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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
March 31, 2022 |
or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For
the Transition Period
from to |
Commission File Number: 0-29174
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
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Canton of Vaud, |
Switzerland |
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None |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
Logitech International S.A.
EPFL - Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne, Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark, California 94560
(Address of principal executive offices and zip code)
(510) 795-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Name of each exchange on which registered |
Registered Shares par value CHF 0.25 per share |
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The Nasdaq Global Select Market; SIX Swiss Exchange |
Securities registered or to be registered pursuant to
Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes ý
No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data file required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such
files). Yes ý No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
ý |
Accelerated filer |
o |
Non-accelerated filer |
o |
Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
Yes ☒ No o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act). Yes ☐ No ☒
The aggregate market value of the voting shares held by
non-affiliates of the registrant, based upon the closing sale price
of the shares on September 24, 2021, the last business day of
the registrant's second fiscal quarter on the Nasdaq Global Select
Market, was $16,569,198,978. For purposes of this disclosure,
voting shares held by persons known to the Registrant to
beneficially own more than 5% of the Registrant's shares and shares
held by officers and directors of the Registrant have been excluded
because such persons may be deemed to be affiliates. In the case of
5% or greater shareholders, we have not deemed such shareholders to
be affiliates unless there are facts and circumstances which would
indicate that such shareholders exercise any control over the
Registrant, or unless they hold 10% or more of the Registrant’s
share capital outstanding. This determination is not necessarily a
conclusive determination for other purposes.
As of May 4, 2022, there were 164,684,163 shares of the
Registrant's share capital outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2022 Annual
Meeting of Shareholders are incorporated herein by reference in
Part III of this Annual Report on Form 10-K to the extent stated
herein.
TABLE OF CONTENTS
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Page |
Part I |
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Part II |
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Part III |
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Part IV |
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In this document, unless otherwise indicated, references to the
"Company," "Logitech," "we," "our," and "us" are to Logitech
International S.A. and its consolidated subsidiaries. Unless
otherwise specified, all references to U.S. Dollar, Dollar or $ are
to the United States Dollar, the legal currency of the United
States of America. All references to CHF are to the Swiss Franc,
the legal currency of Switzerland.
Logitech, the Logitech logo, and the Logitech products referred to
herein are either the trademarks or the registered trademarks of
Logitech. All other trademarks are the property of their respective
owners.
The Company's fiscal year ends on March 31. Interim quarters
are generally thirteen-week periods, each ending on a Friday. For
purposes of presentation, the Company has indicated its quarterly
periods end on the last day of the calendar quarter.
The term “Sales” means net sales, except as otherwise
specified.
All references to our websites are intended to be inactive textual
references only, and the content of such websites do not constitute
a part of and are not intended to be incorporated by reference into
this Annual Report on Form 10-K.
Logitech International S.A. | Fiscal 2022 Form 10-K |
1
FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on beliefs
of our management as of the filing date of this Annual Report on
Form 10-K. These forward-looking statements include, among
other things, statements related to:
•Our
strategy for growth, future revenues, earnings, cash flow, uses of
cash and other measures of financial performance, and market
position;
•Our
business strategy and investment priorities in relation to
competitive offerings and evolving consumer demand trends affecting
our products and markets, worldwide economic and capital market
conditions, fluctuations in currency exchange rates, and current
and future general regional economic conditions for fiscal year
2023 and beyond;
•The
scope, nature or impact of acquisition, strategic alliance, and
divestiture activities and restructuring of our organizational
structure;
•Our
expectations regarding the success of our strategic acquisitions,
including integration of acquired operations, products, technology,
internal controls, personnel and management teams;
•Our
expectations regarding our effective tax rate, future tax benefits,
tax settlements, the adequacy of our provisions for uncertain tax
positions;
•Our
expectations regarding our potential indemnification obligations,
and the outcome of pending or future legal proceedings and tax
audits;
•Our
business and product plans and development and product innovation
and their impact on future operating results and anticipated
operating costs for fiscal year 2023 and beyond;
•Opportunities
for growth and our ability to execute on and take advantage of
them, market opportunities and marketing initiatives and strategy
and our expectations regarding the success thereof;
•Potential
tariffs, their effects and our ability to mitigate their
effects;
•Capital
investments and research and development;
•Our
expectations regarding our share repurchase and dividend
programs;
•The
sufficiency of our cash and cash equivalents, cash generated from
operations, and available borrowings under our bank lines of credit
to fund capital expenditures and working capital
needs;
•The
effects of environmental and other laws and regulations in the
United States and other countries in which we operate;
and
•The
impact of global events, such as the coronavirus ("COVID-19")
pandemic and Russia’s invasion of Ukraine, and any associated
economic downturn and impacts to our business and future operating
and financial performance.
Forward-looking statements also include, among others, those
statements including the words "anticipate," "believe," "could,"
"estimate," "expect," "forecast," "intend," "may," "plan,"
"project," "predict," "should," "will" and similar language. These
statements reflect our views and assumptions as of the date of this
Annual Report on Form 10-K. All forward-looking statements
involve risks and uncertainties that could cause our actual
performance to differ materially from those anticipated in the
forward-looking statements depending on a variety of factors.
Important information as to these factors can be found in this
Annual Report on Form 10-K under the headings of “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations,” “Overview,” “Critical Accounting Estimates” and
“Liquidity and Capital Resources,” among others. Factors that might
cause or contribute to such differences include, but are not
limited to, those discussed under Item 1A "Risk Factors," as
well as elsewhere in this Annual Report on Form 10-K and in
our other filings with the U.S. Securities and Exchange Commission,
or "SEC." You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
Annual Report on Form 10-K. We undertake no obligation to
publicly release any revisions to the forward-looking statements or
reflect events or circumstances after the date of this
document.
Logitech International S.A. | Fiscal 2022 Form 10-K |
2
PART I
ITEM 1. BUSINESS
Company Overview
Logitech is a world leader in designing, manufacturing and
marketing products that help connect people to digital and cloud
experiences. Forty years ago, Logitech created products to improve
experiences around the personal computer ("PC") platform, and today
it is a multi-brand, multi-category company designing products that
enable people to pursue their passions and connect to the
world. Logitech’s products align with several large secular
trends including work and learn from anywhere, video everywhere,
the increasing popularity of gaming as a spectator and participant
sport, and the democratization of content creation. Logitech's
brands include Logitech, Logitech G, ASTRO Gaming, Streamlabs, Blue
Microphones and Ultimate Ears. Our Company's website is
www.logitech.com.
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 Hautemorges,
Switzerland, which conducts its business through subsidiaries in
the Americas (including North and South America), EMEA (Europe,
Middle East, Africa) and Asia Pacific (including, among other
countries, China, Taiwan, Japan, India and Australia). Shares of
Logitech International S.A. are listed on both the SIX Swiss
Exchange, under the trading symbol LOGN, and the Nasdaq Global
Select Market, under the trading symbol LOGI. References in this
Annual Report on Form 10-K to the "Company," "Logitech," "we,"
"our," and "us" refer to Logitech International S.A. and its
consolidated subsidiaries.
We operate in a single operating segment: Peripherals. For more
information, see Note 15 - Segment Information in our Notes to
consolidated financial statements included in this Annual Report on
Form 10-K. Our products primarily participate in four large
markets: Creativity & Productivity, Gaming, Video Collaboration
and Music. We sell our products to a broad network of domestic and
international customers, including direct sales to retailers and
e-tailers, enterprise customers and consumers, and indirect sales
through distributors. Our worldwide channel network includes
consumer electronics distributors, retailers, e-tailers, mass
merchandisers, specialty stores, computer and telecommunications
stores, value-added resellers and online merchants.
From time to time, we may seek to partner with or acquire, when
appropriate, companies that have products, personnel, and
technologies that complement our strategic direction. For more
information, see Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations and Note 3—Business
Acquisitions in our Notes to consolidated financial
statements.
Industry Overview
Historically, Logitech's business has been driven by the same
trends that drove the adoption of desktop and laptop PCs for
consumers and businesses, including the growth in affordable
processing power, communications bandwidth, the increased
accessibility of digital content, and the growing and pervasive use
of the Internet for productivity, communication and entertainment.
More recently, the increase in remote and hybrid work and learning,
the expansion of video everywhere, the rise in gaming as a
participant and spectator sport and the growth in streamers and
creators fueled by the democratization of content creation have
created multiple opportunities for Logitech to drive greater
interaction and engagement between people and digital
content.
In the past few years, new PC shipments have steadily increased
and, combined with increased interest in smaller, mobile computing
devices (such as smartphones and tablets), the market for PC
peripherals has greatly expanded. We see opportunities within the
large installed base of PCs, created by consumers' desire to
refresh their current PC experiences with new peripherals, as well
as new trends developing within the connected device ecosystems. In
addition, the adoption of hybrid work has increased the number of
new workspaces, thereby creating expanded opportunities to attach
multiple peripherals. Consumers are also enhancing their tablet
experience with a range of keyboards and cases that enable them to
create, consume and do more with their tablets conveniently and
comfortably. The recent shift toward remote and hybrid learning
environments has also expanded the addressable education market for
tablet keyboards and cases, as well as for other PC
peripherals.
Growing adoption of cloud-based experiences in gaming, video and
music has also increased our addressable market opportunities. More
and more consumers today interact with cloud-based content
platforms, such as Steam and Twitch for gaming, or Zoom and
Microsoft Teams for video collaboration. Logitech offers
peripherals and accessories to enhance the use of such cloud-based
content platforms.
Logitech International S.A. | Fiscal 2022 Form 10-K |
3
In the gaming market, the rapid rise of esports and the growth of
live streamers on platforms such as Twitch and broadcasters on
platforms such as YouTube continue to drive growth. We
leverage our deep research and development ("R&D") capabilities
in the area of PC peripherals that include Pointing Devices,
Keyboards & Combos and PC Webcams, to develop industry-leading
gaming gear that enhances consumers' overall gaming experience and
performance. As consumers increasingly watch various esports
tournaments or other gaming broadcasts on cloud-based platforms
such as Twitch, the gaming industry is becoming both a source of
entertainment and participation by mainstream consumers. We
sponsor and work closely with esports athletes to improve our brand
and the quality and functionality of our gaming products. We
also offer gaming peripherals that enhance the experience of more
casual gamers.
The adoption of video everywhere - in large and small conference
rooms and at home -- is a continuing trend that has accelerated
during the COVID-19 pandemic. The video communication industry
continues to make progress toward a vision in which people can
conduct a video call from any of a variety of platforms -
video-enabled rooms, PCs, laptops and mobile devices such as
tablets and smartphones - to any other platform. This trend to
embrace cloud video conferencing by businesses and institutions
and, in particular, the growing adoption of remote work, learning,
and telemedicine, is driving sales of our Video Collaboration
category and offers a long-term growth opportunity for Logitech.
For businesses and institutions, video conferencing is increasingly
substituted for travel, because of high travel costs as well as the
productivity gain that can be achieved by a high-quality,
face-to-face meeting that does not require travel away from the
office. For some schools, remote learning has become a
complementary or, in some cases, an alternative way to educate
students. Further, with the increased availability of high Internet
bandwidth, video conferencing is becoming a key component of
Unified Communications, which is the integration of communications
solutions such as voicemail, e-mail, chat, presentation sharing and
live video meetings. The market opportunity to provide innovative,
affordable, and easy-to-use video collaboration products to the
millions of small- medium- and large-sized meeting rooms lacking
video is substantial, and we are well-positioned to take advantage
of that opportunity.
Cloud-based music services have experienced growth across the
industry, fueled by smartphones, tablets, and other connected
devices. Consumers are optimizing their audio experiences on their
tablets and smartphones with a variety of music peripherals
including wireless mobile speakers and in-ear and other headphones.
Within the music category, the market for mobile speakers has
matured and the integration of personal voice assistants has
increased competition in the speaker category. Consumers are
increasingly listening with wireless earphones while they undertake
activities such as sports and fitness. The innovation in truly
wireless headphones has led to industry growth in revenue, which
highlights a growth opportunity for Logitech. In addition,
consumers are increasingly streaming and broadcasting using
microphones and other peripherals which also expands our
opportunities.
Business Strategy
Logitech's foundation for future growth is built on five core
capabilities that apply to all of our product
categories:
•Design;
•Engineering;
•Go-to-market;
•Marketing;
and
•Operations.
Design
In the past few years, Logitech has strengthened its design
capabilities by building a world-class team of internal designers.
Our designs have an everyday place in people’s lives, connecting
them to the digital experiences they care about. These products
have been earning prestigious design awards - 202 design awards
during the past three fiscal years - and enthusiastic reviews in
the media. This is one indication that Logitech’s strategic aim to
become a design company is working. During fiscal year 2022, we won
50 design awards. As Logitech establishes itself as a design
company, design thinking and culture are used as a strategic and
cultural differentiator. Design also helps to reduce product costs
through increased collaboration between our design, engineering and
manufacturing teams. Our key design centers are in Switzerland,
Ireland, the United States, and Taiwan.
Logitech International S.A. | Fiscal 2022 Form 10-K |
4
Engineering
Our decades-long expertise in key engineering disciplines such as
sensors, acoustics, optics, wireless, and power management is a
core competitive advantage of Logitech. Furthermore, we continue to
extend our engineering capabilities into more advanced technologies
such as software, apps, cloud, data analytics, machine learning and
some core building blocks of navigation and tracking in augmented
reality ("AR") / virtual reality ("VR"). Our engineering team has
expertise in developing products for a broad array of platforms
such as PCs, mobile and personal voice assistants (such as Amazon
Alexa and Google Assistant). These engineering capabilities
combined with our award-winning design team form the basis of
Logitech's key innovation engine.
Go-To-Market
Over the past 30-plus years, Logitech has built an extensive global
go-to-market network that can be leveraged as we introduce new
products, enter new market categories and optimize the value of our
existing products and product categories. We have multiple
opportunities to drive growth - existing products in existing and
new retailers, and e-tailers as well as new products in existing
and new retailers and e-tailers. Beyond online and offline retail
and distribution channels, we have also strengthened other
commercial channels. As we increase our investments in Video
Collaboration, we are also expanding our enterprise sales coverage
through our sales force as well as various channel partners. And
with expansions into new channels, there are numerous cross-selling
opportunities across our broad product portfolio. We have
established Logitech as a neutral technology supplier that can work
with a variety of leading technology vendors and platforms as well
as provide connections among their products and
ecosystems.
Marketing
As Logitech continues to expand into multiple categories, we are
focusing on enhancing our marketing capabilities around brand
strategy and execution, digital marketing, and marketing
technology. With our products and designs as a foundation, we are
building in consumer-centricity and demonstrating the relevancy of
our products in the lives of our consumers. We are increasing our
brand marketing investments to drive greater brand awareness and
consideration, delivering advertising campaigns across our brand,
our categories, and our products, which enables us to drive brand
value and pivot from a push model to a demand generating pull
model. Most of the marketing and creative efforts that were once
outsourced to outside marketing agencies are now executed through
our internal teams from concept to execution, which improves speed
and cost efficiency. We are increasing our leverage of digital
media channels and programs, and building relationships with
creators to drive brand engagement and purchase across B2B and B2C.
We are also increasing our focus on marketing analytics and
platforms to improve our understanding of marketing investments and
to maximize our return on investment. Additionally, we are making
investments to upgrade and expand all aspects of our marketing
technology infrastructure, including the re-platforming of our
websites to support the global expansion of our brands across
countries, enabling direct relationships with our consumers and
customers and building the foundation for the acceleration of more
personalized consumer communication and commerce.
Operations
Logitech’s operations capability consists of a hybrid model of
in-house manufacturing and third-party contract manufacturers,
which allows us to effectively respond to rapidly changing demand
and leverage economies of scale. Our supply chain’s extensive
global reach, key distribution channels, adoption of factory
automation and strategic business relationships combined with
extensive analytic modeling expertise, optimization tools and
global processes provide a competitive advantage against many of
our competitors.
Products
Logitech designs, manufactures and markets products that allow
people to connect through computing, gaming, video, music, and
other digital platforms. The large majority of our revenue has
historically been derived from sales of our products for use by
consumers while more recently we have experienced growth in sales
of our products to enterprise customers.
Creativity & Productivity
Pointing Devices:
Logitech offers a variety of pointing devices. Some of our key
products in this category include:
Logitech International S.A. | Fiscal 2022 Form 10-K |
5
•The
Logitech MX Master 3 and MX Anywhere 3 wireless mice, our flagship
wireless mouse products. Enabled with Logitech Flow cross-computer
control software, these products represent the new paradigm for
precise, fast, comfortable cross-computer digital
navigation.
•The
Logitech Wireless Mouse M325, which offers micro-precise scrolling,
an 18-month battery life and comfortable design.
•The
Logitech Wireless Mouse M185, a wireless mouse with nano receiver
technology that is compatible with any computer.
•The
Logitech Pebble Mouse, a wireless mobility mouse with dual
connectivity (BT and unifying nano technology) that is compatible
with any computer.
•Two
recently introduced mice, Logitech Signature Wireless Mouse M650
with Bolt wireless connectivity and the new smart wheel in multiple
sizes (large, medium and left hand), and Pop Mouse for younger
generations that offers more style at the desk.
Keyboards & Combos:
Logitech offers a variety of corded and cordless keyboards, living
room keyboards, and combos (keyboard-and-mouse combinations). Some
of our key products in this category include:
•The
Logitech Wireless Combo MK270, a full-size keyboard and mouse
combination with a tiny USB receiver.
•The
Logitech MX Keys Wireless keyboard, a premium backlit keyboard with
customizable keys to directly access menus and shortcuts within
leading creativity and productivity apps. We recently added the MX
Keys mini wireless keyboard ideal for smaller spaces and
creators.
•The
Logitech K380 wireless minimalist keyboard with multi-switch
functionality to easily navigate from one screen to another (from
PC to Phone to tablets) that is compatible with any
computer.
PC Webcams:
Our PC Webcams category comprises webcams targeted primarily at
video conferencing users purchasing for individual use. A key
market driver includes people upgrading their work-from-home video
conferencing setup. The Logitech HD Pro Webcam C920 and C922 were
our key products in this category during fiscal year
2022.
Tablet & Other Accessories:
Our Tablet & Other Accessories category includes keyboards for
tablets and smartphones as well as other accessories for mobile
devices. These products are mostly for iPads but are also for
select Samsung and other Android tablets. Some of our key products
in this category include:
•The
Combo Touch for the iPad 9th Generation, iPad Air, iPad Pro 11 and
iPad Pro 12.9, is our newest design offering a Smart Connected
backlit full-size keyboard, any-angle kickstand for flexible
viewing angles and a trackpad for gestures, clicks and
navigation.
•The
Rugged Folio Keyboard for the iPad 9th Generation, bringing a more
protective rugged folio, with a wipeable fabric keyboard, a rugged
and protective holder and an any-angle kickstand to allow multiple
viewing angles. The Rugged Folio uses Smart Connector technology to
connect to the iPad seamlessly, with no need for batteries or
bluetooth pairing.
•The
Logitech Slim Folio Keyboard for the iPad Pro 11 and 12.9, bringing
a bluetooth backlit keyboard with a folio design for optimal
working and viewing angle, light front and back protection and an
Apple Pencil holder. The Logitech Slim Folio Keyboard for the 9th
generation iPad for a light protection folio with a bluetooth
keyboard.
•The
Rugged Combo Keyboard and Rugged Combo Touch, Made for Education
are designed to provide the best keyboard and touchpad experience
for the iPad Entry 9th generation in classrooms or at home,
featuring drop protection, secure sealed keyboard and any angle
viewing.
Gaming
Logitech G provides gamers of all levels with industry-leading
keyboards, mice, headsets and simulation products such as steering
wheels
and flight sticks, incorporating innovative design and advanced
technologies.
Some of our key products in this category include:
•The
Logitech G915 LIGHTSPEED Wireless, RGB Mechanical Gaming Keyboard
which features high-performance low-profile mechanical switches
that provide all the speed, accuracy and performance of traditional
switches, at half the height.
Logitech International S.A. | Fiscal 2022 Form 10-K |
6
•The
Logitech G PRO X Superlight Wireless Gaming Mouse that was designed
in collaboration with the world's top esports professionals,
features our LIGHTSPEEDTM
professional grade wireless technology, and weighs less than 63
grams
•The
Logitech G923 Steering Wheel that works on PC, XBOX and
Playstation, and features a hand-stitched leather-wrapped rim,
stainless steel throttle, brake and clutch pedals and the exclusive
TRUEFORCE force feedback system that connects directly to in-game
physics for unprecedented realism.
•The
ASTRO A50 Wireless Headset and Base Station that targets the
discerning “prosumer” consumer, featuring integrated MixAmp
technology, Dolby® Digital surround sound and the ASTRO Command
Center Software system.
Video Collaboration
The Video Collaboration category includes Logitech’s
ConferenceCams, which combine enterprise-quality audio and high
definition ("HD") 4K video with affordability to bring video
conferencing to businesses of any size, as well as state of the art
webcams and headsets that turn any desktop into an instant
collaboration space. Our key products in this category
include:
•Logitech
Rally Bar, an all-in-one video bar purpose-built for midsize rooms,
featuring brilliant video, room-filling audio, and the flexibility
to deploy in PC or appliance mode.
•Logitech
Rally which offers best-in-class video conferencing with Ultra HD
4K video and professional audio that easily turns medium- to
large-sized conference rooms into video-enabled collaboration
rooms.
•Logitech
MeetUp which is Logitech’s premier ConferenceCam designed for
huddle rooms, with a room-capturing 120°
field of view ("FOV"),
4K optics and exceptional audio performance.
•Logitech
Tap touch-screen controller which connects to any computer via USB
and serves as an ideal controller for video conferencing room
solutions from Google®, Microsoft®, and Zoom.
•Logitech
BRIO which has 4K video, RightLight 3 and high dynamic range
("HDR") to improve challenging lighting, and Windows Hello facial
recognition support for secure login using just a user's
face.
Music
Mobile Speakers:
Our Mobile Speakers category is a portfolio of portable wireless
Bluetooth and Wi-Fi connected speakers for music on the go. The top
revenue-generating product in our Mobile Speakers category during
fiscal year 2022 was Ultimate Ears BOOM 3 ("BOOM3"), our small
sized ruggedized portable Bluetooth wireless speaker. During fiscal
year 2022, our collection of portable bluetooth speakers included,
WONDERBOOM2, BOOM3, MEGABOOM, MEGABOOM3, and our largest most
powerful speaker HYPERBOOM that delivers the loudest and most rich
audio performance in the portfolio.
Audio & Wearables:
Our Audio & Wearables category comprises PC speakers, PC
headsets, in-ear headphones, premium wireless audio wearables
designed to enhance the audio experience and studio-quality Blue
Microphones for professionals and consumers. In the third quarter
of fiscal year 2022, we made a decision to cease future product
launches under the Jaybird brand, but plan to continue developing
custom in-ear and fit wireless audio products such as Ultimate Ears
Fits.
Our Blue Microphones product line has a 25-year legacy of
innovative design and premium performance across both professional
and consumer markets. Blue Microphones offers a range of audio
tools for recording or broadcasting applications, from YouTube and
podcast production to music and gaming. Examples of products in the
Blue Microphones lineup include:
•Yeti:
A premium USB microphone for game streaming, podcasting, YouTube,
Skype/VoIP and music. With its proprietary 3-capsule array, it
delivers astounding details and presence and includes four
recording patterns (cardioid, omni, bi-directional and stereo) for
versatility.
•Yeti
Nano: A premium USB microphone with broadcast sound quality in a
more compact format. Dual capsule design enables cardioid and omni
patterns.
•Yeti
X: The next generation of Yeti, featuring a new proprietary
4-capsule array, fully digital architecture that is compatible with
Blue Sherpa control software and Logi-G G-Hub gaming software, and
Blue VO!CE, a new software application that allows the user to
control and manipulate the sound of their voice through the
microphone.
Logitech International S.A. | Fiscal 2022 Form 10-K |
7
Smart Home
In the fourth quarter of fiscal year 2021, we made the decision to
discontinue manufacturing and selling our Harmony line of advanced
home entertainment controllers as the way people consume content
has shifted to streaming services across multiple screens. Fiscal
year 2022 included sales of remaining Harmony products in
inventory. We continue to sell our Circle home security cameras
within the Smart Home product category.
Research and Development
We recognize that continued investment in product research and
development is critical to facilitate innovation of new and
improved products, technologies and experiences. Our research and
development expenses for fiscal years 2022, 2021 and 2020 were
$291.8 million, $226.0 million and $177.6 million, respectively. We
expect to continue to devote significant resources to research and
development, including devices for digital platforms, video
communications, wireless technologies, power management, and user
interfaces to sustain our competitive position.
Sales and Distribution
Principal Markets
Sales by geographic region (based on customers' location) for
fiscal years 2022, 2021 and 2020 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
2022 |
|
2021 |
|
2020 |
|
|
|
Americas |
|
$ |
2,317,941 |
|
|
$ |
2,206,552 |
|
|
$ |
1,286,527 |
|
EMEA |
|
1,724,027 |
|
|
1,735,682 |
|
|
941,211 |
|
Asia Pacific |
|
1,439,133 |
|
|
1,310,045 |
|
|
748,113 |
|
Total Sales |
|
$ |
5,481,101 |
|
|
$ |
5,252,279 |
|
|
$ |
2,975,851 |
|
Revenues from sales to customers in Switzerland, our home domicile,
represented 3%, 3% and 4% of our sales in fiscal years 2022, 2021
and 2020, respectively. In fiscal years 2022, 2021 and 2020,
revenues from sales to customers in the United States represented
34%, 35% and 36% of our sales, respectively. In fiscal years 2022,
2021 and 2020, revenues from sales to customers in Germany
represented 15%, 16% and 15% of our sales, respectively. Revenues
from sales to customers in China represented 10% of our sales for
fiscal year 2022. No other country represented more than 10% of our
sales for fiscal years 2022, 2021 or 2020.
