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):

  August 2, 2012

PLANTRONICS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-12696	77-0207692
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

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)

Not Applicable

(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 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 1.01 Entry into a Material Definitive Agreement.

On August 2, 2012, Plantronics, Inc. (the "Company"), entered into a Second Amendment to Credit Agreement ("Second Amendment") between the Company and Wells Fargo Bank, National Association ("Wells Fargo").  The Second Amendment modifies the Credit Agreement between the Company and Wells Fargo dated May 9, 2011, as modified by a First Amendment to Credit Agreement dated June 11, 2012 ("Credit Agreement"), to extend the term of the Credit Agreement to May 9, 2015, an extension of one year.

A copy of the Second Amendment is attached hereto as Exhibit 10.1 and the above summary is qualified in its entirety by reference to the Second Amendment.

Item 2.02 Results of Operations and Financial Condition

On August 6, 2012, the Company issued a press release reporting its results of operations and financial condition for the first quarter of fiscal year 2013 which ended on June 30, 2012, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained herein, including Exhibit 99.1, attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On August 6, 2012, the Company announced in its press release titled "Plantronics Announces First Quarter Fiscal Year 2013 Results" that its Board of Directors had declared a cash dividend of $0.10 per share of the Company's common stock, payable on September 10, 2012 to stockholders of record at the close of business on August 20, 2012.

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished as part of this report.

Exhibit Number	Description
10.1	Second Amendment to Credit Agreement between Plantronics, Inc. and Wells Fargo Bank, National Association, dated August 2, 2012
99.1	Press release issued by Plantronics, Inc. dated August 6, 2012, entitled "Plantronics Announces First Quarter Fiscal Year 2013 Results"

SIGNATURE

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:  August 6, 2012	PLANTRONICS, INC.
	By:	/s/ Pamela Strayer
	Name:	Pamela Strayer
	Title:	Senior Vice President and Chief Financial Officer

EX-10.1

Second Amendment to Credit Agreement

This Second Amendment to Credit Agreement (this “Amendment”), dated as of August 2, 2012, is between Plantronics, Inc., a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association, a national banking association (“Bank”).

Recitals

A.Borrower and Bank have previously entered into that certain Credit Agreement, dated as of May 9, 2011 (as amended by that certain First Amendment to Credit Agreement, dated as of June 11, 2012, the “Credit Agreement”).

B.Borrower has requested that Bank amend certain provisions of the Credit Agreement and, in response to the request of Borrower, and in reliance upon the representations made in support thereof, and the other terms and provisions of this Amendment, the parties hereto desire to amend the Credit Agreement as set forth below on the terms and conditions contained herein.

Now, Therefore, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1.Defined Terms. Each capitalized term used but not otherwise defined herein has the meaning ascribed thereto in the Credit Agreement.

2.Amendments to the Credit Agreement.

(a)Section 2.1(a) of the Credit Agreement is hereby amended by deleting the date “May 9, 2014” and replacing it with the date “May 9, 2015.”

(b)Section 8.2 of the Credit Agreement is hereby amended by deleting the contact person “Barbara Scherer, Chief Financial Officer” and replacing it with “Chief Financial Officer.”

3.Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) that all of the following conditions precedent have been satisfied:

(a)Bank shall have received an original counterpart of this Amendment and the First Modification to Revolving Line of Credit Note (the “Modification”), each duly executed and delivered by Borrower;

(b)Bank shall have received an original counterpart to the Consent and Reaffirmation attached hereto, duly executed and delivered by Frederick Electronics Corporation;

(c)Each of the representations and warranties of Borrower in Section 4 of this Agreement shall be true, correct and accurate as of the Effective Date;

(d)Bank shall have received payment for all attorneys' fees and expenses incurred in connection with the preparation and negotiation of this Amendment; and

(e)All legal matters incident to the execution and delivery of this Amendment and the Modification shall be satisfactory to Bank and its counsel.

