10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2014

or

o 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: 1-12696

Plantronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0207692
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

345 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices)

(Zip Code)

(831) 426-5858

(Registrant's telephone number, including area code)

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 S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes S No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer S	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

As of July 26, 2014, 47,846,934 shares of the registrant's common stock were outstanding.

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Plantronics, Inc.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	Page No.
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of June 30, 2014 and March 31, 2014	3
Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2014 and 2013	4
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2014 and 2013	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2014 and 2013	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	25
Item 4. Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6. Exhibits	29
SIGNATURES	30

Plantronics®, Clarity®, and Simply Smarter Communications® are trademarks or registered trademarks of Plantronics, Inc.

DECT™ is a trademark of ETSI registered for the benefit of its members in France and other jurisdictions.

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.

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Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

PLANTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

	June 30, 2014			March 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	235,250		$	232,704
Short-term investments	93,187			102,717
Accounts receivable, net	150,765			138,301
Inventory, net	60,968			57,132
Deferred tax assets	11,507			11,776
Other current assets	13,949			13,657
Total current assets	565,626			556,287
Long-term investments	108,784			100,342
Property, plant, and equipment, net	137,046			134,402
Goodwill and purchased intangibles, net	16,115			16,165
Other assets	2,149			4,619
Total assets	$	829,720		$	811,815
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	36,751		$	30,756
Accrued liabilities	61,489			66,851
Total current liabilities	98,240			97,607
Long-term income taxes payable	13,195			12,719
Other long-term liabilities	4,556			2,825
Total liabilities	115,991			113,151
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock	776			770
Additional paid-in capital	673,545			663,483
Accumulated other comprehensive income	3,577			2,638
Retained earnings	145,672			123,389
Total stockholders' equity before treasury stock	823,570			790,280
Less:  Treasury stock, at cost	(109,841		)	(91,616		)
Total stockholders' equity	713,729			698,664
Total liabilities and stockholders' equity	$	829,720		$	811,815

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,
	2014			2013
Net revenues	$	216,662		$	202,818
Cost of revenues	101,952			97,186
Gross profit	114,710			105,632
Operating expenses:
Research, development, and engineering	22,520			20,863
Selling, general, and administrative	56,429			48,097
Gain from litigation settlement	(2,000		)	—
Restructuring and other related charges	—			723
Total operating expenses	76,949			69,683
Operating income	37,761			35,949
Interest and other income (expense), net	1,020			(486		)
Income before income taxes	38,781			35,463
Income tax expense	10,109			8,510
Net income	$	28,672		$	26,953
Earnings per common share:
Basic	$	0.69		$	0.63
Diluted	$	0.68		$	0.62
Shares used in computing earnings per common share:
Basic	41,619			42,692
Diluted	42,466			43,650
Cash dividends declared per common share	$	0.15		$	0.10

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended June 30,
	2014			2013
Net income	$	28,672		$	26,953
Other comprehensive income (loss):
Foreign currency translation adjustments	63			(352		)
Unrealized gains (losses) on cash flow hedges:
Unrealized cash flow hedge gains (losses) arising during the period	73			(1,663		)
Net losses reclassified into income for revenue hedges	870			16
Net gains reclassified into income for cost of revenue hedges	(108		)	(270		)
Net unrealized gains (losses) on cash flow hedges	835			(1,917		)
Unrealized gains (losses) on investments:
Unrealized holding gains (losses) during the period	77			(214		)
Aggregate income tax benefit (expense) of the above items	(36		)	$	97
Other comprehensive (income) loss	939			$	(2,386	)
Comprehensive income	$	29,611		$	24,567

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended
	June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	28,672		$	26,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,624			4,108
Stock-based compensation	6,305			4,988
Provision for excess and obsolete inventories	379			1,783
Deferred income taxes	2,715			5,703
Excess tax benefit from stock-based compensation	(992		)	(3,573		)
Other operating activities	581			1,065
Changes in assets and liabilities:
Accounts receivable, net	(12,631		)	5,916
Inventory, net	(3,983		)	228
Current and other assets	(970		)	703
Accounts payable	5,995			(4,340		)
Accrued liabilities	(4,520		)	(7,277		)
Income taxes	3,363			(2,117		)
Cash provided by operating activities	29,538			34,140
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of investments	5,014			30,815
Proceeds from maturities of investments	50,900			35,200
Purchase of investments	(54,867		)	(57,121		)
Capital expenditures	(7,312		)	(13,014		)
Cash used for investing activities	(6,265		)	(4,120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(12,438		)	(10,766		)
Proceeds from issuances under stock-based compensation plans	2,832			13,163
Employees' tax withheld and paid for restricted stock and restricted stock units	(5,787		)	(4,026		)
Payment of cash dividends	(6,389		)	(4,368		)
Excess tax benefit from stock-based compensation	992			3,573
Cash used for financing activities	(20,790		)	(2,424		)
Effect of exchange rate changes on cash and cash equivalents	63			(29		)
Net increase in cash and cash equivalents	2,546			27,567
Cash and cash equivalents at beginning of period	232,704			228,776
Cash and cash equivalents at end of period	$	235,250		$	256,343

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLANTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements ("financial statements") of Plantronics, Inc. ("Plantronics" or "the Company") have been prepared on a basis consistent with the Company's March 31, 2014 audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the information set forth herein.  Certain information and footnote disclosures normally included in financial statements prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial information and in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2014, which was filed with the SEC on May 16, 2014.  The results of operations for the interim period ended June 30, 2014 are not indicative of the results to be expected for the entire fiscal year or any future period.

The financial statements include the accounts of the Company and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to the last day of March.  The Company’s current fiscal year ends on March 28, 2015 and consists of 52 weeks. The Company's prior fiscal year ended on March 29, 2014 and also consisted of 52 weeks.  The Company’s results of operations for the three months ended June 28, 2014 and June 29, 2013 both contain 13 weeks. For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable calendar month end.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued additional guidance to clarify the principles used to recognize revenue for all entities. This guidance will be effective for the Company in the first quarter of its fiscal year ending March 31, 2018. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on its financial position, results of operations, or cash flows.

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3. CASH, CASH EQUIVALENTS, AND INVESTMENTS

The following tables summarize the Company’s cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category recorded as cash and cash equivalents, short-term, or long-term investments as of June 30, 2014 and March 31, 2014 (in thousands):

June 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	230,752	$	—	$	—		$	230,752	$	230,752	$	—	$	—
Level 1:
Mutual Funds	3,418		126		—			3,544		—		3,544		—
Level 2:
Government Agency Securities	51,329		48		(7		)	51,370		—		5,812		45,558
Commercial Paper	55,762		12		—			55,774		4,498		51,276		—
Corporate Bonds	94,537		245		(3		)	94,779		—		31,553		63,226
Certificates of Deposits ("CDs")	1,002		—		—			1,002		—		1,002		—
Subtotal	202,630		305		(10		)	202,925		4,498		89,643		108,784
Total cash, cash equivalents and investments measured at fair value	$	436,800	$	431	$	(10	)	$	437,221	$	235,250	$	93,187	$	108,784

March 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	232,704	$	—	$	—		$	232,704	$	232,704	$	—	$	—
Level 1:
Mutual Funds	1,779		31		(3		)	1,807		—		1,807		—
Level 2:
Government Agency Securities	53,976		43		(9		)	54,010		—		21,325		32,685
Commercial Paper	47,766		7		—			47,773		—		47,773		—
Corporate Bonds	98,289		195		(17		)	98,467		—		30,810		67,657
CDs	1,002		—		—			1,002		—		1,002		—
Subtotal	201,033		245		(26		)	201,252		—		100,910		100,342
Total cash, cash equivalents and investments measured at fair value	$	435,516	$	276	$	(29	)	$	435,763	$	232,704	$	102,717	$	100,342

As of June 30, 2014 and March 31, 2014, all of the Company's investments are classified as available-for-sale securities. The carrying value of available-for-sale securities included in cash equivalents approximates fair value because of the short maturity of those instruments.

The Company did not incur any material realized or unrealized net gains or losses in the three months ended June 30, 2014 and 2013.

There were no transfers between fair value measurement levels during the three months ended June 30, 2014 and 2013.

8

All financial assets and liabilities are recognized or disclosed at fair value in the financial statements. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1

The Company's Level 1 financial assets consist of Mutual Funds. The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.

Level 2

The Company's Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, CDs, and derivative foreign currency contracts. The fair value of Level 2 investment securities is determined based on other observable inputs, including multiple non-binding quotes from independent pricing services. Non-binding quotes are based on proprietary valuation models that are prepared by the independent pricing services and use algorithms based on inputs such as observable market data, quoted market prices for similar securities, issuer spreads, and internal assumptions of the broker. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing services using a variety of techniques depending on the underlying instrument, including: (i) comparing them to actual experience gained from the purchases and maturities of investment securities, (ii) comparing them to internally developed cash flow models based on observable inputs, and (iii) monitoring changes in ratings of similar securities and the related impact on fair value. The fair value of Level 2 derivative foreign currency contracts is determined using pricing models that use observable market inputs.

4. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	175,466		$	159,592
Provisions for returns	(6,760		)	(6,201		)
Provisions for promotions, rebates, and other	(17,617		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(324		)	(287		)
Accounts receivable, net	$	150,765		$	138,301

Inventory, net:

	June 30,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,406	$	28,071
Work in process	290		985
Finished goods	34,272		28,076
Inventory, net	$	60,968	$	57,132

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	26,400	$	32,280
Warranty obligation	8,207		7,965
Income taxes payable	4,635		3,092
Accrued other	22,247		23,514
Accrued liabilities	$	61,489	$	66,851

9

The Company's warranty obligation is included as a component of accrued liabilities in the condensed consolidated balance sheets. Changes in the warranty obligation during the three months ended June 30, 2014 and 2013 were as follows:

	Three Months Ended			Three Months Ended
(in thousands)	June 30, 2014			June 30, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	2,762			2,441
Deductions for warranty claims processed	(1,370		)	(1,367		)
Adjustments related to preexisting warranties	(1,150		)	(1,267		)
Warranty obligation at end of period	$	8,207		$	13,217

5. COMMITMENTS AND CONTINGENCIES

Unconditional Purchase Obligations

The Company purchases services and components from a variety of suppliers and manufacturers. During the normal course of business and to manage manufacturing operations and general and administrative activities, the Company may enter into firm, non-cancelable, and unconditional purchase obligations for which amounts are not recorded in the consolidated balance sheets.  As of June 30, 2014, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $147.0 million.

Other Guarantees and Obligations

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of agreements or representations and warranties made by the Company, services to be provided by the Company, intellectual property infringement claims made by third parties or, with respect to the sale of assets of a subsidiary, matters related to the Company's conduct of business and tax matters prior to the sale. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various triggering events relating to the sale and use of its products and services.  In addition, the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liability, or environmental obligations.  In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers of the Company. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and it has not accrued any liabilities related to such indemnification obligations in the condensed consolidated financial statements.

Claims and Litigation

On October 12, 2012, GN Netcom, Inc. ("GN") sued Plantronics, Inc. in the U.S. District Court for the District of Delaware, alleging violations of the Sherman Act, the Clayton Act, and Delaware common law. In its complaint, GN specifically alleges four causes of action: monopolization, attempted monopolization, concerted action in restraint of trade, and tortious interference with business relations. GN claims that the Company dominates the market for headsets sold into contact centers in the United States and that a critical channel for sales of headsets to contact centers is through a limited network of specialized independent distributors (“SIDs”). GN asserts that the Company attracts SIDs through exclusive distributor agreements and alleges that the use of these agreements is illegal. The Company denies each of the allegations in the complaint and is vigorously defending itself. Given the preliminary nature of the case, the Company is unable to estimate an amount or range of any reasonably possible losses resulting from these allegations.

10

In March 2014, the Company settled pending patent litigation with Aliph, Inc. and AliphCom, Inc. (collectively, “Aliph”).  As part of this settlement, the Company granted to Aliph a non-exclusive, non-transferable license under the licensed patent and released Aliph from all claims in exchange for a settlement payment of $8 million, payable in four equal installments of $2 million each, commencing in May 2014 and ending in January 2015.  The Company will recognize the gain upon receipt of the settlement proceeds, net of immaterial legal contingency fees, within operating income.

In addition, the Company is involved in various legal proceedings arising in the normal course of conducting business. For such legal proceedings, where applicable, the Company has accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to the Company's financial condition, results of operations, or cash flows. With respect to proceedings for which no accrual has been made, the Company is not able to estimate an amount or range of any reasonably possible additional losses because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the variable treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings. However, based upon the Company's historical experience, the resolution of these proceedings is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.

6. CREDIT AGREEMENT

On May 9, 2011, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), which was most recently amended on January 27, 2014 to extend its term to May 9, 2017 (as amended, "the Credit Agreement"). The Credit Agreement provides for a $100.0 million unsecured revolving line of credit ("line of credit") and, if requested by the Company, the Bank may increase its commitment thereunder by up to $100.0 million, for a total facility size of up to $200.0 million. As of June 30, 2014 and March 31, 2014, the Company had no outstanding borrowings under the line of credit.

Loans under the Credit Agreement bear interest at the election of the Company (i) at the Bank's announced prime rate less 1.50% per annum, (ii) at a daily one month LIBOR rate plus 1.10% per annum or (iii) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. Interest on the loans is payable quarterly in arrears. In addition, the Company pays a fee equal to 0.20% per annum on the average daily unused amount of the line of credit, which is payable quarterly in arrears.

The principal, together with accrued and unpaid interest, is due on the amended maturity date, May 9, 2017. The Company may prepay the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain costs in the case of LIBOR loans.

The Company's obligations under the Credit Agreement are guaranteed by the Company's domestic subsidiaries, subject to certain exceptions.

The line of credit requires the Company to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case, at each fiscal quarter end and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents, and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200.0 million.

The line of credit contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The line of credit also contains negative covenants, among other things, limiting, subject to certain monetary thresholds, the ability of the Company to incur debt, make capital expenditures, grant liens, make acquisitions, and make investments. The events of default under the line of credit include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults, and bankruptcy and insolvency events involving the Company or any of its subsidiaries. The Company was in compliance with all covenants at June 30, 2014.

