##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For fiscal year ended September
    30, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File
    Number: 0-18933
  Rochester Medical
    Corporation
  MinnesotaState of
    Incorporation

41-1613227IRS Employer
    Identification No.   One Rochester Medical Drive
 Stewartville, Minnesota 55976
 (507) 533-9600
 Address of Principal Executive
    Offices and Telephone Number
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock without par value

Nasdaq Global Market   Securities
    Registered Pursuant to Section 12(g) of the Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





Table of
    Contents
   
  
 PART I


3ITEM 1.

Business


3ITEM 1A.

Risk Factors


11ITEM 1B.

Unresolved Staff Comments


17ITEM 2.

Properties


18ITEM 3.

Legal Proceedings


18ITEM 4.

Submission of Matters to a Vote of Security
    Holders


18PART II


19ITEM 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19ITEM 6.

Selected Financial Data


21ITEM 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22ITEM 7A.

Quantitative and Qualitative Disclosures about
    Market Risk.


34ITEM 8.

Financial Statements and Supplementary Data


35ITEM 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


59ITEM 9A.

Controls and Procedures


59ITEM 9B.

Other Information


59PART III


60ITEM 10.

Directors, Executive Officers and Corporate
    Governance


60ITEM 11.

Executive Compensation


60ITEM 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


60ITEM 13.

Certain Relationships and Related Transactions,
    and Director Independence


61ITEM 14.

Principal Accounting Fees and Services


61PART IV


61ITEM 15.

Exhibits and Financial Statement Schedules


61SIGNATURES


63INDEX TO EXHIBITS


65EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  ITEM 1.
    Business  Overview
  FemSoft®

    Insert RELEASE-NF®

    Catheter
  Rochester
    Medical®
  Extended
    Care Products
  Male External Catheters. UltraFlex® Pop-On® Wide
    Band®,

    Natural®,

    Clear
    Advantage® Transfix® UltraFlex, Clear Advantage Transfix
    Style 1 Pop-On Transfix Style 2 Wide Band Transfix Style 3 Wide
    Band Natural
      Freedom ® Freedom
    Plus ®
  Intermittent Catheters. Personal
    Catheters® Personal Catheters Personal
    Catheter Personal
 3




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##### Table of Contents



Catheter Personal Catheter, Personal Catheter Hydrosil Discreet HydroPersonal Catheter Personal Catheter Personal Catheter Hydrosil Discreet HydroPersonal Catheter Personal Catheter
  FemSoft Insert. FemSoft Insert
  FemSoft Insert FemSoft Insert
  FemSoft Insert FemSoft Insert
  Acute
    Care Products
  Foley Catheters. RELEASE-NF Catheter RELEASE-NF Catheter
    Rochester
    Medical
  Technology
  FemSoft Insert
 4




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Marketing
    and Sales
  Rochester
    Medical Rochester
    Medical
  non-United Rochester Medical
      Rochester Medical Script-Easy
  Rochester Medical
  Manufacturing
  FemSoft Insert
  FemSoft Insert
 5




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Sources
    of Supply
    Freedom ® Freedom
    Plus ®
  Research
    and Development
        Competition
      Rochester Medical
 6




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Patents
    and Proprietary Rights
        and/or
  and/or
 7




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Government
    Regulation
           8




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Third
    Party Reimbursement
  FemSoft Insert
    and/or
  Private
    Label Distribution Agreements
      Release-NF
  Environmental
    Matters
   9




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Employees
    Executive
    Officers of the Registrant
    Name

Age

PositionAnthony J. Conway


64


Chairman of the Board, Chief Executive Officer and PresidentDavid A. Jonas


44


Director, Chief Financial Officer, Treasurer and SecretaryRobert M. Anglin


41


Vice President, Quality and RegulatoryJames M. Carper


57


Vice President, MarketingPhilip J. Conway


52


Vice President, Production TechnologiesMartyn R. Sholtis


49


Corporate Vice President   Anthony J. Conway
  David A. Jonas
  Robert M. Anglin
  James M. Carper
 10




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##### Table of Contents



Philip J. Conway
  Martyn R. Sholtis
    Recent
    Developments
    Hydrosil Discreet
    Information
    Available on Our Website
  (507) 533-9600. Form 10-K, Form 10-Q Form 8-K Form 10-K Form 10-K.
 ITEM 1A.  Risk
    Factors  Our business, financial condition or results of operations
    could be materially adversely affected by any of the risks and
    uncertainties described below. Additional risks not presently
    known to us, or that we currently deem immaterial, may also
    impair our business, financial condition or results of
    operations.
 11




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A
    significant portion of our revenues come from a small number of
    customers
      We depend
    on private label sales arrangements and third party distributors
    for a significant portion of our revenues, the loss of one or
    more of which could reduce our future sales revenue
  Rochester Medical
  We may
    not succeed in establishing a separate brand identity for our
    Rochester Medical brand products
  Rochester Medical
   12




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Our
    products may not succeed in the market
  RELEASE-NF Catheter FemSoft Insert and/or
  We face
    significant competition in the market for urinary continence
    products
    Our
    products may become obsolete if we are unable to anticipate and
    adapt to new treatments or techniques
    We have a
    limited history of profitability and may experience future
    losses
   13




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Our
    products and manufacturing activities are subject to extensive
    governmental regulation that could prevent us from selling our
    products or introducing new and/or improved products in the
    United States or internationally
        Our
    success may depend on the ability of healthcare providers to
    achieve adequate levels of third-party reimbursement
       14




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We depend
    on certain key personnel, the loss of whom could harm our
    business
    We depend
    on a few suppliers for key components, making us vulnerable to
    supply shortages and price fluctuation
    All of
    our manufacturing operations are conducted at a single
    industrial park; therefore, any disruption at our existing
    facilities could substantially affect our business
    We depend
    on patents and proprietary rights, which we may not be able to
    protect
   15




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We may
    face intellectual property infringement claims that would be
    costly to resolve
  and/or
  We may
    face product liability claims that could result in costly
    litigation and significant liabilities
    International
    operations will expose us to additional risks
      
    the ability of our independent distributors to market and sell
    our products;
    our ability to identify new independent distributors in
    international markets where we do not currently have
    distributors;
    the impact of recessions in economies outside the United States;
    the impact of currency exchange rate fluctuations;
    greater difficulty in collecting accounts receivable and longer
    collection periods;
    unexpected changes in regulatory requirements, tariffs or other
    trade barriers;
    weaker intellectual property rights protection in some countries;
    potentially adverse tax consequences; and
    political and economic instability. 16




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We will
    incur significant increased costs as a result of operating as a
    public company, and our management will be required to devote
    substantial time to new compliance requirements
      We may be
    unable to meet our future capital requirements
  RELEASE-NF Catheter FemSoft Insert
  ITEM 1B.
    Unresolved
    Staff Comments   17




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ITEM 2.
    Properties  33-acre
  ITEM 3.
    Legal
    Proceedings  No. 504-CV-060.
          ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   18




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PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Stock
    Listing and Prices
  Form 10-K
  High


LowFiscal 2007First Quarter

$
12.58



7.75Second Quarter


22.78



12.46Third Quarter


29.48



14.57Fourth Quarter


19.04



13.70Fiscal 2008First Quarter

$
18.02



11.07Second Quarter


13.98



9.24Third Quarter


13.27



10.42Fourth Quarter


14.61



9.90   Repurchases
    of Equity Securities
      Holders
    Dividends
   19




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Stock
    Performance Graph
    COMPARISON
    OF 5-YEAR CUMULATIVE TOTAL RETURN
 AMONG ROCHESTER MEDICAL CORP.,
 NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
  
  ASSUMES
    $100 INVESTED ON OCT. 1, 2003
 ASSUMES  DIVIDEND REINVESTED
 FISCAL YEAR ENDING SEPT. 30, 2008
  Fiscal Year Ending9/30/03



9/30/04



9/30/05



9/30/06



9/30/07



9/30/08Rochester Medical Corporation



100.00




79.75




83.21




140.76




322.38




235.52Hemscott Group Medical Instruments and Supplies Index



100.00




129.84




143.30




142.94




176.66




183.46Nasdaq Market Index



100.00




106.02




120.61




127.77




152.68




118.28  20




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ITEM 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Fiscal Years Ended September 30,2008


2007


2006


2005


2004(In thousands, except for per share data)Net sales

$
35,192


$
32,663


$
21,666


$
15,942


$
15,011Cost of sales


18,484



15,619



13,057



10,330



9,615Gross profit


16,708



17,044



8,609



5,612



5,396Operating expenses:Marketing and selling


9,499



6,490



3,109



2,398



2,176Research and development


1,044



943



760



730



706General and administrative


6,658



6,743



3,345



2,127



1,857Total operating expenses


17,201



14,176



7,214



5,255



4,739Income (loss) from operations


(493
)


2,868



1,395



357



657Other income


1,240



38,855











Interest income (expense), net


(566
)


775



(108
)


124



90Net income before income tax


181



42,498



1,287



481



747Income tax benefit (expense)


578



(8,448
)


672



454



Net income

$
759


$
34,050


$
1,959


$
935


$
747Net income per common share  basic

$
.06


$
2.97


$
.18


$
.09


$
.07Net income per common share  diluted

$
.06


$
2.77


$
.17


$
.08


$
.07Weighted average number of common shares outstanding 
    basic


11,816



11,450



11,068



10,932



10,868Weighted average number of common shares outstanding 
    diluted


12,577



12,272



11,666



11,430



11,374   As of September 30,2008


2007


2006


2005


2004(In thousands, except per share data)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
37,002


$
37,137


$
2,907


$
6,416


$
5,872Working capital


48,772



46,325



7,664



12,671



11,119Total assets


76,983



75,495



35,952



22,209



21,384Long-term debt and capital lease obligations


4,046



6,066



7,563



98



172Retained earnings (accumulated deficit)


14,724



13,964



(20,086
)


(22,045
)


(22,979
)Total shareholders equity


67,699



64,509



23,097



20,288



18,888    21




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ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Our Managements Discussion and Analysis of Financial
    Condition and Results of Operations should be read in
    conjunction with the narrative description of our business in
    Item 1 of Part I of our Annual Report on
    Form 10-K
    and our Consolidated Financial Statements, accompanying Notes
    and other information listed in the accompanying Financial Table
    of Contents
  Overview
  FemSoft Insert. Rochester
    Medical ®
  Rochester
    Medical Rochester
    Medical
  Rochester Medical Rochester Medical
  Rochester Medical
    Rochester Medical Script-Easy
   22




