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 (Date of earliest event reported): December 1, 2009

PLANTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12696 (Commission File No.) 77-0207692 (I.R.S. Employer Identification Number)

345 Encinal Street, Santa Cruz, California  95060

(Address of Principal Executive Offices, including Zip Code)

(831) 426-5858

(Registrant’s Telephone Number, including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 provision:

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

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

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

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

SECTION 1 –  REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On December 1, 2009, Plantronics, Inc. (“Plantronics”) entered into a First Amendment to Asset Purchase Agreement (the “Amendment”) by and among Altec Lansing, LLC (f/k/a Audio Technologies Acquisition, LLC), a Delaware limited liability company (“Altec”), Audio Technologies Acquisition B.V., a private limited liability company organized under the laws of the Netherlands (“Altec B.V.” and together with Altec, the "Purchasers"), Plantronics and Plantronics B.V., a private limited liability company organized under the laws of the Netherlands (“Plantronics BV”).  The Amendment amended that certain Asset Purchase Agreement, dated as of October 2, 2009 (the “Agreement” and collectively with the Amendment, the "Purchase Agreement") by and among the Purchasers, Plantronics and Plantronics B.V.   The Purchasers are affiliates of Prophet Equity, L.P., a Southlake, Texas based private equity firm.

The Amendment (i) extended the termination date of the Purchase Agreement to December 1, 2009, (ii) reduced the purchase price by $1,800,000 to account for the change in the estimated value of net assets being delivered at closing together with the negotiated after-tax value of Altec Lansing's income in November, (iii) addressed certain employee matters and (iv) made certain other changes as set forth in the Amendment.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which Plantronics intends to file with its Quarterly Report on 10-Q for the quarter ending December 26, 2009.  A summary of the material terms of the Agreement was filed with the Securities and Exchange Commission on Form 8-K on October 2, 2009, and Plantronics expects to file a copy of the Agreement with its Quarterly Report on 10-Q for the quarter ending December 26, 2009.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 1, 2009, Plantronics and certain of its affiliates completed the sale of Altec Lansing, its Audio Entertainment Group (“AEG”) segment, to the Purchasers.

Under the terms of the Purchase Agreement, Plantronics sold substantially all of the assets of AEG to the Purchasers for consideration of approximately $16.2 million in cash, net of liabilities assumed, and subject to certain adjustments following the closing.  Under the terms of the sale, Plantronics retains certain AEG assets and liabilities, including accounts receivable, accounts payable and certain other liabilities. Plantronics also retains assets and/or the use of certain assets with strategic value, including the right to use the Altec Lansing brand for specific music applications for two years.  As a result of the sale of AEG, Plantronics expects all future and historical AEG segment results to be reported as discontinued operations in its financial statements beginning in the third quarter of fiscal 2010. 

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which Plantronics intends to file with its Quarterly Report on 10-Q for the quarter ending December 26, 2009.  A copy of the press release, dated December 2, 2009, announcing the completion of the sale is attached hereto as Exhibit 99.1.

The unaudited condensed consolidated financial statements giving effect to the sale of AEG, and the related notes thereto, are attached hereto as Exhibit 99.2.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the closing of the sale of Altec Lansing, effective as of December 1, 2009, Vicki Marion, President - Audio Entertainment Group of Plantronics, terminated her employment with Plantronics in order to accept a position with the Purchasers.  Pursuant to the Change in Control Agreement between Ms. Marion and Plantronics, the material terms of which have been disclosed in a Form 8-K filed with the SEC on January 30, 2009 and in the proxy statement for Plantronics' 2009 annual meeting of stockholders, Ms. Marion is entitled to certain compensation and benefits upon her departure from Plantronics.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(b) Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements are attached hereto as Exhibit 99.2:

 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2009

 Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six months ended September 30, 2008 and 2009

 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Years ended March 31, 2007, 2008 and 2009

 Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

(d) Exhibits

Number	Description of Document
99.1	Text of Press Release issued by Plantronics, Inc. dated December 2, 2009 and titled “Plantronics Announces Completion of the Sale of Altec Lansing to Prophet Equity”
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 7, 2009
	PLANTRONICS, INC.
	By:	/s/
	Name:	Barbara Scherer
	Title:	Senior Vice President  and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Index	Description of Document
99.1	Text of Press Release issued by Plantronics, Inc. dated December 2, 2009 and titled “Plantronics Announces Completion of the Sale of Altec Lansing to Prophet Equity”
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc.

