What changed in ROGERS CORP's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of ROGERS CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+162 added−189 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-26)
Top changes in ROGERS CORP's 2025 10-K
162 paragraphs added · 189 removed · 134 edited across 8 sections
- Item 7. Management's Discussion & Analysis+62 / −63 · 44 edited
- Item 1A. Risk Factors+52 / −71 · 45 edited
- Item 1. Business+29 / −35 · 26 edited
- Item 1C. Cybersecurity+7 / −8 · 7 edited
- Item 5. Market for Registrant's Common Equity+5 / −5 · 5 edited
Item 1. Business
Business — how the company describes what it does
26 edited+3 added−9 removed22 unchanged
Item 1. Business
Business — how the company describes what it does
26 edited+3 added−9 removed22 unchanged
2024 filing
2025 filing
Biggest changeAvailable Information We make available on our website (http://www.rogerscorp.com), or through a link posted on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed by our executive officers and directors pursuant to Section 16 of the Exchange Act, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Biggest changeSean Reeder 52 Principal Accounting Officer and Corporate Controller 2024 VP of Finance and Corporate Controller from August 2023 to July 2024; VP and Controller at Priority Ambulance from July 2022 to August 2023; VP and Corporate Controller at WillScot Mobile Mini from August 2021 to June 2022; Corporate Controller at ON Semiconductor from June 2017 to August 2021 Available Information We make available on our website (http://www.rogerscorp.com), or through a link posted on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed by our executive officers and directors pursuant to Section 16 of the Exchange Act, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Trade names for our AES products include: curamik ® , ROLINX ® , RO4000 ® Series, RO3000 ® Series, RT/duroid ® , CLTE Series ® , TMM ® , AD Series ® , DiClad ® Series, CuClad ® Series, Kappa ® , COOLSPAN ® , TC Series ® , IsoClad ® Series, MAGTREX ® , IM Series™, 2929 Bondply, SpeedWave ® Prepreg, RO4400™/RO4400T™ Series and Radix™.
Critical trade names for our AES products include: curamik ® , ROLINX ® , RO4000 ® Series, RO3000 ® Series, RT/duroid ® , CLTE Series ® , TMM ® , AD Series ® , DiClad ® Series, CuClad ® Series, Kappa ® , COOLSPAN ® , TC Series ® , IsoClad ® Series, MAGTREX ® , IM Series™, 2929 Bondply, SpeedWave ® Prepreg, RO4400™/RO4400T™ Series and Radix™.
We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, fabricators, distributors and OEMs.
We believe these materials have characteristics that offer functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. EMS products are sold globally to converters, distributors and OEMs.
We also make available on our website the charters for our Audit Committee, Compensation and Organization Committee, and Nominating and Governance Committee, in addition to our Corporate Governance Guidelines, Bylaws, Code of Business Ethics, and Compensation Recovery Policy. Our website is not incorporated into or a part of this Annual Report on Form 10-K. 8
We also make available on our website the charters for our Audit Committee, Compensation and Organization Committee, and Nominating and Governance Committee, in addition to our Corporate Governance Guidelines, Bylaws, Code of Business Ethics, and Compensation Recovery Policy. Our website is not incorporated into or a part of this Annual Report on Form 10-K. 7
We believe these materials have characteristics that offer performance and other functional advantages in many market applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to converters, fabricators, distributors and OEMs.
We believe these materials have characteristics that offer performance and other functional advantages in many applications, which serve to differentiate our products from other commonly available materials. AES products are sold globally to fabricators, distributors and OEMs.
Jessica Morton 45 Senior Vice President, General Counsel and Corporate Secretary 2025 Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025; Associate General Counsel and Assistant Secretary of FMC Corporation from April 2021 to March 2023; Assistant General Counsel and Assistant Secretary of FMC Corporation from April 2019 to March 2021; Assistant General Counsel of FMC Corporation from July 2016 to March 2019.
Jessica Morton 46 Senior Vice President, General Counsel and Corporate Secretary 2025 Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025; Associate General Counsel and Assistant Secretary of FMC Corporation from April 2021 to March 2023; Assistant General Counsel and Assistant Secretary of FMC Corporation from April 2019 to March 2021; Assistant General Counsel of FMC Corporation from July 2016 to March 2019.
Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation: • failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, due to factors such as intense global competition affecting both our existing products and products currently under development or delays in adoption or implementation of new technologies; • failure to successfully execute on our long-term growth strategy; • uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, South Korea, Germany, Belgium, England and Hungary, where we maintain significant manufacturing, sales or administrative operations; • the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China supply chain decoupling; • fluctuations in foreign currency exchange rates; • our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems; • the extent to which end-user products and systems incorporating our products achieve commercial success; • the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner; • business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises; • the impact of sanctions, export controls and other foreign asset or investment restriction; • failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses; • our ability to attract and retain management and skilled technical personnel; • our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights; • changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; • failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants; • the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; • changes in environmental laws and regulations applicable to our business; and • disruptions in, or breaches of, our information technology systems.
Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation: • failure to capitalize on, volatility within, or other adverse changes with respect to growth opportunities, such as delays in adoption or implementation of new technologies; • uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, Germany, England, Belgium, South Korea and Hungary where we maintain significant manufacturing, sales or administrative operations; • the global trade policy dynamics between nations reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for global supply chain decoupling; • fluctuations in foreign currency exchange rates; • our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems that achieve commercial success; • the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner; • business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises; • the impact of sanctions, export controls and other foreign asset or investment restriction; • failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses; • our ability to attract and retain management and skilled technical personnel; • our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights; • changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; • failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants; • the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; • changes in environmental laws and regulations applicable to our business; and • disruptions in, or breaches of, our information technology systems.
Michael Webb 57 Senior Vice President and Chief Administrative Officer 2023 Executive Vice President - Chief Human Resources Officer and Chief Administrative Officer at Nutrien from January 2018 to May 2022; Senior Vice President, Human Resources at Agrium from January 2014 to January 2018.
Michael Webb 58 Senior Vice President and Chief Administrative Officer 2023 Executive Vice President - Chief Human Resources Officer and Chief Administrative Officer at Nutrien from January 2018 to May 2022; Senior Vice President, Human Resources at Agrium from January 2014 to January 2018.
As of December 31, 2024, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Suzhou, China; Blackburn, England; Evergem, Belgium; Siheung, South Korea; and Ansan, South Korea.
As of December 31, 2025, our EMS operating segment had manufacturing and administrative facilities in Rogers, Connecticut; Woodstock, Connecticut; Bear, Delaware; Carol Stream, Illinois; Narragansett, Rhode Island; Suzhou, China; Blackburn, England; Ansan, South Korea; and Evergem, Belgium.
As of December 31, 2024, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; Evergem, Belgium; and Apodoca, Mexico. Elastomeric Material Solutions Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets.
As of December 31, 2025, our AES operating segment had manufacturing and administrative facilities in Chandler, Arizona; Rogers, Connecticut; Bear, Delaware; Eschenbach, Germany; Suzhou, China; Budapest, Hungary; and administrative facilities in Evergem, Belgium. Elastomeric Material Solutions Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets.
Brian Larabee 58 Senior Vice President and General Manager of Elastomeric Material Solutions 2023 Vice President and General Manager of EMS from November 2022 to November 2023; Senior Director, EMS Product Management from February 2021 to December 2022; Director, EMS New Product and Business Development from November 2016 to February 2021.
Brian Larabee 59 Senior Vice President and General Manager of Elastomeric Material Solutions 2023 Vice President and General Manager of EMS from November 2022 to November 2023; Senior Director, EMS Product Management from February 2021 to December 2022; Director, EMS New Product and Business Development from November 2016 to February 2021. R.
Human Capital Management Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for the innovation, operations and ethics foundational to our business and its future. As of December 31, 2024, we employed approximately 3,200 people, of whom approximately 1,100 were employed in North America, 1,100 in the EMEA region and 1,000 in APAC region.
Human Capital Management Our Company’s continuing success derives from our talented and dedicated employees globally, who are responsible for innovation, operations and the ethical foundation to our business and its future. As of December 31, 2025, we employed approximately 3,000 people, of whom approximately 1,100 were employed in North America, 900 in the EMEA region and 1,000 in APAC region.
Additionally, we connect our day-to-day work with our organizational objectives through our Cultural Behaviors: Live Safely, Trust, Just Decide, Speak Openly, Simply Improve, Innovate and Deliver Results. 6 Health and Safety Promoting the health and safety of our employees is one of our most important objectives. We strive to minimize lost workdays and recordable incidents.
Additionally, we connect our day-to-day work with our organizational objectives through our Cultural Behaviors: Live Safely, Trust, Just Decide, Speak Openly, Simply Improve, Innovate and Deliver Results. Health and Safety Promoting the health and safety of our employees is a critical objective. We strive to minimize lost workdays and recordable incidents.
Laura Russell 49 Senior Vice President and Chief Financial Officer, Treasurer, Principal Financial Officer 2024 Vice President, Corporate Finance from September 2023 to September 2024; Vice President, Operations at Wolfspeed from July 2021 to September 2023; Vice President, Finance - RP Business at NXP Semiconductor from December 2015 to July 2021; CFO of HPRF Business at Freescale Semiconductor from July 2013 to December 2015.
Laura Russell 50 Senior Vice President and Chief Financial Officer, Treasurer, Principal Financial Officer 2024 Vice President, Corporate Finance from September 2023 to September 2024; Vice President, Operations at Wolfspeed from July 2021 to September 2023; Vice President, Finance - RP Business at NXP Semiconductor from December 2015 to July 2021.
Accordingly, we provide similar technical support services to component suppliers. 5 We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical and engineering service and support, breadth of product line, and manufacturing capabilities.
We compete primarily with manufacturers of high-end materials, some of which are large, multi-national companies, principally on the basis of innovation, historical customer relationships, product quality, reliability, performance and price, technical service and support, breadth of product line, and manufacturing capabilities.
Jeff Tsao 46 Senior Vice President and General Manager of Advanced Electronics Solutions, Senior Vice President of Asia 2023 Vice President and General Manager of AES from September 2019 to November 2023; Vice President of Sales and Marketing of PES from December 2018 to September 2019; Global Sales Director of PES from August 2017 to November 2018.
Jeff Tsao 47 President of Advanced Electronic Solutions 2025 Senior Vice President and General Manager of AES from November 2023 to July 2025; Vice President and General Manager of AES from September 2019 to November 2023; Vice President of Sales and Marketing of PES from December 2018 to September 2019; Global Sales Director of PES from August 2017 to November 2018.
