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):

 April 28, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement

On April 28, 2017, Plantronics, Inc. ("the Company") entered into a Second Amendment to Amended and Restated Credit Agreement ("Second Amendment") between the Company and Wells Fargo Bank, National Association ("Wells Fargo"). The Second Amendment modifies the Amended and Restated Credit Agreement between the Company and Wells Fargo dated May 15, 2015, as amended ("Credit Agreement"), to extend the term of the Credit Agreement to May 9, 2020, an extension of one year. The Second Amendment also revises prior changes to the defined term "EBITDA" and changes the Funded Debt to EBITDA (as those terms are defined in the Credit Agreement) ratio authorized under the Credit Agreement.

On April 28, 2017, 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 First Amendment to Amended and Restated Credit Agreement and Limited Waiver in 2016, conforming the maturity date of the Note to that of the Second Amendment.

Copies of the Second 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 Second Amendment and Note.

Item 2.02 Results of Operations and Financial Condition

On May 1, 2017, Plantronics, Inc. ("the Company"), a Delaware corporation, issued a press release reporting its results of operations and financial condition for the fourth quarter and full Fiscal Year 2017, which ended on April 1, 2017, 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 1, 2017, the Company announced in its press release titled "Plantronics Announces Fourth Quarter & Fiscal Year 2017 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 9, 2017 to stockholders of record at the close of business on May 19, 2017.

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	Second Amendment to Amended and Restated Credit Agreement between Plantronics, Inc. and Wells Fargo Bank, National Association dated April 28, 2017
10.2	Revolving Line of Credit Note between Plantronics, Inc. and Wells Fargo Bank, National Association dated April 28, 2017
99.1	Press release issued by Plantronics, Inc. on May 1, 2017, entitled "Plantronics Announces Fourth Quarter & Fiscal Year 2017 Financial 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 1, 2017	PLANTRONICS, INC.
		By:	/s/ Pamela Strayer
		Name:	Pamela Strayer
		Title:	Senior Vice President and Chief Financial Officer

EX-10.1

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 28, 2017, 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 15, 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 2, 2016 in the maximum principal amount of $100,000,000.00, executed by Borrower in favor of Bank.

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

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:

1.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, employees 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) 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 (g) 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) dispositions 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) months following the date hereof (in the case of this

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Agreement) or the consummation of such acquisition, issuance, disposition, incurrence, amendment, modification, refinancing or repayment, as applicable.

2.Section 2.1(a) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

(a)Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including May 9, 2020, in an aggregate outstanding amount not to exceed at any time the Commitment (the “Line of Credit”), the proceeds 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 April 28, 2017 (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.

3.Section 3.1 of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

SECTION 3.1.LEGAL STATUS. Borrower is: (a) a corporation, duly organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which the failure to so qualify or to be so licensed could have a Material Adverse Effect; and (b) not the target of any trade or economic sanctions promulgated by the United Nations or the governments of the United States, the United Kingdom, the European Union, or any other jurisdiction in which the Borrower is located or operates (collectively, “Sanctions”).

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4.Section 5.4 of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

SECTION 5.4.COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower’s continued existence; comply with the requirements of all laws, rules, regulations and orders of any jurisdiction in which the Borrower is located or doing business, or otherwise is applicable to Borrower, including, without limitation, (a) all Sanctions, (b) all laws and regulations that relate to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, (c) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (d) the U.K. Bribery Act of 2010, as amended, and (e) any other applicable anti-bribery or anti-corruption laws and regulations, except in each case where the failure to so preserve, maintain or comply could not reasonably be expected to have a Material Adverse Effect.

5.Section 5.9(a) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

(a)Funded Debt to EBITDA not greater than 3.25 to 1.00 as of each fiscal quarter end, determined on a rolling 4-quarter basis.

6.Section 6.1 of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

SECTION 6.1.USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article II hereof, or directly or indirectly use any such proceeds for the purpose of (a) providing financing or otherwise funding any targets of Sanctions; or (b) providing financing or otherwise funding any transaction which would be prohibited by Sanctions or would otherwise cause Bank or any of Bank’s affiliates to be in breach of any Sanction.

