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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-4347
ROGERS CORPORATION
[Exact name of Registrant as specified in its charter]
Massachusetts 06-0513860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
(860) 774-9605
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ----------------------------- ------------------------
Capital Stock, $1 Par Value New York Stock Exchange, Inc.
Rights to Purchase Capital Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No ________
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the Capital Stock, $1 par
value, held by non-affiliates of the Registrant as of
March 1, 2001 was $519,662,872.
The number of shares of Capital Stock, $1 par value,
outstanding as of March 1, 2001 was 15,170,346.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for
the fiscal year ended December 31, 2000 are incorporated by
reference into Parts I and II.
Portions of the proxy statement for the Registrant's 2001 annual
meeting of stockholders to be held April 26, 2001, are
incorporated by reference into Part III.
TABLE OF CONTENTS
PART I
Item Page
1. Business 1
2. Properties 6
3. Legal Proceedings 6
4. Submission of Matters to a Vote of Security Holders 7
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
6. Selected Financial Data 7
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
7A. Quantitative and Qualitative Disclosures About Market
Risk 8
8. Financial Statements and Supplementary Data 8
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
10. Directors and Executive Officers of the Registrant 8
11. Executive Compensation 8
12. Security Ownership of Certain Beneficial Owners
and Management 8
PART IV
14. Exhibits and Reports on Form 8-K 9
SIGNATURES
Signatures 13
PART I
Item 1. BUSINESS
GENERAL
Rogers Corporation (the Company), founded in 1832, is one of the
oldest publicly traded U.S. companies in continuous operation.
The Company has adapted its products over the years to meet
changing market needs, moving from specialty paperboard to
transformer boards for electrical insulation, and now
predominantly to a range of specialty polymer composite materials
for communications, imaging, computer, transportation, and
consumer applications.
New leadership in 1992 restructured the Company to focus on these
materials based businesses - printed circuit materials, high
performance foams, and other polymer materials and components.
The Company's management, operations, sales and marketing, and
technology development activities were redirected to efforts
intended to grow the materials based businesses. In so doing,
the Company takes advantage of its core competencies in polymers,
fillers, and adhesion, and applies its related materials
technologies to identified market needs. Materials based
businesses were the core businesses responsible for the Company's
strong growth in the 1960's and 1970's, and provided most of the
Company's profits in the 1980's. During that time, the profits
from the materials based businesses were often offset by
substantial losses in the Company's former electronic components
businesses, which are now divested.
The materials based businesses are guided by clearly developed
strategic business plans for profitable growth. The current
focus is on worldwide markets for printed circuit materials,
especially high frequency circuit materials; high performance
urethane and silicone foams; and the electroluminescent lamp
joint venture with 3M. An increasingly large percentage of these
materials are going into fast growth, high technology
applications, such as communication base stations and antenna
towers, hand held wireless devices and satellite television
receivers.
BUSINESS SEGMENT FINANCIAL AND GEOGRAPHIC INFORMATION
"Business Segment and Geographic Information" on pages 43-45 of
the annual report to shareholders for the year ended December 31,
2000, is incorporated herein by reference.
PRODUCTS
Rogers Corporation manufactures and sells specialty polymer
composite materials and components which it develops for growing
markets and applications around the world. The Company has three
business segments: High Performance Foams, Printed Circuit
Materials, and Other Polymer Materials and Components. The
Company's products are based on its core technologies in
polymers, fillers, and adhesion. Most products are proprietary,
or incorporate proprietary technology in their development and
processing, and are sold under the Company's valuable brand
names.
HIGH PERFORMANCE FOAMS
High Performance Foams include urethane foams and silicone foams.
The Company's High Performance Foams have characteristics that
offer functional advantages in many market applications, and
serve to differentiate the Company's products from competitors'
materials and from other commonly available materials.
