SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-4347
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Rogers Employee Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Rogers Corporation
P.O. Box 188
One Technology Drive
Rogers, Connecticut 06263-0188
REQUIRED INFORMATION
Financial Statements
--------------------
The following Plan financial statements and schedule prepared in accordance with
the financial reporting requirements of the Employee Retirement Income Security
Act of 1974 are filed herewith, as permitted by Item 4 of Form 11-K:
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002
Statements of Changes in Assets Available for Benefits for each of the years
ended December 31, 2003 and 2002 Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Exhibit
-------
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Annual Report on Form 11-K to be signed on its behalf by the
undersigned hereunto duly authorized.
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
/s/ James M. Rutledge
---------------------
James M. Rutledge
Vice President Finance, Chief Financial Officer
and Treasurer of Rogers Corporation
June 14, 2004
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2003
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm.................................1
Statements of Net Assets Available for Benefits............................................................2
Statements of Changes in Net Assets Available for Benefits.................................................3
Notes to Financial Statements..............................................................................4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)............................................10
REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rogers Employee Savings and
Investment Plan Committee and Participants
Rogers Corporation
We have audited the accompanying statements of net assets available for benefits
of Rogers Employee Savings and Investment Plan as of December 31, 2003 and 2002,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2003 and 2002, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
ERNST & YOUNG LLP
Boston, Massachusetts
May 10, 2004
-1-
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31
2003 2002
------------------------------------------
Assets:
Investments (Note C):
At fair value $38,770,363 $24,595,402
At contract value 24,412,531 24,141,644
Participant notes receivable 1,194,904 1,163,753
------------------------------------------
Net assets available for benefits $64,377,798 $49,900,799
==========================================
See notes to financial statements.
-2-
Rogers Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2003 2002
----------------------------------------
Additions:
Interest $834,777 $1,149,780
Net appreciation in fair value of investments (Note C) 14,084,113 --
----------------------------------------
14,918,890 1,149,780
Contributions:
Participant 3,350,755 3,577,383
Employer 656,339 813,485
Rollovers 166,445 46,069
----------------------------------------
4,173,539 4,436,937
----------------------------------------
Total additions 19,092,429 5,586,717
----------------------------------------
Deductions:
Distributions to participants 4,597,180 2,599,293
Net depreciation in fair value of investments (Note C) -- 7,090,027
Administrative expenses 18,250 5,893
----------------------------------------
Total deductions 4,615,430 9,695,213
----------------------------------------
Net increase (decrease) 14,476,999 (4,108,496)
Net assets available for benefits:
Beginning of year 49,900,799 54,009,295
----------------------------------------
End of year $64,377,798 $49,900,799
========================================
See notes to financial statements.
-3-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2003 and 2002
NOTE A--DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan (the Plan or RESIP) is a
contributory defined contribution plan covering all regular U.S. employees who
have completed at least one month of continuous service. The plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants may contribute up to the lesser of $12,000 in 2003 and $11,000
in 2002 or their annual compensation less FICA taxes in 2003 and 18% of their
annual compensation in 2002.
All participants, except those in collective bargaining units, are eligible to
receive matching Company contributions. The Company may contribute any factor
from 0% to 50% of each participant's contribution, as determined by the Board of
Directors. The Company contributed 50% of the first 5% of each participant's
annual compensation in 2003 and 2002. All contributions are participant
directed.
Participants may borrow from their fund accounts a minimum of $1,000 and a
maximum equal to the lesser of $50,000 subject to certain IRS restrictions, or
50 percent of their vested account balance. Loan terms range from one month to
five years or up to fifteen years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined periodically by
the Plan administrator. Principal and interest are paid ratably through payroll
deductions.
Each participant's account reflects the individual's pretax contribution, the
Company's contribution (if applicable), an allocation of Plan earnings, and
rollovers (if applicable). Total earnings by fund are allocated daily to
individual accounts.
Participants are 100% vested in their contributions and to the extent a
participant is not eligible for retirement he or she is vested as to the
Company's contributions at 25% after two years of continuous service, increased
by 25% for each additional year of continuous service up to 100%. Upon early
retirement, normal retirement, total disability, as defined by the Plan, death,
or ceasing to be an Employee of the Company and a participant in the Plan on or
after December 1, 2002 as a result of becoming an employee of a joint venture in
which the Company has at least 30% ownership, a participant is 100% vested as to
the Company's contributions. Any nonvested participant who is terminated and not
re-employed with the Company within five years of termination forfeits his or
her interest in the nonvested portion of the Company's contributions. If
re-employed within five years, the participant will recover his or her rights in
this nonvested portion.
-4-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A--DESCRIPTION OF THE PLAN (continued)
Forfeitures used to offset company contributions and administrative expenses
were $126,434 and $15,275 during 2003 and 2002, respectively. The forfeiture
balance at December 31, 2003 and 2002, was $3,135 and $62,163, respectively.
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
Company contributions can be drawn upon after five years in the Plan and a
participant can withdraw funds for any reason upon reaching age 59-1/2. Upon
early retirement, normal retirement, total disability, as defined by the Plan,
death, or any other termination of employment, a participant may receive the
value of the vested portion of his or her total account offset by any
outstanding Plan loans.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their accounts.
NOTE B--SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the plan year. Investments in
pooled separate accounts are stated at fair value based on the year end market
value of each unit held, which is based upon the market value of the underlying
assets of the funds less investment management fees and asset charges.
