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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, 2009o

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-T o o
  Regulation S-K Form 10-K Form 10-K. o
  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


12ITEM 1B.

Unresolved Staff Comments


19ITEM 2.

Properties


19ITEM 3.

Legal Proceedings


19ITEM 4.

Submission of Matters to a Vote of Security
    Holders


19PART II


20ITEM 5.

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


20ITEM 6.

Selected Financial Data


22ITEM 7.

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


23ITEM 7A.

Quantitative and Qualitative Disclosures about
    Market Risk.


36ITEM 8.

Financial Statements and Supplementary Data


37ITEM 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


61ITEM 9A.

Controls and Procedures


61ITEM 9B.

Other Information


61PART III


62ITEM 10.

Directors, Executive Officers and Corporate
    Governance


62ITEM 11.

Executive Compensation


62ITEM 12.

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


62ITEM 13.

Certain Relationships and Related Transactions,
    and Director Independence


62ITEM 14.

Principal Accounting Fees and Services


62PART IV


62ITEM 15.

Exhibits, Financial Statement Schedules


62SIGNATURES


65INDEX TO EXHIBITS


67EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  ITEM 1.
    Business  Magic3 tm FemSoft®

    Insert Strata Strata
    NF tm
  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 Catheter Personal Catheter, Personal Catheter Hydrosil Discreet HydroPersonal Catheter Personal
    Catheter Personal Catheter Hydrosil
    Discreet HydroPersonal
 3




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Catheter Personal Catheter
  Magic3 Personal Catheters Magic3 Magic3
  FemSoft Insert. FemSoft Insert FemSoft Insert
  FemSoft Insert FemSoft Insert FemSoft Insert FemSoft Insert
  Acute
    Care Products
  Foley Catheters.
  StrataSI tm StrataNF tm StrataNF
  Rochester
    Medical
 4




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Technology
  FemSoft Insert
    Marketing
    and Sales
  Rochester
    Medical Rochester
    Medical
  non-United Rochester Medical
  Rochester
    Medical
  sub-acute
 5




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Rochester Medical Script-Easy
  Rochester Medical
  Manufacturing
  FemSoft Insert
  FemSoft Insert
    Sources
    of Supply
    Freedom ® Freedom
    Plus ®
  Research
    and Development
  Magic3 StrataSI StrataNF Magic3 StrataSI StrataNF
     6




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i.e. i.e.
    Competition
      Rochester Medical
   7




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Patents
    and Proprietary Rights
        and/or
  and/or
   8




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Government
    Regulation
            Third
    Party Reimbursement
   9




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##### Table of Contents



FemSoft Insert
  FemSoft Insert and/or
  Private
    Label Distribution Agreements
      Environmental
    Matters
    Employees
    Executive
    Officers of the Registrant
    Name

Age

PositionAnthony J. Conway


65


Chairman of the Board, Chief Executive Officer and PresidentRobert M. Anglin


42


Vice President, Quality and RegulatoryJames M. Carper


58


Vice President, MarketingPhilip J. Conway


53


Vice President, Production TechnologiesDavid A. Jonas


45


Director, Chief Financial Officer, Treasurer and SecretaryMartyn R. Sholtis


50


Corporate Vice President  10




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##### Table of Contents



Anthony J. Conway
  Robert M. Anglin
  James M. Carper
  Philip J. Conway
  David A. Jonas
  Martyn R. Sholtis
   11




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Recent
    Developments
  Magic3,
  StrataSI StrataNF StrataNF
  FemSoft Insert FemSoft Insert
  sub-acute
  Information
    Available on Our Website
  (507) 533-9600. Form 10-K, Form 10-Q Form 8-K www.rocm.com 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
     12




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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
  Rochester Medical
  We may
    not succeed in establishing a separate brand identity for our
    Rochester Medical brand products
  Rochester Medical
    Our
    products may not succeed in the market
  FemSoft Insert and/or
 13




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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
     14




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Our
    success may depend on the ability of healthcare providers to
    achieve adequate levels of reimbursement from third-party
    payors, and cost containment measures could decrease the demand
    for our products and the prices that our customers are willing
    to pay for those products
        The
    adoption of certain types of healthcare reform programs in the
    United States may adversely affect our business, financial
    condition and results of operations.
  and/or
 15




