Mail Stop 7010
February 6, 2006
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 response letter dated January 24, 2006
and have the following additional comments. Where indicated, we
think you should revise your document 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.
Note 8 - Income Taxes
1. We note your response to comment 2 in our letter dated December
30, 2005. Specifically, that you determined that recording the
tax
adjustment that resulted from
your misapplication of SFAS 109 during the fourth quarter of
fiscal
2004 is not material based on your analysis of SAB 99. It remains
unclear to us how you arrived at this conclusion based on the
following:
* The tax adjustment of $5 million increased net income by 12.5%
and
52.1% for fiscal year 2004 and the fourth quarter of fiscal 2004,
respectively.
* The tax adjustment impacts the trend of net income as a percent
of
sales, a ratio and trend you highlight under Business Overview in
MD&A.
It appears to us that you should restate your financial statements
to
correct your misapplication of SFAS 109 in the appropriate
periods.
Note 11 - Business Segment and Geographic Information
2. We note your response to comment 4 in our letter dated December
30, 2005. It remains unclear to us how you continue to believe
that
the aggregation of your operating segments as presented in your
fiscal year 2004 Form 10-K and your intended presentation in your
fiscal year 2005 Form 10-K fully comply with paragraph 17 of SFAS
131, including similar economic characteristics. Specifically:
* High Performance Foams: Polyolefin foams` net sales trends,
operating margins and gross profit margins are all negative and
are
not similar to the other operating segments in this reportable
segment in any period.
* High Performance Foams: Absent explanation, it is not clear
that
Poron and Bisco are economically similar based on the following:
o Net sales growth rates for Poron and Bisco appear to be trending
differently during certain periods.
o Operating margins for Poron and Bisco appear to be growing
farther
apart and are not trending similarly for fiscal years 2005 - 2001.
o Gross margins for Poron and Bisco appear to be trending
differently
for fiscal years 2005 and 2004.
* Printed Circuit Materials: High frequency and Flexible printed
do
not appear to be economically similar based on the following:
o Net sales growth rates are not within a reasonable range of each
other.
o Operating margins for fiscal year 2005 are not within a
reasonable
range of each other.
o Gross profit margins are not within reasonable ranges and are
not
trending similarly.
* Other: Notwithstanding your response letter, confirm that these
segments are aggregated based on paragraphs 20 and 21 of SFAS 131.
Please address these differences and explain to us why the
operating
segments in each of these reportable segments have similar long-
term
economic characteristics. As a reminder, if you are able to
demonstrate the similarity in long-term economic characteristics,
your MD&A discussion and analysis should clearly explain
deviations
in trends of operating segments you aggregate. Otherwise, it
appears
you should restate your reportable segments to fully comply with
SFAS
131.
General Restatements
3. If you determine that you should restate your financial
statements
to comply with our comments, please address the following items:
* If you conclude that your prior filings should not be relied
upon
due to an error, please be advised that you are required to
disclose
the information listed under Item 4.02(a) of Form 8-K within four
days of your conclusion.
* Please tell us when you will file any amendments. We remind you
that if you file a restated Form 10-K and Forms 10-Q you should
appropriately address the following:
o An explanatory paragraph in the reissued audit opinion;
o Full compliance with SFAS 154, paragraphs 25 and 26;
o Fully update all affected portions of the documents, including
MD&A, selected financial data and quarterly financial data;
o Updated Item 9A disclosures; and
o Updated certifications.
* * * *
As appropriate, please amend your filing and 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.
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
February 6, 2006
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE