e11vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
     
þ   Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2007.
or
     
o   Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934
For the transition period from                       to                     .
Commission file number: 001-13615
 
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Spectrum Brands 401(k) Retirement Savings Plan.
B.   Name of issuer of securities held pursuant to the plan and the address of its principal executive office:
Spectrum Brands, Inc.
6 Concourse Parkway
Suite 3300
Atlanta, GA 30328
 
 

 


 

Table of Contents
             
The following financial statements are furnished herewith:        
 
  Report of Kiesling Associates LLP.        
 
  Statements of Assets Available for Plan Benefits.        
 
  Statements of Changes in Assets Available for Plan Benefits.        
 
  Notes to Financial Statements.        
The following exhibit is furnished herewith:        
 
  Exhibit 32.1 Consent of Kiesling Associates LLP.        

 


 

SPECTRUM BRANDS 401(K) RETIREMENT
SAVINGS PLAN
(F/K/A Rayovac 401(k) Retirement Savings Plan)
Atlanta, Georgia
 
 
FINANCIAL STATEMENTS
Including Report of Independent Registered Public Accounting Firm
December 31, 2007 and 2006

 


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
 
         
Report of Independent Registered Public Accounting Firm
    1  
 
       
Financial Statements
       
 
       
Statements of Net Assets Available for Plan Benefits
    2  
 
       
Statements of Changes in Net Assets Available for Plan Benefits
    3  
 
       
Notes to Financial Statements
    4-13  
 
       
Supplemental Information
       
 
       
Schedule of Assets (Held at End of Year)
    14  

 


 

(KIESLING LOGO)
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Spectrum Brands 401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available for plan benefits of the Spectrum Brands 401(k) Retirement Savings Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2007. These financial statements are the responsibility of the plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the plan as of December 31, 2007, and the changes in net assets available for plan benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Spectrum Brands 401(k) Retirement of Savings Plan, as listed in the table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
(KIESLING ASSOCIATES LLP)
Madison, Wisconsin
June 27, 2008
             
 
  Kiesling Associates LLP   Kiesling Consulting LLC   Kiesling Investment Management LLC

 


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 2007 and 2006
                 
    2007     2006  
Investments
  $ 130,262,301     $ 147,409,879  
 
           
 
               
Receivables
               
Participant contributions
    66,251        
Employer contributions
    429,569        
 
           
Total receivables
    495,820        
 
           
 
               
NET ASSETS AVAILABLE FOR PLAN BENEFITS
  $ 130,758,121     $ 147,409,879  
 
           
See accompanying notes to financial statements.

Page 2


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended December 31, 2007
         
    2007  
INCREASE IN ASSETS
       
Investment gain
  $ 3,383,724  
Interest and dividends
    1,637,627  
Participant contributions
    10,075,040  
Employer contributions
    5,650,522  
Rollovers
    545,632  
Other income
    75,000  
 
     
Total Increases
    21,367,545  
 
     
 
       
DEDUCTIONS FROM ASSETS
       
Distributions and benefits paid
    37,930,530  
Administrative expenses
    88,773  
 
     
Total Deductions
    38,019,303  
 
     
 
       
Total Net Decrease
    (16,651,758 )
 
       
NET ASSETS AVAILABLE FOR PLAN BENEFITS
       
Beginning of year
    147,409,879  
 
     
 
       
End of year
  $ 130,758,121  
 
     
See accompanying notes to financial statements.

