LeapFrog 2011 Annual Report Download

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2011 Annual Report

Table of contents

  • Page 1
    2011 Annual Report

  • Page 2
    The leader in educational entertainment Helping millions of children achieve their potential

  • Page 3
    ... leadership of John Barbour, our chief executive officer, who joined us in March 2011. John has a proven track record of success in building global consumer and Internet businesses for traditional retail, online retailing, mobile gaming, and branded toy companies. Since joining LeapFrog, John has...

  • Page 4
    ... year history of the award. Along with the launch of LeapPad, we launched our App Center to provide downloadable content for our LeapPad and Leapster Explorerâ„¢ platforms. The App Center is an important extension of our connected strategy and enables parents to download new and personalized content...

  • Page 5
    ... to its retailer customers in all markets and also includes other sources of revenue. The point-of-sale data, based on retail prices, is provided to LeapFrog by retailers and also includes sales through online retailers and our online retail store at LeapFrog.com. LeapFrog believes this represents...

  • Page 6
    [This page intentionally left blank.]

  • Page 7
    ... June 30, 2011 calculated using the closing sale price as of that day, was approximately $145.7 million. Shares of common stock held by each current executive officer and director of the registrant and by each person who is known by the registrant to own 5% or more of the outstanding voting power of...

  • Page 8

  • Page 9
    ..., PEAK-A-SHOE, ODYSSEY, SEE THE LEARNING, TAG, the Tag logo, the Tag Junior logo and the Tag School logo are some of our trademarks or service marks. This Annual Report on Form 10-K also includes other trademarks and service marks, as well as trade dress and trade names of ours. Other trademarks in...

  • Page 10
    ... Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Party Transactions, and Director Independence Principal Accountant Fees and Services ... PART...

  • Page 11
    ...content and learning toys. We have developed a number of learning platforms, including the LeapPad Explorer (''LeapPad'') learning tablet, the Leapster family of multimedia learning platforms and the Tag and Tag Junior reading systems, which support a broad library of content titles. We have created...

  • Page 12
    ... provided by our rich content libraries available in both cartridge and digitally downloadable forms. All of our multimedia learning platforms are web-enabled and connect to the Learning Path. • LeapPad: During 2011, we launched LeapPad, a kid-tough, personalized learning tablet for children ages...

  • Page 13
    ... same core technology as the Tag reading system, but is designed to introduce younger children ages one to four to books and reading. The Tag Junior library includes over 25 content titles that feature both internally developed and licensed content. The Tag Junior reading system is also web-enabled...

  • Page 14
    ...Explorer, Leapster 2, Tag and Tag Junior multimedia learning platforms, and My Pal Scout, My Pal Violet and My Own Leaptop are designed to connect to the Learning Path. • App Center: During 2011, we launched our App Center, through which customers may directly purchase downloadable digital content...

  • Page 15
    ... with existing or new competitors, our sales and market share could decline.'' Our products must also compete for the leisure time of children and the discretionary spending of parents with other forms of media and entertainment. We design our products to bring fun to learning in order to compete...

  • Page 16
    ... internally developed content, in-licensed content and web applications hosted by third parties. • • Advertising and Marketing Our advertising and marketing strategy is designed to position LeapFrog as a leader in providing engaging, effective, technology-based learning solutions for children...

  • Page 17
    ... of our key products, such as LeapPad, Leapster and Tag. Our continued use of these rights is dependent on our continued compliance with applicable license terms. Any failure to do so could interrupt our supply chain and require us to modify our products or business plans. Please see Part I, Item 1A...

  • Page 18
    ...% 100% Seasonal purchasing patterns and their related production lead times create risk in our business due to possible under-production of popular items and over-production of items that do not match consumer demand. In addition, our retail customers have continued to manage their inventories more...

  • Page 19
    ... Executive Officer Chief Financial Officer President and Chief Operating Officer President of Americas Sales Senior Vice President and Managing Director, EMEA (Europe, Middle East, Africa and Asia) John Barbour has served as our CEO and as a board member since March 2011. Prior to joining LeapFrog...

  • Page 20
    ... well as a number of other fast moving consumer goods companies including The CocaCola Company, PepsiCo, Inc. and Virgin Group Limited. Available Information We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to reports...

  • Page 21
    ... LeapFrog App Center, which allows consumers to download content for use with some of our products directly from us, instead of purchasing game cartridges from our retailers. In addition, some of the key products launched in recent years, including our 2011 release of the LeapPad, have a high price...

  • Page 22
    ... the LeapPad, the Leapster Explorer, the Tag reading system and some of our recent learning toys, are designed to be connected to a computer that has Internet access in order to access content and features. In addition, our recently launched App Center is designed to allow us to sell more content to...

  • Page 23
    ... features or content for our Internet-connected products, then we could lose sales and customers could be inconvenienced or become dissatisfied with our products. Any significant disruption to our App Center, website or internal computer systems or malfunctions related to transaction processing...

  • Page 24
    ... music, illustrations and trade names, and for technologies we incorporate in our products including key technology used in our Tag and Tag Junior reading systems. In particular, we rely on our ability to acquire rights to popular entertainment media properties for content on our multimedia learning...

  • Page 25
    ... products and providing product replacement, as well as the cost of defending against litigation related to the defective products. Further, as a result of recent recalls and safety issues related to products of a number of manufacturers in the toy industry, some of our retail customers have...