These patents and licenses vary in duration and provide some protection from competition. We also own a number of registered and unregistered trademarks and have acquired and developed certain confidential and proprietary technologies, including trade secrets that we believe to be of some importance to our business.
We also own a number of registered and unregistered trademarks and have acquired and developed certain confidential and proprietary technologies, including trade secrets that we believe to be of some importance to our business.
Component suppliers convert, modify or otherwise incorporate our engineered materials and components into their components for these OEMs in accordance with their specifications.
Component suppliers convert, modify or otherwise incorporate our engineered materials and components into their components for these OEMs in accordance with their specifications. Accordingly, we provide similar technical support services to component suppliers.
We sold to approximately 2,900 customers worldwide in 2024, consisting primarily of OEMs and component suppliers. No individual customer represented more than 10% of our total net sales for 2024.
Sales and Competition We sell our materials and components primarily through direct sales channels positioned near major concentrations of our customers in North America, Europe and Asia. We sold to approximately 2,800 customers worldwide in 2025, consisting primarily of OEMs and component suppliers. No individual customer represented more than 10% of our total net sales for 2025.
We believe that we have a competitive advantage because of our reputation for innovation, the performance, reliability and quality of our materials and components, and our commitment to technical support and customer service. Our sales recognized at a point in time are generally pursuant to short-term purchase orders.
We believe our competitive position is supported by our focus on differentiated, high‑performance materials and components, our history of innovation, and the value customers place on our technical expertise, product quality, reliability, and customer support. 5 Our sales recognized at a point in time are generally pursuant to short-term purchase orders.
To promote awareness and accountability, our vision is clear: Everyone, Everywhere goes home safely Every Day. Our commitment is to put safety first and we ask for everyone’s commitment to never compromise their safety or the safety of others.
To promote awareness and accountability, our vision is clear: Everyone, Everywhere goes home safely Every Day.
Our Innovation Centers focus on early stages of technical and commercial development of new high-tech materials solutions in an effort to align with market direction and needs. Patents and Other Intellectual Property We have many domestic and foreign patents, licenses and additional patent applications pending related to technology in each of our operating segments.
As part of this technology commitment, we have Rogers Innovation Centers at our facilities in Chandler, Arizona; Rogers, Connecticut; Eschenbach, Germany; and Suzhou, China. Our Innovation Centers focus on early stages of technical and commercial development of new high-tech materials solutions in an effort to align with market direction and needs.
We also compete with manufacturers of commodity materials, including smaller regional producers with lower overhead costs and profit requirements located in Asia that attempt to upsell their products based principally upon price, particularly for products that have matured in their life cycle.
We also face competition from manufacturers of commodity materials, including smaller regional producers, particularly in Asia, that generally compete on price, especially for products later in their life cycle.
We are focused on identifying technologies and innovations related to both our current product portfolio as well as initiatives targeted at further diversifying and growing our business. As part of this technology commitment, we have Rogers Innovation Centers at our facilities in Chandler, Arizona; Rogers, Connecticut; Eschenbach, Germany; and Suzhou, China.
Accordingly, the success of our strategy is in part dependent on our ability to develop market-leading products, which is primarily driven by efforts in R&D. We are focused on identifying technologies and innovations related to both our current product portfolio as well as initiatives targeted at further diversifying and growing our business.
Research and Development We have a history of innovation, and innovation leadership is a key component of our overall business strategy. The markets we serve are typically characterized by rapid technological changes and advances. Accordingly, the success of our strategy is in part dependent on our ability to develop market-leading products, which is primarily driven by efforts in R&D.
These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty. Research and Development We have a history of innovation, and innovation leadership is a key component of our overall business strategy. The markets we serve are typically characterized by ongoing technological changes and advances.
Employment Experience We take a comprehensive approach to the employment experience, striving to use a fair and inclusive recruiting process to select talented individuals. Once we hire, we endeavor to provide our employees a safe and ethical work environment that includes fair compensation, opportunities for career development and employee engagement.
Once we hire, we endeavor to provide our employees a safe and ethical work environment that includes fair compensation, opportunities for career development and employee engagement. We are proud to invest in our employees’ futures through a variety of internal training opportunities, as well as education reimbursement programs globally.
Removed
Joint Venture Separation Agreement On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our shares of RIC, we acquired INOAC’s shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC.
Added
Patents and Other Intellectual Property We have many domestic and foreign patents, licenses and pending patent applications related to technology in each of our operating segments. These patents and licenses vary in duration and provide some protection from competition.
Removed
The combined transaction resulted in a net payment to us from INOAC of $4.9 million. The definitive agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships. In connection with the combined transactions, we recognized a gain of $7.7 million.
Added
Our commitment is to put safety first and we ask for everyone’s commitment to never compromise their safety or the safety of others. 6 Employment Experience We take a comprehensive approach to the employment experience, striving to use a fair and inclusive recruiting process to select talented individuals.
Removed
For additional information, refer to “Note 16 - Mergers and Acquisitions” to “Item 8. Financial Statements and Supplementary Data.” Sales and Competition We sell our materials and components primarily through direct sales channels positioned near major concentrations of our customers in North America, Europe and Asia.
Added
Information About Our Executive Officers Our executive officers as of February 19, 2026 were as follows: Name Age Present Position Year Appointed to Present Position Other Relevant Positions Held Ali El-Haj 65 Interim President and Chief Executive Officer, Principal Executive Officer 2025 President and CEO of Techniplas Corporation from May 2020 to December 2024; Chairman and CEO of MAG-USA from August 2017 to May 2020; President and CEO of Cap-con Automotive Group from April 2007 to August 2017.
Removed
These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, without substantial penalty. Therefore, even though we may have a large backlog from time to time, we believe the purchase orders or backlog are not necessarily a reliable indicator of future sales.
Removed
We are proud to invest in our employees’ futures through a variety of technical and other training opportunities internally, as well as education reimbursement programs globally. 7 Information About Our Executive Officers Our executive officers as of February 26, 2025 were as follows: Name Age Present Position Year Appointed to Present Position Other Relevant Positions Held R.
Removed
Colin Gouveia 61 President and Chief Executive Officer, Director, Principal Executive Officer 2022 Senior Vice President and General Manager of EMS from June 2019 to December 2022; Vice President and General Manager, Eastman Chemical Co., from December 2014 to June 2019.
Removed
Larry Schmid 63 Senior Vice President, Global Operations and Supply Chain 2023 President, Pilko & Associates, from January 2020 to January 2023; Global Manufacturing & Engineering Operations Director, The Dow Chemical Company, Performance Materials & Coatings, from June 2018 to June 2019; Global Operations Director, The Dow Chemical Company, Dow Performance Silicones, from June 2016 to June 2018.
Removed
Griffin Gappert 51 Vice President and Chief Technology Officer 2023 Global Head of Innovation for Automotive OEMs at Henkel from April 2021 to August 2023; Vice President of Innovation and Technical Customer Service at Henkel from January 2020 to April 2021; Vice President of Product Development and Technical Customer Service at Henkel from June 2018 to January 2020; Global Technical Director of Industrial Supplies at Ashland Inc from June 2016 to May 2018.
Removed
John Alexis 51 Senior Vice President and Chief Information and Digital Officer 2025 Chief Information Officer at FORTNA from April 2022 to July 2024; Chief Information Officer at TegraGlobal from January 2020 to April 2022; Global Vice President of Enterprise Technology Solutions at Travelport from October 2017 to January 2020; Director of IT services at Greater Toronto Airports Authority from April 2011 to June 2017.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
45 edited+7 added−26 removed102 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
45 edited+7 added−26 removed102 unchanged
2024 filing
2025 filing
Biggest changeIn December 2022, the EU announced forthcoming regulations to support the 2030 climate target, including a revision of the EU Emissions Trading System, and the introduction of a Carbon Border Adjustment Mechanism. Our operations in Europe participate in the Emissions Trading System and we meet our obligations through a combination of free and purchased emission allowances.
Biggest changeIn June 2021, the European Climate Law set legally binding targets of net zero GHG emissions by 2050, and a 55% reduction in GHG emissions by 2030. In December 2022, the EU announced forthcoming regulations to support the 2030 climate target, including a revision of the EU Emissions Trading System, and the introduction of a Carbon Border Adjustment Mechanism.
Given these 16 uncertainties, it is difficult to accurately estimate at this time if U.S. federal or state level activity could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects.
Given these uncertainties, it is difficult to accurately estimate at this time if U.S. federal or state-level activity could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects.
Failure to satisfy these financial ratios or to comply with the covenants in our credit agreement would constitute a default. An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being 15 declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness.
Failure to satisfy these financial ratios or to comply with the covenants in our credit agreement would constitute a default. An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness.
New or more stringent laws and 14 regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers. There can be no assurance our Company will meet the evolving sustainability expectations and standards of our investors and other external stakeholders.
New or more stringent laws and regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers. There can be no assurance our Company will meet the evolving sustainability expectations and standards of our investors and other external stakeholders.
Even if domestic and foreign laws do grant initial protection to our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes. We believe that the risk of piracy of our technology is particularly acute in the foreign countries in which we operate.
Even if domestic and foreign laws do grant initial protection of our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes. We believe that the risk of piracy of our technology is particularly acute in the foreign countries in which we operate.
For additional information, refer to “Item 3. Legal Proceedings” and “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss.
For additional information, refer to “Item 3. Legal Proceedings” and “Note 10 – Commitments and Contingencies” to “Item 8. Financial 14 Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss.
If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.
If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial 12 reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.
Our growth strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected.
Our growth 9 strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected.
The implementation of this ERP requires an investment of significant personnel and financial resources, 13 including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes.
The implementation of this ERP requires an investment of significant personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes.
Financial Statements and Supplementary Data.” Our business may be materially adversely affected if we cannot protect our proprietary technology or if we infringe the proprietary rights of others.
Financial Statements and Supplementary Data.” 13 Our business may be materially adversely affected if we cannot protect our proprietary technology or if we infringe the proprietary rights of others.
These growth drivers, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities.
These growth opportunities, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities.
Acceleration within these growth drivers and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions.
Acceleration within these growth opportunities and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions.
A consistent failure to introduce new products in a timely manner, achieve design wins or 9 achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of operations and financial position.
A consistent failure to introduce new products in a timely manner, achieve design wins or achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of 8 operations and financial position.
Risks related to our extensive international operations include the following: • foreign currency fluctuations, particularly in the value of the euro, the Chinese renminbi, the South Korean won, the British pound, 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; and • compliance with foreign employment regulations, as well as work stoppages and labor and union disputes.
