8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934

Date of Report (Date of earliest event reported):

 May 3, 2016

PLANTRONICS, INC.

(Exact name of Registrant as Specified in its Charter)

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

345 Encinal Street

Santa Cruz, California 95060

(Address of Principal Executive Offices including Zip Code)

(831) 426-5858

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2016, Plantronics, Inc. ("the Company") entered into a First Amendment to Amended and Restated Credit Agreement and Limited Waiver ("First Amendment") between the Company and Wells Fargo Bank, National Association ("Wells Fargo"). The First Amendment modifies the Amended and Restated Credit Agreement between the Company and Wells Fargo dated May 15, 2015 ("Credit Agreement") to extend the term of the Credit Agreement to May 9, 2019, an extension of one year. The First Amendment also waives the occurrence of an Event of Default under the Credit Agreement by which the Company exceeded the Funded Debt to EBITDA (as those terms are defined in the Credit Agreement) ratio authorized under the Credit Agreement.

On May 2, 2016, the Company also entered into a Revolving Line of Credit Note ("Note") between the Company and Wells Fargo.  The Note replaces the Revolving Line of Credit Note entered into in connection with the Credit Agreement in 2015, conforming the maturity date of the Note to that of the First Amendment, May 9, 2019.

Copies of the First Amendment and Note are attached hereto as Exhibits 10.1 and 10.2, and the above summary is qualified in its entirety by reference to the First Amendment and Note.

Item 2.02 Results of Operations and Financial Condition

On May 3, 2016, Plantronics, Inc. ("the Company"), a Delaware corporation, issued a press release reporting its results of operations and financial condition for the fourth quarter of fiscal year 2016, which ended on April 2, 2016, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 as well as Exhibit 99.1, attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On May 3, 2016, the Company announced in its press release titled "Plantronics Announces Third Quarter Fiscal Year 2016 Financial Results" that its Board of Directors had declared a cash dividend of $0.15 per share of the Company's common stock, payable on June 10, 2016 to stockholders of record at the close of business on May 20, 2016.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit Number	Description
10.1	First Amendment to Amended and Restated Credit Agreement and Limited Waiver between Plantronics, Inc. and Wells Fargo Bank, National Association, dated May 2, 2016
10.2	Revolving Line of Credit Note between Plantronics, Inc. and Wells Fargo Bank, National Association, dated May 2, 2016
99.1	Press release issued by Plantronics, Inc. on May 3, 2016, entitled "Plantronics Announces Fourth Quarter & Fiscal Year 2016 Results"

SIGNATURE

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

Date:	May 3, 2016	PLANTRONICS, INC.
		By:	/s/ Pamela Strayer
		Name:	Pamela Strayer
		Title:	Senior Vice President and Chief Financial Officer

EX-10.1

EXECUTION COPY

FIRST AMENDMENT TO AMENDED AND

RESTATED CREDIT AGREEMENT AND LIMITED WAIVER

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND

LIMITED WAIVER (this "Amendment") is entered into as of May 2, 20 16, by and between PLANTRONICS , INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK , NATIONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, reference is hereby made to (i) that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of May I 5, 2015 (as amended , restated , modified and/or supplemented from time to time, the "Credit Agreement") and (ii) that certain Revolving Line of Credit Note dated May I 5, 2015 in the maximum principal amount of $100,000,000.00, executed by Borrower in favor of Bank.

WHEREAS , pursuant to that certain draft certificate dated April29, 2016 provided by Borrower to Bank pursuant to Section 5.3(c) of the Credit Agreement with respect to Borrower's fiscal quarter ended March 31, 2016 (including the draft financial statements delivered by Borrower to Bank in connection therewith) , Borrower has informed Bank that as of Borrower's fiscal quarter ended March 31, 2016, Borrower 's and its Subsidiaries' Funded Debt to EBITDA ratio was approximately 3.04 to 1 .00, which ratio exceeds the ratio permitted as of such date pursuant to Section 5.9(a) of the Credit Agreement, resulting in Borrower's breach of Section 5.9(a) under the Credit Agreement (the "Specified Default").

WHEREAS, Borrower has requested that Bank (i) waive the Specified Default and all Events of Default under the Credit Agreement arising solely as a result of the Specified Default and (ii) agree to certain additional changes in the terms and conditions set forth in the Credit Agreement and, subject to the terms and conditions of this Amendment, Bank has agreed to Borrower's requests.

AGREEMENT

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

I .Borrower acknowledges that the Specified Default constitutes an Event of Default under the Credit Agreement. Pursuant to the request of Borrower and subject to the terms and conditions of this Amendment and satisfaction of each of the conditions precedent set forth in Section 6 herein, Bank hereby waives the Specified Default and all of the Events of Default arising solely from the Specified Default, and Bank's remedies under the Credit Agreement and all of the other Loan Documents with respect to the Specified Default and all of the Events of Default arising solely from the Specified Default. The limited waiver set forth in this Section I shall be limited precisely as written and shall not be deemed to constitute: (a) an amendment , consent or waiver of any other terms or conditions of the Credit Agreement or any other Loan Document; (b) shall not extend nor be deemed to extend to any other Event of Default that may now exist or hereafter arise under the Credit Agreement or any other Loan Documents, whether similar or dissimilar to the Specified Default; (c) a waiver of any breach of any other provision of the Credit Agreement ; (d) an impairment, restriction or limitation of any right or remedy of Bank with respect to any other Event of Default that may now exist or hereafter arise under the Credit Agreement or any other Loan Documents; (e) a consent to any future amendment, consent or waiver, whether of any subsequent breach of the same provisions or otherwise; and (f) any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Documents. Except as expressly stated herein, Bank reserves all rights, powers and remedies under the Credit Agreement and all of the other Loan Documents. Except as expressly set forth in this Amendment, the Credit Agreement and each other document executed and delivered in connection with the Credit Agreement shall continue in full force and effect.

2.Section 1.1 of the Credit Agreement is hereby amended by deleting in its entirety the definition of the term "EBITDA " set forth therein , and substituting the following therefor:

"EBITDA" means, for any period , for Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, the sum of: (a) the net income (or net loss) for such period; plus (b) all amounts treated as expenses for such period for depreciation, interest and amortization (including , without limitation, the amortization of intangibles of any kind), but in each case only to the extent included in the determination of such net income (or net loss); plus (c) all charges for foreign , federal , state and local taxes for such period on or measured by income, but in each case only to the extent included in the determination of such net income (or net loss); plus (d) all non-cash expenses or charges for stock compensation for directors, officers, employee s and consultants for such period, but in each case only to the extent included in the determination of such net income (or net loss) and to the extent such non-cash expenses or charges are not reserved for cash charges to be taken in the future; provided that net income (or net loss) shall be computed for all of the foregoing purposes without giving effect to extraordinary gains or extraordinary losses; plus (e) non-cash losses, charges or expenses (except to the extent that such non-cash charges or expenses occur in the ordinary course of business and are reserved for cash charges or expenses to be taken in the future), including non-cash impairment of goodwill and intangible assets; plus (f) without duplication of any other amounts referenced in clauses (b), (c), (d), (e), (g) and (h) of this definition , cash and non-cash employee related business restructuring charges or expenses incurred during the third and fourth fiscal quarters of Borrower 's 2016 fiscal year, in an aggregate amount not to exceed $ 16,200,000; plus (g) in connection with any Permitted Acquisition and any acquisition consummated prior to the date hereof but during the applicable period , all non-recurring restructuring costs, facilities relocation costs, acquisition integration costs and fees, including cash severance payments, and non-recurring fees and expenses paid in connection with such acquisition, all to the extent incurred within twelve (12) months of the completion of such acquisition; plus (h) out-of-pocket costs, fees and expenses incurred in connection with, and directly related to, (i) this Agreement and the transactions contemplated hereby, (ii) any Permitted Acquisition , (iii) issuances of any equity interests, (iv) disposition s of any assets permitted hereunder, or (v) incurrence , amendment, modification , refinancing or repayment of Indebtedness permitted hereunder (in each case of clauses (ii) through (iv), whether or not successful), including, without limitation , legal, accounting and advisory fees, in each case (x) to the extent that such out-of-pocket costs and expenses are incurred within twelve (12) month s following the date hereof(in the case of this Agreement) or the consummation of such acquisition, issuance, disposition, incurrence, amendment, modification, refinancing or repayment, as applicable.

3.Section 2.l(a) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

(a)Line ofCredit.Subject to the term s and conditions of this Agreement , Bank hereby agrees to make advances to Borrower from time to time up to and including May 9, 2019, in an aggregate outstanding amount not to exceed at any time the Commitment (the "Line of Credit"), the proceed s of which shall be used to refinance existing Indebtedness under the Prior Credit Agreement, to finance stock repurchases (including through open market purchases , privately negotiated purchases, accelerated stock repurchase contracts, forward purchase contracts or similar derivative instruments, dutch auction tender offers or through a combination of any of the above) and for general corporate purposes. Borrower 's obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of May 2, 2016 (as amended, amended and restated, modified or otherwise supplemented from time to time, the "Line of Credit Note"), all terms of which are incorporated herein by this reference.

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4.The following is hereby added to the Credit Agreement as Section 6.11:

SECTION 6.11.NO FURTHER NEGATIVE PLEDGES ; RESTRJCTIVE AGREEMENTS. Enter into, assume or permit to exist, or permit any Subsidiary to enter into, assume or permit to exist, any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of Bank upon its properties or assets, whether now owned or hereafter acquired , or requiring the grant of any security for the obligations under any such agreement if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.3(b) (provided that any such restriction contained therein relates only to the asset or assets financed thereby) , (iii) pursuant to that certain Indenture, dated as of May 27, 2015, among Borrower, the guarantors from time to time party thereto, and U.S. Bank National Association, as trustee (without giving effect to any amendments thereto not consented to in writing by Bank), (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions contained in contractual obligations incurred in the ordinary course of business and on customary terms that limit Liens on such contractual obligations, (vi) customary provisions restricting the subletting or assignment of any lease and customary provisions in licenses and other contracts restricting the assignment thereof, (vii) any prohibition or restriction that exists pursuant to applicable law, and (viii) restrictions or prohibitions contained in any agreements binding on a Subsidiary and existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation of such acquisition) ; provided that such restrictions and prohibitions apply only to such Subsidiary and such Subsidiary's Subsidiaries.

5.The obligation of Bank to amend the terms and conditions of the Credit Agreement as provided herein , is subject to the fulfillment to Bank's satisfaction of all of the following conditions by no later than May 2, 2016:

(a)Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed :

(i)This Amendment.

(ii)The Guarantor’s Consent and Reaffirmation attached hereto.

(iii)The Revolving Line of Credit Note.

(iv)Such other document s as Bank may require under any other section of this Amendment.

(b)In addition to Borrower’s obligations under the Credit Agreement and the other Loan Documents, Borrower shall have paid to Bank the full amount of all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this Amendment, for which Bank has made demand.

(c)The representations and warranties contained in the Credit Agreement and in each of the other Loan Documents shall be true on and as of the date of the signing of this Amendment , with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date, and except that the representations and warranties contained in Section 3.5 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.3 of the Credit Agreement.

(d)Other than the Specified Default and any Event of Default arising solely from the Specified Default, no Default shall exist as of the date of this Amendment.

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6.Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. This Amendment is a Loan Document.

7.Borrower hereby reaffirms all covenants set forth in the Credit Agreement. Borrower hereby represents and warrants that (a) each of the representations and warranties contained in the Credit Agreement and in each of the other Loan Documents is true on and as of the date of the signing of this Amendment , with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and except that the representation s and warranties contained in Section 3.5 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.3 of the Credit Agreement and (b) other than the Specified Default and any Event of Default arising solely from the Specified Default, no Default shall exist as of the date of this Amendment.

8.This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Amendment.