4.Representations, Warranties and Agreements. Borrower hereby represents, warrants and agrees in favor of Bank as follows:

(a)No Default or Event of Default has occurred and is continuing (or would result from the amendment of the Credit Agreement contemplated hereby);

(b)The execution, delivery and performance by Borrower of this Amendment and the Modification have been duly authorized by all necessary corporate and/or other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable. Each of the Credit Agreement and the other Loan Documents to which Borrower is a party constitutes and continues to constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms;

(c)All of the representations and warranties of Borrower contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof and will be true and correct on the Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date);

(d)Borrower is entering into this Amendment and the Modification on the basis of Borrower's own business judgment, without reliance upon Bank or any other Person; and

(e)Borrower acknowledges and agrees that the execution and delivery by Bank of this Amendment and the Modification shall not be deemed to create a course of dealing or otherwise obligate Bank or any other Person to execute similar agreements under the same or similar circumstances in the future. Bank has no obligation to Borrower or any other Person to further amend provisions of the Credit Agreement or the other Loan Documents. Other than as specifically contemplated hereby, all of the terms, covenants and provisions of the Credit Agreement (and the other Loan Documents) are and shall remain in full force and effect.

5.General Provisions.

(a)Upon the effectiveness of this Amendment, all references in the Credit Agreement and in the other Loan Documents to the Credit Agreement shall refer to the Credit Agreement as modified hereby. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. This Amendment is a Loan Document. THIS AMENDMENT IS EXPRESSLY SUBJECT TO THE PROVISIONS OF SECTION 8.10 (GOVERNING LAW; JURISDICTION; ETC.) AND SECTION 8.11 (ARBITRATION) OF THE CREDIT AGREEMENT, WHICH PROVISIONS ARE INCORPORATED HEREIN AND MADE APPLICABLE HERETO BY THIS REFERENCE.

(b)This Amendment is made pursuant to Section 8.5 of the Credit Agreement and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

(c)This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

(d)If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively.

(e)Each of the parties hereto acknowledge and agree that the execution and delivery of this Amendment and the Modification by the Bank shall not be deemed to create a course of dealing or otherwise obligate the Bank or any other Person to execute similar agreements under the same or similar circumstances in the future. The Bank has no obligation to the Borrower or any other Person to further amend provisions of the Credit Agreement or the other Loan Documents. Other than as specifically contemplated hereby, all of the terms, covenants and provisions of the Credit Agreement (and the other Loan Documents) are and shall remain in full force and effect.

[Document continues with signature pages.]

In Witness Whereof, the parties hereto have caused this Second Amendment to Credit Agreement to be duly executed as of the date first written above.

Borrower:

Plantronics, Inc.,

a Delaware corporation

By:	/s/ Pamela Strayer
Name:	Pamela Strayer
Title:	Sr. VP/CFO

Bank:

Wells Fargo Bank, National Association,

a national banking association

By:	/s/ Alexander Razo
Name:	Alexander Razo
Title:	Vice President

EX-99.1

PRESS RELEASE

INVESTOR CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 MEDIA CONTACT: Karen Auby Senior Manager of Public Relations (831) 458-7814

Plantronics Announces First Quarter Fiscal Year 2013 Results

Financial Results In Line with Guidance; Company Announces New One Million Share Repurchase Authorization

SANTA CRUZ, CA - August 6, 2012 - Plantronics, Inc. (NYSE: PLT) today announced first quarter fiscal year 2013 net revenues of $181.4 million, a 3% increase compared with net revenues of $175.6 million in the first quarter of fiscal year 2012.  Net revenues were within our guidance range of $177 million - $182 million provided on May 1, 2012. Our GAAP diluted earnings per share (“EPS”) decreased to $0.55 in the first quarter of fiscal year 2013 compared with $0.56 in the same quarter of the prior year and was at the high end of our May 2012 guidance range of $0.50 to $0.55.  Non-GAAP diluted EPS for the first quarter of fiscal year 2013 increased slightly to $0.63 from $0.62 in the same quarter of the prior year and was also at the high end of our guidance range of $0.58 to $0.63. The difference between GAAP and non-GAAP EPS for the first quarter of fiscal year 2013 consists of stock-based compensation and accelerated depreciation, both net of the associated tax impact.

Office and Contact Center (“OCC”) product strength in the U.S. and the Asia Pacific region offset slight weakness in the Europe and Africa region, resulting in a 2% increase in OCC net revenues to $134.0 million in the first quarter of fiscal year 2013 compared with $131.0 million in the first quarter of fiscal year 2012. Net revenues from Unified Communications (“UC”) products grew by 48% to $27.8 million in the first quarter of fiscal year 2013 compared with $18.8 million in the first quarter of fiscal year 2012.

