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, 2007
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, 2007 and 2006
Statements of Changes in Net Assets Available for Benefits for each of the years
ended December 31, 2007 and 2006 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 27, 2008
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2007
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, 2007 and 2006,
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, 2007 and 2006, 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, 2007, 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 27, 2008
1
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31,
2007 2006
------------------------------------------
Assets:
Investments (Note C) $ 81,609,865 $ 86,268,464
Participant loans 1,439,330 1,542,770
------------------------------------------
Total Assets 83,049,195 87,811,234
Liabilities:
Return of excess participant deferrals - 95,980
------------------------------------------
------------------------------------------
Net assets available for benefits $ 83,049,195 $ 87,715,254
==========================================
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,
2007 2006
---------------------------------------
Additions:
Interest $ 962,030 $ 991,727
Net appreciation in fair value of investments (Note C) - 13,112,650
---------------------------------------
962,030 14,104,377
Contributions:
Participant 5,356,489 4,704,884
Employer 1,255,869 1,122,218
Rollovers 660,898 228,112
---------------------------------------
7,273,256 6,055,214
---------------------------------------
Total additions 8,235,286 20,159,591
---------------------------------------
Deductions:
Net depreciation in fair value of investments (Note C) 1,894,418 -
Distributions to participants 10,994,365 7,281,274
Administrative expenses 12,562 25,241
---------------------------------------
Total deductions 12,901,345 7,306,515
---------------------------------------
Net increase (decrease) (4,666,059) 12,853,076
Net assets available for benefits:
Beginning of year 87,715,254 74,862,178
---------------------------------------
End of year $ 83,049,195 $ 87,715,254
=======================================
See notes to financial statements.
3
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2007 and 2006
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 should
refer to the Plan Agreement for a more complete description of the Plan's
provisions.
Participants may contribute up to the lesser of $15,500 in 2007 and $15,000 in
2006 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 2007 and 2006. 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 $11,518 and $24,220 during 2007 and 2006, respectively. The forfeiture
balance at December 31, 2007 and 2006 was $139,401 and $73,762, 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 Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standards No. 157, Fair Value Measurements
(FAS 157). This standard clarifies the definition of fair value for financial
reporting, establishes a framework and hierarchy for measuring fair value and
requires additional disclosures about the use of fair value measurements. FAS
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The Plan management is currently evaluating the effect
that the provisions of FAS 157 will have on the Plan's financial statements.
Valuation of Investments
In December 2005, the 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. Adoption of the FSP had no effect on the
Statement of changes in Net Assets Available for Benefits for any period
presented.
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 3.70% for January 1, 2007 through
June 30, 2007 and
5
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)
3.70% for July 1, 2007 through December 31, 2007. 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,
2007 2006
------------------------------------------
Fixed Income Funds
Guaranteed Income Fund $ 21,732,563 $ 25,219,534
Rogers Stock Fund
Rogers Corporation Common Stock 13,288,125 18,705,992
Pooled Separate Accounts
International Equity/Julius Baer 8,273,203 6,806,947
Fidelity Equity-Income II Account 6,746,308 7,630,809
During the years ended December 31, 2007 and 2006, 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:
2007 2006
------------------------------------------
Pooled Separate Accounts $ 3,293,307 $ 5,503,565
Rogers Corporation Common Stock (5,187,725) 7,609,085
------------------------------------------
$ (1,894,418) $ 13,112,650
==========================================
6
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE D - TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2007 and 2006, the Plan entered into the
following transactions with parties-in-interest:
2007 2006
----------------- -------------- ---------------- ---------------
Shares Amount Shares Amount
----------------- -------------- ---------------- ---------------
Rogers Corporation:
Purchases of capital stock 98,489.4611 $ 4,283,570 74,959.8654 $ 4,155,065
Sales of capital stock, at market value 108,346.3909 4,513,712 141,308.4049 8,048,242
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 Plan has received a determination letter from the Internal Revenue Service
dated October 16, 2002, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended and restated. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as
amended and restated, is qualified and the related trust is tax exempt.
NOTE G - SUBSEQUENT EVENTS
Effective January 1, 2008, the Plan was amended to include the following
material changes:
o Employees (except those who have elected not to participate in
the Plan) will be automatically enrolled with a deferral rate of
3% of the eligible employee's compensation.
o The Employer matching contribution will be 100% of the first 1%
and 50% of the next 5% of eligible pay.
o Employees will be fully vested in employer matching contributions
after two years of service.
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, 2007
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:*
International Equity/Julius Baer 288,042.3649 units of participation $ 8,273,203
Fidelity Equity-Income II Account 96,035.7364 units of participation 6,746,308
Dryden S&P 500 Index Account 44,238.6074 units of participation 3,894,884
Mid Cap Value/Wellington Mgmt 168,333.2169 units of participation 3,721,836
Mid Cap Growth/Artisan Partners 210,952.3613 units of participation 3,118,102
Lifetime 40 Fund 152,496.7988 units of participation 2,734,592
Small Cap Value/TS & W 130,092.4215 units of participation 2,639,802
Small Cap Growth/TimesSquare 100,189.1697 units of participation 2,591,148
Large Cap Growth/Goldman Sachs 182,654.9062 units of participation 2,442,509
Oakmark Equity & Income Class 1 65,874.4401 units of participation 2,200,598
Lifetime 50 Fund 114,786.6153 units of participation 2,042,287
Lifetime 20 Fund 75,971.5598 units of participation 1,408,711
IFX LT Agg Growth Fund 115,383.5941 units of participation 1,217,001
Large CP Value/LSV Asset Mgmt 52,093.0472 units of participation 1,028,134
Lifetime 30 Fund 47,025.6433 units of participation 865,462
IFX LT Balanced Fund 34,649.1338 units of participation 364,977
Lifetime 60 Fund 13,743.9691 units of participation 238,171
IFX LT Conservative Fund 18,573.3139 units of participation 195,437
IFX LT Growth Fund 11,485.9720 units of participation 121,356
IFX LT Inc & Equity Fund 7,513.8861 units of participation 78,925
-----------------
45,923,443
Fixed Income Funds
Guaranteed Income Fund* 755,136.5713 units of participation 21,732,563
Corp Bond/BSAM Fund 38,887.3507 units of participation 665,734
Rogers Stock Fund
Rogers Corporation* - Common Stock 306,389.7723 shares 13,288,125
Loan Fund
Participant loans * Participant loans, interest from 4.50% 1,439,330
to 10.5%
-----------------
$ 83,049,195
=================
* Indicates party-in-interest to the Plan.
Note: Cost information has not been included because all investments are
participant directed.
8