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60 Jarden Corporation Annual Report 2013
For those restricted stock awards with common stock price thresholds, the weighted average grant date fair values of these awards
were $33.80, $18.98 and $19.67 for 2013, 2012 and 2011, respectively, based on the following assumptions:
2013 2012 2011
Expected volatility 40.7%45.8%44.0%
Risk-free interest rates 0.8%0.9%2.2%
Derived service periods (in years) 0.1 0.2 0.2
For all other restricted stock awards, the weighted average grant date fair values were $55.38, $32.61 and $19.03 for the years ended
December31, 2013, 2012 and 2011, respectively.
As part of the restricted stock awards granted in 2013, in January 2013, the Board authorized an annual grant of approximately
0.8million restricted stock awards to certain executive ofcers. These awards had an aggregate grant date fair value of $28.9 and
vested during 2013 when the Company’s weighted average share price exceeded certain thresholds. Additionally, during 2013,
the Board authorized a grant of approximately 0.7 million shares of the Company’s common stock to certain executive ofcers in
consideration and exchange for; the executive ofcers’ agreeing to a reduction in future stock awards that the executive ofcers
would have been entitled to be granted pursuant to their respective employment agreements; and certain restrictions on transfer of
the shares of common stock for a period of three years. These awards had an aggregate grant date fair value of $38.7 and vested
immediately. In 2013, the Company also granted approximately 0.2million restricted stock awards with an aggregate grant date fair
value of $7.4 that vest upon the achievement of an explicit service requirement.
As of December31, 2013, there was $24.1 of unrecognized compensation cost related to non-vested share-based awards whose costs
are expected to be recognized through 2014 over a weighted-average period of approximately 10 months.
During the fourth quarter of 2012, the Company recognized $33.6 of cumulative stock-based compensation related to certain restricted
stock awards granted in 2010 where compensation expense was not previously recognized as the achievement of the performance
targets was not deemed probable.
Stockholders’ Equity
In September 2013, pursuant to a public offering of its common stock, the Company completed an equity offering of 16.5million newly-
issued shares of common stock at $47.00 per share. The net proceeds to the Company, after the payment of underwriting discounts
and other expenses of the offering, were approximately $745. The proceeds were used to fund a portion of the YCC Acquisition.
In February 2013, the Company’s Board authorized an increase in the then available amount under the Company’s existing stock
repurchase program (the “Stock Repurchase Program”) to allow for the repurchase of up to $500 in the aggregate of the Company’s
common stock.
On February28, 2013, in conjunction with such increase and pursuant to the Stock Repurchase Program, the Company entered into
accelerated stock repurchase agreements (collectively, the “ASR Agreement”) to repurchase an aggregate of $250 of its common
stock. Pursuant to the ASR Agreement, the Company paid $250 for the repurchase of its common stock. During the third quarter of
2013, the ASR was nalized in accordance with its settlement provisions. During 2013, a total of approximately 5.6million shares valued
at $250 were delivered under the ASR Agreement and are included in treasury stock.
In September 2012, pursuant to the Stock Repurchase Program, the Company used approximately $100 of the net proceeds from the
2018 Convertible Notes offering to repurchase approximately 2.8million shares of its common stock at a per share price of $35.25
through privately negotiated transactions.
In January 2012, the Company commenced a “modied Dutch auction” self-tender offer (the “Offer”) to purchase up to $500 in value
of its common stock. In March 2012, pursuant to the terms of the Offer, the Company repurchased approximately 18.1million shares of
its common stock for a total purchase price of approximately $435 or $24.00 per share. The repurchase of shares of common stock
under the Offer was made pursuant to the Company’s existing stock repurchase program, pursuant to which the Company was then
authorized to repurchase up to $500 aggregate amount of outstanding shares of common stock at prevailing market prices or in
privately-negotiated transactions.
Cash dividends paid to stockholders in 2012 and 2011 were $7.5 and $30.1, respectively. In January 2012, the Company announced that
the Board had decided to suspend the Company’s dividend program following the dividend paid on January31, 2012.
Notes to Consolidated Financial Statements
Jarden Corporation Annual Report 2013 (Dollars in millions, except per share data and unless otherwise indicated)