “Note 3 – Hedging Transactions and Derivative Financial Instruments” to “Item 8. Financial Statements and Supplementary Data.” Actual future interest payments could differ from those set forth here due to the expected phase-out of LIBOR by the end of 2021.
|
|
June 3, 2019
|
|
February 7, 2019
|
|
September 17, 2018
|
|
February 8, 2018
|
|
February 9, 2017
|
Expected volatility
|
39.7%
|
|
36.7%
|
|
36.6%
|
|
34.8%
|
|
33.6%
|
Expected term (in years)
|
2.6
|
|
2.9
|
|
3.0
|
|
3.0
|
|
3.0
|
Risk-free interest rate
|
1.78%
|
|
2.43%
|
|
2.85%
|
|
2.28%
|
|
1.38%
|
•
|
Foreign Currency Risk
|
•
|
Interest Rate Risk
|
•
|
Commodity Risk
|
/s/ PricewaterhouseCoopers LLP
|
|
Hartford, Connecticut
|
February 20, 2020
|
|
We have served as the Company’s auditor since 2015.
|
(Dollars and shares in thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
898,260
|
|
|
$
|
879,091
|
|
|
$
|
821,043
|
|
Cost of sales
|
583,968
|
|
|
568,308
|
|
|
502,468
|
|
|||
Gross margin
|
314,292
|
|
|
310,783
|
|
|
318,575
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
168,682
|
|
|
164,046
|
|
|
161,651
|
|
|||
Research and development expenses
|
31,685
|
|
|
33,075
|
|
|
29,547
|
|
|||
Restructuring and impairment charges
|
2,485
|
|
|
4,038
|
|
|
3,567
|
|
|||
Other operating (income) expense, net
|
959
|
|
|
(3,087
|
)
|
|
(5,329
|
)
|
|||
Operating income
|
110,481
|
|
|
112,711
|
|
|
129,139
|
|
|||
|
|
|
|
|
|
||||||
Equity income in unconsolidated joint ventures
|
5,319
|
|
|
5,501
|
|
|
4,898
|
|
|||
Pension settlement charges
|
(53,213
|
)
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
(592
|
)
|
|
(994
|
)
|
|
5,019
|
|
|||
Interest expense, net
|
(6,869
|
)
|
|
(6,629
|
)
|
|
(6,131
|
)
|
|||
Income before income tax expense
|
55,126
|
|
|
110,589
|
|
|
132,925
|
|
|||
Income tax expense
|
7,807
|
|
|
22,938
|
|
|
52,466
|
|
|||
Net income
|
$
|
47,319
|
|
|
$
|
87,651
|
|
|
$
|
80,459
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
2.55
|
|
|
$
|
4.77
|
|
|
$
|
4.43
|
|
Diluted earnings per share
|
$
|
2.53
|
|
|
$
|
4.70
|
|
|
$
|
4.34
|
|
|
|
|
|
|
|
||||||
Shares used in computing:
|
|
|
|
|
|
||||||
Basic earnings per share
|
18,573
|
|
|
18,374
|
|
|
18,154
|
|
|||
Diluted earnings per share
|
18,713
|
|
|
18,659
|
|
|
18,547
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
47,319
|
|
|
$
|
87,651
|
|
|
$
|
80,459
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(4,990
|
)
|
|
(12,505
|
)
|
|
28,463
|
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
||||||
Pension settlement charges, net of tax (Note 4)
|
43,934
|
|
|
—
|
|
|
—
|
|
|||
Actuarial net loss incurred, net of tax (Note 4)
|
(6,079
|
)
|
|
(1,678
|
)
|
|
(1,481
|
)
|
|||
Amortization of loss, net of tax (Note 4)
|
390
|
|
|
176
|
|
|
99
|
|
|||
Derivative instrument designated as cash flow hedge:
|
|
|
|
|
|
||||||
Change in unrealized (loss) gain before reclassifications, net of tax (Note 4)
|
(1,171
|
)
|
|
519
|
|
|
(6
|
)
|
|||
Unrealized (gain) loss reclassified into earnings, net of tax (Note 4)
|
(155
|
)
|
|
(191
|
)
|
|
32
|
|
|||
Other comprehensive income (loss)
|
31,929
|
|
|
(13,679
|
)
|
|
27,107
|
|
|||
Comprehensive income
|
$
|
79,248
|
|
|
$
|
73,972
|
|
|
$
|
107,566
|
|
|
As of December 31,
|
||||||
(Dollars and share amounts in thousands, except par value of capital stock)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
166,849
|
|
|
$
|
167,738
|
|
Accounts receivable, less allowance for doubtful accounts of $1,691 and $1,354
|
122,285
|
|
|
144,623
|
|
||
Contract assets
|
22,455
|
|
|
22,728
|
|
||
Inventories
|
132,859
|
|
|
132,637
|
|
||
Prepaid income taxes
|
4,524
|
|
|
3,093
|
|
||
Asbestos-related insurance receivables, current portion
|
4,292
|
|
|
4,138
|
|
||
Other current assets
|
10,838
|
|
|
10,829
|
|
||
Total current assets
|
464,102
|
|
|
485,786
|
|
||
Property, plant and equipment, net of accumulated depreciation of $341,119 and $317,414
|
260,246
|
|
|
242,759
|
|
||
Investments in unconsolidated joint ventures
|
16,461
|
|
|
18,667
|
|
||
Deferred income taxes
|
17,117
|
|
|
8,236
|
|
||
Goodwill
|
262,930
|
|
|
264,885
|
|
||
Other intangible assets, net of amortization
|
158,947
|
|
|
177,008
|
|
||
Pension assets
|
12,790
|
|
|
19,273
|
|
||
Asbestos-related insurance receivables, non-current portion
|
74,024
|
|
|
59,685
|
|
||
Other long-term assets
|
6,564
|
|
|
3,045
|
|
||
Total assets
|
$
|
1,273,181
|
|
|
$
|
1,279,344
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
33,019
|
|
|
$
|
40,321
|
|
Accrued employee benefits and compensation
|
29,678
|
|
|
30,491
|
|
||
Accrued income taxes payable
|
10,649
|
|
|
7,032
|
|
||
Asbestos-related liabilities, current portion
|
5,007
|
|
|
5,547
|
|
||
Other accrued liabilities
|
21,872
|
|
|
23,789
|
|
||
Total current liabilities
|
100,225
|
|
|
107,180
|
|
||
Borrowings under revolving credit facility
|
123,000
|
|
|
228,482
|
|
||
Pension and other postretirement benefits liabilities
|
1,567
|
|
|
1,739
|
|
||
Asbestos-related liabilities, non-current portion
|
80,873
|
|
|
64,799
|
|
||
Non-current income tax
|
10,423
|
|
|
8,418
|
|
||
Deferred income taxes
|
9,220
|
|
|
10,806
|
|
||
Other long-term liabilities
|
13,973
|
|
|
9,596
|
|
||
Commitments and contingencies (Note 10 and Note 12)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
||||
Capital stock - $1 par value; 50,000 authorized shares; 18,577 and 18,395 shares issued and outstanding, respectively
|
18,577
|
|
|
18,395
|
|
||
Additional paid-in capital
|
138,526
|
|
|
132,360
|
|
||
Retained earnings
|
823,702
|
|
|
776,403
|
|
||
Accumulated other comprehensive loss
|
(46,905
|
)
|
|
(78,834
|
)
|
||
Total shareholders' equity
|
933,900
|
|
|
848,324
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,273,181
|
|
|
$
|
1,279,344
|
|
(Dollars and share amounts in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Stock
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
18,395
|
|
|
$
|
18,255
|
|
|
$
|
18,021
|
|
Shares issued for vested restricted stock units, net of cancellations for tax withholding
|
144
|
|
|
117
|
|
|
121
|
|
|||
Stock options exercised
|
11
|
|
|
22
|
|
|
83
|
|
|||
Shares issued for employee stock purchase plan
|
15
|
|
|
12
|
|
|
15
|
|
|||
Shares issued to directors
|
12
|
|
|
12
|
|
|
15
|
|
|||
Shares repurchased
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||
Balance, end of period
|
18,577
|
|
|
18,395
|
|
|
18,255
|
|
|||
