SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-4347
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Rogers Employee Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Rogers Corporation
P.O. Box 188
One Technology Drive
Rogers, Connecticut 06263-0188
REQUIRED INFORMATION
Financial Statements
--------------------
The following Plan financial statements and schedule prepared in accordance with
the financial reporting requirements of the Employee Retirement Income Security
Act of 1974 are filed herewith, as permitted by Item 4 of Form 11-K:
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004
Statements of Changes in Net Assets Available for Benefits for each of the years
ended December 31, 2005 and 2004
Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Exhibit
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Exhibit 23 - Consent of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report on Form 11-K to be signed on its behalf by the
undersigned hereunto duly authorized.
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
/s/ Dennis M. Loughran
-----------------------------------------------------
Dennis M. Loughran
Vice President, Finance and Chief Financial Officer
June 29, 2006
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2005
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rogers Employee Savings and Investment Plan Committee and Participants
Rogers Corporation
We have audited the accompanying statements of net assets available for benefits
of Rogers Employee Savings and Investment Plan as of December 31, 2005 and 2004,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2005 and 2004, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2005, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
ERNST & YOUNG LLP
Boston, Massachusetts
June 20, 2006
1
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31,
2005 2004
---------------------------------------
Assets:
Investments (Note C):
At fair value $ 47,995,580 $ 47,642,767
At contract value 25,420,357 26,240,137
Participant loans 1,446,241 1,560,768
---------------------------------------
Net assets available for benefits $ 74,862,178 $ 75,443,672
=======================================
See notes to financial statements.
2
Rogers Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31,
2005 2004
-----------------------------------
Additions:
Interest $ 962,786 $ 867,823
Net appreciation in fair value of investments (Note C) 714,529 2,832,841
-----------------------------------
1,677,315 3,700,664
Contributions:
Participant 4,470,662 4,502,848
Employer 1,039,334 1,008,193
Rollovers 231,581 873,795
-----------------------------------
5,741,577 6,384,836
Transferred Assets from the Durel Corporation Voluntary Investment Plan -- 6,421,068
-----------------------------------
Total additions 7,418,892 16,506,568
-----------------------------------
Deductions:
Distributions to participants 7,972,983 5,417,575
Administrative expenses 27,403 23,119
-----------------------------------
Total deductions 8,000,386 5,440,694
-----------------------------------
Net increase (decrease) (581,494) 11,065,874
Net assets available for benefits:
Beginning of year 75,443,672 64,377,798
-----------------------------------
End of year $ 74,862,178 $ 75,443,672
===================================
See notes to financial statements.
3
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2005 and 2004
NOTE A - DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan (the Plan or RESIP) is a
contributory defined contribution plan covering all regular U.S. employees who
have completed at least one month of continuous service. The plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
On April 1, 2004, Prudential Financial, Inc. (Prudential) completed an
acquisition of the retirement business of CIGNA Corporation. As a result of this
transaction, the Plan's recordkeeper and custodian functions are now being
performed by businesses controlled by or affiliated with Prudential.
Participants may contribute up to the lesser of $14,000 in 2005 and $13,000 in
2004 or their annual compensation less FICA taxes.
All participants, except those in collective bargaining units, are eligible to
receive matching Rogers Corporation (the "Company") contributions. The Company
may contribute any factor from 0% to 50% of each participant's contribution, as
determined by the Board of Directors. The Company contributed 50% of the first
5% of each participant's annual compensation in 2005 and 2004. All contributions
are participant directed.
Participants may borrow from their fund accounts a minimum of $1,000 and a
maximum equal to the lesser of $50,000 subject to certain IRS restrictions, or
50 percent of their vested account balance. Loan terms range from one month to
five years or up to fifteen years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined periodically by
the Plan administrator. Principal and interest are paid ratably through payroll
deductions.
Each participant's account reflects the individual's pretax contribution, the
Company's contribution (if applicable), an allocation of Plan earnings, and
rollovers (if applicable). Total earnings by fund are allocated daily to
individual accounts.
Participants are 100% vested in their contributions and to the extent a
participant is not eligible for retirement he or she is vested as to the
Company's contributions at 25% after two years of continuous service, increased
by 25% for each additional year of continuous service up to 100%. Upon early
retirement, normal retirement, total disability, as defined by the Plan, death,
or ceasing to be an Employee of the Company and a participant in the Plan on or
after December 1, 2002 as a result of becoming an employee of a joint venture in
which the Company has at least 30% ownership, a participant is 100% vested as to
the Company's contributions. Any nonvested participant who is terminated and not
re-employed with the Company within five years of termination forfeits his or
her interest in the nonvested portion of the Company's contributions. If
re-employed within five years, the participant will recover his or her rights in
this nonvested portion.
Forfeitures used to offset Company contributions and administrative expenses
were $72,097 and $69,218 during 2005 and 2004, respectively. The forfeiture
balance at December 31, 2005 and 2004 was $15,191 and $7,056, respectively.
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
Company contributions can be drawn upon after five years in the Plan and a
participant can withdraw funds for any reason upon reaching age 59-1/2. Upon
early retirement, normal retirement, total disability, as defined by the Plan,
death, or any other termination of employment, a participant may receive the
value of the vested portion of his or her total account offset by any
outstanding Plan loans.
