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 December 27, 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 February 3, 2015, 42,997,860 shares of the registrant's common stock were outstanding.

1

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 December 31, 2014 and March 31, 2014	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2014 and 2013	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended December 31, 2014 and 2013	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 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	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6. Exhibits	30
SIGNATURES	31

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.

2

Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

PLANTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

	December 31, 2014			March 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	280,350		$	232,704
Short-term investments	90,647			102,717
Accounts receivable, net	157,322			138,301
Inventory, net	57,724			57,132
Deferred tax assets	11,349			11,776
Other current assets	25,597			13,657
Total current assets	622,989			556,287
Long-term investments	112,796			100,342
Property, plant, and equipment, net	139,292			134,402
Goodwill and purchased intangibles, net	16,140			16,165
Other assets	3,173			4,619
Total assets	$	894,390		$	811,815
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	33,151		$	30,756
Accrued liabilities	65,598			66,851
Total current liabilities	98,749			97,607
Long-term income taxes payable	13,814			12,719
Other long-term liabilities	5,662			2,825
Total liabilities	$	118,225		$	113,151
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock	782			770
Additional paid-in capital	704,403			663,483
Accumulated other comprehensive income	5,924			2,638
Retained earnings	190,569			123,389
Total stockholders' equity before treasury stock	901,678			790,280
Less:  Treasury stock, at cost	(125,513		)	(91,616		)
Total stockholders' equity	776,165			698,664
Total liabilities and stockholders' equity	894,390			$	811,815

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

3

PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended   December 31,					Nine Months Ended   December 31,
	2014			2013		2014			2013
Net revenues	$	231,781		$	212,739	$	664,248		$	609,537
Cost of revenues	111,865			102,412		311,795			293,964
Gross profit	119,916			110,327		352,453			315,573
Operating expenses:
Research, development, and engineering	22,991			21,018		69,280			62,328
Selling, general, and administrative	57,977			51,467		174,756			148,071
Gain from litigation settlements	(1,666		)	—		(7,816		)	—
Restructuring and other related charges	—			—		—			547
Total operating expenses	79,302			72,485		236,220			210,946
Operating income	40,614			37,842		116,233			104,627
Interest and other income (expense), net	(2,018		)	186		(1,683		)	59
Income before income taxes	38,596			38,028		114,550			104,686
Income tax expense	8,212			3,645		28,073			20,212
Net income	$	30,384		$	34,383	$	86,477		$	84,474
Earnings per common share:
Basic	$	0.73		$	0.81	$	2.07		$	1.98
Diluted	$	0.71		$	0.80	$	2.03		$	1.94
Shares used in computing earnings per common share:
Basic	41,901			42,441		41,780			42,647
Diluted	42,700			43,228		42,674			43,554
Cash dividends declared per common share	$	0.15		$	0.10	$	0.45		$	0.30

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

4

PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2014			2013			2014			2013
Net income	$	30,384		$	34,383		$	86,477		$	84,474
Other comprehensive income (loss):
Foreign currency translation adjustments	54			(73		)	128			(114		)
Unrealized gains (losses) on cash flow hedges:
Unrealized cash flow hedge gains (losses) arising during the period	508			(222		)	3,604			(3,868		)
Net (gains) losses reclassified into income for revenue hedges	(1,220		)	116			(61		)	262
Net (gains) losses reclassified into income for cost of revenue hedges	63			64			(149		)	(180		)
Net unrealized gains (losses) on cash flow hedges	(649		)	(42		)	3,394			(3,786		)
Unrealized gains (losses) on investments:
Unrealized holding gains (losses) during the period	(258		)	(2		)	(223		)	5
Aggregate income tax benefit (expense) of the above items	66			$	2		(13		)	$	74
Other comprehensive income (loss)	(787		)	$	(115	)	3,286			$	(3,821	)
Comprehensive income	$	29,597		$	34,268		$	89,763		$	80,653

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

5

PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	December 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	86,477		$	84,474
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,975			11,671
Stock-based compensation	21,122			16,996
Provision for excess and obsolete inventories	992			4,419
Deferred income taxes	1,654			530
Excess tax benefit from stock-based compensation	(2,988		)	(4,434		)
Other operating activities	484			1,345
Changes in assets and liabilities, net of effect of acquisition:
Accounts receivable, net	(18,479		)	(6,539		)
Inventory, net	(920		)	(3,135		)
Current and other assets	(4,680		)	826
Accounts payable	2,395			(10,339		)
Accrued liabilities	3,464			1,388
Income taxes	(3,120		)	(5,080		)
Cash provided by operating activities	100,376			92,122
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of investments	72,564			89,682
Proceeds from maturities of investments	102,175			95,210
Purchase of investments	(172,757		)	(181,836		)
Acquisition, net of cash acquired	(150		)	—
Capital expenditures	(19,214		)	(37,657		)
Cash used for investing activities	(17,382		)	(34,601		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(27,443		)	(56,754		)
Proceeds from issuances under stock-based compensation plans	17,821			19,599
Employees' tax withheld and paid for restricted stock and restricted stock units	(7,306		)	(6,014		)
Payment of cash dividends	(19,296		)	(13,105		)
Excess tax benefit from stock-based compensation	2,988			4,434
Cash used for financing activities	(33,236		)	(51,840		)
Effect of exchange rate changes on cash and cash equivalents	(2,112		)	1,077
Net increase in cash and cash equivalents	47,646			6,758
Cash and cash equivalents at beginning of period	232,704			228,776
Cash and cash equivalents at end of period	$	280,350		$	235,534

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

6

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 December 31, 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 and nine months ended December 27, 2014 and December 28, 2013 both contain 13 and 39 weeks, respectively. 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, and 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 December 31, 2014 and March 31, 2014 (in thousands):

December 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	$	275,851	$	—	$	—		$	275,851	$	275,851	$	—	$	—
Level 1:
Mutual Funds	4,757		121		(75		)	4,803		—		4,803		—
Level 2:
Government Agency Securities	85,139		14		(67		)	85,086		—		32,235		52,851
Commercial Paper	18,589		3		—			18,592		4,499		14,093		—
Corporate Bonds	99,414		104		(57		)	99,461		—		39,516		59,945
Subtotal	203,142		121		(124		)	203,139		4,499		85,844		112,796
Total cash, cash equivalents and investments measured at fair value	$	483,750	$	242	$	(199	)	$	483,793	$	280,350	$	90,647	$	112,796

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 December 31, 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 gains or losses in the three and nine months ended December 31, 2014 and 2013.

There were no transfers between fair value measurement levels during the three and nine months ended December 31, 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, 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. For more information regarding the Company's derivative assets and liabilities, refer to Note 10, Foreign Currency Derivatives, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.

4. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	December 31,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	182,103		$	159,592
Provisions for returns	(7,623		)	(6,201		)
Provisions for promotions, rebates, and other	(15,934		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(1,224		)	(287		)
Accounts receivable, net	$	157,322		$	138,301

Inventory, net:

	December 31,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,385	$	28,071
Work in process	1,609		985
Finished goods	29,730		28,076
Inventory, net	$	57,724	$	57,132

Accrued Liabilities:

	December 31,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	33,844	$	32,280
Warranty obligation	8,324		7,965
Income taxes payable	—		3,092
Accrued other	23,430		23,514
Accrued liabilities	$	65,598	$	66,851

9

The Company's warranty obligation is included as a component of accrued liabilities on the condensed consolidated balance sheets. Changes in the warranty obligation during the nine months ended December 31, 2014 and 2013 were as follows:

	Nine Months Ended			Nine Months Ended
(in thousands)	December 31, 2014			December 31, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	7,880			7,234
Deductions for warranty claims processed	(6,960		)	(7,272		)
Adjustments related to preexisting warranties	(561		)	(5,409		)	(1	)
Warranty obligation at end of period	$	8,324		$	7,963

⁽¹⁾During the third quarter of fiscal 2014, the Company identified an immaterial out of period error related to its estimated warranty obligation. The Company recorded a $5.0 million correction in the quarter ended December 31, 2013 which decreased its cost of revenues by approximately $2.4 million and increased net income by approximately $2.1 million.

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 on the consolidated balance sheets.  As of December 31, 2014, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $132.4 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 agreements due to the limited history of prior claims and the unique facts and circumstances involved in each particular claim. Such indemnification obligations 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 United States ("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 U.S. 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 $8.0 million, payable in four equal installments of $2.0 million, 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 July 2014, the Company resolved an insurance coverage dispute with one of its insurance carriers.  Under the terms of the agreement, the Company received $2.2 million, which was recognized within operating income in the second quarter of its fiscal year 2015.

In addition to the specific matters discussed above, 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 22, 2015 to extend its term to May 9, 2018 (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 December 31, 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 of May 9, 2018. 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 December 31, 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   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Cost of revenues	$	685		$	686		$	1,888		$	1,859
Research, development and engineering	2,068			1,688			5,934			4,708
Selling, general and administrative	4,677			3,669			13,300			10,429
Stock-based compensation included in operating expenses	6,745			5,357			19,234			15,137
Total stock-based compensation	7,430			6,043			21,122			16,996
Income tax benefit	(2,188		)	(1,788		)	(6,216		)	(5,063		)
Total stock-based compensation, net of tax	$	5,242		$	4,255		$	14,906		$	11,933

Stock Options

The following is a summary of the Company’s stock option activity during the nine months ended December 31, 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	298		$	47.11
Options exercised	(544	)	$	27.49
Options forfeited or expired	(40	)	$	39.83
Outstanding at December 31, 2014	1,648		$	35.92	4.2	$	29,375
Vested or expected to vest at December 31, 2014	1,610		$	35.68	4.1	$	29,097
Exercisable at December 31, 2014	1,117		$	31.97	3.3	$	24,315

The total intrinsic value of options exercised during the nine months ended December 31, 2014 and 2013 was $11.6 million and $15.1 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 nine months ended December 31, 2014 was $14.9 million, net of taxes.

As of December 31, 2014, total unrecognized compensation cost related to unvested stock options was $4.7 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 nine months ended December 31, 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	653		$	45.16
Restricted stock vested	(441	)	$	38.63
Restricted stock forfeited	(82	)	$	40.99
Non-vested at December 31, 2014	1,302		$	42.55

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 nine months ended December 31, 2014 and 2013 was $45.16 and $46.09, respectively. The total fair value of restricted stock that vested during the nine months ended December 31, 2014 and 2013 was $17.0 million and $12.3 million, respectively.

As of December 31, 2014, total unrecognized compensation cost related to unvested restricted stock was $37.9 million, which is expected to be recognized over a weighted average period of 1.9 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   December 31,						Nine Months Ended December 31,
Employee Stock Options	2014			2013			2014			2013
Expected volatility	28.4		%	30.1		%	28.4		%	32.2		%
Risk-free interest rate	1.4		%	1.1		%	1.4		%	0.9		%
Expected dividend yield	1.2		%	0.9		%	1.3		%	0.9		%
Expected life (in years)	4.2			4.2			4.2			4.2
Weighted-average grant date fair value	$	11.53		$	10.15		$	10.33		$	11.15
ESPP (1)
Expected volatility							24.8		%	24.9		%
Risk-free interest rate							0.1		%	0.1		%
Expected dividend yield							1.3		%	0.9		%
Expected life (in years)							0.5			0.5
Weighted-average grant date fair value							$	10.13		$	9.58

⁽¹⁾ Nopurchase rights were granted under the ESPP during the three months endedDecember 31, 2014 and 2013.

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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 nine months ended December 31, 2014 and 2013 are discussed below. As of December 31, 2014, there remained 336,210 shares authorized for repurchase under a repurchase 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 nine months ended December 31, 2014 and 2013, the Company repurchased 596,290 shares and 1,281,907 shares, respectively, of its common stock in the open market for a total cost of $27.4 million and $56.8 million, respectively, and at an average price per share of $46.02 and $44.27, respectively.

In addition, the Company withheld shares valued at $7.3 million and $6.0 million in the nine months ended December 31, 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)	December 31, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	1,912		$	(1,411	)
Accumulated foreign currency translation adjustments	4,015			3,887
Accumulated unrealized gain (loss) on investments	(3		)	162
Accumulated other comprehensive income	$	5,924		$	2,638

⁽¹⁾Refer to Note 10, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of December 31, 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 December 31, 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 the Company and the counterparty as a result of multiple, separate derivative transactions. As of December 31, 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 on the Company's condensed 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 December 31, 2014 and March 31, 2014, no cash collateral had been received or pledged related to these derivative instruments.

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

(in thousands)	December 31, 2014		March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	$	1,019	$	153
Cash flow hedges	6,280		973
Total Derivative Assets	$	7,299	$	1,126
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	$	1	$	80
Cash flow hedges	3,617		2,804
Total Derivative Liabilities	$	3,618	$	2,884

Non-Designated Hedges

As of December 31, 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 December 31, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	29,400	$	35,824	Sell EUR	1 month
GBP	£	8,000	$	12,408	Sell GBP	1 month
AUD	A$	7,400	$	5,982	Sell AUD	1 month

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

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

	Three Months Ended   December 31,					Nine Months Ended December 31,
(in thousands)	2014		2013			2014		2013
Gain (loss) on foreign exchange contracts	$	2,183	$	(372	)	$	5,160	$	(1,564	)

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 December 31, 2014, the Company had foreign currency option contracts of approximately €64.6 million and £28.9 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 December 31, 2014 and March 31, 2014, the Company had foreign currency swap contracts of approximately MXN525.1 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 December 31, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	525,120	$	38,334	Buy MXN	Monthly over	17 months

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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 accumulated other comprehensive income and the condensed consolidated statements of operations for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Gain (loss) included in AOCI as of beginning of period	$	2,601		$	(2,373	)	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	508			(222		)	3,604			(3,868		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	1,220			(116		)	61			(262		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	(63		)	(64		)	149			180
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	1,157			(180		)	210			(82		)
Gain (loss) included in AOCI as of end of period	$	1,952		$	(2,415	)	$	1,952		$	(2,415	)

The Company will reclassify all amounts accumulated in other comprehensive income into earnings within the next twelve months. During the three and nine months ended December 31, 2014, the Company recognized an immaterial gain on the ineffective portion of its cash flow hedges, which is reported in interest and other income (expense), net in the condensed consolidated statements of operations. There was no ineffective portion of hedges designated as cash flow hedging instruments during the three and nine months ended December 31, 2013.

11. INCOME TAXES

The Company and its subsidiaries are subject in taxation in the U.S. and in various foreign and state jurisdictions. The effective tax rate for the three and nine months ended December 31, 2014 was 21.3% and 24.5% compared to 9.6% and 19.3% 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 December 31, 2014 and March 31, 2014 were unrecognized tax benefits of $13.5 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 was $1.8 millionas of December 31, 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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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. 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 and nine month periods ending December 31, 2014 and 2013.

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
(in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	30,384	$	34,383	$	86,477	$	84,474
Denominator:
Weighted average common shares-basic	41,901		42,441		41,780		42,647
Dilutive effect of employee equity incentive plans	799		787		894		907
Weighted average common shares-diluted	42,700		43,228		42,674		43,554
Basic earnings per common share	$	0.73	$	0.81	$	2.07	$	1.98
Diluted earnings per common share	$	0.71	$	0.80	$	2.03	$	1.94
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	130		268		442		173

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 and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	161,591	$	146,636	$	470,624	$	437,764
Consumer	70,190		66,103		193,624		171,773
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

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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 and nine months ended December 31, 2014 and 2013. The following table presents net revenues by geography:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
U.S.	$	123,092	$	113,042	$	371,256	$	350,155
Europe and Africa	63,940		58,997		164,760		146,476
Asia Pacific	28,778		25,917		84,011		73,077
Americas, excluding U.S.	15,971		14,783		44,221		39,829
Total international net revenues	108,689		99,697		292,992		259,382
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

No customer accounted for more than 10% of net revenues for the three and nine months ended December 31, 2014 or 2013.

One customer, Ingram Micro, accounted for 11% of net accounts receivable at December 31, 2014. No customer accounted for more than 10% of net accounts receivables at March 31, 2014.