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7. STOCK-BASED COMPENSATION

The Company recognizes the grant-date fair value of stock-based compensation as compensation expense using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest. The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:

	Three Months Ended June 30,
(in thousands)	2014			2013
Cost of revenues	$	535		$	535
Research, development and engineering	1,751			1,368
Selling, general and administrative	4,019			3,085
Stock-based compensation included in operating expenses	5,770			4,453
Total stock-based compensation	6,305			4,988
Income tax benefit	(1,789		)	(1,437		)
Total stock-based compensation, net of tax	$	4,516		$	3,551

Stock Options

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2014:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2014	1,934		$	31.91
Options granted	154		$	42.66
Options exercised	(109	)	$	26.01
Options forfeited or expired	(40	)	$	39.83
Outstanding at June 30, 2014	1,939		$	32.93	3.9	$	28,994
Vested and expected to vest at June 30, 2014	1,901		$	32.75	3.8	$	28,764
Exercisable at June 30, 2014	1,390		$	29.96	3.0	$	24,921

The total intrinsic value of options exercised during the three months ended June 30, 2014 and 2013 was $2.0 million and $12.2 million, respectively.  Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise. The total cash received as a result of stock option exercises during the three months ended June 30, 2014 was $2.8 million, net of taxes.

As of June 30, 2014, total unrecognized compensation cost related to unvested stock options was $4.8 million, which is expected to be recognized over a weighted average period of 2.0 years.

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Restricted Stock

Restricted stock consists of awards of restricted stock and restricted stock units ("RSUs"). The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2014:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2014	1,172		$	39.52
Restricted stock granted	573		$	44.79
Restricted stock vested	(335	)	$	39.10
Restricted stock forfeited	(56	)	$	40.04
Non-vested at June 30, 2014	1,354		$	41.83

The weighted average grant-date fair value of awards of restricted stock is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair value of restricted stock granted during the three months ended June 30, 2014 and 2013 was $44.79 and $46.11, respectively. The total fair value of restricted stock that vested during the three months ended June 30, 2014 and 2013 was $13.1 million and $7.3 million, respectively.

As of June 30, 2014, total unrecognized compensation cost related to unvested restricted stock was $46.3 million, which is expected to be recognized over a weighted average period of 2.3 years.  

Valuation Assumptions

The Company estimates the fair value of stock options and Employee Stock Purchase Plan (“ESPP”) shares using a Black-Scholes option valuation model.  At the date of grant, the Company estimated the fair value of each stock option grant and purchase right granted under the ESPP using the following weighted average assumptions:

	Three Months Ended June 30,
Employee Stock Options	2014			2013
Expected volatility	28.4		%	34.0		%
Risk-free interest rate	1.4		%	0.6		%
Expected dividend yield	1.4		%	0.9		%
Expected life (in years)	4.2			4.2
Weighted-average grant date fair value	$	9.21		$	11.86

No purchase rights were granted under the ESPP during the three months ended June 30, 2014 or 2013.

8. COMMON STOCK REPURCHASES

From time to time, the Company's Board of Directors (the "Board") has authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury stock until they are retired or re-issued. Repurchases by the Company pursuant to Board-authorized programs during the three months ended June 30, 2014 and 2013 are discussed below. As of June 30, 2014, there remained 650,917 shares authorized for repurchase under the program approved by the Board on February 20, 2014 and there were no remaining shares authorized under previously approved programs.

Open Market Repurchases

In the three months ended June 30, 2014 and 2013, the Company repurchased 281,583 shares and 235,468 shares, respectively, of its common stock in the open market for a total cost of $12.4 million and $10.8 million, respectively, and at an average price per share of $44.17 and $45.72, respectively.

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In addition, the Company withheld shares valued at $5.8 million and $4.0 million in the three months ended June 30, 2014, and 2013, respectively, in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's condensed consolidated statements of cash flows. These share withholdings have the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued in connection with the vesting of shares subject to the restricted stock grants and did not represent an expense to the Company.

9. ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income ("AOCI"), net of immaterial tax effects, are as follows:

(in thousands)	June 30, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	(593	)	$	(1,411	)
Accumulated foreign currency translation adjustments	3,950			3,887
Accumulated unrealized gain on investments	220			162
Accumulated other comprehensive income	$	3,577		$	2,638

⁽¹⁾Refer to Note 10, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of June 30, 2014 and March 31, 2014.

10. FOREIGN CURRENCY DERIVATIVES

The Company's foreign currency derivatives consist primarily of foreign currency forward exchange contracts, option contracts, and cross-currency swaps.  The derivatives expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the derivative instrument.  The Company's maximum exposure to loss that it would incur due to credit risk if parties to derivative contracts failed completely to perform according to the terms of the contracts was equal to the carrying value of the Company's derivative assets as of June 30, 2014.  The Company seeks to mitigate such risk by limiting its counterparties to large financial institutions.  In addition, the Company monitors the potential risk of loss with any one counterparty resulting from this type of credit risk on an ongoing basis.

The Company enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow each counterparty to net settle amounts owed between Plantronics and the counterparty as a result of multiple, separate derivative transactions. As of June 30, 2014, the Company has International Swaps and Derivatives Association (ISDA) agreements with three applicable banks and financial institutions which contain netting provisions. Plantronics has elected to present the fair value of derivative assets and liabilities within the Company's consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period. Derivatives not subject to master netting agreements are not eligible for net presentation. As of June 30, 2014 and March 31, 2014, no cash collateral had been received or pledged related to these derivative instruments.

The gross fair value of our outstanding derivative contracts at the end of each period was as follows:

(in thousands)	June 30, 2014	March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	31.3	153.3
Cash flow hedges	803.1	973.4
Total Derivative Assets	834.4	1,126.7
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	193.6	79.7
Cash flow hedges	1,751.3	2,803.8
Total Derivative Liabilities	1,944.9	2,883.5

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Non-Designated Hedges

As of June 30, 2014, the Company had foreign currency forward contracts denominated in Euros ("EUR"), British Pound Sterling ("GBP"), and Australian Dollars ("AUD").  The Company does not elect to obtain hedge accounting for these forward contracts. These forward contracts hedge against a portion of the Company’s foreign currency-denominated cash balances, receivables, and payables. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. Dollar ("USD") equivalent at June 30, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	18,400	$	25,082	Sell EUR	1 month
GBP	£	4,000	$	6,505	Sell GBP	1 month
AUD	A$	7,500	$	7,046	Sell AUD	1 month

Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of non-designated derivative contracts on results of operations recognized in interest and other income, net in the condensed consolidated statements of operations was as follows:

	Three Months Ended June 30,
(in thousands)	2014		2013
Gain on foreign exchange contracts	$	14	$	74

Cash Flow Hedges

On a monthly basis, the Company enters into option contracts with a one-year term.  The Company hedges a portion of the forecasted EUR and GBP denominated revenues with costless collars. The Company does not purchase options for trading purposes.  As of June 30, 2014, the Company had foreign currency option contracts of approximately €56.5 million and £25.0 million.  As of March 31, 2014, the Company had foreign currency option contracts of approximately €55.7 million and £23.9 million.

The Company hedges a portion of the forecasted Mexican Peso (“MXN”) denominated expenditures with a cross-currency swap.  As of June 30, 2014 and March 31, 2014, the Company had foreign currency swap contracts of approximately MXN132.8 million and MXN204.6 million, respectively. The following table summarizes the notional value of the Company’s outstanding MXN cross-currency swaps and approximate USD Equivalent at June 30, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	132,750	$	9,928	Buy MXN	Monthly over	6 months

Effect of Designated Derivative Contracts on AOCI and Condensed Consolidated Statements of Operations

The following table presents the pre-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of income for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014			2013
Gain (loss) included in AOCI as of beginning of period	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	73			(1,663		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	(870		)	(16		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	108			270
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	(762		)	254
Loss included in AOCI as of end of period	$	(607	)	$	(546	)

The Company will reclassify all amounts accumulated in other comprehensive income into earnings within the next twelve months. The Company recognized an immaterial loss in the consolidated statement operations on the ineffective portion of the cash flow hedges reported in interest and other income, net during the three months ended June 30, 2014. There was no ineffective portion of hedges designated as cash flow hedging instruments during the three months ended June 30, 2013.

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11. INCOME TAXES

The Company and its subsidiaries are subject to taxation in the U.S. and in various foreign and state jurisdictions. The effective tax rate for the three months ended June 30, 2014 was 26.1% compared to 24.0% for the same period in the prior year. The effective tax rates differ from the statutory rate due primarily to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes, and other factors.

Included in long-term income taxes payable in the condensed consolidated balance sheets as of June 30, 2014 and March 31, 2014 were unrecognized tax benefits of $13.0 million and $12.6 million, respectively, which would favorably impact the effective tax rate in future periods if recognized.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense in the condensed consolidated statements of operations.  The accrued interest related to unrecognized tax benefits is $1.8 million as of June 30, 2014 as compared to $1.7 million as of March 31, 2014.  No penalties have been accrued.

The Company is currently under examination by the Internal Revenue Service for its 2010 tax year. The California Franchise Tax Board completed its examination of the Company's 2007 and 2008 tax years. The Company received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except in the United Kingdom where tax matters have been concluded for tax years prior to fiscal year 2013.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with the Company's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. The timing of any resolution and/or closure of tax examinations is not certain.

12. COMPUTATION OF EARNINGS PER COMMON SHARE

The Company has a share-based compensation plan under which employees, non-employee directors, and consultants may be granted share-based awards, including shares of restricted stock on which non-forfeitable dividends are paid on unvested shares. As such, shares of restricted stock are considered participating securities under the two-class method of calculating earnings per share as described in the Earnings per Share Topic of the FASB ASC. The two-class method of calculating earnings per share did not have a material impact on the Company's earnings per share calculation for the three month periods ending June 30, 2014 or 2013.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands, except per share data)	2014		2013
Numerator:
Net income	$	28,672	$	26,953
Denominator:
Weighted average common shares-basic	41,619		42,692
Dilutive effect of employee equity incentive plans	847		958
Weighted average common shares-diluted	42,466		43,650
Basic earnings per common share	$	0.69	$	0.63
Diluted earnings per common share	$	0.68	$	0.62
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	547		292

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13. REVENUE AND MAJOR CUSTOMERS

The Company designs, manufactures, markets, and sells headsets for business and consumer applications, and other specialty products for the hearing impaired.  With respect to headsets, it makes products for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Beginning in the first quarter of fiscal year 2015, major product categories were revised to include “Enterprise” (formerly Office and Contact Center), which includes corded and cordless communication headsets, audio processors, and telephone systems; and “Consumer” (formerly Mobile, Gaming and Computer Audio, and Clarity), which includes Bluetooth and corded products for mobile phone applications, personal computer ("PC") and gaming headsets, and specialty products marketed for hearing impaired individuals. Prior period net revenues have been reclassified to conform to this presentation. 

The following table presents net revenues by product group for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	152,354	$	151,183
Consumer	64,308		51,635
Total net revenues	$	216,662	$	202,818

For reporting purposes, revenue is attributed to each geographic region based on the location of the customer. Other than the U.S., no country accounted for 10% or more of the Company's net revenues for the three months ended June 30, 2014 and 2013. The following table presents net revenues by geography:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
U.S.	$	124,467	$	121,318
Europe and Africa	51,262		44,385
Asia Pacific	26,969		23,880
Americas, excluding U.S.	13,964		13,235
Total international net revenues	92,195		81,500
Total net revenues	$	216,662	$	202,818

No customer accounted for more than 10% of net revenues for the three months ended June 30, 2014. One customer, Ingram Micro, accounted for 10.5% of net revenues for the three months ended June 30, 2013.

No customer accounted for more than 10% of net accounts receivable at June 30, 2014 and March 31, 2014, respectively.

14. SUBSEQUENT EVENTS

On July 29, 2014, the Company announced that the Audit Committee had declared and approved the payment of a dividend of $0.15 per share on September 10, 2014 to holders of record on August 20, 2014.

On July 24, 2014, the Company resolved an insurance coverage dispute with one of its insurance carriers.  Under the terms of the agreement, the Company will receive $2.2 million, which it will recognize within operating income in the second quarter of its fiscal year 2015.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CERTAIN FORWARD-LOOKING INFORMATION:

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act") and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act").  Forward-looking statements may generally be identified by the use of such words as "expect," "anticipate," "believe," "intend," "plan," "potential," "will," "shall" or variations of such words and similar expressions, or the negative of these terms. Specific forward-looking statements contained within this Form 10-Q include, but are not limited to, statements regarding (i) our expectations for new product launches and new Consumer product development efforts in fiscal year 2015 and beyond, (ii) the Unified Communications ("UC") markets and our position in these markets, (iii) our belief that our innovation and breakthroughs in contextual intelligence for and other product features and enhancements in UC has spurred the growth in the Enterprise market and UC product revenues, (iv) our long-term strategy to invest in UC and the relationship of added functionality to successful product launches, (v) the future of UC technologies, including the transition of businesses to UC-supported systems, the effect on headset adoption and use, the effects on enterprises that adopt UC and our expectations concerning our revenue opportunity and profit growth, (vi) our belief that our technology capitalizes on the needs of enterprise users in changing business environments and evolving work styles and that our solutions will be an important part of future enterprise UC environments, (vii) our expectations regarding the slow long-term growth of the traditional office and contact center category and the impact of UC on the growth of enterprise headset adoption overall, (viii) the Mobile Bluetooth market and the stereo and mono product categories, (ix) our position in the Mobile Bluetooth market and the effect of our new products on our position in that market, (x) our research and development strategy, including our investments in software development, (xi) our expectations regarding our sales force and customer service operations, (xii) the maintenance of our reputation in the industry, (xiii) our expenses, including research, development and engineering expenses and selling, general and administrative expenses, (xiv) our future tax rate and payments related to unrecognized tax benefits, (xv) our anticipated capital expenditures for the remainder of fiscal year 2015 and the sufficiency of our cash, cash equivalents, and cash from operations to sustain future operations and discretionary cash requirements, (xvi) our planned investment of and need for our foreign cash and our ability to repatriate that cash, (xvii) our ability to draw funds on our credit facility as needed, (xviii) future fluctuations in our cash provided by operating activities, and (xix) the outcome and effect of legal proceedings, as well as other statements regarding our future operations, financial condition and prospects and business strategies.  Such forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Factors that could cause actual results and events to differ materially from such forward-looking statements are included, but not limited to, those discussed in this Quarterly Report on Form 10-Q; in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on May 16, 2014; and other documents filed with the SEC.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.  Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

OVERVIEW

We are a leading designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, other communication endpoints, and accessories for the worldwide business and consumer markets under the Plantronics brand.  In addition, under our Clarity brand we manufacture and market specialty telephone products, such as telephones for the hearing impaired, and other related products for people with special communication needs.

