##### 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, 2007o

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

41-1613227State of Incorporation

IRS 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:
  Common Stock without par value

Nasdaq Global MarketTitle of each class

Name of each exchange on which
    registered   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. þ
  Rule 12b-2
  o þ 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


17ITEM 3.


Legal Proceedings


17ITEM 4.


Submission of Matters to a Vote of Security
    Holders


18PART II


18ITEM 5.


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


18ITEM 6.


Selected Financial Data


20ITEM 7.


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


21ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


32ITEM 8.


Financial Statements and Supplementary Data


33ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


54ITEM 9A.


Controls and Procedures


54ITEM 9B.


Other Information


55PART III


56ITEM 10.


Directors, Executive Officers and Corporate
    Governance


56ITEM 11.


Executive Compensation


56ITEM 12.


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


56ITEM 13.


Certain Relationships and Related Transactions,
    and Director Independence


57ITEM 14.


Principal Accounting Fees and Services


57PART IV


57ITEM 15.


Exhibits and Financial Statement Schedules


57SIGNATURES


59INDEX TO EXHIBITS


61Amended and Restated Bylaws of the Company, as AmendedSubsidiaries of the CompanyConsent of McGladrey & Pullen LLPPower of AttorneyCertification of Chief Executive Officer Pursuant to Rule 13a-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)   2




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##### Table of Contents



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
  non-United
  Rochester
    Medical Rochester Medical
      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
            Third
    Party Reimbursement
  FemSoft Insert
 8




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and/or
  Private
    Label Distribution Agreements
      Release-NF
  Environmental
    Matters
    Employees
    Executive
    Officers of the Registrant
    Name

Age

PositionAnthony J. Conway


63


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


43


Chief Financial Officer and TreasurerPhilip J. Conway


51


Vice President, Production TechnologiesDara Lynn Horner


49


Vice President, MarketingMartyn R. Sholtis


48


Corporate Vice President   Anthony J. Conway
 9




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##### Table of Contents



David A. Jonas
  Philip J. Conway
  Dara Lynn Horner FemSoft Insert
  Martyn R. Sholtis
    Recent
    Developments
       10




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##### Table of Contents



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.
  A
    significant portion of our revenues come from a small number of
    customers
     11




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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
    Our
    products may not succeed in the market
  RELEASE-NF Catheter FemSoft Insert and/or
  We may
    not succeed in establishing a separate brand identity for our
    Rochester Medical brand products
  Rochester Medical
   12




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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
    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
   13




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Our
    success may depend on the ability of healthcare providers to
    achieve adequate levels of third-party reimbursement
        We depend
    on certain key personnel, the loss of whom could harm our
    business
   14




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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
    We may
    face intellectual property infringement claims that would be
    costly to resolve
   15




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##### Table of Contents



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;
    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.      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
   16




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We may be
    unable to meet our future capital requirements
  RELEASE-NF Catheter FemSoft Insert
  ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties  33-acre
  ITEM 3.
    Legal
    Proceedings  No. 504-CV-060.
 17




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ITEM 4.
    Submission
    of Matters to a Vote of Security Holders    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 2006First Quarter

$
5.10



4.55Second Quarter


6.37



5.08Third Quarter


7.75



6.22Fourth Quarter


8.12



7.05Fiscal 2007First Quarter

$
12.58



7.75Second Quarter


22.78



12.46Third Quarter


29.48



14.57Fourth Quarter


19.04



13.70   Repurchases
    of Equity Securities
   18




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Holders
    Dividends
    Stock
    Performance Graph
    
  19




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ITEM 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Fiscal Years Ended September 30,2007


2006


2005


2004


2003(In thousands, except for per share data)Net sales

$
32,663


$
21,666


$
15,942


$
15,011


$
14,655Cost of sales


15,619



13,057



10,330



9,615



9,574Gross profit


17,044



8,609



5,612



5,396



5,081Operating expenses:Marketing and selling


6,490



3,109



2,398



2,176



2,225Research and development


943



760



730



706



875General and administrative


6,743



3,345



2,127



1,857



1,809Total operating expenses


14,176



7,214



5,255



4,739



4,909Income from operations


2,868



1,395



357



657



172Other income


38,855















Interest income (expense), net


775



(108
)