Sales and Distribution
Our sales and marketing activities are organized into three
geographic regions: the Americas (North and South America), EMEA
(Europe, Middle East, Africa) and Asia Pacific (China, Japan,
Australia, Taiwan, India and other countries).
We sell our products primarily to a network of distributors,
retailers and e-tailers. We support these channels with our
direct sales force and third-party distribution centers located in
North America, South America, Europe and Asia Pacific.
Our distributor customers typically resell products to retailers,
value-added resellers, systems integrators and other distributors
with whom Logitech does not have a direct
relationship.
Logitech's products can be purchased in a number of major retail
chains, where we typically have access to significant shelf space.
In addition, Logitech products can be purchased online either
directly or indirectly from Logitech.com or through e-tailers, the
websites of our major retail chains, and others. Logitech products
are also carried by business-to-business direct market
resellers.
In fiscal years 2022, 2021 and 2020, Amazon Inc. and its
affiliated entities together accounted for 17%, 13% and 14% of our
gross sales, respectively. In fiscal years 2022, 2021 and 2020,
Ingram Micro Inc. and its affiliated entities together
accounted for 15%, 14% and 12% of our gross sales, respectively.
Two of our customers merged during fiscal year 2022 and the
combined company, TD Synnex, accounted for 14% of our gross sales
for fiscal year 2022. No other customer individually accounted for
more than 10% of our gross sales during fiscal years 2022, 2021 or
2020.
Logitech International S.A. | Fiscal 2022 Form 10-K |
8
Customer Service and Technical Support
Our customer service organization provides user technical support,
support related to product inquiry, and order support. We support
these customer service functions with two outsourced operations
that have support centers located in China, South Korea, India, the
Philippines, Mexico, the United States, Bulgaria, Canada, Japan and
the United Kingdom. Our customer service and technical personnel in
each of our regions provide support services to retail purchasers
of products through telephone, e-mail, forums, chat, and the
Logitech Support website. For some of our brands, dedicated support
websites, dedicated internal support teams and channels are
available. To improve our customers' experience and operate
efficiently, we use technology to facilitate chatbot interactions,
enable self-help and apply Artificial Intelligence to optimize
support searches. Logitech provides warranties on our branded
products that range from one to five years. For our Video
Collaboration category, we also work with channel partners to offer
bundled support services with Logitech Video Collaboration
solutions.
In Korea and China, there are multiple locations where consumers
may obtain service for their Logitech products. These locations are
managed by third-party logistics providers. Consumers who have
purchased Logitech products can visit these locations for product
inspection, testing and return or exchange of products. Within
China, there is also a mail-in center to provide these services for
more remote locations in China.
Manufacturing
Logitech's manufacturing operations consist principally of final
assembly and testing. Since 1994, we have had our own manufacturing
operations in Suzhou, China, which currently handles approximately
half of our total production of products. We continue to focus on
ensuring the efficiency of the Suzhou facilities, through the
implementation of quality management, automation, process
improvements, and employee involvement programs. We outsource the
remaining production to contract manufacturers and original design
manufacturers located in Asia. Both our in-house and outsourced
manufacturing operations are managed by our worldwide operations
group. The worldwide operations group also supports the business
units and marketing and sales organizations through the management
of distribution centers and the supply chain and logistics
networks.
New product launches, process engineering, commodities management,
logistics, quality assurance, operations management and management
of Logitech's contract manufacturers occur in China, Taiwan, Hong
Kong, Malaysia, and Vietnam. Certain components are manufactured to
Logitech's specifications by vendors in Asia, the United States,
and Europe. We also use contract manufacturers to supplement
internal capacity and to reduce volatility in production volumes.
In addition, some products, including most keyboards, certain
gaming devices and certain audio products are manufactured by
contract manufacturers to Logitech's specifications.
Our hybrid model of in-house manufacturing and contract
manufacturers allows us to effectively respond to rapidly changing
demand and leverage economies of scale. Through our high-volume
manufacturing operations located in Suzhou, China, we believe we
have been able to maintain strong quality process controls and have
realized significant cost efficiencies. Our Suzhou operation
provides for increased production capacity, manufacturing know-how,
IP protection and greater flexibility in responding to product
demand. Further, by outsourcing the manufacturing of certain
products, we seek to reduce volatility in production volumes as
well as improve time to market.
Competition
Our product categories are characterized by large, well-financed
competitors, short product life cycles, continual performance
enhancements, and rapid adoption of technological and product
advancements by competitors in our retail markets. We have
experienced aggressive price competition and other promotional
activities from our primary competitors and less-established
brands, including brands owned by some retail customers known as
house brands. We may also encounter more competition if any of our
competitors in one or more categories decide to enter other
categories in which we currently operate.
As we target opportunities in new categories and markets and as
some of our product categories demonstrate growth, we are
confronting new competitors, many of which may have more experience
in the categories or markets and have greater marketing resources
and brand name recognition than we have. In addition, because of
the continuing convergence of the markets for computing devices and
consumer electronics, we expect greater competition in the future
from well-established consumer electronics companies in our
developing categories, as well as future ones we might enter. Many
of these companies have greater financial, technical, sales,
marketing, and other resources than we have.
Logitech International S.A. | Fiscal 2022 Form 10-K |
9
We expect continued competitive pressure in our business, including
in the terms and conditions that our competitors offer customers,
which may be more favorable than our terms and conditions and may
require us to take actions to increase our customer incentive
programs, which could impact our sales and operating
margins.
Creativity and Productivity
Pointing Devices:
Apple Inc. ("Apple"), Microsoft Corporation ("Microsoft"), Lenovo
Group Ltd (“Lenovo”) and HP Inc. are our main competitors
worldwide. We also experience competition and pricing pressure from
less-established brands, including house brands and local
competitors in Asian markets, such as Elecom Co., Ltd., Buffalo
Inc., Shenzhen Rapoo Technology Co., Ltd. (“Shenzhen Rapoo”), and
Xiaomi Corporation.
Keyboards & Combos:
Microsoft and Apple are the main competitors in our PC keyboard and
combo product lines. We also experience competition and pricing
pressure for corded and cordless keyboards and combos from
less-established brands, including house brands and local
competitors in Asian markets, such as Shenzhen Rapoo, IKBC, and
Xiaomi Corporation.
PC Webcams:
Our primary competitors for PC webcams are Microsoft and other
manufacturers taking smaller market share such as Razer Inc
("Razer").
Tablet & Other Accessories:
Competitors in the tablet keyboard market are Apple, Zagg Inc.,
Kensington Computer Products Group, Belkin International, Inc.,
Targus Corporation and other less-established brands. Although we
are one of the leaders in the tablet keyboard market and continue
to bring innovative offerings to the market, we expect the
competition may increase. Competitors in the tablet case market
include Apple, Otter Products LLC, Speck Products and a large
number of smaller brands.
Gaming
Competitors for our Gaming products include Razer, Corsair Gaming,
Inc., SteelSeries, Turtle Beach Corporation and HyperX (acquired by
HP Inc. in 2021), among others.
Video Collaboration
Our competitors for Video Collaboration products include Cisco
Systems, Inc., Poly, Inc. ("Poly"), GN Netcom/Jabra, AVer
Information Inc., Neat and Yealink (Xiamen) Network Technology
Co.Ltd, among others.
Music
Mobile Speakers:
Our competitors for Bluetooth wireless speakers include Bose
Corporation ("Bose"), Harman International Industries, Inc (owned
by Samsung Electronics Co., Ltd., Harman owns JBL and has Harman
Kardon as a division), and Beats Electronics LLC ("Beats") (owned
by Apple), among others. Harman is our largest competitor. Personal
voice assistants and other devices that offer music, such as Sonos,
Amazon's Echo, Google Home (owned by Alphabet, Inc.) and Apple
HomePod, also compete with our products. Amazon is also a
significant customer of our products.
Audio & Wearables:
For PC speakers, our competitors include Bose, Cyber Acoustics,
LLC, Philips Consumer Lifestyle (a division of Royal Philips),
Creative Labs, Inc., among others.
For PC headsets, our main competitors include Poly and GN Netcom,
among others. In-ear headphones competitors include Beats, Bose,
Apple, Sony Corporation ("Sony"), JBL and Sennheiser, among
others.
Our competitors for Blue Microphones products include Rode
Microphones LLC, Audio Technica Corporation, Samson Technologies
Corp., Shure Incorporated, Razer and Apogee Electronics Corp.,
among others.
Intellectual Property and Proprietary Rights
Intellectual property rights that apply to Logitech's products and
services include patents, trademarks, copyrights, and trade
secrets.
We hold various United States patents and pending applications,
together with corresponding patents and pending applications from
other countries. While we believe that patent protection is
important, we also believe that patents are of less competitive
significance than factors such as technological innovation, ease of
use, and quality design. No single patent is in itself essential to
Logitech as a whole. From time to time, we receive claims that we
may be infringing on patents or other intellectual property rights
of others. As appropriate, claims are referred to
Logitech International S.A. | Fiscal 2022 Form 10-K |
10
legal counsel, and current claims are in various stages of
evaluation and negotiation. If necessary or desirable, we may seek
licenses for certain intellectual property rights. Refer also to
the discussion in Item 1A "Risk Factors—"We may be unable to
protect our proprietary rights. Unauthorized use of our technology
may result in the development of products that compete with our
products." and "Claims by others that we infringe their proprietary
technology could adversely affect our business."
To distinguish genuine Logitech products from competing products
and counterfeit products, Logitech has used, registered, or applied
to register certain trademarks and trade names in the United States
and other countries and jurisdictions. Logitech enforces its
trademark and trade name rights in the United States and other
countries. In addition, the software for Logitech's products and
services is entitled to copyright protection, and we generally
require our customers to obtain a software license before providing
them with that software. We also protect details about our products
and services as trade secrets through employee training, license
and non-disclosure agreements, technical measures and other
reasonable efforts to preserve confidentiality.
Material Government Regulations
We conduct operations in a number of countries and we are subject
to a variety of laws and regulations which vary from country to
country. Such laws and regulations include, in addition to
environmental regulations described below, tax, import/export and
anti-corruption laws, varying accounting, auditing and financial
reporting standards, import or export restrictions or licensing
requirements, trade protection measures, custom duties, tariffs,
import or export duties, and other trade barriers, restrictions and
regulations.
While we incur increasing costs to comply with such other
government regulations, we do not believe that our compliance with
such requirements will have a material effect on our capital
expenditures, competitive position, consolidated results of
operations, earnings, or cash flows. Nonetheless, as discussed
below, we believe that certain environmental, social and governance
("ESG") regulations could potentially materially impact our
business.
For more information about such regulations and how they may impact
us, see "Risks Related to our Global Operations and Regulatory
Environment" and “We are subject to risks related to our
environmental, social and governance activities and disclosures” in
Item 1A "Risk Factors" and Note 7—Income Taxes in our Notes to
consolidated financial statements below.
Environmental Regulation
We are subject to environmental regulations in a number of
jurisdictions, including the following regulations:
Targeted Substances.
Our operations are subject to regulation under various federal,
state, local and foreign laws concerning the environment, including
laws addressing the discharge of pollutants into the air and water,
the management and disposal of hazardous substances and wastes, and
the cleanup of contaminated sites. We could incur costs, including
cleanup costs, fines and civil or criminal sanctions, and
third-party damage or personal injury claims, if we were to violate
or become liable under environmental laws.
Our products are subject to various federal, state, local and
foreign laws governing chemical substances in products and their
safe use, including laws regulating the manufacture and
distribution of chemical substances and laws restricting the
presence of certain substances in electronics
products.
Stewardship:
In Europe, Logitech products are regulated by a number of
end-of-life stewardship directives including the Waste Electrical
and Electronic Equipment (“WEEE”) Directive, the Packaging
Directive and the Battery Directive, which require producers of
electrical goods, packaging, and batteries to finance the
collection, recycling, treatment and disposal of relevant products.
Similar legislation exists in many countries
worldwide.
Conflict Minerals:
Sourcing of certain metals is regulated under the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, specifically
Section 1502, which addresses the use of "Conflict Minerals" in the
supply chain. Similar legislation is emerging in other countries
worldwide. We have established systems which facilitate our
compliance with the sourcing, traceability and reporting
obligations and the reporting requirements of this Act aligned with
guidelines published by the Securities and Exchange Commission. As
a member of the Responsible Business Alliance (“RBA”) and the
Responsible Minerals Initiative, we participate in the
industry-wide Conflict-Free Sourcing Initiative and its Responsible
Minerals Assessment Program (“RMAP”). The RMAP standards are
developed to meet the requirements of the OECD Due Diligence
Guidance, the Regulation (EU) 2017/821 of the European Parliament
and the U.S. Dodd-Frank Wall Street Reform and Consumer Protection
Act.
Logitech International S.A. | Fiscal 2022 Form 10-K |
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Modern Slavery:
Our commitment to combat slavery and human trafficking is
underpinned by the Transparency in Supply Chain Act of 2010 (S.B.
657), the United Kingdom Modern Slavery Act of 2015, the California
Transparency in Supply Chains Act of 2010, the Australian Modern
Slavery Act of 2018 and exiting or emerging similar legislation
worldwide. We utilize our adherence to the RBA code of conduct and
transparently report our programs to identify and eradicate slavery
and human trafficking in global supply chains.
Climate & Carbon:
Our operations, supply chain and products are not currently subject
to carbon pricing or other legally required carbon taxation or
penalties. We have made a voluntary adherence to the Paris Accord
international agreement for climate action and we have developed
and adopted the principle of Carbon Transparency to catalyze
reductions in our corporate carbon footprint, uptake of renewable
power and materials and our journey to net zero. With our annual
Sustainability Report and Carbon Disclosure Project reports, we
report progress, risks and opportunities around climate and
carbon.
Our operations, supply chain and our products are expected to
become increasingly subject to federal, state, local and foreign
laws, regulations and international treaties relating to climate
change, such as climate disclosure, carbon pricing or product
energy efficiency requirements, requiring us to comply or
potentially face market access limitations or other sanctions
including fines. We strive to continually improve the energy and
carbon efficiency of our operations, supply chain and product
portfolio. We are committed to carbon transparency through product
carbon footprint labeling and ensuring that the consumer is engaged
and aware of the impact of their purchase. We believe that this
consumer centric approach is fundamental in moving towards a more
sustainable future and we are collaborating with industry and
business groups to find and promote ways to achieve broader
adoption of this approach.
Energy:
Our products are subject to various federal, state, local and
foreign laws governing energy management or encouraging
manufacturers and importers to produce products designed to
minimize overall environmental impact.
The effects on Logitech's business of complying with these
environmental regulations currently are limited to the cost of
agency fees and testing, as well as the time required to obtain
agency approvals. There are also stewardship costs associated with
the end-of-life collection, recycling and recovery of Logitech
products, packaging and batteries where Logitech is recognized as
the steward and participates in relevant programs. The costs and
schedule requirements are industry requirements and therefore do
not represent an undue burden relative to Logitech's competitive
position. As regulations change, we will modify our products or
processes to address those changes.
Seasonality
Our product sales are typically seasonal. Sales are generally
highest during our third fiscal quarter (October to December)
primarily due to the increased consumer demand for our products
during the year-end holiday buying season and year-end spending by
enterprises. Cash flow is correspondingly lower in the first half
of our fiscal year as we typically build inventories in advance for
the third quarter and we pay an annual dividend following our
Annual General Meeting, which is typically in September. Due to the
timing of our new product introductions, which could occur at any
point during the fiscal year, we believe that year-over-year
comparisons are more indicative of variability in our results of
operations than the current quarter to prior quarter
comparisons.
Materials
We purchase certain products and key components used in our
products from a limited number of sources. If the supply of these
products or key components, such as micro-controllers and optical
sensors, were to be delayed or constrained, or more recently,
impacted by global shortages of semiconductor chips, or if one or
more of our single-source suppliers go out of business, we might be
unable to find a new supplier on acceptable terms, or at all, and
our shipments to our customers could be delayed, potentially
resulting in lost revenue, market presence and market share. In
addition, lead times for materials, components, and products
ordered by us or by our contract manufacturers can vary
significantly and depend on factors such as contract terms, demand
for a component, our ability to forecast product demand, and
supplier capacity. From time to time, we have experienced component
shortages and extended lead times on semiconductors, such as
micro-controllers and optical sensors, and base metals used in our
products. Shortages or interruptions in the supply of components or
subcontracted products, or our inability to procure these
components or products from alternate sources at acceptable prices
in a timely manner, could delay shipment of our products or
increase our production costs.
Logitech International S.A. | Fiscal 2022 Form 10-K |
12
Human Capital Resources
Employees
Our human capital resources include persons employed directly by us
or indirectly through contingent workforce arrangements. As of
March 31, 2022, we employed approximately
8,200 persons, of which approximately 3,000
were employed, directly and indirectly in our Suzhou manufacturing
operations. None of Logitech's U.S. direct employees are
represented by a labor union or are subject to a collective
bargaining agreement. Certain other countries, such as China,
provide by law for employee rights, which include requirements
similar to collective bargaining agreements. We believe that our
employee relations are good.
We rely on different programs and initiatives to support our goals.
Some of our key human capital management programs are summarized
below.
Diversity and Inclusion
We believe that reflecting the diverse world in which we live -
through our people and by fostering an inclusive culture - provides
us with the foundation needed to create experiences that enable all
people to pursue their passions, which is our corporate purpose.
Our direct employees are located across Americas, EMEA and
Asia-Pacific and bring a range of perspectives and skills to
Logitech. As of March 31, 2022, 44% of our office employees
were located in Asia-Pacific, 33% in the Americas, and 23% in EMEA.
As of March 31, 2022, females represented 37% of our global
office employees, 37% of our manufacturing workforce, and 34% were
in managerial roles. In the U.S., underrepresented minorities
(defined as Black or African American, Asian, Hispanic or Latino,
American Indian or Alaska Native, and Native Hawaiian or Other
Pacific Islander) represented 45% of our workforce, and 43% were in
managerial roles.
To foster a more inclusive environment, we offer training sessions
to emphasize awareness of self, bias and privilege, and inclusion.
In addition, to measure our employees’ satisfaction at Logitech, we
distribute a bi-annual employee engagement survey. Most recently,
we conducted a survey in December 2021, in which 83% of our global
office employees participated. As part of the survey, employees
provided weighted feedback on their experience at Logitech, on
measures such as happiness, retention and their perspective on our
current state of workplace inclusivity at Logitech.
Safety, Health and Well-being
We look to safeguard the safety, health and well-being of all
members of the Logitech team. We implement training and
communication programs across the business each year to ensure
employee awareness of the importance of health and safety
management and our key programs and provisions. To help us ensure
the safety, health and well-being of employees at our production
facility in Suzhou, China, we follow the RBA Code of Conduct and
have an Environmental, Health and Safety ("EHS") Management System
that is certified to ISO 14001 and ISO 45001. We implement the RBA
Code as a full supply chain initiative. Further, we operate an
audit and verification program to verify compliance with the RBA
code. We believe health and well-being are critical to our
employee’s personal and professional success and provide, in
addition to healthcare benefits, wellness tools, resources and
programs designed to help employees achieve good physical,
financial, emotional, intellectual and social
well-being.
Further, we have managed the continuing impact of COVID-19 under
the guidance of our Corporate Crisis Management Team and in
collaboration with our local site leaders and provide regular
updates to our board of directors on our actions. During 2021, most
of our offices have begun to reopen as and where permitted by local
regulations. We are regularly evaluating the local COVID-19
infection rate as a key metric for when we begin to gradually
reopen an office. To support our employees during the pandemic and
while offices were closed, we offered and continue to offer
additional benefits, including a partial internet reimbursement,
work-from-home equipment contribution, and increased flexibility in
our leave programs to support employees caring for children and
others.
Talent Acquisition and Development
Our geographic diversity gives Logitech an excellent foundation to
recruit diverse talent from around the world. We believe that the
entire talent process must be executed through a lens of equity and
inclusion. We provide learning and development tools and resources
to all our employees through our key programs. Our talent
development program includes a dedicated training center at our
production facility, a number of workshop-based,
Logitech International S.A. | Fiscal 2022 Form 10-K |
13
leadership development, mentorship, coaching career development and
team building programs that remain available remotely.
Information About Our Executive Officers.
The following sets forth certain information regarding our
executive officers as of
May 18, 2022:
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Name |
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Age |
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Nationality |
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Position |
Bracken Darrell |
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59 |
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U.S. |
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President and Chief Executive Officer |
Nate Olmstead |
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50 |
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U.S. |
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Chief Financial Officer |
Prakash Arunkundrum |
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47 |
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U.S. |
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Head of Global Operations & Sustainability |
Samantha Harnett |
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46 |
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U.S. |
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General Counsel and Corporate Secretary |
Bracken Darrell joined Logitech as President in April 2012 and
became Chief Executive Officer in January 2013. Prior to joining
Logitech, Mr. Darrell served as President of Whirlpool EMEA
and Executive Vice President of Whirlpool Corporation, a home
appliance manufacturer and marketing company, from January 2009 to
March 2012. Previously, Mr. Darrell had been Senior Vice
President, Operations of Whirlpool EMEA from May 2008 to January
2009. From 2002 to May 2008, Mr. Darrell was with the
Procter & Gamble Company ("P&G"), a consumer brand
company, most recently as the President of its Braun GmbH
subsidiary. Prior to rejoining P&G in 2002, Mr. Darrell
served in various executive and managerial positions with General
Electric Company from 1997 to 2002, with P&G from 1991 to 1997,
and with PepsiCo Inc. from 1987 to 1989. Mr. Darrell
holds a BA degree from Hendrix College and an MBA from Harvard
University.
Nate Olmstead joined Logitech in April 2019 as Vice President of
Business Finance and was appointed interim Chief Financial Officer
as of June 2019 and Chief Financial Officer as of July 2019. Prior
to joining Logitech, Mr. Olmstead served in various financial
management roles at Hewlett-Packard Company and Hewlett-Packard
Enterprise, a multinational information technology company, most
recently as the Vice President of Finance for Global Operations at
Hewlett-Packard Enterprise from June 2017 to March 2019. He
also served as Vice President of Finance, EG Global Supply Chain
and Quality from February 2015 to June 2017, Vice President of
Finance, HP Storage and HP Converged Systems from 2009 to February
2015, and Director, HP Investor Relations from 2006 to
2009. Mr. Olmstead holds a BA degree from Stanford University
and an MBA from Harvard University.
Prakash Arunkundrum is Logitech’s Head of Global Operations &
Sustainability, a position he has held since May 2018. He
joined Logitech in 2015 and held operations positions as Vice
President New Product Introductions & Strategic Initiatives
from August 2015 to July 2016 and Vice President Global Sourcing
and New Product Introductions from July 2016 to May 2018. Prior to
joining Logitech, Mr. Arunkundrum was a Principal at A.T. Kearney,
a global management consulting firm, from July 2014 to August 2015.
He also served as Director, Management Consulting at
PricewaterhouseCoopers, a multinational professional services
network of firms, from September 2011 to July 2014 and Principal at
PRTM Management Consultants LLC, a management consulting firm
acquired by PricewaterhouseCoopers, from March 2010 to September
2011. Prior to his management consulting roles, Mr. Arunkundrum
held several management positions at i2 Technologies, a supply
chain management company acquired by JDA Software, from March 2007
to February 2010. Early in his career, he held product management
positions at supply chain startups and i2 Technologies. Mr.
Arunkundrum holds a BTech degree in Chemical Engineering from
Central ElectroChemical Research Institute ("CECRI") in Karaikudi,
India and a Master of Science in Materials Engineering from
University of Maryland at College Park.
Samantha Harnett joined Logitech as General Counsel in June 2020.
Prior to joining Logitech, Ms. Harnett served in various legal and
management roles at Eventbrite, Inc., a global self-service
ticketing and experience technology platform, most recently as
Chief Legal and Operations Officer from October 2019 to June 2020.
While at Eventbrite, she also served as Senior Vice President,
General Counsel from May 2018 to October 2019 and Vice President,
General Counsel from November 2015 to May 2018. From March 2005 to
November 2015, Ms. Harnett served in various positions at
ZipRealty, Inc., a real estate technology and online brokerage
company, including most recently as General Counsel and Senior Vice
President of Business Development from October 2009 to November
2015. She also served as an associate at Wilson Sonsini Goodrich
and Rosati, P.C. Ms. Harnett currently serves on the board of
directors of GLAAD, a non-profit organization. Ms. Harnett holds a
BA degree from California State University, Chico and a JD from
Santa Clara University School of Law.
Logitech International S.A. | Fiscal 2022 Form 10-K |
14
Available Information
Our Investor Relations website is located at
https://ir.logitech.com. We post and maintain an archive of our
earnings and other press releases, current reports, annual and
quarterly reports, earnings release schedule, information regarding
annual general meetings, further information on corporate
governance, and other information regarding the Company on the
Investor Relations website. The information we post includes
filings we make with the SEC, including reports on Forms 10-K,
10-Q, 8-K, and our proxy statement related to our annual
shareholders' meeting and any amendments to those reports or
statements filed or furnished pursuant to U.S. securities laws or
Swiss laws. All such filings and information are available free of
charge on the website, and we make them available on the website as
soon as reasonably possible after we file or furnish them with the
SEC. The contents of these websites are not intended to be
incorporated by reference into this report or in any other report
or document we file and our references to these websites are
intended to be inactive textual references only.
In addition, Logitech publishes press releases upon the occurrence
of significant events within Logitech. Shareholders and members of
the public may elect to receive e-mails when Logitech issues press
releases upon the occurrence of significant events within Logitech
or other press releases by subscribing through
http://ir.logitech.com/alerts.cfm.