We ship our products to approximately 70 countries through a network of distributors, retailers, wireless carriers, original equipment manufacturers (“OEMs”), and telephony service providers.  We have well-developed distribution channels in North America, Europe, and in some parts of the Asia Pacific region where use of our products is widespread.  Our distribution channels in other geographic regions are less mature, and while we primarily serve contact centers in those regions, we continue to expand into the office, mobile, gaming and computer audio, and specialty telephone markets in those regions and other international locations.  Beginning in the first quarter of our fiscal year 2015, major product categories were revised to include “Enterprise” (formerly Office and Contact Center), which includes Unified Communications ("UC"), corded and cordless communication headsets, audio processors, and telephone systems; and “Consumer” (formerly Mobile, Gaming and Computer Audio, and Clarity), which includes Bluetooth and corded products for mobile phone applications, personal computer ("PC") and gaming headsets, and specialty products marketed for hearing impaired individuals. Prior period net revenues have been reclassified to conform to this presentation.  While not always the case, revenues from our Consumer products channel are typically seasonal, with the December quarter (our third fiscal quarter) typically being the strongest.

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Total net revenues increased to $216.7 million in the first quarter of fiscal 2015, growing 6.8% over the first quarter of the prior year. UC product revenues increased, growing by 17% over the prior-year quarter to $49.2 million. We believe our innovation and breakthroughs in contextual intelligence and other product features and enhancements spurred this growth. Our increased investments in research and development as compared to the same period in the prior year yielded increased functionality for UC endpoints and successful launches of new consumer products in key markets. We also continued to invest in our global sales force in order to bring these and other products to the marketplace.

We believe UC represents our key long-term driver of revenue and profit growth, and it continues to be our primary focus area. Business communications are transforming from voice-centric systems supported by traditional PBX infrastructure to communication systems that are fully integrated with voice, video, and data and are supported by feature-rich UC software. With this transformation, the requirement for a traditional headset used only for voice communications continues to evolve into a need for a device that delivers contextual intelligence, providing the ability to reach people using the mode of communication that is most effective, on the device that is most convenient, and with control over when and how they can be reached. Our portfolio of UC solutions combines hardware with advanced sensor technology and capitalizes on contextual intelligence, addressing the needs of constantly changing business environments and evolving work styles to make connecting easier and by sharing presence information to convey user availability and other contextual information. We believe UC systems will become more commonly adopted by enterprises to reduce costs and improve collaboration, and we believe our solutions with Simply Smarter Communications® technology will be an important part of the UC environment.

The contact center category is the most mature in which we participate, and we expect this category to grow slowly over the long-term. Given the migration to UC by corporations globally, we expect the market for headsets for non-UC enterprise applications to grow very slowly, if at all.  We believe the growth of UC will increase overall headset adoption in enterprise environments and we expect most of the growth in our Enterprise product category over the next five years to come from headsets designed for UC.

Our Consumer products include headsets for mobile communications and entertainment as well as gaming headsets for the console and personal computer categories.  In the first quarter of fiscal year 2015, our Consumer product portfolio benefited from the launch of the Voyager Edge and the continuing strong performance of the Voyager Legend in the mono Bluetooth category, and BackBeat Go 2 and BackBeat Fit are performing well in the stereo Bluetooth category.  These products contributed to the strong performance of our Mobile communications portfolio in the quarter, allowing us to participate fully in market opportunities around the world. We anticipate that our planned investments in these categories will help position us to maintain market share as opportunities in these markets continue to expand.

Integral to our core research and development have been investments in firmware and software engineering to enhance the broad compatibility of our products in the enterprise systems with which they will be deployed, and development of value-added software applications for business users. We believe these investments in software development will help us differentiate our products and maintain long-term gross margins within our business model. We continue to strengthen our strategic partnerships with UC platform suppliers to maintain compatibility of our products with all major platforms as UC usage becomes an essential part of the enterprise communications landscape.

Looking forward, we remain cautious about the macroeconomic environment but note the general improvement in the worldwide economy. We will continue to invest prudently in our long-term growth opportunities. We will continue focusing on innovative product development through our core research and development efforts. We will also continue to grow our sales force and increase marketing and other customer service and support as we expand key strategic partnerships to market our UC products.  We believe we have an excellent position in the market and a well-deserved reputation for quality and service that we will continually strive to earn through ongoing investment and strong execution.

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RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, the condensed consolidated statements of operations data, which is derived from the accompanying unaudited condensed consolidated financial statements.  The financial information and ensuing discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto. 

	Three Months Ended June 30,
(in thousands, except percentages)	2014					2013
Net revenues	$	216,662		100.0	%	$	202,818		100.0	%
Cost of revenues	101,952			47.1	%	97,186			47.9	%
Gross profit	114,710			52.9	%	105,632			52.1	%
Operating expenses:
Research, development, and engineering	22,520			10.4	%	20,863			10.3	%
Selling, general, and administrative	56,429			26.0	%	48,097			23.7	%
Gain from litigation settlement	(2,000		)	(0.9	)%	—			—	%
Restructuring and other related charges	—			—	%	723			0.4	%
Total operating expenses	76,949			35.5	%	69,683			34.4	%
Operating income	37,761			17.4	%	35,949			17.7	%
Interest and other income (expense), net	1,020			0.5	%	(486		)	(0.2	)%
Income before income taxes	38,781			17.9	%	35,463			17.5	%
Income tax expense	10,109			4.7	%	8,510			4.2	%
Net income	$	28,672		13.2	%	$	26,953		13.3	%

NET REVENUES

	Three Months Ended June 30,				Increase
(in thousands, except percentages)	2014		2013		(Decrease)
Net revenues from unaffiliated customers:
Enterprise	$	152,354	$	151,183	$	1,171	0.8	%
Consumer	64,308		51,635		12,673		24.5	%
Total net revenues	$	216,662	$	202,818	$	13,844	6.8	%

Enterprise products represent our largest source of revenues, while Consumer products represent our largest unit volumes.  Net revenues may vary due to seasonality, the timing of new product introductions and discontinuation of existing products, discounts and other incentives, and channel mix. Net revenues derived from sales into the Consumer products retail channel typically account for a seasonal increase in net revenues in the third quarter of our fiscal year.

Net revenues increased in the first quarter of fiscal year 2015 over the same period a year ago due primarily to higher Mobile revenues within our Consumer product category, driven by a stronger product portfolio that was well received in the retail market. In addition, Enterprise revenues increased, driven by year on year growth in UC product sales.

Geographic Information

	Three Months Ended June 30,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)
Net revenues from unaffiliated customers:
U.S.	$	124,467		$	121,318		$	3,149	2.6	%
As a percentage of net revenues	57.4		%	59.8		%
Europe and Africa	51,262			44,385			6,877		15.5	%
Asia Pacific	26,969			23,880			3,089		12.9	%
Americas, excluding U.S.	13,964			13,235			729		5.5	%
Total international net revenues	92,195			81,500			10,695		13.1	%
As a percentage of net revenues	42.6		%	40.2		%
Total net revenues	$	216,662		$	202,818		$	13,844	6.8	%

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Compared to the same period in the prior year, U.S. net revenues increased in the three months ended June 30, 2014 due to growth in Consumer product revenue, driven by new product introductions such as Voyager Edge in the mono Bluetooth market and Backbeat Go 2 and Backbeat Fit products in the stereo Bluetooth market. Enterprise product revenues dropped in the U.S., with year over year growth in UC product sales more than offset by a decline in revenues from traditional office and contact center products.

In the three months ended June 30, 2014, international net revenues increased due primarily to significant growth in Enterprise product revenues in the Europe and Africa ("E&A") region, driven by year over year growth in UC product sales. In addition, we experienced substantial growth in revenues from traditional office and contact center products in our E&A region. We also experienced strong growth in Consumer product revenue, especially in our APAC region.

COST OF REVENUES AND GROSS PROFIT

Cost of revenues consists primarily of direct manufacturing and contract manufacturer costs, warranty expense, freight expense, depreciation, duty expense, reserves for excess and obsolete inventory, royalties, and an allocation of overhead expenses, including facilities, IT, and human resources. 

	Three Months Ended
	June 30,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)
Net revenues	$	216,662		$	202,818		$	13,844	6.8	%
Cost of revenues	101,952			97,186			4,766		4.9	%
Gross profit	$	114,710		$	105,632		$	9,078	8.6	%
Gross profit %	52.9		%	52.1		%

As a percentage of net revenues, gross profit increased in the three months ended June 30, 2014, compared to the same period prior year due primarily to the positive effects of lower product costs both as a result of lower component costs and as the result of spreading our fixed manufacturing costs over a larger revenue base versus a year ago. We also had positive margin effects from lower charges for excess and obsolete inventory. These items in combination were partially offset by the mix of revenue containing a higher proportion of Consumer products, which carry lower margins on average than our Enterprise products.

There are significant variances in gross profit percentages between our higher and lower margin products; therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on gross profit.  Gross profit may also vary based on distribution channel, return rates, and other factors.

RESEARCH, DEVELOPMENT, AND ENGINEERING

Research, development, and engineering costs are expensed as incurred and consist primarily of compensation costs, outside services, including legal fees associated with protecting our intellectual property, expensed materials, travel expenses, depreciation, and an allocation of overhead expenses, including facilities, IT, and human resources.

	Three Months Ended
	June 30,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)
Research, development, and engineering	$	22,520		$	20,863		$	1,657	7.9	%
% of net revenues	10.4		%	10.3		%

During the three months ended June 30, 2014, research, development, and engineering expenses increased compared to the same period prior year due primarily to an increase in our investment in software development and other capabilities related to UC product development. This investment consisted primarily of engineering headcount, resulting in increased compensation and other employee-related expenses.

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SELLING, GENERAL, AND ADMINISTRATIVE

Selling, general, and administrative expenses consist primarily of compensation costs, marketing costs, travel expenses, litigation and professional service fees, and allocations of overhead expenses, including facilities, IT, and human resources.

	Three Months Ended
	June 30,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)
Selling, general, and administrative	$	56,429		$	48,097		$	8,332	17.3	%
% of net revenues	26.0		%	23.7		%

Compared to the same period a year ago, selling, general, and administrative expenses increased in the three months ended June 30, 2014 due primarily to increased headcount and employee-related expenses of $5.7 million, related to increased investment in our sales and marketing organizations to support the UC opportunity and growth in emerging markets. We also experienced an increase of $1.9 million in administrative costs which include IT expenses related to the implementation of our new enterprise resource planning ("ERP") system as well as higher litigation expenses.

INCOME TAX EXPENSE

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2014			2013			(Decrease)
Income before income taxes	$	38,781		$	35,463		$	3,318	9.4	%
Income tax expense	10,109			8,510			1,599		18.8	%
Net income	$	28,672		$	26,953		$	1,719	6.4	%
Effective tax rate	26.1		%	24.0		%

Our effective tax rate for the three months ended June 30, 2014 was 26.1% compared to 24.0% in the same prior year period. The higher effective tax rate for the three months ended June 30, 2014 compared to the same period in the prior year is due primarily to the United States (“U.S.”) federal tax research credit which expired in December 2013, but was available for the first nine months in our fiscal year 2014, the release of larger tax reserves from the expiration of certain statutes of limitations and a favorable transfer pricing adjustment in the prior year period.

We and our subsidiaries are subject to taxation in the U.S. and in various foreign and state jurisdictions. We are currently under examination by the Internal Revenue Service for our 2010 tax year. The California Franchise Tax Board completed its examination of our 2007 and 2008 tax years. We received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except in the United Kingdom where tax matters have been concluded for tax years prior to fiscal year 2013.

FINANCIAL CONDITION

The table below provides a summary of our condensed consolidated cash flow information for the periods presented:

	Three Months Ended
	June 30,
(in thousands)	2014			2013			Change
Net cash provided by operating activities	$	29,538		$	34,140		$	(4,602	)
Net cash used for investing activities	(6,265		)	(4,120		)	(2,145		)
Net cash used for financing activities	(20,790		)	(2,424		)	(18,366		)
Effect of exchange rate changes on cash and cash equivalents	63			(29		)	92
Net increase in cash and cash equivalents	$	2,546		$	27,567		$	(25,021	)

Our primary source of liquidity is cash provided by operating activities. We expect that cash provided by operating activities will fluctuate in future periods as a result of a number of factors, including fluctuations in our revenues and operating expenses, the timing of product shipments during the quarter, accounts receivable collections, inventory and supply chain management, and the timing and amount of tax and other payments. 

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Operating Activities

Net cash provided by operating activities during the three months ended June 30, 2014 decreased from the same prior year period primarily due to a net increase in accounts receivable which was driven by the timing of product shipments during the first quarter compared to the same prior year period as well as slightly longer collection cycles as a result of our focus on the ERP implementation during the first quarter of our fiscal year 2015. This decrease was partially offset by a net increase in accounts payable and accrued liabilities due primarily to the timing of payments made during the first quarter compared to the same prior year period.

Investing Activities

Net cash used for investing activities during the three months ended June 30, 2014 increased from the same prior year period due primarily to a decrease in net proceeds from the sale and maturity of short and long-term investments, which was partially offset by lower capital expenditures.

For the remainder of fiscal year 2015, we expect to spend approximately $20.0 million on capital expenditures for estimated total capital expenditures of approximately $30.0 million for fiscal year 2015, related to costs associated with the purchase and construction of a new Smarter Working office at our European headquarters site in the Netherlands as well as costs associated with building and leasehold improvements at our U.S. headquarters and our facility in Mexico. The remainder of the anticipated capital expenditures for fiscal year 2015 consists primarily of capital investment in our manufacturing capabilities, including tooling for new products. We will continue to evaluate new business opportunities and new markets; as a result, our future growth within the existing business or new opportunities and markets may dictate the need for additional facilities and capital expenditures to support that growth.

Financing Activities

Net cash used for financing activities during the three months ended June 30, 2014 increased from the prior year period due primarily to a decrease in proceeds from issuances under our stock-based compensation plans, an increase in cash used for the repurchase of common stock, and an increase in cash used for the payment of dividends.

On July 29, 2014, we announced that our Audit Committee had declared a cash dividend of $0.15 per share, payable on September 10, 2014 to stockholders of record at the close of business on August 20, 2014.  We expect to continue paying a quarterly dividend of $0.15 per share; however, the actual declaration of dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board each quarter after its review of our financial performance and financial position.

Liquidity and Capital Resources

Our primary discretionary cash requirements have historically been for repurchases of our common stock and to fund stockholder dividends.  At June 30, 2014, we had working capital of $467.4 million, including $328.4 million of cash, cash equivalents and short-term investments, compared with working capital of $458.7 million, including $335.4 million of cash, cash equivalents and short-term investments at March 31, 2014.  

Our cash and cash equivalents as of June 30, 2014 consisted of bank deposits with third party financial institutions and Commercial Paper.  We monitor bank balances in our operating accounts and adjust the balances as appropriate.  Cash balances are held throughout the world, including substantial amounts held outside of the U.S.  As of June 30, 2014, of our $328.4 million of cash, cash equivalents and short-term investments, $10.6 million was held domestically while $317.8 million was held by foreign subsidiaries. The costs to repatriate our foreign earnings to the U.S. would be material; however, our intent is to permanently reinvest our earnings from foreign operations and our current plans do not require us to repatriate our earnings from foreign operations to fund our U.S. operations because we generate sufficient domestic operating cash flow and have access to external funding under our revolving line of credit.