Additional Paid-In Capital
|
|
|
|
|
|
||||||
Balance, beginning of period
|
132,360
|
|
|
128,933
|
|
|
118,678
|
|
|||
Shares issued for vested restricted stock units, net of cancellations for tax withholding
|
(7,694
|
)
|
|
(6,717
|
)
|
|
(5,430
|
)
|
|||
Stock options exercised
|
333
|
|
|
839
|
|
|
3,002
|
|
|||
Shares issued for employee stock purchase plan
|
1,234
|
|
|
1,070
|
|
|
880
|
|
|||
Shares issued to directors
|
(12
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|||
Equity compensation expense
|
12,305
|
|
|
11,223
|
|
|
11,818
|
|
|||
Shares repurchased
|
—
|
|
|
(2,976
|
)
|
|
—
|
|
|||
Balance, end of period
|
138,526
|
|
|
132,360
|
|
|
128,933
|
|
|||
Retained Earnings
|
|
|
|
|
|
||||||
Balance, beginning of period
|
776,403
|
|
|
684,540
|
|
|
591,349
|
|
|||
Net income
|
47,319
|
|
|
87,651
|
|
|
80,459
|
|
|||
Cumulative-effect adjustment for lease accounting
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Cumulative-effect adjustment for revenue recognition
|
—
|
|
|
4,212
|
|
|
—
|
|
|||
Cumulative-effect adjustment for change in accounting for share-based compensation
|
—
|
|
|
—
|
|
|
12,732
|
|
|||
Balance, end of period
|
823,702
|
|
|
776,403
|
|
|
684,540
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
||||||
Balance, beginning of period
|
(78,834
|
)
|
|
(65,155
|
)
|
|
(92,262
|
)
|
|||
Other comprehensive income (loss)
|
31,929
|
|
|
(13,679
|
)
|
|
27,107
|
|
|||
Balance, end of period
|
(46,905
|
)
|
|
(78,834
|
)
|
|
(65,155
|
)
|
|||
Total Shareholders’ Equity
|
$
|
933,900
|
|
|
$
|
848,324
|
|
|
$
|
766,573
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,319
|
|
|
$
|
87,651
|
|
|
$
|
80,459
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
49,162
|
|
|
50,073
|
|
|
44,099
|
|
|||
Equity compensation expense
|
12,305
|
|
|
11,223
|
|
|
11,818
|
|
|||
Deferred income taxes
|
(17,549
|
)
|
|
(3,325
|
)
|
|
17,513
|
|
|||
Equity in undistributed income of unconsolidated joint ventures
|
(5,319
|
)
|
|
(5,501
|
)
|
|
(4,898
|
)
|
|||
Dividends received from unconsolidated joint ventures
|
5,375
|
|
|
4,431
|
|
|
3,529
|
|
|||
Pension settlement charges
|
53,213
|
|
|
—
|
|
|
—
|
|
|||
Pension and other postretirement benefits
|
(943
|
)
|
|
(1,552
|
)
|
|
(1,561
|
)
|
|||
Asbestos-related charges
|
1,720
|
|
|
704
|
|
|
3,400
|
|
|||
Loss (gain) on sale or disposal of property, plant and equipment
|
756
|
|
|
(164
|
)
|
|
(5,154
|
)
|
|||
Impairment charges
|
1,537
|
|
|
1,506
|
|
|
807
|
|
|||
Provision (benefit) for doubtful accounts
|
437
|
|
|
236
|
|
|
(439
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
20,677
|
|
|
(3,824
|
)
|
|
(14,059
|
)
|
|||
Contract assets
|
273
|
|
|
(22,728
|
)
|
|
—
|
|
|||
Inventories
|
(1,200
|
)
|
|
(19,013
|
)
|
|
(14,208
|
)
|
|||
Pension and postretirement benefit contributions
|
(103
|
)
|
|
(25,354
|
)
|
|
(906
|
)
|
|||
Other current assets
|
(1,519
|
)
|
|
(648
|
)
|
|
(576
|
)
|
|||
Accounts payable and other accrued expenses
|
(9,139
|
)
|
|
(7,886
|
)
|
|
12,341
|
|
|||
Proceeds from insurance related to operations
|
—
|
|
|
—
|
|
|
932
|
|
|||
Other, net
|
4,321
|
|
|
991
|
|
|
5,885
|
|
|||
Net cash provided by operating activities
|
161,323
|
|
|
66,820
|
|
|
138,982
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Acquisition of business, net of cash received
|
—
|
|
|
(77,969
|
)
|
|
(60,191
|
)
|
|||
Isola asset acquisition
|
—
|
|
|
(43,434
|
)
|
|
—
|
|
|||
Capital expenditures
|
(51,597
|
)
|
|
(47,115
|
)
|
|
(27,215
|
)
|
|||
Proceeds from the sale of property, plant and equipment, net
|
9
|
|
|
1,081
|
|
|
8,095
|
|
|||
Proceeds from insurance claims
|
—
|
|
|
—
|
|
|
1,041
|
|
|||
Return of capital from unconsolidated joint ventures
|
2,625
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(48,963
|
)
|
|
(167,437
|
)
|
|
(78,270
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
102,500
|
|
|
—
|
|
|||
Line of credit issuance costs
|
—
|
|
|
—
|
|
|
(1,169
|
)
|
|||
Repayment of debt principal and finance lease obligations
|
(105,886
|
)
|
|
(6,162
|
)
|
|
(110,689
|
)
|
|||
Payments of taxes related to net share settlement of equity awards
|
(7,550
|
)
|
|
(6,600
|
)
|
|
(5,309
|
)
|
|||
Proceeds from the exercise of stock options, net
|
344
|
|
|
861
|
|
|
3,085
|
|
|||
Proceeds from issuance of shares to employee stock purchase plan
|
1,249
|
|
|
1,082
|
|
|
895
|
|
|||
Share repurchases
|
—
|
|
|
(2,999
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(111,843
|
)
|
|
88,682
|
|
|
(113,187
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate fluctuations on cash
|
(1,406
|
)
|
|
(1,486
|
)
|
|
5,867
|
|
|||
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
(889
|
)
|
|
(13,421
|
)
|
|
(46,608
|
)
|
|||
Cash and cash equivalents at beginning of period
|
167,738
|
|
|
181,159
|
|
|
227,767
|
|
|||
Cash and cash equivalents at end of period
|
$
|
166,849
|
|
|
$
|
167,738
|
|
|
$
|
181,159
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Accrued capital additions
|
$
|
3,420
|
|
|
$
|
2,744
|
|
|
$
|
2,376
|
|
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
$
|
7,762
|
|
|
$
|
7,040
|
|
|
$
|
5,787
|
|
Income taxes
|
$
|
17,593
|
|
|
$
|
29,161
|
|
|
$
|
36,918
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
61,338
|
|
|
$
|
59,321
|
|
Work-in-process
|
30,043
|
|
|
30,086
|
|
||
Finished goods
|
41,478
|
|
|
43,230
|
|
||
Total inventories
|
$
|
132,859
|
|
|
$
|
132,637
|
|
Property, Plant and Equipment Classification
|
Estimated Useful Lives
|
Buildings and improvements
|
30-40 years
|
Machinery and equipment
|
5-15 years
|
Office equipment
|
3-10 years
|
•
|
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.
|
|
Derivative Instruments at Fair Value as of December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total(1)
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Copper derivative contracts
|
$
|
—
|
|
|
$
|
1,147
|
|
|
$
|
—
|
|
|
$
|
1,147
|
|
Interest rate swap contract
|
$
|
—
|
|
|
$
|
(1,254
|
)
|
|
$
|
—
|
|
|
$
|
(1,254
|
)
|
|
Derivative Instruments at Fair Value as of December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total(1)
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
522
|
|
Copper derivative contracts
|
$
|
—
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
583
|
|
Interest rate swap contract
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
461
|
|
•
|
Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.