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and/or
  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
   16




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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
    Our
    operations are subject to environmental, health and safety laws
    and regulations that could require us to incur material
    costs.
    Our
    international sales and operations expose us to foreign currency
    fluctuations and additional risks and uncertainties that could
    adversely affect our results of operations
   17




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and/or
    
    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;
    foreign tax laws and potential increased costs associated with
    overlapping tax structures;
    greater difficulty in collecting accounts receivable and longer
    collection periods;
    unexpected changes in regulatory requirements, surtaxes,
    tariffs, customs duties or other trade barriers;
    weaker intellectual property rights protection in some
    countries; and
    political and economic instability.      Weakness
    in the United States and international economies may continue to
    adversely affect our business
    We may be
    unable to meet our future capital requirements
  FemSoft Insert
 18




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ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties  33-acre
  ITEM 3.
    Legal
    Proceedings  No. 504-CV-060.
            ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   19




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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
    High


LowFiscal 2008First Quarter

$
18.02



11.07Second Quarter


13.98



9.24Third Quarter


13.27



10.42Fourth Quarter


14.61



9.90Fiscal 2009First Quarter

$
15.58



10.51Second Quarter


15.23



9.05Third Quarter


14.15



9.74Fourth Quarter


13.42



11.83   Repurchases
    of Equity Securities
      Holders
    Dividends
   20




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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, 2004
    ASSUMES DIVIDEND REINVESTED
  Fiscal Year Ending9/30/04


9/30/05


9/30/06


9/30/07


9/30/08


9/30/09Rochester Medical Corporation


$
100



$
104.34



$
176.50



$
404.23



$
295.32



$
268.15Hemscott Group Medical Instruments and Supplies Index



100




110.37




110.09




136.06




141.30




121.32Nasdaq Market Index



100




113.76




120.51




144.01




111.56




112.97  21




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ITEM 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Fiscal Years Ended September 30,2009


2008


2007


2006


2005(In thousands, except for per share data)Net sales

$
34,799


$
35,192


$
32,663


$
21,666


$
15,942Cost of sales


17,973



18,484



15,619



13,057



10,330Gross profit


16,826



16,708



17,044



8,609



5,612Operating expenses:Marketing and selling


10,327



9,499



6,490



3,109



2,398Research and development


1,241



1,044



943



760



730General and administrative


6,007



6,658



6,743



3,345



2,127Total operating expenses


17,575



17,201



14,176



7,214



5,255Income (loss) from operations


(749
)


(493
)


2,868



1,395



357Other income


1,200



1,240



38,855







Interest income (expense), net


24



(566
)


775



(108
)


124Net income before income tax


475



181



42,498



1,287



481Income tax benefit (expense)


(366
)


578



(8,448
)


672



454Net income

$
109


$
759


$
34,050


$
1,959


$
935Net income per common share  basic

$
.01


$
.06


$
2.97


$
.18


$
.09Net income per common share  diluted

$
.01


$
.06


$
2.77


$
.17


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


12,045



11,816



11,450



11,068



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


12,640



12,577



12,272



11,666



11,430   As of September 30,2009


2008


2007


2006


2005(In thousands)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
36,262


$
37,002


$
37,137


$
2,907


$
6,416Working capital


48,552



48,772



46,325



7,664



12,671Total assets


75,965



76,983



75,495



35,952



22,209Long-term debt and capital lease obligations


1,076



4,046



6,066



7,563



98Retained earnings (accumulated deficit)


14,833



14,724



13,964



(20,086
)


(22,045
)Total shareholders equity


68,820



67,699



64,509



23,097



20,288    22




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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
 23