Our short and long-term investments are intended to establish a high-quality portfolio that preserves principal and meets liquidity needs.  As of June 30, 2014, our investments were composed of Mutual Funds, Government Agency Securities, Commercial Paper, Corporate Bonds, and CDs.

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From time to time, our Board of Directors ("Board") has authorized plans under which we may repurchase shares of our common stock, depending on market conditions, in the open market or through privately negotiated transactions. During the first three months of fiscal year 2015, we repurchased 281,583 shares of our common stock in the open market as part of these publicly announced repurchase programs. The total cost of these repurchases was $12.4 million, with an average price of $44.17 per share. In addition, we withheld 128,223 shares with a total value of $5.8 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.

As of June 30, 2014, there remained 650,917 shares authorized for repurchase under the stock repurchase program approved by the Board on February 20, 2014. For more information regarding our stock repurchase programs, refer to Note 8, Common Stock Repurchases, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.

In May 2011, we entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), as most recently amended in January 2014 to extend its term to May 2017 (as amended, "the Credit Agreement"). The Credit Agreement provides for a $100.0 million unsecured revolving line of credit (the "line of credit") to augment our financial flexibility and, if requested by us, the Bank may increase its commitment thereunder by up to $100.0 million, for a total facility of up to $200.0 million.  Any outstanding principal, together with accrued and unpaid interest, is due on the amended maturity date, May 9, 2017, and our obligations under the Credit Agreement are guaranteed by our domestic subsidiaries, subject to certain exceptions. As of June 30, 2014, the Company had no outstanding borrowings under the line of credit. Loans under the Credit Agreement bear interest at our election (1) at the Bank's announced prime rate less 1.50% per annum, (2) at a daily one month LIBOR rate plus 1.10% per annum or (3) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. The line of credit requires us to comply with the following two financial covenant ratios, in each case at each fiscal quarter end and determined on a rolling four-quarter basis:

• maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"); and,

• minimum EBITDA coverage ratio, which is calculated as interest payments divided by EBITDA.

As of June 30, 2014, we were in compliance with these ratios by a substantial margin.

In addition, we and our subsidiaries are required to maintain, on a consolidated basis, unrestricted cash, cash equivalents and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200.0 million. The line of credit contains affirmative covenants including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The credit facility also contains negative covenants, among other things, limiting our ability to incur debt, make capital expenditures, grant liens, make acquisitions and make investments. The events of default under the line of credit include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults and bankruptcy and insolvency events involving us or any of our subsidiaries. As of June 30, 2014, we were in compliance with all covenants under the line of credit.

Our liquidity, capital resources, and results of operations in any period could be affected by repurchases of our common stock, the payment of cash dividends, the exercise of outstanding stock options, restricted stock grants under stock plans, and the issuance of common stock under our ESPP.  We receive cash from the exercise of outstanding stock options under our stock plan and the issuance of shares under our ESPP. However, the resulting increase in the number of outstanding shares from these equity grants and issuances could affect our earnings per share. We cannot predict the timing or amount of proceeds from the sale or exercise of these securities or whether they will be exercised, forfeited, canceled or will expire. 

We believe that our current cash and cash equivalents, short-term investments, cash provided by operations and the availability of additional funds under the Credit Agreement will be sufficient to fund operations for at least the next 12 months; however, any projections of future financial needs and sources of working capital are subject to uncertainty.  Readers are cautioned to review the risks, uncertainties, and assumptions set forth in this Quarterly Report on Form 10-Q, including the section entitled “Certain Forward-Looking Information” and the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, and other periodic filings with the SEC, any of which could affect our estimates for future financial needs and sources of working capital.

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides us with financing and liquidity support, market risk, or credit risk support.

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A substantial portion of the raw materials, components, and subassemblies used in our products are provided by our suppliers on a consignment basis. These consigned inventories are not recorded on our consolidated balance sheet until we take title to the raw materials, components, and subassemblies, which occurs when they are consumed in the production process. Prior to consumption in the production process, our suppliers bear the risk of loss and retain title to the consigned inventory. The terms of the agreements allow the Company to return parts in excess of maximum order quantities to the suppliers at the supplier’s expense. Returns for other reasons are negotiated with the suppliers on a case-by-case basis and to date have been immaterial. If our suppliers were to discontinue financing consigned inventory, it would require us to make cash outlays and we could incur expenses which, if material, could negatively affect our business and financial results. As of June 30, 2014 and March 31, 2014, we had off-balance sheet consigned inventories of $37.5 million and $40.0 million, respectively.

Unconditional Purchase Obligations

We utilize several contract manufacturers to manufacture raw materials, components, and subassemblies for our products. We provide these contract manufacturers with demand information that typically covers periods up to 13 weeks, and they use this information to acquire components and build products. We also obtain individual components for our products from a wide variety of individual suppliers. Consistent with industry practice, we acquire components through a combination of purchase orders, supplier contracts, and open orders based on projected demand information. As of June 30, 2014, we had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $147.0 million.

CRITICAL ACCOUNTING ESTIMATES

For a complete description of what we believe to be the critical accounting estimates used in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the Securities and Exchange Commission ("SEC") on May 16, 2014.  There have been no changes to our critical accounting estimates during the three months ended June 30, 2014.

Recent Accounting Pronouncements

In May 2014, the FASB issued additional guidance to clarify the principles used to recognize revenue for all entities. This guidance will be effective for us in the first quarter of our fiscal year ending March 31, 2018. We are currently evaluating the impact, if any, the adoption of this guidance will have on our financial position, results of operations, or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The discussion of our exposure to market risk related to changes in interest rates and foreign currency exchange rates contains forward-looking statements that are subject to risks and uncertainties.  Actual results could vary materially as a result of a number of factors including those discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the SEC on May 16, 2014.

INTEREST RATE RISK

We reported the following balances in cash and cash equivalents, short-term investments, and long-term investments as follows:

(in millions)	June 30, 2014		March 31, 2014
Cash and cash equivalents	$	235.3	$	232.7
Short-term investments	$	93.2	$	102.7
Long-term investments	$	108.8	$	100.3

As of June 30, 2014, our investments were composed of Mutual Funds, Government Agency Securities, Commercial Paper, Corporate Bonds, and CDs.

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Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. Our investment policy generally limits the amount of credit exposure to any one issuer and requires investments to be high credit quality, primarily rated A or A2 and above, with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. We classify our investments as either short-term or long-term based on each instrument's underlying effective maturity date. All short-term investments have effective maturities less than 12 months, while all long-term investments have effective maturities greater than 12 months or we do not currently have the ability to liquidate the investment. We may sell our investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. No material realized or unrealized net gains or losses were recognized during the three months ended June 30, 2014 and 2013.

Interest rates were relatively unchanged in the three months ended June 30, 2014 compared to the same period in the prior year. During the three month period ended June 30, 2014, we generated no significant interest income from our portfolio of cash equivalents and investments and incurred no interest expense from our revolving line of credit. A hypothetical increase or decrease in our interest rates by 10 basis points would have an immaterial impact on our results of operations.

FOREIGN CURRENCY EXCHANGE RATE RISK

We are exposed to currency fluctuations, primarily in the Euro ("EUR"), British Pound Sterling ("GBP"), Australian Dollar ("AUD"), Mexican Peso ("MXN"), and the Chinese Renminbi ("RMB"). We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations. All of our hedging activities are entered into with large financial institutions, which we periodically evaluate for credit risks. We hedge our balance sheet exposure by hedging EUR, GBP, and AUD denominated cash, accounts receivable, and accounts payable balances, and our economic exposure by hedging a portion of anticipated EUR and GBP denominated sales and our MXN denominated expenditures. We can provide no assurance that our strategy will be successful in the future and that exchange rate fluctuations will not materially adversely affect our business.

We experienced immaterial net foreign currency gains in the three months ended June 30, 2014 and immaterial net foreign currency losses in the three months ended June 30, 2013. Although we hedge a portion of our foreign currency exchange exposure, the weakening of certain foreign currencies, particularly the EUR and the GBP in comparison to the U.S. Dollar ("USD"), could result in material foreign exchange losses in future periods.

Non-designated Hedges

We hedge our EUR, GBP, and AUD denominated cash, accounts receivable, and accounts payable balances by entering into foreign exchange forward contracts. The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the USD against the forward currency contracts as of June 30, 2014 (in millions):

Currency - forward contracts	Position	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
EUR	Sell Euro	$	25.1	$	1.5	$	(1.2	)
GBP	Sell GBP	$	6.5	$	0.3	$	(0.2	)
AUD	Sell AUD	$	7.0	$	0.9	$	(0.7	)

Cash Flow Hedges

In the three months ended June 30, 2014, approximately 42.6% of our net revenues were derived from sales outside of the U.S. and denominated primarily in EUR and GBP.

As of June 30, 2014, we had foreign currency put and call option contracts with notional amounts of approximately €56.5 million and £25.0 million denominated in EUR and GBP, respectively. Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales. If the USD is subjected to either a 10% appreciation or 10% depreciation versus these net exposed currency positions, we could realize a gain of $7.5 million or incur a loss of $8.8 million, respectively.

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The table below presents the impact on the Black-Scholes valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD against the indicated open option contract type for cash flow hedges as of June 30, 2014 (in millions):

Currency - option contracts	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
Call options	$	121.6	$	1.7	$	(8.3	)
Put options	$	113.4	$	5.8	$	(0.5	)

Collectively, our swap contracts hedge against a portion of our forecasted MXN denominated expenditures. As of June 30, 2014, we had cross-currency swap contracts with notional amounts of approximately MXN132.8 million.

The table below presents the impact on the valuation of our cross-currency swap contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD as of June 30, 2014 (in millions):

Currency - cross-currency swap contracts	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Loss From 10% Appreciation of USD			Foreign Exchange Gain From 10% Depreciation of USD
Position: Buy MXN	$	9.9	$	(0.9	)	$	1.1

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting

During the quarter ended June 30, 2014, the Company concluded the re-implementation of its ERP system.  The new system resulted in changes to the Company’s processes and procedures affecting its internal control over financial reporting.  Other than as described above, there have not been any changes in the Company’s internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are presently engaged in various legal actions arising in the normal course of business.  We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows.  See Note 5, Commitments and Contingencies, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.

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ITEM 1A. RISK FACTORS

You should carefully consider the risk factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the SEC on May 16, 2014, which could materially affect our business, financial position or future results of operations. There have been no material changes to the risk factors disclosed therein. The risks described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position or future results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The actual declaration of future dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board of Directors of the Company each quarter after its review of our financial performance.

Share Repurchase Programs

The following table presents a month-to-month summary of the stock purchase activity in the first quarter of fiscal year 2015:

	Total Number of Shares Purchased 1		Average Price Paid per Share 2		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 6
March 30, 2014 to April 26, 2014	70,184	3	$	43.27	70,000	862,500
April 27, 2014 to May 24, 2014	148,866	4	$	43.33	115,000	747,500
May 25, 2014 to June 28, 2014	190,756	5	$	45.83	96,583	650,917

1	On February 20, 2014, the Board of Directors authorized a new program to repurchase 1,000,000 shares of our common stock.
2	"Average Price Paid per Share" reflects open market repurchases of common stock only.
3	Includes 184 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
4	Includes 33,866 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
5	Includes 94,173 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
6	These shares reflect the available shares authorized for repurchase under the February 20, 2014 program.

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ITEM 6. EXHIBITS

We have filed the following documents as Exhibits to this Form 10-Q:

Exhibit Number		Incorporation by Reference				Filed Herewith
	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1	Form of Change of Control Severance Agreement between Registrant and Certain Executive Officers.					X
31.1	Certification of the President and CEO Pursuant to Rule 13a-14(a)/15d-14(a).					X
31.2	Certification of Senior Vice President and CFO Pursuant to Rule 13a-14(a)/15d-14(a).					X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.					X
101.INS*	XBRL Instance Document					X
101.SCH*	XBRL Taxonomy Extension Schema Document					X
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document					X
101.DEF*	XBRL Taxonomy Definition Linkbase Document					X

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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 thereunto duly authorized.

		PLANTRONICS, INC.
Date:	July 29, 2014	By:	/s/ Pamela Strayer
		Name:	Pamela Strayer
		Title:	Senior Vice President and Chief Financial Officer

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EX-10.1

PLANTRONICS, INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Plantronics, Inc., a Delaware corporation (the “Company”), effective as of [DATE] (the “Effective Date”).

RECITALS

1.It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Compensation Committee of the Board of Directors of the Company (the “Committee”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

2.The Committee believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his or her employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

3.The Committee believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment following a Change of Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

4.Certain capitalized terms used in the Agreement are defined in Section 6 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.Term of Agreement. This Agreement will have an initial term of two (2) years commencing on the Effective Date (the “Initial Term”). On the second anniversary of the Effective Date, this Agreement will renew automatically for an additional one (1) year term (the “Additional Term”) unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Notwithstanding the foregoing sentence, if a Change of Control occurs at any time during either the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is twenty-four (24) months following the effective date of the Change of Control. If Executive becomes entitled to benefits under Section 3 or Section 4 during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2.At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, including (without limitation) any termination that occurs other than during the period that is on or within twenty-four (24) months after a Change of Control as provided herein, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or as provided in any employment agreement entered into between the Company and Executive, and the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses.

3.Change of Control. In the event of a Change of Control, and subject to Executive’s continued employment with the Company through the effective date of such Change of Control, all outstanding equity awards will vest according to the vesting schedule specified in the 2003 Stock Option Plan.

4.Severance Benefits.

(a)Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment with the Company without Cause or if Executive resigns from such employment for Good Reason, and such termination occurs on or within twenty-four (24) months after a Change of Control, and Executive signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to the Company) and provided that such release of claims becomes effective no later than sixty (60) days following the termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”), then subject to this Section 4, Executive will receive the following:

(i)Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

(ii)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to the sum of (A) [200%/100%] of Executive’s annual base salary as in effect immediately prior to Executive’s termination date or (if greater) at the level in effect immediately prior to the Change of Control, (B) that prorata portion or all of Executive’s annual target incentive bonus that Executive has earned but not yet been paid (disregarding the requirement that the participant must have been employed by the Company as of the date of payout to earn any portion of or all of their annual incentive bonus); and (C) [200%/100%] of Executive’s annual target incentive bonus for the year in which the severance payment under this Agreement set forth in this Section 4(a)(ii) is triggered.

(iii)Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or the California Continuation Benefits Replacement Act, as amended (“Cal-COBRA”) for periods of coverage beyond that permitted by COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, or Cal-COBRA, as applicable, the Company will reimburse Executive for the COBRA (or, if applicable, Cal-COBRA) premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of [twenty-four (24) / twelve (12) months] from the last date of employment of the Executive with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans. COBRA (or, if applicable, Cal-COBRA) reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the COBRA or Cal-COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA (or, if applicable, Cal-COBRA) premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA, or Cal-COBRA, as applicable, continuation coverage.

(iv)Equity Awards. Any equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) outstanding as of the date of such termination will vest in full as to 100% of the unvested portion of the award.

(v)Timing of Payments.

(1)If the release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the release of claims actually becomes effective. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 4(f)(i)) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60^th) day following Executive’s separation from service, or, if later, such time as required by Section 4(f). Except as required by Section 4(f), any installmentpayments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60^th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement.

(2)Unless otherwise required by Section 4(a)(v)(1) or Section 4(f), the Company will pay any severance payments in a lump-sum payment payable within thirty (30) days following Executive’s termination date; provided, however, that no severance or other benefits will be paid or provided until the release of claims discussed in Section 4(a) becomes effective and irrevocable, and any severance amounts or benefits otherwise payable between Executive’s termination date and the date such release becomes effective and irrevocable will be paid on the date the release becomes effective and irrevocable. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

(b)Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason during the period that is on or within twenty-four (24) months after a Change of Control) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

(c)Disability; Death. If the Company terminates Executive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to his or her death, then Executive will not be entitled to receive any other severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

(d)Termination not in Connection with a Change of Control. In the event Executive’s employment is terminated for any reason other than as provided in Section 4(a), then Executive will be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

(e)Exclusive Remedy. In the event of a Change of Control, or a termination of Executive’s employment as set forth in Section 4(a) of this Agreement, the provisions of Section 3 and Section 4, as applicable, are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation or other payments or rights upon a Change of Control or a termination of employment following a Change of Control other than those benefits expressly set forth in Section 3 or Section 4 of this Agreement.

(f)Section 409A.

(i)Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

(ii)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the six (6) month anniversary of the separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(iii)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(iv)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(v)The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

(g)Other Requirements. Executive’s receipt of any payments or benefits under this Section 4 will be subject to Executive continuing to comply with the terms of any confidential information agreement executed by Executive in favor of the Company and the provisions of this Agreement. In addition, as an express condition to Executive’s right to receive any payments or benefits under this Section 4, Executive agrees that for a period of two years following Executive’s termination of employment with the Company, Executive will not solicit, encourage, or induce any other employee of the Company to terminate his or her employment with the Company. The foregoing will not prohibit Executive or any entity with which Executive may be affiliated from hiring a current or former employee of the Company.

5.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 and Section 4(a) respectively will be either:

(a)delivered in full, or

(b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be canceled in the reverse order of the date of grant of Executive’s equity awards.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may incur in connection with any calculations contemplated by this Section 5.

6.Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

(a)Cause. “Cause” will mean Executive’s termination only upon:

(i)Executive’s willful failure, after receipt of at least one written warning, (A) to comply with the Company’s policies and practices applicable to the Company’s employees in similar job positions or to the Company’s employees generally or (B) to follow the reasonable instructions of Executive’s supervisor;

(ii)Executive’s engaging in willful misconduct which is demonstrably and materially injurious to the Company;

(iii)Executive’s committing a felony, an act of fraud against, or the misappropriation of property belonging to the Company; or

(iv)Executive’s breaching in any material respect the terms of this Agreement or the Employee Patent, Secrecy and Invention Agreement between Executive and the Company.

(b)Change of Control. “Change of Control” will mean the occurrence of any of the following events:

(i)Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Company’s Board of Director (the “Board”) will not be considered a Change of Control; or

(ii)Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

(iii)Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For these purposes, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

(c)Disability. “Disability” will mean that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate Executive’s employment. In the event that Executive resumes the performance of substantially all of his or her duties hereunder before the termination of his or her employment becomes effective, the notice of intent to terminate will automatically be deemed to have been revoked.

(d)Good Reason. “Good Reason” will mean Executive’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:

(i)A material reduction in Executive’s base compensation as in effect immediately prior to such reduction not including a substantially similar reduction that applies to all similarly situated executives;

(ii)The assignment to Executive of any duties, or the reduction of Executive’s duties,either of which results in a material diminution of Executive’s authority, duties, or responsibilities with the Company in effect immediately prior to such assignment, or the removal of Executive from such position and responsibilities, provided that such removal results in a material diminution of Executive’s authority, duties, or responsibilities with the Company; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise (as, for example, when the Chief Executive Officer of the Company remains the Chief Executive Officer of the Company following a Change of Control where the Company becomes a wholly owned subsidiary of the acquiror, but is not made the Chief Executive Officer of the acquiring corporation) will not constitute “Good Reason;”

(iii)A material change in the geographic location at which Executive must perform services (in other words, the relocation of Executive to a facility that is more than twenty-five (25) miles from Executive’s current location); or

(iv)the failure of the Company to obtain the assumption of the Agreement by a successor and/or acquirer.

Executive will not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the event that Executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice.

(e)Section 409A Limit. “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

7.Successors.

(a)The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.Arbitration.

(a)The Company and Executive each agree that any and all disputes arising out of the terms of this Agreement, Executive’s employment by the Company, Executive’s service as an officer or director of the Company, or Executive’s compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. Disputes that the Company and Executive agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. The Company and Executive further understand that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.

(b)Procedure. The Company and Executive agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The Arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The Arbitrator will have the power to award any remedies available under applicable law, and the Arbitrator will award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the Arbitrator or JAMS except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fees as Executive would have instead paid had he or she filed a complaint in a court of law. The Arbitrator will administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and the Arbitrator will apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law will take precedence. The decision of the Arbitrator will be in writing. Any arbitration under this Agreement will be conducted in Santa Cruz County, California.

(c)Remedy. Except as provided by the Act and this Agreement, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.

(d)Administrative Relief. Executive understands that this Agreement does not prohibit him or her from pursuing any administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim, except as permitted by law.

(e)Voluntary Nature of Agreement. Each of the Company and Executive acknowledges and agrees that such party is executing this Agreement voluntarily and without any duress or undue influence by anyone. Executive further acknowledges and agrees that he or she has carefully read this Agreement and has asked any questions needed for him or her to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that Executive is waiving his or her right to a jury trial. Finally, Executive agrees that he or she has been provided an opportunity to seek the advice of an attorney of his or her choice before signing this Agreement.

9.Notice.

(a)General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, mailed notices will be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its President.

(b)Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 9(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than ninety (90) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Good Reason will not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his or her rights hereunder.

10.Miscellaneous Provisions.

(a)No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

(b)Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

(e)Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions). Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained in any state or federal court located in the jurisdiction where Executive resides, and Executive and the Company hereby submit to the jurisdiction and venue of any such court.

(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

(g)Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes.

(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page to Follow]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

COMPANYPLANTRONICS, INC.

By:

Title:

Date:

EXECUTIVE

By:                        _

Title:

Date:

EX-31.1

Exhibit 31.1

Certification of the President and CEO

I, Ken Kannappan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 29, 2014
	/s/ Ken Kannappan
	Ken Kannappan
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Senior Vice President and CFO

I, Pamela Strayer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 29, 2014
	/s/ Pamela Strayer
	Pamela Strayer
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ken Kannappan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Plantronics, Inc. on Form 10-Q for the three months ended June 28, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.

By:	/s/ Ken Kannappan
Name:	Ken Kannappan
Title:	President and Chief Executive Officer
Date:	July 29, 2014

I, Pamela Strayer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Plantronics, Inc. on Form 10-Q for the three months ended June 28, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.

By:	/s/ Pamela Strayer
Name:	Pamela Strayer
Title:	Senior Vice President and Chief Financial Officer
Date:	July 29, 2014

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of 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 the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

FOREIGN CURRENCY DERIVATIVES (Details 1) (Not Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Gain on foreign exchange contracts	$ 14	$ 74

XML

STOCK-BASED COMPENSATION Stock Option Activity (Details) (Stock Options [Member], USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at March 31, 2014	1,934
Options granted	154
Options exercised	(109)
Options forfeited or expired	(40)
Options outstanding at June 30, 2014	1,939
Weighted average exercise price of options outstanding, March 31, 2014	$ 31.91
Weighted average exercise price of options granted	$ 42.66
Weighted average exercise price of options exercised	$ 26.01
Weighted average exercise price of options forfeited or expired	$ 39.83
Weighted average exercise price of options outstanding, June 30, 2014	$ 32.93
Weighted average remaining contractual life of options outstanding at June 30, 2014	3 years 329 days
Aggregate intrinsic value of options outstanding at June 30, 2014	$ 28,994,000
Vested and expected to vest at June 30, 2014	1,901
Weighted average exercise price of options vested and expected to vest at June 30, 2014	$ 32.75
Weighted average remaining contractual life of options vested and expected to vest at June 30, 2014	3 years 292 days
Aggregate intrinsic value of options vested and expected to vest at June 30, 2014	28,764,000
Exercisable at June 30, 2014	1,390
Weighted average exercise price of options exercisable at June 30, 2014	$ 29.96
Weighted average remaining contractual life of options exercisable at June 30, 2014	3 years 0 days
Aggregate intrinsic value of options exercisable at June 30, 2014	24,921,000
Total intrinsic value of options exercised	2,000,000	12,200,000
Total cash received as a result of stock option exercises, net of taxes	2,800,000
Total unrecognized compensation cost related to unvested stock options	$ 4,800,000
Weighted average period of recognition for unrecognized compensation cost related to unvested stock options	2 years 0 days

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COMPUTATION OF EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands, except per share data)	2014		2013
Numerator:
Net income	$	28,672	$	26,953
Denominator:
Weighted average common shares-basic	41,619		42,692
Dilutive effect of employee equity incentive plans	847		958
Weighted average common shares-diluted	42,466		43,650
Basic earnings per common share	$	0.69	$	0.63
Diluted earnings per common share	$	0.68	$	0.62
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	547		292

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COMPUTATION OF EARNINGS PER COMMON SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Net income	$ 28,672	$ 26,953
Earnings Per Share, Basic and Diluted [Abstract]
Weighted average common shares-basic	41,619	42,692
Dilutive effect of employee equity incentive plans	847	958
Weighted average common shares-diluted	42,466	43,650
Basic earnings per common share	$ 0.69	$ 0.63
Diluted earnings per common share	$ 0.68	$ 0.62
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	547	292

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014		Mar. 31, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated unrealized gain (loss) on cash flow hedges (1)	$ (593)	[1]	$ (1,411)	[1]
Accumulated foreign currency translation adjustments	3,950		3,887
Accumulated unrealized gain on investments	220		162
Accumulated other comprehensive income	$ 3,577		$ 2,638

[1] Refer to Note 10, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of June 30, 2014 and March 31, 2014.

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

3 Months Ended

Jun. 30, 2014

Balance Sheet Related Disclosures [Abstract]

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	175,466		$	159,592
Provisions for returns	(6,760		)	(6,201		)
Provisions for promotions, rebates, and other	(17,617		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(324		)	(287		)
Accounts receivable, net	$	150,765		$	138,301

Inventory, net:

	June 30,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,406	$	28,071
Work in process	290		985
Finished goods	34,272		28,076
Inventory, net	$	60,968	$	57,132

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	26,400	$	32,280
Warranty obligation	8,207		7,965
Income taxes payable	4,635		3,092
Accrued other	22,247		23,514
Accrued liabilities	$	61,489	$	66,851

The Company's warranty obligation is included as a component of accrued liabilities in the condensed consolidated balance sheets. Changes in the warranty obligation during the three months ended June 30, 2014 and 2013 were as follows:

	Three Months Ended			Three Months Ended
(in thousands)	June 30, 2014			June 30, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	2,762			2,441
Deductions for warranty claims processed	(1,370		)	(1,367		)
Adjustments related to preexisting warranties	(1,150		)	(1,267		)
Warranty obligation at end of period	$	8,207		$	13,217

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REVENUE AND MAJOR CUSTOMERS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014 Customer	Jun. 30, 2013 Customer	Mar. 31, 2014 Customer
Revenue from External Customer [Line Items]
Net revenues	$ 216,662	$ 202,818
Number of major customers, ten percent or greater, net revenues	0	1
Number of major customers, ten percent or greater, net accounts receivable	0		0
Net revenues [Member] | Customer Concentration Risk [Member] | Ingram Micro [Member]
Revenue from External Customer [Line Items]
Concentration, net revenues		10.50%
US [Member]
Revenue from External Customer [Line Items]
Net revenues	124,467	121,318
Europe and Africa [Member]
Revenue from External Customer [Line Items]
Net revenues	51,262	44,385
Asia Pacific [Member]
Revenue from External Customer [Line Items]
Net revenues	26,969	23,880
Americas, excluding U.S. [Member]
Revenue from External Customer [Line Items]
Net revenues	13,964	13,235
Total international net revenues [Member]
Revenue from External Customer [Line Items]
Net revenues	92,195	81,500
Enterprise [Member]
Revenue from External Customer [Line Items]
Net revenues	152,354	151,183
Consumer [Member]
Revenue from External Customer [Line Items]
Net revenues	$ 64,308	$ 51,635

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014
Accounts receivable, net [Line Items]
Accounts receivable	$ 175,466		$ 159,592
Accounts receivable, net	150,765		138,301
Inventory, net [Abstract]
Raw materials	26,406		28,071
Work in process	290		985
Finished goods	34,272		28,076
Inventory, net	60,968		57,132
Accrued Liabilities [Abstract]
Employee compensation and benefits	26,400		32,280
Warranty obligation	8,207		7,965
Income taxes payable	4,635		3,092
Accrued other	22,247		23,514
Accrued liabilities	61,489		66,851
Changes in the Warranty Obligation [Roll Forward]
Warranty obligation at beginning of period	7,965	13,410
Warranty provision related to products shipped	2,762	2,441
Deductions for warranty claims processed	(1,370)	(1,367)
Adjustments related to preexisting warranties	(1,150)	(1,267)
Warranty obligation at end of period	8,207	13,217
Provisions for returns [Member]
Accounts receivable, net [Line Items]
Accounts Receivable Reserves	(6,760)		(6,201)
Provisions for promotions, rebates, and other [Member]
Accounts receivable, net [Line Items]
Accounts Receivable Reserves	(17,617)		(14,803)
Provisions for doubtful accounts and sales allowances [Member]
Accounts receivable, net [Line Items]
Accounts Receivable Reserves	$ (324)		$ (287)