14. SUBSEQUENT EVENTS

On January 26, 2015, the Company announced that the Audit Committee had declared and approved the payment of a dividend of $0.15 per share on March 10, 2015 to holders of record on February 20, 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 "anticipate," "believe," “could,” "expect," "intend," “may,” "plan," "potential," "shall," "will," “would,” 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 and the effect of such investments on our business, (xi) our expectations regarding the worldwide economy, as well as our investment strategies and focus, (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, (xix) the sufficiency of our capital resources to fund operations, and (xx) 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 75 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, and gaming and computer audio markets in those regions and other international locations.  Beginning in the first quarter of our fiscal year 2015, our 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 $231.8 million in the third quarter of our fiscal year 2015, growing 9.0% over the third quarter of the prior year. UC product revenues also increased, growing by 24% over the prior-year quarter to $53.5 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. While we experienced year on year growth of approximately 4% in net revenues from non-UC Enterprise products in the three months ended December 31, 2014, over the full nine-month period ending December 31, 2014 net revenues from non-UC Enterprise products were approximately 1% higher than the same period a year ago. 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 third quarter of fiscal year 2015, our Consumer product portfolio benefited from continuing strong performance of the Voyager Edge and Voyager Legend in the mono Bluetooth category, and robust initial sales of BackBeat Fit and BackBeat Pro in the stereo Bluetooth category. These products contributed to the strong performance of our Mobile communications portfolio in the quarter. We anticipate that our planned investments in these Consumer product 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 noting the general improvement in the U.S. economy with uncertainty in much of the worldwide economy. We will continue to invest prudently in long-term growth opportunities and we will continue to focus on innovative product development through our core research and development efforts. 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

NET REVENUES

	Three Months Ended   December 31,				Increase				Nine Months Ended   December 31,				Increase
(in thousands, except percentages)	2014		2013		(Decrease)				2014		2013		(Decrease)
Net revenues from unaffiliated customers:
Enterprise	$	161,591	$	146,636	$	14,955	10.2	%	$	470,624	$	437,764	$	32,860	7.5	%
Consumer	70,190		66,103		4,087		6.2	%	193,624		171,773		21,851		12.7	%
Total net revenues	$	231,781	$	212,739	$	19,042	9.0	%	$	664,248	$	609,537	$	54,711	9.0	%

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 third quarter of our fiscal year 2015 over the same period a year ago due primarily to higher revenues within our Enterprise product category, led by 24% year-on-year growth in UC product sales driven by continued adoption of Unified Communications solutions in the marketplace. Revenues from traditional office and contact center products also increased 4%, driven by strength in our popular cordless system ("CS") wireless products, as well as in our popular EncorePro and SupraPlus corded headset models. In addition, Consumer revenues increased by more than 6%, driven by enhancements to our product portfolio during the year, such as BackBeat Fit and BackBeat Pro in our stereo Bluetooth category and Voyager Edge in our mono Bluetooth category.

Net revenues increased in the nine months ended December 31, 2014 over the same period a year ago due primarily to higher Enterprise revenues, driven by 23% growth in UC product sales due to continued adoption of UC solutions in the marketplace, with non-UC Enterprise revenues up 1%, consistent with our long-term expectations for that category. Consumer revenues also increased due primarily to continued strength in Mobile revenues, driven by enhancements to our product portfolio that have been well-received in the retail market.

Geographic Information

	Three Months Ended   December 31,						Increase			Nine Months Ended   December 31,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)			2014			2013			(Decrease)
Net revenues from unaffiliated customers:
U.S.	$	123,092		$	113,042		$	10,050	8.9%	$	371,256		$	350,155		$	21,101	6.0%
As a percentage of net revenues	53.1		%	53.1		%				55.9		%	57.4		%
Europe and Africa	63,940			58,997			4,943		8.4%	164,760			146,476			18,284		12.5%
Asia Pacific	28,778			25,917			2,861		11.0%	84,011			73,077			10,934		15.0%
Americas, excluding U.S.	15,971			14,783			1,188		8.0%	44,221			39,829			4,392		11.0%
Total international net revenues	108,689			99,697			8,992		9.0%	292,992			259,382			33,610		13.0%
As a percentage of net revenues	46.9		%	46.9		%				44.1		%	42.6		%
Total net revenues	$	231,781		$	212,739		$	19,042	9.0%	$	664,248		$	609,537		$	54,711	9.0%

Compared to the same period in the prior year, U.S. net revenues increased in the three months endedDecember 31, 2014 due to growth in Enterprise product revenue, driven by strength in UC revenues due to the continued adoption of UC in the marketplace, and in traditional office and contact center revenues, driven by strength in our CS wireless products. International net revenues increased in the three months ended December 31, 2014 mainly due to growth in Enterprise revenues, which was driven by strength in both UC and traditional office and contact center product sales. Consumer revenue in international markets also increased, driven largely by strength in our Europe and Africa region within the Mobile Bluetooth category.

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In the nine months ended December 31, 2014, the increase in U.S. net revenues was driven in equal measure by Enterprise and Consumer revenues. Within the Consumer category the increase was due to enhancements to our product portfolio. Enterprise net revenue growth was driven primarily by UC, though partly offset by a decline in traditional office and contact center revenues. International net revenues increased due primarily to growth in our Enterprise category driven mainly by double-digit year-on-year growth in UC products as well as by a moderate increase in net revenues from non-UC enterprise products, which performed well in all international regions. Consumer net revenues also grew internationally with the majority of the increase coming from Bluetooth Mobile products in our Asia Pacific region, with healthy growth in Europe and Africa as well.

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, charge for excess and obsolete inventory, royalties, and an allocation of overhead expenses, including facilities, IT, and human resources. 

	Three Months Ended										Nine Months Ended
	December 31,						Increase				December 31,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)				2014			2013			(Decrease)
Net revenues	$	231,781		$	212,739		$	19,042	9.0	%	$	664,248		$	609,537		$	54,711	9.0	%
Cost of revenues	111,865			102,412			9,453		9.2	%	311,795			293,964			17,831		6.1	%
Gross profit	$	119,916		$	110,327		$	9,589	8.7	%	$	352,453		$	315,573		$	36,880	11.7	%
Gross profit %	51.7		%	51.9		%					53.1		%	51.8		%

As a percentage of net revenues, gross profit decreased slightly in the three months endedDecember 31, 2014, compared to the same prior year period due primarily to two large offsetting items. First, in the year-ago period we identified immaterial out-of-period errors related to our estimated warranty obligation and return material authorization ("RMA") reserves, which resulted in a $2.4 million benefit in the prior year that did not recur in the current quarter ended December 31, 2014. The effect of the non-recurrence was unfavorable to gross margin. Second, and largely offsetting this effect, were the positive effects of lower product costs both as the result of lower component costs and as the result of spreading our fixed manufacturing costs over a larger revenue base versus a year ago.

As a percentage of net revenues, gross profit increased in the nine months ended December 31, 2014, compared to the same prior year period 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, and from favorable mix within our Enterprise and Consumer 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										Nine Months Ended
	December 31,						Increase				December 31,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)				2014			2013			(Decrease)
Research, development, and engineering	$	22,991		$	21,018		$	1,973	9.4	%	$	69,280		$	62,328		$	6,952	11.2	%
% of net revenues	9.9		%	9.9		%					10.4		%	10.2		%

During the three and nine months ended December 31, 2014, research, development, and engineering expenses increased compared to the same prior year periods due primarily to an increase in our investment in software and other capabilities related to 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										Nine Months Ended
	December 31,						Increase				December 31,						Increase
(in thousands, except percentages)	2014			2013			(Decrease)				2014			2013			(Decrease)
Selling, general, and administrative	$	57,977		$	51,467		$	6,510	12.6	%	$	174,756		$	148,071		$	26,685	18.0	%
% of net revenues	25.0		%	24.2		%					26.3		%	24.3		%

Compared to the same period a year ago, selling, general, and administrative expenses increased in the three months endedDecember 31, 2014 due primarily to increased headcount and employee-related expenses of $2.7 million related mainly to increased investment in headcount to support the UC opportunity and other growth opportunities, as well as in increase in stock-based compensation. In addition, legal expenses increased by $2.2 million driven by ongoing litigation. Refer to Note 5, Commitments and Contingencies, of our Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for more information regarding our ongoing litigation matters.

During the nine month period ended December 31, 2014 compared to the same period a year ago, selling, general, and administrative expenses increased due primarily to increased headcount and employee-related expenses of $10.7 million, related mainly to increased investment in headcount to support the UC opportunity and other growth opportunities. We also experienced an increase of $6.5 million in legal expenses driven mainly by ongoing litigation, and $2.6 million higher depreciation related to capital investments made in the past year.

INCOME TAX EXPENSE

	Three Months Ended											Nine Months Ended
	December 31,						Increase					December 31,						Increase
(in thousands except percentages)	2014			2013			(Decrease)					2014			2013			(Decrease)
Income before income taxes	$	38,596		$	38,028		$	568		1.5	%	$	114,550		$	104,686		$	9,864	9.4	%
Income tax expense	8,212			3,645			4,567			125.3	%	28,073			20,212			7,861		38.9	%
Net income	$	30,384		$	34,383		$	(3,999	)	(11.6	)%	$	86,477		$	84,474		$	2,003	2.4	%
Effective tax rate	21.3		%	9.6		%						24.5		%	19.3		%

Our effective tax rate for the three and nine months ended December 31, 2014 was21.3% and 24.5%, respectively, compared to 9.6% and 19.3%, respectively, in the same prior year period. The effective tax rate for the three and nine months ended December 31, 2014 was higher compared to the same period in the prior year because the rate in the prior year benefited from a higher domestic production activities deduction, a foreign tax credit, and the recognition of Mexican research credit carryforwards resulting from a change in Mexican tax law.

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.

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FINANCIAL CONDITION

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

	Nine Months Ended
	December 31,
(in thousands)	2014			2013			Change
Net cash provided by operating activities	$	100,376		$	92,122		$	8,254
Net cash used for investing activities	(17,382		)	(34,601		)	17,219
Net cash used for financing activities	(33,236		)	(51,840		)	18,604
Effect of exchange rate changes on cash and cash equivalents	(2,112		)	1,077			(3,189		)
Net increase in cash and cash equivalents	$	47,646		$	6,758		$	40,888

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. 

Operating Activities

Net cash provided by operating activities during the nine months ended December 31, 2014 increased from the same prior year period primarily due to a net increase in accounts payable and accrued liabilities, which was driven by the timing of payments made during the third quarter compared to the same prior year period. Higher non-cash adjustments driven by stock-based compensation and depreciation in our first three quarters of fiscal year 2015 compared to the same prior year period also contributed to the increase. These increases were partially offset by a net increase in accounts receivable due primarily to higher shipments during the third quarter of our fiscal year 2015 compared to the same prior year period.

Investing Activities

Net cash used for investing activities during the nine months ended December 31, 2014 decreased from the same prior year period due primarily to lower capital expenditures.

We estimate total capital expenditures for fiscal year 2015 will be approximately $30 million compared to our fiscal year 2014 capital expenditures of $51 million. We made significant capital investments in the prior year associated primarily with the purchase of a new manufacturing facility in Tijuana, Mexico and costs incurred to implement a new ERP system. During fiscal year 2015 our capital expenditures related to costs associated with the enhancement of our U.S. and European headquarters, the build-out of our new Mexican facility, and investment of 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 nine months ended December 31, 2014 decreased from the same prior year period.  This decrease was driven by lower stock repurchases, partially offset by lower proceeds from stock issuances under stock-based compensation plans and higher dividend payments.

On January 26, 2015, we announced that our Audit Committee of the Board ("the Audit Committee") had declared a cash dividend of $0.15 per share, payable on March 10, 2015 to stockholders of record at the close of business on February 20, 2015.  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 each quarter after its review of our financial performance and financial position.

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Liquidity and Capital Resources

Our primary discretionary cash requirements have historically been for repurchases of our common stock and to fund stockholder dividends.  At December 31, 2014, we had working capital of $524.2 million, including $371.0 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 December 31, 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 December 31, 2014, of our $371.0 million of cash, cash equivalents and short-term investments, $41.3 million was held domestically while $329.7 million was held by foreign subsidiaries, approximately 90% of which were based in U.S. dollar-denominated holdings. The costs to repatriate our foreign earnings to the U.S. would be material; however, our intent is to permanently reinvest earnings from foreign operations and our current plans do not require us to repatriate 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 December 31, 2014, our investments were composed of Mutual Funds, Government Agency Securities, Commercial Paper, and Corporate Bonds.

From time to time, our 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 nine months of fiscal year 2015, we repurchased 596,290 shares of our common stock in the open market as part of these publicly announced repurchase programs. The total cost of these repurchases was $27.4 million, with an average price of $46.02 per share. In addition, we withheld 158,267 shares with a total value of $7.3 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.

As of December 31, 2014, there remained 336,210 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 2015 to extend its term to May 2018 (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, 2018, and our obligations under the Credit Agreement are guaranteed by our domestic subsidiaries, subject to certain exceptions. As of December 31, 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.

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 December 31, 2014, we were in compliance with all ratios and covenants by a substantial margin.

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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, filed with the SEC on May 15, 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.

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 December 31, 2014 and March 31, 2014, we had off-balance sheet consigned inventories of $48.3 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 December 31, 2014, we had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $132.4 million, including off-balance sheet consigned inventories of $48.3 million as discussed above.

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 SEC on May 16, 2014.  There have been no changes to our critical accounting estimates during the nine months ended December 31, 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, and cash flows.

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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)	December 31, 2014		March 31, 2014
Cash and cash equivalents	$	280.4	$	232.7
Short-term investments	$	90.6	$	102.7
Long-term investments	$	112.8	$	100.3

As of December 31, 2014, our investments were composed of Mutual Funds, Government Agency Securities, Commercial Paper, and Corporate Bonds.

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 gains or losses were recognized during the three and nine months ended December 31, 2014 and 2013.

Interest rates were relatively unchanged in the three and nine months ended December 31, 2014 compared to the same period in the prior year. During the three and nine month period ended December 31, 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 a net receiver of currencies other than the U.S. dollar ("USD").  Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, could negatively affect our net revenues and gross margins as expressed in U.S. dollars.  There is a risk that we will have to adjust local currency product pricing due to competitive pressures if there is significant volatility in foreign currency exchange rates.

The primary currency fluctuations to which we are exposed are the Euro ("EUR"), British Pound Sterling ("GBP"), Australian Dollar ("AUD"), Mexican Peso ("MXN"), and the Chinese Renminbi ("RMB"). We experienced immaterial net foreign currency losses in the three and nine months ended December 31, 2014 and 2013. 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.

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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 December 31, 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	$	35.8	$	3.6	$	(3.6	)
GBP	Sell GBP	$	12.4	$	1.2	$	(1.2	)
AUD	Sell AUD	$	6.0	$	0.6	$	(0.6	)

Cash Flow Hedges

In the nine months ended December 31, 2014, approximately 44.1% of our net revenues were derived from sales outside of the U.S. and denominated primarily in EUR and GBP.

As of December 31, 2014, we had foreign currency put and call option contracts with notional amounts of approximately €64.6 million and £28.9 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 $11.1 million or incur a loss of $8.1 million, respectively.

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 December 31, 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	$	137.2	$	0.4	$	(2.6	)
Put options	$	128.0	$	10.7	$	(5.5	)

Collectively, our swap contracts hedge against a portion of our forecasted MXN denominated expenditures. As of December 31, 2014, we had cross-currency swap contracts with notional amounts of approximately MXN525.1 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 December 31, 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	$	38.3	$	(3.1	)	$	3.8

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.

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(b) Changes in internal control over financial reporting

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.

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 third 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
September 28, 2014 to October 25, 2014	95,748	3	$	45.15	95,099	418,360
October 26, 2014 to November 22, 2014	55,081	4	$	50.44	36,150	382,210
November 23, 2014 to December 27, 2014	46,997	5	$	52.37	46,000	336,210

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 649 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 18,931 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 997 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	Turnkey Purchase Agreement dated December 12, 2014, between Plantronics BV, Park 20/20 C.V. and Park 20/20 Plantronics C.V.					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:	February 4, 2015	By:	/s/ Pamela Strayer
		Name:	Pamela Strayer
		Title:	Senior Vice President and Chief Financial Officer

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EX-10.1

Turnkey purchase agreement

The parties:

Park 20|20 C.V.