High Performance Foams are sold to fabricators, printers and
original equipment manufacturers for applications in imaging,
communications, computer, transportation, consumer and other
markets. Trade names for the Company's High Performance Foams
include: PORON(R) urethane foams used for making high performance
gaskets and seals in vehicles, communications devices, computers
and peripherals;
1
PORON cushion insole materials for footwear and related products;
PORON healthcare and medical materials for body cushioning,
orthotic appliances, and artificial limbs; BISCO(TM) silicone foams
and sponges, used for making flame retardant gaskets and seals in
aircraft, trains, cars and trucks, and for shielding extreme
temperature or flame; and R/bak(R) compressible printing plate
backing and mounting products for cushioning flexographic
printing on packaging materials.
One of the Company's joint ventures extends and complements the
Company's worldwide business in High Performance Foams. The
Rogers Inoac Corporation (RIC), a 50% owned joint venture with
Japan-based Inoac Corporation, manufactures high performance
PORON urethane foam materials in Mie and Nagoya, Japan.
PRINTED CIRCUIT MATERIALS
Printed Circuit Materials include printed circuit board laminates
for high frequency circuits, flexible printed circuit board
laminates for high performance flexible circuits, and polyester
based industrial laminates. The Company's Printed Circuit
Materials have characteristics that offer performance and other
advantages in many market applications, and serve to
differentiate the Company's products from competitors' products
and from commonly available materials.
Printed Circuit Materials are sold principally to independent and
captive printed circuit board manufacturers who convert the
Company's laminates to custom printed circuits.
The polymer based dielectric layers of the Company's high
frequency circuit board laminates are proprietary materials that
provide highly specialized electrical and mechanical properties.
Trade names for the Company's high frequency printed circuit
board materials include RO3000(R), RO4000(R), DUROID(R), RT/duroid(R),
ULTRALAM(R), and TMM(R) laminates. All of these laminates are used
for making circuitry that receive, transmit, and process high
frequency communications signals. Each laminate addresses
specific needs and applications within the communications market.
High frequency circuits are used throughout the equipment and
devices that comprise wireless communications systems, including
cellular communications, digital cellular communications, paging,
direct broadcast television, global positioning, mobile radio
communications, and radar.
The flexible circuit materials that the Company manufactures are
called R/flex(R) materials. They are mainly used to make
interconnections for hard disk drives, portable computers, and
miniaturized electronic devices. The performance characteristics
of R/flex materials differentiate these laminates from commonly
available flexible circuit materials.
The adhesiveless flexible circuit materials that the Company sold
to Hutchinson Technology Incorporated (HTI), for making TSA
suspensions in magneto resistive hard disk drives, are called
SSLAM materials. SSLAM materials are manufactured by Mitsui
Chemicals, Inc. of Japan, under a technology license from Rogers
Corporation. Effective January 3, 2000 the Company started a
joint venture with Mitsui Chemicals, Inc. to eventually
manufacture this flexible circuit board laminate in Chandler,
Arizona. Beginning in 2000, this joint venture, Polyimide
Laminate Systems, LLC (PLS) made these sales to HTI rather than
having the resale go through the Company. Eventually PLS will
provide HTI with a second source of supply thereby enabling the
Company and Mitsui Chemicals to remain the sole source for these
materials.
Industrial laminates are manufactured by the Company under the
Induflex trade name. These polyester based laminates, with thin
aluminum and copper cladding, are sold to telecommunications and
data communication cable manufacturers for shielding
electromagnetic and radio frequency interference, and to
automotive component manufacturers for making flat, etched-foil
heaters.
OTHER POLYMER MATERIALS AND COMPONENTS
Other Polymer Materials and Components include high performance
elastomer components, composite materials, high performance
thermoset moldable composites, and power distribution bus bars.
The Company's Other Polymer Materials and Components have
characteristics that offer functional
2
advantages in many market applications, and serve to
differentiate the Company's products from competitors' materials
and from other commonly available materials.
