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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended January 2, 2005
Commission file number 1-4347
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ROGERS CORPORATION
(Exact name of Registrant as specified in its charter)
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Massachusetts 06-0513860
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
P.O. Box 188, One Technology Drive, Rogers, Connecticut 06263-0188
(860) 774-9605
(Address and telephone number of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on Which Registered
Common Stock, $1 Par Value New York Stock Exchange
Rights to Purchase Capital Stock New York Stock Exchange
Securities registered pursuant to Section 12(b) 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 period 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 the Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold as
of the last business day of the registrant's most recently completed second
fiscal quarter, July 4, 2004, was approximately $1,096,828,327. Rogers has no
non-voting common equity.
The number of shares outstanding of capital stock as of February 28, 2005 was
16,373,507.
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Documents Incorporated by Reference:
(1) Portions of Rogers' Annual Report to Shareholders for the fiscal year ended
January 2, 2005, are incorporated by reference in Parts I, II, and III of this
Report.
(2) Portions of Rogers' Proxy Statement for its Annual Meeting of Shareholders
to be held on April 28, 2005 are incorporated by reference in Parts II and III
of this Report.
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Table of Contents
Page
Part I ----
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Item 1. Business 4
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 11
Part II
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities. 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 11
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 12
Item 9a. Controls and Procedures 12
Item 9b. Other Information 13
Part III
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Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13
Item 13. Certain Relationships and Related Transactions 13
Item 14. Principal Accounting Fees and Services 13
Part IV
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Item 15. Exhibits and Financial Statement Schedules 14
Signatures 18
Exhibits List:
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Exhibit 3l Articles of Merger of Parent and Subsidiary Corporation, filed with the Secretary of State of the Commonwealth
of Massachusetts on December 28, 2003
Exhibit 10m-1 First Amendment to Multicurrency Revolving Credit Agreement
Exhibit 10m-2 Second Amendment to Multicurrency Revolving Credit Agreement
Exhibit 10n First Amendment to the Rogers Corporation Executive Supplemental Agreement
Exhibit 10r Summary of Director and Executive Officer Compensation
Exhibit 10s Form of 1991 Special Severance Agreement
Exhibit 10t Schedule of 1991 Special Severance Agreements
Exhibit 10v Schedule of Indemnification Agreements for Executives
Exhibit 10x Schedule of Indemnification Agreements for Directors
Exhibit 10y Change in Control Severance Agreement for Robert C. Daigle
Exhibit 10z Change in Control Severance Agreement for Robert D. Wachob
Exhibit 10aa Change in Control Severance Agreement for Robert M. Soffer
Exhibit 10ab Change in Control Severance Agreement for John A. Richie
Exhibit 10ac Change in Control Severance Agreement for Paul B. Middleton
Exhibit 10ad Guaranty to Multicurrency Revolving Credit Agreement by Rogers China, Inc.
Exhibit 10ae Guaranty to Multicurrency Revolving Credit Agreement by Rogers KF, Inc.
Exhibit 13 Portions of the Rogers Corporation 2004 Annual Report to Shareholders
Exhibit 21 Subsidiaries of Rogers
Exhibit 23 Consent of Independent Registered Public Accounting Firm
Exhibit 31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Acting CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of CEO & Acting CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Forward-Looking Information
Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
management's expectations, estimates, projections and assumptions. Words such as
"expects," "anticipates," "intends," "believes," "estimates," and variations of
such words and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results or
performance of the Company to be materially different from any future results or
performance expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, changing business, economic, and
political conditions both in the United States and in foreign countries;
increasing competition; changes in product mix; the development of new products
and manufacturing processes and the inherent risks associated with such efforts;
the outcome of current and future litigation; the accuracy of the Company's
analysis of its potential asbestos-related exposure and insurance coverage;
changes in the availability and cost of raw materials; fluctuations in foreign
currency exchange rates; and any difficulties in integrating acquired businesses
into the Company's operations. Such factors also apply to the Company's joint
ventures. The Company makes no commitment to update any forward-looking
statement or to disclose any facts, events, or circumstances after the date
hereof that may affect the accuracy of any forward-looking statements.
PART I
Item 1. Business
Industry
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.
In 1992, the Company restructured to focus on its materials-based businesses,
which include printed circuit materials, high performance foams, and polymer
materials and components. The Company divested most of its electronic components
related businesses and 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.
The materials based businesses are guided by clearly developed strategic
business plans for profitable growth. The current focus is on worldwide markets
for high performance foams, printed circuit materials, and polymer materials and
components. An increasingly large percentage of these materials are going into
growing high technology applications, such as cellular telephone base stations
and antennas, handheld wireless devices and satellite television receivers.
Business Segments & 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 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.
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 functional advantages in many market applications, and serve to
differentiate the Company's products from competitors' products and from other
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.
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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), RO2800(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 handheld
and laptop computers, portable electronic devices, and hard disk drives. The
performance characteristics of R/flex(R) materials differentiate these laminates
from commonly available flexible circuit materials.
Industrial laminates are manufactured by the Company under the Induflex(R) trade
name. These polyester based laminates, with thin aluminum and copper cladding,
are sold mostly 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.