[Continues With Signatures On Next Page)

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IN WITNESS WHEREO, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

	PLANTRONICS, INC.		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Pamela Strayer	By:	/s/ Scott Schnugg
	Pamela Strayer	Name:	Scott Schnugg
	Senior Vice President & Chief Financial Officer	Title:	VP

First Amendment to

Amended and Restated Credit Agreement

and Limited Waiver

GUARANTOR'S CONSENT AND REAFFIRMATION

The undersigned guarantor of all indebtedness of PLANTRONICS, INC., a Delaware corporation, to WELLS FARGO BANK, NATIONAL ASSOCIATION hereby: (i) consents to the foregoing Amendment; (ii) reaffirms its obligations under its Continuing Guaranty; (iii) reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its Continuing Guaranty; and (iv) reaffirms that its obligations under its Continuing Guaranty are separate and distinct from the obligations of any other party under said Amendment , the Credit Agreement referred to therein , and the other Loan Documents described in the Credit Agreement.

Dated as of May 2, 2016

GUARANTOR:

FREDERICK ELECTRONICS CORPORATION

By:	/s/ Richard R. Pickard
	Richard R. Pickard
	Secretary

First Amendment to

Amended and Restated Credit Agreement

and Limited Waiver

EX-10.2

    EXECUTION COPY

REVOLVING LINE OF CREDIT NOTE

$100,000,000.00Monterey, California

May 2, 2016

FOR VALUE RECEIVED, the undersigned PLANTRONICS, INC., a Delaware corporation (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 50 Ragsdale Drive, Suite 100, Monterey, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of One Hundred Million Dollars ($100,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

This Note amends, restates and supersedes in its entirety that certain Revolving Line of Credit Note in the original principal amount of One Hundred Million Dollars ($100,000,000.00), executed by Borrower in favor of Bank and dated as of May 15, 2015 (the “Prior Note”), as such may have been amended or modified from time to time prior to the date hereof. All amounts outstanding, if any, under the Prior Note are deemed to be outstanding under this Note.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a)    “Daily One Month LIBOR Rate” means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.

(b)    “LIBOR” means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation). Notwithstanding anything in this Note to the contrary, if LIBOR determined as provided above would be less than zero percent (0.0%), then LIBOR shall be deemed to be zero percent (0.0%).

(c)    “London Business Day” means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market.

(f)    “Prime Rate” means at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate.

INTEREST:

(a)    Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 365-day year, actual days elapsed, with respect to advances bearing interest determined in relation to the Prime Rate, and computed on the basis of a 360-day year, actual days elapsed, with respect to all other advances and amounts), as selected by Borrower in accordance with the terms hereof, (i) at a fluctuating rate per annum determined by Bank to be one and four-tenths percent (1.40%) above the Daily One Month LIBOR Rate in effect from time to time, or (ii) at a fluctuating rate per annum determined by Bank to be one and two-tenths percent (1.20%) below the Prime Rate in effect from time to time. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank. Bank is hereby authorized to note the date, principal amount and interest rate applicable thereto and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence (absent manifest error) of the accuracy of the information noted.

(b)    Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(c)    Payment of Interest. Interest accrued on this Note shall be payable on the first day of each April, July, October and January, commencing July 1, 2016.

(d)    Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to two percent (2%) above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

(a)    Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on May 9, 2019.

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(b)    Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) Borrower’s Senior Vice President & Chief Financial Officer, Borrower’s Senior Director of Tax, Treasury and Trade, or Borrower’s Vice President and Corporate Controller, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(c)    Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to the Prime Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to the Daily One Month LIBOR Rate.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of May 15, 2015 (as amended, restated, modified or otherwise supplemented from time to time, the “Credit Agreement”). Any defined event of default under the Credit Agreement shall constitute an “Event of Default” under this Note.

MISCELLANEOUS:

(a)    Remedies. Upon the occurrence and during the continuance of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

(b)    Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

[Signatures On Next Page]

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IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

PLANTRONICS, INC.

By:	/s/ Pamela Strayer
	Pamela Strayer
	Senior Vice President & Chief Financial Officer

Signature Page to

Revolving Line of Credit Note

EX-99.1

PRESS RELEASE

INVESTOR CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 MEDIA CONTACT: George Gutierrez Sr. Director, Global Communications & Content Strategy (831) 458-7537

Plantronics Announces Fourth Quarter & Fiscal Year 2016 Financial Results

Q4 Revenue at high-end of guidance, EPS Exceeds; Driven by 25% Revenue Growth in Unified Communications

SANTA CRUZ, CA - May 3, 2016 - Plantronics, Inc. (NYSE: PLT) today announced fourth quarter and fiscal year 2016 financial results. Highlights of the fourth quarter include the following (comparisons are against the fourth quarter of fiscal year 2015; all constant currency comparisons are against the same Non-GAAP metric as reported in the fourth quarter of fiscal year 2015):

• Net revenues were $209.8 million, an increase of 5% compared with $200.8 million, and within our guidance of $200 million to $210 million

◦ Constant currency revenue grew by 6%, from $200.8 million to $213.7 million

• GAAP gross margin was 50.9% compared with 54.4%

◦ Non-GAAP gross margin was 51.3% compared with 54.7%

• GAAP operating income was $17.9 million compared with $32.9 million

◦ Non-GAAP operating income was $34.4 million compared with $40.4 million

◦ Constant currency Non-GAAP operating income was $36.6 million compared with $40.4 million

• GAAP diluted earnings per share (“EPS”) was $0.39 compared with $0.61, and above our guidance of $0.21 to $0.31

◦ Non-GAAP diluted EPS was $0.64 compared with $0.72, and above our guidance of $0.50 to $0.60

◦ Constant currency Non-GAAP EPS was $0.67 compared with $0.72

Q4 Fiscal Year 2016 GAAP Results

	Q4 2015				Q4 2016				Change (%)
Net revenues	$	200.8		million	$	209.8		million	4.5	%
Operating income	$	32.9		million	$	17.9		million	(45.4	)%
Operating margin	16.4		%		8.5		%
Diluted EPS	$	0.61			$	0.39			(36.1	)%

Q4 Fiscal Year 2016 Non-GAAP Results

	Q4 2015				Q4 2016				Change (%)
Operating income	$	40.4		million	$	34.4		million	(14.8	)%
Operating margin	20.1		%		16.4		%
Diluted EPS	$	0.72			$	0.64			(11.1	)%

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Fiscal Year 2016 GAAP Results

	2015				2016				Change (%)
Net revenues	$	865.0		million	$	856.9		million	(0.9	)%
Operating income	$	149.1		million	$	108.0		million	27.5	%
Operating margin	17.2		%		12.6		%
Diluted EPS	$	2.63			$	1.96			(25.5	)%

Fiscal Year 2016 Non-GAAP Results

	2015				2016				Change (%)
Operating income	$	177.9		million	$	157.7		million	(11.4	)%
Operating margin	20.6		%		18.4		%
Diluted EPS	$	3.04			$	2.82			(7.2	)%

A reconciliation between our GAAP and non-GAAP results is provided in the tables at the end of this press release.