Other Polymer Materials and Components are sold to molders,
printers and original equipment manufacturers for applications in
transportation, communications, imaging, computer, consumer and
other markets. Trade names for the Company's Other Polymer
Materials and Components include: NITROPHYL(R) floats for fill
level sensing in fuel tanks, motors, and storage tanks; ENDUR(R)
elastomer rollers and belts for document handling in copiers,
computer printers, facsimile machines, mail sorting machines and
automated teller machines; MPC(R) phenolic-based and RX(R) epoxy-
based thermoset moldable composites for molding engine and
transmission parts used in vehicles, and for molding commutator
hubs, brush holders, and other high performance parts that
insulate electrical activity in electric motors, appliances, and
tools. In January 1999, the Company acquired portions of the
moldable composite business of Cytec Fiberite, broadening the
line of thermoset moldable phenolic and epoxy composites that it
can offer customers for high performance applications. Acquired
products include brake piston formulations for molding disk brake
pistons, and epoxy molding materials for making optoelectronics
components.
Power distribution bus bars are manufactured by the Company under
the MEKTRON(R) trade name. Bus bars are sold to manufacturers of
high voltage electrical traction systems for use in mass transit
and industrial applications, and to manufacturers of
communication and computer equipment.
The Company's nonwoven composite materials are manufactured for
medical padding and bandaging, and industrial pre-filtration
applications. In October 1998, the Company acquired the
dampening sleeve business from Imation, a former 3M business.
These nonwoven composite roller covers, and related pressroom
products, are consumable supplies used by the lithographic
printing industry.
One of the Company's joint ventures complements the Company's
worldwide business in Other Polymer Materials and Components.
Durel Corporation, a 50% owned venture with 3M, manufactures
DUREL electroluminescent lamps and phosphor, in Chandler,
Arizona.
BACKLOG
Excluding joint venture activity, the backlog of firm orders for
High Performance Foams was $2,860,000 at December 31, 2000 and
$3,869,000 at January 2, 2000. The backlog of firm orders for
Printed Circuit Materials was $7,689,000 at December 31, 2000 and
$11,693,000 at January 2, 2000. The backlog of firm orders for
Polymer Materials and Components was $21,257,000 at December 31,
2000 and $25,540,000 at January 2, 2000. The amount of unfilled
orders is reasonably stable throughout the year.
RAW MATERIALS
The manufacture of High Performance Foams, Printed Circuit
Materials and Other Polymer Materials and Components requires a
wide variety of purchased raw materials. Some of these raw
materials are available only from limited sources of supply that,
if discontinued, could interrupt production. When this has
occurred in the past, the Company has purchased sufficient
quantities of the particular raw material to sustain production
until alternative materials and production processes could be
qualified with customers. Management believes that similar
responses would mitigate any raw material availability issues in
the future.
EMPLOYEES
The Company employed an average of 204 people in the High
Performance Foams operations, 488 people in the Printed Circuit
Materials operations, and 665 people in the Polymer and
Materials operations during 2000.
3
SEASONALITY
In the Company's opinion, none of the business is seasonal.
CUSTOMERS & MARKETING
The Company's products were sold to approximately 2,700 customers
worldwide in 2000. Although the loss of all the sales made to any
one of the Company's major customers would require a period of
adjustment during which the business of a segment would be
adversely affected, the Company believes that such adjustment
could be made over a period of time. The Company also believes
that its business relationships with the major customers within
all of its segments are generally favorable, and that it is in a
good position to respond promptly to variations in customer
requirements. However, the possibility exists of losing all the
business of any major customer as to any product line. Likewise,
the possibility exists of losing all the business of any single
customer.
The Company markets its full range of products throughout the
United States and in most foreign markets. Over 90% of the
Company's sales are sold through the Company's own domestic and
foreign sales force, with the balance sold through independent
agents and distributors.
COMPETITION
There are no firms that compete with the Company across its full
range of product lines. However, each of the Company's products
faces competition in each business segment in domestic and
foreign markets. Competition comes from firms of all sizes and
types, including those with substantially more resources than the
Company. The Company's strategy is to offer technically advanced
products that are price competitive in their markets, and to link
the offerings with market knowledge and customer service. The
Company believes this serves to differentiate the Company's
products in many markets.
RESEARCH & DEVELOPMENT
The Company has many domestic and foreign patents and licenses
and has additional patent applications on file related to all
business segments. In some cases, the patents result in license
royalties. The patents are of varying duration and provide some
protection. Although the Company vigorously defends its patents,
the Company believes that its patents have most value in
combination with its equipment, technology, skills, and market
position. The Company also owns a number of registered and
unregistered trademarks that it believes to be of importance.