7.Section 8.2 of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

SECTION 8.2.NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

BORROWER:PLANTRONICS, INC.

345 Encinal St.

Santa Cruz, CA 95060

Attention: Chief Financial Officer

BANK:WELLS FARGO BANK, NATIONAL ASSOCIATION

45 Fremont Street, 7th Floor

San Francisco, CA 94105

Attention: Scott Schnugg

WITH COPY TO:WELLS FARGO CORPORATE BANKING

90 South 7th Street, 6th Floor

Minneapolis, MN 55402

Attention: Jesse Mason

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8.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 1, 2017:

(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 documents 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)No Default shall exist as of the date of this Amendment.

9.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.

10.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 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 and (b) no Default shall exist as of the date of this Amendment.

11.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.

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Second Amendment to

Amended and Restated Credit Agreement

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

PLANTRONICS, INC. By:__/s/ Pam Strayer______________ Pamela Strayer Senior Vice President &   Chief Financial Officer WELLS FARGO BANK,   NATIONAL ASSOCIATION By:___/s/ Scott Schnugg___________ Name: ___Scott Schungg__________ Title: ____Vice President__________

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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 April 28, 2017

GUARANTOR:

FREDERICK ELECTRONICS CORPORATION

By: /s/ Stuart White

Stuart White

President and Chief Financial Officer

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EX-10.2

REVOLVING LINE OF CREDIT NOTE

$100,000,000.00San Jose, California

April 28, 2017

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 121 S. Market Street, 3^rd Floor, San Jose, California 95113, 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 2, 2016 (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” 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 published by the ICE Benchmark Administration Limited, a United Kingdom company, 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 published, then as determined by Bank from another recognized source or interbank quotation); provided, however, that 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.

(d)“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. If the rate of interest announced by Bank as its Prime Rate at any time is less than zero percent (0.0%), then for purposes of this Note the Prime Rate shall be deemed to be zero percent (0.0%).

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 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

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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, 2017.

(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, 2020.

(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.

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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.

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

PLANTRONICS, INC.

By:__/s/ Pam Strayer___________

Pamela Strayer

Senior Vice President &

Chief Financial Officer

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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 2017 Financial Results

Company Reports Improved Fourth Quarter Fiscal Year 2017 Enterprise Revenue Offset by Weaker than Expected Quarterly Consumer Revenue; Meets Operating Income and GAAP EPS Guidance and Exceeds Non-GAAP EPS Guidance

SANTA CRUZ, Calif., - May 1, 2017 - Plantronics, Inc. (NYSE: PLT) today announced fourth quarter and Fiscal Year 2017 financial results. Highlights of the fourth quarter include the following (comparisons are against the fourth quarter and full Fiscal Year 2016, as noted):

• Net revenues were $209.0 million, a decrease of 0.4% compared with $209.8 million, and below our guidance range of $213 million to $223 million

• GAAP gross margin was 51.5% compared with 50.9%

◦ Non-GAAP gross margin was 51.9% compared with 51.3%

• GAAP operating income was $30.0 million compared with $17.9 million

◦ Non-GAAP operating income was $39.8 million compared with $34.4 million

• GAAP diluted earnings per share (“EPS”) was $0.59 compared with $0.39, and within our guidance range of $0.53 to $0.63

◦ Non-GAAP diluted EPS was $0.81 compared with $0.64, and above our guidance range of $0.69 to $0.79

Year-over-year GAAP Results

Year-over-year Non-GAAP Results

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Full Year GAAP Results

Full Year Non-GAAP Results

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

"We achieved our revenue and profitability targets for the fiscal year, and while fourth quarter Consumer product revenues were weaker than anticipated, we are pleased to have achieved better than expected 10% growth in Consumer revenues for the full year," stated Joe Burton, President and CEO. "We have a strong pipeline of products in all major categories, and are targeting an improved revenue growth rate for our Enterprise category in Fiscal Year 2018. The introduction of our Plantronics Manager Pro v3.9 software was met with an enthusiastic reception from both partners and Enterprise customers, and we believe our software offerings and vision provide a strategic advantage in the Enterprise market."