Page 3


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan
The following description of the Spectrum Brands 401(k) Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan, originally effective as of July 1, 1983 and formerly known as the Rayovac 401(k) Retirement Savings Plan was amended and restated in its entirety on May 1, 2006. The Plan, as amended and restated, is intended to qualify as a profit-sharing plan under Internal Revenue Code Section 401(a), and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.
The Plan is a defined contribution plan covering the employees of various companies under Spectrum Brands, Inc. (“the Company” or “the Plan Sponsor”). The purpose of the Plan is to provide supplemental support for participants upon their retirement. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Until May 1, 2006, the Plan’s assets were included in the Master Trust for Spectrum Brands, Inc. (Master Trust). The Master Trust also included the assets of the Rayovac 401(k) Savings Plan for Hourly Employees. On May 1, 2006, the Master Trust changed their trustee from New York Life Trust Company to Prudential Bank & Trust, FSB. All assets, included in the Master Trust were transferred to the Plan effective May 1, 2006. Simultaneously, the Plan changed its name from the Rayovac 401(k) Retirement Savings Plan to the Spectrum Brands 401(k) Retirement Savings Plan and merged in several other plans including the Rayovac 401(k) Savings Plan for Hourly Employees thus eliminating the Master Trust.
Effective May 1, 2006, the following were merged into the Plan: the Rayovac 401(k) Retirement Savings Plan for Hourly Employees, United Pet Group, Inc. 401(k) Profit Sharing Plan, Eight In One Pet Products, Inc. 401(k) Profit Sharing Plan, Tetra Savings Plan, Spectrum Brands Retirement Savings Plan & Trust, Firstrax Inc. 401(k) Profit Sharing Plan & Trust, and the Jungle Laboratories Corporation 401(k) Retirement Plan.
Effective October 1, 2006, The Wonder Company 401(k) Profit Sharing Plan & Trust was merged into the Plan.
All assets and liabilities of the merged plans were transferred to and made part of the Plan. A participant’s service credited for eligibility and vesting purposes under a merged plan as of the respective merger date, was included as eligibility and vesting service under the Plan to the extent eligibility and vesting service are credited under the Plan.
Eligibility
Each Company employee who was an eligible employee immediately prior to a merger date continued to be an eligible employee subsequent to the merger. Each Company employee, other than a United Industries Bargaining Unit Employee or a Rayovac union employee, shall become an eligible employee as of the next enrollment date following the date on which they become an employee.

Page 4


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan (cont.)
Eligibility (cont.)
Each United Industries Bargaining Unit Employee who was not an eligible employee immediately prior to the merger date shall become an eligible employee as of the next enrollment date following the date on which they completed one year of eligible service.
Each Rayovac union employee who was not an eligible employee immediately prior to the merger date shall become an eligible employee as of the enrollment date coinciding with or next following the date on which they completed 180 days of eligible service.
Contributions
Active participants are permitted to make contributions to the Plan in whole percentages up to 50% of their pretax annual compensation, as defined in the Plan document, subject to applicable limits of the Internal Revenue Code.
Effective January 1, 2007, the employer is required to match the first 3% of the eligible employee’s compensation that he or she contributes to the Plan and 50% of the next 2% of the eligible employee’s compensation that he or she contributes to the plan. Additional amounts may also be contributed at the option of the employer.
Effective January 1, 2007, the employer is required to match 25% of each United Industries Bargaining Unit Employee’s tax deferred contributions up to 6% of their compensation. Additional amounts may also be contributed at the option of the employer.
For plan years ending before January 1, 2007 the matching contribution requirement varied by employer and employee type. Additional employer discretionary contributions were also permitted.
Company contributions to participant accounts are limited to the applicable limits of the Internal Revenue Code.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and an allocation of the Company’s contributions and Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant’s compensation or account balances, as defined in the Plan document.
Vesting
A participant is fully vested in his or her account balance attributable to both the employee and employer contributions made prior to January 1, 2007.
A participant’s vested interest in employer contributions made on or after January 1, 2007 varies by division. Participants should refer to the Plan document for a more complete description of the Plan’s vesting provisions.

