LOGITECH INTERNATIONAL SA, 10-K filed on 5/27/2011
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Mar. 31, 2011
May 2, 2011
Oct. 1, 2010
Document and Entity Information
 
 
 
Document Type
10-K 
 
 
Amendment Flag
FALSE 
 
 
Document Period End Date
Mar. 31, 2011 
 
 
Entity Registrant Name
LOGITECH INTERNATIONAL SA 
 
 
Entity Central Index Key
0001032975 
 
 
Current Fiscal Year End Date
--03-31 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Public Float
 
 
$ 2,559,253,732 
Entity Common Stock, Shares Outstanding
 
179,191,688 
 
Document Fiscal Year Focus
2011 
 
 
Document Fiscal Period Focus
FY 
 
 
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data
12 Months Ended
Mar. 31,
2011
2010
2009
Consolidated Statements of Income
 
 
 
Net sales
$ 2,362,886 
$ 1,966,748 
$ 2,208,832 
Cost of goods sold
1,526,380 
1,339,852 
1,517,606 
Gross profit
836,506 
626,896 
691,226 
Operating expenses:
 
 
 
Marketing and selling
420,580 
304,788 
319,167 
Research and development
156,390 
135,813 
128,755 
General and administrative
116,880 
106,147 
113,103 
Restructuring charges
 
1,784 
20,547 
Total operating expenses
693,850 
548,532 
581,572 
Operating income
142,656 
78,364 
109,654 
Interest income, net
2,316 
2,120 
8,628 
Other income, net
3,476 
3,139 
8,511 
Income before income taxes
148,448 
83,623 
126,793 
Provision for income taxes
19,988 
18,666 
19,761 
Net income
$ 128,460 
$ 64,957 
$ 107,032 
Net income per share:
 
 
 
Basic
$ 0.73 
$ 0.37 
$ 0.60 
Diluted
$ 0.72 
$ 0.36 
$ 0.59 
Shares used to compute net income per share:
 
 
 
Basic
176,928 
177,279 
178,811 
Diluted
178,790 
179,340 
182,911 
Consolidated Balance Sheets (USD $)
In Thousands
12 Months Ended
Mar. 31,
2011
2010
Current assets:
 
 
Cash and cash equivalents
$ 477,931 
$ 319,944 
Accounts receivable
258,294 
195,247 
Inventories
280,814 
219,593 
Other current assets
59,347 
58,877 
Total current assets
1,076,386 
793,661 
Property, plant and equipment
84,160 
91,229 
Goodwill
547,184 
553,462 
Other intangible assets
74,616 
95,396 
Other assets
79,210 
65,930 
Total assets
1,861,556 
1,599,678 
Current liabilities:
 
 
Accounts payable
298,160 
257,955 
Accrued liabilities
172,560 
182,336 
Total current liabilities
470,720 
440,291 
Other liabilities
185,835 
159,672 
Total liabilities
656,555 
599,963 
Commitments and contingencies
 
 
Shareholders' equity:
 
 
Shares, par value CHF 0.25 - 191,606 issued and authorized and 50,000 conditionally authorized at March 31, 2011 and 2010
33,370 
33,370 
Additional paid-in capital
 
14,880 
Shares in treasury, at cost, 12,433 at March 31, 2011 and 16,435 at March 31, 2010
(264,019)
(382,512)
Retained earnings
1,514,168 
1,406,618 
Accumulated other comprehensive loss
(78,518)
(72,641)
Total shareholders' equity
1,205,001 
999,715 
Total liabilities and shareholders' equity
$ 1,861,556 
$ 1,599,678 
Consolidated Balance Sheets (Parenthetical)
In Thousands, except Per Share data
Mar. 31, 2011
CHF
Mar. 31, 2010
CHF
Shareholders' equity:
 
 
Shares, par value CHF
 0.25 
 0.25 
Shares, issued
191,606 
191,606 
Shares, authorized
191,606 
191,606 
Shares, conditionally authorized
50,000 
50,000 
Treasury shares
12,433 
16,435 
Consolidated Statements of Cash Flows (USD $)
In Thousands
12 Months Ended
Mar. 31,
2011
2010
2009
Cash flows from operating activities:
 
 
 
Net income
$ 128,460 
$ 64,957 
$ 107,032 
Non-cash items included in net income:
 
 
 
Depreciation
48,191 
56,380 
44,021 
Amortization of other intangible assets
27,800 
14,515 
8,166 
Share-based compensation expense related to options, restricted stock units and stock purchase rights
34,846 
25,807 
24,503 
Write-down of investments
43 
643 
2,727 
Gain on disposal of fixed assets
(838)
 
 
Excess tax benefits from share-based compensation
(3,455)
(2,814)
(6,592)
Loss (gain) on cash surrender value of life insurance policies
(901)
(1,223)
2,868 
In-process research and development
 
 
1,000 
Deferred income taxes and other
(8,683)
(17,895)
(10,387)
Changes in assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
(54,684)
28,489 
152,496 
Inventories
(60,482)
30,942 
(9,078)
Other assets
5,825 
15,038 
14,615 
Accounts payable
37,714 
94,155 
(123,802)
Accrued liabilities
2,715 
56,265 
(6,982)
Net cash provided by operating activities
156,551 
365,259 
200,587 
Cash flows from investing activities:
 
 
 
Purchases of property, plant and equipment
(43,039)
(39,834)
(48,263)
Purchases of trading investments
(19,075)
 
 
Proceeds from cash surrender of life insurance policies
11,313 
813 
 
Proceeds from sale of business
9,087 
 
 
Acquisitions and investments, net of cash acquired
(7,300)
(388,809)
(64,430)
Sales of trading investments
6,470 
 
 
Proceeds from sale of property, plant and equipment
2,688 
 
 
Premiums paid on cash surrender value life insurance policies
(5)
 
(427)
Net cash used in investing activities
(39,861)
(427,830)
(113,120)
Cash flows from financing activities:
 
 
 
Proceeds from sale of shares upon exercise of options and purchase rights
42,969 
28,917 
31,119 
Excess tax benefits from share-based compensation
3,455 
2,814 
6,592 
Purchases of treasury shares
 
(126,301)
(78,870)
Repayments of debt
 
(13,630)
 
Net cash provided by (used in) financing activities
46,424 
(108,200)
(41,159)
Effect of exchange rate changes on cash and cash equivalents
(5,127)
(2,044)
(35,901)
Net increase (decrease) in cash and cash equivalents
157,987 
(172,815)
10,407 
Cash and cash equivalents at beginning of period
319,944 
492,759 
482,352 
Cash and cash equivalents at end of period
477,931 
319,944 
492,759 
Supplemental cash flow information:
 
 
 
Interest paid
25 
66 
143 
Income taxes paid
$ 16,619 
$ 9,436 
$ 15,268 
Consolidated Statements of Changes in Shareholders' Equity (USD $)
In Thousands
Registered shares
Additional paid-in capital
Treasury shares
Retained earnings
Accumulated other comprehensive loss
Total
Balance (treasury shares) at Mar. 31, 2008
 
 
$ (338,293)
 
 
 
Balance (registered shares) at Mar. 31, 2008
33,370 
 
 
 
 
 
Balance at Mar. 31, 2008
 
49,821 
 
1,234,629 
(19,483)
960,044 
Balance (treasury shares), shares at Mar. 31, 2008
 
 
12,431 
 
 
 
Balance (registered shares), shares at Mar. 31, 2008
191,606 
 
 
 
 
 
Net income
 
 
 
107,032 
 
107,032 
Cumulative translation adjustment
 
 
 
 
(55,983)
(55,983)
Net deferred hedging gains
 
 
 
 
216 
216 
Actuarial gain (loss) on pension plan, net of tax
 
 
 
 
(6,055)
(6,055)
Unrealized gain on investment
 
 
 
 
424 
424 
Total comprehensive income
 
 
 
 
 
45,634 
Tax benefit from exercise of stock options
 
15,253 
 
 
 
15,253 
Purchase of treasury shares
 
 
(78,870)
 
 
(78,870)
Purchase of treasury shares (in shares)
 
 
2,803 
 
 
 
Sale of shares upon exercise of options and purchase rights
 
(44,590)
75,709 
 
 
31,119 
Sale of shares upon exercise of options and purchase rights (in shares)
 
 
(3,110)
 
 
 
Share-based compensation expense
 
24,528 
 
 
 
24,528 
Balance (treasury shares) at Mar. 31, 2009
 
 
(341,454)
 
 
 
Balance at Mar. 31, 2009
33,370 
45,012 
 
1,341,661 
(80,881)
997,708 
Balance (treasury shares), shares at Mar. 31, 2009
 
 
12,124 
 
 
 
Balance (registered shares), shares at Mar. 31, 2009
191,606 
 
 
 
 
 
Net income
 
 
 
64,957 
 
64,957 
Cumulative translation adjustment
 
 
 
 
2,753 
2,753 
Net deferred hedging gains
 
 
 
 
1,178 
1,178 
Actuarial gain (loss) on pension plan, net of tax
 
 
 
 
4,309 
4,309 
Total comprehensive income
 
 
 
 
 
73,197 
Tax benefit from exercise of stock options
 
266 
 
 
 
266 
Purchase of treasury shares
 
 
(126,301)
 
 
(126,301)
Purchase of treasury shares (in shares)
 
 
7,425 
 
 
 
Sale of shares upon exercise of options and purchase rights
 
(56,326)
85,243 
 
 
28,917 
Sale of shares upon exercise of options and purchase rights (in shares)
 
 
(3,114)
 
 
 
Share-based compensation expense
 
25,928 
 
 
 
25,928 
Balance (treasury shares) at Mar. 31, 2010
 
 
(382,512)
 
 
(382,512)
Balance (registered shares) at Mar. 31, 2010
33,370 
 
 
 
 
33,370 
Balance at Mar. 31, 2010
 
14,880 
 
1,406,618 
(72,641)
999,715 
Balance (treasury shares), shares at Mar. 31, 2010
 
 
16,435 
 
 
16,435 
Balance (registered shares), shares at Mar. 31, 2010
191,606 
 
 
 
 
 
Net income
 
 
 
128,460 
 
128,460 
Cumulative translation adjustment
 
 
 
 
5,005 
5,005 
Net deferred hedging gains
 
 
 
 
(4,366)
(4,366)
Actuarial gain (loss) on pension plan, net of tax
 
 
 
 
(7,260)
(7,260)
Unrealized gain on investment
 
 
 
 
744 
744 
Total comprehensive income
 
 
 
 
 
122,583 
Tax benefit from exercise of stock options
 
4,783 
 
 
 
4,783 
Purchase of treasury shares
 
 
 
 
 
 
Purchase of treasury shares (in shares)
 
 
 
 
 
 
Sale of shares upon exercise of options and purchase rights
 
(54,614)
118,493 
(20,910)
 
42,969 
Sale of shares upon exercise of options and purchase rights (in shares)
 
 
(4,002)
 
 
 
Share-based compensation expense
 
34,951 
 
 
 
34,951 
Balance (treasury shares) at Mar. 31, 2011
 
 
(264,019)
 
 
(264,019)
Balance (registered shares) at Mar. 31, 2011
33,370 
 
 
 
 
33,370 
Balance at Mar. 31, 2011
 
$ 0 
 
$ 1,514,168 
$ (78,518)
$ 1,205,001 
Balance (treasury shares), shares at Mar. 31, 2011
 
 
12,433 
 
 
12,433 
Balance (registered shares), shares at Mar. 31, 2011
191,606 
 
 
 
 
 
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $)
In Thousands
12 Months Ended
Mar. 31,
2011
2010
2009
Consolidated Statements of Changes in Shareholders' Equity
 
 
 
Actuarial gain (loss) on pension plan, tax
$ 241 
$ 122 
$ 182 
The Company
The Company

Note 1 — The Company

Logitech is a world leader in products that connect people to digital experiences. Spanning multiple computing, communications and entertainment platforms, we develop and market innovative hardware and software products that enable or enhance digital navigation, music and video entertainment, gaming, social networking, audio and video communication over the Internet, video security and home-entertainment control. Our products for the PC include mice, trackballs, keyboards, interactive gaming controllers, multimedia speakers, headsets, webcams, and lapdesks. Our Internet communications products include webcams, headsets, video communications services, and digital video security systems for a home or small business. Our digital music products include speakers, earphones, and custom in-ear monitors. For home entertainment systems, we offer the Harmony line of advanced remote controls, Squeezebox wireless music solutions and, in the United States, a line of Logitech products for the Google TV platform. For gaming consoles, we offer a range of gaming controllers and microphones, as well as other accessories. Our LifeSize division offers scalable HD (high-definition) video communications endpoints, all-in-one HD video conferencing systems, video infrastructure bridges and integrated LifeSize/Logitech products and services.

We sell our peripheral products to a network of distributors and resellers and to OEMs (original equipment manufacturers). We sell our LifeSize products and services to distributors, value-added resellers, OEMs and direct enterprise customers. The large majority of our revenues have historically been derived from sales of our peripheral products for use by consumers.

Logitech was founded in Switzerland in 1981, and Logitech International S.A. has been the parent holding company of Logitech since 1988. Logitech International S.A. is a Swiss holding company with its registered office in Apples, Switzerland, which conducts its business through subsidiaries in the Americas, EMEA (Europe, Middle East, Africa) and Asia Pacific. Shares of Logitech International S.A. are listed on both the Nasdaq Global Select Market, under the trading symbol LOGI, and the SIX Swiss Exchange, under the trading symbol LOGN.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements are presented in accordance with U.S. GAAP (accounting principles generally accepted in the United States of America). In the opinion of management, these financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented.

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation with no impact on previously reported net income.

Fiscal Year

The Company's fiscal year ends on March 31. Interim quarters are thirteen-week periods, each ending on a Friday. For purposes of presentation, the Company has indicated its quarterly periods as ending on the month end.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets, liabilities, net sales and expenses, and the disclosure of contingent assets and liabilities. Although these estimates are based on management's best knowledge of current events and actions that may impact the Company in the future, actual results could differ from those estimates.

Foreign Currencies

The functional currency of the Company's operations is primarily the U.S. dollar. To a lesser extent, certain operations use the euro, Chinese renminbi, Swiss franc or the local currency of the country as their functional currencies. The financial statements of the Company's subsidiaries whose functional currency is other than the U.S. dollar are translated to U.S. dollars using period-end rates of exchange for assets and liabilities and monthly average rates for revenues and expenses. Cumulative translation gains and losses are included as a component of shareholders' equity in accumulated other comprehensive loss. Gains and losses arising from transactions denominated in currencies other than a subsidiary's functional currency are reported in other income (expense), net in the consolidated statement of income.

Revenue Recognition

Revenues are recognized when all of the following criteria are met:

 

   

evidence of an arrangement exists between the Company and the customer;

 

   

delivery has occurred and title and risk of loss transfer to the customer;

 

   

the price of the product is fixed or determinable; and

 

   

collectibility of the receivable is reasonably assured.

For sales of most hardware peripherals products and hardware bundled with software incidental to its functionality, these criteria are met at the time delivery has occurred and title and risk of loss have transferred to the customer.

For multiple-deliverable revenue arrangements that include both undelivered software elements and hardware with software essential its functionality, the Company began using the following hierarchy as of April 1, 2010 to determine the relative selling price for allocating revenue to the deliverables: (i) VSOE (vendor specific objective evidence) of fair value, if available; (ii) TPE (third party evidence), if VSOE is not available; or (iii) ESP (estimated selling price), if neither VSOE or TPE is available. Management judgment must be used to determine the appropriate deliverables and associated relative selling prices. The Company has identified Logitech Revue and the LifeSize video conferencing products as products sold with software components that qualify as multiple-deliverable revenue arrangements.

The sale of Logitech Revue consists of three deliverables: hardware with essential software delivered at the time of sale, standalone hardware, and unspecified upgrades to the essential software delivered on a when-and-if-available basis. The relative selling price of the hardware with essential software is based on ESP, using the cost-plus margin method. The relative selling price of the standalone hardware is based on VSOE from sales of the product on a standalone basis. As future unspecified upgrades to the essential software are not sold on a standalone basis by Logitech or its competitors, the ESP for future upgrades is estimated as a percentage of the total market price for similar software products sold by third parties which include upgrade rights. Amounts allocated to the delivered hardware and essential software are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the future unspecified software upgrade rights are deferred and recognized ratably over the estimated 24-month life of the hardware.

LifeSize products include the following deliverables:

 

   

Hardware with software essential to the functionality of the hardware device delivered at time of sale;

 

   

Non-essential software;

 

   

Maintenance for hardware with essential software, including future, when-and-if available unspecified upgrades;

 

   

Maintenance for non-essential software, including future, when-and-if available unspecified upgrades;

 

   

Other services including training and installation.

The relative selling price for LifeSize hardware with essential software and non-essential software is based on ESP, as VSOE and TPE cannot be established due to variable price discounting. Key factors considered in developing ESP are historical selling prices of the product, pricing of substantially similar products, and other market conditions. LifeSize sells maintenance for non-essential software, maintenance for hardware with essential software, and other services on a standalone basis, and therefore has established VSOE for those deliverables. Amounts allocated to the delivered hardware with essential software and non-essential software are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to maintenance are deferred and recognized ratably over the maintenance period. Amounts allocated to other services are deferred and recognized upon completion of services. Prior to adopting the selling price hierarchy on April 1, 2010, LifeSize had established VSOE for all undelivered elements, which continued to be used as the relative selling price.

Separately priced maintenance contracts and extended service revenue on other Logitech hardware and software products are recognized ratably over the service period.

Revenues from sales to distributors and authorized resellers are recognized net of estimated product returns and expected payments for cooperative marketing arrangements, customer incentive programs and pricing programs. The estimated cost of these programs is accrued in the period the Company sells the product or commits to the program as a reduction of revenue or as an operating expense, if we receive a separately identifiable benefit from the customer and can reasonably estimate the fair value of that benefit. Significant management judgment and estimates must be used to determine the cost of these programs in any accounting period.

The Company grants limited rights to return product. Return rights vary by customer, and range from just the right to return defective product to stock rotation rights limited to a percentage approved by management. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer and by product, inventories owned by and located at distributors and retailers, current customer demand, current operating conditions, and other relevant customer and product information. Return trends are influenced by product life cycle status, new product introductions, market acceptance of products, sales levels, product sell-through, the type of customer, seasonality, product quality issues, competitive pressures, operational policies and procedures, and other factors. Return rates can fluctuate over time, but are sufficiently predictable to allow us to estimate expected future product returns.

The Company enters into customer marketing programs with many of our distribution and retail customers, and with certain indirect partners, allowing customers to receive a credit equal to a set percentage of their purchases of the Company's products, or a fixed dollar credit for various marketing programs. The objective of these programs is to encourage advertising and promotional events to increase sales of our products. Accruals for these marketing programs are recorded at the time of sale, or time of commitment, based on negotiated terms, historical experience and inventory levels in the channel.

 

Customer incentive programs include performance-based incentives and consumer rebates. The Company offers performance-based incentives to its distribution customers, retail customers and indirect partners based on pre-determined performance criteria. Allowances for performance-based incentives are recognized as a reduction of the sale price at the time of sale. Estimates of required allowances are determined based on negotiated terms, consideration of historical experience, anticipated volume of future purchases, and inventory levels in the channel. Consumer rebates are offered from time to time at the Company's discretion for the primary benefit of end-users. Estimated costs of consumer rebates and similar incentives are recorded at the time the incentive is offered, based on the specific terms and conditions. Certain incentive programs, including consumer rebates, require management to estimate the number of customers who will actually redeem the incentive based on historical experience and the specific terms and conditions of particular programs.

The Company has agreements with certain of its customers that contain terms allowing price protection credits to be issued in the event of a subsequent price reduction. At management's discretion, the Company also offers special pricing discounts to certain customers. Special pricing discounts are usually offered only for limited time periods or for sales of selected products to specific indirect partners. Management's decision to make price reductions is influenced by product life cycle stage, market acceptance of products, the competitive environment, new product introductions and other factors. Estimates of expected future pricing actions are recognized at the time of sale based on analyses of historical pricing actions by customer and by products, inventories owned by and located at distributors and retailers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle.

The Company regularly evaluates the adequacy of the accruals for product returns, cooperative marketing arrangements, customer incentive programs and pricing programs. Future market conditions and product transitions may require the Company to take action to increase such programs. In addition, when the variables used to estimate these costs change, or if actual costs differ significantly from the estimates, the Company would be required to record incremental reductions to revenue or increase operating expenses. If, at any future time, the Company becomes unable to reasonably estimate these costs, recognition of revenue might be deferred until products are sold to end-users, which would adversely impact revenue in the period of transition.

The Company's shipping and handling costs are included in cost of sales in the accompanying Consolidated Statements of Income for all periods presented.

Research and Development Costs

Costs related to research, design and development of products, which consist primarily of personnel, product design and infrastructure expenses, are charged to research and development expense as they are incurred.

Advertising Costs

Advertising costs are expensed as incurred and amounted to $184.8 million, $118.1 million and $161.5 million in fiscal years 2011, 2010 and 2009. Advertising costs are recorded as either a marketing and selling expense or a deduction from revenue. Advertising costs reimbursed by the Company to a customer must have an identifiable benefit and an estimable fair value in order to be classified as an operating expense. If these criteria are not met, the cost is classified as a reduction of revenue.

Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with various financial institutions to limit exposure with any one financial institution, but is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with individual financial institutions are in excess of amounts that are insured.

The Company sells to large OEMs, distributors and key retailers and, as a result, maintains individually significant receivable balances with such customers. As of March 31, 2011 and 2010, one customer represented 13% and 14% of total accounts receivable. Typical payment terms require customers to pay for product sales generally within 30 to 60 days; however terms may vary by customer type, by country and by selling season. Extended payment terms are sometimes offered to a limited number of customers during the second and third fiscal quarters. The Company does not modify payment terms on existing receivables.

The Company's OEM customers tend to be well-capitalized, multi-national companies, while distributors and key retailers may be less well-capitalized. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers' financial condition. The Company generally does not require collateral from its customers.

Allowances for Doubtful Accounts

Allowances for doubtful accounts are maintained for estimated losses resulting from the inability of the Company's customers to make required payments. The allowances are based on the Company's regular assessment of the credit worthiness and financial condition of specific customers, as well as its historical experience with bad debts and customer deductions, receivables aging, current economic trends, geographic or country-specific risks and the financial condition of its distribution channels.

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on a first-in, first-out basis. The Company records write-downs of inventories which are obsolete or in excess of anticipated demand or market value based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical sales, and assumptions about future demand and market conditions.

Investments

The Company's investment securities portfolio consists of bank time deposits, marketable securities related to a management deferred compensation plan, and auction rate securities collateralized by residential and commercial mortgages.

The bank time deposits are classified as cash equivalents, and are recorded at cost, which approximates fair value.

The marketable securities are classified as non-current trading investments, and are recorded at fair value based on quoted market prices. Earnings, gains and losses on trading investments are included in other income (expense), net.

The auction rate securities are classified as non-current available-for-sale assets, and are recorded at estimated fair value. Declines in fair value of the auction rate securities are deemed other-than-temporary and are included in other income (expense), net. Increases in fair value are deemed temporary and are included in accumulated other comprehensive income (loss).

 

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Additions and improvements are capitalized, and maintenance and repairs are expensed as incurred. The Company capitalizes the cost of software developed for internal use in connection with major projects. Costs incurred during the feasibility stage are expensed, whereas costs incurred during the application development stage are capitalized.

Depreciation is provided using the straight-line method. Plant and buildings are depreciated over estimated useful lives from ten to twenty-five years, equipment over useful lives from three to five years, software development over useful lives of three to five years and leasehold improvements over the life of the lease, generally not exceeding five years. Beginning in fiscal year 2011, tooling is depreciated using the straight-line method over the forecasted life of the tool, not to exceed one year from the time it is placed into production. Prior to fiscal year 2011, depreciation for tooling was calculated based on the forecasted production volume and adjusted quarterly based on actual production.

When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are relieved from the accounts and the net gain or loss is included in the determination of net income.

Goodwill and Other Intangible Assets

The Company's intangible assets principally include goodwill, acquired technology, trademarks, customer contracts and customer relationships, and other. Intangible assets with finite lives, which include acquired technology, trademarks, customer contracts and customer relationships, and other, are recorded at cost and amortized using the straight-line method over their useful lives ranging from one year to ten years. Intangible assets with indefinite lives, which include goodwill, are recorded at cost and evaluated at least annually for impairment.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as investments, property and equipment, and intangible assets, for impairment whenever events indicate that the carrying amounts might not be recoverable. Recoverability of investments, property and equipment, and other intangible assets is measured by comparing the projected undiscounted net cash flows associated with those assets to their carrying values. If an asset is considered impaired, it is written down to fair value, which is determined based on the asset's projected discounted cash flows or appraised value, depending on the nature of the asset.

Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired, and a second test is performed to measure the amount of the impairment loss.

Income Taxes

The Company provides for income taxes using the liability method, which requires that deferred tax assets and liabilities be recognized for the expected future tax consequences of temporary differences resulting from differing treatment of items for tax and accounting purposes. In estimating future tax consequences, expected future events are taken into consideration, with the exception of potential tax law or tax rate changes.

The Company's assessment of uncertain tax positions requires that management make estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company's estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on the Company's income tax provision and its results of operations.

Fair Value of Financial Instruments

The carrying value of certain of the Company's financial instruments, including cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The Company's trading investments are reported at fair value based on quoted market prices, and available-for-sale securities are reported at estimated fair value.

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted average outstanding shares. Diluted net income per share is computed using the weighted average outstanding shares and dilutive share equivalents. Dilutive share equivalents consist of share-based compensation awards, including stock options and restricted stock.

The dilutive effect of in-the-money share-based compensation awards is calculated based on the average share price for each fiscal period using the treasury stock method, which assumes that the amount used to repurchase shares includes the amount the employee must pay for exercising share-based awards, the amount of compensation cost not yet recognized for future service, and the amount of tax impact that would be recorded in additional paid-in capital when the award becomes deductible.

Share-Based Compensation Expense

Share-based compensation expense includes compensation expense, reduced for estimated forfeitures, for share-based compensation awards granted after April 1, 2006 based on the grant-date fair value. The grant date fair value for stock options and stock purchase rights is estimated using the Black-Scholes-Merton option-pricing valuation model. The grant date fair value of RSUs (restricted stock units) which vest upon meeting certain market conditions is estimated using the Monte-Carlo simulation method. The grant date fair value of time-based RSUs is calculated based on the share market price on the date of grant. For stock options and restricted stock assumed by Logitech when LifeSize was acquired, the grant date used to estimate fair value is deemed to be December 11, 2009, the date of acquisition. Compensation expense for awards granted or assumed after April 1, 2006 is recognized on a straight-line basis over the service period of the award, which is generally the vesting term of four years (single-option approach) for stock options and one to four years for RSUs.

For share-based compensation awards granted prior to but not yet vested as of April 1, 2006, share-based compensation expense is based on the grant-date fair value estimated using the Black-Scholes-Merton option-pricing valuation model reduced for estimated forfeitures. Compensation expense for these awards is recognized on a straight-line basis over the service period for each separately vesting portion of the award (multiple-option approach).

Tax benefits resulting from the exercise of stock options are classified as cash flows from financing activities in the consolidated statement of cash flows. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to share-based compensation costs for such options.

The Company will recognize a benefit from share-based compensation in paid-in capital only if an incremental tax benefit is realized after all other available tax attributes have been utilized. For income tax footnote disclosure, the Company has elected to offset deferred tax assets against the valuation allowance related to the net operating loss and tax credit carryforwards from accumulated tax benefits. The Company will recognize these tax benefits in paid-in capital when the deduction reduces cash taxes payable. In addition, the Company has elected to account for the indirect benefits of share-based compensation on the research tax credit through the income statement (continuing operations) rather than through paid-in capital.

Comprehensive Income

Comprehensive income is defined as the total change in shareholders' equity during the period other than from transactions with shareholders. Comprehensive income consists of net income and other comprehensive income, a component of shareholders' equity. Other comprehensive income is comprised of foreign currency translation adjustments from those entities not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable equity securities, net deferred gains and losses and prior service costs for defined benefit pension plans, and net deferred gains and losses on hedging activity.

Treasury Shares

The Company periodically repurchases shares in the market at fair value. Treasury shares repurchased are recorded at cost, as a reduction of total shareholders' equity. Treasury shares held are reissued to satisfy the exercise of employee stock options and purchase rights, and the vesting of restricted stock units.

Derivative Financial Instruments

The Company enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on certain foreign currency receivables or payables and to hedge against exposure to changes in foreign currency exchange rates related to its subsidiaries' forecasted inventory purchases. These forward contracts generally mature within one to three months. The Company may also enter into foreign exchange swap contracts to extend the terms of its foreign exchange forward contracts.

Gains and losses in the fair value of the effective portion of our forward contracts related to forecasted inventory purchases are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. Gains or losses in fair value on forward contracts which offset translation losses or gains on foreign currency receivables or payables are recognized in earnings monthly and are included in other income (expense), net.

Recent Accounting Pronouncements

In December 2010, the FASB (Financial Accounting Standards Board) issued ASU 2010-28, Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. For reporting units with zero or negative carrying amounts, if it is more likely than not that a goodwill impairment exists, ASU 2010-28 requires performance of an additional test to determine whether goodwill has been impaired and to calculate the amount of impairment. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years beginning after December 15, 2010. Logitech will adopt ASU 2009-28 in the first quarter of fiscal year 2012. The impact of adopting ASU 2010-28 will not be known until the Company performs its evaluations of goodwill impairment.

In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. ASU 2010-29 specifies that, for material business combinations when comparative financial statements are presented, revenue and earnings of the combined entity should be disclosed as though the business combination had occurred as of the beginning of the comparable prior annual reporting period. ASU 2010-09 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-09 is effective prospectively for business combinations with an acquisition date on or after the beginning of the first annual reporting period after December 15, 2010. We will adopt this guidance for acquisitions beginning in fiscal year 2012.

Net Income per Share
Net Income per Share

Note 3 — Net Income per Share

The computations of basic and diluted net income per share for the Company were as follows (in thousands except per share amounts):

 

     Year ended March 31,  
     2011      2010      2009  

Net income — basic and diluted

   $ 128,460       $ 64,957       $ 107,032   
                          

Weighted average shares — basic

     176,928         177,279         178,811   

Effect of dilutive stock options

     1,862         2,061         4,100   
                          

Weighted average shares — diluted

     178,790         179,340         182,911   
                          

Net income per share — basic

   $ 0.73       $ 0.37       $ 0.60   
                          

Net income per share — diluted

   $ 0.72       $ 0.36       $ 0.59   
                          

Employee equity share options, non-vested shares and similar share-based compensation awards granted by the Company are treated as potential shares in computing diluted net income per share. Diluted shares outstanding include the dilutive effect of in-the-money share-based awards which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising share-based awards, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax impact that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.

During fiscal years 2011, 2010 and 2009, 13,705,406, 15,186,997 and 10,567,217 share equivalents attributable to outstanding stock options and RSUs were excluded from the calculation of diluted net income per share because the combined exercise price, average unamortized fair value and assumed tax benefits upon exercise of these options and RSUs were greater than the average market price of the Company's shares, and therefore their inclusion would have been anti-dilutive.

The following table illustrates the dilution effect of share-based awards granted, assumed and exercised (in thousands):

 

     Year ended March 31  
     2011     2010     2009  

Basic weighted average shares outstanding as of March 31

     176,928        177,279        178,811   

Stock options and RSUs granted

     2,431        3,902        4,239   

Stock options and restricted stock assumed in LifeSize acquisition

     —          1,078        —     

Stock options and RSUs canceled, forfeited, or expired

     (1,411     (1,440     (1,163
                        

Net awards granted and assumed

     1,020        3,540        3,076   

Grant dilution (1)

     0.6     2.0     1.7

Stock options exercised and RSUs vested

     2,889        1,980        2,037   

Exercise dilution (2)

     1.6     1.1     1.1

(1)

The percentage of grant dilution is computed based on net awards granted and assumed as a percentage of basic weighted average shares outstanding.

(2)

The percentage of exercise dilution is computed based on options exercised as a percentage of basic weighted average shares outstanding.

Fair Value Measurements
Fair Value Measurements

Note 4 — Fair Value Measurements

The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:

 

   

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

   

Level 2 — Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

   

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following table presents the Company's financial assets and liabilities that were accounted for at fair value as of March 31, 2011 and 2010, classified by the level within the fair value hierarchy (in thousands):

 

     March 31, 2011      March 31, 2010  
     Level 1      Level 2      Level 3      Level 1      Level 2      Level 3  

Cash and cash equivalents

   $ 477,931       $ —         $ —         $ 319,944       $ —         $ —     

Trading investments

     13,113         —           —           —           —           —     

Available-for-sale securities

     —           —           1,695         —           —           994   

Foreign exchange derivative assets

     566         —           —           599         —           —     
                                                     

Total assets at fair value

   $ 491,610       $ —         $ 1,695       $ 320,543       $ —         $ 994   
                                                     

Foreign exchange derivative liabilities

   $ 1,881       $ —         $ —         $ 366       $ —         $ —     
                                                     

Total liabilities at fair value

   $ 1,881       $ —         $ —         $ 366       $ —         $ —     
                                                     

Notes 5 and 14 describe the valuation techniques and inputs used to determine fair value.

Cash and Cash Equivalents and Investment Securities
Cash and Cash Equivalents and Investment Securities

Note 5 — Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents consist of bank demand deposits and time deposits. The time deposits have original terms of less than 32 days. Cash and cash equivalents are carried at cost, which approximates fair value.

The Company's investment securities consist of marketable securities related to a management deferred compensation plan and auction rate securities collateralized by residential and commercial mortgages.

The marketable securities are classified as non-current trading investments and do not have maturity dates. Since participants in the management deferred compensation plan may select the mutual funds in which their compensation deferrals are invested, and may actively trade funds within the confines of the Rabbi Trust which holds the marketable securities, the Company has designated these marketable securities as trading investments. Management has classified the investments as non-current assets because final sale of the investments or realization of proceeds by plan participants is not expected within the Company's normal operating cycle of one year. The marketable securities are recorded at a fair value of $13.1 million as of March 31, 2011, based on quoted market prices. Quoted market prices are observable inputs that are classified as Level 1 within the fair value hierarchy. Earnings, gains and losses on trading investments are included in other income (expense), net.

The auction rate securities are classified as non-current available-for-sale securities. These securities are collateralized by residential and commercial mortgages, and are second-priority senior secured floating rate notes with maturity dates in excess of 10 years. Interest rates on these notes were intended to reset through an auction every 28 days, however auctions for these securities have failed since August 2007. Four of the securities with par value of $32.2 million and estimated fair value of $0.9 million have experienced events of default, and two of these four securities have declared acceleration. The auction rate securities are currently rated below investment grade. The Company does not expect to realize the proceeds, if any, from these securities until a future auction of these securities is successful or a buyer is found outside of the auction process. The auction rate securities are reported at estimated fair value at March 31, 2011 and 2010 of $1.7 million and $1.0 million. The estimated fair value was determined by estimating future cash flows through time according to each security's terms, including periodic consideration of overcollateralization and interest coverage tests, and incorporating estimates of default rate, loss severity, prepayment, and delinquency assumptions when available, for the underlying assets in the securities based on representative indices and various research reports. The estimated coupon and principal payments are discounted at the rate of return required by investors, based on the characteristics of each security as calculated from the indices. The par value of the auction rate securities at March 31, 2011 and 2010 was $47.5 million. Declines in fair value of the auction rate securities are deemed other-than-temporary and are included in other income (expense), net. Increases in fair value are deemed not-other-than-temporary and are included in accumulated other comprehensive income (loss).

The following table presents the changes in fair value of the Company's auction rate securities during fiscal years 2011 and 2010:

 

     March 31,  
     2011     2010  

Auction rate securities, beginning balance

   $ 994      $ 1,637   

Unrealized gain

     744        —     

Unrealized loss

     (43     (643
                

Auction rate securities, ending balance

   $ 1,695      $ 994   
                
Acquisitions and Divestitures
Acquisitions and Divestitures

Note 6 — Acquisitions and Divestitures

Paradial

On July 6, 2010, Logitech acquired substantially all of the assets and employees of Paradial AS, a Norwegian company providing firewall and NAT (network address translation) traversal solutions for video communications. The acquisition will allow the Company to closely integrate firewall and NAT traversal across its video communications product portfolio, enabling end-to-end HD video calling over highly protected networks. The acquisition has been treated as an acquisition of a business and has been accounted for using the purchase method of accounting. The total consideration paid of $7.3 million was allocated based on estimated fair values to $7.0 million of identifiable intangible assets and $0.1 million of assumed liabilities, with the remaining balance allocated to goodwill. The intangible assets acquired are amortized on a straight-line basis over their estimated useful lives of five years. The goodwill associated with the acquisition is not subject to amortization and is not expected to be deductible for income tax purposes.

LifeSize

On December 11, 2009, pursuant to a merger agreement signed November 10, 2009, Logitech acquired LifeSize Communications, Inc., an Austin, Texas-based privately-held company specializing in high definition video communication products and services. Logitech expects the acquisition to drive growth in video communication for the enterprise and small-to-medium business markets by leveraging the two companies' technology expertise, including camera design, firewall traversal, video compression and bandwidth management.

 

The total consideration paid to acquire LifeSize was $382.8 million, not including cash acquired of $3.7 million. In addition, Logitech incurred $6.6 million in transaction costs, which are included in operating expenses. Logitech paid $382.3 million in cash to the holders of all outstanding shares of LifeSize capital stock, all vested options issued by LifeSize, and all outstanding warrants to purchase LifeSize stock. As part of the acquisition, Logitech assumed all outstanding unvested LifeSize stock options and unvested restricted stock held by continuing LifeSize employees at December 11, 2009. The assumed options are exercisable for a total of approximately 1.0 million Logitech shares and the assumed restricted stock was exchanged for 0.1 million Logitech shares. The stock options and restricted stock continue to have the same terms and conditions as under LifeSize's option plan. The fair value attributable to precombination employee services for the stock options assumed, which is part of the consideration paid to acquire LifeSize, was $0.5 million. The weighted average fair value of $12.07 per share for the stock options assumed was determined using a Black-Scholes-Merton option-pricing valuation model with the following weighted-average assumptions: expected term of 2.0 years, expected volatility of 57%, and risk-free interest rate of 0.7%.

The total cash consideration paid of $382.3 million included $37.0 million deposited into an escrow account as security for indemnification claims under the merger agreement and $0.5 million deposited in a stockholder representative expense fund. The escrow trustee disbursed 50% of the escrow fund to the former holders of LifeSize capital stock, vested options and warrants in December 2010, and the remaining fifty percent will be disbursed in June 2011, subject to indemnification claims.

In connection with the merger, Logitech also agreed to establish a cash and stock option retention and incentive plan for certain LifeSize employees, linked to the achievement of LifeSize performance targets. The duration of the plan's performance period is two years, from January 1, 2010 to December 31, 2011. The total available cash incentive is $9.0 million over the two year performance period. As of March 31, 2011, approximately $5.6 million has been accrued for this cash incentive. In December 2009, options to purchase 850,000 Logitech shares were issued in connection with the retention and incentive plan.

The acquisition has been accounted for using the purchase method of accounting. Accordingly, the total consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Fair values were determined by Logitech management based on information available at the date of acquisition.

The allocation of total consideration to the assets acquired and liabilities assumed based on the estimated fair value of LifeSize was as follows (in thousands):

 

     December 11, 2009    

Estimated Life

Tangible assets acquired

   $ 33,635     

Deferred tax asset, net

     8,828     

Intangible assets acquired

    

Existing technology

     30,000      4 years

Patents and core technology

     4,500      3 years

Trademark/trade name

     7,600      5 years

Customer relationships and other

     31,500      5 years

Goodwill

     307,241     
          
     423,304     

Liabilities assumed

     (26,985  

Debt assumed

     (13,505  
          

Total consideration

   $ 382,814     
          

The deferred tax asset primarily relates to the tax benefit of a net operating loss carryforward, net of the deferred tax liability related to intangible assets. The existing technology of LifeSize relates to the platform technology used in LifeSize's high-definition video conferencing systems. The value of the technology was determined based on the present value of estimated expected cash flows attributable to the technology, assuming the highest and best use by a market participant. The patents and core technology represent awarded patents, filed patent applications and core architectures, trade secrets or processes used in LifeSize's current and planned future products. Trademark/trade name relates to the LifeSize brand names. The value of the patents, core technology and trademark/trade name was estimated by capitalizing the estimated profits saved as a result of acquiring or licensing the asset. Customer relationships and other relates to the ability to sell existing, in-process, and future versions of the technology and services to LifeSize's existing customer base, valued based on projected discounted cash flows generated from customers in place. The intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The goodwill associated with the acquisition is primarily attributable to the opportunities and economies of scale from combining the operations and technologies of Logitech and LifeSize. This goodwill is not subject to amortization and is not expected to be deductible for income tax purposes. The debt that Logitech assumed as part of the acquisition was repaid in full on December 18, 2009.

Unaudited pro forma financial information

The unaudited pro forma financial information in the table below summarizes the combined results of operations of Logitech and LifeSize during the fiscal years ended March 31, 2010 and 2009 as though the acquisition took place as of the beginning of each fiscal year. The pro forma financial information also includes certain adjustments such as amortization expense from acquired intangible assets, share-based compensation expense related to unvested stock options and restricted stock assumed, depreciation adjustments from alignment of the companies' policies related to property, plant and equipment, interest expense related to debt assumed, expense related to retention bonuses, pre-acquisition transaction costs, and the income tax impact of the pro forma adjustments. The pro forma financial information presented below (in thousands except per share amounts) is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented.

 

     2010      2009  
     (Unaudited)  

Net sales

   $ 2,023       $ 2,282   

Net income

   $ 44       $ 82   

Net income per share — basic

   $ 0.25       $ 0.46   

Net income per share — diluted

   $ 0.25       $ 0.45   

TV Compass

On November 27, 2009, Logitech acquired certain assets from TV Compass, Inc., a Chicago, Illinois-based company providing video software and services for the Web and mobile devices. The acquisition has been treated as an acquisition of a business and has been accounted for using the purchase method of accounting. The total consideration paid of $10.0 million was allocated based on estimated fair values to $4.2 million of identifiable intangible assets, with the balance allocated to goodwill. Fair values were determined by Company management based on information available at the date of acquisition. The intangible assets acquired are amortized on a straight-line basis over their estimated useful lives of 6 years. The goodwill results from expected incremental revenue from the use of the acquired technology in enhancing our products. The goodwill is not subject to amortization and is not expected to be deductible for income tax purposes. In addition, Logitech incurred $0.3 million in transaction costs, which are included in operating expenses.

SightSpeed

In October 2008, the Company acquired SightSpeed Inc., a privately held company providing high-quality Internet video communications services. The acquisition of SightSpeed provided Logitech with video calling technology and a software and services development team that is focused on future video calling initiatives to enable cross-platform video communications.

 

Total consideration paid was $30.9 million, which includes $0.8 million in transaction costs. Under the terms of the purchase agreement, the Company acquired all of the outstanding shares of SightSpeed.

The acquisition has been accounted for using the purchase method of accounting. Accordingly, the total consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Fair values were determined by Company management based on information available at the date of acquisition. The results of operations of SightSpeed were included in Logitech's consolidated financial statements from the date of acquisition, and were not material to the Company's reported results.

The allocation of total consideration, including transaction costs, to the assets acquired and liabilities assumed based on the estimated fair value of SightSpeed was as follows (in thousands):

 

     November 3, 2008    

Estimated Life

Tangible assets acquired

   $ 370     

Deferred tax asset, net

     6,622     

Intangible assets acquired

    

Existing technology

     800      5 years

Patents and core technology

     2,700      5 years

Trademark/trade name

     200      2 years

Customer relationships and other

     1,200      4.9 years

In-process research and development

     1,000     

Goodwill

     18,751     
          
     31,643     

Liabilities assumed

     (756  
          

Total consideration

   $ 30,887     
          

The deferred tax asset relates to the tax benefit of a net operating loss carryforward, net of the deferred tax liability related to intangible assets. The existing technology of SightSpeed relates to internet video communications services that allow users to make video calls, computer-to-computer voice calls, and calls to regular telephones with free and prepaid versions. In-process research and development had not reached technological feasibility at the time of the acquisition and had no further alternative uses, and was expensed immediately to research and development expense upon consummation of the acquisition. The value of the technology was determined based on the present value of estimated expected cash flows attributable to the technology. The patents and core technology represent awarded patents, filed patent applications and core architectures used in SightSpeed's current and planned future products. Trademark/trade name relates to the SightSpeed brand names. The value of the patents, core technology and trademark/trade name was estimated by capitalizing the estimated profits saved as a result of acquiring or licensing the asset. Customer relationships and other relates to the ability to sell existing, in-process, and future versions of the technology to SightSpeed's existing customer base, valued based on projected discounted cash flows generated from customers in place. The intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The goodwill associated with the acquisition is not subject to amortization and is not expected to be deductible for income tax purposes.

Ultimate Ears

In August 2008, the Company acquired the Ultimate Ears companies, a privately held group of companies offering a range of earphones for portable-music enthusiasts as well as a line of custom-fit in-ear monitors for music professionals. The acquisition is part of the Company's strategy to expand its portfolio of digital audio products, providing more options for portable music listening.

 

Total consideration paid was $34.5 million, which includes $0.7 million in transaction costs. Under the terms of the purchase agreement, the Company acquired all of the outstanding equity interests of Ultimate Ears for $33.8 million, including a $6.9 million holdback provision relating to potential indemnification claims, of which $6.1 million has been disbursed and $0.8 million is recorded as a liability as of March 31, 2011. The holdback provision has been included as part of the purchase price allocation below.

The acquisition has been accounted for using the purchase method of accounting. Accordingly, the total consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Fair values were determined by Company management based on information available at the date of acquisition. The results of operations of Ultimate Ears were included in Logitech's consolidated financial statements from the date of acquisition, and were not material to the Company's reported results.

The allocation of total consideration, including transaction costs, to the assets acquired and liabilities assumed based on the estimated fair value of Ultimate Ears was as follows (in thousands):

 

     August 19, 2008    

Estimated Life

Tangible assets acquired

   $ 4,132     

Intangible assets acquired

    

Existing technology

     5,900      4 years

Patents and core technology

     1,900      4 years

Trademark/trade name

     2,900      5 years

Customer relationships and other

     2,500      5 years

Goodwill

     25,254     
          
     42,586     

Liabilities assumed

     (2,845  

Deferred tax liability, net

     (5,235  
          

Total consideration

   $ 34,506     
          

The existing technology of Ultimate Ears relates to the technical components used in the in-ear monitors and earplugs. The value of the technology was determined based on the present value of estimated expected cash flows attributable to the technology. The patents and core technology represent awarded patents, filed patent applications and core architectures used in Ultimate Ears' current and planned future products. Trademark/trade name relates to the Ultimate Ears brand names. The value of the patents, core technology and trademark/trade name was estimated by capitalizing the estimated profits saved as a result of acquiring or licensing the asset. Customer relationships and other relates to Ultimate Ears' existing customer base, valued based on projected discounted cash flows generated from customers in place. The intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The goodwill associated with the acquisition is not subject to amortization and is not expected to be deductible for income tax purposes. The deferred tax liability relates to the acquired intangible assets which are also not expected to be deductible for income tax purposes.

3Dconnexion

On March 31, 2011, the Company sold its equity interest in certain 3Dconnexion subsidiaries, the provider of the Company's 3D controllers, and its intellectual property rights related to the manufacture and sale of certain 3Dconnexion products, to a group of third party individuals and certain 3Dconnexion employees. The sale price was $9.1 million, not including cash retained. Under the sale agreement, the Company will continue to manufacture 3Dconnexion products and sell to the buyers for a period of three years. The loss resulting from the sale was not material.

Balance Sheet Components
Balance Sheet Components

Note 7 — Balance Sheet Components

The following provides the components of certain balance sheet asset amounts as of March 31, 2011 and 2010 (in thousands):

 

     March 31,  
     2011     2010  

Accounts receivable:

    

Accounts receivable

   $ 435,331      $ 349,722   

Allowance for doubtful accounts

     (4,086     (5,870

Allowance for returns

     (29,666     (23,657

Cooperative marketing arrangements

     (28,669     (17,527

Customer incentive programs

     (52,358     (44,306

Pricing programs

     (62,258     (63,115
                
   $ 258,294      $ 195,247   
                

Inventories:

    

Raw materials

   $ 37,126      $ 31,630   

Work-in-process

     3        86   

Finished goods

     243,685        187,877   
                
   $ 280,814      $ 219,593   
                

Other current assets:

    

Tax and VAT refund receivables

   $ 17,810      $ 20,305   

Deferred taxes

     27,018        27,064   

Prepaid expenses and other

     14,519        11,508   
                
   $ 59,347      $ 58,877   
                

Property, plant and equipment:

    

Plant, buildings and improvements

   $ 52,681      $ 58,629   

Equipment

     137,248        112,454   

Computer equipment

     60,344        53,576   

Computer software

     85,338        78,156   
                
     335,611        302,815   

Less: accumulated depreciation

     (260,283     (224,485
                
     75,328        78,330   

Construction-in-progress

     5,974        9,751   

Land

     2,858        3,148   
                
   $ 84,160      $ 91,229   
                

Other assets:

    

Deferred taxes

   $ 55,897      $ 45,257   

Trading investments

     13,113        —     

Cash surrender value of life insurance contracts

     —          11,097   

Deposits and other

     10,200        9,576   
                
   $ 79,210      $ 65,930   
                

 

The following provides the components of certain balance sheet liability amounts as of March 31, 2011 and 2010 (in thousands):

 

     March 31,  
     2011      2010  

Accrued liabilities:

     

Accrued personnel expenses

   $ 50,552       $ 51,378   

Accrued marketing expenses

     32,599         28,052   

Deferred revenue

     15,859         16,683   

Accrued freight and duty

     12,497         12,696   

Accrued royalties

     5,144         4,402   

Warranty accrual

     4,970         3,002   

Non-retirement post-employment benefit obligations

     3,563         2,761   

Income taxes payable — current

     2,569         8,875   

Accrued restructuring

     —           399   

Other accrued liabilities

     44,807         54,088   
                 
   $ 172,560       $ 182,336   
                 

Long-term liabilities:

     

Income taxes payable — non-current

   $ 131,968       $ 116,456   

Obligation for management deferred compensation

     13,076         10,307   

Defined benefit pension plan liability

     26,645         19,343   

Other long-term liabilities

     14,146         13,566   
                 
   $ 185,835       $ 159,672   
                 

The following table presents the changes in the allowance for doubtful accounts during fiscal years ended March 31, 2011, 2010 and 2009 (in thousands):

 

     March 31,  
     2011     2010     2009  

Allowance for doubtful accounts, beginning balance

   $ 5,870      $ 6,705      $ 2,497   

Bad debt expense

     663        (72     5,102   

Write-offs net of recoveries

     (2,447     (763     (894
                        

Allowance for doubtful accounts, ending balance

   $ 4,086      $ 5,870      $ 6,705   
                        
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

Note 8 — Goodwill and Other Intangible Assets

The following table summarizes the activity in the Company's goodwill account during fiscal years ended March 31, 2011 and 2010 (in thousands):

 

     March 31,  
     2011     2010  

Goodwill, beginning balance

   $ 553,462      $ 242,909   

Additions

     332        313,041   

Sale of business

     (6,610     —     

Other adjustments

     —          (2,488
                

Goodwill, ending balance

   $ 547,184      $ 553,462   
                

Additions to goodwill during fiscal year 2011 related to our acquisition of Paradial. Additions to goodwill during fiscal year 2010 primarily related to our acquisitions of LifeSize and TV Compass. The divestiture relates to goodwill associated with the 3Dconnexion entities which were sold on March 31, 2011. The adjustment to goodwill in fiscal year 2010 represents an adjustment of the deferred tax asset recognized in connection with the acquisitions of SightSpeed, Inc. and the Ultimate Ears companies.