During its fiscal year 2000, the Company spent $12,493,000 on
research and development activities, compared with $10,791,000 in
1999, and $10,352,000 in 1998. These amounts include the cost of
the corporate research and development effort in Rogers,
Connecticut, which amounted to $8,892,000, $7,491,000, and
$7,452,000 in 2000, 1999, and 1998, respectively. The balance
was comprised of expenditures for product development and new
process development activities in its operating units.
ENVIRONMENTAL REGULATION
During fiscal year 2000, the Company spent $400,000 on capital
equipment necessary to comply with federal, state, and local
environmental protection, health and safety regulations.
Management estimates that 2001 expenditures needed for compliance
with current environmental, health, and safety regulations will
approximate $1,500,000 of which $700,000 has been accrued and
$690,000 is expected to be capitalized. These capital
expenditures will generally be depreciated on a straight-line
basis over a period of from 5 to 10 years.
4
EXECUTIVE OFFICERS OF THE REGISTRANT
All officers hold office until the first meeting of the Board of
Directors following the annual meeting of stockholders or until
successors are elected.
There are no family relationships between or among executive
officers and directors of the Company.
Served in Present
Name, Age and Prior Business Experience Position
Present Position in Past Five Years Since
- -----------------------------------------------------------------------------
Walter E. Boomer, 62 Senior Vice President of McDermott
President and Chief International, Inc. to February 1995;
Executive Officer President of Babcock & Wilcox Power
Generation Group and Executive Vice
President of McDermott International,
Inc. to October 1996. March 1997
Bruce G. Kosa, 61
Vice President,
Technology October 1994
John A. Richie, 53
Vice President,
Human Resources October 1994
Frank H. Roland, 65 President of Halstead Industries, Inc.
Vice President, from June 1991 to January 1995; Vice
Finance; Chief President of RBX Corporation January
Financial Officer; 1995 to October 1996; President of
and Secretary Rubatex Corporation April 1995 to
October 1996; President and Chief
Executive Officer of RBX Corporation
October 1996 to July 1998. September 1998
Robert D. Wachob, 53 Vice President, Sales and Marketing
Exective Vice from October 1990 to May 1997; Senior
President Vice President, Sales and Marketing
from May 1997 to January 2000. January 2000
Robert M. Soffer, 53
Treasurer March 1987
Assistant Secretary and Clerk February 1992
Vice President April 2000
Donald F. O'Leary, 57 Assistant Controller from April 1982
Corporate Controller to April 1995. April 1995
Executive Officer April 1996
5
Item 2. PROPERTIES
The Company owns its properties, except as noted below. The
Company considers that its properties are well-maintained, in
good operating condition, and suitable for its current and
anticipated business. Operating capacity can be increased by
additional worker hours at several of the Company's locations.
Also, adequate land is available for foreseeable future
requirements at each of the Company's owned plants.
Floor Space
(Square Feet) Type of Facility Leased/Owned
High Performance Foams
- ----------------------
Woodstock,
Connecticut 152,000 Manufacturing Owned
Elk Grove Village, Leased through
Illinois 93,000 Manufacturing 9/01
Printed Circuit Materials
- -------------------------
Chandler, Arizona 137,000 Manufacturing Owned
11,000 Warehouse Owned
12,000 Rental Property Owned
Chandler, Arizona* 142,000 Manufacturing Owned
Ghent, Belgium
Rogers NV 17,000 Manufacturing Owned
Rogers Induflex NV 96,000 Manufacturing Owned
Other Polymer Materials
and Components
- -----------------------
Manchester,
Connecticut 150,000 Manufacturing Owned
38,000 Warehouse Owned
South Windham,
Connecticut 88,000 Manufacturing Owned
Rogers, Connecticut 290,000 Manufacturing Owned
Ghent, Belgium
Rogers NV 96,000 Manufacturing Owned
Other
- -----
Rogers, Connecticut 116,000 Corporate Headquarters/
Research &
Development Owned
Tokyo, Japan 2,000 Sales Office Leased through
8/01
Wanchai, Hong Kong 1,000 Sales Office Leased through
3/02
Taipei, Taiwan, R.O.C. 1,000 Sales Office Leased through
7/02
Seoul, Korea 1,000 Sales Office Leased through
2/02
Singapore 1,000 Sales Office Leased through
6/02
* The Company is leasing this facility to the current owner of
the flexible interconnections business, which was sold by the
Company in 1993.