"We achieved our goal of improved Non-GAAP operating margins for Fiscal Year 2017, excluding an extraordinary $4.9 million litigation charge in the first quarter," stated Pam Strayer, Senior Vice President and Chief Financial Officer. "Excluding this charge, we improved our Non-GAAP operating margins by 50 basis points compared to the prior fiscal year. Throughout Fiscal Year 2017, our focus on improving efficiency and implementing cost reductions resulted in a substantially improved cost structure from the previous year; in part, this drove a 270 basis point improvement in Non-GAAP operating margins in the fourth quarter of Fiscal Year 2017 versus the prior year quarter. Through additional cost reduction activities taken in the fourth quarter of Fiscal Year 2017, we entered Fiscal Year 2018 well positioned to drive further Non-GAAP operating margin improvement of 50 to 100 basis points for the full fiscal year, while continuing to invest in several new growth opportunities, including software and Soundscaping.”

Financial Highlights for Fourth Quarter and Fiscal Year 2017:

Revenue

Total net revenues for the fourth quarter of Fiscal Year 2017 were $209.0 million, down0.4%, or $0.8 million compared to the fourth quarter last year. Enterprise net revenues of $160.9 million were up3%, or $4.7 million, driven by growth of revenue from Unified Communications headsets in the high teens. Consumer net revenues were $48.1 million, down10%, or $5.5 million, primarily driven by a larger than anticipated seasonal decline in both mono and stereo Bluetooth headset sales.

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Total net revenues for Fiscal Year 2017 were $881.2 million, up3% or $24.3 million compared to Fiscal Year 2016. Enterprise revenues increased slightly for the fiscal year.

Consumer product revenues increased10% or $22.3 million as a result of improved sales of our BackBeat FIT stereo Bluetooth products and a refreshed gaming portfolio.

Revenues in the Americas region were down5%, or $6.1 million for the quarter, and up3%, or $14.7 million for the fiscal year. Revenues in the Europe and Africa region were up8%, or $4.4 million for the quarter, and up4%, or $9.0 million for the fiscal year. Compared to the prior year, revenues in the Asia Pacific region were up slightly for both the quarter and full year.

Restructuring Activities

In the fourth quarter of Fiscal Year 2017, the Company took additional cost reduction actions, resulting in a charge of $1.2 million, which when complete, are expected to result in approximately $3 million in annual cost savings.

Operating Income

GAAP operating income for the fourth quarter was $30.0 million, an increase of 67.3%, or $12.1 million from the prior year quarter. As a percentage of revenues, GAAP operating income for the fourth quarter was 14.4%, compared to 8.5% in the prior year quarter. GAAP operating income for Fiscal Year 2017 was $125.1 million, an increase of 15.8%, or $17.0 million from Fiscal Year 2016. As a percentage of revenues, GAAP operating income for Fiscal Year 2017 was 14.2%, compared to 12.6% in Fiscal Year 2016.

The increase in GAAP operating income in both the quarter and Fiscal Year 2017 was driven primarily by a reduction in restructuring expenses.

Non-GAAP operating income for the fourth quarter was $39.8 million, an increase of 15.9%, or $5.5 million. As a percentage of revenue, Non-GAAP operating income for the fourth quarter was 19.1%, compared to 16.4% in the prior year quarter. Non-GAAP operating income for Fiscal Year 2017 was $161.5 million, an increase of 2.4%, or $3.8 million. As a percentage of revenue, Non-GAAP operating income for Fiscal Year 2017 was 18.3%, compared to 18.4% in Fiscal Year 2016.

The $4.9 million extraordinary litigation charge taken in the first quarter of Fiscal Year 2017 had a negative 60 basis point impact on our full year Non-GAAP operating margin.

Earnings Per Share

GAAP diluted EPS for the fourth quarter was $0.59, up$0.20 and 51.3% compared to the prior year quarter. GAAP diluted EPS for Fiscal Year 2017 was $2.51, up$0.55 and 28.1% compared to Fiscal Year 2016.