As a Swiss company traded on the SIX Swiss Exchange, and as a
company subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended, we file reports on
transactions in Logitech securities by members of Logitech's Board
of Directors and executive officers. The reports that we file with
the Securities and Exchange Commission on Forms 3, 4 and 5,
along with our other SEC filings, may be accessed on our website or
on the Securities and Exchange Commission's website at
http://www.sec.gov, and the reports we file that are published by
the SIX Swiss Exchange may be accessed at
http://www.six-exchange-regulation.com/obligations/management_transactions_en.html.
Logitech International S.A. | Fiscal 2022 Form 10-K |
15
ITEM 1A. RISK FACTORS
The risk factors summarized and disclosed below could adversely
affect our business, results of operations and financial condition,
and may cause volatility in the price of our shares. These are not
all the risks we face and other factors not presently known to us
or that we currently believe are immaterial may also affect our
business if they occur. See also the other information set forth in
this Annual Report on Form 10-K, including in Part I, Item 1
"Business," Part II, Item 7 "Management’s Discussion and Analysis
of Financial Condition and Results of Operations" and our
consolidated financial statements and the related
Notes.
Summary of Risk Factors
Risks Related to our Business
•If
we fail to innovate and develop new products in a timely and
cost-effective manner for our new and existing product categories,
our business and operating results could be adversely
affected.
•Our
future growth will depend on our diversified product growth
opportunities, and if we do not successfully execute on our growth
opportunities, or if our growth opportunities are more limited than
we expect, our operating results could be adversely
affected.
•We
purchase key components and products from a limited number of
sources, and our business and operating results could be adversely
affected if supply were delayed or constrained or if there were
shortages of required components.
•Our
principal manufacturing operations and third-party contract
manufacturers are located in China and Southeast Asia, which
exposes us to risks associated with doing business in that
geographic area as well as potential tariffs, adverse trade
regulations, adverse tax consequences and pressure to move or
diversify our manufacturing locations.
•If
we do not successfully coordinate the worldwide manufacturing and
distribution of our products, we could lose sales.
•If
we are not able to maintain and enhance our brands, or if our
brands or reputation are damaged, our reputation, business and
operating results could be adversely affected.
•If
we do not compete effectively, demand for our products could
decline and our business and operating results could be adversely
affected.
•The
full effect of the COVID-19 pandemic is still uncertain and cannot
be predicted, and could adversely affect our business, results of
operations and financial condition.
•We
rely on third parties to sell and distribute our products, and we
rely on their information to manage our business. Disruption of our
relationship with these channel partners, changes in or issues with
their business practices, their failure to provide timely and
accurate information, changes in distribution partners, practices
or models, conflicts among our channels of distribution, or failure
to build and scale our own sales force for certain product
categories and enterprise channel partners could adversely affect
our business, results of operations, operating cash flows and
financial condition.
•If
we do not accurately forecast market demand for our products, our
business and operating results could be adversely
affected.
•Our
business depends in part on access to third-party platforms or
technologies, and if the access is withdrawn, denied, or is not
available on terms acceptable to us, or if the platforms or
technologies change without notice to us, our business and
operating results could be adversely affected.
Logitech International S.A. | Fiscal 2022 Form 10-K |
16
•Our
success largely depends on our ability to hire, retain, integrate
and motivate sufficient numbers of qualified personnel, including
senior management. Our strategy and our ability to innovate, design
and produce new products, sell products, maintain operating margins
and control expenses depend on key personnel that may be difficult
to replace.
•As
we focus on growth opportunities, we are divesting or discontinuing
non-strategic product categories and pursuing strategic
acquisitions and investments, which could have an adverse impact on
our business.
•Product
quality issues could adversely affect our reputation, business and
operating results.
Risks Related to Global Nature of our Operations and Regulatory
Environment
•We
conduct operations in a number of countries and have invested
significantly in growing our sales and marketing activities in
China, and the effect of business, legal and political risks
associated with international operations could adversely affect
us.
•Changes
in trade policy and regulations in the United States and other
countries, including changes in trade agreements and the imposition
of tariffs and the resulting consequences, may have adverse impacts
on our business, results of operations and financial
condition.
•Our
financial performance is subject to risks associated with
fluctuations in currency exchange rates.
•We
are subject to risks related to our environmental, social and
governance activities and disclosures.
•As
a company operating in many markets and jurisdictions, expanding
into new growth categories, and engaging in acquisitions, and as a
Swiss, dual-listed company, we are subject to risks associated with
new, existing and potential future laws and
regulations.
•As
a result of changes in tax laws, treaties, rulings, regulations or
agreements, or their interpretation, of Switzerland or any other
country in which we operate, the loss of a major tax dispute or a
successful challenge to our operating structure, intercompany
pricing policies or the taxable presence of our key subsidiaries in
certain countries, or other factors, our effective income tax rates
may increase, which could adversely affect our net income and cash
flows.
Risks Related to Cyber Security, Privacy, and Intellectual
Property
•Significant
disruptions in, or breaches in security of, our websites or
information technology systems could adversely affect our
business.
•The
collection, storage, transmission, use and distribution of user
data could give rise to liabilities and additional costs of
operation as a result of laws, governmental regulation and risks of
data breaches and security incidents.
•Claims
by others that we infringe their proprietary technology could
adversely affect our business.
•We
may be unable to protect our proprietary rights. Unauthorized use
of our technology may result in the development of products that
compete with our products.
Risks Related to our Financial Results
•Our
operating results are difficult to predict and fluctuations in
results may cause volatility in the price of our
shares
Logitech International S.A. | Fiscal 2022 Form 10-K |
17
•Our
gross margins can vary significantly depending on multiple factors,
which can result in unanticipated fluctuations in our operating
results.
•We
cannot ensure that our current share repurchase program will be
fully utilized or that it will enhance long-term shareholder value.
Share repurchases may also increase the volatility of the trading
price of our shares. We similarly cannot ensure that we will
continue to increase our dividend payments or to pay dividends at
all. Share repurchases and dividends diminish our cash
reserves.
Risk Factors
Risks Related to our Business
If we fail to innovate and develop new products in a timely and
cost-effective manner for our new and existing product categories,
our business and operating results could be adversely
affected.
Our product categories are characterized by short product life
cycles, intense competition, frequent new product introductions,
rapidly changing technology, dynamic consumer demand and evolving
industry standards. As a result, we must continually innovate in
our new and existing product categories, introduce new products and
technologies, and enhance existing products in order to remain
competitive.
The success of our product portfolio depends on several factors,
including our ability to:
•Identify
new features, functionality and opportunities;
•Anticipate
technology, market trends and consumer preferences;
•Develop
innovative, high-quality, and reliable new products and
enhancements in a cost-effective and timely manner;
•Distinguish
our products from those of our competitors; and
•Offer
our products at prices and on terms that are attractive to our
customers and consumers.
If we do not execute on these factors successfully, products that
we introduce or technologies or standards that we adopt may not
gain widespread commercial acceptance, and our business and
operating results could suffer. In addition, if we do not continue
to differentiate our products through distinctive, technologically
advanced features, designs, and services that are appealing to our
customers and consumers, as well as continue to build and
strengthen our brand recognition and our access to distribution
channels, our business could be adversely affected.
The development of new products and services can be very difficult
and requires high levels of innovation. The development process
also can be lengthy and costly. There are significant initial
expenditures for research and development, tooling, manufacturing
processes, inventory and marketing, and we may not be able to
recover those investments. If we fail to accurately anticipate
technological trends or our users’ needs or preferences, are unable
to complete the development of products and services in a
cost-effective and timely fashion or are unable to appropriately
increase production to fulfill customer demand, we will be unable
to successfully introduce new products and services into the market
or compete with other providers. Even if we complete the
development of our new products and services in a cost-effective
and timely manner, they may not be competitive with products
developed by others, they may not achieve acceptance in the market
at anticipated levels or at all, they may not be profitable or,
even if they are profitable, they may not achieve margins as high
as our expectations or as high as the margins we have achieved
historically.
As we introduce new or enhanced products, integrate new technology
into new or existing products, or reduce the overall number of
products offered, we face risks including, among other things,
disruption in customers’ ordering patterns, excessive levels of new
and existing product inventories, revenue deterioration in our
existing product lines, insufficient supplies of new products to
meet customers’ demand, possible product and technology defects,
and a potentially different sales and support environment.
Premature announcements or leaks of new products, features or
technologies may exacerbate some of these risks by reducing the
effectiveness of our product launches, reducing sales volumes of
current products due to anticipated future products, making it more
difficult to
Logitech International S.A. | Fiscal 2022 Form 10-K |
18
compete, shortening the period of differentiation based on our
product innovation, straining relationships with our partners or
increasing market expectations for the results of our new products
before we have had an opportunity to demonstrate the market
viability of the products. Our failure to manage the transition to
new products and services or the integration of new technology into
new or existing products and services could adversely affect our
business, results of operations, operating cash flows and financial
condition.
Our future growth will depend on our diversified product growth
opportunities, and if we do not successfully execute on our growth
opportunities, or if our growth opportunities are more limited than
we expect, our operating results could be adversely
affected.
We have historically targeted peripherals for the PC platform and
in recent years, have expanded the categories of products we sell
and entered new markets.
Our sales of our products might be less than we expect due to a
decline in business or economic conditions in one or more of the
countries or regions, a greater decline than we expect in demand
for our products, our inability to successfully execute our sales
and marketing plans, or for other reasons. Global economic
concerns, such as the ongoing COVID-19 pandemic, Russia’s invasion
of Ukraine and the varying pace of global economic recovery,
tariffs and policies that inhibit trade, the impact of sovereign
debt issues in Europe, the impact of oil prices from Russia and
other countries, conflicts with either local or global financial
implications and economic slowdown in China, create
unpredictability and add risk to our future outlook. In particular,
there are a number of factors worldwide contributing to supply
chain challenges, which are due in large part to the COVID-19
pandemic and the resulting economic disruption, rising prices,
labor and material shortages, and most recently Russia’s invasion
of Ukraine.
As a result, we are attempting to diversify our product category
portfolio. We also are focusing more of our attention, which may
include personnel, financial resources and management attention, on
product innovations and growth opportunities, including products
and services for gaming, for video collaboration, for the
consumption of digital music, and on other potential growth
opportunities in addition to our PC peripherals product categories.
Our investments may not result in the growth we expect, or when we
expect it, for a variety of reasons, including but not limited to,
changes in growth trends, evolving and changing market and
increasing competition, market opportunities, and product
innovation.
Trends and opportunities in each of our product categories are
rapidly evolving, declining in some categories and increasing in
others, and may also be different by region, as a result of which
we are constantly required to adapt to such changing markets,
increased competition, and new challenges and opportunities. If we
don’t allocate our resources in line with the market and new
opportunities, our business and results of operations could be
adversely affected.
In addition to our current growth opportunities, our future growth
may be reliant on our ability to identify and develop potential new
growth opportunities. This process is inherently risky and will
result in investments in time and resources for which we do not
achieve any return or value.
Our growth opportunities and those we may pursue are subject to
constant and rapidly changing and evolving technologies and
evolving industry standards and may be replaced by new technology
concepts or platforms. Some of these growth categories and
opportunities are also characterized by short product cycles,
frequent new product introductions and enhancements and rapidly
changing and evolving consumer preferences with respect to design
and features that require calculated risk-taking and fast
responsiveness and result in short opportunities to establish a
market presence. In addition, some of these growth categories and
opportunities are characterized by price competition, erosion of
premium-priced segments and average selling prices,
commoditization, and sensitivity to general economic conditions and
cyclical downturns. The growth opportunities and strength and
number of competitors that we face in all of our product categories
mean that we are at risk of new competitors coming to market with
more innovative products that are more attractive to customers than
ours or priced more competitively. If we do not develop innovative
and reliable product offerings and enhancements in a cost-effective
and timely manner that are attractive to consumers in these
markets, if we are otherwise unsuccessful entering and competing in
these growth categories or responding to our many competitors and
to the rapidly changing conditions in these growth categories, if
the growth categories in which we invest our limited resources do
not emerge as the opportunities or do not produce the growth or
profitability we expect, or when we expect it, or if we do not
correctly anticipate changes and evolutions in technology and
platforms, our business and results of operations could be
adversely affected.
Logitech International S.A. | Fiscal 2022 Form 10-K |
19
We purchase key components and products from a limited number of
sources, and our business and operating results could be adversely
affected if supply were delayed or constrained or if there were
shortages of required components.
We purchase certain products and key components from a limited
number of sources. If the supply of these products or key
components were to be delayed or constrained, impacted by global
shortages of semiconductor chips, or if one or more of our
single-source suppliers experience disruptions or go out of
business as a result of adverse global economic conditions, natural
disasters or regional or global pandemics, including COVID-19, we
might be unable to find a new supplier on acceptable terms, or at
all, and our product shipments to our customers could be delayed,
which could adversely affect our business, financial condition and
operating results. In particular, there are a number of factors
worldwide contributing to supply chain challenges, which are due in
large part to the COVID-19 pandemic and the resulting economic
disruption, rising prices, labor and material shortages, and most
recently Russia’s invasion of Ukraine.
Lead times for materials, components and products ordered by us or
by our contract manufacturers can vary significantly and depend on
factors such as contract terms, demand for a component, and
supplier capacity. From time to time, we have experienced component
shortages and extended lead times on semiconductors, such as
microcontrollers and optical sensors, and base metals used in our
products. Shortages or interruptions in the supply of components or
subcontracted products, or our inability to procure these
components or products from alternate sources at acceptable prices
in a timely manner, could delay shipment of our products or
increase our production costs, which could adversely affect our
business and operating results.
Our principal manufacturing operations and third-party contract
manufacturers are located in China and Southeast Asia, which
exposes us to risks associated with doing business in that
geographic area as well as potential tariffs, adverse tax
consequences and pressure to move or diversify our manufacturing
locations.
We produce approximately half of our products at the facilities we
own in China. The majority of our other production is performed by
third-party contract manufacturers, including original design
manufacturers, in China, Taiwan, Hong Kong, Malaysia, and
Vietnam.
Our manufacturing operations in China could be adversely affected
by changes in the interpretation and enforcement of legal
standards, strains on China’s available labor pool, changes in
labor costs and other employment dynamics, high turnover among
Chinese employees, infrastructure issues, import-export issues,
cross-border intellectual property and technology restrictions,
currency transfer restrictions, natural disasters, regional or
global pandemics, conflicts or disagreements between China and
Taiwan or China and the United States, labor unrest, and other
trade customs and practices that are dissimilar to those in the
United States and Europe. Interpretation and enforcement of China’s
laws and regulations continue to evolve, and we expect differences
in interpretation and enforcement to continue in the foreseeable
future.
Our manufacturing operations at third-party contractors could be
adversely affected by contractual disagreements, by labor unrest,
by natural disasters, by regional or global pandemics, such as the
COVID-19 pandemic, by wars and armed conflicts, by strains on local
communications, trade, and other infrastructures, by competition
for the available labor pool or manufacturing capacity, by
increasing labor and other costs, and by other trade customs and
practices that are dissimilar to those in the United States and
Europe.
Further, we have been exposed in the past and may be exposed to
fluctuations in the value of the local currency in the countries in
which manufacturing occurs. Future appreciation of these local
currencies could increase our component and other raw material
costs. In addition, our labor costs could continue to rise as wage
rates increase and the available labor pool declines. These
conditions could adversely affect our financial
results.
Logitech International S.A. | Fiscal 2022 Form 10-K |
20
If we do not successfully coordinate the worldwide manufacturing
and distribution of our products, we could lose sales.
Our business requires us to coordinate the manufacture and
distribution of our products over much of the world. We rely on
third parties to manufacture many of our products, manage
centralized distribution centers, and transport our products. If we
do not successfully coordinate the timely manufacturing and
distribution of our products, if our manufacturers, distribution
logistics providers or transport providers are not able to
successfully and timely process our business or if we do not
receive timely and accurate information from such providers, and
especially if we expand into new product categories or our business
grows in volume, we may have an insufficient supply of products to
meet customer demand, we could lose sales, we may experience a
build-up in inventory, we may incur additional costs, and our
financial performance and reporting may be adversely
affected.
By locating our manufacturing in China and Southeast Asia, we are
reliant on third parties to get our products to distributors around
the world. Transportation costs, fuel costs, labor unrest, natural
disasters, regional or global pandemics, military conflicts, and
other adverse effects on our ability, timing and cost of delivering
products can increase our inventory, decrease our margins,
adversely affect our relationships with distributors and other
customers and otherwise adversely affect our results of operations
and financial condition.
A significant portion of our quarterly retail orders and product
deliveries generally occur in the last weeks of the fiscal quarter.
This places pressure on our supply chain and could adversely affect
our revenues and profitability if we are unable to successfully
fulfill customer orders.
If we are not able to maintain and enhance our brands, or if our
brands or reputation are damaged, our reputation, business and
operating results could be adversely affected.
We have developed long-term value in our brands and have invested
significantly in design and in our existing and new brands over the
past several years. We believe that our design and brands have
significantly contributed to the success of our business and that
maintaining and enhancing our brands is very important to our
future growth and success. Maintaining and enhancing our brands
will require significant investments and will depend largely on our
future design, products and marketing, which may not be successful
and may damage our brands. Our brands and reputation are also
dependent on third parties, such as suppliers, manufacturers,
distributors, retailers, product reviewers and the media as well as
online consumer product reviews, consumer recommendations and
referrals. It can take significant time, resources and expense to
overcome negative publicity, reviews or perception. Any negative
effect on our brands, regardless of whether it is in our control,
could adversely affect our reputation, business and results of
operations.
If we do not compete effectively, demand for our products could
decline and our business and operating results could be adversely
affected.
The industry in which we operate is intensely competitive. Most of
our product categories are characterized by large, well-financed
competitors with strong brand names and highly effective research
and development, marketing and sales capabilities, short product
life cycles, continual performance enhancements, and rapid adoption
of technological and product advancements by competitors in our
product markets. Many of our competitors have broad product
portfolios across several of our product categories and are able to
use the strength of their brands to move into adjacent categories.
Our competitors have the ability to bring new products to market
quickly and at competitive prices. We experience aggressive price
competition and other promotional activities from our primary
competitors and from less-established brands, including brands
owned by retail customers known as house brands. As we shift the
focus of our marketing efforts in certain categories from a push
model to a demand-generating pull model, the pressures from this
competition and from our distribution channels, combined with the
implementation risks of such a strategy shift, could adversely
affect our competitive position, market share and business. In
addition, our competitors may offer customers terms and conditions
that may be more favorable than our terms and conditions and may
require us to take actions to maintain or increase our customer
incentive programs, which could impact our revenues and operating
margins.
We have historically expanded the categories of products we sell
and entered new markets. We remain alert to opportunities in new
categories and markets. As we do so, we are confronting new
competitors, many of which have more experience in the categories
or markets and have greater marketing resources and brand name
recognition than we have. In addition, because of the continuing
convergence of the markets for computing devices and consumer
electronics, we expect greater competition in the future from
well-established consumer electronics
Logitech International S.A. | Fiscal 2022 Form 10-K |
21
companies in our developing categories as well as in future
categories we might enter. Many of these companies, such as
Microsoft, Apple, Google, Cisco, Sony, Samsung, Amazon and others,
have greater financial, technical, sales, marketing and other
resources than we have.
Microsoft, Apple, Google and Amazon are leading producers of
operating systems, hardware, platforms and applications with which
our mice, keyboards, wireless speakers and other products are
designed to operate. In addition, Microsoft, Apple, Google and
Amazon each has significantly greater financial, technical, sales,
marketing and other resources than Logitech, as well as greater
name recognition and a larger customer base. As a result,
Microsoft, Apple, Google and Amazon each may be able to improve the
functionality of its products, if any, or may choose to show
preference to our competitors' products, to correspond with ongoing
enhancements to its operating systems, hardware and software
applications before we are able to make such improvements. This
ability could provide Microsoft, Apple, Google, Amazon or other
competitors with significant lead-time advantages. In addition,
Microsoft, Apple, Google, Amazon or other competitors may be able
to control distribution channels or offer pricing advantages on
bundled hardware and software products that we may not be able to
offer, and maybe financially positioned to exert significant
downward pressure on product prices and upward pressure on
promotional incentives in order to gain market share. For
additional information, see "Competition” in Item 1 of this Annual
Report on Form 10-K.
The full effect of the COVID-19 pandemic is still uncertain and
cannot be predicted, and could adversely affect our business,
results of operations and financial condition.
COVID-19 has spread rapidly throughout the world, causing
volatility and disruption in financial markets, curtailing global
economic activity, raising the prospect of an extended global
recession, and prompting governments and businesses to take
unprecedented measures in response. Such measures have included
restrictions on travel and business operations, quarantines and
shelter-at-home orders, and often resulted in indefinite business
closures. The full effects of the COVID-19 pandemic cannot be
predicted as a result of uncertainties, including if and how the
extent and rate of the spread continue to fluctuate in different
parts of the world, the gravity and transmissibility level of the
current and future variants, the availability and effectiveness of
treatments and vaccines, and vaccination progress. The impact of
different variants cannot be predicted at this time, and could
depend on numerous factors, including the effectiveness of COVID-19
vaccines against such variants and the response by governmental
bodies and regulators.
The COVID-19 pandemic and the measures taken by many countries in
response have contributed to a general slowdown in the global
economy and had a mixed effect and could in the future have a mixed
or adverse effect on our business and operations, our customers and
our partners. We have experienced and may continue to experience
disruptions and higher costs in our manufacturing, supply chain and
logistics operations and outsourced services, resulting in
shortages of our products in our distribution channels and loss of
market share and opportunities. We have also incurred additional
costs related to business continuity. Most recently, Shanghai,
China, began a lockdown in late March 2022 due to another outbreak
of COVID-19, resulting in a lockdown of the city, closures of ports
and airports, and disruption of commercial activities. If the
Shanghai lockdown is extended, including to our Suzhou
manufacturing facility, and to other places where our suppliers and
partners are located, such measures, depending on their duration,
could cause additional negative impact on our business and results
of operation.
While we believe that the pandemic has accelerated certain trends
that are favorable to us, its effects on the use patterns and
demand for our products has been evolving and may lead to increased
competition in certain of our product markets. The COVID-19
pandemic also may have the effect of heightening many of the other
risks described under this heading “Risk Factors.” We continue to
monitor the situation and attempt to take appropriate actions in
accordance with the recommendations and requirements of relevant
authorities. The full extent of the impact of the COVID-19 pandemic
on our business and on our operational and financial performance
and condition is still uncertain and will depend on many factors
outside our control, including but not limited to the timing,
extent, duration and effects of the virus and any of its mutations
and variants, the further development and availability of effective
treatments and vaccines and the vaccination progress, the
imposition of effective public safety and other protective
measures, the impact of COVID-19 on the global economy and demand
for our products and services, and the impact of the virus on the
business, operations and financial condition of our partners and
customers. Should the COVID-19 situation or global economic
slowdown not improve or worsen, or if our attempts to mitigate its
impact on our operations and costs are not successful, our
business, results of operations, financial condition and prospects
may be adversely affected.
Logitech International S.A. | Fiscal 2022 Form 10-K |
22
We rely on third parties to sell and distribute our products, and
we rely on their information to manage our business. Disruption of
our relationship with these channel partners, changes in or issues
with their business practices, their failure to provide timely and
accurate information, changes in distribution partners, practices
or models, conflicts among our channels of distribution, or failure
to build and scale our own sales force for certain product
categories and enterprise channel partners could adversely affect
our business, results of operations, operating cash flows and
financial condition.
We primarily sell our products to a network of distributors,
retailers and e-tailers (together with our direct sales channel
partners). We are dependent on those direct sales channel partners
to distribute and sell our products to indirect sales channel
partners and ultimately to consumers. The sales and business
practices of all such sales channel partners, their compliance with
laws and regulations, and their reputations - of which we may or
may not be aware - may affect our business and our
reputation.
While our overall distribution relationships are diffuse, in fiscal
year 2022 our gross sales were concentrated with three
customers - Amazon Inc., Ingram Micro and TD Synnex - and their
affiliated entities. We
do not have long-term commitments with those customers. If online
sales grow as a percentage of overall sales, we expect that we will
become even more reliant on Amazon. While we believe that we
have good relationships with Amazon, Ingram Micro and TD
Synnex, any adverse change in those relationships could have an
adverse impact on our results of operations and financial
condition.
The impact of economic conditions, labor issues, natural disasters,
regional or global pandemics, evolving consumer preferences, and
purchasing patterns on our distribution partners, or competition
between our sales channels, could result in sales channel
disruption. For example, if sales at large retail stores are
displaced as a result of bankruptcy, competition from Internet
sales channels or otherwise, our product sales could be adversely
affected and our product mix could change, which could adversely
affect our operating costs and gross margins. Any loss of a major
partner or distribution channel or other channel disruption could
make us more dependent on alternate channels, increase pricing and
promotional pressures from other partners and distribution
channels, increase our marketing costs, or adversely impact buying
and inventory patterns, payment terms or other contractual terms,
sell-through or delivery of our products to consumers, our
reputation and brand equity, or our market share.
Our sales channel partners also sell products offered by our
competitors and, in the case of retailer house brands, may also be
our competitors. If product competitors offer our sales channel
partners more favorable terms, have more products available to meet
their needs, or utilize the leverage of broader product lines sold
through the channel, or if our sales channel partners show
preference for their own house brands, our sales channel partners
may de-emphasize or decline to carry our products. In addition,
certain of our sales channel partners could decide to de-emphasize
the product categories that we offer in exchange for other product
categories that they believe provide them with higher returns. If
we are unable to maintain successful relationships with these sales
channel partners or to maintain our distribution channels, our
business will suffer.
