VIA ELECTRONIC TRANSMISSION
AND FEDERAL EXPRESS
May 9, 2006
Ms. Nili Shah
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7116
100 F Street, N.E.
Washington, D.C. 20549
Re: Rogers Corporation
Form 10-K for the Fiscal Year Ended January 1, 2006 Filed
March 31, 2006 File No. 1-4347
Dear Ms. Shah:
On behalf of Rogers Corporation (the "Company"), set forth below are
the responses of the Company to the letter dated April 25, 2006 (the "Comment
Letter"), containing the comments of the Staff of the Securities and Exchange
Commission to the Company's filing referenced above.
The Company's responses to each of the comments in the Comment Letter
are set forth below and are numbered to correspond to the comments set forth in
the Comment Letter, which for convenience we have incorporated into this
response letter.
Consolidated Statements of Income, page 39
Comment 1:
Please provide us your significance tests, for the year ended January 1, 2006,
that determined financial statements under Rule 3-09 of Regulation S-X are not
required for any of your equity method investees.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
1
Response 1:
Please see Appendix A (Tests 1-2) to this letter for the significance tests for
the year ended January 1, 2006 that determined that financial statements under
Rule 3-09 of Regulation S-X were not required for any of our equity method
investees.
Note 3 - Goodwill and Other Intangible Assets, page 50
Comment 2:
Based on your revised reportable segment presentation, we note that you
allocated 66.2% of goodwill, or $14.5 million, to your "other polymer products"
reportable segment. We also note that your "other polymer products" reportable
segment has recognized increasing segment operating losses during each period
presented. In addition, on page 29 of MD&A, you stated that you recognized a $22
million impairment charge for certain long-lived assets and the write-down of
inventory and receivables of your polyolefin foam operating segment. Please
provide us the following information:
o The amount of goodwill allocated to each operating segment and/or reporting
unit in "other polymer products."
o The amount of operating income/(loss) for each operating segment and/or
reporting unit in "other polymer products" for each period presented.
o An explanation of how you determined that goodwill was not impaired for
each reporting unit as of your impairment test date during fiscal year
2005. Provide us with your SFAS 142 goodwill impairment tests, including an
explanation of the material assumptions therein. If there is a significant
disparity between the forecast data and the comparable historical data,
provide reconciling information. Compliance with the guidance in Appendix E
to SFAS 142 should be clearly evident.
Response 2:
The amount of goodwill allocated to each operating segment and the amount of
operating income (loss) incurred by each operating segment in our Other Polymer
Products reportable segment is as follows:
[ * ] CONFIDENTIAL TREATMENT REQUESTED
2
(in thousands) Operating Income (Loss) Goodwill
---------------------------------------------- --------------
Operating Segment 2005 2004 2003 Dec 2005
- --------------------------------------------------- --------------- --------------- -------------- --------------
Elastomer Component Products $[ * ] $[ * ] $[ * ] $[ * ]
Nonwoven Composite Materials [ * ] [ * ] [ * ] [ * ]
Polyester-Based Industrial Laminates [ * ] [ * ] [ * ] [ * ]
Polyolefin Foams [ * ] [ * ] [ * ] [ * ]
--------------- --------------- -------------- -- --------------
Total $[ * ] $[ * ] $[ * ] $[ * ]
=============== =============== ============== == ==============
Our SFAS 142 goodwill impairment tests for 2005 can be found in Appendix B-1 to
B-4 to this letter.
In our SFAS 142 goodwill impairment tests for the operating segments listed
above, we estimated the fair value of each operating segment based on a
discounted cash flow calculation, which reflects assumptions that we believe
best represent our estimates of the future cash flows of the respective
operating segments. In effect, we attempted to determine the fair value of the
operating segments as if they were operated as an independent entity and sold in
an arms' length third party transaction as such.
In preparing this analysis, we utilized several assumptions to develop the
present value of each operating segment. Certain key assumptions are as follows:
o Discount Rate - represents our best estimate of the weighted-average cost
of capital for each operating segment as determined through external third
party sources;
o Terminal Year Growth Rate - represents our best estimate of the respective
operating segments' cash flow growth in perpetuity;
o Working Capital - represents our best estimate of the working capital needs
of the operating segment; o Tax Rate - represents the statutory tax rate
for each operating segment (note that the Elastomer Component Products
operating segment is located in China; therefore, the anticipated statutory
tax rate is lower than the other entities that operate in the United
States).