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
    On November 6, 2006, we announced we had been awarded a
    national Group Purchasing Contract for urological products from
    Premier Purchasing Partners, L.P. (Premier). The
    agreement became effective March 1, 2007. Premier is one of
    the largest Group Purchasing Organizations in the United States
    with over $27 billion in contract purchases per year. Its
    members include more than 1,500 hospital facilities and hundreds
    of other care sites. The contract includes our Foley catheters
    (including our infection control catheters), MECs, intermittent
    catheters, and urethral inserts.
    On November 20, 2006, we announced that we had reached a
    settlement with Premier with respect to the lawsuit we initiated
    in February 2004 against certain GPOs and individual defendants
    alleging anti-competitive conduct against the defendants in the
    markets for standard and anti-infection Foley catheters as well
    as urethral catheters. Under the settlement agreement, Premier
    paid us $8,825,000 (net $5,155,000 after payment of
    attorneys fees and expenses) and was dismissed from the
    lawsuit. On December 14, 2006, we announced we had reached
    a settlement with C.R. Bard, Inc., whereby C.R. Bard, Inc. paid
    us $49,000,000 (net $33,450,000 after payment of attorneys
    fees and expenses), and was released from the lawsuit. On
    August 6, 2007, we announced that we had reached a
    settlement with Novation LLC (Novation) with respect
    to the lawsuit. Under the settlement agreement, Novation awarded
    us an Innovative Technology Contract for our urological catheter
    products and related accessories, including our advanced
    Infection Control catheters, and was dismissed from the lawsuit.
    The litigation continues against Tyco, which is scheduled for
    trial in January 2009. We cannot now estimate the prospects of a
    favorable outcome against Tyco.
    On December 11, 2006, we announced we had signed a new
    Private Label Agreement for supply of MECs to Hollister
    Incorporated (Hollister) for sale under the
    Hollister brand worldwide, excluding the United Kingdom, and
    also announced that we amended our 2003 OEM/Private Label
    Agreement. The two companies also agreed to terminate the Common
    Interest and Defense Agreement which we entered into in
    September 2004 for the defense of our Hydrophilic Intermittent
    catheter technology with respect to the patent infringement
    action in the United Kingdom between Coloplast A/S
    (Coloplast) and Hollister. We have agreed with
    Hollister to release each other from any claims under the Common
    Interest and Defense Agreement. In particular, we will not be
    required to pay any additional legal fees under the terminated
    agreement.
    As mentioned above, on August 6, 2007, we announced that
    Novation awarded us an Innovative Technology Contract for our
    urological catheter products and related accessories, including
    our advanced infection control catheters. Novation provides
    contracting services to more than 2,500 members of VHA, Inc. and
    the University HealthSystem Consortium, or UHC, and nearly 9,000
    members of Provista (formerly HPPI). The Innovative Technology
    Contract has a three year term from the effective date of
    September 1, 2007.
    Effective April 1, 2008, the four regional Durable Medical
    Equipment Medicare Administrative Contractors covering the
    United States implemented a new reimbursement policy covering
    the use of intermittent catheters. The main policy change now
    allows an intermittent catheter user a maximum of 200 catheters
    per month instead of four catheters per month under the previous
    policy. We believe this is a very positive change in helping
    reduce urinary tract infections and improving the quality of
    life for intermittent catheter users. We expect the updated
    Medicare coverage policy will increase the usage of intermittent
    catheters in the U.S., although the scale and pace of the change
    are difficult to predict.
    On May 15, 2008, we announced that the United
    Kingdoms Association for Continence Advice (ACA) awarded
    us its trophy for best product for our Hydrosil Discreetintermittent catheter. There were seventeen entries
    competing for the ACA Look Good, Feel Good Award at
    the ACA annual conference, including entries from our major
    competitors. The ACA is a membership organization for health and
    social care professionals concerned with the progression of care
    for continence.
    On June 12, 2008, we announced that Rochester Medical was a
    winner of a Premier Performance Award, presented by the Premier
    healthcare alliances Purchasing Partners unit. We were one
    of 54 of more than 800 Premier contracted suppliers to receive
    the Performance Award, which recognizes the efforts of
    contracted 23




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suppliers to meet or exceed Premier members service
    expectations. In selecting recipients, satisfaction and
    performance data are collected and scored over four successive
    calendar quarters. Organizations scoring 80 percent or
    higher earn the Performance Award.    Application
    of Critical Accounting Policies
      Inventories
    Accounts
    Receivable
    Revenue
    Recognition
   24




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Income
    Taxes
    Valuation
    of Goodwill and Other Intangibles
        Long-Lived
    Assets
  Accounting for the
    Impairment of Disposal of Long-Lived Assets
 25




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Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock-Based
    Compensation
         26




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Results
    of Operations
   Fiscal Years EndedSeptember 30,2008


2007


2006Total net sales


100
%


100
%


100
%Cost of sales


53



48



60Gross margin


47



52



40Operating expenses:Marketing and selling


27



20



14Research and development


3



3



4General and administrative


19



20



15Total operating expenses


49



43



33Income (loss) from operations


(1
)


9



7Other income






119



Interest income (expense), net


2



2



(1
)Net income before income taxes


1
%


130
%


6
%   FemSoft Insert. Rochester Medical
 Fiscal Years Ended September 30,2008








2007








2006Domestic


International


Total


Domestic


International


Total


Domestic


International


TotalPrivate label sales:Base products

$
6,533


$
3,827


$
10,360


$
7,635


$
4,200


$
11,835


$
5,596


$
4,406


$
10,002Advanced products


984







984



1,042



550



1,592



646



100



746Total private label sales


7,517



3,827



11,344



8,677



4,750



13,427



6,242



4,506



10,748Branded sales:Base products


3,950



16,792



20,742



3,576



13,586



17,162



3,368



5,706



9,074Advanced products


2,676



430



3,106



1,678



396



2,074



1,383



461



1,844Total branded sales


6,626



17,222



23,848



5,254



13,982



19,236



4,751



6,167



10,918Total net sales:

$
14,143


$
21,049


$
35,192


$
13,931


$
18,732


$
32,663


$
10,993


$
10,673


$
21,666   Fiscal
    Year Ended September 30, 2008 Compared to Fiscal Year Ended
    September 30, 2007
  Net Sales. Rochester Medical
 27




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Gross Margin.
  Marketing and Selling. Rochester Medical
  Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
    Net Income.
 28




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Fiscal
    Year Ended September 30, 2007 Compared to Fiscal Year Ended
    September 30, 2006
  Net Sales.
  Gross Margin.
  Marketing and Selling.
  Research and Development.
  General and Administrative.
  Interest Income.
  Other Income.
  Interest Expense.
  Income Taxes.
 29