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
    In February 2004, we brought suit against certain Group
    Purchasing Organizations (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, and sought an unspecified amount of
    damages and injunctive and other relief. Beginning in November
    2006 and concluding in January 2009, we reached a settlement
    with each of the defendants, resulting in aggregate settlement
    proceeds to us of $61,325,000 (net $39,605,000 after payment of
    attorneys fees and expenses) and an Innovative Technology
    Contract with Novation. No further action is expected with
    respect to this lawsuit.
    In November 2006, we announced we had been awarded a national
    Group Purchasing Contract for urological products from Premier
    Purchasing Partners, L.P. (Premier). Premier is one
    of the largest GPOs in the United States with over
    $27 billion in contract purchases per year. Premier is
    owned by more than 200 leading not-for-profit hospitals and
    affiliated with more than 1,500 hospitals and 42,000 other
    healthcare sites. The contract includes our Foley catheters
    (including our infection control catheters), male external
    catheters, intermittent catheters, and urethral inserts. The
    contract became effective March 1, 2007, and has been
    extended through February 2013.
    As mentioned above, 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 nearly 25,000 members
    of VHA, Inc. and the University HealthSystem Consortium, or UHC,
    and more than 15,000 customers of Provista (formerly HPPI). The
    Innovative Technology Contract has a three year term from the
    effective date of September 1, 2007.
    In November 2009, we were also awarded a urological products
    contract with Broadlane Inc. This contract is effective
    January 1, 2010 and is a two year contract. Broadlane is a
    GPO whose clients include more than 915 acute care
    hospitals, more than 2,600
    sub-acute
    care facilities and more than 18,000 physician practices.
    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 Discreet
    intermittent 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 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.
    In January 2009, we introduced Magic3,our advanced line
    of silicone intermittent catheters, which are the first
    intermittent catheters created from a composition of three
    distinct functional layers. We initiated a 24




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comprehensive marketing campaign by rolling out the Magic3intermittent catheter line in the U.S. with
    introduction to our distribution partners and targeted clinical
    call points. The marketing campaign encompassed clinicians as
    well as catheter users. Concurrently, the new product line was
    introduced by Rochester Medical Limited in the United Kingdom
    and Europe where a similar comprehensive marketing campaign was
    launched.      Rochester Medical
  Magic3 Strata StrataSI StrataNF StrataNF
  FemSoft Insert FemSoft Insert
  Application
    of Critical Accounting Policies
   25




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Inventories
  (first-in,
  Accounts
    Receivable
    Revenue
    Recognition
        Release-NF
  Income
    Taxes
   26




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Valuation
    of Goodwill and Other Intangibles
  Goodwill and Other Intangible
      Long-Lived
    Assets
  Property, Plant and Equipment.
  Stock-Based
    Compensation
  Compensation-Stock
    Compensation
 27




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Results
    of Operations
    Fiscal Years Ended September 30,2009


2008


2007Total net sales


100.0
%


100.0
%


100.0
%Cost of sales


51.6



52.5



47.8Gross margin


48.4



47.5



52.2Operating expenses:Marketing and selling


29.7



27.0



19.9Research and development


3.6



3.0



2.9General and administrative


17.3



18.9



20.6Total operating expenses


50.6



48.9



43.4Income (loss) from operations


(2.2
)


(1.4
)


8.8Other income


3.5







119.0Interest income (expense), net






1.9



2.3Net income before income taxes


1.3
%


0.5
%


130.1
%   FemSoft Insert.
 28




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##### Table of Contents



Rochester Medical
  Fiscal Years Ended September 30,2009








2008








2007Domestic


International


Total


Domestic


International


Total


Domestic


International


TotalPrivate label sales:Base products

$
6,756


$
4,158


$
10,914


$
6,533


$
3,827


$
10,360


$
7,635


$
4,200


$
11,835Advanced products


629







629



984







984



1,042



550



1,592Total private label sales


7,385



4,158



11,543



7,517



3,827



11,344



8,677



4,750



13,427Branded sales:Base products


4,029



14,605



18,634



3,950



16,493



20,443



3,576



13,586



17,162Advanced products


3,033



1,589



4,622



2,676



729



3,405



1,678



396



2,074Total branded sales


7,062



16,194



23,256



6,626



17,222



23,848



5,254



13,982



19,236Total net sales:

$
14,447


$
20,352


$
34,799


$
14,143


$
21,049


$
35,192


$
13,931


$
18,732


$
32,663   Fiscal
    Year Ended September 30, 2009 Compared to Fiscal Year Ended
    September 30, 2008
  Net Sales. Rochester Medical
  Gross Margin.
  Marketing and Selling. Rochester Medical
  Research and Development.
 29