  • Page 26
    ... at levels that lag rather than anticipate future order levels, which could limit our ability to sell and ship our products as demand increases, delaying our ability to benefit from improvements in the retail sales environment. Our international business may not succeed and subjects us to risks...

  • Page 27
    ... our area and industry. The loss of services of members of our executive management team or other key employees could have an adverse effect on our business. If we are unable to retain key personnel, then it may be difficult for us to maintain a competitive position within our industry or implement...

  • Page 28
    ...our key executives and technical, sales, marketing, manufacturing and administrative personnel. Part of our compensation package includes stock and/or stock options. To the extent our stock performs poorly, it may adversely affect our ability to retain or attract key employees, potentially resulting...

  • Page 29
    ... properties for administration, sales and operations in Canada, England, France, Mexico and China, which are primarily used by our International Segment. Location Use Segment Condition Type of Possession Fontana, California Emeryville, California Distribution center Headquarters and operations...

  • Page 30
    ...share of our Class A common stock on the NYSE in each quarter during the last two completed fiscal years. The values stated below are actual high and low sales prices, inclusive of intra-day trading. High Low 2011 First quarter . . Second quarter Third quarter . Fourth quarter . 2010 First quarter...

  • Page 31
    ....0 306.1 $179.9 $ 93.5 192.1 369.8 $243.5 2011 2010 2009 (In millions) 2008 2007 Consolidated Statements of Cash Flows Data: Net cash provided by (used in): Operating activities ...Investing activities...Financing activities ...Effect of exchange rate changes on cash...Increase (decrease) in...

  • Page 32
    ... entertainment for children. Our product portfolio consists of multimedia learning platforms and related content and learning toys. We have developed a number of learning platforms, including the LeapPad, the Leapster family of multimedia learning platforms and the Tag and Tag Junior reading systems...

  • Page 33
    ... expenses due to exceeding the financial performance targets included in our 2011 employee bonus programs. In addition, our advertising expense was well managed, down 12% year over year given the effectiveness of our social media and direct marketing efforts. We significantly expanded our...

  • Page 34
    ... by foreign currency exchange rates. Consolidated gross margin for 2011 declined 50 basis points over 2010, primarily driven by changes in product mix with proportionally higher sales of lower margin multimedia learning platforms, specifically LeapPad, partially offset by lower trade allowances and...

  • Page 35
    ... for 2010 increased 3% compared to 2009, primarily due to an increase in advertising to support the launch of Leapster Explorer and to build consumer awareness of the Tag reading system. The increase was partially offset by a decrease in SG&A expenses driven by lower compensation related costs...

  • Page 36
    ... international markets. We capitalize external third-party costs related to content development, which are subsequently amortized into cost of sales in the statements of operations. The related prior period data has been recast to conform to the current year presentation. % Change 2011 vs. 2009 2010...

  • Page 37
    ... marketing communications. Fiscal Year 2010 Compared to Fiscal Year 2009 Advertising expenses for 2010 increased 25% as compared to 2009. The increase was primarily driven by increased costs to support the launch of Leapster Explorer and to build consumer awareness of the Tag reading system. OTHER...

  • Page 38
    ...DECEMBER 31, 2011, 2010 AND 2009 We organize, operate and assess our business in two primary operating segments: U.S. and International. This presentation is consistent with how our chief operating decision maker reviews performance, allocates resources and manages the business. The net sales, gross...

  • Page 39
    ... includes net sales and related expenses directly associated with selling our products to national and regional mass-market and specialty retailers, other retail stores and distributors, school-related distributors and resellers, our online store and App Center, and other Internet-based channels...

  • Page 40
    ... to strong demand for the LeapPad learning tablet and associated content in certain international markets. Net sales for 2011 included a 2% positive impact from changes in currency exchange rates. Gross margin for 2011 improved 2.6 percentage points as compared to 2010. The improvement was primarily...

  • Page 41
    ... credit facility. Future capital expenditures are primarily planned for new product development and purchases related to the upgrading of our information technology capabilities. We expect that capital expenditures in 2012, including those for capitalized content and website development costs...

  • Page 42
    ... as new software purchases to further automate processes and better support operations. Net cash provided by financing activities improved $1.8 million for 2010 as compared to 2009, primarily due to an increase in employee stock option exercises in response to a higher average company stock price...

  • Page 43
    ..., cash ï¬,ows from operations in the first quarter of 2011 were higher than in previous years. These seasonal patterns may vary depending upon general economic conditions and other factors. Line of Credit and Borrowing Availability On August 13, 2009, we entered into an amended and restated loan...

  • Page 44
    ...renewal options of five years at market rates. We account for rent expense on a straight-line basis over the term of the lease. In addition, we are obligated to pay certain minimum royalties in connection with license agreements to which it is a party. The following table summarizes our outstanding...

  • Page 45
    ...sale of the card to deferred revenue which is relieved when the right to download content is granted to the customer upon redemption of the card. For content purchased by the customer with a personal credit card directly through our App Center, we recognize revenue when the right to download content...

  • Page 46
    ... annual tests if events occur or circumstances change that warrant a review. These events or circumstances could include a significant change in the business climate, legal factors or operating performance indicators. In September 2011, the Financial Accounting Standards Board (''FASB'') issued new...

  • Page 47
    ... management to exercise judgment in selecting an appropriate discount rate and to make numerous assumptions in order to develop future business and financial forecasts and the related estimates of future net cash ï¬,ows. Future net cash ï¬,ows depend primarily on future sales of our products...