“Unified Communications remains our core growth driver and we anticipate incremental growth opportunities from as-a-service and Soundscaping revenues in the coming years. Our outlook for growth over the next several years has improved, and our recent restructuring has enhanced our ability to grow Non-GAAP operating margins,” stated Ken Kannappan, President & CEO. “Given a stable market environment, we anticipate mid to high single digit percentage revenue growth annually provided there are not any significant fluctuations in currency exchange rates."

"Both Enterprise and Consumer delivered solid growth , despite continued currency headwinds and the loss of hedge gains compared to the prior year, which lowered our revenue growth by 190 basis points, while an extra week in the fourth quarter aided our growth rate," stated Pam Strayer, Senior Vice President and Chief Financial Officer. We remain committed to returning to our long-term profitability target of Non-GAAP operating margins of 20% to 23%. In Fiscal 2017, we expect to meet or exceed the Non-GAAP operating margins we recorded in fiscal year 2016.”

Enterprise net revenues grew by 5% to $156.2 million in the fourth quarter of fiscal year 2016 compared with $148.7 million in the fourth quarter of fiscal year 2015. On a constant currency basis, Enterprise net revenues grew by 7%, from $148.7 million to $159.1 million year over year.

Consumer net revenues grew by 3% to $53.6 million in the fourth quarter of fiscal year 2016, up from $52.1 million in the fourth quarter of fiscal year 2015. On a constant currency basis, consumer revenues increased by 5% from $52.1 million to $54.6 million year over year.

Expense Reduction & Restructuring Charges

During the third quarter of fiscal year 2016 we initiated a restructuring plan to better align our expenses with our revenue and gross margin profile and position us for improved operating performance. Under that plan, we reduced costs through voluntary and involuntary elimination of certain positions throughout the organization in the U.S., Mexico, China and Europe. The restructuring actions resulted in pre-tax charges of approximately $7.7 million in fourth quarter of fiscal year 2016. Additional cost savings actions were taken subsequent to that announcement and are expected to further improve Non-GAAP operating margins in fiscal year 2017.

Plantronics Announces Quarterly Dividend of $0.15

We are also announcing that we have declared a quarterly dividend of $0.15 per common share, to be paid on June 10, 2016 to all shareholders of record as of the close of business on May 20, 2016.

2

Business Outlook

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

We have a “book and ship” business model whereby we fulfill the majority of orders received within 48 hours of receipt of those orders. However, our backlog is occasionally subject to cancellation or rescheduling by our customers on short notice with little or no penalty. Therefore, there is a lack of meaningful correlation between backlog at the end of a fiscal period and net revenues in a succeeding fiscal period.

Our business is inherently difficult to forecast, particularly with continuing uncertainty in regional economic conditions and currency fluctuations, and there can be no assurance that expectations of incoming orders over the balance of the current quarter will materialize.

Subject to the foregoing, we currently expect the following range of financial results for the first quarter of fiscal year 2017 (all amounts assuming currency rates remain stable):

• Net revenues of $207 million to $217 million;

• GAAP operating income of $27 million to $32 million;

• Non-GAAP operating income of $35 million to $40 million, excluding the impact of $8 million from stock-based compensation and purchase accounting amortization;

• Assuming approximately 33 million diluted average weighted shares outstanding:

• GAAP diluted EPS of $0.45 to $0.55;

• Non-GAAP diluted EPS of $0.63 to $0.73; and

• Cost of stock-based compensation and purchase accounting amortization to be approximately $0.18 per diluted share.

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

Conference Call and Prepared Remarks

Plantronics is providing a copy of prepared remarks in combination with its press release. These remarks are offered to provide shareholders and analysts with additional time and detail for analyzing results in advance of the company’s quarterly conference call. The remarks will be available in the Investor Relations section of the Plantronics website in conjunction with the press release.

We have scheduled a conference call to discuss fourth quarter fiscal year 2016 financial results. The conference call will take place today, May 3rd at 2:00 PM (Pacific Time). All interested investors and potential investors in our stock are invited to participate. To listen to the call, please dial in five to ten minutes prior to the scheduled starting time and refer to the “Plantronics Conference Call.”  The dial-in from North America is (888) 301-8736 and the international dial-in is (706) 634-7260.

A replay of the call with the conference ID #68437284 will be available until June 3, 2016 at (855) 859-2056 or (800) 585-8367 for callers from North America and at (404) 537-3406 for all other callers. The conference call will also be simultaneously webcast in the Investor Relations section of our corporate website at www.plantronics.com/ir, and the webcast of the conference call will remain available on our website for one month. A reconciliation between our GAAP and non-GAAP results is provided in the tables at the end of this press release.

Upcoming Webcast Presentations

Plantronics will be webcasting presentations from the Jefferies Technology Conference on May 11, 2016 and the J.P. Morgan TMT Conference on May 24, 2016. For more information, please see the Investor Relations section of our corporate website at www.plantronics.com/ir.