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General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
  30-34%.
  Net Income.
  Fiscal
    Year Ended September 30, 2008 Compared to Fiscal Year Ended
    September 30, 2007
  Net Sales. Rochester Medical
  Gross Margin.
  Marketing and Selling. Rochester Medical
 30




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Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
    Net Income.
  Liquidity
    and Capital Resources
     31




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
    a $658,000 increase in accounts receivable reflecting increasing
    sales activity over prior year;
    a $1,102,000 increase in inventory as we increased our finished
    goods and
    work-in-process
    inventory to support the increase in sales volume;
    a $197,000 decrease in deferred income taxes;
    a $321,000 decrease in accounts payable reflecting timing of
    payments; and
    a $325,000 increase in other current liabilities including
    normal business expense accruals.               32




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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

$
3,852,794


$
2,833,059


$
1,019,735


$



$
Unrecognized tax benefits under ASC
    740(1)


55,889







55,889







Operating leases


581,429



252,458



328,971Purchase obligations (general operating)


2,044,707



2,044,707











Total Contractual Obligations

$
6,534,819


$
5,130,224


$
1,404,595


$



$
     (1)
    
    See Item 8 of Part II of this
    Form 10-K,
    Financial Statements and Supplementary Data 
    Note 8  Income Taxes.  Off-Balance
    Sheet Arrangements
  Regulation S-K.
  New
    Accounting Pronouncements
  The FASB Accounting Standards Codification and the Hierarchy
    of Generally Accepted Accounting Principles  a
    replacement of FASB Statement No 162
 33




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Fair Value Measurements and
    Disclosures
  Business Combinations
  Noncontrolling Interests in
    Consolidated Financial Statement
  Derivatives and Hedging
    Activities
  Financial
    Instruments
  other-than-temporary Investments  Debt and
    Equity Securities, other-than-temporary
  Subsequent Events,
 34




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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 establishing our separate
    Rochester Medicalbrand identity;
    the uncertainty of successfully integrating and growing our U.K.
    operations;
    the risks associated with operating an international business,
    including the impact of foreign currency exchange rate
    fluctuations;
    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;
    the impact of continued healthcare cost containment;
    new laws related to healthcare availability, healthcare reform,
    payment for healthcare products and services or the marketing
    and distribution of products, including legislative or
    administrative reforms to the U.S. Medicare and Medicaid
    systems or other U.S. or international reimbursement
    systems;
    changes in the tax or environmental laws or standards affecting
    our business;
    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 35




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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-U.S. currency
   36




---



##### 



ITEM 8.
    Financial
    Statements and Supplementary Data  Rochester
    Medical Corporation
  Consolidated
    Financial Statements
  Years
    Ended September 30, 2009, 2008 and 2007
   
  PageReports of Independent Registered Public
    Accounting Firms

38-40Audited Financial StatementsConsolidated Balance Sheets

41Consolidated Statements of Operations

42Consolidated Statement of Shareholders
    Equity and Comprehensive Income (Loss)

43Consolidated Statements of Cash Flows

44Notes to Consolidated Financial Statements

45   37




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Internal Control 
    Integrated Framework
  Grant
    Thornton LLP
    38




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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
    39




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  
        McGladrey &
    Pullen LLP
    40




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED BALANCE SHEETS
  September 30,2009


2008Assets:Current assets:Cash and cash equivalents

$
6,365,584


$
8,508,000Marketable securities


29,896,740



28,493,648Accounts receivable, less allowance for doubtful accounts
    ($63,369  2009; $65,202  2008)


6,418,656



6,009,023Inventories, net


9,710,234



8,745,873Prepaid expenses and other current assets


1,076,183



1,110,291Deferred income tax asset


1,153,964



1,143,931Total current assets


54,621,361



54,010,766Property, plant and equipment:Land


702,120



739,836Buildings


7,145,768



6,956,240Equipment and fixtures


16,954,719



16,086,64324,802,607



23,782,719Less accumulated depreciation


(15,118,799
)