Risks related to our extensive international operations include the following: • foreign currency fluctuations, particularly in the value of the euro, renminbi, won, pound, yen and 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; and • compliance with foreign employment regulations, as well as work stoppages and labor and union disputes.
Our credit agreement with JPMorgan Chase contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments.
Our credit agreement with JPMorgan Chase Bank, N.A. contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments.
Although the ultimate scope and timing of any such tariffs is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations.
Although the ultimate scope and timing of any such actions is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations.
By way of example, but not limitation, governmental authorities in the U.S. and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are per- and polyfluoroalkyl, substances (PFAS).
By way of example, but not limitation, governmental authorities in the U.S. and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are PFAS.
Adverse or cyclical changes to and within these growth drivers, such as delays in adoption or implementation of new technologies, has resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results.
Adverse or cyclical changes to and within these growth opportunities, such as delays in adoption or implementation of new technologies, have resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results.
Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition for these personnel from other companies, academic institutions and government entities is intense.
Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition for these personnel from other companies, academic institutions and government entities exists.
Our use of this technology is currently limited, but could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology. If we are unable to use generative AI due to these additional costs, it could make our business less efficient and result in competitive disadvantages.
Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology. If we are unable to use generative AI due to these additional costs, it could make our business less efficient and result in competitive disadvantages.
For instance, many foreign jurisdictions are actively considering, and some have enacted, changes to existing tax laws as a result of the base erosion and profit shifting project undertaken by the OECD. As these changes are enacted, our tax obligations could increase in countries where we do business or sell our products.
For instance, many foreign jurisdictions are actively considering, and some have enacted, changes to existing tax laws as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Co-Operation and Development. As these changes are enacted, our tax obligations could increase in countries where we do business or sell our products.
The foregoing risks may be particularly acute in emerging markets such as China, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries, changes in bilateral and multilateral arrangements with the U.S. and other governments, and challenges that 11 some multinational customers that are headquartered in emerging markets may have complying fully with U.S. and other developed market extraterritorial regulations.
The foregoing risks may be particularly acute in emerging markets such as China, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries, changes in bilateral and multilateral arrangements with the U.S. and other governments, and challenges that some multinational customers that are headquartered in emerging markets may have complying fully with U.S. and other developed market extraterritorial regulations. 10 Beginning in February 2025, President Donald J.
We maintain significant manufacturing and administrative operations in China, Germany, England, South Korea and Hungary, and approximately 66% of our employees were located outside the U.S. as of December 31, 2024.
We maintain significant manufacturing and administrative operations in China, Germany, England, Belgium, South Korea and Hungary, and approximately 63% of our employees were located outside the U.S. as of December 31, 2025.
EPA issued new regulations regarding PFAS in drinking water, PFAS reporting obligations under Toxic Substances Control Act, and designated two PFAS chemicals (Perfluorooctanoic acid and Perfluorooctane sulfonic acid) as hazardous substances under Comprehensive Environmental Response, Compensation, and Liability Act.
Recently, among other actions, the U.S. EPA issued new regulations regarding PFAS in drinking water, PFAS reporting obligations under Toxic Substances Control Act, and designated two PFAS chemicals (Perfluorooctanoic acid and Perfluorooctane sulfonic acid) as hazardous substances under Comprehensive Environmental Response, Compensation, and Liability Act.
Environmental matters may significantly impact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions.
Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions.
The terms of our credit agreement subject us to risks, including potential acceleration of our outstanding indebtedness if we fail to satisfy financial ratios and comply with numerous covenants.
The terms of our credit agreement subject us to risks if we fail to satisfy financial ratios and comply with numerous covenants.
For the year ended December 31, 2024, approximately 73% of our net sales resulted from sales in foreign markets, with approximately 44% and 27% of such net sales occurring in Asia and Europe, respectively. We expect our net sales in foreign markets to continue to represent a substantial majority of our consolidated net sales.
For the year ended December 31, 2025, approximately 72% of our net sales resulted from sales in foreign markets, with approximately 41% and 29% of such net sales occurring in Asia and Europe, respectively. We expect our net sales in foreign markets to continue to represent a substantial majority of our consolidated net sales.
In addition, as a consequence of such policies, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, results of operations and financial position. 12 A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation.
In addition, as a consequence of such policies, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours, all of which could adversely impact our business, results of operations and financial position.
Our information technology network and systems have been and, we believe, continue to be under constant attack. Accordingly, despite our security measures or those of our third-party service providers, we have experienced and may in the future experience security breaches, including breaches that we may not be able to detect.
Accordingly, despite our security measures or those of our third-party service providers, we have experienced and may in the future experience security breaches, including breaches that we may not be able to detect.
While PFAS regulation continues to advance at the federal level and in many states, the full scope of such regulation is still being developed. In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to detect their presence, making remediation difficult and complex.
While PFAS regulation continues to evolve at the federal and state levels in the U.S., as well as in jurisdictions around the world, the full scope of such regulation is still being developed. In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to consistently detect their presence, making remediation difficult and complex.
We expect that revenue from these sales generally, and sales to China and the Asia Pacific region specifically, will continue to be a material component of our total revenue.
In addition, certain of the end products created in China that incorporate our products are ultimately sold outside of the Asia Pacific region. We expect that revenue from these sales generally, and sales to China and the Asia Pacific region specifically, will continue to be a material component of our total revenue.
As part of our general growth strategy, we expect to continue to pursue organic growth (including the significant capital expenditures associated therewith), while also continuing to evaluate potential acquisitions and expansion opportunities that we 10 believe provide a strategic or geographic fit with our business.
As part of our general growth strategy, we expect to continue to pursue organic growth, while also continuing to evaluate potential acquisitions and expansion opportunities that we believe provide a strategic or geographic fit with our business. In the past, we have experienced periods of significant growth in our assets and revenues, as well as periods of decline.
Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities. In recent years, shareholder activists have become involved in numerous public companies.
Additionally, demand for the products we produce may be reduced should the Company be unable to meet regulatory requirements. Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities. In recent years, shareholder activists have become involved in numerous public companies.
Additionally, a 25% tariff on steel and aluminum was reinstated on February 11, 2025. The situation remains fluid, and the duration and outcome of these tariff actions are uncertain. As a result, we are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.
Trump signed multiple executive orders and amendments to these orders, raising tariffs on U.S. imports. The situation remains fluid, and the duration and outcome of these tariff actions are uncertain. As a result, we are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.
Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies (including the conflict between Ukraine and Russia and the conflict between Israel, Hamas and Hezbollah), and monetary and financial uncertainties.
Recent macroeconomic conditions have been adversely impacted by geopolitical events, instability and military hostilities in multiple geographies, and monetary and financial uncertainties.
EPA issued a new rule under the Toxic Substances Control Act, requiring manufacturers and importers of PFAS to submit additional reporting information about production volumes, industrial uses, byproducts, worker exposure, and disposal.
EPA issued a new rule under the Toxic Substances Control Act, requiring manufacturers and importers of PFAS to submit additional reporting information about production volumes, industrial uses, byproducts, worker exposure, and disposal; and, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances.
In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success. For example, the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures.
In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success. Environmental matters may significantly impact our business and operations and present evolving risks and challenges.
In particular, we have experienced in the past and expect that we may in the future experience impacts on our business due to the increase in trade conflicts between the U.S. and China.
In particular, we have experienced in the past and expect that we may in the future experience impacts on our business due to the increase in trade conflicts between the U.S. and China. Export controls, as well as retaliatory controls and tariffs that China has imposed, could continue to restrict our ability to do business with Chinese customers.
Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and are virtually ubiquitous in parts of the environment. Until recently, these substances were largely unregulated. Nevertheless, over the last few years, PFAS regulation has been evolving rapidly. In 2023, the U.S.
Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and, due to their long-term use, have become virtually ubiquitous in parts of the environment. Until recently, these substances were largely unregulated as a class.
Risks Relating to Our Business, Strategy and Operations Failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth drivers, including significant growth markets and high growth markets, may adversely affect our business.
Risks Relating to Our Business, Strategy and Operations Failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth opportunities may adversely affect our business. We continue to target growth opportunities in the EV/HEV, ADAS, portable electronics, renewable energy, aerospace and defense and other markets.
Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the planned implementation of a new ERP system) and user errors.
Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the beginning stage and continued implementation of a new ERP system) and user errors. 11 If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business.
Sales to customers located in China and the Asia Pacific region have typically accounted for nearly half of our total sales and a substantial majority of our overall sales to customers located outside the U.S. In addition, certain of the end products created in China that incorporate our products are ultimately sold outside of the Asia Pacific region.
Sales to customers located in China and the Asia Pacific region accounted for approximately 41% of our total sales and a substantial majority of our overall sales to customers located outside the U.S. as of December 31, 2025.
We anticipate the forthcoming regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances. In addition, in January 2023, the EU adopted the Corporate Sustainability Reporting Directive which requires EU and non-EU companies with activities in the EU to file annual sustainability reports including climate-related information.
In addition, in January 2023, the EU adopted the Corporate Sustainability Reporting Directive which requires EU and non-EU companies with activities in the EU to file annual sustainability reports including climate-related information. These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations.
If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business. We are also subject to security breaches caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by disgruntled employees or third parties.
We are also subject to security breaches caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by disgruntled employees or third parties.
Jurisdictions in which we operate, including, in particular, the EU, are preparing national legislation and protection plans to implement their emission reduction commitments under the Paris Agreement. In June 2021, the European Climate Law set legally binding targets of net zero GHG emissions by 2050, and a 55% reduction in GHG emissions by 2030.
We may incur substantial costs to comply with climate change legislation and related regulatory initiatives. Jurisdictions in which we operate, including, in particular, the EU, are preparing national legislation and protection plans to implement their emission reduction commitments under the Paris Agreement.
Removed
We derived approximately 18% and 34% of our net sales for the year ended December 31, 2024 from sales relating to the significant growth markets (e.g., EV/HEV) and high growth markets (e.g., ADAS, portable electronics, renewable energy and aerospace and defense), respectively.
Added
No assurance can be given that we will be able to return to or replicate these historical growth rates or be able to grow at all.
Removed
Although we have experienced significant growth in our assets and revenues in the past, we may not be able to sustain our historical growth rate or be able to grow at all.
Added
A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation.
Removed
In 2021, we experienced fire damage in our Ansan, South Korea manufacturing facility, the impacts of which have since largely been resolved.
Added
AI has heightened this risk by accelerating the speed, scale and sophistication of attacks. Our information technology network and systems have been and, we believe, continue to be under constant attack.