|
•
|
Commodity – The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.
|
•
|
Interest Rates – The fair value of interest rate swap instruments is derived by comparing the present value of the interest rate forward curve against the present value of the swap rate, relative to the notional amount of the swap. The net value represents the estimated amount we would receive or pay to terminate the agreements. Settlement amounts for an “in the money” swap would be adjusted down to compensate the counterparty for cost of funds, and the adjustment is directly related to the counterparties’ credit ratings.
|
Notional Values of Foreign Currency Derivatives
|
|||
KRW/USD
|
₩
|
10,413,450,000
|
|
USD/CNY
|
$
|
17,131,000
|
|
EUR/USD
|
€
|
13,408,000
|
|
JPY/EUR
|
¥
|
125,000,000
|
|
(Dollars and accompanying footnotes in thousands)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefits(1)
|
|
Derivative Instrument Designated as Cash Flow Hedge(2)
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
$
|
(17,983
|
)
|
|
$
|
(47,198
|
)
|
|
$
|
26
|
|
|
$
|
(65,155
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12,505
|
)
|
|
(1,678
|
)
|
|
519
|
|
|
(13,664
|
)
|
||||
Amounts reclassified to earnings
|
—
|
|
|
176
|
|
|
(191
|
)
|
|
(15
|
)
|
||||
Net other comprehensive income (loss) for period
|
(12,505
|
)
|
|
(1,502
|
)
|
|
328
|
|
|
(13,679
|
)
|
||||
Balance as of December 31, 2018
|
(30,488
|
)
|
|
(48,700
|
)
|
|
354
|
|
|
(78,834
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(4,990
|
)
|
|
(6,079
|
)
|
|
(1,171
|
)
|
|
(12,240
|
)
|
||||
Amounts reclassified to earnings
|
—
|
|
|
44,324
|
|
|
(155
|
)
|
|
44,169
|
|
||||
Net other comprehensive income (loss) for period
|
(4,990
|
)
|
|
38,245
|
|
|
(1,326
|
)
|
|
31,929
|
|
||||
Balance as of December 31, 2019
|
$
|
(35,478
|
)
|
|
$
|
(10,455
|
)
|
|
$
|
(972
|
)
|
|
$
|
(46,905
|
)
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands)
|
Financial Statement Line Item
|
2019
|
|
2018
|
||||
Amortization/settlement of pension and other postretirement benefits
|
|
|
|
|
||||
|
Pension settlement charges
|
$
|
(53,213
|
)
|
|
$
|
—
|
|
|
Other income (expense), net(1)
|
(504
|
)
|
|
(227
|
)
|
||
|
Income tax (expense) benefit
|
9,393
|
|
|
51
|
|
||
|
Net income
|
$
|
(44,324
|
)
|
|
$
|
(176
|
)
|
Unrealized gains (losses) on derivative instrument(2)
|
|
|
|
|
||||
|
Other income (expense), net
|
$
|
200
|
|
|
$
|
247
|
|
|
Income tax (expense) benefit
|
(45
|
)
|
|
(56
|
)
|
||
|
Net income
|
$
|
155
|
|
|
$
|
191
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Land
|
$
|
21,697
|
|
|
$
|
21,525
|
|
Buildings and improvements
|
165,968
|
|
|
175,279
|
|
||
Machinery and equipment
|
281,771
|
|
|
256,301
|
|
||
Office equipment
|
68,349
|
|
|
64,886
|
|
||
Property plant and equipment, gross
|
537,785
|
|
|
517,991
|
|
||
Accumulated depreciation
|
(341,119
|
)
|
|
(317,414
|
)
|
||
Property, plant and equipment, net
|
196,666
|
|
|
200,577
|
|
||
Equipment in process
|
63,580
|
|
|
42,182
|
|
||
Total property, plant and equipment, net
|
$
|
260,246
|
|
|
$
|
242,759
|
|
(Dollars in thousands)
|
Advanced Connectivity Solutions
|
|
Elastomeric Material Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
December 31, 2018
|
$
|
51,694
|
|
|
$
|
142,588
|
|
|
$
|
68,379
|
|
|
$
|
2,224
|
|
|
$
|
264,885
|
|
Foreign currency translation adjustment
|
—
|
|
|
(558
|
)
|
|
(1,397
|
)
|
|
—
|
|
|
(1,955
|
)
|
|||||
December 31, 2019
|
$
|
51,694
|
|
|
$
|
142,030
|
|
|
$
|
66,982
|
|
|
$
|
2,224
|
|
|
$
|
262,930
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(Dollars in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Customer relationships
|
$
|
149,317
|
|
|
$
|
39,018
|
|
|
$
|
110,299
|
|
|
$
|
149,753
|
|
|
$
|
30,078
|
|
|
$
|
119,675
|
|
Technology
|
80,938
|
|
|
45,190
|
|
|
35,748
|
|
|
81,535
|
|
|
38,624
|
|
|
42,911
|
|
||||||
Trademarks and trade names
|
11,994
|
|
|
4,361
|
|
|
7,633
|
|
|
12,019
|
|
|
3,213
|
|
|
8,806
|
|
||||||
Covenants not to compete
|
1,340
|
|
|
505
|
|
|
835
|
|
|
1,340
|
|
|
249
|
|
|
1,091
|
|
||||||
Total definite-lived other intangible assets
|
243,589
|
|
|
89,074
|
|
|
154,515
|
|
|
244,647
|
|
|
72,164
|
|
|
172,483
|
|
||||||
Indefinite-lived other intangible asset
|
4,432
|
|
|
—
|
|
|
4,432
|
|
|
4,525
|
|
|
—
|
|
|
4,525
|
|
||||||
Total other intangible assets
|
$
|
248,021
|
|
|
$
|
89,074
|
|
|
$
|
158,947
|
|
|
$
|
249,172
|
|
|
$
|
72,164
|
|
|
$
|
177,008
|
|
Definite-Lived Other Intangible Asset Class
|
Weighted Average Remaining Amortization Period
|
Customer relationships
|
7.3
|
Technology
|
4.1
|
Trademarks and trade names
|
4.9
|
Covenants not to compete
|
1.6
|
Total definite-lived other intangible assets
|
6.4
|
|
Years Ended December 31,
|
||||||||||
(Dollars and shares in thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,319
|
|
|
$
|
87,651
|
|
|
$
|
80,459
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
18,573
|
|
|
18,374
|
|
|
18,154
|
|
|||
Effect of dilutive shares
|
140
|
|
|
285
|
|
|
393
|
|
|||
Weighted average shares outstanding - diluted
|
18,713
|
|
|
18,659
|
|
|
18,547
|
|
|||
Basic earnings per share
|
$
|
2.55
|
|
|
$
|
4.77
|
|
|
$
|
4.43
|
|
Diluted earnings per share
|
$
|
2.53
|
|
|
$
|
4.70
|
|
|
$
|
4.34
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
Shares reserved for issuance under outstanding restricted stock unit awards
|
315,571
|
|
|
413,294
|
|
Deferred compensation to be paid in stock, including deferred stock units
|
7,681
|
|
|
13,498
|
|
Additional shares reserved for issuance under Rogers Corporation 2019 Long-Term Equity Compensation Plan
|
1,063,920
|
|
|
777,385
|
|
Shares reserved for issuance under the Rogers Corporation Global Stock Ownership Plan for Employees
|
91,670
|
|
|
106,344
|
|
Total
|
1,478,842
|
|
|
1,310,521
|
|
|
June 3, 2019
|
|
February 7, 2019
|
|
September 17, 2018
|