Logitech maintains discrete financial information for LifeSize and accordingly, the acquired goodwill related to the LifeSize acquisition is separately evaluated for impairment at the entity level. The Company has fully integrated the Paradial business into LifeSize, and discrete financial information for Paradial is not maintained. Accordingly, the acquired goodwill related to Paradial is evaluated for impairment at the LifeSize entity level.

The Company has fully integrated the TV Compass business into the Company's other operations, and discrete financial information for TV Compass is not maintained. Accordingly, the acquired goodwill related to TV Compass is evaluated for impairment at the total enterprise level.

The Company performs its annual goodwill impairment analyses of our operating segments during its fourth fiscal quarter or more frequently if events or circumstances indicate that an impairment may have occurred. Based on the impairment analyses performed, the fair value of each of our operating segments exceeded the carrying value of the segment by more than 50% of the carrying value.

The Company's acquired other intangible assets subject to amortization were as follows (in thousands):

 

     March 31, 2011      March 31, 2010  
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
 

Trademark/tradename

   $ 31,907       $ (23,290   $ 8,617       $ 32,051       $ (20,421   $ 11,630   

Technology

     88,068         (45,686     42,382         87,968         (36,033     51,935   

Customer contracts

     38,537         (14,920     23,617         38,517         (6,686     31,831   
                                                   
   $ 158,512       $ (83,896   $ 74,616       $ 158,536       $ (63,140   $ 95,396   
                                                   

During fiscal year 2011, changes in the gross carrying value of other intangible assets related primarily to our acquisition of Paradial. During fiscal year 2010, changes in the gross carrying value of other intangible assets related primarily to our acquisitions of LifeSize and TV Compass.

For fiscal years 2011, 2010 and 2009, amortization expense for other intangible assets was $27.8 million, $14.5 million and $8.2 million. The Company expects that annual amortization expense for the fiscal years ending 2012, 2013, 2014, and 2015 will be $26.0 million, $23.1 million, $16.9 million, $8.2 million, and $0.4 million thereafter.

Financing Arrangements
Financing Arrangements

Note 9 — Financing Arrangements

The Company had several uncommitted, unsecured bank lines of credit aggregating $117.1 million at March 31, 2011. There are no financial covenants under these lines of credit with which the Company must comply. At March 31, 2011, the Company had no outstanding borrowings under these lines of credit.

Shareholders' Equity
Shareholders' Equity

Note 10 — Shareholders' Equity

Share Capital

The Company's nominal share capital is CHF 47,901,655, consisting of 191,606,620 shares with a par value of CHF 0.25 each, all of which were issued and 12,433,614 of which were held in treasury as of March 31, 2011.

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.

 

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):

 

     March 31,  
     2011     2010  

Cumulative translation adjustment

   $ (58,641   $ (63,646

Pension liability adjustments, net of tax of $759 and $936

     (18,073     (10,813

Unrealized gain on investments

     1,168        424   

Net deferred hedging gains (losses)

     (2,972     1,394   
                
   $ (78,518   $ (72,641
                
Restructuring
Restructuring

Note 11 — Restructuring

In January 2009, Logitech initiated the 2009 Restructuring Plan in order to reduce operating expenses and improve financial results in response to deteriorating global economic conditions. We completed the restructuring plan in fiscal year 2010. The following table summarizes restructuring related activities during fiscal years 2011, 2010 and 2009 (in thousands):

 

     Total     Termination
Benefits
    Asset
Impairments
    Contract
Termination
Costs
    Other  

Balance at March 31, 2008

   $ —        $ —        $ —        $ —        $ —     

Charges

     20,547        16,427        556        200        3,364   

Cash payments

     (12,764     (12,579     —          (185     —     

Charges against assets

     (556     —          (556     —          —     

Other

     (3,485     (121     —          —          (3,364

Foreign exchange

     52        52        —          —          —     
                                        

Balance at March 31, 2009

   $ 3,794      $ 3,779      $ —        $ 15      $ —     
                                        

Charges

     1,784        1,318        —          419        47   

Cash payments

     (5,194     (5,098     —          (96     —     

Other

     (86     53        —          (4     (135

Foreign exchange

     101        106        —          —          (5
                                        

Balance at March 31, 2010

   $ 399      $ 158      $ —        $ 334      $ (93
                                        

Cash payments

     (322     (9     —          (334     21   

Other

     (74     (149     —          —          75   

Foreign exchange

     (3     —          —          —          (3
                                        

Balance at March 31, 2011

   $ —        $ —        $ —        $ —        $ —     
                                        

Termination benefits incurred pursuant to the 2009 Restructuring Plan were calculated based on regional benefit practices and local statutory requirements. Asset impairments were recorded to write down fixed assets that were not placed in service due to the abandonment of the related projects. Contract termination costs related to exit costs associated with the closure of existing facilities. Other charges primarily consisted of pension curtailment and settlement costs of $3.4 million which are reflected in other charges in the preceding table, as the corresponding balance sheet amounts were reflected as a reduction of pension assets.

Employee Benefit Plans
Employee Benefit Plans

Note 12 — Employee Benefit Plans

Employee Share Purchase Plans and Stock Incentive Plans

As of March 31, 2011, the Company offers the 2006 ESPP (2006 Employee Share Purchase Plan (Non-U.S.)), the 1996 ESPP (1996 Employee Share Purchase Plan (U.S.)) and the 2006 Plan (2006 Stock Incentive Plan). Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury.

The following table summarizes the share-based compensation expense and related tax benefit recognized for fiscal years 2011, 2010 and 2009 (in thousands).

 

     Year Ended March 31,  
     2011      2010      2009  

Cost of goods sold

   $ 4,223       $ 3,073       $ 3,163   
                          

Share-based compensation expense included in gross profit

     4,223         3,073         3,163   
                          

Operating expenses:

        

Marketing and selling

     12,030         9,201         7,989   

Research and development

     7,829         4,902         4,488   

General and administrative

     10,764         8,631         8,863   
                          

Share-based compensation expense included in operating expenses

     30,623         22,734         21,340   
                          

Total share-based compensation expense

     34,846         25,807         24,503   

Tax benefit

     8,279         5,768         3,102   
                          

Share-based compensation expense, net of income tax

   $ 26,567       $ 20,039       $ 21,401   
                          

As of March 31, 2011, 2010 and 2009, $1.0 million, $0.9 million and $0.8 million of share-based compensation cost was capitalized to inventory. The following table summarizes total share-based compensation cost not yet recognized and the number of months over which such cost is expected to be recognized, on a weighted-average basis by type of grant (in thousands, except number of months):

 

     March 31, 2011  
     Compensation
Cost Not Yet
Recognized
     Months of
Future
Recognition
 

Non-vested stock options

   $ 55,691         30   

Time-based RSUs

     29,775         48   

Performance-based RSUs

     13,330         33   
           

Total compensation cost not yet recognized

   $ 98,796      
           

Under the 1996 ESPP and 2006 ESPP plans, eligible employees may purchase shares at the lower of 85% of the fair market value at the beginning or the end of each six-month offering period. Subject to continued participation in these plans, purchase agreements are automatically executed at the end of each offering period. An aggregate of 16,000,000 shares was reserved for issuance under the 1996 and 2006 ESPP plans. As of March 31, 2011, a total of 1,643,369 shares were available for issuance under these plans.

The 2006 Plan provides for the grant to eligible employees and non-employee directors of stock options, stock appreciation rights, restricted stock and RSUs (restricted stock units), which are bookkeeping entries reflecting the equivalent of shares. Awards under the 2006 Plan may be conditioned on continued employment, the passage of time or the satisfaction of performance vesting criteria. The 2006 Stock Plan has an expiration date of June 16, 2016. Stock options granted under the 2006 Plan generally vest over three years for non-executive Directors and over four years for employees. All stock options under this plan have terms not exceeding ten years and are issued at exercise prices not less than the fair market value on the date of grant. Time-based RSUs granted to employees under the 2006 Plan vest in four equal annual installments on the grant date anniversary. Time-based RSUs granted to non-executive board members under the 2006 Plan vest in one annual installment on the grant date anniversary. Performance-based RSUS granted under the 2006 Plan vest at the end of the performance period upon meeting certain share price performance criteria measured against market conditions. The performance period is three years for performance-based RSU grants made in fiscal year 2011 and two years for performance-based RSU grants made in fiscal years 2010 and 2009. An aggregate of 17,500,000 shares was reserved for issuance under the 2006 Plan. As of March 31, 2011, a total of 4,493,291 shares were available for issuance under this plan.

A summary of the Company's stock option activity for fiscal years 2011, 2010 and 2009 is as follows (in thousands, except per share data; exercise prices are weighted averages):

 

     Year ended March 31,  
     2011      2010      2009  
     Number     Exercise
Price
     Number     Exercise
Price
     Number     Exercise
Price
 

Outstanding, beginning of year

     20,037      $ 18         18,897      $ 18         17,952      $ 17   

Granted

     294      $ 16         3,520      $ 14         4,145      $ 21   

Assumed in LifeSize acquisition

     —        $ —           1,024      $ 5         —        $ —     

Exercised

     (2,747   $ 10         (1,980   $ 8         (2,037   $ 9   

Cancelled or expired

     (1,272   $ 21         (1,424   $ 17         (1,163   $ 24   
                                

Outstanding, end of year

     16,312      $ 19         20,037      $ 18         18,897      $ 18   
                                

Exercisable, end of year

     11,205      $ 20         11,287      $ 17         10,981      $ 14   
                                

The total pretax intrinsic value of stock options exercised during the fiscal years ended March 31, 2011, 2010 and 2009 was $23.1 million, $15.0 million and $33.2 million and the tax benefit realized for the tax deduction from options exercised during those periods was $7.6 million, $3.9 million and $8.5 million. The total fair value of options vested as of March 31, 2011, 2010 and 2009 was $74.3 million, $66.4 million and $57.7 million.

The fair value of employee stock options granted and shares purchased under the Company's employee purchase plans was estimated using the Black-Scholes-Merton option-pricing valuation model applying the following assumptions and values:

 

     Year ended March 31,  
     2011      2010      2009      2011      2010      2009  
     Purchase Plans      Stock Option Plans  

Dividend yield

     0%         0%         0%         0%         0%         0%   

Expected life

     6 months         6 months         6 months         4 years         3.3 years         3.7 years   

Expected volatility

     35%         59%         63%         48%         47%         36%   

Risk-free interest rate

     0.16%         0.19%         1.23%         1.57%         1.64%         2.40%   

The dividend yield assumption is based on the Company's history and future expectations of dividend payouts. The Company has not paid dividends since 1996. The expected option life represents the weighted-average period the stock options or purchase offerings are expected to remain outstanding. The expected life is based on historical settlement rates, which the Company believes are most representative of future exercise and post-vesting termination behaviors. Expected share price volatility is based on historical volatility using daily prices over the term of past options or purchase offerings. The Company considers historical share price volatility as most representative of future volatility. The risk-free interest rate assumptions are based upon the implied yield of U.S. Treasury zero-coupon issues appropriate for the term of the Company's stock options or purchase offerings.

 

The Company estimates option forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records share-based compensation expense only for those awards that are expected to vest.