Removed
On February 1, 2025, President Donald J. Trump signed an executive order imposing 25% tariffs on most goods from Mexico and Canada and a 10% additional tariff on all goods from China, effective February 4, 2025. The tariffs on Mexico and Canada were delayed by 30 days following negotiations.
Added
Nevertheless, over the last few years, PFAS regulation has been evolving rapidly. In 2023, China’s Ministry of Ecology and Environment added perfluorooctanoic acid (PFOA), a type of PFAS, to its List of Toxic Chemicals Strictly Restricted; the U.S.
Removed
Export controls, as well as retaliatory controls and tariffs that China has imposed and which remain in place to a certain extent under the Phase 1 agreement reached between the U.S. and China on January 15, 2020, could continue to restrict our ability to do business with Chinese customers.
Added
Our operations in Europe participate in the Emissions Trading System and we meet our obligations through a combination of free and purchased emission allowances. We anticipate the forthcoming regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances.
Removed
In 2023, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances beginning in late 2025. In 2024, among other things, U.S.
Added
Effective January of 2026, the U.S. withdrew from the Paris Agreement and pulled back various sustainability-related federal commitments and incentives, however, states continue to adopt their own sustainability regulations.
Removed
The rule, which faces legal challenge and has been voluntarily stayed by the SEC, as well as other changes the government might implement, could impose significant new burdens on our Company and our suppliers, with significant potential costs and operational impacts, and adversely impact our ability to win business and operate successfully.
Added
For example, California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, although these have been challenged in the courts and there is uncertainty regarding what regulatory or executive actions may be forthcoming.
Removed
We may incur substantial costs to comply with climate change legislation and related regulatory initiatives. Under the 2015 Paris Agreement, parties to the United Nations Framework Convention on Climate Change agreed to undertake ambitious efforts to reduce GHG emissions and strengthen adaptation to the effects of climate change.
Removed
Subsequently, there has been a broad range of proposed or promulgated international, national and state laws and/or regulations focusing on GHG emissions reduction, climate-related financial risk management, and global climate change. On January 21, 2025, President Trump signed an executive order directing his administration to initiate a withdrawal of the U.S. from the Paris Agreement.
Removed
However, laws and/or regulations may still apply or could apply in countries in countries that remain party to the Paris Agreement where we have interests or may have interests in the future. Laws and regulations in this field continue to evolve and are likely to be increasingly widespread, stringent, and complex, as different countries mandate different disclosure requirements.
Removed
We are preparing for required climate-related compliance deadlines in the jurisdictions in which we operate; however, at this stage it is not possible to accurately estimate either a timetable for implementation in all instances or our future compliance costs relating to implementation.
Removed
These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations. Addressing climate change was a stated priority of the former presidential administration, including recommitting the U.S. to the Paris Agreement and enacting legislation to advance objectives to achieve a net zero emissions economy by 2050.
Removed
For example, the IRA, the Bipartisan Infrastructure Law, and the CHIPS and Science Act, provide incentives to promote climate-friendly technologies and innovation that may increase the demand for the products we produce. The U.S. EPA, in addition to several state governments, promulgated regulations directed at GHG emissions reductions from certain types of facilities.
Removed
California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, and the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures. Both disclosure measures face legal challenge, and the SEC has voluntarily stayed its rule.
Removed
On February 11, 2025, the acting Chairman of the SEC directed the SEC staff to request that the courts hearing legal challenges to the climate-related disclosure rules not schedule the case for argument to provide time for the SEC to deliberate and determine the appropriate next steps in these cases.
Removed
The Trump administration has indicated that it will take a different approach towards climate change compared to its predecessor and there is uncertainty regarding what regulatory or executive actions may be forthcoming.
Removed
Additionally, demand for the products we produce may be reduced. Failure to meet environmental, social and governance ESG expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, financial condition, or stock price. There has been an increased focus from regulators and stakeholders on ESG matters.
Removed
Given our commitment to ESG, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future. These goals, commitments, and targets reflect our current plans and aspirations and are based on available data and estimates.
Removed
However, these are not guaranteed outcomes and are subject to numerous factors, both within and outside of our control. Initiatives to address such ESG issues may be costly and may not have the desired effect.
Removed
Evolving stakeholder expectations and our efforts and ability to manage these issues and accomplish our goals, commitments, and targets present numerous operational, regulatory, reputational, financial, legal, and other risks and opportunities. Any risks could have adverse impacts on our business, including on our stock price; however, ESG-related opportunities may result in positive business impacts.
Removed
Further, there are ESG-related laws and reporting requirements adopted in multiple jurisdictions that will likely increase future compliance costs.
Removed
Our failure, or even perceived failure, to achieve some or all of our ESG goals or maintain ESG practices that meet evolving stakeholder expectations or regulatory requirements could adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community, regulatory authorities and others, or subject us to liability.
Removed
Furthermore, perceptions about our action or inaction on certain ESG-related issues could also harm our reputation, particularly if stakeholders disagree with our goals and initiatives.
Removed
Damage to our reputation and loss of brand equity may reduce demand for our products and services, adversely affecting our future financial performance and stock price, as well as require additional resources to rebuild our reputation.
Removed
Conversely, our efforts to actively manage material ESG issues could increase employee and customer loyalty, support risk mitigation, resiliency, operational efficiencies, and positive reputation, influence cost of capital or access to finance, or other outcomes that may positively benefit our business.
Removed
For example, as previously reported, in February 2023, after an activist shareholder provided notice of its intention to conduct a proxy contest to seek to elect several director candidates to our board of directors, we entered into a settlement agreement with the shareholder and certain of its affiliates regarding, among other things, changes to the composition of our board of directors, including the appointment of two new independent directors.
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
7 edited+0 added−1 removed6 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
7 edited+0 added−1 removed6 unchanged
2024 filing
2025 filing
Biggest changeFurthermore, our CIDO and/or Director of Information Security and Compliance provide periodic updates to our senior management regarding cybersecurity risks, as well as interim updates during regular meetings with our leadership team.
Biggest changeFurthermore, our VP of Information Technology and/or Chief Information Security Officer provide periodic updates to our senior management regarding cybersecurity risks, as well as interim updates to our leadership team.
It is founded on the NIST’s Cybersecurity Framework (Identify, Protect, Detect, Respond and Recover) and includes elements of ISO 27001 standards, NIST SP 800-171 guidance, the ISO, and other applicable industry standards for protecting controlled unclassified information. The Cybersecurity Program also incorporates preventative, detective and corrective controls to identify relevant cyber risks.
It is founded on the NIST’s Cybersecurity Framework (Identify, Protect, Detect, Respond and Recover) and includes elements of ISO 27001 standards, NIST SP 800-171 guidance, the ISO, and other 15 applicable industry standards for protecting controlled unclassified information. The Cybersecurity Program also incorporates preventative, detective and corrective controls to identify relevant cyber risks.
The controls are tested and evaluated on a regular basis and include the following controls: network and endpoint protection technologies that are designed to block and detect security events at the perimeter and within our networks; evaluation and monitoring of detected security events; and 17 documented incident response actions and procedures.
The controls are tested and evaluated on a regular basis and include: network and endpoint protection technologies that are designed to block and detect security events at the perimeter and within our networks; evaluation and monitoring of detected security events; and documented incident response actions and procedures.
For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to materially affect our Company, see the risk factor titled “A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation” in “Item 1A.
For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to materially affect our Company, see the risk factor titled “A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and reputation” in “Item 1A. Risk Factors.” 16
We impose security requirements upon our suppliers, including maintaining an effective security management program, abiding by information handling and asset management requirements; and notifying us in the event of any known or suspected cyber incident. Our CIDO is responsible for leading the Cybersecurity Program, which is coordinated and primarily executed by our Director of Information Security and Compliance.
We impose security requirements upon our suppliers, including maintaining an effective security management program, abiding by information handling and asset management requirements; and notifying us in the event of any known or suspected cyber incident. Our VP of Information Technology is responsible for leading the Cybersecurity Program, which is coordinated and primarily executed by the Chief Information Security Officer.
Our CIDO and/or Director of Information Security and Compliance will also provide reports of material cybersecurity incidents or other relevant developments to our Board of Directors and Audit Committee as and when needed.
Our VP of Information Technology and/or Chief Information Security Officer will also provide reports of material cybersecurity incidents or other relevant developments to our Board of Directors and Audit Committee as and when needed.
Our CIDO and/or Director of Information Security and Compliance deliver updates on the Cybersecurity Program to our Board of Directors semi-annually, including with respect to significant projects and initiatives.
Our VP of Information Technology and/or Chief Information Security Officer deliver updates on the Cybersecurity Program to our Board of Directors semi-annually, including with respect to significant projects and initiatives.
Removed
Risk Factors” of this Annual Report on Form 10-K. 18
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed1 unchanged
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeThe following table provides certain information about the material general offices and manufacturing facilities used by our operating segments: Location Floor Space (Square Feet) Type of Facility Leased / Owned Operating Segment North America Chandler, Arizona 147,000 Manufacturing / Administrative Offices / Innovation Center Owned AES Chandler, Arizona 105,100 Manufacturing Owned AES Chandler, Arizona 75,000 Administrative Offices Owned All Chandler, Arizona 17,000 Warehouse Leased through 3/2026 AES Rogers, Connecticut 388,100 Manufacturing / Administrative Offices / Innovation Center Owned All Woodstock, Connecticut 150,600 Manufacturing Owned EMS Carol Stream, Illinois 216,600 Manufacturing Owned EMS Bear, Delaware 125,000 Manufacturing Owned All Narragansett, Rhode Island 84,600 Manufacturing Owned EMS Apodoca, Mexico* 61,500 Manufacturing Leased through 1/2034 AES Europe Eschenbach, Germany 149,000 Manufacturing Owned AES Eschenbach, Germany 13,000 Warehouse Leased through 12/2025 AES Eschenbach, Germany 24,100 Warehouse / Innovation Center Leased through 11/2025 AES Evergem, Belgium 116,500 Manufacturing / Administrative Offices Owned All Evergem, Belgium 88,200 Warehouse Leased through 6/2027 AES Budapest, Hungary 46,800 Manufacturing Leased through 2/2027 AES Blackburn, England 58,000 Manufacturing / Warehouse Owned EMS Blackburn, England 9,000 Warehouse Leased through 8/2029 EMS Asia Suzhou, China 682,000 Manufacturing / Administrative Offices / Innovation Center Owned All Suzhou, China 77,000 Manufacturing Leased through 12/2031 EMS Suzhou, China 75,000 Manufacturing Leased through 5/2033 EMS Suzhou, China 164,000 Manufacturing Leased through 9/2033 AES Suzhou, China 27,000 Manufacturing Leased through 5/2027 EMS Siheung, South Korea 17,500 Manufacturing Leased though 5/2025 EMS Ansan, South Korea 51,300 Manufacturing Leased through 9/2030 EMS * Rogers Corporation is a guarantor to this lease, which commenced in September 2024, to establish a premise of operations for our manufacturing operations through a shelter agreement in Mexico.