  • Page 48
    ... foreign currency exchange gain or loss reported in our financial statements, but the program, when properly executed, may not always eliminate our exposure to movements of currency exchange rates. The results of our hedging program for the fiscal years ended December 31, 2011, 2010 and 2009 are...

  • Page 49
    ... hedging program to provide greater assurance of accurate execution of our hedging determinations. Our foreign exchange forward contracts generally have original maturities of one month or less. A summary of all foreign exchange forward contracts outstanding as of December 31, 2011 and 2010 is...

  • Page 50
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LEAPFROG ENTERPRISES, INC. FORM 10-K Index to Consolidated Financial Statements For the Fiscal Year Ended December 31, 2011 Page Reports of Independent Registered Public Accounting Firm...Consolidated Balance Sheets ...Consolidated Statements of ...

  • Page 51
    ...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...

  • Page 52
    ... audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Leapfrog Enterprises, Inc. as of December 31, 2011 and 2010 and the related consolidated statements of operations, comprehensive income (loss), stockholders...

  • Page 53
    LEAPFROG ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) 2011 December 31, 2010 ASSETS Current assets: Cash and cash equivalents ...Accounts receivable, net of allowances for doubtful $776, respectively ...Inventories ...Prepaid expenses and other current assets ...

  • Page 54
    LEAPFROG ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) 2011 Years Ended December 31, 2010 2009 Net sales ...Cost of sales...Gross profit ...Operating expenses: Selling, general and administrative . . Research and development ...Advertising......

  • Page 55
    LEAPFROG ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) 2011 Years Ended December 31, 2010 2009 Net Income (loss) ...Other comprehensive income (loss), before tax Currency translation adjustments ...Temporary impairment gain (loss) on investment ...Total ...

  • Page 56
    ...Temporary gain on investment in auction rate securities, net of tax ...Net loss ...Balance, December 31, 2009 . . Conversion of Class B shares to Class A shares...Class A common shares issued upon exercise of employee stock-based awards and purchases made under the employee purchase plan ...Net cash...

  • Page 57
    ...: Proceeds from stock option exercises and employee stock purchase plans ...Net cash paid for payroll taxes on restricted stock unit releases Borrowing on line of credit...Paydown on line of credit...Net cash provided by (used in) financing activities ...Effect of exchange rate changes on cash...

  • Page 58
    ... of educational entertainment for children. The Company's product portfolio consists of multimedia learning platforms and related content and learning toys. LeapFrog has developed a number of learning platforms, which support a broad library of content titles. LeapFrog has created hundreds of...

  • Page 59
    ...App Center for content downloads. The Company records proceeds from the initial sale of the card to deferred revenue which is relieved when the right to download content is granted to the customer upon redemption of the card. For content purchased by the customer with a personal credit card directly...

  • Page 60
    ... markets, as well as the ability to liquidate the investments at par, given prevailing and anticipated circumstances. The Company retains qualified third parties to perform independent valuations of its ARS quarterly and considers these evaluations in its impairment evaluation process. The Company...

  • Page 61
    ...in cost of sales. Goodwill The Company reviews its goodwill for impairment at least annually on December 31, and between annual tests if events occur or circumstances change that warrant a review. In September 2011, the Financial Accounting Standards Board (''FASB'') issued new guidance that permits...

  • Page 62
    ...Company's direct costs of advertising, in-store displays and promotion programs are expensed as incurred. Under arrangements with certain of its customers, the Company reduces the net selling price of its products as an incentive (sales allowances) for the customers to independently promote LeapFrog...

  • Page 63
    ... to the effective tax rate in the year of resolution. Stock-Based Compensation Pursuant to the Company's 2011 Equity Incentive Plan (the ''2011 EIP''), Amended and Restated 2002 Equity Incentive Plan (''2002 EIP'') and its 2002 Non-Employee Directors' Stock Award Plan (''2002 Non-Employee 53

  • Page 64
    ... FINANCIAL STATEMENTS (In thousands, except per share data) Plan''), the Company issues stock options, restricted stock awards (''RSAs'') and restricted stock units (''RSUs'') to its employees, directors and occasionally to non-employee service providers, to purchase shares of the Company's Class...

  • Page 65
    ... the Company's consolidated financial statements. 3. Fair Value of Financial Instruments and Investments Fair value is defined by authoritative guidance as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market...

  • Page 66
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) $2,681 at December 31, 2011, which represents an overall decline in value of $1,319 from par. The assumptions used in preparing the discounted cash ï¬,ow model are based on data available ...

  • Page 67
    ... 31, 2011, 2010 and 2009, respectively. 6. Capitalized Product Costs The Company's capitalized product costs include external costs related to the development of content for its learning products and external website development costs for its website. The Company's capitalized product costs as...

  • Page 68
    ...February 2010, the Company acquired, for $5,400, intangible assets related to the rights to use an application-specific integrated circuit technology included in its Tag and Tag Junior reading systems. The purchased intangible assets are being amortized to operating expense on a straight-line basis...

  • Page 69
    ...'s employee bonus programs for 2011 as compared to 2010. Deferred revenue increased due to the launch of the LeapFrog App Center in August of 2011 and sales of associated stored value cards to retailers. Based on the Company's accounting policy for revenue recognition for online purchases of digital...

  • Page 70
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) The differences between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 35% were as follows: 2011 Years Ended December 31,...

  • Page 71
    ...calculation method, under which excess tax benefits related to stock-based compensation are not deemed to be realized until after the utilization of all other tax benefits available to the Company. As of December 31, 2011, the Company also had federal and California research and development credit...