As we expand into new product categories and markets in pursuit of
growth, we will have to build relationships with new channel
partners and adapt to new distribution and marketing models. These
new partners, practices and models may require significant
management attention and operational resources and may affect our
accounting, including revenue recognition, gross margins, and the
ability to make comparisons from period to period. Entrenched and
more experienced competitors will make these transitions difficult.
Certain product categories, such as Video Collaboration, may also
require that we further build and scale our own enterprise sales
force. Several of our competitors already have large enterprise
sales forces and experience and success with that sales model. If
we are unable to build successful distribution channels, build and
scale our own enterprise sales force, or successfully market our
products in these new product categories, we may not be able to
take advantage of the growth opportunities, and our business and
our ability to grow our business could be adversely
affected.
We reserve for cooperative marketing arrangements, incentive
programs and pricing programs with our sales channel partners.
These reserves are based on judgments and estimates, using
historical experience rates, inventory levels in distribution,
current trends and other factors. There could be significant
differences between the actual costs of such arrangements and
programs and our estimates.
We use sell-through data, which represents sales of our products by
our direct retailer and e-tailer customers to consumers, and by our
distributor customers to their customers, along with other metrics,
to assess consumer demand for our products. Sell-through data is
subject to limitations due to collection methods and the
third-party
Logitech International S.A. | Fiscal 2022 Form 10-K |
23
nature of the data and thus may not be an accurate indicator of
actual consumer demand for our products. The customers supplying
sell-through data vary by geographic region and from period to
period, but typically represent a majority of our retail sales. In
addition, we rely on channel inventory data from our sales channel
partners. If we do not receive this information on a timely and
accurate basis, if this information is not accurate, or if we do
not properly interpret this information, our results of operations
and financial condition may be adversely affected.
If we do not accurately forecast market demand for our products,
our business and operating results could be adversely
affected.
We use our forecasts of product demand to make decisions regarding
investments of our resources and production levels of our products.
Although we receive forecasts from our customers, many are not
obligated to purchase the forecasted demand. Also, actual sales
volumes for individual products in our retail distribution channel
can be volatile due to changes in consumer preferences and other
reasons. In addition, our products have short product life cycles,
so a failure to accurately predict high demand for a product can
result in lost sales that we may not recover in subsequent periods,
or higher product costs if we meet demand by paying higher costs
for materials, production and delivery. We could also frustrate our
customers and lose shelf space and market share. Our failure to
predict low demand for a product can result in excess inventory,
lower cash flows and lower margins if we are required to reduce
product prices in order to reduce inventories.
If our sales channel partners have excess inventory of our products
or decide to decrease their inventories for any reason, they may
decrease the number of products they acquire in subsequent periods,
which could cause disruption in our business and adversely affect
our forecasts and sales.
Over the past few years, we have expanded the types of products we
sell and the geographic markets in which we sell them. The changes
in our product portfolio and the expansion of our sales markets
have increased the difficulty of accurately forecasting product
demand. We are also utilizing sea shipments more extensively than
air delivery, which will cause us to build and ship products to our
distribution centers earlier and will also result in increases in
inventory. These operational shifts increase the risk that we have
excess or obsolete inventory if we do not accurately forecast
product demand.
In addition, market demand remains less predictable and more
volatile than pre-COVID-19. As a result, we have experienced in the
past and may continue experiencing large differences between our
forecasts and actual demand for our products that may result in
excess inventory or product unavailability, inventory and
restructuring reserves, increases in operational logistics and
other costs, damaged relationships with suppliers or customers,
opportunities for our competitors, and lost market share and
revenue. If we do not accurately predict product demand, our
business and operating results could be adversely
affected.
Our business depends in part on access to third-party platforms or
technologies, and if the access is withdrawn, denied, or is not
available on terms acceptable to us, or if the platforms or
technologies change without notice to us, our business and
operating results could be adversely affected.
Our peripherals business has historically been built largely around
the PC platform, which over time became relatively open, and its
inputs and operating system standardized. With the growth of
mobile, tablet, gaming and other computer devices, digital music
and personal voice assistants, the number of platforms has grown,
and with it the complexity and increased need for us to have
business and contractual relationships with the platform owners in
order to produce products compatible with these platforms. Our
product portfolio includes current and future products designed for
use with third-party platforms or software, such as the Apple iPad,
iPod, iPhone and Siri, Android phones and tablets, Google Assistant
and Amazon Alexa.
Our business in these categories relies on our access to the
platforms of third parties, some of whom are our competitors.
Platform owners that are competitors have a competitive advantage
in designing products for their platforms and may produce
peripherals or other products that work better, or are perceived to
work better, than our products in connection with those platforms.
As we expand the number of platforms and software applications with
which our products are compatible, we may not be successful in
launching products for those platforms or software applications, we
may not be successful in establishing strong relationships with the
new platform or software owners, or we may negatively impact our
ability to develop and produce high-quality products on a timely
basis for those platforms and software applications or we may
otherwise adversely affect our relationships with existing platform
or software owners.
Our access to third-party platforms may require paying a royalty,
which lowers our product margins or may otherwise be on terms that
are not acceptable to us. In addition, the third-party platforms or
technologies used to
Logitech International S.A. | Fiscal 2022 Form 10-K |
24
interact with our product portfolio can be delayed in production or
can change without prior notice to us, which can result in our
having excess inventory, lower margins, lost investment in time and
expense, or lost opportunity cost.
If we are unable to access third-party platforms or technologies,
or if our access is withdrawn, denied, or is not available on terms
acceptable to us, or if the platforms or technologies are delayed
or changed without notice to us, our business and operating results
could be adversely affected.
Our success largely depends on our ability to hire, retain,
integrate and motivate sufficient numbers of qualified personnel,
including senior leadership. Our strategy and our ability to
innovate, design and produce new products, sell products, maintain
operating margins and control expenses depend on key personnel that
may be difficult to replace.
Our success depends on our ability to attract and retain highly
skilled personnel, including senior leadership and international
personnel. From time to time, we experience turnover in some of our
senior leadership positions.
We compensate our employees through a combination of salary,
bonuses, benefits and equity compensation. Recruiting and retaining
skilled personnel, including software and hardware engineers, is
highly competitive. The pandemic and hybrid work environment have
driven acute competition for talent, increased employee burnout and
attrition, increased employment litigation and wage inflation
across multiple industries. If we fail to provide competitive
compensation to our employees, it will be difficult to retain, hire
and integrate qualified employees and contractors, and we may not
be able to maintain and expand our business. If we do not retain or
maintain the continuity of our senior leaders or other key
employees for any reason, including voluntary or involuntary
departure, death or permanent or temporary disability (the risk of
which has been underscored during the COVID-19 pandemic), we risk
losing institutional knowledge, experience, expertise and other
benefits of continuity as well as the ability to attract and retain
other key employees. In addition, we must carefully balance the
size of our employee base with our current infrastructure,
management resources and anticipated operating cash flows. If we
are unable to manage the size of our employee base, particularly
engineers, we may fail to develop and introduce new products
successfully and in a cost-effective and timely manner. If our
revenue growth or employee levels vary significantly, our operating
cash flows and financial condition could be adversely affected.
Volatility or lack of positive performance in our stock price may
also affect our ability to retain key employees, many of whom have
been granted equity incentives. Logitech’s practice has been to
provide equity incentives to its employees, but the number of
shares available for equity grants is limited. We may find it
difficult to provide competitive equity incentives, and our ability
to hire, retain and motivate key personnel may suffer.
As we focus on growth opportunities, we are divesting or
discontinuing non-strategic product categories and pursuing
strategic acquisitions and investments, which could have an adverse
impact on our business.
We continue to review our product portfolio and update our
non-strategic product categories and products. During the third
quarter of fiscal year 2022, we ceased future product launches
under the Jaybird brand within our Audio & Wearables product
category and during the fourth quarter of fiscal 2021, we
discontinued our Harmony line of home entertainment controllers
within our Smart Home product category. If we are unable to effect
sales on favorable terms or if realignment is more costly or
distracting than we expect or has a negative effect on our
organization, employees and retention, then our business and
operating results may be adversely affected. Discontinuing products
with service components may also cause us to continue to incur
expenses to maintain services within the product life cycle or may
adversely affect our customer and consumer relationships and brand.
Divestitures may also involve warranties, indemnification or
covenants that could restrict our business or result in litigation,
additional expenses or liabilities. In addition, discontinuing
product categories, even categories that we consider non-strategic,
reduces the size and diversification of our business and causes us
to be more dependent on a smaller number of product
categories.
As we attempt to grow our business in strategic product categories
and emerging market geographies, we will consider growth through
acquisition or investment. We will evaluate acquisition
opportunities that could provide us with additional product or
service offerings or with additional industry expertise, assets and
capabilities. For example, we acquired ASTRO Gaming to expand into
the console gaming market, we acquired Saitek to expand into the
gaming simulation and controller markets, we acquired Blue
Microphones to expand into the microphones market, we acquired
General Workings, Inc. ("Streamlabs") to expand our software and
service capabilities and tools for the streaming market, and we
acquired Mevo Inc. to expand our camera hardware and software for
live streaming and video conferencing. Acquisitions could result in
difficulties integrating acquired operations, products, technology,
internal controls, personnel and management teams and result in the
diversion of capital and management’s attention away from other
business issues and opportunities. If we fail to successfully
integrate
Logitech International S.A. | Fiscal 2022 Form 10-K |
25
acquisitions, our business could be harmed. Acquisitions could also
result in the assumption of known and unknown liabilities, product,
regulatory and other compliance issues, dilutive issuances of our
equity securities, the incurrence of debt, disputes over earn-outs
or other litigation, and adverse effects on relationships with our
and our target’s employees, customers and suppliers. Moreover, our
acquisitions may not be successful in achieving our desired
strategy, product, financial or other objectives or expectations,
which would also cause our business to suffer.
Acquisitions can also lead to large non-cash charges that can have
an adverse effect on our results of operations as a result of
write-offs for items such as future impairments of intangible
assets and goodwill or the recording of share-based
compensation.
If we divest or discontinue product categories or products that we
previously acquired, or if the value of those parts of our business
become impaired, we may need to evaluate the carrying value of our
goodwill. Additional impairment charges could adversely affect our
results of operations. Several of our past acquisitions have not
been successful and have led to significant impairment charges.
Acquisitions and divestitures may also cause our operating results
to fluctuate and make it difficult for investors to compare
operating results and financial statements between periods. In
addition, from time to time we make strategic venture investments
in other companies that provide products and services that are
complementary to ours. If these investments are unsuccessful, this
could have an adverse impact on our results of operations,
operating cash flows and financial condition.
Product quality issues could adversely affect our reputation,
business and operating results.
The market for our products is characterized by rapidly changing
technology and evolving industry standards. To remain competitive,
we must continually introduce new products and technologies. The
products that we sell could contain defects in design or
manufacture. Defects could also occur in the products or components
that are supplied to us. There can be no assurance we will be able
to detect and remedy all defects in the hardware and software we
sell. Failure to do so could result in product recalls, product
liability claims and litigation, product redesign efforts, lost
revenue, loss of reputation, and significant warranty and other
expenses to remedy.
While we maintain reserves for reasonably estimable liabilities and
purchase liability insurance, our reserves may not be adequate to
cover such claims and liabilities and our insurance is subject to
deductibles and may not be adequate to cover such claims and
liabilities. Furthermore, our contracts with distributors and
retailers may contain warranty, indemnification and other
provisions related to product quality issues, and claims under
those provisions may adversely affect our business and operating
results.
Risks Related to our Global Operations and Regulatory
Environment
We conduct operations in a number of countries and have invested
significantly in growing our sales and marketing activities in
China, and the effect of business, legal and political risks
associated with international operations could adversely affect
us.
We conduct operations in a number of countries and have invested
significantly in growing our personnel and sales and marketing
activities in China and, to a lesser extent, other emerging
markets. We may also increase our investments to grow sales in
other emerging markets, such as Latin America, Eastern Europe, the
Middle East and Africa. There are risks inherent in doing business
in international markets, including:
•Difficulties
in staffing and managing international operations;
•Compliance
with increasing amounts of laws and regulations, including
environmental, tax, import/export and anti-corruption laws, which
vary from country to country, and the European Union legislation,
and over time, increasing the costs of compliance and potential
risks of non-compliance;
•Varying
laws, regulations and other legal protections, uncertain and
varying enforcement of those laws and regulations, dependence on
local authorities, and the importance of local networks and
relationships;
•Varying
accounting, auditing and financial reporting standards,
accountability and protections, including risks related to the lack
of access by the Public Company Accounting Oversight Board (United
States) ("PCAOB") to inspect PCAOB-registered accounting firms in
emerging market countries such as China;
Logitech International S.A. | Fiscal 2022 Form 10-K |
26
•Exposure
to political and financial instability, especially with the
uncertainty associated with the ongoing sovereign debt crisis in
certain Euro zone countries and the stability of the European
Union, which may lead to reduced sales, currency exchange losses
and collection difficulties or other losses;
•Political
and economic uncertainty around the world. For example, Russia’s
invasion of Ukraine in February 2022 resulted in a sharp increase
of commodity prices, sanctions and trade restrictions have been
imposed on Russian banks, businesses, and individuals, and the
conflict has sparked a massive refugee crisis. This conflict has
driven and could continue to drive economic uncertainty, including
inflation and restricted component availability, among other
things;
•Import
or export restrictions or licensing requirements that could affect
some of our products, including those with encryption
technology;
•Trade
protection measures, custom duties, tariffs, import or export
duties, and other trade barriers, restrictions and regulations,
including recent and ongoing United States - China tariffs and
trade restrictions, including China's 2021 Anti-Foreign Sanctions
Law;
•Lack
of infrastructure or services necessary or appropriate to support
our products and services;
•Effects
of the COVID-19 pandemic that may be more concentrated where we
operate internationally;
•Exposure
to fluctuations in the value of local currencies;
•Difficulties
and increased costs in establishing sales and distribution channels
in unfamiliar markets, with their own market characteristics and
competition, including entrenched local competition;
•Weak
protection of our intellectual property rights;
•Higher
credit risks;
•Variations
in VAT (value-added tax) or VAT reimbursement;
•Imposition
of currency exchange controls;
•Delays
from customs brokers or government agencies; and
•A
broad range of customs, consumer trends, and more.
Any of these risks could adversely affect our business, financial
condition and operating results.
Sales growth in key markets, including China, is an important part
of our expectations for our business. As a result, if economic,
political or business conditions deteriorate in these markets, or
if one or more of the risks described above materialize in these
markets, our overall business and results of operations will be
adversely affected.
Changes in trade policy and regulations in the United States and
other countries, including changes in trade agreements and the
imposition of tariffs and the resulting consequences, may have
adverse impacts on our business, results of operations and
financial condition.
In recent years, the U.S. government has instituted or proposed
changes to international trade policy through the renegotiation,
and potential termination, of certain existing bilateral or
multilateral trade agreements and treaties with, and the imposition
of tariffs on a wide range of products and other goods from, China,
countries in EMEA and other countries. As previously disclosed, we
have invested significantly in manufacturing facilities in China
and Southeast Asia. Given our manufacturing in those countries, and
our lack of manufacturing elsewhere, policy or regulations changes
in the United States or other countries present particular risks
for us.
In addition, the current Chinese administration has imposed an
increased volume of regulation creating a more challenging
environment for non-Chinese companies operating in the region,
including in the areas of intellectual property, trade, contract
enforcement, data privacy, capital markets and human rights. As a
result, such regulations
Logitech International S.A. | Fiscal 2022 Form 10-K |
27
may have the effect of limiting our growth and market share in
China, and disrupting manufacturing and operations in the
region.
For example, on June 10, 2021, the National People’s Congress
Standing Committee of the People’s Republic of China passed China's
new Anti-Foreign Sanctions Law. The Anti-Foreign Sanctions Law took
immediate effect and allows China to take “retaliatory action”
against any “discriminatorily restrictive measures” imposed by
foreign countries against Chinese organizations and citizens. As a
result, China may impose countermeasures against government and
private entities and/or persons that formulate, implement or comply
with any regulation deemed a “discriminatorily restrictive
measure.” Penalties may include denial of entry to China,
prohibition of doing business in or with China, freezing of assets
and “any other necessary measures.”
New or increased tariffs could adversely affect more or all of our
products. There also are risks associated with retaliatory tariffs
and resulting trade wars. We cannot predict future trade policy and
regulations in the United States and other countries, the terms of
any renegotiated trade agreements or treaties, or tariffs and their
impact on our business. A trade war could have a significant
adverse effect on world trade and the world economy. To the extent
that trade tariffs and other restrictions imposed by the United
States or other countries increase the price of, or limit the
amount of, our products or components or materials used in our
products imported into the United States or other countries, or
create adverse tax consequences, the sales, cost or gross margin of
our products may be adversely affected and the demand from our
customers for products and services may be diminished. Uncertainty
surrounding international trade policy and regulations as well as
disputes and protectionist measures could also have an adverse
effect on consumer confidence and spending. If we deem it necessary
to alter all or a portion of our activities or operations in
response to such policies, agreements or tariffs, our capital and
operating costs may increase.
In addition, as a result of Russia’s invasion of Ukraine in
February 2022, sanctions and trade restrictions have been imposed
on Russia, including banks, businesses, and individuals, by the
U.S., the European Union and Switzerland. This conflict has driven
and could continue to drive economic uncertainty, including
inflation, and component availability, among other
things.
Our ongoing efforts to address these risks may not be effective and
may have long-term adverse effects on our operations and operating
results that we may not be able to reverse. Such efforts may also
take time to implement or to have an effect and may result in
adverse quarterly financial results or fluctuations in our
quarterly financial results. As a result, changes in trade policy
and regulations in the United States and other countries as well as
changes in trade agreements and tariffs and sanctions imposed on
Russia could adversely affect our business, results of operations
and financial condition.
Our financial performance is subject to risks associated with
fluctuations in currency exchange rates.
A significant portion of our business is conducted in currencies
other than the U.S. Dollar. Therefore, we face exposure to
movements in currency exchange rates.
Our primary exposure to movements in currency exchange rates
relates to non-U.S. Dollar-denominated sales and operating expenses
worldwide. For fiscal year 2022, approximately
50%
of our revenue was in non-U.S. denominated currencies. The
weakening of currencies relative to the U.S. Dollar adversely
affects the U.S. Dollar value of our non-U.S. Dollar-denominated
sales and earnings. If we raise international pricing to
compensate, it could potentially reduce demand for our products,
adversely affecting our sales and potentially having an adverse
impact on our market share. Margins on sales of our products in
non-U.S. Dollar-denominated countries and on sales of products that
include components obtained from suppliers in non-U.S.
Dollar-denominated countries could be adversely affected by
currency exchange rate fluctuations. In some circumstances, for
competitive or other reasons, we may decide not to raise local
prices to fully offset the U.S. Dollar’s strengthening, which would
adversely affect the U.S. Dollar value of our non-U.S.
Dollar-denominated sales and earnings. Competitive conditions in
the markets in which we operate may also limit our ability to
increase prices in the event of fluctuations in currency exchange
rates. Conversely, strengthening of currency rates may also
increase our product component costs and other expenses denominated
in those currencies, adversely affecting operating results. We
further note that a larger portion of our sales than of our
expenses are denominated in non-U.S. denominated
currencies.
We use derivative instruments to hedge certain exposures to
fluctuations in currency exchange rates. The use of such hedging
activities may not offset any, or more than a portion, of the
adverse financial effects of unfavorable
Logitech International S.A. | Fiscal 2022 Form 10-K |
28
movements in currency exchange rates over the limited time the
hedges are in place and do not protect us from long term shifts in
currency exchange rates.
As a result, fluctuations in currency exchange rates could and have
in the past adversely affect our business, operating results and
financial condition. Moreover, these exposures may change over
time.
We are subject to risks related to our environmental, social and
governance activities and disclosures.
Concern over climate change may result in new or additional legal,
legislative and regulatory requirements to reduce or mitigate the
effects of climate change on the environment, which could result in
future tax, transportation and other cost increases that could
adversely affect our business. Compliance with such requirements
could also require additional expenditures by us or our suppliers,
which could have a material adverse effect on our business, results
of operations, financial condition and cash flows.
In addition, ESG reporting and disclosure requirements continue to
evolve, with increasing global regulation and heightened investor
expectations. Companies must develop an expanded set of metrics and
measures, data collection and processing, controls, and reporting
processes in order to meet regulatory requirements and stakeholder
expectations. Failure to promptly and accurately meet these
expectations and requirements may result in reputational and brand
damage, regulatory penalties and litigation among other
things.
As a company operating in many markets and jurisdictions, expanding
into new growth categories, and engaging in acquisitions, and as a
Swiss, dual-listed company, we are subject to risks associated with
new, existing and potential future laws and
regulations.
Based on our current business model and as we expand into new
markets and product categories and acquire companies, businesses
and assets, we must comply with a wide variety of laws, standards
and other requirements governing, among other things, health and
safety, hazardous materials usage, product-related energy
consumption, conflict minerals, packaging, recycling, environmental
and human rights matters. Our products may be required to obtain
regulatory approvals and satisfy other regulatory concerns in the
various jurisdictions where they are manufactured, sold or both.
Companies, businesses and assets that we acquire may not be in
compliance with regulations in all jurisdictions. These
requirements create procurement and design challenges, which, among
other things, require us to incur additional costs identifying
suppliers and contract manufacturers who can provide or obtain
compliant materials, parts and end products. Failure to comply with
such requirements can subject us to liability, additional costs,
and reputational harm and, in severe cases, force us to recall
products or prevent us from selling our products in certain
jurisdictions. We also are subject to the SEC disclosure
requirements regarding the use of certain minerals, known as
conflict minerals, which are mined from the Democratic Republic of
Congo and adjoining countries, as well as procedures regarding a
manufacturer’s efforts to identify and prevent the sourcing of such
minerals and metals produced from those minerals. The moral and
regulatory imperatives to avoid purchasing conflict minerals are
causing us to incur additional expenses, could limit the supply and
increase the cost of certain metals used in manufacturing our
products and could adversely affect the distribution and sales of
our products.
As a Swiss company with shares listed on both the SIX Swiss
Exchange and the Nasdaq Global Select Market, we are also subject
to both Swiss and United States corporate governance and securities
laws and regulations. In addition to the extra costs and regulatory
burdens of our dual regulatory obligations, the two regulatory
regimes may not always be compatible and may impose disclosure
obligations, operating restrictions or tax effects on our business
to which our competitors and other companies are not
subject. For example, on January 1, 2014, subject to
certain transitional provisions, the Swiss Federal Council
Ordinance Against Excessive Compensation at Public Companies
("Ordinance") became effective in connection with the Minder
initiative approved by Swiss voters during 2013. The
Ordinance, among other things, (a) requires a binding
shareholder “say on pay” vote with respect to the compensation of
members of our executive management and Board of Directors,
(b) generally prohibits the making of severance, advance,
transaction premiums and similar payments to members of our
executive management and Board of Directors, (c) imposes other
restrictive compensation practices, and (d) requires that our
articles of incorporation specify various compensation-related
matters. In addition, during 2013, Swiss voters considered an
initiative to limit pay for a chief executive officer to a multiple
of no more than twelve times the salary of the lowest-paid
employee. Although voters rejected that initiative, it did
receive substantial voter support. The Ordinance, potential future
initiatives relating to corporate governance or executive
compensation, and Swiss voter sentiment in favor of such
regulations may increase our non-operating costs and adversely
affect our ability to attract and retain executive management and
members of our Board of Directors.
Logitech International S.A. | Fiscal 2022 Form 10-K |
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We prepare our consolidated financial statements in
accordance with accounting principles generally accepted in the
U.S. ("U.S. GAAP") which are subject to interpretation or changes
by the Financial Accounting Standard Board ("FASB"), the SEC and
other various bodies formed to promulgate and interpret appropriate
accounting principles. New accounting pronouncements and changes in
accounting principles have occurred in the past and are expected to
occur in the future which may have a significant effect on our
financial results or our compliance
with regulations.
As a result of changes in tax laws, treaties, rulings, regulations
or agreements, or their interpretation, of Switzerland or any other
country in which we operate, the loss of a major tax dispute or a
successful challenge to our operating structure, intercompany
pricing policies or the taxable presence of our key subsidiaries in
certain countries, or other factors, our effective income tax rates
may increase, which could adversely affect our net income and cash
flows.
We are incorporated in the canton of Vaud in Switzerland, and our
effective income tax rate benefited from a longstanding ruling from
the canton of Vaud through December 31, 2019. As a result of the
Federal Act on the Tax Reform and AHV Financing (“TRAF”), the
canton of Vaud enacted tax reforms on March 10, 2020 that took
effect as of January 1, 2020. As a result of the reform, Logitech
will incur cash income taxes that will increase over time as the
deferred income tax benefit established in connection with the
reform diminishes. The canton’s tax authority is primarily
delegated by the Swiss federal government and its implementation of
TRAF in general or with respect to Logitech is subject to Swiss
federal review and challenge. Implementation of any material
change in tax laws or policies or the adoption of new
interpretations of existing tax laws and rulings, or termination or
replacement of our tax arrangements with the canton of Vaud, by
Switzerland or the canton of Vaud could result in a higher
effective income tax rate, or a decreased tax asset, a charge to
earnings and an accelerated pace of increase in our effective
income tax rate, or a combination of such impacts, on our worldwide
earnings and any such change will adversely affect our net income.
Changes in our effective income tax rate may also make it more
difficult to compare our net income and earnings per share between
periods.
We operate in multiple jurisdictions and our profits are taxed
pursuant to the tax laws of these jurisdictions. Our effective
income tax rate may be affected by changes in or interpretations of
tax laws, treaties, rulings, regulations or agreements in any given
jurisdiction, or changes in international tax reform by the
Organization for Economic Co-operation and Development and similar
organizations, utilization of net operating loss and tax credit
carryforwards, changes in geographical allocation of income and
expense, and changes in management’s assessment of matters such as
the realizability of deferred tax assets. In the past, we have
experienced fluctuations in our effective income tax rate. Our
effective income tax rate in a given fiscal year reflects a variety
of factors that may not be present in the succeeding fiscal year or
years. There is no assurance that our effective income tax rate
will not change in future periods.
We file Swiss and foreign tax returns. We are frequently
subject to tax audits, examinations and assessments in various
jurisdictions. If any tax authority successfully challenges
our operational structure, intercompany pricing policies or the
taxable presence of our key subsidiaries in certain countries, if
the terms of certain income tax treaties are interpreted in a
manner that is adverse to our structure, or if we lose a material
tax dispute in any country, our effective income tax rate could
increase. For example, policy changes in Switzerland, the
United States or China predicated on our presence in those
countries could adversely affect where we recognize profit and our
effective income tax rate. A material assessment by a governing tax
authority could adversely affect our profitability. If our
effective income tax rate increases in future periods, our net
income and cash flows could be adversely affected.
Risks Related to Cyber Security, Privacy, and Intellectual
Property
Significant disruptions in, or breaches in security of, our
websites, or information technology systems, or our products could
adversely affect our business.
As a consumer electronics company, our websites are an important
presentation of our company, identity and brands and an important
means of interaction with and source of information for consumers
of our products. We also rely on our centralized information
technology systems for product-related information and to store
intellectual property, forecast our business, maintain financial
records, manage operations and inventory, and operate other
critical functions. We allocate significant resources to maintain
our information technology systems and deploy network security,
data encryption, training and other measures to protect against
unauthorized access or misuse. Nevertheless, our websites and
information technology systems have been and could continue to be
subject to or
Logitech International S.A. | Fiscal 2022 Form 10-K |
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threatened with, and are susceptible to damage, disruptions or
shutdowns due to power outages, hardware failures, structural or
operational failures, computer viruses, attacks by computer
hackers, other data security issues, telecommunication failures,
user error, malfeasance, catastrophes, system or software upgrades,
integration or migration, or other foreseeable and unforeseen
events. From time to time, we and our suppliers have identified
vulnerabilities or other issues that we believe have been
addressed, and we expect such issues to continue to arise. None of
such disruptions or issues has individually or in the aggregate
resulted in security incidents with a material impact on us.
Moreover, due to the COVID-19 pandemic, there is an increased risk
that we may experience security breach related incidents as a
result of our employees, service providers, and third parties
working remotely on less secure systems. In addition, our growth,
and increased frequency and sophistication of cyber and product
security attacks may increase the likelihood of the Company
becoming a target of increasingly complex and damaging attacks that
substantially disrupt operations and expose sensitive data.
Further, the U.S. Cybersecurity and Infrastructure Security Agency
and the European Central Bank have both issued warnings about
potential Russian cyberattacks as a result of Russia’s invasion of
Ukraine and sanctions imposed on Russia. Breaches or disruptions of
our websites or information technology systems, breaches of
confidential information, data corruption or other data security
issues could adversely affect our brands, reputation, relationships
with customers or business partners, or consumer or investor
perception of our company, business or products or result in
disruptions of our operations, loss of intellectual property or our
customers’ or our business partners’ data, reduced value of our
investments in our brands, design, research and development or
engineering, or costs to address regulatory inquiries or actions or
private litigation, to respond to customers or partners or to
rebuild or restore our websites or information technology
systems.
The collection, storage, transmission, use and distribution of user
data could give rise to liabilities and additional costs of
operation as a result of laws, governmental regulation and risks of
data breaches and security incidents.
In connection with our operations, we collect personal data,
including that of our consumers. This information is increasingly
subject to legislation, regulations and enforcement in numerous
jurisdictions around the world. Global data privacy regulation is
increasingly fragmented, with increasing enforcement efforts and
penalties. Such fragmentation requires more complex and costly
compliance structures, while heightened enforcement increases the
cost and reputational risk associated with even minor compliance
errors.
For example, the General Data Protection Regulation ("GDPR"), which
is applicable to us and to all companies processing data of people
in the European Union, imposes significant fines and sanctions for
violation of the Regulation. Compliance with the GDPR's
international transfer rules has been made more difficult by the
invalidation of the U.S. European Union Privacy Shield and we are
now required to put in place additional privacy protective measures
for transfer of data of people in the European Union to certain
countries outside of the European Economic Area. In the United
States, California and Virginia have already adopted privacy laws
and other legislations may follow, at states and federal levels.
Such laws and regulations are typically intended to protect the
privacy and security of personal information and its collection,
storage, transmission, use and distribution in or from the
governing jurisdiction. In addition, because various jurisdictions
have different laws and regulations concerning the use, storage and
transmission of such information, we may face requirements that
pose compliance challenges in existing markets as well as new
international markets that we seek to enter. The collection of user
data heightens the risk of security breaches and other data
security issues related to our IT systems and the systems of
third-party data storage and other service and IT providers. Such
laws and regulations, and the variation between jurisdictions, as
well as additional security measures and risk, could subject us to
increased costs, allocation of additional resources, financial
penalties or other liabilities or negative publicity that could
adversely affect our business.
Claims by others that we infringe their proprietary technology
could adversely affect our business.
We have been expanding the categories of products we sell, such as
entering new markets and introducing products for tablets, other
mobile devices, digital music, and video collaboration. We expect
to continue to enter new categories and markets. As we do so, we
face an increased risk that claims alleging we infringe the patent
or other intellectual property rights of others, regardless of the
merit of the claims, may increase in number and significance.
Infringement claims against us may also increase as the
functionality of video, voice, data and conferencing products begin
to overlap. This risk is heightened by the increase in lawsuits
brought by holders of patents that do not have an operating
business or are attempting to license broad patent portfolios and
by the increasing attempts by companies in the technology
industries to enjoin their competitors from selling products that
they claim infringe their intellectual property rights.
Intellectual property lawsuits are subject to inherent
uncertainties due to the complexity of the technical issues
involved, and we cannot be certain that we will be successful
in
Logitech International S.A. | Fiscal 2022 Form 10-K |
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defending ourselves against intellectual property claims. A
successful claimant could secure a judgment that requires us to pay
substantial damages or prevents us from distributing certain
products or performing certain services. We might also be required
to seek a license for the use of such intellectual property, which
may not be available on commercially acceptable terms or at all.
Alternatively, we may be required to develop non-infringing
technology, which could require significant effort and expense and
may ultimately not be successful. Any claims or proceedings against
us, whether meritorious or not, could be time consuming, result in
costly litigation or the diversion of significant operational
resources, or require us to enter into royalty or licensing
agreements, any of which could materially and adversely affect our
business and results of operations.
We may be unable to protect our proprietary rights. Unauthorized
use of our technology may result in the development of products
that compete with our products.
Our future success depends in part on our proprietary technology,
technical know-how and other intellectual property. We rely on a
combination of patent, trade secret, copyright, trademark and other
intellectual property laws, and confidentiality procedures and
contractual provisions such as nondisclosure terms and licenses, to
protect our intellectual property.
We hold various United States patents and pending applications,
together with corresponding patents and pending applications from
other countries. It is possible that any patent owned by us will be
invalidated, deemed unenforceable, circumvented or challenged, that
the patent rights granted will not provide competitive advantages
to us, or that any of our pending or future patent applications
will not be granted, maintained or enforced. In addition, other
intellectual property laws or our confidentiality procedures and
contractual provisions may not adequately protect our intellectual
property. Also, others may independently develop similar
technology, duplicate our products, or design around our patents or
other intellectual property rights. Unauthorized parties have
copied and may in the future attempt to copy aspects of our
products or to obtain and use information that we regard as
proprietary. Any of these events could adversely affect our
business, financial condition and operating results.
Risks Related to our Financial Results
Our operating results are difficult to predict and fluctuations in
results may cause volatility in the price of our
shares.
Our revenues and profitability are difficult to predict due to the
nature of the markets in which we compete, fluctuating user demand,
the uncertainty of current and future global economic conditions,
and for many other reasons, including the following:
•Our
operating results are highly dependent on the volume and timing of
orders received during the quarter, which are difficult to
forecast. Customers generally order on an as-needed basis and we
typically do not obtain firm, long-term purchase commitments from
our customers. As a result, our revenues in any quarter depend
primarily on orders booked and shipped in that
quarter.
•A
significant portion of our quarterly retail sales typically occurs
in the last weeks of each quarter, further increasing the
difficulty in predicting quarterly revenues and
profitability.
•Our
sales are impacted by consumer demand and current and future global
economic and political conditions, including trade restrictions and
tariffs, and can, therefore, fluctuate abruptly and significantly
during periods of uncertain economic conditions or geographic
distress, as well as from shifts in distributor inventory practices
and consumer buying patterns.
•We
must incur a large portion of our costs in advance of sales orders
because we must plan research and production, order components, buy
tooling equipment, and enter into development, sales and marketing,
and other operating commitments prior to obtaining firm commitments
from our customers. This makes it difficult for us to rapidly
adjust our costs during the quarter in response to a revenue
shortfall, which could adversely affect our operating
results.
•From
time to time, we engage in opportunistic marketing and sales
activities, including advertising and promotional events to enhance
our brand awareness. The effectiveness of our marketing and sales
efforts is uncertain and it is difficult to predict whether our
marketing and sales efforts will result in increased
sales.
Logitech International S.A. | Fiscal 2022 Form 10-K |
32
•The
COVID-19 pandemic has led to evolving changes in our supply,
operations, logistics and related expenses and use patterns and
demand for certain of our products that may not recur or be
sustainable in future periods, as well as uncertainty in global
macroeconomic conditions.
•We
engage in acquisitions and divestitures, and such activity varies
from period to period. Such variance may affect our growth, our
previous outlook and expectations, and comparisons of our operating
results and financial statements between periods.
•We
are continuously attempting to simplify our organization, to
control operating costs through expense and global workforce
management, to reduce the complexity of our product portfolio, and
to better align costs with our current business as we expand from
PC accessories and provide leverage for growth opportunities in
accessories and other products and services for creativity and
productivity, gaming, video collaboration, mobile devices, music,
digital home and other product categories. We may not achieve the
cost savings or other anticipated benefits from these efforts, and
the success or failure of such efforts may cause our operating
results to fluctuate and to be difficult to predict.
•Fluctuations
in currency exchange rates can impact our revenues, expenses and
profitability because we report our financial statements in U.S.
Dollars, whereas a significant portion of our revenues and expenses
are in other currencies. We attempt to adjust product prices over
time to offset the impact of currency movements. However, over
short periods of time, during periods of weakness in consumer
spending or given high levels of competition in many product
categories, our ability to change local currency prices to offset
the impact of currency fluctuations is limited.
Because our operating results are difficult to predict, our results
may be below the expectations of financial analysts and investors,
which could cause the price of our shares to decline.
Our gross margins can vary significantly depending on multiple
factors, which can result in unanticipated fluctuations in our
operating results.
Our gross margins can vary due to consumer demand, competition,
product pricing, product lifecycle, product mix, new product
introductions, unit volumes, acquisitions and divestitures,
commodity, supply chain and logistics costs, capacity utilization,
geographic sales mix, currency exchange rates, trade policy and
tariffs, and the complexity and functionality of new product
innovations and other factors. In particular, if we are not able to
introduce new products in a timely manner at the product cost we
expect, or if consumer demand for our products is less than we
anticipate, or if there are product pricing, marketing and other
initiatives by our competitors to which we need to react or that
are initiated by us to drive sales that lower our margins, then our
overall gross margin will be less than we project.
In addition, our gross margins may vary significantly by product
line, sales geography and customer type, as well as within product
lines. When the mix of products sold shifts from higher margin
product lines to lower margin product lines, to lower margin sales
geographies, or to lower margin products within product lines, our
overall gross margins and our profitability may be adversely
affected.
As we expand within and into new product categories, our products
in those categories may have lower gross margins than in our
traditional product categories. Consumer demand in these product
categories, based on style, color and other factors, tends to be
less predictable and tends to vary more across geographic markets.
As a result, we may face higher up-front investments, inventory
costs associated with attempting to anticipate consumer
preferences, and increased inventory write-offs. If we are unable
to offset these potentially lower margins by enhancing the margins
in our more traditional product categories, our profitability may
be adversely affected.
Changes in trade policy, including tariffs and the tariffs focused
on China in particular, and currency exchange rates also have
adverse impacts on our gross margins.
The impact of these factors on gross margins can create
unanticipated fluctuations in our operating results, which may
cause volatility in the price of our shares.
Logitech International S.A. | Fiscal 2022 Form 10-K |
33
We cannot ensure that our current share repurchase program will be
fully utilized or that it will enhance long-term shareholder value.
Share repurchases may also increase the volatility of the trading
price of our shares. We similarly cannot ensure that we will
continue to increase our dividend payments or to pay dividends at
all. Share repurchases and dividends diminish our cash
reserves.
In April 2021, our Board of Directors increased our current
repurchase program of our registered shares to $1.0billion. We have
also paid cash dividends and increased the size of our dividend,
each year since fiscal year 2013. Our
share repurchase program and dividend policy may be affected by
many factors, including general business and economic conditions,
our financial condition and operating results, our views on
potential future capital requirements, restrictions imposed in any
future debt agreements, the emergence of alternative investment or
acquisition opportunities, changes in our business strategy, legal
requirements, changes in tax laws, and other factors. Our share
repurchase program does not obligate us to repurchase all or any of
the dollar value of shares authorized for repurchase. The program
could also increase the volatility of the trading price of our
shares. Similarly, we are not obligated to pay dividends on our
registered shares. Under Swiss law, we may only pay dividends upon
the approval of a majority of our shareholders, which is under the
discretion of and generally follows a recommendation by our Board
of Directors that such a dividend is in the best interests of our
shareholders. There can be no assurance that our Board of Directors
will continue to recommend, or that our shareholders will approve,
dividend increases or any dividend at all. If we do not pay a
regular dividend, we may lose the interest of investors that focus
their investments on dividend-paying companies, which could create
downward pressure on our share price. Any announcement of
termination or suspension of our share repurchase program or
dividend may result in a decrease in our share price. The share
repurchase program and payment of cash dividends could also
diminish our cash reserves that may be needed for investments in
our business, acquisitions or other purposes. Without dividends,
the trading price of our shares must appreciate for investors to
realize a gain on their investment.
Logitech International S.A. | Fiscal 2022 Form 10-K |
34
ITEM 1B. UNRESOLVED STAFF
COMMENTS
None.
ITEM 2. PROPERTIES
Our headquarters is located in Lausanne, Switzerland, where we
occupy approximately 50,500 square feet under a lease that expires
in July 2025. Our principal corporate and administrative offices,
which includes our headquarters in Lausanne, Switzerland, and
corporate offices in Newark, California and Hsinchu, Taiwan,
together make up approximately 286,000 square feet of leased space.
Both our Lausanne, Switzerland and Newark, California locations
serve our research and development, product marketing, sales
management, technical support and administrative functions. Our
Hsinchu, Taiwan location serves our mechanical engineering, process
engineering, manufacturing support, quality assurance, design,
research and development, and administrative functions. We maintain
marketing and channel support offices in approximately 80 locations
and over 40 countries, with lease expiration dates from 2022 to
2031.
As of March 31, 2022, the majority of our properties are
leased; however, we also own some of the manufacturing units and
employee dormitories in Suzhou, China, from which we occupy
approximately 720,000 square feet. We anticipate no difficulty in
extending the leases of our facilities or obtaining comparable
facilities in suitable locations. We also contract with various
third-party distribution centers in North America, South America,
Europe and Asia Pacific for additional warehouses in which we store
inventory.
We believe that our manufacturing and distribution facilities are
adequate for our ongoing needs and we continue to evaluate the need
for facilities to meet current and anticipated future
requirements.
ITEM 3. LEGAL PROCEEDINGS
From time-to-time, we are involved in claims and legal proceedings
that arise in the ordinary course of our business. We are currently
subject to several such claims and a small number of legal
proceedings. We believe that these matters lack merit and we intend
to vigorously defend against them. Based on the currently available
information, we do not believe that resolution of pending matters
will have a material adverse effect on our financial condition,
cash flows or results of operations. However, litigation is subject
to inherent uncertainties, and there can be no assurances that our
defenses will be successful or that any such lawsuit or claim would
not have a material adverse impact on our business, financial
condition, cash flows and results of operations in a particular
period. Any claims or proceedings against us, whether meritorious
or not, can have an adverse impact because of defense costs,
diversion of management and operational resources, negative
publicity and other factors. Any failure to obtain a necessary
license or other rights, or litigation arising out of intellectual
property claims, could adversely affect our business.
As a result of amendments to Regulation S-K disclosure requirements
related to environmental proceedings to which the government is a
party and such proceedings involve potential monetary sanctions, we
selected the quantitative threshold of $1.0 million.
ITEM 4. MINE SAFETY DISCLOSURES
None.
Logitech International S.A. | Fiscal 2022 Form 10-K |
35
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Logitech's shares are listed and traded on both the SIX Swiss
Exchange, where the share price is denominated in Swiss francs and
on the Nasdaq Global Select Market, where the share price is
denominated in U.S. Dollars. The trading symbol for Logitech shares
is LOGN on the SIX Swiss Exchange and LOGI on the Nasdaq Global
Select Market. As of May 4, 2022, there were 173,106,620
shares issued (including 8,422,457 shares held as treasury stock)
held by 43,886 holders of record, and the closing price of our
shares was CHF 61.32 ($62.71 based on exchange rates on such
date) per share on the SIX Swiss Exchange and $65.88 per share as
reported by the Nasdaq Global Select Market.
Dividends
Under Swiss law, a corporation may only pay dividends upon a vote
of its shareholders. This vote typically follows the recommendation
of the corporation's Board of Directors. In May 2022, the Board of
Directors recommended that the Company increase the cash dividend
per share for fiscal year 2022 by 10% to approximately CHF 0.96 per
share (approximately $1.04 per share based on the exchange rate on
March 31, 2022). Based on our shares outstanding, net of
treasury shares, as of March 31, 2022 (165,252,020 shares), this
would result in an aggregate gross dividend of approximately CHF
159.0 million (approximately $172.1 million based on the
exchange rate on March 31, 2022). This amount may vary based on the
number of shares outstanding, net of treasury shares, as of the
record date for the dividend, but will not exceed approximately CHF
166.5 million (based on our shares currently issued or
173,106,620 shares). This recommendation will be voted on by our
shareholders at the Company’s Annual General Meeting in September
2022.
On September 8, 2021, Logitech's shareholders approved a cash
dividend payment of CHF 147.0 million out of retained earnings to
Logitech's shareholders who owned shares on September 21, 2021.
Eligible shareholders were paid CHF 0.87 per share ($0.95 per
share in U.S. Dollars), totaling $159.4 million in U.S. Dollars on
September 22, 2021. On September 9, 2020, Logitech's shareholders
approved a cash dividend payment of CHF 134.0 million out of
retained earnings to Logitech shareholders who owned shares on
September 21, 2020. Eligible shareholders were paid CHF 0.79
per share ($0.87 per share in U.S. Dollars), totaling $146.7
million in U.S. Dollars on September 22, 2020.
Dividends paid and similar cash or in-kind distributions made by
Logitech to a holder of Logitech shares (including dividends or
liquidation proceeds and stock dividends), other than distributions
of qualifying additional paid-in-capital if it is available under
the current Swiss tax regime, are subject to a Swiss federal
anticipatory tax at a rate of 35%. The anticipatory tax must be
withheld by Logitech from the gross distribution and paid to the
Swiss Federal Tax Administration.
A Swiss resident holder and beneficial owner of Logitech shares may
qualify for a full refund of the Swiss anticipatory tax withheld
from such dividends. A holder and beneficial owner of Logitech
shares who is a non-resident of Switzerland, but a resident of a
country that maintains a double tax treaty with Switzerland, may
qualify for a full or partial refund of the Swiss anticipatory tax
withheld from such dividends by virtue of the provisions of the
applicable treaty between Switzerland and the country of residence
of the holder and beneficial owner of the Logitech
shares.
In accordance with the tax convention between the United States and
the Swiss Confederation (Treaty), a mechanism is provided whereby a
U.S. resident (as determined under the Treaty), and U.S.
corporations, other than U.S. corporations having a "permanent
establishment" or a fixed base, as defined in the Treaty, in
Switzerland, generally can obtain a refund of the Swiss
anticipatory tax withheld from dividends in respect of Logitech
shares, to the extent that 15% of the gross dividend is withheld as
final withholding tax (i.e. 20% of the gross dividend may
generally be refunded). In specific cases, U.S. companies not
having a "permanent establishment" or a fixed base in Switzerland
owning at least 10% of Logitech registered shares may receive a
refund of the Swiss anticipatory tax withheld from dividends to the
extent it exceeds 5% of the gross dividend (i.e., 30% of the
gross dividend may be refunded). To get the benefit of a refund,
holders must beneficially own Logitech shares at the time such
dividend becomes due.
Logitech International S.A. | Fiscal 2022 Form 10-K |
36
Share Repurchases
In fiscal year 2022, the following approved share repurchase
program was in place (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Share Repurchase Program |
Approved Shares |
|
Approved Amounts
(1)
|
May 2020 |
17,311 |
|
|
$ |
1,000,000 |
|
|
|
|
|
|
|
|
|
(1) In April 2021, our Board of Directors approved an increase of
$750.0 million of the 2020 share repurchase program, to an
aggregate amount of $1.0 billion. The Swiss Takeover Board
approved this increase and it became effective on May 21,
2021.
The following tables present certain information related to
purchases made by Logitech of its equity securities under its
publicly announced share repurchase programs (in thousands, except
per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Price Per Share |
|
Remaining Amount that May Yet Be
Repurchased under the Program |
During Fiscal Year Ended |
|
Shares
Repurchased** |
|
CHF (LOGN) |
|
USD (LOGI) |
|
March 31, 2020 * |
|
1,251 |
|
|
38.91 |
|
|
— |
|
|
$ |
137,386 |
|
March 31, 2021 |
|
1,845 |
|
|
81.35 |
|
89.20 |
|
|
$ |
85,382 |
|
March 31, 2022 |
|
4,607 |
|
|
82.15 |
|
|
89.36 |
|
|
$ |
423,696 |
|
* The 2017 share repurchase program expired in April 2020 and the
unused amount was forfeited.
** All shares were repurchased on the SIX in fiscal year 2020. In
fiscal year 2021, 969 thousand shares were repurchased on the SIX
and 876 thousand shares on NASDAQ. In fiscal year 2022, 3,921
thousand shares were repurchased on the SIX and 686 thousand shares
on NASDAQ.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares
Repurchased |
|
Weighted Average Price Paid Per Share |
|
Remaining Amount that May Yet Be
Repurchased under the Program |
During the three months ended March 31, 2022 |
|
|
CHF (LOGN) |
|
USD (LOGI) |
|
Month 1 |
|
|
|
|
|
|
|
|
January 1, 2022 to January 28, 2022 |
|
|
|
|
|
|
|
|
SIX |
|
449 |
|
|
75.01 |
|
|
— |
|
|
$ |
508,293 |
|
Nasdaq |
|
63 |
|
|
— |
|
|
82.15 |
|
|
503,093 |
|
Month 2 |
|
|
|
|
|
|
|
|
January 29, 2022 to February 25, 2022 |
|
|
|
|
|
|
|
|
SIX |
|
379 |
|
72.93 |
|
— |
|
|
473,171 |
|
|
|
|
|
|
|
|
|
|
Month 3 |
|
|
|
|
|
|
|
|
February 26, 2022 to March 31, 2022 |
|
|
|
|
|
|
|
|
SIX |
|
652 |
|
67.77 |
|
— |
|
|
425,692 |
|
Nasdaq |
|
29 |
|
— |
|
|
69.55 |
|
|
423,696 |
|
|
|
1,572 |
|
|
71.33 |
|
77.20 |
|
|
$ |
423,696 |
|
Performance Graph
The information contained in the Performance Graph shall not be
deemed to be "soliciting material" or "filed" with the SEC or
subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), except to the
extent that we specifically incorporate it by reference into a
document filed under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act.
Logitech International S.A. | Fiscal 2022 Form 10-K |
37
The following graph compares the cumulative total stockholder
return on our shares, the Nasdaq Composite Index, and the
S&P 500 Information and Technology Index. The graph
assumes that $100 was invested in our LOGI shares, the Nasdaq
Composite Index and the S&P 500 Information and Technology
Index on March 31, 2017 and calculates the annual return
through March 31, 2022. The stock price performance on the
following graph is not necessarily indicative of future stock price
performance.
________________________________________
*$100 invested on March 31, 2017, in stock or index, including
reinvestment of dividends.
Fiscal year ending March 31.
Copyright© 2022 Standard & Poor's, a division of S&P
Global. All rights reserved.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
2017 |
|
2018 |
|
2019 |
|
2020 |
|
2021 |
|
2022 |
Logitech |
|
$ |
100 |
|
|
$ |
117 |
|
|
$ |
126 |
|
|
$ |
139 |
|
|
$ |
341 |
|
|
$ |
242 |
|
Nasdaq Composite Index |
|
$ |
100 |
|
|
$ |
121 |
|
|
$ |
134 |
|
|
$ |
135 |
|
|
$ |
233 |
|
|
$ |
252 |
|
S&P 500 Information and Technology Index |
|
$ |
100 |
|
|
$ |
128 |
|
|
$ |
147 |
|
|
$ |
163 |
|
|
$ |
271 |
|
|
$ |
328 |
|
ITEM 6. (Reserved)
Logitech International S.A. | Fiscal 2022 Form 10-K |
38
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking
statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these statements
as a result of certain factors, including those set forth above in
Item 1A "Risk Factors," and below
in Item 7A, "Quantitative and Qualitative Disclosures about
Market Risk." Please read the following discussion and analysis of
our financial condition and results of operations together with our
consolidated financial statements and related notes included under
Item 8 of this Annual Report on Form 10-K.