3

Use of Non-GAAP Financial Information

To supplement our condensed consolidated financial statements presented on a GAAP basis, we use non-GAAP measures of operating results, including non-GAAP operating income, non-GAAP net income and non-GAAP diluted EPS which exclude certain non-cash expenses and charges that are included in the most directly comparable GAAP measure. These non-cash charges and expenses include stock-based compensation related to stock options, restricted stock and employee stock purchases made under our employee stock purchase plan, purchase accounting amortization, accelerated depreciation, and early lease termination charges, all net of the associated tax impact, tax benefits from the release of tax reserves, transfer pricing, tax deduction and tax credit adjustments, and the impact of tax law changes.  We exclude these expenses from our non-GAAP measures primarily because Plantronics’ management does not believe they are part of our target operating model.  We believe that the use of non-GAAP financial measures provides meaningful supplemental information regarding our performance and liquidity and helps investors compare actual results with our long-term target operating model goals.  We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods; however, non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, gross margin, operating income, operating margin, net income or EPS prepared in accordance with GAAP.

As a company with significant global operations and sales, fluctuations in foreign currency exchange rates may have a material effect on our reported results. Consequently, we also present supplemental metrics as identified in the reconciliation within this release “on a constant currency basis” which excludes the impact of currency exchange rate fluctuations. The constant currency presentation, which is a non-GAAP measure, is intended to supplement our reported operating results and, when considered in conjunction with the corresponding GAAP measures, facilitate a better understanding of changes in the metrics from period to period and the core operations of the Company. We calculate constant currency percentages by removing any hedge gains or losses from the particular metric in the current period and then converting our current period local currency financial results using the foreign currency exchange rates in effect during the prior year period and comparing these adjusted amounts to the corresponding current period metric.

Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to (i) UC as a continued growth driver and our anticipation of incremental growth opportunities from as-a-service and Soundscaping revenues in the coming years; (ii) our outlook for growth improving over the next several years; (iii) our expectation that our recent restructuring and cost savings will position us for improved operating performance and enhance our ability to grow Non-GAAP operating margins in fiscal 2017; (iv) our ability to achieve mid to high single digit percentage revenue growth annually if there is a stable market environment and no significant fluctuations in currency exchange rates; (v) our ability to return to our long-term profitability target of Non-GAAP operating margins of 20% to 23%; (vi) our expectation that in fiscal 2017, we will meet or exceed the Non-GAAP operating margins we recorded in fiscal year 2016; (vii) estimates of GAAP and non-GAAP financial results for the first quarter of fiscal year 2017, including net revenues, operating income and diluted EPS; (viii) our estimates of stock-based compensation and purchase accounting amortization and other related charges, as well as the impact of these non-cash expenses on Non-GAAP operating income and diluted EPS for the first quarter of fiscal year 2017; and (ix) our estimate of weighted average shares outstanding for the first quarter of fiscal year 2017, in addition to other matters discussed in this press release that are not purely historical data. We do not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

4

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

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

• our ability to realize and achieve positive financial results projected to arise from UC adoption could be adversely affected by a variety of factors including the following: (i) as UC becomes more widely adopted, the risk that competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) our plans are dependent upon adoption of our UC solution by major platform providers and strategic partners such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., and Alcatel-Lucent, and our influence over such providers with respect to the functionality of their platforms or their product offerings, their rate of deployment, and their willingness to integrate their platforms and product offerings with our solutions is limited; (iii) delays or limitations on our ability to timely introduce solutions that are cost effective, feature-rich, stable, and attractive to our customers within forecasted development budgets; (iv) our successful implementation and execution of new and different processes involving the design, development, and manufacturing of complex electronic systems composed of hardware, firmware, and software that works seamlessly and continuously in a wide variety of environments and with multiple devices; (v) our sales model and expertise must successfully evolve to support complex integration of hardware and software with UC infrastructure consistent with changing customer purchasing expectations; (vi) as UC becomes more widely adopted we anticipate that competition for market share will increase, particularly given that some competitors may have superior technical and economic resources; (vii) UC solutions generally, or our solutions in particular, may not be adopted with the breadth and speed in the marketplace that we currently anticipate; (viii) sales cycles for more complex UC deployments are longer as compared to our traditional Enterprise products; (ix) UC may evolve rapidly and unpredictably and our inability to timely and cost-effectively adapt to those changes and future requirements may impact our profitability in this market and our overall margins; and (x) our failure to expand our technical support capabilities to support the complex and proprietary platforms in which our UC products are and will be integrated;

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

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

• fluctuations in foreign exchange rates;

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

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

• additional risk factors including: interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, and the inherent risks of our substantial foreign operations; and

• seasonality in one or more of our product categories.

For more information concerning these and other possible risks, please refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 15, 2015 and other filings with the Securities and Exchange Commission, as well as recent press releases. The Securities and Exchange Commission filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

Financial Summaries

The following related charts are provided:

• Summary Unaudited Condensed Consolidated Financial Statements

• Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures

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

5

About Plantronics

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

Plantronics is a registered trademark of Plantronics, Inc. The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license. All other trademarks are the property of their respective owners.

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

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

6

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2015			2016			2015			2016
Net revenues	$	200,762		$	209,797		$	865,010		$	856,907
Cost of revenues	91,596			102,967			403,391			422,233
Gross profit	109,166			106,830			461,619			434,674
Gross profit %	54.4		%	50.9		%	53.4		%	50.7		%
Research, development and engineering	22,347			23,794			91,627			90,408
Selling, general and administrative	54,813			57,610			229,569			221,299
Gain from litigation settlements	(846		)	(236		)	(8,662		)	(1,234		)
Restructuring and other related charges	—			7,727			—			16,160
Total operating expenses	76,314			88,895			312,534			326,633
Operating income	32,852			17,935			149,085			108,041
Operating income %	16.4		%	8.5		%	17.2		%	12.6		%
Interest expense	(32		)	(7,871		)	(241		)	(25,149		)
Other non-operating income and (expense), net	(2,119		)	1,309			(3,593		)	(716		)
Income before income taxes	30,701			11,373			145,251			82,176
Income tax expense	4,877			(1,607		)	32,950			13,784
Net income	$	25,824		$	12,980		$	112,301		$	68,392
% of net revenues	12.9		%	6.2		%	13.0		%	8.0		%
Earnings per common share:
Basic	$	0.62		$	0.40		$	2.69		$	2.00
Diluted	$	0.61		$	0.39		$	2.63		$	1.96
Shares used in computing earnings per common share:
Basic	41,606			32,466			41,723			34,127
Diluted	42,482			33,038			42,643			34,938
Effective tax rate	15.9		%	(14.1		)%	22.7		%	16.8		%