124



90



158Net income before income tax


42,498



1,287



481



747



330Income tax benefit (expense)


(8,448
)


672



454







Net income

$
34,050


$
1,959


$
935


$
747


$
330Net income per common share  basic

$
2.97


$
.18


$
.09


$
.07


$
.03Net income per common share  diluted

$
2.77


$
.17


$
.08


$
.07


$
.03Weighted average number of common shares outstanding 
    basic


11,450



11,068



10,932



10,868



10,760Weighted average number of common shares outstanding 
    diluted


12,272



11,666



11,430



11,374



11,308   As of September 30,2007


2006


2005


2004


2003(In thousands, except per share data)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
37,137


$
2,907


$
6,416


$
5,872


$
5,966Working capital


46,325



7,664



12,671



11,119



10,398Total assets


75,495



35,952



22,209



21,384



21,125Long-term debt and capital lease obligations


6,066



7,563



98



172



267Retained earnings (accumulated deficit)


13,964



(20,086
)


(22,045
)


(22,979
)


(23,726
)Total shareholders equity

$
64,509


$
23,097


$
20,288


$
18,888


$
18,142    20




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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
      
    On June 2, 2006, we, through our subsidiary Rochester
    Medical Limited, completed the acquisition of certain assets of
    Coloplast A/S (Coloplast) and Mentor Medical Limited
    (MML). Through the acquisition, we acquired certain
    assets, including certain trademarks, related to sales of male
    external catheters, or MECs, in the United Kingdom. The assets
    also included MMLs sales offices and warehouse facility in
    Lancing, England.
    We also entered into a separately negotiated Private Label
    Distribution Agreement with Coloplast under which we supply
    silicone MECs to Coloplast, which are sold under
    Coloplasts brands worldwide excepting the United Kingdom.
    The Private Label Distribution Agreement specifies annual
    minimum purchases of silicone MECs by Coloplast. Coloplast also
    supplies us with our requirement of latex MECs which we will
    sell in the United Kingdom under our newly acquired
    Freedom®
    and Freedom
    Plus®
    brands.
    On June 2, 2006, we separately completed the acquisition of
    certain assets owned and used by Mentor Corporation
    (Mentor) in its silicone MEC business. We acquired
    certain equipment and other tangible 21




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assets in Mentors facility in Anoka, Minnesota, and
    purchased certain inventory,
    work-in-progress
    and raw materials for the production of silicone MECs; we also
    leased the Anoka facility from Mentor for six months following
    the closing of the transaction until we were able to transfer
    the assets to our Stewartville facilities. Upon the closing of
    the transactions, the existing Supply Agreement, Foley Catheter
    Sales and Distribution Agreement and MEC License and Sales
    Distribution Agreement (including, but not limited to the Patent
    License and Technology License thereunder) between us and Mentor
    were terminated, and Mentor conveyed to us all intellectual
    property exclusively related to the manufacturing and sale of
    silicone MECs at the Anoka facility.  
    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 with respect to the lawsuit. Under
    the settlement agreement, Novation is awarding 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 February
    2008. 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 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 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.
    On August 6, 2007, we announced that Novation, LLC is
    awarding us an Innovative Technology Contract for its 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 being awarded to us has a three year term from the
    effective date of September 1, 2007.    Application
    of Critical Accounting Policies
   22




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Inventories
    Accounts
    Receivable
    Revenue
    Recognition
    Income
    Taxes
   23




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Valuation
    of Goodwill and Other Intangibles
        Long-Lived
    Assets
  Accounting for the
    Impairment of Disposal of Long-Lived Assets
  Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock-Based
    Compensation
   24




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Results
    of Operations
    Fiscal Years Ended September 30,2007


2006


2005Total net sales


100
%


100
%


100
%Cost of sales


48



60



65Gross margin


52



40



35Operating expenses:Marketing and selling


20



14



15Research and development


3



4



5General and administrative


20



15



13Total operating expenses


43



33



33Income from operations


9



7



2Other income


119







Interest income (expense), net


2



(1
)