Park 20|20 Plantronics C.V.

and

Plantronics B.V.

with regard to the Plantronics Building

at 'Park 20|20' office park in Hoofddorp

dated 12 December 2014

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CONTENTS

1.	Definitions	4
2.	Transfer of Contract	6
3.	Purchase/Completion of the Building	7
4.	Purchase Price and payment	7
5.	Transfer tax, Value Added Tax, costs	9
6.	Transfer date	10
7.	Payment and settlement	10
8	Description of the transfer obligation	10
9.	Assignment of claims	11
10.	Park management, heat/air conditioning surcharge, parking spaces, and piping systems	11
11.	Characteristics of the Property Sold	12
12.	Guarantees of the Vendor	13
13.	Environment	15
14.	The Vendor's disclosure obligation; the Buyer's examination obligation	16
15.	Plan	16
16.	Buyer construction meeting	16
17.	Drafting the Phase Documents	17
18.	Supervision of the construction	17
19.	Completion/Delivery	18
20.	BREEAM	18
21.	Deposit and bank guarantee	18
22.	Dissolving conditions	19
23.	Loss, damage, expiration	19
24.	Force majeure, risk, insurance policies	20
25.	Failure	20
26.	Previous arrangements/amendments/additions	20
27.	Role of Civil-law Notary and Houthoff Buruma as the party advisor	20
28.	Governing law and jurisdiction	20
29.	Miscellaneous	21

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Annexes

Annex 1	Declaration of Intent dated 24 April 2014
Annex 2	Transfer Deed (draft)
Annex 3	Delivery Certificate (draft)
Annex 4	Soundscape 1.0 PvR - Concepts & Ideas dated 20 June 2014, 28 July 2014, and 5 September 2014
Annex 5	Deposit Agreement dated 30 April 2014
Annex 6	Installment Schedule
Annex 7	Plan
Annex 8	Preliminary Design
Annex 9	Final Design (as soon as it is determined)
Annex 10	Constitution of Cooperative Association
Annex 11	Park Management Regulations for 'Park 20|20' office park
Annex 12	Connection Agreement Heating/Air Conditioning/Piping ("CBV")
Annex 13	Technical Specifications Plantronics Office (fixtures)
Annex 14	Soil survey reports
Annex 15	Deposit Agreement Delivery defects (draft)
Annex 16	General terms and conditions of Houthoff Buruma
Annex 17	Diagram of the lot
Annex 18	Technical Descriptions Plantronics Office (shell)
Annex 19	Technical Descriptions of Plantronics parking garage
Annex 20	Calculation method of land price
Annex 21	Demarcation List
Annex 22	Contractor Agreement (will be added as soon as it is signed)
Annex 23	Contractor Documents
Annex 24	Deed for Establishment of Building/Development Rights for Heating/Air Conditioning/CBV piping (draft)
Annex 25	Deed for the Establishment of the Building and Development Rights for Piping System (draft)

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Parties:

I. Park 20|20 C.V., a limited partnership under Dutch law with its operating premises at 10 Reggesingel, 7461 BA Rijssen entered in the Trade Register under number 08185591

II. Park 20|20 Plantronics C.V., a limited partnership under Dutch law with its operating premises at 10 Reggesingel, 7461 BA Rijssen entered in the Trade Register under number 61109762

(“the Vendor”) and

III. Plantronics B.V., a private company with limited liability with its registered office in Amsterdam and its operating premises at 140 Scorpius, Building C, 2132 LR Hoofddorp entered in the Trade Register under number 33277402

(“the Buyer”)

Whereas:

A. Park 20|20 C.V. and the Vendor are the developers of 'Park 20|20' office park located in between the Scorpius and the Taurusavenue in Hoofddorp. 'Park 20|20' office park is an innovative and sustainable regional development in which the principles of “cradle-to-cradle” are applied.

B.     The Vendor shall be entitled to the Parcel and to complete the Building on the Parcel.

C. Park 20|20 C.V. and the Buyer have conducted negotiations on the purchase of the Property Sold by the Buyer and have concluded the Declaration of Intent to this effect. Park 20|20, the Buyer and the Notary then concluded the Escrow Agreement for the purpose of carrying out the Declaration of Intent.

D. The Parties agree that Park 20|20 C.V. shall transfer to the Vendor its rights and obligations under the Declaration of Intent and the Escrow Agreement.

E. The Vendor and the Buyer then reached an agreement on the purchase of the Property Sold by the Vendor and the Completion of the Building subject to the following conditions.

The Parties agree as follows:

1.Definitions

1.1.    The following definitions shall apply to the Agreement:

Contractual documents:    some of the documents based on which the Vendor expects to conclude the Building Contract consisting of an example of the guarantee conditions from a previous building contract, the guarantee declaration from the contractor based on a previous building contract and the general conditions of contracting for work required by Park 20|20 C.V. a copy of which is enclosed as Annex 23

Contractor: the contractor engaged by the Vendor for completing the Building, this being an enterprise within the VolkerWessels Group

Building Contract: the Building Contract to be concluded between the Contractor and the Vendor based on the Contractual Documents of which, following conclusion, a copy is enclosed as Annex 22 to the Agreement on the understanding that the Vendor may render illegible those parts of the Building Contract containing sensitive information subject to the exclusive assessment by the Vendor.

Deed of Delivery: the required notarial deed prior to delivery of the Parcel by the Vendor to the Buyer in accordance with the draft deed enclosed with the Agreement as Annex 2

Annex: an annex to the Agreement

CD: the Civil Code

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Cooperation: 'Park 20|20' office park, a cooperative association with its registered office at Rijssen and its operating premises at 10 Reggesingel, 7461 BA Rijssen entered in the Trade Register under number 52192431

Definitive Measurement:    the Building’s definitive measurement certificatewith the associated reports and drawings based on “as built” drawn up in accordance with NEN 2580 stating the number of actually completed square meters gross floor surface    

Demarcation List: the list stating in detail what items and associated costs belong to the shell of the Building and what items and associated costs are included in the Building’s fittings enclosed with the Agreement as Annex 21

Escrow Agreement: the Escrow Agreement dated 27/29/30 April 2014     of which a copy is enclosed with the Agreement as Annex 5.

DD: the definitive design of the Building of which a copy shall be enclosed with the Agreement as Annex 9 as soon as the DD has been established

Phase Documents: the Soundscape, the ID and the DD

Building: the office building to be completed on the Parcel by or on behalf of the Vendor with 3,531 square meters gross floor surface of office space, accessory facilities (experience center) including files, storage and technical space according to norm NEN 2580 and with 54 parking spaces in the lower parking garage

Houthoff Buruma: Houthoff Buruma coöperatief U.A. with its registered office in Amsterdam and its operating premises at 50 Gustav Mahlerplein, 1082 MA, Amsterdam

Fitting-out work: all Fitting-out Work and facilities in the Building desired by the Buyer included in the fixed budget     pursuant to Article 4.4

Declaration of intent: the Declaration of intent dated 24 April 2014 of which a copy is enclosed with the Agreement as Annex 1

Purchase price: the purchase price of the Property Sold pursuant to Article 4

Third party account: the third party account, number 21.32.76.453 in the name of Derdengelden Notariaat Houthoff Buruma     Amsterdam, this being an account pursuant to Article 25 of the Notaries Act    

Delivery date: the date on which the Deed of Delivery is executed

Master plan: the master plan of 'Park 20|20' office park with site layout this being an annex to the park management conditions applying to 'Park 20|20' office park and enclosed with the Agreement as Annex 11

Additional work: (i) all additional work desired by the Buyer and (ii) all Fitting-out Work desired by the Buyer and facilities in the Building not included in the Fitting-out Work

Notary:    M.C. Aarts, notary of Amsterdam or his deputy or successor (linked to Houthoff Buruma) or one of the other notaries of Houthoff Buruma

Environment permit: the irrevocable environmental permit to be issued by Haarlemmermeer Council for the Completion of the Building

Value Added Tax: the Value Added Tax pursuant to the Value Added Tax Act 1968 at the statutory rate applying on the due date

Completion: the written observation by the Buyer pursuant to     Article 10 of the UACs that the Building has been completed in accordance with the conditions of the Agreement except for the Completion defects

Completion date: the date on which Completion takes place

Completion-Vendor: the Completion of the Property Sold by the Contractor to the Vendor under the Building Contract

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Completion-Buyer: the Completion of the Property Sold by the Vendor to the Buyer under this Building Contract

Completion defects: the technical and/or constructional defects observed during the Survey pursuant to Article 9, Paragraphs 7 and 9 of the UACs to be specified in the Completion Report

Surveying: the surveying of the Building by the Buyer for the     purpose of the Completion-Buyer pursuant to Article 9 of the UACs

Transfer tax: the transfer tax calculated over the value of the Parcel serving as the basis increased or reduced in accordance with Legal Transactions (Taxation) Actat the statutory rate applying on the due date

Agreement: this Turnkey Sales Agreement

Party: the Vendor or the Buyer

Parties:    the Vendor and the Buyer

Parcel: the Parcel of land located on the Scorpius, Hoofddorp (currently still unnumbered) forming part of the Parcel entered in the Land Register of Haarlemmermeer Council, section AL, number 2018 measuring 21 ares, 48 centiares or as much more or less in accordance with the land registry measurements as roughly indicated in the drawing enclosed with the Agreement as Annex 17

Planning: the Planning relating to the Completion of the Building of which a copy is enclosed with the Agreement as     Annex 7 including the schedule of decisions

Completion report: the Completion report to be drawn up on the Completion date by the Parties in accordance with the model enclosed as Annex 3

Soundscape: the Soundscape presentations for the Building with the characteristic Soundscape 1.0 PvR - Concepts & Ideas dated 20 June 2014 and the following versions of 28 July and 5 September 2014 of which copies are enclosed with the Agreement as Annex 4

Technical Descriptions: (i) the “Technical Description Plantronics Office (shell)” enclosed with the Agreement as Annex 18, (ii) the “Technical Description of Plantronics Parking Garage” enclosed with the Agreement as Annex 19, and (iii) the “Technical Description Plantronics Office (fixtures)” enclosed with the Agreement as Annex 13 including the associated notes, drawings and building reports

Installment Schedule: the schedule of the installments and due dates of the interim Purchase Price a copy of the draft of which is enclosed with the Agreement as Annex 6

Property Sold: the Parcel and the Building

ID: the interim design of the Building including the known Fitting-out Work at the time of establishing the ID and the site layout with green spaces of which a copy is enclosed with the Agreement as Annex 8 including the addendum "Interim design & technical descriptions dated 27 November 2014"

UACs: the Uniform Administrative Conditions for carrying out the work in 2012 (UACc 2012), which shall not apply to this Agreement unless explicitly agreed otherwise

2.Transfer of Contract

2.1.    Declaration ofIntent

2.1.1. Park 20|20 shall hereby, by way transfer of contract pursuant to Article 6:159, CD, transfer all the rights and obligations of Park 20|20 C.V. under the Declaration of Intent to the Vendor who shall accept these rights and obligations.

2.1.2.    The Vendor shall hereby provide assistance in the transfer of contract stated in the previous paragraph.

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2.2.    Escrow Agreement

2.2.1. Park 20|20 shall hereby, by way transfer of contract pursuant to Article 6:159, CD, transfer all the rights and obligations of Park 20|20 C.V. under the Escrow Agreement to the Vendor who shall accept these rights and obligations.

2.2.2.    The Buyer and Notary shall hereby provide assistance in the transfer of contract     stated in the previous paragraph.

3.Purchase/Completion of Building

3.1. The Vendor shall hereby sell to the Buyer the Property Sold who shall hereby Accept from the Vendor the Property Sold.

3.2. The Vendor shall be obliged towards the Buyer, who shall accept to deliver to the Buyer the Property Sold on the Completion Date, turnkey, in accordance with the DD, the Technical Descriptions and this Agreement.

3.3. The Vendor expects that IBB Kondor B.V. shall be engaged as the Contractor. The basic points for the Building Contract are among others, the Contractual Documents. Should the Vendor wish to engage another company as Contractor, then (i) this company should be on an equal footing with IBB Kondor B.V. as regards solvency and liquidity and (ii) the Vendor of this company should stipulate similar guarantees and declarations as included in the Contractual Documents. The Vendor shall also include in the Contractual Documents an explicit reference to Article 38.1 of the General Conditions for the contracting for work required by Park 20|20, such General Conditions in any case forming part of the Building Contract as far as these relate to the guarantees to be provided by the Contractor and that are relevant to the Buyer.

3.4. The Vendor shall guarantee that the Property Sold fits in with the Master Plan.

4.Purchase Price and payment

4.1.    Interim Purchase Price

4.1.1. The interim Purchase Price shall amount to €10,960,000.00 (ten million, nine hundred and sixty thousand euros) excluding Value Added Tax with a price level as at 1 January 2014. The interim Purchase Price shall be based on the gross floor surface of the Building measuring 3,531 square meters and 54 parking spaces.

4.2.    Definitive Purchase Price

4.2.1. The Vendor and the Buyer shall set the definitive Purchase Price no later than the Completion Date based on the Definitive Measurement Certificate. If the Definitive Measurement Certificate shows that more or less than 3,531 square meters of gross floor surface has been created, the interim Purchase Price shall be increased or reduced based on the amount of €2,613.00 (two thousand, six hundred and thirteen euros) excluding Value Added Tax and with a price level as at 1 January 2014 per square meter of extra or less gross floor surface on the understanding that Haarlemmermeer Council shall charge for a minimum of 3,531 square meters of gross floor surface and the Parcel costs (as defined in Article 4.7 below) shall therefore be calculated over a minimum of 3,531 square meters of gross floor space.

4.2.2. The Definitive Measurement Certificate shall be drawn up in accordance with NEN 2580. The Vendor has at the Buyer’s request included in the ID a terrace with an outside step on the first and second floors. The floor surface of this terrace and this step shall, based on NEN 2580 (probably) not be included in the Building’s gross floor surface while the gross floor surface of these items in previous designs was included in the Building’s gross floor surface. The Parties therefore agree that if the floor surface of the terrace and the outside step are not included     in the Building’s gross floor surface in accordance with NEN 2580, the definitive Purchase Price shall be calculated as if the gross floor surface of these items were included in the Building’s gross floor surface (the gross floor surface of these items     shall in that case, for calculating the definitive Purchase Price be added to     the Building’s gross floor surface as stated on the Definitive Measurement Certificate).

If the floor surface of the terrace and the outside step are not calculated towards     the Building’s gross floor surface in accordance with NEN 2580 and Haarlemmermeer Council therefore does not charge a purchase sum for that floor surface, the Parcel costs shall be lower but on the understanding that Haarlemmermeer Council shall charge for a minimum total of 3,531 square meters gross floor surface and the Parcel costs shall therefore be calculated over a minimum of 3,531 square meters gross floor space.

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4.3. Indexation of Purchase Price

4.3.1. The Purchase Price shall from 1 January 2014 be indexed to the planned Completion Date of 15 May 2016 based on the amended monthly price index in accordance with the consumer price index (CPI) series for all households     (2006=100) published by Statistics Netherlands.

The indexed Purchase Price shall be calculated as follows:

The definitive Purchase price pursuant to Article 4.2 x (the price index of the calendar month four calendar months prior to the Completion Date/the price index of the month of September 2013 (i.e., four months before January 2014).

4.3.2. If and as far as the point of Completion is extended after 15 May 2016 due to facts and circumstances attributed to the Buyer, the indexation shall continue up to the Completion Date to be reset in this case.

4.4. Budget for Fitting-out work

4.4.1. The Purchase Price shall include a fixed amount that the Vendor shall pay to the     Buyer for Fitting-out Work. The gross fixed budget for the Fitting-out Work is €1,925,000.00 (one million, nine hundred and twenty-five thousand euros) excluding Value Added Tax and consists of the net fixed amount for the Fitting-out Work of €1,666,666.66 (one million, six hundred and sixty-six thousand euros and sixty-six cents) plus a 5% surcharge for project management and selection procedures carried out by the Vendor plus a 10% surcharge for profit, risk and general costs incurred by the Vendor.

4.4.2. The Fitting-out Work known at the time of drawing up the ID shall be stated in the ID. The ID shall not therefore include all of the Fitting-out Work. If the Buyer requests Fitting-out Work, the Vendor shall submit the quotation provided by the respective (sub-) contractor or provider for the Buyer’s approval. The Buyer shall be entitled to have the quotation provided by the respective (sub-) contractor or provider checked by an expert to be appointed by the Buyer. The Buyer shall bear the costs of such check. It shall be the Buyer’s exclusive responsibility to ensure     that the Buyer’s approval of the quotation and/or the checking of the quotation by the expert shall be carried out in such a dynamic manner that the Vendor shall still be able to implement the Fitting-out Work required by the Buyer. In order to create transparency as to what costs shall fall under the Fitting-out Work in     accordance with the fixed budget ex Article 4.4.1, the Vendor shall at all times procure an up-to-date (and as far as possible, documented) overview of all costs thereby making as great a distinction as possible between pure (only) Fitting-out Work and the shell-integrated Fitting-out Work.

4.5 Additional work

4.5.1 The fee to be paid by the Buyer for Additional Work shall be set based on an open estimate. All Additional Work shall be agreed in writing. The fee for Additional Work that the Buyer shall owe to the Vendor shall be set based on the price from the (sub-) contractor or provider plus a 5% surcharge for project management and selection procedures carried out by the Vendor plus a 10% surcharge for profit, risk and general costs incurred by the Vendor.

4.5.2. The Vendor shall only charge General Construction Site Costs with respect to Additional Work if the total price of the Additional Work is more than 10% of the definitive Purchase Price. If the Additional Work is less than 10% of the definitive Purchase Price, this shall not be subject to additional General Construction Site Costs unless the Contractor, on suggestion from the Vendor is able to make a case for the actual extra General Construction Site Costs based on an open estimate.

4.5.3. If the Buyer requests Additional Work, the Vendor shall submit the quotation provided by the respective (sub-) contractor or provider for the Buyer’s approval. The Buyer shall be entitled to have the quotation provided by the respective (sub-) contractor or provider checked by an expert to be appointed by the Buyer. The Buyer shall bear the costs of such check. It shall be the Buyer’s exclusive responsibility to ensure that the Buyer’s approval of the quotation and/or the checking of the quotation by the expert shall be carried out in such a dynamic manner that the Vendor shall still be able to implement the Fitting-out Work required by the Buyer.