Polyimide Laminate Systems, LLC ("PLS"), the Company's joint venture with Mitsui
Chemicals, Inc. of Japan, was established in early 2000 to sell adhesiveless
flexible circuit materials to Hutchinson Technology Incorporated ("HTI"). HTI
uses these materials to make trace suspension assemblies in magneto resistive
hard disk drives. Until 2004, PLS was the sole provider of these materials to
HTI. In 2004, HTI began to utilize other material providers, which resulted in a
decline in the PLS business in 2004.
Rogers Chang Chun Technology, Co., Ltd. ("RCCT"), the Company's joint venture
with Chang Chun Plastics, Co., Ltd., which was established in late 2001 to
manufacture flexible circuit material for customers in Taiwan, realized its
first sales in 2002 and continued to grow in 2003. RCCT had significant
application wins in late 2003 in the Taiwan market that drove significant sales
growth in 2004. The Company also used this facility in 2004 to alleviate some of
the manufacturing capacity constraints it experienced due to the overall
increase in the Company's flexible circuit material business.
High Performance Foams
High Performance Foams include urethane foams, silicone foams, and polyolefin
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; PORON(R) cushion insole materials for footwear and related
products; PORON(R) healthcare and medical materials for body cushioning and
orthotic appliances; BISCO(R) silicone foams 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 plates for printing on
packaging materials. The Company's polyolefin foams are used in a range of
industrial and consumer applications.
Two of the Company's joint ventures extend and complement the Company's
worldwide business in High Performance Foams. Rogers Inoac Corporation ("RIC"),
a joint venture with Japan-based Inoac Corporation, manufactures high
performance PORON(R) urethane foam materials in Mie and Nagoya, Japan. In 2004,
the Company further extended its PORON(R) urethane foam production capacity into
China with the formation of another joint venture, Rogers Inoac Suzhou
Corporation ("RIS").
Polymer Materials and Components
Polymer Materials and Components include high performance elastomer components,
composite materials, power distribution busbars, electroluminescent lamps and
inverters. The Company's Polymer Materials and Components have characteristics
that offer functional advantages in many market applications, and serve to
differentiate the Company's products from those of its competitors and from
other commonly available products.
Elastomer components are sold to original equipment manufacturers for
applications in transportation, communications, imaging, computer, consumer and
other markets. Trade names for the Company's elastomer components include:
NITROPHYL(R) floats for fill level sensing in fuel tanks, motors, and storage
tanks; and ENDUR(R) elastomer rollers and belts for document handling in
copiers, computer printers, mail sorting machines and automated teller machines.
In 2004, the Company moved production of its elastomer components products from
South Windham, Connecticut to its facility in Suzhou, China in an effort to
improve production cost efficiencies and to be closer to its customers in the
Asian marketplace. Also in 2004, the Company acquired KF Inc., a Korean float
manufacturer, to further expand its presence in the Asian marketplace.
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Power distribution busbars 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,
industrial pre-filtration applications, and as consumable supplies in the
lithographic printing industry.
In the fourth quarter of 2003, the Company acquired the remaining interest in
its former joint venture, Durel Corporation, from 3M. Durel manufactures
DUREL(R) electroluminescent lamps ("EL lamps") and phosphor, in Chandler,
Arizona. The Company also designs and sells inverters that power EL lamps.
For additional information, see "Business Segment and Geographic Information" in
Footnote 11 to the consolidated financial statements in the annual report to
shareholders for the year ended January 2, 2005,which is incorporated herein by
reference.
Sales and Marketing
Most of the Company's products are sold through sales offices located near major
concentrations of its customers throughout the Americas, Europe and Asia. The
Company's products were sold to approximately 4,400 customers worldwide in 2004.
Although the loss of all the sales made to any one of the Company's larger
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. Almost all of the Company's sales are sold through the
Company's own domestic and foreign sales force, with a small percentage 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 product offerings
with market knowledge and customer service. The Company believes this serves to
differentiate the Company's products in many markets.
Research and 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 from competition. 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 and has acquired certain technology that it believes to be of
importance to its business.
Environment
The nature and scope of the Company's business bring it in regular contact with
the general public and a variety of businesses and government agencies. Such
activities inherently subject the Company to the possibility of litigation,
including environmental matters that are defended and handled in the ordinary
course of business. The Company has established accruals for matters for which
management considers a loss to be probable and reasonably estimable. The Company
does not believe that the outcome of any of these environmental matters will
have a material adverse effect on its results of operations, financial position
or cash flows, nor has the Company had any material recurring costs or capital
expenditures relating to environmental matters, except as disclosed in Item 3 of
this report ("Legal Proceedings") and footnote 11 to the consolidated financial
statements in the annual report to shareholders for the year-ended January 2,
2005, which is incorporated herein by reference. However, there can be no
assurances that the ultimate liability concerning these matters will not have a
material adverse effect on the Company.
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Raw Materials
The manufacture of High Performance Foams, Printed Circuit Materials and 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.
Seasonality
In the Company's opinion, there is generally no material concentration of
products or markets within the business that is seasonal in nature, except for
some minor seasonality for those products sold into satellite television
receivers due to fourth quarter holiday build-up, and also for those products
sold into cellular telephones due to the annual new model launch timetable which
can vary slightly year to year in terms of timing and impact.
Employees
As of January 2, 2005, the Company employed approximately 1,770 employees.