|
February 8, 2018
|
|
February 9, 2017
|
Expected volatility
|
39.7%
|
|
36.7%
|
|
36.6%
|
|
34.8%
|
|
33.6%
|
Expected term (in years)
|
2.6
|
|
2.9
|
|
3.0
|
|
3.0
|
|
3.0
|
Risk-free interest rate
|
1.78%
|
|
2.43%
|
|
2.85%
|
|
2.28%
|
|
1.38%
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|||||||||
Awards outstanding as of January 1
|
142,434
|
|
|
$
|
110.19
|
|
|
169,202
|
|
|
$
|
97.16
|
|
|
151,769
|
|
|
$
|
89.72
|
|
Awards granted
|
112,160
|
|
|
114.22
|
|
|
75,760
|
|
|
163.55
|
|
|
56,147
|
|
|
110.77
|
|
|||
Stock issued
|
(135,032
|
)
|
|
69.10
|
|
|
(81,230
|
)
|
|
131.72
|
|
|
(34,442
|
)
|
|
86.59
|
|
|||
Awards forfeited
|
(12,619
|
)
|
|
152.22
|
|
|
(21,298
|
)
|
|
114.40
|
|
|
(4,272
|
)
|
|
99.35
|
|
|||
Awards outstanding as of December 31
|
106,943
|
|
|
$
|
161.33
|
|
|
142,434
|
|
|
$
|
110.19
|
|
|
169,202
|
|
|
$
|
97.16
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|||||||||
Awards outstanding as of January 1
|
117,476
|
|
|
$
|
116.10
|
|
|
173,331
|
|
|
$
|
69.10
|
|
|
239,189
|
|
|
$
|
57.71
|
|
Awards granted
|
62,115
|
|
|
126.92
|
|
|
46,810
|
|
|
143.93
|
|
|
80,535
|
|
|
83.17
|
|
|||
Stock issued
|
(68,111
|
)
|
|
81.53
|
|
|
(82,921
|
)
|
|
84.92
|
|
|
(140,208
|
)
|
|
58.18
|
|
|||
Awards forfeited
|
(9,795
|
)
|
|
116.52
|
|
|
(19,744
|
)
|
|
112.06
|
|
|
(6,185
|
)
|
|
60.70
|
|
|||
Awards outstanding as of December 31
|
101,685
|
|
|
$
|
122.68
|
|
|
117,476
|
|
|
$
|
116.10
|
|
|
173,331
|
|
|
$
|
69.10
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|||||||||
Awards outstanding as of January 1
|
8,400
|
|
|
$
|
108.86
|
|
|
9,250
|
|
|
$
|
109.48
|
|
|
11,900
|
|
|
$
|
58.82
|
|
Awards granted
|
5,950
|
|
|
183.40
|
|
|
8,400
|
|
|
108.86
|
|
|
9,250
|
|
|
109.48
|
|
|||
Stock issued
|
(7,200
|
)
|
|
108.86
|
|
|
(9,250
|
)
|
|
109.48
|
|
|
(11,900
|
)
|
|
58.82
|
|
|||
Awards outstanding as of December 31
|
7,150
|
|
|
$
|
170.89
|
|
|
8,400
|
|
|
$
|
108.86
|
|
|
9,250
|
|
|
$
|
109.48
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Options
Outstanding |
|
Weighted-
Average Exercise Price Per Share |
|
Options
Outstanding |
|
Weighted-
Average Exercise Price Per Share |
|
Options
Outstanding |
|
Weighted-
Average Exercise Price Per Share |
|||||||||
Options outstanding, vested and exercisable as of January 1
|
10,950
|
|
|
$
|
31.99
|
|
|
33,283
|
|
|
$
|
36.40
|
|
|
116,575
|
|
|
$
|
37.76
|
|
Options exercised
|
(10,650
|
)
|
|
32.21
|
|
|
(22,333
|
)
|
|
38.57
|
|
|
(83,292
|
)
|
|
37.04
|
|
|||
Options forfeited
|
(300
|
)
|
|
23.86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Options outstanding, vested and exercisable as of December 31
|
—
|
|
|
$
|
—
|
|
|
10,950
|
|
|
$
|
31.99
|
|
|
33,283
|
|
|
$
|
36.40
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating leases expense
|
$
|
3,119
|
|
|
$
|
3,850
|
|
|
$
|
3,819
|
|
Short-term leases expense
|
$
|
192
|
|
|
$
|
112
|
|
|
$
|
236
|
|
Payments on operating lease obligations
|
$
|
2,967
|
|
|
$
|
3,850
|
|
|
$
|
3,819
|
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
Financial Statement Line Item
|
2019
|
|
2018
|
||||
Finance lease right-of-use assets
|
Property, plant and equipment, net
|
$
|
6,280
|
|
|
$
|
6,750
|
|
Operating lease right-of-use assets
|
Other long-term assets
|
$
|
4,656
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Finance lease obligations, current portion
|
Other accrued liabilities
|
$
|
400
|
|
|
$
|
420
|
|
Finance lease obligations, non-current portion
|
Other long-term liabilities
|
$
|
4,140
|
|
|
$
|
4,629
|
|
Total finance lease obligations
|
|
$
|
4,540
|
|
|
$
|
5,049
|
|
|
|
|
|
|
||||
Operating lease obligations, current portion
|
Other accrued liabilities
|
$
|
2,343
|
|
|
$
|
—
|
|
Operating lease obligations, non-current portion
|
Other long-term liabilities
|
$
|
2,334
|
|
|
$
|
—
|
|
Total operating lease obligations
|
|
$
|
4,677
|
|
|
$
|
—
|
|
|
Finance
|
|
Operating
|
||||||||||||
(Dollars in thousands)
|
Leases in Effect
|
|
Leases Signed
|
|
Less: Leases Not Yet Commenced
|
|
Leases in Effect
|
||||||||
2020
|
$
|
532
|
|
|
$
|
2,570
|
|
|
$
|
(128
|
)
|
|
$
|
2,442
|
|
2021
|
4,202
|
|
|
1,649
|
|
|
(128
|
)
|
|
1,521
|
|
||||
2022
|
—
|
|
|
919
|
|
|
(101
|
)
|
|
818
|
|
||||
2023
|
—
|
|
|
332
|
|
|
(101
|
)
|
|
231
|
|
||||
2024
|
—
|
|
|
131
|
|
|
(101
|
)
|
|
30
|
|
||||
Thereafter
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total lease payments
|
4,734
|
|
|
5,603
|
|
|
(559
|
)
|
|
5,044
|
|
||||
Less: Interest
|
(194
|
)
|
|
(389
|
)
|
|
22
|
|
|
(367
|
)
|
||||
Present Value of Net Future Minimum Lease Payments
|
$
|
4,540
|
|
|
$
|
5,214
|
|
|
$
|
(537
|
)
|
|
$
|
4,677
|
|
|
Finance
Leases |
|
Operating
Leases |
Weighted Average Remaining Lease Term
|
1.5 years
|
|
2.5 years
|
Weighted Average Discount Rate
|
3.00%
|
|
6.07%
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in plan benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
$
|
172,608
|
|
|
$
|
185,760
|
|
|
$
|
1,803
|
|
|
$
|
2,037
|
|
Service cost
|
—
|
|
|
—
|
|
|
61
|
|
|
73
|
|
||||
Interest cost
|
5,641
|
|
|
6,758
|
|
|
59
|
|
|
62
|
|
||||
Actuarial (gain) loss
|
23,797
|
|
|
(10,805
|
)
|
|
(51
|
)
|
|
(5
|
)
|
||||
Benefit payments
|
(9,262
|
)
|
|
(9,105
|
)
|
|
(273
|
)
|
|
(364
|
)
|
||||
Pension settlements
|
(162,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation as of December 31
|
$
|
30,300
|
|
|
$
|
172,608
|
|
|
$
|
1,599
|
|
|
$
|
1,803
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
$
|
191,652
|
|
|
$
|
180,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
22,888
|
|
|
(4,299
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
41
|
|
|
25,000
|
|
|
273
|
|
|
364
|
|
||||
Benefit payments
|
(9,262
|
)
|
|
(9,105
|
)
|
|
(273
|
)
|
|
(364
|
)
|
||||
Pension settlements
|
(162,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets as of December 31
|
$
|