7

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands)
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,		March 31,
	2015		2016
ASSETS
Cash and cash equivalents	$	276,850	$	235,266
Short-term investments	97,859		160,051
Total cash, cash equivalents and short-term investments	374,709		395,317
Accounts receivable, net	136,581		128,219
Inventory, net	56,676		53,162
Deferred tax assets	6,564		—
Other current assets	28,124		20,297
Total current assets	602,654		596,995
Long-term investments	107,590		145,623
Property, plant and equipment, net	139,413		149,735
Goodwill and purchased intangibles, net	16,077		15,827
Other assets	10,308		25,257
Total assets	$	876,042	$	933,437
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	32,781	$	39,133
Accrued liabilities	62,041		70,034
Total current liabilities	94,822		109,167
Long-term debt, net of issuance costs	—		489,609
Long-term income taxes payable	12,984		11,968
Revolving line of credit	34,500		—
Other long-term liabilities	6,339		10,294
Total liabilities	148,645		621,038
Stockholders' equity	727,397		312,399
Total liabilities and stockholders' equity	$	876,042	$	933,437

8

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2015			2016			2015			2016
Cash flows from operating activities
Net Income	$	25,824		$	12,980		$	112,301		$	68,392
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,736			5,304			18,711			20,142
Amortization of debt issuance cost	—			363			—			1,208
Stock-based compensation	7,472			8,666			28,594			33,265
Excess tax benefit from stock-based compensation	(532		)	(240		)	(3,520		)	(3,540		)
Deferred income taxes	(2,634		)	(10,476		)	(980		)	(8,291		)
Provision for excess and obsolete inventories	(61		)	1,111			931			2,430
Restructuring charges	—			7,727			—			16,160
Cash payments for restructuring charges	—			(10,385		)	—			(10,385		)
Other operating activities	(1,672		)	1,784			(1,188		)	7,680
Changes in assets and liabilities:
Accounts receivable, net	22,751			7,166			4,272			8,445
Inventory, net	1,048			1,709			128			1,357
Current and other assets	(688		)	(341		)	(5,368		)	(605		)
Accounts payable	(2,457		)	(337		)	(62		)	5,407
Accrued liabilities	(2,964		)	8,839			500			4,998
Income taxes	3,239			8,976			119			206
Cash provided by operating activities	54,062			42,846			154,438			146,869
Cash flows from investing activities
Proceeds from sale of investments	23,565			45,627			96,129			102,517
Proceeds from maturities of investments	18,255			45,269			120,430			97,164
Purchase of investments	(43,256		)	(94,510		)	(216,013		)	(300,620		)
Acquisitions, net of cash acquired	—			—			(150		)	—
Capital expenditures	(2,748		)	(9,684		)	(21,962		)	(30,661		)
Cash used for investing activities	(4,184		)	(13,298		)	(21,566		)	(131,600		)
Cash flows from financing activities
Repurchase of common stock	(85,496		)	(14,617		)	(112,939		)	(497,393		)
Employees' tax withheld and paid for restricted stock and restricted stock units	(305		)	(264		)	(7,611		)	(11,068		)
Proceeds from issuances under stock-based compensation plans	5,221			5,530			23,042			15,384
Proceeds from revolving line of credit	34,500			—			34,500			155,749
Repayments of revolving line of credit	—			—			—			(190,249		)
Proceeds from bonds issuance, net	—			—			—			488,401
Payment of cash dividends	(6,434		)	(5,027		)	(25,730		)	(21,061		)
Excess tax benefit from stock-based compensation	532			240			3,520			3,540
Cash used for financing activities	(51,982		)	(14,138		)	(85,218		)	(56,697		)
Effect of exchange rate changes on cash and cash equivalents	(1,396		)	765			(3,508		)	(156		)
Net increase (decrease) in cash and cash equivalents	(3,500		)	16,175			44,146			(41,584		)
Cash and cash equivalents at beginning of period	280,350			219,091			232,704			276,850
Cash and cash equivalents at end of period	$	276,850		$	235,266		$	276,850		$	235,266

9

PLANTRONICS, INC.
UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2015			2016			2015			2016
GAAP Gross profit	$	109,166		$	106,830		$	461,619		$	434,674
Stock-based compensation	695			837			2,583			3,306
Non-GAAP Gross profit	$	109,861		$	107,667		$	464,202		$	437,980
Non-GAAP Gross profit %	54.7		%	51.3		%	53.7		%	51.1		%
GAAP Research, development and engineering	$	22,347		$	23,794		$	91,627		$	90,408
Stock-based compensation	(2,119		)	(2,644		)	(8,053		)	(9,908		)
Purchase accounting amortization	(63		)	(63		)	(238		)	(250		)
Non-GAAP Research, development and engineering	$	20,165		$	21,087		$	83,336		$	80,250
GAAP Selling, general and administrative	$	54,813		$	57,610		$	229,569		$	221,299
Stock-based compensation	(4,655		)	(5,185		)	(17,955		)	(20,051		)
Non-GAAP Selling, general and administrative	$	50,158		$	52,425		$	211,614		$	201,248
GAAP Operating expenses	$	76,314		$	88,895		$	312,534		$	326,633
Stock-based compensation	(6,774		)	(7,829		)	(26,008		)	(29,959		)
Purchase accounting amortization	(63		)	(63		)	(238		)	(250		)
Restructuring and other related charges	—			(7,727		)	—			(16,160		)
Non-GAAP Operating expenses	$	69,477		$	73,276		$	286,288		$	280,264