  • Page 72
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Income tax expense for the years ended December 31, 2011, 2010 and 2009 included ...

  • Page 73
    ...of Class A common stock became available for grant under the 2011 EIP and any shares remaining available for new grants under the 2002 EIP on the effective date of the 2011 EIP became available for issuance under the 2011 EIP. In addition, any shares subject to outstanding stock awards granted under...

  • Page 74
    ... new option grants been calculated using $6.25. The exchange was designed to result in no additional compensation expense. During the second quarter of 2009, the Company granted options to certain executives and board members to purchase an aggregate of 2,705 shares of its Class A common stock that...

  • Page 75
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) The Company is authorized to issue up to a total of 24,000 shares of Class A common stock for any of the types of awards authorized under the 2011 EIP, 2002 EIP or 2002 Non-Employee Plan. ...

  • Page 76
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) The assumptions used in the Black-Scholes option valuation model and the weighted average grant date fair value per share for the three years ended December, 31, 2011, 2010 and 2009 were ...

  • Page 77
    ... senior level employees including the former Chief Executive Offıcer. Stock-based compensation expense related to RSUs is calculated based on the market price of the Company's common stock on the grant date. The total market value of RSUs and stock awards granted in 2011, 2010 and 2009 as measured...

  • Page 78
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) Stock plan activity Stock Options The activity in the Company's stock option plan for the years ended December 31, 2011, 2010 and 2009 was as follows: Weighted Average Exercise Price ...

  • Page 79
    ... FINANCIAL STATEMENTS (In thousands, except per share data) The table below shows information by range of exercise prices for the Company's outstanding stock options as of December 31, 2011: Options Outstanding Average Weighted Remaining Average Contractual Exercise Number of Life in Years Price...

  • Page 80
    ..., LeapFrog is no longer considered a ''controlled company'' under the rules of the NYSE. In addition, in 2011, 2010 and 2009, certain Class B stockholders elected to convert 6,144, 6,179 and 0 shares, respectively, of their Class B common stock into the same number of shares of Class A common stock...

  • Page 81
    ...'s Class B common stock and 3.8 million shares of the Company's Class A common stock, which represents approximately 42.7% of the combined voting power of the Company's Class A common stock and Class B common stock. In 2011, 2010 and 2009, the Company purchased software products and support services...

  • Page 82
    ... In 2011, LeapFrog's largest individual vendor, Wynnewood Corp. Ltd., located in China, supplied 35% of LeapFrog's products. In 2010 and 2009, WKK Technology Limited, located in China, supplied 24% and 26%, respectively, of LeapFrog's products. The Company expects to continue to use a limited number...

  • Page 83
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) Customer Concentration A limited number of customers historically have accounted for a substantial portion of the Company's gross sales. For the last three fiscal years, the Company's top...

  • Page 84
    ...Company's website in the U.S. In addition, beginning in late 2011, this segment began distributing third party content through our App Center. The International segment is responsible for the localization, sales and marketing of multimedia learning platform products and related content, and learning...

  • Page 85
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) The table below shows certain information by segment for the years ended December 31, 2011, 2010 and 2009. 2011 Years Ended December 31, 2010 2009 Net sales: United States ......

  • Page 86
    LEAPFROG ENTERPRISES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) 21. Selected Quarterly Financial Information-Unaudited Unaudited selected financial information by quarter for the years ended December 31, 2011 and 2010 is presented below: March 31 For ...

  • Page 87
    ... Act''), such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and include, without limitation, controls and procedures designed to ensure that information required...

  • Page 88
    ... 31, 2011, and has issued an attestation report on our internal control over financial reporting, as reï¬,ected in its attestation report appearing herein. Inherent Limitations on Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable...

  • Page 89
    ...our Code of Business Conduct and Ethics or grant any waiver therefrom to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on the investor relations section of our website at www.leapfroginvestor.com under the heading ''Corporate Governance.'' ITEM 11...

  • Page 90
    ...Restated 2002 Employee Stock Purchase Plan, as of December 31, 2011: Number of securities Remaining available for future issuance under equity compensation plans (excluding securities reï¬,ected in column (a)) (c) Plan Category Number of securities to be issued upon exercise of outstanding options...

  • Page 91
    ..., FINANCIAL STATEMENT SCHEDULES (1) Financial Statements: The following are filed as a part of Item 8 of this Annual Report on Form 10-K: Page Reports of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements...

  • Page 92
    ...15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LEAPFROG ENTERPRISES, INC By: /s/ Mark A. Etnyre Mark A. Etnyre Chief Financial Officer and Principal Financial Officer Date: February 29...

  • Page 93
    ... Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ JOHN BARBOUR John Barbour Chief Executive Officer and Director (Principal Executive Officer) Chief Financial...

  • Page 94
    ...31, 2004 Amendment No. 1 to Industrial Lease-Net by and between Campbell Hawaii Investor LLC, and LeapFrog Enterprises, Inc. dated as of March 29, 2010 Amended and Restated 2002 Employee Stock Purchase Plan Amended and Restated 2002 Equity Incentive Plan Form of Stock Option Agreement under the 2002...

  • Page 95
    ... of the 2011 Cash Bonus Plan for Executive Officers Executive Management Severance and Change in Control Benefit Plan Compensation Arrangements between LeapFrog Enterprises, Inc. and its Board of Directors†Employment Agreement, dated as of March 1, 2010, between Leapfrog Enterprises, Inc. and...

  • Page 96
    ... 31, 2011 by and among LeapFrog Enterprises, Inc., certain financial institutions and Bank of America, N.A. List of Subsidiaries Consent of Independent Registered Public Accounting Firm Power of Attorney (see signature page to this Form 10-K) Certification of the Chief Executive Officer Pursuant...

  • Page 97
    ... of the Chief Executive Officer and the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The following materials from the registrant's Annual Report on Form 10-K for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL), include...

  • Page 98
    ... ...2010 ...2009 ...Allowance for promotional markdowns 2011 ...2010 ...2009 ...Allowance for cooperative advertising 2011 ...2010 ...2009 ...Allowance for chargebacks and price changes 2011 ...2010 ...2009 ...Allowance for defective products 2011 ...2010 ...2009 ...Allowance for sales 2011 ...2010...

  • Page 99
    ...'s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ John Barbour John Barbour Chief Executive...

  • Page 100
    ... the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record...

  • Page 101
    ... set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the ''Exchange Act'') and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, John Barbour, the Chief Executive Officer of LeapFrog Enterprises, Inc. (the ''Company''), and Mark...

  • Page 102
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  • Page 103
    ... amendment to the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan. These items of business are more fully described in the proxy statement accompanying this notice. The record date for the annual meeting is April 11, 2012. Only stockholders of record at the close of business on that date may...

  • Page 104

  • Page 105
    ... Compensation Plan Information ...Required Vote ...Recommendation ... ... SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...TRANSACTIONS WITH RELATED PERSONS ...BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Independence of the Board of Directors...Board Meetings ...Board Leadership...

  • Page 106
    ...DIRECTOR COMPENSATION ...EXECUTIVE COMPENSATION ...Compensation Discussion and Analysis ...Report of the Compensation Committee...Summary Compensation Information...Grants of Plan-Based Awards ...Employment Arrangements ...Outstanding Equity Awards at December 31, 2011 ...Option Exercises and Stock...

  • Page 107
    ...fic daylight time at our headquarters located at 6401 Hollis Street, Suite 100, in Emeryville, California. Directions to the annual meeting may be found at www.leapfrog.com under About Us - Contact Us. Who can vote at the annual meeting? Only stockholders of record at the close of business on April...

  • Page 108
    ... by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2012. Approval of an amendment to the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan, or 2011 EIP. You may either vote ''For...

  • Page 109
    ... You may grant a subsequent proxy through our Internet voting site; You may send a written notice that you are revoking your proxy to our Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California 94608-1463; or You may attend the annual meeting and vote in person. Simply attending...

  • Page 110
    ... if at the meeting there is present in person or represented by proxy the holders of outstanding shares of Class A and Class B common stock entitled to cast a majority of the votes that could be cast by all outstanding shares of Class A and Class B common stock voting together as a class. On the...

  • Page 111
    ... of other members. John Barbour has served as our Chief Executive Officer and as a member of our board of directors since March 2011. Prior to joining LeapFrog, he served as President of the GameHouse division of RealNetworks, Inc., a digital media company, from October 2008 to August 2010. From...

  • Page 112
    ... and corporate performance. From 1990 to 1996, he served as President and Chief Executive Officer of Sega of America, a leading video game and entertainment company. Prior to that, he was President and Chief Executive Officer of the Universal Matchbox Group, a manufacture of games, toys and children...

  • Page 113
    .... From September 1999 to May 2004, he held the position of Corporate Development Group Director at Cadence Design Systems, an electronic design automation software and services company, where he managed several dozen acquisitions and strategic investments. Prior to 1999, Mr. Marinelli held various...

  • Page 114
    ... entertainment and a public company, most recently as Executive Vice President and Chief Financial and Administrative Officer. From 1982 to 1989, Mr. McKee was Chief Financial Officer of Digital Research, Inc., a privately held developer of operating systems, computer languages and applications...

  • Page 115
    ... on the board of directors of Fossil, Inc., a publicly held company that designs, develops, markets and distributes fashion-related consumer products, and was a member of its audit committee, nominating and corporate governance committee and a special committee advising on option backdating. He...

  • Page 116
    ... following table represents aggregate fees billed or to be billed to us for services performed for the fiscal years ended December 31, 2011 and 2010, by Ernst & Young, our independent registered public accounting firm. Fiscal Year (in thousands) 2011 2010 Audit Fees ...Audit-Related Fees Tax Fees...

  • Page 117
    ... of our 2010 research and development credits and our 2010 fees included a study of our 2009 research and development credits. All Other Fees There were no other fees paid to Ernst & Young in 2011 and 2010. Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public...

  • Page 118
    ... instead issue grants to non-employee directors under the 2011 EIP. Reduction in Number of Shares from Prior Plan Eligible for Inclusion in 2011 EIP Share Reserve The 2011 EIP replaced the Prior Plan. The Company has not issued any new awards under the Prior Plan since the adoption of the 2011 EIP...

  • Page 119
    ..., the number of shares available for issuance under the 2011 EIP is reduced by two shares for each share of Class A Common Stock issued pursuant to a restricted stock award, restricted stock unit award, performance stock award or other stock awards (not including stock options or stock appreciation...

  • Page 120
    ...867,831 shares. The number of shares available for issuance under the 2011 EIP is reduced by one share for each share of common stock issued pursuant to all stock awards granted under the 2011 EIP. Vesting and Exercise of Awards The exercise price of stock options and SARs granted under the 2011 EIP...