4
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE A - DESCRIPTION OF THE PLAN (continued)
Effective January 1, 2004, the Durel Corporation Voluntary Investment Plan was
merged into the Rogers Employee Savings and Investment Plan. All participants
employed by Durel immediately prior to Durel's becoming a wholly owned
subsidiary of Rogers Corporation in 2003, will be credited with their entire
period of service with Durel, and any predecessor entity in interest thereof,
for purposes of determining the employee's vesting service.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their accounts.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are reported on the accrual basis.
Valuation of Investments
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the plan year. Investments in
pooled separate accounts are stated at fair value based on the year end market
value of each unit held, which is based upon the market value of the underlying
assets of the funds less investment management fees and asset charges.
The investment in Prudential's Guaranteed Income Fund is valued at contract
value as estimated by Prudential, which approximates market. Contract value
represents contributions made under the contract plus interest at the contract
rate, less funds used to pay termination benefits, in-service withdrawals, and
to pay for the insurance company's administrative expenses. The interest rate
for Prudential's guaranteed long-term fund is determined twice a year and is
guaranteed not to change for six months. The average interest rate was 3.7% for
2005 and 3.0% for 2004. The average crediting interest rate was 3.50% in both
2005 and 2004.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Administrative Expenses
The majority of the costs and expenses incurred in connection with the operation
of the Plan have been borne by Rogers Corporation.
5
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
(continued)
NOTE C - INVESTMENTS
The following presents investments that represent five percent or more of the
Plan's net assets.
December 31,
2005 2004
------------------------------------
Guaranteed Income Fund $25,420,357 $26,240,137
Fidelity Equity-Income II Account 6,827,813 7,175,469
Rogers Corporation Common Stock 14,990,084 16,730,448
International Equity/Julius Baer 4,827,505 3,943,179
During the years ended December 31, 2005 and 2004, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
2005 2004
------------------------------------
Pooled Separate Accounts $2,167,626 $2,890,342
Rogers Corporation Common Stock (1,453,097) (57,501)
------------------------------------
$714,529 $2,832,841
====================================
NOTE D - TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2005 and 2004, the Plan entered into the
following transactions with parties-in-interest:
2005 2004
-----------------------------------------------------------------
Shares Amount Shares Amount
-----------------------------------------------------------------
Rogers Corporation:
Purchases of capital stock 66,819.23468 $2,457,463 105,187.255 $5,252,228
Sales of capital stock, at market value 72,401.43688 2,743,465 129,594.635 6,668,574
NOTE E - RISKS AND UNCERTAINITES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
NOTE F - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated October 16, 2002, that the Plan qualifies under Section 401(a) of the
Internal Revenue Code (IRC) and is, therefore, not subject to tax under present
income tax law. Subsequent to this issuance of the determination letter, the
Plan was amended. Once qualified, the Plan, as amended, is required to operate
in conformity with the IRC to maintain its qualification. The RESIP Committee is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
6
SCHEDULE H, LINE 4i: SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN NO: 06-0513860 PLAN NO: 006
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2005
Description of Investment -
Including Maturity Date
Identity of Issue Rate of Interest, Current
or Borrower Par or Maturity Value Value
--------------------------------------------------------------------------------------------------------------------
Equity Funds
Prudential Pooled Separate Accounts:*
Small Cap Growth/TimesSquare 102,553.7732 units of participation $ 2,142,283
Fidelity Equity-Income II Account 118,169.1521 units of participation 6,827,813
Dryden S&P 500 Index Account 49,454.2734 units of participation 3,453,477
Large Cap Growth/Goldman Sachs 172,105.5732 units of participation 1,862,684
Mid Cap Value/Wellington Mgmt 191,139.4605 units of participation 3,506,792
Small Cap Value/TS & W 159,629.4030 units of participation 2,664,741
Mid Cap Growth/Artisan Partners 174,852.3572 units of participation 1,930,512
Lifetime 20 Fund 77,043.3094 units of participation 1,154,828
Lifetime 30 Fund 37,418.7604 units of participation 562,435
Lifetime 40 Fund 132,525.2869 units of participation 1,958,075
Lifetime 50 Fund 48,077.9638 units of participation 712,808
Lifetime 60 Fund 12,310.6888 units of participation 182,537
Oakmark Equity & Income Class 1 43,962.5840 units of participation 1,175,395
International Equity/Julius Baer 251,414.3776 units of participation 4,827,505
LN AP Fund 0 units of participation 69
-----------------
32,961,954
Fixed Income Funds
Guaranteed Income Fund* 950,321.8708 units of participation 25,420,357
Corp Bond/BSAM Fund 2,815.5703 units of participation 43,542
Rogers Stock Fund
Rogers Corporation* - Common Stock 382,595.3086 shares 14,990,084
Loan Fund
Participant loans * Participant loans, interest from 4.50% 1,446,241
to 10.5%
-----------------
$ 74,862,178
=================
* Indicates party-in-interest to the Plan.
7