(13,899,390
)Total property, plant and equipment


9,683,808



9,883,329Deferred income tax asset


768,874



831,299Goodwill


4,648,165



5,169,661Finite life intangibles, less accumulated amortization
    ($2,120,096  2009; $1,511,307  2008)


6,017,944



6,860,213Patents, less accumulated amortization ($1,207,316 
    2009; $1,147,088  2008)


224,815



227,358Total assets

$
75,964,967


$
76,982,626Liabilities and Shareholders Equity:Current liabilities:Accounts payable

$
1,755,472


$
2,127,470Accrued compensation


1,176,949



915,661Accrued expenses


350,403



254,993Current maturities of debt


2,786,622



1,940,292Total current liabilities


6,069,446



5,238,416Long-term liabilities:Other long term liabilities


55,889



239,496Long-term debt, less current maturities


1,019,735



3,806,185Total long-term liabilities


1,075,624



4,045,681Shareholders equity:Common stock, no par value:Authorized shares  40,000,000Issued and outstanding shares: (12,190,367  2009;
    11,936,586  2008)


56,840,856



54,223,669Retained earnings


14,832,213



14,723,541Accumulated other comprehensive loss


(2,853,172
)


(1,248,681
)Total shareholders equity


68,819,897



67,698,529Total liabilities and shareholders equity

$
75,964,967


$
76,982,626   The accompanying notes are an integral part of these
    financial statements.
 41




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED STATEMENTS OF
    OPERATIONS
  Fiscal Years Ended September 30,2009


2008


2007Net sales

$
34,798,829


$
35,191,949


$
32,663,087Cost of sales


17,973,314



18,483,985



15,619,178Gross profit


16,825,515



16,707,964



17,043,909Operating expenses:Marketing and selling


10,327,396



9,498,596



6,490,497Research and development


1,241,095



1,044,205



943,225General and administrative


6,006,906



6,658,002



6,742,665Total operating expenses


17,575,397



17,200,803



14,176,387Income (loss) from operations


(749,882
)


(492,839
)


2,867,522Other income (expense):Interest income


283,195



1,239,689



1,288,603Other income (expense)


1,200,442



(88,642
)


38,855,000Interest expense


(259,341
)


(477,560
)


(513,296
)1,224,296



673,487



39,630,307Net income before income taxes


474,414



180,648



42,497,829Income tax benefit (expense)


(365,742
)


578,455



(8,447,649
)Net income

$
108,672


$
759,103


$
34,050,180Net income per common share  basic

$
.01


$
.06


$
2.97Net income per common share  diluted

$
.01


$
.06


$
2.77Weighted average number of common shares outstanding 
    basic


12,045,313



11,815,904



11,449,646Weighted average number of common shares outstanding 
    diluted


12,639,853



12,577,337



12,272,172   The accompanying notes are an integral part of these
    financial statements.
 42




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##### Table of Contents



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


AccumulatedEarnings


OtherCommon Stock


(Accumulated


ComprehensiveShares


Amount


Deficit)


Income (Loss)


TotalBalance at September 30, 2006


11,086,560


$
43,128,727


$
(20,085,742
)

$
53,577


$
23,096,562Comprehensive income (loss):Net 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



64,508,925Comprehensive income (loss):Net 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


















(883,326
)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
)


67,698,529Comprehensive income(loss):Net income for the year










108,672







108,672Foreign currency translation adjustment














(1,624,527
)


(1,624,527
)Tax effect on unrealized loss on securities














142,587



142,587Unrealized loss on
    available-for-sale
    securities














(122,551
)


(122,551
)Subtotal  comprehensive loss


















(1,495,819
)Tax benefit of stock options exercised






562,308











562,308Stock based compensation






1,330,220











1,330,220Common stock repurchased


(110,653
)


(1,058,041
)










(1,058,041
)Stock option exercises


364,434



1,782,700











1,782,700Balance at September 30, 2009


12,190,367


$
56,840,856


$
14,832,213


$
(2,853,172
)

$
68,819,897   The accompanying notes are an integral part of these
    financial statements.
 43




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Fiscal Years Ended September 30,2009


