Massachusetts
|
06-0513860
|
(State
or other jurisdiction of
|
(I.
R. S. Employer
|
incorporation
or organization)
|
Identification
No.)
|
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
|
Large
Accelerated Filer
X
|
Accelerated
Filer
__
|
Non-accelerated
Filer __
|
TABLE
OF CONTENTS
|
||
Part
I
|
||
Item
1.
|
Business
|
4
|
Item
1A.
|
Risk
Factors
|
9
|
Item
1B.
|
Unresolved
Staff Comments
|
12
|
Item
2.
|
Properties
|
12
|
Item
3.
|
Legal
Proceedings
|
13
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
17
|
Part
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
18
|
Item
6.
|
Selected
Financial Data
|
19
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
38
|
Item
8.
|
Financial
Statements and Supplementary Data
|
39
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
76
|
Item
9A.
|
Controls
and Procedures
|
76
|
Item
9B.
|
Other
Information
|
78
|
Part
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
79
|
Item
11.
|
Executive
Compensation
|
79
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
79
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
79
|
Item
14.
|
Principal
Accounting Fees and Services
|
80
|
Item
15.
|
Exhibits,
Financial Statement Schedules
|
81
|
Signatures
|
87
|
Name
|
Age
|
Present
Position
|
Year
Elected to Present Position |
Other
Positions Held During 2002-2006
|
Robert
D. Wachob
|
59
|
President
and Chief
Executive
Officer
|
2004
|
President
and Chief Operating Officer of the Company from April 2002 to April
2004;
Executive Vice President of the Company from January 2000 to April
2002
|
Dennis
M. Loughran
|
49
|
Vice
President,
Finance
and Chief
Financial
Officer
|
2006
|
Vice
President, Finance and Supply Chain, Alcoa Consumer Products from
June
2000 to January 2006
|
Paul
B. Middleton
|
39
|
Corporate
Controller
|
2001
|
Acting
Chief Financial Officer and Corporate Controller of the Company from
March
2005 to February 2006
|
Robert
C. Daigle
|
43
|
Vice
President,
Research
and
Development
and
Chief
Technology
Officer
|
2003
|
Vice
President and Manager, Advance Circuit Materials Division of the
Company
from October 2001 to October 2003
|
John
A. Richie
|
59
|
Vice
President,
Human
Resources
|
1994
|
|
Robert
M. Soffer
|
59
|
Vice
President,
Treasurer
and
Secretary
|
2005
|
Vice
President and Secretary of the Company from December 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
|
Debra
J. Granger
|
47
|
Vice
President,
Corporate
Compliance
and
Controls
|
2007
|
Director,
Corporate Compliance and Controls of the Company from March 2003
to
February 2007; Manager, Investor and Public Relations of the Company
from
May 2000 to February 2003
|
W.
David Smith
|
44
|
Vice
President,
Manufacturing
and
Information
Technology
|
2005
|
Vice
President, Manufacturing of the Company from April 2004 to July 2005;
Vice
President, Elastomer Components Division of the Company from August
2000
to April 2004
|
Mario
C. Kerr
|
52
|
Vice
President,
Sales
and
Marketing
|
2002
|
Corporate
Director of Marketing of the Company from January 1999 to January
2002
|
Ty
L. McFarland
|
38
|
Vice
President,
Supply
Chain
Management
|
2002
|
Supply
Chain Manager of Durel Corporation from August 2001 to November
2002
|
Peter
G. Kaczmarek
|
48
|
Vice
President,
High
Performance
Foams
Division
|
2001
|
|
Frank
J. Gillern
|
58
|
Vice
President,
Advanced
Circuit
Materials
Division
|
2003
|
Vice
President and Operations Manager of Durel Corporation from November
2000
to September 2003
|
Name
|
Age
|
Present
Position
|
Year
Elected to Present
Position
|
Other
Positions Held During 2002-2006
|
Michael
D. Bessette
|
53
|
Vice
President,
Durel
Division
|
2003
|
Director,
Product Development Polymers of the Company from June 2002 to December
2003; Senior R&D Group Manager of the Company from January 1998 to
June 2002
|
Luc
Van Eenaeme
|
48
|
Vice
President,
Rogers
Europe
|
2004
|
Acting
Vice President and Managing Director, Rogers Europe from May 2003
to
December 2003; New Business Development Manager of the Company from
July
2002 to May 2003; Business Unit Manager of the Company’s Advanced Circuit
Materials Operations in Europe from November 1998 to July
2002
|
Michael
L. Cooper
|
54
|
Vice
President,
Rogers
Asia
|
2004
|
Vice
President and Chief Information Officer of the Company from October
2001
to May 2004
|
Location
|
Floor
Space
(Square Feet) |
Type
of Facility
|
Leased
/ Owned
|
United
States
|
|||
Rogers,
Connecticut
|
506,000
|
Manufacturing
/ Administrative Offices
|
Owned
|
Woodstock,
Connecticut
|
152,000
|
Manufacturing
|
Owned
|
Carol
Stream, Illinois
|
215,000
|
Manufacturing
|
Owned
|
Chandler,
Arizona
|
156,000
|
Manufacturing
|
Owned
|
Chandler,
Arizona
|
142,000
|
Manufacturing
|
Owned
|
Chandler,
Arizona
|
120,000
|
Manufacturing
|
Owned
|
South
Windham, Connecticut
|
88,000
|
Formerly
Manufacturing
|
Owned
|
|
|||
Belgium
|
|||
Evergem,
Belgium
|
74,000
|
Manufacturing
|
Owned
|
Ghent,
Belgium
|
104,000
|
Manufacturing
|
Owned
|
Ghent,
Belgium
|
66,000
|
Manufacturing
|
Owned
|
Asia
|
|||
Suzhou,
China
|
200,000
|
Manufacturing
|
Owned
|
Suzhou,
China
|
93,000
|
Manufacturing
|
Leased
through 7/08
|
Suzhou,
China
|
93,000
|
Manufacturing
|
Leased
through 11/08
|
Suzhou,
China
|
215,000
|
Manufacturing
|
Owned
|
Suzhou,
China
|
10,000
|
Warehouse
|
Leased
through 9/07
|
Tokyo,
Japan
|
2,000
|
Sales
Office
|
Leased
through 3/08
|
Hwasung
City, Korea
|
10,000
|
Manufacturing
|
Leased
through 2/09
|
Wanchai,
Hong Kong
|
1,000
|
Sales
Office
|
Leased
through 4/07
|
Taipei,
Taiwan, R.O.C.
|
1,000
|
Sales
Office
|
Leased
through 7/07
|
Seoul,
Korea
|
1,000
|
Sales
Office
|
Leased
through 2/08
|
Singapore
|
1,000
|
Sales
Office
|
Leased
through 5/07
|
Shanghai,
China
|
1,000
|
Sales
Office
|
Leased
through 8/08
|
Shenzhen,
China
|
1,000
|
Sales
Office
|
Leased
through 6/07
|
Beijing,
China
|
1,000
|
Sales
Office
|
Leased
through 9/08
|
· |
Claims
|
· |
Defenses
|
· |
Dismissals
and Settlements
|
· |
Potential
Liability
|
· |
Insurance
Coverage
|
· |
Cost
Sharing Agreement
|
· |
Impact
on Financial Statements
|
2006
|
2005
|
||||||||||||
High
|
Low
|
High
|
Low
|
||||||||||
Fourth
|
$
|
75.00
|
$
|
58.80
|
$
|
41.40
|
$
|
34.63
|
|||||
Third
|
65.01
|
51.61
|
41.90
|
35.80
|
|||||||||
Second
|
64.30
|
49.47
|
45.00
|
33.87
|
|||||||||
First
|
56.04
|
38.50
|
46.50
|
39.08
|
2006
|
2005
|
2004
|
2003*
|
2002**
|
||||||||||||
Sales
and income
|
||||||||||||||||
Net
sales
|
$
|
454,562
|
$
|
356,112
|
$
|
370,237
|
$
|
246,972
|
$
|
222,938
|
||||||
Income
before income taxes
|
58,331
|
11,786
|
46,779
|
35,034
|
24,809
|
|||||||||||
Net
income
|
46,456
|
16,440
|
34,069
|
26,275
|
18,607
|
|||||||||||
Per
Share Data
|
||||||||||||||||
Basic
|
2.77
|
1.01
|
2.08
|
1.67
|
1.20
|
|||||||||||
Diluted
|
2.69
|
0.98
|
1.99
|
1.61
|
1.16
|
|||||||||||
Book
value
|
21.09
|
17.24
|
17.12
|
14.57
|
12.21
|
|||||||||||
Financial
Position
|
||||||||||||||||
Current
assets
|
272,554
|
181,030
|
172,934
|
127,097
|
87,675
|
|||||||||||
Current
liabilities
|
82,143
|
57,366
|
57,387
|
50,023
|
34,780
|
|||||||||||
Ratio
of current assets to
current
liabilities
|
3.3
to 1
|
3.2
to 1
|
3.0
to 1
|
2.5
to 1
|
2.5
to 1
|
|||||||||||
Cash,
cash equivalents and
short-term
investments
|
81,823
|
46,401
|
39,967
|
34,481
|
28,928
|
|||||||||||
Working
capital
|
190,411
|
123,664
|
115,547
|
77,074
|
52,895
|
|||||||||||
Property,
plant and equipment, net
|
141,728
|
131,616
|
140,384
|
131,157
|
99,883
|
|||||||||||
Total
assets
|
480,902
|
400,600
|
405,195
|
314,440
|
257,701
|
|||||||||||
Long-term
debt less current maturities
|
–
|
–
|
–
|
–
|
–
|
|||||||||||
Shareholders’
Equity
|
357,177
|
280,250
|
281,495
|
233,026
|
189,195
|
|||||||||||
Long-term
debt as a percentage of
shareholders’
equity
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Other
Data
|
||||||||||||||||
Depreciation
and amortization
|
19,529
|
16,853
|
18,068
|
13,615
|
13,571
|
|||||||||||
Research
and development expenses
|
24,364
|
19,959
|
20,490
|
13,665
|
13,596
|
|||||||||||
Capital
expenditures
|
23,074
|
28,613
|
28,131
|
17,951
|
22,682
|
|||||||||||
Number
of employees (average)
|
2,416
|
1,975
|
1,728
|
1,197
|
1,251
|
|||||||||||
Net
sales per employee
|
188
|
180
|
214
|
206
|
178
|
|||||||||||
Number
of shares outstanding at
year-end
|
16,937,523
|
16,255,024
|
16,437,790
|
15,995,713
|
15,496,261
|
|||||||||||
2006
|
2005
|
2004
|
||||||||
Net
sales
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
||||
Manufacturing
margins
|
31.4%
|
|
29.0%
|
|
30.6%
|
|
||||
Selling
and administrative expenses
|
13.9%
|
|
15.7%
|
|
15.1%
|
|
||||
Research
and development expenses
|
5.3%
|
|
5.6%
|
|
5.5%
|
|
||||
Restructuring
and impairment charges
|
2.5%
|
|
6.4%
|
|
0.7%
|
|
||||
Operating
profit
|
9.7%
|
|
1.3%
|
|
9.3%
|
|
||||
Equity
income in unconsolidated joint ventures
|
1.9%
|
|
1.5%
|
|
1.6%
|
|
||||
Other
income
|
1.2%
|
|
0.5%
|
|
1.7%
|
|
||||
Income
before income taxes
|
12.8%
|
|
3.3%
|
|
12.6%
|
|
||||
Income
taxes
|
2.6%
|
|
(1.3)%
|
|
3.4%
|
|
||||
Net
income
|
10.2%
|
|
4.6%
|
|
9.2%
|
|
||||
· |
Polyolefin
Foams
|
· |
Polyester-Based
Industrial Laminates
|
· |
High
Frequency Materials
|
· |
Polyolefin
Foams
|
· |
High
Frequency Materials
|
· |
South
Windham Facility
|
· |
Durel
|
(Dollars
in millions)
|
2006
|
2005
|
2004
|
|||||||
Net
sales
|
$
|
153.6
|
$
|
143.3
|
$
|
172.8
|
||||
Operating
income
|
13.3
|
19.5
|
32.0
|
(Dollars
in millions)
|
2006
|
2005
|
2004
|
|||||||
Net
sales
|
$
|
149.4
|
$
|
80.0
|
$
|
69.2
|
||||
Operating
income (loss)
|
14.8
|
(4.3
|
)
|
1.7
|
(Dollars
in millions)
|
2006
|
2005
|
2004
|
|||||||
Net
sales
|
$
|
103.2
|
$
|
88.9
|
$
|
79.4
|
||||
Operating
income
|
21.8
|
24.6
|
18.9
|
(Dollars
in millions)
|
2006
|
2005
|
2004
|
|||||||
Net
sales
|
$
|
48.4
|
$
|
43.9
|
$
|
48.8
|
||||
Operating
loss
|
(5.6
|
)
|
(35.0
|
)
|
(18.4
|
)
|
· |
An
increase in inventories of $25.7 million in 2006 as compared to a
decrease
of $3.1 million in 2005 and an increase of $20.5 million in 2004.