42,835
|
|
|
$
|
191,652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Amount overfunded (underfunded)
|
$
|
12,535
|
|
|
$
|
19,044
|
|
|
$
|
(1,599
|
)
|
|
$
|
(1,803
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Assets & Liabilities:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
12,790
|
|
|
$
|
19,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5
|
)
|
|
(4
|
)
|
|
(282
|
)
|
|
(334
|
)
|
||||
Non-current liabilities
|
(250
|
)
|
|
(225
|
)
|
|
(1,317
|
)
|
|
(1,469
|
)
|
||||
Net assets (liabilities)
|
$
|
12,535
|
|
|
$
|
19,044
|
|
|
$
|
(1,599
|
)
|
|
$
|
(1,803
|
)
|
Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
|
|
||||||||
Net actuarial (loss) gain
|
$
|
(13,085
|
)
|
|
$
|
(59,972
|
)
|
|
$
|
54
|
|
|
$
|
68
|
|
Prior service benefit
|
—
|
|
|
—
|
|
|
209
|
|
|
1,220
|
|
||||
Accumulated other comprehensive (loss) income
|
$
|
(13,085
|
)
|
|
$
|
(59,972
|
)
|
|
$
|
263
|
|
|
$
|
1,288
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
73
|
|
|
$
|
80
|
|
Interest cost
|
5,641
|
|
|
6,758
|
|
|
7,356
|
|
|
59
|
|
|
62
|
|
|
71
|
|
||||||
Expected return of plan assets
|
(6,932
|
)
|
|
(8,662
|
)
|
|
(9,221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
(1,602
|
)
|
|
(1,602
|
)
|
||||||
Amortization of net loss (gain)
|
1,514
|
|
|
1,828
|
|
|
1,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement charge
|
53,213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
53,436
|
|
|
$
|
(76
|
)
|
|
$
|
(110
|
)
|
|
$
|
(891
|
)
|
|
$
|
(1,467
|
)
|
|
$
|
(1,451
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average assumptions used in benefit obligations:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.25
|
%
|
|
4.25
|
%
|
|
2.75
|
%
|
|
3.75
|
%
|
Weighted average assumptions used in net periodic benefit costs:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.25
|
%
|
|
3.70
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
Expected long-term rate of return on assets
|
4.69
|
%
|
|
4.94
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fair Value of Plan Assets as of December 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed income bonds
|
$
|
—
|
|
|
$
|
27,704
|
|
|
$
|
—
|
|
|
$
|
27,704
|
|
Mutual funds
|
3,277
|
|
|
—
|
|
|
—
|
|
|
3,277
|
|
||||
Pooled separate accounts
|
—
|
|
|
10,516
|
|
|
—
|
|
|
10,516
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
1,338
|
|
|
1,338
|
|
||||
Total plan assets at fair value
|
$
|
3,277
|
|
|
$
|
38,220
|
|
|
$
|
1,338
|
|
|
$
|
42,835
|
|
|
Fair Value of Plan Assets as of December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed income bonds
|
$
|
—
|
|
|
$
|
186,385
|
|
|
$
|
—
|
|
|
$
|
186,385
|
|
Mutual funds
|
2,691
|
|
|
—
|
|
|
—
|
|
|
2,691
|
|
||||
Pooled separate accounts
|
—
|
|
|
1,216
|
|
|
—
|
|
|
1,216
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
1,360
|
|
|
1,360
|
|
||||
Total plan assets at fair value
|
$
|
2,691
|
|
|
$
|
187,601
|
|
|
$
|
1,360
|
|
|
$
|
191,652
|
|
|
Guaranteed Deposit Account
|
||
Balance as of January 1, 2019
|
$
|
1,360
|
|
Change in unrealized gain (loss)
|
41
|
|
|
Purchases, sales, issuances and settlements (net)
|
(63
|
)
|
|
Balance as of December 31, 2019
|
$
|
1,338
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
2020
|
$
|
2,780
|
|
|
$
|
282
|
|
2021
|
$
|
1,870
|
|
|
$
|
160
|
|
2022
|
$
|
1,818
|
|
|
$
|
121
|
|
2023
|
$
|
1,832
|
|
|
$
|
131
|
|
2024
|
$
|
1,818
|
|
|
$
|
116
|
|
2025-2029
|
$
|
8,928
|
|
|
$
|
774
|
|
|
2019
|
|
2018
|
||
Claims outstanding as of January 1
|
745
|
|
|
687
|
|
New claims filed
|
251
|
|
|
275
|
|
Pending claims concluded*
|
(404
|
)
|
|
(217
|
)
|
Claims outstanding as of December 31
|
592
|
|
|
745
|
|
|
As of December 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2018
|
||||
Asbestos-related liabilities
|
$
|
85.9
|
|
|
$
|
70.3
|
|
Asbestos-related insurance receivables
|
$
|
78.3
|
|
|
$
|
63.8
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(18,711
|
)
|
|
$
|
14,381
|
|
|
$
|
39,751
|
|
International
|
73,837
|
|
|
96,208
|
|
|
93,174
|
|
|||
Total
|
$
|
55,126
|
|
|
$
|
110,589
|
|
|
$
|
132,925
|
|
(Dollars in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
2019
|
|
|
|
|
|
||||||
Domestic
|
$
|
3,372
|
|
|
$
|
(16,827
|
)
|
|
$
|
(13,455
|
)
|
International
|
21,984
|
|
|
(722
|
)
|
|
21,262
|
|
|||
Total
|
$
|
25,356
|
|
|
$
|
(17,549
|
)
|
|
$
|
7,807
|
|
|
|
|
|
|
|
||||||
2018
|
|
|
|
|
|
||||||
Domestic
|
$
|
(341
|
)
|
|
$
|
(3,007
|
)
|
|
$
|
(3,348
|
)
|
International
|
26,604
|
|
|
(318
|
)
|
|
26,286
|
|
|||
Total
|
$
|
26,263
|
|
|
$
|
(3,325
|
)
|
|
$
|
22,938
|
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Domestic
|
$
|
7,535
|
|
|
$
|
21,936
|
|
|
$
|
29,471
|
|
International
|
27,418
|
|
|
(4,423
|
)
|
|
22,995
|
|
|||
Total
|
$
|
34,953
|
|
|
$
|
17,513
|
|
|
$
|
52,466
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued employee benefits and compensation
|
$
|
5,730
|
|
|
$
|
4,269
|
|
Tax loss and credit carryforwards
|
17,761
|
|
|
18,604
|
|
||
Reserves and accruals
|
5,996
|
|
|
4,935
|
|
||
Operating leases
|
904
|
|
|
—
|
|
||
Other
|
2,210
|
|
|
1,953
|
|
||
Total deferred tax assets
|
32,601
|
|
|
29,761
|
|
||
Less deferred tax asset valuation allowance
|
(14,625
|
)
|
|
(16,889
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
17,976
|
|
|
12,872
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
4,025
|
|
|
8,335
|
|
||
Postretirement benefit obligations
|
1,719
|
|
|
3,234
|
|
||
Unremitted earnings
|
1,624
|
|
|
1,778
|
|
||
Operating leases
|
908
|
|
|
—
|
|
||
Other
|
1,803
|
|
|
2,094
|
|
||
Total deferred tax liabilities
|
10,079
|
|
|
15,441
|
|
||
Net deferred tax asset (liability)
|
$
|
7,897
|
|
|
$
|
(2,569
|
)
|
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Tax expense at Federal statutory income tax rate
|
$
|
11,576
|
|
|
$
|
23,224
|
|
|
$
|
46,529
|
|