Backlog
Excluding joint venture activity, the backlog of firm orders for High
Performance Foams was $6.9 million at January 2, 2005 and $4.8 million at
December 28, 2003. The backlog of firm orders for Printed Circuit Materials was
$5.7 million at January 2, 2005 and $23.6 million at December 28, 2003. The
backlog of firm orders for Polymer Materials and Components was $14.3 million at
January 2, 2005 and $19.9 million at December 28, 2003. The decrease in 2004 of
backlog for Printed Circuit Materials and Polymer Materials and Components is
due primarily to the sequential softening of sales in flexible products ($15.0
million decrease) and at Durel ($3.6 million decrease).
Executive Officers
Year Elected
To Present Other Positions Held During
Name Age Present Position Position 2000-2004
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Robert W. Wachob 57 President and Chief 2004 President and Chief Operating Officer of the Company from
Executive Officer April 2002 to April 2004; Executive Vice
President of the Company from January 2000 to April 2002;
Senior Vice President, Sales and Marketing of the Company
from May 1997 to January 2000
Paul B. Middleton 37 Acting Chief Financial 2005 Corporate Controller of the Company from December 2001 to
Officer and Corporate March 2005; Division Controller for Cooper Industries from
Controller November 1999 to December 2001
Robert C. Daigle 41 Vice President of Research 2003 Vice President and Manager, Advance Circuit Materials
and Development and Division of the Company from October 2001 to October 2003;
Chief Technology Officer Manager, Advanced Circuit Materials Division of the Company
from June 2001 to October 2001; Manager, Microwave Material
Division of the Company from May 1997 to June 2001
John A. Richie 57 Vice President, 1994
Human Resources
Robert M. Soffer 57 Vice President, Treasurer 2005 Vice President and Secretary of the Company from December
and Secretary 2002 to March 2005; Vice President, Secretary, Treasurer
and Clerk of the Company from June 2002 to December 2002;
Vice President, Assistant Secretary, Treasurer and Clerk
of the Company from April 2000 to June 2002; Treasurer,
Assistant Secretary and Clerk of the Company from February
1992 to April 2000
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Available Information
The Company makes available free of charge on its website
(http://www.rogerscorporation.com) its Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to
Section 16 and amendments to those reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") as soon as
reasonably practicable after the Company electronically files such material
with, or furnishes it to, the Securities and Exchange Commission ("SEC"). In
addition the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC (http://www.sec.gov).
The Company also makes available on its website the charters for certain of its
various Board of Director committees, including the Audit Committee,
Compensation and Organization Committee, and Nominating and Governance
Committee, in addition to its Corporate Governance Guidelines, Bylaws and Code
of Business Conduct and Ethics. This information is available in print without
charge to any shareholder who requests it by sending a request to Rogers
Corporation, One Technology Drive, P. O. Box 188, Rogers, CT 06263-0188, Attn:
Vice President and Secretary. Rogers Corporation's website is not incorporated
into or a part of this Annual Report on Form 10-K.
Item 2. Properties
On January 2, 2005, the Company operated various manufacturing facilities and
sales offices throughout the United States, Europe and Asia. In general, its
facilities are in good condition, are considered to be adequate for the uses to
which they are being put, and are in the aggregate substantially in regular use.
The principal facilities and offices are listed below:
Floor Space
(Square Feet) Type of Facility Leased/Owned
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High Performance Foams
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Woodstock, Connecticut 152,000 Manufacturing Owned
Carol Stream, Illinois 215,000 Manufacturing Owned
Printed Circuit Materials
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Chandler, Arizona 156,000 Manufacturing Owned
Chandler, Arizona 142,000 Manufacturing Owned
Evergem, Belgium 80,000 Manufacturing Owned
Ghent, Belgium 113,000 Manufacturing Owned
Polymer Materials and Components
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South Windham, Connecticut 88,000 Manufacturing Owned
Rogers, Connecticut 290,000 Manufacturing Owned
Ghent, Belgium 96,000 Manufacturing Owned
Chandler, Arizona 120,000 Manufacturing Owned
Chandler, Arizona 10,000 Manufacturing Leased through 2/06
Hwasung City, Korea 10,000 Manufacturing Leased through 2/09
Hwasung City, Korea 10,000 Manufacturing Leased through 2/09
Other
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Rogers, Connecticut 116,000 Corporate Headquarters/
Research & Development Owned
Suzhou, China 93,000 Manufacturing Leased through 6/05
Suzhou, China 93,000 Manufacturing Leased through 6/05
Suzhou, China 200,000 Manufacturing Owned
Tokyo, Japan 2,000 Sales Office Leased through 2/06
Wanchai, Hong Kong 1,000 Sales Office Leased through 4/05
Taipei, Taiwan, R.O.C. 1,000 Sales Office Leased through 7/05
Seoul, Korea 1,000 Sales Office Leased through 2/08
Singapore 1,000 Sales Office Leased through 5/06
Shanghai, China 1,000 Sales Office Leased through 6/05
Shenzen, China 1,000 Sales Office Leased through 8/05
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Item 3. Legal Proceedings
The Company is currently engaged in the following legal proceedings:
Environmental Remediation in Manchester, Connecticut
In the fourth quarter of 2002, the Company sold its Moldable Composites Division
("MCD") located in Manchester, Connecticut to Vyncolit North America, Inc., a
subsidiary of the Perstorp Group, Sweden. Subsequent to the divestiture, certain
environmental matters were discovered at the Manchester location and Rogers
determined that under the terms of the arrangement, the Company would be
responsible for estimated remediation costs of approximately $500,000 and
recorded this reserve in 2002. In the fourth quarter of 2004, the Connecticut
Department of Environmental Protection ("DEP") accepted the Company's plan of
remediation, which was subsequently accepted by the Town of Manchester in the
first quarter of 2005 subject to the Company placing into escrow approximately
$10,000 for future costs related to any work the town may have to perform on a
sewer line that passes through the property and performing a study on the
condition of that sewer line which would cost the Company approximately $25,000.