Item 3. LEGAL PROCEEDINGS
The Company is subject to federal, state, and local laws and
regulations concerning the environment and is currently engaged
in proceedings involving a number of sites under these laws, as a
participant in a group of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in two cases involving
waste disposal sites, both of which are Superfund sites. These
proceedings are at a preliminary stage and it is impossible to
estimate the cost of remediation, the timing and extent of
remedial action which may be required by governmental
authorities, and the amount of liability, if any, of the Company
alone or in relation to that of any other PRPs. The Company also
has been seeking to identify insurance coverage with respect to
these matters. Where it has been possible to make a reasonable
estimate of the
6
Company's liability, a provision has been established. Insurance
proceeds have only been taken into account when they have been
confirmed by or received from the insurance company. Actual
costs to be incurred in future periods may vary from these
estimates. Based on facts presently known to it, the Company
does not believe that the outcome of these proceedings will have
a material adverse effect on its financial position.
In addition to the above proceedings, the Company has been
actively working with the Connecticut Department of Environmental
Protection (CT DEP) related to certain polychlorinated biphenyl
(PCB) contamination in the soil beneath a section of cement flooring
at its Woodstock, Connecticut facility. The Company completed
clean-up efforts in 2000 and will be continually monitoring the
site for the next three years. On the basis of estimates prepared
by environmental engineers and consultants, the Company recorded
a provision of $1,600,000 prior to 1998, and based on updated
estimates provided an additional $600,000 in 1998 and $400,000
in 1999 for costs related to this matter. Prior to 1998, $700,000
was charged against this provision. In 1998, 1999, and 2000,
expenses of $200,000, $400,000, and $900,000 were charged, respectively,
against the provision. The remaining amount in the reserve is
primarily for testing, monitoring, sampling and any minor
residual treatment activity. Management believes, based on facts
currently available, that the balance of this provision is
adequate to complete the project.
In this same matter the United States Environmental Protection
Agency (EPA) has alleged that the Company improperly disposed of
PCBs. An administrative law judge found the Company liable for
this alleged disposal and assessed a penalty of approximately
$300,000. The Company reflected this fine in expense in 1998 but
disputes the EPA allegations and appealed the administrative law
judge's findings and penalty assessment. The original findings
were upheld internally by the EPA's Environmental Appeals Board,
and the Company has now placed that decision on appeal to the
District of Columbia Federal Court of Appeals.
The Company has not had any material recurring costs and capital
expenditures relating to environmental matters, except as
specifically described in the preceding statements.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Capital Stock Market Prices" on page 47, under the
caption "Restriction on Payment of Dividends" in Note G on page
38, and under the caption "Dividend Policy" in the "Management's
Discussion and Analysis" on page 21 of the 2000 annual report to
shareholders.
At March 12, 2001, there were 987 shareholders of record.
Item 6. SELECTED FINANCIAL DATA
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Selected Financial Data" on page 13 of the 2000
annual report to shareholders, but specifically excluding from
said incorporation by reference the information contained therein
and set forth under the subcaption "Other Data."
7
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Management's Discussion and Analysis" on pages 14
through 25 of the 2000 annual report to shareholders.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Market Risk" in the "Management's Discussion and
Analysis" on page 22 of the 2000 annual report to shareholders.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth on pages
26 through 46 and under the caption "Quarterly Results of
Operations (Unaudited)" on page 47 of the 2000 annual report to
shareholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information with respect to
the Directors of the Registrant set forth under the caption
"Nominees for Director" on page 3 of the Registrant's definitive
proxy statement dated March 15, 2001, for its 2001 annual meeting
of stockholders filed pursuant to Section 14(a) of the Act.