The following table presents the weighted average grant-date fair values of options granted and the expected forfeiture rates:

 

     Year ended March 31,  
     2011     2010     2009     2011     2010     2009  
     Purchase Plans     Stock Option Plans  

Weighted average grant-date fair value of options granted

   $ 4.26      $ 4.23      $ 5.46      $ 6.11      $ 6.66      $ 6.25   

Expected forfeitures

     0     0     0     9     9     7

The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2011 (in thousands except per share data; exercise prices and contractual lives are weighted averages):

 

     Options Outstanding      Options Exercisable  
Range of Exercise Prices    Number      Exercise
Price
     Contractual
Life (years)
     Aggregate
Intrinsic
Value
     Number      Exercise
Price
     Contractual
Life (years)
     Aggregate
Intrinsic
Value
 

$  1.00 - $11.45

     2,870       $ 9         3.8       $ 27,256         2,359       $ 9         2.9       $ 20,768   

$11.46 - $16.35

     3,964       $ 15         6.8         14,511         1,695       $ 14         4.8         6,663   

$16.36 - $23.35

     5,468       $ 20         5.7         1,340         4,127       $ 20         5.0         846   

$23.36 - $50.00

     4,010       $ 31         6.2         —           3,024       $ 31         6.1         —     
                                               

$  1.00 - $50.00

     16,312             $ 43,107         11,205             $ 28,277   
                                               

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing price of $18.13 at March 31, 2011, which would have been received by the option holders had these option holders exercised their options as of that date. The total number of fully vested in-the-money options exercisable as of March 31, 2011 was 4,883,941. As of March 31, 2011, 5,107,861 options were unvested, of which 4,648,154 are expected to vest, based on an estimated forfeiture rate of 9%.

A summary of the Company's time- and performance-based RSU activity for fiscal years 2011, 2010 and 2009 is as follows (in thousands, except per share values; grant-date fair values are weighted averages):

 

     Year ended March 31,  
     2011      2010      2009  
     Number     Grant
Date Fair
Value
     Number     Grant
Date Fair
Value
     Number      Grant
Date Fair
Value
 

Outstanding, beginning of year

     514      $ 18         94      $ 28         —         $ —     

Time-based RSUs granted

     1,599      $ 20         267      $ 15         —         $ —     

Performance-based RSUs granted

     538      $ 28         115      $ 18         94       $ 28   

Assumed in LifeSize acquisition

     —        $ —           54      $ 5         —         $ —     

Vested

     (142   $ 15         —        $ —           —         $ —     

Cancelled or expired

     (139   $ 24         (16   $ 23         —         $ —     
                                 

Outstanding, end of year

     2,370      $ 21         514      $ 18         94       $ 28   
                                 

 

The Company estimates the fair value of the time-based RSUs based on the share market price on the date of grant. The fair value of the performance-based RSUs is estimated using the Monte-Carlo simulation model applying the following assumptions:

 

     FY 2011
Grants
     FY 2010
Grants
     FY 2009
Grants
 

Dividend yield

     0%         0%         0%   

Expected life

     3 years         2 years         2 years   

Expected volatility

     51%         58%         41%   

Risk-free interest rate

     0.81%         1.11%         1.82%   

The dividend yield assumption is based on the Company's history and future expectations of dividend payouts. The expected life of the performance-based RSUs is the service period at the end of which the RSUs will vest if the performance conditions are satisfied. The volatility assumption is based on the actual volatility of Logitech's daily closing share price over a look-back period equal to the years of expected life. The risk free interest rate is derived from the yield on US Treasury Bonds for a term of the same number of years as the expected life.

As of March 31, 2011, the grant date fair values of outstanding RSUs ranged from $14 to $28 per RSU, and the weighted average contractual life was 3.8 years.

Defined Contribution Plans

Certain of the Company's subsidiaries have defined contribution employee benefit plans covering all or a portion of their employees. Contributions to these plans are discretionary for certain plans and are based on specified or statutory requirements for others. The charges to expense for these plans for fiscal years 2011, 2010 and 2009, were $8.9 million, $8.2 million and $8.3 million.

Defined Benefit Plans

Certain of the Company's subsidiaries sponsor defined benefit pension plans or non-retirement post-employment benefits covering substantially all of their employees. Benefits are provided based on employees' years of service and earnings, or in accordance with applicable employee benefit regulations. The Company's practice is to fund amounts sufficient to meet the requirements set forth in the applicable employee benefit and tax regulations.

The Company recognizes the underfunded or overfunded status of defined benefit pension plans and non-retirement post-employment benefit obligations as an asset or liability in its statement of financial position, and recognizes changes in the funded status of defined benefit pension plans in the year in which the changes occur through accumulated other comprehensive loss, which is a component of shareholders' equity. Each plan's assets and benefit obligations are measured approximately as of March 31.

The net periodic benefit cost of the defined benefit pension plans and the non-retirement post-employment benefit obligations for fiscal years 2011, 2010 and 2009 was as follows (in thousands):

 

     Year ended March 31,  
     2011     2010     2009  

Service cost

   $ 4,396      $ 3,983      $ 2,814   

Interest cost

     1,745        1,430        1,520   

Expected return on plan assets

     (1,818     (1,200     (1,488

Amortization of net transition obligation

     4        4        5   

Amortization of net prior service cost

     161        138        —     

Settlement

     2        —          —     

Recognized net actuarial loss

     482        1,239        232   
                        

Net periodic benefit cost

   $ 4,972      $ 5,594      $ 3,083   
                        

 

Additional benefit costs of $3.4 million related to the restructuring were recognized in restructuring expenses in fiscal year 2009.

The changes in projected benefit obligations for fiscal years 2011 and 2010 were as follows (in thousands):

 

     March 31,  
     2011     2010  

Projected benefit obligation, beginning of year

   $ 57,531      $ 48,135   

Service cost

     4,396        3,983   

Interest cost

     1,745        1,430   

Plan participant contributions

     2,321        1,848   

Actuarial (gain) loss

     3,911        (78

Benefits paid

     (2,220     (1,037

Plan amendments

     19        —     

Settlement

     (218     —     

Administrative expense paid

     (131     (177

Foreign currency exchange rate changes

     8,791        3,427   
                

Projected benefit obligation, end of year

   $ 76,145      $ 57,531   
                

The accumulated benefit obligation for all defined benefit pension plans as of March 31, 2011 and 2010 was $60.2 million and $46.3 million.

The following table presents the changes in the fair value of defined benefit pension plan assets for fiscal years 2011 and 2010 (in thousands):

 

     March 31,  
     2011     2010  

Fair value of plan assets, beginning of year

   $ 35,427      $ 23,415   

Actual return on plan assets

     34        5,267   

Employer contributions

     4,409        4,137   

Plan participant contributions

     2,321        1,848   

Benefits paid

     (2,016     (864

Settlement

     (85     —     

Administrative expenses paid

     (131     (177

Foreign currency exchange rate changes

     5,978        1,801   
                

Fair value of plan assets, end of year

   $ 45,937      $ 35,427   
                

The defined benefit pension plans have the following asset allocations. Investment strategies and allocation decisions are determined by the applicable governmental regulatory agency.

 

     March 31,  
     2011     2010  

Equity securities

     33.4     34.8

Debt securities

     43.3     43.6

Real estate

     6.5     10.7

Other

     16.8     10.9
                
     100.0     100.0
                

The funded status of the defined benefit pension plans is the fair value of plan assets as determined by the governmental regulatory agency less benefit obligations. The funded status of the non-retirement post-employment benefits is the fair value of the benefit obligations. Projected benefit obligations exceeded plan assets for all plans by $30.2 million and $22.1 million as of March 31, 2011 and 2010. Amounts recognized on the balance sheet for the plans were as follows (in thousands):

 

     March 31,  
     2011     2010  

Current assets

   $ 759      $ 936   

Current liabilities

     (3,563     (2,761

Non-current liabilities

     (26,645     (19,343
                

Net liability

   $ (29,449   $ (21,168
                

Amounts recognized in other comprehensive income related to defined benefit pension plans were as follows (in thousands):

 

     March 31,  
     2011     2010  

Net prior service cost

   $ (2,084   $ (2,075

Net actuarial loss

     (16,714     (9,641

Amortization of net transition obligation

     (34     (33
                

Accumulated other comprehensive income

     (18,832     (11,749

Deferred tax benefit

     759        936   
                

Accumulated other comprehensive loss, net of tax

   $ (18,073   $ (10,813
                

Changes in accumulated other comprehensive loss related to the defined benefit pension plans were as follows (in thousands):

 

     March 31,  
     2011     2010  

Accumulated other comprehensive loss, beginning of year

   $ (10,813   $ (15,122

Transition obligation recognized

     5        4   

Prior service cost recognized

     146        120   

Loss recognized

     396        1,276   

Settlement loss recognized

     23        —     

Gain (loss) occurred

     (5,609     4,143   

Deferred tax expense

     (241     (122

Foreign currency exchange rate changes

     (1,980     (1,112
                

Accumulated other comprehensive loss, end of year

   $ (18,073   $ (10,813
                

The following table presents the amounts included in accumulated other comprehensive loss as of March 31, 2011, which are expected to be recognized as a component of net periodic benefit cost in fiscal year 2012 (in thousands):

 

     March 31, 2011  

Amortization of net transition obligation

   $ 5   

Amortization of net prior service costs

     152   

Amortization of net actuarial loss

     837   
        
   $ 994   
        

 

The Company reassesses its benefit plan assumptions on a regular basis. The actuarial assumptions for the pension plans for fiscal years 2011 and 2010 were as follows:

 

    2011     2010  
    Benefit Obligation     Periodic Cost     Benefit Obligation     Periodic Cost  

Discount rate

    2.00% to 3.75%        2.00% to 3.75%        2.00% to 3.25%        2.00% to 3.00%   

Estimated rate of compensation increase

    3.00% to 5.00%        2.50% to 5.00%        2.50% to 5.00%        2.50% to 5.00%   

Expected average rate of return on plan assets

    1.00% to 4.00%        1.00% to 4.75%        1.00% to 4.75%        1.00% to 4.25%   

The discount rate is estimated based on corporate bond yields or securities of similar quality in the respective country, with a duration approximating the period over which the benefit obligations are expected to be paid. The Company bases the compensation increase assumptions on historical experience and future expectations. The expected average rate of return for the Company's defined benefit pension plans represents the average rate of return expected to be earned on plan assets over the period that the benefit obligations are expected to be paid, based on government bond notes in the respective country, adjusted for corporate risk premiums as appropriate.

The following table reflects the benefit payments that the Company expects the plans to pay in the periods noted (in thousands):

 

Year ending March 31,

  

2012

   $ 3,898   

2013

     4,024   

2014

     4,058   

2015

     4,018   

2016

     4,217   

Thereafter

     19,360   
        
   $ 39,575   
        

The Company expects to contribute approximately $4.1 million to its defined benefit pension plans during fiscal year 2012.

Deferred Compensation Plan

One of the Company's subsidiaries offers a management deferred compensation plan which permits eligible employees to make 100%-vested salary and incentive compensation deferrals within established limits. The Company does not make contributions to the plan. Prior to December 2010, the participants' deferrals were invested in Company-owned life insurance contracts held in a Rabbi Trust. In December 2010, the Company surrendered the life insurance contracts for cash, and invested the proceeds of $11.3 million, in addition to $0.8 million in cash held by the Rabbi Trust, investment earnings and employee contributions, in a Company-selected portfolio of marketable securities, which are also held by the Rabbi Trust.

The fair value of the deferred compensation plan's assets is included in other assets in the statements of financial position. The marketable securities are classified as trading investments and are recorded at a fair value of $13.1 million as of March 31, 2011, based on quoted market prices. Earnings, gains and losses on trading investments are included in other income (expense), net. The cash surrender value of the insurance contracts was approximately $10.4 million and trust cash balances were $0.7 million as of March 31, 2010. Expenses and gains or losses related to the insurance contracts are included in other income (expense), net.

The unsecured obligation to pay the compensation deferred, adjusted to reflect the positive or negative performance of investment options selected by each participant, was approximately $13.1 million and $10.3 million at March 31, 2011 and 2010 and was included in other liabilities.

Income Taxes
Income Taxes

Note 13 — Income Taxes

The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates. Further, a portion of the Company's income before taxes and the provision for income taxes are generated outside of Switzerland.