As noted above, we prepared the SFAS 142 analysis under the assumption that the
fair value of each operating segment, as determined by the related discounted
cash flow analysis, would reflect the fair value of the entity on a stand-alone
basis. Based on this premise, we removed certain corporate overhead costs that
are currently charged to each of these segments that result from the overhead
structure of the Company, but that do not necessarily reflect the cost structure
that would be incurred by each segment if they were a stand-alone entity.
Therefore, we used our judgment to estimate the cost structure of each operating
segment as if they operated on a stand-alone basis. The following chart
highlights the difference in corporate charges that were actually charged to
each operating segment as compared to the allocated charges we believe would be
necessary to operate each of these operating segments on a stand-alone basis. We
believe that this chart will allow the Staff to better compare the forecasts
utilized in our SFAS 142 impairment tests to the actual results reported by the
Company in the above table.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
3
Polyester-Based
Elastomer Nonwoven Industrial
Component Composite Laminates Polyolefin
(in thousands) Products Materials Foams
--------------- -------------- --------------- -------------
2005 Operating income (loss) $[ * ] $[ * ] $[ * ] $[ * ]
Add back: Actual Corporate Allocations [ * ] [ * ] [ * ] [ * ]
Add back: Impairment Charge [ * ] [ * ] [ * ] [ * ]
Deduct: Estimated Stand-Alone Allocations [ * ] [ * ] [ * ] [ * ]
--------------- -------------- --------------- -------------
Adjusted Operating Income (loss) $[ * ] $[ * ] $[ * ] $[ * ]
=============== ============== =============== =============
Per the above table, we believe that the corporate allocations charged to both
the Elastomer Component Products and the Polyolefin Foams operating segments
were not representative of charges that would be necessary for these segments to
operate on a stand-alone basis. Furthermore, in 2005, the Other Polymer Products
reportable segment experienced operating results that are not indicative of what
we believe will represent the future performance of this reportable segment. As
we expect to report in our 2006 first quarter Form 10-Q, this segment will
report operating results that are essentially break even, including all
corporate overhead allocations, which is a significant improvement over their
performance in 2005. In particular, the operating results that the Polyolefin
Foam and Elastomer Component Products operating segments experienced in 2005
were significantly lower than our current forecasts, which were used in the SFAS
142 analysis. Explanations to support these discrepancies are as follows:
Polyolefin Foams - Operating results for 2005 include two components, $[ * ].
Prior to the restructuring of the business, which occurred at the end of the
second quarter of 2005, this operating segment $[ * ]. As a result of the
restructuring, which included a realignment of the strategic focus of the
business, these operational results began to improve in the second half of 2005
as the segment incurred $[ * ]. These results further improved in the first
quarter of 2006 as the segment reported a slight profit. Therefore, our cash
flow model takes into account this positive earnings trend to project what we
believe is a reasonable forecast for the segment over the next five years. Also,
note that the results for 2005 were further impacted by the overhead costs
charged to the segment (as described above). Our forecasts include overhead
amounts that are less than the actual overhead charges incurred during 2005 as
the new segment overhead charges were determined on a post-restructuring basis.
Elastomer Component Products - We relocated our Elastomer Component Products
operating segment from Connecticut to China in 2004. Since the relocation, we
have been continually working to bring the segment back to an acceptable level
of profitability. Much of the operating loss experienced by the segment in 2005
is a result of the start-up costs associated with the move, which included the
installation of production lines in China and getting those lines up to our
desired quality standards. In the latter half of 2005, this segment began to
experience improved operating results, which continued into the first quarter of
2006. Operating losses in the first quarter of 2006 were approximately $[ * ].
Our cash flow analysis takes into account the improvements that we anticipate
will occur as we put the previously mentioned start-up costs behind us and work
to grow the business and improve its profitability.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
4
To further support the forecasts utilized in our SFAS 142 impairment analysis,
we believe that the operating results achieved by this reportable segment in the
first quarter of 2006 are an additional indication that the operating segments
performance is trending in a positive direction. We have included reference
points below that highlight the improving operating performance of this segment,
particularly related to the Elastomer Component Products and Polyolefin Foams
operating segments.