10

PLANTRONICS, INC.
UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
($ in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (CONTINUED)
	Three Months Ended										Twelve Months Ended
	March 31,										March 31,
	2015					2016					2015					2016
GAAP Operating income	$	32,852				$	17,935				$	149,085				$	108,041
Stock-based compensation	7,469					8,666					28,591					33,265
Purchase accounting amortization	63					63					238					250
Restructuring and other related charges	—					7,727					—					16,160
Non-GAAP Operating income	$	40,384				$	34,391				$	177,914				$	157,716
GAAP Net income	$	25,824				$	12,980				$	112,301				$	68,392
Stock-based compensation	7,469					8,666					28,591					33,265
Purchase accounting amortization	63					63					238					250
Restructuring and other related charges	—					7,727					—					16,160
Income tax effect of above items	(2,252		)			(6,004		)			(8,506		)			(14,547		)
Income tax effect of unusual tax items	(489		)	(1	)	(2,386		)	(2	)	(2,864		)	(3	)	(4,976		)	(2	)
Non-GAAP Net income	$	30,615				$	21,046				$	129,760				$	98,544
GAAP Diluted earnings per common share	$	0.61				$	0.39				$	2.63				$	1.96
Stock-based compensation	0.17					0.26					0.67					0.95
Restructuring and other related charges	—					0.23					—					0.46
Income tax effect	(0.06		)			(0.24		)			(0.26		)			(0.55		)
Non-GAAP Diluted earnings per common share	$	0.72				$	0.64				$	3.04				$	2.82
Shares used in diluted earnings per common share calculation	42,482					33,038					42,643					34,938

(1)	Excluded amount represents tax benefits from the release of tax reserves and tax credit adjustments.
(2)	Excluded amount represents tax benefits from the release of tax reserves and the impact of tax law changes.
(3)	Excluded amount represents tax benefits from release of tax reserves, transfer pricing, tax deduction and tax credit adjustments, and the impact of tax law changes.

Use of Non-GAAP Financial Information

To supplement our condensed consolidated financial statements presented on a GAAP basis, we use non-GAAP measures of operating results, including non-GAAP operating income, non-GAAP net income and non-GAAP diluted EPS which exclude certain non-cash expenses and charges that are included in the most directly comparable GAAP measure. These non-cash charges and expenses include stock-based compensation related to stock options, restricted stock and employee stock purchases made under our employee stock purchase plan, purchase accounting amortization, accelerated depreciation, and early lease termination charges, all net of the associated tax impact, tax benefits from the release of tax reserves, transfer pricing, tax deduction and tax credit adjustments, and the impact of tax law changes.  We exclude these expenses from our non-GAAP measures primarily because Plantronics’ management does not believe they are part of our target operating model.  We believe that the use of non-GAAP financial measures provides meaningful supplemental information regarding our performance and liquidity and helps investors compare actual results with our long-term target operating model goals.  We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods; however, non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, gross margin, operating income, operating margin, net income or EPS prepared in accordance with GAAP.

As a company with significant global operations and sales, fluctuations in foreign currency exchange rates may have a material effect on our reported results. Consequently, we also present supplemental metrics as identified in the reconciliation within this release “on a constant currency basis” which excludes the impact of currency exchange rate fluctuations. The constant currency presentation, which is a non-GAAP measure, is intended to supplement our reported operating results and, when considered in conjunction with the corresponding GAAP measures, facilitate a better understanding of changes in the metrics from period to period and the core operations of the Company. We calculate constant currency percentages by removing any hedge gains or losses from the particular metric in the current period and then converting our current period local currency financial results using the foreign currency exchange rates in effect during the prior year period and comparing these adjusted amounts to the corresponding current period metric.

11

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data
($ in thousands, except per share data)
	Q115			Q215			Q315			Q415			Q116			Q216			Q316			Q416
GAAP Gross profit	$	114,710		$	117,827		$	119,916		$	109,166		$	107,358		$	110,970		$	109,516		$	106,830
Stock-based compensation	535			668			685			695			779			879			811			837
Non-GAAP Gross profit	$	115,245		$	118,495		$	120,601		$	109,861		$	108,137		$	111,849		$	110,327		$	107,667
Non-GAAP Gross profit %	53.2		%	54.9		%	52.0		%	54.7		%	52.4		%	52.0		%	48.9		%	51.3		%
GAAP Operating expenses	$	76,949		$	79,969		$	79,302		$	76,314		$	77,996		$	76,874		$	82,868		$	88,895
Stock-based compensation	(5,770		)	(6,719		)	(6,745		)	(6,774		)	(7,271		)	(7,953		)	(6,906		)	(7,829		)
Purchase accounting amortization	(50		)	(61		)	(64		)	(63		)	(62		)	(63		)	(62		)	(63		)
Restructuring and other related charges	—			—			—			—			—			—			(8,433		)	(7,727		)
Non-GAAP Operating expenses	$	71,129		$	73,189		$	72,493		$	69,477		$	70,663		$	68,858		$	67,467		$	73,276
GAAP Operating income	$	37,761		$	37,858		$	40,614		$	32,852		$	29,362		$	34,096		$	26,648		$	17,935
Stock-based compensation	6,305			7,387			7,430			7,469			8,050			8,832			7,717			8,666
Purchase accounting amortization	50			61			64			63			62			63			62			63
Restructuring and other related charges	—			—			—			—			—			—			8,433			7,727
Non-GAAP Operating income	$	44,116		$	45,306		$	48,108		$	40,384		$	37,474		$	42,991		$	42,860		$	34,391
Non-GAAP Operating income %	20.4		%	21.0		%	20.8		%	20.1		%	18.2		%	20.0		%	19.0		%	16.4		%
GAAP Income before income taxes	$	38,781		$	37,173		$	38,596		$	30,701		$	26,336		$	24,638		$	19,829		$	11,373
Stock-based compensation	6,305			7,387			7,430			7,469			8,050			8,832			7,717			8,666
Purchase accounting amortization	50			61			64			63			62			63			62			63
Restructuring and other related charges	—			—			—			—			—			—			8,433			7,727
Non-GAAP Income before income taxes	$	45,136		$	44,621		$	46,090		$	38,233		$	34,448		$	33,533		$	36,041		$	27,829
GAAP Income tax expense	$	10,109		$	9,752		$	8,212		$	4,877		$	5,108		$	6,742		$	3,541		(1,607		)
Income tax effect of above items	1,800			2,250			2,204			2,252			2,338			2,656			3,549			$	6,004
Income tax effect of unusual tax items	273			74			2,028			489			994			177			1,419			2,386
Non-GAAP Income tax expense	$	12,182		$	12,076		$	12,444		$	7,618		$	8,440		$	9,575		$	8,509		$	6,783
Non-GAAP Income tax expense as a % of Non-GAAP Income before income taxes	27.0		%	27.1		%	27.0		%	19.9		%	24.5		%	28.6		%	23.6		%	24.4		%