Income before income taxes for the fiscal years ended March 31, 2011, 2010 and 2009 is summarized as follows (in thousands):

 

     Year ended March 31,  
     2011      2010      2009  

Income before income taxes:

        

Swiss

   $ 50,219       $ 13,352       $ 40,717   

Non-Swiss

     98,229         70,271         86,076   
                          

Total

   $ 148,448       $ 83,623       $ 126,793   
                          

The provision for income taxes is summarized as follows (in thousands):

 

     Year ended March 31,  
     2011     2010     2009  

Current:

      

Swiss

   $ (1,073   $ 1,463      $ 53   

Non-Swiss

     26,218        22,279        32,274   

Deferred:

      

Swiss

     —          —          (36

Non-Swiss

     (5,157     (5,076     (12,530
                        

Total

   $ 19,988      $ 18,666      $ 19,761   
                        

The difference between the provision for income taxes and the expected tax provision at the statutory income tax rate is reconciled below (in thousands):

 

     Year ended March 31,  
     2011     2010     2009  

Expected tax provision at statutory income tax rates

   $ 12,618      $ 7,108      $ 10,777   

Income taxes at different rates

     6,476        10,473        9,370   

Research and development tax credits

     (2,315     (1,628     (2,524

Unrealized investment income

     (315     (428     1,004   

Stock compensation

     551        713        618   

Transaction costs

     —          1,257        —     

Valuation allowance

     2,309        —          —     

Other

     664        1,171        516   
                        

Total provision for income taxes

   $ 19,988      $ 18,666      $ 19,761   
                        

The Company negotiated a tax holiday on certain earnings in China which was effective from January 2006 through December 2010. The tax holiday was a tax exemption aimed to attract foreign technological investment in China. The tax holiday decreased income tax expense by approximately $3.6 million, $2.4 million, and $4.0 million for fiscal years 2011, 2010 and 2009. The benefit of the tax holiday on net income per share (diluted) was approximately $0.02, $0.01 and $0.02 in fiscal years 2011, 2010 and 2009.

 

On December 17, 2010, the enactment in the U.S. of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 extended retroactively through the end of calendar year 2011 the U.S. federal research and development credit, which had expired on December 31, 2009. Accordingly, the Company's income tax provision for the fiscal year ended March 31, 2011 includes a tax benefit of $2.2 million related to the U.S. federal research tax credit.

The U.S. state of California has enacted legislation affecting the methodology which must be used by corporate taxpayers to apportion income to California. These changes will become effective for our fiscal year ending March 31, 2012. The Company anticipates that the election to use only sales in apportioning income to California will lower the effective state tax rate in the future. The Company's income tax provision as of March 31, 2011 reflects an income tax expense of $0.4 million from adjustments to deferred tax assets resulting from the change in the effective state tax rate.

Deferred income tax assets and liabilities consist of the following (in thousands):

 

     March 31,  
     2011     2010  

Deferred tax assets:

    

Net operating loss carryforwards

   $ 33,029      $ 40,878   

Tax credit carryforwards

     5,645        3,367   

Accruals

     35,172        35,346   

Depreciation and amortization

     12,310        11,473   

Share-based compensation

     21,997        17,438   

Valuation allowance

     (2,309     —     
                

Gross deferred tax assets

     105,844        108,502   

Deferred tax liabilities:

    

Acquired intangible assets

     (24,013     (37,264
                

Gross deferred tax liabilities

     (24,013     (37,264
                

Net deferred tax assets

   $ 81,831      $ 71,238   
                

The current and deferred tax provision is calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed. Adjustments for differences between the tax provisions and tax returns are recorded when identified, which is generally in the third or fourth quarter of the subsequent year.

Management regularly assesses the ability to realize deferred tax assets recorded in the Company's entities based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income. In the event that future taxable income is below management's estimates or is generated in tax jurisdictions different than projected, the Company could be required to establish a valuation allowance for deferred tax assets. This would result in an increase in the Company's effective tax rate.

The Company established $2.3 million of valuation allowance in fiscal year 2011. In March 2011, the Company sold its equity interest in certain 3Dconnexion subsidiaries, and its intellectual property rights related to the manufacture and sale of certain 3Dconnexion products, to a group of third party individuals and certain 3Dconnexion employees. A full valuation allowance of $2.2 million was provided for $5.7 million of capital loss carryforward from the sale of 3Dconnexion Inc. in the U.S. as the Company determined that it is more likely than not that the Company would not generate adequate capital gains in the next five years before the capital loss expires under the U.S. tax law. The remaining valuation allowance of $0.1 million represents a full valuation allowance for certain foreign tax credit carryforwards in the U.S.

 

Deferred tax assets relating to tax benefits of employee stock option grants and RSUs have been reduced to reflect exercises in fiscal years 2011 and 2010. Some exercises resulted in tax deductions in excess of previously recorded benefits based on the option value at the time of grant ("windfalls"). Although these additional tax benefits are reflected in net operating loss carryforwards, the additional tax benefit associated with the windfall is not recorded until the deduction reduces cash taxes payable. During fiscal years 2011 and 2010, the Company recorded a credit to equity of $4.8 million and $0.3 million.

As of March 31, 2011, the Company had foreign net operating loss and tax credit carryforwards for income tax purposes of $285.9 million and $25.4 million. Approximately $121.7 million of the net operating loss carryforwards and $20.2 million of the tax credit carryforwards, if realized, will be credited to equity since they have not met the applicable realization criteria. A full valuation allowance has been provided for foreign tax credits of $0.1 million. Unused net operating loss carryforwards will expire at various dates in fiscal years 2014 to 2031, and the tax credit carryforwards will begin to expire in fiscal year 2012.

As of March 31, 2011, the Company had capital loss carryforwards of approximately $5.7 million for which a full valuation allowance has been provided. The loss will begin to expire in fiscal year 2016.

Swiss income taxes and non-Swiss withholding taxes associated with the repatriation of earnings or for other temporary differences related to investments in non-Swiss subsidiaries have not been provided for, as the Company intends to reinvest the earnings of such subsidiaries indefinitely or the Company has concluded that no additional tax liability would arise on the distribution of such earnings. If these earnings were distributed to Switzerland in the form of dividends or otherwise, or if the shares of the relevant non-Swiss subsidiaries were sold or otherwise transferred, the Company may be subject to additional Swiss income taxes and non-Swiss withholding taxes. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable.

The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

As of March 31, 2011 and 2010, the total amount of unrecognized tax benefits was $138.1 million and $125.2 million, of which $118.2 million and $101.4 million would affect the effective income tax rate if realized. The Company classified the unrecognized tax benefits as non-current income taxes payable.

The aggregate changes in gross unrecognized tax benefits in fiscal years 2011, 2010 and 2009 were as follow (in thousands):

 

Beginning balance as of March 31, 2008

   $ 92,647   

Lapse of statute of limitations

     (1,978

Increases in balances related to tax positions taken during the current period

     6,958   
        

Balance as of March 31, 2009

   $ 97,627   

Lapse of statute of limitations

     (3,667

Decreases in balances related to tax positions taken during prior periods

     (229

Increases in balances related to tax positions taken during prior periods

     2,690   

Increases in balances related to tax positions taken during the current period

     17,207   
        

Balance as of March 31, 2010

   $ 113,628   

Lapse of statute of limitations

     (4,760

Settlements with tax authorities

     (6,290

Increases in balances related to tax positions taken during the current period

     27,550   
        

Balance as of March 31, 2011

   $ 130,128   
        

 

The Company continues to recognize interest and penalties related to unrecognized tax positions in income tax expense. The Company recognized $1.3 million, $1.9 million and $1.8 million in interest and penalties in income tax expense during fiscal years 2011, 2010 and 2009. As of March 31, 2011, 2010 and 2009, the Company had approximately $8.0 million, $12.5 million and $10.7 million of accrued interest and penalties related to uncertain tax positions.

The Company files Swiss and foreign tax returns. For all these tax returns, the Company is generally not subject to tax examinations for years prior to 1999. During the third quarter of fiscal year 2011, the U.S. Internal Revenue Service expanded its examination of the Company's U.S. subsidiary to include fiscal years 2008 and 2009 in addition to fiscal years 2006 and 2007. At this time it is not possible to estimate the potential impact that the examination may have on income tax expense. The Company is also under examination in other jurisdictions.

Although the Company has adequately provided for uncertain tax positions, the provisions on these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved. Although the timing of the resolution or closure on audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next twelve months.

Derivative Financial Instruments - Foreign Exchange Hedging
Derivative Financial Instruments - Foreign Exchange Hedging

Note 14 — Derivative Financial Instruments — Foreign Exchange Hedging

Cash Flow Hedges

The Company enters into foreign exchange forward contracts to hedge against exposure to changes in foreign currency exchange rates related to its subsidiaries' forecasted inventory purchases. The primary risk managed by using derivative instruments is the foreign currency exchange rate risk. The Company has designated these derivatives as cash flow hedges. Logitech does not use derivative financial instruments for trading or speculative purposes. These hedging contracts mature within three months, and are denominated in the same currency as the underlying transactions. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. The Company assesses the effectiveness of the hedges by comparing changes in the spot rate of the currency underlying the forward contract with changes in the spot rate of the currency in which the forecasted transaction will be consummated. If the underlying transaction being hedged fails to occur or if a portion of the hedge does not generate offsetting changes in the foreign currency exposure of forecasted inventory purchases, the Company immediately recognizes the gain or loss on the associated financial instrument in other income (expense). Such losses were immaterial during the fiscal years ended March 31, 2011, 2010 and 2009. Cash flows from such hedges are classified as operating activities in the consolidated statements of cash flows. The notional amounts of foreign exchange forward contracts outstanding related to forecasted inventory purchases were $54.9 million (€38.7 million) and $46.2 million (€34.3 million) at March 31, 2011 and 2010. The notional amount represents the future cash flows under contracts to purchase foreign currencies.

Other Derivatives

The Company also enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on certain foreign currency receivables or payables. These forward contracts generally mature within three months. The Company may also enter into foreign exchange swap contracts to economically extend the terms of its foreign exchange forward contracts. The primary risk managed by using forward and swap contracts is the foreign currency exchange rate risk. The gains or losses on foreign exchange forward contracts are recognized in earnings based on the changes in fair value.

The notional amounts of foreign exchange forward contracts outstanding at March 31, 2011 and 2010 relating to foreign currency receivables or payables were $12.9 million and $15.1 million. Open forward contracts as of March 31, 2011 and 2010 consisted of contracts in British pounds to purchase euros at a future date at a predetermined exchange rate. The notional amounts of foreign exchange swap contracts outstanding at March 31, 2011 and 2010 were $17.1 million and $38.9 million. Swap contracts outstanding at March 31, 2011 consisted of contracts in Canadian dollars, Japanese yen, and Mexican pesos. Swap contracts outstanding at March 31, 2010 consisted of contracts in British pounds, Japanese yen, Mexican pesos and Canadian dollars.

The fair value of all our foreign exchange forward contracts and foreign exchange swap contracts is determined based on quoted foreign exchange forward rates. Quoted foreign exchange forward rates are observable inputs that are classified as Level 1 within the fair value hierarchy.

The following table presents the fair values of the Company's derivative instruments and their locations on the Balance Sheet as of March 31, 2011 and 2010 (in thousands):

 

     Asset Derivatives      Liability Derivatives  
            Fair Value             Fair Value  
            March 31,             March 31,  
      Location      2011      2010      Location      2011      2010  

Derivatives designated as hedging instruments:

                 

Cash Flow Hedges

     Other assets       $ —         $ 136         Other liabilities       $ 1,763       $ 10   
                                         
        —           136            1,763         10   
                                         

Derivatives not designated as hedging instruments:

                 

Foreign Exchange Forward Contracts

     Other assets         486         11         Other liabilities         —           —     

Foreign Exchange Swap Contracts

     Other assets         80         452         Other liabilities         118         356   
                                         
        566         463            118         356   
                                         
      $ 566       $ 599          $ 1,881       $ 366   
                                         

The following table presents the amounts of gains and losses on the Company's derivative instruments for the fiscal years ended March 31, 2011 and 2010 and their locations on its Consolidated Financial Statements (in thousands):

 

    Net amount of
gain/(loss)
deferred as a
component of
accumulated
other
comprehensive
loss
   

Location of gain/
(Loss) reclassified
from accumulated
other
comprehensive
loss into income

  Amount
of gain/(loss)
reclassified from
accumulated
other
comprehensive
loss into

income
   

Location of gain/(loss)
recognized in income
    immediately    

  Amount
of gain/(loss)
recognized in
income
immediately
 
    2011     2010         2011     2010         2011     2010  

Derivatives designated as hedging instruments:

               

Cash Flow Hedges

  $ (4,366   $ 1,178      Cost of goods sold   $ 6,078      $ (5,615)      Other income/expense   $ (5   $ (57
                                                   
    (4,366     1,178          6,078        (5,615)          (5     (57
                                                   

Derivatives not designated as hedging instruments:

               

Foreign Exchange Forward Contracts

    —          —            —          —        Other income/expense     855        (831

Foreign Exchange Swap Contracts

    —          —            —          —        Other income/expense     (2,865     (2,306
                                                   
    —          —            —          —            (2,010     (3,137
                                                   
  $ (4,366   $ 1,178        $ 6,078      $ (5,615     $ (2,015   $ (3,194
                                                   
Commitments and Contingencies
Commitments and Contingencies

Note 15 — Commitments and Contingencies

Operating Leases

The Company leases facilities under operating leases, certain of which require it to pay property taxes, insurance and maintenance costs. Operating leases for facilities are generally renewable at the Company's option and usually include escalation clauses linked to inflation. Future minimum annual rentals under non-cancelable operating leases at March 31, 2011 are as follows (in thousands):

 

Year ending March 31,

  

2012

   $ 18,023   

2013

     15,594   

2014

     9,875   

2015

     7,870   

2016

     6,962   

Thereafter

     14,267   
        
   $ 72,591   
        

Rent expense was $19.8 million, $16.3 million and $15.5 million for the years ended March 31, 2011, 2010 and 2009.