In accordance with SFAS No. 5, "Accounting for Contingencies", the Company
continues to maintain a reserve of approximately $500,000, which represents a
probable and reasonably estimable amount to cover the anticipated remediation
costs based on facts and circumstances known to the Company at the present time.
The Company believes this project should be complete by the end of 2005 or soon
thereafter.
Superfund Sites
The Company is currently involved as a potentially responsible party ("PRP") in
four active cases involving waste disposal sites. In certain cases, these
proceedings are at a stage where it is still not possible to estimate the
ultimate cost of remediation, the timing and extent of remedial action that 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. However, the costs
incurred since inception for these claims have been immaterial and have been
primarily covered by insurance policies, for both legal and remediation costs.
In one particular case, the Company has been assessed a cost sharing percentage
of 2.47% in relation to the range for estimated total cleanup costs of $17 to
$24 million. The Company has confirmed sufficient insurance coverage to fully
cover this liability and has recorded a liability and related insurance
receivable of approximately $0.5 million, which approximates its share of the
low end of the range.
In all its superfund cases, the Company has been deemed by the respective PRP
administrator to be a de minimis participant and only allocated an insignificant
percentage of the total PRP cost sharing responsibility. Based on facts
presently known to it, the Company believes that the potential for the final
results of these cases having a material adverse effect on its results of
operations, financial position or cash flows is remote. These cases have been
ongoing for many years and the Company believes that they will continue on for
the indefinite future. No time frame for completion can be estimated at the
present time.
PCB Contamination
In addition to the above proceedings, the Company worked with the Connecticut
Department of Environmental Protection 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 has monitored the site since the clean up was completed. In the
fourth quarter of 2004, additional PCB's were detected in a well that was used
for monitoring the site. The Company reported the results to the DEP and is
awaiting the government's response. The Company anticipates that it will be
required to install an additional well cluster at the site and expects the cost
of this well to be approximately $40,000. Since inception, the Company has spent
approximately $2.5 million in remediation and monitoring costs related to the
site. The future costs of monitoring the site are expected to be de minimis and,
although it is reasonably possible that the Company will incur additional
remediation costs associated with the newly found PCB's, the Company cannot
estimate the range of costs based on facts and circumstances known to it at the
present time. The Company believes that this situation will continue for several
more years, particularly considering the newly identified PCB presence at the
site. No time frame for completion can be estimated at the present time.
Asbestos Litigation
Over the past several years, there has been a significant increase in certain
U.S. states in asbestos-related product liability claims brought against
numerous industrial companies where the third-party plaintiffs allege personal
injury from exposure to asbestos-containing products. The Company has been
named, along with hundreds of other companies, as a defendant in some of these
claims. In virtually all of these claims filed against the Company, the
plaintiffs are seeking unspecified damages, or, if an amount is specified, it
merely represents jurisdictional amounts or amounts to be proven at trial.
-9-
In late 2004, the Company determined that it was reasonably prudent, based on
facts and circumstances known to it at that time, to perform a formal analysis
to determine its potential future liability and related insurance coverage for
asbestos-related matters. This determination was made based on several factors,
including the growing number of asbestos related claims and recent settlement
history. As a result, National Economic Research Associates, Inc. ("NERA"), a
consulting firm with expertise in the field of evaluating mass tort litigation
asbestos bodily-injury claims, was engaged to assist the Company in projecting
the Company's future asbestos-related liabilities and defense costs with regard
to pending claims and future unasserted claims. Projecting future asbestos costs
is subject to numerous variables that are extremely difficult to predict,
including the number of claims that might be received, the type and severity of
the disease alleged by each claimant, the long latency period associated with
asbestos exposure, dismissal rates, costs of medical treatment, the financial
resources of other companies that are co-defendants in claims, uncertainties
surrounding the litigation process from jurisdiction to jurisdiction and from
case to case, and the impact of potential changes in legislative or judicial
standards, including potential tort reform. Furthermore, any predictions with
respect to these variables are subject to even greater uncertainty as the
projection period lengthens. In light of these inherent uncertainties, the
Company's limited claims history and consultations with NERA, the Company
believes that five years is the most reasonable period for recognizing a reserve
for future costs, and that costs that might be incurred after that period are
not reasonably estimable at this time. As a result, the Company also believes
that its ultimate net asbestos-related contingent liability (i.e., its indemnity
or other claim disposition costs plus related legal fees) cannot be estimated
with certainty.
As part of this process, Marsh Risk Consulting ("Marsh"), a consulting firm with
expertise in the field of evaluating insurance coverage and the likelihood of
recovery for claims, was retained to assist the Company in projecting the extent
of its insurance coverage related to these claims. Marsh's conclusions were
based primarily on a review of the Company's coverage history, application of
reasonable assumptions on the allocation of coverage consistent with industry
standards, an assessment of the creditworthiness of insurance carriers, analysis
of applicable deductibles, retentions and policy limits, and the experience of
NERA and a review of NERA's report.