4.6. Payment in installments

4.6.1. The Buyer shall pay the Purchase Price to the Vendor depending on the progress     of the construction in installments in accordance with the Installment Schedule. The draft Installment Schedule is enclosed with the Agreement. The Parties shall set the Installment Schedule by no later than the Completion Date; the Additional Work known in that case shall be included in this.

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4.6.2. The first installment of €2,930,000.00 (two million, nine hundred and thirty thousand euros) excluding Value Added Tax shall be due on the Completion Date and shall be paid in the manner provided for in Article 7. The Buyer shall pay the following installments to the Vendor by transfer into a bank account to be provided by the Vendor.

4.6.3.   After the determination of the final Purchase Price in the manner described in Article 4.2 and 4.3 above, the last installment mentioned on the Installment Schedule:

a. shall be increased by with the difference between the provisional Purchase Price and the final Purchase Price if the final Purchase Price is higher than the provisional Purchase Price; or

b. shall be reduced by the difference between the provisional Purchase Price and the final Purchase Price if the final Purchase Price is lower than the provisional Purchase Price.

4.7.      Possible increase in the Purchase Price due to the land transfer

4.7.1.   Vendor shall purchase the Land from the Municipality of Haarlemmermeer. The purchase price that Vendor shall owe to the Municipality of Haarlemmermeer in this context and the site preparation costs of Vendor ("Lot Costs") shall be for the account of Buyer and are included in the Purchase Price under the conditions indicated hereunder.

Vendor and Buyer have estimated the Lot Costs to be one million eight hundred ninety-one thousand one hundred seventy-four euro (€1,891,174.00), excluding VAT. This estimate has been determined on the basis of the calculation method attached to the Agreement as Annex 20. This estimate is based, among other things, on (i) the provisional number of square meters of gross floor area of the Building and (ii) the subdivision into square meters of office space and square meters of accessory facilities (experience center) indicated in the Declaration of Intent.

The final Lot Costs shall be calculated in accordance with the calculation method attached as Annex 20 and shall be based, among other things, (i) on the final number of square meters of gross floor area of the Building and (ii) the subdivision determined by the Municipality of Haarlemmermeer into square meters of office space and square meters of accessory facilities (experience center), with the understanding that the Municipality of Haarlemmermeer will invoice a minimum of 3,531 square meters of gross floor area. Vendor shall make every effort to obtain the approval of the Municipality of Haarlemmermeer for the subdivision of the square meters of gross floor area of the Building as mentioned in the Declaration of Intent.

However, should the final Lot Costs calculated in this way be higher or lower than the currently estimated one million eight hundred ninety-one thousand one hundred seventy-four euros (€1,891,174.00), the last installment of the Installment Schedule shall be increased or reduced by the difference between the final Lot Costs calculated in this way and one million eight hundred ninety-one thousand one hundred seventy-four euros (€1,891,174.00).

5.         Transfer tax, Value Added Tax, costs

5.1.      Transfer tax

5.1.1. The transfer tax (if owed) shall be for the account of Vendor.

5.2.      Value Added Tax

5.2.1.   With regard to the Lot Vendor declares that it is a business in the sense of the Turnover Tax Act 1968, whereby on the Transfer Date the Lot will qualify as a construction site in the sense of Article 11.1.a of the Turnover Tax Act 1968, so that the Value Added Tax will be owed with regard to transfer of the Lot.

5.2.2.   Vendor shall issue to Buyer a separate invoice for the Value Added Tax before the Transfer Deed is executed.

5.2.3.   Where reference is made in the previous two paragraphs to "transfer", only the transfer in the sense of the Turnover Tax Act 1968 is intended.

5.3.      Costs

5.3.1.   The (notarial) costs due on the transfer of the Lot as well as the Value Added Tax owed on it shall be for the account of Buyer.

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5.3.2.   Buyer and Vendor shall be responsible for their own consulting costs in connection with the purchase and transfer of the Property Sold.

6. Transfer Date

6.1.      The Transfer Deed shall be executed in the presence of the Notary Public on April 1, 2015 or earlier or later by as much as Vendor and Buyer stipulate.

7.    Payment and settlement

7.1.      The first installment of the Purchase Price, the Value Added Tax and the settlement of the income and expenses to be notified by Vendor to the Notary Public in good time before the Transfer Date shall be paid - in accordance with these conditions - via the Escrow Account. The Transfer Tax in the matter of the transfer of the Lot - if owed - shall be paid by Vendor also via the Escrow Account.

Before signing the Transfer Deed, Buyer shall be obligated to do whatever is necessary by crediting the Escrow Account, at the latest on the value date corresponding to the Transfer Date. The amount that the Notary Public has in its possession under the Depot Agreement, namely €1,326,160.00, shall be deducted from this owed amount on the Escrow Account, increased by the interest based on Article 4.3 of the Depot Agreement. The amount of the Depot Agreement, increased by the interest, shall therefore be offset against the first installment of the Purchase Price.

7.2. The income and expenses on the Property Sold shall be for the account of Buyer as of the Transfer Date.

7.3. With regard to the creditors who - in connection with the correct execution of the purchase and transfer of the Property Sold in accordance with the professional and policy rules applicable to the Notary Public - are to be satisfied out of the Purchase Price, Vendor stipulates the guarantee that their claims will be satisfied directly by the Notary Public out of the Purchase Price and to this end will be transferred from the Escrow Account to their respective bank or postal bank accounts, so that the Notary Public will owe to Vendor itself only the remainder of the Purchase Price. Vendor accepts the determination of the Notary Public as to which of the creditors to be promptly indicated by Vendor fulfill the afore-mentioned criteria and at what amounts. The guarantee shall not cover the remainder to which Vendor is entitled.

Vendor, with regard to what it is entitled to, and the creditors referred to in the previous paragraph, with regard to what each is entitled to, as well as Buyer, are entitled to the disbursement by the Notary Public only when the Notary Public has determined from the public registers that the transfer has occurred pursuant to the provisions of Article 8.1 and that the Notary Public has followed the professional and policy rules applicable to the Notary Public.

Vendor and Buyer are aware that - in connection with this determination - one or more working days will pass between the signature date of the Transfer Deed and the disbursement. The Notary Public shall pay to Vendor the interest on the Purchase Price received by the Notary Public as of the Transfer Date, provided that it is not needed to make payment to a mortgage holder or creditor in connection with the daily interest.

8. Description of the transfer obligation

8.1.      Vendor shall have the obligation toward Buyer to:

a. transfer title to the property unconditionally and not subject to any curtailment, dissolution or annulment whatsoever; and

b. to transfer the Lot free of mortgages and judgments or registrations thereof.

8.2.      If Vendor is obligated to impose on Buyer charges, obligations and/or restrictions, such charges, obligations and/or restrictions shall be imposed on Buyer as of the Transfer Date by way of their explicit acceptance by Buyer in the Transfer Deed. If these provisions contain rights that are to be stipulated on behalf of one or more third parties, such rights must be explicitly stipulated by Vendor by the Transfer Date and accepted by Vendor on behalf of such third parties.

8.3.      The delivery (actual transfer) of the Lot shall take place during the signing of the Transfer Deed in the actual condition the Lot is in at the moment of delivery.

8.4.      Any excess or shortfall affecting the Lot shall not confer any rights to either of the Parties.

8.5.      Vendor must give Buyer and/or its consultants the opportunity to inspect the Lot before signing the Transfer Deed.

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8.6.      Vendor and Buyer authorize the Notary Public and all employees of the Notary Public to:

a. cancel the loans linked by mortgage to the Property Sold, both in order to obtain a deletion and to execute the deletion; and

b. consult all documents and registers which the Notary Public considers important for executing the purchase of the Property Sold.

8.7.      The Notary Public undertakes towards the Parties to ensure that a copy of the Transfer Deed is registered in the public registers intended for the purpose.

9.         Assignment of claims

9.1.     With this document and under the suspensive condition of the Transfer to Buyer Vendor assigns all claims, and Buyer accepts them herewith under the mentioned suspensive condition, which Vendor may assert now or in the future under any agreements, torts or otherwise with regard to third parties, including but not limited to the predecessor(s) in title of Vendor, the architect(s), the constructor(s), the builder(s), the Contractors, the subcontractor, the installer(s) and/or the supplier(s) of the Property Sold or any part thereof, as well as the rights under bonus clauses, guarantee clauses and guarantee certificates, provided that these claims are not assigned by operation of law as qualitative rights in the sense of Article 6:251 BW [Civil Code] and as long as these rights are assignable without indemnification. The claims to be assigned include for example the warranties granted by (sub-)contractors on the basis of the Contract Documents or similar warranties as set forth in Article 3.3 , and granted by the architect. In case one or more rights set forth in this article are not assigned for any reason whatsoever (or pursuant to the provisions of Article 6:251 BW):

a. such right(s) is (are) considered to be included in the subject purchase and sale of the Property Sold; and

b. Vendor must cooperate in the assignment of the respective right upon the first request of Buyer.

9.2.      Buyer shall have the right to implement the assignment of the respective rights only after the transfer of the Property Sold by informing the persons against whom the rights may be exercised.

9.3.      The above-mentioned assignment of claims does not abridge the responsibility of Vendor under this Agreement, in particular but not limited to Article 11, Article 12, and Article 13.5.

10. Park management, heat/air conditioning surcharge, parking spaces, and piping systems

10.1.    The Cooperation was established for the purpose of the park management at the 'Park 20|20' office park. The statutes of the Cooperation are attached to the Agreement as Annex 10. Furthermore, park management rules were specified by Vendor, the Cooperation and the other owners of the buildings for the owners of the buildings in the 'Park 20|20' office park. A copy of these park management rules are attached to the Agreement as Annex 11.

10.2. Buyer guarantees the following:

a. In the Transfer Deed Buyer undertakes to submit a request to the Cooperation for becoming a member of the Cooperation.

b. Buyer undertakes to fulfill the obligations enumerated in the statutes of the Cooperation and the afore-mentioned park management rules.

c. Buyer undertakes to enter into a follow-up contract with the operator of the heating/air conditioning fixtures at the latest on the Transfer Date under the conditions and provisions incorporated in the follow-up agreement attached to the Agreement as Annex 12.

d. The hereditary easements, qualitative obligations, automatic transfer clauses and building and development rights indicated in the afore-mentioned park management rules shall be specified and/or confirmed in the Transfer Deed for the account of Buyer and/or the Lot.

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10.3.    Some of the heating-air conditioning fixtures and the central fire-fighting water facilities of the 'Park 20|20' office park are in the Property Sold. A building and development right has been established with regard to these heating/air conditioning fixtures and the central fire-fighting water facilities for the benefit of Dubotechniek Energie Park 20|20 B.V. or De Lage Landen Financial Services B.V. in accordance with the draft document for the establishment of an independent building and development right attached as Annex 24.

10.4.    In and on the Property Sold there are pipes, mains, discharge valves and other accessories that are part of the piping for a gray-water system, an irrigation system and a sewage system. A building and development right for these pipes, mains and discharge valves and other accessories has been created for the benefit of the Cooperation for the establishment of an independent building and development right in accordance with the draft attached as Annex 25.

10.5.    The cost of creating the building and development rights as mentioned under 10.3 and 10.4 above are for the account of Vendor (or the respective builder/developer).

10.6.    The Property Sold includes 54 parking spaces. However, there are approximately 82 parking spaces in the underground parking garage. The approximately 28 parking spaces that do not belong to the Property Sold remain the property of Vendor. Buyer shall therefore be obligated to create a building and development right for the benefit of Vendor - or of an entity designated by Vendor - on the Transfer Date - covering the ownership of approximately 28 parking spaces in the parking garage belonging to the Property Sold.

In the underground parking garage that is part of the Property Sold there is an archive/storage room which shall remain the property of Vendor. Buyer shall therefore be obligated to create a building and development right for the benefit of Vendor - or an entity designated by Vendor - with regard to the ownership of this archive/storage room in the underground parking garage belonging to the Property Sold.

These building and development rights shall be created in accordance with the conditions and provisions incorporated in the Transfer Deed. The cost of creating the building and development rights shall be for the account of Vendor (or the respective builder/developer).

10.7. Based on the park management rules, the management and maintenance of the underground parking garage that is part of the Property Sold shall be handled by the Cooperation. In this context the Cooperation shall enter into a lease agreement with BB-light concepts for LED lighting in the underground parking garage. This LED lighting shall therefore not become the property of Buyer.

11.       Characteristics of the Property Sold

11.1. The Property Sold shall be delivered by Vendor as a turnkey project on the Transfer Date. Turnkey shall mean that:

a. the Property Sold and all other works belonging to the Property Sold are completely and entirely ready for use;

b. the Building is functioning fully and normally;

c. all technical facilities of the Property Sold as mentioned in the Technical Specifications are already configured to the extent possible;

d. if the technical fixtures mentioned above are not yet fully configured because they cannot yet be fully configured, they shall be configured promptly for the account of Vendor as soon as it is possible to do so;

e. the Property Sold is unlocked and accessible as usual;

f. the Property Sold satisfies and meets the requirements and regulations imposed by the authorities and/or the utility companies and has all applicable and required permits.

11.2.    The sole responsibility for the completeness and feasibility of the Phase Documents and the Technical Specifications and for any modifications or additions thereto on the basis of the provisions in this Agreement shall rest with Vendor in the sense that Vendor shall not be entitled to any Extra Work or additional payment with regard to materials and/or activities that are necessary for a normal, proper and complete implementation of the Phase Documents and the Technical Specifications and for any modifications or additions thereto on the basis of the provisions in this Agreement, even if the materials/activities are not mentioned in the Phase Documents and the Technical Specifications or any modifications or additions thereto on the basis of the provisions in this Agreement.

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11.3.    Vendor shall be authorized to change the Phase Documents or the Technical Specifications without the prior approval of Buyer if:

a. the modification is reasonably necessary from a technical viewpoint; and

b. the modification does not diminish the quality in the broadest sense of the word, including the life span of the Building; and

c. the modification does not have any structural consequences for the Building; and

d. the modification does not change the architectural aspect of the Building, either inside or outside; and

e. no environmental permit or modification of the granted Environmental Permit is required; and

f. the modification does not entail - directly or indirectly -any increase in operating costs, including maintenances or repair costs in the Property Sold or parts thereof.

11.4. Any modification of the Phase Documents or the Technical Specifications that do not satisfy the provisions of Article 11.3 shall require the approval of Buyer. Buyer may not withhold such approval on unreasonable grounds. Buyer shall be authorized to subject the approval of the Phase Documents and Technical Specifications to other (reasonable) conditions if they do not satisfy the provisions set forth in Article 11.3. When granting or refusing its consent, Buyer shall, in its evaluation, take into account the special life span objectives of Vendor with regard to 'Park 20|20' office park and the principles of Cradle-to-Cradle.

11.5. Buyer must notify Vendor about whether it approves the modification of the Phase Documents that does not satisfy the conditions set forth in Article 11.3 within ten (10) working days after Vendor's written request (including by e-mail). If Buyer does not notify Vendor within the mentioned period, the approval is considered granted.

11.6. If the Phase Documents and/or Technical Specifications mention product names, brand names and supplier names and if Vendor wishes to change them in the sense that it wishes to use other product names, brand names and supplier names, Buyer shall grant its approval if the product names, brand names and supplier names are equivalent to those mentioned in the Phase Documents and/or Technical Specifications. If Vendor wishes to change the Phase Documents or the Technical Specifications in the manner described in the previous sentence, it must demonstrate such equivalence to Buyer's satisfaction. The costs of such demonstration and the extra costs, if any, of the product names, brand names and supplier desired by Vendor shall be for the account of Vendor.

11.7. Vendor may not derive any claims against Buyer from the approval granted by Buyer as set forth in the previous articles, except that Vendor shall then be entitled to implement the modifications as set forth in these articles for its own account and risk, notwithstanding the obligation of Vendor to satisfy any further conditions.

11.8. During the development of the Building Buyer has the right to ask Vendor to make changes to the Phase Documents and Technical Specifications even after Buyer has approved them. These modifications shall then be qualified as extra work or less work. Vendor shall be obligated to cooperate in such modifications unless Vendor and Buyer reach a comprehensive agreement concerning the costs incurred in connection with the modification and the possible (financial) consequences of an extension of the construction time.