In May, 2011 we signed a new lease for facilities which will house our Americas operations in Northern California, replacing our leased facilities in Fremont, California. Our future contractual obligation in connection with this lease is approximately $35 million over an 11 year period.

In connection with its leased facilities, the Company has recognized a liability for asset retirement obligations representing the present value of estimated remediation costs to be incurred at lease expiration. The following table describes changes to the Company's asset retirement obligation liability for the years ended March 31, 2011 and 2010 (in thousands):

 

     March 31,  
     2011     2010  

Asset retirement obligation, beginning of year

   $ 1,374      $ 1,255   

Liabilities incurred

     275        44   

Liabilities settled

     (120     (18

Accretion expense

     71        71   

Foreign currency translation

     36        22   
                

Asset retirement obligation, end of year

   $ 1,636      $ 1,374   
                

Product Warranties

Certain of the Company's products are covered by warranty to be free from defects in material and workmanship for periods ranging from one year to five years. At the time of sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of the warranty obligation. The Company's estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future conditions. When the Company experiences changes in warranty claim activity or costs associated with fulfilling those claims, the warranty liability is adjusted accordingly. Changes in the Company's warranty liability for the years ended March 31, 2010 and 2011 were as follows (in thousands):

 

     March 31,  
     2011     2010  

Warranty liability, beginning of year

   $ 3,002      $ 2,867   

Provision for warranties issued during the year

     18,666        16,344   

Settlements made during the year

     (16,698     (16,209
                

Warranty liability, end of year

   $ 4,970      $ 3,002   
                

 

Purchase Commitments

At March 31, 2011, the Company had the following outstanding purchase commitments:

 

     March 31, 2011  

Inventory purchases

   $ 165,286   

Operating expenses

     49,839   

Capital expenditures

     10,724   
        

Total purchase commitments

   $ 225,849   
        

Commitments for inventory purchases are made in the normal course of business to original design manufacturers, contract manufacturers and other suppliers and are expected to be fulfilled by September 2011. Operating expense commitments are for consulting services, marketing arrangements, advertising, outsourced customer services and other services. Fixed purchase commitments for capital expenditures primarily related to commitments for manufacturing equipment and tooling. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to reschedule and adjust its requirements based on the business needs prior to delivery of goods or performance of services.

Guarantees

The Company has guaranteed the purchase obligations of some of its contract manufacturers and original design manufacturers to certain component suppliers. These guarantees generally have a term of one year and are automatically extended for one or more years as long as a liability exists. The amount of the purchase obligations of these manufacturers varies over time, and therefore the amounts subject to Logitech's guarantees similarly vary. At March 31, 2011, there were no outstanding guaranteed purchase obligations. The maximum potential future payments under two of the three guarantee arrangements is limited to $30.0 million. The third guarantee is limited to purchases of specified components from the named suppliers. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee arrangements.

Logitech International S.A., the parent holding company, has guaranteed certain contingent liabilities of various subsidiaries related to specific transactions occurring in the normal course of business. The maximum amount of the guarantees was $54.7 million as of March 31, 2011. As of March 31, 2011, $10.3 million was outstanding under these guarantees. The parent holding company has also guaranteed the purchases of one of its subsidiaries under three guarantee agreements. Two of these guarantees do not specify a maximum amount. The third guarantee is limited to $7.0 million. As of March 31, 2011, $4.9 million was outstanding under these guarantees.

Indemnifications

Logitech indemnifies some of its suppliers and customers for losses arising from matters such as intellectual property rights and product safety defects, subject to certain restrictions. The scope of these indemnities varies, but in some instances, includes indemnification for damages and expenses, including reasonable attorneys' fees. No amounts have been accrued for indemnification provisions at March 31, 2011. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under its indemnification arrangements.

Letters of Credit

Logitech provides various third parties with irrevocable letters of credit in the normal course of business to secure its obligations to pay or perform pursuant to the requirements of an underlying agreement or the provision of goods and services. These standby letters of credit are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. At March 31, 2011, the Company had $0.7 million of letters of credit in place, of which $0.1 million was outstanding. These letters of credit relate primarily to equipment purchases by a subsidiary in China, and expire between April and December 2011.

Acquisition Earn-Out

In November 2007, the Company acquired WiLife, Inc., a privately held company offering PC-based video cameras for self-monitoring a home or a small business. The purchase agreement provided for a performance-based payment, payable in the first calendar quarter of 2011, based on net revenues attributed to WiLife during calendar 2010. Because the minimum performance threshold was not met, no performance-based payment is due under the WiLife acquisition agreement.

Legal Proceedings

On May 23, 2011, a class action complaint was filed against Logitech and certain of its officers. This action was filed in the United States District Court for the Southern District of New York on behalf of individuals who purchased Logitech shares between October 28, 2010 and April 1, 2011. The complaint relates to Logitech's disclosure on March 31, 2011 that its results for fiscal year 2011 would fall below expectations and seeks unspecified monetary damages and other relief against the defendants.

In addition, the Company is involved in a number of lawsuits and claims relating to commercial matters that arise in the normal course of business.

The Company believes these lawsuits and claims are without merit and intends to vigorously defend against them. However, there can be no assurances that its defenses will be successful, or that any judgment or settlement in any of these lawsuits would not have a material adverse impact on the Company's business, financial condition, cash flows and results of operations. The Company's accruals for lawsuits and claims as of March 31, 2011 were not material.

Interest and Other Income
Interest and Other Income

Note 16 — Interest and Other Income

Interest and other income (expense), net was comprised of the following (in thousands):

 

     Year ended March 31,  
     2011     2010     2009  

Interest income

   $ 2,343      $ 2,406      $ 8,648   

Interest expense

     (27     (286     (20
                        

Interest income, net

   $ 2,316      $ 2,120      $ 8,628   
                        

Foreign currency exchange gains, net

   $ 480      $ 1,720      $ 13,680   

Investment income (loss) related to management deferred compensation plan

     1,409        1,221        (2,883

Gain on sale of building

     838        —          —     

Write-down of investments

     (43     (643     (2,727

Other, net

     792        841        441   
                        

Other income, net

   $ 3,476      $ 3,139      $ 8,511   
                        
Segment Information
Segment Information

Note 17 — Segment Information

Net sales by product family, excluding intercompany transactions, were as follows (in thousands):

 

    Year ended March 31,  
    2011     2010     2009  

Retail — Pointing Devices

  $ 618,404      $ 528,236      $ 579,775   

Retail — Keyboards & Desktops

    390,426        329,038        384,809   

Retail — Audio

    466,927        454,957        445,362   

Retail — Video

    255,015        228,344        248,339   

Retail — Gaming

    104,459        107,595        127,052   

Retail — Digital Home (1)

    169,979        96,982        102,006   

OEM

    223,775        198,364        321,489   
                       

Peripherals

    2,228,985        1,943,516        2,208,832   

LifeSize

    133,901        23,232        —     
                       

Total net sales

  $ 2,362,886      $ 1,966,748      $ 2,208,832   
                       

 

(1)

Digital Home is a new product family combining Harmony Remotes, Logitech Revue with Google TV and peripherals associated with the Google TV platform.

The Company has two operating segments, peripherals and video conferencing, based on product markets and internal organizational structure. The peripherals segment encompasses the design, manufacturing and marketing of peripheral products for the PC (personal computer) and other digital platforms. The peripherals operating segment meets the quantitative thresholds for separate disclosure of financial information. The video conferencing segment consists of the LifeSize division, and encompasses the design, manufacturing and marketing of video conferencing products, infrastructure and services for the enterprise, public sector and other business markets. The video conferencing operating segment does not meet the quantitative thresholds for separate disclosure of financial information. The Company's operating segments do not record revenue on sales between segments, as such sales are not material.

Operating performance measures for the peripherals segment and the video conferencing segment are reported separately to Logitech's Chief Executive Officer, who is considered to be the Company's chief operating decision maker. These operating performance measures do not include share-based compensation expense, amortization of intangible assets, and assets by operating segment. Share-based compensation expense and amortization of intangible assets are presented in the following financial information by operating segment as "all other." Long-lived assets are presented by geographic region. Net sales, operating income and depreciation and amortization for the Company's operating segments were as follows (in thousands):

 

    Year ended March 31  
    2011     2010     2009  

Net sales by operating segment

     

Peripherals

  $ 2,228,985      $ 1,943,516      $ 2,208,832   

LifeSize

    133,901        23,232        —     
                       

Total net sales

  $ 2,362,886      $ 1,966,748      $ 2,208,832   
                       

Operating income by segment

     

Peripherals

  $ 204,202      $ 127,530      $ 143,323   

LifeSize

    1,100        (8,844     —     

All other

    (62,646     (40,322     (33,669
                       

Total operating income

  $ 142,656      $ 78,364      $ 109,654   
                       

Depreciation and amortization by segment

     

Peripherals

  $ 55,816      $ 65,130      $ 53,187   

LifeSize

    20,175        5,765        —     
                       

Total depreciation and amortization

  $ 75,991      $ 70,895      $ 53,187   
                       

 

Geographic net sales information in the table below is based on the location of the selling entity. Long-lived assets, primarily fixed assets, are reported below based on the location of the asset.

Net sales to unaffiliated customers by geographic region were as follows (in thousands):

 

     Year ended March 31,  
     2011      2010      2009  

EMEA

   $ 872,774       $ 882,635       $ 1,001,337   

Americas

     1,032,988         729,473         785,862   

Asia Pacific

     457,124         354,640         421,633   
                          

Total net sales

   $ 2,362,886       $ 1,966,748       $ 2,208,832   
                          

In fiscal years 2011 and 2009, no single country other than the United States represented more than 10% of the Company's total consolidated net sales. In fiscal year 2010, the United States and Germany each represented more than 10% of the Company's total consolidated net sales. Revenues from sales to customers in Switzerland, our home domicile, represented a small portion of the Company's total consolidated net sales in all periods presented. In fiscal years 2011, 2010 and 2009, one customer group represented 12%, 13% and 14% of net sales. As of March 31, 2011 and 2010, one customer represented 13% and 14% of total accounts receivable.

Long-lived assets by geographic region were as follows (in thousands):

 

     March 31,  
     2011      2010  

EMEA

   $ 9,774       $ 11,053   

Americas

     34,587         40,165   

Asia Pacific

     45,272         43,765   
                 

Total long-lived assets

   $ 89,633       $ 94,983   
                 

Long-lived assets in China and the United States each represented more than 10% of the Company's total consolidated long-lived assets at March 31, 2011 and 2010.

Schedule II - Valuation and Qualifying Accounts
Schedule II - Valuation and Qualifying Accounts

Schedule II

LOGITECH INTERNATIONAL S.A.

VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal Years Ended March 31, 2011, 2010 and 2009 (in thousands)

 

Fiscal Year

  

Description

   Balance at
beginning of
period
     Charged
(credited) to
Income
Statement (1)
    Write-offs
charged to
(recovered
against)
allowance (1)
    Balance at
end
of period
 

2011

   Allowance for doubtful accounts    $ 5,870       $ 663      $ (2,447   $ 4,086   

2010

   Allowance for doubtful accounts    $ 6,705       $ (72   $ (763   $ 5,870   

2009

   Allowance for doubtful accounts    $ 2,497       $ 5,102      $ (894   $ 6,705   

2011

   Cooperative marketing arrangements    $ 17,527       $ 133,125      $ (121,983   $ 28,669   

2010

   Cooperative marketing arrangements    $ 28,567       $ 98,450      $ (109,490   $ 17,527   

2009

   Cooperative marketing arrangements    $ 29,511       $ 123,938      $ (124,882   $ 28,567   

2011

   Customer incentive programs    $ 44,306       $ 162,958      $ (154,906   $ 52,358   

2010

   Customer incentive programs    $ 36,454       $ 101,851      $ (93,999   $ 44,306   

2009

   Customer incentive programs    $ 40,847       $ 110,733      $ (115,126   $ 36,454   

2011

   Reserve for sales returns    $ 23,657       $ 74,749      $ (68,740   $ 29,666   

2010

   Reserve for sales returns    $ 28,705       $ 78,950      $ (83,998   $ 23,657   

2009

   Reserve for sales returns    $ 25,880       $ 83,419      $ (80,594   $ 28,705   

2011

   Pricing programs    $ 63,115       $ 189,293      $ (190,150   $ 62,258   

2010

   Pricing programs    $ 25,543       $ 134,323      $ (96,751   $ 63,115   

2009

   Pricing programs    $ 32,052       $ 63,259      $ (69,768   $ 25,543   

(1)

Transactions related to certain prior year charges and write-offs have been recharacterized to conform to the current year presentation, with no impact on previously reported beginning and ending balances.