Overview of Our Company
Logitech is a world leader in designing, manufacturing and
marketing products that help connect people to digital and cloud
experiences. Forty years ago, Logitech created products to
improve experiences around the personal computer ("PC") platform,
and today it is a multi-brand, multi-category company designing
products that enable people to pursue their passions and connect to
the world. Logitech’s products align with several large
secular trends including work and learn from anywhere, video
everywhere, the increasing popularity of gaming as a spectator and
participant sport, and the democratization of content creation.
Logitech's brands include Logitech, Logitech G, ASTRO Gaming,
Streamlabs, Blue Microphones, and Ultimate Ears. Our Company's
website is www.logitech.com.
Our products participate primarily in four large market
opportunities: Creativity & Productivity, Gaming, Video
Collaboration and Music. We sell our products to a broad network of
domestic and international customers, including direct sales to
retailers, e-tailers and enterprise customers, and indirect sales
through distributors. Our worldwide channel network includes
consumer electronics distributors, retailers, e-tailers, mass
merchandisers, specialty stores, computer and telecommunications
stores, value-added resellers and online merchants. We primarily
sell our services directly to end customers.
From time to time, we may seek to partner with or acquire, when
appropriate, companies that have products, personnel, and
technologies that complement our strategic direction. For example,
in February 2021, we acquired Mevo Inc. ("Mevo") to complement our
PC webcams portfolio and enable us to offer end-to-end solution for
streaming and content creation, and in October 2019, we acquired
General Workings, Inc. ("Streamlabs") to complement our Gaming
portfolio (see Note 3 to the consolidated financial statements). We
continually review our product offerings and our strategic
direction in light of our profitability targets, competitive
conditions, changing consumer trends and the evolving nature of the
interface between the consumer and the digital world.
Impacts of COVID-19 to Our Business
In March 2020, the World Health Organization declared the outbreak
of COVID-19 as a pandemic, which continues to spread throughout the
world. The spread of COVID-19 has caused public health officials to
recommend precautions to mitigate the spread of the virus and, in
certain markets in which we operate, government authorities have
from time to time issued orders that require the closure of or
restrictions on non-essential businesses and people to be
quarantined or to shelter-at-home. The ongoing COVID-19 pandemic
has curtailed global economic activity, caused volatility and
disruption in global financial and commercial markets, and is
likely to continue to cause uncertainty for an indeterminate amount
of time. While most of our offices have at least partially reopened
or will be reopening in the near future, we are conducting our
business with substantial modifications, such as employee remote
work in many non-manufacturing facilities and travel limitations,
among other changes. We are continuing to actively monitor the
situation and may take further actions that alter our business
operations as may be required by federal, state or local
authorities in the countries in which we operate, or that we
determine are in the best interest of our employees, customers,
partners, suppliers or shareholders.
Since the outbreak of COVID-19 in early 2020 we experienced
disruptions to our supply chain and logistics, inventory
constraints, and increased logistics costs, as we attempted to
address the effects of the COVID-19 pandemic. At the same time, due
to the shelter-at-home requirements or other restrictions in many
countries, there was an acceleration of work-from-anywhere,
learn-from-anywhere, gaming, video collaboration and streaming
trends and high demand and consumption of certain of our products
that led to increased sales and operating income. While we
continued to experience increased sales in fiscal year 2022
compared to fiscal year 2021, we also experienced supply and demand
volatility, as the COVID-19 pandemic and related safety measures
and restrictions have evolved differently across the world.
Further, the demand volatility has led to, and could continue to
lead to in the future, higher promotions and marketing expenses, or
excess inventories, or both, which could have an adverse impact on
our results of operations.
Logitech International S.A. | Fiscal 2022 Form 10-K |
39
In addition, the COVID-19 pandemic has resulted in, and could
continue to result in, industry-wide global supply chain
challenges, including manufacturing, transportation and logistics.
We purchase certain products and key components from a limited
number of sources, and depend on the supply chain, including
freight, to receive components, transport finished goods and
deliver our products across the world. While we proactively manage
our supply chain, we expect to continue to be impacted by higher
logistics and component costs, prolonged delays, and challenges
with component availability. Most recently, Shanghai, China, began
a lockdown in late March 2022 due to another outbreak of COVID-19,
resulting in a lockdown of the city, closures of ports and
airports, and disruption of commercial activities, further
constraining our supply chain. If the Shanghai lockdown is
extended, including to our Suzhou manufacturing facility, and to
other places where our suppliers and partners are located, such
measures, depending on their duration, could cause additional
negative impact on our business and results of
operations.
It is still difficult to predict the progression, the duration and
all of the effects of COVID-19, how business restrictions and
shelter-at-home guidelines will continue evolving on a global
basis, how consumer demand, supply chain challenges, including
inventory and logistical effects and costs, may change over time,
and the impact on our future sales and results of operations. The
full extent of the impact of the COVID-19 pandemic on our business
and our operational and financial performance remains uncertain and
will depend on many factors outside our control. For additional
information, see "Liquidity
and Capital Resources"
below and Item 1A "Risk
Factors,"
including under the caption "The
full effect of the COVID-19 pandemic is still uncertain and cannot
be predicted, and could adversely affect our business, results of
operations and financial condition.",
"If
we do not successfully coordinate the worldwide manufacturing and
distribution of our products, we could lose sales” and “We purchase
key components and products from a limited number of sources, and
our business and operating results could be adversely affected if
supply were delayed or constrained or if there were shortages of
required components.”
Impacts of Macroeconomic and Geopolitical Conditions on our
Business
Adverse macroeconomic conditions, including but not limited to
inflation, slower growth or recession, new or increased tariffs,
changes to fiscal and monetary policy, higher interest rates and
currency fluctuations could adversely affect demand for our
products. In addition, in February 2022, Russia invaded Ukraine
resulting in, among other things, broad economic sanctions being
imposed on Russia, which has further increased existing global
supply chain, logistics, and inflationary challenges. Such global
or regional economic and political conditions may also have a
significant impact on our suppliers, contract manufacturers,
logistics providers, and distributors, causing increases in cost of
materials. Furthermore, these conditions may lead to price
increases in certain of our product markets. Price increases may
not successfully offset cost increases or may cause us to lose
market share and in turn adversely impact our
operations.
In the fourth quarter of fiscal year 2022, we indefinitely ceased
all sales and shipments to Russia. Our sales in Ukraine have also
been halted due to the ongoing military operations on the Ukrainian
territory. Our business in Russia and Ukraine were not material to
our results and accounted for approximately 2% of total revenue for
fiscal year 2022.
For additional information, see item 1A "Risk
Factors,"
including under the caption
“We purchase key components and products from a limited number of
sources, and our business and operating results could be adversely
affected if supply were delayed or constrained or if there were
shortages of required components,” “Our principal manufacturing
operations and third-party contract manufacturers are located in
China and Southeast Asia, which exposes us to risks associated with
doing business in that geographic area as well as potential
tariffs, adverse tax consequences and pressure to move or diversify
our manufacturing locations” and “If we do not accurately forecast
market demand for our products, our business and operating results
could be adversely affected.”
Summary of Financial Results
Our total sales for fiscal year 2022 increased 4% compared to
fiscal year 2021, primarily driven by growth in sales in Gaming,
Keyboards & Combos, and Pointing Devices, partially offset by a
decline in sales of Tablet & Other Accessories, Audio &
Wearables, and Video Collaboration.
Sales for fiscal year 2022 increased 5% and 10% in the Americas and
Asia Pacific, respectively, and declined 1% in EMEA, compared to
fiscal year 2021.
Gross margin for fiscal year 2022 decreased by 320
basis points to 41.3%, compared to fiscal year 2021, due to
increased promotional spending, higher reserves for excess
inventories, and higher material and logistic costs, partially
offset by favorable impacts from product mix and changes in
currency exchange rates.
Logitech International S.A. | Fiscal 2022 Form 10-K |
40
Operating expenses for fiscal year 2022 were $1,489.0 million, or
27.2% of sales, compared to $1,187.6 million, or 22.6% of sales,
for fiscal year 2021. The increase in operating expenses was
primarily driven by $195.6 million higher third-party costs to
support our long-term growth opportunities and branding development
as well as $124.6 million higher personnel-related costs due
to additional headcount across departments to support business
growth. These increases were partially offset by a $30 million
contribution into a charitable donor advised fund in fiscal year
2021 to support our social giving strategies.
Included in the income tax provision of $131.3 million and $200.9
million in fiscal year 2022 and 2021 was $88.7 million and $152.6
million, respectively, of tax expense from Switzerland that
reflects the post enactment of the Tax Reform and AHV Financing
(“TRAF") by the canton of Vaud. TRAF was enacted in the fourth
quarter of fiscal year 2020 and took effect as of January 1,
2020.
Net income for fiscal year 2022 was
$644.5 million,
compared to $947.3 million for fiscal year 2021.
Trends in Our Business
Our products participate primarily in four large multi-category
market opportunities, including Creativity & Productivity,
Gaming, Video Collaboration and Music. The following discussion
represents key trends specific to our market
opportunities.
Trends Specific to Our Market Opportunities
Creativity & Productivity:
In the past few years, new PC shipments were strong due to
work-from-home and learn-from-home trends. We believe that
innovative PC peripherals, such as our mice and keyboards, can
renew the PC usage experience and help improve the productivity and
engagement of remote work and learning, thus providing growth
opportunities. Hybrid work culture will also greatly expand the
number of new workspaces to which we can attach our PC peripherals.
Increasing adoption of various cloud-based applications has led to
multiple unique consumer use cases, which we are addressing with
our innovative product portfolio and a deep understanding of our
customer base. The popularity of streaming coupled with
work-from-home trends, provide growth opportunities for our webcam
products as well as other products in our portfolio. Smaller mobile
computing devices, such as tablets, have created new markets and
usage models for peripherals and accessories. We offer a number of
products to enhance the use of mobile devices, including a combo
backlit keyboard case with trackpad for the iPad.
Gaming:
The PC gaming and console gaming platforms continue to show strong
structural growth opportunities as online
gaming, multi-platform experiences, and esports gain greater
popularity and gaming becomes more social.
We
expect gaming will increasingly become one of the largest
participant and spectator sports in the world. We believe Logitech
is well positioned to benefit from the overall gaming market
growth. In addition, our acquisition of Streamlabs provides a solid
platform to deliver recurring services and subscriptions to gamers
and streamers.
Video Collaboration:
The near and long-term structural growth opportunities in the video
collaboration market continue to be strong as commercial and
consumer adoption of video has seen substantial growth since the
start of the COVID-19 pandemic. Video meetings continue to be an
opportunity as companies want lower-cost, cloud-based solutions
that can provide their employees with the ability to work from
anywhere. We are continuing our efforts to create and sell
innovative products to accommodate the increasing demand from home
offices and small-size meeting rooms, such as huddle rooms, to
medium and large-sized meeting rooms. We will continue to invest in
the development of select business-specific products (both hardware
and software), targeted product marketing and sales channel
development. The digitization of learning and hybrid learning
environments have also created demand and growth opportunities in
the education market.
Music:
Consumers are optimizing their audio experiences on their tablets
and smartphones with a variety of music peripherals including
wireless mobile speakers and in-ear and other headphones. However,
the mobile speaker market has matured and the integration of
personal voice assistants has increased competition in the speaker
category. In addition, the retail footprint has decreased
significantly due to the COVID-19 pandemic. These factors have led
to a decline in our Mobile Speakers category sales in the past
three years. In the wireless headphone industry, the largest growth
in recent years has been in true wireless headphones while
traditional wireless headphones have declined significantly. We
will continue developing wireless audio products as growth in the
wireless headphone market is expected for the next several
years.
Logitech International S.A. | Fiscal 2022 Form 10-K |
41
Business Seasonality and Product Introductions
We have historically experienced higher sales in our third fiscal
quarter ending December 31, compared to other fiscal quarters in
our fiscal year, primarily due to the increased consumer demand for
our products during the year-end holiday buying season and year-end
spending by enterprises. Additionally, new product introductions
and business acquisitions can significantly impact sales, product
costs and operating expenses. Product introductions can also impact
our sales to distribution channels as these channels are filled
with new product inventory following a product introduction, and
often channel inventory of an earlier model product declines as the
next related major product launch approaches. Sales can also be
affected when consumers and distributors anticipate a product
introduction or changes in business circumstances. However, neither
historical seasonal patterns nor historical patterns of product
introductions should be considered reliable indicators of our
future pattern of product introductions, future sales or financial
performance. Furthermore, cash flow is correspondingly lower in the
first half of our fiscal year as we typically build inventories in
advance for the third quarter and we pay an annual dividend
following our Annual General Meeting, which is typically in
September.
Swiss Federal Tax Reform
As we described above, the canton of Vaud in Switzerland enacted
TRAF on March 10, 2020 that took effect as of January 1, 2020. Our
cash tax payments have increased in Switzerland beginning in fiscal
year 2020 as a result of our transition out of our longstanding tax
ruling from the canton of Vaud.
Capitalization and amortization of research and development
expenses in the U.S.
Pursuant to the Tax Cuts and Jobs Act of 2017, research and
development expenses are required to be capitalized and amortized
over five years for U.S. tax purposes if the research and
development activities are performed in the U.S, effective for tax
year beginning after December 31, 2021. Absent a change in
legislation, the provision is effective for us beginning in fiscal
year 2023 which will delay the deductibility of research and
development expenses. Cash tax payments in the U.S. are expected to
increase beginning in fiscal year 2023.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in
conformity with U.S. GAAP requires us to make judgments,
estimates, and assumptions that affect reported amounts of assets,
liabilities, sales and expenses, and the disclosure of contingent
assets and liabilities.
We consider an accounting estimate critical if it:
(i) requires management to make judgments and estimates about
matters that are inherently uncertain; and (ii) is important
to an understanding of our financial condition and operating
results.
We base our estimates on historical experience and various other
factors that we believe to be reasonable under the circumstances.
Although these estimates are based on management's best knowledge
of current events and actions that may impact us in the future,
actual results could differ from those estimates. Management has
discussed the development, selection and disclosure of these
critical accounting estimates with the Audit Committee of the Board
of Directors.
We believe the following accounting estimates are most critical to
our business operations and to an understanding of our financial
condition and results of operations and reflect the more
significant judgments and estimates used in the preparation of our
consolidated financial statements.
Accruals for Customer Programs and Product Returns
We record accruals for cooperative marketing, customer incentive,
pricing programs ("Customer Programs") and product returns. The
estimated cost of these programs is usually recorded as a reduction
of revenue. Significant management judgments and estimates must be
used to determine the cost of these programs in any accounting
period. Customer Programs require management to estimate the
percentage of those programs that will not be claimed in the
current period or will not be earned by customers, which is
commonly referred to as "breakage." Breakage is estimated based on
historical claim experience, the period in which the claims are
expected to be submitted, specific terms and conditions with
customers, and other factors. If we receive a separately
identifiable benefit from a customer and can reasonably estimate
the fair value of that benefit, the cost of the Customer Programs
is recognized in operating expenses.
Customer Incentive Programs. Customer
incentive programs include performance-based incentives and
consumer rebates. We offer performance-based incentives to our
customers and indirect partners based on pre-
Logitech International S.A. | Fiscal 2022 Form 10-K |
42
determined performance criteria. Consumer rebates are offered from
time to time at our discretion for the primary benefit of
end-users. Customer incentive programs are considered variable
consideration, which we estimate and record as a reduction to
revenue at the time of sale based on negotiated terms,
historical experiences, forecasted incentives, the anticipated
volume of future purchases, and inventory levels in the
channel.
Product Returns. We
grant limited rights to return products. Return rights vary by
customer and range from just the right to return the defective
product to stock rotation rights limited to a percentage of sales
approved by management. Estimates of expected future product
returns are recognized at the time of sale based on analyses of
historical return trends by the customer and by product,
inventories owned by and located at customers, current customer
demand, current operating conditions, and other relevant customer
and product information. Upon recognition, we reduce sales and cost
of goods sold for the estimated return. 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.
We apply a breakage rate to reduce our accruals of Customer
Programs based on the estimated percentage of these Customer
Programs that will not be claimed or earned. The breakage rate is
applied at the time of sale. Assessing the period in which claims
are expected to be submitted and the relevance of the historical
claim experience require significant management judgment to
estimate the breakage of Customer Programs in any accounting
period.
We regularly evaluate the adequacy of our accruals for Customer
Programs and product returns. Future market conditions and product
transitions may require us 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, we would be required to record incremental increases or
reductions to revenue or operating expenses.
Inventory Valuation
We must order components for our products and build inventory in
advance of customer orders. Further, our industry is characterized
by rapid technological change, short-term customer commitments and
rapid changes in demand.
We record inventories at the lower of cost and net realizable value
and record write-downs of inventories that are obsolete or in
excess of anticipated demand or net realizable value. A review of
inventory is performed each fiscal quarter that considers factors
including the marketability and product lifecycle stage, product
development plans, component cost trends, historical sales, and
demand forecasts that consider the assumptions about future demand
and market conditions. Inventory on hand that is not expected to be
sold or utilized is considered excess, and we recognize the
write-down in the cost of goods sold at the time of such
determination. The write-down is determined by the excess of cost
over net realizable value. Net realizable value is the estimated
selling price in the ordinary course of business, less reasonably
predictable costs of completion, disposal and transportation. At
the time of loss recognition, new cost basis per unit and the
lower-cost basis for that inventory are established and subsequent
changes in facts and circumstances would not result in an increase
in the cost basis. If there is an abrupt and substantial decline in
demand for Logitech's products or an unanticipated change in
technological or customer requirements, we may be required to
record additional write-downs that could adversely affect gross
margins in the period when the write-downs are recorded. We also
extend the assessment to non-cancelable purchase orders if the
inventories are considered excess and record the liability that is
reasonably possible to be incurred in accrued and other
liabilities.
Accounting for Income Taxes
We operate in multiple jurisdictions and our profits are taxed
pursuant to the tax laws of these jurisdictions. Our effective
income tax rate may be affected by the changes in or
interpretations of tax laws and tax agreements in any given
jurisdiction, utilization of net operating loss and tax credit
carryforwards, changes in geographical mix of income and expense,
and changes in our assessment of matters such as the ability to
realize deferred tax assets. As a result of these considerations,
we must estimate income taxes in each of the jurisdictions in which
we operate. This process involves estimating current tax exposure
together with assessing temporary differences resulting from the
different treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which
are included in the consolidated balance sheet.
We assess the likelihood that our deferred tax assets will be
recovered from future taxable income, considering all available
evidence such as historical levels of income, expectations and
risks associated with estimates of future
Logitech International S.A. | Fiscal 2022 Form 10-K |
43
taxable income and ongoing prudent and feasible tax strategies.
When we determine that it is not more likely than not that we will
realize all or part of our deferred tax assets, an adjustment is
charged to earnings in the period when such determination is made.
Likewise, if we later determine that it is more likely than not
that all or a part of our deferred tax assets would be realized,
the previously provided valuation allowance would be
reversed.
We make certain estimates and judgments about the application of
tax laws, the expected resolution of uncertain tax positions and
other matters surrounding the recognition and measurement of
uncertain tax benefits. In the event that uncertain tax positions
are resolved for amounts different than our estimates, or the
related statutes of limitations expire without the assessment of
additional income taxes, we 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 our
income tax provision and our results of operations.
Business Acquisitions
Accounting for business acquisitions requires us to make
significant estimates and assumptions, especially at the
acquisition date with respect to tangible and intangible assets
acquired and liabilities assumed and pre-acquisition contingencies.
We use our best estimates and assumptions to accurately assign fair
value to the tangible and intangible assets acquired and
liabilities assumed at the acquisition date.
Examples of critical estimates in valuing certain intangible assets
and goodwill we have acquired and liabilities we have assumed
include but are not limited to:
•assumptions
regarding royalty rate range and forecasted revenue growth
rate;
•assumptions
regarding the estimated useful life of the acquired
intangibles;
•discount
rates;
•projected
risk-based net revenues forecast; and
•asset
volatility.
Unanticipated events and circumstances may occur that may affect
the accuracy or validity of such assumptions, estimates or actual
results.
The economic useful life of the developed technology from the
business acquisitions was determined based on the technology cycle
related to developed technology of existing products, as well as
the cash flows over the forecasted periods.
The economic useful life of the customer relationships from the
business acquisitions was determined based on historical customer
turnover rates and the industry benchmarks.
The economic useful life of the trademarks and trade names from the
business acquisitions was determined based on the expected life of
the trade names and the cash flows anticipated over the forecasted
periods.
For additional information about our Critical Accounting Estimates,
see Note 2—Summary of Significant Accounting Policies in our Notes
to our consolidated financial statements below.
Adoption of New Accounting Pronouncements
Refer to Note 2 to the consolidated financial statements included
in this Annual Report on Form 10-K for recent accounting
pronouncements adopted and to be adopted.
Constant Currency
We refer to our net sales growth rates excluding the impact of
currency exchange rate fluctuations as "constant currency" sales
growth rates. Percentage of constant currency sales growth is
calculated by translating prior period sales in each local currency
at the current period’s average exchange rate for that currency and
comparing that to current period sales.
Given our global sales presence and the reporting of our financial
results in U.S. Dollars, our financial results could be affected by
significant shifts in currency exchange rates. See “Results of
Operations” for information on the effect of currency exchange
results on our sales. If the U.S. Dollar appreciates or depreciates
in comparison to other currencies in future periods, this will
affect our results of operations in future periods as
well.
Logitech International S.A. | Fiscal 2022 Form 10-K |
44
References to Sales
The term “sales” means net sales, except as otherwise specified and
the sales growth discussion and sales growth rate percentages are
in U.S. Dollars, except as otherwise specified.
Results of Operations
Net Sales
Our sales in fiscal year 2022
increased 4%, compared to fiscal year 2021.
The increase in sales was primarily driven by growth in
sales
in Gaming, Keyboards & Combos, and Pointing Devices, partially
offset by a decline in sales of Tablet & Other Accessories,
Audio & Wearables, and Video Collaboration. Our sales growth
in
fiscal year 2022 was driven by continued demand from hybrid work
trends and popularity of esports and social gaming, partially
offset by the negative impacts from higher promotions and
industry-wide supply chain challenges, including supply
availability and logistics delays. If
currency exchange rates had been constant in 2022 and 2021, our
constant currency sales growth rate would have remained at
4%.
Sales Denominated in Other Currencies
Although our financial results are reported in U.S. Dollars, a
portion of our sales was generated in currencies other than the
U.S. Dollar,
such as the Euro, Chinese Renminbi, Japanese Yen, Australian
Dollar, Canadian Dollar, Pound Sterling and New Taiwan
Dollar.
For the years ended March 31, 2022 and 2021, approximately
50%
and 52%, respectively, of our sales were denominated in currencies
other than the U.S. Dollar.
Sales by Region
The following table presents the change in sales by region for
fiscal year 2022 compared with fiscal year 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 vs. 2021 |
|
|
|
|
Sales Growth Rate |
|
Sales Growth Rate in Constant Currency |
|
|
|
|
Americas |
|
5 |
% |
|
4 |
% |
|
|
|
|
EMEA |
|
(1) |
|
|
— |
|
|
|
|
|
Asia Pacific |
|
10 |
|
|
9 |
|
|
|
|
|
Americas:
The increase in sales in the Americas region for fiscal year 2022,
compared to fiscal year 2021, was primarily driven by growth in
sales of Video Collaboration, Keyboards & Combos, Gaming, and
Tablet & Other Accessories, partially offset by declines in
sales of Audio & Wearables and Mobile Speakers.
EMEA:
The decrease in sales in the EMEA region for fiscal year 2022,
compared to fiscal year 2021, was primarily driven by decline in
sales of Video Collaboration, Audio & Wearables, and PC
Webcams, partially offset by growth in sales of Gaming, Keyboards
& Combos, Pointing Devices, and Tablets & Other
Accessories.
Asia Pacific:
The increase in sales in the Asia Pacific region for fiscal year
2022, compared to fiscal year 2021, was primarily driven by growth
in sales of a majority of our product categories, partially offset
by decline in sales of Tablet & Other Accessories.
Logitech International S.A. | Fiscal 2022 Form 10-K |
45
Sales by Product Categories
Sales by product categories for fiscal years 2022 and 2021 were as
follows (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
Change |
|
|
2022 |
|
2021 |
|
2022 vs. 2021 |
Pointing Devices |
|
$ |
781,108 |
|
|
$ |
680,907 |
|
|
15 |
% |
Keyboards & Combos |
|
967,301 |
|
|
784,488 |
|
|
23 |
|
PC Webcams |
|
403,651 |
|
|
439,865 |
|
|
(8) |
|
Tablet & Other Accessories |
|
310,123 |
|
|
384,301 |
|
|
(19) |
|
Gaming
(1)
|
|
1,451,883 |
|
|
1,239,005 |
|
|
17 |
|
Video Collaboration |
|
997,164 |
|
|
1,044,935 |
|
|
(5) |
|
Mobile Speakers |
|
149,782 |
|
|
174,895 |
|
|
(14) |
|
Audio & Wearables |
|
401,424 |
|
|
468,776 |
|
|
(14) |
|
Smart Home |
|
18,463 |
|
|
34,394 |
|
|
(46) |
|
Other
(2)
|
|
202 |
|
|
713 |
|
|
(72) |
|
Total Sales |
|
$ |
5,481,101 |
|
|
$ |
5,252,279 |
|
|
4 |
% |
(1) Gaming includes streaming services revenue generated by
Streamlabs.
(2) Other includes products that we phased out because they are no
longer strategic to our business.
Sales by Product Categories:
Creativity & Productivity market:
Pointing Devices
Our Pointing Devices category comprises PC- and Mac-related mice
including trackballs,
touchpads
and presentation tools.