Information with respect to Executive Officers of the Registrant
is presented in Part I.
Item 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the captions "Directors' Compensation" on page 6 and "Executive
Compensation" on pages 8 through 16 of the Registrant's
definitive proxy statement, dated March 15, 2001, for its 2001
annual meeting of stockholders filed pursuant to Section 14(a) of
the Act.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information with respect to
Security Ownership of Certain Beneficial Owners and Management
set forth under the captions "Stock Ownership of Management" on
page 4 and "Beneficial Ownership of More Than Five Percent of
Rogers Stock" on page 5 of the Registrant's definitive proxy
statement, dated March 15, 2001, for its 2001 annual meeting of
stockholders filed pursuant to Section 14(a) of the Act.
8
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND
REPORTS ON FORM 8-K
(a)(1) and (2)- The following consolidated financial statements
of Rogers Corporation and Subsidiaries, included in
the Annual Report of the Registrant to its shareholders
for the fiscal year ended December 31, 2000, are
incorporated by reference in Item 8:
Consolidated Balance Sheets - December 31, 2000
and January 2, 2000
Consolidated Statements of Income - Fiscal Years Ended
December 31, 2000, January 2, 2000, and January 3, 1999
Consolidated Statement of Shareholders' Equity -
Fiscal Years Ended December 31, 2000, January 2, 2000,
and January 3, 1999
Consolidated Statements of Cash Flows - Fiscal Years
Ended December 31, 2000,
January 2, 2000, and January 3, 1999
Notes to Consolidated Financial Statements -
December 31, 2000
The following consolidated financial statement schedule
of Rogers Corporation and Subsidiaries is included in
Item 14 (d):
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
9
(3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K):
3a Restated Articles of Organization, filed with the
Secretary of State of the Commonwealth of Massachusetts on
April 6, 1966, were filed as Exhibit 3a to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 1, 1989 (the 1988 Form 10-K)*.
3b Articles of Amendment to the Articles of Organization,
filed with the Secretary of State of the Commonwealth of
Massachusetts on August 10, 1966, were filed as Exhibit 3b
to the 1988 Form 10-K*.
3c Articles of Merger of Parent and Subsidiary
Corporations, filed with the Secretary of State of the
Commonwealth of Massachusetts on December 29, 1975, were
filed as Exhibit 3c to the 1988 Form 10-K*.
3d Articles of Amendment, filed with the Secretary of State
of the Commonwealth of Massachusetts on March 29, 1979,
were filed as Exhibit 3d to the 1988 Form 10-K*.
3e Articles of Amendment, filed with the Secretary of State
of the Commonwealth of Massachusetts on March 29, 1979,
were filed as Exhibit 3e to the 1988 Form 10-K*.
3f Articles of Amendment, filed with the Secretary of State
of the Commonwealth of Massachusetts on April 2, 1982,
were filed as Exhibit 3f to the 1988 Form 10-K*.
3g Articles of Merger of Parent and Subsidiary
Corporations, filed with the Secretary of State of the
Commonwealth of Massachusetts on December 31, 1984, were
filed as Exhibit 3g to the 1988 Form 10-K*.
3h Articles of Amendment, filed with the Secretary of State
of the Commonwealth of Massachusetts on April 6, 1988,
were filed as Exhibit 3h to the 1988 Form 10-K*.
3i By-Laws of the Company as amended on March 28, 1991,
September 10, 1991, and June 22, 1995 were filed as
Exhibit 3i to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (the 1995 Form
10-K)*.
3j Articles of Amendment, as filed with the Secretary of
State of the Commonwealth of Massachusetts on May 24,
1994, were filed as Exhibit 3j to the 1995 Form 10-K*.
3k Articles of Amendment, as filed with the Secretary of
State of the Commonwealth of Massachusetts on May 8, 1998
were filed as Exhibit 3k to the 1998 Form 10-K*.
4a 1997 Shareholder Rights Plan was filed on Form 8-A dated
March 24, 1997. The June 19, 1997 and July 7, 1997
amendments were filed on Form 8-A/A dated July 21, 1997*.