Operating Income (Loss)
-----------------------------------------------
(in thousands) Q1 2005 Q4 2005 Q1 2006
--------------- ----------------- -------------
Elastomer Component Products $[ * ] $[ * ] $[ * ]
Nonwoven Composite Materials [ * ] [ * ] [ * ]
Polyester-Based Industrial Laminates [ * ] [ * ] [ * ]
Polyolefin Foams [ * ] [ * ] [ * ]
--------------- ----------------- -------------
Total $ [ * ] $ [ * ] $ [ * ]
=============== ================= =============
As highlighted in this table, we believe the earnings trend of this reportable
segment supports the forecasts we utilized in our SFAS 142 analysis. For
example, the polyolefin foams operating segment achieved an operating income of
$[ * ] that was used in our analysis. Note also that the operating income in the
above table includes the full allocation of corporate charges, whereas our
forecast only includes the estimated charges we believe would be necessary if
the operating segment operated on a stand-alone basis, which effectively makes
these numbers even more comparable and consistent with our forecasts.
Based on these factors, we believe that our SFAS 142 goodwill impairment
analysis is appropriate and that the reportable segments goodwill reported in
our SFAS 142 is not impaired as of year-end 2005.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
5
Note 8 - Income Taxes, page 57
Comment 3:
We note that you have recognized an income tax benefit of ~$2.0 million, based
on your effective tax rate reconciliation on page 58, that you identified as
"Provision to return adjustment." It is unclear to us what this adjustment
represents. From your disclosure on page 24 in MD&A, it appears that the
adjustment may relate to the recognition of fiscal year 2004 deferred tax assets
and liabilities. Please provide us with a detailed explanation of what this
amount represents and why you believe you have appropriately recognized this
adjustment in fiscal year 2005.
Response 3:
The "provision to return adjustment" (income tax benefit of $1,956) referred to
on page 24 in the MD&A in our 2005 Form 10-K relates to permanent book-tax
difference changes to certain year-end 2004 tax provision estimates, as compared
to the actual amounts reported in the 2004 tax return (filed in September 2005).
The largest of these differences (approximately $1 million) is the adjustment
related to the extraterritorial income exclusion (ETI) resulting from the
assimilation of Durel Corporation (Durel), acquired in September 2003. Durel
historically used the Foreign Sales and Lease Income (FSALI) method to calculate
their ETI exclusion under Internal Revenue Code Sections 114 and 941. At
year-end 2004, the three-months of 100% ownership for the period ended December
2003 was used to extrapolate the estimate of the benefit generated by owning
Durel for the full year in 2004. When the actual calculations were performed
using Rogers' methodology (greater of 1.2% Foreign Trade Gross Receipts or 15%
of Foreign Trade Income), the actual benefit that resulted was greater than
originally anticipated at year-end 2004. In addition to the ETI benefit, other
permanent book-tax differences, such as officer's life insurance and the tax
impact of certain consolidating entries were also included in this benefit. Due
to the fact that these adjustments were a change in estimate related to these
permanent items, we believe this adjustment was properly recorded in fiscal year
2005.
The Company acknowledges that:
1. the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
2. 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
3. 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.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
6
Please telephone me at 860-779-5508, or our attorney, Andrew J. Merken, Esq. of
Burns & Levinson LLP, Boston, MA at 617-345-3740, with any questions or comments
you may have.