  • Page 121
    ...available for grant under the 2011 EIP, and subject to the various limitations set forth in the 2011 EIP, the number and kind of shares subject to outstanding awards under the 2011 EIP, and the exercise or settlement price of outstanding stock options and of other awards. In the event of a corporate...

  • Page 122
    ... tax reporting obligations. Incentive Stock Options The 2011 EIP provides for the grant of stock options that qualify as ''incentive stock options,'' as defined in Section 422 of the Tax Code. Under the Tax Code, an optionee generally is not subject to ordinary income tax upon the grant or exercise...

  • Page 123
    ... senior executives. Accordingly, the 2011 EIP limits awards granted under the plan to an individual participant in any calendar year to: (1) No more than 3.5 million shares subject to stock options or SARs (or other stock awards whose value is determined by reference to an increase over an exercise...

  • Page 124
    ... remaining available for future issuance under equity compensation plans (excluding securities reï¬,ected in column (a)) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options...

  • Page 125
    ... of those securities. These rules also treat as outstanding all shares of capital stock that a person would receive upon exercise of stock options held by that person that are immediately exercisable or exercisable within 60 days of March 31, 2012. These shares are deemed to be outstanding and to be...

  • Page 126
    ...,113,354 shares of Class B common stock outstanding as of March 31, 2012. Unless otherwise indicated in the footnotes to this table, the applicable address for each of our directors and executive officers is c/o LeapFrog Enterprises, Inc., 6401 Hollis Street, Suite 100, Emeryville, California 94608...

  • Page 127
    ... months following the expiration or termination of Mr. Maron's term on LeapFrog's board of directors. The address for Mr. Maron is 1250 Fourth Street, Suite 550, Santa Monica, California 90401. (21) Includes 92,846 shares of Class A common stock issuable to Mr. McKee upon the exercise of options...

  • Page 128
    ... by LeapFrog until three months following the expiration or termination of Mr. Wang's term on LeapFrog's board of directors. (26) Based on all existing executive officers and directors as a group. See footnotes 11 through 25 above, as applicable. Includes 1,890,000 shares of Class A common stock and...

  • Page 129
    ... our Class A common stock and Class B common stock. According to a Schedule 13G filed with the SEC on February 10, 2012, Mr. Ellison beneficially owned as of that date approximately 22.5% of Oracle Corporation's outstanding common stock. In 2011, we purchased software products and support services...

  • Page 130
    ... Chiasson as our Chief Executive Officer, served as Executive Chairman of the Board until March 2011. As Chairman, Mr. Chiasson continues to have an active role in consulting with our senior management and board regarding LeapFrog's business strategy and technology and product direction. The regular...

  • Page 131
    ...meetings and executive sessions of the board if Mr. Chiasson were not present. Mr. Kalinske provides industry experience and his perspective as a former CEO of LeapFrog to management as part of his Vice Chairman role. Role of Board in Risk Oversight One of the key functions of our board of directors...

  • Page 132
    ...to or leaders of LeapFrog, and how we plan to address them. In addition, such reviews include evaluating the effectiveness of our risk management processes and how to improve them if and when necessary. • Our internal audit department and any internal audit consulting firm reports directly to the...

  • Page 133
    ... SEC rules. The board of directors made a qualitative assessment of Messrs. McKee's and Wang's level of knowledge and experience based on a number of factors, including their formal education and experience, in the case of Mr. McKee, as a chief financial officer for a public reporting company...

  • Page 134
    ... the review and discussions referred to above, the audit committee recommended to the board that the audited consolidated financial statements be included in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the Securities and Exchange Commission...

  • Page 135
    ... Act and Exchange Act Rule 16a-1) of the Company, provided that this committee is authorized to grant only stock awards that meet the annual stock award grant guidelines approved by the compensation committee. These guidelines set forth the number of shares that may be granted to persons based on...

  • Page 136
    ... perform any services for the Company or any of our affiliates other than compensation consulting services related to determining or recommending the form or amount of executive and director compensation, designing and implementing incentive plans and providing information on industry and peer group...

  • Page 137
    ... of the committees of the board of directors, assessing the performance of the board of directors, reviewing the compensation paid to non-employee directors for their service on our board of directors and its committees, and developing a set of corporate governance principles. Our nominating and...

  • Page 138
    ...Hollis Street, Suite 100, Emeryville, California 94608. Code of Ethics We have adopted the LeapFrog Code of Business Conduct and Ethics that applies to all officers, directors and employees. Our Code of Business Conduct and Ethics are available on the investor relations section of our website at www...

  • Page 139
    ... sending written communications addressed to the Corporate Secretary of LeapFrog at 6401 Hollis Street, Suite 100, Emeryville, California 94608. The board of directors has established procedures to deal with all direct communications. The board of directors has directed that all communications will...

  • Page 140
    ... in the valuation of the stock and stock option awards are discussed in Note 13, ''Stock-Based Compensation,'' of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011 which was filed with the SEC on February 29, 2012 34

  • Page 141
    ...-employee directors was automatically granted an annual restricted stock unit award and nonstatutory stock option award pursuant to the NEDSAP. The stock option awards were granted at an exercise price of $4.30 per share. The awards vest on May 31, 2012, the last day of the month prior to the month...

  • Page 142
    ... board meetings. The NEDSAP provides both for automatic annual stock option grants to our non-employee directors as well as discretionary equity awards. The NEDSAP provides for an initial stock award upon being elected to our board of directors and annual stock awards on the first day of the month...