10a Rogers Corporation Incentive Stock Option Plan** (1979,
as amended July 9, 1987 and October 23, 1996). The 1979
plan and the July 9, 1987 amendment were filed as Exhibit
10c to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 3, 1988 (the 1987 Form 10-K).
The October 23, 1996 amendment was filed as Exhibit 10a to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 1996 (the 1996 Form 10-K)*.
10b Description of the Company's Life Insurance Program**,
was filed as Exhibit K to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 28, 1980*.
10c Rogers Corporation Annual Incentive Compensation Plan**
(as restated and amended on December 18, 1996) was filed
as Exhibit 10c to the 1996 Form 10-K*.
10d Rogers Corporation 1988 Stock Option Plan** (as amended
December 17, 1988, September 14, 1989, and October 23,
1996). The 1988 plan, the 1988 amendment, and the 1989
amendment were filed as Exhibit 10d to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
January 1, 1995 (the 1994 Form 10-K)*. The 1996 amendment
was filed as Exhibit 10d to the 1996 Form 10-K*.
10e Rogers Corporation 1990 Stock Option Plan** (as restated
and amended on October 18, 1996 and December 21, 1999).
The October 18, 1996 restatement and amendment was filed
as Registration Statement No. 333-14419 on Form S-8 dated
October 18, 1996*. The December 21, 1999 amendment was
filed as Exhibit 10e to the 1999 Form 10-K*.
10
10f Rogers Corporation Deferred Compensation Plan** (1983) was
filed as Exhibit O to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 1, 1984*.
10g Rogers Corporation Deferred Compensation Plan** (1986) was
filed as Exhibit 10e to the 1987 Form 10-K*.
10h Rogers Corporation 1994 Stock Compensation Plan** (as
restated and amended on October 17, 1996 and amended on
December 18, 1997). The 1994 plan, as amended and
restated on October 17, 1996, was filed as Exhibit 10h to
the 1996 Form 10-K. The 1997 amendment was filed as
Exhibit 10h to the 1997 Form 10-K*.
10i Rogers Corporation Voluntary Deferred Compensation Plan
for Non-Employee Directors** (1994, as amended December
26, 1995, December 27, 1996 and as restated and amended
December 21, 1999). The 1994 plan, the December 26, 1995
and December 27, 1996 amendments were filed as Exhibit 10i
to the 1994 Form 10-K, 1995 Form 10-K, and 1996 Form 10-K,
respectively. The December 21, 1999 restatement and
amendment were filed as Exhibit 10i to the 1999 Form 10-
K*.
10j Rogers Corporation Voluntary Deferred Compensation Plan
for Key Employees** (1993, as amended on December 22,
1994, December 21, 1995, December 22, 1995, April 17, 1996
and as restated and amended on December 21, 1999). The
1993 plan and the 1994 amendments were filed as Exhibit
10j to the 1994 Form 10-K. The 1995 and 1996 amendments
were filed as Exhibit 10j to the 1995 Form 10-K and 1996
Form 10-K, respectively. The December 21, 1999
restatement and amendment were filed as Exhibit 10j to the
1999 Form 10-K*.
10k Rogers Corporation Long-Term Enhancement Plan for Senior
Executives of Rogers Corporation** (December 18, 1997*, as
amended April 4, 2000) . The April 4, 2000 amendment is
filed herewith.
10l Rogers Corporation 1998 Stock Incentive Plan (1998, as
amended September 9, 1999 and December 21, 1999).** The
1998 Plan was filed as Registration Statement No. 333-
50901 on April 24, 1998*. The September 9, 1999 and
December 21, 1999 amendments were filed as Exhibit 10l to
the 1999 Form 10-K*.
10m Multicurrency Revolving Credit Agreement dated December 8,
2000 is filed herewith.
13 Portions of the Rogers Corporation 2000 Annual Report to
Shareholders which are specifically incorporated by
reference in this Annual Report on Form 10-K.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
*In accordance with Rule 12b-23 and Rule 12b-32 under the
Securities Exchange Act of 1934, as amended, reference is made
to the documents previously filed with the Securities and
Exchange Commission, which documents are hereby incorporated
by reference.