Mobile net revenues were up $4.0 million to $36.2 million in the first quarter of fiscal year 2013, an increase of 12% from $32.2 million in the first quarter of fiscal year 2012, primarily as a result of increased market share in the U.S. in both mono and stereo headsets and growth in Asia Pacific led by favorable market acceptance of our new BackBeat® GO wireless stereo Bluetooth headset.

GAAP operating income was $32.1 million in the first quarter of fiscal year 2013, resulting in an operating margin of 17.7%, compared with $35.0 million and an operating margin of 20.0% in the same period in the prior year. GAAP operating income was above our guidance range of $29 million to $31.5 million. Non-GAAP operating income was $36.9 million in the first quarter of fiscal year 2013 resulting in a non-GAAP operating margin of 20.3% compared with $39.4 million and an operating margin of 22.4% in the same period in the prior year. Non-GAAP operating income was slightly above our guidance range of $34 million to $36.5 million.

“Continued strength in UC resulted in year over year OCC net revenue growth,” said Ken Kannappan, President & Chief Executive Officer. “Our growing capabilities in providing rich contextual intelligence to UC applications are providing noteworthy product differentiation. One example of this is the Plantronics Developer Connection, launched during the first quarter of fiscal year 2013, which gives third party developers the ability to integrate our contextual data into unique applications and is being well received."

“We continued to invest strategically in our long-term UC opportunity in the first quarter and achieved an operating margin within our long-term target range while meeting our guidance for the quarter,” said Pam Strayer, Senior Vice President & Chief Financial Officer. “Our financial position remains strong, and we repurchased 529,000 shares of our common stock during the quarter. Today we are announcing a new one million share repurchase program to continue delivering on our commitment to return cash in excess of our operating needs to our stockholders.”

1

Share Repurchase Program and Dividend Announcements

Plantronics today announced a new one million share repurchase program following the recent completion of its prior one million share repurchase program announced in March 2012.

Plantronics also announced that our Board of Directors declared a quarterly dividend of $0.10 per share. The dividend will be payable on September 10, 2012 to stockholders of record at the close of business on August 20, 2012.

Business Outlook

The following statements are based on our current expectations and many of these statements are forward-looking. Actual results are subject to a variety of risks and uncertainties and may differ materially from our expectations.

We have a “book and ship” business model whereby we ship most orders to customers within 48 hours of receipt of those orders, and, therefore, the level of backlog does not provide reliable visibility into potential future revenues.

Subject to the foregoing, we currently expect the following range of financial results for the second quarter of fiscal year 2013:

• Net revenues of $175 million to $180 million; 

• GAAP operating income of $31 million to $34 million;

• Non-GAAP operating income of $36 million to $39 million, excluding the impact of $5 million from both stock-based compensation and accelerated depreciation from GAAP operating income;

• Assuming approximately 42.2 million diluted average weighted shares outstanding:

• GAAP diluted EPS of $0.54 to $0.59; 

• Non-GAAP diluted EPS of $0.63 to $0.68; and

• Cost of stock-based compensation and accelerated depreciation to be approximately $0.09 per diluted share.

Please see our new Investor Relations Presentation available on our corporate website at www.plantronics.com/ir.

Conference Call Scheduled to Discuss Financial Results

We have scheduled a conference call to discuss first quarter fiscal year 2013 results. The conference call will take place today, August 6, 2012, at 2:00 PM (Pacific Time). All interested investors and potential investors in Plantronics stock are invited to participate. To listen to the call, please dial in five to ten minutes prior to the scheduled starting time and refer to the "Plantronics Conference Call."  Participants from North America should call (888) 301-8736 and other participants should call (706) 634-7260.

A replay of the call with the conference ID # 85386735 will be available for 72 hours at (855) 859-2056 for callers from North America and at (404) 537-3406 for all other callers. The conference call will also be simultaneously webcast in the Investor Relations section of our corporate website at www.plantronics.com/ir, and the webcast of the conference call will remain available on the Plantronics website for 30 days.

Use of Non-GAAP Financial Information

For the periods presented, we have excluded certain non-cash expenses and charges, net of tax, including stock-based compensation related to stock options, restricted stock and employee stock purchases, purchase accounting amortization and accelerated depreciation from non-GAAP operating income, non-GAAP operating margin and non-GAAP diluted EPS.  We exclude these expenses from our non-GAAP measures primarily because Plantronics' management does not believe they are part of our target operating model.  We believe that the use of non-GAAP financial measures provides meaningful supplemental information regarding our performance and liquidity and helps investors compare actual results to our long-term target operating model goals. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods; however, non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, gross margin, operating income, operating margin, the effective tax rate, net income or EPS prepared in accordance with GAAP.