Page 5


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan (cont.)
Forfeited Accounts
As of December 31, 2007, forfeited nonvested accounts totaled $30,854. These accounts will be used to reduce future Company contributions. Also, in 2007, Company contributions were reduced by $16,646 from forfeited nonvested accounts.
Investment Fund Options
Participant contributions and investment earnings were directed by the individual Plan participants to certain investment choices offered under the Plan. Descriptions of the investment fund options at December 31, 2007 are as follows:
Spectrum Brands, Inc.
Spectrum Brands, Inc. consists of Spectrum Brands, Inc. common stock issued by the plan sponsor. There were $2,334,276 of Plan assets in this investment at December 31, 2007.
PIMCO Core Plus Bond Fund
U.S. Core Plus is a core bond portfolio strategy that seeks maximum current income and price appreciation consistent with the preservation of capital and prudent risk taking. All sectors of the bond markets are utilized to add value while maintaining an overall risk level similar to the benchmarks: Lehman Brothers Aggregate index, Lehman Brothers Government and Corporate Index, and Salomon Brothers Broad Investment Grade Index.
Vanguard 500 Index Fund
Vanguard Index Trust 500 Portfolio, a growth and income mutual fund, invests in all 500 stocks in the Standard & Poor’s Composite Stock Price Index (the S&P 500 Index), an index which emphasizes large-capitalization companies and is generally considered to be representative of the U.S. stock market, in approximately the same proportions as they are represented in the S&P 500 index. The fund seeks to replicate the aggregate price and yield performance of the S&P 500 Index. Balances in this fund may also be invested in short-term money market instruments.
Hotchkis & Wiley Large Cap Value Fund
Hotchkis Large Cap Fund seeks current income and long-term growth of income, as well as capital appreciation. The fund primarily invests in domestic equity securities of companies with large market capitalizations.

Page 6


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan (cont.)
Investment Fund Options (cont.)
First American Small Cap Select A Fund
First American Small Cap Select Fund seeks capital growth. The fund utilizes a unique collaborative research-driven approach to stock selection that fund management believes offers a good opportunity to achieve long-term risk-adjusted returns. Research efforts are focused on three key drivers of stock performance - business fundamentals, valuation, and catalysts. Throughout the investment process risk control measures are applied at the security, sector, and portfolio level to achieve the proper balance between risk and return.
American Funds Growth Fund of America Fund
American Funds Growth Fund of America Fund seeks capital growth. The fund invests primarily in common stocks. Management selects securities that it believes are reasonably priced and represent solid long-term investment opportunities. The fund may invest up to 15% of assets in securities of issuers domiciled outside of the U.S. and Canada, and not included in the S&P 500 Index. It may also invest up to 10% of assets in debt securities rated below investment-grade.
First American Mid Cap Value Fund
First American Mip Cap Value Fund seeks capital appreciation. The fund utilizes a unique collaborative research-driven approach to stock selection believed to offer a good opportunity to achieve long-term risk-adjusted returns. It is a relatively aggressive, yet diversified, fund that strives for the stock market’s long-term growth potential.
First American Mid Cap Value Fund A
First American Mip Cap Value Fund A seeks capital appreciation. The fund normally invests at least 80% of assets in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range, of market capitalizations of companies constituting the Russell Midcap index. The fund may invest up to 25% of assets in foreign securities.
Guaranteed Income Fund
The Guaranteed Income Fund is a stable value product specifically designed for defined contribution plans to provide money market-like liquidity and safety of principal with an attractive rate of return. The fund offers stability of crediting rates, guaranteed protection of principal and credited interest from market volatility, and improved earnings power versus short-term or money market investments. Principal and interest are fully guaranteed by Prudential Retirement Insurance and Annuity Company (PRIAC).

