Logitech 2013 Annual Report Download - page 201

LOGITECH INTERNATIONAL S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Shares Outstanding
On September 5, 2012, the Company’s shareholders approved the cancellation of the 18.5 million shares
repurchased under the September 2008 amended share buyback program. These shares were legally cancelled
during the third quarter of fiscal year 2013, which decreased its treasury shares outstanding by this amount but also
decreased its shares issued and outstanding from 191.6 million to 173.1 million.
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 354.6 million or
$372.3 million based on exchange rates at March 31, 2013) and is subject to shareholder approval. On September 5,
2012, the Company’s shareholders approved a cash dividend of CHF 125.7 million out of retained earnings to
Logitech shareholders who owned shares on September 17, 2012. Eligible shareholders were paid CHF 0.79 per
share ($0.85 per share in U.S. dollars), totaling $133.5 million in U.S. dollars on September 18, 2012. This dividend
qualified as a distribution of qualifying additional paid-in-capital and, as such, was not subject to Swiss Federal
withholding tax.
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 $10.0 million at March 31, 2013 (based on exchange rates at March 31, 2013).
Additionally, under Swiss corporate law, the Company is required to establish a reserve equal to the cost
of repurchased treasury shares owned as of year-end. The reserve for treasury shares, which is not available for
distribution, totaled $181.0 million at March 31, 2013 (based on exchange rates at March 31, 2013).
Share Repurchases
During the years ended March 31, 2013 and 2012, the Company had in place the approved share buyback
programs shown in the following table (in thousands, excluding transaction costs). In November 2011, the Company
received approval from the Swiss regulatory authorities for an amendment to the September 2008 share buyback
program to enable future repurchases of shares for cancellation.
Date of Announcement
Approved
Share Buyback
Number
Approved
Buyback
Amount Expiration Date
Completion
Date
Number of
Shares
Remaining(1)
Amount
Remaining
September 2008—amended . . . . 28,465 $ 177,030 August 2013 — 657 $4,435
September 2008 . . . . . . . . . . . . . 8,344 250,000 August 2013 — — —
(1) Represents an estimate of the number of shares remaining to be repurchased calculated based on the amount
remaining to repurchase as of March 31, 2013, divided by the per share adjusted closing price on the SIX Swiss
Exchange as of the same date, $6.75 per share.
Note 12 — Shareholders’ Equity (Continued)
ANNUAL REPORT
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