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CASH, CASH EQUIVALENTS, AND INVESTMENTS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Mar. 31, 2013
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	$ 235,250	$ 232,704	$ 256,343	$ 228,776
Short-term investments (due in 1 year or less)	93,187	102,717
Long-term investments (due in 1 to 3 years)	108,784	100,342
Total cash, cash equivalents and investments measured at fair value, amortized cost	436,800	435,516
Total cash, cash equivalents and investments measured at fair value, gross unrealized gains	431	276
Total cash, cash equivalents and investments measured at fair value, gross unrealized losses	(10)	(29)
Total cash, cash equivalents and investments measured at fair value, fair value	437,221	435,763
Cash [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	230,752	232,704
Level 1 [Member] | Mutual Funds [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis	3,418	1,779
Available-for-sale Securities, gross unrealized gains	126	31
Available-for-sale Securities, gross unrealized losses	0	(3)
Available-for-sale Securities, fair value	3,544	1,807
Short-term investments (due in 1 year or less)	3,544	1,807
Long-term investments (due in 1 to 3 years)	0	0
Level 2 [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	4,498
Available-for-sale Securities, amortized cost basis	202,630	201,033
Available-for-sale Securities, gross unrealized gains	305	245
Available-for-sale Securities, gross unrealized losses	(10)	(26)
Available-for-sale Securities, fair value	202,925	201,252
Short-term investments (due in 1 year or less)	89,643	100,910
Long-term investments (due in 1 to 3 years)	108,784	100,342
Level 2 [Member] | Government Agency Securities [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis	51,329	53,976
Available-for-sale Securities, gross unrealized gains	48	43
Available-for-sale Securities, gross unrealized losses	(7)	(9)
Available-for-sale Securities, fair value	51,370	54,010
Short-term investments (due in 1 year or less)	5,812	21,325
Long-term investments (due in 1 to 3 years)	45,558	32,685
Level 2 [Member] | Commercial Paper [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	4,498
Available-for-sale Securities, amortized cost basis	55,762	47,766
Available-for-sale Securities, gross unrealized gains	12	7
Available-for-sale Securities, gross unrealized losses	0	0
Available-for-sale Securities, fair value	55,774	47,773
Short-term investments (due in 1 year or less)	51,276	47,773
Long-term investments (due in 1 to 3 years)	0	0
Level 2 [Member] | Corporate Bonds [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis	94,537	98,289
Available-for-sale Securities, gross unrealized gains	245	195
Available-for-sale Securities, gross unrealized losses	(3)	(17)
Available-for-sale Securities, fair value	94,779	98,467
Short-term investments (due in 1 year or less)	31,553	30,810
Long-term investments (due in 1 to 3 years)	63,226	67,657
Level 2 [Member] | Certificates of Deposits (CDs) [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis	1,002	1,002
Available-for-sale Securities, gross unrealized gains	0	0
Available-for-sale Securities, gross unrealized losses	0	0
Available-for-sale Securities, fair value	1,002	1,002
Short-term investments (due in 1 year or less)	1,002	1,002
Long-term investments (due in 1 to 3 years)	$ 0	$ 0

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SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) In Millions, except Per Share data, unless otherwise specified	0 Months Ended
	Jul. 29, 2014	Jul. 29, 2014	Jul. 24, 2014
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends declared date	Jul. 29, 2014
Cash dividend payable per share		$ 0.15
Dividend payable date	Sep. 10, 2014
Date of stockholders on record for dividends declared	Aug. 20, 2014
Litigation settlement payment, amount			$ 2.2

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)		1 Months Ended
	Jun. 30, 2014	Mar. 31, 2014 Aliph, Inc and AliphCom, Inc. [Member] installment
Gain Contingencies [Line Items]
Unconditional purchase obligations	$ 147,000,000
Litigation settlement payment, amount		8,000,000
Number of litigation payment installments		4
Litigation settlement, amount of each installment		$ 2,000,000

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CREDIT AGREEMENT (Details) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended
	Jan. 27, 2014	May 31, 2011	Jun. 30, 2014	Mar. 31, 2014	May 03, 2013
Line of Credit Facility [Line Items]
Initiation date of credit agreement		May 09, 2011
Latest amendment date of Credit Agreement	January 27, 2014
Credit facility expiration date			May 09, 2017
Unsecured revolving line of credit					$ 100,000,000
Amount of potential increase for commitment					100,000,000
Total facility size					200,000,000
Outstanding borrowings under line of credit			0	0
One month term			1 month
Three month term			3 months
Six month term			6 months
Commitment fee percentage			0.20%
Minimum required liquid funds			$ 200,000,000
Line Of Credit Facility Interest Rate Spread Below The Banks Announced Prime Rate [Member]
Line of Credit Facility [Line Items]
Spread for interest rate			1.50%
Line Of Credit Facility Interest Rate Spread Above A Daily One Month LIBOR Rate [Member]
Line of Credit Facility [Line Items]
Spread for interest rate			1.10%
Line Of Credit Facility Interest Rate Spread Above Adjusted LIBOR Rate For A Term Of One Three Or Six Months [Member]
Line of Credit Facility [Line Items]
Spread for interest rate			1.10%

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CASH, CASH EQUIVALENTS, AND INVESTMENTS

3 Months Ended

Jun. 30, 2014

CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract]

CASH, CASH EQUIVALENTS, AND INVESTMENTS

CASH, CASH EQUIVALENTS, AND INVESTMENTS

The following tables summarize the Company’s cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category recorded as cash and cash equivalents, short-term, or long-term investments as of June 30, 2014 and March 31, 2014 (in thousands):

June 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	230,752	$	—	$	—		$	230,752	$	230,752	$	—	$	—
Level 1:
Mutual Funds	3,418		126		—			3,544		—		3,544		—
Level 2:
Government Agency Securities	51,329		48		(7		)	51,370		—		5,812		45,558
Commercial Paper	55,762		12		—			55,774		4,498		51,276		—
Corporate Bonds	94,537		245		(3		)	94,779		—		31,553		63,226
Certificates of Deposits ("CDs")	1,002		—		—			1,002		—		1,002		—
Subtotal	202,630		305		(10		)	202,925		4,498		89,643		108,784
Total cash, cash equivalents and investments measured at fair value	$	436,800	$	431	$	(10	)	$	437,221	$	235,250	$	93,187	$	108,784

March 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	232,704	$	—	$	—		$	232,704	$	232,704	$	—	$	—
Level 1:
Mutual Funds	1,779		31		(3		)	1,807		—		1,807		—
Level 2:
Government Agency Securities	53,976		43		(9		)	54,010		—		21,325		32,685
Commercial Paper	47,766		7		—			47,773		—		47,773		—
Corporate Bonds	98,289		195		(17		)	98,467		—		30,810		67,657
CDs	1,002		—		—			1,002		—		1,002		—
Subtotal	201,033		245		(26		)	201,252		—		100,910		100,342
Total cash, cash equivalents and investments measured at fair value	$	435,516	$	276	$	(29	)	$	435,763	$	232,704	$	102,717	$	100,342

As of June 30, 2014 and March 31, 2014, all of the Company's investments are classified as available-for-sale securities. The carrying value of available-for-sale securities included in cash equivalents approximates fair value because of the short maturity of those instruments.

The Company did not incur any material realized or unrealized net gains or losses in the three months ended June 30, 2014 and 2013.

There were no transfers between fair value measurement levels during the three months ended June 30, 2014 and 2013.

All financial assets and liabilities are recognized or disclosed at fair value in the financial statements. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1

The Company's Level 1 financial assets consist of Mutual Funds. The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.

Level 2

The Company's Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, CDs, and derivative foreign currency contracts. The fair value of Level 2 investment securities is determined based on other observable inputs, including multiple non-binding quotes from independent pricing services. Non-binding quotes are based on proprietary valuation models that are prepared by the independent pricing services and use algorithms based on inputs such as observable market data, quoted market prices for similar securities, issuer spreads, and internal assumptions of the broker. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing services using a variety of techniques depending on the underlying instrument, including: (i) comparing them to actual experience gained from the purchases and maturities of investment securities, (ii) comparing them to internally developed cash flow models based on observable inputs, and (iii) monitoring changes in ratings of similar securities and the related impact on fair value. The fair value of Level 2 derivative foreign currency contracts is determined using pricing models that use observable market inputs.

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STOCK-BASED COMPENSATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ 4,516	$ 3,551
Cost of revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	535	535
Research, development, and engineering [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	1,751	1,368
Selling, general, and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	4,019	3,085
Stock-based compensation expense included in operating expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	5,770	4,453
Total stock-based compensation [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	6,305	4,988
Income tax benefit [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ (1,789)	$ (1,437)

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FOREIGN CURRENCY DERIVATIVES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Gain (Loss) Included in Accumulated Other Comprehensive Income [Roll Forward]
Gain (loss) included in AOCI as of beginning of period	$ (1,442)	$ 1,371
Amount of gain (loss) recognized in OCI (effective portion)	73	(1,663)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	216,662	202,818
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	(101,952)	(97,186)
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	(762)	254
Loss included in AOCI as of end of period	(607)	(546)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Gain (Loss) Included in Accumulated Other Comprehensive Income [Roll Forward]
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	(870)	(16)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	$ 108	$ 270

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014
Current assets:
Cash and cash equivalents	$ 235,250	$ 232,704
Short-term investments	93,187	102,717
Accounts receivable, net	150,765	138,301
Inventory, net	60,968	57,132
Deferred tax assets	11,507	11,776
Other current assets	13,949	13,657
Total current assets	565,626	556,287
Long-term investments	108,784	100,342
Property, plant, and equipment, net	137,046	134,402
Goodwill and purchased intangibles, net	16,115	16,165
Other assets	2,149	4,619
Total assets	829,720	811,815
Current liabilities:
Accounts payable	36,751	30,756
Accrued liabilities	61,489	66,851
Total current liabilities	98,240	97,607
Long-term income taxes payable	13,195	12,719
Other long-term liabilities	4,556	2,825
Total liabilities	115,991	113,151
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock	776	770
Additional paid-in capital	673,545	663,483
Accumulated other comprehensive income	3,577	2,638
Retained earnings	145,672	123,389
Total stockholders' equity before treasury stock	823,570	790,280
Less: Treasury stock, at cost	(109,841)	(91,616)
Total stockholders' equity	713,729	698,664
Total liabilities and stockholders' equity	$ 829,720	$ 811,815

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BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements ("financial statements") of Plantronics, Inc. ("Plantronics" or "the Company") have been prepared on a basis consistent with the Company's March 31, 2014 audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the information set forth herein.  Certain information and footnote disclosures normally included in financial statements prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial information and in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2014, which was filed with the SEC on May 16, 2014.  The results of operations for the interim period ended June 30, 2014 are not indicative of the results to be expected for the entire fiscal year or any future period.

The financial statements include the accounts of the Company and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to the last day of March.  The Company’s current fiscal year ends on March 28, 2015 and consists of 52 weeks. The Company's prior fiscal year ended on March 29, 2014 and also consisted of 52 weeks.  The Company’s results of operations for the three months ended June 28, 2014 and June 29, 2013 both contain 13 weeks. For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable calendar month end.

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STOCK-BASED COMPENSATION Valuation Assumptions (Details) (Stock Options [Member], USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	28.40%	34.00%
Risk-free interest rate	1.40%	0.60%
Expected dividend yield	1.40%	0.90%
Expected life (in years)	4 years 84 days	4 years 73 days
Weighted-average grant date fair value	$ 9.21	$ 11.86

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation Expense Included in Statements of Operations

The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:

	Three Months Ended June 30,
(in thousands)	2014			2013
Cost of revenues	$	535		$	535
Research, development and engineering	1,751			1,368
Selling, general and administrative	4,019			3,085
Stock-based compensation included in operating expenses	5,770			4,453
Total stock-based compensation	6,305			4,988
Income tax benefit	(1,789		)	(1,437		)
Total stock-based compensation, net of tax	$	4,516		$	3,551

Summary of Stock Option Activity

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2014:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2014	1,934		$	31.91
Options granted	154		$	42.66
Options exercised	(109	)	$	26.01
Options forfeited or expired	(40	)	$	39.83
Outstanding at June 30, 2014	1,939		$	32.93	3.9	$	28,994
Vested and expected to vest at June 30, 2014	1,901		$	32.75	3.8	$	28,764
Exercisable at June 30, 2014	1,390		$	29.96	3.0	$	24,921

Summary of Restricted Stock Activity

Restricted stock consists of awards of restricted stock and restricted stock units ("RSUs"). The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2014:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2014	1,172		$	39.52
Restricted stock granted	573		$	44.79
Restricted stock vested	(335	)	$	39.10
Restricted stock forfeited	(56	)	$	40.04
Non-vested at June 30, 2014	1,354		$	41.83

Valuation Assumptions

At the date of grant, the Company estimated the fair value of each stock option grant and purchase right granted under the ESPP using the following weighted average assumptions:

	Three Months Ended June 30,
Employee Stock Options	2014			2013
Expected volatility	28.4		%	34.0		%
Risk-free interest rate	1.4		%	0.6		%
Expected dividend yield	1.4		%	0.9		%
Expected life (in years)	4.2			4.2
Weighted-average grant date fair value	$	9.21		$	11.86

No purchase rights were granted under the ESPP during the three months ended June 30, 2014 or 2013.