2

Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to (i) our commitment to return cash in excess of operating needs to investors through our stock repurchase program; (ii) our estimates of GAAP and non-GAAP financial results for the second quarter of fiscal year 2013, including net revenues, operating income and diluted EPS; (iii) our estimates of stock-based compensation and accelerated depreciation, as well as the impact of these non-cash expenses on Non-GAAP diluted EPS; and (iv) our estimate of weighted average shares outstanding for the second quarter of fiscal year 2013, in addition to other matters discussed in this press release that are not purely historical data. Plantronics does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Among the factors that could cause actual results to differ materially from those contemplated are:

• Micro and macro economic conditions in our domestic and international markets;

• our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption could be adversely affected by the following factors: (i) as UC becomes more widely adopted, the risk that competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate; (iii) the development of UC solutions is technically complex and this may delay or inhibit our ability to introduce solutions to the market on a timely basis and that are cost effective, feature rich, stable and attractive to our customers; (iv) as UC becomes more widely adopted we anticipate that competition for market share will increase, and some competitors may have superior technical and economic resources; and, (v) our plans are dependent upon adoption of our UC solution by major platform providers such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., Alcatel-Lucent, and IBM, and we have a limited ability to influence such providers with respect to the functionality of their platforms, their rate of deployment, and their willingness to integrate their platforms with our solutions, and our support expenditures may substantially increase over time due to the complex nature of the platforms developed by the major UC providers as these platforms continue to evolve and become more commonly adopted;

• failure to match production to demand given long lead times and the difficulty of forecasting unit volumes and acquiring the component parts and materials to meet demand without having excess inventory or incurring cancellation charges;

• volatility in prices from our suppliers, including our manufacturers located in China, have and could negatively affect our profitability and/or market share;

• fluctuations in foreign exchange rates;

• with respect to our stock repurchase program, prevailing stock market conditions generally, and the price of our stock specifically;

• the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers; and,

• additional risk factors including: interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, the inherent risks of our substantial foreign operations, and problems that might affect our manufacturing facilities in Mexico.

For more information concerning these and other possible risks, please refer to Plantronics' Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 25, 2012 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.

Financial Summaries

The following related charts are provided:

• Summary Unaudited Condensed Consolidated Financial Statements

• Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures

• Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and Other Unaudited GAAP Data

3

About Plantronics

Plantronics is a global leader in audio communications for businesses and consumers. We have pioneered new trends in audio technology for over 50 years, creating innovative products that allow people to simply communicate. From Unified Communication solutions to Bluetooth headsets, we deliver uncompromising quality, an ideal experience, and extraordinary service. Plantronics is used by every company in the Fortune 100, as well as 911 dispatch, air traffic control and the New York Stock Exchange. For more information, please visit www.plantronics.com or call (800) 544-4660.

Plantronics, the logo design, Simply Smarter Communications, BackBeat® GO and Clarity are trademarks or registered trademarks of Plantronics, Inc. The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license. All other trademarks are the property of their respective owners.

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

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

4

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended
	June 30,
	2012			2011
Net revenues	$	181,365		$	175,600
Cost of revenues	83,669			81,542
Gross profit	97,696			94,058
Gross profit %	53.9		%	53.6		%
Research, development and engineering	19,696			16,906
Selling, general and administrative	45,904			42,116
Total operating expenses	65,600			59,022
Operating income	32,096			35,036
Operating income %	17.7		%	20.0		%
Interest and other income, net	12			641
Income before income taxes	32,108			35,677
Income tax expense	8,545			8,946
Net income	$	23,563		$	26,731
% of net revenues	13.0		%	15.2		%
Earnings per common share:
Basic	$	0.57		$	0.57
Diluted	$	0.55		$	0.56
Shares used in computing earnings per common share:
Basic	41,660			46,688
Diluted	42,570			48,060
Effective tax rate	26.6		%	25.1		%

5

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED BALANCE SHEETS
	June 30,		March 31,
	2012		2012
ASSETS
Cash and cash equivalents	$	204,639	$	209,335
Short-term investments	150,734		125,177
Total cash, cash equivalents and short-term investments	355,373		334,512
Accounts receivable, net	108,300		111,771
Inventory, net	58,932		53,713
Deferred tax asset	10,669		11,090
Other current assets	15,854		13,088
Total current assets	549,128		524,174
Long-term investments	29,310		55,347
Property, plant and equipment, net	88,750		76,159
Goodwill and purchased intangibles, net	14,318		14,388
Other assets	2,491		2,402
Total assets	$	683,997	$	672,470
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	29,664	$	34,126
Accrued liabilities	50,604		51,845
Income tax payable	4,929		222
Total current liabilities	85,197		86,193
Deferred tax liability	2,074		8,673
Long-term income taxes payable	12,714		12,150
Revolving line of credit	42,000		37,000
Other long-term liabilities	1,199		1,210
Total liabilities	143,184		145,226
Stockholders' equity	540,813		527,244
Total liabilities and stockholders' equity	$	683,997	$	672,470

6

PLANTRONICS, INC.
UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
	Three Months Ended
	June 30,
	2012			2011
GAAP Gross profit	$	97,696		$	94,058
Stock-based compensation	596			546
Accelerated depreciation	124			—
Purchase accounting amortization	—			125
Non-GAAP Gross profit	$	98,416		$	94,729
Non-GAAP Gross profit %	54.3		%	53.9		%
GAAP Research, development and engineering	19,696			16,906
Stock-based compensation	(1,124		)	(947		)
Accelerated depreciation	(57		)	—
Non-GAAP Research, development and engineering	$	18,515		$	15,959
GAAP Selling, general and administrative	$	45,904		$	42,116
Stock-based compensation	(2,900		)	(2,686		)
Purchase accounting amortization	—			(71		)
Non-GAAP Selling, general and administrative	$	43,004		$	39,359
GAAP Operating expenses	$	65,600		$	59,022
Stock-based compensation	(4,024		)	(3,633		)
Accelerated depreciation	(57		)	—
Purchase accounting amortization	—			(71		)
Non-GAAP Operating expenses	$	61,519		$	55,318

7

PLANTRONICS, INC.
UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (CONTINUED)
	Three Months Ended
	June 30,
	2012				2011
GAAP Operating income	$	32,096			$	35,036
Stock-based compensation	4,620				4,179
Accelerated depreciation	181				—
Purchase accounting amortization	—				196
Non-GAAP Operating income	$	36,897			$	39,411
GAAP Net income	$	23,563			$	26,731
Stock-based compensation	4,620				4,179
Accelerated depreciation	181				—
Purchase accounting amortization	—				196
Income tax effect	(1,421		)	(1)	(1,356		)	(2)
Non-GAAP Net income	$	26,943			$	29,750
GAAP Diluted earnings per common share	$	0.55			$	0.56
Stock-based compensation	0.11				0.09
Accelerated depreciation	—				—
Income tax effect	(0.03		)		(0.03		)
Non-GAAP Diluted earnings per common share	$	0.63			$	0.62
Shares used in diluted earnings per common share calculation	42,570				48,060

⁽¹⁾ Excluded amount represents tax benefit from stock-based compensation and accelerated depreciation.

⁽²⁾   Excluded amount represents tax benefit from stock-based compensation and purchase accounting amortization.

Use of Non-GAAP Financial Information

To supplement our consolidated financial statements presented on a GAAP basis, Plantronics uses non-GAAP measures of operating results, which are adjusted to exclude non-recurring and non-cash expenses and charges, such as stock-based compensation related to stock options, restricted stock and employee stock purchases, purchase accounting amortization, restructuring and other related charges, impairment of goodwill and long-lived assets, accelerated depreciation and tax benefits from the expiration of certain statutes of limitations. Plantronics does not believe these expenses and charges are reflective of ongoing operating results and are not part of our target operating model. The non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and the reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by Plantronics may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

8

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data
($ in thousands, except per share data)
	Q112				Q212			Q312			Q412			Q113
GAAP Gross profit	$	94,058			$	98,966		$	96,212		$	95,115		$	97,696
Stock-based compensation	546				559			559			548			596
Accelerated depreciation	—				—			—			—			124
Purchase accounting amortization	125				62			—			—			—
Non-GAAP Gross profit	$	94,729			$	99,587		$	96,771		$	95,663		$	98,416
Non-GAAP Gross profit %	53.9		%		56.3		%	52.8		%	53.9		%	54.3		%
GAAP Operating expenses	$	59,022			$	62,069		$	58,805		$	63,102		$	65,600
Stock-based compensation	(3,633		)		(3,949		)	(4,020		)	(3,667		)	(4,024		)
Accelerated depreciation	—				—			—			—			(57		)
Purchase accounting amortization	(71		)		(71		)	—			—			—
Non-GAAP Operating expenses	$	55,318			$	58,049		$	54,785		$	59,435		$	61,519
GAAP Operating income	$	35,036			$	36,897		$	37,407		$	32,013		$	32,096
Stock-based compensation	4,179				4,508			4,579			4,215			4,620
Accelerated depreciation	—			—	—			—			—			181
Purchase accounting amortization	196				133			—			—			—
Non-GAAP Operating income	$	39,411			$	41,538		$	41,986		$	36,228		$	36,897
Non-GAAP Operating income %	22.4		%		23.5		%	22.9		%	20.4		%	20.3		%
GAAP Income before income taxes	$	35,677			$	36,839		$	37,813		$	32,273		$	32,108
Stock-based compensation	4,179				4,508			4,579			4,215			4,620
Accelerated depreciation	—				—			—			—			181
Purchase accounting amortization	196				133			—			—			—
Non-GAAP Income before income taxes	$	40,052			$	41,480		$	42,392		$	36,488		$	36,909
GAAP Income tax expense	$	8,946			$	9,318		$	6,915		$	8,387		$	8,545
Income tax effect of stock-based compensation	1,282				1,441			1,448			1,292			1,382
Income tax effect of accelerated depreciation	—				—			—			—			39
Income tax effect of purchase accounting amortization	74				50			—			—			—
Tax benefit from the expiration of certain statutes of limitations	—				—			1,507			—			—
Non-GAAP Income tax expense	$	10,302			$	10,809		$	9,870		$	9,679		$	9,966
Non-GAAP Income tax expense as a % of Non-GAAP Income before income taxes	25.7		%		26.1		%	23.3		%	26.5		%	27.0		%

9

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data (Continued)
($ in thousands, except per share data)
	Q112			Q212			Q312			Q412			Q113
GAAP Net income	$	26,731		$	27,521		$	30,898		$	23,886		$	23,563
Stock-based compensation	4,179			4,508			4,579			4,215			4,620
Accelerated depreciation	—			—			—			—			181
Purchase accounting amortization	196			133			—			—			—
Income tax effect	(1,356		)	(1,491		)	(2,955		)	(1,292		)	(1,421		)
Non-GAAP Net income	$	29,750		$	30,671		$	32,522		$	26,809		$	26,943
GAAP Diluted earnings per common share	$	0.56		$	0.60		$	0.71		$	0.55		$	0.55
Stock-based compensation	0.09			0.10			0.11			0.10			0.11
Income tax effect	(0.03		)	(0.03		)	(0.07		)	(0.03		)	(0.03		)
Non-GAAP Diluted earnings per common share	$	0.62		$	0.67		$	0.75		$	0.62		$	0.63
Shares used in diluted earnings per common share calculation	48,060			45,717			43,640			43,329			42,570
SUMMARY OF UNAUDITED GAAP DATA
($ in thousands)
Net revenues from unaffiliated customers:
Office and Contact Center	$	130,999		$	136,395		$	133,335		$	130,980		$	134,033
Mobile	32,164			28,341			36,024			35,296			36,157
Gaming and Computer Audio	7,395			8,381			9,209			6,870			6,789
Clarity	5,042			3,831			4,668			4,438			4,386
Total net revenues	$	175,600		$	176,948		$	183,236		$	177,584		$	181,365
Net revenues by geographic area from unaffiliated customers:
Domestic	$	100,291		$	101,196		$	99,070		$	105,676		$	104,078
International	75,309			75,752			84,166			71,908			77,287
Total net revenues	$	175,600		$	176,948		$	183,236		$	177,584		$	181,365
Balance Sheet accounts and metrics:
Accounts receivable, net	$	108,516		$	103,026		$	109,677		$	111,771		$	108,300
Days sales outstanding (DSO)	56			52			54			57			54
Inventory, net	$	57,697		$	60,717		$	57,799		$	53,713		$	58,932
Inventory turns	5.7			5.1			6.0			6.1			5.7

10