Impact of foreign operations
|
107
|
|
|
826
|
|
|
(9,603
|
)
|
|||
Foreign source income, net of tax credits
|
(2,248
|
)
|
|
(197
|
)
|
|
1,087
|
|
|||
State tax, net of federal
|
(690
|
)
|
|
121
|
|
|
279
|
|
|||
Unrecognized tax benefits
|
543
|
|
|
(869
|
)
|
|
2,874
|
|
|||
U.S. Tax Reform
|
—
|
|
|
209
|
|
|
13,683
|
|
|||
Equity compensation excess tax deductions
|
(2,902
|
)
|
|
(2,238
|
)
|
|
(3,867
|
)
|
|||
General business credits
|
(656
|
)
|
|
(2,172
|
)
|
|
(1,080
|
)
|
|||
Distribution related foreign taxes
|
1,240
|
|
|
1,916
|
|
|
2,173
|
|
|||
Valuation allowance change (excluding U.S. Tax Reform)
|
(2,527
|
)
|
|
602
|
|
|
1,393
|
|
|||
Disproportionate tax effect of pension settlement charges
|
2,510
|
|
|
—
|
|
|
—
|
|
|||
Other
|
854
|
|
|
1,516
|
|
|
(1,002
|
)
|
|||
Income tax expense (benefit)
|
$
|
7,807
|
|
|
$
|
22,938
|
|
|
$
|
52,466
|
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Beginning balance as of January 1
|
$
|
9,801
|
|
|
$
|
14,565
|
|
Gross increases - current period tax positions
|
3,139
|
|
|
2,583
|
|
||
Gross increases - tax positions in prior periods
|
—
|
|
|
505
|
|
||
Gross decreases - tax positions in prior periods
|
—
|
|
|
—
|
|
||
Foreign currency exchange
|
—
|
|
|
(142
|
)
|
||
Lapse of statute of limitations
|
(2,723
|
)
|
|
(7,710
|
)
|
||
Ending balance as of December 31
|
$
|
10,217
|
|
|
$
|
9,801
|
|
(Dollars in thousands)
|
Advanced Connectivity Solutions
|
|
Elastomeric Material Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
$
|
—
|
|
|
$
|
12,687
|
|
|
$
|
197,702
|
|
|
$
|
18,112
|
|
|
$
|
228,501
|
|
Net sales - recognized at a point in time
|
$
|
316,592
|
|
|
$
|
348,916
|
|
|
$
|
833
|
|
|
$
|
3,418
|
|
|
$
|
669,759
|
|
Total net sales
|
$
|
316,592
|
|
|
$
|
361,603
|
|
|
$
|
198,535
|
|
|
$
|
21,530
|
|
|
$
|
898,260
|
|
Operating income
|
$
|
48,654
|
|
|
$
|
57,080
|
|
|
$
|
(1,437
|
)
|
|
$
|
6,184
|
|
|
$
|
110,481
|
|
Total assets
|
$
|
402,398
|
|
|
$
|
569,484
|
|
|
$
|
278,763
|
|
|
$
|
22,536
|
|
|
$
|
1,273,181
|
|
Capital expenditures
|
$
|
22,156
|
|
|
$
|
8,550
|
|
|
$
|
20,191
|
|
|
$
|
700
|
|
|
$
|
51,597
|
|
Depreciation & amortization
|
$
|
18,267
|
|
|
$
|
19,887
|
|
|
$
|
10,260
|
|
|
$
|
748
|
|
|
$
|
49,162
|
|
Investment in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
16,461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
16,461
|
|
|
Equity income in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
5,319
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,319
|
|
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
$
|
—
|
|
|
$
|
5,788
|
|
|
$
|
221,896
|
|
|
$
|
16,973
|
|
|
$
|
244,657
|
|
Net sales - recognized at a point in time
|
$
|
294,154
|
|
|
$
|
335,576
|
|
|
$
|
1,442
|
|
|
$
|
3,262
|
|
|
$
|
634,434
|
|
Total net sales
|
$
|
294,154
|
|
|
$
|
341,364
|
|
|
$
|
223,338
|
|
|
$
|
20,235
|
|
|
$
|
879,091
|
|
Operating income
|
$
|
33,827
|
|
|
$
|
52,502
|
|
|
$
|
19,648
|
|
|
$
|
6,734
|
|
|
$
|
112,711
|
|
Total assets
|
$
|
396,075
|
|
|
$
|
588,841
|
|
|
$
|
273,212
|
|
|
$
|
21,216
|
|
|
$
|
1,279,344
|
|
Capital expenditures
|
$
|
61,425
|
|
|
$
|
10,917
|
|
|
$
|
18,051
|
|
|
$
|
156
|
|
|
$
|
90,549
|
|
Depreciation & amortization
|
$
|
20,121
|
|
|
$
|
18,501
|
|
|
$
|
10,640
|
|
|
$
|
811
|
|
|
$
|
50,073
|
|
Investment in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
18,667
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,667
|
|
Equity income in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
5,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,501
|
|
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net sales
|
$
|
301,092
|
|
|
$
|
312,661
|
|
|
$
|
184,954
|
|
|
$
|
22,336
|
|
|
$
|
821,043
|
|
Operating income
|
$
|
55,410
|
|
|
$
|
50,908
|
|
|
$
|
15,668
|
|
|
$
|
7,153
|
|
|
$
|
129,139
|
|
Total assets
|
$
|
353,786
|
|
|
$
|
489,456
|
|
|
$
|
261,034
|
|
|
$
|
20,858
|
|
|
$
|
1,125,134
|
|
Capital expenditures
|
$
|
9,900
|
|
|
$
|
7,563
|
|
|
$
|
9,238
|
|
|
$
|
514
|
|
|
$
|
27,215
|
|
Depreciation & amortization
|
$
|
16,351
|
|
|
$
|
16,270
|
|
|
$
|
10,572
|
|
|
$
|
906
|
|
|
$
|
44,099
|
|
Investment in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
18,324
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,324
|
|
Equity income in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
4,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,898
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Advanced Connectivity Solutions
|
$
|
—
|
|
|
$
|
—
|
|
Elastomeric Material Solutions
|
1,077
|
|
|
943
|
|
||
Power Electronics Solutions
|
19,471
|
|
|
19,738
|
|
||
Other
|
1,907
|
|
|
2,047
|
|
||
Total contract assets
|
$
|
22,455
|
|
|
$
|
22,728
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
United States
|
$
|
469,234
|
|
|
$
|
476,560
|
|
China
|
55,078
|
|
|
58,205
|
|
||
Germany
|
120,869
|
|
|
113,412
|
|
||
Other
|
36,942
|
|
|
36,475
|
|
||
Total long-lived assets
|
$
|
682,123
|
|
|
$
|
684,652
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Restructuring charges
|
|
|
|
|
|
||||||
Global headquarters relocation
|
$
|
—
|
|
|
$
|
550
|
|
|
$
|
2,760
|
|
Facility consolidation
|
948
|
|
|
1,982
|
|
|
—
|
|
|||
Total restructuring charges
|
948
|
|
|
2,532
|
|
|
2,760
|
|
|||
Impairment charges
|
|
|
|
|
|
||||||
Fixed assets impairment charges
|
1,537
|
|
|
1,506
|
|
|
—
|
|
|||
Other impairment charges
|
—
|
|
|
—
|
|
|
807
|
|
|||
Total impairment charges
|
1,537
|
|
|
1,506
|
|
|
807
|
|
|||
Total restructuring and impairment charges
|
$
|
2,485
|
|
|
$
|
4,038
|
|
|
$
|
3,567
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Advanced Connectivity Solutions
|
|
|
|
|
|
||||||
Allocated restructuring charges
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
1,305
|
|
Allocated impairment charges
|
1,537
|
|
|
1,506
|
|
|
161
|
|
|||
Elastomeric Material Solutions
|
