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, 2008
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, 2008 and 2007
Statements of Changes in Net Assets Available for Benefits for each of the years
ended December 31, 2008 and 2007 Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Exhibit
-------
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report on Form 11-K to be signed on its behalf by the
undersigned hereunto duly authorized.
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
/s/ Dennis M. Loughran
---------------------------------------------------
Dennis M. Loughran
Vice President, Finance and Chief Financial Officer
June 29, 2009
Audited Financial Statements
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
December 31, 2008
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) 10
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, 2008 and 2007,
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, 2008 and 2007, 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, 2008, 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 26, 2009
1
Rogers Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31,
2008 2007
------------------------------
Assets:
Investments
Investments (Note C) $ 61,350,693 $ 81,609,865
Participant loans 1,237,164 1,439,330
------------------------------
Total investments 62,587,857 83,049,195
Contribution receivables:
Employee 126,595 -
Employer 46,775 -
------------------------------
Total receivables 173,370 -
------------------------------
Total assets 62,761,227 83,049,195
Liabilities:
Return of excess participant deferrals 2,284 -
------------------------------
Net assets available for benefits $ 62,758,943 $ 83,049,195
==============================
See accompanying notes to financial statements.
2
Rogers Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31,
2008 2007
--------------------------
Additions:
Investment (loss) income:
Interest $ 911,306 $ 962,030
Dividends 53,773 -
Net depreciation in fair value of
investments (Note C) (21,241,795) (1,894,418)
---------------------------
(20,276,716) (932,388)
Contributions:
Participant 4,849,159 5,356,489
Employer 1,545,374 1,255,869
Rollovers 210,530 660,898
---------------------------
6,605,063 7,273,256
---------------------------
Total additions, net of investment loss (13,671,653) 6,340,868
---------------------------
Deductions:
Distributions to participants 6,575,657 10,994,365
Administrative expenses 42,942 12,562
---------------------------
Total deductions 6,618,599 11,006,927
---------------------------
Net decrease (20,290,252) (4,666,059)
Net assets available for benefits:
Beginning of year 83,049,195 87,715,254
---------------------------
End of year 62,758,943 $ 83,049,195
===========================
See notes to financial statements.
3
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
Years Ended December 31, 2008 and 2007
NOTE A - DESCRIPTION OF THE PLAN
The Rogers Employee Savings and Investment Plan (the Plan or RESIP) is a
contributory defined contribution plan covering all regular U.S. employees who
have completed at least one month of continuous service. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan's recordkeeper and custodian functions are performed by businesses
controlled by or affiliated with Prudential Financial, Inc. Participants should
refer to the Plan Agreement for a more complete description of the Plan's
provisions.
Participants may contribute up to the lesser of $15,500 in 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
contributed 100% of the first 1% and 50% of the next 5% of each participant's
annual compensation in 2008. 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 effective January 1,
2008, are 100% vested as to the Company's contributions after two years of
continuous service. In 2007, participants became 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 $162,036 and $11,518 during 2008 and 2007, respectively. The forfeiture
balance at December 31, 2008 and 2007 was $43,406 and $139,401, respectively.
A participant's tax-deferred contributions cannot be withdrawn prior to age
59-1/2 except for an immediate financial hardship, as defined by the Plan.
Company contributions can be drawn upon after five years in the Plan and a
participant can withdraw funds for any reason upon reaching age 59-1/2. Upon
early retirement, normal retirement, total disability, as defined by the Plan,
death, or any other termination of employment, a participant may receive the
value of the vested portion of his or her total account offset by any
outstanding Plan loans.
4
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE A - DESCRIPTION OF THE PLAN (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their accounts.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are reported on the accrual basis.
Reclassification
Certain prior year amounts in the statement of changes in net assets available
for benefits have been reclassified to conform to the current year presentation.
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standards No. 157, Fair Value Measurements
(FAS 157). This standard clarifies the definition of fair value for financial
reporting, establishes a framework and hierarchy for measuring fair value and
requires additional disclosures about the use of fair value measurements. FAS
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The Plan adopted FAS 157 effective January 1, 2008.
Valuation of Investments
Investments held by the Plan are stated at fair value. Fair value is defined as
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date (an exit price). See Note E for further discussion of fair
value measurements.