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COMMON STOCK REPURCHASES (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Equity [Abstract]
Remaining shares authorized for repurchase under program	650,917
Shares repurchased	281,583	235,468
Total cost of shares repurchased	$ 12,400,000	$ 10,800,000
Average cost per share of shares repurchased	$ 44.17	$ 45.72
Value of shares withheld in satisfaction of employee tax withholding obligations	$ 5,787,000	$ 4,026,000

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FOREIGN CURRENCY DERIVATIVES (Tables)

3 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Outstanding Derivative Contracts

The gross fair value of our outstanding derivative contracts at the end of each period was as follows:

(in thousands)	June 30, 2014	March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	31.3	153.3
Cash flow hedges	803.1	973.4
Total Derivative Assets	834.4	1,126.7
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	193.6	79.7
Cash flow hedges	1,751.3	2,803.8
Total Derivative Liabilities	1,944.9	2,883.5

Notional Value of Outstanding Foreign Exchange Currency Contracts

The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. Dollar ("USD") equivalent at June 30, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	18,400	$	25,082	Sell EUR	1 month
GBP	£	4,000	$	6,505	Sell GBP	1 month
AUD	A$	7,500	$	7,046	Sell AUD	1 month

Effect of Non-Designated Derivative Contracts Recognized in Interest and Other Income, Net

The effect of non-designated derivative contracts on results of operations recognized in interest and other income, net in the condensed consolidated statements of operations was as follows:

	Three Months Ended June 30,
(in thousands)	2014		2013
Gain on foreign exchange contracts	$	14	$	74

Notional Value of Outstanding Cross-Currency Swaps

The following table summarizes the notional value of the Company’s outstanding MXN cross-currency swaps and approximate USD Equivalent at June 30, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	132,750	$	9,928	Buy MXN	Monthly over	6 months

Reclassification out of Accumulated Other Comprehensive Income

The following table presents the pre-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of income for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014			2013
Gain (loss) included in AOCI as of beginning of period	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	73			(1,663		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	(870		)	(16		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	108			270
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	(762		)	254
Loss included in AOCI as of end of period	$	(607	)	$	(546	)

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RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued additional guidance to clarify the principles used to recognize revenue for all entities. This guidance will be effective for the Company in the first quarter of its fiscal year ending March 31, 2018. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on its financial position, results of operations, or cash flows.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Net revenues	$ 216,662	$ 202,818
Cost of revenues	101,952	97,186
Gross profit	114,710	105,632
Operating expenses:
Research, development, and engineering	22,520	20,863
Selling, general, and administrative	56,429	48,097
Gain from litigation settlement	(2,000)	0
Restructuring and other related charges	0	723
Total operating expenses	76,949	69,683
Operating income	37,761	35,949
Interest and other income (expense), net	1,020	(486)
Income before income taxes	38,781	35,463
Income tax expense	10,109	8,510
Net income	$ 28,672	$ 26,953
Earnings per common share:
Basic	$ 0.69	$ 0.63
Diluted	$ 0.68	$ 0.62
Shares used in computing basic earnings per common share	41,619	42,692
Shares used in computing diluted earnings per common share	42,466	43,650
Cash dividends declared per common share	$ 0.15	$ 0.10

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COMPUTATION OF EARNINGS PER COMMON SHARE

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

COMPUTATION OF EARNINGS PER COMMON SHARE

COMPUTATION OF EARNINGS PER COMMON SHARE

The Company has a share-based compensation plan under which employees, non-employee directors, and consultants may be granted share-based awards, including shares of restricted stock on which non-forfeitable dividends are paid on unvested shares. As such, shares of restricted stock are considered participating securities under the two-class method of calculating earnings per share as described in the Earnings per Share Topic of the FASB ASC. The two-class method of calculating earnings per share did not have a material impact on the Company's earnings per share calculation for the three month periods ending June 30, 2014 or 2013.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands, except per share data)	2014		2013
Numerator:
Net income	$	28,672	$	26,953
Denominator:
Weighted average common shares-basic	41,619		42,692
Dilutive effect of employee equity incentive plans	847		958
Weighted average common shares-diluted	42,466		43,650
Basic earnings per common share	$	0.69	$	0.63
Diluted earnings per common share	$	0.68	$	0.62
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	547		292

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DOCUMENT AND ENTITY INFORMATION Document	3 Months Ended
	Jun. 30, 2014	Jul. 26, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	PLANTRONICS INC /CA/
Entity Central Index Key	0000914025
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		47,846,934
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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REVENUE AND MAJOR CUSTOMERS

3 Months Ended

Jun. 30, 2014

REVENUE AND MAJOR CUSTOMERS [Abstract]

REVENUE AND MAJOR CUSTOMERS

REVENUE AND MAJOR CUSTOMERS

The Company designs, manufactures, markets, and sells headsets for business and consumer applications, and other specialty products for the hearing impaired.  With respect to headsets, it makes products for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Beginning in the first quarter of fiscal year 2015, major product categories were revised to include “Enterprise” (formerly Office and Contact Center), which includes corded and cordless communication headsets, audio processors, and telephone systems; and “Consumer” (formerly Mobile, Gaming and Computer Audio, and Clarity), which includes Bluetooth and corded products for mobile phone applications, personal computer ("PC") and gaming headsets, and specialty products marketed for hearing impaired individuals. Prior period net revenues have been reclassified to conform to this presentation. 

The following table presents net revenues by product group for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	152,354	$	151,183
Consumer	64,308		51,635
Total net revenues	$	216,662	$	202,818

For reporting purposes, revenue is attributed to each geographic region based on the location of the customer. Other than the U.S., no country accounted for 10% or more of the Company's net revenues for the three months ended June 30, 2014 and 2013. The following table presents net revenues by geography:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
U.S.	$	124,467	$	121,318
Europe and Africa	51,262		44,385
Asia Pacific	26,969		23,880
Americas, excluding U.S.	13,964		13,235
Total international net revenues	92,195		81,500
Total net revenues	$	216,662	$	202,818

No customer accounted for more than 10% of net revenues for the three months ended June 30, 2014. One customer, Ingram Micro, accounted for 10.5% of net revenues for the three months ended June 30, 2013.

No customer accounted for more than 10% of net accounts receivable at June 30, 2014 and March 31, 2014, respectively.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 28,672	$ 26,953
Other comprehensive income (loss):
Foreign currency translation adjustments	63	(352)
Unrealized gains (losses) on cash flow hedges:
Unrealized cash flow hedge gains (losses) arising during the period	73	(1,663)
Net losses reclassified into income for revenue hedges	870	16
Net gains reclassified into income for cost of revenue hedges	(108)	(270)
Net unrealized gains (losses) on cash flow hedges	835	(1,917)
Unrealized holding gains (losses) during the period	77	(214)
Aggregate income tax benefit (expense) of the above items	(36)	97
Other comprehensive (income) loss	939	(2,386)
Comprehensive income	$ 29,611	$ 24,567

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STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The Company recognizes the grant-date fair value of stock-based compensation as compensation expense using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest. The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:

	Three Months Ended June 30,
(in thousands)	2014			2013
Cost of revenues	$	535		$	535
Research, development and engineering	1,751			1,368
Selling, general and administrative	4,019			3,085
Stock-based compensation included in operating expenses	5,770			4,453
Total stock-based compensation	6,305			4,988
Income tax benefit	(1,789		)	(1,437		)
Total stock-based compensation, net of tax	$	4,516		$	3,551

Stock Options

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2014:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2014	1,934		$	31.91
Options granted	154		$	42.66
Options exercised	(109	)	$	26.01
Options forfeited or expired	(40	)	$	39.83
Outstanding at June 30, 2014	1,939		$	32.93	3.9	$	28,994
Vested and expected to vest at June 30, 2014	1,901		$	32.75	3.8	$	28,764
Exercisable at June 30, 2014	1,390		$	29.96	3.0	$	24,921

The total intrinsic value of options exercised during the three months ended June 30, 2014 and 2013 was $2.0 million and $12.2 million, respectively.  Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise. The total cash received as a result of stock option exercises during the three months ended June 30, 2014 was $2.8 million, net of taxes.

As of June 30, 2014, total unrecognized compensation cost related to unvested stock options was $4.8 million, which is expected to be recognized over a weighted average period of 2.0 years.

Restricted Stock

Restricted stock consists of awards of restricted stock and restricted stock units ("RSUs"). The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2014:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2014	1,172		$	39.52
Restricted stock granted	573		$	44.79
Restricted stock vested	(335	)	$	39.10
Restricted stock forfeited	(56	)	$	40.04
Non-vested at June 30, 2014	1,354		$	41.83

The weighted average grant-date fair value of awards of restricted stock is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair value of restricted stock granted during the three months ended June 30, 2014 and 2013 was $44.79 and $46.11, respectively. The total fair value of restricted stock that vested during the three months ended June 30, 2014 and 2013 was $13.1 million and $7.3 million, respectively.

As of June 30, 2014, total unrecognized compensation cost related to unvested restricted stock was $46.3 million, which is expected to be recognized over a weighted average period of 2.3 years.  

Valuation Assumptions

The Company estimates the fair value of stock options and Employee Stock Purchase Plan (“ESPP”) shares using a Black-Scholes option valuation model.  At the date of grant, the Company estimated the fair value of each stock option grant and purchase right granted under the ESPP using the following weighted average assumptions:

	Three Months Ended June 30,
Employee Stock Options	2014			2013
Expected volatility	28.4		%	34.0		%
Risk-free interest rate	1.4		%	0.6		%
Expected dividend yield	1.4		%	0.9		%
Expected life (in years)	4.2			4.2
Weighted-average grant date fair value	$	9.21		$	11.86

No purchase rights were granted under the ESPP during the three months ended June 30, 2014 or 2013.

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CREDIT AGREEMENT

3 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

CREDIT AGREEMENT

CREDIT AGREEMENT

On May 9, 2011, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), which was most recently amended on January 27, 2014 to extend its term to May 9, 2017 (as amended, "the Credit Agreement"). The Credit Agreement provides for a $100.0 million unsecured revolving line of credit ("line of credit") and, if requested by the Company, the Bank may increase its commitment thereunder by up to $100.0 million, for a total facility size of up to $200.0 million. As of June 30, 2014 and March 31, 2014, the Company had no outstanding borrowings under the line of credit.

Loans under the Credit Agreement bear interest at the election of the Company (i) at the Bank's announced prime rate less 1.50% per annum, (ii) at a daily one month LIBOR rate plus 1.10% per annum or (iii) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. Interest on the loans is payable quarterly in arrears. In addition, the Company pays a fee equal to 0.20% per annum on the average daily unused amount of the line of credit, which is payable quarterly in arrears.

The principal, together with accrued and unpaid interest, is due on the amended maturity date, May 9, 2017. The Company may prepay the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain costs in the case of LIBOR loans.

The Company's obligations under the Credit Agreement are guaranteed by the Company's domestic subsidiaries, subject to certain exceptions.

The line of credit requires the Company to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case, at each fiscal quarter end and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents, and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200.0 million.

The line of credit contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The line of credit also contains negative covenants, among other things, limiting, subject to certain monetary thresholds, the ability of the Company to incur debt, make capital expenditures, grant liens, make acquisitions, and make investments. The events of default under the line of credit include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults, and bankruptcy and insolvency events involving the Company or any of its subsidiaries. The Company was in compliance with all covenants at June 30, 2014.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

3 Months Ended

Jun. 30, 2014

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income ("AOCI"), net of immaterial tax effects, are as follows:

(in thousands)	June 30, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	(593	)	$	(1,411	)
Accumulated foreign currency translation adjustments	3,950			3,887
Accumulated unrealized gain on investments	220			162
Accumulated other comprehensive income	$	3,577		$	2,638

⁽¹⁾Refer to Note 10, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of June 30, 2014 and March 31, 2014.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On July 29, 2014, the Company announced that the Audit Committee had declared and approved the payment of a dividend of $0.15 per share on September 10, 2014 to holders of record on August 20, 2014.

On July 24, 2014, the Company resolved an insurance coverage dispute with one of its insurance carriers.  Under the terms of the agreement, the Company will receive $2.2 million, which it will recognize within operating income in the second quarter of its fiscal year 2015.

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FOREIGN CURRENCY DERIVATIVES

3 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FOREIGN CURRENCY DERIVATIVES

FOREIGN CURRENCY DERIVATIVES

The Company's foreign currency derivatives consist primarily of foreign currency forward exchange contracts, option contracts, and cross-currency swaps.  The derivatives expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the derivative instrument.  The Company's maximum exposure to loss that it would incur due to credit risk if parties to derivative contracts failed completely to perform according to the terms of the contracts was equal to the carrying value of the Company's derivative assets as of June 30, 2014.  The Company seeks to mitigate such risk by limiting its counterparties to large financial institutions.  In addition, the Company monitors the potential risk of loss with any one counterparty resulting from this type of credit risk on an ongoing basis.

The Company enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow each counterparty to net settle amounts owed between Plantronics and the counterparty as a result of multiple, separate derivative transactions. As of June 30, 2014, the Company has International Swaps and Derivatives Association (ISDA) agreements with three applicable banks and financial institutions which contain netting provisions. Plantronics has elected to present the fair value of derivative assets and liabilities within the Company's consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period. Derivatives not subject to master netting agreements are not eligible for net presentation. As of June 30, 2014 and March 31, 2014, no cash collateral had been received or pledged related to these derivative instruments.

The gross fair value of our outstanding derivative contracts at the end of each period was as follows:

(in thousands)	June 30, 2014	March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	31.3	153.3
Cash flow hedges	803.1	973.4
Total Derivative Assets	834.4	1,126.7
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	193.6	79.7
Cash flow hedges	1,751.3	2,803.8
Total Derivative Liabilities	1,944.9	2,883.5

Non-Designated Hedges

As of June 30, 2014, the Company had foreign currency forward contracts denominated in Euros ("EUR"), British Pound Sterling ("GBP"), and Australian Dollars ("AUD").  The Company does not elect to obtain hedge accounting for these forward contracts. These forward contracts hedge against a portion of the Company’s foreign currency-denominated cash balances, receivables, and payables. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. Dollar ("USD") equivalent at June 30, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	18,400	$	25,082	Sell EUR	1 month
GBP	£	4,000	$	6,505	Sell GBP	1 month
AUD	A$	7,500	$	7,046	Sell AUD	1 month

Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of non-designated derivative contracts on results of operations recognized in interest and other income, net in the condensed consolidated statements of operations was as follows:

	Three Months Ended June 30,
(in thousands)	2014		2013
Gain on foreign exchange contracts	$	14	$	74

Cash Flow Hedges

On a monthly basis, the Company enters into option contracts with a one-year term.  The Company hedges a portion of the forecasted EUR and GBP denominated revenues with costless collars. The Company does not purchase options for trading purposes.  As of June 30, 2014, the Company had foreign currency option contracts of approximately €56.5 million and £25.0 million.  As of March 31, 2014, the Company had foreign currency option contracts of approximately €55.7 million and £23.9 million.

The Company hedges a portion of the forecasted Mexican Peso (“MXN”) denominated expenditures with a cross-currency swap.  As of June 30, 2014 and March 31, 2014, the Company had foreign currency swap contracts of approximately MXN132.8 million and MXN204.6 million, respectively. The following table summarizes the notional value of the Company’s outstanding MXN cross-currency swaps and approximate USD Equivalent at June 30, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	132,750	$	9,928	Buy MXN	Monthly over	6 months

Effect of Designated Derivative Contracts on AOCI and Condensed Consolidated Statements of Operations

The following table presents the pre-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of income for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014			2013
Gain (loss) included in AOCI as of beginning of period	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	73			(1,663		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	(870		)	(16		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	108			270
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	(762		)	254
Loss included in AOCI as of end of period	$	(607	)	$	(546	)

The Company will reclassify all amounts accumulated in other comprehensive income into earnings within the next twelve months. The Company recognized an immaterial loss in the consolidated statement operations on the ineffective portion of the cash flow hedges reported in interest and other income, net during the three months ended June 30, 2014. There was no ineffective portion of hedges designated as cash flow hedging instruments during the three months ended June 30, 2013.