1Net income before income taxes


130
%


6
%


3
%  25




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FemSoft Insert. Rochester Medical
  Fiscal Years Ended September 30,2007








2006








2005Domestic


International


Total


Domestic


International


Total


Domestic


International


TotalPrivate label sales:Base products

$
7,635


$
4,200


$
11,835


$
5,596


$
4,406


$
10,002


$
4,100


$
4,156


$
8,256Advanced products


1,042



550



1,592



646



100



746



250



139



389Total private label sales


8,677



4,750



13,427



6,242



4,506



10,748



4,350



4,295



8,645Branded sales:Base products


3,576



13,586



17,162



3,368



5,706



9,074



3,208



2,893



6,101Advanced products


1,678



396



2,074



1,383



461



1,844



884



312



1,196Total branded sales


5,254



13,982



19,236



4,751



6,167



10,918



4,092



3,205



7,297Total net sales:

$
13,931


$
18,732


$
32,663


$
10,993


$
10,673


$
21,666


$
8,442


$
7,500


$
15,942   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.
 26




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Interest Income.
  Other Income.
  Interest Expense.
  Income Taxes.
      Net Income.
  Fiscal
    Year Ended September 30, 2006 Compared to Fiscal Year Ended
    September 30, 2005
  Net Sales.
  Gross Margin.
  Marketing and Selling.
 27




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Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
      Net Income.
  Liquidity
    and Capital Resources
     28




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
    a $877,000 increase in accounts receivable reflecting increasing
    sales activity over prior year.
    a $2,967,000 increase in inventory as we increased our finished
    goods and
    work-in-process
    inventory to support the increase in sales volume.
    a $501,000 increase in taxes payable due to us generating
    taxable income in excess of our previous net operating losses.  Release-NF
           29




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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

$
8,370,547


$
2,255,960


$
6,114,587


$



$
Purchase Obligations (general operating)


413,164



413,164











Total Contractual Cash Obligations

$
8,783,711


$
2,669,124


$
6,114,587


$



$
   Off-Balance
    Sheet Arrangements
  Regulation S-K.
  New
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement 109
  Fair Value Measurements
 30




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Considering the Effects of Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  No. 06-03, How Taxes Collected form Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross Versus Net Presentation) EITF 06-03 EITF 06-03 EITF 06-03
  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)
 31




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##### Table of Contents




    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.          ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    non-United
   32




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ITEM 8.
    Financial
    Statements and Supplementary Data  Rochester
    Medical Corporation
    Consolidated Financial Statements
    Years Ended September 30, 2007, 2006 and 2005
  PageReports of Independent Registered Public
    Accounting Firm


34Audited Financial StatementsConsolidated Balance Sheets


36Consolidated Statements of Operations


37Consolidated Statement of Shareholders
    Equity and Comprehensive Income


38Consolidated Statements of Cash Flows


39Notes to Consolidated Financial Statements


40  33




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Report
    of Independent Registered Public Accounting Firm
  To the Board
    of Directors and Shareholders
         Internal Control  Integrated Framework
  McGladrey &
    Pullen LLP
   34




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To the Board
    of Directors and Shareholders
   Internal Control  Integrated
    Framework
        Internal Control  Integrated
    Framework Internal Control 
    Integrated Framework
    McGladrey &
    Pullen LLP
   35




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED BALANCE SHEETS
  September 30,2007


2006Assets:Current assets:Cash and cash equivalents

$
6,671,356


$
2,906,698Marketable securities


30,465,244



Accounts receivable, less allowance for doubtful accounts
    ($57,913  2007; $55,540  2006)


5,527,518



4,494,094Inventories, net


7,698,889



4,642,578Prepaid expenses and other current assets


6,480



410,267Deferred income tax asset


876,032



53,00051,245,519



12,506,637Property, plant and equipment:Land


365,952



365,951Buildings


7,400,706



7,210,156Equipment and fixtures


14,622,361



12,208,19422,389,019



19,784,301Less accumulated depreciation


(12,709,984
)


(11,545,055
)Total property, plant and equipment


9,679,035



8,239,246Deferred income tax asset


571,721



1,178,000Goodwill


5,920,255



5,487,141Finite life intangibles, less accumulated amortization
    ($886,008  2007; $217,843  2006)