Based on the results of these studies, the Company recorded a reserve at January
2, 2005 for its estimated bodily injury liabilities for asbestos-related matters
for the five-year period through 2009 in the undiscounted amount of $36.2
million, including damages and defense costs, and a receivable for its estimated
insurance recovery of $36.0 million, which represents probable and reasonably
estimable amounts for both the potential liability and related insurance
recovery at the present time. These amounts were based on currently known facts
and a number of assumptions. However, projecting future events, such as the
number of new claims to be filed each year, the average cost of disposing of
each such claim, coverage issues among insurers, and the continuing solvency of
various insurance companies, as well as numerous uncertainties surrounding
asbestos litigation in the United States, could cause the actual liability and
insurance recoveries for the Company to be higher or lower than those projected
or recorded.
There can be no assurance that the Company's accrued asbestos liabilities will
approximate its actual asbestos-related settlement and defense costs, or that
its accrued insurance recoveries will be realized. The Company believes that it
is reasonably possible that it will incur additional charges for its asbestos
liabilities and defense costs in the future, which could exceed existing
reserves, but cannot estimate such excess amount at this time. The Company will
continue to vigorously defend itself and believes it has substantial unutilized
insurance coverage to mitigate future costs related to this matter. Given the
inherent uncertainty in making future projections, the Company plans to have the
projections of current and future asbestos claims periodically re-examined, and
the Company will update them if needed based on the Company's experience,
changes in the underlying assumptions that formed the basis for NERA's and
Marsh's models, and other relevant factors, such as changes in the tort system.
Other Environmental Matters
In 2004, the Company became aware of a potential environmental matter at its
facility in Korea involving potential soil contamination. The Company is
currently in the initial stages of performing an assessment on the site to
determine if any contamination exists. At present, it is not possible to
determine the likelihood or to reasonably estimate the potential cost of any
potential adverse outcome based on the facts and circumstances currently known
to the Company.
The Company is also aware of a potential environmental matter involving soil
contamination at one of its European facilities. The Company is currently
assessing this matter and believes that it is probable that a loss contingency
exists relating to this site and that a reasonably estimable range of loss is
between $200,000 and $400,000. The Company has recorded a reserve at the low end
of the range at January 2, 2005.
In addition to the above issues, the nature and scope of the Company's business
bring it in regular contact with the general public and a variety of businesses
and government agencies. Such activities inherently subject the Company to the
possibility of litigation, including environmental and product liability matters
that are defended and handled in the ordinary course of business. The Company
has established accruals for matters for which management considers a loss to be
probable and reasonably estimable. It is the opinion of management that facts
known at the present time do not indicate that such litigation, after taking
into account insurance coverage and the aforementioned accruals, will have a
material adverse impact on the results of operations, financial position, or
cash flows of the Company.
-10-
For additional discussion on the Company's environmental and litigation matters,
see footnote 10 to the consolidated financial statements in the annual report to
shareholders for the year-ended January 2, 2005, which is incorporated herein by
reference and which is included in Exhibit 13 to this Form 10-K.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our security holders during the last
quarter of the period covered by the Annual Report on Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Pursuant to General Instructions G to Form 10-K, there is hereby incorporated by
this reference the information set forth under the captions "Capital Stock
Market Prices" and "Restriction on Payment of Dividends" in the "Selected
Financial Data" in the 2004 annual report to shareholders, which is included in
Exhibit 13 to this Form 10-K, and "Dividend Policy" in the "Management's
Discussion and Analysis" in the 2004 annual report to shareholders, and "Equity
Compensation Plan Information" in the Company's definitive proxy statement for
its 2005 Annual Meeting of Shareholders that is anticipated to be filed on March
25, 2005 pursuant to Section 14(a) of the Exchange Act, which is included in
Exhibit 13 to this Form 10-K.
At February 27, 2005 there were 826 shareholders of record.
Issuer Purchases of Equity Securities
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares (or Units) Value) of Shares (or
(a) Total Number of Purchase as Part of Units) that May Yet Be
Shares (or Units) (b) Average Price Paid Publicly Announced Purchased Under the
Period Purchased per share (or Unit) Plans or Programs Plans or Programs
- ------ -----------------------------------------------------------------------------------------------
November 29 through January 2 -- -- -- --
November 1 through November 28 69,700 $ 45.64 69,700 $ 21,818,749
October 4 through October 31 -- -- -- --
On October 28, 2004, the Company's Board of Directors authorized the purchase,
at management's discretion, of up to an aggregate of $25 million in market value
of shares of the Company's capital stock in open market transactions. The
buyback program will be completed or cancelled within twelve months.
Item 6. Selected Financial Data
Pursuant to General Instructions G to Form 10-K, there is hereby incorporated by
this reference the information set forth under the caption "Selected Financial
Data" in the 2004 annual report to shareholders, which is included in Exhibit 13
to this Form 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Pursuant to General Instructions G to Form 10-K, there is hereby incorporated by
this reference the information set forth under the caption "Management's
Discussion and Analysis" in the 2004 annual report to shareholders, which is
included in Exhibit 13 to this Form 10-K.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Pursuant to General Instructions 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" in the 2004 annual report to
shareholders, which is included in Exhibit 13 to this Form 10-K.