The
increase in 2006 is the result of the Company’s effort to build inventory
to meet anticipated customer demand, particularly for the high frequency
laminate, polyurethane foam and electroluminescent lamp products
in
Asia.
|
· |
An
increase in accounts receivable of $23.0 million in 2006 as compared
to
$7.2 million in 2005 and $3.1 million in 2004. These increases are
primarily attributable to the Company’s strong sales growth in the past
three years. In 2005, although sales decreased slightly from 2004,
sales
in the fourth quarter were particularly strong, resulting in an increase
in receivables at year-end.
|
· |
An
increase in accounts payable and other accrued liabilities of $23.6
million in 2006 as compared to a decrease of $2.9 million in 2005
and $0.2
million in 2004. The increase in 2006 is primarily attributable to
the
increase in raw material purchases to support current production
levels as
further evidenced by the increase in inventory balances over the
comparable period as discussed above. In addition, accrued employee
benefits and compensation increased as a result of increases in projected
annual incentive compensation and commission payouts for 2006,
commensurate with the strong performance experienced throughout the
year.
|
· |
Increase
in inventories of 61% is the result of the Company’s effort to build
inventory to meet anticipated customer demand, particularly for the
high
frequency laminate, polyurethane foam and electroluminescent lamp
products
in Asia.
|
· |
Increase
in accounts receivable of 45% is primarily attributable to the Company’s
strong sales growth throughout the
year.
|
· |
Decrease
in asbestos-related liability and the related insurance receivables
of 39%
is a result of a reduction in the rate of claims filed against the
Company
and a decrease in the average settlement amount. See Note 10 of the
Consolidated Financial Statements of this Form 10-K for further
discussion.
|
· |
Increase
in accrued employee benefits and compensation of 96% is a result
of
increases in projected annual incentive compensation and commission
payouts for 2006, commensurate with the strong performance experienced
throughout the year.
|
· |
Increase
in accounts payable and other accrued liabilities of 39% is primarily
attributable to the increase in raw material purchases to support
current
production levels as further evidenced by the increase in inventory
balances over the comparable period as discussed above.
|
· |
Increase
in additional paid-in capital of 90% is primarily related to a significant
amount of stock options being exercised during the
year.
|
(Dollars
in thousands)
|
Payments
Due by Period
|
|||||||||||||||
Total
|
Within
1 Year
|
1-3
Years
|
3-5
Years
|
After
5 Years
|
||||||||||||
Operating
leases
|
$
|
2,959
|
$
|
1,630
|
$
|
1,156
|
$
|
173
|
$
|
-
|
||||||
Inventory
purchase obligations
|
5,116
|
5,116
|
-
|
-
|
-
|
|||||||||||
Capital
commitments
|
9,727
|
9,727
|
-
|
-
|
-
|
|||||||||||
Pension
and Retiree Health and Life Insurance Benefits
(1)
|
83,502
|
6,418
|
13,426
|
14,959
|
48,699
|
|||||||||||
Total
|
$
|
101,304
|
$
|
22,891
|
$
|
14,582
|
$
|
15,132
|
$
|
48,699
|
||||||
ERNST & YOUNG |
(Dollars
in thousands, except per share amounts)
|
|||||||
December
31,
2006
|
January
1,
2006
|
||||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
13,638
|
$
|
22,001
|
|||
Short-term
investments
|
68,185
|
24,400
|
|||||
Accounts
receivable, less allowance for doubtful accounts
of
$2,239 and $1,768
|
86,096
|
59,474
|
|||||
Accounts
receivable from joint ventures
|
5,437
|
5,570
|
|||||
Accounts
receivable, other
|
3,767
|
3,376
|
|||||
Note
receivable, current
|
2,100
|
2,100
|
|||||
Inventories
|
70,242
|
43,502
|
|||||
Deferred
income taxes
|
15,430
|
10,823
|
|||||
Asbestos-related
insurance receivables
|
4,244
|
7,023
|
|||||
Other
current assets
|
3,415
|
2,761
|
|||||
Total
current assets
|
272,554
|
181,030
|
|||||
Notes
receivable
|
-
|
2,100
|
|||||
Property,
plant and equipment, net of accumulated depreciation
of
$141,490 and $120,721
|
141,728
|
131,616
|
|||||
Investments
in unconsolidated joint ventures
|
26,629
|
20,260
|
|||||
Deferred
income taxes
|
4,828
|
-
|
|||||
Pension
asset
|
974
|
6,667
|
|||||
Goodwill
|
10,656
|
21,928
|
|||||
Other
intangible assets
|
454
|
764
|
|||||
Asbestos-related
insurance receivables
|
18,503
|
30,581
|
|||||
Other
long-term assets
|
4,576
|
5,654
|
|||||
Total
assets
|
$
|
480,902
|
$
|
400,600
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
25,715
|
$
|
18,992
|
|||
Accrued
employee benefits and compensation
|
27,322
|
13,916
|
|||||
Accrued
income taxes payable
|
9,970
|
7,209
|
|||||
Asbestos-related
liabilities
|
4,244
|
7,023
|
|||||
Other
current liabilities
|
14,892
|
10,226
|
|||||
Total
current liabilities
|
82,143
|
57,366
|
|||||
Deferred
income taxes
|
-
|
6,359
|
|||||
Pension
liability
|
|
11,698
|
16,973
|
||||
Retiree
health care and life insurance benefits
|
|
10,021
|
7,048
|
||||
Asbestos-related
liabilities
|
18,694
|
30,867
|
|||||
Other
long-term liabilities
|
1,169
|
1,737
|
|||||
Shareholders’
Equity
|
|||||||
Capital
Stock - $1 par value; 50,000,000 authorized shares; 16,937,523 and
16,255,024
shares issued and outstanding
|
16,938
|
16,255
|
|||||
Additional
paid-in capital
|
59,352
|
31,220
|
|||||
Retained
earnings
|
277,442
|
230,986
|
|||||
Accumulated
other comprehensive income
|
3,445
|
1,789
|
|||||
Total
shareholders' equity
|
357,177
|
280,250
|
|||||
Total
liabilities and shareholders' equity
|
$
|
480,902
|
$
|
400,600
|
2006
|
2005
|
2004
|
||||||||
Net
sales
|
$
|
454,562
|
$
|
356,112
|
$
|
370,237
|
||||
Cost
of sales
|
311,661
|
252,966
|
257,046
|
|||||||
Gross
margin
|
142,901
|
103,146
|
113,191
|
|||||||
Selling
and administrative expenses
|
63,006
|
55,801
|
55,780
|
|||||||
Research
and development expenses
|
24,364
|
19,959
|
20,490
|
|||||||
Restructuring
and impairment charges
|
11,272
|
22,648
|
2,630
|
|||||||
Operating
income
|
44,259
|
4,738
|
34,291
|
|||||||
Equity
income in unconsolidated joint ventures
|
8,563
|
5,251
|
6,097
|
|||||||
Other
income, net
|
3,156
|
886
|
6,131
|
|||||||
Interest
income, net
|
2,353
|
911
|
260
|
|||||||
Income
before income taxes
|
58,331
|
11,786
|
46,779
|
|||||||
Income
tax (benefit) expense
|
11,875
|
(4,654
|
)
|
12,710
|
||||||
Net
income
|
$
|
46,456
|
$
|
16,440
|
$
|
34,069
|
||||
Net
income per share:
|
||||||||||
Basic
|
$
|
2.77
|
$
|
1.01
|
$
|
2.08
|
||||
Diluted
|
2.69
|
0.98
|
1.99
|
|||||||
Shares
used in computing:
|
||||||||||
Basic
|
16,747,444
|
16,306,314
|
16,380,972
|
|||||||
Diluted
|
17,287,837
|
16,724,397
|
17,103,583
|
(Dollars
in thousands)
|
Capital
Stock
|
Additional
Paid-In Capital |
Retained
Earnings
|
Accumulated
Other Comprehensive Income (Loss)
|
Total
Shareholders’ Equity
|
|||||||||||
Balance
at December 28, 2003
|
15,995
|
31,659
|
180,477
|
4,895
|
233,026
|
|||||||||||
Comprehensive
income:
|
||||||||||||||||
Net
income
|
-
|
-
|
34,069
|
-
|
34,069
|
|||||||||||
Other
comprehensive income:
|
||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
3,725
|
3,725
|
|||||||||||
Minimum
pension liability, net of tax
|
-
|
-
|
-
|
123
|
123
|
|||||||||||
Total
comprehensive income
|
37,917
|
|||||||||||||||
Stock
options exercised
|
527
|
10,679
|
-
|
-
|
11,206
|
|||||||||||
Stock
issued to directors
|
14
|
251
|
-
|
-
|
265
|
|||||||||||
Shares
reacquired
|
(51
|
)
|
(2,753
|
)
|
-
|
-
|
(2,804
|
)
|
||||||||
Shares
issued
|
22
|
697
|
-
|
-
|
719
|
|||||||||||
Share
buyback
|
(70
|
)
|
(3,111
|
)
|
-
|
-
|
(3,181
|
)
|
||||||||
Tax
benefit on stock options exercised
|
-
|
4,347
|
-
|
-
|
4,347
|
|||||||||||
Balance
at January 2, 2005
|
16,437
|
41,769
|
214,546
|
8,743
|
281,495
|
|||||||||||
Comprehensive
income:
|
||||||||||||||||
Net
income
|
-
|
-
|
16,440
|
-
|
16,440
|
|||||||||||
Other
comprehensive loss:
|
||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
(6,891
|
)
|
(6,891
|
)
|
|||||||||
Minimum
pension liability, net of tax
|
-
|
-
|
-
|
(63
|
)
|
(63
|
)
|
|||||||||
Total
comprehensive income
|
9,486
|
|||||||||||||||
Stock
options exercised
|
285
|
6,422
|
-
|
-
|
6,707
|
|||||||||||
Stock
issued to directors
|
20
|
256
|
-
|
-
|
276
|
|||||||||||
Shares
reacquired
|
(105
|
)
|
(4,119
|
)
|
-
|
-
|
(4,224
|
)
|
||||||||
Shares
issued
|
25
|
872
|
-
|
-
|
897
|
|||||||||||
Share
buyback
|
(407
|
)
|
(15,492
|
)
|
-
|
-
|
(15,899
|
)
|
||||||||
Tax
benefit on stock options exercised
|
-
|
1,512
|
-
|
-
|
1,512
|
|||||||||||
Balance
at January 1, 2006
|
$
|
16,255
|
$
|
31,220
|
$
|
230,986
|
$
|
1,789
|
$
|
280,250
|
||||||
Comprehensive
income:
|
||||||||||||||||
Net
income
|
-
|
-
|
46,456
|
-
|
46,456
|
|||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
7,579
|
7,579
|
|||||||||||
Minimum
pension liability, net of tax
|
-
|
-
|
-
|
(50
|
)
|
(50
|
)
|
|||||||||
Total
comprehensive income
|
53,985
|
|||||||||||||||
Adjustment
to initially apply SFAS 158, net of tax
|
-
|
-
|
-
|
(5,873
|
)
|
(5,873
|
)
|
|||||||||
Stock
options exercised
|
630
|
17,200
|
-
|
-
|
17,830
|
|||||||||||
Stock
issued to directors
|
8
|
398
|
-
|
-
|
406
|
|||||||||||
Shares
issued
|
45
|
713
|
-
|
-
|
758
|
|||||||||||
Stock-based
compensation expense
|
-
|
4,875
|
-
|
-
|
4,875
|
|||||||||||
Tax
benefit on stock options exercised
|
-
|
4,946
|
-
|
-
|
4,946
|
|||||||||||
Balance
at December 31, 2006
|
$
|
16,938
|
$
|
59,352
|
$
|
277,442
|
$
|
3,445
|
$
|
357,177
|
(Dollars
in thousands)
|
2006
|
2005
|
2004
|
|||||||
Operating
Activities
|
||||||||||
Net
income
|
$
|
46,456
|
$
|
16,440
|
$
|
34,069
|
||||
Adjustments
to reconcile net income to net cash provided by
operating
activities:
|
||||||||||
Depreciation
and amortization
|
19,529
|
16,853
|
18,068
|
|||||||
Stock-based
compensation expense
|
4,875
|
-
|
-
|
|||||||
Deferred
income taxes
|
(9,597
|
)
|
(4,637
|
)
|
3,348
|
|||||
Excess
tax benefit related to stock award plans
|
(4,946
|
)
|
-
|
-
|
||||||
Tax
benefit related to stock award plans
|
-
|
1,512
|
4,347
|
|||||||
Equity
in undistributed income of unconsolidated joint ventures,
net
|
(8,563
|
)
|
(5,251
|
)
|
(6,097
|
)
|
||||
Dividends
received from unconsolidated joint ventures