Non-GAAP diluted EPS for the fourth quarter was $0.81, up$0.17 and 26.6% compared to the prior year quarter. Non-GAAP diluted EPS for Fiscal Year 2017 was $3.17, up$0.35 and 12.4% compared to Fiscal Year 2016.

GAAP diluted EPS and Non-GAAP diluted EPS for Fiscal Year 2017 were positively impacted by $0.14 and $0.18, respectively, as a result of share repurchases made over the past year. We repurchased approximately 765,000 shares in Fiscal Year 2017 for approximately $34 million and approximately 9 million shares in Fiscal Year 2016 for approximately $497 million, for which the fully weighted impact reduced our weighted average outstanding shares in Fiscal Year 2017.

Balance Sheet and Cash Flow Highlights

We finished the fourth quarter of Fiscal Year 2017 with $607 million in cash and investments and generated $51 million in cash flow from operations during the quarter. Cash flow from operations increased by $8 million compared to the prior year quarter, driven by higher net income adjusted for non-cash items and partially offset by higher accounts receivable and lower accrued income tax balances compared to the prior year.

Of the $607 million in cash and investments at the end of the fourth quarter of Fiscal Year 2017, $48 million was held domestically.

Capital Expenditures were $3.6 million for the fourth quarter and $23.2 million for Fiscal Year 2017. Significant capital expenditures included the completion of a new European Smarter Working office in the Netherlands. Our long-term expectation for capital expenditures is approximately 2.5% of revenues.

3

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 9, 2017 to all shareholders of record as of the close of business on May 19, 2017.

Upcoming Events

Plantronics will be presenting at the JP Morgan Global TMT Conference on May 24th and the R.W. Baird Global Consumer, Technology & Services Conference on June 7. Information on how to access the presentation webcast can be found at investor.plantronics.com under Upcoming Events.

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 2018 (all amounts assuming currency rates remain stable):

• Net revenues of $211 million to $221 million;

• GAAP operating income of $28 million to $33 million;

• Non-GAAP operating income of $37 million to $42 million, excluding the impact of $9 million from stock-based compensation.

• Assuming approximately 33 million diluted average weighted shares outstanding:

• GAAP diluted EPS of $0.52 to $0.62;

• Non-GAAP diluted EPS of $0.70 to $0.80; and

• Cost of stock-based compensation and GAAP only related tax charges to be approximately $0.18 per diluted share.

Please see our updated Investor Relations Presentation available on our corporate website at investor.plantronics.com.

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 our quarterly conference call. The remarks will be available in the Investor Relations section of our website along with this press release.

We have scheduled a conference call to discuss fourth quarter and Fiscal Year 2017 financial results. The conference call will take place today, May 1, 2017 at 6:00 AM (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 #97341960 will be available until June 1, 2017 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 investor.plantronics.com, 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.

4

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, restructuring and other related charges and credits, and executive transition 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 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.

Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to: (i) our belief in our product pipeline; (ii) our expectations for improved revenue growth in Fiscal Year 2018; (iii) our belief that our software offerings and vision provide a strategic advantage; (iv) our ability to improve our Non-GAAP operating margin for Fiscal Year 2018; (iv) the impact of cost reduction activities in the fourth quarter of Fiscal Year 2017; (v) our expectations for long-term capital expenditures; (vi) estimates of GAAP and non-GAAP financial results for the first quarter of Fiscal Year 2018, including net revenues, operating income and diluted EPS; (vii) our estimates of stock-based compensation, as well as the impact of non-cash expenses on Non-GAAP operating income and diluted EPS for the first quarter of Fiscal Year 2018; and (vii) our estimate of weighted average shares outstanding for the first quarter of Fiscal Year 2018, 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.

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 in the Enterprise market 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., Alcatel-Lucent, and Huawei, 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) failure of UC solutions generally, or our solutions in particular, to be adopted with the breadth and speed we anticipate (vi) 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; (vii) 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) (viii) sales cycles for more complex UC deployments are longer as compared to our traditional Enterprise products; (ix) our inability to timely and cost-effectively adapt to changing business 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;

5

• 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 16, 2016 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

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,
	2016			2017			2016			2017
Net revenues	$	209,797		$	208,954		$	856,907		$	881,176
Cost of revenues	102,967			101,283			422,233			439,806
Gross profit	106,830			107,671			434,674			441,370
Gross profit %	50.9		%	51.5		%	50.7		%	50.1		%
Research, development, and engineering	23,794			22,202			90,408			88,318
Selling, general, and administrative	57,610			54,249			221,299			223,830
(Gain) loss, net from litigation settlements	(236		)	(32		)	(1,234		)	4,255
Restructuring and other related charges (credits)	7,727			1,241			16,160			(109		)
Total operating expenses	88,895			77,660			326,633			316,294
Operating income	17,935			30,011			108,041			125,076
Operating income %	8.5		%	14.4		%	12.6		%	14.2		%
Interest expense	(7,871		)	(7,363		)	(25,149		)	(29,230		)
Other non-operating income and (expense), net	1,309			1,700			(716		)	5,819
Income before income taxes	11,373			24,348			82,176			101,665
Income tax expense	(1,607		)	4,831			13,784			19,066
Net income	$	12,980		$	19,517		$	68,392		$	82,599
% of net revenues	6.2		%	9.3		%	8.0		%	9.4		%
Earnings per common share:
Basic	$	0.40		$	0.60		$	2.00		$	2.56
Diluted	$	0.39		$	0.59		$	1.96		$	2.51
Shares used in computing earnings per common share:
Basic	32,466			32,334			34,127			32,279
Diluted	33,038			33,056			34,938			32,963
Effective tax rate	(14.1		)%	19.8		%	16.8		%	18.8		%

7

PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands)
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,		March 31,
	2016		2017
ASSETS
Cash and cash equivalents	$	235,266	$	301,970
Short-term investments	160,051		178,179
Total cash, cash equivalents, and short-term investments	395,317		480,149
Accounts receivable, net	128,219		141,177
Inventory, net	53,162		55,456
Other current assets	20,297		22,195
Total current assets	596,995		698,977
Long-term investments	145,623		127,176
Property, plant, and equipment, net	149,735		150,307
Goodwill and purchased intangibles, net	15,827		15,577
Deferred tax and other assets	25,257		25,122
Total assets	$	933,437	$	1,017,159
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	39,133	$	42,885
Accrued liabilities	68,302		74,285
Total current liabilities	107,435		117,170
Long-term debt, net of issuance costs	489,609		491,059
Long-term income taxes payable	11,968		11,729
Other long-term liabilities	12,026		15,045
Total liabilities	621,038		635,003
Stockholders' equity	312,399		382,156
Total liabilities and stockholders' equity	$	933,437	$	1,017,159