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COMMON STOCK REPURCHASES

3 Months Ended

Jun. 30, 2014

Equity [Abstract]

COMMON STOCK REPURCHASES

COMMON STOCK REPURCHASES

From time to time, the Company's Board of Directors (the "Board") has authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury stock until they are retired or re-issued. Repurchases by the Company pursuant to Board-authorized programs during the three months ended June 30, 2014 and 2013 are discussed below. As of June 30, 2014, there remained 650,917 shares authorized for repurchase under the program approved by the Board on February 20, 2014 and there were no remaining shares authorized under previously approved programs.

Open Market Repurchases

In the three months ended June 30, 2014 and 2013, the Company repurchased 281,583 shares and 235,468 shares, respectively, of its common stock in the open market for a total cost of $12.4 million and $10.8 million, respectively, and at an average price per share of $44.17 and $45.72, respectively.

In addition, the Company withheld shares valued at $5.8 million and $4.0 million in the three months ended June 30, 2014, and 2013, respectively, in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's condensed consolidated statements of cash flows. These share withholdings have the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued in connection with the vesting of shares subject to the restricted stock grants and did not represent an expense to the Company.

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ACCUMULATED OTHER COMPREHENSIVE INCOME

3 Months Ended

Jun. 30, 2014

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income ("AOCI"), net of immaterial tax effects, are as follows:

(in thousands)	June 30, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	(593	)	$	(1,411	)
Accumulated foreign currency translation adjustments	3,950			3,887
Accumulated unrealized gain on investments	220			162
Accumulated other comprehensive income	$	3,577		$	2,638

⁽¹⁾Refer to Note 10, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of June 30, 2014 and March 31, 2014.

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INCOME TAXES

3 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company and its subsidiaries are subject to taxation in the U.S. and in various foreign and state jurisdictions. The effective tax rate for the three months ended June 30, 2014 was 26.1% compared to 24.0% for the same period in the prior year. The effective tax rates differ from the statutory rate due primarily to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes, and other factors.

Included in long-term income taxes payable in the condensed consolidated balance sheets as of June 30, 2014 and March 31, 2014 were unrecognized tax benefits of $13.0 million and $12.6 million, respectively, which would favorably impact the effective tax rate in future periods if recognized.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense in the condensed consolidated statements of operations.  The accrued interest related to unrecognized tax benefits is $1.8 million as of June 30, 2014 as compared to $1.7 million as of March 31, 2014.  No penalties have been accrued.

The Company is currently under examination by the Internal Revenue Service for its 2010 tax year. The California Franchise Tax Board completed its examination of the Company's 2007 and 2008 tax years. The Company received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except in the United Kingdom where tax matters have been concluded for tax years prior to fiscal year 2013.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with the Company's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. The timing of any resolution and/or closure of tax examinations is not certain.

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STOCK-BASED COMPENSATION Restricted Stock Activity (Details) (Restricted Stock [Member], USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested Restricted Stock at March 31, 2013	1,172
Restricted stock granted	573
Restricted stock vested	(335)
Restricted stock forfeited	(56)
Non-vested Restricted Stock at December 31, 2013	1,354
Weighted Average Grant Date Fair Value of Non-Vested Restricted Stock, March 31, 2014	$ 39.52
Weighted average grant date fair value of restricted stock granted	$ 44.79	$ 46.11
Weighted average grant date fair value of restricted stock vested	$ 39.10
Weighted average grant date fair value of restricted stock forfeited	$ 40.04
Weighted Average Grant Date Fair Value of Non-Vested Restricted Stock, June 30, 2014	$ 41.83
Restricted Stock Awards Vested in Period, Total Fair Value	$ 13.1	$ 7.3
Non-vested restricted stock awards, total unrecognized compensation cost	$ 46.3
Weighted average number of years over which compensation cost related to non-vested restricted stock awards will be recognized	2 years 110 days

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS (Tables)

3 Months Ended

Jun. 30, 2014

Balance Sheet Related Disclosures [Abstract]

Accounts receivable, net

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	175,466		$	159,592
Provisions for returns	(6,760		)	(6,201		)
Provisions for promotions, rebates, and other	(17,617		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(324		)	(287		)
Accounts receivable, net	$	150,765		$	138,301

Inventory, net

Inventory, net:

	June 30,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,406	$	28,071
Work in process	290		985
Finished goods	34,272		28,076
Inventory, net	$	60,968	$	57,132

Accrued liabilities

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	26,400	$	32,280
Warranty obligation	8,207		7,965
Income taxes payable	4,635		3,092
Accrued other	22,247		23,514
Accrued liabilities	$	61,489	$	66,851

Changes in the warranty obligation

Changes in the warranty obligation during the three months ended June 30, 2014 and 2013 were as follows:

	Three Months Ended			Three Months Ended
(in thousands)	June 30, 2014			June 30, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	2,762			2,441
Deductions for warranty claims processed	(1,370		)	(1,367		)
Adjustments related to preexisting warranties	(1,150		)	(1,267		)
Warranty obligation at end of period	$	8,207		$	13,217

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REVENUE AND MAJOR CUSTOMERS (Tables)

3 Months Ended

Jun. 30, 2014

REVENUE AND MAJOR CUSTOMERS [Abstract]

Net Revenues by Product Group

The following table presents net revenues by product group for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	152,354	$	151,183
Consumer	64,308		51,635
Total net revenues	$	216,662	$	202,818

Net Revenues by Geography

The following table presents net revenues by geography:

	Three Months Ended June 30,
(in thousands)	2014		2013
Net revenues from unaffiliated customers:
U.S.	$	124,467	$	121,318
Europe and Africa	51,262		44,385
Asia Pacific	26,969		23,880
Americas, excluding U.S.	13,964		13,235
Total international net revenues	92,195		81,500
Total net revenues	$	216,662	$	202,818

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INCOME TAXES (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	26.06689%	23.99684%
Unrecognized tax benefits	$ 13,000,000		$ 12,600,000
Accrued interest related to unrecognized tax benefits	1,800,000		1,700,000
Accrued penalties	$ 0		$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 28,672	$ 26,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,624	4,108
Stock-based compensation	6,305	4,988
Provision for excess and obsolete inventories	379	1,783
Deferred income taxes	2,715	5,703
Excess tax benefit from stock-based compensation	(992)	(3,573)
Other operating activities	581	1,065
Changes in assets and liabilities:
Accounts receivable, net	(12,631)	5,916
Inventory, net	(3,983)	228
Current and other assets	(970)	703
Accounts payable	5,995	(4,340)
Accrued liabilities	(4,520)	(7,277)
Income taxes	3,363	(2,117)
Cash provided by operating activities	29,538	34,140
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of investments	5,014	30,815
Proceeds from maturities of investments	50,900	35,200
Purchase of investments	(54,867)	(57,121)
Capital expenditures	(7,312)	(13,014)
Cash used for investing activities	(6,265)	(4,120)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(12,438)	(10,766)
Proceeds from issuances under stock-based compensation plans	2,832	13,163
Employees' tax withheld and paid for restricted stock and restricted stock units	(5,787)	(4,026)
Payment of cash dividends	(6,389)	(4,368)
Excess tax benefit from stock-based compensation	992	3,573
Cash used for financing activities	(20,790)	(2,424)
Effect of exchange rate changes on cash and cash equivalents	63	(29)
Net increase in cash and cash equivalents	2,546	27,567
Cash and cash equivalents at beginning of period	232,704	228,776
Cash and cash equivalents at end of period	$ 235,250	$ 256,343

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Unconditional Purchase Obligations

The Company purchases services and components from a variety of suppliers and manufacturers. During the normal course of business and to manage manufacturing operations and general and administrative activities, the Company may enter into firm, non-cancelable, and unconditional purchase obligations for which amounts are not recorded in the consolidated balance sheets.  As of June 30, 2014, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $147.0 million.

Other Guarantees and Obligations

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of agreements or representations and warranties made by the Company, services to be provided by the Company, intellectual property infringement claims made by third parties or, with respect to the sale of assets of a subsidiary, matters related to the Company's conduct of business and tax matters prior to the sale. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various triggering events relating to the sale and use of its products and services.  In addition, the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liability, or environmental obligations.  In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers of the Company. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and it has not accrued any liabilities related to such indemnification obligations in the condensed consolidated financial statements.

Claims and Litigation

On October 12, 2012, GN Netcom, Inc. ("GN") sued Plantronics, Inc. in the U.S. District Court for the District of Delaware, alleging violations of the Sherman Act, the Clayton Act, and Delaware common law. In its complaint, GN specifically alleges four causes of action: monopolization, attempted monopolization, concerted action in restraint of trade, and tortious interference with business relations. GN claims that the Company dominates the market for headsets sold into contact centers in the United States and that a critical channel for sales of headsets to contact centers is through a limited network of specialized independent distributors (“SIDs”). GN asserts that the Company attracts SIDs through exclusive distributor agreements and alleges that the use of these agreements is illegal. The Company denies each of the allegations in the complaint and is vigorously defending itself. Given the preliminary nature of the case, the Company is unable to estimate an amount or range of any reasonably possible losses resulting from these allegations.

In March 2014, the Company settled pending patent litigation with Aliph, Inc. and AliphCom, Inc. (collectively, “Aliph”).  As part of this settlement, the Company granted to Aliph a non-exclusive, non-transferable license under the licensed patent and released Aliph from all claims in exchange for a settlement payment of $8 million, payable in four equal installments of $2 million each, commencing in May 2014 and ending in January 2015.  The Company will recognize the gain upon receipt of the settlement proceeds, net of immaterial legal contingency fees, within operating income.

In addition, the Company is involved in various legal proceedings arising in the normal course of conducting business. For such legal proceedings, where applicable, the Company has accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to the Company's financial condition, results of operations, or cash flows. With respect to proceedings for which no accrual has been made, the Company is not able to estimate an amount or range of any reasonably possible additional losses because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the variable treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings. However, based upon the Company's historical experience, the resolution of these proceedings is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.

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BASIS OF PRESENTATION (Details)	3 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014	Mar. 31, 2015 Forecast [Member]
Duration of fiscal year	91 days	91 days	364 days	364 days

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FOREIGN CURRENCY DERIVATIVES (Details)	3 Months Ended					3 Months Ended
	Jun. 30, 2014 Foreign Exchange Option [Member]	Jun. 30, 2014 Foreign exchange option, EURO [Member] EUR (€)	Mar. 31, 2014 Foreign exchange option, EURO [Member] EUR (€)	Jun. 30, 2014 Foreign exchange option, GBP [Member] GBP (£)	Mar. 31, 2014 Foreign exchange option, GBP [Member] GBP (£)	Jun. 30, 2014 Foreign Exchange Forward, EURO [Member] USD ($)	Jun. 30, 2014 Foreign Exchange Forward, EURO [Member] EUR (€)	Jun. 30, 2014 Foreign Exchange Forward, GBP [Member] USD ($)	Jun. 30, 2014 Foreign Exchange Forward, GBP [Member] GBP (£)	Jun. 30, 2014 Foreign Exchange Forward, AUD [Member] USD ($)	Jun. 30, 2014 Foreign Exchange Forward, AUD [Member] AUD	Jun. 30, 2014 Foreign currency swap contract [Member] USD ($)	Jun. 30, 2014 Foreign currency swap contract [Member] MXN	Mar. 31, 2014 Foreign currency swap contract [Member] MXN	Jun. 30, 2014 Other current assets [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] USD ($)	Jun. 30, 2014 Other current assets [Member] Non-designated hedges [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] Non-designated hedges [Member] USD ($)	Jun. 30, 2014 Other current assets [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)	Jun. 30, 2014 Other accrued liabilities [Member] USD ($)	Mar. 31, 2014 Other accrued liabilities [Member] USD ($)	Jun. 30, 2014 Other accrued liabilities [Member] Non-designated hedges [Member] USD ($)	Mar. 31, 2014 Other accrued liabilities [Member] Non-designated hedges [Member] USD ($)	Jun. 30, 2014 Other accrued liabilities [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)	Mar. 31, 2014 Other accrued liabilities [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)
Derivative [Line Items]
Derivative assets															$ 834,400	$ 1,126,700	$ 31,300	$ 153,300	$ 803,100	$ 973,400
Derivative liabilities																					1,944,900	2,883,500	193,600	79,700	1,751,300	2,803,800
Derivative terms	1 year
Notional amount of contracts		€ 56,500,000	€ 55,700,000	£ 25,000,000	£ 23,900,000	$ 25,082,000	€ 18,400,000	$ 6,505,000	£ 4,000,000	$ 7,046,000	7,500,000	$ 9,928,000	132,750,000	204,600,000
Position						Sell EUR	Sell EUR	Sell GBP	Sell GBP	Sell AUD	Sell AUD
Maturity						1 month	1 month	1 month	1 month	1 month	1 month	6 months	6 months
Position												Buy MXN	Buy MXN

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CASH, CASH EQUIVALENTS, AND INVESTMENTS (Tables)

3 Months Ended

Jun. 30, 2014

CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract]

Cash, Cash Equivalents, and Investments

The following tables summarize the Company’s cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category recorded as cash and cash equivalents, short-term, or long-term investments as of June 30, 2014 and March 31, 2014 (in thousands):

June 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	230,752	$	—	$	—		$	230,752	$	230,752	$	—	$	—
Level 1:
Mutual Funds	3,418		126		—			3,544		—		3,544		—
Level 2:
Government Agency Securities	51,329		48		(7		)	51,370		—		5,812		45,558
Commercial Paper	55,762		12		—			55,774		4,498		51,276		—
Corporate Bonds	94,537		245		(3		)	94,779		—		31,553		63,226
Certificates of Deposits ("CDs")	1,002		—		—			1,002		—		1,002		—
Subtotal	202,630		305		(10		)	202,925		4,498		89,643		108,784
Total cash, cash equivalents and investments measured at fair value	$	436,800	$	431	$	(10	)	$	437,221	$	235,250	$	93,187	$	108,784

March 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash & Cash Equivalents		Short-term investments (due in 1 year or less)		Long-term investments (due in 1 to 3 years)
Cash	$	232,704	$	—	$	—		$	232,704	$	232,704	$	—	$	—
Level 1:
Mutual Funds	1,779		31		(3		)	1,807		—		1,807		—
Level 2:
Government Agency Securities	53,976		43		(9		)	54,010		—		21,325		32,685
Commercial Paper	47,766		7		—			47,773		—		47,773		—
Corporate Bonds	98,289		195		(17		)	98,467		—		30,810		67,657
CDs	1,002		—		—			1,002		—		1,002		—
Subtotal	201,033		245		(26		)	201,252		—		100,910		100,342
Total cash, cash equivalents and investments measured at fair value	$	435,516	$	276	$	(29	)	$	435,763	$	232,704	$	102,717	$	100,342