12. Vendor's guarantees

12.1. Vendor guarantees that:

a. Vendor is authorized to transfer the Lot at the time the Transfer Deed is signed;

b. to date, no regulations have been issued or announced by the authorities in writing regarding the Lot which have not yet been implemented, or which have been implemented by the authorities but have not yet been paid;

c. to date, no maintenance decisions have been announced or notified by the authorities with regard to the Lot;

d. no obligations under hire-purchase agreements, options and/or contractual preemption rights concerning the plot exist presently and that none will exist on the signature date of the Transfer Deed;

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e. the Lot will not be encumbered by any lease, will be free from claims and will not be used by third parties without rights or title on the signature date of the Transfer Deed;

f. there are no other hereditary easements and/or qualitative obligations in the sense of Article 6:252 of the Civil Code and/or automatic transfer provisions and/or restricted rights and/or other encumbrances than those mentioned in the Transfer Deed;

g. there are no restricted rights (sufferance obligations) as provided for in the Private-Law Obstruction Act;

h. Vendor is not aware of any public-law restrictions concerning the Property Sold as provided for in the Recognizable Public-Law Restrictions Act;

i. there is currently no pending lawsuit, binding advice, arbitration or mediation procedure and none has been announced;

j. there are no facts or circumstances that stand in the way of the use of the Property Sold indicated in Article 14.2.a or of the construction of the Building, and that this will also be the case on the Transfer Date.

k. Vendor will comply with all obligations towards the Contractors under the Contractor Agreement;

l. the (sub-)contractors, installers, suppliers and other parties hired by Vendor in constructing the Building will not and/or may not exercise any rights of retention on the Transfer-Buyer date;

m. Under the agreements Vendor has met and will meet all due obligations with third parties with regard to the construction of the Building on the Transfer-Buyer Date, among which the Municipality of Haarlemmermeer, and that in this matter Buyer is not subject to any obligations other than those mentioned in this Agreement, in either case only to the extent that non-compliance with these obligations does not entail an immediate disadvantage for Buyer;

n. all permits required for the implementation of the Property Sold (by the authorities), if necessary as a consequence of municipal and other (government) regulations in force at the time of the application for the construction work, including the regulations regarding telecommunications and other utilities have either been granted or will be granted in the near future;

o. the Building is built in accordance with the permits granted and to be granted, which must be requested by and for the account of Vendor as set forth above, and that the Environmental Permit and the Building satisfies, at the time of the Transfer-Buyer, all municipal and other government regulations in force at the time the application for the respective permit is submitted, including the regulations regarding telecommunications and other utilities;

p. the Property Sold satisfies all relevant (government) regulations and provisions issued by the utility companies;

q. the Property Sold can be developed, built on and used in conformity with the provisions in this Agreement;

r. the management is and will be well-run and sound;

s. no subsidies have been requested from or granted by the government with regard to the Property Sold as a result of which Buyer must fulfill certain obligations, and that Vendor will not request such subsidies unless Buyer addresses a request to this effect to Vendor, in which case the (application for the) subsidy shall be for the account and risk of Buyer occur;

t. the Environmental Permit is irrevocable at the time of the Transfer to Buyer, and that whatever has been built based on an invalid Environmental Permit may be handled by having the court invalidate the Environmental Permit in full or in part, and that in a later court verdict it is explicitly decided that based on the Environmental Permit the completed construction work may remain standing and that the municipality is prepared to cooperate in legalizing the construction work;

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u. the Building is accessible to persons after the Transfer via proper infrastructure facilities and that there is an expediting facility adjacent to the room in which the internal expediting facility of the Building is planned. If and to the extent that Vendor still performs (must perform) construction work on adjacent lots at the time of the Transfer, and if this work restricts/hinders the accessibility of the expediting facility, a temporary provisional expediting facility, which requires the prior approval of Buyer, is sufficient. Vendor shall make every effort to ensure that the provisional expediting facility will be operative no longer than is reasonably necessary. Additionally, the infrastructure accessibility to the expediting facility must in either case be final (i.e., the provisional expediting facility shall be closed) on the first of the following dates:

- if the work on the buildings on adjacent lots has been completed;

- when the adjacent buildings will be transferred; or

- five years after the Transfer.

12.2. Vendor holds Buyer harmless against all claims filed by (sub-)contractors and/or third parties under agreements that Vendor entered into or will enter into with such (sub-)contractors and/or third parties regarding the development and construction of the Building.

12.3. Buyer shall inform Vendor in writing as soon as possible, but at the latest within 3 months after the creation of a claim as set forth above, about all claims based on the guarantees mentioned in this article.

12.4. The guarantees mentioned in this article shall not affect the obligations of Vendor during the maintenance periods and other guarantees granted in this Agreement.

13. Environment

13.1. The following soil and groundwater tests have been conducted on behalf and for the account of the Municipality of Haarlemmermeer, the results of which have been complied in the following reports:

- "Soil test 'Hoek Rijnlanderweg/Taurusavenue' in Hoofddorp" dated the 6th of September two thousand seven (6 September 2007) with project number T.07.4949;

- "Soil and asphalt test 'Parkeerterrain Delphinus'in Hoofddorp" dated the tenth of September two thousand seven (10 September 2007) with project number T.07.4947;

- "Exploratory soil test 'Taurusavenue (formerly industrial park Beukenhorst-Zuid' in Hoofddorp" dated the twentieth of March of two thousand eight (20 March 2008) with project number T.08.5144;

- "Exploratory soil test Beukenhorst-Zuid, Lot 4 Taurusavenue in Hoofddorp" dated the nineteenth of November two thousand thirteen (19 November 2013) with project number 21267-4.

13.2.    Grontmij Nederland B.V. has carried out the following exploratory soil test and ground water test on behalf and for the account of the Province North-Holland, the results of which have been compiled in the following report:

- "Exploratory soil test and ground water test" subtitled "Aansluting N201 op A4 en Beukenhorst-Oost te Haarlemmermeer" dated the twenty-sixth of March two thousand nine (26 March 2009) with project number 265742 and reference number 311601.

13.3. Buyer has taken note of the contents of the afore-mentioned soil reports. Copies of the soil reports have been attached to the Agreement as Annex 14.

13.4. Vendor declares in addition that it is not aware:

a. of any contamination in the soil of the Lot with toxic, chemical and/or other (hazardous) materials to such an extent that it can be expected that this contamination will require decontamination or other measures based on the now applicable environmental legislation and/or environmental jurisdiction;

b. of any (underground) storage tanks such as oil and septic tanks on the Lot; or

c. of any asbestos materials or other materials deleterious to the health in the Property Sold.

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13.5.    Vendor guarantees that the quality of the soil on the Transfer date to Buyer shall be such that it is not any impediment to the intended use of the Building as mentioned in Article 14.2.a.

14.       The Vendor's disclosure obligation; the Buyer's examination obligation

14.1.    Vendor guarantees that it has disclosed to Buyer all relevant information regarding the Property Sold which must be brought to the attention of Buyer, with the understanding that Vendor does not have to disclose to Buyer facts which are known or should have been known to Buyer based on its investigations.

14.2. Buyer declares:

a. that it intends to use the Property Sold as an office building with accessory facilities (experience center) and other accessories; and

b. that it accepts all encumbrances, obligations and restrictions with regard to the Property Sold under this Agreement.

15.       Plan

15.1.    Vendor and Buyer have jointly approved the Plan. Both Vendor and Buyer will make every effort to implement the Plan.

15.2.    According to the Plan, the startup of the construction is expected to be April 2015 and the aimed-for Transfer Date to Buyer is expected to be 15 May 2016. In order to ensure that the Transfer to Buyer can take place on 15 May 2016, Buyer must make certain decisions on installation work and (possibly) Extra Work. The Plan must therefore be accompanied by a decision diagram. This decision diagram must show the dates on which Buyer must make certain decisions concerning specific parts of the installation work and (possibly) Extra Work. If Buyer does not make the decisions included in the decision diagram promptly, Vendor cannot be held responsible for any resulting delays in the Transfer to Buyer.

15.3.    If the Transfer to Buyer does not take place by 15 May 2016, the Transfer to Buyer shall be postponed until 1 July 2016 at the latest, in which case the provisions of this Agreement shall apply as if the later transfer date were the original Transfer Date. If subsequently the Transfer to Buyer does not take place by 1 July 2016 and if this delay can be attributed to Vendor, Vendor shall owe to Buyer a fine in the amount of €2,000 per day, notwithstanding the possibility of Buyer to also claim damages.

15.4.    In case of a liability of Vendor towards Buyer under the Agreement, the total compensation (under whatever name, including fines and damages) owed by Vendor to Buyer shall not exceed 15% of the total amount of the final Purchase Price and the costs of the Extra Work. The formula for calculating the maximum shall therefore be: 0.15 x (final Purchase Price + costs for Extra Work).

16. Buyer construction meeting

16.1. To monitor the progress and quality of the construction of the Building, the Vendor and the Buyer will regularly (at least once every three weeks) meet in a so-called buyer construction meeting. In the buyer construction meeting, the Vendor and the Buyer will each be represented by their respective board members and/or designated replacement and/or by their project managers.

16.2. The Buyer's construction team consists of all advisers/experts necessary for the construction of an office building. In principle, the advisers/experts from the Vendor's construction team do not attend the buyer construction meetings. If the Buyer has specific questions for the advisers/experts on the Vendor's construction team in relation to the construction of the Building or the Fitting-out activities, the Buyer may request the Vendor in writing to invite the relevant experts from the Vendor's construction team to a buyer construction meeting. The Vendor will then make every effort to ensure that the relevant adviser/expert attends the buyer construction meeting as requested by the Buyer.

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17. Drafting of Phase Documents

17.1. Drafting of Preliminary Design in Final Design (VO in DO)

17.1.1. The Buyer has approved the VO and the Technical Descriptions. The Vendor will draft the VO in the DO and, insofar as this is necessary, adjust the Technical Descriptions in the DO. The DO requires the written approval of the Buyer. The Buyer can only withhold approval of the DO if and insofar as the DO is in violation of the Technical Descriptions (insofar as the established VO does not deviate from these) and/or the established VO. If and insofar as the Technical Descriptions change as a result of the drafting of the VO in the DO, these changed Technical Descriptions will form part of the DO to be approved by the Buyer.

17.1.2. The Buyer will express himself in writing regarding the DO within 15 working days of receipt of the DO. If the Buyer withholds approval of the DO, the Buyer will do so in writing and will substantiate this decision. If the Buyer has not informed the Vendor of his decision within 15 days of receipt of the DO, then the approval is considered to have been granted. Following the approval of the DO, the VO and previous design documents are deemed to have been incorporated in the DO.

17.2. Design of green areas

17.2.1. The Buyer is aware of the public nature of the 'Park 20|20' office park and of the fact that the Plot cannot be physically closed off from the rest of the office park, as also further described in the park management provisions (Appendix 11) and the Deed of Delivery. However, the Buyer has indicated that he wants to prevent the area around the Building, not including the foot paths, from being intensively used by third parties wherever possible. That is why, in the design of the green areas around the Building, the Vendor will take into account the Buyer's wish to prevent disruption and, through the design, guarantee the Buyer some degree of privacy, as has been established in the VO (site plan with green areas).

17.3. Contents of Phase Documents

17.3.1. The Phase Documents in any case include the status quo when it comes to technology, finances, specification, quality and planning. Without the approval of a Phase Document, the next phase cannot be implemented.

17.3.2. In the drafting and/or changing of the Phase Documents, the Parties will monitor the (possible) consequences for obtaining the BREEAM certificate.

17.4. Disputes

17.4.1. If, based on the provisions defined above, the Buyer needs to grant specific approval and the Buyer refuses to grant this approval for reasons that the Vendor does not agree with, then the Vendor has the right to submit the refusal to grant approval to three experts, who will provide a binding advice regarding the right or wrong refusal of the approval.

17.4.2. If the Vendor wishes to submit the withheld approval to the three experts, the Vendor will inform the Buyer about this in writing. In this case, if the Buyer and the Vendor fail to reach an agreement about the approval by the Buyer within five working days, the Vendor and the Buyer will each appoint an expert within five working days, and both designated experts will together appoint a third expert within five working days.

17.4.3. If one of the Parties does not appoint an expert as stated in the previous paragraph, or if both designated experts fail to appoint a third expert within the term stated in the previous paragraph, the expert(s) still required will be appointed at the request of one of the Parties by the Court of Amsterdam, cantonal court sector.

17.4.4. The experts shall have access to all information that the experts consider useful or essential. The experts shall decide by a majority vote. The experts shall inform the Vendor and the Buyer of their advice in writing within ten (10) working days of their appointment. They will also determine which Party will bear the costs of the advice. The advice is binding for the Vendor and the Buyer.

18. Supervising the construction

18.1. The Buyer may seek advice from an expert such as a construction consultant at his own expense. The Buyer may replace the expert at any time through a written announcement of this addressed to the expert and the Vendor, stating the new expert to be appointed. The expert is in turn authorized to seek the support of third party advisers/experts. All reports of the buyer construction meetings and the Vendor construction meetings will immediately be provided to the Buyer and/or the expert. The Vendor will provide these reports in Dutch.

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18.2. The Vendor will ensure that the expert, or the third party appointed by the expert during the construction of the Building, is given the opportunity to access the construction site during working hours and to carry out inspections in order to properly perform his task. Both the expert and the third party appointed by the expert must comply with the safety requirements of the Vendor, as specified by the appointed supervisor such as the head of the construction site or the chief foreman of the Contractor, that apply to the construction site. The expert will in no way relieve the Vendor of any responsibility for further developments and construction of the Building.

19. Completion/Delivery

19.1. The Buyer Delivery will take place in accordance with the provisions of paragraphs 9 and 10, sections 1 and 2 of the UAV [Uniform Administrative Conditions], with the provision that "contractor" refers to the Vendor and "client" and/or "board" refers to the Buyer, and the provisions of Article 3.2.

19.2. The Buyer Delivery will take place pursuant to the provisions of this Agreement. The Vendor Delivery will take place pursuant to the provisions of the Building Contract and the Construction Documents. The Vendor and the Buyer shall make every effort to ensure that the Vendor Delivery and the Buyer Delivery take place on the same day (at the same time). The Vendor will include any Delivery Faults in the inspection list for the official report of delivery for the Vendor Delivery.

19.3. The Buyer will grant the approval as referred to in paragraph 9 of the UAV through a signature of approval of the Official Report of Delivery.

19.4. The Parties have agreed a maintenance term as referred to in paragraph 11 of the UAV of 6 months for the construction part of the Building and 12 months for the technical installations. During the maintenance term, the defects and failures observed in the Buyer Delivery as well as during the maintenance term will be resolved as soon as possible by or on behalf of the Vendor, but in any case within 15 working days after observing the relevant defect or failure. The term of 15 working days is extended by the time for which the delivery of the construction materials and/or services required in order to resolve the issue stagnates due to external circumstances. The Vendor will indemnify the Buyer for claims by third parties pursuant to agreements that the Vendor concludes with these third parties in relation to the activities to be carried out by the Vendor during the maintenance term.

19.5. Without prejudice to the other provisions in this Agreement, the Vendor will no longer be liable for failures to the Property Sold from the day on which the Buyer Delivery takes place.

19.6. In order to increase the guarantee of recovery of the Delivery Defects by the Vendor, the Buyer is entitled to deposit part of the Purchase Price in the amount of the estimated costs of recovery of the Delivery Defects, as specified in the Official Report of Delivery, in a third party account managed by the notary. The conditions and provisions of this deposit will be set out in a Deposit Agreement in accordance with the model of the Deposit Agreement that is attached to the Agreement as Appendix 15.

20. BREEAM

20.1. In the Declaration of Intent, the Parties have agreed that the Building, upon delivery, shall meet the requirements for a BREEAM certificate with a score of "excellent". The Parties have further explored whether a LEED certificate with a score of "platinum" could be obtained for the Building as an alternative. The Parties have concluded that a LEED certificate with a score of "platinum" is not a feasible alternative.

20.2. On the Delivery Date, the Vendor will provide the Buyer with the BREEAM design certificate in relation to the Building. The Buyer is aware that (i) the BREEAM delivery certificate can only be obtained once the Buyer has fully completed his construction activities and has moved into the Building and (ii) obtaining the BREEAM delivery certificate is (partly) dependent on the installation activities that the Buyer is carrying out in the Building, the materials that the Buyer uses for the installation and the Buyer's use of the Building. The Parties therefore undertake to each make every effort to ensure that the BREEAM delivery certificate can be delivered to the Buyer no later than one year after the Delivery Date.

21. Deposit and Bank Guarantee

21.1. In the Declaration of Intent, the Parties have agreed that the Buyer must deposit an amount in the sum of ten percent (10%) of the provisional Purchase Price with the Notary. The Buyer has met this obligation, which is shown by the Deposit Agreement. The terms and conditions and provisions of the Deposit Agreement will remain applicable to the deposit. This deposit will be deducted from the first installment of the Purchase Price on the Delivery Date, as stated in Article 7.1.

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21.2. As a guarantee for the fulfillment of his obligations, on the Delivery Date the Buyer will provide the Vendor with a written bank guarantee for an amount of ten percent (10%) of the provisional Purchase Price minus the first term as stated on the Payment Schedule, therefore an amount of €803,000.00 (€10,960,000.00 minus €2,930,000.00 = €8,030,000.00 x 10%) and with ten percent (10%) of the compensation for the Additional Work, the extent of which will at that point be known, plus sales tax.