|
3,351
|
4,018
|
2,745
|
|||||||
Loss
(gain) on disposition / sale of assets
|
-
|
84
|
(947
|
)
|
||||||
Pension
and postretirement benefits
|
(1,731
|
)
|
2,055
|
1,312
|
||||||
Impairment
charges
|
11,272
|
22,648
|
-
|
|||||||
Other,
net
|
(1,210
|
)
|
1,922
|
1,122
|
||||||
Changes
in operating assets and liabilities excluding effects of
acquisition
and disposition of businesses:
|
||||||||||
Accounts
receivable
|
(22,979
|
)
|
(7,197
|
)
|
(3,103
|
)
|
||||
Accounts
receivable from joint ventures
|
133
|
(394
|
)
|
(1,997
|
)
|
|||||
Inventories
|
(25,729
|
)
|
3,106
|
(20,509
|
)
|
|||||
Other
current assets
|
(596
|
)
|
264
|
(1,094
|
)
|
|||||
Accounts
payable and other accrued liabilities
|
23,629
|
(2,926
|
)
|
(206
|
)
|
|||||
Net
cash provided by operating activities
|
33,894
|
48,497
|
31,058
|
|||||||
Investing
Activities
|
||||||||||
Capital
expenditures
|
(23,074
|
)
|
(28,613
|
)
|
(28,131
|
)
|
||||
(Purchase
of) proceeds from short-term investments, net
|
(43,785
|
)
|
4,850
|
(12,594
|
)
|
|||||
Acquisition
of businesses, net of cash acquired
|
-
|
-
|
(3,408
|
)
|
||||||
Proceeds
from sale of property, plant and equipment
|
-
|
-
|
4,773
|
|||||||
Investment
in unconsolidated joint ventures, net
|
(250
|
)
|
-
|
(4,541
|
)
|
|||||
Proceeds
from disposition of business
|
-
|
-
|
49
|
|||||||
Net
cash used in investing activities
|
(67,109
|
)
|
(23,763
|
)
|
(43,852
|
)
|
||||
Financing
Activities
|
||||||||||
Proceeds
from sale of capital stock, net
|
17,830
|
2,483
|
8,402
|
|||||||
Excess
tax benefit related to stock award plans
|
4,946
|
-
|
-
|
|||||||
Proceeds
from issuance of shares to employee stock ownership plan
|
758
|
897
|
719
|
|||||||
Purchase
of stock
|
-
|
(15,899
|
)
|
(3,181
|
)
|
|||||
Net
cash provided by (used in) financing activities
|
23,534
|
(12,519
|
)
|
5,940
|
||||||
Effect
of exchange rate fluctuations on cash
|
1,318
|
(931
|
)
|
(255
|
)
|
|||||
Net
(decrease) increase in cash and cash equivalents
|
(8,363
|
)
|
11,284
|
(7,109
|
)
|
|||||
Cash
and cash equivalents at beginning of year
|
22,001
|
10,717
|
17,826
|
|||||||
Cash
and cash equivalents at end of year
|
$
|
13,638
|
$
|
22,001
|
$
|
10,717
|
||||
Supplemental
disclosure of noncash investing activities
|
||||||||||
Contribution
of shares to fund employee stock ownership plan
|
$
|
954
|
$
|
825
|
$
|
689
|
(Dollars
in thousands)
|
|
December
31,
2006
|
|
January
1,
2006
|
|||
Raw
materials
|
$
|
16,170
|
$
|
12,450
|
|||
Work-in-process
|
8,201
|
8,750
|
|||||
Finished
goods
|
45,871
|
22,302
|
|||||
$
|
70,242
|
$
|
43,502
|
||||
Years
|
||||
Buildings
and improvements
|
10-25
|
|||
Machinery
and equipment
|
5-15
|
|||
Office
equipment
|
3-10
|
(Dollars
in thousands, except per share amounts)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Numerator:
|
||||||||||
Net
Income
|
$
|
46,456
|
$
|
16,440
|
$
|
34,069
|
||||
Denominator:
|
||||||||||
Denominator
for basic earnings per share -
weighted
averages shares
|
16,747,444
|
16,306,314
|
16,380,972
|
|||||||
Effect
of stock options
|
540,393
|
418,083
|
722,611
|
|||||||
Denominator
for diluted earnings per share -
adjusted
weighted-average shares
and
assumed
conversions
|
17,287,837
|
16,724,397
|
17,103,583
|
|||||||
Basic
earnings per share
|
$
|
2.77
|
$
|
1.01
|
$
|
2.08
|
||||
Diluted
earnings per share
|
$
|
2.69
|
$
|
0.98
|
$
|
1.99
|
(Dollars
in thousands)
|
December
31, 2006
|
January
1, 2006
|
|||||
Land
|
$
|
11,860
|
$
|
9,234
|
|||
Buildings
and improvements
|
101,789
|
95,807
|
|||||
Machinery
and equipment
|
126,849
|
104,471
|
|||||
Office
equipment
|
26,515
|
23,942
|
|||||
Equipment
in process
|
16,205
|
18,883
|
|||||
283,218
|
252,337
|
||||||
Accumulated
depreciation
|
(141,490
|
)
|
(120,721
|
)
|
|||
$
|
141,728
|
$
|
131,616
|
(Dollars
in thousands)
|
December
31, 2006
|
January
1, 2006
|
|||||
Trademarks
and patents
|
$
|
1,022
|
$
|
1,022
|
|||
Technology
|
786
|
786
|
|||||
Covenant-not-to-compete
|
625
|
625
|
|||||
2,433
|
2,433
|
||||||
Accumulated
amortization
|
(1,979
|
)
|
(1,669
|
)
|
|||
$
|
454
|
$
|
764
|
(Dollars
in thousands)
|
Printed
Circuit Materials |
High
Performance Foams |
Custom
Electrical
Components |
Other
Polymer Products |
Total
|
|||||||||||
Balance
as of December 28, 2003
|
$
|
-
|
$
|
7,410
|
$
|
-
|
$
|
9,261
|
$
|
16,671
|
||||||
Acquisition
of KF, Inc.
|
-
|
-
|
-
|
2,224
|
2,224
|
|||||||||||
Polyolefin
foams purchase price a
djustment
|
-
|
-
|
-
|
3,033
|
3,033
|
|||||||||||
Balance
as of January 2, 2005 and
January
1, 2006
|
$
|
-
|
$
|
7,410
|
$
|
-
|
$
|
14,518
|
$
|
21,928
|
||||||
Polyester-based
industrial
laminates
impairment
|
-
|
-
|
-
|
(5,013
|
)
|
(5,013
|
)
|
|||||||||
Polyolefin
foams impairment
|
-
|
-
|
-
|
(6,259
|
)
|
(6,259
|
)
|
|||||||||
Balance
as of December 31, 2006
|
$
|
-
|
$
|
7,410
|
$
|
-
|
$
|
3,246
|
$
|
10,656
|
Joint
Venture
|
Location
|
Reportable
Segment
|
Fiscal
Year-End
|
|||||||
Rogers
Inoac Corporation
|
Japan
|
High
Performance Foams
|
October
31
|
|||||||
Rogers
Inoac Suzhou Corporation
|
China
|
High
Performance Foams
|
December
31
|
|||||||
Rogers
Chang Chun Technology Co., Ltd.
|
Taiwan
|
Printed
Circuit Materials
|
December
31
|
|||||||
Polyimide
Laminate Systems, LLC
|
U.S.
|
Printed
Circuit Materials
|
December
31
|
(Dollars
in thousands)
|
|
December
31,
2006
|
|
January
1,
2006
|
|||
Current
assets
|
$
|
57,600
|
$
|
43,946
|
|||
Noncurrent
assets
|
16,804
|
19,426
|
|||||
Current
liabilities
|
20,773
|
17,347
|
|||||
Noncurrent
liabilities
|
2,050
|
4,260
|
|||||
Shareholders’
equity
|
53,258
|
41,765
|
For
the years ended:
|
||||||||||
(Dollars
is thousands)
|
December
31,
2006 |
January
1,
2006 |
January
2,
2005 |
|||||||
Net
sales
|
$
|
109,765
|
$
|
98,678
|
$
|
85,200
|
||||
Gross
profit
|
29,271
|
27,549
|
28,897
|
|||||||
Net
income
|
17,126
|
10,502
|
12,194
|
(Dollars
in thousands)
|
Pension
Benefits
|
Retirement
Health and
Life Insurance Benefits |
|||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Change
in benefit obligation:
|
|||||||||||||
Benefit
obligation at beginning of year
|
$
|
127,027
|
$
|
115,113
|
$
|
10,860
|
$
|
11,271
|
|||||
Service
cost
|
4,534
|
4,168
|
778
|
674
|
|||||||||
Interest
cost
|
6,820
|
6,501
|
565
|
563
|
|||||||||
Actuarial
(gain) loss
|
(4,930
|
)
|
7,014
|
(396
|
)
|
(812
|
)
|
||||||
Benefit
payments
|
(6,198
|
)
|
(5,769
|
)
|
(849
|
)
|
(836
|
)
|
|||||
Plan
amendments
|
302
|
-
|
-
|
-
|
|||||||||
Benefit
obligation at end of year
|
$
|
127,555
|
$
|
127,027
|
$
|
10,958
|
$
|
10,860
|
|||||
Change
in plan assets:
|
|||||||||||||
Fair
value of plan assets at beginning of year
|
$
|
100,197
|
$
|
91,065
|
$
|
-
|
$
|
-
|
|||||
Actual
return on plan assets
|
12,386
|
12,578
|
-
|
-
|
|||||||||
Employer
contributions
|
10,446
|
2,323
|
849
|
836
|
|||||||||
Benefit
payments
|
(6,198
|
)
|
(5,769
|
)
|
(849
|
)
|
(836
|
)
|
|||||
Fair
value of plan assets at end of year
|
$
|
116,831
|
$
|
100,197
|
$
|
-
|
$
|
-
|
|||||
Funded
status
|
$
|
(10,724
|
)
|
$
|
(26,830
|
)
|
$
|
(10,958
|
)
|
$
|
(10,860
|
)
|
|
Postretirement
Health and
|
|||||||||||||||||||
Pension
Benefits
|
Life
Insurance Benefits
|
||||||||||||||||||
(Dollars
in thousands)
|
2006
|
2005
|
2004
|
2006
|
2005
|
2004
|
|||||||||||||
Service
cost
|
$
|
4,534
|
$
|
4,168
|
$
|
3,932
|
$
|
778
|
$
|
674
|
$
|
579
|
|||||||
Interest
cost
|
6,820
|
6,501
|
6,222
|
565
|
563
|
541
|
|||||||||||||
Expected
return of plan assets
|
(8,706
|
)
|
(8,045
|
)
|
(7,069
|
)
|
-
|
-
|
-
|
||||||||||
Amortization
of prior service cost
|
461
|
461
|
626
|
-
|
-
|
-
|
|||||||||||||
Amortization
of net loss
|
565
|
659
|
548
|
162
|
163
|
127
|
|||||||||||||
Curtailment
loss
|
-
|
-
|
794
|
-
|
-
|
-
|
|||||||||||||
Settlement
gain
|
-
|
-
|
(154
|
)
|
-
|
-
|
-
|
||||||||||||
Net
periodic benefit cost
|
$
|
3,674
|
$
|
3,744
|
$
|
4,899
|
$
|
1,505
|
$
|
1,400
|
$
|
1,247
|
|||||||
One
Percentage Point
|
|||||||
Increase
|
Decrease
|
||||||
Effect
on total of service and interest cost
|
$
|
163,393
|
$
|
(142,875
|
)
|
||
Effect
on other postretirement benefit obligations
|
$
|
903,920
|
$
|
(789,915
|
)
|
Current
Target
|
||||||||||
Allocation
|
Plan
Assets at Year-End
|
|||||||||
2007
|
2006
|
2005
|
||||||||
Equity
securities
|
67
%
|
|
68
%
|
|
|
69
%
|
|
|||
Debt
securities
|
33
%
|
|
|
32
%
|
|
|
31
%
|
|
||
Total
|
100
%
|
|
|
100
%
|
|
|
100
%
|
|
||
Pension
Benefits |
Retiree
Health and Life Insurance Benefits
|
||||||
2007
|
$
|
5,481
|
$
|
937
|
|||
2008
|
5,623
|
952
|
|||||
2009
|
5,936
|
915
|
|||||
2010
|
6,377
|
892
|
|||||
2011
|
6,793
|
897
|
|||||
2012-2016
|
43,919
|
4,780
|
|||||
(Dollars
in thousands)
|
2006
|
2005
|
2004
|
|||||||
Domestic
|
$
|
4,230
|
$
|
(578
|
)
|
$
|
40,669
|
|||
International
|
54,101
|
12,364
|
6,110
|
|||||||
Total
|
$
|
58,331
|
$
|
11,786
|
$
|
46,779
|
(Dollars
in thousands)
|
Current
|
Deferred
|
Total
|
|||||||
2006
|
||||||||||
Domestic
|
$
|
12,109
|
$
|
(7,521
|
)
|
$
|
4,588
|
|||
International
|
9,109
|
(1,203
|
)
|
7,906
|
||||||
State
|
254
|
(873
|
)
|
(619
|
)
|
|||||
Total
|
$
|
21,472
|
$
|
(9,597
|
)
|
$
|
11,875
|
|||
2005
|
||||||||||
Domestic
|
$
|
(2,906
|
)
|
$
|
(3,900
|
)
|
$
|
(6,806
|
)
|
|
International
|
2,708
|
225
|
2,933
|
|||||||
State
|
181
|
(962
|
)
|
(781
|
)
|
|||||
Total
|
$
|
(17
|
)
|
$
|
(4,637
|
)
|
$
|
(4,654
|
)
|
|
2004
|
||||||||||
Domestic
|
$
|
5,378
|
$
|
3,243
|
$
|
8,621
|
||||
International
|
3,836
|
(103
|
)
|
3,733
|
||||||
State
|
148
|
208
|
356
|
|||||||
Total
|
$
|
9,362
|
$
|
3,348
|
$
|
12,710
|
(Dollars
in thousands)
|
2006
|
2005
|
|||||
Deferred
tax assets
|
|||||||
Accrued
employee benefits and compensation
|
$
|
9,519
|
$
|
6,528
|
|||
Accrued
postretirement benefits
|
6,316
|
3,020
|
|||||
Intercompany
profit elimination
|
5,554
|
-
|
|||||
Other
postretirement benefits
|
3,269
|
3,580
|
|||||
Investment
in joint ventures, net
|
214
|
-
|
|||||
Tax
credit carryforwards
|
-
|
1,381
|
|||||
Other
|
2,583
|
715
|
|||||
Total
deferred tax assets
|
27,455
|
15,224
|
|||||
Less
deferred tax asset valuation allowance
|
960
|
973
|
|||||
Total
deferred tax assets, net of valuation allowance
|
26,495
|
14,251
|
|||||
Deferred
tax liabilities
|
|||||||
Depreciation
and amortization
|
6,237
|
9,086
|
|||||
Investment
in joint ventures, net
|
-
|
701
|
|||||
Total
deferred tax liabilities
|
6,237
|
9,787
|
|||||
Net
deferred tax asset
|
$
|
20,258
|
$
|
4,464
|
|||
(Dollars
in thousands)
|
2006
|
2005
|
2004
|
|||||||
Tax
expense at Federal statutory income tax rate
|
$
|
20,416
|
$
|
4,125
|
$
|
16,373
|
||||
International
tax rate differential
|
(6,648
|
)
|
(1,617
|
)
|
(56
|
)
|
||||
Foreign
tax credit
|
1,885
|
(1,174
|
)
|
(1,913
|
)
|
|||||
General
business credits
|
(648
|
)
|
(712
|
)
|
(780
|
)
|
||||
Nontaxable
foreign sales income
|
(1,233
|
)
|
(2,365
|
)
|
(2,947
|
)
|
||||
Manufacturer’s
deduction
|
(87
|
)
|
(259
|
)
|
-
|
|||||
State
income tax expense (benefit), net of federal benefit
|
(437
|
)
|
(608
|
)
|
392
|
|||||
Impairment
of nondeductible goodwill
|
1,840
|
-
|
-
|
|||||||
Valuation
allowance change
|
(12
|
)
|
(60
|
)
|
(291
|
)
|
||||
Provision
to return adjustment
|
-
|
(1,956
|
)
|
-
|
||||||
Audit
settlement reserve adjustment
|
(2,800
|
)
|
-
|
-
|
||||||
Other
|
(401
|
)
|
(28
|
)
|
1,932
|
|||||
Income
tax (benefit) expense
|
$
|
11,875
|
$
|
(4,654
|
)
|
$
|
12,710
|
|||
(Dollars
in thousands)
|
December
31,
2006 |
January
1,
2006 |
|||||
Foreign
currency translation adjustments
|
$
|
13,322
|
$
|
5,743
|
|||
Minimum
pension liability, net of $2,431 in deferred taxes in 2005
|
-
|
(3,954
|
)
|
||||
Funded
status of pension plans and other post retirement benefits, net of
$6,053
in deferred taxes in 2006
|
(9,877
|
)
|
-
|
||||
Accumulated
other comprehensive income
|
$
|
3,445
|
$
|
1,789
|
|
December
31,
2006
|
January
1,
2006
|
|||||
Stock
options
|
2,754,456
|
3,400,569
|
|||||
Rogers
Employee Savings and Investment Plan
|
168,205
|
113,817
|
|||||
Rogers
Corporation Global Stock Ownership Plan for Employees
|
374,998
|
400,703
|
|||||
Stock
to be issued in lieu of deferred compensation
|
31,282
|
31,905
|
|||||
Total
|
3,328,941
|
3,946,994
|
December
31,
2006 |
January
1,
2006 |
January
2,
2005 |
||||||||
Options
granted
|
203,679
|
500,499
|
378,029
|
|||||||
Weighted
average exercise price
|
51.09
|
36.91
|
59.08
|
|||||||
Weighted-average
grant date fair value
|
23.52
|
16.51
|
27.96
|
|||||||
Assumptions:
|
|
|||||||||
Expected
volatility
|
38.5%
|
|
39.7%
|
|
37.5%
|
|
||||
Expected
term (in years)
|
6.3
|
6.3
|
6.8
|
|||||||
Risk-free
interest rate
|
4.67%
|
|
2.96%
|
|
4.06%
|
|
||||
Expected
dividend yield
|
-
|
-
|
-
|
Options
Outstanding |
Weighted-Average
Exercise Price Per Share |
Weighted-Average
Remaining Contractual Life in Years |
Aggregate
Intrinsic Value |
||||||||||
Options
outstanding at January 1, 2006
|
2,565,813
|
$
|
34.63
|
||||||||||
Options
granted
|
203,679
|
51.09
|
|||||||||||
Options
exercised
|
(636,579
|
)
|
28.62
|
||||||||||
Options
cancelled
|
(14,282
|
)
|
46.13
|
||||||||||
Options
outstanding at December 31, 2006
|
2,118,631
|
37.94
|
6.6
|
$
|
44,944,499
|
||||||||
Options
exercisable at December 31, 2006
|
1,916,387
|
37.04
|
6.4
|
$
|
42,366,440
|
||||||||
Options
vested or expected to vest at December 31, 2006 *
|
2,112,564
|
37.90
|
6.6
|
$
|
44,719,034
|
||||||||
2006
|
2005
|
2004
|
|||||||||||||||||
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
||||||||||||||
Stock
Options
|
|||||||||||||||||||
Outstanding
at beginning of year
|
2,565,813
|
$
|
34.63
|
2,371,937
|
$
|
32.86
|
2,529,941
|
$
|
26.47
|
||||||||||
Granted
|
203,679
|
51.09
|
500,499
|
36.91
|
378,029
|
59.08
|
|||||||||||||
Exercised
|
(636,579
|
)
|
28.62
|
(284,971
|
)
|
23.53
|
(526,249
|
)
|
20.91
|
||||||||||
Cancelled
|
(14,282
|
)
|
46.13
|
(21,652
|
)
|
39.76
|
(9,784
|
)
|
37.76
|
||||||||||
Outstanding
at year-end
|
2,118,631
|
$
|
37.94
|
2,565,813
|
$
|
34.63
|
2,371,937
|
$
|
32.86
|
||||||||||
Options
exercisable at end of year
|
1,916,387
|
2,502,595
|
1,688,599
|
(Dollars
in thousands, except per share amounts)
|
|||||||
January
1,
2006 |
January
2,
2005 |
||||||
Net
income, as reported
|
$
|
16,440
|
$
|
34,069
|
|||
Less:
Total stock-based compensation expense determined under
Black-Scholes
option pricing model, net of related tax effect
|
7,344
|
9,832
|
|||||
Pro-forma
net income
|
$
|
9,096
|
$
|
24,237
|
|||
Basic
earnings per share
|
|||||||
As
reported
|
$
|
1.01
|
$
|
2.08
|
|||
Pro-forma
|
$
|
0.56
|
$
|
1.48
|
|||
Diluted
earnings per share
|
|||||||
As
reported
|
$
|
0.98
|
$
|
1.99
|
|||
Pro-forma
|
$
|
0.54
|
$
|
1.42
|
· |
Claims
|
· |
Defenses
|
· |
Dismissals
and Settlements
|
· |
Potential
Liability
|
· |
Insurance
Coverage
|
· |
Cost
Sharing Agreement
|
· |
Impact
on Financial Statements
|
(Dollars
in thousands)
|
Printed
Circuit Materials |
High
Performance Foams |
Custom
Electrical Components |
Other
Polymer Products |
Total
|
|||||||||||
2006
|
||||||||||||||||
Net
sales
|
$
|
153,552
|
$
|
103,207
|
$
|
149,364
|
$
|
48,439
|
$
|
454,562
|
||||||
Operating
income (loss)
|
13,295
|
21,817
|
14,744
|
(5,597
|
)
|
44,259
|
||||||||||
Total
assets
|
210,121
|
117,688
|
114,526
|
38,567
|
480,902
|
|||||||||||
Capital
expenditures
|
5,188
|
4,481
|
10,673
|
2,732
|
23,074
|
|||||||||||
Depreciation
|
3,993
|
3,357
|
11,375
|
494
|
19,219
|
|||||||||||
Equity
income in unconsolidated
joint
ventures
|
2,396
|
6,167
|
-
|
-
|
8,563
|
|||||||||||
2005
|
||||||||||||||||
Net
sales
|
$
|
143,278
|
$
|
88,912
|
$
|
79,995
|
$
|
43,927
|
$
|
356,112
|
||||||
Operating
income (loss)
|
19,519
|
24,598
|
(4,311
|
)
|
(35,068
|
)
|
4,738
|
|||||||||
Total
assets
|
185,226
|
88,361
|
103,901
|
23,112
|
400,600
|
|||||||||||
Capital
expenditures
|
3,747
|
2,965
|
16,940
|
4,961
|
28,613
|
|||||||||||
Depreciation
|
4,712
|
3,844
|
6,199
|
1,792
|
16,547
|
|||||||||||
Equity
income in unconsolidated
joint
ventures
|
2,943
|
2,308
|
-
|
-
|
5,251
|
|||||||||||
2004
|
||||||||||||||||
Net
sales
|
172,846
|
79,434
|
69,152
|
48,805
|
370,237
|
|||||||||||
Operating
income (loss)
|
31,971
|
18,940
|
1,738
|
(18,358
|
)
|
34,291
|
||||||||||
Total
assets
|
197,112
|
88,049
|
68,786
|
51,248
|
405,195
|
|||||||||||
Capital
expenditures
|
3,476
|
2,924
|
7,355
|
14,376
|
28,131
|
|||||||||||
Depreciation
|
5,466
|
3,391
|
5,683
|
3,131
|
17,671
|
|||||||||||
Equity
income in unconsolidated
joint
ventures
|
3,266
|
2,831
|
-
|
-
|
6,097
|
Net
Sales
(1)
|
Long-lived
Assets
(2)
|
|||||||||||||||
(Dollars
in thousands)
|
2006
|
2005
|
2004
|
2006
|
2005
|
|||||||||||
United
States
|
$
|
129,884
|
$
|
117,814
|
$
|
130,302
|
$
|
75,913
|
$
|
83,646
|
||||||
Asia
|
228,494
|
165,316
|
165,767
|
44,387
|
35,544
|
|||||||||||
Europe
|
83,487
|
64,674
|
64,768
|
32,084
|
34,354
|
|||||||||||
Other
|
12,697
|
8,308
|
9,400
|
-
|
-
|
|||||||||||
Total
|
$
|
454,562
|
$
|
356,112
|
$
|
370,237
|
$
|
152,384
|
$
|
153,544
|
||||||
(Dollars
in thousands)
|
||||
Purchase
price
|
$
|
3,902
|
||
Less
identified assets and liabilities:
|
||||
Cash
|
495
|
|||
Accounts
receivable
|
255
|
|||
Inventory
|
351
|
|||
Property,
plant and equipment
|
404
|
|||
Intangible
assets
|
800
|
|||
Other
assets
|
93
|
|||
Accounts
payable and other accruals
|
(434
|
)
|
||
Deferred
tax liability
|
(235
|
)
|
||
Other
liabilities
|
(51
|
)
|
||
Goodwill
|
$
|
2,224
|
2006
|
|||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||
April
2, 2006
|
July
2, 2006
|
October
2, 2006
|
December
31, 2006
|
||||||||||
Net
sales
|
$
|
103,131
|
$
|
104,781
|
$
|
123,951
|
$
|
122,699
|
|||||
Cost
of sales
|
66,844
|
70,784
|
85,446
|
88,587
|
|||||||||
Gross
Margin
|
36,287
|
33,997
|
38,505
|
34,112
|
|||||||||
Net
income
|
$
|
12,607
|
$
|
3,997
|
$
|
17,179
|
$
|
12,673
|
|||||
Net
income per share:
|
|||||||||||||
Basic
|
$
|
0.76
|
$
|
0.24
|
$
|
1.02
|
$
|
0.75
|
|||||
Diluted
|
$
|
0.74
|
$
|
0.23
|
$
|
0.99
|
$
|
0.72
|
|||||
2005
|
|||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||
April
3, 2005
|
July
3, 2005
|
October
2, 2005
|
January
1, 2006
|
||||||||||
Net
sales
|
$
|
88,103
|
$
|
84,633
|
$
|
85,391
|
$
|
97,985
|
|||||
Cost
of sales
|
64,699
|
60,256
|
61,072
|
66,939
|
|||||||||
Gross
Margin
|
23,404
|
24,377
|
24,319
|
31,046
|
|||||||||
Net
income (loss)
|
$
|
5,125
|
$
|
(8,813
|
)
|
$
|
9,877
|
$
|
10,251
|
||||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
0.31
|
$
|
(0.54
|
)
|
$
|
0.61
|
$
|
0.63
|
||||
Diluted
|
$
|
0.30
|
$
|
(0.54
|
)
|
$
|
0.59
|
$
|
0.62
|
||||
(Dollars
in thousands)
|
Balance
at
Beginning of Period |
Charged
to
(Reduction of) Costs and Expenses |
Taken
Against Allowance |
Other
(Deductions) Recoveries |
Balance
at End of Period |
|||||||||||
Allowance
for Doubtful Accounts
|
||||||||||||||||
December
31, 2006
|
$
|
1,768
|
$
|
434
|
$
|
(7
|
)
|
$
|
44
|
$
|
2,239
|
|||||
January
1, 2006
|
1,795
|
523
|
(436
|
)
|
(114
|
)
|
1,768
|
|||||||||
January
2, 2005
|
1,446
|
350
|
(33
|
)
|
32
|
1,795
|
||||||||||
– |
pertain
to the maintenance of records that, in reasonable detail, accurately
and
fairly reflect the transactions and dispositions of our
assets;
|
– |
provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with generally
accepted
accounting principles, and that receipts and expenditures are being
made
only in accordance with authorizations of our management;
and
|
– |
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could
have
a material effect on the financial
statements.
|
ROGERS CORPORATION |
ERNST & YOUNG |
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 of Rogers Corporation, as amended, filed
herewith.
|
3b
|
Amended
and Restated Bylaws of Rogers Corporation, effective February
21, 2007
filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed
on February 22, 2007*.
|
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.
|
4c
|
Shareholder
Rights Agreement, dated as of February 22, 2007, between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent,
filed as
Exhibit 4.1 to the Registrant’s Current Report on form 8-K filed on
February 23, 2007.
|
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, December 5, 2002 and October 27, 2006). 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*. The October 27, 2006 amendment
is
filed as Exhibit 10aab herewith.
|
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, December 4, 2002 and October
27, 2006).
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*. The October 27, 2006 amendment is filed as Exhibit
10aab
herewith.
|
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*.
|
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
were filed as
Exhibit 10m-1 and Exhibit 10m-2, respectively to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended January 2, 2005.*
A December
22, 2005 amendment was filed as Exhibit 10m-3 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended January 1, 2006
* and fourth
amendment dated March 31, 2006 was filed as Exhibit 10m-4 to
the
Registrant’s Quarterly Report on Form 10-Q filed May 12,
2006.*
|
|
|
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 was filed as Exhibit 10n to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended January 2, 2005*.
|
10o
|
Rogers
Corporation Pension Restoration Plan** (as amended and restated
March 10,
2004). The March 10, 2004 Rogers Corporation Amended and Restated
Pension
Plan ** was filed as Exhibit 10o to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 28, 2003*.
|
10o-1
|
First
Amendment to Rogers Corporation Amended and Restated Pension
Restoration
Plan**, dated February 27, 2006, filed as Exhibit 10o-1 to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January
1, 2006.* .
|
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 as Exhibit
10r to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended
January 2, 2005*.
|
10r-1
|
Amendment
No. 1 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-1 to Registrant’s Quarterly Report on Form 10-Q filed on
May 9, 2005*.
|
10r-2
|
Amendment
No. 2 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-2 to Registrant’s Quarterly Report on Form 10-Q filed on
August 10, 2005*.
|
10r-3
|
Amendment
No. 3 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-3 to the Registrant’s Current Report on Form 8-K filed on
February 23, 2006*.
|
10r-4
|
Amendment
No. 4 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-4 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended January 1, 2006.* *.
|
10r-5
|
Amendment
No. 5 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-5 to the Registrant’s Quarterly Report on Form 10-Q filed
May 12, 2006.*
|
10r-6
|
Amendment
No. 6 to Summary of Director and Executive Officer Compensation**,
filed
as Exhibit 10r-6 to the Registrant’s Quarterly Report on Form 10-Q filed
November 20, 2006.*
|
10r-7
|
Amendment
No. 7 to Summary of Director and Executive Officer Compensation**,
filed
herewith.
|
10s
|
Form
of 1991 Special Severance Agreement**, filed as Exhibit 10s to
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January
2, 2005*.
|
10t
|
Schedule
of 1991 Special Severance Agreements**, filed as Exhibit 10t
to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January
2, 2005*.
|
10u
|
Form
of Indemnification Agreement for Executives**, filed as Exhibit
99.2 to
the Registrant’s Current Report on Form 8-K on December 14,
2004*.
|
ROGERS
CORPORATION
(Registrant)
|
||
/s/
Dennis M. Loughran
|
/s/
Paul B. Middleton
|
|
Dennis
M. Loughran
|
Paul
B. Middleton
|
|
Vice
President, Finance and Chief Financial Officer
|
Corporate
Controller
|
|
Principal
Financial Officer
|
Principal
Accounting Officer
|
/s/
Robert D. Wachob
|
/s/
Gregory B. Howey
|
|
Robert
D. Wachob
President
and Chief Executive Officer
Director
Principal
Executive Officer
|
Gregory
B. Howey
Director
|
|
/s/
Dennis M. Loughran
|
/s/
Leonard R. Jaskol
|
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
Principal
Financial Officer
|
Leonard
R. Jaskol
Director
|
|
/s/
Paul B. Middleton
|
/s/
Carol R. Jensen
|
|
Paul
B. Middleton
Corporate
Controller
Principal
Accounting Officer
|
Carol
R. Jensen
Director
|
|
/s/
Leonard M. Baker
|
/s/
Eileen S. Kraus
|
|
Leonard
M. Baker
Director
|
Eileen
S. Kraus
Director
|
|
/s/
Walter E. Boomer
|
/s/
William E. Mitchell
|
|
Walter
E. Boomer
Director
|
William
E. Mitchell
Director
|
|
/s/
Charles M. Brennan, III
|
/s/
Robert G. Paul
|
|
Charles
M. Brennan, III
Director
|
Robert
G. Paul
Director
|
|
/s/
Edward L. Diefenthal
|
||
Edward
L. Diefenthal
Director
|
1.
|
The
name by which the corporation shall be known is:
-
|
2.
|
The
purposes for which the corporation is formed are as follows:
-
|
3.
|
The
total number of shares and the par value, if any, of each class of
stock
which the corporation is authorized to issue is as
follows:
|
With
Par Value
|
||||||
Class
of Stock
|
Without
Par Value
Number
of Shares
|
Number
of Shares
|
Par
Value
|
|||
Preferred
|
None
|
None
|
||||
Common
|
700,000
|
None
|
*4.
|
If
more than one class is authorized, a description of each of the different
classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each
class
thereof and any series now
established:
|
*5.
|
The
restrictions, if any, imposed by the articles of organization upon
the
transfer of shares of stock of any class are as
follows:
|
*6.
|
Other
lawful provision, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or
for
limiting, defining, or regulating the powers of the corporation,
or of its
directors or stockholders, or of any class of
stockholders:
|
/s/
Norman L. Greenman
|
|
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
(a)
|
the
700,000 authorized shares of Capital Stock without par value, including
both the outstanding and the unissued shares, shall be changed into
1,050,000 shares of Capital Stock of $1 par value per share in the
ratio
of one and one-half shares of Capital Stock of $1 par value per share
for
each share of Capital Stock without par value, and
|
(b)
|
the
authorized capital stock of the corporation shall be increased from
the
1,050,000 shares of Capital Stock of $1 par value per share resulting
from
such change to 1,500,000 shares of Capital Stock of $1 par value
per
share.
|
VOTED: |
|
That
when such amendment shall have been made effective the Capital Stock
account of the corporation be reduced by the transfer therefrom to
an
account to be designated Paid-in
Surplus
of an amount equal to the excess of the stated amount of the Capital
Stock
immediately before the taking effect of such amendment over the aggregate
par value of the
shares
of Capital Stock to be outstanding immediately
thereafter.
|
/s/
Norman L. Greenman
|
|
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
Name
|
State
of Organization
|
Date
of Organization
|
BEMOL
CORPORATION
|
Massachusetts
|
2/5/69
|
3. |
[DELETED
PURSUANT TO INSTRUCTIONS]
|
VOTED: |
That
Bemol Corporation, a wholly-owned subsidiary of this corporation,
be
merged with and into this corporation in accordance with Section
82 of
Chapter 156B of the General Laws of
Massachusetts,
such
merger
to become effective on December 29, 1975;
and
|
FURTHER
VOTED:
|
That
the appropriate officers of this corporation be, and each of them
hereby
is, authorized and empowered on behalf of this corporation and
in its name
to prepare, or cause to be
prepared,
execute,
acknowledge
and file, or cause to be filed, Articles of Merger under said Section
82
and any and all other documents, instruments and agreements, and
any
amendments
thereto,
and to
take
any and all other actions
which
such officers may, in their discretion, deem necessary or appropriate
in
order to effect the merger of Bemol Corporation into this
corporation,
the
execution
and filing of such documents and the taking of
such
actions to be conclusive evidence of the necessity or appropriateness
thereof.
|
/s/
Norman L. Greenman
|
|
Norman
L. Greenman, President
|
|
/s/
Richard N. Bail
|
|
Richard
N. Bail, Clerk
|
Voted:
|
That
the Restated Articles of Organization of the Corporation, as heretofore
amended, be amended so that the authorized capital stock of the
Corporation shall be increased from 1,500,000
shares
of Capital
Stock
of $1 par value per share to 5,000,000 shares of Capital Stock of
$1 par
value per share.
|
/s/
Harry H. Birkenruth
|
|
Vice
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
Voted:
|
That Article 6 of the Restated Articles of Organization of the Corporation, as heretofore amended, be amended by the addition thereto of the following paragraph: |
/s/
Harry H. Birkenruth
|
|
Vice
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
Voted:
|
That
the Restated Articles of Organization of the Corporation, as
heretofore
amended, be amended so that the authorized capital stock of the
Corporation shall be increased from 5,000,000
shares
of Capital
Stock
of $1 par value per share to 10,000,000 shares of Capital Stock
of $1 par
value per share.
|
/s/
Harry H. Birkenruth
|
|
Vice
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
Name
|
State
of Organization
|
Date
of Organization
|
Soladyne,
Inc.
|
California
|
5/26/76
|
/s/
NL Greenman
|
|
President
|
|
/s/
Richard N. Bail
|
|
Clerk
|
Voted:
|
That Article 6 of the Restated Articles of Organization of the Corporation, as heretofore amended, be amended by the addition thereto of the following two paragraphs |
/s/
NL Greenman
|
|
President
|
|
/s/
David M. Elwood
|
|
Clerk
|
WITHOUT
PAR VALUE STOCKS
|
|
TYPE
|
NUMBER
OF SHARES
|
COMMON
|
|
PREFERRED
|
WITH
PAR VALUE STOCKS
|
||
TYPE
|
NUMBER
OF SHARES
|
PAR
VALUE
|
COMMON
|
10,000,000
|
$1.00
|
PREFERRED
|
WITHOUT
PAR VALUE STOCKS
|
|
TYPE
|
NUMBER
OF SHARES
|
COMMON
|
|
PREFERRED
|
WITH
PAR VALUE STOCKS
|
||
TYPE
|
NUMBER
OF SHARES
|
PAR
VALUE
|
COMMON
|
25,000,000
|
$1.00
|
PREFERRED
|
/s/
Harry H. Birkenruth
|
|
President
|
|
/s/
Robert M. Soffer
|
|
Clerk
|
WITHOUT
PAR VALUE STOCKS
|
WITH
PAR VALUE STOCKS
|
|||
TYPE
|
NUMBER
OF SHARES
|
TYPE
|
NUMBER
OF SHARES
|
PAR
VALUE
|
Common:
|
Common:
|
|||
Preferred:
|
Capital
|
25,000,000
|
$1.00
|
|
Preferred:
|
WITHOUT
PAR VALUE STOCKS
|
WITH
PAR VALUE STOCKS
|
|||
TYPE
|
NUMBER
OF SHARES
|
TYPE
|
NUMBER
OF SHARES
|
PAR
VALUE
|
Common:
|
Common:
|
|||
Preferred:
|
Capital
|
50,000,000
|
$1.00
|
|
Preferred:
|
/s/
Walter E. Boomer
|
|
President
|
|
/s/
Robert M. Soffer
|
|
Clerk
|
Name
|
State
of Organization
|
Date
of Organization
|
||
Durel
Corporation
|
Delaware
|
June
1, 1988
|
/s/
Robert D. Wachob
|
|
President
|
|
/s/
Robert M. Soffer
|
|
Clerk
|
I
hereby approve the within Articles of Merger of Parent and Subsidiary
Corporations and, the filing fee in the amount of $250.00 having
been
paid, said articles are deemed
|
to
have been filed with me this 16th day of December,
2003.
|
LEVEL
|
LEVERAGE
RATIO
|
PRIME
RATE
LOANS
|
LIBOR
RATE LOANS
|
UNUSED
LINE FEE RATE
|
|
|
|
|
|
IV
|
Greater
than
1.50:1.00
|
[*]%
|
[*]%
|
[*]%
|
III
|
Less
than or equal to
1.50:1.00
but greater
than
1.25:1.00
|
[*]%
|
[*]%
|
[*]%
|
|
|
|
|
|
II
|
Less
than or equal to
1.25:1.00
but greater
than
0.75:1.00
|
[*]%
|
[*]%
|
[*]%
|
|
|
|
|
|
I
|
Less
than or equal to
0.75:1.00
|
[*]%
|
[*]%
|
[*]%
|
(i)
|
the
income (or loss) of any Person accrued prior to the date it becomes
a
Subsidiary or is merged into or with Rogers US or a Subsidiary,
except as
otherwise provided in the definition of Pro Forma
Basis;
|
(ii)
|
any
aggregate net gain (or net loss) arising from sales of capital
assets or
from the acquisition or retirement or sale of securities during
such
period, if such gain or loss is treated as an extraordinary item
under
generally accepted accounting
principles;
|
(iii)
|
any
net gain arising from the collection of the proceeds of any life
insurance
policy if such gain is treated as an extraordinary item under generally
accepted accounting principles; and
|
(iv)
|
the
undistributed net income of any Foreign Subsidiary to the extent
Rogers US
is prohibited from repatriating such
income.
|
Interest
Period.