12

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data (Continued)
($ in thousands, except per share data)
	Q115			Q215			Q315			Q415			Q116			Q216			Q316			Q416
GAAP Net income	$	28,672		$	27,421		$	30,384		$	25,824		$	21,228		$	17,896		$	16,288		$	12,980
Stock-based compensation	6,305			7,387			7,430			7,469			8,050			8,832			7,717			8,666
Purchase accounting amortization	50			61			64			63			62			63			62			63
Restructuring and other related charges	—			—			—			—			—			—			8,433			7,727
Income tax effect of above items	(1,800		)	(2,250		)	(2,204		)	(2,252		)	(2,338		)	(2,656		)	(3,549		)	(6,004		)
Income tax effect of unusual tax items	(273		)	(74		)	(2,028		)	(489		)	(994		)	(177		)	(1,419		)	(2,386		)
Non-GAAP Net income	$	32,954		$	32,545		$	33,646		$	30,615		$	26,008		$	23,958		$	27,532		$	21,046
GAAP Diluted earnings per common share	$	0.68		$	0.65		$	0.71		$	0.61		$	0.55		$	0.52		$	0.49		$	0.39
Stock-based compensation	0.15			0.17			0.18			0.17			0.21			0.26			0.24			0.26
Restructuring and other related charges	—			—			—			—			—			—			0.25			0.23
Income tax effect	(0.05		)	(0.05		)	(0.10		)	(0.06		)	(0.09		)	(0.08		)	(0.15		)	(0.24		)
Non-GAAP Diluted earnings per common share	$	0.78		$	0.77		$	0.79		$	0.72		$	0.67		$	0.70		$	0.83		$	0.64
Shares used in diluted earnings per common share calculation	42,466			42,505			42,700			42,482			38,943			34,245			33,259			33,038
SUMMARY OF UNAUDITED GAAP DATA
($ in thousands)
Net revenues from unaffiliated customers:
Enterprise	$	152,354		$	156,680		$	161,591		$	148,660		$	151,757		$	160,468		$	158,251		$	156,190
Consumer	64,308			59,125			70,190			52,102			54,601			54,549			67,484			53,607
Total net revenues	$	216,662		$	215,805		$	231,781		$	200,762		$	206,358		$	215,017		$	225,735		$	209,797
Net revenues by geographic area from unaffiliated customers:
Domestic	$	124,467		$	123,697		$	123,092		$	116,351		$	117,578		$	123,803		$	122,075		$	119,166
International	92,195			92,108			108,689			84,411			88,780			91,214			103,660			90,631
Total net revenues	$	216,662		$	215,805		$	231,781		$	200,762		$	206,358		$	215,017		$	225,735		$	209,797
Balance Sheet accounts and metrics:
Accounts receivable, net	$	150,765		$	140,427		$	157,322		$	136,581		$	127,160		$	139,939		$	136,402		$	128,219
Days sales outstanding (DSO)	63			59			61			61			55			59			54			59
Inventory, net	$	60,968		$	63,551		$	57,724		$	56,676		$	55,918		$	57,760		$	55,650		$	53,162
Inventory turns	6.7			6.2			7.8			6.5			7.1			7.2			8.3			7.7

13

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures
($ in millions, except per share data)
Net Revenues	Q4'15 ($)			Q4'16 ($)			Change ($)			Change (%)
Net Revenues as reported (GAAP)	$	200.8		$	209.8		$	9.0		5	%
Less Hedge Gains				(0.3		)
Impact of Year over Year Foreign Currency Exchange Rate Movements				4.2
Constant Currency Revenues (Non-GAAP)				$	213.7		$	12.9		6	%
Enterprise Net Revenues	Q4'15 ($)			Q4'16 ($)			Change ($)			Change (%)
Net Revenues as reported (GAAP)	$	148.7		$	156.2		$	7.5		5	%
Less Hedge Gains				(0.2		)
Impact of Year over Year Foreign Currency Exchange Rate Movements				3.1
Constant Currency Revenues (Non-GAAP)				$	159.1		$	10.4		7	%
Consumer Net Revenues	Q4'15 ($)			Q4'16 ($)			Change ($)			Change (%)
Net Revenues as reported (GAAP)	$	52.1		$	53.6		$	1.5		3	%
Less Hedge Gains				(0.1		)
Impact of Year over Year Foreign Currency Exchange Rate Movements				1.1
Constant Currency Revenues (Non-GAAP)				$	54.6		$	2.5		5	%
Operating Income	Q4'15 ($)			Q4'15 (%)			Q4'16 ($)			Q4'16 (%)
Operating Income as reported (GAAP)	$	32.9		16.4		%	$	17.9		8.5	%
Stock-based compensation & purchase accounting amortization	7.5						8.8
Restructuring and other related charges	—						7.7
Non-GAAP Operating Income	$	40.4		20.1		%	$	34.4		16.4	%
Less Hedge Gains, net							1.3
Impact of Year over Year Foreign Currency Exchange Rate Movements							0.9
Constant Currency Operating Income (Non-GAAP)							$	36.6		17.1	%
Diluted Earnings per Common Share ("EPS")	Q4'15 ($)			Q4'16 ($)			Change ($)			Change (%)
Diluted EPS (GAAP)	$	0.61		$	0.39		$	(0.22	)	(36	)%
Stock-based compensation	0.17			0.26
Restructuring and other related charges	—			0.23
Income Tax Effect	(0.06		)	(0.24		)
Non-GAAP Diluted EPS	$	0.72		$	0.64		$	(0.08	)	(11	)%
Less Hedge Losses, net of tax				0.07
Impact of Year over Year Foreign Currency Exchange Rate Movements, net of tax				(0.04		)
Constant Currency Diluted EPS (Non-GAAP)				$	0.67		$	(0.05	)	(7	)%

14