The bank guarantee must in any case:

a. be unconditional and last until at least three months after the intended Delivery Date;

b. be issued to the Vendor by a credit institution or an insurance company with a license as referred to under the Financial Supervision Act or by a well-known foreign bank with a good reputation, at the sole discretion of the Vendor; and

c. contain the clause that at the first request, and without any further requirements, the Vendor will be paid the amount of the bank guarantee of the Vendor.

The bank guarantee ends the additional payment of the last installment as stated on the Payment Schedule, regardless of whether part of that last installment is paid by deposit in accordance with Article 19.6.

The ultimate text of the bank guarantee must be approved by the Vendor in writing.

The amount of the bank guarantee will be reduced each time during the construction period, in accordance with the installments of the Purchase Price that have been paid.

22. Dissolving conditions

22.1. The Agreement is concluded under the binding conditions that:

a. the Environmental License is not granted on the Delivery Date at the latest and the Vendor relies on this dissolving condition; and/or

b. there is an obligation on the Delivery Date to offer the Property Sold to the municipality, the province or the State of the Netherlands based on the Municipal Preferential Rights Act, unless the Parties have agreed otherwise in writing.

22.2. If a dissolving condition is fulfilled, this will be back-dated between the Parties up to the point at which the Agreement was concluded.

23. Loss, damage, expiration

23.1. If the Property Sold are fully or partially lost before the Delivery Date or if they are in any way substantially damaged by a circumstance that cannot be attributed to the Buyer, the Buyer can dissolve the Agreement through written notice thereof to the Vendor.

23.2. The Vendor must notify the Buyer immediate of any damage to the Property Sold as referred to in Article 23.1. For 20 working days from the date of receipt of a written notification as referred to in the sentence above, the Buyer has the right to dissolve this Agreement through a written notification as referred to in Article 23.1, unless the Buyer is unable to determine within that term whether the Vendor has a claim against an insurer or third parties as referred to in Article 23.5.b, in which case the term can be extended by 20 working days by the Buyer through a written notification to the Vendor.

23.3. During the term referred to in Article 23.2, the Vendor will provide the Buyer or the Buyer's employees and advisers with access to all correspondence from or to and agreements with the insurance companies involved, and other relevant documents of these insurance companies.

23.4. At the end of the term referred to in Article 23.2, the Buyer's right to dissolve this Agreement will expire.

23.5. If this Agreement is not dissolved as a result of the provisions of Article 23.1 because the Buyer has failed to provide the required notice of dissolution (in good time), as provided by that article:

a. the Property Sold are delivered in the condition in which it is on the Delivery Date; and

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b. the Vendor will transfer all rights to the Buyer that can be exerted against any insurance company and others on whatever legal grounds, insofar as these rights are related to the compensation of damage done to the Property Sold.

24. Force majeure, risk, insurance policies

24.1. If a Party is unable to fully meet his obligations, within the foreseeable future, as a result of a failure that cannot be attributed to him (force majeure), the purchase will be dissolved following a written statement from the other Party to that effect. An exception is made if the seriousness or the nature of the failure does not warrant the dissolution of the Agreement and the consequences thereof.

24.2. The risk of the Plot will transfer from the Vendor to the Buyer on signing the Deed of Delivery, without prejudice to the Contractor's obligation to keep the Plot insured during the entire construction of the Building based on an All-Risk Insurance policy.

24.3. The Buyer will not take over any insurance policy in relation to the Property Sold.

25. Failure

25.1. If the bailiff's writ shows a Party to be in default, or if a Party is in serious breach of the agreement in relation to one or several of its obligations for eight (8) days after the day on which the bailiff's writ was published, including the late payment of the guarantee amount or the lack of a timely correct bank guarantee, the Party in question is in default and the other Party will have a choice (subsidiary or not) between:

a. extending the implementation of the Agreement, in which case the Party that is in default after the aforementioned term of eight (8) days must pay a fine in the amount of ten percent (10%) of the Purchase Price for each day until the date on which they meet their obligations.

b. dissolving the Agreement through a written statement and claiming an immediately payable fine of ten percent (10%) of the Purchase Price.

25.2. Fines paid or payable are deducted from any damages owed plus interest and costs.

25.3. Any sales tax payable on the fine is included in this.

26. Previous arrangements/amendments/additions

26.1. The Agreement shall replace all previous agreements made between the Parties regarding the purchase of the Property Sold.

26.2. Changes and additions to the Agreement only have a legal basis between the Parties if these have been recorded in writing and legally signed by the Parties.

27. Role of the Civil-law Notary and Houthoff Buruma as the Party adviser

27.1. Referring to the Rules of Professional Conduct of the Royal Notarial Association (Koninklijke Notariële Beroepsorganisatie), the Parties expressly state that they agree that:

a. Houthoff Buruma and the Notary have acted as advisers of the Vendor in the legal actions observed in this Agreement and can later act as advisers of or on behalf of the Vendor in the event of a dispute in relation to this Agreement or any legal actions included in it or related to it; and

b. the Notary authenticates the Deed of Delivery, despite the fact that this notary is associated with Houthoff Buruma.

27.2. The general terms and conditions upheld by Houthoff Buruma apply to the services to be provided by the Notary (and Houthoff Buruma), and these contain a limitation of liability. A copy of the general terms and conditions has been attached to the Agreement as Appendix 16.

28. Governing law and jurisdiction

28.1. The Agreement is governed by Dutch law.

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28.2. The Court of Amsterdam has the jurisdiction to hear first instance litigation which has arisen as a result of the Agreement. There is a dispute if a Party notifies the other Party of this.

28.3. The General Extension of Time-Limits Act applies to the terms stated in the Agreement.

29. Miscellaneous

29.1. The considerations are part of the Agreement.

29.2. The Appendices form part of the Agreement and are inextricably linked to it. A reference to the Agreement will therefore also include a reference to the Appendices. In the event of a conflict between the provisions of the Agreement and the provisions of the Appendices, the provisions of the Agreement shall prevail.

29.3. Written notifications referred to in the Agreement also include e-mail correspondence, unless expressly stated otherwise.

29.4. The Parties' obligations to each other as a result of the Agreement are, unless and insofar as the nature and scope of the obligations in question do not expressly provide otherwise, indivisible.

29.5. For the purpose of the Agreement and its consequences, until the Deed of Delivery is signed, the Parties will choose their registered office as the Notary's office.

29.6. By countersigning the Agreement, the Notary states that he will cooperate with any transfer of contracts as referred to in Article 2, take on the Notary's obligations pursuant to the Agreement and the authorizations and powers provided to the Notary.

29.7. If a provision of the Agreement turns out to be void or voidable, this does not affect the validity of the other provisions of the Agreement, insofar as the provision in question does not relate to the calculation or payment of the Purchase Price.

29.8. The failure by a Party to exercise its rights pursuant to the Agreement cannot be interpreted as the waiver of these rights.

29.9. The dissolving conditions between the Vendor and the Buyer will no longer be effective when signing the Deed of Delivery. Any suspensive conditions agreed between the Vendor and the Buyer will be deemed to have been met when signing the Deed of Delivery.

29.10. In the Deed of Delivery, the Parties will waive the right to dissolve the Agreement and the agreement set out in the Deed of Delivery.

29.11. The most recent date on which a Party has signed this deed will apply as the date of signature of the Agreement.

29.12. The titles of articles are only intended to improve readability. Neither of the Parties can derive any rights from the titles of articles.

29.13. The Parties are obliged to keep (the contents of) the Agreement and all related information confidential. Violation of this duty of confidentiality by a Party shall lead to liability for all of the damages incurred by the other Party as a result of this.

- Signatures on next page -

21

Signature page belonging to the purchase agreement between Park 20|20 Plantronics C.V. and Plantronics B.V. in relation to the Plantronics building in Hoofddorp, signed in Hoofddorp on 12 December 2014:

/s/ C.C. Zachariasse	/s/ R. van den Broek
Park 20|20 C.V.	Park 20|20 C.V.
by: Park 20|20 Beheer B.V.	by: Park 20|20 Beheer B.V.
by: C.C. Zachariasse	by: R. van den Broek
	by: authorized representative M.R. Bouwens
/s/ M. Bezemer	/s/ R.R. Frankfort
Plantronics B.V.	Plantronics B.V.
by: M. Bezemer	by: R.R. Frankfort
/s/ D. de Jong
Civil-law Notary
by: D. de Jong
/s/ C.C. Zachariasse	/s/ R. van den Broek
Park 20|20 Plantronics C.V.	Park 20|20 Plantronics C.V.
by: Park 20|20 Beheer B.V.	by: Park 20|20 Beheer B.V.
by: C.C. Zachariasse	by: R. van den Broek
	by: authorized representative M.R. Bouwens

22

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.

February 4, 2015
	/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.

February 4, 2015
	/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 December 27, 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:	February 4, 2015

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 December 27, 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:	February 4, 2015

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		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Gain on foreign exchange contracts	$ 2,183	$ (372)	$ 5,160	$ (1,564)

XML

STOCK-BASED COMPENSATION Stock Option Activity (Details) (Stock Options [Member], USD $) Share data in Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 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	298
Options exercised	(544)
Options forfeited or expired	(40)
Options outstanding at December 31, 2014	1,648
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price of options outstanding, March 31, 2014	$ 31.91
Weighted average exercise price of options granted	$ 47.11
Weighted average exercise price of options exercised	$ 27.49
Weighted average exercise price of options forfeited or expired	$ 39.83
Weighted average exercise price of options outstanding, December 31, 2014	$ 35.92
Weighted average remaining contractual life of options outstanding at December 31, 2014	4 years 73 days
Aggregate intrinsic value of options outstanding at December 31, 2014	$ 29,375,000
Vested and expected to vest at December 31, 2014	1,610
Weighted average exercise price of options vested and expected to vest at December 31, 2014	$ 35.68
Weighted average remaining contractual life of options vested and expected to vest at December 31, 2014	4 years 37 days
Aggregate intrinsic value of options vested and expected to vest at December 31, 2014	29,097,000
Exercisable at December 31, 2014	1,117
Weighted average exercise price of options exercisable at December 31, 2014	$ 31.97
Weighted average remaining contractual life of options exercisable at December 31, 2014	3 years 110 days
Aggregate intrinsic value of options exercisable at December 31, 2014	24,315,000
Total intrinsic value of options exercised	11,600,000	15,100,000
Total cash received as a result of stock option exercises, net of taxes	14,900,000
Total unrecognized compensation cost related to unvested stock options	$ 4,700,000
Weighted average period of recognition for unrecognized compensation cost related to unvested stock options	2 years 0 days

XML

COMPUTATION OF EARNINGS PER COMMON SHARE (Tables)

9 Months Ended

Dec. 31, 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 and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
(in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	30,384	$	34,383	$	86,477	$	84,474
Denominator:
Weighted average common shares-basic	41,901		42,441		41,780		42,647
Dilutive effect of employee equity incentive plans	799		787		894		907
Weighted average common shares-diluted	42,700		43,228		42,674		43,554
Basic earnings per common share	$	0.73	$	0.81	$	2.07	$	1.98
Diluted earnings per common share	$	0.71	$	0.80	$	2.03	$	1.94
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	130		268		442		173

XML

COMPUTATION OF EARNINGS PER COMMON SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Net income	$ 30,384	$ 34,383	$ 86,477	$ 84,474
Earnings Per Share, Basic and Diluted [Abstract]
Weighted average common shares-basic	41,901	42,441	41,780	42,647
Dilutive effect of employee equity incentive plans	799	787	894	907
Weighted average common shares-diluted	42,700	43,228	42,674	43,554
Basic earnings per common share	$ 0.73	$ 0.81	$ 2.07	$ 1.98
Diluted earnings per common share	$ 0.71	$ 0.80	$ 2.03	$ 1.94
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	130	268	442	173

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Mar. 31, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated unrealized gain (loss) on cash flow hedges	$ 1,912	[1]	$ (1,411)	[1]
Accumulated foreign currency translation adjustments	4,015		3,887
Accumulated unrealized gain (loss) on investments	(3)		162
Accumulated other comprehensive income	$ 5,924		$ 2,638

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

XML

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

9 Months Ended

Dec. 31, 2014

Balance Sheet Related Disclosures [Abstract]

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	December 31,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	182,103		$	159,592
Provisions for returns	(7,623		)	(6,201		)
Provisions for promotions, rebates, and other	(15,934		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(1,224		)	(287		)
Accounts receivable, net	$	157,322		$	138,301

Inventory, net:

	December 31,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,385	$	28,071
Work in process	1,609		985
Finished goods	29,730		28,076
Inventory, net	$	57,724	$	57,132

Accrued Liabilities:

	December 31,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	33,844	$	32,280
Warranty obligation	8,324		7,965
Income taxes payable	—		3,092
Accrued other	23,430		23,514
Accrued liabilities	$	65,598	$	66,851

The Company's warranty obligation is included as a component of accrued liabilities on the condensed consolidated balance sheets. Changes in the warranty obligation during the nine months ended December 31, 2014 and 2013 were as follows:

	Nine Months Ended			Nine Months Ended
(in thousands)	December 31, 2014			December 31, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	7,880			7,234
Deductions for warranty claims processed	(6,960		)	(7,272		)
Adjustments related to preexisting warranties	(561		)	(5,409		)	(1	)
Warranty obligation at end of period	$	8,324		$	7,963

⁽¹⁾During the third quarter of fiscal 2014, the Company identified an immaterial out of period error related to its estimated warranty obligation. The Company recorded a $5.0 million correction in the quarter ended December 31, 2013 which decreased its cost of revenues by approximately $2.4 million and increased net income by approximately $2.1 million.

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REVENUE AND MAJOR CUSTOMERS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014 Customer	Dec. 31, 2013 Customer	Dec. 31, 2014 Customer	Dec. 31, 2013 Customer	Mar. 31, 2014 Customer
Revenue from External Customer [Line Items]
Net revenues	$ 231,781	$ 212,739	$ 664,248	$ 609,537
Number of major customers, ten percent or greater, net revenues	0	0	0	0
Number of major customers, ten percent or greater, net accounts receivable					0
US [Member]
Revenue from External Customer [Line Items]
Net revenues	123,092	113,042	371,256	350,155
Europe and Africa [Member]
Revenue from External Customer [Line Items]
Net revenues	63,940	58,997	164,760	146,476
Asia Pacific [Member]
Revenue from External Customer [Line Items]
Net revenues	28,778	25,917	84,011	73,077
Americas, excluding U.S. [Member]
Revenue from External Customer [Line Items]
Net revenues	15,971	14,783	44,221	39,829
Total international net revenues [Member]
Revenue from External Customer [Line Items]
Net revenues	108,689	99,697	292,992	259,382
Enterprise [Member]
Revenue from External Customer [Line Items]
Net revenues	161,591	146,636	470,624	437,764
Consumer [Member]
Revenue from External Customer [Line Items]
Net revenues	$ 70,190	$ 66,103	$ 193,624	$ 171,773
Ingram Micro [Member]
Revenue from External Customer [Line Items]
Number of major customers, ten percent or greater, net accounts receivable	1		1
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Ingram Micro [Member]
Revenue from External Customer [Line Items]
Concentration Risk, Percentage			11.00%

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013		Mar. 31, 2014
Accounts receivable, net [Line Items]
Accounts receivable	$ 182,103		$ 182,103			$ 159,592
Accounts receivable, net	157,322		157,322			138,301
Inventory, net [Abstract]
Raw materials	26,385		26,385			28,071
Work in process	1,609		1,609			985
Finished goods	29,730		29,730			28,076
Inventory, net	57,724		57,724			57,132
Accrued Liabilities [Abstract]
Employee compensation and benefits	33,844		33,844			32,280
Warranty obligation	8,324	7,963	8,324	7,963
Income taxes payable	0		0			3,092
Accrued other	23,430		23,430			23,514
Accrued liabilities	65,598		65,598			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			7,880	7,234
Deductions for warranty claims processed			(6,960)	(7,272)
Adjustments related to preexisting warranties			(561)	(5,409)	[1]
Warranty obligation at end of period	8,324	7,963	8,324	7,963
Warranty obligation correction	8,324	7,963	8,324	7,963
Cost of revenues	111,865	102,412	311,795	293,964
Net income	30,384	34,383	86,477	84,474
Provisions for returns [Member]
Accounts receivable, net [Line Items]
Accounts receivable, reserves	(7,623)		(7,623)			(6,201)
Provisions for promotions, rebates, and other [Member]
Accounts receivable, net [Line Items]
Accounts receivable, reserves	(15,934)		(15,934)			(14,803)
Provisions for doubtful accounts and sales allowances [Member]
Accounts receivable, net [Line Items]
Accounts receivable, reserves	(1,224)		(1,224)			(287)
Error related to estimated warranty obligation [Member] | Correcting adjustment [Member]
Accrued Liabilities [Abstract]
Warranty obligation		5,000		5,000
Changes in the Warranty Obligation [Roll Forward]
Warranty obligation at end of period		5,000		5,000
Warranty obligation correction		5,000		5,000
Cost of revenues		(2,400)
Net income		$ 2,100

[1] During the third quarter of fiscal 2014, the Company identified an immaterial out of period error related to its estimated warranty obligation. The Company recorded a $5.0 million correction in the quarter ended December 31, 2013 which decreased its cost of revenues by approximately $2.4 million and increased net income by approximately $2.1 million.