Biggest changeThe following table provides certain information about the material general offices and manufacturing facilities used by our operating segments: Location Floor Space (Square Feet) Type of Facility Leased / Owned Operating Segment North America Chandler, Arizona 147,000 Manufacturing / Administrative Offices / Innovation Center Owned AES Chandler, Arizona 105,100 Manufacturing Owned AES Chandler, Arizona 75,000 Administrative Offices Owned All Chandler, Arizona 17,000 Warehouse Leased through 3/2026 AES Rogers, Connecticut 388,100 Manufacturing / Administrative Offices / Innovation Center Owned All Woodstock, Connecticut 150,600 Manufacturing Owned EMS Carol Stream, Illinois 216,600 Manufacturing Owned EMS Bear, Delaware 125,000 Manufacturing Owned All Narragansett, Rhode Island 84,600 Manufacturing Owned EMS Europe Eschenbach, Germany 149,000 Manufacturing Owned AES Eschenbach, Germany 51,100 Warehouse Leased through 12/2026 AES Eschenbach, Germany 20,700 Innovation Center Leased through 11/2026 AES Eschenbach, Germany 4,400 Warehouse Leased through 9/2027 AES Eschenbach, Germany 24,100 Warehouse Leased through 3/2027 AES Evergem, Belgium 116,500 Manufacturing / Administrative Offices Owned All Evergem, Belgium 88,200 Warehouse Leased through 6/2027 All Budapest, Hungary 46,800 Manufacturing Leased through 2/2028 AES Blackburn, England 58,000 Manufacturing / Warehouse Owned EMS Blackburn, England 9,000 Warehouse Leased through 8/2029 EMS Asia Suzhou, China 682,000 Manufacturing / Administrative Offices / Innovation Center Owned All Suzhou, China 77,000 Manufacturing Leased through 12/2031 EMS Suzhou, China 75,000 Manufacturing Leased through 5/2033 EMS Suzhou, China 164,000 Manufacturing Leased through 9/2033 AES Suzhou, China 27,000 Manufacturing Leased through 5/2027 EMS Ansan, South Korea 51,300 Manufacturing Leased through 9/2030 EMS
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed0 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed0 unchanged
2024 filing
2025 filing
Biggest changeItem 3. Legal Proceedings The information called for by this item is incorporated herein by reference to the information set forth in “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.” Item 4 . Mine Safety Disclosures Not applicable. 19 Part II
Biggest changeItem 3. Legal Proceedings The information called for by this item is incorporated herein by reference to the information set forth in “Note 10 – Commitments and Contingencies” to “Item 8. Financial Statements and Supplementary Data.” Item 4 . Mine Safety Disclosures Not applicable. 17 Part II
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
5 edited+0 added−0 removed5 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
5 edited+0 added−0 removed5 unchanged
2024 filing
2025 filing
Biggest changeFinancial Statements and Supplementary Data.” (Dollars in millions, except shares and per share amounts) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs March 1, 2024 to March 31, 2024 1,500 $ 109.92 1,500 $ 23.8 April 1, 2024 to April 30, 2024 70,893 $ 108.79 70,893 $ 116.2 December 1, 2024 to December 31, 2024 116,045 $ 103.58 116,045 $ 104.2 Item 6. [Reserved] 21
Biggest changeFinancial Statements and Supplementary Data.” (Dollars in millions, except shares and per share amounts) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs May 1, 2025 to May 31, 2025 406,560 $ 63.09 405,560 $ 77.4 June 1, 2025 to June 30, 2025 19,430 $ 66.01 19,430 $ 76.1 August 1, 2025 to August 31, 2025 137,879 $ 72.50 137,879 $ 66.1 October 1, 2025 to October 31, 2025 4,500 $ 84.89 4,500 $ 65.7 November 1, 2025 to November 30, 2025 169,776 $ 82.00 169,776 $ 51.8 Item 6. [Reserved] 19
We currently retain all of our earnings for use in the operation and expansion of our business, to repurchase or redeem capital stock, and in the repayment of our debt. We have never declared or paid any cash dividends on our capital stock and may not pay any cash dividends in the foreseeable future.
We currently retain all of our earnings for use in the operation and expansion of our business, to repurchase or redeem capital stock, and in instances when we have debt, the repayment of debt. We have never declared or paid any cash dividends on our capital stock and may not pay any cash dividends in the foreseeable future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Capital Stock Market Prices and Dividend Policy Our capital stock is traded on the New York Stock Exchange under the symbol “ROG”. As of the end of business on February 21, 2025, we had 250 shareholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Capital Stock Market Prices and Dividend Policy Our capital stock is traded on the New York Stock Exchange under the symbol “ROG”. As of the end of business on February 16, 2026, we had 226 shareholders of record.
There were 0.2 million shares repurchased for a total value of $25.0 million in 2022. As of December 31, 2024, $104.2 million remained available to purchase under our share repurchase program. For additional information regarding share repurchases, refer to “Note 12 – Capital Stock and Equity Compensation” to “Item 8.
There were 188,438 shares repurchased at a total cost of $19.8 million in 2024. There were no shares repurchased in 2023. As of December 31, 2025, $51.8 million remained available to purchase 18 under our share repurchase program. For additional information regarding share repurchases, refer to “Note 12 – Capital Stock and Equity Compensation” to “Item 8.
In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. There were 20 0.2 million shares repurchased for a total value of $19.8 million in 2024. There were no shares repurchased in 2023.
In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. In 2025, we purchased 738,145 shares at a total cost of $52.4 million.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
44 edited+18 added−19 removed17 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
44 edited+18 added−19 removed17 unchanged
2024 filing
2025 filing
Biggest changeResults of Operations The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales: 2024 2023 Net sales 100.0 % 100.0 % Gross margin 33.4 % 33.8 % Selling, general and administrative expenses 23.3 % 22.2 % Research and development expenses 4.2 % 3.9 % Restructuring and impairment charges 2.9 % 1.9 % Other operating (income) expense, net — % (3.6) % Operating income 3.0 % 9.4 % Equity income in unconsolidated joint ventures 0.2 % 0.2 % Other income (expense), net 1.0 % (0.1) % Interest expense, net (0.1) % (1.1) % Income before income tax expense 4.1 % 8.4 % Income tax expense 1.0 % 2.2 % Net income 3.1 % 6.2 % Net Sales and Gross Margin (Dollars in millions) 2024 2023 Net sales $ 830.1 $ 908.4 Gross margin $ 277.1 $ 307.1 Percentage of net sales 33.4 % 33.8 % Net sales decreased by 8.6% in 2024 compared to 2023.
Biggest changeExecutive Summary The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity: • In 2025, as compared to 2024, our net sales decreased by 2.3% to $810.8 million, our gross margin decreased 170 basis points to 31.7% from 33.4%, and operating income as a percentage of net sales decreased 860 basis points to (5.6%) from 3.0%. • We recognized impairment charges of $71.8 million in 2025 related to our curamik ® reporting unit within our AES operating segment, and $1.9 million related to the impairment of our facility lease in Mexico. • We recognized restructuring charges of $23.4 million in 2025 due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility, phase one of curamik ® manufacturing footprint consolidation, our executive leadership transition, and the reduction of our global workforce. • We repurchased 738,145 shares of our capital stock for $52.4 million in 2025. 20 Results of Operations The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales: 2025 2024 Net sales 100.0 % 100.0 % Gross margin 31.7 % 33.4 % Selling, general and administrative expenses 21.8 % 23.3 % Research and development expenses 3.5 % 4.2 % Restructuring and impairment charges 12.0 % 2.9 % Other operating (income) expense, net — % — % Operating income (loss) (5.6) % 3.0 % Equity income in unconsolidated joint ventures — % 0.2 % Other income (expense), net (0.1) % 1.0 % Interest income (expense), net 0.1 % (0.1) % Income (loss) before income taxes (5.6) % 4.1 % Income tax expense 2.0 % 1.0 % Net income (loss) (7.6) % 3.1 % Net Sales and Gross Margin (Dollars in millions) 2025 2024 Net sales $ 810.8 $ 830.1 Gross margin $ 256.8 $ 277.1 Percentage of net sales 31.7 % 33.4 % Net sales decreased by 2.3% in 2025 compared to 2024.
Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence.
Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) operational excellence, and (4) synergistic mergers and acquisitions.
Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy. In addition to our focus on these markets, we sell into a variety of other markets, including general industrial, wireless infrastructure and mass transit.
Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy. In addition to our focus on these markets, we sell into a variety of other markets, including industrial, wireless infrastructure and mass transit.
Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on our portfolio and commercial activities, optimizing our global capacity to meet customer demand and driving innovation.
Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on commercial activities, optimizing our global capacity to meet customer demand and driving innovation.
Certain accounting policies may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. A summary of our critical accounting estimates is presented below: 27 Product Liabilities We endeavor to maintain insurance coverage with reasonable deductible levels to protect us from potential exposures to product liability claims.
Certain accounting policies may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. A summary of our critical accounting policies and estimates is presented below: Product Liabilities We endeavor to maintain insurance coverage with reasonable deductible levels to protect us from potential exposures to product liability claims.
Our total net leverage ratio did not exceed 2.75 to 1.00 as of December 31, 2024. For additional information regarding the Fifth Amended Credit Agreement, refer to “Note 9 – Debt” to “Item 8. Financial Statements and Supplementary Data.” Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S.
Our total net leverage ratio did not exceed 2.75 to 1.00 as of December 31, 2025. For additional information regarding the Fifth Amended Credit Agreement, refer to “Note 9 – Revolving Credit Facility ” to “Item 8. Financial Statements and Supplementary Data.” Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S.
Excluding $3.0 million of inventory purchase commitments, there are no contractual obligations requiring material cash requirements in 2025 and beyond, excluding those already noted, including those related to our outstanding borrowings under our revolving credit facility, our operating and finance lease obligations and our pension benefit and other postretirement benefit obligations, which are discussed in “Note 9 – Debt,” “Note 6 – Leases” and “Note 8 – Postretirement Benefits,” to “Item 8.