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Net Income.
  Liquidity
    and Capital Resources
        
    a $841,000 increase in accounts receivable reflecting increasing
    sales activity over prior year.
    a $604,000 increase in inventory as we increased our finished
    goods and
    work-in-process
    inventory to support the increase in sales volume.
    a $655,000 increase in other current assets
    a $1,097,000 increase in accounts payable reflecting timing of
    payments and increased business over prior year.
    a $416,000 decrease in taxes payable due to levels of pre-tax
    income and timing of payments.     30




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Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by PeriodLess than








After 5Contractual Obligations

Total


1 year


1-3 years


4 - 5 years


yearsLong term debt, including interest

$
6,470,587


$
2,255,850


$
4,214,737


$



$
Unrecognized tax benefits under FIN
    48(1)


239,496



239,496











Purchase obligations (general operating)


574,590



574,590











Total Contractual Obligations

$
7,284,673


$
3,069,936


$
4,214,737


$



$
     (1)
    
    See Item 8 of Part II of this
    Form 10-K,
    Financial Statements and Supplementary Data 
    Note 7  Income Taxes.  Off-Balance
    Sheet Arrangements
  Regulation S-K.
 31




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New
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement 109
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements, an Amendment of ARB No. 51
  FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2. FAS 157-2 FAS 157-2
  Disclosures About Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
 32




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The
    Hierarchy of Generally Accepted Accounting Principles
  Cautionary
    Statement Regarding Forward Looking Information
    
    the uncertainty of market acceptance of new product
    introductions;
    the uncertainty of gaining new strategic relationships;
    the uncertainty of timing of revenues from private label sales
    (particularly with respect to international customers);
    the uncertainty of successfully integrating and growing our new
    UK operations and the risks associated with operating an
    international business;
    FDA and other regulatory review and response times;
    the securing of Group Purchasing Organization contract
    participation;
    the uncertainty of gaining significant sales from secured GPO
    contracts;
    and other risk factors listed from time to time in our SEC
    reports, including, without limitation, the section entitled
    Risk Factors in Item 1A of this
    Form 10-K.  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.   33




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ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    non-U.S. currency
   34




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ITEM 8.
    Financial
    Statements and Supplementary Data  Rochester
    Medical Corporation
  Consolidated
    Financial Statements
  Years
    Ended September 30, 2008, 2007 and 2006
  PageReports of Independent Registered Public
    Accounting Firms

36-38Audited Financial StatementsConsolidated Balance Sheets

39Consolidated Statements of Operations

40Consolidated Statement of Shareholders
    Equity and Comprehensive Income (Loss)

41Consolidated Statements of Cash Flows

42Notes to Consolidated Financial Statements

43  35




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Report of
    Independent Registered Public Accounting Firm           Internal Control 
    Integrated Framework
  Grant
    Thornton LLP
    36




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework
    Grant
    Thornton LLP
    37




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           McGladrey &
    Pullen LLP
    38




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED BALANCE SHEETS  September 30,2008


2007Assets:Current assets:Cash and cash equivalents

$
8,508,000


$
6,671,356Marketable securities


28,493,648



30,465,244Accounts receivable, less allowance for doubtful accounts
    ($65,202  2008; $57,913  2007)


6,009,023



5,527,518Inventories, net


8,745,873



7,698,889Prepaid expenses and other current assets


1,110,291



6,480Deferred income tax asset


1,143,931



876,03254,010,766



51,245,519Property, plant and equipment:Land


739,836



365,952Buildings


6,956,240



7,400,706Equipment and fixtures


16,086,643



14,622,36123,782,719



22,389,019Less accumulated depreciation


(13,899,390
)


(12,709,984
)Total property, plant and equipment


9,883,329



9,679,035Deferred income tax asset


831,299



571,721Goodwill


5,169,661



5,920,255Finite life intangibles, less accumulated amortization
    ($1,511,307  2008; $886,008  2007)


6,860,213



7,821,562Patents, less accumulated amortization ($1,147,088 
    2008; 
    $1,090,178  2007)


227,358



257,353Total assets

$
76,982,626


$
75,495,445Liabilities and Shareholders Equity:Current liabilities:Accounts payable

$
2,127,470


$
1,091,874Accrued compensation


915,661



1,109,533Accrued expenses


254,993



869,404Current maturities of debt


1,940,292



1,849,463Total current liabilities


5,238,416



4,920,274Long-term liabilities:Other long term liabilities


239,496



Long-term debt, less current maturities


3,806,185



6,066,246Total long-term liabilities


4,045,681



6,066,246Shareholders equity:Common stock, no par value:Authorized shares  40,000,000Issued and outstanding shares: (11,936,586  2008;
    11,690,886  2007)


54,223,669



50,150,739Retained earnings


14,723,541



13,964,438Accumulated other comprehensive income (loss)


(1,248,681
)


393,748Total shareholders equity


67,698,529



64,508,925Total liabilities and shareholders equity

$
76,982,626


$
75,495,445   The accompanying notes are an integral part of these
    financial statements.
 39




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED STATEMENTS OF OPERATIONS  Fiscal Years Ended September 30,2008


2007


2006Net sales

$
35,191,949


$
32,663,087


$
21,665,837Cost of sales


18,483,985



15,619,178



13,057,090Gross profit


16,707,964



17,043,909



8,608,747Operating expenses:Marketing and selling


9,498,596



6,490,497



3,109,207Research and development


1,044,205



943,225



759,639General and administrative


6,658,002



6,742,665



3,344,662Total operating expenses


17,200,803



14,176,387



7,213,508Income (loss) from operations


(492,839
)


2,867,522



1,395,239Other income (expense):Interest income


1,239,689



1,288,603



116,341Other income (expense)