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 estimated fair values of the participation units owned by the Plan in pooled
separate accounts are based on quoted redemption values and adjusted for
management fees and asset charges, as determined by the recordkeeper, on the
last business day of the Plan year. Pooled separate accounts are accounts
established by the Trustee solely for the purpose of investing the assets of one
or more plans. Funds in a separate account are not commingled with other assets
of the Trustee for investment purposes.
Participant loans reflect the outstanding principal balances due from Plan
participants and such amounts approximate fair value.
5
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (continued)
As described in the Financial Accounting Standards Board's Staff Position AAG
INV-1 and Statement of Position 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension
Plans, investment contracts held by a defined contribution plan are required to
be reported at their fair value. However, contract value is the relevant
measurement factor for the Plan's fully benefit-responsive investment contracts
because contact value is generally the amount that participants receive when
they initiate permitted transactions. During the periods presented herein, the
contract values of the Plan's unallocated insurance contracts reasonably
approximated their corresponding fair values, which were estimated by the Plan's
management after considering, among other things, the current yields of similar
investments in the marketplace with comparable durations and the overall
creditworthiness of the Trustee. Accordingly, the Plan's unallocated insurance
contracts are recorded at their contract values, which represent contributions
and reinvested interest income, less withdrawals and expenses, plus or minus net
participant-directed transfer activity with the Plan's other investment funds.
The unallocated insurance contracts in the Plan's financial statements represent
contracts between the Trustee and the Plan that provide for a guaranteed
investment return over a specified time period. Other than certain limited
circumstances, which the Plan administrator considers unlikely to occur, these
contracts have fully benefit-responsive features. However, in the event of such
an unlikely circumstance, the Trustee has the right to defer transfers or
distributions. For example, in the event of a withdrawal request coinciding with
a pool closing, the contract value would be paid in installments, which may
result in an aggregate distribution of an amount other than the contract value.
At December 31, 2008 and 2007, no unallocated insurance contract reserves were
recorded or deemed necessary for the inherent credit risk of contract issuers or
other related matters.
The Plan's unallocated insurance contracts credited interest to Plan participant
accounts at a weighted average annual rate of 3.80% and 3.70% during the years
ended December 31, 2008 and 2007, respectively. Interest is credited to
participant accounts using the single portfolio rate approach whereby a discrete
contractual interest rate is applied to all contributions during the period,
regardless of the timing of the receipt of the contributions during such period.
When establishing unallocated insurance contract gross and net interest
crediting rates, the Trustee considers many factors, including, among other
things, current economic and market conditions, the general interest rate
environment and the expected and actual experience of a reference portfolio.
However, the Trustee does not use a detailed formula to establish such crediting
interest rates, which are reset semi-annually and cannot be less than 1.50%.
At December 31, 2008 and 2007, the average net yield earned by the Plan's
unallocated insurance contracts was 3.80% and 3.70%, respectively.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded as earned. Dividends are recorded on the ex-dividend date.
Net appreciation includes the Plan's gains and losses on investments bought and
sold as well as held during the year.
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 the Company.
6
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE C - INVESTMENTS
The following presents investments that represent five percent or more of the
Plan's net assets.
December 31,
2008 2007
---------------------------
Unallocated Insurance Contracts
Guaranteed Income Fund $ 22,011,018 $ 21,732,563
Rogers Stock Fund
Rogers Corporation Common Stock 8,239,862 13,288,125
Pooled Separate Accounts
Intern Blend / Artio Global 3,987,217 8,273,203
Fidelity Equity Income Fund 4,332,927 6,746,308
Growth Fund of America 3,275,304 *
* Investment is less than 5% in the year presented
During the years ended December 31, 2008 and 2007, 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:
2008 2007
---------------------------
Pooled Separate Accounts $(16,601,625) $ 3,293,307
Rogers Corporation Common Stock (4,640,170) (5,187,725)
----------------------------
$(21,241,795) $ (1,894,418)
============================
7
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE D - TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 2008 and 2007, the Plan entered into the
following transactions with parties-in-interest:
2008 2007
----------------------------------------------------
Shares Amount Shares Amount
----------------------------------------------------
Rogers Corporation:
Purchases of capital stock 45,557.63 $1,581,705 98,489.4611 $4,283,570
Sales of capital stock, at market value 55,229.2982 1,989,798 108,346.3909 4,513,712
NOTE E - FAIR VALUE MEASUREMENTS
FAS 157 defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. Fair value is defined as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date
(i.e., an exit price). FAS 157 includes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for
identical assets and liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3).