7,821,562



8,270,157Patents, less accumulated amortization ($1,090,178 
    2007; $1,026,564  2006)


257,353



271,171Total assets

$
75,495,445


$
35,952,352Liabilities and Shareholders Equity:Current liabilities:Accounts payable

$
1,091,874


$
1,278,441Accrued compensation


1,109,533



756,834Accrued expenses


869,404



970,101Deferred revenue






114,287Current maturities of debt


1,849,463



1,681,361Current maturities of capital leases






42,084Total current liabilities


4,920,274



4,843,108Long-term liabilities:Deferred revenue






449,999Long-term debt, less current maturities


6,066,246



7,540,737Capital leases, less current maturities






21,946Total long-term liabilities


6,066,246



8,012,682Shareholders equity:Common Stock, no par value:Authorized Shares  40,000,000; Issued and outstanding
    shares: (11,690,886  2007; 11,086,560 
    2006)


50,150,739



43,128,727Retained earnings (Accumulated deficit)


13,964,438



(20,085,742
)Accumulated other comprehensive income


393,748



53,577Total shareholders equity


64,508,925



23,096,562Total liabilities and shareholders equity

$
75,495,445


$
35,952,352   See accompanying notes.
 36




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Fiscal Years Ended September 30,2007


2006


2005Net sales

$
32,663,087


$
21,665,837


$
15,941,649Cost of sales


15,619,178



13,057,090



10,330,113Gross profit


17,043,909



8,608,747



5,611,536Operating expenses:Marketing and selling


6,490,497



3,109,207



2,397,816Research and development


943,225



759,639



730,105General and administrative


6,742,665



3,344,662



2,126,813Total operating expenses


14,176,387



7,213,508



5,254,734Income from operations


2,867,522



1,395,239



356,802Other income (expense):Interest income


1,288,603



116,341



138,692Other income


38,855,000







Interest (expense)


(513,296
)


(224,848
)


(15,067
)39,630,307



(108,507
)


123,625Net income before income taxes


42,497,829



1,286,732



480,427Income tax benefit (expense)


(8,447,649
)


672,176



454,000Net income

$
34,050,180


$
1,958,908


$
934,427Net income per common share  basic

$
2.97


$
.18


$
.09Net income per common share  diluted

$
2.77


$
.17


$
.08Weighted average number of common shares outstanding 
    basic


11,449,646



11,068,102



10,932,246Weighted average number of common shares outstanding 
    diluted


12,272,172



11,665,992



11,429,230   See accompanying notes.
 37




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##### Table of Contents



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


AccumulatedEarnings


OtherCommon Stock


(Accumulated


ComprehensiveShares


Amount


Deficit)


Income


TotalBalance at September 30, 2004


10,882,262


$
41,940,700


$
(22,979,077
)

$
(73,874
)

$
18,887,749Net income for the year










934,427







934,427Unrealized loss on available-for-sale securities














(1,200
)


(1,200
)Subtotal-comprehensive income


















933,227Stock option exercise


164,738



467,212











467,212Balance at September 30, 2005


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 loss on available-for-sale securities














75,074



75,074Subtotal-comprehensive income


















2,087,559Stock option compensation






599,527











599,527Stock option exercise


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


















34,390,351Federal tax benefit of stock options exercised






2,325,866











2,325,866Stock option compensation






2,117,011











2,117,011Stock option exercise


604,326



2,579,135











2,579,135Balance at September 30, 2007


11,690,886


$
50,150,739


$
13,964,438


$
393,748


$
64,508,925   See accompanying notes.
 38




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Fiscal Years Ended September 30,2007


2006


2005Operating Activities:Net income

$
34,050,180


$
1,958,908


$
934,427Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


1,161,291



962,698



1,208,946Amortization


724,067



279,394



58,315Stock based compensation


2,117,011



599,527



Deferred revenue


(564,286
)


(157,142
)


(157,142
)Deferred income taxes


(203,070
)


(776,999
)


(454,000
)Federal tax benefit of stock options exercised


2,325,866







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


(877,450
)


(1,267,082
)


(573,635
)Inventories


(2,966,577
)