Relative to any LIBOR Rate
Loans:
|
(i)
|
the
Borrowers shall not be permitted to select Interest Periods to
be in
effect at any one time which have expiration dates occurring on
more than
five (5) different dates;
|
(ii)
|
Interest
Periods commencing on the same date for LIBOR Rate Loans comprising
part
of the same advance under this Credit Agreement shall be of the
same
duration;
|
(iii)
|
Interest
Periods for LIBOR Rate Loans in connection with which Borrowers
have or
may incur Hedging Obligations with the Bank shall be of the same
duration
as the relevant periods set under the applicable Hedging
Contracts;
|
(iv)
|
if
such Interest Period would otherwise end on a day which is not
a Business
Day, such Interest Period shall end on the next following Business
Day
unless such day falls in the next calendar month, in which case
such
Interest Period shall end on the first preceding Business Day;
and
|
(v)
|
no
Interest Period may end later than the termination of this Credit
Agreement.
|
|
4.
LETTERS OF CREDIT.
|
(a) |
any
conversion or repayment or prepayment of the principal amount of
any LIBOR
Rate Loans on a date other than the scheduled last day of the Interest
Period applicable thereto, whether pursuant to Section 2.6 or 2.7
or
otherwise;
|
(b) |
any
LIBOR Rate Loans not being continued as, or converted into, LIBOR
Rate
Loans in accordance with the continuation/conversion notice thereof,
or
|
(c) |
any
costs associated with marking to market any Hedging Obligations
that (in
the reasonable determination of the Bank) are required to be
terminated as
a result of any conversion, repayment or prepayment of the principal
amount of any LIBOR Rate Loan on a date other than the scheduled
last day
of the Interest Period applicable thereto, whether pursuant to
Section 2.7
or otherwise;
|
(a) |
pay
directly to the relevant authority the full amount required to
be so
withheld or deducted;
|
(b) |
promptly
forward to the Bank an official receipt or other documentation
satisfactory to the Bank evidencing such payment to such authority;
and
|
(c) |
pay
to the Bank such additional amount or amounts as is necessary to
ensure
that the net amount actually received by the Bank will equal the
full
amount the Bank would have received had no such withholding or
deduction
been required.
|
(a) |
by
reason of circumstances affecting the relevant market, US Dollar
deposits
in the relevant amount and for the relevant Interest Period are
not
available to the Bank in the London interbank market;
or
|
(b) |
by
reason of circumstances affecting the Bank in the London interbank
market,
adequate means do not exist for ascertaining the LIBOR Rate applicable
hereunder to LIBOR Rate Loans of any duration;
or
|
(c) |
the
LIBOR Rate does not adequately and fairly reflect the cost to the
Bank of
funding LIBOR Rate Loans that the Borrowers have
requested,
|
(ii)
|
the
merger or consolidation of two or more Subsidiaries of Rogers
US,
|
(iii)
|
mergers
or consolidations with or stock or asset acquisitions of entities
or
businesses that are in the same or a related line of business as
Rogers US
or any of its Subsidiaries and which have been approved by the
board of
directors or equivalent governing body of the entity or business
to be
acquired; provided that (x) in the case of mergers or consolidations
Rogers US or a Subsidiary is the survivor thereof, (y) no Default
or Event
of Default shall have occurred and be continuing both immediately
before
and immediately after giving effect to such transaction, and (z)
if the
aggregate consideration for such stock or asset acquisition is
$35,000,000
or more, prior to consummating such acquisition Rogers US (A) shall
have
delivered to the Bank projections, prepared based on assumptions
and
otherwise in a manner reasonably satisfactory to the Bank, of the
balance
sheets, statements of income and cash flows of Rogers US and its
Subsidiaries for the forthcoming period of four fiscal quarters
after
giving effect to such acquisition, and (B) based on the projections
referred to in clause (A) above, shall have demonstrated to the
reasonable
satisfaction of the Bank that (x) both immediately before and immediately
after giving effect to such acquisition the Borrowers are and will
be in
compliance with the financial covenants set forth in §9 on a Pro Forma
Basis and (y) the Borrowers can reasonably be expected to remain
in
compliance with the financial covenants set forth in §9 for such
forthcoming period of four fiscal
quarters.
|
ROGERS
CORPORATION
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (BARBADOS) SRL
|
|
By:
__________________________
|
|
Robert
M. Soffer, Manager
|
|
ROGERS
(CHINA) INVESTMENT CO., LTD
|
|
By:
__________________________
|
|
Robert
D. Wachob, Director
|
|
By:
___________________________
|
|
Robert
M. Soffer, Director
|
ROGERS
N.V.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (SUZHOU) CO. LTD.
|
|
By:
__________________________
|
|
Robert
D. Wachob, Director
|
|
By:
___________________________
|
|
Robert
M. Soffer, Director
|
|
CITIZENS
BANK OF CONNECTICUT
|
|
By:
__________________________________
|
|
Patricia
D. Donnelly
|
|
Vice
President
|
$75,000,000.00
|
November
__, 2006
|
ROGERS
N.V.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (BARBADOS) SRL
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
(CHINA) INVESTMENT CO., LTD.
|
|
By:
__________________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
__________________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial
Officer
|
ROGERS
N.V.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (SUZHOU) CO. LTD.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial
Officer
|
Date
|
Amount
of
Loan
|
Amount
of
Principal
Paid
or
Prepaid
|
Balance
of
Principal
Unpaid
|
Notation
Made
By:
|
|||||||||
$25,000,000.00
|
November
__, 2006
|
ROGERS
N.V.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (BARBADOS) SRL
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
(CHINA) INVESTMENT CO., LTD.
|
|
By:
__________________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
__________________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial
Officer
|
ROGERS
N.V.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial Officer
|
|
ROGERS
TECHNOLOGIES (SUZHOU) CO. LTD.
|
|
By:
__________________________
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
By:
___________________________
|
|
Dennis
M. Loughran
|
|
Vice
President-Finance and Chief Financial
Officer
|
Date
|
Amount
of
Loan
|
Amount
of
Principal
Paid
or
Prepaid
|
Balance
of
Principal
Unpaid
|
Notation
Made
By:
|
|||||||||
ROGERS
CORPORATION
|
|||
By:
__________________________
|
|||
Name:
|
|||
Title:
|
9.1
|
Leverage
Ratio
.
|
|||||
(four
consecutive fiscal quarters then ended)
|
||||||
A.
Total Funded Indebtedness:
|
||||||
(1)
|
Indebtedness for borrowed money | |||||
(including notes and bonds): |
$
|
|||||
(2)
|
plus purchase money Indebtedness: |
$
|
||||
(3)
|
plus Indebtedness consisting of reimbursement | |||||
obligations with respect to letters of credit; |
$
|
|||||
(4)
|
plus Indebtedness with respect to Capitalized Leases: | |||||
and Synthetic Leases |
$
|
|||||
(5)
|
Total: |
$
|
||||
B.
EBITDA:
|
||||||
(1)
|
Consolidated Net Income: |
$
|
||||
(2)
|
plus depreciation and amortization and similar | |||||
non-cash charges: |
$
|
|||||
(3)
|
plus income tax expense: |
$
|
||||
(4)
|
plus Consolidated Total Interest Expense: |
$
|
||||
(5)
|
minus net income (or deficit) of joint ventures, | |||||
except to the extent actually received in cash: |
$
|
|||||
(6)
|
Total: |
$
|
||||
C.
Ratio of A(5) to B(6:)
|
||||||
D.
Maximum Permitted Leverage Ratio:
|
|
2.00:1.00
|
||||
9.2
|
Interest
Coverage
Ratio
.
|
|||||
(four
fiscal quarters then ended)
|
||||||
A.
EBITDA (see 9.1(B)):
|
$
|
|||||
B.
Consolidated Total Interest Expense:
|
$
|
|||||
C.
Ratio of A to B:
|
|
:
|
||||
D.
Minimum Required Interest Coverage Ratio:
|
|
3.00:1.00
|
o
|
Overview
|
o
|
Claims
|
o
|
Defenses
|
o
|
Dismissals
and Settlements
|
o
|
Potential
Liability
|
o
|
Insurance
Coverage
|
o
|
Cost
Sharing Agreement
|
o
|
Impact
on Financial Statements
|
o
|
In
2004, the Company became aware of a potential environmental matter
at its
facility in Korea involving possible soil contamination. The initial
assessment on the site has been completed and has confirmed that
there is
contamination. The Company believes that such contamination is historical
and occurred prior to its occupation of the facility. Also, the Company
is
in the process of relocating this operation from Korea to its
manufacturing facility in Suzhou, China. Based on this information
and the
fact that the Company will be finished with the relocation in the
second
half of 2006, the Company believes it is under no current obligation
to
remediate the site and does not believe that it is probable that
it will
be responsible for any future remediation. The Company will continue
to
monitor this issue in the future.
|
o
|
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. In the first quarter of
2006,
the Company increased its estimates of the potential remediation
costs to
a range of between $0.3 million and $1.0 million from its previous
estimates of between $200,000 and $400,000. The Company increased
its
reserve in the first quarter of 2006 to approximate the low end of
its
updated range. In the second quarter of 2006, the Company decided
to
conduct a more thorough investigation of the site to determine the
extent
of the contamination and to develop a more accurate assessment of
the
potential costs associated with any remediation
plan.
|
o
|
In
2005, the Company began to market its manufacturing facility in South
Windham, Connecticut to find potential interested buyers. This facility
was formerly the location of the manufacturing operations of the
Company’s
elastomer component and float businesses prior to the relocation
of these
businesses to Suzhou, China in the fall of 2004. As part of its due
diligence in preparing the site for sale, the Company determined
that
there were several environmental issues at the site and, although
under no
legal obligation to voluntarily remediate the site, the Company believes
that remediation procedures will have to be performed in order to
successfully sell the property. Therefore, the Company obtained an
assessment, which determined that the potential remediation cost
range
would be approximately $0.4 million to $1.0 million. In accordance
with
SFAS 5, the Company determined that the potential remediation would
most
likely approximate the mid-point of this range and recorded a $0.7
million
charge in the fourth quarter of 2005. The timing of any potential
remediation action is largely dependent upon the progress the company
makes in its efforts to sell this facility and no definitive timetable
has
currently been established.
|
o
|
In
the second quarter of 2006, a former customer of the Company’s polyolefin
foam business filed suit against the Company for a multitude of alleged
improprieties, including breach of contract. Although the Company
has not
been formally served in this lawsuit, the Company is currently in
negotiations with this customer and intends to defend itself vigorously
in
this matter. As of the end of the second quarter of 2006, the Company
believes that a loss in this matter is probable and estimates that
the low
end of the potential settlement range approximates $0.7 million,
which has
been accrued.
|
Benefits
That Continue During Severance - Salaried
|
||
Medical
Insurance:
|
Anthem
Blue Cross and Blue Shield
|
|
PPO
Network
|
||
Dental
Insurance:
|
Delta
Dental Plan of New Jersey
|
|
Option
I (5715-01)
|
||
Option
II (5715-02)
|
||
Flexible
Spending Accounts:
|
||
Health
Care Reimbursement
|
||
Dependent
Care Reimbursement
|
Sentinel
Benefits
|
|
Group
Term Life Insurance:
|
Aetna
|
Benefits
That Continue During Retirement -
Salaried:
|
||
Medical
Insurance: Early retirees keep the insurance plan listed above until
age
70
|
||
Medical
Part B Reimbursement:
|
For
the small group of special 1990 retirees (only), payments are made
on a
monthly basis reimbursing them for their Medicare Part B
entitlement.
|
|
Benefits
That Continue During Retirement - Union:
|
||
Medical
Insurance:
|
Early
Union Retirees choose to continue the medical plan listed above until
age
65. Normal contributions are made on a monthly basis.
|
|
Life
Insurance:
|
||
$2,000
Policy
|
Aetna
|
Benefits
That Continue During A Lay-Off Period - Union
|
||
Laid-off
employees that meet certain labor contract requirements can choose
to
continue their medical benefits for a specific period of time,
by paying a
reduced premium, as outlined in their specific labor
contract.
|
||
Medical
Insurance:
|
Anthem
Blue Cross and Blue Shield
|
|
PPO
Network
|
||
Dental
Insurance:
|
Delta
Dental Plan of New Jersey
|
|
Oak
Plan
|
||
Group
Term Life Insurance:
|
Aetna
|
Description
of Item
|
Location
|
Remarks
|
|||
PCB
Soil Contamination
|
Woodstock,
Connecticut
|
The
use of polychlorinated biphenyl (PCB) prior to 1972 resulted in soil
contamination, which was discovered in 1994. The EPA, became involved
when
Borrower voluntarily notified that agency of the situation. Clean
up and
remediation was completed in 2000. The EPA filed a complaint and
assessed
a $281,400 penalty. Borrower is vigorously disputing this penalty
and,
although the EPA’s Environmental Appeals Board has sided with the EPA,
Borrower expects to file an appeal with the Federal Appeals Court.