Level 1 - Fair value is based on unadjusted quoted prices for identical
assets or liabilities in an active market that the Plan has the ability to
access at the measurement date.
Level 2 - Fair value is based on quoted prices in markets that are not
active, quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the asset or liability, either directly
or indirectly, for substantially the full term of the asset or liability.
Level 3 - Fair value is based on prices or valuation techniques that
require inputs that are both significant to the fair value measurement and
unobservable. These inputs reflect management's judgment about the
assumptions that a market participant would use in pricing the investment
and are based on the best available information, some of which may be
internally developed.
The level in the fair value hierarchy within which the fair value
measurement is determined based on the lowest level input that is
significant to the fair value measure in its entirety.
8
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE E - FAIR VALUE MEASUREMENTS (continued)
The following table sets forth by level, within the fair value hierarchy, the
Plan's assets carried at fair value as of December 31, 2008:
Assets at Fair Value as of December 31, 2008
--------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------
Rogers Corporation Common Stock $ 8,239,862 $ - $ - $ 8,239,862
Pooled separate accounts - 31,099,813 - 31,099,813
Unallocated insurance contracts - - 22,011,018 22,011,018
Loans to participants - - 1,237,164 1,237,164
--------------------------------------------------------------
Total assets at fair value $ 8,239.862 $ 31,099,813 $ 23,248,182 $ 62,587,857
==============================================================
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plan's
Level 3 assets for the year ended December 31, 2008:
Unallocated Loans to
insurance contracts Participants
-----------------------------------
Balance, beginning of year $ 21,732,563 $ 1,439,330
Realized gains/(losses) - -
Unrealized gains/(losses) relating to instruments still held
at the reporting date - -
Purchases, sales, issuances and settlements (net) 278,455 (202,166)
Transfers in and/or out of Level 3 - -
-----------------------------------
Balance, end of year $ 22,011,018 $ 1,237,164
===================================
NOTE F - 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.
9
NOTES TO FINANCIAL STATEMENTS
ROGERS EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTE G - INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated October 16, 2002, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended and restated. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as
amended and restated, is qualified and the related trust is tax exempt.
10
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, 2008
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:*
Fidelity Equity Income Fund 103,464.7927 units of participation $ 4,332,927
Intern Blend / Artio Global 246,831.2828 units of participation 3,987,217
Growth Fund of America 160,239.9407 units of participation 3,275,304
Core Plus Bond / Pimco 164,926.3819 units of participation 2,370,751
Dryden S&P 500 Index Fund 38,380.1513 units of participation 2,168,344
Mid Cap Value / Wellington Mgmt 163,395.6166 units of participation 2,151,421
Oakmark Equity & Income 75,551.4638 units of participation 2,115,416
LGE CP VAL / LSV Asset Mgmt 166,184.1613 units of participation 2,001,444
Small Cap Value / TS & W 139.562.3281 units of participation 1,917,106
Small Cap Growth / Time SSQ 94,949.1544 units of participation 1,915,214
Mid Cap Growth / Artisan 206,927.2529 units of participation 1,706,889
IFX LT Agg. Growth Fund 126,930.1261 units of participation 885,622
Thornburg International Val 44,177.7689 units of participation 857,491
IFX LT Balanced Fund 92,731.2917 units of participation 702,018
IFX LT Conservative Fund 63,446.3354 units of participation 505,708
IFX LT Growth Fund 18,784.5925 units of participation 138,530
IFX LT Inc & Equity Fund 7,770.1436 units of participation 68,411
--------------
$ 31,099,813
Unallocated Insurance Contracts
Guaranteed Income Fund* 736,716.6890 units of participation 22,011,018
Rogers Stock Fund
Rogers Corporation* - Common Stock 296,718.1069 shares 8,239,862
Loan Fund
Participant loans * Participant loans, interest from 4.50% 1,237,164
to 10.5%
--------------
$ 62,587,857
==============
* Indicates party-in-interest to the Plan.
Note: Cost information has not been included because all investments are
participant directed.
11