(88,642
)


38,855,000



Interest expense


(477,560
)


(513,296
)


(224,848
)673,487



39,630,307



(108,507
)Net income before income taxes


180,648



42,497,829



1,286,732Income tax benefit (expense)


578,455



(8,447,649
)


672,176Net income

$
759,103


$
34,050,180


$
1,958,908Net income per common share  basic

$
.06


$
2.97


$
.18Net income per common share  diluted

$
.06


$
2.77


$
.17Weighted average number of common shares outstanding 
    basic


11,815,904



11,449,646



11,068,102Weighted average number of common shares outstanding 
    diluted


12,577,337



12,272,172



11,665,992   The accompanying notes are an integral part of these
    financial statements.
 40




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND
    COMPREHENSIVE INCOME (LOSS)  Retained


AccumulatedEarnings


OtherCommon Stock


(Accumulated


ComprehensiveShares


Amount


Deficit)


Income (Loss)


TotalBalance at October 1, 2006


11,047,000


$
42,407,912


$
(22,044,650
)

$
(75,074
)

$
20,288,188Net income for the year










1,958,908







1,958,908Foreign currency translation adjustment














53,577



53,577Unrealized gain on available-for-sale securities














75,074



75,074Subtotal  comprehensive income


















2,087,559Stock based compensation






599,527











599,527Stock option exercises


39,560



121,288











121,288Balance at September 30, 2006


11,086,560



43,128,727



(20,085,742
)


53,577



23,096,562Net income for the year










34,050,180







34,050,180Foreign currency translation adjustment














443,534



443,534Unrealized loss on available-for-sale securities














(103,363
)


(103,363
)Subtotal  comprehensive income


















34,390,351Tax benefit of stock options exercised






2,325,866











2,325,866Stock based compensation






2,117,011











2,117,011Stock option exercises


604,326



2,579,135











2,579,135Balance at September 30, 2007


11,690,886



50,150,739



13,964,438



393,748



64,508,925Net income for the year










759,103







759,103Foreign currency translation adjustment














(1,456,869
)


(1,456,869
)Tax effect on unrealized loss on securities














138,890



138,890Unrealized loss on available-for-sale securities














(324,450
)


(324,450
)Subtotal  comprehensive loss


















(833,326
)Tax benefit of stock options exercised






1,364,491











1,364,491Stock based compensation






1,364,561











1,364,561Stock option exercises


245,700



1,343,878











1,343,878Balance at September 30, 2008


11,936,586


$
54,223,669


$
14,723,541


$
(1,248,681
)

$
67,698,529   The accompanying notes are an integral part of these
    financial statements.
 41




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS  Fiscal Years Ended September 30,2008


2007


2006Operating Activities:Net income

$
759,103


$
34,050,180


$
1,958,908Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


1,209,554



1,161,291



962,698Amortization


717,009



724,067



279,394Stock based compensation


1,364,561



2,117,011



599,527Deferred revenue






(564,286
)


(157,142
)Deferred income taxes


(528,535
)


(203,070
)


(776,999
)Tax benefit of stock options exercised


404,959



2,325,866



Changes in operating assets and liabilities, net of the effects
    of business acquisition:Accounts receivable


(841,382
)


(877,450
)


(1,267,082
)Inventories


(604,318
)


(2,966,577
)


(693,206
)Prepaid expenses and other current assets


(655,116
)


(240,402
)


(59,240
)Accounts payable


1,096,684



(197,366
)


995,117Income tax payable


(415,671
)


500,688



Other current liabilities


(110,327
)


(308,524
)


982,675Net cash provided by operating activities


2,396,521



35,521,428



2,824,649Investing Activities:Purchases of property, plant and equipment


(1,609,741
)


(2,482,625
)


(354,182
)Business acquisition






60,579



(10,857,505
)Patents


(26,915
)


(49,795
)


(47,529
)Purchase of marketable securities


(76,658,063
)


(36,557,555
)


Proceeds from sales and maturities of marketable securities


78,444,303



5,975,000



5,361,625Net cash provided by (used in) investing activities


149,584



(33,054,396
)


(5,897,591
)Financing Activities:Payments on capital leases






(64,030
)


(39,785
)Proceeds from long-term debt










5,000,000Payments on long-term debt


(2,169,233
)


(1,744,919
)


(250,000
)Excess tax benefit from exercises of stock options


959,523







Net proceeds from issuance of common stock from option exercises


1,343,877



2,579,135



121,288Net cash provided by financing activities


134,167



770,186



4,831,503Effect of exchange rate on cash


(843,628
)


527,440



18,261Increase in cash and cash equivalents


1,836,644



3,764,658



1,776,822Cash and cash equivalents at beginning of year


6,671,356



2,906,698



1,129,876Cash and cash equivalents at end of year

$
8,508,000


$
6,671,356


$
2,906,698Supplemental Cash Flow Information:Cash paid for interest

$
476,577


$
604,635


$
94,650Cash paid for income taxes


785,000



5,750,000



Supplemental disclosure of non-cash financing activities:Debt used to finance asset acquisition

$



$



$
4,409,099   The accompanying notes are an integral part of these
    financial statements.
 42




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



September 30,
    2008  1.
    Business
    Activity  FemSoft Insert Release-NF
  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    Equivalents
    Marketable
    Securities
    UnrealizedCost

Loss

Fair ValueSeptember 30, 2008

$
28,915,366


$
(421,718
)

$
28,493,648September 30, 2007

$
30,582,556


$
(117,312
)

$
30,465,244     interest expense
  Fair
    Value of Financial Instruments
   43




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration
    of Credit
    Accounts
    Receivable
    Inventories
  (first-in,
  Property,
    Plant and Equipment
  25-35 years
  Finite
    Life Intangible Assets
    Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
 44