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,
	2016			2017			2016			2017
Cash flows from operating activities
Net Income	$	12,980		$	19,517		$	68,392		$	82,599
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,304			5,353			20,142			20,977
Amortization of debt issuance cost	363			363			1,208			1,450
Stock-based compensation	8,666			8,534			33,265			33,539
Excess tax benefit from stock-based compensation	(240		)	(397		)	(3,540		)	(1,416		)
Deferred income taxes	(10,343		)	96			(8,291		)	(657		)
Provision for excess and obsolete inventories	1,111			668			2,430			1,960
Restructuring charges (credits)	7,727			1,241			16,160			(109		)
Cash payments for restructuring charges	(10,385		)	(208		)	(10,385		)	(4,001		)
Other operating activities	(680		)	(280		)	9,519			1,486
Changes in assets and liabilities:
Accounts receivable, net	7,166			(446		)	8,445			(13,894		)
Inventory, net	1,709			2,199			1,357			(3,791		)
Current and other assets	1,990			3,488			(2,444		)	9
Accounts payable	(337		)	751			5,407			4,377
Accrued liabilities	8,972			9,908			4,998			16,099
Income taxes	8,843			484			206			(657		)
Cash provided by operating activities	42,846			51,271			146,869			137,971
Cash flows from investing activities
Proceeds from sale of investments	45,627			13,435			102,517			157,066
Proceeds from maturities of investments	45,269			46,839			97,164			144,092
Purchase of investments	(94,510		)	(52,943		)	(300,620		)	(300,434		)
Capital expenditures	(9,684		)	(3,573		)	(30,661		)	(23,176		)
Cash (used for) provided by investing activities	(13,298		)	3,758			(131,600		)	(22,452		)
Cash flows from financing activities
Repurchase of common stock	(14,617		)	—			(497,393		)	(34,236		)
Employees' tax withheld and paid for restricted stock and restricted stock units	(264		)	(292		)	(11,068		)	(9,736		)
Proceeds from issuances under stock-based compensation plans	5,530			8,686			15,384			15,202
Proceeds from revolving line of credit	—			—			155,749			—
Repayments of revolving line of credit	—			—			(190,249		)	—
Proceeds from bonds issuance, net	—			—			488,401			—
Payment of cash dividends	(5,027		)	(5,012		)	(21,061		)	(19,959		)
Excess tax benefit from stock-based compensation	240			397			3,540			1,416
Other financing activities	—			—			—			761
Cash (used for) provided by financing activities	(14,138		)	3,779			(56,697		)	(46,552		)
Effect of exchange rate changes on cash and cash equivalents	765			701			(156		)	(2,263		)
Net increase (decrease) in cash and cash equivalents	16,175			59,509			(41,584		)	66,704
Cash and cash equivalents at beginning of period	219,091			242,461			276,850			235,266
Cash and cash equivalents at end of period	$	235,266		$	301,970		$	235,266		$	301,970

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,
	2016			2017			2016			2017
GAAP Gross profit	$	106,830		$	107,671		$	434,674		$	441,370
Stock-based compensation	837			830			3,306			3,244
Non-GAAP Gross profit	$	107,667		$	108,501		$	437,980		$	444,614
Non-GAAP Gross profit %	51.3		%	51.9		%	51.1		%	50.5		%
GAAP Research, development, and engineering	$	23,794		$	22,202		$	90,408		$	88,318
Stock-based compensation	(2,644		)	(1,953		)	(9,908		)	(8,616		)
Purchase accounting amortization	(63		)	(63		)	(250		)	(250		)
Non-GAAP Research, development, and engineering	$	21,087		$	20,186		$	80,250		$	79,452
GAAP Selling, general, and administrative	$	57,610		$	54,249		$	221,299		$	223,830
Stock-based compensation	(5,185		)	(5,751		)	(20,051		)	(21,679		)
Executive transition costs	—			—			—			(2,759		)
Non-GAAP Selling, general, and administrative	$	52,425		$	48,498		$	201,248		$	199,392
GAAP Operating expenses	$	88,895		$	77,660		$	326,633		$	316,294
Stock-based compensation	(7,829		)	(7,704		)	(29,959		)	(30,295		)
Executive transition costs	—			—			—			(2,759		)
Purchase accounting amortization	(63		)	(63		)	(250		)	(250		)
Restructuring and other related charges (credits)	(7,727		)	(1,241		)	(16,160		)	109
Non-GAAP Operating expenses	$	73,276		$	68,652		$	280,264		$	283,099