  • Page 143
    ... we made in 2011 for John Barbour, our CEO (as of March 2011); William B. Chiasson, currently the Chairman of the Board (formerly our CEO through March 2011); Mark Etnyre, our CFO; Michael J. Dodd, our President and Chief Operating Officer; William K. Campbell, our President, Americas Sales; and...

  • Page 144
    ...annual review of the competitiveness of our executive compensation program, including base salaries, annual bonus opportunities, equity awards, and other executive benefits, by analyzing the compensation practices of the companies in our compensation peer group (as described below), as well as data...

  • Page 145
    ...well as companies in related industries with a focus on toy, gaming and educational products. The Peer Group consists of both ''direct peers'' and ''industry reference peers.'' The direct peers include publicly traded companies with market positions and sizes that closely match our own and represent...

  • Page 146
    ... evaluates the total compensation of our executives with respect to our overall company performance, individual performance, changes in scope of responsibility and any changes in the competitive market for each position. The compensation committee does not have a pre-established policy or target for...

  • Page 147
    ...named executive officers in 2011. Performance-Based Bonuses We use performance-based bonuses to motivate our executives to achieve our short-term financial and operational goals and to reward exceptional company and individual performance. In 2011, our bonus plan was designed to encourage net sales...

  • Page 148
    ... established based on our 2011 operating plan and data regarding our financial results and business expectations as of that time, including toy industry sales growth projections, Company resources and capabilities, and the inventory of Company products in the mass market retail channel at the end...

  • Page 149
    ... on our 2011 operating plan and data regarding our financial results and business expectations as of that time, including toy industry and technology company financial benchmarks for product margin, operating expenses and operating income of as a percentage of net sales, and Company resources and...

  • Page 150
    ... on the performance of the Company. Under the bonus plan, the board of directors and compensation committee had discretion to vary the amount of the bonus awards paid to our named executive officers, but such discretion was not exercised this year. Total Bonus Awards. bonus awards for 2011: Based on...

  • Page 151
    ... exercise price of each stock option is to be equal to the closing market price of our Class A common stock on the date of grant. 2011 Equity Awards In March 2011, Mr. Barbour was granted a nonstatutory stock option and an RSU award in connection with his appointment as the chief executive officer...

  • Page 152
    ... and set forth in the new executive's employment agreement or offer letter. In connection with our hiring Mr. Barbour, we agreed to compensate him for travel and temporary housing assistance in the amount of $150,000, payable in quarterly installments, and provided him with certain other relocation...

  • Page 153
    ... the Company's new Chief Executive Officer. In connection with the negotiation of Mr. Barbour's employment agreement, the Board drew upon CEO compensation benchmarking data compiled by Compensia. The Board also considered other sources of compensation data relevant to the CEO position, including...

  • Page 154
    ... has reviewed and discussed with management the CD&A contained in this proxy statement. Based on this review and discussion, the compensation committee has recommended to the board of directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on...

  • Page 155
    ... prior year, 2010 and 2009. SUMMARY COMPENSATION TABLE Salary Received Year ($) Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan All Other Total Compensation Compensation Compensation Name and Principal Position Bonus ($)* John Barbour Chief Executive Officer(3) William...

  • Page 156
    ... Mr. Barbour was appointed as our Chief Executive Officer in March 2011. (4) The amount reported is the sum of bonus payments to such individual under our 2011 bonus plan for company achievement of financial targets and personal achievement of individual performance goals. (5) The amount reported...

  • Page 157
    ... Director Compensation. (2) As provided in the Prior Plan, we grant options to purchase shares of our Class A common stock at an exercise price equal to the closing market price of our Class A common stock on the date of grant. (3) Represents the full fair value of the option or stock award computed...

  • Page 158
    ...in quarterly installments, and certain relocation benefits. Mr. Barbour's employment agreement also provided for him to receive a grant of a non-qualified stock options to purchase 850,000 shares of the Class A common stock, and a restricted stock unit award covering 150,000 shares of Common Stock...

  • Page 159
    ... 31, 2011, certain information regarding outstanding equity awards held by our named executive officers at December 31, 2011. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2011 Option Awards(1) Stock Awards Equity Incentive Plan Awards: Number of Unearned Market Value Shares, Units or Other of Shares or...

  • Page 160
    ...-employee Director Stock Award Plan. Represents 3,876 restricted stock units or awards that vest on the last day of the month prior to our 2012 annual meeting of shareholders. (6) Represents grant of option pursuant to our option exchange program in exchange for cancellation of an option to purchase...

  • Page 161
    ... granted under our Amended and Restated 2002 Non-employee Director Stock Award Plan. The option vests on the last day of the month prior to the company's 2012 annual meeting of shareholders. (18) Represents 12,500 restricted stock units that vest at the rate of 25% of the shares subject to the award...

  • Page 162
    ...stock units that vest at the rate of 50% of the shares subject to the award on January 1, 2012 and in 12 equal monthly installments thereafter. (33) Represents grant of option pursuant to our option exchange program in exchange for cancellation of an option to purchase 3,334 shares originally issued...

  • Page 163
    ...the Prior Plan. Option is fully vested and exercisable. (41) Represents grant of option pursuant to our option exchange program in exchange for cancellation of an option to purchase 20,000 shares originally issued September 17, 2007 under the Prior Plan. Option vests in 48 equal monthly installments...