2008


2007Operating Activities:Net income

$
108,672


$
759,103


$
34,050,180Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


1,234,081



1,209,554



1,161,291Amortization


692,756



717,009



724,067Stock based compensation


1,330,220



1,364,561



2,117,011Deferred revenue










(564,286
)Deferred income taxes


196,545



(528,535
)


(203,070
)Tax benefit of stock options exercised






404,959



2,325,866Changes in operating assets and liabilities, net of the effects
    of business acquisition:Accounts receivable


(657,793
)


(841,382
)


(877,450
)Inventories


(1,101,735
)


(604,318
)


(2,966,577
)Prepaid expenses and other current assets


(62,859
)


(655,116
)


(240,402
)Accounts payable


(320,632
)


1,096,684



(197,366
)Income tax payable


(60,034
)


(415,671
)


500,688Other current liabilities


325,055



(110,327
)


(308,524
)Net cash provided by operating activities


1,684,276



2,396,521



35,521,428Investing Activities:Purchases of property, plant and equipment


(1,171,788
)


(1,609,741
)


(2,482,625
)Business acquisition










60,579Patents


(57,685
)


(26,915
)


(49,795
)Purchase of marketable securities


(55,358,876
)


(76,658,063
)


(36,557,555
)Proceeds from sales and maturities of marketable securities


53,853,269



78,444,303



5,975,000Net cash provided by (used in) investing activities


(2,735,080
)


149,584



(33,054,396
)Financing Activities:Payments on capital leases










(64,030
)Increase in short-term debt


2,000,000







Payments on long-term debt


(3,940,120
)


(2,169,233
)


(1,744,919
)Repurchase of common stock


(1,058,041
)






Excess tax benefit from exercises of stock options


562,308



959,523



Net proceeds from issuance of common stock from option exercises


1,782,700



1,343,877



2,579,135Net cash provided by (used in) financing activities


(653,153
)


134,167



770,186Effect of exchange rate on cash and cash equivalents


(438,459
)


(843,628
)


527,440Increase (decrease) in cash and cash equivalents


(2,142,416
)


1,836,644



3,764,658Cash and cash equivalents at beginning of year


8,508,000



6,671,356



2,906,698Cash and cash equivalents at end of year

$
6,365,584


$
8,508,000


$
6,671,356Supplemental Cash Flow Information:Cash paid for interest

$
443,791


$
476,577


$
604,635Cash paid for income taxes


313,640



785,000



5,750,000   The accompanying notes are an integral part of these
    financial statements.
 44




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    September 30, 2009
  1.
    Description
    of Business and Basis of Presentation  FemSoft Insert StrataNF Rochester Medical
      2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    Equivalents
    Marketable
    Securities
    available-for-sale
  UnrealizedCost

Loss

Fair ValueSeptember 30, 2009

$
30,441,008


$
(544,268
)

$
29,896,740September 30, 2008

$
28,915,366


$
(421,718
)

$
28,493,648  45




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other expense
  Fair Value Measurements and
    Disclosures
  Level 1.
  Level 2.
  Level 3.
    Fair
    Value of Financial Instruments
    Concentration
    of Credit
    Accounts
    Receivable
    Inventories
  (first-in,
 46




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
  25-35 years
  Finite
    Life Intangible Assets
    Goodwill
    and Other Intangible Assets
  Goodwill and Other Intangible
    Assets
  Long-Lived
    Assets
  Property, Plant, and Equipment,
  Foreign
    Currency Translation
  non-U.S. subsidiary Foreign Currency Matters non-U.S. subsidiaries
 47




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Patents
    Revenue
    Recognition
        Release-NF
  Shipping
    and Handling
    Research
    and Development Costs
    Income
    Taxes
   48




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  Income Taxes
  Advertising
    Costs
    Stock-Based
    Compensation
  Compensation-Stock Compensation
  Net
    Income Per Share
  Earnings Per Share
  Year Ended September 30,2009


2008


2007Numerator:Net income

$
108,672


$
759,103


$
34,050,180Denominator:Denominator for basic net income per common share 
    weighted average shares outstanding


12,045,313



11,815,904



11,449,646Effect of dilutive stock options


594,540



761,433



822,526Denominator for diluted net income per common share 
    weighted average shares outstanding