EX-99.1

FOR INFORMATION, CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533     December 2, 2009

Plantronics Announces Completion of the Sale of Altec Lansing to Prophet Equity

SANTA CRUZ, CA – December 2, 2009 - Plantronics, Inc. (NYSE: PLT) today announced its sale of Altec Lansing, the Audio Entertainment Group (“AEG”) segment, to an affiliate of Prophet Equity LP, a Southlake, Texas based private equity firm for consideration of approximately $16.2 million in cash, net of liabilities assumed, and subject to certain adjustments following the closing.  The transaction was completed effective December 1, 2009.  The change in the consideration from $18 million as previously announced to $16.2 million reflects the change in the estimated value of net assets being delivered at closing together with the negotiated after-tax value of income in November.

Under the terms of the sale, Plantronics will retain certain Altec Lansing assets and liabilities, including accounts receivable, accounts payable and certain other liabilities.  As a result, Plantronics expects these net assets to result in additional operating cash flow once the retained working capital assets are monetized in fiscal 2010.  Plantronics will also retain assets and/or the use of certain assets with strategic value, including the right to use the Altec Lansing brand for specific music applications for two years. 

As a result of the sale of Altec Lansing, Plantronics expects all future and historical AEG segment results to be reported as discontinued operations in its financial statements beginning in the third quarter of fiscal 2010. 

Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that the Company expects that the net assets realized from the sale of Altec Lansing will result in additional operating cash flow once the retained working capital assets are monetized in fiscal 2010.

There are important factors that could cause actual results to differ materially from those anticipated by any such statements.  These risks include, but are not limited to:  (1) failure to achieve the anticipated levels of cash flow due to lower sales, increased costs, higher inventories, slow collection of accounts receivable or other factors; (2) economic conditions in the domestic and international markets; (3) our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption; and (4) volatility in prices from our suppliers, including our manufacturers located in China.   Plantronics does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

For more information concerning these and other possible risks, please refer to the Company’s Annual Report on Form 10-K filed May 26, 2009, quarterly reports filed on Form 10-Q and other filings with the Securities and Exchange Commission as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

About Plantronics

Plantronics is a world leader in personal audio communications for professionals and consumers. From unified communication solutions to Bluetooth headsets, Plantronics delivers unparalleled audio experiences and quality that reflect our nearly 50 years of innovation and customer commitment. Plantronics is used by every company in the Fortune 100 and is the headset of choice for air traffic control, 911 dispatch and the New York Stock Exchange. For more information, please visit www.plantronics.com or call (800) 544-4660.

Plantronics and the logo design are trademarks or registered trademarks of Plantronics, Inc.  All other trademarks are the property of their respective owners.

About Prophet Equity

Prophet Equity is a private equity firm that uses proven, data-driven analytical techniques coupled with over 100 years of investment and management experience to invest in, unlock and realize future value today.  Partnering with owners and management teams, Prophet Equity’s team utilizes a toolkit that is Fortune 500 tested and private equity proven to diagnose and drive dramatic value creation.  Portfolio company management teams are highly motivated with clear, uncapped incentives based on realized business performance.

Over the last decade alone, Prophet’s Principals have invested and managed approximately $300 million of control equity in entities with over $2.5 billion in revenue. Their control equity investments focus on lower and middle market companies with strategically strong businesses with significant value creation potential, such as those found in partnerships, corporate carve-outs, divestitures and non-strategic businesses of larger companies. Representative business situations include special situations, succession planning, recapitalizations, reorganizations, turnarounds, acquisitions, mergers and bankruptcies.  For more information, please visit www.prophetequity.com or call us at +1.817.898.1500.

About Altec Lansing

For more than 70 years, Altec Lansing has been viewed among audiophiles as one of the world’s most valuable and innovative audio brands and boasts a unique history of innovation that includes the introduction of first talkie film speakers, the first iPod docking station and the first “Works with iPhone” speaker system. Altec Lansing makes a wide range of audio systems for the home and office; a line of headphones for personal listening; and the popular line of inMotion speaker systems for portable digital players. Altec Lansing LLC  is headquartered in Milford, PA.

For more information on Altec Lansing or to purchase one of our award winning products, please visit www.alteclansing.com or call us at +1.866.570.5702.

###

PLANTRONICS, INC. / 345 Encinal Street / P.O. Box 1802 / Santa Cruz, California 95061-1802

831-426-6060 / Fax 831-426-6098

EX-99.2

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Statements of Plantronics, Inc.

On October 2, 2009, Plantronics, Inc. (“Plantronics” or “the Company”) and certain of its foreign subsidiaries entered into an Asset Purchase Agreement (the “Agreement”) with Audio Technologies Acquisition, LLC, a Delaware limited liability corporation (“the Purchaser”) an affiliate of Prophet Equity, L.P., a Southlake, Texas based private equity firm, for the sale of certain assets of Altec Lansing, the Audio Entertainment Group (“AEG”) business segment of the Company (the “Transaction”), for a purchase price of $18 million in cash, subject to certain post-closing adjustments.  Pursuant to the Agreement, the Purchaser will acquire substantially all the assets associated with the AEG business, including customer and vendor contracts, certain patents and trademarks and other intellectual property, inventory, property, plant and equipment, and the name Altec Lansing.  In addition, the Purchaser will assume certain liabilities related to AEG.  

On December 1, 2009, Plantronics entered into a First Amendment to the Asset Purchase Agreement (the “Amendment”)  by and among Altec Lansing, LLC (f/k/a Audio Technologies Acquisition, LLC), a Delaware limited liability company (“Altec”), Audio Technologies Acquisition B.V., a private limited liability company organized under the laws of the Netherlands (“Altec B.V.”), Plantronics and Plantronics B.V., a private limited liability company organized under the laws of the Netherlands (“Plantronics BV”) which amends the Agreement, dated as of October 2, 2009 by and among the Purchaser, Plantronics and Plantronics B.V. (as amended by the Amendment, the “Purchase Agreement”).  Altec and Altec B.V. are collectively referred to herein as the “Purchasers”. The Purchasers are affiliates of Prophet Equity, L.P.

The Amendment (i) extended the termination date of the Purchase Agreement to December 1, 2009, (ii) reduced the purchase price by $1,800,000 to account for the change in the estimated value of net assets being delivered at closing together with the negotiated after-tax value of Altec Lansing's income in November, (iii) addressed certain employee matters and (iv) made certain other changes as set forth in the Amendment.  Plantronics and certain of its affiliates completed the sale of Altec Lansing, its AEG business segment, to the Purchasers on December 1, 2009.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2009 set forth below has been presented after giving effect to the sale of AEG as if it had occurred on September 30, 2009.  The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six month period ended September 30, 2008 and 2009 and the fiscal years ended March 31, 2007, 2008 and 2009, set forth below has been presented after giving effect to the sale of AEG as if it had occurred on April 1, 2006. The Company will account for the sale of AEG as a discontinued operation in its consolidated financial statements effective in the third quarter of fiscal 2010 for all periods presented.

The unaudited pro forma consolidated financial information has been provided for informational purposes and should not be considered indicative of the financial condition or results of operations that would have been achieved had the divestiture occurred as of the periods presented. In addition, the unaudited pro forma financial information does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended March 31, 2009 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.

PLANTRONICS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(in thousands, except per share data)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
	As of September 30, 2009
			Sale of Altec
	Historical		Lansing (1)				Pro Forma
ASSETS
Cash and cash equivalents	$	244,170	$	11,075		a	$	255,245
Short-term investments		24,999		-				24,999
Total cash, cash equivalents, and
short-term investments		269,169		11,075				280,244
Accounts receivable, net		103,003		4,795		d		107,798
Inventory, net		100,024		(21,998	)	c		78,026
Deferred income taxes		12,765		-				12,765
Other current assets		17,191		5,125		b		22,316
Assets held for sale		9,267		-				9,267
Total current assets		511,419		(1,003	)			510,416
Long-term investments		22,015		-				22,015
Property, plant and equipment, net		71,224		(828	)	c		70,396
Intangibles, net		4,067		-				4,067
Goodwill		14,005		-				14,005
Other assets		10,978		-				10,978
Total assets	$	633,708	$	(1,831	)		$	631,877
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	34,315	$	-			$	34,315
Accrued liabilities		54,005		(1,097	)	d		52,908
Total current liabilities		88,320		(1,097	)			87,223
Long-term income taxes payable		14,215		-				14,215
Other long-term liabilities		991		-				991
Total liabilities		103,526		(1,097	)			102,429
Stockholders' equity		530,182		(734	)	e		529,448
Total liabilities and stockholders' equity	$	633,708	$	(1,831	)		$	631,877

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(1)	Effective December 1, 2009, Plantronics and certain of its affiliates completed the sale of Altec Lansing, its Audio Entertainment Group ("AEG") business segment.  The adjustments presented represent the removal of the book value of assets and liabilities based on their carrying amounts at September 30, 2009 that would transfer as part of the sale.  The value of the assets and liabilities that will actually transfer upon the sale will differ from the amounts presented.
	The pro forma adjustments are as follows:
	a.	To record the cash consideration received from the Purchaser.
	b.	To record the escrow amounts due from the Purchaser at future dates.
	c.	To eliminate the assets sold to Purchaser.
	d.	To eliminate the liabilities assumed by Purchaser, including sales-related reserves assumed by the Purchaser.
	e.	Solely for purposes of the pro-forma balance sheet, to record the preliminary loss on the sale of AEG as if the transaction had been consummated on September 30, 2009 applying the actual purchase price to the net assets as of September 30, 2009.  The loss calculation is preliminary and will change upon the finalization of Plantronics' financial statements for the quarter ended December 31, 2009, including the completion of the income tax accounting associated with the sale.  Plantronics expects to record a pre-tax loss of approximately $0.7 million calculated as follows:

Proceeds from sale	$	16,200
Assets sold		(22,826	)
Liabilities assumed, including sales related reserves		5,892
Pro forma estimated loss on sale	$	(734	)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
	Six Months Ended										Six Months Ended
	September 30, 2008										September 30, 2009
				Sale of Altec									Sale of Altec
	Historical			Lansing (1)				Pro Forma			Historical		Lansing (1)				Pro Forma
Net revenues	$	436,020		$	(42,144	)		$	393,876		$	327,540	$	(41,920	)		$	285,620
Cost of revenues		251,368			(39,408	)			211,960			187,298		(34,613	)			152,685
Gross profit		184,652			(2,736	)			181,916			140,242		(7,307	)			132,935
Research, development and engineering		38,545			(4,469	)			34,076			30,258		(3,047	)			27,211
Selling, general and administrative		96,143			(10,835	)			85,308			74,921		(8,824	)			66,097
Restructuring and other related charges		235			(235	)			-			1,454		(19	)			1,435
Impairment of long-lived assets		-			-				-			25,194		(25,194	)			-
Total operating expenses		134,923			(15,539	)			119,384			131,827		(37,084	)			94,743
Operating income		49,729			12,803				62,532			8,415		29,777				38,192
Interest and other income (expense), net		(1,630	)		-				(1,630	)		2,231		-				2,231
Income before income taxes		48,099			12,803				60,902			10,646		29,777				40,423
Income tax expense		9,957			4,845		(3)		14,802			742		11,280		(3)		12,022
Net income	$	38,142		$	7,958			$	46,100		$	9,904	$	18,497			$	28,401
Earnings per common share:
Basic	$	0.78		$	0.16			$	0.95		$	0.20	$	0.38			$	0.58
Diluted	$	0.77		$	0.16			$	0.93		$	0.20	$	0.38			$	0.58
Shares used in computing earnings per share:
Basic		48,738			48,738				48,738			48,632		48,632				48,632
Diluted		49,362			49,362				49,362			49,118		49,118				49,118

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
	Year Ended
	March 31, 2009
				Sale of Altec
	Historical			Lansing (1)				Pro Forma
Net revenues	$	765,619		$	(91,029	)		$	674,590
Cost of revenues		469,591			(86,932	)			382,659
Gross profit		296,028			(4,097	)			291,931
Research, development and engineering		72,061			(8,221	)			63,840
Selling, general and administrative		175,601			(19,923	)			155,678
Restructuring and other related charges		12,074			(1,122	)			10,952
Impairment of goodwill and long-lived assets		117,464			(117,464	)			-
Total operating expenses		377,200			(146,730	)			230,470
Operating income (loss)		(81,172	)		142,633				61,461
Interest and other income (expense), net		(3,544	)		-				(3,544	)
Income (loss) before income taxes		(84,716	)		142,633				57,917
Income tax expense (benefit)		(19,817	)		33,094		(3)		13,277
Net income (loss)	$	(64,899	)	$	109,539			$	44,640
Earnings (loss) per common share:
Basic	$	(1.34	)	$	2.25			$	0.92
Diluted	$	(1.34	)	$	2.25			$	0.91
Shares used in computing earnings (loss) per share:
Basic		48,589			48,589				48,589
Diluted		48,589			48,589				48,947	(2)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
	Year Ended
	March 31, 2008
			Sale of Altec
	Historical		Lansing (1)				Pro Forma
Net revenues	$	856,286	$	(108,351	)		$	747,935
Cost of revenues		507,181		(103,318	)			403,863
Gross profit		349,105		(5,033	)			344,072
Research, development and engineering		76,982		(11,249	)			65,733
Selling, general and administrative		189,156		(25,983	)			163,173
Restructuring and other related charges		3,584		(3,584	)			-
Total operating expenses		269,722		(40,816	)			228,906
Operating income		79,383		35,783				115,166
Interest and other income, net		5,854		-				5,854
Income before income taxes		85,237		35,783				121,020
Income tax expense		16,842		12,573		(3)		29,415
Net income	$	68,395	$	23,210			$	91,605
Earnings per common share:
Basic	$	1.42	$	0.48			$	1.90
Diluted	$	1.39	$	0.47			$	1.87
Shares used in computing earnings per share:
Basic		48,232		48,232				48,232
Diluted		49,090		49,090				49,090

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
	Year Ended
	March 31, 2007
				Sale of Altec
	Historical			Lansing (1)				Pro Forma
Net revenues	$	800,154		$	(123,640	)		$	676,514
Cost of revenues		491,339			(110,305	)			381,034
Gross profit		308,815			(13,335	)			295,480
Research, development and engineering		71,895			(10,312	)			61,583
Selling, general and administrative		182,108			(30,251	)			151,857
Gain on sale of land		(2,637	)		-				(2,637	)
Total operating expenses		251,366			(40,563	)			210,803
Operating income		57,449			27,228				84,677
Interest and other income, net		4,089			-				4,089
Income before income taxes		61,538			27,228				88,766
Income tax expense		11,395			10,314		(3)		21,709
Net income	$	50,143		$	16,914			$	67,057
Earnings per common share:
Basic	$	1.06		$	0.36			$	1.42
Diluted	$	1.04		$	0.35			$	1.40
Shares used in computing earnings per share:
Basic		47,361			47,361				47,361
Diluted		48,020			48,020				48,020

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(1)	These adjustments reflect the elimination of the historical operations of Altec Lansing, the Audio Entertainment Group (“AEG”) business segment of the Company for the six months ended September 30, 2008 and 2009 and the fiscal years ended March 31, 2007, 2008 and 2009.  The Company's fiscal year ends on the Saturday closest to the last day of March.  For purposes of presentation, the Company has indicated its accounting year as ending on March 31.  Effective as of December 1, 2009, the sale of AEG was completed.  The Company will account for the sale of AEG as a discontinued operation in its consolidated financial statements effective in the third quarter of fiscal 2010 for all periods presented.
(2)	As the Company incurred a GAAP net loss for the year ended March 31, 2009, the inclusion of stock options in the shares used for computing diluted earnings per share would have been anti-dilutive and would have reduced the net loss per share.  However, as we have pro forma net income, the diluted shares used for the pro forma diluted earnings per share includes the effect of stock options.
(3)	Pro forma income tax expense is based on preliminary estimates and subject to change upon completion of the tax accounting related to the discontinued operations.