Page 7


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan (cont.)
Investment Fund Options (cont.)
MFS International New Discovery
MFS International New Discovery Fund seeks capital appreciation. The fund normally invests at least 65% of assets in equity securities of companies with small market capitalizations, typically from at least three countries. It may invest in common stocks and related equity securities, such as preferred stock, convertible securities, and depositary receipts of foreign issues. The fund may also invest in foreign markets, emerging markets, and over-the-counter markets. It may engage in active and frequent trading.
Oakmark Equity and Income Fund
Oakmark Equity and Income Fund seeks current income and preservation and growth of capital. The fund generally invests between 50% and 75% of assets in equities and between 25% and 50% of assets in U.S. government and corporate debt rated AA or higher. It may invest up to 20% of assets in unrated debt or debt rated below investment grade. The fund may also invest up to 25% of assets in foreign securities.
Franklin Micro Cap Value Fund
Franklin Micro Cap Value Fund seeks total return. The fund normally invests at least 80% of assets in equity securities of companies with market capitalizations of less than $300 million at the time of purchase. It may invest the balance in equities of larger companies, as well as a portion of assets in debt. Management typically seeks undervalued securities that have low P/E ratios. The fund may also invest up to 10% of assets in foreign securities. It is nondiversified.
SSGA S&P Mid Cap Fund
This fund seeks to gain exposure to growth-oriented, mid-size capitalization U.S. companies by replicating the returns and characteristics of the S&P MidCap 400®/BARRA Growth Index. Each stock of the S&P MidCap 400® Index is categorized as being either growth or value based on its price-to-book ratio. The S&P MidCap 400®/BARRA Growth Index contains those securities with higher price-to-book ratios.
Oppenheimer Global Fund
The Oppenheimer Global Fund seeks capital appreciation. The fund invests primarily in U.S. and international stocks. Management identifies broad economic themes that will fuel global growth for years to come, such as growing affluence worldwide, new technologies, the aging of the population, and corporate restructuring. Companies benefiting from these long-term trends should provide above-average returns for investors.

Page 8


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 — Description of the Plan (cont.)
Investment Fund Options (cont.)
TimesSquare Mid Cap Growth Fund Class Premier (GR)
This investment seeks long-term capital appreciation. The fund invests at least 80% of assets in securities of mid-capitalization companies. It primarily invests in the common and preferred stocks of mid-capitalization U.S. companies. These companies generally have market capitalizations of between $50 million and $2 billion at the time of initial purchase. The fund focuses on growing companies involved in new product development and technological breakthroughs.
Payment of Benefits
Benefits may be paid to the participant or beneficiary upon death, disability, retirement or termination of employment, as defined in the plan agreement. The plan provides for normal retirement at age 65. The total vested portion of a participant’s account balance is distributed in the form of a lump-sum payment or an annuity. Participants may be eligible for a hardship withdrawal from their pretax participant account under certain circumstances and with the Plan Administrator’s approval.
NOTE 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis and present the net assets available for plan benefits and changes in those assets in accordance with accounting principles generally accepted in the United States of America.
Valuation of Investments and Income Recognition
The fair value of the Plan’s investments is based on the beginning of year value of the Plan’s interest in the assets (based on the fair value of the respective investments, as described in the following paragraph) plus actual contributions and allocated investment income, including unrealized gains and losses, less actual distributions, and allocated administrative expenses.
Investments in shares of mutual funds are stated at quoted net asset values. Investments in shares of Spectrum Brands common stock are stated at quoted market prices.
Assets transferred into the Plan from other retirement plans on May 1 or October 1, 2006 as discussed in Note 1, were recorded at fair market value. For the guaranteed investment contract described in Note 5, fair value and contract value are the same.
Purchases and sales of securities are reflected on a trade-date basis. The Plan reports realized and unrealized gains and losses for financial statement purposes based on revalued cost wherein cost is determined to be fair value at the end of the prior plan year, or historical cost if the investment was acquired since the beginning of the plan year, as required by the Department of Labor.

Page 9


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 2 — Summary of Significant Accounting Policies (cont.)
Valuation of Investments and Income Recognition (cont.)
The Plan’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.
Benefits paid
Benefits paid to participants are recorded upon distribution.
Administrative Expenses
Expenses incurred in the administration of the Plan are paid both by the Plan and by the Company. Administrative expenses and investment advisory fees paid by the Plan for 2007 were $88,773 less a $75,000 reimbursement from its third party administrator.
Use of Estimates
The Plan Administrator has made a number of estimates and assumptions relating to the reporting of net assets available for plan benefits and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.
Participant Loans
Participants may receive loans from their accounts up to the lesser of 50% of the individual participant’s vested account balance or $50,000. If the participant has received a loan in the past, however, the $50,000 limit is reduced by the highest outstanding loan balance during the preceding 12-month period. Loan terms must not exceed five years, except in the case of loans used for purchase of a primary residence, in which case the loan period will be determined at the time the loan is made, but may not exceed ten years. Loans are secured by the vested balance in the participant’s account and bear interest at a reasonable rate commensurate with current interest rates charged for loans made under similar circumstances. Principal and interest payments are due on a quarterly basis or more often and are reinvested in the investment option(s) selected by the participant.

