Logitech 2011 Annual Report Download - page 218

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In September 2008, the Company’s shareholders approved an amendment to the Company’s Articles of
Incorporation which decreased the conditional capital reserved for potential issuance on the exercise of rights
granted under the Company’s employee equity incentive plans from 60,661,860 shares to 25,000,000 shares. The
Board of Directors determined that the reduced amount of conditional capital, together with a portion of its shares
held in treasury, was adequate to cover employee equity incentives without impacting the ability of the Company
to maintain employee equity incentive plans.
In September 2008, the shareholders also approved the creation of conditional capital representing the issuance
of up to 25,000,000 shares to cover any conversion rights under a future convertible bond issuance. This conditional
capital was created in order to provide financing flexibility for future expansion, investments or acquisitions.
Dividends
Pursuant to Swiss corporate law, Logitech International S.A. may only pay dividends in Swiss francs. The
payment of dividends is limited to certain amounts of unappropriated retained earnings (CHF 507.7 million or
$554.6 million based on exchange rates at March 31, 2011) and is subject to shareholder approval.
Legal Reserves
Under Swiss corporate law, a minimum of 5% of the Company’s annual net income must be retained in a legal
reserve until this legal reserve equals 20% of the Company’s issued and outstanding aggregate par value per share
capital. These legal reserves represent an appropriation of retained earnings that are not available for distribution
and totaled $10.5 million at March 31, 2011 (based on exchange rates at March 31, 2011).
Additionally, under Swiss corporate law, the Company is required to establish a reserve equal to the amount
of treasury shares repurchased at year-end. The reserve for treasury shares, which is not available for distribution,
totaled $307.6 million at March 31, 2011.
Share Repurchases
During fiscal years 2011, 2010 and 2009, the Company had the following approved share buyback programs
in place (in thousands):
Date of Announcement
Approved
Buyback
Amount Expiration Date Completion Date Amount Remaining
September 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000 September 2012 — $250,000
June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000 September 2010 March 2010 $ —
The Company repurchased shares under these buyback programs as follows (in thousands):
Amounts Repurchased During Year ended March 31,(1)
Date of Announcement
Program to date 2011 2010 2009
Shares Amount Shares Amount Shares Amount Shares Amount
June 2007 . . . . . . . . . . . . . . . . . . . 11,978 $250,555 — $— 7,425 $126,301 2,803 $78,870
(1) Represents the amount in U.S. dollars, calculated based on exchange rates on the repurchase dates.
The Company has not started repurchases under the September 2008 program.