** Management Contract.
(b) No reports on Form 8-K were filed during the three months
ended December 31, 2000.
(c) Exhibits - The response to this portion of Item 14 is
submitted as a separate section of this report.
11
(d) Financial Statement Schedule
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Balance
Balance at Charged to at End
Beginning Costs and Other of
Description of Period Expenses Deductions Period
- --------------------------------------------------------------------------
December 31, 2000:
Allowance for doubtful
accounts $ 794 $ 987 $ (23) $ 1,804
January 2, 2000:
Allowance for doubtful
accounts $ 318 $ 520 $ 44 $ 794
January 3, 1999:
Allowance for doubtful
accounts $ 148 $ 332 $ 162 $ 318
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
Date: March 26, 2001 By /s/Frank H. Roland
Frank H. Roland
Vice President, Finance; Chief
Financial Officer; and
Secretary
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 19, 2001, by the
following persons on behalf of the Registrant and in the
capacities indicated.
By /s/Walter E. Boomer President (Principal Executive Officer)
Walter E. Boomer and Director
By /s/Leonard M. Baker Director
Leonard M. Baker
By /s/Harry H. Birkenruth Director
Harry H. Birkenruth
By /s/Edward L. Diefenthal Director
Edward L. Diefenthal
By /s/Gregory B. Howey Director
Gregory B. Howey
By /s/Leonard R. Jaskol Director
Leonard R. Jaskol
By /s/William E. Mitchell Director
William E. Mitchell
By /s/Robert G. Paul Director
Robert G. Paul
13
EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT
Percentage
of Voting Jurisdiction
Securities of Incorporation
Company Owned or Organization
-------- ---------- ----------------
Rogers L-K Corp. 100% Delaware
Rogers Japan Inc. 100% Delaware
Rogers Southeast Asia, Inc. 100% Delaware
Rogers Taiwan, Inc. 100% Delaware
Rogers Korea, Inc. 100% Delaware
Rogers Technologies Singapore,
Inc. 100% Delaware
Rogers Specialty Materials
Corporation 100% Delaware
Rogers Circuit Materials, Inc. 100% Delaware
TL Properties, Inc. 100% Arizona
World Properties, Inc. 100% Illinois
Rogers Export Sales Corporation 100% Barbados
Rogers Induflex N.V. 100% Belgium
Rogers N.V. 100% Belgium
Rogers GmbH 100% Germany
Rogers (UK) LTD 100% England
Rogers S.A. 100% France
*Rogers Inoac Corporation 50% Japan
*Durel Corporation 50% Delaware
*Polyimide Laminate Systems, LLC 50% Delaware
*Rogers Chang Chun Technology Co., LTD 50% Taiwan, R.O.C.
*These entities are unconsolidated joint ventures and acc
ordingly are not consolidated in the consolidated financial
statements of Rogers Corporation.
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Rogers Corporation of our report dated
February 1, 2001, except as to Note L, as to which the date is
February 7, 2001, included in the 2000 Annual Report to
Shareholders of Rogers Corporation.
Our audit also included the financial statement schedule of
Rogers Corporation listed in Item 14(a). This schedule is the
responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion,
the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information
set forth therein.
We also consent to the incorporation by reference in Registration
Statements (Form S-8 Nos. 2-84992, 33-21121, 33-38219, 33-38920,
33-64314, 33-44087, 33-53353, 333-14419, and 333-42545, 333-50901
and Form S-3 No. 33-53369) pertaining to various stock option and
employee savings plans, and stock grants, of Rogers Corporation of
our report dated February 1, 2001, except as to Note L, as to which
the date is February 7, 2001, with respect to the consolidated
financial statements incorporated herein by reference, and our report
included in the preceding paragraph with respect to the financial
statement schedule included in this Annual Report (Form 10-K) of
Rogers Corporation.
ERNST & YOUNG LLP
Providence, Rhode Island
March 23, 2001
F-2