A
reserve was established for the penalty by the
Borrower.
|
|||
Groundwater
Contamination
|
South
Windham, Connecticut
|
Area
groundwater contamination was discovered and allegations made that
Borrower’s plant was the source. The results of Borrower’s investigation
indicated that there was some minor localized soil contamination
but that
the groundwater contamination came from an old, abandoned off-site
town
dump. The soil contamination was properly removed and disposed of
off-site
in 1980 and 1981.
|
|||
Removal
of Latex
Drying
Pits
|
Woodstock,
Connecticut
|
In
1979 and 1980 the dried latex was removed from the drying pits, and
properly disposed of off-site. The confirmation soil testing was
accomplished and the lagoons were filled in. The DEP was notified
of this.
|
|||
Study
of Local
Landfill
|
Woodstock,
Connecticut
|
In
the mid-1980’s consultants were hired to investigate the possible
contamination of groundwater from Borrower wastes at the Woodstock,
Connecticut landfill. Study confirmed that groundwater contamination
existed, but nothing indicated that Borrower’s wastes contributed anything
above what would be expected from general municipal landfilling and
there
were no environmental violations or fines. The report was submitted
to the
Town of Woodstock, Connecticut and the DEP; the matter is closed.
|
Description
of Item
|
Location
|
Remarks | ||||
Fuel
Oil Spill
|
Woodstock,
Connecticut
|
In 1992 an oil tank overflowed when being filled. The spill was cleaned up in accordance with applicable Environmental Laws and the DEP was notified. | ||||
Removal
of Lagoons
|
Rogers,
Connecticut
|
In 1979 and 1980, two lagoons were cleaned and filled in. Although the project is closed, future soil testing may be required by the DEP. | ||||
Overflow
Tank
|
Rogers,
Connecticut
|
In 1990, an abandoned concrete overflow tank used with pre-1975 plating operations was cleaned and removed in accordance with applicable Environmental Laws and properly disposed of off-site. The DEP was notified. | ||||
Oil
Spills (2)
|
South
Windham, Connecticut
|
In 1992 an oil tank overflowed during filling in one instance and in another a leaking oil tank was discovered. The DEP was notified in both cases and the tank was cleaned and replaced in accordance with applicable environmental laws and properly disposed of off-site. | ||||
Phenol
Spill
|
Manchester,
Connecticut
|
In 1969 and 1970 a phenol bulk tank leaked and spilled onto floor and parking lot. The spill was cleaned up and the bulk tank system was decontaminated and removed in accordance with applicable environmental laws and the tank system and contaminated materials were properly disposed of. |
Description
of Item
|
Location
|
Remarks
|
|
Oil
Spill
|
Manchester, Connecticut |
In
1986 fuel oil overflowed from the tank during filling. The DEP was
notified and the spill was remedied in accordance with applicable
environmental laws.
|
|
Solvent
Contamination of Soil
|
Chandler,
Arizona
|
In 1994 local testing discovered several areas of low-level soil contamination, from Borrower’s prior operations at a plant that is now leased to a third party. Contamination levels do not require agency notification or immediate remediation. | |
Connecticut
Voluntary Remediation Action
|
Rogers,
South Windham and Woodstock, Connecticut
|
Currently, the Rogers, South Windham and Woodstock, Connecticut plants have RCRA interim Part A permitted hazardous waste storage areas. As part of a required closure plan, Connecticut requires that voluntary soil and groundwater evaluations be done and initial reports of results have been submitted to the DEP. These facilities were properly closed pursuant to the requirements of RCRA prior to 1994. |
Rogers
Locations
|
Description
of
Notice
|
Date
Notice
Received
|
Date
Resolved
|
Remarks
|
Chandler,
Arizona
|
Complaint
Arizona
Department
of
Environmental
Quality
(ADEQ)
|
1/9/95
|
2/24/95
|
Even
though Part B storage area had been decommissioned for over a year
and a
closure notice had been sent to the EPA, the ADEQ was not notified
by the
EPA. The ADEQ filed a complaint for not submitting previously required
inspection reports. The situation was clarified and the complaint
was
dropped.
|
Rogers,
Connecticut
|
Notice
of
Violation
(DEP)
|
5/8/95
|
6/13/95
|
Non-contact
cooling water was discharged into sewer and was not clearly indicated
on
the permit conditions. This was corrected and no penalty was
incurred.
|
Chandler,
Arizona
|
Notice
of Deficiency
(Maricopa
County,
Arizona)
|
12/8/95
|
2/28/96
|
Documentation
on air emission correction made. The process was corrected and no
penalty
was incurred.
|
Manchester,
Connecticut
|
Notice
of
Violation
(DEP)
|
2/22/96
|
6/17/96
|
The
Notice of Violation alleged that Borrower failed to submit a compliance
plan for air emissions by 5/1/94. Borrower was not required to submit
plan
and the Notice of Violation was rescinded.
|
Rogers,
Connecticut
|
Notice
of
Violation
(DEP)
|
4/4/96
|
5/2/96
|
A
Notice of Violation was issued because the DEP did not have a discharge
permit renewal application in their files. Borrower proved that the
application was submitted and received on a timely basis. The Notice
of
Violation was dropped.
|
Rogers
Locations
|
Description
of
Notice
|
Date
Notice
Received
|
Date
Resolved
|
Remarks
|
Woodstock,
Connecticut
|
Notice
of
Violation
(DEP)
|
5/30/97
|
6/97
|
A
Notice of Violation was issued alleging that 1996 monitoring results
were
not submitted to the DEP. Certified mail receipts proved that reports
had
been sent and the DEP received them. The matter was
dropped.
|
South
Windham, Connecticut
|
Notice
of
Violation
(DEP)
|
11/24/97
|
12/23/97
|
Stormwater
plan was not updated to reflect personnel changes and changes in
run-off
location. The process was corrected and no penalty was
incurred.
|
Chandler,
Arizona
|
Notice
of Deficiency (Maricopa) County, Arizona)
|
7/28/98
|
8/13/98
|
Inconsistency
in the operations log of chemical usage was corrected and no penalty
was
incurred.
|
Manchester,
Connecticut
|
Notice
of
V
iolation
(DEP)
|
8/28/98
|
10/22/98
|
Stormwater
plan wasn’t updated to reflect personnel changes. The process was
corrected and no penalty was incurred.
|
Chandler,
Arizona
|
Notice
of
Violation
(ADEQ)
|
8/26/98
|
11/5/98
|
Hazardous
waste container had improperly affixed labels, the contingency plan
was
not updated and training records were incomplete. These items were
corrected and no penalty was incurred.
|
Manchester,
Connecticut
|
Notice
of
Violation
(DEP)
|
9/23/98
|
1/5/99
|
Emergency
Response Plan did not reflect recent changes in personnel, job titles,
training requirements and inspection protocols. These items were
corrected
and no penalty was incurred.
|
Woodstock,
Connecticut
|
Notice
of
Violation
(DEP)
|
12/7/98
|
12/18/98
|
There
was improper labeling of hazardous waste containers in the satellite
accumulation area. The process was corrected and no penalty was
incurred.
|
Rogers
Locations
|
Description
of
Notice
|
Date
Notice
Received
|
Date
Resolved
|
Remarks
|
Manchester,
Connecticut
|
Notice
of
Violation
(DEP)
|
12/7/98
|
1/5/99
|
Violation
due to overflow/spill of particulates from baghouse collectors. The
process was corrected and no penalty was incurred.
|
Rogers,
Connecticut
|
Notice
of
Violation
(DEP)
|
12/7/98
|
1/15/99
|
Satellite
hazardous waste containers were not properly sealed and several containers
lacked date information. The process was corrected and no penalty
was
incurred.
|
South
Windham, Connecticut
|
Notice
of
Violation
(DEP)
|
2/8/99
|
3/5/99
|
A
Notice of Violation was issued regarding discharge of wash water
to
leaching field. The issue was resolved and no penalty was
incurred.
|
Rogers,
Connecticut
|
Notice
of
Violation
(DEP)
|
5/98
|
10/9/98
|
A
Notice of Violation was issued because the Site Pollution Prevention
Plan
was not certified by a licensed professional engineer. This was corrected
and no penalty was incurred.
|
Rogers,
Connecticut
|
Notice
of
Violation
(DEP)
|
6/15/99
|
7/14/99
|
A
Notice of Violation was issued alleging that an improper analytical
method
was used by outside testing lab and that the discharges exceeded
pH
limitations. The lab was using the correct test method but recorded
the
wrong reference number. The pH issues were due to faulty pH equipment
and
not to nature of effluent. The equipment was replaced. No penalty
was
incurred.
|
Rogers
Locations
|
Description
of
Notice
|
Date
Notice
Received
|
Date
Resolved
|
Remarks
|
Manchester,
Connecticut
|
Notice
of
Violation
(DEP)
|
10/4/99
|
10/29/99
|
A
Notice of Violation was issued to force installation of an in-line
flow
meter on discharges of non-contact cooling water to sewer. In-line
flow
meters were installed and no penalty was incurred.
|
Chandler,
Arizona
|
Notice
of Violation
(Maricopa
County,
Arizona)
|
7/24/00
|
8/1/00
|
Maricopa
County required additional information on chemical usage and throughput
to
the plant’s thermal oxidizer. This was supplied and no penalty was
incurred.
|
Chandler,
Arizona
|
Voluntary
Submission of
Possible
TSCA
Violation
|
11/3/00
|
11/25/00
|
Discovery
that one constituent of a product imported from Japan was not on
public
TSCA listing prompted a notice to the EPA of a probable violation
with
imports over past several years. It was determined that the item
was
listed on a confidential listing. Borrower has resumed importation
of the
material with EPA's agreement.
|
NOTE:
|
The
disclosure of information on any part of this Schedule 6.17 is
deemed to
be disclosure of such information on all other relevant portions
of this
schedule.
|
Subsidiary
Name
|
Place
of Incorporation
|
KF,
Inc.
|
South
Korea
|
Rogers
(China) Investment Co., Ltd
|
Peoples
Republic of China
|
Rogers
Circuit Materials, Incorporated
|
Delaware
|
Rogers
GmbH
|
Germany
|
Rogers
Induflex, N.V.
|
Belgium
|
Rogers
Japan, Inc.
|
Delaware
|
Rogers
KF, Inc.
|
Delaware
|
Rogers
Korea, Inc.
|
Delaware
|
Rogers
L-K Corp.
|
Delaware
|
Rogers
N.V.
|
Belgium
|
Rogers
S.A.
|
France
|
Rogers
(Shanghai) International Trading Co., Ltd.
|
Peoples
Republic of China
|
Rogers
Southeast Asia, Inc.
|
Delaware
|
Rogers
Specialty Materials Corporation
|
Delaware
|
Rogers
Taiwan, Inc.
|
Delaware
|
Rogers
Technologies (Barbados) SRL
|
Barbados
|
Rogers
Technologies Singapore, Inc.
|
Delaware
|
Rogers
Technologies (Suzhou) Company Ltd.
|
Peoples
Republic of China
|
Rogers
(UK) Ltd.
|
England
|
TL
Properties, Inc.
|
Arizona
|
World
Properties, Inc.
|
Illinois
|
Joint
Venture Corporations
(all 50% owned by vote)
|
Place
of Incorporation
|
Rogers
Chang Chun Technology Co., Ltd.
|
Taiwan
|
Rogers
Inoac Corporation
|
Japan
|
Rogers
Inoac Suzhou Corporation
|
Peoples
Republic of China
|
Polyimide
Laminate Systems, LLC
|
Delaware
|
Holder
|
Asset
|
|
Bayer
Polymers LLC
|
consigned
polyol inventory
|
|
100
Bayer Road
|
||
Pittsburgh
PA 15205-9741
|
||
Facilitec,
Inc.
|
furniture
|
Investment In: | Investment Value (US$): | |
Rogers
Inoac Corporation Technology Co. Ltd.
|
341,417
|
|
Rogers
Chang Chun
|
42,419
|
|
Rogers
Inoac Suzhou Co. Ltd
|
0
|
|
Rogers
L-K Corp.
|
2,437,192
|
|
TL
Properties, Inc.
|
1,000
|
|
World
Properties, Inc
|
103,494
|
|
Rogers
Specialty Materials Corporation
|
1,000
|
|
Polyimide
Laminate Sys
|
39,979
|
|
Rogers
Technologies (Barbados) SRL
|
2,468,389
|
|
Rogers
NV
|
480,493
|
|
Rogers
Induflex NV
|
5,183,474
|
|
Rogers
Japan Inc.
|
1,000,100
|
|
Rogers
Southeast Asia
|
100
|
|
Rogers
Taiwan Inc.
|
100
|
|
Rogers
Korea Inc
|
1,000
|
|
Rogers
Tech Singapore
|
1,000
|
|
Rogers
Circuit Materials
|
1,000
|
|
Rogers
China
|
1,000
|
|
Rogers
Technologies Suzhou Company, Ltd
|
8,064
|
|
Rogers
KF
|
10
|
|
Note
Receivable from Rogers Technologies (Barbados) SRL
|
30,375,000
|
Investments
by Rogers Technologies (Barbados) SRL
|
||
Investment
In
:
|
Investment
Value (US$):
|
|
Rogers
Technologies (China) Inc., Ltd
|
32,200,000
|
|
Investments
by Rogers Technologies (China) Inc., Ltd
|
||
Investment
In:
|
Investment
Value (US$):
|
|
Rogers
Technologies (Suzhou) Inc., Ltd
|
29,000,000
|
|
Rogers
Technologies (Shanghai) Inc., Ltd
|
200,000
|
1.
|
Effective
as of December 18, 2006, Section 2 is amended by deleting said Section
2
in its entirety and substituting therefor the
following:
|
||
“2.
