Rayovac 2005 Annual Report Download - page 54

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and the remaining fi fty percent vesting based on our
performance during the three-year period or one year
after if performance criteria are not met. Approxi-
mately 0.3 million shares granted will be 100%
vested on February 7, 2008 if specifi ed performance
targets are met. If those performance targets are
not met, the shares will vest on February 7, 2012.
The remaining 0.4 million shares vest at varying
dates through 2009, including 0.3 million that vest
in 2008. All vesting dates are subject to the recipi-
ent’s continued employment with us. Due to lower
than expected results, all shares that normally vest
based on Company performance, including those
issued during 2005, did not vest. In accordance with
the terms of our restricted stock arrangements,
these shares will now automatically vest after an
additional one year.
In addition, we issued 13.75 million shares of
common stock from treasury as partial consider-
ation for the United acquisition. The value of these
shares was calculated at a share price of $31.94.
The share price of $31.94 was based on a fi ve-day
average beginning on December 30, 2004.
During 2005, we also issued approximately
1.3 million shares of common stock associated with
the exercise of stock options with an aggregate cash
exercise value of approximately $18 million. We rec-
ognized a tax benefi t of approximately $11 million
associated with the exercise of these stock options,
which was accounted for as an increase in Additional
paid-in capital in our Consolidated Balance Sheets
and included as a non-cash adjustment in cash
fl ows from operating activities in our Consolidated
Statements of Cash Flows.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrange-
ments that have or are reasonably likely to have a
current or future effect on our fi nancial condition,
changes in fi nancial condition, revenues or
expenses, results of operations, liquidity, capital
expenditures, or capital resources that are material
to investors.
Contractual Obligations and Other Commercial Commitments
Contractual Obligations
The following table summarizes our contractual obligations as of September 30, 2005 and the effect
such obligations are expected to have on our liquidity and cash fl ow in future periods. The table excludes other
obligations we have refl ected on our Consolidated Balance Sheet, such as pension obligations (see Note 11,
Employee Benefi t Obligations, of the Notes to Consolidated Financial Statements included in this Annual Report
on Form 10-K) (in millions):
Contractual Obligations
Payments due by Fiscal Year
2006 2007 2008 2009 2010 Thereafter Total
Debt:
Debt, excluding capital lease obligations $ 38 $ 9 $ 8 $ 8 $ 8 $2,219 $2,290
Capital lease obligations(1) 2 2 1 1 1 11 18
40 11 9 9 9 2,230 2,308
Operating lease obligations 28 24 21 18 16 45 152
Purchase obligations/other(2) 238 36 3 – – 1 278
Total contractual obligations $306 $71 $33 $27 $25 $2,276 $2,738
(1) Capital lease payments due by fi scal year include executory costs and imputed interest not refl ected in the Consolidated Balance Sheets.
(2) Primarily represents obligations to purchase specifi ed quantities of raw materials and fi nished products.
2005 Form 10-K Annual Report
Spectrum Brands, Inc.
SPECTRUM BRANDS, INC.34