XML

CASH, CASH EQUIVALENTS, AND INVESTMENTS (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	$ 280,350	$ 232,704	$ 235,534	$ 228,776
Short-term investments (due in 1 year or less)	90,647	102,717
Long-term investments (due in 1 to 3 years)	112,796	100,342
Total cash, cash equivalents and investments measured at fair value, amortized cost	483,750	435,516
Total cash, cash equivalents and investments measured at fair value, gross unrealized gains	242	276
Total cash, cash equivalents and investments measured at fair value, gross unrealized losses	(199)	(29)
Total cash, cash equivalents and investments measured at fair value, fair value	483,793	435,763
Cash [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	275,851	232,704
Level 1 [Member] | Mutual Funds [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis	4,757	1,779
Available-for-sale Securities, gross unrealized gains	121	31
Available-for-sale Securities, gross unrealized losses	(75)	(3)
Available-for-sale Securities, fair value	4,803	1,807
Short-term investments (due in 1 year or less)	4,803	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	4,499
Available-for-sale Securities, amortized cost basis	203,142	201,033
Available-for-sale Securities, gross unrealized gains	121	245
Available-for-sale Securities, gross unrealized losses	(124)	(26)
Available-for-sale Securities, fair value	203,139	201,252
Short-term investments (due in 1 year or less)	85,844	100,910
Long-term investments (due in 1 to 3 years)	112,796	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	85,139	53,976
Available-for-sale Securities, gross unrealized gains	14	43
Available-for-sale Securities, gross unrealized losses	(67)	(9)
Available-for-sale Securities, fair value	85,086	54,010
Short-term investments (due in 1 year or less)	32,235	21,325
Long-term investments (due in 1 to 3 years)	52,851	32,685
Level 2 [Member] | Commercial Paper [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash and cash equivalents	4,499
Available-for-sale Securities, amortized cost basis	18,589	47,766
Available-for-sale Securities, gross unrealized gains	3	7
Available-for-sale Securities, gross unrealized losses	0	0
Available-for-sale Securities, fair value	18,592	47,773
Short-term investments (due in 1 year or less)	14,093	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	99,414	98,289
Available-for-sale Securities, gross unrealized gains	104	195
Available-for-sale Securities, gross unrealized losses	(57)	(17)
Available-for-sale Securities, fair value	99,461	98,467
Short-term investments (due in 1 year or less)	39,516	30,810
Long-term investments (due in 1 to 3 years)	59,945	67,657
Level 2 [Member] | CDs [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Available-for-sale Securities, amortized cost basis		1,002
Available-for-sale Securities, gross unrealized gains		0
Available-for-sale Securities, gross unrealized losses		0
Available-for-sale Securities, fair value		1,002
Short-term investments (due in 1 year or less)		1,002
Long-term investments (due in 1 to 3 years)		$ 0

XML

SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $)	0 Months Ended
	Jan. 26, 2015	Jan. 26, 2015
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends declared date	Jan. 26, 2015
Cash dividend payable per share	$ 0.15	$ 0.15
Dividend payable date	Mar. 10, 2015
Date of stockholders on record for dividends declared	Feb. 20, 2015

XML

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	1 Months Ended
	Jul. 31, 2014	Mar. 31, 2014 installment	Dec. 31, 2014
Gain Contingencies [Line Items]
Unconditional purchase obligations			$ 132,400,000
Insurance settlement received	2,200,000
Aliph, Inc and AliphCom, Inc. [Member]
Gain Contingencies [Line Items]
Litigation settlement payment, amount		8,000,000
Number of litigation payment installments		4
Litigation settlement, amount of each installment		$ 2,000,000

XML

CREDIT AGREEMENT (Details) (USD $)	0 Months Ended	9 Months Ended	0 Months Ended
	May 09, 2011	Dec. 31, 2014	Jan. 22, 2015	Mar. 31, 2014
Line of Credit Facility [Line Items]
Initiation date of credit agreement	May 09, 2011
Credit facility expiration date		May 09, 2018
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%
Subsequent Event [Member]
Line of Credit Facility [Line Items]
Latest amendment date of Credit Agreement			January 22, 2015
Unsecured revolving line of credit			100,000,000
Amount of potential increase for commitment			100,000,000
Total facility size			$ 200,000,000

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CASH, CASH EQUIVALENTS, AND INVESTMENTS

9 Months Ended

Dec. 31, 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 December 31, 2014 and March 31, 2014 (in thousands):

December 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	$	275,851	$	—	$	—		$	275,851	$	275,851	$	—	$	—
Level 1:
Mutual Funds	4,757		121		(75		)	4,803		—		4,803		—
Level 2:
Government Agency Securities	85,139		14		(67		)	85,086		—		32,235		52,851
Commercial Paper	18,589		3		—			18,592		4,499		14,093		—
Corporate Bonds	99,414		104		(57		)	99,461		—		39,516		59,945
Subtotal	203,142		121		(124		)	203,139		4,499		85,844		112,796
Total cash, cash equivalents and investments measured at fair value	$	483,750	$	242	$	(199	)	$	483,793	$	280,350	$	90,647	$	112,796

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 December 31, 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 gains or losses in the three and nine months ended December 31, 2014 and 2013.

There were no transfers between fair value measurement levels during the three and nine months ended December 31, 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, 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. For more information regarding the Company's derivative assets and liabilities, refer to Note 10, Foreign Currency Derivatives, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.

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STOCK-BASED COMPENSATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ 5,242	$ 4,255	$ 14,906	$ 11,933
Cost of revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	685	686	1,888	1,859
Research, development, and engineering [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	2,068	1,688	5,934	4,708
Selling, general, and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	4,677	3,669	13,300	10,429
Stock-based compensation expense included in operating expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	6,745	5,357	19,234	15,137
Total stock-based compensation [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	7,430	6,043	21,122	16,996
Income tax benefit [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ (2,188)	$ (1,788)	$ (6,216)	$ (5,063)

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FOREIGN CURRENCY DERIVATIVES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Gain (Loss) Included in Accumulated Other Comprehensive Income [Roll Forward]
Gain (loss) included in AOCI as of beginning of period	$ 2,601	$ (2,373)	$ (1,442)	$ 1,371
Amount of gain (loss) recognized in OCI (effective portion)	508	(222)	3,604	(3,868)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	231,781	212,739	664,248	609,537
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	(111,865)	(102,412)	(311,795)	(293,964)
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	1,157	(180)	210	(82)
Gain (loss) included in AOCI as of end of period	1,952	(2,415)	1,952	(2,415)
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)	1,220	(116)	61	(262)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	$ (63)	$ (64)	$ 149	$ 180

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Current assets:
Cash and cash equivalents	$ 280,350	$ 232,704
Short-term investments	90,647	102,717
Accounts receivable, net	157,322	138,301
Inventory, net	57,724	57,132
Deferred tax assets	11,349	11,776
Other current assets	25,597	13,657
Total current assets	622,989	556,287
Long-term investments	112,796	100,342
Property, plant, and equipment, net	139,292	134,402
Goodwill and purchased intangibles, net	16,140	16,165
Other assets	3,173	4,619
Total assets	894,390	811,815
Current liabilities:
Accounts payable	33,151	30,756
Accrued liabilities	65,598	66,851
Total current liabilities	98,749	97,607
Long-term income taxes payable	13,814	12,719
Other long-term liabilities	5,662	2,825
Total liabilities	118,225	113,151
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock	782	770
Additional paid-in capital	704,403	663,483
Accumulated other comprehensive income	5,924	2,638
Retained earnings	190,569	123,389
Total stockholders' equity before treasury stock	901,678	790,280
Less: Treasury stock, at cost	(125,513)	(91,616)
Total stockholders' equity	776,165	698,664
Total liabilities and stockholders' equity	$ 894,390	$ 811,815

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BASIS OF PRESENTATION

9 Months Ended

Dec. 31, 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 December 31, 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 and nine months ended December 27, 2014 and December 28, 2013 both contain 13 and 39 weeks, respectively. 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) (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014		Dec. 31, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	28.40%	30.10%	28.40%		32.20%
Risk-free interest rate	1.40%	1.10%	1.40%		0.90%
Expected dividend yield	1.20%	0.90%	1.30%		0.90%
Expected life (in years)	4 years 73 days	4 years 73 days	4 years 73 days		4 years 73 days
Weighted-average grant date fair value	$ 11.53	$ 10.15	$ 10.33		$ 11.15
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility			24.80%	[1]	24.90%	[1]
Risk-free interest rate			0.10%	[1]	0.10%	[1]
Expected dividend yield			1.30%	[1]	0.90%	[1]
Expected life (in years)			183 days	[1]	183 days	[1]
Weighted-average grant date fair value			$ 10.13	[1]	$ 9.58	[1]

[1] No purchase rights were granted under the ESPP during the three months ended December 31, 2014 and 2013.

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Dec. 31, 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   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Cost of revenues	$	685		$	686		$	1,888		$	1,859
Research, development and engineering	2,068			1,688			5,934			4,708
Selling, general and administrative	4,677			3,669			13,300			10,429
Stock-based compensation included in operating expenses	6,745			5,357			19,234			15,137
Total stock-based compensation	7,430			6,043			21,122			16,996
Income tax benefit	(2,188		)	(1,788		)	(6,216		)	(5,063		)
Total stock-based compensation, net of tax	$	5,242		$	4,255		$	14,906		$	11,933

Summary of Stock Option Activity

The following is a summary of the Company’s stock option activity during the nine months ended December 31, 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	298		$	47.11
Options exercised	(544	)	$	27.49
Options forfeited or expired	(40	)	$	39.83
Outstanding at December 31, 2014	1,648		$	35.92	4.2	$	29,375
Vested or expected to vest at December 31, 2014	1,610		$	35.68	4.1	$	29,097
Exercisable at December 31, 2014	1,117		$	31.97	3.3	$	24,315

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 nine months ended December 31, 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	653		$	45.16
Restricted stock vested	(441	)	$	38.63
Restricted stock forfeited	(82	)	$	40.99
Non-vested at December 31, 2014	1,302		$	42.55

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   December 31,						Nine Months Ended December 31,
Employee Stock Options	2014			2013			2014			2013
Expected volatility	28.4		%	30.1		%	28.4		%	32.2		%
Risk-free interest rate	1.4		%	1.1		%	1.4		%	0.9		%
Expected dividend yield	1.2		%	0.9		%	1.3		%	0.9		%
Expected life (in years)	4.2			4.2			4.2			4.2
Weighted-average grant date fair value	$	11.53		$	10.15		$	10.33		$	11.15
ESPP (1)
Expected volatility							24.8		%	24.9		%
Risk-free interest rate							0.1		%	0.1		%
Expected dividend yield							1.3		%	0.9		%
Expected life (in years)							0.5			0.5
Weighted-average grant date fair value							$	10.13		$	9.58

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COMMON STOCK REPURCHASES (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Equity [Abstract]
Remaining shares authorized for repurchase under program	336,210
Shares repurchased	596,290	1,281,907
Total cost of shares repurchased	$ 27,443	$ 56,754
Average cost per share of shares repurchased	$ 46.02	$ 44.27
Value of shares withheld in satisfaction of employee tax withholding obligations	$ 7,306	$ 6,014

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FOREIGN CURRENCY DERIVATIVES (Tables)

9 Months Ended

Dec. 31, 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)	December 31, 2014		March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	$	1,019	$	153
Cash flow hedges	6,280		973
Total Derivative Assets	$	7,299	$	1,126
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	$	1	$	80
Cash flow hedges	3,617		2,804
Total Derivative Liabilities	$	3,618	$	2,884

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 December 31, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	29,400	$	35,824	Sell EUR	1 month
GBP	£	8,000	$	12,408	Sell GBP	1 month
AUD	A$	7,400	$	5,982	Sell AUD	1 month

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

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

	Three Months Ended   December 31,					Nine Months Ended December 31,
(in thousands)	2014		2013			2014		2013
Gain (loss) on foreign exchange contracts	$	2,183	$	(372	)	$	5,160	$	(1,564	)

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 December 31, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	525,120	$	38,334	Buy MXN	Monthly over	17 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 accumulated other comprehensive income and the condensed consolidated statements of operations for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Gain (loss) included in AOCI as of beginning of period	$	2,601		$	(2,373	)	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	508			(222		)	3,604			(3,868		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	1,220			(116		)	61			(262		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	(63		)	(64		)	149			180
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	1,157			(180		)	210			(82		)
Gain (loss) included in AOCI as of end of period	$	1,952		$	(2,415	)	$	1,952		$	(2,415	)

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RECENT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Dec. 31, 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, and 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		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Net revenues	$ 231,781	$ 212,739	$ 664,248	$ 609,537
Cost of revenues	111,865	102,412	311,795	293,964
Gross profit	119,916	110,327	352,453	315,573
Operating expenses:
Research, development, and engineering	22,991	21,018	69,280	62,328
Selling, general, and administrative	57,977	51,467	174,756	148,071
Gain from litigation settlements	(1,666)	0	(7,816)	0
Restructuring and other related charges	0	0	0	547
Total operating expenses	79,302	72,485	236,220	210,946
Operating income	40,614	37,842	116,233	104,627
Interest and other income (expense), net	(2,018)	186	(1,683)	59
Income before income taxes	38,596	38,028	114,550	104,686
Income tax expense	8,212	3,645	28,073	20,212
Net income	$ 30,384	$ 34,383	$ 86,477	$ 84,474
Earnings per common share:
Basic	$ 0.73	$ 0.81	$ 2.07	$ 1.98
Diluted	$ 0.71	$ 0.80	$ 2.03	$ 1.94
Shares used in computing basic earnings per common share	41,901	42,441	41,780	42,647
Shares used in computing diluted earnings per common share	42,700	43,228	42,674	43,554
Cash dividends declared per common share	$ 0.15	$ 0.10	$ 0.45	$ 0.30

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COMPUTATION OF EARNINGS PER COMMON SHARE

9 Months Ended

Dec. 31, 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. 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 and nine month periods ending December 31, 2014 and 2013.

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
(in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	30,384	$	34,383	$	86,477	$	84,474
Denominator:
Weighted average common shares-basic	41,901		42,441		41,780		42,647
Dilutive effect of employee equity incentive plans	799		787		894		907
Weighted average common shares-diluted	42,700		43,228		42,674		43,554
Basic earnings per common share	$	0.73	$	0.81	$	2.07	$	1.98
Diluted earnings per common share	$	0.71	$	0.80	$	2.03	$	1.94
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive	130		268		442		173

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DOCUMENT AND ENTITY INFORMATION Document	9 Months Ended
	Dec. 31, 2014	Feb. 03, 2015
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	Dec. 31, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		42,997,860
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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REVENUE AND MAJOR CUSTOMERS

9 Months Ended

Dec. 31, 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 and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	161,591	$	146,636	$	470,624	$	437,764
Consumer	70,190		66,103		193,624		171,773
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

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 and nine months ended December 31, 2014 and 2013. The following table presents net revenues by geography:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
U.S.	$	123,092	$	113,042	$	371,256	$	350,155
Europe and Africa	63,940		58,997		164,760		146,476
Asia Pacific	28,778		25,917		84,011		73,077
Americas, excluding U.S.	15,971		14,783		44,221		39,829
Total international net revenues	108,689		99,697		292,992		259,382
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

No customer accounted for more than 10% of net revenues for the three and nine months ended December 31, 2014 or 2013.

One customer, Ingram Micro, accounted for 11% of net accounts receivable at December 31, 2014. No customer accounted for more than 10% of net accounts receivables at March 31, 2014.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 30,384	$ 34,383	$ 86,477	$ 84,474
Other comprehensive income (loss):
Foreign currency translation adjustments	54	(73)	128	(114)
Unrealized gains (losses) on cash flow hedges:
Unrealized cash flow hedge gains (losses) arising during the period	508	(222)	3,604	(3,868)
Net (gains) losses reclassified into income for revenue hedges	(1,220)	116	(61)	262
Net (gains) losses reclassified into income for cost of revenue hedges	63	64	(149)	(180)
Net unrealized gains (losses) on cash flow hedges	(649)	(42)	3,394	(3,786)
Unrealized holding gains (losses) during the period	(258)	(2)	(223)	5
Aggregate income tax benefit (expense) of the above items	66	2	(13)	74
Other comprehensive income (loss)	(787)	(115)	3,286	(3,821)
Comprehensive income	$ 29,597	$ 34,268	$ 89,763	$ 80,653

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STOCK-BASED COMPENSATION

9 Months Ended

Dec. 31, 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   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Cost of revenues	$	685		$	686		$	1,888		$	1,859
Research, development and engineering	2,068			1,688			5,934			4,708
Selling, general and administrative	4,677			3,669			13,300			10,429
Stock-based compensation included in operating expenses	6,745			5,357			19,234			15,137
Total stock-based compensation	7,430			6,043			21,122			16,996
Income tax benefit	(2,188		)	(1,788		)	(6,216		)	(5,063		)
Total stock-based compensation, net of tax	$	5,242		$	4,255		$	14,906		$	11,933

Stock Options

The following is a summary of the Company’s stock option activity during the nine months ended December 31, 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	298		$	47.11
Options exercised	(544	)	$	27.49
Options forfeited or expired	(40	)	$	39.83
Outstanding at December 31, 2014	1,648		$	35.92	4.2	$	29,375
Vested or expected to vest at December 31, 2014	1,610		$	35.68	4.1	$	29,097
Exercisable at December 31, 2014	1,117		$	31.97	3.3	$	24,315

The total intrinsic value of options exercised during the nine months ended December 31, 2014 and 2013 was $11.6 million and $15.1 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 nine months ended December 31, 2014 was $14.9 million, net of taxes.