  • Page 164
    ... respect to our named executive officers. OPTION EXERCISES AND STOCK VESTED Option Awards Number of Shares Acquired Value Realized on Exercise on Exercise (#) ($) Stock Awards Number of Shares Acquired Value Realized on Vesting on Vesting (#) ($) Name John Barbour ...William B. Chiasson ...Mark...

  • Page 165
    ... last trading day prior to the weekend vesting date of the stock award, or $3.68 per share on September 16, 2011, by the number of shares acquired on vesting. (14) Calculated by multiplying the sales price as reported by the broker at the time of exercise on the date the stock option was exercised...

  • Page 166
    ... stock of $5.59, which was the price of our Class A common stock reported by the NYSE at the close of market on December 31, 2011. With respect to the estimated or potential value of stock options that are accelerated and/or have extended exercise periods in connection with a named executive officer...

  • Page 167
    ... that a change in control of the Company occurred on December 31, 2011 and that all of Mr. Barbour's outstanding stock options were exercised on the same date, based on exercise price of $5.59 per share, the closing market price of our Class A common stock as reported by the NYSE for December 30...

  • Page 168
    ... in control of the Company occurred on December 31, 2011 and that all of Mr. Chiasson's outstanding stock options were exercised and his RSUs vested on the same date, based on exercise price of $5.59 per share, the closing market price of our Class A common stock as reported by the NYSE for December...

  • Page 169
    ... a less than full time basis), for a period of six months (or a shorter period as the Company or its successor determines) to provide transition support to LeapFrog or its successor. Under the Severance Plan, to resign for ''good reason,'' an executive must resign within 60 days after the occurrence...

  • Page 170
    ... in control of the Company occurred on December 31, 2011 and that such executive's options were exercised on the same date, based on an exercise price of $5.59 per share, the closing market price of our Class A common stock as reported by the NYSE for December 31, 2011. Participants are required to...

  • Page 171
    ... in the Form 10-K. We make our Annual Report on Form 10-K, as well as our other SEC filings, available free of charge through the investor relations section of our website located at www.leapfroginvestor.com under ''Financial Information - SEC Filings'' as soon as reasonably practicable after they...

  • Page 172
    ... for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors Robert L. Lattuga Vice...

  • Page 173
    ... of this Plan. (b) Eligible Award Recipients. Consultants. The persons eligible to receive Awards are Employees, Directors and (c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights...

  • Page 174
    ... reduces the price at which shares of Class A Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under the Plan. Except as provided above, rights under any Award granted before amendment...

  • Page 175
    ...to stock awards under the Prior Plan as of March 30, 2012, as such shares become available from time to time). The number of shares available for issuance under the Plan shall be reduced by one (1) share for each share of Class A Common Stock issued pursuant to any Stock Award granted under the Plan...

  • Page 176
    ... on the number of shares of the Class A Common Stock that may be issued pursuant to the Plan and does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, NASDAQ Listing Rule 5635...

  • Page 177
    ...the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Class A Common Stock purchased on exercise...

  • Page 178
    ... Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Class A Common Stock as to which an Option or SAR may be exercised. (g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the...

  • Page 179
    ... time of such termination of Continuous Service. (l) Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any shares of Class A Common Stock...

  • Page 180
    ... than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. 6. PROVISIONS OF STOCK AWARDS OTHER...

  • Page 181
    ... to Stock Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is contingent upon the attainment during a Performance Period of the Performance Goals) shall not exceed three million five hundred thousand (3,500,000) shares of Class A Common Stock. The Board may provide...

  • Page 182
    ... provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Class...

  • Page 183
    ...and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. (e) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Class A Common Stock with...

  • Page 184
    ...exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i), and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards...

  • Page 185
    ... otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or...

  • Page 186
    ... and conditions of an Award. (d) ''Board'' means the Board of Directors of the Company. (e) ''Capitalization Adjustment'' means any change that is made in, or other events that occur with respect to, the Class A Common Stock subject to the Plan or subject to any Stock Award after the Effective Date...

  • Page 187
    ... ''Company'' means LeapFrog Enterprises, Inc., a Delaware corporation. (l) ''Consultant'' means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board...

  • Page 188
    ...of the Plan. (t) ''Entity'' means a corporation, partnership, limited liability company, or other entity. (u) ''Exchange Act'' means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (v) ''Exchange Act Person'' means any natural person, Entity or...

  • Page 189
    ... Stock Option. (aa) ''Officer'' means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act. (bb) ''Option'' means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Class A Common Stock granted pursuant to the Plan. (cc) ''Option...

  • Page 190
    ... or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. (ii) ''Participant'' means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award. (jj) ''Performance Cash...

  • Page 191
    ... of the Board. (nn) ''Performance Stock Award'' means a Stock Award granted under the terms and conditions of Section 6(c)(i). (oo) ''Plan'' means this LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan. (pp) ''Restricted Stock Award'' means an award of shares of Class A Common Stock which is...

  • Page 192
    ...'s Consumer Discretionary Index for the period beginning on December 31, 2006 through December 31, 2011 (based on the closing prices of LeapFrog's Class A common stock as reported on the New York Stock Exchange). The stockholder return shown on the graph below is not necessarily indicative of future...

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  • Page 195
    ... LVMH Selective Retailing Group CORPORATE OFFICERS John Barbour :_`\]

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    LeapFrog Enterprises, Inc. 6401 Hollis Street Emeryville, CA 94608 c\Xg]if^%Zfd TM & © 2012 LeapFrog Enterprises, Inc. All rights reserved.