12,639,853



12,577,337



12,272,172  49




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business
    Segment
    New
    Accounting Pronouncements
  The FASB Accounting Standards Codification and the Hierarchy
    of Generally Accepted Accounting Principles  a
    replacement of FASB Statement No 162
  Fair Value Measurements and
    Disclosures
  Business Combinations
  Noncontrolling Interests in
    Consolidated Financial Statement
  Derivatives and Hedging
    Activities
 50




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financial
    Instruments
  other-than-temporary Investments  Debt and
    Equity Securities, other-than-temporary
  Subsequent Events,
  3.
    Other
    Income (Loss)       51




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Inventories    September 30,2009


2008Raw materials

$
1,983,279


$
2,274,199Work-in-process


3,863,824



3,375,795Finished goods


3,989,555



3,217,830Reserve for inventory obsolescence


(126,424
)


(121,951
)$
9,710,234


$
8,745,873   5.
    Finite
    Life Intangible Assets    September 30, 2009


September 30, 2008Estimated Lives

Gross Carrying


Accumulated





Gross Carrying


Accumulated(Years)

Amount


Amortization


Net Value


Amount


Amortization


Net ValueTrademarks

8 to 15

$
5,423,000


$
1,350,586


$
4,072,414


$
5,423,000


$
945,410


$
4,477,590Supply agreement

5


634,000



422,670



211,330



634,000



295,870



338,130Customer relationships

20


2,081,040



346,840



1,734,200



2,314,520



270,027



2,044,493Totals



$
8,138,040


$
2,120,096


$
6,017,944


$
8,371,520


$
1,511,307


$
6,860,213     Year ended September 30, 2009

$
632,661Year ended September 30, 2008

$
625,299Year ended September 30, 2007

$
668,165     2010

$
636,0002011

$
594,0002012

$
509,0002013

$
509,0002014

$
478,000   6.
    Leases     52




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
252,0002011

$
197,0002012

$
131,0002013

$
1,000   7.
    Shareholders
    Equity  Stock
    Options
       53




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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, 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 yearsOptions granted


(217,000
)


217,000



11.29Options exercised






(364,434
)


4.83Options canceled


67,000



(67,000
)


11.31Balance as of September 30, 2009


234,500



1,494,700


$
7.21



5.74 yearsOutstanding options exercisable at end of period






1,062,075


$
6.04



4.69 years          54




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##### 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 9/30/09


Contractual Life

Outstanding


at 9/30/09


Exercisable$0.00  $5.00


686,200



3.3 years


$
3.19



646,200


$
3.38$5.01  $10.00


150,000



6.4 years



5.91



122,500



5.90$10.01  $15.00


653,500



8.2 years



11.64



290,875



11.91$15.01  $20.00


5,000



7.5 years



18.02



2,500



18.021,494,700



5.7 years


$
7.21



1,062,075


$
6.04       2009

2008Dividend yield


0
%


0
%Expected volatility


53
%


54
%Risk-free interest rate


2.30
%


3.09
%Expected holding period (in years)


8.17



8.13Weighted-average grant-date fair value

$
6.70


$
6.86    55




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Income
    Taxes    September 30,2009


2008Deferred income tax assets:Allowance for doubtful accounts

$
20,457


$
20,448Inventory reserves


43,010



44,293Inventory capitalization


506,438



514,072Accrued expenses


114,855



56,200Nonqualified option expense


936,176



994,478Restricted stock expense


111,360



72,835Capital loss carryforward






37,602Prepaid taxes on intercompany sales






355,556Charitable contributions


20,996



Research and development credits


194,783



Net operating loss


342,577



ASC 320 unrealized loss


197,678



153,141Total income tax deferred assets


2,488,330



2,248,625Deferred income tax liability:Depreciation and amortization


565,492



273,395Net deferred income tax assets

$
1,922,838


$
1,975,230     September 30,2009


2008Current assets

$
1,153,964


$
1,143,931Noncurrent assets


768,874



831,299$
1,922,838


$
1,975,230    56




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2009


2008


2007Income (loss) before taxes:U.S.

