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, 2006
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, 2006 and 2005
Statements of Changes in Net Assets Available for Benefits for each of the years
ended December 31, 2006 and 2005 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
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/ Dennis M. Loughran
------------------------------------------------------
Dennis M. Loughran
Vice President, Finance and Chief Financial Officer
June 25, 2007
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2006
TABLE OF CONTENTS
Report of 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) 8
REPORT OF 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, 2006 and 2005,
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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
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, 2006 and 2005, 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, 2006, 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
June 25, 2007
1
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31,
2006 2005
----------------------------------------
Assets:
Investments (Note C) $ 86,268,464 $ 73,415,937
Participant loans 1,542,770 1,446,241
----------------------------------------
Total Assets 87,811,234 74,862,178
Liabilities:
Return of excess participant deferrals 95,980 -
----------------------------------------
----------------------------------------
Net assets available for benefits $ 87,715,254 $ 74,862,178
========================================
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,
2006 2005
------------------------------
Additions:
Interest $ 991,727 $ 962,786
Net appreciation in fair value of
investments (Note C) 13,112,650 714,529
------------------------------
14,104,377 1,677,315
Contributions:
Participant 4,704,884 4,470,662
Employer 1,122,218 1,039,334
Rollovers 228,112 231,581
------------------------------
6,055,214 5,741,577
------------------------------
Total additions 20,159,591 7,418,892
------------------------------
Deductions:
Distributions to participants 7,281,274 7,972,983
Administrative expenses 25,241 27,403
------------------------------
Total deductions 7,306,515 8,000,386
------------------------------
Net increase (decrease) 12,853,076 (581,494)
Net assets available for benefits:
Beginning of year 74,862,178 75,443,672
------------------------------
End of year $ 87,715,254 $ 74,862,178
==============================
See notes to financial statements.
3
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2006 and 2005
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).
The Plan's recordkeeper and custodian functions are performed by businesses
controlled by or affiliated with Prudential Financial, Inc.
Participants may contribute up to the lesser of $15,000 in 2006 and $14,000 in
2005 or their annual compensation less FICA taxes.
All participants, except those in collective bargaining units, are eligible to
receive matching Rogers Corporation (the "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 2006 and 2005. 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.
Forfeitures used to offset Company contributions and administrative expenses
were $24,220 and $72,097 during 2006 and 2005, respectively. The forfeiture
balance at December 31, 2006 and 2005 was $73,762 and $15,191, 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.
4
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE A - DESCRIPTION OF THE PLAN (continued)
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.
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension
Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting
and disclosure requirements for fully benefit responsive investment contracts in
defined contribution health and welfare and pension plans. The financial
statement presentation and disclosure provisions of the FSP are effective for
financial statements issued for annual periods ending after December 15, 2006
and are required to be applied retroactively to all prior periods presented for
comparative purposes. The Plan has adopted the provisions of the FSP at December
31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets
Available for Benefits include fully benefit responsive investment contracts
recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans, as amended, requires fully benefit responsive
investment contracts to be reported at fair value in the Plan's Statement of Net
Assets Available for Benefits with a corresponding adjustment to reflect these
investments at contract value. The requirements of the FSP have been applied
retrospectively to the Statement of Net Assets Available for Benefits as of
December 31, 2005 as presented for comparative purposes. Adoption of the FSP had
no effect on the Statement of changes in Net Assets Available for Benefits for
any period presented.
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 Plan invests in Prudential's Guaranteed Income Fund which is comprised of
certain fully benefit-responsive contracts. The Guaranteed Income Fund declares
interest rates in advance for six-month periods. In determining the rate of
interest to be guaranteed for the upcoming six-month period, Prudential
considers the projected investment earnings, the current interest environment,
its investment expense, and a profit and risk component for the six-month
period. The fund does not have maturity dates or penalties for early
withdrawals. The average crediting rate was 3.55% for
5
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)
January 1, 2006 through June 30, 2006 and 3.95% for July 1, 2006 through
December 31, 2006. 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 contract value of the Prudential Guaranteed Income
Fund approximates the fair value.
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.
NOTE C - INVESTMENTS
The following presents investments that represent five percent or more of the
Plan's net assets.
December 31,
2006 2005
-----------------------------------
Guaranteed Income Fund $ 25,219,534 $ 25,420,357
Fidelity Equity-Income II Account 7,630,809 6,827,813
Rogers Corporation Common Stock 18,705,992 14,990,084
International Equity/Julius Baer 6,806,947 4,827,505
During the years ended December 31, 2006 and 2005, 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:
2006 2005
-----------------------------------
Pooled Separate Accounts $ 5,503,565 $ 2,167,626
Rogers Corporation Common Stock 7,609,085 (1,453,097)
-----------------------------------
$ 13,112,650 $ 714,529
===================================
6
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE D - TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2006 and 2005, the Plan entered into the
following transactions with parties-in-interest:
2006 2005
---------------------------------------------------------
Shares Amount Shares Amount
---------------------------------------------------------
Rogers Corporation:
Purchases of capital stock 74,959.8654 $4,155,065 66,819.23468 $2,457,463
Sales of capital stock, at market value 141,308.4049 8,048,242 72,401.43688 2,743,465
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 Rogers Employee
Savings and Investment Plan 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
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, 2006
Description of Investment -
Including Maturity Date
Identity of Issue Rate of Interest, Current
or Borrower Par or Maturity Value Value
-----------------------------------------------------------------------------------------------
Equity Funds
Prudential Pooled Separate Accounts:*
Small Cap Growth/TimesSquare 106,644.4506 units of participation $ 2,515,486
Fidelity Equity-Income II Account 116,358.9416 units of participation 7,630,809
Dryden S&P 500 Index Account 48,891.3148 units of participation 3,936,894
Large Cap Growth/Goldman Sachs 158,706.4596 units of participation 1,867,519
Large CP Value/LSV Asset Mgmt 46,358.8639 units of participation 933,332
Mid Cap Value/Wellington Mgmt 178,326.8570 units of participation 3,836,134
Small Cap Value/TS & W 170,428.8334 units of participation 3,393,187
Mid Cap Growth/Artisan Partners 185,892.8739 units of participation 2,242,427
Lifetime 20 Fund 82,128.5389 units of participation 1,405,217
Lifetime 30 Fund 42,647.4952 units of participation 723,007
Lifetime 40 Fund 164,783.2698 units of participation 2,730,230
Lifetime 50 Fund 101,065.2063 units of participation 1,663,120
Lifetime 60 Fund 12,324.4054 units of participation 197,892
Oakmark Equity & Income Class 1 69,501.6974 units of participation 2,055,151
International Equity/Julius Baer 275,232.5430 units of participation 6,806,947
---------------
41,937,352
Fixed Income Funds
Guaranteed Income Fund* 908,722.3500 units of participation 25,219,534
Corp Bond/BSAM Fund 25,283.7646 units of participation 405,586
Rogers Stock Fund
Rogers Corporation* - Common Stock 316,246.7021 shares 18,705,992
Loan Fund
Participant loans * Participant loans, interest from 4.50% 1,542,770
to 10.5%
----------------
$ 87,811,234
================
* Indicates party-in-interest to the Plan.
8