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Lived
    Assets
  Accounting for
    the Impairment or Disposal of Long-Lived Assets
  Foreign
    Currency Translation
  non-U.S. subsidiary Foreign Currency
    Translation non-U.S. subsidiaries
  Patents
    Revenue
    Recognition
    Release NF
  Shipping
    and Handling
    Research
    and Development Costs
   45




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
    and/or
    Advertising
    Costs
    Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Issued to
    Employees Accounting for Stock-Based
    Compensation
  Use of
    Estimates
   46




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Income Per Share
  Earnings Per Share
  Year Ended September 30,2008


2007


2006Numerator:Net income

$
759,103


$
34,050,180


$
1,958,903Denominator:Denominator for basic net income per common share 
    weighted average shares outstanding


11,815,904



11,449,646



11,068,102Effect of dilutive stock options


761,433



822,526



597,890Denominator for diluted net income per common share 
    weighted average shares outstanding


12,577,337



12,272,172



11,665,992     Business
    Segment
    New
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
 47




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements, an Amendment of ARB No. 51
  FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2. FAS 157-2 FAS 157-2
  Disclosures About Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
  3.
    Other
    Income (Loss)     48




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Inventories    September 30,2008


2007Raw materials

$
2,274,199


$
1,762,593Work-in-process


3,375,796



3,202,035Finished goods


3,217,830



2,851,288Reserve for inventory obsolescence


(121,952
)


(117,027
)$
8,745,873


$
7,698,889   5.
    Finite
    Life Intangible Assets    September 30, 2008


September 30, 2007Estimated Lives

Gross Carrying


Accumulated





Gross Carrying


Accumulated(Years)

Amount


Amortization


Net Value


Amount


Amortization


Net ValueTrademarks

8 to 15

$
5,423,000


$
945,410


$
4,477,590


$
5,423,000


$
540,233


$
4,882,767Supply agreement

5


634,000



295,870



338,130



634,000



169,070



464,930Customer relationships

20


2,314,520



270,027



2,044,493



2,650,570



176,705



2,473,865Totals



$
8,371,520


$
1,511,307


$
6,860,213


$
8,707,570


$
886,008


$
7,821,562     Year ended September 30, 2008

$
625,299Year ended September 30, 2007

$
668,165Year ended September 30, 2006

$
217,843     2009

$
653,4272010

$
653,4272011

$
590,0222012

$
526,6172013

$
526,617   6.
    Shareholders
    Equity  Stock
    Options
     49




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted


WeightedAverage


AverageShares





Exercise


RemainingReserved


Options


Price Per


ContractFor Grant


Outstanding


Share


LifeBalance as of September 30, 2005


156,500



2,046,000


$
4.42



4.90 yearsIncrease in authorized shares


1,000,000Options granted


(210,000
)


210,000



5.85Options exercised






(39,560
)


3.07Options canceled


194,440



(194,440
)


6.641991, 1995 Plan  options canceled and not reissuable


(175,940
)






6.85Balance as of September 30, 2006


965,000



2,022,000



4.39



4.94 yearsOptions granted


(407,000
)


407,000



11.69Options exercised






(645,666
)


4.75Options canceled


6,000



(6,000
)


10.70Balance as of September 30, 2007


564,000



1,777,334



5.90



5.73 yearsOptions granted


(204,500
)


204,500



11.14Options exercised






(245,700
)


5.57Options canceled


27,000



(27,000
)


20.911991, 1995 Plan  options canceled and not reissuable


(2,000
)






10.00Balance as of September 30, 2008


384,500



1,709,134


$
6.34



5.70 yearsOutstanding options exercisable at end of period






1,264,384


$
5.36



4.78 years    50




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Weighted





WeightedAverage





AverageWeighted

Exercise Price





Exercise PriceNumber


Average

Per Share 


Number


Per Share Range of

Outstanding


Remaining

Total Options


Exercisable


OptionsExercise Prices

at 9/30/08


Contractual Life

Outstanding


at 9/30/08


Exercisable$0.00  $5.00


957,634



3.8 years


$
3.33



875,134


$
3.415.01  10.00


210,000



6.7 years



5.80



145,000



5.7410.01  15.00


536,500



8.6 years



11.82



243,000



12.1015.01  20.00


5,000



8.5 years



18.02



1,250



18.021,709,134



5.7 years


$
6.34



1,264,384


$
5.36       2008


2007Dividend yield


0
%


0
%Expected volatility


54
%


48
%Risk-free interest rate


3.09
%


4.113
%Expected holding period (in years)


8.13



6.19Weighted-average grant-date fair value

$
6.86


$
8.03    51




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Income
    Taxes    September 30,2008


2007Deferred income tax assets:Allowance for doubtful accounts

$
20,448


$
21,034Inventory reserves


44,293



42,505Inventory capitalization


514,072



504,864Accrued expenses


56,200



86,396Nonqualified option expense


994,478



724,040Restricted stock expense


72,835



34,199Capital loss carryforward


37,602



37,602Prepaid taxes on intercompany sales


355,556



206,956Other


153,141



14,278Total income tax deferred assets


2,248,625



1,671,874Deferred income tax liability:Depreciation and amortization


273,395



207,283Other






16,838Net deferred income tax assets

$
1,975,230


$
1,447,753     September 30,2008


2007Current assets

$
1,143,931


$
876,032Noncurrent assets


831,299



571,721$
1,975,230


$
1,447,753    52




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  34-35%.
  Accounting for Uncertainty in Income
    Taxes, an Interpretation of SFAS No. 109
  and/or
      Balance at October 1, 2007

$
0Increases/(decreases) as a result of tax positions taken during
    a prior period


0Increases/(decreases) as a result of tax positions taken during
    the current period


239,496Decreases for tax positions related to acquired entities during
    a prior period


0Reductions as a result of lapse of the applicable statute of
    limitations


0Decreases relating to settlements with taxing authorities


0Balance at September 30, 2008

$
239,496  53




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2008


2007


2006Income before taxes:U.S.