(693,206
)


9,071Other current assets


(240,402
)


(59,240
)


(77,799
)Accounts payable


(197,366
)


995,117



(495,434
)Income tax payable


500,688







Other current liabilities


(308,524
)


982,675



149,112Net cash provided by operating activities


35,521,428



2,824,649



601,860Investing Activities:Capital expenditures


(2,482,625
)


(354,182
)


(327,822
)Business acquisition


60,579



(10,857,505
)


Patents


(49,795
)


(47,529
)


(124,213
)Purchase of marketable securities


(36,557,555
)






(1,133,075
)Sales and maturities of marketable securities


5,975,000



5,361,625



1,097,084Net cash provided by investing activities


(33,054,396
)


(5,897,591
)


(488,026
)Financing Activities:Payments on capital leases


(64,030
)


(39,785
)


(37,611
)Proceeds from long-term financing






5,000,000



Payments on long-term financing


(1,744,919
)


(250,000
)


(34,000
)Sale of common stock upon exercise of options


2,579,135



121,288



467,212Net cash provided by financing activities


770,186



4,831,503



395,601Effect of exchange rate on cash


527,440



18,261



Increase in cash and cash equivalents


3,764,658



1,776,822



509,435Cash and cash equivalents at beginning of year


2,906,698



1,129,876



620,441Cash and cash equivalents at end of year

$
6,671,356


$
2,906,698


$
1,129,876Supplemental Cash Flow Information:Interest Paid

$
604,635


$
94,650


$
15,665Cash paid for income taxes


5,750,000







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

$



$
4,409,099


$
   See accompanying notes.
 39




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  September 30,
    2007
  1.
    Business
    Activity  FemSoft
    Insert Release-NF
  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    Equivalents
    Marketable
    Securities
    ProceedsUnrealized





From


RealizedCost


Loss


Fair Value


Sales


LossSeptember 30, 2007

$
30,582,556


$
(117,312
)

$
30,465,244


$
5,975,000



September 30, 2006













$
5,361,625


$
(103,531
)September 30, 2005

$
5,361,627


$
(75,074
)

$
5,286,553


$
1,097,084



     interest expense
  Fair
    Value of Financial Instruments
   40




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration
    of Credit
    Accounts
    Receivable
    Inventories
    Property
    and Equipment
  25-35 years
  Finite
    Life Intangible Assets
    Foreign
    Currency Translation
  non-U.S. subsidiary Foreign Currency
    Translation non-U.S. subsidiaries
  Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
 41




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##### 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
  Patents
    Research
    and Development Costs
    Revenue
    Recognition
      Income
    Taxes
   42




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Costs
    Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Issued to Employees Accounting for
    Stock-Based Compensation
      September 30, 2005Net income, as reported

$
934,427Deduct: total stock-based employee compensation expense under
    fair value method for all awards


(439,130
)Pro forma net income

$
495,297Net Income per common share:Basic  as reported

$
.09Diluted  as reported

$
.08Basic  pro forma

$
.05Diluted  pro forma

$
.04  43




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    Net
    Income Per Share
  Earnings Per Share
  Year Ended September 30,2007


2006


2005Numerator:Net income

$
34,050,180


$
1,958,903


$
934,427Denominator:Denominator for basic net income per common share 
    weighted average shares outstanding


11,449,646



11,068,102



10,932,246Effect of dilutive stock options


822,526



597,890



496,984Denominator for diluted net income per common share 
    weighted average shares outstanding


12,272,172



11,665,992



11,429,230Net income per common share  basic

$
2.97


$
.18


$
.09Net income per common share  diluted

$
2.77


$
.17


$
.08     Business
    Segment
    New
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement 109
 44




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  Considering the Effects of Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  No. 06-03, How Taxes Collected form Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross Versus Net Presentation) EITF 06-03 EITF 06-03 EITF 06-03
  3.
    Other
    Income   45




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Inventories    September 30,2007


2006Raw materials

$
1,762,593


$
1,807,706Work-in-process


3,202,035



1,603,912Finished goods


2,851,288



1,312,978Reserve for inventory obsolescence


(117,027
)


