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Table of Contents NETGEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
requirements were documented in EuP implementing measures issued for specific product categories. The implementing measures affecting the
Company's products are minimum power supply efficiencies and may include required equipment standby modes, which also reduce energy
consumption. The EuP Directive was repealed in November 2009 and replaced by the Energy Related Products ("ErP") Directive, which includes the
same implementing measures of the former EuP Directive and new implementing measures applicable to the Company's products. The Company is in
compliance with applicable implementing measures of the ErP Directives since it came into force.
Additionally, in 2010, the U. S. Congress passed the Dodd-
Frank Wall Street Reform and Consumer Protection Act. Pursuant to Section 1502 of
the Dodd-Frank Act, in August 2012, the U.S. Securities and Exchange Commission adopted Rule 13p-
1 under the Securities Exchange Act of 1934, as
amended. Rule 13p-1 is commonly known as the “Conflict Minerals Rule.”
This rule is intended to address human rights violations arising from the
forced labor, child labor, rape, murder and other hostilities related to mining operations in Africa, namely in the eastern Democratic Republic of the
Congo (“DRC”)
and nearby regions. This rule requires public companies to make disclosures regarding whether specified minerals in company products
are sourced from the DRC or its surrounding countries (covered countries) in an effort to encourage companies to obtain these minerals from sources
that do not directly or indirectly finance or benefit armed groups operating in these countries. The specified minerals, referred to as conflict minerals, are
Tin, Tungsten, Tantalum and Gold, which are necessary in the manufacture of electronics components and equipment. Publicly traded companies, such
as the Company, will be required to disclose certain information concerning the origin of conflict minerals contained in their products. In addition, the
Organization for Economic Co-operation and Development (“OECD”)
has published Due Diligence Guidance for Responsible Supply Chains of
Minerals from Conflict-Affected and High-
Risk Areas. The Company intends to utilize this internationally recognized OECD framework to conduct any
required due diligence under the Conflict Minerals Rule. The Company is currently in the process of assessing compliance and does not believe there
will be any material financial or business impact on the Company as a result.
Note 10. Stockholders’ Equity
Common Stock Repurchase Programs
In October 21, 2008, the Company’s Board of Directors authorized management to repurchase up to 6.0 million shares of the Company’
s
outstanding common stock. Under this authorization, the timing and actual number of shares subject to repurchase are at the discretion of management
and are contingent on a number of factors, such as levels of cash generation from operations, cash requirements for acquisitions and the price of the
Company’s common stock. The Company repurchased 2.0 million shares or $63.1 million
of common stock under this authorization during the year
ended December 31, 2013 . The Company did not repurchase any shares under this authorization during the years ended December 31, 2012 and 2011 .
The Company repurchased approximately 14,000 shares, or $0.5 million
of common stock under a repurchase program to help administratively
facilitate the withholding and subsequent remittance of personal income and payroll taxes for individuals receiving RSUs during the year ended
December 31, 2013 . Similarly, during the years ended December 31, 2012 and December 31, 2011 , the Company repurchased approximately
22,000
shares and 25,000 shares, respectively, or $0.9 million and $0.9 million
of common stock, respectively, under the same program to help facilitate tax
withholding for RSUs.
These shares were retired upon repurchase. The Company’
s policy related to repurchases of its common stock is to charge the excess of cost over
par value to retained earnings. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
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