Excluding $2.9 million of inventory purchase commitments, there are no contractual obligations requiring material cash requirements in 2026 and beyond, excluding those already noted, including those related to our outstanding borrowings under our revolving credit facility, our operating and finance lease obligations and our pension benefit and other postretirement 24 benefit obligations, which are discussed in “Note 9 – Revolving Credit Facility ,” “Note 6 – Leases” and “Note 8 – Postretirement Benefits,” to “Item 8.
Net sales were favorably impacted by foreign currency fluctuations of $0.7 million, or 0.1%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi relative to the U.S. dollar.
Net sales were favorably impacted by foreign currency impacts of $6.0 million, or 0.7%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by depreciation in value of the Korean won and Chinese renminbi, relative to the U.S. dollar.
Our AES and EMS operating segments had net sales decreases of 11.3% and 4.8%, respectively. The decrease in net sales was primarily due to lower net sales in the EV/HEV, industrial, ADAS and renewable energy markets, partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets.
Our AES and EMS operating segments had net sales decreases of 1.5% and 3.1%, respectively. The decrease in net sales was primarily due to lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the aerospace and defense and ADAS markets.
Restructuring and Impairment Charges and Other Operating (Income) Expense, Net (Dollars in millions) 2024 2023 Restructuring and impairment charges $ 24.1 $ 16.9 Other operating (income) expense, net $ 0.1 $ (33.1) We recognized $16.2 million and $16.9 million of restructuring charges in 2024 and 2023, respectively.
Restructuring and Impairment Charges and Other Operating (Income) Expense, Net (Dollars in millions) 2025 2024 Restructuring and impairment charges $ 97.1 $ 24.1 Other operating (income) expense, net $ — $ 0.1 We recognized $23.4 million and $16.2 million of restructuring charges in 2025 and 2024, respectively.
Liquidity, Capital Resources and Financial Position We believe that our existing sources of liquidity and cash flows that are expected to be generated from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures, R&D efforts and our debt service commitments, for at least the next 12 months.
Gross margin in 2025 declined due to lower volumes and unfavorable mix. 23 Liquidity, Capital Resources and Financial Position We believe that our existing sources of liquidity and cash flows that are expected to be generated from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures and R&D efforts for at least the next 12 months.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas: As of December 31, (Dollars in millions) 2024 2023 U.S. $ 84.7 $ 60.0 Europe 37.4 37.6 Asia 37.7 34.1 Total cash and cash equivalents $ 159.8 $ 131.7 Approximately $75.1 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of December 31, 2024.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas: As of December 31, (Dollars in millions) 2025 2024 U.S. $ 100.1 $ 84.7 Europe 40.7 37.4 Asia 56.2 37.7 Total cash and cash equivalents $ 197.0 $ 159.8 Approximately $96.9 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of December 31, 2025.
Financial Statements and Supplementary Data.” (Dollars in millions) Year Ended December 31, Key Cash Flow Measures: 2024 2023 Net cash provided by operating activities $ 127.1 $ 131.4 Net cash used in investing activities (45.6) (47.9) Net cash used in financing activities (50.1) (190.3) In 2025, we expect capital spending to be in the range of approximately $40.0 million to $50.0 million, of which we are contractually committed to $2.9 million as of December 31, 2024.
(Dollars in millions) Year Ended December 31, Key Cash Flow Measures: 2025 2024 Net cash provided by operating activities $ 101.2 $ 127.1 Net cash used in investing activities (14.8) (45.6) Net cash used in financing activities (53.9) (50.1) In 2026, we expect capital spending to be in the range of approximately $30.0 million to $40.0 million, of which we are contractually committed to $4.7 million as of December 31, 2025.
Other (Dollars in millions) 2024 2023 2022 Net sales $ 17.0 $ 19.7 $ 21.0 Gross margin $ 6.0 $ 7.5 $ 7.9 Percentage of net sales 35.3 % 38.1 % 37.6 % Net sales in our Other operating segment decreased by 13.7% in 2024 from 2023.
Other (Dollars in millions) 2025 2024 Net sales $ 15.9 $ 17.0 Gross margin $ 5.1 $ 6.0 Percentage of net sales 32.1 % 35.3 % Net sales in our Other operating segment decreased by 6.5% in 2025 from 2024.
As a market-driven organization, we are focused on capitalizing on growth opportunities in several different end markets. This includes the automotive industry, where there are market opportunities resulting from the increasing electrification of vehicles, and in the expanding use of ADAS.
As a market-driven organization, we are focused on capitalizing on growth opportunities in multiple end markets. This includes the automotive industry, where there are market opportunities resulting from the continuing trends in vehicle electrification, and ADAS adoption.
The restructuring charges in 2024 were related to manufacturing footprint consolidation efforts, which impacted our Evergem, Belgium facility, along with the reduction in global workforce plan announced in November 2024 and the R&D facility exit plan announced in June 2024.
The restructuring charges in 2025 were related to manufacturing footprint consolidation efforts, which impacted our facilities in Evergem, Belgium and Eschenbach, Germany, our global reduction in workforce, and our executive leadership transition. The restructuring charges in 2024 were related to manufacturing footprint consolidation efforts, the R&D facility exit plan, and the reduction in global workforce.
Financial Statements and Supplementary Data.” The discussion of the comparison of our 2023 and 2022 results was previously disclosed within the Management’s Discussion & Analysis in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 and has been omitted from this section pursuant to Instruction 1 to Item 303(b) of Regulation S-K, except the Operating Segment Net Sales and Gross Margin section, which has been recast due to changes resulting from the adoption of ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
Financial Statements and Supplementary Data.” The discussion of the comparison of our 2024 and 2023 results was previously disclosed within the Management’s Discussion & Analysis in Part II, Item 7 of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025 and has been omitted from this section pursuant to Instruction 1 to Item 303(b) of Regulation S-K.
If we are able to successfully execute on our strategy, we see an opportunity, over the next several years, to meaningfully increase revenues from current levels and further improve profitability. The increase in revenues is expected to come from a combination of organic growth and targeted acquisitions.
If we successfully execute this growth and operational improvement strategy, we see an opportunity, over the next several years, to increase revenues from current levels and further improve profitability. The increase in revenues is largely expected to come from our organic business, with the potential to augment this growth through targeted acquisitions.
The decrease in net sales was primarily driven by lower net sales in the EV/HEV, industrial power systems, ADAS and renewable energy markets, partially offset by higher net sales in the wireless infrastructure and aerospace and defense markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to softer end market demand.
The decrease in net sales was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the ADAS and aerospace and defense markets. EV/HEV net sales were lower as customers continued to manage inventory levels and adjusted to changing regional demands.
Operating Segment Net Sales and Gross Margin Advanced Electronics Solutions (Dollars in millions) 2024 2023 2022 Net sales $ 452.2 $ 509.7 $ 530.2 Gross margin $ 132.6 $ 157.6 $ 171.5 Percentage of net sales 29.3 % 30.9 % 32.3 % Our AES operating segment net sales decreased by 11.3% in 2024 compared to 2023.
Operating Segment Net Sales and Gross Margin Advanced Electronics Solutions (Dollars in millions) 2025 2024 Net sales $ 445.2 $ 452.2 Gross margin $ 132.0 $ 132.6 Percentage of net sales 29.6 % 29.3 % Our AES operating segment net sales decreased by 1.5% in 2025 compared to 2024.
For additional information, refer to “ Note 14 – Supplemental Financial Information ” to “Item 8. Financial Statements and Supplementary Data.” Equity Income in Unconsolidated Joint Ventures (Dollars in millions) 2024 2023 Equity income in unconsolidated joint ventures $ 1.4 $ 1.8 Up until November 5, 2024, we had two unconsolidated JVs, each 50% owned: RIC and RIS.
Financial Statements and Supplementary Data.” Equity Income in Unconsolidated Joint Ventures (Dollars in millions) 2025 2024 Equity income in unconsolidated joint ventures $ — $ 1.4 Up until early November, 2024, we had two unconsolidated, 50% owned, JVs: RIC and RIS.
Our growth strategy is based on addressing trends in these markets and applying our repeatable customer engagement process. Our sales engineers and technical service employees work closely with our customers to understand their complex challenges. They then leverage our innovation and technology capabilities and deep applications expertise to provide unique solutions to customers’ challenges.
Our growth strategy is based on addressing trends in these markets and maintaining a strong customer-centric focus. Our sales engineers and technical service employees work closely with our customers to understand their needs and then leverage our development capabilities and applications expertise to provide customized solutions.
The decrease in net sales was primarily driven by lower net sales in the industrial market, partially offset by higher net sales in the EV/HEV market. We experienced lower industrial net sales primarily due to the non-recurrence of a one-time bulk purchase by a customer in 2023.
The decrease in net sales was primarily driven by lower net sales in the EV/HEV market, partially offset by higher net sales in the industrial market. We experienced lower EV/HEV net sales due to customer inventory management in response to end market demands.
Elastomeric Material Solutions (Dollars in millions) 2024 2023 2022 Net sales $ 360.9 $ 379.0 $ 420.0 Gross margin $ 138.5 $ 142.0 $ 141.6 Percentage of net sales 38.4 % 37.5 % 33.7 % Our EMS operating segment net sales decreased by 4.8% in 2024 compared to 2023.
Elastomeric Material Solutions (Dollars in millions) 2025 2024 Net sales $ 349.7 $ 360.9 Gross margin $ 119.7 $ 138.5 Percentage of net sales 34.2 % 38.4 % Our EMS operating segment net sales decreased by 3.1% in 2025 compared to 2024.
We plan to fund our capital spending in 2025 with cash from operations and cash on-hand, as well as our existing revolving credit facility, if necessary.
We plan to fund our capital spending in 2026 with cash from operations and cash on-hand.
Key Financial Position Accounts As of December 31, (Dollars in millions) 2024 2023 Cash and cash equivalents $ 159.8 $ 131.7 Accounts receivable, net 135.3 161.9 Inventories, net 142.3 153.5 Borrowings under revolving credit facility — 30.0 26 Significant changes in our statement of financial position accounts from December 31, 2023 to December 31, 2024 were as follows: • Cash and cash equivalents were $159.8 million as compared to $131.7 million as of December 31, 2023, an increase of $28.1 million, or 21.3%.
Key Financial Position Accounts As of December 31, (Dollars in millions) 2025 2024 Cash and cash equivalents $ 197.0 $ 159.8 Accounts receivable, net 130.6 135.3 Inventories, net 125.0 142.3 Significant changes in our statement of financial position accounts from December 31, 2024 to December 31, 2025 were as follows: • Cash and cash equivalents were $197.0 million as compared to $159.8 million as of December 31, 2024, an increase of $37.2 million, or 23.3%.