(82,018
)$
7,698,889


$
4,642,578   5.
    Finite
    Life Intangible Assets    September 30, 2007


September 30, 2006Estimated


Gross








GrossLives


Carrying


Accumulated





Carrying


Accumulated(Years)


Amount


Amortization


Net Value


Amount


Amortization


Net ValueTrademarks


8 to 15


$
5,423,000


$
540,233


$
4,882,767


$
5,423,000


$
135,056


$
5,287,944Supply agreement


5



634,000



169,070



464,930



634,000



42,270



591,730Customer relationships


20



2,650,570



176,705



2,473,865



2,431,000



40,517



2,390,483Totals





$
8,707,570


$
886,008


$
7,821,562


$
8,488,000


$
217,843


$
8,270,157     Year ended September 30, 2007

$
668,165Year ended September 30, 2006

$
217,843     2008

$
653,4272009

$
653,4272010

$
653,4272011

$
611,2572012

$
526,617   6.
    Shareholders
    Equity  Stock
    Options
       46




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##### 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, 2004


327,000



2,037,238


$
4.30


5.5 yearsOptions granted


(210,000
)


210,000



4.70Options exercised






(164,738
)


2.84Options canceled


36,500



(36,500
)


6.261991 Plan  options canceled and not reissuable


(3,000
)






2.35Balance as of September 30, 2005


150,500



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


959,000



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
)


10.701991, 1995 Plan  options canceled and not reissuable










Balance as of September 30, 2007


558,000



1,777,334


$
5.90


5.73 yearsOutstanding options exercisable at end of period






1,323,334


$
4.96


4.77 years    47




---



##### Table of Contents



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


Average Grantof Shares


Date Fair ValueNonvested stock options at beginning of period


324,000


$
2.97Granted


407,000



8.03Vested


(271,000
)


5.29Canceled


(6,000
)


6.30Nonvested stock options at end of period


454,000


$
6.07       Weighted





WeightedWeighted

Average





AverageAverage

Exercise Price





Exercise PriceNumber


Remaining

Per Share 


Number


Per Share Range of

Outstanding


Contractual

Total Options


Exercisable


OptionsExercise Prices

at 9/30/07


Life

Outstanding


at 9/30/07


Exercisable$0.00  $5.00


1,051,334



4.7 years


$
3.32



906,834


$
3.315.01  10.00


364,000



5.2 years



6.33



266,500



6.4610.01  15.00


332,000



9.2 years



12.24



150,000



12.3015.01  20.00


5,000



9.5 years



18.02







20.01  25.00


25,000



9.5 years



21.78







1,777,334



5.7 years


$
5.90



1,323,334


$
4.96    48




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Dividend yield


0
%


0
%Expected volatility


48
%


54
%Risk-free interest rate


4.11
%


4.33
%Expected holding period (in years)


6.19



6.69Weighted-average grant-date fair value

$
8.03


$
3.40     7.
    Income
    Taxes    September 30,2007


2006Deferred income tax assets:Net operating loss carryforwards

$



$
7,840,000Research and development credit carryforwards






291,000Allowance for doubtful accounts


21,034



20,000Inventory reserves


42,505



30,000Inventory capitalization


504,864



192,000Accrued expenses


86,396



66,000Deferred revenue






205,000Nonqualified option expense


724,040



Restricted stock expense


34,199



Capital loss carryforward


37,602



Prepaid taxes on intercompany sales


206,956



Other


14,278



Valuation allowance






(7,108,000
)Total income tax deferred assets


1,671,874



1,536,000Deferred income tax liability:Depreciation and amortization


207,283



305,000Other


16,838



Net deferred income tax assets

$
1,447,753


$
1,231,000  49




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2007


2006Current assets

$
876,032


$
53,000Non current assets


571,721



1,178,000$
1,447,753


$
1,231,000       September 30,2007


2006


2005Income before taxes:U.S.

$
41,700,139


$
836,990


$
480,427Non-U.S.


797,690



449,742



Total income before taxes


42,497,829



1,286,732



480,427Provision for taxes:U.S.Current tax expense

$
16,554,431



593,000



126,000Deferred tax expense


(212,801
)


(777,000
)


(454,000
)Benefit of operating loss carryforwards


(8,140,581
)


(593,000
)


(126,000
)Total U.S.


