Mail Stop 7010
December 30, 2005
via U.S. mail and facsimile
Paul B. Middleton
Acting Chief Financial Officer and Corporate Controller
Rogers Corporation
One Technology Drive
Rogers, Connecticut 06263-0188
Re: Rogers Corporation
Form 10-K for the Fiscal Year Ended January 2, 2005
Filed March 18, 2005
Forms 10-Q for the Fiscal Quarters Ended April 3, 2005, July 3,
2005
and October 2, 2005
File No. 1-4347
Dear Mr. Middleton:
We have reviewed your filing and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended January 2, 2005
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity, Capital Resources, and Financial Position
1. Please revise future filings to disclose the nature of the
transactions that give rise to receivables from joint ventures.
Note 8 - Income Taxes
2. We note that you identified a misapplication of SFAS 109
regarding
your accounting for deferred income taxes and recorded the
cumulative
impact during the fourth quarter of 2004. Please provide us the
following information:
* A sufficiently detailed description of your misapplication of
SFAS
109 regarding deferred income taxes, including the period(s) that
it
relates.
* Your SAB 99 materiality assessment of the quantitative and
qualitative factors that support your determination that a
restatement of prior periods, including quarterly periods, is not
required. This analysis should include the impact to your
consolidated statements of income as well your consolidated
balance
sheets.
Note 10 - Commitments and Contingencies
Asbestos Litigation
3. We note that you specifically refer to National Economic
Research
Associates, Inc., as assisting you in projecting your future
asbestos-related liabilities and defense costs, and Marsh Risk
Consulting, as assisting you in projecting the insurance coverage
for
your asbestos-related claims. Please be advised that you are
required to provide written consents of named experts when they
are
referred to in filings under the 1933 Act. Since your Form 10-K
for
the year ended January 2, 2005 is incorporated by reference into
an
open shelf registration statement, it should have included the
required consents. Please revise future filings to include the
consents of National Economic Research Associates, Inc. and Marsh
Risk Consulting. Refer to Section 436(b) of Regulation C.
Note 11 - Business Segment and Geographic Information
4. We note that reportable segment determinations are subject to
complex factors and management judgment, however, based on the
information available to us, it is not clear how your reportable
segments comply with the aggregation criteria set forth in
paragraph
17 of SFAS 131 and EITF 04-10. Specifically, to aggregate
operating
segments into one reportable segment, the operating segments must
have similar economic characteristics and meet all five of the
additional aggregation criteria listed in SFAS 131. The similar
economic characteristics, should be based on the factors used by
the
CODM, which you have indicted are sales trend rates and operating
margins. We note the following regarding your operating segments:
* Printed Circuit Materials reportable segment: It does not
appear
that Induflex polyester industrial laminates` sales trend rates
and
operating margins are consistent with High frequency laminates or
Flexible printed laminates.
* Polymer Materials and Components reportable segment: It does
not
appear that the operating segments you have aggregated have
similar
economic characteristics or products.
Please either revise your reportable segments taking into
consideration the guidance contained in paragraphs 17-21 of SFAS
131,
or provide us with a detailed analysis of how the operating
segments
you aggregate meet the similar economic characteristics and
similar
products criteria of paragraph 17 of SFAS 131.
Form 10-Q for the Fiscal Quarter Ended October 2, 2005
Item 4. Controls and Procedures, page 26
5. We note your disclosure that "except as discussed above, there
were no changes in the Company`s internal control over financial
reporting..." Please confirm to us and revise in future filings,
if
correct, to clarify that there were changes in your internal
control
over financial reporting that occurred during this quarter that
have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information. Detailed response letters
greatly facilitate our review. Please file your response letter
on
EDGAR. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
? the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;
? staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
? the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or in her absence, Anne McConnell at (202) 551-3709 or me at
(202) 551-3255 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
Nili Shah
Accounting Branch Chief
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Paul B. Middleton
Rogers Corporation
December 30, 2005
Page 1 of 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE