8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: April 23, 2012

(Date of earliest event reported)

LOGITECH INTERNATIONAL S.A.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-29174

Canton of Vaud, Switzerland (State or other jurisdiction of incorporation or organization) None (I.R.S. Employer Identification No.)

Logitech International S.A.

Apples, Switzerland

c/o Logitech Inc.

7600 Gateway Boulevard

Newark, California 94560

(Address of principal executive offices and zip code)

(510) 795-8500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 25, 2012, Logitech International S.A. (“Logitech”) issued a press release regarding its financial results for the quarter and year ended March 31, 2012.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 2.02 and Item 9.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On April 23, 2012, the board of directors of Logitech International S.A. (“Logitech”) approved a restructuring expected to result in a reduction of approximately $80 million in annual operating expenses.  The restructuring includes the elimination of a layer of executive management, a re-alignment of reporting assignments for the sales regions, product groups and marketing groups, and a workforce reduction.  The restructuring is part of Logitech’s efforts to simplify its product portfolio, business and organization in pursuit of improved performance.

Logitech expects that it will recognize restructuring charges to its financial results, consisting primarily of severance, other one-time termination benefits, and other restructuring charges.  Logitech expects that a significant majority of these charges will be recognized during the first quarter of fiscal year 2013.  The remaining balance of the charges is expected to be recognized during fiscal year 2013.  Logitech’s estimate of the amount or range of amounts of these charges, and the amount or range of amounts of the charges that will result in future cash expenditures, will be disclosed in subsequent filings with the Securities and Exchange Commission within four business days after Logitech makes a determination of such an estimate or range of estimates.

The foregoing contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include the timing and elements of the restructuring, the timing and form of related charges, the expected annual operating expense reduction and Logitech’s ability to achieve improved performance.  Statements regarding future events are based on Logitech’s current expectations and are subject to associated risks and uncertainties related to the completion of the restructuring in the manner anticipated by Logitech.  These forward-looking statements may differ materially from actual future events or results due to a variety of factors, including:  Logitech’s ability to implement the workforce reductions in various geographies; possible changes in the size, timing and components of the restructuring or the expected costs and charges associated with the restructuring; and risks associated with Logitech’s ability to achieve planned expense reductions and improved performance.  Please see the “Risk Factors” section of Logitech’s filings with the Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q, for other factors that could cause Logitech’s results to vary from expectations.  Logitech undertakes no obligation to revise or update publicly any forward-looking statements.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

d)          Exhibits.

The following exhibit is furnished with this report on Form 8-K:

99.1      Press release issued on April 25, 2012 including financial results for the quarter and year ended March 31, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

Logitech International S.A.

/s/ Guerrino De Luca

Guerrino De Luca

Chairman and Chief Executive Officer

/s/ Erik K. Bardman

Erik K. Bardman

Senior Vice President of Finance and

Chief Financial Officer

April 26, 2012

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EX-99.1

Exhibit 99.1

For Immediate Release

Editorial Contacts:

Joe Greenhalgh, Vice President, Investor Relations — USA (510) 713-4430

Nancy Morrison, Vice President, Corporate Communications — USA (510) 713-4948

Logitech Announces Fourth Quarter and Full-Year Financial Results for FY 2012

New President Initiates Transformation to Simpler, Faster, More Consumer-Centric Company, Including Restructuring

NEWARK, Calif. — April 25, 2012 and MORGES, Switzerland, April 26, 2012 — Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced financial results for the fourth quarter and full year of Fiscal Year 2012.

Sales for Q4 FY 2012 were $532 million, down 3 percent from $548 million in Q4 FY 2011. Excluding the unfavorable impact of exchange rates, sales decreased by 2 percent compared to the prior year.  Operating income was $24 million compared to $4 million in the same quarter a year ago. Net income for Q4 FY 2012 was $28 million ($0.17 per share) compared to net income of $3 million ($0.02 per share) in Q4 of FY 2011. Gross margin for the quarter was 36.4 percent compared to 32.8 percent in the same quarter one year ago.

Logitech’s retail sales for Q4 FY 2012 decreased year over year by 2 percent, with an increase in EMEA of 13 percent, an increase in Asia of 12 percent, and a decrease in the Americas of 17 percent. OEM sales decreased by 9 percent. Sales for the LifeSize division decreased by 10 percent.

For the full fiscal year, sales were $2.32 billion, compared to $2.36 billion in FY 2011. Operating income was $72 million, down 50 percent from $143 million a year ago. Net income for the full fiscal year was $71 million ($0.41 per share), down 44 percent from $128 million ($0.72 per share) in FY 2011. Gross margin for FY 2012 was 33.5 percent compared to 35.4 percent in FY 2011.

“I look forward to leading Logitech to improved performance,” said Bracken Darrell, Logitech president. “To get back to sustained, profitable growth, we need to be simpler, faster and more consumer-centric. Some of this transformation has already begun, with the management team’s work to reinvigorate the product portfolio. We now need to simplify the organization through restructuring. With board approval, I have eliminated a layer of business and sales executive management; the leaders of our business groups and sales regions now report directly to me. In addition, we will consolidate brand management

and product portfolio management under the leadership of the business groups, and streamline most other functions. I expect most of this restructuring to be completed by the end of the current quarter, freeing up resources to pursue our growth opportunities. The restructuring should result in a reduction of approximately $80 million in annual operating costs.”

“I believe the organizational streamlining that Bracken is driving is a decisive step for Logitech’s future,” said Guerrino De Luca, Logitech chairman and chief executive officer. “Looking ahead, I am also excited about what I believe is a strong lineup of new products with a much clearer value proposition to consumers. We expect that increasingly differentiated products will provide strong up-sell opportunities across all of our businesses. The majority of these new products will launch in Q2.”

The company expects to benefit from a stronger product portfolio, the simplification of the organization and processes, and cost savings from the restructuring, resulting in improved financial performance in the second half of Fiscal 2013.

Prepared Remarks Available Online

Logitech has made its prepared written remarks for the financial results teleconference available online on the Logitech corporate Web site at http://ir.logitech.com. The remarks are posted in the Calendar section on the Investor home page.

Financial Results Teleconference and Webcast

Logitech will hold a financial results teleconference to discuss the Q4 and full-year results for FY 2012 and its restructuring and simplification plans on Thursday, April 26, 2012 at 8:30 a.m. Eastern Daylight Time and 14:30 Central European Summer Time. A live webcast of the call will be available on the Logitech corporate website at http://ir.logitech.com.

About LogitechLogitech is a world leader in products that connect people to the digital experiences they care about. Spanning multiple computing, communication and entertainment platforms, Logitech’s combined hardware and software enable or enhance digital navigation, music and video entertainment, gaming, social networking, audio and video communication over the Internet, video security and home-entertainment control. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI).

# # #

This press release contains forward-looking statements, including the statements regarding performance, sustainable and profitable growth, organizational structure, the timing of completing the restructuring, the availability of resources to pursue growth opportunities, the reduction in annual operating costs and the amount of those cost savings available in Fiscal Year 2013, the lineup of new products, the timing of their launches and their value propositions, up-sell opportunities and financial performance in the second half of Fiscal Year 2013. The forward-looking statements in this release involve risks and uncertainties that could cause Logitech’s actual results to differ materially from those anticipated in these forward-looking statements. Factors that could cause actual results to differ materially include: the demand of our customers and our consumers for our products and our ability to accurately forecast it; if our investment prioritization decisions do not result in

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the sales or profitability growth we expect, or when we expect it; the effect of pricing, product, marketing and other initiatives by our competitors, and our reaction to them, on our sales, gross margins and profitability; the sales mix among our lower- and higher-margin products and our geographic sales mix; if our product offerings and marketing activities do not result in the sales and profitability we expect, or when we expect it; if we fail to successfully develop and market products for mobile computing devices such as smartphones and tablets with touch interfaces, or if significant demand for peripherals to use with tablets and other mobile devices with touch interfaces does not develop; if there is a deterioration of business and economic conditions in one or more of our sales regions or operating segments, or significant fluctuations in currency exchange rates; if the sales growth in emerging markets for our PC peripherals and other products does not increase as much as we expect; in digital music, if we fail to introduce differentiated product and marketing strategies to separate ourselves from competitors; competition in the video conferencing and communications industry, including from companies with significantly greater resources, sales and marketing organizations, installed base and name recognition; if the restructuring fails to produce the intended performance and cost savings results or is not implemented in the contemplated timeframe; as well as those additional factors set forth in Logitech’s periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011, available at www.sec.gov. Logitech does not undertake to update any forward-looking statements, which speak as of their respective dates.

Logitech, the Logitech logo, and other Logitech marks are registered in Switzerland and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s Web site at www.logitech.com.

(LOGIIR)

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LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts) - Unaudited

	Quarter Ended March 31,
CONSOLIDATED STATEMENTS OF OPERATIONS	2012			2011
Net sales	$	531,962		$	547,618
Cost of goods sold	338,075			368,248
Gross profit	193,887			179,370
% of net sales	36.4		%	32.8		%
Operating expenses:
Marketing and selling	100,302			106,777
Research and development	40,948			38,119
General and administrative	28,896			30,836
Total operating expenses	170,146			175,732
Operating income	23,741			3,638
Interest income, net	466			621
Other income, net	6,481			2,679
Income before income taxes	30,688			6,938
Provision for income taxes	2,402			4,162
Net income	$	28,286		$	2,776
Shares used to compute net income per share:
Basic	169,387			178,562
Diluted	170,401			180,423
Net income per share:
Basic	$	0.17		$	0.02
Diluted	$	0.17		$	0.02

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LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts) - Unaudited

	Twelve Months Ended March 31,
CONSOLIDATED STATEMENTS OF OPERATIONS	2012			2011
Net sales	$	2,316,203		$	2,362,886
Cost of goods sold	1,539,614			1,526,380
Gross profit	776,589			836,506
% of net sales	33.5		%	35.4		%
Operating expenses:
Marketing and selling	423,854			420,580
Research and development	162,331			156,390
General and administrative	118,423			116,880
Total operating expenses	704,608			693,850
Operating income	71,981			142,656
Interest income, net	2,674			2,316
Other income, net	16,622			3,476
Income before income taxes	91,277			148,448
Provision for income taxes	19,819			19,988
Net income	$	71,458		$	128,460
Shares used to compute net income per share:
Basic	174,648			176,928
Diluted	175,591			178,790
Net income per share:
Basic	$	0.41		$	0.73
Diluted	$	0.41		$	0.72

LOGITECH INTERNATIONAL S.A.

(In thousands) - Unaudited

CONSOLIDATED BALANCE SHEETS	March 31, 2012		March 31, 2011
Current assets
Cash and cash equivalents	$	478,370	$	477,931
Accounts receivable	223,104		258,294
Inventories	297,072		280,814
Other current assets	65,990		59,347
Total current assets	1,064,536		1,076,386
Property, plant and equipment	86,773		84,160
Intangible assets
Goodwill	560,523		547,184
Other intangible assets	53,518		74,616
Other assets	83,033		79,210
Total assets	$	1,848,383	$	1,861,556
Current liabilities
Accounts payable	$	301,111	$	298,160
Accrued liabilities	178,569		172,560
Total current liabilities	479,680		470,720
Other liabilities	218,462		185,835
Total liabilities	698,142		656,555
Shareholders’ equity	1,150,241		1,205,001
Total liabilities and shareholders’ equity	$	1,848,383	$	1,861,556

LOGITECH INTERNATIONAL S.A.

(In thousands) - Unaudited

	Twelve Months Ended March 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS	2012			2011
Cash flows from operating activities:
Net income	$	71,458		$	128,460
Non-cash items included in net income:
Depreciation	45,968			48,191
Amortization of other intangible assets	26,534			27,800
Inventory valuation adjustment	34,074			—
Share-based compensation expense	31,529			34,846
Gain on sale of investments	(6,109		)	—
Gain on disposal of fixed assets	(8,967		)	(838		)
Excess tax benefits from share-based compensation	(37		)	(3,455		)
Deferred income taxes and other	137			(9,350		)
Changes in assets and liabilities:
Accounts receivable	29,279			(54,684		)
Inventories	(36,621		)	(60,482		)
Other assets	(4,621		)	5,825
Accounts payable	3,622			37,714
Accrued liabilities	13,090			2,715
Net cash provided by operating activities	199,336			156,742
Cash flows from investing activities:
Purchases of property, plant and equipment	(51,001		)	(43,039		)
Acquisitions and investments, net of cash acquired	(18,814		)	(7,300		)
Proceeds from sale of property, plant and equipment	8,967			2,688
Proceeds from sale of available-for-sale securities	6,550			—
Purchases of trading investments	(7,505		)	(19,075		)
Sales of trading investments	7,399			6,470
Proceeds from cash surrender of life insurance policies	—			11,313
Proceeds from sale of business	—			9,087
Premiums paid on cash surrender value of life insurance policies	—			(5		)
Net cash used in investing activities	(54,404		)	(39,861		)
Cash flows from financing activities:
Purchases of treasury shares	(156,036		)	—
Proceeds from sale of shares upon exercise of options and purchase rights	17,591			43,001
Tax withholdings related to net share settlements of restricted stock units	(966		)	(223		)
Excess tax benefits from share-based compensation	37			3,455
Net cash provided by (used in) financing activities	(139,374		)	46,233
Effect of exchange rate changes on cash and cash equivalents	(5,119		)	(5,127		)
Net increase in cash and cash equivalents	439			157,987
Cash and cash equivalents at beginning of period	477,931			319,944
Cash and cash equivalents at end of period	$	478,370		$	477,931

LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts) - Unaudited

	Quarter Ended				Twelve Months Ended
	March 31,				March 31,
SUPPLEMENTAL FINANCIAL INFORMATION	2012		2011		2012		2011
Depreciation	$	10,767	$	12,526	$	45,968	$	48,191
Amortization of other intangible assets	6,325		6,635		26,534		27,800
Operating income	23,741		3,638		71,981		142,656
Operating income before depreciation and amortization	40,833		22,799		144,483		218,647
Capital expenditures	19,584		11,204		51,001		43,039
Net sales by channel:
Retail	$	455,398	$	463,232	$	1,982,783	$	2,005,210
OEM	40,993		45,026		185,959		223,775
LifeSize	35,571		39,360		147,461		133,901
Total net sales	$	531,962	$	547,618	$	2,316,203	$	2,362,886
Net retail sales by product family:
Retail - Pointing Devices	$	147,567	$	146,181	$	619,505	$	618,404
Retail - Keyboards & Desktops	108,586		104,037		447,991		386,968
Retail - Audio	112,676		96,079		483,485		466,927
Retail - Video	50,083		61,721		215,657		255,015
Retail - Gaming	19,170		23,007		111,480		104,545
Retail - Digital Home	17,316		32,207		104,665		173,351
Total net retail sales	$	455,398	$	463,232	$	1,982,783	$	2,005,210

	Quarter Ended						Twelve Months Ended
	March 31,						March 31,
Share-based Compensation Expense	2012			2011			2012			2011
Cost of goods sold	$	562		$	1,313		$	3,620		$	4,223
Marketing and selling	3,371			3,747			12,716			12,030
Research and development	1,823			2,436			7,187			7,829
General and administrative	2,393			3,374			8,006			10,764
Income tax benefit	(1,699		)	(2,752		)	(6,294		)	(8,279		)
Total share-based compensation expense after income taxes	$	6,450		$	8,118		$	25,235		$	26,567
Share-based compensation expense net of tax, per share (diluted)	$	0.04		$	0.04		$	0.14		$	0.15

Constant dollar sales (sales excluding impact of exchange rate changes)

We refer to our net sales excluding the impact of foreign currency exchange rates as constant dollar sales. Constant dollar sales are a non-GAAP financial measure, which is information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. GAAP. Our management uses these non-GAAP measures in its financial and operational decision-making, and believes these non-GAAP measures, when considered in conjunction with the corresponding GAAP measures, facilitate a better understanding of changes in net sales.Constant dollar sales are calculated by translating prior period sales in each local currency at the current period’s average exchange rate for that currency.