Item 8. Financial Statements and Supplementary Data
Pursuant to General Instructions G to Form 10-K, there is hereby incorporated by
this reference the information set forth under the caption "Quarterly Results of
Operations" in the 2004 annual report to shareholders, which is included in
Exhibit 13 to this Form 10-K.
-11-
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
Item 9a. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company conducted an evaluation, with the participation of its Chief
Executive Officer and Acting Chief Financial Officer, of its disclosure controls
and procedures, as such term is defined under Rule 13a-15(e) promulgated under
the Exchange Act, as of January 2, 2005. Based upon that evaluation, the Chief
Executive Officer and Acting Chief Financial Officer concluded that the
Company's disclosure controls and procedures were not effective as of January 2,
2005.
Management's Report on Internal Control Over Financial Reporting
The management of Rogers Corporation is responsible for establishing and
maintaining adequate internal control over financial reporting as is defined in
Exchange Act Rules 13a-15(f) and 15(d)-15(f). Rogers Corporation's internal
control system was designed to provide reasonable assurance to the Company's
management, Board of Directors and shareholders regarding the preparation and
fair presentation of the Company's published financial statements.
All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.
An internal control "material weakness" is a control deficiency, or combination
of control deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected. An internal control "significant deficiency" is one that
could result in a misstatement of the financial statements that is more than
inconsequential.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of January 2, 2005. In making its assessment of internal
control over financial reporting management used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control - Integrated Framework. As a result of this assessment,
management determined that the Company did not maintain effective controls over
its accounting for deferred income taxes. The specific control deficiency
identified related to the lack of adequate reconciliation of differences between
the deferred tax amounts on the balance sheet and the underlying differences
between the tax and book bases of the related balance sheet items. This resulted
in the Company recording adjustments to its deferred income tax accounts in the
fourth quarter of 2004. Based on management's assessment, management concluded
that this matter represents a material weakness and, accordingly, has concluded
that as of January 2, 2005, the Company's internal control over financial
reporting was not effective based on those criteria.
Rogers Corporation's independent registered public accounting firm, Ernst &
Young LLP, has issued an audit report on management's assessment of the
Company's internal control over financial reporting. This report appears on page
70 of our Annual Report.
Rogers, Connecticut
March 9, 2005
Background on the Material Weakness
On February 17, 2005, the Company announced that it would be delaying its fourth
quarter and year-end earnings release because it had identified some potential
issues associated with its historical accounting for deferred income taxes.
Subsequently, it was determined that a change was necessary in the method used
to reconcile and account for deferred income taxes to be consistent with the
application of the provisions of Statement of Financial Accounting Standards No.
109. This change resulted in an increase of $5.0 million to after-tax income in
the fourth quarter of 2004. This one-time, non-cash increase to current year's
earnings reflects the adjustment required to properly state certain deferred
income tax accounts for temporary tax differences that most likely accumulated
over many years. Management believes that the adjustment relates most likely to
amounts accumulated prior to 2002; that any temporary differences not properly
accounted for did not materially affect the Company's reported results in any
one year; nor was the cumulative amount material in relation to the Company's
financial position at January 2, 2005. However, management has concluded that
the internal control deficiency which resulted in this adjustment constitutes a
"material weakness" as defined by the Public Company Accounting Oversight
Board's Auditing Standard No. 2 and therefore management has concluded that
internal controls over financial reporting were not effective as of January 2,
2005. Management is in the process of implementing additional internal control
procedures over its accounting for deferred income taxes. Exclusive of this
instance, no other material weaknesses were identified by management in the
Company's internal control over financial reporting.
-12-
Changes in Internal Control Over Financial Reporting
There have been no changes to the Company's internal control over financial
reporting that occurred during the quarter ended January 2, 2005 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. However, as described
above, management is currently implementing enhancements to the Company's
internal control over financial reporting to address the material weakness
discussed above.
Item 9b. Other Information
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 Company set
forth under the captions "Nominees for Director" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's definitive proxy statement for
its 2005 Annual Meeting of Shareholders that is anticipated to be filed on March
25, 2005 pursuant to Section 14(a) of the Exchange Act. Information with respect
to Executive Officers of the Company is presented in Part I, Item 1 of this
report and is set forth in the Company's definitive proxy statement for its 2005
Annual Meeting of Shareholders that is anticipated to be filed on March 25, 2005
pursuant to Section 14(a) of the Exchange Act.
Code of Ethics
The Company has adopted a code of business conduct and ethics, which applies to
all employees, officers and directors of Rogers. The code of business conduct
and ethics is posted on the Company's website at
http://www.rogerscorporation.com and is also available in print without charge
to any shareholder who requests it by sending a request to Rogers Corporation,
One Technology Drive, P. O. Box 188, Rogers, CT 06263-0188, Attn: Vice President
and Secretary. The Company intends to satisfy the disclosure requirements
regarding any amendment to, or waiver of, a provision of the code of business
conduct and ethics for the Chief Executive Officer, principal financial officer
and principal accounting officer (or others performing similar functions) by
posting such information on its website. Rogers Corporation's website is not
incorporated into or a part of this Annual Report on Form 10-K
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" and "Executive Compensation" in the Company's definitive proxy
statement for its 2005 Annual Meeting of Shareholders that is anticipated to be
filed on March 25, 2005 pursuant to Section 14(a) of the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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 and Related Stockholder Matters set forth under
the captions "Stock Ownership of Management", "Beneficial Ownership of More Than
Five Percent of Rogers Stock", and "Equity Compensation Plan Information" in the
Company's definitive proxy statement for its 2005 Annual Meeting of Shareholders
that is anticipated to be filed on March 25, 2005 pursuant to Section 14(a) of
the Exchange Act.