$
317,024


$
41,700,139


$
836,990Non-U.S.


(136,376
)


797,690



449,742Total income before taxes


180,648



42,497,829



1,286,732Provision for taxes:U.S.Current tax expense (benefit)

$
(230,078
)

$
16,554,431



593,000Deferred tax expense (benefit)


(363,176
)


(212,801
)


(777,000
)Benefit of operating loss carryforwards






(8,140,581
)


(593,000
)Total U.S.


(593,254
)


8,201,049



(777,000
)Non-U.S.Current tax expense


40,238



236,275



104,824Deferred tax expense (benefit)


(25,439
)


10,325



Total Non-U.S.


14,799



246,600



104,824Total provision (benefit) for taxes

$
(578,455
)

$
8,447,649


$
(672,176
)     2008


2007


2006Statutory federal income tax rate


34
%


35
%


34
%Increase (decrease) in taxes resulting from:State taxes


28



2



3Foreign taxes


52



1



8Tax exempt interest


(142
)


(1
)


FAS 123R on incentive stock options


59







Change in valuation allowance and utilization of net operating
    loss carryforward






(17
)


(97
)R&D credits


(310
)






Change in FIN 48 reserve


129







Rate adjustment on deferred taxes


(109
)






DPAD


70







Other


9







Effective income tax rate


(320
)%


20
%


(52
)%   8.
    Related
    Party Transactions  brother-in-law
 54




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Significant
    Customers    September 30,2008


2007


2006Significant customers:Hollister


12
%


15
%


16
%Coloplast


11



13



9Porges (subsidiary of Coloplast)


3



3



5Total


26
%


31
%


30
%   10.
    Employee
    Benefit Plan    11.
    Geographic
    Area Data    September 30,2008


2007


2006Sales:United States

$
14,143,490


$
13,925,808


$
10,993,204Europe


19,107,071



16,777,866



8,383,854Rest of world


1,941,388



1,959,413



2,288,779Total

$
35,191,949


$
32,663,087


$
21,665,837       September 30,2008


2007Long-lived assets:United States

$
13,557,637


$
13,805,558Europe


8,582,924



9,872,648Total

$
22,140,561


$
23,678,206   12.
    Acquisition
    of Assets from Mentor and Coloplast   55




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    work-in-progress
  ® ®
      Purchase
    Price Summary
  Category

AmountInitial cash payment

$
9,269,000Cash payment for inventories


936,000Direct acquisition costs


653,000Total cash paid


10,858,000Seller financed debt


5,340,000Total Consideration

$
16,198,000   Value
    Assigned to Assets & Liabilities
  Category

AmountCurrent assets

$
936,000Property & equipment


1,287,000Identifiable intangibles


8,488,000Goodwill


5,487,000Net Assets Acquired

$
16,198,000  56




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006Net Sales

$
26,634,721Net Income


3,295,002Per share data:Basic earnings

$
0.30Diluted earnings

$
0.28     13.
    Line of
    Credit and Long-Term Debt        2009

$
1,940,2922010


2,052,3832011


1,753,802Total

$
5,746,477  57




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Quarterly
    Results (Unaudited)    Three Months EndedDecember 31


March 31


June 30


September 30Fiscal year 2008:Net sales

$
8,223


$
9,215


$
8,241


$
9,512Gross profit


4,141



4,272



3,672



4,622Income (loss) from operations


72



(429
)


(458
)


322Net income (loss) before taxes


376



(202
)


(342
)


348Net income (loss) per common share  basic

$
.02


$
(.01
)

$
.03


$
.03Net income (loss) per common share  diluted

$
.02


$
(.01
)

$
.02


$
.03Fiscal year 2007:Net sales

$
7,512


$
8,347


$
8,367


$
8,437Gross profit


3,736



4,427



4,449



4,392Income from operations


290



957



927



693Net income before taxes


38,810



1,243



1,231



1,213Net income per common share  basic

$
2.83


$
.09


$
.07


$
.06Net income per common share  diluted

$
2.59


$
.08


$
.06


$
.06  58




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##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure      Regulation S-K
    Form 10-K.
  Regulation S-K.
  ITEM 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Managements Annual Report on Internal Control Over
    Financial Reporting.
  Changes in Internal Control Over Financial
    Reporting.
  ITEM 9B.
    Other
    Information   59




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##### Table of Contents



PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance      ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities





Under Equityto be Issued Upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(Excluding SecuritiesOutstanding Options,


Outstanding Options,


Reflected in ColumnWarrants and Rights


Warrants and Rights


(a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders(1)


1,697,134


$
6.35



296,500Equity compensation plans not approved by security holders(2)


12,000


$
5.06



88,000Total


1,709,134


$
6.34



384,500     (1)
    
    Includes shares issuable under our 1991 Stock Option Plan and
    2001 Stock Incentive Plan.(2)
    
    Includes shares issuable to persons other than our full-time
    officers or employees pursuant to the exercise of stock options
    granted under our 1995 Non-Statutory Stock Option Plan that do
    not qualify as incentive stock options within the
    meaning of Section 422 of the Code.   60




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##### Table of Contents



ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    ITEM 14.
    Principal
    Accounting Fees and Services   PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules                        3
.1

Articles of Incorporation of the Company, as amended.
    (Incorporated by reference to Exhibit 3.1 of
    Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 2006).3
.2

Amended and Restated Bylaws of the Company, as amended.
    (Incorporated by reference to Exhibit 3.2 of
    Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 2007).4
.1