|
|
|
|
|
||||||
Allocated restructuring charges
|
948
|
|
|
2,152
|
|
|
834
|
|
|||
Allocated impairment charges
|
—
|
|
|
—
|
|
|
103
|
|
|||
Power Electronics Solutions
|
|
|
|
|
|
||||||
Allocated restructuring charges
|
—
|
|
|
136
|
|
|
621
|
|
|||
Allocated impairment charges
|
—
|
|
|
—
|
|
|
543
|
|
|||
Total restructuring and impairment charges
|
$
|
2,485
|
|
|
$
|
4,038
|
|
|
$
|
3,567
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Lease income
|
$
|
(989
|
)
|
|
$
|
(948
|
)
|
|
$
|
—
|
|
Depreciation on leased assets
|
1,907
|
|
|
3,512
|
|
|
—
|
|
|||
Loss (gain) on sale or disposal of property, plant and equipment
|
756
|
|
|
(164
|
)
|
|
(5,329
|
)
|
|||
Gain from antitrust litigation settlement
|
—
|
|
|
(4,231
|
)
|
|
—
|
|
|||
Indemnity claim settlements from acquisitions
|
(715
|
)
|
|
(700
|
)
|
|
—
|
|
|||
Economic incentive grants
|
—
|
|
|
(556
|
)
|
|
—
|
|
|||
Total other operating (income) expense, net
|
$
|
959
|
|
|
$
|
(3,087
|
)
|
|
$
|
(5,329
|
)
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on revolving credit facility
|
$
|
7,378
|
|
|
$
|
6,304
|
|
|
$
|
5,115
|
|
Interest rate swap settlements
|
(200
|
)
|
|
(247
|
)
|
|
51
|
|
|||
Line of credit fees
|
576
|
|
|
573
|
|
|
555
|
|
|||
Debt issuance amortization costs
|
552
|
|
|
552
|
|
|
549
|
|
|||
Interest on finance leases
|
127
|
|
|
172
|
|
|
169
|
|
|||
Interest income
|
(1,610
|
)
|
|
(804
|
)
|
|
(379
|
)
|
|||
Other
|
46
|
|
|
79
|
|
|
71
|
|
|||
Total interest expense, net
|
$
|
6,869
|
|
|
$
|
6,629
|
|
|
$
|
6,131
|
|
|
2019
|
||||||||||||||
(Dollars in thousands, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net sales
|
$
|
239,798
|
|
|
$
|
242,852
|
|
|
$
|
221,842
|
|
|
$
|
193,768
|
|
Gross margin
|
$
|
85,394
|
|
|
$
|
85,828
|
|
|
$
|
78,867
|
|
|
$
|
64,203
|
|
Net income (loss)
|
$
|
28,399
|
|
|
$
|
24,293
|
|
|
$
|
23,387
|
|
|
$
|
(28,760
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.53
|
|
|
$
|
1.31
|
|
|
$
|
1.26
|
|
|
$
|
(1.55
|
)
|
Diluted
|
$
|
1.52
|
|
|
$
|
1.30
|
|
|
$
|
1.25
|
|
|
$
|
(1.55
|
)
|
|
2018
|
||||||||||||||
(Dollars in thousands, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Net sales
|
$
|
214,611
|
|
|
$
|
214,675
|
|
|
$
|
226,863
|
|
|
$
|
222,942
|
|
Gross margin
|
$
|
76,606
|
|
|
$
|
76,672
|
|
|
$
|
79,130
|
|
|
$
|
78,375
|
|
Net income
|
$
|
26,136
|
|
|
$
|
17,329
|
|
|
$
|
19,734
|
|
|
$
|
24,452
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.43
|
|
|
$
|
0.94
|
|
|
$
|
1.07
|
|
|
$
|
1.33
|
|
Diluted
|
$
|
1.40
|
|
|
$
|
0.93
|
|
|
$
|
1.06
|
|
|
$
|
1.31
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Shares of capital stock repurchased
|
—
|
|
|
23,138
|
|
|
—
|
|
|||
Value of capital stock repurchased
|
$
|
—
|
|
|
$
|
2,999
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Costs and Expenses
|
|
Taken Against Allowance
|
|
Other (Deductions) Recoveries
|
|
Balance at End of Period
|
||||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
$
|
1,354
|
|
|
$
|
437
|
|
|
$
|
(100
|
)
|
|
$
|
—
|
|
|
$
|
1,691
|
|
December 31, 2018
|
|
$
|
1,525
|
|
|
$
|
189
|
|
|
$
|
(360
|
)
|
|
$
|
—
|
|
|
$
|
1,354
|
|
December 31, 2017
|
|
$
|
1,952
|
|
|
$
|
(275
|
)
|
|
$
|
(152
|
)
|
|
$
|
—
|
|
|
$
|
1,525
|
|
(Dollars in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Costs and Expenses
|
|
Taken Against Allowance
|
|
Other (Deductions) Recoveries
|
|
Balance at End of Period
|
||||||||||
Valuation on Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
$
|
16,889
|
|
|
$
|
656
|
|
|
$
|
(2,920
|
)
|
|
$
|
—
|
|
|
$
|
14,625
|
|
December 31, 2018
|
|
$
|
8,754
|
|
|
$
|
8,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,889
|
|
December 31, 2017
|
|
$
|
6,388
|
|
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,754
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
3.1
|
3.2
|
4.1
|
10.1
|
10.1.1
|
10.1.2
|
10.2
|
10.2.1
|
10.2.2
|
10.2.3
|
10.2.4
|
10.3
|
10.3.1
|
10.3.2
|
10.4
|
10.5
|
10.6
|
10.7
|
10.8
|
10.9
|
10.10
|
10.11
|
10.12
|
10.13
|
10.14
|
10.15
|
10.16
|
10.17
|
10.18
|
10.19
|
10.20
|
10.21
|
21
|
23.1
|
31.1
|
31.2
|
32
|
101
|
The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2019, 2018 and 2017; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2019, 2018 and 2017; (iii) Consolidated Statements of Financial Position for the fiscal years ended December 31, 2019 and 2018; (iv) Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 31, 2019, 2018 and 2017; (v) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2019, 2018 and 2017; (vi) Notes to Consolidated Financial Statements and (vii) Cover Page.
|
104
|
The cover page from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in iXBRL and contained in Exhibit 101.
|
**
|
Management contract or compensatory plan or arrangement.
|
ROGERS CORPORATION
(Registrant)
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
Principal Executive Officer
|
|
Dated: February 20, 2020
|
|
|
|
/s/ Bruce D. Hoechner
|
|
/s/ Keith L. Barnes
|
Bruce D. Hoechner
President and Chief Executive Officer
Director
Principal Executive Officer
|
|
Keith L. Barnes
Director
|
|
|
|
/s/ Michael M. Ludwig
|
|
/s/ Carol R. Jensen
|
Michael M. Ludwig
Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
|
|
Carol R. Jensen
Director
|
|
|
|
/s/ Mark D. Weaver
|
|
/s/ Jeffrey J. Owens
|
Mark D. Weaver
Chief Accounting Officer and Corporate Controller
Principal Accounting Officer
|
|
Jeffrey J. Owens
Director
|
|
|
|
/s/ Michael F. Barry
|
|
/s/ Ganesh Moorthy
|
Michael F. Barry
Director
|
|
Ganesh Moorthy
Director
|
|
|
|
/s/ Helene Simonet
|
|
/s/ Peter C. Wallace
|
Helene Simonet
Director
|
|
Peter C. Wallace
Director
|
|
|
|
|
Performance Achievement Percentage
|
Percentage of Target Shares
|
Threshold or below
|
0%
|
0% of Target Shares
|
Target
|
100%
|
100% of Target Shares
|
Maximum
|
200% or more
|
200% of Target Shares
|
10.
|
Notices.