The investment in CIGNA's Guaranteed Long-Term Fund is valued at contract value
as estimated by CIGNA, which approximates market. Contract value represents
contributions made under the contract plus interest at the contract rate, less
funds used to pay termination benefits, in-service withdrawals, and to pay for
the insurance company's administrative expenses. The interest rate for CIGNA's
guaranteed long-term fund is determined twice a year and is guaranteed not to
change for six months. The average interest rate was 3.10% for 2003 and 4.58%
for 2002. The average crediting interest rate was 3.70% for 2003 and 5.28% in
2002.
-5-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE B--SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Administrative Expenses
The majority of the costs and expenses incurred in connection with the operation
of the Plan have been borne by Rogers Corporation.
Reclassification
Certain amounts in 2002 have been reclassified to conform to the 2003
presentation.
NOTE C--INVESTMENTS
The following presents investments that represent five percent or more of the
Plan's net assets.
December 31
2003 2002
------------------------------------------
CIGNA Charter Guaranteed Long-Term Fund $24,412,531 $24,141,644
Fidelity Equity-Income II Account 6,496,401 4,644,072
Rogers Stock Fund 18,203,242 10,668,065
-6-
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE C--INVESTMENTS (continued)
During the years ended December 31, 2003 and 2002, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
2003 2002
------------------------------------------
Pooled Separate Accounts $4,467,146 $(3,369,438)
Rogers Stock Fund 9,616,967 (3,720,589)
------------------------------------------
$14,084,113 $(7,090,027)
==========================================
NOTE D--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2003 and 2002, the Plan entered into the
following transactions with parties-in-interest:
2003 2002
----------------------------------------------------------------------------
Shares Amount Shares Amount
----------------------------------------------------------------------------
Rogers Corporation:
Purchases of capital stock 61,777.534 $1,898,234 95,238.813 $2,437,101
Sales of capital stock, at market value 128,656.293 3,980,024 67,832.729 1,837,220
NOTE E--RISKS AND UNCERTAINITES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated October 16, 2002, that the Plan qualifies under Section 401(a) of the
Internal Revenue Code (IRC) and is, therefore, not subject to tax under present
income tax law. Subsequent to this issuance of the determination letter, the
Plan was amended. Once qualified, the Plan, as amended, is required to operate
in conformity with the IRC to maintain its qualification. The RESIP Committee is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
-7-
NOTE G--SUBSEQUENT EVENTS
Effective January 1, 2004, the Durel Corporation Voluntary Investment Plan was
merged into the Rogers Employee Savings and Investment Plan. All participants
employed by Durel immediately prior to Durel's becoming a wholly owned
subsidiary of Rogers Corporation in 2003, will be credited with their entire
period of service with Durel, and any predecessor entity in interest thereof,
for purposes of determining the employee's vesting service.
On April 1, 2004, Prudential Financial, Inc. (Prudential) completed an
acquisition of the retirement business of CIGNA Corporation. As a result of this
transaction, the Plan's recordkeeper and custodian functions are now being
performed by businesses controlled by or affiliated with Prudential.
-8-
Supplemental Schedule
-9-
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2003
Description of Invest-
ment Including Maturity
Identity of Issue Date, Rate of Interest, Current
or Borrower Par or Maturity Value Value
-----------------------------------------------------------------------------------------------------------
Equity Funds
------------
CIGNA Pooled Separate Accounts:*
SA-FTF - Small Cap Growth/TimesSquare 109,922.985 units of participation $ 1,842,191
SA-55P - Fidelity Equity-Income II Account 131,837.512 units of participation 6,496,401
SA-55DZ - Janus Adviser Balanced Account 10,907.381 units of participation 298,200
SA-B - S&P 500 Index Account 47,364.479 units of participation 2,758,158
SA-55EV - Janus Worldwide Account 44,888.293 units of participation 2,285,712
SA-CG - Large Cap Growth/Goldman Sachs 118,022.778 units of participation 1,170,604
SA-MCG - Mid Cap Blend/Cadence 75,086.543 units of participation 846,948
SA-MV1 - Mid Cap Value/Wellington Mgmt 101,422.639 units of participation 1,455,248
SA-55E2 - International Equity
Account/Lazard 27,173.449 units of participation 441,646
SA-BSC - Small Cap Value/Perkins 86,424.689 units of participation 1,712,989
Wolf McDonnell
SA-MG1 - Mid Cap Growth/Artisan Partners 69,462.205 units of participation 612,388
SA-L1A - CIGNA Lifetime 20 4,210.619 units of participation 52,483
SA-L2A - CIGNA Lifetime 30 3,592.417 units of participation 45,502
SA-L3A - CIGNA Lifetime 40 29,384.037 units of participation 368,433
SA-L4A - CIGNA Lifetime 50 5,716.114 units of participation 72,966
SA-L5A - CIGNA Lifetime 60 8,141.690 units of participation 107,252
-------------------
20,567,121
Fixed Income Fund
-----------------
CIGNA Charter Guaranteed Long-Term Fund* 580,997.176 units of participation 24,412,531
Rogers Stock Fund
-----------------
Rogers Corporation* - Common Stock 412,584.824 shares 18,203,242
Loan Fund Participant loans, interest from
----------------------------------------
Participant loans * 4.50% to 10.0% 1,194,904
-------------------
$ 64,377,798
===================
* Indicates party-in-interest to the Plan.
-10-