For additional information, refer to “Note 16 – Mergers and Acquisitions” to “Item 8. Financial Statements and Supplementary Data.” Other Income (Expense), Net (Dollars in millions) 2024 2023 Other income (expense), net $ 8.8 $ (0.7) Other income (expense), net increased to $8.8 million of income in 2024 compared to $0.7 million of expense in 2023.
Financial Statements and Supplementary Data.” Other Income (Expense), Net (Dollars in millions) 2025 2024 Other income (expense), net $ (0.9) $ 8.8 Other income (expense), net decreased to $0.9 million of expense in 2025 compared to $8.8 million of income in 2024.
Our AES operating segment gross margin in 2024 declined due to lower volume and unfavorable mix, which was partially offset by lower manufacturing spend. As a percentage of net sales, gross margin in 2024 was 29.3% as compared to 30.9% in 2023.
Our AES operating segment gross margin as a percentage of net sales increased 30 basis points to 29.6% in 2025 compared to 29.3% in 2024. Gross margin in 2025 increased due to favorable mix and cost savings from our manufacturing footprint consolidation in Belgium, partially offset by lower volume and related utilization headwinds and unfavorable yield performance.
Research and Development Expenses (Dollars in millions) 2024 2023 Research and development expenses $ 34.6 $ 35.7 Percentage of net sales 4.2 % 3.9 % R&D expenses decreased 3.1% in 2024 from 2023, primarily due to a $1.0 million decrease in compensation and benefits and a $0.8 million decrease in professional services expense, partially offset by a $0.7 million increase in trial costs for alternative raw materials.
Selling, General and Administrative Expenses (Dollars in millions) 2025 2024 Selling, general and administrative expenses $ 176.6 $ 193.4 Percentage of net sales 21.8 % 23.3 % SG&A expenses decreased 8.7% in 2025 from 2024, primarily due to an $10.6 million decrease in compensation and benefits expense due to our overall reduction in employee count, a $7.2 million decrease in professional services expenses, and a $1.4 million decrease in intangible asset amortization, partially offset by a $3.3 million increase in fixed asset depreciation. 21 Research and Development Expenses (Dollars in millions) 2025 2024 Research and development expenses $ 28.1 $ 34.6 Percentage of net sales 3.5 % 4.2 % R&D expenses decreased 18.8% in 2025 from 2024, primarily due to a $3.4 million decrease in compensation and benefits expense and a $1.8 million decrease in R&D trials.
We did not make any changes in 2024 to our position on the permanent reinvestment of our historical earnings from foreign operations. With the exception of certain of our Chinese subsidiaries, where a substantial portion of our Asia cash and cash equivalents is held, we continue to assert that historical foreign earnings are indefinitely reinvested.
We did not make any changes in 2025 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain Asian entities, we continue to assert that foreign earnings are indefinitely reinvested. Net working capital was $373.9 million and $370.4 million as of December 31, 2025 and 2024, respectively.
We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.
We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and evolving industry trends.
The increase was due to the recognition of $7.7 million of gains in connection to the execution of the JV Separation Agreement with INOAC, as well as a favorable year-over-year change in impacts from our foreign currency transactions, partially offset by an unfavorable year-over-year change in impacts from our foreign currency derivatives. 24 Interest Expense, Net (Dollars in millions) 2024 2023 Interest expense, net $ (0.8) $ (10.1) Interest expense, net, decreased by $9.3 million in 2024 from 2023, due to a lower weighted-average outstanding balance for our borrowings under our revolving credit facility.
The decrease was due to the recognition of a $7.7 million gain in 2024 in connection with the execution of the JV Separation Agreement with INOAC, $2.3 million of unfavorable year-over-year changes in impacts from our foreign currency transactions, $1.4 million of unfavorable year-over-year changes in impacts from our foreign currency derivatives, partially offset by $1.9 million in favorable year-over-year changes from our copper derivatives.
Net sales were unfavorably impacted by foreign currency fluctuations of $0.4 million, or 2.0%, due to the depreciation in value of Chinese renminbi relative to the U.S. dollar. Our Other operating segment gross margin improved in 2023 due to lower freight, duties and tariffs costs, partially offset by lower volume and unfavorable factory utilization.
Net sales were favorably impacted by foreign currency fluctuations of $4.8 million, or 1.1%, due to the appreciation in value of the euro relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi and Korean won relative to the U.S. dollar.
Net sales were unfavorably impacted by foreign currency fluctuations of $3.6 million, or 0.9%, due to the depreciation in value of Chinese renminbi relative to the U.S. dollar, partially offset by the appreciation in value of the euro relative to the U.S. dollar. 25 Our EMS operating segment gross margin in 2024 improved due to scrap and yield improvements and lower inventory reserves provisions, which was partially offset by lower volume and unfavorable mix.
Net sales were favorably impacted by foreign currency fluctuations of $1.2 million, or 0.3%, due to the appreciation in value of the euro and British pound relative to the U.S. dollar, partially offset by the depreciation in value of Chinese renminbi and Korean won relative to the U.S. dollar.
We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives. We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers.
These actions include optimizing our manufacturing footprint, and reducing manufacturing and corporate employees. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.
The decrease from year-end was primarily due to lower net sales at the end of 2024 compared to at the end of 2023 and lower days sales outstanding, as well as a $4.1 million receipt of previously recognized UTIS fire insurance receivables for our business interruption claims. • Inventories, net decreased 7.3% to $142.3 million as of December 31, 2024, from $153.5 million as of December 31, 2023, primarily driven by lower raw materials and work-in-process levels, combined with higher inventory reserves provisions, partially offset by higher finished goods levels. • Borrowings under revolving credit facility were nil as of December 31, 2024, compared to $30.0 million as of December 31, 2023.
The decrease from year-end was primarily due to a decrease in sales across our segments and a $1.0 million decrease in VAT receivable, partially offset by a $0.5 million increase in current taxes receivable. • Inventories, net decreased 12.2% to $125.0 million as of December 31, 2025, from $142.3 million as of December 31, 2024. primarily driven by reductions in raw materials and finished goods inventories, partially offset by higher levels of work-in-process inventory.
As of December 31, 2024, the estimated liabilities and estimated insurance recoveries for all current and future indemnity and defense costs projected through 2064 were $57.5 million and $52.3 million, respectively. 28
As of December 31, 2025, the estimated liabilities and estimated insurance recoveries for all current and future indemnity and defense costs projected through 2064 were $57.4 million and $52.8 million, respectively. 25 Goodwill Goodwill is evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired.
This increase was primarily due to $127.1 million of net cash flow provided by operations, partially offset by $56.1 million in capital expenditures, $30.0 million in discretionary principal payments on our revolving credit facility, $19.8 million in share repurchases and $1.4 million in tax payments related to net share settlement of equity awards. • Accounts receivable, net decreased 16.4% to $135.3 million as of December 31, 2024, from $161.9 million as of December 31, 2023.
This increase was primarily due to our cash flows provided by operations and $14.2 million in proceeds from the sale fixed assets primarily related to the sale of our Price Road facility, partially offset by $52.4 million in share repurchases and $30.1 million in capital expenditures, as well as the effect of net financing and investing activity outflows during the year. • Accounts receivable, net decreased 3.5% to $130.6 million as of December 31, 2025, from $135.3 million as of December 31, 2024.
Our Other operating segment gross margin in 2024 declined due to unfavorable impacts from lower volume and unfavorable factory utilization. As a percentage of net sales, gross margin in 2024 was 35.3%, an approximately 280 basis point decrease as compared to 38.1% in 2023. Net sales in our Other operating segment decreased by 6.2% in 2023 from 2022.
Our EMS operating segment gross margin as a percentage of net sales decreased 420 basis points to 34.2% in 2025 compared to 38.4% in 2024. Gross margin in 2025 declined due to lower volumes and related utilization headwinds, unfavorable mix and unfavorable yield performance.
As a percentage of net sales, gross margin in 2023 was 30.9% as compared to 32.3% in 2022.
Our Other operating segment gross margin as a percentage of net sales decreased 320 basis points to 32.1% in 2025 compared to 35.3% in 2024.
The restructuring charges in 2023 were related to the reduction in global workforce and facility consolidation plans announced in February 2023. We recognized $7.9 million of impairment charges in 2024, which were primarily related to our new ERP system still in development.
Financial Statements and Supplementary Data.” We recognized $7.9 million of impairment charges in 2024 related to our new ERP system still in development. For additional information, refer to “ Note 14 – Supplemental Financial Information ” to “Item 8.
This growth strategy is enabled by both organic and inorganic investments from which we strive to ensure high-quality solutions for our customers. Our operational excellence efforts are focused on driving ongoing cost structure improvements to further enhance our profitability. These efforts include focusing on improving yields, throughput, procurement capabilities, and manufacturing processes.
Our operational excellence efforts are focused on driving ongoing cost improvements and efficiencies to further enhance our profitability while enhancing the agility and customer focus of the organization. These efforts include focusing on improving yields, throughput, procurement capabilities, and manufacturing processes. We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance.
In addition to these capabilities, our strategy for success is also built on our reputation for high performance and reliability, trusted customer relationships and an expansive product portfolio. Through this strategy we expect to be able to drive further commercial wins, which provide the potential for higher growth in the future.
Our strategy is supported by an expansive product portfolio and a reputation for producing high performance and reliable products. We expect to secure further commercial wins and improve sales as we execute on this strategy.
As a percentage of net sales, gross margin in 2024 was 38.4% as compared to 37.5% in 2023. Our EMS operating segment gross margin in 2023 improved due to lower freight, duties and tariffs costs, lower raw material costs and favorable factory optimization efforts, which was partially offset by lower volumes, unfavorable yield performance and higher inventory reserves provisions.
Gross margin as a percentage of net sales decreased 170 basis points to 31.7% in 2025 compared to 33.4% in 2024. Gross margin in 2025 declined due to lower volumes and related utilization headwinds and unfavorable yield performance, partially offset by favorable mix and cost savings from our manufacturing footprint consolidation in Belgium.
Removed
We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance. These actions include optimizing our manufacturing footprint, divesting non-core product lines and reducing manufacturing and corporate employees.
Added
We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjust to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.
Removed
This outlook is supported by our participation in a number of growth markets and by our competitive positions in these markets. The fastest growing market opportunity is expected to be EV/HEV where third-party analysis projects that the market will increase at a compound annual growth rate of between 10% and 15% over the next several years.