Specimen of Common Stock Certificate. (Incorporated by reference
    to Exhibit 4.4 of Registrants Annual Report on
    Form 10-KSB
    for fiscal year ended September 30, 1995).10
.1

The Companys 1991 Stock Option Plan as amended
    (Incorporated by reference to Exhibit 4.5 of
    Registrants Registration Statement on
    Form S-8,
    Registration Number
    333-10261).10
.2

Amendment to the Companys 1991 Stock Option Plan as
    amended (Incorporated by reference to Exhibit 4.3 of
    Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 1998).10
.3

Employment Agreement, dated August 31, 1990 between the
    Company and Anthony J. Conway. (Incorporated by reference to
    Exhibit 10.13 of Registrants Registration Statement
    on
    Form S-18,
    Registration Number
    33-36362-C).10
.4

Employment Agreement, dated August 31, 1990 between the
    Company and Philip J. Conway. (Incorporated by reference to
    Exhibit 10.14 of Registrants Registration Statement
    on
    Form S-18,
    Registration Number
    33-36362-C).10
.5

Change of Control Agreement dated December 4, 1998, between
    the Company and Philip J. Conway (Incorporated by reference to
    Exhibit 10.3 of Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 1998). 61




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##### Table of Contents



10
.6

Change of Control Agreement dated November 21, 2000,
    between the Company and Anthony J. Conway. (Incorporated by
    reference to Exhibit 10.6 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10
.7

Change of Control Agreement dated November 21, 2000,
    between the Company and Martyn R. Sholtis. (Incorporated by
    reference to Exhibit 10.9 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10
.8

Change of Control Agreement dated November 21, 2000,
    between the Company and David A. Jonas. (Incorporated by
    reference to Exhibit 10.10 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10
.9

The Companys 2001 Stock Incentive Plan. (Incorporated by
    reference to Exhibit 10.1 of Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2006).10
.10

Form of Incentive Stock Option Agreement. (Incorporated by
    reference to Exhibit 10.10 of Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2006).10
.11

Form of Non-Incentive Stock Option Agreement. (Incorporated by
    reference to Exhibit 10.11 of Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2006).10
.12

Form of Restricted Stock Award (Incorporated by reference to
    Exhibit 10.2 of the Registrants Current Report on
    Form 8-K
    filed on November 21, 2006).10
.13

The Companys Fiscal 2007 Management Incentive Plan.
    (Incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K
    filed on November 21, 2006).10
.14

The Companys Fiscal 2008 Management Incentive Plan.
    (Incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K
    filed on November 20, 2007).10
.15

Agreement, dated May 17, 2006, between Coloplast A/S,
    Coloplast Limited, Mentor Medical Limited, the Company and
    Rochester Medical Limited (Incorporated by reference to
    Exhibit 10.1 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10
.16

Asset Purchase Agreement, dated May 27, 2006, by and
    between Mentor Corporation and the Company (Incorporated by
    reference to Exhibit 10.4 of the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10
.17

Term Loan Agreement, dated May 26, 2006, between the
    Company and U.S. Bank N.A. (Incorporated by reference to
    Exhibit 10.5 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10
.18

Revolving Credit Agreement, dated May 26, 2006, between the
    Company and U.S. Bank N.A. (Incorporated by reference to
    Exhibit 10.6 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10
.19

First Amendment to Term Loan Agreement and Addendum and
    Revolving Credit Agreement, dated May 26, 2006
    (Incorporated by reference to Exhibit 10.7 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).16


Letter from McGladrey & Pullen LLP, (Incorporated by
    reference to Exhibit 16.1 of the Registrants Current
    Report on
    Form 8-K
    filed on March 14, 2008)21
*

Subsidiaries of the Company23
.1*

Consent of Grant Thornton LLP.23
.2*

Consent of McGladrey & Pullen LLP.24
*

Power of Attorney.31
.1*

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a).31
.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a).32
.1*

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(b).32
.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(b).    *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to
    Form 10-K
    pursuant to Item 15(c) of
    Form 10-K. 62




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##### Table of Contents



SIGNATURES    Rochester Medical Corporation
  By:
    /s/  Anthony
    J. Conway   Chairman of the Board, President and,
 Chief Executive Officer
      Signature

Title/s/  Anthony
    J. ConwayAnthony
    J. Conway

Chairman of the Board, President and Chief Executive Officer
    (principal executive officer)/s/  David
    A. JonasDavid
    A. Jonas

Director, Chief Financial Officer, Treasurer and Secretary
    (principal financial and accounting officer)*Darnell
    L. Boehm

Director*Roger
    W. Schnobrich

Director*Benson
    Smith

Director*By

/s/  David
    A. JonasDavid
    A. JonasAttorney-in-Fact    63




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
    AND RESERVES
  COL. A

COL. B


COL. C


COL. D


COL. EAdditions


(1), (2)Balance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other Accounts


Deductions


End ofDescription

Period


Expenses


 Describe


 Describe


PeriodYear ended September 30, 2008:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
57,913


$
10,807






$
3,518


$
65,202Allowance for inventory obsolescence


117,027



104,196







99,272



121,951Year ended September 30, 2007:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
55,540


$
7,080






$
4,707


$
57,913Allowance for inventory obsolescence


82,018



131,686







96,677



117,027Year ended September 30, 2006:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
93,549


$
6,128






$
44,137


$
55,540Allowance for inventory obsolescence


100,000



85,993







103,976



82,018     (1)
    
    Uncollectible accounts written off net of recoveries(2)
    
    Obsolete inventory written off against the allowance 64




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##### Table of Contents



INDEX TO
    EXHIBITS  Exhibit21


Subsidiaries of the Company.23
.1

Consent of Grant Thornton LLP23
.2

Consent of McGladrey & Pullen LLP24


Power of Attorney31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)32
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(b)32
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(b)  65