Very truly yours,
/s/ Dennis M. Loughran
----------------------------------------------------
Dennis M. Loughran
Vice President, Finance and Chief Financial Officer
cc: Robert D. Wachob, President and Chief Executive Officer
Robert M. Soffer, Vice President, Treasurer and Secretary
Paul B. Middleton, Corporate Controller
Debra J. Granger, Director, Corporate Compliance and Control
Ronald J. Pelletier, Manager Financial Reporting
Tracey Houser, Staff Accountant, Securities and Exchange Commission
Anne McConnell, Securities and Exchange Commission
Sean Lynch, Ernst & Young
Andrew J. Merken, Esq., Burns & Levinson LLP
[ * ] CONFIDENTIAL TREATMENT REQUESTED
7
APPENDIX A-TEST 1
ROGERS CORPORATION
2005
SIGNIFICANT SUBSIDIARY TEST
TEST 1- INVESTMENTS
---------------------------------------------------------------------------
JOINT VENTURE SIGNIFICANT SUBSIDIARY ANALYSIS
TEST 1
(IN THOUSANDS)
---------------------------------------------------------------------------
INVESTMENT IN UNCONSOLIDATED JV'S: 2005
----------------
RIC [ * ]
RCCT [ * ]
RIS [ * ]
PLS [ * ]
REGISTRANT'S TOTAL ASSETS 400,600
INVESTMENT / REG. TOTAL ASSETS
RIC [ * ]%
RCCT [ * ]%
RIS [ * ]%
PLS [ * ]%
================================================================================
Rule 210.3-09 of Regulation S-X indicates to look to Rule 210.1-02, for the
significant subsidiary tests. For purposes of a 50% owned entity, 20% is
substituted for the 10% indicated within the test descriptions.
Per Rule 210.1-02 of Regulation S-X:
(w) SIGNIFICANT SUBSIDIARY. The term "significant subsidiary" means a
subsidiary, including its subsidiaries, which meets any of the following
conditions:
(1) The registrant's and its other subsidiaries' investments in and
advances to the subsidiary exceed 10 percent of the total assets of
the registrant and its subsidiaries consolidated as of the end of the
most recently completed fiscal year; or
Per Rule 210.3-09 of Regulation S-X, 20 percent was substituted for 10
percent in the above test as the test applies to subsidiaries not
consolidated and 50 percent owned by the Company.
CONCLUSION: Based on the above analysis, no investment in an unconsolidated
subsidiary exceeds 20% of the Company's total assets; therefore, this test is
passed.
================================================================================
[ * ] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX A - TEST 2
ROGERS CORPORATION
2005
SIGNIFICANT SUBSIDIARY TEST
TEST 2 - NET INCOME
----------------------------------------------------------------------------
Joint Venture Significant Subsidiary Analysis
Test 2
----------------------------------------------------------------------------
2005
-------------------
Equity Income in Income Before Income Taxes:
RIC $[ * ]
RCCT [ * ]
RIS [ * ]
PLS [ * ]
-------------------
$[ * ]
-------------------
Income Before Income Taxes:
2005* $ 12,040
2004* 47,506
2003 36,252
2002 25,160
2001 21,573
Average Income Before Income Taxes 2001-2005** $ 28,506
JV Equity Income / Income Before Taxes
RIC [ * ]%
RCCT [ * ]%
RIS [ * ]%
PLS [ * ]%
* Income Before Income Taxes for Dec. 05 and Dec. 04 have added back the
losses incurred at its joint ventures for purposes of this test - due to
the definition of "significant subsidiary" pertaining to SEC Rule 210.1-02
of Regulation S-X Computational Note 1
** Due to the fact that income before taxes in 2005 was at least 10% lower
than the average of the income for the last five fiscal years, such average
income was substituted for purposes of the computation.
--------------------------------------------------------------------------
5 Yr. Average Income Before Income Taxes (including 2005):
IBT 05 12,040
Avg Inc 05-01 28,506
10% Avg Inc 05-01 2,851
--------------------------------
Avg Inc 05-01less 10% 25,656
Does meet requirement due to IBT 05 being less than the
Avg Inc 05-01 less 10%
----------------------------------------------------------------------------
Per Rule 210.1-02 of Regulation S-X:
(w) Significant subsidiary. The term "significant subsidiary" means a
subsidiary, including its subsidiaries, which meets any of the following
conditions:
(3) The registrant's and its other subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principle of the subsidiary
exceeds 10 percent of such income of the registrant and its subsidiaries
consolidated for the most recently completed fiscal year.
Per Rule 210.3-09 of Regulation S-X, 20 percent was substituted for 10 percent
in the above test as the test applies to subsidiaries not consolidated and 50
percent owned by the Company.
Conclusion: Based on the above analysis, equity income from joint ventures does
not exceed 20 percent of income before income taxes of the Company; therefore,
this test is passed.
[ * ] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX B-1
Polyester Based Industrial Laminates
FAS 142 ANALYSIS (000's)
1/2/2005
- -----------------------------------------------
Assumptions
- -----------------------------------------------
Terminal yr growth rate [ * ]%
Tax Rate [ * ]%
Working Capital [ * ]%
Discount Rate [ * ]%
- -----------------------------------------------
Forecast
-------------------------------------------------------------------- Terminal
2006 2007 2008 2009 2010 Value
- ----------------------------------------------------------------------------------------------------------------------------------
SALES $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
DIVISION PROFIT [ * ] [ * ] [ * ] [ * ] [ * ]
STAND ALONE ALLOCATIONS [ * ] [ * ] [ * ] [ * ] [ * ]
--------------------------------------------------------------------
OPERATING PROFIT (LOSS) [ * ] [ * ] [ * ] [ * ] [ * ]
TAXES [ * ] [ * ] [ * ] [ * ] [ * ]
--------------------------------------------------------------------
NET INCOME [ * ] [ * ] [ * ] [ * ] [ * ]
DEPRECIATION [ * ] [ * ] [ * ] [ * ] [ * ]
CAPITAL EXPENDITURES [ * ] [ * ] [ * ] [ * ] [ * ]
WORKING CAPITAL [ * ] [ * ] [ * ] [ * ] [ * ]
ADJUSTED CASH FLOWS $[ * ] $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
--------------
[ * ] [ * ] [ * ] [ * ] [ * ]
DISCOUNT FACTOR [ * ] [ * ] [ * ] [ * ] [ * ]
PV OF INTERIM CASH FLOWS [ * ] [ * ] [ * ] [ * ] [ * ]
SUM OF INTERIM CASH FLOWS $[ * ]
PV OF TERMINAL VALUE [ * ]
BUSINESS ENTERPRISE VALUE $[ * ]
NBV ASSETS/LIABILITIES $[ * ]
GOODWILL [ * ]
TOTAL REPORTING UNIT NBV $[ * ]
CASH FLOWS VS NBV $[ * ] Passed
[ * ] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX B-2
Polyolefin Foams
FAS 142 ANALYSIS (000's)
1/2/2005
- ---------------------------------------------------
Assumptions YE
- ---------------------------------------------------
Terminal yr growth rate [ * ]%
Tax Rate [ * ]%
Working Capital [ * ]%
Discount Rate [ * ]%
- ---------------------------------------------------
Forecast
---------------------------------------------------------------------------
2006 2007 2008 2009 2010 Terminal
- ----------------------------------------------------------------------------------------------------------------------------------
SALES $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
DIVISION PROFIT [ * ] [ * ] [ * ] [ * ] [ * ]
STAND ALONE ALLOCATIONS [ * ] [ * ] [ * ] [ * ] [ * ]
---------------------------------------------------------------------------
OPERATING PROFIT (LOSS) [ * ] [ * ] [ * ] [ * ] [ * ]
TAXES [ * ] [ * ] [ * ] [ * ] [ * ]
---------------------------------------------------------------------------
NET INCOME [ * ] [ * ] [ * ] [ * ] [ * ]
DEPRECIATION [ * ] [ * ] [ * ] [ * ] [ * ]
CAPITAL EXPENDITURES [ * ] [ * ] [ * ] [ * ] [ * ]
WORKING CAPITAL [ * ] [ * ] [ * ] [ * ] [ * ]
ADJUSTED CASH FLOWS $[ * ] $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
--------------
[ * ] [ * ] [ * ] [ * ] [ * ]
DISCOUNT FACTOR [ * ] [ * ] [ * ] [ * ] [ * ]
PV OF INTERIM CASH FLOWS [ * ] [ * ] [ * ] [ * ] [ * ]
SUM OF INTERIM CASH FLOWS $[ * ]
PV OF TERMINAL VALUE [ * ]
BUSINESS ENTERPRISE VALUE $[ * ]
NBV ASSETS/LIABILITIES $[ * ]
GOODWILL [ * ]
TOTAL REPORTING UNIT NBV $[ * ]
CASH FLOWS VS NBV $[ * ] Passed
[ * ] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX B-3
Nonwoven Composite Materials
FAS 142 ANALYSIS (000's)
1/2/2005
- -------------------------------------------------
Assumptions YE
- -------------------------------------------------
Terminal yr growth rate [ * ]%
Tax Rate [ * ]%
Working Capital [ * ]%
Discount Rate [ * ]%
- -------------------------------------------------
Forecast
--------------------------------------------------------------------
2006 2007 2008 2009 2010 Terminal
- ----------------------------------------------------------------------------------------------------------------------------------
SALES $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
DIVISION PROFIT [ * ] [ * ] [ * ] [ * ] [ * ]
STAND ALONE ALLOCATIONS [ * ] [ * ] [ * ] [ * ] [ * ]
--------------------------------------------------------------------
OPERATING PROFIT (LOSS) [ * ] [ * ] [ * ] [ * ] [ * ]
TAXES [ * ] [ * ] [ * ] [ * ] [ * ]
--------------------------------------------------------------------
NET INCOME [ * ] [ * ] [ * ] [ * ] [ * ]
DEPRECIATION [ * ] [ * ] [ * ] [ * ] [ * ]
CAPITAL EXPENDITURES [ * ] [ * ] [ * ] [ * ] [ * ]
WORKING CAPITAL [ * ] [ * ] [ * ] [ * ] [ * ]
ADJUSTED CASH FLOWS $[ * ] $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
-----------
[ * ] [ * ] [ * ] [ * ] [ * ]
DISCOUNT FACTOR [ * ] [ * ] [ * ] [ * ] [ * ]
PV OF INTERIM CASH FLOWS [ * ] [ * ] [ * ] [ * ] [ * ]
SUM OF INTERIM CASH FLOWS $[ * ]
PV OF TERMINAL VALUE [ * ]
BUSINESS ENTERPRISE VALUE $[ * ]
NBV ASSETS/LIABILITIES $[ * ]
GOODWILL [ * ]
TOTAL REPORTING UNIT NBV $[ * ]
CASH FLOWS VS NBV $[ * ] Passed
[ * ] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX B-4
Elastomer Component Products
FAS 142 ANALYSIS (000's)
1/1/2006
- -----------------------------------------------
Assumptions YE
- -----------------------------------------------
Terminal yr growth rate [ * ]%
Tax Rate [ * ]%
Working Capital [ * ]%
Discount Rate [ * ]%
- -----------------------------------------------
Forecast
----------------------------------------------------------------------------
2006 2007 2008 2009 2010 Terminal
- ----------------------------------------------------------------------------------------------------------------------------
SALES $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
DIVISION PROFIT [ * ] [ * ] [ * ] [ * ] [ * ]
STAND ALONE ALLOCATIONS [ * ] [ * ] [ * ] [ * ] [ * ]
----------------------------------------------------------------------------
OPERATING PROFIT (LOSS) [ * ] [ * ] [ * ] [ * ] [ * ]
TAXES [ * ] [ * ] [ * ] [ * ] [ * ]
----------------------------------------------------------------------------
NET INCOME [ * ] [ * ] [ * ] [ * ] [ * ]
DEPRECIATION [ * ] [ * ] [ * ] [ * ] [ * ]
CAPITAL EXPENDITURES [ * ] [ * ] [ * ] [ * ] [ * ]
WORKING CAPITAL [ * ] [ * ] [ * ] [ * ] [ * ]
ADJUSTED CASH FLOWS $[ * ] $[ * ] $[ * ] $[ * ] $[ * ] $[ * ]
------------
[ * ] [ * ] [ * ] [ * ] [ * ]
DISCOUNT FACTOR [ * ] [ * ] [ * ] [ * ] [ * ]
PV OF INTERIM CASH FLOWS [ * ] [ * ] [ * ] [ * ] [ * ]
SUM OF INTERIM CASH FLOWS $[ * ]
PV OF TERMINAL VALUE [ * ]
BUSINESS ENTERPRISE VALUE $[ * ]
NBV ASSETS/LIABILITIES $[ * ]
GOODWILL [ * ]
TOTAL REPORTING UNIT NBV $[ * ]
CASH FLOWS VS NBV $[ * ] Passed
[ * ] CONFIDENTIAL TREATMENT REQUESTED