Page 10


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 3 — Party-in-interest Transactions
The Plan has not considered Company contributions to the Plan or benefits paid by the Plan for participants as party-in-interest transactions.
Administrative expenses and investment advisory fees paid by the Plan for 2007 were $88,773 less a $75,000 reimbursement from its third party administrator.
Fees paid during the year for legal, accounting, actuarial, and other professional services rendered by parties-in-interest were based on customary and reasonable rates for such services.
NOTE 4 — Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated November 20, 2000, that the Plan and related Trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in accordance with the applicable requirements of the Internal Revenue Code and, therefore, the plan continues to qualify under Section 401(k) and the related trust continues to be tax-exempt as of December 31, 2007. Therefore, no provision for income taxes is included in the Plan’s financial statements.
NOTE 5 — Investment Contract With Insurance Company
Nature and Operation of Contract
In 2006, the Plan entered into a benefit-responsive investment contract with Prudential Retirement Insurance and Annuity Company (Prudential Insurance) as part of the Spectrum Brands Stable Value Fund (known as the Guaranteed Income Fund as of December 31, 2007). Prudential Insurance maintains the contributions in a general account. Under the group annuity insurance contract that supports this product, participants may ordinarily direct permitted withdrawals or transfers of all or a portion of their account balance at Contract Value within reasonable timeframes. Contract Value represents deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. The contract is effected directly between the plan sponsor (or their trustee) and the issuer. The repayment of principal and interest credited to participants is a financial obligation of the issuer. Given these provisions, the trustee considers this contract to be benefit responsive.
Interest Crediting Rates
Interest is credited on contract balances using a single “portfolio rate” approach. Under this methodology, a single interest crediting rate is applied to all contributions made to the product regardless of the timing of those contributions. Interest crediting rates are reviewed on a semi-annual basis for resetting.

Page 11


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 5 — Investment Contract With Insurance Company (cont.)
Interest Crediting Rates (cont.)
When establishing interest crediting rates for this product, Prudential considers many factors, including current economic and market conditions, the general interest rate environment and both the expected and actual experience of a reference portfolio within the issuer’s general account. These rates are established without the use of a specific formula. The minimum crediting rate under the contract is 1.50%.
Average Yield
The Average Earnings Yield shown is calculated by dividing the earnings credited to the Plan on the last day of the plan year by the end of plan year Fair Value and then annualizing the result. The Average Crediting Rate Yield shown is calculated by dividing the earnings credited to the participants on the last day of the plan year by the end of plan year Fair Value and then annualizing the result. As a result of current Stable Value product construction, no adjustment will be required to mediate between the average earnings credited to the Plan and the average earnings credited to the participants. Note that for products whose Fair Value differs from Contract Value and/or for products that have multiple rate changes during the plan year, these reported yields may differ from the actual earnings rates crediting to the Plan as well as the actual crediting rates paid to participants during the full plan year. Average Yields for the Plan are as follows as of December 31:
                 
    2007   2006
Average Yield Earned by the Plan
    3.65 %     3.65 %
Average Yield Credited to Participants
    3.65 %     3.65 %
 
               
 
               
Earned Yield less Credited Yield
    0.00 %     0.00 %
 
               
Events
Generally, there are not any events that could limit the ability of the Plan to transact at Contract Value paid within 90 days or in rare circumstances. Contract Value paid over time.
There are not any events that allow the issuer to terminate the contract and which require the plan sponsor to settle at an amount different than Contract Value paid either within 90 days or over time.
NOTE 6 — Plan Termination
The Company has the right under the Plan agreement to reduce or cease contributions at the discretion of the Board of Directors, or to amend, the Plan at any time and in any respect. However, no such action may deprive any participant or beneficiary under the Plan of any vested right. In the event the Plan is wholly or partially terminated, or upon the complete discontinuance of contributions under the Plan by any entity that is a part of the Company, each participant’s interest in their account shall be nonforfeitable on the date of such termination or discontinuance.

