Rayovac 2010 Annual Report Download - page 139

SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
Company presents restructuring and related charges on a combined basis. (See also Note 14, Restructuring and
Related Charges, for a more complete discussion of restructuring initiatives and related costs).
(y) Acquisition and Integration Related Charges
Acquisition and integration related charges reflected in Operating expenses include, but are not limited to
transaction costs such as banking, legal and accounting professional fees directly related to the acquisition,
termination and related costs for transitional and certain other employees, integration related professional fees
and other post business combination related expenses associated with the Merger of Russell Hobbs.
The following table summarizes acquisition and integration related charges incurred by the Company during
Fiscal 2010:
2010
Legal and professional fees ................................... $24,962
Employee termination charges ................................. 9,713
Integration costs ............................................ 3,777
Total Acquisition and integration related charges .................. $38,452
(z) Adoption of New Accounting Pronouncements
Business Combinations
In December 2007, the Financial Accounting Standards Board (the “FASB”) issued new accounting
guidance on business combinations and noncontrolling interests in consolidated financial statements. The
objective is to improve the relevance, representational faithfulness and comparability of the information that a
reporting entity provides in its financial reports about a business combination and its effects. The guidance
applies to all transactions or other events in which an entity (the “acquirer”) obtains control of one or more
businesses (the “acquiree”), including those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration. The guidance, among other things, requires
companies to provide disclosures relating to the gross amount of goodwill and accumulated goodwill impairment
losses. In April 2009, the FASB issued additional guidance which addresses application issues arising from
contingencies in a business combination. The Company adopted the new guidance beginning October 1, 2009.
The Company merged with Russell Hobbs during Fiscal 2010. (See Note 15, Acquisition, for information
relating to the Merger with Russell Hobbs.)
Employers’ Disclosures about Postretirement Benefit Plan Assets
In December 2008, the FASB issued new accounting guidance on employers’ disclosures about assets of a
defined benefit pension or other postretirement plan. It requires employers to disclose information about fair
value measurements of plan assets. The objectives of the disclosures are to provide an understanding of: (a) how
investment allocation decisions are made, including the factors that are pertinent to an understanding of
investment policies and strategies; (b) the major categories of plan assets; (c) the inputs and valuation techniques
used to measure the fair value of plan assets; (d) the effect of fair value measurements using significant
unobservable inputs on changes in plan assets for the period; and (e) significant concentrations of risk within
plan assets. The Company adopted this new guidance at September 30, 2010, the fair value measurement date of
its defined benefit pension and retiree medical plans. (See Note 10, Employee Benefit Plans, for the applicable
disclosures.)
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