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G to form 10-K, there is hereby incorporated by
reference the information with respect to certain relationships and related
transactions set forth under the caption "Related Parties" in the "Management's
Discussion and Analysis" in the 2004 annual report to shareholders, which is
included in Exhibit 13 to this Form 10-K.
Item 14. Principal Accountant Fees and Services
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated by
this reference the information with respect to Accountant Fees set forth under
the caption "Fees of Independent Registered Public Accounting Firm" in the
Company's Proxy Statement for its 2005 Annual Meeting of Shareholders that is
anticipated to be filed on March 25, 2005 pursuant to Section 14(a) of the
Exchange Act.
-13-
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements (Pursuant to General Instructions to Form 10-K, there
is hereby incorporated by reference the information set forth in the 2004
Annual Report to Shareholders):
Consolidated Balance Sheets - January 2, 2005 and December 28, 2003
Consolidated Statements of Income - Fiscal Years Ended January 2, 2005, December
28, 2003, and December 29, 2002
Consolidated Statements of Shareholders' Equity - Fiscal Years Ended January 2,
2005, December 28, 2003, and December 29, 2002
Consolidated Statements of Cash Flows - Fiscal Years Ended January 2, 2005,
December 28, 2003, and December 29, 2002
Notes to Consolidated Financial Statements - January 2, 2005
(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts for the three fiscal years
ending January 2, 2005
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.
(3) Exhibits:
The following list of exhibits includes exhibits submitted with this Form 10-K
as filed with the SEC and those incorporated by reference to other filings.
2 Stock Purchase Agreement, dated September 30, 2003, among 3M Company,
3M Innovative Properties Company, Durel Corporation and Rogers
Corporation for the purchase of Durel Corporation was filed as
Exhibit 2.1 to the Registrant's Form 8-K filed on October 15, 2003*.
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 Bylaws of Rogers Corporation, as amended and restated effective
August 26, 2004, were filed as Exhibit 3.1 to the Company's Current
Report of Form 8-K, filed with the Securities and Exchange Commission
on September 1, 2004, and incorporated herein by reference.
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*.
-14-
3l Articles of Merger of Parent and Subsidiary Corporation, filed with
the Secretary of State of the Commonwealth of Massachusetts on
December 28, 2003, filed herewith.
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. The April 10, 2000 amendment was
filed on Form 8-K on May 16, 2000*.
4b Certain Long-Term Debt Instruments, each representing indebtedness in
an amount equal to less than 10 percent of the Registrant's total
consolidated assets, have not been filed as exhibits to this Annual
Report on Form 10-K. The Registrant hereby undertakes to file these
instruments with the Commission upon request.
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 2004 Annual Incentive Compensation Plan** (2004)
was filed as Exhibit 10c to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 28, 2003*.
10d Rogers Corporation 1988 Stock Option Plan** (as amended December 17,
1988, September 14, 1989, October 23, 1996, April 18, 2000, June 21,
2001, August 22, 2002, and December 5, 2002). 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*. The April 18, 2000 amendment,
June 21, 2001 amendment, August 22, 2002 amendment and December 5,
2002 were filed as Exhibit 10d to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 2003*.
10e Rogers Corporation 1990 Stock Option Plan** (as restated and amended
on October 18, 1996, December 21, 1999, amended on April 18, 2000,
June 21, 2001, August 22, 2002, October 7, 2002, and December 4,
2002). 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*. The October 7, 2002 amendment was filed as
Exhibit 10e to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 2002*. The April 18, 2000 amendment,
June 21, 2001 amendment, August 22, 2002 amendment and December 5,
2002 amendment was filed as Exhibit 10e to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 28, 2003*.
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, amended on December 18, 1997, April 18,
2000, June 21, 2001, August 22, 2002, and December 5, 2002). 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*. The April 18, 2000 amendment,
June 21, 2001 amendment, August 22, 2002 amendment, and December 5,
2002 amendment were filed as Exhibit 10h to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 28, 2003*.
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,
October 7, 2002, and December 5, 2002). 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*. The October 7, 2002
amendment was filed as Exhibit 10i to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 29, 2002 *. The
December 5, 2002 amendment was filed as Exhibit 10i to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 2003*.
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, October 7, 2002, and December 5, 2002). 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*. The October 7, 2002 amendment was filed as
Exhibit 10j to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 2002 *. The December 5, 2002 amendment
was filed as Exhibit 10j to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 28, 2003*.
10k Rogers Corporation Long-Term Enhancement Plan for Senior Executives
of Rogers Corporation** (December 18, 1997*, as amended April 4,
2000, October 7, 2002, and December 5, 2002). The April 4, 2000
amendment was file as Exhibit 10k to the 2000 Form 10-K*. The October
7, 2002 amendment was filed as Exhibit 10k to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 29, 2002*. The
December 5, 2002 amendment was filed as Exhibit 10k to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 2003*.