Page 12


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 7 — Investments
The following presents investments that represent five percent or more of the Plan’s net assets:
                 
            2007
PIMCO Core Plus Bond Fund: 710,616 Shares
          $ 9,747,222  
Vanguard 500 Index: 152,120 Shares
            16,982,676  
Hotchkis & Wiley Large Cap Value Fund: 554,976 Shares
            11,266,022  
American Funds Growth Fund of America Fund: 580,096 Shares
            19,584,025  
Guaranteed Income Fund: 700,902 Shares
    * *     18,602,704  
MFS International New Discovery: 513,665 Shares
            12,497,464  
Oakmark Equity and Income Fund: 522,272 Shares
            14,038,675  
                 
            2006
PIMCO Core Plus Bond Fund: 916,955 Shares
          $ 11,510,578  
Vanguard Index Trust 500 Portfolio: 166,224 Shares
            21,707,147  
Hotchkis & Wiley Large Cap Value Fund: 543,957 Shares
            13,713,164  
American Funds Growth Fund of America Fund: 605,745 Shares
            19,783,643  
Spectrum Brands Stable Value Fund: 909,399 Shares
    * *     23,296,721  
MFS International New Discovery: 386,668 Shares
            10,571,494  
Oakmark Equity and Income Fund: 597,805 Shares
            15,471,190  
 
**   No adjustment necessary due to contract value and fair value being the same

Page 13


 

SUPPLEMENTAL INFORMATION

 


 

SPECTRUM BRANDS 401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Plan # 054
EIN 22-2423556
December 31, 2007
                     
    Identity of Issue, Lessor,              
    or Similar Party   Description of Investment   Cost   Current Value  
*   Spectrum Brands  
Spectrum Brands, Inc. Stock
  **   $ 2,334,276  
       
 
           
    PIMCO  
Core Plus Bond Fund
  **     9,747,222  
       
 
           
    Vanguard  
500 Index Fund
  **     16,982,676  
       
 
           
    Hotchkis & Wiley  
Large Cap Value Fund
  **     11,266,022  
       
 
           
    First American  
Small Cap Select A Fund
  **     5,383,353  
       
 
           
    American Funds  
Growth Fund of America
  **     19,584,025  
       
 
           
    First American  
Mid Cap Value Fund
  **     2,164  
       
 
           
    First American  
Mid Cap Value Fund A
  **     4,442,180  
       
 
           
*   Prudential  
Guaranteed Income Fund
  **     18,602,704  
       
 
           
    MFS  
International New Discovery Fund
  **     12,497,464  
       
 
           
    Oakmark  
Equity and Income Fund
  **     14,038,675  
       
 
           
    Franklin  
Micro Cap Value Fund
  **     3,880,995  
       
 
           
    SSGA  
S&P Mid Cap Fund
  **     2,989,613  
       
 
           
    Oppenheimer  
Global Fund
  **     3,170,906  
       
 
           
    TimesSquare  
Mid Cap Growth Fund Class Premier (GR)
  **     3,311,511  
       
 
           
*   Participant Loans  
Maturities ranging from 2008 to 2025; interest rates ranging from 5.0% to 11.5%
  $0     2,028,515  
       
 
         
       
 
           
       
 
      $ 130,262,301  
       
 
         
 
*   Represents a party in interest
 
**   Cost omitted for participant directed investments
See Report of Independent Registered Public Accounting Firm.

Page 14


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
THE SPECTRUM BRANDS 401(k) RETIREMENT SAVINGS PLAN
             
June 30, 2008
  BY:   /s/ Joseph B. Wickham    
       
 
 
    Name:   Joseph B. Wickham    
    Title:   Member of Retirement Plan Committee