8,201,049



(777,000
)


(454,000
)Non-U.S.Current tax expense


236,275



104,824



Deferred tax expense


10,325







Total Non-U.S.


246,600



104,824



Total provision (benefit) for taxes

$
8,447,649


$
(672,176
)

$
(454,000
)  50




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Statutory federal income tax rate


35
%


34
%


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


2



3



3Foreign taxes


1



8



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


(17
)


(97
)


(132
)Other


(1
)






Effective income tax rate


20
%


(52
)%


(95
)%   8.
    Related
    Party Transactions  brother-in-law
  9.
    Significant
    Customers    September 30,2007


2006


2005Significant customers:Hollister


15
%


16
%


16
%Coloplast


13



9



Porges (subsidiary of Coloplast)


3



5



6Total


31
%


30
%


22
%   10.
    Employee
    Benefit Plan   51




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Geographic
    Area Data    September 30,2007


2006


2005Sales:United States

$
13,925,808


$
10,993,204


$
8,441,565Europe


16,777,866



8,383,854



5,164,633Rest of world


1,959,413



2,288,779



2,335,451Total

$
32,663,087


$
21,665,837


$
15,941,649       September 30,2007


2006Long-lived assets:United States

$
13,805,558


$
13,107,044Europe


9,872,648



9,160,671Total

$
23,678,206


$
22,267,715   12.
    Acquisition
    of Assets from Mentor and Coloplast    work-in-progress
  ® ®
   52




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##### Table of Contents



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


2005Net Sales

$
26,634,721


$
23,317,974Net Income


3,295,002



3,566,626Per share data:Basic earnings

$
0.30


$
0.33Diluted earnings

$
0.28


$
0.31     13.
    Line of
    Credit and Long-Term Debt     53




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##### Table of Contents



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

$
1,849,4632009


2,080,7442010


2,225,3972011


1,760,105Total

$
7,915,709   14.
    Quarterly
    Results (Unaudited)    Three Months EndedDecember 31


March 31


June 30


September 30Fiscal 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


$
.06Fiscal year 2006:Net sales

$
4,607


$
4,874


$
5,358


$
6,826Gross profit


1,602



1,559



1,996



3,452Income (loss) from operations


257



(199
)


212



1,125Net income (loss) before taxes


311



(244
)


226



993Net income (loss) per common share  basic

$
.03


$
(.02
)

$
.02


$
.09Net income (loss) per common share  diluted

$
.03


$
(.02
)

$
.02


$
.08   ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
 54




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Managements Annual Report on Internal Control Over
    Financial Reporting.
  Changes in Internal Control Over Financial
    Reporting.
  ITEM 9B.
    Other
    Information   55




---



##### 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)


1,777,334


$
5.90



470,000Equity compensation plans not approved by security holders(2)


12,000


$
5.06



88,000Total


1,789,334


$
5.89



558,000     (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.   56




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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              (a)(2) Financial Statement Schedules.
      (b) Exhibits
    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.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). 57




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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 Dara Lynn Horner. (Incorporated by
    reference to Exhibit 10.7 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10
.8

Employment Agreement, dated November 16, 1998 between the
    Company and Dara Lynn Horner. (Incorporated by reference to
    Exhibit 10.8 of Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 1999).10
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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).21
*

Subsidiaries of the Company23
.1*

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. 58




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##### Table of Contents



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

Title/s/  Anthony
    J. ConwayAnthony
    J. Conway

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

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

Director*Peter
    R. Conway

Director*Roger
    W. Schnobrich

Director*Benson
    Smith

Director*By

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

Dated: December 3, 2007  59




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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, 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



82,018Year ended September 30, 2005:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
73,445


$
29,387






$
9,283


$
93,549Allowance for inventory obsolescence


100,000















100,000     (1)
    
    Uncollectible accounts written off net of recoveries(2)
    
    Obsolete inventory written off against the allowance 60




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##### Table of Contents



INDEX
    TO EXHIBITS
  Exhibit3.2

Amended and Restated Bylaws of the Company, as amended.21

Subsidiaries of the Company.23.1

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)  61