|
Right
to Defer. For each calendar year beginning on or after January 1,
2000,
each Director may elect to defer payment of up to one-hundred percent
(100%) of each of (i) the portion of (A) the annual retainer fee
or (B)
the meeting fees, if any, payable to such Director in shares of capital
stock, $1 par value (the “Stock”) of the Company (the “Stock Fees”) and/or
(ii) the portion of (A) the annual retainer fee (for calendar years
beginning on or after January 1, 2007) or (B) the meeting fees, if
any,
payable to such Director in cash, for service as a Director of the
Company
during such calendar year.”
|
||
2.
|
Except
as so amended, the Plan in all other respects is hereby
confirmed.
|
ROGERS
CORPORATION
|
|
By
:
/s/ Robert M. Soffer
|
|
Robert
M. Soffer
|
|
Vice
President, Treasurer and Secretary
|
Audit
Committee Chairperson*
|
$45,000
|
Compensation
and Organization Committee Chairperson
|
$42,500
|
Lead
Director*
|
$50,000
|
Nominating
and Governance Committee Chairperson
|
$40,000
|
Finance
Committee Chairperson
|
$40,000
|
Safety
and Environment Committee Chairperson
|
$38,500
|
Each
Other Non-Management Director
|
$35,000
|
Committee
Chairpersons
|
$1,500
|
Committee
Members
|
$1,000
|
Telephone
Meetings
|
50%
of the fee entitled had the meeting been held in person
|
Executive
Officer
|
Annual
Salary
5/29/06(1)
|
Annual
Salary
Effective
3/19/07
|
|||||
|
|
|
|||||
Robert
D. Wachob
|
$
|
433,004
|
$
|
475,020
|
|||
President
and Chief Executive Officer
|
|||||||
|
|||||||
Dennis
M. Loughran
|
|||||||
Vice
President Finance and Chief Financial Officer
|
$
|
260,000
|
$
|
273,000
|
|||
|
|||||||
|
|||||||
Robert
C. Daigle
|
$
|
225,524
|
$
|
242,502
|
|||
Vice
President, R&D and
|
|||||||
Chief
Technology Officer
|
|||||||
|
|||||||
John
A. Richie
|
$
|
201,032
|
$
|
215,436
|
|||
Vice
President, Human
Resources
|
|||||||
|
|||||||
Robert
M. Soffer
|
$
|
193,362
|
$
|
201,994
|
|||
Vice
President, Treasurer and
Secretary
|
|||||||
|
|||||||
Paul
B. Middleton
|
$
|
186,056
|
$
|
193,596
|
|||
Corporate
Controller
|
Executive
Officer
|
Bonus
Amount at 300% Level
|
|||
|
||||
Robert
D. Wachob
|
$
|
909,308
|
||
President
and Chief Executive Officer
|
||||
|
||||
Dennis
M. Loughran
|
$
|
312,000
|
||
Vice
President Finance and
Chief
Financial Officer
|
||||
|
||||
Robert
C. Daigle
|
$
|
271,939
|
||
Vice
President, R&D and
Chief
Technology Officer
|
||||
|
||||
John
A. Richie
|
$
|
211,384
|
||
Vice
President, Human Resources
|
||||
|
||||
Robert
M. Soffer
|
$
|
145,665
|
||
Vice
President, Treasurer and Secretary
|
||||
|
||||
Paul
B. Middleton (1)
|
$
|
139,601
|
||
Corporate
Controller
|
2006
|
2007
|
|||||||||
Executive
Officer
|
Number
of Shares in
Non-Qualified
Stock
Option Grant
|
Number
of Shares
in
Incentive
Stock
Option Grant
|
Number
of Shares in Non-Qualified
Stock
Option Grant
|
|||||||
|
|
|
||||||||
Robert
D. Wachob
|
33,500
|
4,000
|
33,550
|
|||||||
President
and Chief Executive
|
||||||||||
Officer
|
||||||||||
|
||||||||||
Dennis
M. Loughran
|
9,000
|
6,000
|
10,350
|
|||||||
Vice
President Finance and
Chief
Financial Officer
|
||||||||||
|
||||||||||
Robert
C. Daigle
|
2,600
|
6,000
|
10,350
|
|||||||
Vice
President, R&D and
Chief
Technology Officer
|
||||||||||
|
||||||||||
|
||||||||||
John
A. Richie
|
1,900
|
6,000
|
8,550
|
|||||||
Vice
President, Human Resources
|
||||||||||
|
||||||||||
Robert
M. Soffer
|
0
|
5,750
|
6,200
|
|||||||
Vice
President, Treasurer and
Secretary
|
||||||||||
|
||||||||||
Paul
B. Middleton
|
0
|
5,750
|
6,200
|
|||||||
Corporate
Controller
|
||||||||||
Executive
Officer
|
|
Target
Number of Shares in 2006
|
|
Target
Number of Shares in 2007
|
|
|
|
|
|
||
Robert
D. Wachob
|
|
|
7,000
|
5,200
|
|
President
and Chief Executive Officer
|
|
|
|
||
Dennis
M. Loughran
|
2,500
|
(1)
|
1,450
|
||
Vice
President Finance and Chief Financial Officer
|
|||||
|
|
|
|
||
Robert
C. Daigle
|
|
|
1,600
|
1,450
|
|
Vice
President, R&D and
Chief
Technology Officer
|
|
|
|
||
|
|
|
|
||
John
A. Richie
|
|
|
1,450
|
1,350
|
|
Vice
President, Human Resources
|
|
|
|
||
|
|
|
|
||
Robert
M. Soffer
|
|
|
1,050
|
1,000
|
|
Vice
President, Treasurer and
Secretary
|
|
|
|
||
|
|
|
|
||
Paul
B. Middleton
|
|
|
1,050
|
1,000
|
|
Corporate
Controller
|
|
|
|
Final
Average
|
Years
of Service
|
||||||
Earnings
(3)
|
5
years
|
10
years
|
15
years
|
20
years
|
25
years
|
30
years
|
35
years
|
$125,000
|
$9,930
|
$19,860
|
$29,790
|
$39,710
|
$49,640
|
$59,570
|
$62,700
|
150,000
|
12,120
|
24,230
|
36,350
|
48,460
|
60,580
|
72,700
|
76,450
|
175,000
|
14,300
|
28,610
|
42,910
|
57,210
|
71,520
|
85,820
|
90,200
|
200,000
|
16,490
|
32,980
|
49,470
|
65,960
|
82,450
|
98,950
|
103,950
|
225,000
|
18,680
|
37,360
|
56,040
|
74,710
|
93,390
|
112,070
|
117,700
|
250,000
|
20,870
|
41,730
|
62,600
|
83,460
|
104,330
|
125,200
|
131,450
|
275,000
|
23,050
|
46,110
|
69,160
|
92,210
|
115,270
|
138,320
|
145,200
|
300,000
|
25,240
|
50,480
|
75,720
|
100,960
|
126,200
|
151,450
|
158,950
|
325,000
|
27,430
|
54,860
|
82,290
|
109,710
|
137,140
|
164,570
|
172,700
|
350,000
|
29,620
|
59,230
|
88,850
|
118,460
|
148,080
|
177,700
|
186,450
|
375,000
|
31,800
|
63,610
|
95,410
|
127,210
|
159,020
|
190,820
|
200,200
|
400,000
|
33,990
|
67,980
|
101,970
|
135,960
|
169,950
|
203,950
|
213,950
|
425,000
|
36,180
|
72,360
|
108,540
|
144,710
|
180,890
|
217,070
|
227,700
|
450,000
|
38,370
|
76,730
|
115,100
|
153,460
|
191,830
|
230,200
|
241,450
|
475,000
|
40,550
|
81,110
|
121,660
|
162,210
|
202,770
|
243,320
|
255,200
|
500,000
|
42,740
|
85,480
|
128,220
|
170,960
|
213,700
|
256,450
|
268,950
|
(1)
|
Benefits
are calculated on a single life annuity basis.
|
(2)
|
Federal
law limits the amount of benefits payable under tax-qualified plans,
such
as the Rogers Corporation Defined Benefit Pension Plan. Rogers has
adopted
a non-qualified retirement plan (the “Pension Restoration Plan”) for: (i)
the payment of amounts to all plan participants who may be affected
by
such federal benefit limitations and other plan provisions; and (ii)
the
payment of supplemental amounts to certain senior executives specified
by
the Compensation and Organization Committee of the Board of Directors.
In
general, the total pension benefit due an individual will be actuarially
equivalent to the amount calculated under Rogers’ qualified pension plan
as if such federal benefit limitations did not exist, as if covered
compensation included amounts deferred under a deferral plan, and
for
certain senior executives specified by the Compensation and Organization
Committee of the Board of Directors, as if covered compensation included
bonuses paid on or after January 1, 2004, as described in footnote
3
below. Accordingly, the benefits shown have not been reduced by such
limitations or provisions.
|
(3)
|
Final
average earnings is the average of the highest consecutive five of
the
last ten years’ annual earnings as of June 1 of each year. Covered
compensation includes only salary, whether or not deferred under
a
deferral plan, and for certain senior executives over age 55 that
have
been specified by the Compensation and Organization Committee of
the Board
of Directors, including Messrs. Wachob, Richie, and Soffer, covered
compensation under the Pension Restoration Plan also includes bonuses
paid
on or after January 1, 2004, and will include bonuses paid before
January
1, 2004 in the event of their death, disability, or termination of
employment that results in the payment of severance. If there is
a change
in control of Rogers, covered compensation under the Pension Restoration
Plan for these senior executives and for certain additional senior
executives that have been specified by the Compensation and Organization
Committee of the Board of Directors will also include bonuses paid
before
January 1, 2004. If there is a change in control of Rogers, the Pension
Restoration Plan provides that benefits payable under such plan shall
be
reduced to an amount so that such benefits would not constitute so-called
“excess parachute payments” under applicable provisions of the Internal
Revenue Code of 1986. As of January 1, 2007, the five-year average
earnings for Messrs. Wachob, Daigle, Richie, Soffer and Middleton,
and
their estimated years of credited service are: Mr. Wachob, $539,091
and 23
years; Mr. Daigle, $199,170 and 19 years; Mr. Richie, $232,008 and
30
years; Mr. Soffer, $214,242 and 28 years and Mr. Middleton $168,948
and 6
years. As of January 1, 2007, in the case of Mr. Loughran, earnings
for
calculating his pension would currently be based on average earnings
of
$260,000 and one year of service.
|
Company
|
Percentage
of
Voting Securities Owned |
Jurisdiction
of
Incorporation or Organization |
Rogers
L-K Corp.
|
100%
|
Delaware
|
Rogers
Japan Inc.
|
100%
|
Delaware
|
Rogers
Southeast Asia, Inc.
|
100%
|
Delaware
|
Rogers
Taiwan, Inc.
|
100%
|
Delaware
|
Rogers
Korea, Inc
|
100%
|
Delaware
|
Rogers
China, Inc.
|
100%
|
Delaware
|
Rogers
Technologies Singapore, Inc.
|
100%
|
Delaware
|
Rogers
Specialty Materials Corporation
|
100%
|
Delaware
|
Rogers
Circuit Materials Incorporated
|
100%
|
Delaware
|
Rogers
Technologies (Suzhou) Co., Ltd.
|
100%
|
China
|
TL
Properties, Inc.
|
100%
|
Arizona
|
World
Properties, Inc.
|
100%
|
Illinois
|
Rogers
Technologies (Barbados) SRL
|
100%
|
Barbados
|
Rogers
Induflex N.V.
|
100%
|
Belgium
|
Rogers
N.V.
|
100%
|
Belgium
|
Rogers
GmbH
|
100%
|
Germany
|
Rogers
(U.K.) Ltd.
|
100%
|
England
|
Rogers
S.A.
|
100%
|
France
|
Rogers
(Shanghai) International Trading Co. Ltd.
|
100%
|
China
|
Rogers
(Shanghai) International Trading Co. Ltd. - Shenzen Branch
|
100%
|
China
|
Rogers
KF, Inc.
|
100%
|
Delaware
|
KF,
Inc.
|
100%
|
Korea
|
Rogers
Inoac Corporation *
|
50%
|
Japan
|
Rogers
Inoac Suzhou Corporation *
|
50%
|
China
|
Polyimide
Laminate Systems, LLC *
|
50%
|
Delaware
|
Rogers
Chang Chun Technology Co. Ltd. *
|
50%
|
Taiwan
|
National
Economic Research Associates, Inc.
|
|
By:
/
s/
Denise Martin
|
|
Name:
Denise Martin
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Title:
Senior Vice President
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MARSH
USA, INC.
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By:
/s/ John H. Denton
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Name:
John H. Denton
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Title:
Senior Vice President
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1. |
I
have reviewed this annual report on Form 10-K of Rogers
Corporation;
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2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4. |
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a. |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b. |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c. |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d. |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5. |
The
registrant's other certifying officers and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent
functions):
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a. |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
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b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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/s/
Robert D. Wachob
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Robert
D. Wachob
President
and Chief Executive Officer
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1. |
I
have reviewed this annual report on Form 10-K of Rogers
Corporation;
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2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4. |
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b. |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c. |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d. |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5. |
The
registrant's other certifying officers and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent
functions):
|
a. |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
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b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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/s/
Dennis M. Loughran
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Dennis
M. Loughran
Vice
President, Finance and Chief Financial
Officer
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/s/
Robert D. Wachob
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Robert
D. Wachob
President
and Chief Executive Officer
February
27, 2007
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/s/
Dennis M. Loughran
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Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
February
27, 2007
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