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,
	2016					2017					2016					2017
GAAP Operating income	$	17,935				$	30,011				$	108,041				$	125,076
Stock-based compensation	8,666					8,534					33,265					33,539
Executive transition costs	—					—					—					2,759
Purchase accounting amortization	63					63					250					250
Restructuring and other related charges (credits)	7,727					1,241					16,160					(109		)
Non-GAAP Operating income	$	34,391				$	39,849				$	157,716				$	161,515
GAAP Net income	$	12,980				$	19,517				$	68,392				$	82,599
Stock-based compensation	8,666					8,534					33,265					33,539
Executive transition costs	—					—					—					2,759
Purchase accounting amortization	63					63					250					250
Restructuring and other related charges (credits)	7,727					1,241					16,160					(109		)
Income tax effect of above items	(6,004		)			(2,202		)			(14,547		)			(11,806		)
Income tax effect of unusual tax items	(2,386		)	(1	)	(479		)	(2	)	(4,976		)	(1	)	(2,620		)	(2	)
Non-GAAP Net income	$	21,046				$	26,674				$	98,544				$	104,612
GAAP Diluted earnings per common share	$	0.39				$	0.59				$	1.96				$	2.51
Stock-based compensation	0.26					0.26					0.95					1.02
Executive transition costs	—					—					—					0.08
Restructuring and other related charges (credits)	0.23					0.04					0.46					—
Income tax effect	(0.24		)			(0.08		)			(0.55		)			(0.44		)
Non-GAAP Diluted earnings per common share	$	0.64				$	0.81				$	2.82				$	3.17
Shares used in diluted earnings per common share calculation	33,038					33,056					34,938					32,963

(1)	Excluded amounts represent tax benefits from the release of tax reserves and federal return to provision adjustments.
(2)	Excluded amounts represent tax benefits from the release of tax reserves and the impact of tax law changes.

11

Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data
($ in thousands, except per share data)
	Q116			Q216			Q316			Q416			Q117			Q217			Q317			Q417
GAAP Gross profit	$	107,358		$	110,970		$	109,516		$	106,830		$	113,073		$	110,446		$	110,180		$	107,671
Stock-based compensation	779			879			811			837			842			778			794			830
Non-GAAP Gross profit	$	108,137		$	111,849		$	110,327		$	107,667		$	113,915		$	111,224		$	110,974		$	108,501
Non-GAAP Gross profit %	52.4		%	52.0		%	48.9		%	51.3		%	51.1		%	51.4		%	47.6		%	51.9		%
GAAP Operating expenses	$	77,996		$	76,874		$	82,868		$	88,895		$	81,822		$	78,490		$	78,322		$	77,660
Stock-based compensation	(7,271		)	(7,953		)	(6,906		)	(7,829		)	(7,571		)	(7,125		)	(7,895		)	(7,704		)
Executive transition costs	—			—			—			—			—			(2,759		)	—			—
Purchase accounting amortization	(62		)	(63		)	(62		)	(63		)	(62		)	(63		)	(62		)	(63		)
Restructuring and other related charges (credits)	—			—			(8,433		)	(7,727		)	1,048			415			(113		)	(1,241		)
Non-GAAP Operating expenses	$	70,663		$	68,858		$	67,467		$	73,276		$	75,237		$	68,958		$	70,252		$	68,652
GAAP Operating income	$	29,362		$	34,096		$	26,648		$	17,935		$	31,251		$	31,956		$	31,858		$	30,011
Stock-based compensation	8,050			8,832			7,717			8,666			8,413			7,903			8,689			8,534
Executive transition costs	—			—			—			—			—			2,759			—			—
Purchase accounting amortization	62			63			62			63			62			63			62			63
Restructuring and other related charges (credits)	—			—			8,433			7,727			(1,048		)	(415		)	113			1,241
Non-GAAP Operating income	$	37,474		$	42,991		$	42,860		$	34,391		$	38,678		$	42,266		$	40,722		$	39,849
Non-GAAP Operating income %	18.2		%	20.0		%	19.0		%	16.4		%	17.3		%	19.6		%	17.5		%	19.1		%
GAAP Income before income taxes	$	26,336		$	24,638		$	19,829		$	11,373		$	26,315		$	26,039		$	24,963		$	24,348
Stock-based compensation	8,050			8,832			7,717			8,666			8,413			7,903			8,689			8,534
Executive transition costs	—			—			—			—			—			2,759			—			—
Purchase accounting amortization	62			63			62			63			62			63			62			63
Restructuring and other related charges (credits)	—			—			8,433			7,727			(1,048		)	(415		)	113			1,241
Non-GAAP Income before income taxes	$	34,448		$	33,533		$	36,041		$	27,829		$	33,742		$	36,349		$	33,827		$	34,186
GAAP Income tax expense	$	5,108		$	6,742		$	3,541		$	(1,607	)	$	5,928		$	5,565		$	2,742		4,831
Income tax effect of above items	2,338			2,656			3,549			6,004			2,753			3,839			3,012			$	2,202
Income tax effect of unusual tax items	994			177			1,419			2,386			86			53			2,002			479
Non-GAAP Income tax expense	$	8,440		$	9,575		$	8,509		$	6,783		$	8,767		$	9,457		$	7,756		$	7,512
Non-GAAP Income tax expense as a % of Non-GAAP Income before income taxes	24.5		%	28.6		%	23.6		%	24.4		%	26.0		%	26.0		%	22.9		%	22.0		%