During fiscal year 2022, Pointing Devices sales increased 15%,
compared to fiscal year 2021, primarily driven by the increase in
sales for cordless and corded mice.
Keyboards & Combos
Our Keyboards & Combos category comprises PC keyboards,
keyboard/mice combo products, and living room
keyboards.
During fiscal year 2022, Keyboards & Combos sales
increased 23%, compared to fiscal year 2021, driven by increases in
sales of cordless and corded keyboards and keyboard/mice
combos.
PC Webcams
Our PC Webcams category comprises PC-based webcams targeted
primarily at consumers, including streaming cameras.
During fiscal year 2022, PC Webcams sales decreased 8%, compared to
fiscal year 2021, primarily driven by decline in sales of 1080P PRO
Webcam, HD Pro Webcam 920, Streamcam, partially offset by an
increase in sales of Mevo Video Cameras.
Tablet & Other Accessories
Our Tablet & Other Accessories category primarily
comprises keyboards for tablets.
During fiscal year 2022, Tablet & Other Accessories sales
decreased 19%, compared to fiscal year 2021, primarily driven by
decline in sales of Rugged Folio and Slim Folio Products, partially
offset by sales of Combo Touch for iPad Pro 12.9-inch, introduced
in the second quarter of fiscal year 2022, Combo Touch for iPad Pro
11-inch and Combo Touch for iPad Air, introduced in the first
quarter of fiscal year 2022.
Logitech International S.A. | Fiscal 2022 Form 10-K |
46
Gaming market:
Gaming
Our Gaming category comprises gaming mice, keyboards, headsets,
gamepads, steering wheels,
simulation controllers,
console gaming headsets, console gaming controllers, and Streamlabs
services.
During fiscal year 2022, Gaming sales increased 17%, compared to
fiscal year 2021, primarily driven by strong performance in nearly
all of our Gaming sub-categories, including our gaming mice, gaming
steering wheels, and gaming headsets, partially offset by a decline
in the sales of our console gaming headsets and console gaming
controllers.
Video Collaboration market:
Video Collaboration
Our Video Collaboration category includes Logitech’s
ConferenceCams, which combine affordable enterprise-quality audio
and high definition 4K video to bring video conferencing to
businesses of any size, as well as webcams and headsets that turn
any desktop into an instant collaboration space.
During fiscal year 2022, Video Collaboration sales
decreased 5%,
compared to fiscal year 2021,
primarily driven by the decline in sales of webcams and headsets,
partially offset by the increase in sales of conference
peripherals.
Music market:
Mobile Speakers
Our Mobile Speakers category is made up entirely of Bluetooth
wireless speakers.
During fiscal year 2022, Mobile Speakers sales
decreased 14%,
compared to fiscal year 2021,
primarily due to a decline in sales of most of our Mobile Speaker
sub-categories, partially offset by an increase in sales of our
Boom 3 speakers.
Audio & Wearables
Our Audio & Wearables category comprises PC speakers, PC
headsets, in-ear headphones, premium wireless audio wearables and
studio-quality Blue Microphones for professionals and
consumers.
During fiscal year 2022, Audio & Wearables sales decreased 14%,
compared to fiscal year 2021, primarily due to the decrease in
sales of Blue Microphone products, cordless headsets and Jaybird
products, partially offset by an increase in sales of our Ultimate
Ears custom and wireless headsets.
In the third quarter of fiscal year 2022, we made a decision to
cease future product launches under the Jaybird brand, but plan to
continue developing wireless audio products such as Ultimate
Ears.
Smart Home market:
Smart Home
Our Smart Home category is mainly comprised of our Harmony line of
advanced home entertainment controllers and home security
cameras.
During fiscal year 2022, Smart Home sales decreased 46%, compared
to fiscal year 2021. In the fourth quarter of fiscal year 2021, we
made the decision to discontinue manufacturing and selling our
Harmony line of advanced home entertainment controllers as the way
people consume content has shifted to streaming services across
multiple screens. Fiscal year 2022 included sales of remaining
Harmony products in inventory. We continue to sell our Circle home
security cameras within the Smart Home product
category.
Logitech International S.A. | Fiscal 2022 Form 10-K |
47
Gross Profit
Gross profit for fiscal years 2022 and 2021 was as follows (Dollars
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
Change |
Net sales |
|
$ |
5,481,101 |
|
|
$ |
5,252,279 |
|
|
4.4 |
% |
|
|
|
|
|
|
|
Gross profit |
|
$ |
2,263,006 |
|
|
$ |
2,335,735 |
|
|
(3.1) |
% |
Gross margin |
|
41.3 |
% |
|
44.5 |
% |
|
|
Gross profit consists of sales, less cost of goods sold (which
includes materials, direct labor and related overhead costs, costs
of manufacturing facilities, royalties, costs of purchasing
components from outside suppliers, distribution costs, warranty
costs, customer support costs, shipping and handling costs, outside
processing costs and write-down of inventories), and amortization
of intangible assets.
Gross margin decreased by 320 basis points to 41.3% during fiscal
year 2022, compared to fiscal year 2021. The decrease in gross
margin was primarily due to increased promotional spending, higher
reserves for excess inventories, higher material costs and logistic
costs, partially offset by favorable impacts from a shift in
product mix and currency exchange rates. The higher material costs
were due to industry-wide supply chain challenges and supply
availability.
Operating Expenses
Operating expenses for fiscal years 2022 and 2021 were as follows
(Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
|
Marketing and selling |
|
$ |
1,025,899 |
|
|
$ |
770,284 |
|
|
|
% of sales |
|
18.7 |
% |
|
14.7 |
% |
|
|
Research and development |
|
291,844 |
|
|
226,023 |
|
|
|
% of sales |
|
5.3 |
% |
|
4.3 |
% |
|
|
General and administrative |
|
148,648 |
|
|
166,577 |
|
|
|
% of sales |
|
2.7 |
% |
|
3.2 |
% |
|
|
Amortization of intangible assets and acquisition-related
costs |
|
16,947 |
|
|
19,064 |
|
|
|
% of sales |
|
0.3 |
% |
|
0.4 |
% |
|
|
Impairment of intangible assets |
|
7,000 |
|
|
— |
|
|
|
% of sales |
|
0.1 |
% |
|
— |
% |
|
|
Change in fair value of contingent consideration for business
acquisition |
|
(3,509) |
|
|
5,716 |
|
|
|
% of sales |
|
(0.1) |
% |
|
0.1 |
% |
|
|
Restructuring charges (credits), net |
|
2,165 |
|
|
(54) |
|
|
|
% of sales |
|
— |
% |
|
— |
% |
|
|
Total operating expenses |
|
$ |
1,488,994 |
|
|
$ |
1,187,610 |
|
|
|
% of sales |
|
27.2 |
% |
|
22.6 |
% |
|
|
The increase in total operating expenses during fiscal
year 2022, compared to fiscal year 2021, was mainly due
to increases in marketing and selling expenses, research and
development expenses, impairment of intangible assets and
restructuring charges related to the Jaybird exit, partially offset
by decrease in general and administrative expenses and change in
fair value of contingent consideration for business
acquisition.
Marketing and Selling
Marketing and selling expenses consist of personnel and related
overhead costs, corporate and product marketing, promotions,
advertising, trade shows, technical support for customer
experiences and facilities costs.
During fiscal year 2022, marketing and selling expenses
increased $255.6 million, compared to fiscal year 2021. The
higher expenses were primarily related to increases of $172.8
million in third-party costs and
Logitech International S.A. | Fiscal 2022 Form 10-K |
48
$73.5 million in personnel-related costs. The increase in
third-party costs was primarily due to increased marketing and
advertising spend to support our investment in brand awareness and
consideration. The higher personnel spend was driven by increased
headcount to support business growth and go-to-market
expansion.
Research and Development
Research and development expenses consist of personnel and related
overhead costs for contractors and outside consultants, supplies
and materials, equipment depreciation and facilities costs, all
associated with the design and development of new products and
enhancements of existing products.
During fiscal year 2022, research and development expenses
increased $65.8 million, compared to fiscal year 2021. The
increases were primarily driven by $39.9 million of additional
personnel-related costs due to increased headcount to support our
investment in innovation. Higher third-party costs of $18.2 million
also contributed to the growth in research and development expense
and were mainly comprised of costs for contractors to support the
increased research and development initiatives.
General and Administrative
General and administrative expenses consist primarily of personnel
and related overhead, information technology, and facilities costs
for the infrastructure functions such as finance, information
systems, executives, human resources and
legal.
During fiscal year 2022, general and administrative expenses
decreased $17.9 million, compared to fiscal year 2021. The
decrease was primarily driven by a $30.0 million contribution
into a charitable donor advised fund in fiscal year 2021, partially
offset an increase of $10.2 million in personnel-related costs due
to increased headcount to support business growth.
Amortization of Intangible Assets and Acquisition-Related
Costs
Amortization of intangible assets included in operating expense and
acquisition-related costs during fiscal years 2022 and
2021 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
|
Amortization of intangible assets |
|
$ |
16,156 |
|
|
$ |
18,489 |
|
|
|
Acquisition-related costs |
|
791 |
|
|
575 |
|
|
|
Total |
|
$ |
16,947 |
|
|
$ |
19,064 |
|
|
|
Amortization of intangible assets consists of amortization of
acquired intangible assets, including customer relationships and
trademarks and trade names. Acquisition-related costs include legal
expense, due diligence costs, and other professional costs incurred
for business acquisitions.
The decrease in amortization of intangible assets and
acquisition-related costs from fiscal year 2021 to 2022 was
primarily driven by write-off Jaybird intangible assets in fiscal
year 2022, partially offset by full year of amortization in fiscal
year 2022 for intangible assets acquired through acquisitions
completed in the fourth quarter of fiscal year 2021.
Impairment of Intangible Assets
During fiscal year 2022, we recognized a pre-tax impairment charge
of $7.0 million, related to the intangibles acquired as part of the
Jaybird acquisition due to our decision to discontinue
Jaybird-branded products.
Change in Fair Value of Contingent Consideration for Business
Acquisition
The
change in fair value of contingent consideration was a decrease of
$3.5 million for fiscal year 2022, primarily due to the
release of the contingent consideration from the acquisition of
Mevo as a result of not achieving the net sales milestone upon
completion of the earn-out period. The change in fair value of
contingent consideration was an increase of $5.7 million for fiscal
year 2021, primarily due to growth in Streamlabs' net sales and the
achievement of the net sales targets during the six-month earn-out
period ended June 30, 2020.
Logitech International S.A. | Fiscal 2022 Form 10-K |
49
Restructuring Charges (Credits), Net
During fiscal year 2022, we recorded restructuring charges of $2.1
million related to our decision to exit Jaybird-branded products.
The total charges consisted of $1.3 million, primarily related to
costs of production cancellation, and $0.8 million related to cash
severance and termination benefits. We expect to complete the
restructuring within the next nine months.
Interest Income
Interest income for fiscal years 2022 and 2021 was as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
|
Interest Income |
|
$ |
1,246 |
|
|
$ |
1,784 |
|
|
|
We invest in highly liquid instruments with an original maturity of
three months or less at the date of purchase, which are classified
as cash equivalents. The decrease in interest income for fiscal
year 2022, compared to fiscal year 2021, was primarily driven by
the decline in interest rates.
Other Income (Expense), Net
Other income and expense for fiscal years 2022 and 2021 was as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
|
Investment income related to the deferred compensation
plan |
|
$ |
1,231 |
|
|
$ |
5,916 |
|
|
|
Currency exchange loss, net |
|
(4,604) |
|
|
(2,688) |
|
|
|
Loss on investments, net |
|
(1,683) |
|
|
(5,910) |
|
|
|
Other |
|
5,616 |
|
|
893 |
|
|
|
Total |
|
$ |
560 |
|
|
$ |
(1,789) |
|
|
|
Investment income related to the deferred compensation plan for
fiscal years 2022 and 2021 represents earnings, gains, and losses
on marketable securities related to a deferred compensation plan
offered by one of our subsidiaries. The decrease in investment
income for fiscal year 2022 compared to fiscal year 2021 primarily
relates to the change in market performance of the underlying
securities.
Currency exchange loss, net, relates to balances denominated in
currencies other than the functional currency in our subsidiaries,
as well as the sale of currencies, and gains or losses recognized
on currency exchange forward contracts. We do not speculate in
currency positions, but we are alert to opportunities to maximize
currency exchange gains and minimize currency exchange losses. The
loss for fiscal year 2022 was primarily related to the
strengthening of the Chinese Renminbi against the U.S.
Dollar.
Loss on investments, net, represents the realized gain (loss) on
sales of investment, unrealized gain (loss) from the fair value
change of investment and gain (loss) on equity-method investments
during the periods presented.
Other, includes the components of net periodic benefit cost other
than the service costs component. The increase in the net gains for
fiscal year 2022, compared to fiscal year 2021, was related to the
actuarial gains primarily resulting from change in termination rate
assumption used for one of our defined benefit plans.
Logitech International S.A. | Fiscal 2022 Form 10-K |
50
Provision for Income Taxes
The provision for income taxes and the effective income tax rate
for fiscal years 2022 and 2021 were as follows (Dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
|
Provision for income taxes |
|
$ |
131,305 |
|
|
$ |
200,863 |
|
|
|
Effective income tax rate |
|
16.9 |
% |
|
17.5 |
% |
|
|
The change in the effective income tax rate between fiscal years
2022 and 2021 was primarily due to the mix of income and losses in
the various tax jurisdictions in which we operate.
We recognized excess tax benefits from share-based payments, net of
shortfalls of $16.3 million and $8.7 million in the United States
in fiscal years 2022 and 2021, respectively, and recognized income
tax benefit from the reversal of uncertain tax positions from the
expiration of statutes of limitations in the amount of $4.9 million
and $4.7 million in fiscal years 2022 and 2021, respectively. In
addition, we recognized income tax benefit of $3.7 million from the
reversal of uncertain tax positions from an effective settlement of
a foreign income tax audit in fiscal year 2022.
As of March 31, 2022 and 2021, the total amount of
unrecognized tax benefits due to uncertain tax positions was
$176.0 million and $160.3 million, respectively, all of
which would affect the effective income tax rate if
recognized.
As of March 31, 2022 and 2021, we had $83.4 million and
$59.2 million, respectively, in non-current income taxes
payable, including interest and penalties, related to our income
tax liability for uncertain tax positions. We recognized
$1.5 million and $1.1 million, in interest and penalties
related to unrecognized tax positions in income tax expense during
fiscal years 2022 and 2021, respectively. As of March 31, 2022
and 2021, we had $3.6 million and $4.9 million, respectively,
of accrued interest and penalties related to uncertain tax
positions.
We file Swiss and foreign tax returns. We received final tax
assessments in Switzerland through fiscal year 2019. For other
material foreign jurisdictions such as the United States and China,
we are generally not subject to tax examinations for years prior to
fiscal year 2019 and calendar year 2019, respectively. In the
United States, the federal and state tax agencies have the
authority to examine periods prior to fiscal year 2019, to the
extent allowed by law, where tax attributes were generated, carried
forward, and being utilized in subsequent years. We are under
examination in foreign tax jurisdictions. If the examinations are
resolved unfavorably, there is a possibility that they may have a
material negative impact on our results of operations.
Liquidity and Capital Resources
Cash Balances, Available Borrowings, and Capital
Resources
As of March 31, 2022, we had cash and cash equivalents of
$1,328.7 million, compared with $1,750.3 million as of
March 31, 2021.
Our cash and cash equivalents consist of bank demand deposits and
short-term time deposits, of which 70% is held in Switzerland, 12%
is held in China (including Hong Kong), and 10% is held in
Germany.
We do not expect to incur any material adverse tax impact except
for what has already been recognized, or to be significantly
inhibited by any country in which we do business from the
repatriation of funds to Switzerland, our home
domicile.
As of March 31, 2022, our working capital was $1,651.8
million, compared with working capital of $1,477.5 million as
of March 31, 2021. The increase was primarily driven by higher
inventories, higher accounts receivable, net, lower accounts
payable and lower accrued and other current liabilities, partially
offset by lower cash and cash equivalents.
We had several uncommitted, unsecured bank lines of credit
aggregating to
$195.0 million as of March 31, 2022. There are no financial
covenants under these lines of credit with which we must comply. As
of March 31, 2022, we had outstanding bank guarantees of $25.5
million under these lines of credit.
Logitech International S.A. | Fiscal 2022 Form 10-K |
51
The following table presents selected financial information and
statistics as of March 31, 2022 and 2021 (Dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
2022 |
|
2021 |
|
|
Accounts receivable, net |
|
$ |
675,604 |
|
|
$ |
612,225 |
|
|
|
Accounts payable |
|
$ |
636,306 |
|
|
$ |
823,233 |
|
|
|
Inventories |
|
$ |
933,124 |
|
|
$ |
661,116 |
|
|
|
Days sales in accounts receivable (DSO)(Days)(1)
|
|
49 |
|
|
36 |
|
|
|
Days accounts payable outstanding (DPO) (Days)(2)
|
|
78 |
|
|
90 |
|
|
|
Inventory turnover (ITO)(x)(3)
|
|
3.2 |
|
|
5.0 |
|
|
|
(1)DSO
is determined using ending accounts receivable, net as of the most
recent quarter-end and sales for the most recent
quarter.
(2)DPO
is determined using ending accounts payable as of the most recent
quarter-end and cost of goods sold for the most recent
quarter.
(3)ITO
is determined using ending inventories and annualized cost of goods
sold (based on the most recent quarterly cost of goods
sold).
DSO as of March 31, 2022 increased by 13 days
to 49 days, as compared to 36 days as of March
31, 2021, primarily due to the timing of sales and customer
payments within the quarter.
DPO as of March 31, 2022 decreased 12 days, compared to
March 31, 2021, primarily due to lower inventory
purchases than prior year as well as timing of purchases and
related payments.
ITO as of March 31, 2022 was lower compared to March 31,
2021, primarily due to lower demand than prior year and industry
wide logistic delays.
If we are not successful in launching and phasing in our new
products, or market competition increases, or we are not able to
sell the new products at the prices planned, it could have a
material impact on our sales, gross profit margin, operating
results including operating cash flow, and inventory turnover in
the future.
During fiscal year 2022, we generated $298.3 million in cash from
operating activities, resulting from net income of 644.5 million, a
favorable impact from adding back non-cash expenses totaling $245.7
million, and an unfavorable net change in operating assets and
liabilities of $591.9 million. Non-cash expenses were primarily
related to share-based compensation expenses, depreciation,
amortization, and deferred income taxes. The increase in accounts
receivable, net was primarily driven by timing of
sales. The
increase in inventories was primarily driven by higher inventory
levels compared to the previously constrained supply from COVID-19
impacts and industry wide logistic delays. The decrease in accounts
payable was primarily driven by lower inventory purchases than
prior years as well as the timing of purchases and related
payments. The decrease in accrued and other liabilities was
primarily driven by a higher annual bonus accrual and a higher
annual income tax payment, both due to strong business performance
in fiscal year 2021.
For fiscal year 2022, net cash used in investing activities was
$107.9 million, primarily due to purchases of property, plant, and
equipment of $89.2 million and payments for an acquisition, net of
cash acquired, of $16.2 million. Our expenditures for property,
plant and equipment during fiscal year 2022 were primarily for
tooling and equipment as well as computer hardware and
software.
For fiscal year 2022, net cash used in financing activities was
$606.8 million, resulting from repurchases of our registered shares
of $412.0 million, payments of cash dividends of $159.4 million,
and tax withholdings related to net share settlements of restricted
stock units of $64.2 million, partially offset by proceeds from
exercise of stock options and purchase rights of $29.6
million.
Logitech International S.A. | Fiscal 2022 Form 10-K |
52
During fiscal year 2022, there was a
$5.2 million loss from currency exchange rate effect on cash and
cash equivalents, primarily due to the weakening of the Euro and
Australian dollar versus the U.S. Dollar by 3%, and 5%,
respectively.
Cash Outlook
Our principal sources of liquidity are our cash and cash
equivalents, cash flow generated from operations and, to a much
lesser extent, capital markets and borrowings. Our future working
capital requirements and capital expenditures may increase to
support investments in product innovations and growth opportunities
or to acquire or invest in complementary businesses, products,
services, and technologies. The future impact of COVID-19 cannot be
predicted with certainty and may increase our costs of capital and
otherwise adversely affect our business, results of operations,
financial condition and liquidity.
In May 2022, the Board of Directors recommended that we pay cash
dividends for fiscal year 2022 of CHF 0.96 per share (approximately
$1.04 per share based
on the exchange rate on March 31, 2022). Based on our shares
outstanding, net of treasury shares, as of March 31, 2022
(165,252,020 shares), this would result in an aggregate gross
dividend of approximately CHF 159.0 million (or approximately
$172.1 million based on the exchange rate on March 31, 2022). In
fiscal year 2022, we paid a cash dividend of CHF
0.87 per share, or CHF 147.0 million (U.S. Dollar amount of $159.4
million) on an aggregate gross basis, out of fiscal year
2021
retained earnings. In fiscal year 2021, we paid a cash dividend of
CHF 0.79 per share, or CHF 134.0 million (U.S. Dollar amount of
$146.7 million) on an aggregate gross basis, out of fiscal year
2020 retained earnings. In fiscal year 2020, we paid a cash
dividend of CHF 0.73 per share, or CHF 121.8 million (U.S. Dollar
amount of $124.2 million) on an aggregate gross basis, out of
fiscal year 2019 retained earnings.
In May 2020, our Board of Directors approved a new share repurchase
program, which authorizes us to invest up to $250.0 million to
purchase our own shares, following the expiration date of the 2017
share repurchase program. In April 2021, our Board of Directors
approved an increase of $750.0 million of the 2020 share
repurchase program, to an aggregate amount of $1.0 billion.
The Swiss Takeover Board approved this increase and it became
effective on May 21, 2021. As of March 31,
2022,
$423.7 million
was available for repurchase under the 2020 repurchase
program.
Although we enter into trading plans for systematic repurchases
(e.g., 10b5-1 trading plans) from time to time, our share
repurchase program provides us with the opportunity to make
opportunistic repurchases during periods of favorable market
conditions and is expected to remain in effect for a period of
three years through July 27, 2023. Shares may be repurchased from
time to time on the open market, through block trades or otherwise.
Opportunistic purchases may be started or stopped at any time
without prior notice depending on market conditions and other
factors.
For over ten years, we have generated positive cash flows from our
operating activities, including cash from operations of $298.3
million, and $1,458.6 million during fiscal years 2022 and 2021,
respectively. If we do not generate sufficient operating cash flows
to support our operations and future planned cash requirements, our
operations could be harmed and our access to credit facilities
could be restricted or eliminated. However, we believe that the
trend of our historical cash flow generation, our projections of
future operations and our available cash balances will provide
sufficient liquidity to fund our operations for at least the next
12 months.
Our other contractual obligations and commitments that require cash
are described in the following sections.
Contractual Obligations and Commitments
Purchase Commitments
As of March 31, 2022, we had non-cancelable purchase
commitments of $736.9 million for inventory purchases made in
the normal course of business from original design manufacturers,
contract manufacturers and other suppliers, the majority of which
are expected to be fulfilled during the first two quarters of
fiscal year 2023. We recorded a liability for firm, non-cancelable,
and unhedged inventory purchase commitments in excess of
anticipated demand or net realizable value consistent with our
valuation of excess and obsolete inventory. As of March 31,
2022, the liability for these purchase commitments was
$46.4 million and is recorded in accrued and other current
liabilities in the consolidated balance sheet.
We have firm purchase commitments of $29.5 million for capital
expenditures, primarily related to commitments for tooling and
equipment for new and existing products. We expect to continue
making capital expenditures in the future to support product
development activities and ongoing and expanded
operations.
Logitech International S.A. | Fiscal 2022 Form 10-K |
53
Although open purchase commitments are considered enforceable and
legally binding, the terms generally allow us to reschedule or
adjust our requirements based on business needs prior to delivery
of goods or performance of services.
Operating Leases Obligation
We lease facilities under operating leases, certain of which
require us to pay property taxes, insurance and maintenance costs.
Operating leases for facilities are generally renewable at our
option and usually include escalation clauses linked to
inflation.
The remaining terms of our non-cancelable operating leases expire
in various years through 2031. See
Note 17 - Leases in our Notes to the consolidated financial
statements included in this report for more information on
leases.
Income Taxes Payable
As of March 31, 2022, we had $83.4 million in non-current
income taxes payable, including interest and penalties, related to
our income tax liability for uncertain tax positions. At this time,
we are unable to make a reasonably reliable estimate of the timing
of payments in individual years in connection with these tax
liabilities.
Indemnifications
We indemnify certain suppliers and customers for losses arising
from matters such as intellectual property disputes 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. As
of March 31, 2022, no amounts have been accrued for
indemnification provisions. We do not believe, based on historical
experience and information currently available, that it is probable
that any material amounts will be required to be paid under our
indemnification arrangements.
We also indemnify our current and former directors and certain
current and former officers. Certain costs incurred for providing
such indemnification may be recoverable under various insurance
policies. We are unable to reasonably estimate the maximum amount
that could be payable under these arrangements because these
exposures are not capped, the obligations are conditional in
nature, and the facts and circumstances involved in any situation
that might arise are variable.
Logitech International S.A. | Fiscal 2022 Form 10-K |
54
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk represents the potential for loss due to adverse
changes in the fair value of financial instruments. As a company
with global operations, we face exposure to adverse movements in
currency exchange rates and interest rates. These exposures may
change over time as business practices evolve and could have a
material adverse impact on our financial results.
Currency Exchange Rates
We report our results in U.S. Dollars. Changes in currency exchange
rates compared to the U.S. Dollar can have a material impact on our
results when the financial statements of our non-U.S. subsidiaries
are translated into U.S. Dollars. The functional currency of our
operations is primarily the U.S. Dollar. Certain operations use the
Swiss Franc or the local currency of the country as their
functional currencies. Accordingly, unrealized currency gains or
losses resulting from the translation of net assets or liabilities
denominated in other currencies to the U.S. Dollar are accumulated
in the cumulative translation adjustment component of accumulated
other comprehensive income (loss) ("AOCI") in shareholders'
equity.
We are exposed to currency exchange rate risk as we transact
business in multiple currencies, including exposure related to
anticipated sales, anticipated purchases and assets and liabilities
denominated in currencies other than the U.S. Dollar. We transact
business in over 30 currencies worldwide, of which the most
significant to operations are the
Euro, Chinese Renminbi, Japanese Yen, Australian Dollar, Canadian
Dollar, Pound Sterling and New Taiwan Dollar.
For the year ended March 31, 2022, approximately 50% of our
sales were in non-U.S. denominated currencies, with 25% of our
sales denominated in Euro. The mix of our costs of goods sold
and operating expenses by currency are significantly different from
the mix of our sales, with a larger portion denominated in U.S.
Dollar and less denominated in Euro and other currencies. A
strengthening U.S. Dollar has a more unfavorable impact on our
sales compared to the favorable impact on our cost of goods sold
and operating expenses, resulting in an adverse impact on our
operating results.
We enter into currency forward and swap contracts to reduce the
short-term effects of currency fluctuations on certain receivables
or payables denominated in currencies other than the
functional currencies of our subsidiaries. These contracts
generally mature within one month. The gains or losses on these
contracts are recognized in earnings based on the changes in fair
value.
If an adverse 10% foreign currency exchange rate change had been
applied to total monetary assets and liabilities denominated in
currencies other than the functional currencies at the balance
sheet dates, it would have resulted in an adverse effect on income
before income taxes of approximately $24.4 million and
$37.8 million as of March 31, 2022 and 2021,
respectively. The adverse effect as of March 31,
2022 and 2021 is after consideration of the
offsetting effect of approximately $15.9 million and
$12.4 million, respectively, from foreign exchange contracts
in place as of such dates.
We enter into cash flow hedge contracts to protect against
exchange rate exposure of forecasted inventory purchases. These
hedging contracts mature within four months. Gains and losses
in the fair value of the effective portion of the hedges are
deferred as a component of AOCI until the hedged inventory
purchases are sold, at which time the gains or losses are
reclassified to cost of goods sold.
If the U.S. dollar had weakened by 10%, the amount recorded in AOCI
related to our foreign exchange contracts before tax effect as
of March 31, 2022 and 2021 would have been
approximately $12.5 million and $16.5 million lower,
respectively. The change in the fair value recorded in AOCI would
be expected to offset a corresponding foreign currency change in
cost of goods sold when the hedged inventory purchases are
sold.
ITEM 8. FINANCIAL STATEMENTS
Logitech's financial statements and supplementary data required by
this item are set forth as a separate section of this Annual Report
on Form 10-K. See Item 15(a) for a listing of
financial statements provided in the section titled "Financial
Statements."
Logitech International S.A. | Fiscal 2022 Form 10-K |
55
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND
PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company’s
Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
has conducted an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this Annual Report on Form 10-K (this
Annual Report) required by Exchange Act Rules 13a-15(b) or
15d-15(b).
Disclosure controls and procedures are designed to reasonably
assure that information required to be disclosed in our reports
filed or submitted under the Exchange Act, such as this Annual
Report on Form 10-K, is recorded, processed, summarized and
reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures are also designed to reasonably
assure that this information is accumulated and communicated to our
management, including the CEO and CFO, to allow timely decisions
regarding required disclosure. Based on this evaluation, the CEO
and CFO concluded that, as of the end of the period covered by this
Annual Report, the Company’s disclosure controls and procedures
were effective at a reasonable assurance level.
Attached as exhibits to this Annual Report are certifications of
the CEO and CFO, which are required in accordance with Rule 13a-14
of the Exchange Act. This Controls and Procedures section includes
the information concerning the controls evaluation referred to in
the certifications, and it should be read in conjunction with the
certifications for a more complete understanding of the topics
presented.
(b) Management's Report on Internal Control over Financial
Reporting
The Company's management is responsible for establishing and
maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of the Company’s
management, including the CEO and CFO, the Company conducted an
evaluation of the effectiveness of its internal control over
financial reporting based on the criteria established in the
Internal Control-Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our
internal control over financial reporting was effective as of March
31, 2022.
The effectiveness of the Company's internal control over financial
reporting as of March 31, 2022 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in its
report, which appears in Item 15.
(c) Changes in Internal Control over Financial
Reporting
There were no changes in the Company's internal control over
financial reporting during the fourth quarter of fiscal year 2022
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
(d) Limitations on the Effectiveness of Controls
The Company's management, including the CEO and the CFO, does not
expect that the Company's disclosure controls and procedures or
internal control over financial reporting will prevent all errors
and all fraud. Internal control over financial reporting, no matter
how well designed and operated, can provide only reasonable, not
absolute, assurance that the objectives will be met. Because of the
inherent limitations in internal control over financial reporting,
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the
realities that judgments in decision making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls
can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part on
certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in
conditions
Logitech International S.A. | Fiscal 2022 Form 10-K |
56
or deterioration in the degree of compliance with policies or
procedures. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and
not be detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS
None.
Logitech International S.A. | Fiscal 2022 Form 10-K |
57
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Information regarding our executive officers is incorporated herein
by reference to Part I, Item 1, above.
Other information required by this Item may be found in the
definitive Proxy Statement for the 2022 Annual Meeting of
Shareholders and is incorporated herein by reference.
The Company's code of ethics policy entitled, "Logitech Code of
Conduct" covers members of the Company's board of directors, the
principal executive officer, principal financial and accounting
officer and other executive officers as well as all other
employees.
Any amendments or waivers of the code of ethics for members of the
Company's board of directors or executive officers will be
disclosed in the investor relations section of the Company's
website within four business days following the date of the
amendment or waiver. During fiscal year 2020, the Company updated
and revised its code of ethics. The new code was posted to the
investor relations section of the Company's website.
Logitech's code of ethics is available on the Company's website at
www.logitech.com, and for no charge, a copy of the Company's code
of ethics can be requested via the following address or phone
number:
Logitech
Investor Relations
7700 Gateway Boulevard
Newark, CA 94560 USA
Main (510) 795-8500
ITEM 11. EXECUTIVE
COMPENSATION
The information required by this item may be found in the Proxy
Statement for the 2022 Annual Meeting of Shareholders and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item may be found in the Proxy
Statement for the 2022 Annual Meeting of Shareholders and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item may be found in the Proxy
Statement for the 2022 Annual Meeting of Shareholders and is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
The information required by this item may be found in the Proxy
Statement for the 2022 Annual Meeting of Shareholders and is
incorporated herein by reference.
Logitech International S.A. | Fiscal 2022 Form 10-K |
58
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a)The
following documents are filed as part of this Annual Report on
Form 10-K:
1. Financial Statements and Supplementary Data
Financial Statements:
2. Financial Statement Schedule
3. Exhibits
Logitech International S.A. | Fiscal 2022 Form 10-K |
59
Index to Exhibits
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Incorporated by Reference |
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Exhibit No. |
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Exhibit |
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Form |
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File No. |
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Filing Date |
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Exhibit No. |
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Filed
Herewith |
2.1 |
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*** |
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10-Q |
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0-29174 |
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10/25/2018 |
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2.1 |
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2.2 |
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*** |
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10-Q |
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0-29174 |
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10/24/2019 |
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2.1 |
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3.1 |
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10-Q |
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0-29174 |
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10/22/2020 |
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3.1 |
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3.2 |
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10-Q |
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0-29174 |
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1/21/2021 |
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3.1 |
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4.1 |
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10.1 |
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** |
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S-8 |
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333-100854 |
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5/27/2003 |
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4.2 |
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10.2 |
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** |
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DEFA14A |
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0-29174 |
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7/22/2016 |
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App. A |
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10.3 |
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** |
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10-Q |
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0-29174 |
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11/4/2008 |
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10.1 |
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10.4 |
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** |
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DEFA14A |
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0-29174 |
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7/23/2013 |
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App. A |
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10.5 |
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** |
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DEFA14A |
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0-29174 |
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7/23/2013 |
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App. B |
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10.6 |
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** |
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20-F |
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0-29174 |
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5/21/2003 |
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4.1 |
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10.7 |
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** |
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20-F |
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0-29174 |
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5/21/2003 |
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4.2 |
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10.8 |
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** |
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DEFA14A |
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0-29174 |
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7/23/2013 |
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App. C |
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10.9 |
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** |
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10-Q |
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0-29174 |
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11/4/2009 |
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10.2 |
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10.10 |
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** |
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S-8 |
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333-180726 |
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4/13/2012 |
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10.1 |
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10.11 |
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** |
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10-Q |
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0-29174 |
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2/5/2013 |
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10.2 |
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10.12 |
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** |
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10-Q |
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0-29174 |
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1/22/2016 |
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10.1 |
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10.13 |
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** |
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10-K |
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0-29174 |
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5/26/2017 |
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10.33 |
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Logitech International S.A. | Fiscal 2022 Form 10-K |
60
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10.14 |
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** |
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10-K |
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0-29174 |
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5/26/2017 |
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10.34 |
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10.15 |
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** |
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10-Q |
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0-29174 |
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10/25/2018 |
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10.1 |
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10.16 |
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** |
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8-K |
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0-29174 |
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7/23/2019 |
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10.1 |
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10.17 |
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** |
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10-Q |
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0-29174 |
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7/23/2020 |
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10.1 |
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10.18 |
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10-Q |
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0-29174 |
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7/23/2020 |
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10.2 |
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21.1 |
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23.1 |
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24.1 |
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31.1 |
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31.2 |
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32.1 |
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101.INS |
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XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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X |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
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X |
_______________________________________________________________________________
* This exhibit is furnished herewith, but not deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to liability under that section.
Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange
Act, except to the extent that we explicitly incorporate it by
reference.
Logitech International S.A. | Fiscal 2022 Form 10-K |
61
** Indicates management compensatory plan, contract or
arrangement.
***
Confidential treatment has been requested for certain provisions
omitted from this exhibit pursuant to Rule 406 promulgated under
the Securities Act of 1933, as amended. The omitted information has
been filed separately with the Securities and Exchange
Commission.
Logitech International S.A. | Fiscal 2022 Form 10-K |
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LOGITECH INTERNATIONAL S.A. |
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/s/ BRACKEN DARRELL |
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Bracken Darrell
President
and Chief Executive Officer
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/s/ NATE OLMSTEAD |
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Nate Olmstead
Chief Financial Officer
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May 18, 2022 |
Logitech International S.A. | Fiscal 2022 Form 10-K |
63
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Bracken Darrell
and Nate Olmstead, jointly and severally, his or her
attorney-in-fact, with the power of substitution, for him or her in
any and all capacities, to sign any amendments to this Annual
Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his or her substitute
or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ WENDY BECKER
Wendy Becker
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Chairperson of the Board |
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May 18, 2022 |
/s/ BRACKEN DARRELL
Bracken Darrell
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President, Chief Executive Officer and Director |
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May 18, 2022 |
/s/ NATE OLMSTEAD
Nate Olmstead
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Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer) |
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May 18, 2022 |
/s/ PATRICK AEBISCHER
Patrick Aebischer
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Director |
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May 18, 2022 |
/s/ EDOUARD BUGNION
Edouard Bugnion
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Director |
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May 18, 2022 |
/s/ RIET CADONAU
Riet Cadonau
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Director |
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May 18, 2022 |
/s/ GUY GECHT
Guy Gecht
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Director |
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May 18, 2022 |
/s/ NEIL HUNT
Neil Hunt
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Director |
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May 18, 2022 |
/s/ MARJORIE LAO Marjorie
Lao
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Director |
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May 18, 2022 |
/s/ NEELA MONTGOMERY
Neela Montgomery
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Director |
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May 18, 2022 |
/s/ MICHAEL POLK
Michael Polk
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Director |
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May 18, 2022 |
/s/ DEBORAH THOMAS
Deborah Thomas
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Director |
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May 18, 2022 |
Logitech International S.A. | Fiscal 2022 Form 10-K |
64
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Logitech International S.A. | Fiscal 2022 Form 10-K |
65
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Directors
Logitech International S.A.:
Opinions on the Consolidated Financial Statements and Internal
Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of
Logitech International S.A. and subsidiaries (the Company) as of
March 31, 2022 and 2021, the related consolidated statements of
operations, comprehensive income, changes in shareholders’ equity,
and cash flows for each of the years in the three-year period ended
March 31, 2022, and the related notes and financial statement
schedule II (collectively, the consolidated financial statements).
We also have audited the Company’s internal control over financial
reporting as of March 31, 2022, based on criteria established
in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of March 31, 2022 and 2021, and the
results of its operations and its cash flows for each of the years
in the three-year period ended March 31, 2022, in conformity with
U.S. generally accepted accounting principles. Also in our opinion,
the Company maintained, in all material respects, effective
internal control over financial reporting as of March 31, 2022
based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated
financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal
Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s consolidated financial statements and
an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud, and whether effective internal control over
financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included
performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made
Logitech International S.A. | Fiscal 2022 Form 10-K |
66
only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures
that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which
they relate.
Evaluation of the significant assumptions underlying the breakage
rates for certain Customer Programs
As discussed in Notes 2 and 8 to the consolidated financial
statements, the Company recorded accounts receivable allowances
totaling $274.6 million as of March 31, 2022 for various
cooperative marketing arrangements and customer incentive and
pricing programs (collectively, Customer Programs). The Company
estimates the percentage of Customer Programs that will not be
claimed or will not be earned by customers, which is commonly
referred to as “breakage”. Breakage reduces the Company’s accruals
for certain Customer Programs and it is applied at the time of
sale. The Company uses judgment in assessing the period in which
claims are expected to be submitted and the relevance of historical
claim experience.
We identified the evaluation of the significant assumptions
underlying the breakage rates for certain Customer Programs as a
critical audit matter. The significant assumptions in the breakage
rates estimate included: 1) the determination of the period in
which the claims are expected to be submitted by the customers, 2)
the assessment of the relevance of historical customer claim
experience, and 3) the assessment of the relevance of the
historical trend of claims submitted after the expected period. A
high degree of auditor judgment was required to evaluate the
significant assumptions, due to the inherent uncertainties related
to such assumptions as well as recent changes in certain customers’
claim processing behavior in the current economic
environment.
The following are the primary procedures we performed to address
this critical audit matter. We evaluated the design and tested the
operating effectiveness of internal control related to the process
to determine the breakage rates estimate. This included a control
related to the Company’s evaluation of the significant assumptions
in the breakage rates estimate. We evaluated the underlying
information related to the expected period that a customer claim
will be submitted and assessed the relevance of historical claim
experience by analyzing the trend in the customers’ historical
claims and accruals information for certain Customer Programs. We
assessed the relevance of the historical trend of claims submitted
after the expected period by analyzing the trend of historical
claims received after the expected period compared to the total
earned amount of each respective period. In addition, we evaluated
the Company’s ability to estimate the breakage rates by comparing
the estimated breakage from fiscal year 2021 to actual subsequent
breakage in fiscal year 2022.
Assessment of the accruals for certain Customer
Programs
As discussed in Notes 2 and 8 to the consolidated financial
statements, the Company recorded accrued Customer Program
liabilities of $232.4 million as of March 31, 2022. The Company
records these accruals as a reduction of revenue at the time of
sale. The Company estimated these accruals based on historical data
or future commitments that are planned and controlled by the
Company. The Company uses judgment in analyzing historical trends,
inventories owned by and located at the customers, products sold by
the direct customers to end customers or resellers, known product
quality issues, negotiated terms, and other relevant customer and
product information, such as stage of product life-cycle, which are
expected to experience unusually high discounting.
We identified the assessment of the accruals for certain Customer
Programs as a critical audit matter. Historical experience being
predictive of Customer Programs’ earned amounts is the significant
assumption used to estimate
Logitech International S.A. | Fiscal 2022 Form 10-K |
67
the accruals for Customer Programs. Due to the inherent
uncertainties related to the relevance of the predictive historical
experience to the determination of the estimate, the testing
required a high degree of auditor judgment.
The following are the primary procedures we performed to address
this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls related to the
critical audit matter. This included controls related to the
Company’s assessment of whether historical experience is predictive
of Customer Programs’ earned amounts and the Company’s validation
of the underlying channel inventory data used to estimate the
accruals for Customer Programs. We assessed the historical
experience used in estimating the accruals for certain Customer
Programs using a combination of the Company’s internal historical
information of sales, Customer Programs’ earned amounts,
third-party contracts, and relevant and reliable third-party
channel inventory and sell-through data. We inspected selected
customer contracts to assess the terms and conditions related to
certain Customer Programs. We analyzed channel inventory data
trends by product and by region comparing fiscal year 2022
quarterly channel inventory weeks on-hand ratios to prior fiscal
years. In addition, we evaluated the Company’s ability to estimate
the accruals for certain Customer Programs by comparing recorded
accruals from fiscal year 2021 to actual subsequent Customer
Programs’ earned amounts in fiscal year
2022.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
San Francisco, California
May 18, 2022
Logitech International S.A. | Fiscal 2022 Form 10-K |
68
LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
2020 |
Net sales |
|
$ |
5,481,101 |
|
|
$ |
5,252,279 |
|
|
$ |
2,975,851 |
|
Cost of goods sold |
|
3,204,072 |
|
|
2,903,215 |
|
|
1,838,685 |
|
Amortization of intangible assets |
|
14,023 |
|
|
13,329 |
|
|
14,785 |
|
Gross profit |
|
2,263,006 |
|
|
2,335,735 |
|
|
1,122,381 |
|
Operating expenses: |
|
|
|
|
|
|
Marketing and selling |
|
1,025,899 |
|
|
770,284 |
|
|
533,324 |
|
Research and development |
|
291,844 |
|
|
226,023 |
|
|
177,593 |
|
General and administrative |
|
148,648 |
|
|
166,577 |
|
|
94,015 |
|
Amortization of intangible assets and acquisition-related
costs |
|
16,947 |
|
|
19,064 |
|
|
17,563 |
|
Impairment of intangible assets |
|
7,000 |
|
|
— |
|
|
— |
|
Change in fair value of contingent consideration for business
acquisition |
|
(3,509) |
|
|
5,716 |
|
|
23,247 |
|
Restructuring charges (credits), net |
|
2,165 |
|
|
(54) |
|
|
144 |
|
Total operating expenses |
|
1,488,994 |
|
|
1,187,610 |
|
|
845,886 |
|
Operating income |
|
774,012 |
|
|
1,148,125 |
|
|
276,495 |
|
Interest income |
|
1,246 |
|
|
1,784 |
|
|
9,619 |
|
Other income (expense), net |
|
560 |
|
|
(1,789) |
|
|
38,212 |
|
Income before income taxes |
|
775,818 |
|
|
1,148,120 |
|
|
324,326 |
|
Provision for (benefit from) income taxes |
|
131,305 |
|
|
200,863 |
|
|
(125,397) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
644,513 |
|
|
$ |
947,257 |
|
|
$ |
449,723 |
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
Basic |
|
$ |
3.85 |
|
|
$ |
5.62 |
|
|
$ |
2.70 |
|
Diluted |
|
$ |
3.78 |
|
|
$ |
5.51 |
|
|
$ |
2.66 |
|
|
|
|
|
|
|
|
Weighted average shares used to compute net income per
share: |
|
|
|
|
|
|
Basic |
|
167,447 |
|
|
168,523 |
|
|
166,837 |
|
Diluted |
|
170,414 |
|
|
171,775 |
|
|
169,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of
these consolidated financial statements.
Logitech International S.A. | Fiscal 2022 Form 10-K |
69
LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
2020 |
Net income |
|
$ |
644,513 |
|
|
$ |
947,257 |
|
|
$ |
449,723 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
Currency translation gain (loss): |
|
|
|
|
|
|
Currency translation gain (loss), net of taxes |
|
(14,051) |
|
|
12,695 |
|
|
(8,270) |
|
Reclassification of cumulative translation adjustments included in
other income (expense), net |
|
1,051 |
|
|
(1,738) |
|
|
— |
|
Defined benefit plans: |
|
|
|
|
|
|
Net gain (loss) and prior service costs, net of taxes |
|
22,328 |
|
|
(4,701) |
|
|
(6,846) |
|
Reclassification of amortization included in other income
(expense), net |
|
(2,623) |
|
|
1,517 |
|
|
762 |
|
Hedging gain (loss): |
|
|
|
|
|
|
Deferred hedging gain (loss), net of taxes |
|
6,308 |
|
|
(4,071) |
|
|
205 |
|
Reclassification of hedging loss (gain) included in cost of goods
sold |
|
(8,221) |
|
|
8,043 |
|
|
(813) |
|
Total other comprehensive income (loss) |
|
4,792 |
|
|
11,745 |
|
|
(14,962) |
|
Total comprehensive income |
|
$ |
649,305 |
|
|
$ |
959,002 |
|
|
$ |
434,761 |
|
The accompanying notes are an integral part of
these consolidated financial statements.
Logitech International S.A. | Fiscal 2022 Form 10-K |
70
LOGITECH INTERNATIONAL S.A.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
2022 |
|
2021 |
Assets |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
1,328,716 |
|
|
$ |
1,750,327 |
|
Accounts receivable, net |
|
675,604 |
|
|
612,225 |
|
Inventories |
|
933,124 |
|
|
661,116 |
|
Other current assets |
|
135,478 |
|
|
135,650 |
|
Total current assets |
|
3,072,922 |
|
|
3,159,318 |
|
Non-current assets: |
|
|
|
|
Property, plant and equipment, net |
|
109,807 |
|
|
114,060 |
|
Goodwill |
|
448,175 |
|
|
429,604 |
|
Other intangible assets, net |
|
83,779 |
|
|
115,148 |
|
Other assets |
|
320,722 |
|
|
324,248 |
|
Total assets |
|
$ |
4,035,405 |
|
|
$ |
4,142,378 |
|
Liabilities and Shareholders' Equity |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
|
$ |
636,306 |
|
|
$ |
823,233 |
|
Accrued and other current liabilities |
|
784,848 |
|
|
858,617 |
|
Total current liabilities |
|
1,421,154 |
|
|
1,681,850 |
|
Non-current liabilities: |
|
|
|
|
Income taxes payable |
|
83,380 |
|
|
59,237 |
|
Other non-current liabilities |
|
132,133 |
|
|
139,502 |
|
Total liabilities |
|
1,636,667 |
|
|
1,880,589 |
|
Commitments and contingencies (Note 13) |
|
|
|
|
Shareholders' equity: |
|
|
|
|
Registered shares, CHF 0.25 par value:
|
|
30,148 |
|
|
30,148 |
|
Issued shares —173,106 at March 31, 2022 and 2021
|
|
|
|
|
Additional shares that may be issued out of conditional capitals —
50,000 at March 31, 2022 and 2021
|
|
|
|
|
Additional shares that may be issued out of authorized capital —
17,311 at March 31, 2022 and 2021
|
|
|
|
|
Additional paid-in capital |
|
129,925 |
|
|
129,519 |
|
Shares in treasury, at cost — 7,855 and 4,799 shares at
March 31, 2022 and 2021, respectively
|
|
(632,893) |
|
|
(279,541) |
|
Retained earnings |
|
2,975,681 |
|
|
2,490,578 |
|
Accumulated other comprehensive loss |
|
(104,123) |
|
|
(108,915) |
|
Total shareholders' equity |
|
2,398,738 |
|
|
2,261,789 |
|
Total liabilities and shareholders' equity |
|
$ |
4,035,405 |
|
|
$ |
4,142,378 |
|
The accompanying notes are an integral part of
these consolidated financial statements.
Logitech International S.A. | Fiscal 2022 Form 10-K |
71
LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
2022 |
|
2021 |
|
2020 |
Cash flows from operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
644,513 |
|
|
$ |
947,257 |
|
|
$ |
449,723 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
Depreciation |
|
88,361 |
|
|
50,752 |
|
|
42,893 |
|
Amortization of intangible assets |
|
30,179 |
|
|
31,818 |
|
|
30,858 |
|
Impairment of intangible assets |
|
7,000 |
|
|
— |
|
|
— |
|
Investment impairment |
|
— |
|
|
2,011 |
|
|
— |
|
Loss on investments |
|
1,683 |
|
|
3,899 |
|
|
756 |
|
Share-based compensation expense |
|
93,479 |
|
|
86,019 |
|
|
54,870 |
|
Deferred income taxes |
|
27,334 |
|
|
34,484 |
|
|
(159,853) |
|
Change in fair value of contingent consideration for business
acquisition |
|
(3,509) |
|
|
5,716 |
|
|
23,247 |
|
Gain on sale of investment in a privately held company |
|
— |
|
|
— |
|
|
(39,767) |
|
Other |
|
1,140 |
|
|
(1,784) |
|
|
(936) |
|
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
Accounts receivable, net |
|
(71,510) |
|
|
(201,220) |
|
|
(15,768) |
|
Inventories |
|
(276,640) |
|
|
(427,501) |
|
|
60,388 |
|
Other assets |
|
(18,169) |
|
|
(67,708) |
|
|
18,319 |
|
Accounts payable |
|
(181,303) |
|
|
553,960 |
|
|
(24,250) |
|
Accrued and other liabilities |
|
(44,240) |
|
|
440,935 |
|
|
(15,480) |
|
Net cash provided by operating activities |
|
298,318 |
|
|
1,458,638 |
|
|
425,000 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
(89,152) |
|
|
(76,189) |
|
|
(39,484) |
|
Investment in privately held companies< |