10l Rogers Corporation 1998 Stock Incentive Plan**(1998, as amended
September 9, 1999, December 21, 1999, April 18, 2000, June 21, 2001,
October 10, 2001, August 22, 2002, November 7, 2002, December 5, 2002
and February 19, 2004). 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*. The October 10, 2001 and November 7, 2002 amendments were
filed as Exhibit 10l to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 29, 2002 *. The April 18, 2000
amendment, June 21, 2001 amendment, August 22, 2002 amendment,
December 5, 2002 amendment and February 19, 2004 amendment were filed
as Exhibit 10l to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 2003*.
-15-
10m Multicurrency Revolving Credit Agreement (as amended September 7,
2001 and October 25, 2002) dated December 8, 2000 was filed as
Exhibit 10m to the 2000 Form 10-K*. The September 7, 2001 and October
25, 2002 amendments are filed herewith as Exhibit 10m-1 and Exhibit
10m-2, respectively.
10n Rogers Corporation Executive Supplemental Agreement** (as amended
April 29, 2004) for the Chairman of the Board and Chief Executive
Officer, dated December 5, 2002, was filed as Exhibit 10n to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 29, 2002*. The April 29, 2004 amendment is filed herewith.
10o Rogers Corporation Pension Restoration Plan** (as amended and
restated March 10, 2004). The March 10, 2004 amendment was filed as
Exhibit 10o to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 2003*.
10p 2002 Financial Statements for the Company's former joint venture with
3M, Durel Corporation, were filed as Exhibit 99.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year-ended December 29,
2002*.
10q Unaudited Financial Statements for the nine-month period ended
September 30, 2003 for the Company's former joint venture with 3M,
Durel Corporation were filed as Exhibit 33b to the Registrant's
Annual Report on Form 10-K for the fiscal year-ended December 28,
2003*.
10r Summary of Director and Executive Officer Compensation, filed
herewith**.
10s Form of 1991 Special Severance Agreement, filed herewith**.
10t Schedule of 1991 Special Severance Agreements (Exhibit 10s), filed
herewith**.
10u Form of Indemnification Agreement for Executives was filed on Form
8-K on December 14, 2004**.
10v Schedule of Indemnification Agreements for Executives (Exhibit 10u),
filed herewith**.
10w Form of Indemnification Agreement for Directors was filed on Form 8-K
on December 14, 2004**.
10x Schedule of Indemnification Agreements for Directors (Exhibit 10w),
filed herewith**.
10y Change in Control Severance Agreement, dated March 3, 2004, by and
between the Company and Robert C. Daigle, filed herewith**.
10z Change in Control Severance Agreement, dated October 2, 1991, by and
between the Company and Robert D. Wachob, filed herewith**.
10aa Change in Control Severance Agreement, dated October 2, 1991, by and
between the Company and Robert M. Soffer, filed herewith**.
10ab Change in Control Severance Agreement, dated March 3, 1996, by and
between the Company and John A. Richie, filed herewith**.
10ac Change in Control Severance Agreement, dated March 3, 2004, by and
between the Company and Paul B. Middleton, filed herewith**.
10ad Guaranty to Multicurrency Revolving Credit Agreement by Rogers China,
Inc., dated April 3, 2001, filed herewith.
10ae Guaranty to Multicurrency Revolving Credit Agreement by Rogers KF,
Inc., dated February 18, 2004, filed herewith.
13 Portions of the Rogers Corporation 2004 Annual Report to Shareholders
which are specifically incorporated by reference in this Annual
Report on Form 10-K, filed herewith.
21 Subsidiaries of the Rogers, filed herewith.
23 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm, filed herewith.
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, filed herewith.
31.2 Certification of Acting Chief Financial Officer and Corporate
Controller Pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934, filed herewith.
32.1 Certification of Chief Executive Officer and Acting Chief Financial
Officer and Corporate Controller Pursuant to Rule 13a-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.
* 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.
-16-
SCHEDULE II
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
Valuation and Qualifying Accounts
Balance at Charged to Taken Other Balance at
Beginning of (Reduction of) Against (Deductions) End of
(Dollars in Thousands) Period Costs and Expenses Allowance Recoveries Period
---------------- ------------------ --------- -------------- -------------
Allowance for Doubtful Accounts:
January 2, 2005 $1,446 $350 $(33) $32 $1,795
December 28, 2003 1,102 349 (41) 36 1,446
December 29, 2002 1,363 (200) (154) 93 1,102
-17-
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)
/s/ Paul B. Middleton
------------------------------------------
Paul B. Middleton
Acting Chief Financial Officer and
Corporate Controller
(Acting Principal Financial and Accounting
Officer)
Dated: March 18, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 18, 2005, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Robert D. Wachob /s/ Gregory B. Howey
- ------------------------------------- ---------------------------
Robert D. Wachob Gregory B. Howey
President and Chief Executive Officer Director
/s/ Paul B. Middleton /s/ Leonard R. Jaskol
- ------------------------------------- ---------------------------
Paul B. Middleton Leonard R. Jaskol
Acting Chief Financial Officer and Director
Corporate Controller
/s/ Walter E. Boomer /s/ Eileen S. Kraus
- ------------------------------------- ---------------------------
Walter E. Boomer Eileen S. Kraus
Director Director
/s/ Leonard M. Baker /s/ William E. Mitchell
- ------------------------------------- ---------------------------
Leonard M. Baker William E. Mitchell
Director Director
/s/ Edward L. Diefenthal /s/ Robert G. Paul
- ------------------------------------- ---------------------------
Edward L. Diefenthal Robert G. Paul
Director Director
-18-