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Summary of Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures and other Unaudited GAAP Data (Continued)
($ in thousands, except per share data)
	Q116			Q216			Q316			Q416			Q117			Q217			Q317			Q417
GAAP Net income	$	21,228		$	17,896		$	16,288		$	12,980		$	20,387		$	20,474		$	22,221		$	19,517
Stock-based compensation	8,050			8,832			7,717			8,666			8,413			7,903			8,689			8,534
Executive transition costs	—			—			—			—			—			2,759			—			—
Purchase accounting amortization	62			63			62			63			62			63			62			63
Restructuring and other related charges (credits)	—			—			8,433			7,727			(1,048		)	(415		)	113			1,241
Income tax effect of above items	(2,338		)	(2,656		)	(3,549		)	(6,004		)	(2,753		)	(3,839		)	(3,012		)	(2,202		)
Income tax effect of unusual tax items	(994		)	(177		)	(1,419		)	(2,386		)	(86		)	(53		)	(2,002		)	(479		)
Non-GAAP Net income	$	26,008		$	23,958		$	27,532		$	21,046		$	24,975		$	26,892		$	26,071		$	26,674
GAAP Diluted earnings per common share	$	0.55		$	0.52		$	0.49		$	0.39		$	0.62		$	0.63		$	0.68		$	0.59
Stock-based compensation	0.21			0.26			0.24			0.26			0.26			0.24			0.26			0.26
Restructuring and other related charges (credits)	—			—			0.25			0.23			(0.03		)	(0.01		)	—			0.04
Income tax effect	(0.09		)	(0.08		)	(0.15		)	(0.24		)	(0.09		)	(0.12		)	(0.15		)	(0.08		)
Non-GAAP Diluted earnings per common share	$	0.67		$	0.70		$	0.83		$	0.64		$	0.76		$	0.82		$	0.79		$	0.81
Shares used in diluted earnings per common share calculation	38,943			34,245			33,259			33,038			32,818			32,726			32,826			33,056
SUMMARY OF UNAUDITED GAAP DATA
($ in thousands)
Net revenues from unaffiliated customers:
Enterprise	$	151,757		$	160,468		$	158,251		$	156,190		$	155,897		$	154,542		$	157,345		$	160,870
Consumer	54,601			54,549			67,484			53,607			67,209			61,641			75,588			48,084
Total net revenues	$	206,358		$	215,017		$	225,735		$	209,797		$	223,106		$	216,183		$	232,933		$	208,954
Net revenues by geographic area from unaffiliated customers:
Domestic	$	117,578		$	123,803		$	122,075		$	119,166		$	128,238		$	119,062		$	123,719		$	111,196
International	88,780			91,214			103,660			90,631			94,868			97,121			109,214			97,758
Total net revenues	$	206,358		$	215,017		$	225,735		$	209,797		$	223,106		$	216,183		$	232,933		$	208,954
Balance Sheet accounts and metrics:
Accounts receivable, net	$	127,160		$	139,939		$	136,402		$	128,219		$	133,155		$	136,779		$	141,297		$	141,177
Days sales outstanding (DSO)	55			59			54			59			54			57			55			61
Inventory, net	$	55,918		$	57,760		$	55,650		$	53,162		$	53,912		$	52,686		$	58,026		$	55,456
Inventory turns	7.1			7.2			8.3			7.7			8.2			8.0			8.5			7.3

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