$
1,155,518


$
317,024


$
41,700,139Non-U.S.


(681,104
)


(136,376
)


797,690Total income before taxes

$
474,414


$
180,648


$
42,497,829Provision for taxes:U.S.Current tax expense (benefit)

$
622,512


$
(230,078
)

$
16,554,431Deferred tax benefit


(163,393
)


(363,176
)


(212,801
)Benefit of operating loss carryforwards










(8,140,581
)Total U.S.


459,119



(593,254
)


8,201,049Non-U.S.Current tax expense


1,857



40,238



236,275Deferred tax expense (benefit)


(95,234
)


(25,439
)


10,325Total
    Non-U.S.


(93,377
)


14,799



246,600Total provision (benefit) for taxes

$
365,742


$
(578,455
)

$
8,447,649     2009


2008


2007Statutory federal income tax rate


34
%


34
%


35
%Increase (decrease) in taxes resulting from:State taxes


6



28



2Foreign taxes


29



52



1Tax exempt interest






(142
)


(1
)ASC 718 on incentive stock options


28



59



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










(17
)R&D credits


(38
)


(310
)


Change in reserves


(2
)


129



Rate adjustment on deferred taxes






(109
)


DPAD


8



(70
)


Other


12



9



Effective income tax rate


77
%


(320
)%


20
%   Income Taxes
 57




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
      Balance at October 1, 2008

$
239,496Increases/(decreases) as a result of tax positions taken during
    a prior period


21,764Increases/(decreases) as a result of tax positions taken during
    the current period (including interest)


27,175Decreases 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


(232,546
)Balance at September 30, 2009

$
55,889   9.
    Related
    Party Transactions  brother-in-law
  10.
    Significant
    Customers    September 30,2009


2008


2007Significant customers:Hollister


12
%


12
%


15
%Coloplast and Coloplast subsidiaries


10



14



16Total


22
%


26
%


31
%  58




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Employee
    Benefit Plan    12.
    Geographic
    Area Data    September 30,2009


2008


2007Sales:United States

$
14,446,788


$
14,143,490


$
13,925,808Europe


18,794,401



19,107,071



16,777,866Rest of world


1,557,640



1,941,388



1,959,413Total

$
34,798,829


$
35,191,949


$
32,663,087       September 30,2009


2008Long-lived assets:United States

$
12,936,346


$
13,557,637Europe


7,638,386



8,582,924Total

$
20,574,732


$
22,140,561   13.
    Line of
    Credit and Long-Term Debt       59




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
2,786,6222011


1,019,735Total

$
3,806,357   14.
    Share
    Repurchase Program    15.
    Quarterly
    Results (Unaudited)    Three Months EndedDecember 31


March 31


June 30


September 30Fiscal year 2009:Net sales

$
8,436


$
8,445


$
8,909


$
9,009Gross profit


3,925



4,414



4,184



4,303Income (loss) from operations


(325
)


(90
)


(161
)


(173
)Net income (loss) before taxes


(40
)


864



(176
)


(172
)Net income (loss) per common share  basic

$
.00


$
.03


$
(.01
)

$
(.02
)Net income (loss) per common share  diluted

$
.00


$
.03


$
(.01
)

$
(.02
)Fiscal 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


$
.03   16.
    Subsequent
    Events   60




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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   61




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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      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     62




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##### Table of Contents



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 3.1 of Registrants
    Current Report on Form 8-K filed on June 12, 2009).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

Form of Change of Control Agreement between the Company and each
    of its executive officers. (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
.6

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
.7

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
.8

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
.9

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
.10

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
.11

The Companys Fiscal 2009 Management Incentive Plan.
    (Incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K filed on December
    24, 2008).10
.12

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
.13

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). 63




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##### Table of Contents



10
.14

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
.15

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
.16

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. 64




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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:

David A. JonasDavid
    A. JonasAttorney-in-Fact    65




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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, 2009:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
65,202


$







$
1,833


$
63,369Allowance for inventory obsolescence


121,951



52,512







48,039



126,424Year 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



117,027     (1)
    
    Uncollectible accounts written off net of recoveries(2)
    
    Obsolete inventory written off against the allowance 66




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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)  67