As of December 31, 2014, total unrecognized compensation cost related to unvested stock options was $4.7 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 nine months ended December 31, 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	653		$	45.16
Restricted stock vested	(441	)	$	38.63
Restricted stock forfeited	(82	)	$	40.99
Non-vested at December 31, 2014	1,302		$	42.55

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 nine months ended December 31, 2014 and 2013 was $45.16 and $46.09, respectively. The total fair value of restricted stock that vested during the nine months ended December 31, 2014 and 2013 was $17.0 million and $12.3 million, respectively.

As of December 31, 2014, total unrecognized compensation cost related to unvested restricted stock was $37.9 million, which is expected to be recognized over a weighted average period of 1.9 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   December 31,						Nine Months Ended December 31,
Employee Stock Options	2014			2013			2014			2013
Expected volatility	28.4		%	30.1		%	28.4		%	32.2		%
Risk-free interest rate	1.4		%	1.1		%	1.4		%	0.9		%
Expected dividend yield	1.2		%	0.9		%	1.3		%	0.9		%
Expected life (in years)	4.2			4.2			4.2			4.2
Weighted-average grant date fair value	$	11.53		$	10.15		$	10.33		$	11.15
ESPP (1)
Expected volatility							24.8		%	24.9		%
Risk-free interest rate							0.1		%	0.1		%
Expected dividend yield							1.3		%	0.9		%
Expected life (in years)							0.5			0.5
Weighted-average grant date fair value							$	10.13		$	9.58

⁽¹⁾ Nopurchase rights were granted under the ESPP during the three months endedDecember 31, 2014 and 2013.

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CREDIT AGREEMENT

9 Months Ended

Dec. 31, 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 22, 2015 to extend its term to May 9, 2018 (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 December 31, 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 of May 9, 2018. 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 December 31, 2014.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

9 Months Ended

Dec. 31, 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)	December 31, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	1,912		$	(1,411	)
Accumulated foreign currency translation adjustments	4,015			3,887
Accumulated unrealized gain (loss) on investments	(3		)	162
Accumulated other comprehensive income	$	5,924		$	2,638

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

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SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On January 26, 2015, the Company announced that the Audit Committee had declared and approved the payment of a dividend of $0.15 per share on March 10, 2015 to holders of record on February 20, 2015.

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FOREIGN CURRENCY DERIVATIVES

9 Months Ended

Dec. 31, 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 December 31, 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 the Company and the counterparty as a result of multiple, separate derivative transactions. As of December 31, 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 on the Company's condensed 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 December 31, 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)	December 31, 2014		March 31, 2014
Derivative Assets (recorded in 'Other current assets')
Non-designated hedges	$	1,019	$	153
Cash flow hedges	6,280		973
Total Derivative Assets	$	7,299	$	1,126
Derivative Liabilities (recorded in 'Other accrued liabilities')
Non-designated hedges	$	1	$	80
Cash flow hedges	3,617		2,804
Total Derivative Liabilities	$	3,618	$	2,884

Non-Designated Hedges

As of December 31, 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 December 31, 2014:

(in thousands)	Local Currency		USD Equivalent		Position	Maturity
EUR	€	29,400	$	35,824	Sell EUR	1 month
GBP	£	8,000	$	12,408	Sell GBP	1 month
AUD	A$	7,400	$	5,982	Sell AUD	1 month

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

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

	Three Months Ended   December 31,					Nine Months Ended December 31,
(in thousands)	2014		2013			2014		2013
Gain (loss) on foreign exchange contracts	$	2,183	$	(372	)	$	5,160	$	(1,564	)

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 December 31, 2014, the Company had foreign currency option contracts of approximately €64.6 million and £28.9 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 December 31, 2014 and March 31, 2014, the Company had foreign currency swap contracts of approximately MXN525.1 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 December 31, 2014:

(in thousands)	Local Currency	USD Equivalent		Position	Maturity
MXN	525,120	$	38,334	Buy MXN	Monthly over	17 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 accumulated other comprehensive income and the condensed consolidated statements of operations for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,						Nine Months Ended December 31,
(in thousands)	2014			2013			2014			2013
Gain (loss) included in AOCI as of beginning of period	$	2,601		$	(2,373	)	$	(1,442	)	$	1,371
Amount of gain (loss) recognized in OCI (effective portion)	508			(222		)	3,604			(3,868		)
Amount of gain (loss) reclassified from OCI into net revenues (effective portion)	1,220			(116		)	61			(262		)
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion)	(63		)	(64		)	149			180
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion)	1,157			(180		)	210			(82		)
Gain (loss) included in AOCI as of end of period	$	1,952		$	(2,415	)	$	1,952		$	(2,415	)

The Company will reclassify all amounts accumulated in other comprehensive income into earnings within the next twelve months. During the three and nine months ended December 31, 2014, the Company recognized an immaterial gain on the ineffective portion of its cash flow hedges, which is reported in interest and other income (expense), net in the condensed consolidated statements of operations. There was no ineffective portion of hedges designated as cash flow hedging instruments during the three and nine months ended December 31, 2013.

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COMMON STOCK REPURCHASES

9 Months Ended

Dec. 31, 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 nine months ended December 31, 2014 and 2013 are discussed below. As of December 31, 2014, there remained 336,210 shares authorized for repurchase under a repurchase 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 nine months ended December 31, 2014 and 2013, the Company repurchased 596,290 shares and 1,281,907 shares, respectively, of its common stock in the open market for a total cost of $27.4 million and $56.8 million, respectively, and at an average price per share of $46.02 and $44.27, respectively.

In addition, the Company withheld shares valued at $7.3 million and $6.0 million in the nine months ended December 31, 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

9 Months Ended

Dec. 31, 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)	December 31, 2014			March 31, 2014
Accumulated unrealized gain (loss) on cash flow hedges (1)	$	1,912		$	(1,411	)
Accumulated foreign currency translation adjustments	4,015			3,887
Accumulated unrealized gain (loss) on investments	(3		)	162
Accumulated other comprehensive income	$	5,924		$	2,638

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

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INCOME TAXES

9 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company and its subsidiaries are subject in taxation in the U.S. and in various foreign and state jurisdictions. The effective tax rate for the three and nine months ended December 31, 2014 was 21.3% and 24.5% compared to 9.6% and 19.3% 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 December 31, 2014 and March 31, 2014 were unrecognized tax benefits of $13.5 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 was $1.8 millionas of December 31, 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	9 Months Ended
	Dec. 31, 2014	Dec. 31, 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, 2014	1,172
Restricted stock granted	653
Restricted stock vested	(441)
Restricted stock forfeited	(82)
Non-vested Restricted Stock at December 31, 2014	1,302
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	$ 45.16	$ 46.09
Weighted average grant date fair value of restricted stock vested	$ 38.63
Weighted average grant date fair value of restricted stock forfeited	$ 40.99
Weighted Average Grant Date Fair Value of Non-Vested Restricted Stock, December 31, 2014	$ 42.55
Restricted Stock Awards Vested in Period, Total Fair Value	$ 17.0	$ 12.3
Non-vested restricted stock awards, total unrecognized compensation cost	$ 37.9
Weighted average number of years over which compensation cost related to non-vested restricted stock awards will be recognized	1 year 329 days

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS (Tables)

9 Months Ended

Dec. 31, 2014

Balance Sheet Related Disclosures [Abstract]

Accounts receivable, net

Accounts receivable, net:

	December 31,			March 31,
(in thousands)	2014			2014
Accounts receivable	$	182,103		$	159,592
Provisions for returns	(7,623		)	(6,201		)
Provisions for promotions, rebates, and other	(15,934		)	(14,803		)
Provisions for doubtful accounts and sales allowances	(1,224		)	(287		)
Accounts receivable, net	$	157,322		$	138,301

Inventory, net

Inventory, net:

	December 31,		March 31,
(in thousands)	2014		2014
Raw materials	$	26,385	$	28,071
Work in process	1,609		985
Finished goods	29,730		28,076
Inventory, net	$	57,724	$	57,132

Accrued liabilities

Accrued Liabilities:

	December 31,		March 31,
(in thousands)	2014		2014
Employee compensation and benefits	$	33,844	$	32,280
Warranty obligation	8,324		7,965
Income taxes payable	—		3,092
Accrued other	23,430		23,514
Accrued liabilities	$	65,598	$	66,851

Changes in the warranty obligation

Changes in the warranty obligation during the nine months ended December 31, 2014 and 2013 were as follows:

	Nine Months Ended			Nine Months Ended
(in thousands)	December 31, 2014			December 31, 2013
Warranty obligation at beginning of period	$	7,965		$	13,410
Warranty provision related to products shipped	7,880			7,234
Deductions for warranty claims processed	(6,960		)	(7,272		)
Adjustments related to preexisting warranties	(561		)	(5,409		)	(1	)
Warranty obligation at end of period	$	8,324		$	7,963

⁽¹⁾During the third quarter of fiscal 2014, the Company identified an immaterial out of period error related to its estimated warranty obligation. The Company recorded a $5.0 million correction in the quarter ended December 31, 2013 which decreased its cost of revenues by approximately $2.4 million and increased net income by approximately $2.1 million.

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REVENUE AND MAJOR CUSTOMERS (Tables)

9 Months Ended

Dec. 31, 2014

REVENUE AND MAJOR CUSTOMERS [Abstract]

Net Revenues by Product Group

The following table presents net revenues by product group for the three and nine months ended December 31, 2014 and 2013:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
Enterprise	$	161,591	$	146,636	$	470,624	$	437,764
Consumer	70,190		66,103		193,624		171,773
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

Net Revenues by Geography

The following table presents net revenues by geography:

	Three Months Ended   December 31,				Nine Months Ended December 31,
(in thousands)	2014		2013		2014		2013
Net revenues from unaffiliated customers:
U.S.	$	123,092	$	113,042	$	371,256	$	350,155
Europe and Africa	63,940		58,997		164,760		146,476
Asia Pacific	28,778		25,917		84,011		73,077
Americas, excluding U.S.	15,971		14,783		44,221		39,829
Total international net revenues	108,689		99,697		292,992		259,382
Total net revenues	$	231,781	$	212,739	$	664,248	$	609,537

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INCOME TAXES (Details) (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	21.27682%	9.58504%	24.5072%	19.30726%
Unrecognized tax benefits	$ 13,500,000		$ 13,500,000		$ 12,600,000
Accrued interest related to unrecognized tax benefits	1,800,000		1,800,000		1,700,000
Accrued penalties	$ 0		$ 0		$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 86,477	$ 84,474
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,975	11,671
Stock-based compensation	21,122	16,996
Provision for excess and obsolete inventories	992	4,419
Deferred income taxes	1,654	530
Excess tax benefit from stock-based compensation	(2,988)	(4,434)
Other operating activities	484	1,345
Changes in assets and liabilities, net of effect of acquisition:
Accounts receivable, net	(18,479)	(6,539)
Inventory, net	(920)	(3,135)
Current and other assets	(4,680)	826
Accounts payable	2,395	(10,339)
Accrued liabilities	3,464	1,388
Income taxes	(3,120)	(5,080)
Cash provided by operating activities	100,376	92,122
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of investments	72,564	89,682
Proceeds from maturities of investments	102,175	95,210
Purchase of investments	(172,757)	(181,836)
Acquisition, net of cash acquired	(150)	0
Capital expenditures	(19,214)	(37,657)
Cash used for investing activities	(17,382)	(34,601)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(27,443)	(56,754)
Proceeds from issuances under stock-based compensation plans	17,821	19,599
Employees' tax withheld and paid for restricted stock and restricted stock units	(7,306)	(6,014)
Payment of cash dividends	(19,296)	(13,105)
Excess tax benefit from stock-based compensation	2,988	4,434
Cash used for financing activities	(33,236)	(51,840)
Effect of exchange rate changes on cash and cash equivalents	(2,112)	1,077
Net increase in cash and cash equivalents	47,646	6,758
Cash and cash equivalents at beginning of period	232,704	228,776
Cash and cash equivalents at end of period	$ 280,350	$ 235,534

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 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 on the consolidated balance sheets.  As of December 31, 2014, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $132.4 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 agreements due to the limited history of prior claims and the unique facts and circumstances involved in each particular claim. Such indemnification obligations 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 United States ("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 U.S. 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 $8.0 million, payable in four equal installments of $2.0 million, 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 July 2014, the Company resolved an insurance coverage dispute with one of its insurance carriers.  Under the terms of the agreement, the Company received $2.2 million, which was recognized within operating income in the second quarter of its fiscal year 2015.

In addition to the specific matters discussed above, 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		9 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2015
Duration of fiscal year	91 days	91 days	273 days	273 days	364 days
Forecast [Member]
Duration of fiscal year						364 days

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FOREIGN CURRENCY DERIVATIVES (Details) In Thousands, unless otherwise specified	9 Months Ended											9 Months Ended
	Dec. 31, 2014 Foreign Exchange Forward, EURO [Member] USD ($)	Dec. 31, 2014 Foreign Exchange Forward, EURO [Member] EUR (€)	Dec. 31, 2014 Foreign Exchange Forward, GBP [Member] USD ($)	Dec. 31, 2014 Foreign Exchange Forward, GBP [Member] GBP (£)	Dec. 31, 2014 Foreign Exchange Forward, AUD [Member] USD ($)	Dec. 31, 2014 Foreign Exchange Forward, AUD [Member] AUD	Dec. 31, 2014 Foreign Exchange Option [Member]	Dec. 31, 2014 Foreign exchange option, EURO [Member] EUR (€)	Mar. 31, 2014 Foreign exchange option, EURO [Member] EUR (€)	Dec. 31, 2014 Foreign exchange option, GBP [Member] GBP (£)	Mar. 31, 2014 Foreign exchange option, GBP [Member] GBP (£)	Dec. 31, 2014 Foreign currency swap contract [Member] USD ($)	Dec. 31, 2014 Foreign currency swap contract [Member] MXN	Mar. 31, 2014 Foreign currency swap contract [Member] MXN	Dec. 31, 2014 Other current assets [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] USD ($)	Dec. 31, 2014 Other current assets [Member] Non-designated hedges [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] Non-designated hedges [Member] USD ($)	Dec. 31, 2014 Other current assets [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)	Mar. 31, 2014 Other current assets [Member] Designated as hedging instrument [Member] Cash flow hedges [Member] USD ($)	Dec. 31, 2014 Other accrued liabilities [Member] USD ($)	Mar. 31, 2014 Other accrued liabilities [Member] USD ($)	Dec. 31, 2014 Other accrued liabilities [Member] Non-designated hedges [Member] USD ($)	Mar. 31, 2014 Other accrued liabilities [Member] Non-designated hedges [Member] USD ($)	Dec. 31, 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															$ 7,299	$ 1,126	$ 1,019	$ 153	$ 6,280	$ 973
Derivative liabilities																					3,618	2,884	1	80	3,617	2,804
Notional amount of contracts	$ 35,824	€ 29,400	$ 12,408	£ 8,000	$ 5,982	7,400		€ 64,600	€ 55,700	£ 28,900	£ 23,900	$ 38,334	525,120	204,600
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						17 months	17 months
Derivative terms							1 year
Position												Buy MXN	Buy MXN

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CASH, CASH EQUIVALENTS, AND INVESTMENTS (Tables)

9 Months Ended

Dec. 31, 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 December 31, 2014 and March 31, 2014 (in thousands):

December 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	$	275,851	$	—	$	—		$	275,851	$	275,851	$	—	$	—
Level 1:
Mutual Funds	4,757		121		(75		)	4,803		—		4,803		—
Level 2:
Government Agency Securities	85,139		14		(67		)	85,086		—		32,235		52,851
Commercial Paper	18,589		3		—			18,592		4,499		14,093		—
Corporate Bonds	99,414		104		(57		)	99,461		—		39,516		59,945
Subtotal	203,142		121		(124		)	203,139		4,499		85,844		112,796
Total cash, cash equivalents and investments measured at fair value	$	483,750	$	242	$	(199	)	$	483,793	$	280,350	$	90,647	$	112,796

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