|
|
Performance Achievement
Percentage
|
TSR
Percentile
|
Threshold
|
0%
|
25%
|
|
20%
|
30%
|
|
40%
|
35%
|
|
60%
|
40%
|
|
80%
|
45%
|
Target
|
100%
|
50%
|
|
120%
|
55%
|
|
140%
|
60%
|
|
160%
|
65%
|
|
180%
|
70%
|
Maximum
|
200%
|
75%
|
3.
|
Vesting.
|
(a)
|
The total number of Restricted Stock Units subject to this Award shall vest in equal one-third increments on each of the first three (3) anniversaries of the Grant Date provided that the Grantee is then employed by the Company or an Affiliate. Except to the extent provided in Section 3(b) below for special circumstances, Restricted Stock Units that are unvested as of the date of the Grantee’s employment termination for any reason shall be forfeited. Each date on which Restricted Stock Units vest under this Section 3(a) is referred to below as a “Vesting Date.”
|
(b)
|
In the event of the Grantee’s separation from service due to the Grantee’s death, Disability or Retirement (as such terms are defined below) prior to the third Vesting Date, a “Pro-Rata Percentage” (as defined below) of the total number of Restricted Stock Units subject to this Award will be immediately vested as of the date of such separation from service. For purposes of this Section 3(b), “Pro-Rata Percentage” is equal to one-third of the total number of Restricted Stock Units subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days that the Grantee was employed by the Company or its Affiliates since the Grant Date (if the Grantee’s separation from service on account of death, Disability or Retirement occurs less than one year after the Grant Date) or since the most recent Vesting Date (if the Grantee’s separation from service on account of death, Disability or Retirement occurs more than one year but less than three years after the Grant Date), and the denominator of which shall equal 365.
|
Name of Grantee:
|
|
Number of Shares Subject to DSUs:
|
|
Grant Date
|
|
1.
|
Issuance of Common Stock.
|
2.
|
Dividend Equivalent Right.
|
3.
|
Taxes.
|
4.
|
Death; Disability.
|
5.
|
Change in Control.
|
6.
|
Conformity with the Plan.
|
7.
|
Rights as a Shareholder.
|
8.
|
Section 409A.
|
9.
|
Restrictions on Transfer.
|
10.
|
Securities Matters.
|
11.
|
Entire Agreement.
|
12.
|
Amendment.
|
|
|
|
|
By:
|
|
Date
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
|
|
|
|
|
|
|
|
Print Name
|
|
|
|
Name of Grantee:
|
[Name]
|
Number of Shares Subject to DSUs:
|
[Shares]
|
Grant Date
|
May [●], 20__
|
1.
|
Issuance of Common Stock.
|
2.
|
Dividend Equivalent Right.
|
3.
|
Taxes.
|
4.
|
Death; Disability.
|
5.
|
Change in Control.
|
6.
|
Conformity with the Plan.
|
7.
|
Rights as a Shareholder.
|
8.
|
Section 409A.
|
9.
|
Restrictions on Transfer.
|
10.
|
Securities Matters.
|
11.
|
Entire Agreement.
|
12.
|
Amendment.
|
13.
|
Purchase Only for Investment.
|
14.
|
Governing Law.
|
15.
|
Consent to Electronic Delivery.
|
16.
|
Electronic Signature.
|
17.
|
Personal Information.
|
|
|
|
|
By:
|
|
Date
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
|
|
|
|
|
|
|
|
Print Name
|
|
|
|
•
|
Your starting salary will be $380,000.00 (three hundred eighty thousand) USD per year, which is paid at a bi-weekly rate of $14,615.00 USD. This is an exempt position, which means that your salary is intended to compensate you for all hours worked, and you will not be eligible to receive overtime pay.
|
•
|
You will be eligible 4 weeks of vacation effective from your first day of employment.
|
•
|
Effective for the 2019 fiscal year, you are eligible for an award under the Annual Incentive Compensation Plan (AICP) with a target of 55% of your base salary. Depending on actual performance against predetermined company performance metrics, your actual AICP award payout can be as high as 200% of your target incentive. Actual awards are prorated according to date of hire. Awards are subject to the terms of the AICP and approval by the Compensation and Organization Committee (the “Committee”).
|
•
|
You will be eligible for an annual long-term incentive grant with a target of 75% of your base salary, currently valued at approximately $285,000.00 (two hundred and eighty-five thousand) USD. This grant will be comprised of:
|
o
|
50% Time-Based Restricted Stock Units – (three-year ratable vesting)
|
o
|
50% Performance-Based Restricted Stock Units – (three-year performance period)
|
|
/s/ Peter Williams
|
|
6/12/2019
|
|
||
|
Offer Accepted by
|
|
|
Date
|
|
|
Company
|
Percentage of Voting Securities Owned
|
Jurisdiction of Incorporation or Organization
|
Rogers Investment (Singapore) Pte., Ltd.
|
100%
|
Singapore
|
Rogers Japan, Inc.
|
100%
|
Delaware
|
Rogers Southeast Asia, Inc.
|
100%
|
Delaware
|
Rogers Taiwan, Inc.
|
100%
|
Delaware
|
Rogers Technologies Singapore, Inc.
|
100%
|
Delaware
|
Rogers Technologies (Suzhou) Co., Ltd.
|
100%
|
China
|
World Properties, Inc.
|
100%
|
Illinois
|
Rogers BV
|
100%
|
Belgium
|
Rogers GmbH
|
100%
|
Germany
|
Rogers U.K., Ltd.
|
100%
|
England
|
Rogers International Trading (Shanghai) Co., Ltd.
|
100%
|
China
|
Rogers KF, Inc.
|
100%
|
Delaware
|
Rogers Luxembourg Sarl
|
100%
|
Luxembourg
|
Rogers Benelux Sarl
|
100%
|
Luxembourg
|
Rogers Worldwide, LLC.
|
100%
|
Delaware
|
Rogers New Territories Corporation, Ltd.
|
100%
|
Hong Kong
|
Rogers Asia Holding Company, Ltd.
|
100%
|
Hong Kong
|
Rogers Pacific, Ltd.
|
100%
|
Hong Kong
|
Utis Co., Ltd.
|
100%
|
Korea
|
Rogers Germany GmbH
|
100%
|
Germany
|
Rogers Korea, Inc.
|
100%
|
Korea
|
Arlon Holdings, LLC.
|
100%
|
Delaware
|
Arlon, LLC.
|
100%
|
Delaware
|
Arlon MED International, LLC.
|
100%
|
Delaware
|
Rogers Material Technologies (Suzhou) Co., Ltd.
|
100%
|
China
|
Arlon Materials for Electronics Co., Ltd.
|
100%
|
China
|
Rogers Hungary KfT
|
100%
|
Hungary
|
Rogers Finance (Ireland) Unlimited Company
|
100%
|
Ireland
|
Rogers Finance (Luxembourg) Sarl
|
100%
|
Luxembourg
|
Chandler Holdings I Corporation
|
100%
|
Delaware
|
DeWAL Industries, Inc.
|
100%
|
Rhode Island
|
Diversified Silicone Products Corporation
|
100%
|
Delaware
|
Chandler Holdings III, LLC.
|
100%
|
Delaware
|
Griswold, LLC.
|
100%
|
Delaware
|
Griswold (Shenzhen) Trading Co., Ltd.
|
100%
|
China
|
Rogers Inoac Corporation *
|
50%
|
Japan
|
Rogers Inoac Suzhou Corporation *
|
50%
|
China
|
*
|
These entities are unconsolidated joint ventures and accordingly are not included in the consolidated financial statements of Rogers Corporation, except to the extent required by the equity method of accounting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: February 20, 2020
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
Principal Executive Officer |
1.
|
I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: February 20, 2020
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/s/ Michael M. Ludwig
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Michael M. Ludwig
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Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
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/s/ Bruce D. Hoechner
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Bruce D. Hoechner
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President and Chief Executive Officer
Principal Executive Officer |
February 20, 2020
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/s/ Michael M. Ludwig
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Michael M. Ludwig
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Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
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February 20, 2020
|