Added
The decrease in compensation and benefits expense was largely driven by overall reduction in employee count and cost savings related to our exit from our Burlington, Massachusetts Innovation Center facility.
Removed
Within the EV/HEV market, we believe our advanced battery cell pads and ceramic substrates provide multiple content opportunities to capitalize on this growth.
Added
We recognized $71.8 million of impairment charges in 2025 related to our curamik ® reporting unit within our AES operating segment as well as $1.9 million of impairment charges related to our facility lease in Mexico. For additional information, refer to “Note 7 – Goodwill and Intangible Assets” and "Note 6 – Leases ” to “Item 8.
Removed
Other markets with good growth trajectories include ADAS, aerospace and defense, portable electronics and renewable energy. 22 Executive Summary The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity: • In 2024 as compared to 2023, our net sales decreased by 8.6% to $830.1 million, our gross margin decreased 40 basis points to 33.4% from 33.8%, and operating income as a percentage of net sales decreased 640 basis points to 3.0% from 9.4%. • We entered into and executed the JV Separation Agreement with INOAC, which resulted in gains of $7.7 million recorded in Other income (expense), net. • We recognized restructuring charges of $16.2 million in 2024 primarily related to our manufacturing footprint consolidation plan and our reduction in global workforce plan. • We recognized impairment charges of $7.9 million in 2024, primarily related to our new ERP system still in development. • We made $30.0 million of discretionary principal payments on our revolving credit facility in 2024. • We repurchased 0.2 million shares of our capital stock for $19.8 million in 2024.
Added
In early November, 2024, our JV relationships were discontinued resulting in the year-over-year decrease in equity income in those unconsolidated JVs. For additional information, refer to “Note 16 – Mergers and Acquisitions” to “Item 8.
Removed
We experienced lower EV/HEV net sales in our AES operating segment as customers continued to manage inventory levels and adjusted to softer end market demand and we experienced lower industrial net sales in our EMS operating segment primarily due to the non-recurrence of a one-time bulk purchase by a customer in 2023.
Added
Interest Income (Expense), Net (Dollars in millions) 2025 2024 Interest income (expense), net $ 0.8 $ (0.8) Interest income (expense), net, increased by $1.6 million in 2025 from 2024, due to higher income on interest-bearing cash accounts and a lower average outstanding balance on our revolving credit facility. 22 Income Tax Expense (Dollars in millions) 2025 2024 Income tax expense $ 16.7 $ 8.2 Effective tax rate (37.0) % 23.9 % Our effective income tax rate for 2025 was negative 37.0%, representing tax expense with a pre-tax book loss, compared to income tax expense of 23.9% for 2024.
Removed
Gross margin in 2024 declined due to lower volume and unfavorable mix, partially offset by reduction in manufacturing spend, scrap and yield improvements and lower inventory reserves provisions.
Added
The 2025 rate change was primarily due to (i) the change in valuation allowance against deferred tax assets, and (ii) the curamik ® goodwill impairment with no related tax benefit.
Removed
Gross margin as a percentage of net sales decreased 40 basis points to 33.4% in 2024 compared to 33.8% in 2023. 23 Selling, General and Administrative Expenses (Dollars in millions) 2024 2023 Selling, general and administrative expenses $ 193.4 $ 202.3 Percentage of net sales 23.3 % 22.2 % SG&A expenses decreased 4.4% in 2024 from 2023, primarily due to a $9.5 million decrease in professional services expense, partially offset by the non-recurrence of the $0.7 million gain on the sale of our high-performance engineered cellular elastomer business in 2023.
Added
Wireless infrastructure net sales decreased as a program for a key customer was launched and completed in 2024.
Removed
The decrease in professional services expense was primarily attributable to the non-recurrence of the $7.6 million of non-routine shareholder advisory costs and the $1.1 million of expenses in connection with the sale of our high-performance engineered cellular elastomer business, both of which were incurred in 2023.
Added
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Removed
With respect to other operating (income) expense, net, we recognized expense of $0.1 million and income of $33.1 million in 2024 and 2023, respectively. The income recognized in 2023 was primarily related to insurance recoveries from the fire at our UTIS manufacturing facility in Ansan, South Korea.
Added
If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, we perform a quantitative impairment test for that reporting unit.
Removed
Equity income in those unconsolidated JVs decreased 22.2% in 2024 from 2023 due to lower net sales for RIC and RIS, which was primarily driven by the portable electronics market in Asia, a change in the business model for RIS to subcontracting manufacturing in the second half of 2023, as well as the discontinuation of the JV relationships in November 2024.
Added
We also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test. The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit.
Removed
Income Tax Expense (Dollars in millions) 2024 2023 Income tax expense $ 8.2 $ 19.7 Effective tax rate 23.9 % 25.8 % Our effective income tax rate for 2024 was 23.9% compared to 25.8% for 2023.
Added
In recent years, management's annual goodwill impairment assessments had been qualitative assessments for all reporting units.
Removed
The decrease from 2023 was primarily due to the (i) release of valuation allowance against certain NOLs, (ii) JV Separation which did not have a corresponding tax gain and (iii) favorable releases of uncertain tax positions, offset by (iv) increased non-deductible equity compensation.
Added
During the second quarter of 2025, changing market competition and supply dynamics impacted our curamik ® reporting unit, which resulted in reduced demand forecasts for short and mid-term net sales and gross margin for the reporting unit, creating a triggering event that required an interim quantitative impairment assessment.
Removed
Our AES operating segment net sales decreased by 3.9% in 2023 compared to 2022. The decrease in net sales was primarily driven by lower net sales in the power interconnects EV/HEV, aerospace and defense, wireless infrastructure and portable electronics markets, partially offset by higher net sales in the power substrates EV/HEV, renewable energy and ADAS markets.
Added
The interim quantitative assessment resulted in the recognition of a non-cash impairment charge to our curamik ® reporting unit’s goodwill of $67.3 million, which represents a full impairment. In connection with management’s annual assessment in 2025, management elected to bypass a qualitative assessment and perform a quantitative assessment for all reporting units with a remaining goodwill balance.
Removed
Our AES operating segment gross margin in 2023 declined due to lower volumes and unfavorable mix, unfavorable yield performance and higher inventory reserves provisions, which was partially offset by lower freight, duties and tariffs costs, lower raw material costs and favorable factory optimization efforts.
Added
No additional impairments were recorded as a result of such assessments. For additional information, refer to “Note 7 – Goodwill and Intangible Assets”. The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed.
Removed
Our EMS operating segment net sales decreased by 9.8% in 2023 compared to 2022. The decrease in net sales was primarily driven by lower net sales in the general industrial, consumer, portable electronics and EV/HEV markets, partially offset by higher net sales in the aerospace and defense market.
Added
We estimate the fair value of each of our reporting units using either an income approach based on the present value of future cash flows through a multi-year discounted cash flow analysis or using an estimated weighting between both an income approach and market approach.
Removed
As a percentage of net sales, gross margin in 2023 was 37.5% as compared to 33.7% in 2022.
Added
Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, cost of sales, gross margin and operating margin, discount rates, terminal growth rates, future market conditions, and market multiples, among others.
Removed
As a percentage of net sales, gross margin in 2023 was 38.1%, an approximately 50 basis point increase as compared to 37.6% in 2022.
Added
Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time at which such impairments are recognized. We assessed the assumptions used in the quantitative impairment assessment to be reasonable and consistent with assumptions that would have been used by other market participants.
Removed
Net working capital was $370.4 million and $410.5 million as of December 31, 2024 and 2023, respectively.
Added
For additional information, refer to “Note 7 – Goodwill and Intangible Assets” to “ Item 8. Financial Statements and Supplementary Data.” 26
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
5 edited+0 added−0 removed6 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
5 edited+0 added−0 removed6 unchanged
2024 filing
2025 filing
Biggest changeAs of December 31, 2024, the interest rate on our revolving credit facility was 6.30%, and a 100-basis point increase in SOFR would have increased the amount of interest expense by an immaterial amount for the year ended December 31, 2024. • Commodity Risk We are subject to fluctuations in the cost of raw materials used to manufacture our materials and products.
Biggest changeAs of December 31, 2025, the interest rate on our revolving credit facility was 5.64%, and a 100-basis point increase in SOFR would have had no impact for the year ended December 31, 2025 as there were no borrowings on the revolver during the year. • Commodity Risk We are subject to fluctuations in the cost of raw materials used to manufacture our materials and products.
We further seek to mitigate this exposure through hedging activities by entering into foreign exchange forward contracts with third parties when the use of natural hedges is not possible or desirable. We currently do not use derivative instruments for trading or speculative purposes. We monitor foreign exchange risks and at times manage such risks on specific transactions.
We further seek to mitigate this exposure through hedging activities by entering into foreign exchange forward contracts with third parties when the use of natural hedges is not possible or desirable. We currently do not use derivative instruments for trading or speculative purposes. We monitor foreign exchange risks and at times manage such risks in specific transactions.
We currently do not use hedging strategies to minimize the risk of price fluctuations on other commodity-based raw materials; however, we regularly review such strategies to hedge market risk on an ongoing basis. For additional discussion, refer to “Note 3 – Derivatives and Hedging” to “Item 8. Financial Statements and Supplementary Data.” 29
We currently do not use hedging strategies to minimize the risk of price fluctuations on other commodity-based raw materials; however, we regularly review such strategies to hedge market risk on an ongoing basis. For additional discussion, refer to “Note 3 – Derivatives and Hedging” to “Item 8. Financial Statements and Supplementary Data.” 27
These impacts are not reflective of the effects of our foreign currency forward contracts. • Interest Rate Risk As of December 31, 2024, we had no borrowings outstanding under our revolving credit facility. The interest charged on these borrowings fluctuates with movements in the benchmark SOFR.
These impacts are not reflective of the effects of our foreign currency forward contracts. • Interest Rate Risk As of December 31, 2025, we had no borrowings outstanding under our revolving credit facility. The interest charged on these borrowings fluctuates with movements in the benchmark SOFR.
In 2024, a 10% strengthening of the U.S. dollar relative to other currencies would have resulted in a decrease to net sales and net income of approximately $8.6 million and $4.1 million, respectively, while a 10% weakening of the U.S. dollar relative to other currencies would have resulted in an increase to net sales and net income of approximately $10.5 million and $4.9 million, respectively.
In 2025, a 10% strengthening of the U.S. dollar relative to other currencies would have resulted in a decrease to net sales and net income of approximately $38.9 million and $1.2 million, respectively, while a 10% weakening of the U.S. dollar relative to other currencies would have resulted in an increase to net sales and net income of approximately $47.6 million and $1.7 million, respectively.